Exhibit 10.1


EXECUTION COPY


U.S. $3,000,000,000


AMENDED AND RESTATED FIVE YEAR
CREDIT AGREEMENT


Dated as of April 2, 2012


Among


HONEYWELL INTERNATIONAL INC.,


as Borrower,


and


THE INITIAL LENDERS NAMED
HEREIN,


as Initial Lenders,


and


CITIBANK, N.A.,


as Administrative
Agent


and


JPMORGAN CHASE BANK, N.A.,


as Syndication
Agent


and


BANK
OF AMERICA, N.A.,


BARCLAYS
BANK PLC,


DEUTSCHE
BANK SECURITIES INC.,


GOLDMAN
SACHS BANK USA,


MORGAN
STANLEY MUFG LOAN PARTNERS, LLC


and


THE
ROYAL BANK OF SCOTLAND PLC,


as Documentation
Agents


and


CITIGROUP GLOBAL MARKETS INC.


and


J.P. MORGAN SECURITIES LLC,


as Joint Lead
Arrangers and Co-Book Managers





TABLE OF CONTENTS


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE I

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 SECTION 1.01. Certain Defined Terms

 	
  

 	
 7

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 1.02. Computation of Time
 Periods

 	
  

 	
 25

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 1.03. Accounting Terms

 	
  

 	
 25

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE II

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 SECTION 2.01. The Revolving Credit
 Advances, Letters of Credit and Swing Line Advances

 	
  

 	
 26

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 2.02. Making the Revolving
 Credit Advances and Swing Line Advances

 	
  

 	
 27

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 2.03. The Competitive Bid
 Advances

 	
  

 	
 30

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 2.04. Issuance of and Drawings
 and Reimbursement Under Letters of Credit

 	
  

 	
 35

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 2.05. Fees

 	
  

 	
 37

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 2.06. Termination or Reduction
 of the Commitments

 	
  

 	
 38

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 2.07. Repayment of Advances

 	
  

 	
 40

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 2.08. Interest on Revolving Credit
 Advances and Swing Line Advances

 	
  

 	
 42

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 2.09. Interest Rate
 Determination

 	
  

 	
 44

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 2.10. Prepayments of Revolving
 Credit Advances and Swing Line Advances

 	
  

 	
 45

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 2.11. Increased Costs

 	
  

 	
 46

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 2.12. Illegality

 	
  

 	
 48

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 2.13. Payments and Computations

 	
  

 	
 48

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 2.14. Taxes

 	
  

 	
 50

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 2.15. Sharing of Payments, Etc.

 	
  

 	
 52

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 2.16. Use of Proceeds

 	
  

 	
 53

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 2.17. Evidence of Debt

 	
  

 	
 53

 













	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 2.18. Increase in the Aggregate
 Revolving Credit Commitments

 	
  

 	
 54

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 2.19. Extension of Termination
 Date

 	
  

 	
 55

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 2.20. Defaulting Lenders

 	
  

 	
 57

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE III

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 SECTION 3.01. Conditions Precedent to
 Effectiveness of the Amendment and Restatement

 	
  

 	
 60

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 3.02. Initial Advance to Each
 Designated Subsidiary

 	
  

 	
 61

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 3.03. Conditions Precedent to
 Each Revolving Credit Borrowing, Swing Line Borrowing, Issuance, Commitment
 Increase and Extension Date

 	
  

 	
 62

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 3.04. Conditions Precedent to
 Each Competitive Bid Borrowing

 	
  

 	
 63

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 3.05. Determinations Under
 Section 3.01

 	
  

 	
 64

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE IV

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 4.01. Representations and
 Warranties of the Company

 	
  

 	
 64

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE V

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 SECTION 5.01. Affirmative Covenants

 	
  

 	
 66

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 5.02. Negative Covenants

 	
  

 	
 70

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE VI

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 6.01. Events of Default

 	
  

 	
 72

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 6.02. Actions in Respect of the
 Letters of Credit upon Default

 	
  

 	
 76

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE VII

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 SECTION 7.01. Unconditional Guarantee

 	
  

 	
 76

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 7.02. Guarantee Absolute

 	
  

 	
 77

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 7.03. Waivers

 	
  

 	
 77

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 7.04. Remedies

 	
  

 	
 77

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 7.05. No Stay

 	
  

 	
 78

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 7.06. Survival

 	
  

 	
 78

 


3









	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE VIII

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 8.01. Authorization and
 Authority

 	
  

 	
 78

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 8.02. Rights as a Lender

 	
  

 	
 79

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 8.03. Duties of Agent;
 Exculpatory Provisions

 	
  

 	
 79

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 8.04. Reliance by Agent

 	
  

 	
 80

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 8.05. Indemnification

 	
  

 	
 80

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 8.06. Delegation of Duties

 	
  

 	
 82

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 8.07. Resignation of Agent

 	
  

 	
 82

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 8.08. Non-Reliance on Agent and
 Other Lenders

 	
  

 	
 83

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 8.09. Other Agents

 	
  

 	
 83

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE IX

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 9.01. Amendments, Etc.

 	
  

 	
 83

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 9.02. Notices, Etc.

 	
  

 	
 84

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 9.03. No Waiver; Remedies

 	
  

 	
 86

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 9.04. Costs and Expenses

 	
  

 	
 86

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 9.05. Binding Effect

 	
  

 	
 87

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 9.06. Assignments and
 Participations

 	
  

 	
 87

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 9.07. Designated Subsidiaries

 	
  

 	
 91

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 9.08. Confidentiality

 	
  

 	
 92

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 9.09. Mitigation of Yield
 Protection

 	
  

 	
 93

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 9.10. Governing Law

 	
  

 	
 93

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 9.11. Execution in Counterparts

 	
  

 	
 93

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 9.12. Jurisdiction, Etc

 	
  

 	
 93

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 9.13. Substitution of Currency

 	
  

 	
 94

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 9.14. Final Agreement

 	
  

 	
 94

 



4









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 9.15. Judgment

 	
  

 	
 94

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 9.16. No Liability of the Issuing
 Banks

 	
  

 	
 95

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 9.17. Patriot Act Notice

 	
  

 	
 95

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 9.18. License Agreement and CDS Data

 	
  

 	
 95

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 9.19. No Fiduciary Duty

 	
  

 	
 96

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 9.20. Waiver of Jury Trial

 	
  

 	
 98

 


5





SCHEDULES


Schedule I -
Commitments


Schedule II
–Mandatory Cost


Schedule
2.01(b) - Existing Letters of Credit


	
  

 	
  

 	
  

 
	
 EXHIBITS

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 Exhibit A-1

 	
 -

 	
 Form of
 Revolving Credit Note

 
	
  

 	
  

 	
  

 
	
 Exhibit A-2

 	
 -

 	
 Form of
 Competitive Bid Note

 
	
  

 	
  

 	
  

 
	
 Exhibit B-1

 	
 -

 	
 Form of
 Notice of Revolving Credit Borrowing

 
	
  

 	
  

 	
  

 
	
 Exhibit B-2

 	
 -

 	
 Form of
 Notice of Competitive Bid Borrowing

 
	
  

 	
  

 	
  

 
	
 Exhibit B-3

 	
 -

 	
 Form of
 Notice of Swing Line Borrowing

 
	
  

 	
  

 	
  

 
	
 Exhibit C

 	
 -

 	
 Form of
 Assignment and Assumption

 
	
  

 	
  

 	
  

 
	
 Exhibit D

 	
 -

 	
 Form of
 Designation Letter

 
	
  

 	
  

 	
  

 
	
 Exhibit E

 	
  

 	
 Form of
 Opinion of the General Counsel or an Assistant General Counsel of the Company

 
	
  

 	
  

 	
  

 
	
 Exhibit F

 	
 -

 	
 Form of
 Opinion of Counsel to a Designated Subsidiary

 
	
  

 	
  

 	
  

 
	
 Exhibit G

 	
  

 	
 Form of
 Opinion of Shearman & Sterling LLP, Counsel to the Agent

 


6





AMENDED AND RESTATED FIVE YEAR CREDIT
AGREEMENT


Dated as of April 2, 2012


                    HONEYWELL
INTERNATIONAL INC., a Delaware corporation (the “Company”), the banks,
financial institutions and other institutional lenders (the “Initial Lenders”),
initial issuing banks (the “Initial Issuing Banks”) and swing line banks
(the “Initial Swing Line Banks”) listed on the signature pages hereof,
and CITIBANK, N.A. (“Citibank”), as administrative agent (the “Agent”)
for the Lenders (as hereinafter defined), CITIBANK INTERNATIONAL PLC, as swing
line agent (the “Swing Line Agent”) for the Swing Line Banks (as
hereinafter defined), JPMORGAN CHASE BANK, N.A., as syndication agent, BANK OF
AMERICA, N.A., BARCLAYS BANK PLC, DEUTSCHE BANK SECURITIES INC., GOLDMAN SACHS
BANK USA, MORGAN STANLEY MUFG LOAN PARTNERS, LLC and THE ROYAL BANK OF SCOTLAND
PLC, as documentation agents, and CITIGROUP GLOBAL MARKETS INC. and J.P. MORGAN
SECURITIES LLC, as joint lead arrangers and co-book managers, hereby agree as
follows:


                    PRELIMINARY
STATEMENT.


                    The
Company, the lenders parties thereto and Citibank, as agent, were parties to
that certain Five Year Credit Agreement dated as of March 31, 2011 (the “Existing
Credit Agreement”). Subject to the satisfaction of the conditions set forth
in Section 3.01, the Company, the parties hereto and Citibank, as Agent, desire
to amend and restate the Existing Credit Agreement as herein set forth.


ARTICLE I


DEFINITIONS AND ACCOUNTING TERMS


                    SECTION
1.01. Certain Defined Terms.


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




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


          “Advance”
means a Revolving Credit Advance, a Swing Line Advance or a Competitive Bid
Advance.


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











          “Agents”
means the Agent and the Swing Line Agent.


          “Agent’s
Account” means (a) in the case of Advances denominated in Dollars, the
account of the Agent maintained by the Agent at Citibank at its office at 388
Greenwich Street, New York, New York 10013, Account No. 36852248, Attention:
Bank Loan Syndications, (b) in the case of Advances denominated in any
Foreign Currency, the account of the Sub-Agent designated in writing from time
to time by the Agent to the Company and the Lenders for such purpose and
(c) in any such case, such other account of the Agent as is designated in
writing from time to time by the Agent to the Company and the Lenders for such
purpose.


          “Alternate
Currency” means any lawful currency other than Dollars and the Major
Currencies that is freely transferable and convertible into Dollars.


          “Applicable
Lending Office” means, with respect to each Lender, such Lender’s Domestic
Lending Office in the case of a Base Rate Advance and such Lender’s
Eurocurrency Lending Office in the case of a Eurocurrency Rate Advance and, in
the case of a Competitive Bid Advance, the office of such Lender notified by
such Lender to the Agent as its Applicable Lending Office with respect to such
Competitive Bid Advance.


          “Applicable
Letter of Credit Rate” means, as of any date, a percentage per annum equal
to the Market Rate Spread on the Spread Determination Date in relation to
Letters of Credit.


          “Applicable
Margin” means (a) (i) for Eurocurrency Rate Advances and for Swing Line
Advances as of any date, a percentage per annum equal to the Market Rate Spread
on the Spread Determination Date in relation to such Advances and (b) for Base
Rate Advances as of any date, a rate per annum that is 100 basis points lower
than the rate determined in accordance with clause (a) above; provided
that in no event shall the Applicable Margin for Base Rate Advances be lower
than 0.00%.


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


	
  

 	
  

 	
  

 
	
 Public Debt Rating

 S&P/Moody’s

 	
  

 	
 Applicable

 Percentage

 
	

 


 	
  

 	

 


 
	
 Level 1

 A+ or A1 or above

 	
  

 	
 0.060%

 
	
 Level 2

 Lower than Level 1 but at

 least A or A2

 	
  

 	
 0.080%

 
	
 Level 3

 Lower than Level 2 but at 

 least A- or A3

 	
  

 	
 0.100%

 
	
 Level 4

 Lower than Level 3 but at 

 least BBB+ or Baa1

 	
  

 	
 0.150%

 
	
 Level 5

 Lower than Level 4

 	
  

 	
 0.200%

 




8









          “Assignment
and Assumption” means an assignment and assumption entered into by a Lender
and an Eligible Assignee (with the consent of any party whose consent is
required by Section 9.06), and accepted by the Agent, in substantially the form
of Exhibit C or any other form approved by the Administrative Agent.


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


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


          “Available
Amount” of any Letter of Credit means, at any time, the maximum amount
available to be drawn under such Letter of Credit at such time (assuming
compliance at such time with all conditions to drawing), converting all
non-Dollar amounts into the Dollar Equivalent thereof at such time; provided, however, that with respect to any Letter of Credit that, by its terms
or the terms of any L/C Related Document related thereto, provides for one or
more automatic increases in the stated amount thereof, the Available Amount of
such Letter of Credit shall be deemed to be the maximum stated amount of such
Letter of Credit after giving effect to all such increases, whether or not such
maximum stated amount is in effect at such times.


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


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


          “Base
Rate Advance” means a Revolving Credit Advance denominated in Dollars that
bears interest as provided in Section 2.08(a)(i)(A).


          “Borrower”
means the Company or any Designated Subsidiary, as the context requires.


          “Borrowing”
means a Revolving Credit Borrowing, a Swing Line Borrowing or a Competitive Bid
Borrowing.


          “Business
Day” means a day of the year on which banks are not required or authorized
by law to close in New York City and, if the applicable Business Day
relates to 



9










any Eurocurrency Rate Advance or LIBO Rate Advance, on which dealings
are carried on in the London interbank market and banks are open for business
in London and in the country of issue of the currency of such Eurocurrency Rate
Advance or LIBO Rate Advance (or, in the case of an Advance denominated in
Euros, on which the Trans-European Automated Real-Time Gross Settlement Express
Transfer (TARGET) System is open) and, if the applicable Business Day relates
to any Local Rate Advance, on which banks are open for business in the country
of issue of the currency of such Local Rate Advance.


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


          “Change
of Control” means that (i) any Person or group of Persons (within the
meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended
(the “Act”)) (other than the Company, any Subsidiary of the Company or
any savings, pension or other benefit plan for the benefit of employees of the
Company or its Subsidiaries) which theretofore beneficially owned less than 30%
of the Voting Stock of the Company then outstanding shall have acquired
beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities
and Exchange Commission under the Act) of 30% or more in voting power of the
outstanding Voting Stock of the Company or (ii) during any period of twelve
consecutive calendar months commencing at the Effective Date, individuals who
at the beginning of such twelve-month period were directors of the Company
shall cease to constitute a majority of the Board of Directors of the Company.


          “Citibank”
means Citibank, N.A.


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


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


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


          “Competitive
Bid Advance” means an advance by a Lender to any Borrower as part of a
Competitive Bid Borrowing resulting from the competitive bidding procedure
described in Section 2.03 and refers to a Fixed Rate Advance, a LIBO Rate
Advance or a Local Rate Advance (each of which shall be a “Type” of
Competitive Bid Advance).


          “Competitive
Bid Borrowing” means a borrowing consisting of simultaneous Competitive Bid
Advances from each of the Lenders whose offer to make one or more Competitive
Bid Advances as part of such borrowing has been accepted under the competitive
bidding procedure described in Section 2.03.


          “Competitive
Bid Note” means a promissory note of any Borrower payable to the order of
any Lender, in substantially the form of Exhibit A-2 hereto, evidencing
the indebtedness of such Borrower to such Lender resulting from a Competitive
Bid Advance made by such Lender to such Borrower.



10










          “Consenting
Lender” has the meaning specified in Section 2.19(b).


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


          “Consolidated
Subsidiary” means, at any time, any Subsidiary the accounts of which are
required at that time to be included on a Consolidated basis in the
Consolidated financial statements of the Company, assuming that such financial
statements are prepared in accordance with GAAP.


          “Convert”,
“Conversion” and “Converted” each refers to a conversion of
Revolving Credit Advances of one Type into Revolving Credit Advances of the
other Type pursuant to Section 2.09 or 2.12.


          “Debt”
means, with respect to any Person: (i) indebtedness of such Person, which is
not limited as to recourse to such Person, for borrowed money (whether by loan
or the issuance and sale of debt securities) or for the deferred (for 90 days or
more) purchase or acquisition price of property or services; (ii) indebtedness
or obligations of others which such Person has assumed or guaranteed; (iii)
indebtedness or obligations of others secured by a lien, charge or encumbrance
on property of such Person whether or not such Person shall have assumed such
indebtedness or obligations; (iv) obligations of such Person in respect of
letters of credit (other than performance letters of credit, except to the
extent backing an obligation of any Person which would be Debt of such Person),
acceptance facilities, or drafts or similar instruments issued or accepted by
banks and other financial institutions for the account of such Person; and (v)
obligations of such Person under leases which are required to be capitalized on
a balance sheet of such Person in accordance with GAAP.


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


          “Defaulting
Lender” means at any time, subject to Section 2.20(d), (i) any Lender that
has failed for two or more Business Days to comply with its obligations under
this Agreement to make an Advance, unless such Lender notifies the Agent and the Company in writing that
such failure to comply is the result of such Lender’s determination that one or
more conditions precedent to funding (each of which conditions precedent,
together with any applicable default, shall be specifically identified in such
writing) has not been satisfied, (ii) any Lender that has notified the
Agent or the Company in writing, or has stated publicly, that it does not
intend to comply with its funding obligations hereunder (unless such writing or
public statement relates to such Lender’s obligation to fund an Advance hereunder and states that such position
is based on such Lender’s determination that a condition precedent to funding
(which condition precedent, together with any applicable default, shall be
specifically identified in such writing or public statement) cannot be
satisfied), (iii) any Lender that has defaulted on its funding obligations
under other loan agreements or credit agreements generally or that has
notified, or whose Parent Company has notified, the Agent or the Company in
writing, or has stated publicly, that it does not intend to comply with its
funding obligations under loan agreements or credit agreements generally
(unless such writing or public statement relates to such Lenders’ 



11









obligation to
fund a Loan hereunder and states that such position is based on such Lender’s
determination that a condition precedent to funding (which condition precedent,
together with any applicable default, shall be specifically identified in such
writing or public statement) cannot be satisfied), (iv) any Lender that has,
for three or more Business Days after written request of the Agent or the
Company, failed to confirm in writing to the Agent and the Company that it will
comply with its prospective funding obligations hereunder (provided that such
Lender will cease to be a Defaulting Lender pursuant to this clause (iv) upon
the Agent’s and the Company’s receipt of such written confirmation), or (v) any
Lender with respect to which a Lender Insolvency Event has occurred and is
continuing with respect to such Lender or its Parent Company. Any determination
by the Agent that a Lender is a Defaulting Lender under any of clauses (i)
through (v) above will be conclusive and binding absent manifest error, and
such Lender will be deemed to be a Defaulting Lender (subject to Section
2.20(d)) upon notification of such determination by the Agent to the Company
and the Lenders. 


          “Designated
Subsidiary” means any corporate Subsidiary of the Company designated for
borrowing privileges under this Agreement pursuant to Section 9.07.


          “Designation
Letter” means, with respect to any Designated Subsidiary, a letter in the
form of Exhibit D hereto signed by such Designated Subsidiary and the Company.


          “Dollar
Swing Line Advance” means a Swing Line Advance denominated in Dollars that
bears interest as provided in Section 2.08(a)(ii)(B).


          “Dollars”
and the “$” sign each mean lawful money of the United States of America.


          “Domestic
Lending Office” means, with respect to any Initial Lender, the office of
such Lender specified as its “Domestic Lending Office” in its Administrative
Questionnaire delivered to the Agent, or such other office of such Lender as
such Lender may from time to time specify to the Company and the Agent.


          “Domestic
Subsidiary” means any Subsidiary whose operations are conducted primarily
in the United States excluding any Subsidiary whose assets consist primarily of
the stock of Subsidiaries whose operations are conducted outside the United
States of America.


          “Effective
Date” means March 31, 2011.


          “Eligible
Assignee” means (any Person that meets the requirements to be an assignee
under Section 9.06(b)(iii), (v) and (vi) (subject to such consents, if any, as
may be required under Section 9.06(b)(iii)).


          “Environmental
Action” means any action, suit, demand, demand letter, claim, notice of
non-compliance or violation, notice of liability or potential liability,
investigation, proceeding, consent order or consent agreement relating in any
way to any Environmental Law, Environmental Permit or Hazardous Materials or
arising from alleged injury or threat of injury to health, safety or the
environment, including, without limitation, 



12









(a) by any governmental or regulatory authority for enforcement,
cleanup, removal, response, remedial or other actions or damages and
(b) by any governmental or regulatory authority or any third party for
damages, contribution, indemnification, cost recovery, compensation or injunctive
relief.


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


          “Environmental
Permit” means any permit, approval, identification number, license or other
authorization required under any Environmental Law.


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


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


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


          “ERISA
Event” with respect to any Person means (a) (i) the occurrence of a
reportable event, within the meaning of Section 4043 of ERISA, with
respect to any Plan of such Person or any of its ERISA Affiliates unless the
30-day notice requirement with respect to such event has been waived by the
PBGC, or (ii) an event described in paragraph (9), (10), (11), (12) or
(13) of Section 4043(c) of ERISA is reasonably expected to occur with respect
to a Plan of such Person or any of its ERISA Affiliates within the following 30
days, and the contributing sponsor, as defined in Section 4001(a)(13) of ERISA,
of such Plan is required under Section 4043(b)(3) of ERISA (taking into account
Section 4043(b)(2) of ERISA) to notify the PBGC that the event is about to
occur; (b) the application for a minimum funding waiver with respect to a
Plan of such Person or any of its ERISA Affiliates; (c) the provision by
the administrator of any Plan of such Person or any of its ERISA Affiliates of
a notice of intent to terminate such Plan in a distress termination pursuant to
Section 4041(a)(2) of ERISA (including any such notice with 



13









respect to a plan amendment referred to in Section 4041(e) of
ERISA); (d) the cessation of operations at a facility of such Person or
any of its ERISA Affiliates in the circumstances described in
Section 4062(e) of ERISA; (e) the withdrawal by such Person or any of
its ERISA Affiliates from a Multiple Employer Plan during a plan year for which
it was a substantial employer, as defined in Section 4001(a)(2) of ERISA;
(f) the conditions for the imposition of a lien under Section 303(k)
of ERISA shall have been met with respect to any Plan of such Person or any of
its ERISA Affiliates; (g) the determination that any Plan is in “at risk”
status (within the meaning of Section 303 of ERISA; or (h) the institution
by the PBGC of proceedings to terminate a Plan of such Person or any of its
ERISA Affiliates pursuant to Section 4042 of ERISA, or the occurrence of
any event or condition described in Section 4042 of ERISA that constitutes
grounds for the termination of, or the appointment of a trustee to administer,
such Plan.


          “Escrow”
means an escrow established with an independent escrow agent pursuant to an
escrow agreement reasonably satisfactory in form and substance to the Person or
Persons asserting the obligation of one or more Borrowers to make a payment to
it or them hereunder.


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


          “Eurocurrency
Lending Office” means, with respect to any Initial Lender, the office of
such Lender specified as its “Eurocurrency Lending Office” in its
Administrative Questionnaire delivered to the Agent, or such other office of
such Lender as such Lender may from time to time specify to the Company and the
Agent.


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


          “Eurocurrency
Rate” means, for any Interest Period for each Eurocurrency Rate Advance
comprising part of the same Revolving Credit Borrowing, an interest rate per
annum equal to the rate per annum obtained by dividing (a) the rate per
annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on
the Reuters Page as the London interbank offered rate for deposits in Dollars
or in the relevant Major Currency at approximately 11:00 A.M. (London time) two
Business Days prior to the first day of such Interest Period for a term
comparable to such Interest Period or, if for any reason such rate is not
available, the average (rounded upward to the nearest whole multiple of 1/32 of
1% per annum, if such average is not such a multiple) of the rate per annum at
which deposits in Dollars or in the relevant Major Currency are offered by the
principal office of each of the Reference Banks in London, England to prime
banks in the London interbank market at 11:00 A.M. (London time) two
Business Days before the first day of such Interest Period in an amount
substantially equal to such Reference Bank’s Eurocurrency Rate Advance
comprising part of such Revolving Credit Borrowing to be outstanding during
such Interest Period and for a period equal to such Interest Period by
(b) a percentage equal to 100% minus the Eurocurrency Rate Reserve
Percentage for such Interest Period. If the Reuters Page is unavailable, the
Eurocurrency Rate for any Interest Period for each Eurocurrency 



14








Rate Advance comprising part of the same Revolving Credit Borrowing
shall be determined by the Agent on the basis of applicable rates furnished to
and received by the Agent from the Reference Banks two Business Days before the
first day of such Interest Period, subject, however, to the provisions
of Section 2.09.


          “Eurocurrency
Rate Advance” means a Revolving Credit Advance denominated in Dollars or in
a Major Currency that bears interest as provided in Section 2.08(a)(i)(B).


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


          “Euro
Swing Line Advance” means a Swing Line Advance denominated in Euro that
bears interest as provided in Section 2.08(a)(ii)(A).


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


          “Extension
Date” has the meaning specified in Section 2.19(b).


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


          “FATCA”
means Sections 1471 through 1474 of the Internal Revenue Code or any amended or
successor version to the extent substantively comparable and any current or
future regulations or official interpretations thereof.


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


          “Fixed
Rate Advance” has the meaning specified in Section 2.03(a)(i), which
Advance shall be denominated in Dollars or in any Foreign Currency.


          “Foreign
Currency” means any Major Currency or any Alternate Currency.



15









          “GAAP”
has the meaning specified in Section 1.03.


          “Hazardous
Materials” means (a) petroleum and petroleum products, byproducts or
breakdown products, radioactive materials, asbestos-containing materials,
polychlorinated biphenyls and radon gas and (b) any other chemicals, materials
or substances designated, classified or regulated as hazardous or toxic or as a
pollutant or contaminant under any Environmental Law.


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


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


          “Insufficiency”
means, with respect to any Plan, the amount, if any, of its unfunded benefit
liabilities, as defined in Section 4001(a)(18) of ERISA.


          “Interest
Period” means (a) for each Swing Line Advance comprising part of the same
Swing Line Borrowing, one period commencing on the date of such Swing Line
Advance and ending on a Business Day with a duration not to exceed five
Business Days and (b) for each Eurocurrency Rate Advance comprising part of the
same Revolving Credit Borrowing and each LIBO Rate Advance comprising part of
the same Competitive Bid Borrowing, the period commencing on the date of such
Eurocurrency Rate Advance or LIBO Rate Advance or the date of the Conversion of
any Base Rate Advance into such Eurocurrency Rate Advance and ending on the
last day of the period selected by the Borrower requesting such Borrowing
pursuant to the provisions below and, thereafter, with respect to Eurocurrency
Rate Advances, each subsequent period commencing on the last day of the
immediately preceding Interest Period and ending on the last day of the period
selected by such Borrower pursuant to the provisions below. The duration of
each such Interest Period for a Eurocurrency Rate Advance or a LIBO Rate
Advance shall be one, two, three or six months and, if available to all
Lenders, nine or twelve months, as the Borrower requesting the Borrowing may,
upon notice received by the Agent not later than 11:00 A.M. (New York
City time) on the third Business Day prior to the first day of such Interest
Period, select; provided, however, that:


	
  

 	
  

 
	
  

 	
           (i) such
 Borrower may not select any Interest Period that ends after the scheduled
 Termination Date;

 
	
  

 	
  

 
	
  

 	
           (ii) Interest
 Periods commencing on the same date for Eurocurrency Rate Advances comprising
 part of the same Revolving Credit Borrowing or for LIBO Rate Advances
 comprising part of the same Competitive Bid Borrowing shall be of the same
 duration;

 
	
  

 	
  

 
	
  

 	
           (iii) whenever
 the last day of any Interest Period would otherwise occur on a day other than
 a Business Day, the last day of such Interest Period shall be extended to
 occur on the next succeeding Business Day, provided, however,
 that, in the case of an Interest Period for Eurocurrency Rate Advances or
 LIBO Rate Advances, if such extension would cause the last day of such
 Interest Period to occur in the next following calendar month, the last day
 of such Interest Period shall occur on the next preceding Business Day; and

 




16













	
  

 	
  

 
	
  

 	
           (iv) in
 the case of an Interest Period for Eurocurrency Rate Advances or LIBO Rate
 Advances, whenever the first day of any Interest Period occurs on a day of an
 initial calendar month for which there is no numerically corresponding day in
 the calendar month that succeeds such initial calendar month by the number of
 months equal to the number of months in such Interest Period, such Interest
 Period shall end on the last Business Day of such succeeding calendar month.

 


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


          “Issuing
Bank” means an Initial Issuing Bank or any Eligible Assignee to which a
portion of the Letter of Credit Commitment hereunder has been assigned pursuant
to Section 9.06 so long as such Eligible Assignee expressly agrees to perform
in accordance with their terms all of the obligations that by the terms of this
Agreement are required to be performed by it as an Issuing Bank and notifies
the Agent of its Applicable Lending Office (which information shall be recorded
by the Agent in the Register), for so long as the Initial Issuing Bank or
Eligible Assignee, as the case may be, shall have a Letter of Credit
Commitment.


          “L/C
Related Documents” has the meaning specified in Section 2.07(c)(i).


          “Lender
Insolvency Event” means that (i) a Lender or its Parent Company is
insolvent, or is generally unable to pay its debts as they become due, or
admits in writing its inability to pay its debts as they become due, or makes a
general assignment for the benefit of its creditors, or (ii) such Lender or its
Parent Company is the subject of a bankruptcy, insolvency, reorganization,
liquidation or similar proceeding, or a receiver, trustee, conservator,
intervenor or sequestrator or the like has been appointed for such Lender or
its Parent Company, or such Lender or its Parent Company has taken any action
in furtherance of or indicating its consent to or acquiescence in any such
proceeding or appointment; provided
that a Lender Insolvency Event shall not result solely by virtue of the
ownership or acquisition of any equity interest in such Person by a
governmental authority so long as such ownership interest does not
result in or provide such Person with immunity from the jurisdiction of courts
within the United States or from the enforcement of judgments or writs of
attachment on its assets or permit such Lender (or such governmental authority)
to reject, repudiate, disavow or disaffirm any contracts or agreements made
with such Person.


          “Lenders”
means, collectively, (i) Initial Lenders, (ii) the Issuing Banks, (iii)
the Swing Line Banks (unless the context otherwise requires), (v) each Assuming
Lender that shall become a party hereto pursuant to Section 2.18 or 2.19 and
(v) each Eligible Assignee that shall become a party hereto pursuant to
Section 9.06.


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


          “Letter
of Credit Application” has the meaning specified in Section 2.04(a).


          “Letter
of Credit Commitment” means, with respect to each Issuing Bank, the
obligation of such Issuing Bank to issue Letters of Credit to any Borrower in
(a) the amount set forth opposite the Issuing Bank’s name on Schedule I hereto
under the caption “Letter 



17









of Credit Commitment” or (b) if such Issuing Bank has entered into one
or more Assignment and Assumptions, the amount set forth for such Issuing Bank
in the Register maintained by the Agent pursuant to Section 9.06(c) as
such Issuing Bank’s “Letter of Credit Commitment”, in each case as such amount
may be reduced prior to such time pursuant to Section 2.06.


          “Letter
of Credit Facility” means, at any time, an amount equal to the least of (a)
the aggregate amount of the Issuing Banks’ Letter of Credit Commitments at such
time, (b) $700,000,000 and (c) the aggregate amount of the Revolving Credit
Commitments, as such amount may be reduced at or prior to such time pursuant to
Section 2.06.


          “LIBO
Rate” means, for any Interest Period for all LIBO Rate Advances comprising
part of the same Competitive Bid Borrowing, an interest rate per annum equal to
the rate per annum obtained by dividing (a) the rate per annum (rounded
upwards, if necessary, to the nearest 1/100 of 1%) appearing on the Reuters
Page as the London interbank offered rate for deposits in Dollars or in the
relevant Foreign Currency at approximately 11:00 A.M. (London time) two
Business Days prior to the first day of such Interest Period or, if for any
reason such rate is not available, the average (rounded upward to the nearest
whole multiple of 1/32 of 1% per annum, if such average is not such a multiple)
of the rate per annum at which deposits in Dollars or in the relevant Foreign
Currency are offered by the principal office of each of the Reference Banks in
London, England to prime banks in the London interbank market at
11:00 A.M. (London time) two Business Days before the first day of such
Interest Period in an amount substantially equal to the amount that would be
the Reference Banks’ respective ratable shares of such Borrowing if such
Borrowing were to be a Revolving Credit Borrowing to be outstanding during such
Interest Period and for a period equal to such Interest Period by (b) a
percentage equal to 100% minus the Eurocurrency Rate Reserve Percentage for such
Interest Period. If the Reuters Page is unavailable, the LIBO Rate for any
Interest Period for each LIBO Rate Advance comprising part of the same
Competitive Bid Borrowing shall be determined by the Agent on the basis of
applicable rates furnished to and received by the Agent from the Reference
Banks two Business Days before the first day of such Interest Period, subject,
however, to the provisions of Section 2.09.


          “LIBO
Rate Advance” means a Competitive Bid Advance denominated in Dollars or in
any Foreign Currency and bearing interest based on the LIBO Rate.


          “Lien”
means any lien, mortgage, pledge, security interest or other charge or
encumbrance of any kind.


          “Local
Rate Advance” means a Competitive Bid Advance denominated in any Foreign
Currency sourced from the jurisdiction of issuance of such Foreign Currency and
bearing interest at a fixed rate.


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



18









          “Majority
Lenders” means at any time Lenders holding at least 51% of the then
aggregate principal amount (based on the Equivalent in Dollars at such time) of
the Revolving Credit Advances owing to Lenders, or, if no such principal amount
is then outstanding, Lenders having at least 51% of the Revolving Credit
Commitments; provided that if any Lender shall be a Defaulting Lender at
such time, there shall be excluded from the determination of Majority Lenders
at such time the Revolving Credit Commitments of such Lender at such time.


          “Mandatory
Cost” means the percentage rate per annum calculated by the Swing Line
Agent in accordance with Schedule II.


          “Market
Rate Spread” means a rate per annum equal to the credit default swap
mid-rate spread of the Company interpolated from the applicable Spread
Determination Date to the latest Termination Date (or, if the period from such
Spread Determination Date to the latest Termination Date is less than one year,
then the one-year credit default swap mid-rate spread of the Company), in
each case established on the most recent Spread Determination Date and based on
the credit default swap mid-rate spreads specified by Markit, as of the close
of business on the Business Day immediately prior to such Spread Determination
Date, subject to a minimum rate and a maximum rate as determined by reference
to the Public Debt Rating in effect on such date as set forth below:


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Public Debt Rating

 S&P/Moody’s

 	
  

 	
 Minimum Rate

 	
  

 	
 Maximum Rate

 
	

 


 	
  

 	

 


 	
  

 	

 


 
	
 Level 1

 A+ or A1 or above

 	
  

 	
 0.250%

 	
  

 	
 0.875%

 
	
 Level 2

 Lower than Level 1 but at 

 least A or A2

 	
  

 	
 
0.300%

 	
  

 	
 
1.000%

 
	
 Level 3

 Lower than Level 2 but at 

 least A- or A3

 	
  

 	
 
0.500%

 	
  

 	
 
1.250%

 
	
 Level 4

 Lower than Level 3 but at 

 least BBB+ or Baa1

 	
  

 	
 
0.625%

 	
  

 	
 
1.375%

 
	
 Level 5

 Lower than Level 4

 	
  

 	
 0.750%

 	
  

 	
 1.500%

 


          If the
Company’s interpolated credit default swap spread, as specified by Markit is
unavailable, the Company and the Lenders shall negotiate in good faith (for a
period of up to thirty days after such spread becomes unavailable (such
thirty-day period, the “Negotiation Period”)) to agree on an alternative
method for establishing the Market Rate Spread. The Applicable Margin at any
determination date thereof which falls during the Negotiation Period shall be
based upon the then most recently available quote of the Market Rate Spread. If
no such alternative method is agreed upon during the Negotiation Period, the
Market Rate Spread at any determination date subsequent to the end of the 



19









Negotiation Period shall be a rate per annum equal to the maximum rate
applicable from time to time as determined in the immediately preceding
paragraph. If the Company’s interpolated credit default swap spread again
becomes available through Markit, then Market Rate Spread shall be determined
on the basis of such credit default swap spread as set forth above.


          “Markit”
means Markit Group Ltd. (or any successor).


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


          “Material
Adverse Effect” means a material adverse effect on (a) the financial
condition or results of operations of the Company and its Consolidated Subsidiaries
taken as a whole, (b) the rights and remedies of the Agent or any Lender
under this Agreement or any Note or (c) the ability of the Borrowers to
perform their obligations under this Agreement or any Note.


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


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


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


          “Net
Tangible Assets of the Company and its Consolidated Subsidiaries”, as at
any particular date of determination, means the total amount of assets (less
applicable reserves and other properly deductible items) after deducting
therefrom (a) all current liabilities (excluding any thereof which are by their
terms extendible or renewable at the option of the obligor thereon to a time
more than 12 months after the time as of which the amount thereof is being
computed) and (b) all goodwill, trade names, trademarks, patents, unamortized
debt discount and expense and other like intangible assets, as set forth in the
most recent balance sheet of the Company and its Consolidated Subsidiaries and
computed in accordance with GAAP.


          “Non-Consenting
Lender” has the meaning specified in Section 2.19(b).


          “Non-Defaulting
Lender” means, at any time, a Lender that is not a Defaulting Lender. 


          “Note”
means a Revolving Credit Note or a Competitive Bid Note.



20







	
  

 	
  

 
	
  

 	
           “Notice
 of Competitive Bid Borrowing” has the meaning specified in
 Section 2.03(a).

 
	
  

 	
  

 
	
  

 	
           “Notice
 of Issuance” has the meaning specified in Section 2.04(a).

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           “Obligations”
 has the meaning specified in Section 7.01(b).

 
	
  

 	
  

 
	
  

 	
           “Parent
 Company” means, with respect to a Lender, the bank holding company (as
 defined in Federal Reserve Board Regulation Y), if any, of such Lender,
 and/or any Person owning, beneficially or of record, directly or indirectly,
 a majority of the shares of such Lender.

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           “Public
 Debt Rating” means, as of any date, the highest rating that has been most
 recently announced by either S&P or Moody’s, as the case may be, for any
 class of non-credit enhanced long-term senior unsecured debt issued by the
 Company. For purposes of the foregoing, (a) if only one of S&P and
 Moody’s shall have in effect a Public Debt Rating, the Applicable Percentage
 and the Market Rate Spread shall be determined by reference to the available
 rating; (b) if neither S&P nor Moody’s shall have in effect a Public
 Debt Rating, the Applicable Percentage and the Market Rate Spread will be set
 in accordance with Level 5 under the definition of “Applicable
 Percentage” or “Market Rate Spread”, as the case may be;
 (c) if the ratings established by S&P and Moody’s shall fall within
 different levels, the Applicable Percentage and the Market Rate Spread shall
 be based upon the higher rating, provided that if the lower of such
 ratings is more than one level below the higher of such ratings, the
 Applicable Percentage and the Market Rate Spread shall be determined by
 reference to the level that is one level above such lower rating; (d) if
 any rating established by S&P or Moody’s shall be changed, such change
 shall be effective as of the date on which such change is first announced
 publicly by the rating agency making such change; and (e) if S&P or
 Moody’s shall change the basis on which ratings are established, each
 reference to the Public Debt Rating announced by S&P or Moody’s, as the
 case may be, shall refer to the then equivalent rating by S&P or Moody’s,
 as the case may be.

 


21









	
  

 	
  

 
	
  

 	
           “Ratable
 Share” of any amount means, with respect to any Lender at any time, the
 product of (a) a fraction the numerator of which is the amount of such
 Lender’s Revolving Credit Commitment at such time and the denominator of
 which is the aggregate Revolving Credit Commitments at such time and (b) such
 amount.

 
	
  

 	
  

 
	
  

 	
           “Rating
 Condition” has the meaning specified in Section 2.06(c)(ii).

 
	
  

 	
  

 
	
  

 	
           “Rating
 Condition Notice” has the meaning specified in Section 2.06(c)(ii).

 
	
  

 	
  

 
	
  

 	
           “Reference
 Banks” means Citibank, Bank of America, N.A., JPMorgan Chase Bank, N.A.
 and Deutsche Bank AG New York Branch.

 
	
  

 	
  

 
	
  

 	
           “Register”
 has the meaning specified in Section 9.06(c).

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           “Restricted
 Property” means (a) any property of the Company located within the United
 States of America that, in the opinion of the Company’s Board of Directors,
 is a principal manufacturing property or (b) any shares of capital stock or
 Debt of any Subsidiary owning any such property.

 
	
  

 	
  

 
	
  

 	
           “Reuters
 Page” means the Reuters Screen LIBOR01 Page.

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           “Revolving
 Credit Commitment” means as to any Lender (i) the Dollar amount set forth
 opposite its name on Schedule I hereto under the caption “Revolving Credit
 Commitment”, (ii) if such Lender has become a Lender hereunder pursuant to an
 Assumption Agreement, the Dollar amount set forth in such Assumption
 Agreement or (iii) if such Lender has entered into any Assignment and
 Assumption, the Dollar amount set forth for such Lender in the Register
 maintained by the Agent pursuant to Section 9.06(c) as such Lender’s
 Revolving Credit Commitment, in each case as the same may be terminated or
 reduced, as the case may be, pursuant to Section 2.06 or increased pursuant
 to Section 2.18 (and, in the case of a Swing Line Bank, its Revolving Credit
 Commitment or that of its affiliate shall include such Swing Line Bank’s
 Swing Line Commitment).

 


22









	
  

 	
  

 
	
  

 	
           “Revolving
 Credit Facility” means, at any time, the aggregate amount of the
 Revolving Credit Commitments, as such amount may be reduced at or prior to
 such time pursuant to Section 2.06.

 
	
  

 	
  

 
	
  

 	
           “Revolving
 Credit Note” means a promissory note of any Borrower payable to the order
 of any Lender, delivered pursuant to a request made under Section 2.17 in
 substantially the form of Exhibit A-1 hereto, evidencing the aggregate
 indebtedness of such Borrower to such Lender resulting from the Revolving
 Credit Advances made by such Lender to such Borrower.

 
	
  

 	
  

 
	
  

 	
           “Sale
 and Leaseback Transaction” means any arrangement with any Person (other
 than the Company or a Subsidiary of the Company), or to which any such Person
 is a party, providing for the leasing to the Company or to a Subsidiary of
 the Company owning Restricted Property for a period of more than three years
 of any Restricted Property that has been or is to be sold or transferred by
 the Company or such Subsidiary to such Person, or to any other Person (other
 than the Company or a Subsidiary of the Company) to which funds have been or
 are to be advanced by such Person on the security of the leased property. It
 is understood that arrangements pursuant to Section 168(f)(8) of the
 Internal Revenue Code of 1954, as amended, or any successor provision having
 similar effect, are not included within this definition of “Sale and
 Leaseback Transaction”.

 
	
  

 	
  

 
	
  

 	
           “SEC”
 has the meaning specified in Section 5.01(h)(iii).

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           “Spread
 Determination Date” means, at any time, (a) for any
 Eurocurrency Advance, (i) the date that is two Business Days before the
 commencement of the Interest Period applicable to such Advance and (ii) in
 the case of an Interest Period of more than three months’ duration, the date
 that is the last Business Day of each successive three-month period during
 such Interest Period, and (b) for any Base Rate Advance or any Letter of
 Credit, (i) the Effective Date and (ii) the last day (or if such day is not a
 Business Day, the immediately preceding Business Day) of each March, June,
 September and December after the Effective Date.

 
	
  

 	
  

 
	
  

 	
           “Sub-Agent”
 means Citibank International plc.

 
	
  

 	
  

 
	
  

 	
           “Subsidiary”
 of any Person means any corporation, partnership, joint venture, limited
 liability company, trust or estate of which (or in which) more than 50% of
 (a) the issued and outstanding capital stock having ordinary voting
 power to elect a majority of the Board of Directors of such corporation
 (irrespective of whether at the time capital stock of 

 


23






	
  

 	
  

 
	
  

 	
 any other class or classes of such corporation shall or might have
 voting power upon the occurrence of any contingency), (b) the interest
 in the capital or profits of such limited liability company, partnership or
 joint venture or (c) the beneficial interest in such trust or estate is
 at the time directly or indirectly owned or controlled by such Person, by
 such Person and one or more of its other Subsidiaries or by one or more of
 such Person’s other Subsidiaries.

 
	
  

 	
  

 
	
  

 	
           “Swing
 Line Advance” means an advance by a Swing Line Bank to any Borrower as
 part of a Swing Line Borrowing and refers to a Euro Swing Line Advance or a
 Dollar Swing Line Advance (each of which shall be a “Type” of Swing
 Line Advance).

 
	
  

 	
  

 
	
  

 	
           “Swing
 Line Bank” means each Initial Swing Line Bank and any other Lender
 acceptable to the Company and the Swing Line Agent that agrees to perform the
 duties of a Swing Line Bank hereunder.

 
	
  

 	
  

 
	
  

 	
           “Swing
 Line Borrowing” means a borrowing consisting of simultaneous Swing Line
 Advances made by each of the Swing Line Banks pursuant to Section 2.01(c).

 
	
  

 	
  

 
	
  

 	
           “Swing
 Line Commitment” means as to any Lender (i) the Euro amount set forth
 opposite such Lender’s name on Schedule I hereof or (ii) if such Lender has
 entered into an Assignment and Assumption, the Euro amount set forth for such
 Lender in the Register maintained by the Swing Line Agent pursuant to Section
 9.06(c), in each case as such amount may be reduced pursuant to Section 2.06.

 
	
  

 	
  

 
	
  

 	
           “Swing
 Line Facility” means, at any time, the aggregate amount of the Swing Line
 Banks’ Swing Line Commitments at such time.

 
	
  

 	
  

 
	
  

 	
           “Termination
 Date” means the earlier of (a) April 2, 2017, subject to the extension
 thereof pursuant to Section 2.19 and (b) the date of termination in whole of
 the Commitments pursuant to Section 2.06 or Section 6.01 or, if all
 Lenders elect to terminate their Commitments as provided therein, Section
 2.06(d); provided, however, that the Termination Date of any
 Lender that is a Non-Consenting Lender to any requested extension pursuant to
 Section 2.19 shall be the Termination Date in effect immediately prior to the
 applicable Extension Date for all purposes of this Agreement.

 
	
  

 	
  

 
	
  

 	
           “Threatened”
 means, with respect to any action, suit, investigation, litigation or
 proceeding, a written communication to the Company or a Designated
 Subsidiary, as the case may be, expressing an intention to immediately bring
 such action, suit, investigation, litigation or proceeding.

 
	
  

 	
  

 
	
  

 	
           “Unissued
 Letter of Credit Commitment” means, with respect to any Issuing Bank, the
 obligation of such Issuing Bank to issue Letters of Credit to any Borrower in
 an amount (converting all non-Dollar amounts into the then Dollar Equivalent
 thereof) equal to the excess of (a) the amount of its Letter of Credit
 Commitment over (b) the aggregate Available Amount of all Letters of Credit
 issued by such Issuing Bank.

 
	
  

 	
  

 
	
  

 	
           “Unused
 Commitment” means, with respect to each Lender at any time, (a) the
 amount of such Lender’s Revolving Credit Commitment at such time minus
 (b) the sum of 

 


24









	
  

 	
  

 
	
  

 	
 (i) the aggregate principal amount of all Revolving Credit Advances
 (based in respect of any Advances denominated in a Major Currency on the
 Equivalent in Dollars at such time) made by such Lender (in its capacity as a
 Lender) and outstanding at such time, plus (ii) such Lender’s Ratable
 Share of (A) the aggregate principal amount of the Competitive Bid Advances
 (based in respect of any Advances denominated in a Foreign Currency on the
 Equivalent in Dollars at such time), (B) the aggregate Available Amount of
 all the Letters of Credit outstanding at such time (based in respect of any
 Letters of Credit denominated in a Major Currency on the Equivalent in
 Dollars at such time) and (C) the aggregate principal amount of all Swing
 Line Advances outstanding at such time (based in respect of any Swing Line
 Advances denominated in Euros on the Equivalent in Dollars at such time); provided,
 further, that each Revolving Credit Lender’s Revolving Credit
 Commitment shall be deemed used from time to time to the extent of the Swing
 Line Advances made by it or its affiliate that is a Swing Line Bank.

 
	
  

 	
  

 
	
  

 	
           “Unused
 Commitment (Fee Calculation)” means, with respect to each Lender at any
 time, (a) the amount of such Lender’s Revolving Credit Commitment at such
 time minus (b) the sum of (i) the aggregate principal amount of all
 Revolving Credit Advances (based in respect of any Advances denominated in a
 Major Currency on the Equivalent in Dollars at such time) made by such Lender
 (in its capacity as a Lender) and outstanding at such time, plus (ii)
 such Lender’s Ratable Share of the aggregate Available Amount of all the
 Letters of Credit outstanding at such time (based in respect of any Letters
 of Credit denominated in a Major Currency on the Equivalent in Dollars at
 such time).

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           “Withdrawal
 Liability” has the meaning specified in Part I of Subtitle E of Title IV
 of ERISA.

 


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


                    SECTION
1.03. Accounting Terms. All accounting terms not specifically defined
herein shall be construed, and all financial computations and determinations
pursuant hereto shall be made, in accordance with generally accepted accounting
principles consistent with those applied in the preparation of the financial
statements referred to in Section 4.01(e) (“GAAP”); provided,
however, that, if any changes in accounting principles from those used
in the preparation of such financial statements have been required by the
rules, regulations, pronouncements or opinions of the Financial Accounting
Standards Board or the American Institute of Certified Public Accountants (or
successors thereto or agencies with similar functions) and have been adopted by
the Company with the agreement of its independent certified public accountants,
the Lenders agree to consider a request by the Company to amend this Agreement
to take account of such changes.


25





ARTICLE II


AMOUNTS AND TERMS OF THE ADVANCES AND LETTERS
OF CREDIT


                    SECTION
2.01. The Revolving Credit Advances, Letters of Credit and Swing Line
Advances. (a) Revolving Credit Advances. Each Lender severally
agrees, on the terms and conditions hereinafter set forth, to make Revolving
Credit Advances to any Borrower from time to time on any Business Day during
the period from the Effective Date until the Termination Date in an aggregate
amount (based in respect of any Revolving Credit Advance denominated in a Major
Currency on the Equivalent in Dollars determined on the date of delivery of the
applicable Notice of Revolving Credit Borrowing), not to exceed such Lender’s
Unused Commitment. Each Revolving Credit Borrowing shall be in an aggregate
amount not less than $10,000,000 (or the Equivalent thereof in any Major Currency
determined on the date of delivery of the applicable Notice of Revolving Credit
Borrowing) or an integral multiple of $1,000,000 (or the Equivalent thereof in
any Major Currency determined on the date of delivery of the applicable Notice
of Revolving Credit Borrowing) in excess thereof and shall consist of Revolving
Credit Advances of the same Type made on the same day by the Lenders ratably
according to their respective Revolving Credit Commitments; provided, however,
that if there is no unused portion of the Commitment of one or more Lenders at
the time of any requested Revolving Credit Borrowing such Borrowing shall
consist of Revolving Credit Advances of the same Type made on the same day by
the Lender or Lenders who do then have an Unused Commitment ratably according
to the aggregate Unused Commitments. Notwithstanding anything herein to the
contrary, no Revolving Credit Borrowing may be made in a Major Currency if,
after giving effect to the making of such Revolving Credit Borrowing, the Equivalent
in Dollars of the aggregate amount of outstanding Revolving Credit Advances
denominated in Major Currencies, together with the Equivalent in Dollars of the
aggregate amount of outstanding Competitive Bid Advances denominated in Foreign
Currencies, would exceed $500,000,000. Within the limits of each Lender’s
Revolving Credit Commitment, any Borrower may borrow under this Section
2.01(a), prepay pursuant to Section 2.10 and reborrow under this
Section 2.01(a).


                    (b)
Letters of Credit. Each Issuing Bank agrees, on the terms and conditions
hereinafter set forth, to issue performance and financial letters of credit
(each, a “Letter of Credit”) in any Major Currency for the account of
any Borrower from time to time on any Business Day during the period from the
Effective Date until 30 days before the Termination Date (i) in an aggregate
Available Amount for all Letters of Credit issued by all Issuing Banks not to
exceed at any time the Letter of Credit Facility at such time, (ii) in an amount
for each Issuing Bank not to exceed the amount of such Issuing Banks’ Letter of
Credit Commitment at such time and (iii) in an amount for each such Letter
of Credit not to exceed an amount equal to the Unused Commitments of the
Lenders at such time, in each case, converting all non-Dollar amounts into the
Dollar Equivalent thereof; provided that any Borrower may request that
Letters of Credit be issued for the account of any of its Subsidiaries (without
designating such Subsidiary as a Designated Subsidiary) so long as such
Borrower remains obligated for the reimbursement of any drawings under such
Letters of Credit under the terms of this Agreement. No Letter of Credit shall
have an expiration date (including all rights of the applicable Borrower or the
beneficiary to require renewal) of later than the Termination Date, provided
that no Letter of Credit may expire after the Termination Date of any
Non-Consenting Lender if, after giving effect to such issuance, the aggregate
Revolving Credit Commitments of the Consenting Lenders (including any
replacement 


26





Lenders) for the period following such Termination Date would be less
than the Available Amount of the Letters of Credit expiring after such
Termination Date. Within the limits referred to above, any Borrower may request
the issuance of Letters of Credit under this Section 2.01(b), repay any
Revolving Credit Advances resulting from drawings thereunder pursuant to
Section 2.04(c) and request the issuance of additional Letters of Credit under
this Section 2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be
deemed to constitute a Letter of Credit issued hereunder, and each Lender that
is an issuer of such a Letter of Credit shall, for purposes of Section 2.04, be
deemed to be an Issuing Bank for each such letter of credit, provided
that any renewal or replacement of any such letter of credit shall be issued by
an Issuing Bank pursuant to the terms of this Agreement. The terms “issue”,
“issued”, “issuance” and all similar terms, when applied to a Letter of Credit,
shall include any renewal, extension or amendment thereof.


                    (c)
The Swing Line Advances. Each Swing Line Bank severally agrees, on the
terms and conditions hereinafter set forth, to make Swing Line Advances to any
Borrower from time to time on any Business Day during the period from the
Effective Date until the Termination Date in an aggregate amount outstanding
not to exceed at any time the lesser of (i) such Swing Line Bank’s Swing Line
Commitment and (ii) the Unused Commitments of the Lenders at such time. Each
Swing Line Borrowing shall be in an aggregate amount of no less than €1,000,000
or $1,000,000, as the case may be. Each Swing Line Borrowing shall consist of
Swing Line Advances of the same Type made on the same day by the Swing Line
Banks ratably according to their respective Swing Line Commitments. Within the
limits of the Swing Line Facility and within the limits referred to in clause
(ii) above, the Borrowers may borrow under this 2.01(c), prepay pursuant to
Section 2.10 and reborrow under this Section 2.01(c).


                    (d)
 Relationship of the Swing Line
Facility with the Revolving Credit Facility. The Revolving Credit Facility
may be used by way of Swing Line Advances. The Swing Line Facility is not
independent of the Revolving Credit Facility.


                    SECTION
2.02. Making the Revolving Credit Advances and Swing Line Advances. (a)
Each Revolving Credit Borrowing shall be made on notice, given not later than
(x) 10:00 A.M. (New York City time) on the third Business Day prior to the date
of the proposed Revolving Credit Borrowing in the case of a Revolving Credit
Borrowing consisting of Eurocurrency Rate Advances denominated in any Major
Currency, (y) 11:00 A.M. (New York City time) on the third Business Day prior
to the date of the proposed Revolving Credit Borrowing in the case of a
Revolving Credit Borrowing consisting of Eurocurrency Rate Advances denominated
in Dollars or (z) 9:00 A.M. (New York City time) on the day of the proposed
Revolving Credit Borrowing in the case of a Revolving Credit Borrowing
consisting of Base Rate Advances, by any Borrower to the Agent (and the Agent
shall, in the case of a Revolving Credit Borrowing consisting of Eurocurrency
Rate Advances, immediately relay such notice to the Sub-Agent), which shall
give to each Lender prompt notice thereof by telecopier. Each such notice of a
Revolving Credit Borrowing (a “Notice of Revolving Credit Borrowing”)
shall be by telephone, confirmed immediately in writing, or telecopier in
substantially the form of Exhibit B-1 hereto, specifying therein the requested
(i) date of such Revolving Credit Borrowing, (ii) Type of Advances comprising
such Revolving Credit Borrowing, (iii) aggregate amount of such Revolving
Credit Borrowing, and (iv) in the case of a Revolving Credit Borrowing
consisting of Eurocurrency Rate Advances, initial Interest Period and currency
for each such Revolving Credit Advance. Each Lender shall, before 11:00 A.M.
(New York City time) on the date of such 


27





Revolving Credit Borrowing, in the case of a Revolving Credit Borrowing
consisting of Advances denominated in Dollars, and before 11:00 A.M. (London
time) on the date of such Revolving Credit Borrowing, in the case of a
Revolving Credit Borrowing consisting of Eurocurrency Rate Advances denominated
in any Major Currency, make available for the account of its Applicable Lending
Office to the Agent at the applicable Agent’s Account, in same day funds, such
Lender’s ratable portion (as determined in accordance with Section 2.01) of
such Revolving Credit Borrowing. After the Agent’s receipt of such funds and
upon fulfillment of the applicable conditions set forth in Article III, the
Agent will make such funds available to the Borrower requesting the Revolving
Credit Borrowing at the Agent’s aforesaid address or at the applicable Payment
Office, as the case may be; provided, however, that the Agent
shall first make a portion of such funds equal to the aggregate principal
amount of any Swing Line Advances made by the Swing Line Banks in the same
currency as the requested Revolving Credit Advance and outstanding on the date
of such Revolving Credit Borrowing, plus interest accrued and unpaid thereon to
and as of such date, available to the Swing Line Banks and such other Lenders
for repayment of such Swing Line Advances.


                    (b)
Each Swing Line Borrowing shall be made on notice, given not later than 9:30
A.M. (London time) on the date of the proposed Swing Line Borrowing, by the
applicable Borrower to the Swing Line Agent which shall give to each Swing Line
Bank prompt notice thereof by facsimile. Each such notice of a Swing Line
Borrowing (a “Notice of Swing Line Borrowing”) shall be by facsimile,
such notice to be in substantially the form of Exhibit B-3 hereto, specifying
therein the requested (i) date of such Swing Line Borrowing, (ii) Type of Swing
Line Advances comprising such Swing Line Borrowing, (iii) aggregate amount of
such Swing Line Borrowing, and (iv) the Interest Period for each such Swing
Line Advance. Each Swing Line Bank shall, before 11:00 A.M. (London time) on
the date of such Swing Line Borrowing, make available for the account of its
Applicable Lending Office to the Swing Line Agent, in same day funds, such
Swing Line Bank’s ratable portion of such Swing Line Borrowing. After receipt
of such funds by the Swing Line Agent and upon fulfillment of the applicable
conditions set forth in Article III, the Swing Line Agent will make such funds
available to the relevant Borrower as specified in the applicable Notice of
Swing Line Borrowing.


                    (c)
Anything in subsection (a) above to the contrary notwithstanding, a Borrower
may not select Eurocurrency Rate Advances for any proposed Revolving Credit
Borrowing if the obligation of the Lenders to make Eurocurrency Rate Advances
shall then be suspended pursuant to Section 2.09 or 2.12.


                    (d)
Each Notice of Revolving Credit Borrowing and Notice of Swing Line Borrowing of
any Borrower shall be irrevocable and binding on such Borrower. In the case of
any Revolving Credit Borrowing that the related Notice of Revolving Credit
Borrowing specifies is to be comprised of Eurocurrency Rate Advances, the
Borrower requesting such Revolving Credit Borrowing shall indemnify each Lender
against any loss, cost or expense incurred by such Lender as a result of any
failure by such Borrower to fulfill on or before the date specified in such
Notice of Revolving Credit Borrowing for such Revolving Credit Borrowing the
applicable conditions set forth in Article III, including, without limitation,
any loss (including loss of anticipated profits), cost or expense incurred by
reason of the liquidation or reemployment of deposits or other funds acquired
by such Lender to fund the Revolving Credit Advance to be made by such Lender
as part of such Revolving Credit Borrowing when such Revolving Credit Advance,
as a result of such 


28





failure, is not made on such date. The Borrower requesting a Swing Line
Borrowing shall indemnify each Swing Line Bank against any loss, cost or
expense incurred by such Swing Line Bank as a result of any failure to fulfill
on or before the date specified in such Notice of Swing Line Borrowing for such
Swing Line Borrowing the applicable conditions set forth in Article III,
including, without limitation, any loss (excluding loss of anticipated
profits), cost or expense incurred by reason of the liquidation or reemployment
of deposits or other funds acquired by such Swing Line Bank to fund the Swing
Line Advance to be made by such Swing Line Bank as part of such Swing Line
Borrowing when such Swing Line Advance, as a result of such failure, is not
made on such date.


                    (e)
(i) Unless the Agent shall have received notice from a Lender prior to the time
of any Revolving Credit Borrowing that such Lender will not make available to
the Agent such Lender’s ratable portion of such Revolving Credit Borrowing the
Agent may assume that such Lender has made such portion available to the Agent
on the date of such Revolving Credit Borrowing in accordance with subsection
(a) of this Section 2.02 and the Agent may, in reliance upon such assumption,
make available to the Borrower proposing such Revolving Credit Borrowing on
such date a corresponding amount. If and to the extent that such Lender shall
not have so made such ratable portion available to the Agent, such Lender and
such Borrower severally agree to repay to the Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date
such amount is made available to such Borrower until the date such amount is
repaid to the Agent, at (x) in the case of such Borrower, the higher of (A) the
interest rate applicable at the time to Revolving Credit Advances comprising such
Revolving Credit Borrowing and (B) the cost of funds incurred by the Agent in
respect of such amount and (y) in the case of such Lender, (A) the Federal
Funds Rate in the case of Advances denominated in Dollars or (B) the cost of
funds incurred by the Agent in respect of such amount in the case of Advances
denominated in any Major Currency. If such Lender shall repay to the Agent such
corresponding amount, such amount so repaid shall constitute such Lender’s
Revolving Credit Advance as part of such Revolving Credit Borrowing for
purposes of this Agreement.


                    (ii)
Unless the Swing Line Agent shall have received notice from a Swing Line Bank
prior to 11:00 A.M. (London time) on the day of any Swing Line Borrowing that
such Swing Line Bank will not make available to the Swing Line Agent such Swing
Line Bank’s ratable portion of such Swing Line Borrowing, the Swing Line Agent
may assume that such Swing Line Bank has made such portion available to the
Swing Line Agent on the date of such Swing Line Borrowing in accordance with
subsection (b) of this Section 2.02 and the Swing Line Agent may, in reliance
upon such assumption, make available to the Borrower proposing such Swing Line
Borrowing on such date a corresponding amount. If and to the extent that such
Swing Line Bank shall not have so made such ratable portion available to the
Swing Line Agent such Swing Line Bank and such Borrower severally agree to
repay to the Swing Line Agent forthwith on demand such corresponding amount
together with interest thereon, for each day from the date such amount is made
available to such Borrower until the date such amount is repaid to the Swing
Line Agent at (x) in the case of such Borrower, the higher of (A) the interest
rate applicable at the time to Swing Line Advances comprising such Swing Line
Borrowing and (B) the cost of funds incurred by the Swing Line Agent in respect
of such amount, and (y) in the case of such Swing Line Bank, the cost of funds
incurred by the Swing Line Agent in respect of such amount. If such Swing Line
Bank shall repay to the Swing Line Agent such corresponding amount, such amount
so repaid shall 


29





constitute such Swing Line Bank’s Swing Line Advance as part of such
Swing Line Borrowing for purposes of this Agreement.


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


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


                    (g)
If the respective Unused Commitments of the Lenders on the first day of an
Interest Period for any Revolving Credit Borrowing are different from the
respective Unused Commitments of the Lenders on the last day of such Interest
Period, the Agent shall so notify the Lenders and the respective Revolving
Credit Advances shall be reallocated among the Lenders so that, after giving
effect to such reallocation, the Revolving Credit Advances comprising such
Revolving Credit Borrowing and continuing into the subsequent Interest Period are
funded by the Lenders ratably according to their respective Unused Commitments
on such last day. Each Lender agrees that the conditions precedent set forth in
Section 3.03 shall not apply to any additional amounts required to be funded by
such Lender pursuant to this Section 2.02(g).


                    SECTION
2.03. The Competitive Bid Advances. (a) Each Lender severally agrees that
any Borrower may request Competitive Bid Borrowings under this Section 2.03
from time to time on any Business Day during the period from the date hereof
until the date occurring seven days prior to the Termination Date in the manner
set forth below; provided that, following the making of each Competitive
Bid Borrowing, the aggregate amount (based in respect of any Advance denominated
in a Foreign Currency on the Equivalent in Dollars on such Business Day) of the
Advances and the aggregate Available Amount of Letters of Credit then
outstanding shall not exceed the aggregate amount of the Revolving Credit
Commitments. Notwithstanding anything herein to the contrary, no Competitive
Bid Borrowing may be made in a Foreign Currency if, after giving effect to the
making of such Competitive Bid Borrowing, the Equivalent in Dollars of the
aggregate amount of outstanding Competitive Bid Advances denominated in Foreign
Currencies, together with the Equivalent in Dollars of the aggregate amount of
outstanding Revolving Credit Advances denominated in Major Currencies, would
exceed $500,000,000.


	
  

 	
  

 
	
  

 	
           (i) Any
 Borrower may request a Competitive Bid Borrowing under this Section 2.03 by
 delivering to the Agent (and the Agent shall, in the case of a Competitive
 Bid Borrowing not consisting of Fixed Rate Advances or LIBO Rate Advances to
 be denominated in Dollars, immediately notify the Sub-Agent), by telecopier,
 a notice of a Competitive Bid Borrowing (a “Notice of Competitive Bid
 Borrowing”), in substantially 

 


30









	
  

 	
  

 
	
  

 	
 the form of Exhibit B-2 hereto, specifying therein the requested (A)
 date of such proposed Competitive Bid Borrowing, (B) aggregate amount of such
 proposed Competitive Bid Borrowing, (C) interest rate basis and day count
 convention to be offered by the Lenders, (D) currency of such proposed
 Competitive Bid Borrowing, (E) in the case of a Competitive Bid Borrowing
 consisting of LIBO Rate Advances, Interest Period of each Competitive Bid
 Advance to be made as part of such Competitive Bid Borrowing, or in the case
 of a Competitive Bid Borrowing consisting of Fixed Rate Advances or Local
 Rate Advances, maturity date for repayment of each Fixed Rate Advance or
 Local Rate Advance to be made as part of such Competitive Bid Borrowing
 (which maturity date may not be earlier than the date occurring five days
 after the date of such Competitive Bid Borrowing or later than the
 Termination Date), (F) interest payment date or dates relating thereto, (G)
 location of such Borrower’s account to which funds are to be advanced, and
 (H) other terms (if any) to be applicable to such Competitive Bid Borrowing,
 not later than (w) 10:00 A.M. (New York City time) at least one Business Day
 prior to the date of the proposed Competitive Bid Borrowing, if such Borrower
 shall specify in its Notice of Competitive Bid Borrowing that the rates of
 interest to be offered by the Lenders shall be fixed rates per annum (each
 Advance comprising any such Competitive Bid Borrowing being referred to
 herein as a “Fixed Rate Advance”) and that the Advances comprising
 such proposed Competitive Bid Borrowing shall be denominated in Dollars, (x)
 10:00 A.M. (New York City time) at least four Business Days prior to the date
 of the proposed Competitive Bid Borrowing, if such Borrower shall instead
 specify in its Notice of Competitive Bid Borrowing that the Advances
 comprising such Competitive Bid Borrowing shall be LIBO Rate Advances
 denominated in Dollars, (y) 3:00 P.M. (New York City time) at least three
 Business Days prior to the date of the proposed Competitive Bid Borrowing, if
 such Borrower shall specify in the Notice of Competitive Bid Borrowing that
 the Advances comprising such proposed Competitive Bid Borrowing shall be
 either Fixed Rate Advances denominated in any Foreign Currency or Local Rate
 Advances denominated in any Foreign Currency and (z) 3:00 P.M. (New York City
 time) at least five Business Days prior to the date of the proposed
 Competitive Bid Borrowing, if such Borrower shall instead specify in its
 Notice of Competitive Bid Borrowing that the Advances comprising such
 Competitive Bid Borrowing shall be LIBO Rate Advances denominated in any
 Foreign Currency. Each Notice of Competitive Bid Borrowing shall be
 irrevocable and binding on such Borrower. Any Notice of Competitive Bid
 Borrowing by a Designated Subsidiary shall be given to the Agent in
 accordance with the preceding sentence through the Company on behalf of such
 Designated Subsidiary. The Agent shall in turn promptly notify each Lender of
 each request for a Competitive Bid Borrowing received by it from such
 Borrower by sending such Lender a copy of the related Notice of Competitive
 Bid Borrowing.

 
	
  

 	
  

 
	
  

 	
           (ii) Each
 Lender may, if, in its sole discretion, it elects to do so, irrevocably offer
 to make one or more Competitive Bid Advances to the Borrower proposing the
 Competitive Bid Borrowing as part of such proposed Competitive Bid Borrowing
 at a rate or rates of interest specified by such Lender in its sole
 discretion, by notifying the Agent (which shall give prompt notice thereof to
 such Borrower and to the Sub-Agent, if applicable), (A) before 9:30 A.M. (New
 York City time) on the date of such proposed Competitive Bid Borrowing, in
 the case of a Competitive Bid Borrowing consisting of Fixed Rate Advances
 denominated in Dollars, (B) before 10:00 A.M. (New York City 

 


31









	
  

 	
  

 	
  

 
	
  

 	
 time) three Business Days before the date of such proposed
 Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing
 consisting of LIBO Rate Advances denominated in Dollars, (C) before 10:00
 A.M. (New York City time) on the second Business Day prior to the date of
 such proposed Competitive Bid Borrowing, in the case of a Competitive Bid
 Borrowing consisting of either Fixed Rate Advances denominated in any Foreign
 Currency or Local Rate Advances denominated in any Foreign Currency and (D)
 before 10:00 A.M. (New York City time) four Business Days before the date of
 such proposed Competitive Bid Borrowing, in the case of a Competitive Bid
 Borrowing consisting of LIBO Rate Advances denominated in any Foreign
 Currency, of the minimum amount and maximum amount of each Competitive Bid
 Advance which such Lender would be willing to make as part of such proposed
 Competitive Bid Borrowing (which amounts, or the Equivalent thereof in
 Dollars, as the case may be, may, subject to the proviso to the first
 sentence of this Section 2.03(a), exceed such Lender’s Commitment, if any),
 the rate or rates of interest therefor and such Lender’s Applicable Lending
 Office with respect to such Competitive Bid Advance; provided that if
 the Agent in its capacity as a Lender shall, in its sole discretion, elect to
 make any such offer, it shall notify such Borrower of such offer at least 30
 minutes before the time and on the date on which notice of such election is
 to be given to the Agent, by the other Lenders. If any Lender shall elect not
 to make such an offer, such Lender shall so notify the Agent, before 10:00
 A.M. (New York City time) (and the Agent shall notify the Sub-Agent, if
 applicable) on the date on which notice of such election is to be given to
 the Agent by the other Lenders, and such Lender shall not be obligated to,
 and shall not, make any Competitive Bid Advance as part of such Competitive
 Bid Borrowing; provided that the failure by any Lender to give such
 notice shall not cause such Lender to be obligated to make any Competitive
 Bid Advance as part of such proposed Competitive Bid Borrowing.

 
	
  

 	
  

 	
  

 
	
  

 	
           (iii) The
 Borrower proposing the Competitive Bid Advance shall, in turn, (A) before
 10:30 A.M. (New York City time) on the date of such proposed Competitive Bid
 Borrowing, in the case of a Competitive Bid Borrowing consisting of Fixed
 Rate Advances denominated in Dollars, (B) before 11:00 A.M. (New York City
 time) three Business Days before the date of such proposed Competitive Bid
 Borrowing, in the case of a Competitive Bid Borrowing consisting of LIBO Rate
 Advances denominated in Dollars, (C) before 10:00 A.M. (New York City time)
 on the Business Day prior to the date of such Competitive Bid Borrowing, in
 the case of a Competitive Bid Borrowing consisting of either Fixed Rate
 Advances denominated in any Foreign Currency or Local Rate Advances
 denominated in any Foreign Currency and (D) before 10:00 A.M. (New York City
 time) three Business Days before the date of such proposed Competitive Bid
 Borrowing, in the case of a Competitive Bid Borrowing consisting of LIBO Rate
 Advances denominated in any Foreign Currency, either:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (x)
 cancel such Competitive Bid Borrowing by giving the Agent notice to that
 effect, or

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (y)
 accept one or more of the offers made by any Lender or Lenders pursuant to
 paragraph (ii) above, in its sole discretion, by giving notice to the Agent
 (and the Agent shall give notice to the Sub-Agent, if applicable) of the
 amount of each Competitive Bid Advance (which amount shall be equal to or
 greater than the

 


32









	
  

 	
  

 
	
  

 	
 minimum amount, and equal to or less than the maximum amount,
 notified to such Borrower by the Agent on behalf of such Lender for such
 Competitive Bid Advance pursuant to paragraph (ii) above) to be made by each
 Lender as part of such Competitive Bid Borrowing, and reject any remaining offers
 made by Lenders pursuant to paragraph (ii) above by giving the Agent notice
 to that effect; provided, however, that such Borrower shall not
 accept any offer in excess of the requested bid amount for any maturity. Such
 Borrower shall accept the offers made by any Lender or Lenders to make
 Competitive Bid Advances in order of the lowest to the highest rates of
 interest offered by such Lenders. If two or more Lenders have offered the
 same interest rate, the amount to be borrowed at such interest rate will be
 allocated among such Lenders in proportion to the amount that each such
 Lender offered at such interest rate.

 






	
  

 	
  

 
	
  

 	
           (iv) If
 the Borrower proposing the Competitive Bid Borrowing notifies the Agent that
 such Competitive Bid Borrowing is canceled pursuant to paragraph (iii)(x)
 above, the Agent shall give prompt notice thereof to the Lenders and such
 Competitive Bid Borrowing shall not be made.

 
	
  

 	
  

 
	
  

 	
           (v) If
 the Borrower proposing the Competitive Bid Borrowing accepts one or more of
 the offers made by any Lender or Lenders pursuant to paragraph (iii)(y)
 above, the Agent shall in turn promptly notify (A) each Lender that has made
 an offer as described in paragraph (ii) above, of the date and aggregate
 amount of such Competitive Bid Borrowing and whether or not any offer or
 offers made by such Lender pursuant to paragraph (ii) above have been
 accepted by such Borrower, (B) each Lender that is to make a Competitive Bid
 Advance as part of such Competitive Bid Borrowing, of the amount of each Competitive
 Bid Advance to be made by such Lender as part of such Competitive Bid
 Borrowing, and (C) each Lender that is to make a Competitive Bid Advance as
 part of such Competitive Bid Borrowing, upon receipt, that the Agent has
 received forms of documents appearing to fulfill the applicable conditions
 set forth in Article III. Each Lender that is to make a Competitive Bid
 Advance as part of such Competitive Bid Borrowing shall, before 11:00 A.M.
 (New York City time), in the case of Competitive Bid Advances to be
 denominated in Dollars or 11:00 A.M. (London time), in the case of
 Competitive Bid Advances to be denominated in any Foreign Currency, on the
 date of such Competitive Bid Borrowing specified in the notice received from
 the Agent pursuant to clause (A) of the preceding sentence or any later time
 when such Lender shall have received notice from the Agent pursuant to clause
 (C) of the preceding sentence, make available for the account of its
 Applicable Lending Office to the Agent (x) in the case of a Competitive Bid
 Borrowing denominated in Dollars, at its address referred to in Section 9.02,
 in same day funds, such Lender’s portion of such Competitive Bid Borrowing in
 Dollars, and (y) in the case of a Competitive Bid Borrowing in a Foreign
 Currency, at the Payment Office for such Foreign Currency as shall have been
 notified by the Agent to the Lenders prior thereto, in same day funds, such
 Lender’s portion of such Competitive Bid Borrowing in such Foreign Currency.
 Upon fulfillment of the applicable conditions set forth in Article III and
 after receipt by the Agent of such funds, the Agent will make such funds
 available to such Borrower’s account at the location specified by such
 Borrower in its Notice of Competitive Bid Borrowing. Promptly after each Competitive
 Bid Borrowing the Agent will notify each Lender of the amount and tenor of
 such Competitive Bid Borrowing.

 


33









	
  

 	
  

 
	
  

 	
           (vi) If
 the Borrower proposing the Competitive Bid Borrowing notifies the Agent that
 it accepts one or more of the offers made by any Lender or Lenders pursuant
 to paragraph (iii)(y) above, such notice of acceptance shall be irrevocable
 and binding on such Borrower. Such Borrower shall indemnify each Lender
 against any loss, cost or expense incurred by such Lender as a result of any
 failure by such Borrower to fulfill on or before the date specified in the
 related Notice of Competitive Bid Borrowing for such Competitive Bid
 Borrowing the applicable conditions set forth in Article III, including,
 without limitation, any loss (including loss of anticipated profits), cost or
 expense incurred by reason of the liquidation or reemployment of deposits or
 other funds acquired by such Lender to fund the Competitive Bid Advance to be
 made by such Lender as part of such Competitive Bid Borrowing when such
 Competitive Bid Advance, as a result of such failure, is not made on such
 date.

 


                    (b)
Each Competitive Bid Borrowing shall be in an aggregate amount not less than
$10,000,000 (or the Equivalent thereof in any Foreign Currency, determined as
of the time of the applicable Notice of Competitive Bid Borrowing) or an
integral multiple of $1,000,000 (or the Equivalent thereof in any Foreign
Currency, determined as of the time of the applicable Notice of Competitive Bid
Borrowing) in excess thereof and, following the making of each Competitive Bid
Borrowing, the Borrower that has borrowed such Competitive Bid Borrowing shall
be in compliance with the limitation set forth in the proviso to the first
sentence of subsection (a) above.


                    (c)
Within the limits and on the conditions set forth in this Section 2.03, any
Borrower may from time to time borrow under this Section 2.03, repay or prepay
pursuant to subsection (d) below, and reborrow under this Section 2.03, provided
that a Competitive Bid Borrowing shall not be made within three Business Days
of the date of any other Competitive Bid Borrowing.


                    (d)
Any Borrower that has borrowed through a Competitive Bid Borrowing shall repay
to the Agent for the account of each Lender that has made a Competitive Bid
Advance, on the maturity date of such Competitive Bid Advance (such maturity
date being that specified by such Borrower for repayment of such Competitive
Bid Advance in the related Notice of Competitive Bid Borrowing delivered
pursuant to subsection (a)(i) above and provided in the Competitive Bid Note
evidencing such Competitive Bid Advance), the then unpaid principal amount of
such Competitive Bid Advance. Such Borrower shall have no right to prepay any
principal amount of any Competitive Bid Advance unless, and then only on the
terms, specified by such Borrower for such Competitive Bid Advance in the
related Notice of Competitive Bid Borrowing delivered pursuant to subsection
(a)(i) above and set forth in the Competitive Bid Note evidencing such
Competitive Bid Advance.


                    (e)
Each Borrower that has borrowed through a Competitive Bid Borrowing shall pay
interest on the unpaid principal amount of each Competitive Bid Advance comprising
such Competitive Bid Borrowing from the date of such Competitive Bid Advance to
the date the principal amount of such Competitive Bid Advance is repaid in
full, at the rate of interest for such Competitive Bid Advance specified by the
Lender making such Competitive Bid Advance in its notice with respect thereto
delivered pursuant to subsection (a)(ii) above, payable on the interest payment
date or dates specified by such Borrower for such Competitive Bid Advance in
the related Notice of Competitive Bid Borrowing delivered pursuant to
subsection (a)(i) above, as provided in 


34





the Competitive Bid Note evidencing such Competitive Bid Advance. Upon
the occurrence and during the continuance of an Event of Default under Section
6.01(a), such Borrower shall pay interest on the amount of unpaid principal of
and interest on each Competitive Bid Advance owing to a Lender, payable in
arrears on the date or dates interest is payable thereon, at a rate per annum
equal at all times to 1% per annum above the rate per annum required to be paid
on such Competitive Bid Advance under the terms of the Competitive Bid Note
evidencing such Competitive Bid Advance unless otherwise agreed in such
Competitive Bid Note.


                    (f)
The indebtedness of any Borrower resulting from each Competitive Bid Advance
made to such Borrower as part of a Competitive Bid Borrowing shall be evidenced
by a separate Competitive Bid Note of such Borrower payable to the order of the
Lender making such Competitive Bid Advance.


                    SECTION
2.04. Issuance of and Drawings and Reimbursement Under Letters of Credit.
(a) Request for Issuance. (i) Each Letter of Credit shall be issued upon
notice, given not later than 11:00 A.M. (New York City time) on the fifth
Business Day prior to the date of the proposed issuance of such Letter of
Credit (or on such shorter notice as the applicable Issuing Bank may agree), by
any Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent,
prompt notice thereof by facsimile. Each such notice of issuance of a Letter of
Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately in
writing, or facsimile, specifying therein the requested (A) date of such
issuance (which shall be a Business Day), (B) Available Amount and currency
(which shall be a Major Currency or Dollars) of such Letter of Credit, (C)
expiration date of such Letter of Credit (which shall not be later than the
Termination Date), (D) name and address of the beneficiary of such Letter of
Credit and (E) form of such Letter of Credit, and shall be accompanied by such
customary application and agreement for letter of credit as such Issuing Bank
may specify to the Borrower requesting such issuance for use in connection with
such requested Letter of Credit (a “Letter of Credit Application”). If
(A) the requested form of such Letter of Credit, in the reasonable judgment of
the Issuing Bank, conforms to standard practices of financial institutions that
regularly issue letters of credit, (B) the issuance of a letter of credit to
the beneficiary of such Letter of Credit would not, in the reasonable judgment
of the Issuing Bank, violate or conflict with (y) any regulatory or legal
restriction applicable to the Issuing Bank, or (z) any internal policy, procedure
or guideline of, the Issuing Bank that is consistent with standard practices of
financial institutions that regularly issue letters of credit and (C) the
Issuing Bank has not received written notice form any Lender, the Agent or any
Borrower, at least one Business Day prior to the requested date of issuance or
amendment of the applicable Letter of Credit, that one or more applicable
conditions contained in Section 3.03 shall not be satisfied, then such Issuing
Bank will, upon fulfillment of the applicable conditions set forth in Article
III, make such Letter of Credit available to the Borrower requesting such
issuance at its office referred to in Section 9.02 or as otherwise agreed with
such Borrower in connection with such issuance. In the event and to the extent
that the provisions of any Letter of Credit Application shall conflict with
this Agreement, the provisions of this Agreement shall govern. An Issuing Bank
that issues a Letter of Credit which expires prior to the Termination Date but
provides for automatic extension of the expiry date will not exercise its right
to prevent the automatic extension of the expiry date unless (i) the applicable
conditions set forth in Section 3.03 are not satisfied as to the date of such
Issuing Bank’s required notice of non-extension, or (ii) such automatic
extension would extend the expiry date beyond the Termination Date.


35







                    (b)
Participations. By the issuance of a Letter of Credit (or an amendment
to a Letter of Credit increasing the amount thereof) and without any further
action on the part of the applicable Issuing Bank or the Lenders, such Issuing
Bank hereby grants to each Lender, and each Lender hereby acquires from such
Issuing Bank, a participation in such Letter of Credit equal to such Lender’s
Ratable Share of the Available Amount of such Letter of Credit. Each Borrower
hereby agrees to each such participation. In consideration and in furtherance
of the foregoing, each Lender hereby absolutely and unconditionally agrees to
pay to the Agent, for the account of such Issuing Bank, such Lender’s Ratable
Share of each drawing made under a Letter of Credit funded by such Issuing Bank
and not reimbursed by the applicable Borrower on the date made, or of any
reimbursement payment required to be refunded to any Borrower for any reason.
Each Lender acknowledges and agrees that its obligation to acquire
participations pursuant to this paragraph in respect of Letters of Credit is
absolute and unconditional and shall not be affected by any circumstance whatsoever,
including any amendment, renewal or extension of any Letter of Credit or the
occurrence and continuance of a Default or reduction or termination of the
Revolving Credit Commitments, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever. Each Lender further
acknowledges and agrees that its participation in each Letter of Credit will be
automatically adjusted to reflect such Lender’s Ratable Share of the Available
Amount of such Letter of Credit at each time such Lender’s Revolving Credit
Commitment is amended pursuant to the operation of Sections 2.06(b), (c) or
(d), an assignment in accordance with Section 9.06 or otherwise pursuant to
this Agreement.


                    (c)
Drawing and Reimbursement. The payment by an Issuing Bank of a draft
drawn under any Letter of Credit shall constitute for all purposes of this
Agreement the making by any such Issuing Bank of a Revolving Credit Advance,
which, in the case of Letters of Credit denominated in Dollars, shall be a Base
Rate Advance, in the amount of such draft or, in the case of a Letter of Credit
denominated in any Major Currency, shall be an Advance that bears interest at
the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a
period of five Business Days and thereafter, shall be a Base Rate Advance in
the Equivalent in Dollars on such fifth Business Day for the amount of such
draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will
use its commercially reasonable efforts to deliver such notice within one
Business Day) of each drawing under any Letter of Credit issued by it to the
Company, the applicable Borrower (if not the Company) and the Agent. Upon
written demand by such Issuing Bank, with a copy of such demand to the Agent
and the Company, each Lender shall pay to the Agent such Lender’s Ratable Share
of such outstanding Revolving Credit Advance, by making available for the
account of its Applicable Lending Office to the Agent for the account of such
Issuing Bank, by deposit to the Agent’s Account, in same day funds, an amount
equal to the portion of the outstanding principal amount of such Revolving
Credit Advance to be funded by such Lender, provided that the Lenders
shall not be required to fund such Revolving Credit Advances resulting from
drawings under a Letter of Credit denominated in any Major Currency until such
Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance.
Each Lender acknowledges and agrees that its obligation to make Revolving
Credit Advances pursuant to this paragraph in respect of Letters of Credit is
absolute and unconditional and shall not be affected by any circumstance
whatsoever, including any amendment, renewal or extension of any Letter of
Credit or the occurrence and continuance of a Default or reduction or
termination of the Revolving Credit Commitments, and that each such payment
shall be made without any offset, abatement, withholding or reduction
whatsoever. Promptly after receipt thereof, the Agent shall transfer such funds
to such Issuing Bank. Each Lender agrees to fund its Ratable Share of an 


36





outstanding Revolving Credit Advance on (i) the Business Day on which
demand therefor is made by such Issuing Bank, provided that notice of
such demand is given not later than 11:00 A.M. (New York City time) on such
Business Day, or (ii) the first Business Day next succeeding such demand if
notice of such demand is given after such time. If and to the extent that any
Lender shall not have so made the amount of such Revolving Credit Advance
available to the Agent, such Lender agrees to pay to the Agent forthwith on
demand such amount together with interest thereon, for each day from the date
of demand by any such Issuing Bank until the date such amount is paid to the
Agent, at the Federal Funds Rate for its account or the account of such Issuing
Bank, as applicable. If such Lender shall pay to the Agent such amount for the
account of any such Issuing Bank on any Business Day, such amount so paid in respect
of principal shall constitute a Revolving Credit Advance made by such Lender on
such Business Day for purposes of this Agreement, and the outstanding principal
amount of the Revolving Credit Advance made by such Issuing Bank shall be
reduced by such amount on such Business Day. “Overnight Eurocurrency Rate”
means the rate per annum applicable to an overnight period beginning on one
Business Day and ending on the next Business Day equal to the sum of the
Applicable Margin for Eurocurrency Rate Advances and the rate per annum quoted
by the applicable Issuing Bank to the Agent as the rate at which it is offering
overnight deposits in the relevant currency in amounts comparable to such
Issuing Bank’s Advances resulting from drawings on Letters of Credit denominated
in a Major Currency.


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


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


                    SECTION
2.05. Fees. (a) Commitment Fee. The Company agrees to pay to the
Agent for the account of each Lender a commitment fee on the aggregate amount
of such Lender’s Unused Commitment (Fee Calculation) from the date hereof in
the case of each Initial Lender and from the effective date specified in the
Assumption Agreement or in the Assignment and Assumption pursuant to which it
became a Lender in the case of each other Lender until the Termination Date at
a rate per annum equal to the Applicable Percentage in effect from time to
time, payable in arrears quarterly on the last day of each March, June,
September and December, commencing June 30, 2012, and on the Termination Date, provided
that no Defaulting Lender shall be entitled to receive any commitment fee for
any period during which that Lender is a Defaulting Lender (and the Company
shall not be required to pay such fee that otherwise would have been required
to have been paid to that Defaulting Lender).


37





                    (b)
Letter of Credit Fees. (i) Each Borrower shall pay to the Agent for the
account of each Lender a fee on such Lender’s Ratable Share of the sum of (x)
the average daily aggregate Available Amount of all Letters of Credit issued at
the request of such Borrower and outstanding from time to time and (y) any
Advances bearing interest at the Overnight Eurocurrency Rate as provided in
Section 2.04(c) and outstanding from time to time, at a rate per annum equal to
the Applicable Letter of Credit Rate in effect from time to time, during such
calendar quarter, payable in arrears quarterly on the third Business Day after
the last day of each March, June, September and December, commencing with the
quarter ended June 30, 2012, and on and after the Termination Date payable upon
demand; provided that the Applicable Letter of Credit Rate shall be 1%
above the Applicable Letter of Credit Rate in effect upon the occurrence and
during the continuation of an Event of Default if the Borrowers are required to
pay default interest pursuant to Section 2.08(b); and provided, further, that no
Defaulting Lender shall be entitled to receive any fee in respect of Letters of
Credit for any period during which that Lender is a Defaulting Lender (and the Borrowers shall
not be required to pay such fee to that Defaulting Lender but shall pay such
fee in the manner and to the extent set forth in Section 2.20).


	
  

 	
  

 
	
  

 	
           (ii) Each
 Borrower shall pay to each Issuing Bank for its own account such reasonable
 fees as have been agreed between the Company and such Issuing Bank.

 


                    (c)
Agent’s Fees. The Company shall pay to the Agent and Swing Line Agent
for its own account such fees, and at such times, as the Company and such Agent
may separately agree.


                    SECTION
2.06. Termination or Reduction of the Commitments. (a) Optional
Ratable Termination or Reduction. The Company shall have the right, upon at
least three Business Days’ notice to the Agent, to terminate in whole or
permanently reduce ratably in part the Unused Commitments of the Lenders, provided
that each partial reduction shall be in an aggregate amount not less than
$10,000,000 or an integral multiple of $1,000,000 in excess thereof, provided
that following any such termination or reduction, the aggregate Swing Line
Commitments shall not exceed the aggregate Revolving Credit Commitments. The
aggregate amount of the Commitments, once reduced as provided in this Section
2.06(a), may not be reinstated.


                    (b)
 Non-Ratable Termination by
Assignment. The Company shall have the right, upon at least ten Business
Days’ written notice to the Agent (which shall then give prompt notice thereof
to the relevant Lender), to require any Lender (including any Defaulting
Lender) to assign, pursuant to and in accordance with the provisions of Section
9.06, all of its rights and obligations under this Agreement and under the
Notes to an Eligible Assignee selected by the Company; provided, however,
that (i) no Event of Default shall have occurred and be continuing at the time
of such request and at the time of such assignment; (ii) the assignee shall
have paid to the assigning Lender the aggregate principal amount of, and any
interest accrued and unpaid to the date of such assignment on, the Note or
Notes of such Lender; (iii) the Company shall have paid to the assigning Lender
any and all accrued commitment fees and Letter of Credit fees payable to such
Lender and all other accrued and unpaid amounts owing to such Lender under any
provision of this Agreement (including, but not limited to, any increased costs
or other additional amounts owing under Section 2.11 and Section 9.04 and any
indemnification for Taxes under Section 2.14) as of the effective date of such
assignment; (iv) if the assignee selected by the Company is not an existing
Lender, such assignee or the Company shall have paid the processing and
recordation fee 


38





required under Section 9.06(a) for such assignment and (v) if the
assigning Lender is an Issuing Bank, the Company shall pay to the Agent for
deposit in the Cash Deposit Account an amount equal to the Available Amount of
all Letters of Credit issued by such Issuing Bank; provided further
that the Company shall have no right to replace more than three Non-Defaulting
Lenders in any calendar year pursuant to this Section 2.06(b); and provided
further that the assigning Lender’s rights under Sections 2.11, 2.14 and
9.04, and, in the case of an Issuing Bank, Sections 2.04(b) and 6.02, and its
obligations under Section 8.05, shall survive such assignment as to matters
occurring prior to the date of assignment.


                    (c)
Non-Ratable Reduction. (i) The Company shall have the right, at any time
other than during any Rating Condition, upon at least ten Business Days’ notice
to a Lender (with a copy to the Agent), to terminate in whole such Lender’s
Commitments. Such termination shall be effective, (x) with respect to such
Lender’s Unused Commitment, on the date set forth in such notice, provided,
however, that such date shall be no earlier than ten Business Days after
receipt of such notice and (y) with respect to each Advance outstanding to such
Lender, in the case of Base Rate Advances, on the date set forth in such notice
and, in the case of Eurocurrency Rate, on the last day of the then current
Interest Period relating to such Advance; provided further, however,
that such termination shall not be effective, if, after giving effect to such
termination, the Company would, under this Section 2.06(c), reduce the Lenders’
Revolving Credit Commitments in any calendar year by an amount in excess of the
Revolving Credit Commitments of any three Lenders or $240,000,000, whichever is
greater on the date of such termination. Notwithstanding the preceding proviso,
the Company may terminate in whole the Commitments of any Lender in accordance
with the terms and conditions set forth in Section 2.06(b). Upon termination of
a Lender’s Commitments under this Section 2.06(c), the Company will pay or
cause to be paid all principal of, and interest accrued to the date of such
payment on, Advances owing to such Lender and pay any accrued commitment fees
or Letter of Credit fees payable to such Lender pursuant to the provisions of
Section 2.05, and all other amounts payable to such Lender hereunder
(including, but not limited to, any increased costs or other amounts owing
under Section 2.11 and any indemnification for Taxes under Section 2.14); and
upon such payments and, if such Lender is an Issuing Bank, shall pay to the
Agent for deposit in the Cash Deposit Account an amount equal to the Available
Amount of all Letters of Credit issued by such Issuing Bank, the obligations of
such Lender hereunder shall, by the provisions hereof, be released and
discharged; provided, however, that such Lender’s rights under
Sections 2.11, 2.14 and 9.04, and, in the case of an Issuing Bank, Sections
2.04(b) and 6.02, and its obligations under Section 8.05 shall survive such
release and discharge as to matters occurring prior to such date. The aggregate
amount of the Commitments of the Lenders once reduced pursuant to this Section
2.06(c) may not be reinstated.


                    (ii)
For purposes of this Section 2.06(c) only, the term “Rating Condition”
shall mean a period commencing with notice (a “Rating Condition Notice”)
by the Agent to the Company and the Lenders to the effect that the Agent has
been informed that the rating of the senior public Debt of the Company is
unsatisfactory under the standard set forth in the next sentence, and ending
with notice by the Agent to the Company and the Lenders to the effect that such
condition no longer exists. The Agent shall give a Rating Condition Notice
promptly upon receipt from the Company or any Lender of notice stating, in
effect, that both of S&P and Moody’s (or any successor by merger or
consolidation to the business of either thereof), respectively, then rate the
senior public Debt of the Company lower than BBB- and Baa3. The Company agrees
to give notice to the Agent forthwith upon any change in a rating by either
such organization of the 


39





senior public Debt of the Company; the Agent shall have no duty
whatsoever to verify the accuracy of any such notice from the Company or any
Lender or to monitor independently the ratings of the senior public Debt of the
Company and no Lender shall have any duty to give any such notice. The Agent
shall give notice to the Lenders and the Company as to the termination of a
Rating Condition promptly upon receiving a notice from the Company to the Agent
(which notice the Agent shall promptly notify to the Lenders) stating that the
rating of the senior public Debt of the Company does not meet the standard set
forth in the second sentence of this clause (ii), and requesting that the Agent
notify the Lenders of the termination of the Rating Condition. The Rating
Condition shall terminate upon the giving of such notice by the Agent.


                    (d)
Termination by a Lender. In the event that a Change of Control occurs,
each Lender may, by notice to the Company and the Agent given not later than 50
calendar days after such Change of Control, terminate its Revolving Credit
Commitment, its Unissued Letter of Credit Commitment and its or its affiliate’s
Swing Line Commitment, if any, which Commitments shall be terminated effective
as of the later of (i) the date that is 60 calendar days after such Change of
Control or (ii) the end of the Interest Period for any Eurocurrency Rate
Advance outstanding at the time of such Change of Control or for any
Eurocurrency Rate Advance made pursuant to the next sentence of this Section
2.06(d). Upon the occurrence of a Change of Control, each Borrower’s right to
make a Borrowing or request the issuance of a Letter of Credit under this
Agreement shall be suspended for a period of 60 calendar days, except for Base
Rate Advances and Eurocurrency Rate Advances having an Interest Period ending
not later than 90 calendar days after such Change of Control. A notice of
termination pursuant to this Section 2.06(d) shall not have the effect of accelerating
any outstanding Advance of such Lender and the Notes of such Lender.


                    (e)
Funds deposited to the Cash Deposit Account pursuant to Section 2.06(b)(v)
above (in the case of an assigning Lender thereunder that is an Issuing Bank)
or Section 2.06(c)(i) above (in the case of a Lender whose Commitments are
terminated thereunder that is an Issuing Bank) shall be applied to reimburse
any drawings made under any Letter of Credit issued by such applicable Issuing
Bank to the extent permitted by applicable law, and if so applied then such
reimbursement shall be deemed satisfaction of the obligations of the Lenders
and of the applicable Borrower to reimburse such drawing. After all of the
Letters of Credit issued by such Issuing Banks shall have expired or been fully
drawn upon and all other obligations of the Borrowers hereunder to such Issuing
Banks have been paid in full, the balance, if any, in the Cash Deposit Account
shall be promptly returned to the Company.


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


                    (b)
Competitive Bid Advances. Each Borrower shall repay to the Agent, for
the account of each Lender that has made a Competitive Bid Advance, the
aggregate outstanding principal amount of each Competitive Bid Advance made to
such Borrower and owing to such Lender on the earlier of (i) the maturity date
therefor, specified in the related Notice of Competitive Bid Borrowing
delivered pursuant to Section 2.03(a)(i) and (ii) the Termination Date.


40






                    (c)
Letter of Credit Reimbursements. The obligation of any Borrower under
this Agreement, any Letter of Credit Application and any other agreement or
instrument, in each case, to repay any Revolving Credit Advance that results
from payment of a drawing under a Letter of Credit shall be unconditional and
irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement, such Letter of Credit Application and such other agreement or
instrument under all circumstances, including, without limitation, the
following circumstances (it being understood that any such payment by a
Borrower is without prejudice to, and does not constitute a waiver of, any
rights such Borrower might have or might acquire as a result of the payment by
any Lender of any draft or the reimbursement by the Borrower thereof as set
forth in Section 9.16 or otherwise):


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (ii) any
 change in the time, manner or place of payment of any Letter of Credit;

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (vii) any
 other circumstance or happening whatsoever, whether or not similar to any of
 the foregoing that might, but for the provisions of this Section, constitute
 a legal or equitable discharge of such Borrower’s obligations hereunder.

 


                    (d)
Swing Line Advances. (i) Each Borrower shall repay to the Swing Line
Agent for the ratable account of the Swing Line Banks on the last day of the
applicable Interest Period, the unpaid principal amount of any Swing Line
Advance then outstanding.


	
  

 	
  

 
	
  

 	
           (ii) In
 the event that a Borrower does not repay a Swing Line Advance made to it in
 full on the last day of its Interest Period, on the Business Day immediately
 following such day, that Borrower shall be deemed to have served a Notice of
 Revolving Credit Borrowing for a Revolving Credit Borrowing to be made on the
 third Business Day thereafter in the amount (including accrued interest) and
 currency of such Swing Line

 


41









	
  

 	
  

 
	
  

 	
 Advance and with an Interest Period of one month and such Revolving
 Credit Advance shall be made on the third Business Day in accordance with
 Section 2.02(a) (without regard to the minimum amount thereof) and the
 proceeds thereof applied in repayment of such Swing Line Advance.
 Notwithstanding anything contained herein to the contrary, for the time
 period from the day immediately following the end of the Interest Period for
 any such Swing Line Advance that is not repaid on the last day of its Interest
 Period until and including the third Business Day thereafter, Section 2.08(b)
 shall apply to the unpaid principal amount of any such Swing Line Advance.

 
	
  

 	
  

 
	
  

 	
           (iii)
 Section 3.03 shall not apply to any Revolving Credit Advance to which this
 Section 2.07(d) refers. 

 
	
  

 	
  

 
	
  

 	
           (iv) In
 the circumstances set out in paragraph (ii) above, to the extent that it is
 not possible to make a Revolving Credit Advance due to the insolvency of a
 Borrower, the Lenders will indemnify (pro-rata according to their Revolving
 Credit Commitments) the Swing Line Banks for any loss that they incur as a
 result of the relevant Swing Line Borrowing.

 
	
  

 	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
                     (ii)
 Each Borrower shall pay interest on the unpaid principal amount of each Swing
 Line Advance owing by such Borrower to each Swing Line Bank from the date of
 such Swing Line Advance until such principal amount shall be paid in full, at
 the following rates per annum:

 
	
  

 	
  

 
	
  

 	
           (A) Euro
 Swing Line Advances. For each Euro Swing Line Advance, a rate per annum
 equal at all times during the Interest Period for such Euro Swing Line
 Advance to the sum of (x) the rate per annum determined by the Swing Line
 Agent to be the arithmetic 

 


42









	
  

 	
  

 
	
  

 	
 mean (rounded upwards to the nearest whole multiple of 1/16 of 1% per
 annum, if such arithmetic mean is not such a multiple) of the rates at which
 deposits in Euro are offered by the principal office of each of the Reference
 Banks to prime banks in the European interbank market at 11:00 A.M. (Brussels
 time) on the date of such Euro Swing Line Advance for an amount substantially
 equal to the amount that would be the Reference Banks’ respective ratable
 shares of such Borrowing outstanding during such Interest Period and for a
 period equal to such Interest Period; provided that if only one
 Reference Bank is able to provide the rates as described above, each Swing
 Line Bank shall supply the Swing Line Agent with its rate for same day
 funding in Euro to prime banks in the European interbank market at 11:00 A.M.
 (Brussels time) on the date of such Euro Swing Line Advance for an amount
 substantially equal to the amount equal to such Swing Line Bank’s ratable share
 of such Borrowing outstanding during such Interest Period and for a period
 equal to such Interest Period and such rate shall be payable to such Swing
 Line Bank plus (y) the Applicable Margin plus (z) Mandatory
 Cost, if any, payable in arrears on the last day of such Interest Period.

 
	
  

 	
  

 
	
  

 	
           (B) Dollar
 Swing Line Advances. For each Dollar Swing Line Advance, a rate per annum
 equal at all times during the Interest Period for such Dollar Swing Line
 Advance to the sum of (x) the rate per annum determined by the Swing Line
 Agent to be the arithmetic mean (rounded upwards to the nearest whole
 multiple of 1/16 of 1% per annum, if such arithmetic mean is not such a
 multiple) of the rates at which deposits in Dollars are offered by the
 principal office of each of the Reference Banks to prime banks in the London
 interbank market at 11:00 A.M. (London time) on the date of such Dollar Swing
 Line Advance for an amount substantially equal to the amount that would be
 the Reference Banks’ respective ratable shares of such Borrowing outstanding
 during such Interest Period and for a period equal to such Interest Period; provided
 that if only one Reference Bank is able to provide the rates as described
 above, each Swing Line Bank shall supply the Swing Line Agent with its rate
 for same day funding in Dollars to prime banks in the London interbank market
 at 11:00 A.M. (London time) on the date of such Dollar Swing Line Advance for
 an amount substantially equal to the amount equal to such Swing Line Bank’s
 ratable share of such Borrowing outstanding during such Interest Period and
 for a period equal to such Interest Period and such rate shall be payable to
 such Swing Line Bank plus (y) the Applicable Margin plus (z)
 Mandatory Cost, if any, payable in arrears on the last day of such Interest
 Period.

 
	
  

 	
  

 
	
                     (b)
 Default Interest. Upon the occurrence and during the continuance of an
 Event of Default under Section 6.01(a), each Borrower shall pay interest on
 (i) the unpaid principal amount of each Revolving Credit Advance owing
 by such Borrower to each Lender, payable in arrears on the dates referred to
 in clause (a) above, at a rate per annum equal at all times to 1% per
 annum above the rate per annum required to be paid on such Revolving Credit
 Advance pursuant to clause (a) above and (ii) to the fullest extent
 permitted by law, the amount of any interest, fee or other amount payable
 hereunder by such Borrower that is not paid when due, from the date such
 amount shall be due until such amount shall be paid in full, payable in
 arrears on the date such amount shall be paid in full and on demand, at a
 rate per annum equal at all times to 1% per annum above the rate per annum
 required to be paid on such Revolving Credit Advance pursuant to
 clause (a) above.

 


43





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


                    (b)
If, with respect to any Eurocurrency Rate Advances, the Majority Lenders notify
the Agent that (i) they are unable to obtain matching deposits in the
London interbank market at or about 11:00 A.M. (London time) on the second
Business Day before the making of a Borrowing in sufficient amounts to fund
their respective Revolving Credit Advances as part of such Borrowing during its
Interest Period or (ii) the Eurocurrency Rate for any Interest Period for
such Advances will not adequately reflect the cost to such Majority Lenders of
making, funding or maintaining their respective Eurocurrency Rate Advances for
such Interest Period, the Agent shall forthwith so notify each Borrower and the
Lenders, whereupon (A) such Borrower will, on the last day of the then
existing Interest Period therefor, (1) if such Eurocurrency Rate Advances
are denominated in Dollars, either (x) prepay such Advances or
(y) Convert such Advances into Base Rate Advances and (2) if such
Eurocurrency Rate Advances are denominated in any Major Currency, either
(x) prepay such Advances or (y) exchange such Advances into an
Equivalent amount of Dollars and Convert such Advances into Base Rate Advances,
and (B) the obligation of the Lenders to make Eurocurrency Rate Advances
in the same currency as such Eurocurrency Rate Advances shall be suspended
until the Agent shall notify each Borrower and the Lenders that the circumstances
causing such suspension no longer exist.


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


                    (d)
Upon the occurrence and during the continuance of any Event of Default under
Section 6.01(a), (i) each Eurocurrency Rate Advance will (to the
extent such Eurocurrency Rate Advance remains outstanding on such day)
automatically, on the last day of the then existing Interest Period therefor,
(A) if such Eurocurrency Rate Advance is denominated in Dollars, be
Converted into a Base Rate Advance and (B) if such Eurocurrency Rate
Advance is denominated in any Major Currency, be exchanged into an Equivalent
amount of Dollars and Converted into a Base Rate Advance and (ii) the
obligation of the Lenders to make Eurocurrency Rate Advances shall be
suspended.


44





                    (e)
If the Reuters Page is unavailable and fewer than two Reference Banks furnish
timely information to the Agent for determining the Eurocurrency Rate or LIBO
Rate for any Eurocurrency Rate Advances or LIBO Rate Advances, as the case may
be,


	
  

 	
  

 
	
  

 	
           (i) the
 Agent shall forthwith notify the relevant Borrower and the Lenders that the
 interest rate cannot be determined for such Eurocurrency Rate Advances or
 LIBO Rate Advances, as the case may be,

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (iii) the
 obligation of the Lenders to make Eurocurrency Rate Advances or LIBO Rate
 Advances shall be suspended until the Agent shall notify the Borrowers and
 the Lenders that the circumstances causing such suspension no longer exist.

 


                    SECTION
2.10. Prepayments of Revolving Credit Advances and Swing Line Advances. (a) Optional
Prepayments. (i) Revolving Credit Advances. Each Borrower may, upon
notice to the Agent stating the proposed date and aggregate principal amount of
the prepayment, given not later than 11:00 A.M. (New York City time) on the
second Business Day prior to the date of such proposed prepayment, in the case
of Eurocurrency Rate Advances, and not later than 11:00 A.M. (New York City
time) on the day of such proposed prepayment, in the case of Base Rate
Advances, and, if such notice is given, such Borrower shall, prepay the
outstanding principal amount of the Revolving Credit Advances comprising part
of the same Revolving Credit Borrowing in whole or ratably in part, together
with accrued interest to the date of such prepayment on the principal amount
prepaid; provided, however, that (x) each partial prepayment
shall be in an aggregate principal amount not less than $10,000,000 or the
Equivalent thereof in a Major Currency (determined on the date notice of
prepayment is given) or an integral multiple of $1,000,000 or the Equivalent
thereof in a Major Currency (determined on the date notice of prepayment is
given) in excess thereof and (y) in the event of any such prepayment of a
Eurocurrency Rate Advance other than on the last day of the Interest Period
therefor, such Borrower shall be obligated to reimburse the Lenders in respect
thereof pursuant to Section 9.04(c). Each notice of prepayment by a
Designated Subsidiary shall be given to the Agent through the Company.


                    (ii)
Swing Line Advances. Each Borrower may, upon notice to the Swing Line
Agent by 9:00 A.M. (London time) on the date of the prepayment stating the
aggregate principal amount of the prepayment, and, if such notice is given such
Borrower shall, prepay the outstanding principal amount of the Swing Line
Advances comprising part of the same Swing Line Borrowing in whole or ratably
in part; provided, however, that (x) each partial prepayment
shall be in an aggregate principal amount of no less than €1,000,000 or
$1,000,000, as the case may be and (y) in 


45





the event of any such prepayment of a Swing Line Advance other than on
the maturity date therefor, such Borrower shall be obligated to reimburse the
Lenders in respect thereof pursuant to Section 9.04(c).


                    (b)
Mandatory Prepayments. (i) If, on any date, the sum of (A) the aggregate
principal amount of all Advances denominated in Dollars then outstanding plus
(B) the Equivalent in Dollars (determined on the third Business Day prior to
such date) of the aggregate principal amount of all Advances denominated in
Foreign Currencies then outstanding plus (C) the aggregate Available Amount of
all Letters of Credit denominated in Dollars then outstanding plus (D) the
Equivalent in Dollars (determined on the third Business Day prior to such date)
of the aggregate Available Amount of all Letters of Credit denominated in Major
Currencies then outstanding exceeds 103% of the aggregate Commitments of the
Lenders on such date, the Company and each other Borrower, if any, shall
thereupon promptly prepay the outstanding principal amount of any Advances
owing by such Borrower in an aggregate amount (or deposit an amount in the Cash
Deposit Account) sufficient to reduce such sum (calculated on the basis of the
Available Amount of Letters of Credit being reduced by the amount in the Cash
Deposit Account) to an amount not to exceed 100% of the aggregate Commitments
of the Lenders on such date, together with any interest accrued to the date of
such prepayment on the principal amounts prepaid and, in the case of any
prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance or a Local Rate
Advance on a date other than the last day of an Interest Period or at its
maturity, any additional amounts which such Borrower shall be obligated to
reimburse to the Lenders in respect thereof pursuant to Section 9.04(c). The
Agent shall give prompt notice of any prepayment required under this Section
2.10(b)(i) to the Borrowers and the Lenders.


                    (ii)
If, on any date, the sum of (A) the Equivalent in Dollars of the aggregate
principal amount of all Eurocurrency Rate Advances denominated in Major Currencies
then outstanding plus (B) the Equivalent in Dollars of the aggregate principal
amount of all Competitive Bid Advances denominated in Foreign Currencies then
outstanding plus (C) the Equivalent in Dollars of the aggregate Available
Amount of all Letters of Credit denominated in Major Currencies then
outstanding (in each case, determined on the third Business Day prior to such
date), shall exceed 110% of $500,000,000, the Company and each other Borrower
shall prepay the outstanding principal amount of any such Eurocurrency Rate
Advances or any such LIBO Rate Advances owing by such Borrower, on the last day
of the Interest Periods relating to such Advances, in an aggregate amount (or
deposit an amount in the Cash Deposit Account) sufficient to reduce such sum
(calculated on the basis of the Available Amount of Letters of Credit being
reduced by the amount in the Cash Deposit Account) to an amount not to exceed
$500,000,000, together with any interest accrued to the date of such prepayment
on the principal amounts prepaid. The Agent shall give prompt notice of any
prepayment required under this Section 2.10(b)(ii) to the Borrowers and the
Lenders. Prepayments under this Section 2.10(b)(ii) shall be allocated first to
Swing Line Advances, ratably among the Swing Line Banks; and any excess amount
shall then be allocated to Revolving Credit Advances comprising part of the
same Revolving Credit Borrowing selected by the applicable Borrower, ratably
among the Lenders.


                    SECTION
2.11. Increased Costs.
(a) If, due to either (i) the introduction of or any change in or in the
interpretation of any law or regulation or (ii) the compliance with any
guideline or request from any central bank or other governmental authority
including, without limitation, any agency of the European Union or similar
monetary or multinational authority (whether or not 


46





having the force of law), there shall be any increase in the cost to
any Lender of agreeing to make or making, funding or maintaining Eurocurrency
Rate Advances or LIBO Rate Advances or agreeing to issue or of issuing or
maintaining or participating in Letters of Credit (excluding for purposes of
this Section 2.11 any such increased costs resulting from (i) Taxes or Other
Taxes (as to which Section 2.14 shall govern) and (ii) changes in the basis of
taxation of overall net income or overall gross income by the United States or
by the foreign jurisdiction or state under the laws of which such Lender is
organized or has its Applicable Lending Office or any political subdivision
thereof), then the Borrower of such Advances shall from time to time, upon
demand by such Lender (with a copy of such demand to the Agent), pay to the
Agent for the account of such Lender additional amounts sufficient to
compensate such Lender for such increased cost. A certificate as to the amount
of such increased cost, submitted to such Borrower and the Agent by such
Lender, shall be conclusive and binding for all purposes, absent manifest error.


                    (b)
If any Lender determines that compliance with any law or regulation or any
guideline or request from any central bank or other governmental authority
including, without limitation, any agency of the European Union or similar monetary
or multinational authority (whether or not having the force of law) affects or
would affect the amount of capital required or expected to be maintained by
such Lender or any corporation controlling such Lender and that the amount of
such capital is increased by or based upon the existence of such Lender’s
commitment to lend or to issue or participate in Letters of Credit hereunder
and other commitments of this type or the issuance of or participation in the
Letters of Credit (or similar contingent obligations) hereunder, then, upon
demand by such Lender (with a copy of such demand to the Agent), the Company
shall pay to the Agent for the account of such Lender, from time to time as
specified by such Lender, additional amounts sufficient to compensate such
Lender or such corporation in the light of such circumstances, to the extent
that such Lender reasonably determines such increase in capital to be allocable
to the existence of such Lender’s commitment to lend hereunder. A certificate
as to such amounts submitted to the Company and the Agent by such Lender shall
be conclusive and binding for all purposes, absent manifest error. For the
avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules,
guidelines or directives concerning capital adequacy issued in connection with
the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests,
rules, guidelines or directives concerning capital adequacy promulgated by the
Bank for International Settlements, the Basel Committee on Banking Supervision
(or any successor or similar authority) or the United States financial
regulatory authorities, in each case pursuant to Basel III, regardless of the
date adopted, issued, promulgated or implemented.


                    (c)
Any Lender claiming any additional amounts payable pursuant to this Section
2.11 shall, upon the written request of the Company delivered to such Lender
and the Agent, assign, pursuant to and in accordance with the provisions of
Section 9.06, all of its rights and obligations under this Agreement and under
the Notes to an Eligible Assignee selected by the Company; provided, however,
that (i) no Default shall have occurred and be continuing at the time of such
request and at the time of such assignment; (ii) the assignee shall have
paid to the assigning Lender the aggregate principal amount of, and any
interest accrued and unpaid to the date of such assignment on, the Note or
Notes of such Lender; (iii) the Company shall have paid to the assigning Lender
any and all commitment fees and other fees payable to such Lender and all other
accrued and unpaid amounts owing to such Lender under any provision of this
Agreement (including, but not limited to, any increased costs or other
additional amounts owing under this Section 2.11 and Section 9.04(c), and any
indemnification for Taxes under Section 2.14) as of the 


47





effective date of such assignment and (iv) if the assignee
selected by the Company is not an existing Lender, such assignee or the Company
shall have paid the processing and recordation fee required under Section
9.06(a) for such assignment; provided further that the assigning
Lender’s rights under Sections 2.11, 2.14 and 9.04, and its obligations under
Section 8.05, shall survive such assignment as to matters occurring prior to
the date of assignment.


                    (d)
Failure or delay on the part of any Lender to demand compensation pursuant to
this Section shall not constitute a waiver of such Lender’s right to demand
such compensation; provided that the Company shall not be required to
compensate a Lender pursuant to this Section for any increased costs or
reductions incurred more than 90 days prior to the date that such Lender
notifies the Company of the change or circumstance giving rise to such increased
costs or reductions and of such Lender’s intention to claim compensation
therefor; provided further that, if the change or circumstance
giving rise to such increased costs or reductions is retroactive, then the 90
day period referred to above shall be extended to include the period of
retroactive effect thereof.


                    SECTION
2.12. Illegality. Notwithstanding any
other provision of this Agreement, if any Lender shall notify the Agent that
the introduction of or any change in or in the interpretation of any law or
regulation makes it unlawful, or any central bank or other governmental
authority asserts that it is unlawful, for any Lender or its Eurocurrency
Lending Office to perform its obligations hereunder to make Eurocurrency Rate
Advances in Dollars or any Major Currency, LIBO Rate Advances in Dollars or in
any Foreign Currency or Swing Line Advances in Euros or to fund or maintain
Eurocurrency Rate Advances in Dollars or in any Major Currency, LIBO Rate Advances
in Dollars or in any Foreign Currency or Swing Line Advances in Euros
hereunder, (a) each such Eurocurrency Rate Advance, such LIBO Rate Advance
or Swing Line Advance, as the case may be, will automatically, upon such
demand, (i) if such Eurocurrency Rate Advance or LIBO Rate Advance is
denominated in Dollars, be Converted into a Base Rate Advance or an Advance
that bears interest at the rate set forth in Section 2.08(a)(i), as the
case may be, and (ii) if such Eurocurrency Rate Advance, LIBO Rate Advance
or Swing Line Advance is denominated in any Foreign Currency, be exchanged into
an Equivalent amount of Dollars and Converted into a Base Rate Advance or an
Advance that bears interest at the rate set forth in Section 2.08(a)(i),
as the case may be, and (b) the obligation of the Lenders to make such
Eurocurrency Rate Advances, such LIBO Rate Advances or such Swing Line Advances
shall be suspended until the Agent shall notify the Company and the Lenders
that the circumstances causing such suspension no longer exist.


                    SECTION
2.13. Payments and Computations. (a) Each Borrower shall
make each payment hereunder and under any Notes, except with respect to
principal of, interest on, and other amounts relating to, Advances denominated
in a Foreign Currency, not later than 11:00 A.M. (New York City time)
on the day when due in Dollars to the Agent at the applicable Agent’s Account
in same day funds without set-off, counterclaim or deduction of any kind. Each
Borrower shall make each payment hereunder and under any Notes with respect to
principal of, interest on, and other amounts relating to Advances denominated
in a Foreign Currency not later than 12:00 Noon (at the Payment Office for such
Foreign Currency) on the day when due in such Foreign Currency to the Agent in
same day funds by deposit of such funds to the applicable Agent’s Account
without set-off, counterclaim or deduction of any kind. The Agent will promptly
thereafter cause to be distributed like funds relating to the payment of
principal, interest, 


48





commitment fees or Letter of Credit fees ratably (other than amounts
payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c),
2.11, 2.14 or 9.04(c)) to the Lenders for the account of their respective
Applicable Lending Offices, and like funds relating to the payment of any other
amount payable to any Lender to such Lender for the account of its Applicable
Lending Office, in each case to be applied in accordance with the terms of this
Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of
a Commitment Increase pursuant to Section 2.18 or an extension of the
Termination Date pursuant to Section 2.19, and upon the Agent’s receipt of such
Lender’s Assumption Agreement and recording of the information contained
therein in the Register, from and after the applicable Increase Date or
Extension Date, as the case may be, the Agent shall make all payments hereunder
and under any Notes issued in connection therewith in respect of the interest
assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment
and Assumption and recording of the information contained therein in the
Register pursuant to Section 9.06(c), from and after the effective date
specified in such Assignment and Assumption, the Agent shall make all payments
hereunder and under any Notes in respect of the interest assigned thereby to
the Lender assignee thereunder, and the parties to such Assignment and
Assumption shall make all appropriate adjustments in such payments for periods
prior to such effective date directly between themselves.


                    (b)
All computations of interest based on the Base Rate and of commitment fees
shall be made by the Agent on the basis of a year of 365 or 366 days, as the
case may be, all computations of interest on Swing Line Advances or based on
the Eurocurrency Rate (including the Overnight Eurocurrency Rate) or the
Federal Funds Rate and of Letter of Credit fees shall be made by the Agent on
the basis of a year of 360 days and all computations in respect of Competitive
Bid Advances shall be made by the Agent or the Sub-Agent, as the case may be,
as specified in the applicable Notice of Competitive Bid Borrowing (or, in each
case of Advances denominated in Foreign Currencies where market practice
differs, in accordance with market practice), in each case for the actual
number of days (including the first day but excluding the last day) occurring
in the period for which such interest, commitment fees or Letter of Credit fees
are payable. Each determination by the Agent of an interest rate hereunder
shall be conclusive and binding for all purposes, absent manifest error.


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


                    (d)
Unless the Agent shall have received notice from any Borrower prior to the date
on which any payment is due to the Lenders hereunder that such Borrower will
not make such payment in full, the Agent may assume that such Borrower has made
such payment in full to the Agent on such date and the Agent may, in reliance
upon such assumption, cause to be distributed to each Lender on such due date
an amount equal to the amount then due such Lender. If and to the extent such
Borrower shall not have so made such payment in full to the Agent, each Lender
shall repay to the Agent forthwith on demand such amount distributed to such
Lender together with interest thereon, for each day from the date such amount
is distributed to such Lender until the date 


49





such Lender repays such amount to the Agent, at (i) the Federal
Funds Rate in the case of Advances denominated in Dollars or (ii) the cost
of funds incurred by the Agent in respect of such amount in the case of Advances
denominated in Foreign Currencies.


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


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


                    (c)
Each Borrower shall indemnify each Lender and the Agent for the full amount of
Taxes or Other Taxes (including, without limitation, any taxes imposed by any
jurisdiction on amounts payable under this Section 2.14) imposed on or
paid by such Lender or the Agent (as the case may be) and any liability
(including penalties, interest and expenses) arising therefrom or with respect
thereto; provided, however, that a Borrower shall not be
obligated to pay any amounts in respect of penalties, interest or expenses
pursuant to this paragraph that are payable solely as a result of (i) the
failure on the part of the pertinent Lender or the Agent to pay over those
amounts received from the Borrowers under this clause (c) or (ii) the gross
negligence or willful misconduct on the part of the pertinent Lender or the
Agent. This indemnification shall be made within 30 days from the date such
Lender or the Agent (as the case may be) makes written demand therefor. Each
Lender agrees to provide reasonably prompt notice to the Agent, the Company and
any Borrower of any imposition of Taxes or Other Taxes against such Lender; provided
that failure to give such notice shall not affect such Lender’s rights to
indemnification hereunder. Each Lender agrees that it will, promptly upon a
request by the Company or a Borrower having made an


50






indemnification payment
hereunder, furnish to the Company or such Borrower, as the case may be, such
evidence as is reasonably available to such Lender as to the payment of the
relevant Taxes or Other Taxes, and that it will, if requested by the Company or
such Borrower, cooperate with the Company or such Borrower, as the case may be,
in its efforts to obtain a refund or similar relief in respect of such payment.



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


                    (e)
(i) Each Lender organized under the laws of a jurisdiction outside the United
States, on or prior to the date of its execution and delivery of this Agreement
in the case of each Initial Lender, on the date of the Assumption Agreement or
the Assignment and Assumption pursuant to which it becomes a Lender in the case
of each other Lender and on the date it changes its Applicable Lending Office
in the case of any Lender, and from time to time thereafter as requested in
writing by any Borrower (unless a change in law renders such Lender unable
lawfully to do so), shall provide the Agent and each Borrower with two original
Internal Revenue Service forms W-8ECI or W-8BEN, as appropriate, or any
successor or other form prescribed by the Internal Revenue Service, certifying
that such Lender is exempt from or entitled to a reduced rate of United States
withholding tax on payments pursuant to this Agreement or the Notes. In
addition, each Lender further agrees to provide any Borrower with any form or
document as any Borrower may reasonably request which is required by any taxing
authority outside the United States in order to secure an exemption from, or
reduction in the rate of, withholding tax in such jurisdiction, if available to
such Lender. If the forms provided by a Lender at the time such Lender first
becomes a party to this Agreement or changes its Applicable Lending Office
indicate a United States interest withholding tax rate in excess of zero,
withholding tax at such rate shall be considered excluded from Taxes unless and
until such Lender provides the appropriate forms certifying that a lesser rate
applies, whereupon withholding tax at such lesser rate only shall be considered
excluded from Taxes for periods governed by such form; provided, however,
that, in the case of a Lender that initially becomes a party to this Agreement
pursuant to an assignment in accordance with Section 9.06 or a Lender that
undertakes a change in its Applicable Lending Office, 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 on the date of such assignment or change with respect to the
assignee Lender or Lender after the change in Applicable Lending Office, but
only to the extent of United States withholding tax included in Taxes, if any,
applicable on the date of such assignment or change with respect to the
assignor Lender or Lender prior to such change in Applicable Lending Office. If
any form or document referred to in this subsection (e) requires the disclosure
of information, other than information necessary to compute the tax payable and
information required on the date hereof by Internal Revenue Service form W-8ECI
or W-8BEN, that a Lender reasonably considers to be 


51





confidential, such Lender shall give notice thereof to each Borrower
and shall not be obligated to include in such form or document such
confidential information. 


                    (ii)
In addition, if a payment made to a Lender hereunder or under the Notes would
be subject to United States withholding tax imposed by FATCA if such Lender
were to fail to comply with the applicable reporting requirements of FATCA
(including those contained in Section 1471(b) or 1472(b) of the Internal
Revenue Code, as applicable), such Lender shall deliver to the Company and the
Agent, at the time or times prescribed by law and at such time or times
reasonably requested by the Company or the Agent, such documentation prescribed
by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the
Internal Revenue Code) and such additional documentation reasonably requested
by the Company or the Agent as may be necessary for each Borrower or the Agent
to comply with its obligations under FATCA, to determine that such Lender has
complied with such Lender’s obligations under FATCA or to determine the amount
to deduct and withhold from such payment. 


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


                    (g)
If any Borrower is required to pay any additional amount to any Lender or to
the Agent or on behalf of any of them to any taxing authority pursuant to this
Section 2.14, such Lender shall, upon the written request of the Company
delivered to such Lender and the Agent, assign, pursuant to and in accordance
with the provisions of Section 9.06, all of its rights and obligations under
this Agreement and under the Notes to an Eligible Assignee selected by the
Company; provided, however, that (i) no Default shall have
occurred and be continuing at the time of such request and at the time of such
assignment; (ii) the assignee shall have paid to the assigning Lender the
aggregate principal amount of, and any interest accrued and unpaid to the date
of such assignment on, the Note or Notes of such Lender; (iii) the Company
shall have paid to the assigning Lender any and all commitment fees and other
fees payable to such Lender and all other accrued and unpaid amounts owing to
such Lender under any provision of this Agreement (including, but not limited
to, any increased costs or other additional amounts owing under Section 2.11,
any break funding costs under Section 9.04(c) and any indemnification for Taxes
under this Section 2.14) as of the effective date of such assignment; and (iv)
if the assignee selected by the Company is not an existing Lender, such
assignee or the Company shall have paid the processing and recordation fee
required under Section 9.06(a) for such assignment; provided further
that the assigning Lender’s rights under Sections 2.11, 2.14 and 9.04, and its
obligations under Section 8.05, shall survive such assignment as to matters
occurring prior to the date of assignment. 


                    SECTION
2.15. Sharing of Payments, Etc. If any Lender shall obtain any payment
(whether voluntary, involuntary, through the exercise of any right of setoff,
if any, or otherwise) on account of the Revolving Credit Advances or Swing Line
Advances owing to it (other than pursuant to Section 2.03, 2.04(c), 2.06(b),
2.06(c), 2.11, 2.14 or 9.04(c)) in excess of its Ratable 


52





Share of payments on account of the Revolving Credit Advances or Swing
Line Advances obtained by all the Lenders, such Lender shall forthwith purchase
from the other Lenders such participations in the Revolving Credit Advances or
Swing Line Advances owing to them as shall be necessary to cause such
purchasing Lender to share the excess payment ratably with each of them; provided,
however, that if all or any portion of such excess payment is thereafter
recovered from such purchasing Lender, such purchase from each Lender shall be
rescinded and such Lender shall repay to the purchasing Lender the purchase
price to the extent of such recovery together with an amount equal to such
Lender’s ratable share (according to the proportion of (i) the amount of such
Lender’s required repayment to (ii) the total amount so recovered from the
purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered. Each Borrower
agrees that any Lender so purchasing a participation from another Lender
pursuant to this Section 2.15 may, to the fullest extent permitted by law,
exercise all its rights of payment (including the right of setoff, if any) with
respect to such participation as fully as if such Lender were the direct
creditor of such Borrower in the amount of such participation. 


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


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


                    (b)
The Register maintained by the Agent pursuant to Section 9.06(c) shall include
a control account, and a subsidiary account for each Lender, in which accounts
(taken together) shall be recorded (i) the date and amount of each Borrowing
made hereunder, the Type of Advances comprising such Borrowing and, if
appropriate, the Interest Period applicable thereto, (ii) the terms of each
Assumption Agreement and each Assignment Acceptance delivered to and accepted
by it, (iii) the amount of any principal or interest due and payable or to
become due and payable from each Borrower to each Lender hereunder and (iv) the
amount of any sum received by the Agent from each Borrower hereunder and each
Lender’s share thereof. 


                    (c)
Entries made in good faith by the Agent in the Register pursuant to subsection
(b) above, and by each Lender in its account or accounts pursuant to subsection
(a) above, shall be prima facie evidence of the amount of
principal and interest due and payable or to become due and payable from the
Borrowers to, in the case of the Register, each Lender and, in the case of such
account or accounts, such Lender, under this Agreement, absent manifest error; provided,
however, that the failure of the Agent or such Lender to make an entry,
or any finding 


53





that an entry is incorrect, in the Register or such account or accounts
shall not limit or otherwise affect the obligations of any Borrower under this
Agreement. 


                    SECTION
2.18. Increase in the Aggregate Revolving Credit Commitments. (a) The
Company may, at any time but in any event not more than once in any calendar
year prior to the Termination Date, by notice to the Agent, request that the
aggregate amount of the Revolving Credit Commitments be increased by an amount
of $25,000,000 or an integral multiple thereof (each a “Commitment Increase”)
to be effective as of a date that is at least 90 days prior to the earliest
scheduled Termination Date then in effect (the “Increase Date”) as
specified in the related notice to the Agent; provided, however
that (i) in no event shall the aggregate amount of the Revolving Credit
Commitments at any time exceed $3,500,000,000 and (ii) on the date of any
request by the Company for a Commitment Increase and on the related Increase
Date the applicable conditions set forth in Section 3.03 shall be satisfied. 


                    (b)
The Agent shall promptly notify the Lenders of a request by the Company for a
Commitment Increase, which notice shall include (i) the proposed amount of such
requested Commitment Increase, (ii) the proposed Increase Date and (iii) the
date by which Lenders wishing to participate in the Commitment Increase must
commit to an increase in the amount of their respective Revolving Credit
Commitments (the “Commitment Date”). Each Lender that is willing to
participate in such requested Commitment Increase (each an “Increasing
Lender”) shall, in its sole discretion, give written notice to the Agent on
or prior to the Commitment Date of the amount by which it is willing to
increase its Revolving Credit Commitment. If the Lenders notify the Agent that
they are willing to increase the amount of their respective Revolving Credit
Commitments by an aggregate amount that exceeds the amount of the requested
Commitment Increase, the requested Commitment Increase shall be allocated among
the Lenders willing to participate therein in such amounts as are agreed
between the Company and the Agent. Each Lender’s proposed increased Revolving
Credit Commitment shall be subject to the prior written approval of each
Issuing Bank and each Swing Line Bank, which consent shall not be unreasonably
withheld or delayed. 


                    (c)
Promptly following each Commitment Date, the Agent shall notify the Company as
to the amount, if any, by which the Lenders are willing to participate in the
requested Commitment Increase. If the aggregate amount by which the Lenders are
willing to participate in any requested Commitment Increase on any such
Commitment Date is less than the requested Commitment Increase, then the
Company may extend offers to one or more Eligible Assignees approved by each
Issuing Bank and each Swing Line Bank (which approval shall not be unreasonably
withheld or delayed) to participate in any portion of the requested Commitment
Increase that has not been committed to by the Lenders as of the applicable
Commitment Date; provided, however, that the Revolving Credit
Commitment of each such Eligible Assignee shall be in an amount of $25,000,000
or an integral multiple thereof. 


                    (d)
On each Increase Date, each Eligible Assignee that accepts an offer to
participate in a requested Commitment Increase in accordance with Section
2.18(c) (each such Eligible Assignee and each Eligible Assignee that agrees to
an extension of the Termination Date in accordance with Section 2.19(c), an “Assuming
Lender”) shall become a Lender party to this Agreement as of such Increase
Date and the Revolving Credit Commitment of each Increasing Lender for such
requested Commitment Increase shall be so increased by such amount (or by the 


54





amount allocated to such Lender pursuant to the last sentence of
Section 2.18(b)) as of such Increase Date; provided, however,
that the Agent shall have received on or before such Increase Date the
following, each dated such date: 


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


On each Increase Date, upon fulfillment of the conditions set forth in
the immediately preceding sentence of this Section 2.18(d), the Agent shall
notify the Lenders (including, without limitation, each Assuming Lender) and
the Company, on or before 1:00 P.M. (New York City time), by telecopier, of the
occurrence of the Commitment Increase to be effected on such Increase Date and
shall record in the Register the relevant information with respect to each
Increasing Lender and each Assuming Lender on such date. Each Increasing Lender
and each Assuming Lender shall, before 2:00 P.M. (New York City time) on the
Increase Date, purchase that portion of outstanding Advances of the other
Lenders or take such other actions as the Agent may determine to be necessary
to cause the Advances and funded and unfunded participations in Swing Line
Advances and Letters of Credit to be held on a pro rata basis by the Lenders in
accordance with their Ratable Shares (calculated based on their Revolving
Credit Commitments as a percentage of the aggregate Revolving Credit
Commitments outstanding after giving effect to the relevant Commitment
Increase). 


                    SECTION
2.19. Extension of Termination Date. (a) At least 45 days but not more
than 60 days prior to any anniversary of the Restatement Date, the Company, by
written notice to the Agent, may request an extension of the Termination Date
in effect at such time by one year from its then scheduled expiration. The
Agent shall promptly notify each Lender of such request, and each Lender shall
in turn, in its sole discretion, not later than 20 days prior to such
anniversary date, notify the Company and the Agent in writing as to whether
such Lender will consent to such extension. If any Lender shall fail to notify
the Agent and the Company in writing of its consent to any such request for
extension of the Termination Date at least 20 days prior to the applicable
anniversary date, such Lender shall be deemed to be a Non-Consenting Lender
with respect to such request. The Agent shall notify the Company not later than
15 days prior to the applicable anniversary date of the decision of the Lenders
regarding the Company’s request for an extension of the Termination Date. 


                    (b)
If all the Lenders consent in writing to any such request in accordance with
subsection (a) of this Section 2.19, the Termination Date in effect at such
time shall, effective as at the applicable anniversary date (the “Extension
Date”), be extended for one year; provided that on each Extension
Date the applicable conditions set forth in Section 3.03 shall be satisfied. If
fewer 


55





than all of the Lenders consent in writing to any such request in
accordance with subsection (a) of this Section 2.19, the Termination Date in
effect at such time shall, effective as at the applicable Extension Date and
subject to subsection (d) of this Section 2.19, be extended as to those Lenders
that so consented (each a “Consenting Lender”) but shall not be extended
as to any other Lender (each a “Non-Consenting Lender”). To the extent
that the Termination Date is not extended as to any Lender pursuant to this
Section 2.19 and the Commitment of such Lender is not assumed in accordance
with subsection (c) of this Section 2.19 on or prior to the applicable
Extension Date, each Commitment of such Non-Consenting Lender shall
automatically terminate in whole on such unextended Termination Date without
any further notice or other action by the Company, such Lender or any other
Person; provided that such Non-Consenting Lender’s rights under Sections
2.11, 2.14 and 9.04, and its obligations under Section 8.05, shall survive the
Termination Date for such Lender as to matters occurring prior to such date. It
is understood and agreed that no Lender shall have any obligation whatsoever to
agree to any request made by the Company for any requested extension of the
Termination Date. The failure of a Lender to respond to a notice of such an
increase will be deemed an election by such Lender not to participate therein. 


                    (c)
If fewer than all of the Lenders consent to any such request pursuant to
subsection (a) of this Section 2.19, the Agent shall promptly so notify the
Consenting Lenders, and each Consenting Lender may, in its sole discretion,
give written notice to the Agent not later than 10 days prior to the
Termination Date of the amount of the Non-Consenting Lenders’ Commitments for
which it is willing to accept an assignment. If the Consenting Lenders notify
the Agent that they are willing to accept assignments of Commitments in an
aggregate amount that exceeds the amount of the Commitments of the
Non-Consenting Lenders, such Commitments shall be allocated among the
Consenting Lenders willing to accept such assignments in such amounts as are
agreed between the Company and the Agent. If after giving effect to the
assignments of Commitments described above there remain any Commitments of
Non-Consenting Lenders, the Company may arrange for one or more Consenting
Lenders or other Eligible Assignees approved by each Issuing Bank and each
Swing Line Bank (which approval shall not be unreasonably withheld or delayed)
as Assuming Lenders to assume, effective as of the Extension Date, any
Non-Consenting Lender’s Commitment and all of the obligations of such
Non-Consenting Lender under this Agreement thereafter arising, without recourse
to or warranty by, or expense to, such Non-Consenting Lender; provided, however,
that the amount of the Commitment of any such Assuming Lender as a result of
such substitution shall in no event be less than $25,000,000 unless the amount
of the Commitment of such Non-Consenting Lender is less than $25,000,000, in
which case such Assuming Lender shall assume all of such lesser amount; and provided
further that: 


	
  

 	
  

 
	
  

 	
           (i) any
 such Consenting Lender or Assuming Lender shall have paid to such
 Non-Consenting Lender (A) the aggregate principal amount of, and any interest
 accrued and unpaid to the effective date of the assignment on, the
 outstanding Advances, if any, of such Non-Consenting Lender plus (B)
 any accrued but unpaid commitment fees owing to such Non-Consenting Lender as
 of the effective date of such assignment; 

 
	
  

 	
  

 
	
  

 	
           (ii) all
 additional costs reimbursements, expense reimbursements and indemnities
 payable to such Non-Consenting Lender, and all other accrued and unpaid
 amounts owing to such Non-Consenting Lender hereunder, as of the effective
 date of such assignment shall have been paid to such Non-Consenting Lender;
 and 

 


56









	
  

 	
  

 
	
  

 	
           (iii)
 with respect to any such Assuming Lender, the applicable processing and
 recordation fee required under Section 9.06(a) for such assignment shall have
 been paid; 

 


provided further that such
Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 9.04, and its
obligations under Section 8.05, shall survive such substitution as to matters
occurring prior to the date of substitution. At least three Business Days prior
to any Extension Date, (A) each such Assuming Lender, if any, shall have
delivered to the Company and the Agent an Assumption Agreement, duly executed
by such Assuming Lender, such Non-Consenting Lender, the Company and the Agent,
(B) any such Consenting Lender shall have delivered confirmation in writing
satisfactory to the Company and the Agent as to the increase in the amount of
its Commitment and (C) each Non-Consenting Lender being replaced pursuant to
this Section 2.19 shall have delivered to the Agent any Note or Notes held by
such Non-Consenting Lender. Upon the payment or prepayment of all amounts
referred to in clauses (i), (ii) and (iii) of the immediately preceding
sentence, each such Consenting Lender or Assuming Lender, as of the Extension
Date, will be substituted for such Non-Consenting Lender under this Agreement
and shall be a Lender for all purposes of this Agreement, without any further
acknowledgment by or the consent of the other Lenders, and the obligations of
each such Non-Consenting Lender hereunder shall, by the provisions hereof, be
released and discharged. 


                    (d)
If (after giving effect to any assignments or assumptions pursuant to
subsection (c) of this Section 2.19) Lenders having Revolving Credit
Commitments equal to at least 50% of the Revolving Credit Commitments in effect
immediately prior to the Extension Date consent in writing to a requested
extension (whether by execution or delivery of an Assumption Agreement or
otherwise) not later than one Business Day prior to such Extension Date, the
Agent shall so notify the Company, and, subject to the satisfaction of the
applicable conditions in Section 3.03, the Termination Date then in effect
shall be extended for the additional one-year period as described in subsection
(a) of this Section 2.19, and all references in this Agreement, and in the
Notes, if any, to the “Termination Date” shall, with respect to each
Consenting Lender and each Assuming Lender for such Extension Date, refer to
the Termination Date as so extended. Promptly following each Extension Date,
the Agent shall notify the Lenders (including, without limitation, each
Assuming Lender) of the extension of the scheduled Termination Date in effect
immediately prior thereto and shall thereupon record in the Register the
relevant information with respect to each such Consenting Lender and each such
Assuming Lender. 


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



	
  

 	
  

 
	
  

 	
           (i) so
 long as no Default has occurred and is continuing, all or any part of the
 participations in Swing Line Advances and the Available Amount of outstanding
 Letters of Credit shall be reallocated among the Non-Defaulting Lenders in
 accordance with their respective Ratable Shares (disregarding any Defaulting
 Lender’s Revolving Credit Commitment) but only to the extent that the sum of
 (A) the aggregate principal amount of all Advances made by such
 Non-Defaulting Lenders (in their capacity as Lenders) and outstanding at such
 time, plus (B) such Non-Defaulting Lenders’ Ratable Shares (before giving
 effect to the reallocation contemplated herein) of the Available Amount of
 all outstanding 

 


57









	
  

 	
  

 
	
  

 	
 Swing Line Advances and Letters of Credit, plus (C) the aggregate
 principal amount of all Advances made by each Swing Line Bank and each
 Issuing Bank pursuant to Section 2.04(c) that have not been ratably funded by
 such Non-Defaulting Lenders and outstanding at such time, plus (D) such
 Defaulting Lender’s Ratable Share of such outstanding Swing Line Advances and
 the Available Amount of such Letters of Credit, does not exceed the total of
 all Non-Defaulting Lenders’ Revolving Credit Commitments, and the respective
 revolving extensions of credit of each Non-Defaulting Lender do not exceed
 such Non-Defaulting Lender’s Revolving Credit Commitment; 

 
	
  

 	
  

 
	
  

 	
           (ii) if
 the reallocation described in clause (i) above cannot, or can only partially,
 be effected, the Borrowers shall within one Business Day following notice by
 any Swing Line Bank or any Issuing Bank, cash collateralize such Defaulting
 Lender’s Ratable Share of the outstanding Swing Line Advances or the
 Available Amount of such Letters of Credit (after giving effect to any
 partial reallocation pursuant to clause (i) above), as the case may be, by
 paying cash collateral to such Swing Line Bank or such Issuing Bank; provided
 that, so long as no Default is continuing, such cash collateral shall be
 released promptly upon the earliest of (A) the reallocation of the Swing Line
 Advances and the Available Amount of outstanding Letters of Credit among
 Non-Defaulting Lenders in accordance with clause (i) above, (B) a reduction
 in outstanding Swing Line Advances and the Available Amount of all
 outstanding Letters of Credit by an amount equal to or greater than such
 Defaulting Lender’s Ratable Share of such Swing Line Advances and the
 Available Amount of such Letters of Credit (after giving effect to any
 partial reallocation to clause (i)), (C) the termination of the Defaulting
 Lender status of the applicable Lender, (D) such Swing Line Bank’s or Issuing
 Bank’s good faith determination that there exists excess cash collateral (in
 which case, the amount equal to such excess cash collateral shall be
 released) or (E) the posting of cash collateral for the amount of a
 Defaulting Lender as contemplated by Section 2.20(e). In the event any Letter
 of Credit or a portion thereof is collateralized, no fees shall be payable by
 the applicable Borrower on the collateralized amount of such Letter of Credit
 or a portion thereof; 

 
	
  

 	
  

 
	
  

 	
           (iii) to
 the extent the Ratable Shares of Letters of Credit of the Non-Defaulting Lenders
 are reallocated pursuant to this Section 2.20(a), then the fees payable to
 the Lenders pursuant to Section 2.05(b)(i) shall be adjusted in accordance
 with such Non-Defaulting Lenders’ Ratable Shares of Letters of Credit as
 reallocated; or 

 
	
  

 	
  

 
	
  

 	
           (iv) to
 the extent any Defaulting Lender’s Ratable Share of Letters of Credit is
 neither cash collateralized nor reallocated pursuant to Section 2.20(a),
 then, without prejudice to any rights or remedies of any Issuing Bank or any
 Lender hereunder, all letter of credit fees payable under Section 2.05(b)(i)
 with respect to such Defaulting Lender’s Ratable Share of Letters of Credit
 that have not been reallocated or collateralized shall be payable to the
 applicable Issuing Bank until such Defaulting Lender’s Ratable Share of
 Letters of Credit has been fully cash collateralized and/or reallocated. 

 


58









	
  

 	
  

 
	
  

 	
           (b) So
 long as any Lender is a Defaulting Lender, no Swing Line Bank shall be
 required to make a Swing Line Advance, and no Issuing Bank shall be required
 to issue, amend or increase any Letter of Credit, unless it is satisfied that
 the related exposure will be 100% covered by the Revolving Credit Commitments
 of the Non-Defaulting Lenders and/or cash collateral will be provided by the
 Borrowers in accordance with Section 2.20(a), and participating interests in
 any such Swing Line Advances or newly issued or increased Letter of Credit
 shall be allocated among Non-Defaulting Lenders in a manner consistent with
 Section 2.20(a)(i) (and Defaulting Lenders shall not participate therein). 

 
	
  

 	
  

 
	
  

 	
           (c) No
 Commitment of any Lender shall be increased or otherwise affected, and,
 except as otherwise expressly provided in this Section 2.20, performance by
 the Borrowers of their obligations shall not be excused or otherwise
 modified, as a result of the operation of this Section 2.20. The rights and
 remedies against a Defaulting Lender under this Section 2.20 are in addition
 to any other rights and remedies which the Borrowers, the Agent, any Swing Line
 Bank, any Issuing Bank or any other Lender may have against such Defaulting
 Lender. 

 
	
  

 	
  

 
	
  

 	
           (d) If
 the Borrowers, the Agent, each Swing Line Bank and each Issuing Bank agree in
 writing that in their reasonable determination a Defaulting Lender should no
 longer be deemed to be a Defaulting Lender, the Agent will so notify the
 parties hereto, whereupon as of the effective date specified in such notice
 and subject to any conditions set forth therein (which may include
 arrangements with respect to any cash collateral), that Lender will, to the
 extent applicable, purchase that portion of outstanding Advances of the other
 Lenders or take such other actions as the Agent may determine to be necessary
 to cause the Advances and funded and unfunded participations in Swing Line
 Advances and Letters of Credit to be held on a pro rata basis by the Lenders
 in accordance with their Ratable Shares (without giving effect to Section
 2.20(a)), whereupon such Lender will cease to be a Defaulting Lender; provided
 that no adjustments will be made retroactively with respect to fees accrued
 or payments made by or on behalf of the Borrowers while that Lender was a
 Defaulting Lender; and provided, further, that except to the
 extent otherwise expressly agreed by the affected parties, no change
 hereunder from Defaulting Lender to Lender will constitute a waiver or
 release of any claim of any party hereunder arising from such Lender’s having
 been a Defaulting Lender. 

 
	
  

 	
  

 
	
  

 	
           (e)
 Notwithstanding anything to the contrary contained in this Agreement, any
 payment of principal, interest, commitment fees, letter of credit fees or
 other amounts received by the Agent for the account of any Defaulting Lender
 under this Agreement (whether voluntary or mandatory, at maturity, pursuant
 to Article VI or otherwise) shall be applied at such time or times as may be
 determined by the Agent as follows: first,
 to the payment of any amounts owing by such Defaulting Lender to the Agent
 hereunder; second, to the
 payment on a pro rata basis of any amounts owing by such Defaulting Lender to
 any Swing Line Bank or any Issuing Bank hereunder; third, if so determined by the Agent or requested by any
 Swing Line Bank or any Issuing Bank, to be held as cash collateral for future
 funding obligations of such Defaulting Lender in respect of any participation
 in any Swing Line Advance or Letter of Credit; fourth, as the Company may request (so long as no Default
 exists), to the funding of any Advance in respect of which that Defaulting
 Lender has failed to fund its portion thereof as required by this Agreement,
 as determined 

 


59









	
  

 	
  

 
	
  

 	
 by the Agent; fifth, if
 so determined by the Agent and the Company, to be held in the Cash Deposit
 Account and released in order to satisfy obligations of such Defaulting
 Lender to fund Advances under this Agreement; sixth, to the payment of any amounts owing to the Lenders,
 the Swing Line Banks or the Issuing Banks as a result of any judgment of a
 court of competent jurisdiction obtained by any Lender, Swing Line Bank or
 Issuing Bank against such Defaulting Lender as a result of such Defaulting
 Lender’s breach of its obligations under this Agreement; seventh, so long as no Default exists,
 to the payment of any amounts owing to any Borrower as a result of any
 judgment of a court of competent jurisdiction obtained by such Borrower
 against such Defaulting Lender as a result of such Defaulting Lender’s breach
 of its obligations under this Agreement; and eighth,
 to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction;
 provided that if (x) such payment is a payment of the principal amount
 of any Advance in respect of which such Defaulting Lender has not fully
 funded its appropriate share, and (y) such Advances were made or the related
 Letters of Credit were issued at a time when the applicable conditions set
 forth in Article III were satisfied or waived, such payment shall be applied
 solely to pay the Advances of all Non-Defaulting Lenders on a pro rata basis
 prior to being applied to the payment of any Advances of such Defaulting
 Lender and provided further that any amounts held as cash
 collateral for funding obligations of a Defaulting Lender shall be returned
 to such Defaulting Lender upon the termination of this Agreement and the
 satisfaction of such Defaulting Lender’s obligations hereunder. Any payments,
 prepayments or other amounts paid or payable to a Defaulting Lender that are
 applied (or held) to pay amounts owed by a Defaulting Lender or to post cash
 collateral pursuant to this Section 2.20 shall be deemed paid to and
 redirected by such Defaulting Lender, and each Lender irrevocably consents
 hereto. 

 


ARTICLE III


CONDITIONS TO EFFECTIVENESS AND LENDING


                    SECTION
3.01. Conditions Precedent to Effectiveness of the Amendment and Restatement.
The amendment and restatement of the Existing Credit Agreement shall become
effective on and as of the first date (the “Restatement Date”) on which
the following conditions precedent have been satisfied: 


	
  

 	
  

 
	
  

 	
           (a) There
 shall have occurred no Material Adverse Change since December 31, 2011,
 except as otherwise publicly disclosed prior to the date hereof. 

 
	
  

 	
  

 
	
  

 	
           (b) There
 shall exist no action, suit, investigation, litigation or proceeding
 affecting the Company or any of its Subsidiaries pending or to the knowledge
 of the Company Threatened before any court, governmental agency or arbitrator
 that (i) is reasonably likely to have a Material Adverse Effect, except as
 disclosed in public filings prior to the date hereof or (ii) purports to
 affect the legality, validity or enforceability of this Agreement or any Note
 of the Company or the consummation of the transactions contemplated hereby,
 and there shall have been no material adverse change in the status, or
 financial effect on the Company or any of its material Subsidiaries, of the
 matters disclosed in public filings prior to the date hereof. 

 


60









	
  

 	
  

 	
  

 
	
  

 	
           (c) The
 Company shall have paid all accrued fees and expenses of the Agent and the
 Lenders in respect of this Agreement. 

 
	
  

 	
  

 	
  

 
	
  

 	
           (d) On
 the Restatement Date, the following statements shall be true and the Agent
 shall have received a certificate signed by a duly authorized officer of the
 Company, dated the Restatement Date, stating that: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
           (e) The
 Agent shall have received on or before the Restatement Date the following,
 each dated such day, in form and substance satisfactory to the Agent: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (i) The
 Revolving Credit Notes of the Company to the order of the Lenders to the
 extent requested by any Lender pursuant to Section 2.17. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (iv) A
 favorable opinion of the General Counsel or an Assistant General Counsel of
 the Company, substantially in the form of Exhibit E hereto and as to such
 other matters as any Lender through the Agent may reasonably request. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (v) A
 favorable opinion of Shearman & Sterling LLP, counsel for the Agent,
 substantially in the form of Exhibit G hereto. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (vi) Such
 other approvals, opinions or documents as any Lender, through the Agent, may
 reasonably request. 

 
	
  

 	
  

 	
  

 
	
  

 	
           (f) The
 Agent shall have received counterparts of this Agreement executed by the
 Company and each of the Lenders or, as to any of the Lenders, advice
 satisfactory to the Agent that such Lender has executed this Agreement. 

 
	
  

 	
  

 
	
                     SECTION
 3.02. Initial Advance to Each Designated Subsidiary. The obligation of
 each Lender to make an initial Advance to each Designated Subsidiary
 following any designation of such Designated Subsidiary as a Borrower
 hereunder pursuant to Section 9.07 is subject to the Agent’s receipt on or
 before the date of such initial Advance of each of the following, in form and
 substance satisfactory to the Agent and dated such date, and (except for the
 Revolving Credit Notes) in sufficient copies for each Lender: 

 


61









	
  

 	
  

 
	
  

 	
           (a) The
 Revolving Credit Notes of such Borrower to the order of the Lenders to the
 extent requested by any Lender pursuant to Section 2.17. 

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (d) A
 certificate signed by a duly authorized officer of the Company or such
 Borrower, dated as of the date of such initial Advance, certifying that such
 Borrower shall have obtained all governmental and third party authorizations,
 consents, approvals (including exchange control approvals) and licenses
 required under applicable laws and regulations necessary for such Borrower to
 execute and deliver this Agreement and the Notes and to perform its
 obligations thereunder. 

 
	
  

 	
  

 
	
  

 	
           (e) The
 Designation Letter of such Designated Subsidiary, substantially in the form
 of Exhibit D hereto. 

 
	
  

 	
  

 
	
  

 	
           (f) A
 favorable opinion of counsel to such Designated Subsidiary, dated the date of
 such initial Advance, substantially in the form of Exhibit F hereto. 

 
	
  

 	
  

 
	
  

 	
           (g) Such
 other approvals, opinions or documents as any Lender, through the Agent, may
 reasonably request. 

 
	
  

 	
  

 
	
                     SECTION
 3.03. Conditions Precedent to Each Revolving Credit Borrowing, Swing Line
 Borrowing, Issuance, Commitment Increase and Extension Date. The
 obligation of each Lender to make an Advance (other than (x) an Advance made
 by any Issuing Bank or any Lender pursuant to Section 2.04(c) or (y) a
 Competitive Bid Advance), the obligation of the Issuing Bank to issue a
 Letter of Credit, each Commitment Increase and each extension of Commitments
 pursuant to Section 2.19 shall be subject to the conditions precedent that
 the Effective Date shall have occurred and on the date of such Borrowing,
 issuance, Commitment Increase or extension of Commitments, as the case may
 be, (a) the following statements shall be true (and each of the giving of the
 applicable Notice of Revolving Credit Borrowing, Notice of Swing Line
 Borrowing, Notice of Issuance, request for Commitment Increase, request for
 Commitment extension and the acceptance by the Borrower requesting such
 Borrowing or issuance of the proceeds of such Borrowing or such issuance
 shall constitute a representation and warranty by such Borrower that on the
 date of such Borrowing or issuance, such Increase Date or such Extension Date
 such statements are true): 

 
	
  

 	
  

 
	
  

 	
           (i) the
 representations and warranties of the Company contained in Section 4.01
 (except, in the case of a Borrowing or an issuance, the representations set
 forth in the last sentence of subsection (e) thereof and in subsections (f),
 (h)-(l) and (n) 

 


62









	
  

 	
  

 
	
  

 	
 thereof) are correct on and as of the date of such Borrowing or
 issuance, before and after giving effect to such Borrowing or issuance, such
 Commitment Increase or such Extension Date and to the application of the
 proceeds therefrom, as though made on and as of such date, and additionally,
 if such Borrowing or issuance shall have been requested by a Designated Subsidiary,
 the representations and warranties of such Designated Subsidiary contained in
 its Designation Letter are correct on and as of the date of such Borrowing or
 issuance, before and after giving effect to such Borrowing or issuance and to
 the application of the proceeds therefrom, as though made on and as of such
 date, and 

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 and (b) the Agent shall have received such other approvals, opinions
 or documents as any Lender through the Agent may reasonably request. 

 
	
  

 	
  

 
	
                     SECTION
 3.04. Conditions Precedent to Each Competitive Bid Borrowing. The
 obligation of each Lender that is to make a Competitive Bid Advance on the
 occasion of a Competitive Bid Borrowing to make such Competitive Bid Advance
 as part of such Competitive Bid Borrowing is subject to the conditions
 precedent that (i) the Agent shall have received the written confirmatory
 Notice of Competitive Bid Borrowing with respect thereto, (ii) on or before
 the date of such Competitive Bid Borrowing, but prior to such Competitive Bid
 Borrowing, the Agent shall have received a Competitive Bid Note payable to
 the order of such Lender and substantially in the form of Exhibit A-2 hereto
 for each of the one or more Competitive Bid Advances to be made by such
 Lender as part of such Competitive Bid Borrowing, in a principal amount equal
 to the principal amount of the Competitive Bid Advance to be evidenced
 thereby and otherwise on such terms as were agreed to for such Competitive
 Bid Advance in accordance with Section 2.03, and (iii) on the date of such
 Competitive Bid Borrowing the following statements shall be true (and each of
 the giving of the applicable Notice of Competitive Bid Borrowing and the
 acceptance by the Borrower requesting such Competitive Bid Borrowing of the
 proceeds of such Competitive Bid Borrowing shall constitute a representation
 and warranty by such Borrower that on the date of such Competitive Bid
 Borrowing such statements are true): 

 
	
  

 	
  

 
	
  

 	
           (a) the
 representations and warranties of the Company contained in Section 4.01
 (except the representations set forth in the last sentence of subsection (e)
 thereof and in subsections (f), (h)-(l) and (n) thereof) are correct on and
 as of the date of such Competitive Bid Borrowing, before and after giving
 effect to such Competitive Bid Borrowing and to the application of the
 proceeds therefrom, as though made on and as of such date, and, if such
 Competitive Bid Borrowing shall have been requested by a Designated
 Subsidiary, the representations and warranties of such Designated Subsidiary
 contained in its Designation Letter are correct on and as of the date of such
 Competitive Bid Borrowing, before and after giving effect to such Competitive
 Bid Borrowing and to the application of the proceeds therefrom, as though
 made on and as of such date, 

 
	
  

 	
  

 
	
  

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

 


63









	
  

 	
  

 
	
  

 	
           (c) no
 event has occurred and no circumstance exists as a result of which the
 information concerning such Borrower that has been provided to the Agent and
 each Lender by such Borrower in connection herewith would include an untrue
 statement of a material fact or omit to state any material fact necessary to
 make the statements contained therein, in the light of the circumstances
 under which they were made, not misleading, 

 
	
  

 	
  

 
	
 and (iv) the Agent shall have received such other approvals, opinions
 or documents as any Lender through the Agent may reasonably request. 

 
	
  

 	
  

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

 
	
  

 	
  

 
	
 ARTICLE IV

 
	
  

 	
  

 
	
 REPRESENTATIONS AND WARRANTIES

 
	
  

 	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (b) The
 execution, delivery and performance by the Company of this Agreement and the
 Notes of the Company, and the consummation of the transactions contemplated
 hereby, are within the Company’s corporate powers, have been duly authorized
 by all necessary corporate action, and do not and will not cause or
 constitute a violation of any provision of law or regulation or any provision
 of the Certificate of Incorporation or By-Laws of the Company or result in
 the breach of, or constitute a default or require any consent under, or
 result in the creation of any lien, charge or encumbrance upon any of the
 properties, revenues, or assets of the Company pursuant to, any indenture or
 other agreement or instrument to which the Company is a party or by which the
 Company or its property may be bound or affected. 

 
	
  

 	
  

 
	
  

 	
           (c) No
 authorization, consent, approval (including any exchange control approval),
 license or other action by, and no notice to or filing or registration with,
 any governmental authority, administrative agency or regulatory body or any
 other third party is required for the due execution, delivery and performance
 by the Company of this Agreement or the Notes of the Company. 

 
	
  

 	
  

 
	
  

 	
           (d) This
 Agreement has been, and each of the Notes when delivered hereunder will have
 been, duly executed and delivered by the Company. This Agreement is, and each
 of the Notes of the Company when delivered hereunder will be, the legal,
 valid and binding 

 


64









	
  

 	
  

 
	
  

 	
 obligation of the Company enforceable against the Company in
 accordance with their respective terms, except to the extent that such
 enforcement may be limited by applicable bankruptcy, insolvency and other
 similar laws affecting creditors’ rights generally. 

 
	
  

 	
  

 
	
  

 	
           (e) The
 Consolidated balance sheet of the Company and its Consolidated Subsidiaries
 as at December 31, 2011, and the related Consolidated statements of income
 and cash flows of the Company and its Consolidated Subsidiaries for the
 fiscal year then ended (together with the notes to the financial statements
 of the Company and its Consolidated Subsidiaries and the Consolidated
 statements of cash flows of the Company and its Consolidated Subsidiaries),
 accompanied by an opinion of one or more nationally recognized firms of
 independent public accountants, copies of which have been furnished to each
 Lender, are materially complete and correct, and fairly present the
 Consolidated financial condition of the Company and its Consolidated
 Subsidiaries as at such date and the Consolidated results of the operations
 of the Company and its Consolidated Subsidiaries for the period ended on such
 date, all in accordance with GAAP consistently applied, except as otherwise
 noted therein; the Company and its Consolidated Subsidiaries do not have on
 such date any material contingent liabilities, liabilities for taxes, unusual
 forward or long-term commitments or unrealized or anticipated losses from any
 unfavorable commitments, except as referred to or reflected or provided for
 in such balance sheet or the notes thereto as at such date. No Material
 Adverse Change has occurred since December 31, 2011, except as otherwise
 publicly disclosed prior to the date hereof. 

 
	
  

 	
  

 
	
  

 	
           (f) There
 is no action, suit, investigation, litigation or proceeding, including,
 without limitation, any Environmental Action, pending or to the knowledge of
 the Company Threatened affecting the Company or any of its Subsidiaries
 before any court, governmental agency or arbitrator that (i) is reasonably
 likely to have a Material Adverse Effect (other than as disclosed in public
 filings prior to the date hereof), or (ii) purports to affect the legality,
 validity or enforceability of this Agreement or any Note or the consummation
 of the transactions contemplated hereby, and there has been no adverse change
 in the status, or financial effect on the Company or any of its material
 Subsidiaries, of the matters disclosed in public filings prior to the date
 hereof. 

 
	
  

 	
  

 
	
  

 	
           (g)
 Following application of the proceeds of each Advance, not more than 25
 percent of the value of the assets (either of the Borrower of such Advance or
 of such Borrower and its Subsidiaries on a Consolidated basis) subject to the
 provisions of Section 5.02(a) or subject to any restriction contained in any
 agreement or instrument between such Borrower and any Lender or any Affiliate
 of any Lender relating to Debt and within the scope of Section 6.01(e) will
 be margin stock (within the meaning of Regulation U issued by the Board of
 Governors of the Federal Reserve System). 

 
	
  

 	
  

 
	
  

 	
            (h) The
 Company and each wholly-owned direct Subsidiary of the Company have, in the
 aggregate, met their minimum funding requirements under ERISA with respect to
 their Plans in all material respects and have not incurred any material
 liability to the PBGC, other than for the payment of premiums, in connection
 with such Plans. 

 


65









	
  

 	
  

 
	
  

 	
           (i) No
 ERISA Event has occurred or is reasonably expected to occur with respect to
 any Plan of the Company or any of its ERISA Affiliates that has resulted in
 or is reasonably likely to result in a material liability of the Company or
 any of its ERISA Affiliates. 

 
	
  

 	
  

 
	
  

 	
           (j)
 Schedule SB (Actuarial Information) to the most recent annual report (Form
 5500 Series) with respect to each Plan of the Company or any of its ERISA
 Affiliates, copies of which have been filed with the United States Department
 of Labor (and which will be furnished to any Lender through the Agent upon
 the request of such Lender through the Agent to the Company), are complete
 and accurate in all material respects and fairly present in all material
 respects the funding status of such Plans at such date, and since the date of
 each such Schedule SB there has been no material adverse change in funding
 status. 

 
	
  

 	
  

 
	
  

 	
           (k)
 Neither the Company nor any of its ERISA Affiliates has incurred or
 reasonably expects to incur any Withdrawal Liability to any Multiemployer
 Plan in an annual amount exceeding 6% of Net Tangible Assets of the Company
 and its Consolidated Subsidiaries. 

 
	
  

 	
  

 
	
  

 	
           (l) No
 Multiemployer Plan is, or is reasonably expected to be, in reorganization,
 insolvent or to be terminated, within the meaning of Title IV of ERISA or to
 be in “endangered” or “critical” status, in any such case, which might
 reasonably be expected to result in a liability of the Company in an amount
 in excess of $5,000,000. 

 
	
  

 	
  

 
	
  

 	
           (m) The
 Company is not, and immediately after the application by the Company of the
 proceeds of each Advance will not be, an “investment company” within the
 meaning of the Investment Company Act of 1940, as amended. 

 
	
  

 	
  

 
	
  

 	
           (n) To
 the best of the Company’s knowledge, the operations and properties of the
 Company and its Subsidiaries taken as a whole comply in all material respects
 with all Environmental Laws, all necessary Environmental Permits have been
 applied for or have been obtained and are in effect for the operations and
 properties of the Company and its Subsidiaries and the Company and its
 Subsidiaries are in compliance in all material respects with all such
 Environmental Permits. To the best of the Company’s knowledge no
 circumstances exist that would be reasonably likely to form the basis of an
 Environmental Action against the Company or any of its Subsidiaries or any of
 their properties that could have a Material Adverse Effect. 

 
	
  

 	
  

 
	
 ARTICLE V

 
	
  

 	
  

 
	
 COVENANTS OF THE COMPANY

 
	
  

 	
  

 
	
                     SECTION
 5.01. Affirmative Covenants. So long as any Advance shall remain
 unpaid or any Lender shall have any Commitment hereunder, the Company will: 

 
	
  

 	
  

 
	
  

 	
           (a) Compliance
 with Laws, Etc. Comply, and cause each Designated Subsidiary to comply
 with all applicable laws, rules, regulations and orders, such compliance to
 include, without limitation, compliance with ERISA and Environmental 

 


66









	
  

 	
  

 
	
  

 	
 Laws as provided in Section 5.01(j), if failure to comply with such
 requirements would have a Material Adverse Effect. 

 
	
  

 	
  

 
	
  

 	
           (b) Payment
of Taxes, Etc. Pay and discharge, and cause each Designated Subsidiary to
pay and discharge, all taxes, assessments and governmental charges or levies
imposed upon it or on its income or profits or upon any of its property;
provided, however, that neither the Company nor any of its Subsidiaries shall
be required to pay or discharge any such tax, assessment, charge or claim
that is being contested in good faith and by proper proceedings and as to
which appropriate reserves are being maintained.  

 
	
  

 	
  

 
	
  

 	
           (c) Maintenance
 of Insurance. Maintain, and cause each Designated Subsidiary to maintain,
 insurance with responsible and reputable insurance companies or associations
 in such amounts and covering such risks as is usually carried by companies
 engaged in similar businesses and owning similar properties in the same
 general areas in which the Company or such Subsidiary operates. 

 
	
  

 	
  

 
	
  

 	
           (d) Preservation
of Corporate Existence, Etc. Preserve and maintain, and cause each
Designated Subsidiary to preserve and maintain, its corporate existence and
all its material rights (charter and statutory) privileges and franchises;
provided, however, that the Company and each Designated Subsidiary may
consummate any merger, consolidation or sale of assets permitted under
Section 5.02(b).  

 
	
  

 	
  

 
	
  

 	
           (e) Visitation
 Rights. At any reasonable time and from time to time upon reasonable
 notice but not more than once a year unless an Event of Default has occurred
 and is continuing, permit the Agent or any of the Lenders or any agents or
 representatives thereof, to examine and make copies of and abstracts from the
 records and books of account of, and visit the properties of, the Company and
 any Designated Subsidiary, and to discuss the affairs, finances and accounts
 of the Company and any Designated Subsidiary with any of their officers or
 directors and with their independent certified public accountants.

 
	
  

 	
  

 
	
  

 	
           (f) Keeping
 of Books. Keep, and cause each Designated Subsidiary to keep, proper
 books of record and account, in which full and correct entries shall be made
 of all financial transactions and the assets and business of the Company and
 each Designated Subsidiary in accordance with generally accepted accounting
 principles in effect from time to time. 

 
	
  

 	
  

 
	
  

 	
           (g) Maintenance
of Properties, Etc. Maintain and preserve, and cause each Designated
Subsidiary to maintain and preserve, all of its properties that are used or
useful in the conduct of its business in good working order and condition,
ordinary wear and tear excepted; provided, however, that neither the Company
nor any of its Designated Subsidiaries shall be required to maintain or
preserve any property if the failure to maintain or preserve such property
shall not have a Material Adverse Effect.  

 
	
  

 	
  

 
	
  

 	
           (h) Reporting
 Requirements. Furnish to the Agent (with a copy for each Lender) and the
 Agent shall promptly forward the same to the Lenders: 

 


67









	
  

 	
  

 
	
  

 	
           (i) as
 soon as available and in any event within 60 days after the end of each of
 the first three quarters of each fiscal year of the Company, a Consolidated
 balance sheet of the Company and its Consolidated Subsidiaries as of the end
 of such quarter and a Consolidated statement of income and cash flows of the
 Company and its Consolidated Subsidiaries for the period commencing at the
 end of the previous fiscal year and ending with the end of such quarter,
 setting forth in each case in comparative form the corresponding figures as
 of the corresponding date and for the corresponding period of the preceding
 fiscal year, all in reasonable detail and certified by the principal
 financial officer, principal accounting officer, the Vice-President and
 Treasurer or an Assistant Treasurer of the Company, subject, however, to
 year-end auditing adjustments, which certificate shall include a statement
 that such officer has no knowledge, except as specifically stated, of any
 condition, event or act which constitutes a Default; 

 
	
  

 	
  

 
	
  

 	
           (ii) as
 soon as available and in any event within 120 days after the end of each fiscal
 year of the Company, a Consolidated balance sheet of the Company and its
 Consolidated Subsidiaries as of the end of such fiscal year and the related
 Consolidated statements of income and cash flows of the Company and its
 Consolidated Subsidiaries for such fiscal year setting forth in each case in
 comparative form the corresponding figures as of the close of and for the
 preceding fiscal year, all in reasonable detail and accompanied by an opinion
 of independent public accountants of nationally recognized standing, as to
 said financial statements and a certificate of the principal financial
 officer, principal accounting officer, the Vice-President and Treasurer or an
 Assistant Treasurer of the Company stating that such officer has no
 knowledge, except as specifically stated, of any condition, event or act
 which constitutes a Default; 

 
	
  

 	
  

 
	
  

 	
           (iii)
 copies of the Forms 8-K and 10-K reports (or similar reports) which the
 Company is required to file with the Securities and Exchange Commission of
 the United States of America (the “SEC”), promptly after the filing thereof; 

 
	
  

 	
  

 
	
  

 	
           (iv)
 copies of each annual report, quarterly report, special report or proxy
 statement mailed to substantially all of the stockholders of the Company,
 promptly after the mailing thereof to the stockholders; 

 
	
  

 	
  

 
	
  

 	
           (v)
 promptly and in any event within three Business Days, notice of the
 occurrence of any Default of which the principal financial officer, principal
 accounting officer, the Vice-President and Treasurer or an Assistant
 Treasurer of the Company shall have knowledge; 

 
	
  

 	
  

 
	
  

 	
           (vi) as
 soon as available and in any event within 15 Business Days after the Company
 or any of its ERISA Affiliates knows or has reason to know that any ERISA
 Event involving liability of at least $150,000,000 has occurred, a statement
 of a senior officer of the Company with responsibility for compliance with
 the requirements of ERISA describing such ERISA Event and the action, if any,
 which the Company or such ERISA Affiliate proposes to take with respect
 thereto; 

 


68









	
  

 	
  

 
	
  

 	
           (vii) at
 the request of any Lender, promptly after the filing thereof with the
 Internal Revenue Service, copies of Schedule SB (Actuarial Information) to
 each annual report (Form 5500 series) filed by the Company or any of its
 ERISA Affiliates with respect to each Plan; 

 
	
  

 	
  

 
	
  

 	
           (viii)
 promptly after receipt thereof by the Company or any of its ERISA Affiliates,
 copies of each notice from the PBGC stating its intention to terminate any
 Plan or to have a trustee appointed to administer any Plan; 

 
	
  

 	
  

 
	
  

 	
           (ix)
 promptly after such request, such other documents and information relating to
 any Plan as any Lender may reasonably request from time to time; 

 
	
  

 	
  

 
	
  

 	
           (x)
 promptly and in any event within 15 Business Days after receipt thereof by
 the Company or any of its ERISA Affiliates from the sponsor of a
 Multiemployer Plan, copies of each notice concerning (A) (x) the imposition
 of Withdrawal Liability in an amount in excess of $5,000,000 with respect to
 any one Multiemployer Plan or in an aggregate amount in excess of $25,000,000
 with respect to all such Multiemployer Plans within any one calendar year or
 (y) the reorganization or termination, within the meaning of Title IV of
 ERISA, of any Multiemployer Plan that has resulted or might reasonably be
 expected to result in Withdrawal Liability in an amount in excess of
 $5,000,000 or of all such Multiemployer Plans that has resulted or might
 reasonably be expected to result in Withdrawal Liability in an aggregate
 amount in excess of $25,000,000 within any one calendar year and (B) the
 amount of liability incurred, or that may be incurred, by the Company or any
 of its ERISA Affiliates in connection with any event described in such
 subclause (x) or (y); 

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (xii)
 from time to time such further information respecting the financial condition
 and operations of the Company and its Subsidiaries as any Lender may from
 time to time reasonably request. 

 
	
  

 	
  

 
	
                     Documents
 required to be delivered pursuant to this Section 5.01(h) (to the extent any
 such documents are included in materials otherwise 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 Company posts such documents, or
 provides a link thereto, on the Company’s website on the Internet or at
 www.sec.gov, (ii) on which such documents are posted on the Company’s behalf
 on an Internet or intranet website, if any, to which each Lender and the
 Agent have access (whether a commercial, third-party website or whether
 sponsored by the Agent) or (iii) on which such documents are filed with the
 SEC on EDGAR; provided, that, in each case, the Company shall
 promptly notify the Agent (by facsimile or electronic mail) of the posting or
 filing of any such documents. 

 


69








	
  

 	
  

 
	
  

 	
           (i) Authorizations.
 Obtain, and cause each Designated Subsidiary to obtain, at any time and from
 time to time all authorizations, licenses, consents or approvals (including
 exchange control approvals) as shall now or hereafter be necessary or
 desirable under applicable law or regulations in connection with its making
 and performance of this Agreement and, upon the request of any Lender,
 promptly furnish to such Lender copies thereof. 

 
	
  

 	
  

 
	
  

 	
           (j) Compliance
 with Environmental Laws. Comply, and cause each of its Subsidiaries and
 all lessees and other Persons operating or occupying its properties to
 comply, in all material respects, with all applicable Environmental Laws and
 Environmental Permits; obtain and renew and cause each of its Subsidiaries to
 obtain and renew all Environmental Permits necessary for its operations and
 properties; and conduct, and cause each of its Subsidiaries to conduct, any
 investigation, study, sampling and testing, and undertake any cleanup,
 removal, remedial or other action necessary to remove and clean up all
 Hazardous Materials from any of its properties, in accordance with the
 requirements of all Environmental Laws; provided, however, that
 neither the Company nor any of its Subsidiaries shall be required to undertake
 any such cleanup, removal, remedial or other action to the extent that its
 obligation to do so is being contested in good faith and by proper
 proceedings and appropriate reserves are being maintained with respect to
 such circumstances. 

 
	
  

 	
  

 
	
  

 	
           (k) Change
 of Control. If a Change of Control shall occur, within ten calendar days
 after the occurrence thereof, provide the Agent with notice thereof,
 describing therein in reasonable detail the facts and circumstances giving
 rise to such Change of Control. 

 



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


	
  

 	
  

 
	
  

 	
           (a) Liens,
 Etc. Issue, assume or guarantee, or permit any of its Subsidiaries owning
 Restricted Property to issue, assume or guarantee, any Debt secured by Liens
 on or with respect to any Restricted Property without effectively providing
 that its obligations to the Lenders under this Agreement and any of the Notes
 shall be secured equally and ratably with such Debt so long as such Debt
 shall be so secured, except that the foregoing shall not apply to:

 






	
  

 	
  

 
	
  

 	
           (i) Liens
 affecting property of the Company or any of its Subsidiaries existing on the
 Restatement Date or of any Person existing at the time it becomes a
 Subsidiary of the Company or at the time it is merged into or consolidated
 with the Company or a Subsidiary of the Company; 

 
	
  

 	
  

 
	
  

 	
           (ii)
 Liens on property of the Company or its Subsidiaries existing at the time of
 acquisition thereof or incurred to secure the payment of all or part of the
 purchase price thereof or to secure Debt incurred prior to, at the time of or
 within 24 months after acquisition thereof for the purpose of financing all
 or part of the purchase price thereof; 

 



70









	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (iii)
 Liens on property of the Company or its Subsidiaries (in the case of property
 that is, in the opinion of the Board of Directors of the Company,
 substantially unimproved for the use intended by the Company) to secure all
 or part of the cost of improvement thereof, or to secure Debt incurred to
 provide funds for any such purpose; 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (iv)
 Liens which secure only Debt owing by a Subsidiary of the Company to the
 Company or to another Subsidiary of the Company; 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (v) Liens
 in favor of the United States of America, any State, any foreign country, or
 any department, agency, instrumentality, or political subdivisions of any
 such jurisdiction, to secure partial, progress, advance or other payments
 pursuant to any contract or statute or to secure any Debt incurred for the
 purpose of financing all or any part of the purchase price or cost of
 constructing or improving the property subject thereto, including, without
 limitation, Liens to secure Debt of the pollution control or industrial
 revenue bond type; or 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (vi) any
 extension, renewal or replacement (or successive extensions, renewals or
 replacements), in whole or in part, of any Lien referred to in the foregoing
 clauses (i) to (v) inclusive of any Debt secured thereby, provided
 that the principal amount of Debt secured thereby shall not exceed the
 principal amount of Debt so secured at the time of such extension, renewal or
 replacement, and that such extension, renewal or replacement Lien shall be
 limited to all or part of the property which secured the Lien extended,
 renewed or replaced (plus improvements on such property); 

 
	
  

 	
  

 	
  

 
	
  

 	
 provided, however, that, the Company
 and any one or more Subsidiaries owning Restricted Property may issue, assume
 or guarantee Debt secured by Liens which would otherwise be subject to the
 foregoing restrictions in an aggregate principal amount which, together with
 the aggregate outstanding principal amount of all other Debt of the Company
 and its Subsidiaries owning Restricted Property that would otherwise be
 subject to the foregoing restrictions (not including Debt permitted to be
 secured under clause (i) through (vi) above) and the aggregate value of the
 Sale and Leaseback Transactions in existence at such time, does not at any
 one time exceed 10% of the Net Tangible Assets of the Company and its
 Consolidated Subsidiaries; and provided further that the following
 type of transaction, among others, shall not be deemed to create Debt secured
 by Liens: Liens required by any contract or statute in order to permit the
 Company or any of its Subsidiaries to perform any contract or subcontract
 made by it with or at the request of the United States of America, any
 foreign country or any department, agency or instrumentality of any of the
 foregoing jurisdictions.

 
	
  

 	
  

 	
  

 
	
  

 	
           (b) Mergers,
 Etc. Merge or consolidate with or into, or convey, transfer, lease or
 otherwise dispose of (whether in one transaction or in a series of
 transactions) all or substantially all of its assets (whether now owned or
 hereafter acquired) to, any Person; provided, however, that the
 Company may merge or consolidate with any other Person so long as the Company
 is the surviving corporation and so long as no Default shall have

 



71









	
  

 	
  

 
	
  

 	
 occurred and be continuing at the time of such proposed transaction
 or would result therefrom.

 



ARTICLE VI


EVENTS OF DEFAULT


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


	
  

 	
  

 
	
  

 	
           (a) Any
 Borrower shall fail to pay: (i) any principal of any Revolving Credit Advance
 or Competitive Bid Advance when the same becomes due and payable; (ii) any
 principal of any Swing Line Advance within three Business Days after the same
 becomes due and payable, (iii) any commitment fees or any interest on any
 Advance payable under this Agreement or any Note within three Business Days
 after the same becomes due and payable; or (iv) any other fees or other
 amounts payable under this Agreement or any Notes within 30 days after the
 same becomes due and payable other than those fees and amounts the
 liabilities for which are being contested in good faith by such Borrower and
 which have been placed in Escrow by such Borrower; or 

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (c) The
 Company shall repudiate its obligations under, or shall default in the due
 performance or observance of, any term, covenant or agreement contained in
 Article VII of this Agreement; or 

 
	
  

 	
  

 
	
  

 	
           (d) (i)
 The Company shall fail to perform or observe Section 5.01(h)(v), (ii) the
 Company shall fail to perform or observe any other term, covenant or
 agreement contained in Section 5.02(a) and such failure shall remain
 unremedied for a period of 30 days after any Lender shall have given notice
 thereof to the Company (through the Agent), or (iii) the Company or any other
 Borrower shall fail to perform or to observe any other term, covenant or
 agreement contained in this Agreement on its part to be performed or observed
 and such failure shall remain unremedied for a period of 30 days after any
 Lender shall have given notice thereof to the relevant Borrower or, in the
 case of the Company, any of the principal financial officer, the principal
 accounting officer, the Vice-President and Treasurer or an Assistant
 Treasurer of the Company, and in the case of any other Borrower, a
 responsible officer of such Borrower, first has knowledge of such failure; or
 

 
	
  

 	
  

 
	
  

 	
           (e) (i)
 The Company or any of its Consolidated or Designated Subsidiaries shall fail
 to pay any principal of or premium or interest on any Debt (other than Debt
 owed to the Company or its Subsidiaries or Affiliates) that is outstanding in
 a principal amount of at least $150,000,000 in the aggregate (but excluding
 Debt outstanding hereunder and Debt owed by such party to any bank, financial
 institution or other institutional lender to the 

 



72









	
  

 	
  

 
	
  

 	
 extent the Company or any Subsidiary has deposits with such bank,
 financial institution or other institutional lender sufficient to repay such
 Debt) of the Company or such Subsidiary (as the case may be), when the same
 becomes due and payable (whether by scheduled maturity, required prepayment,
 acceleration, demand or otherwise), and such failure shall continue after the
 applicable grace period, if any, specified in the agreement or instrument
 relating to such Debt, or (ii) any other event shall occur or condition shall
 exist under any agreement or instrument relating to any such Debt and shall
 continue after the applicable grace period, if any, specified in such
 agreement or instrument, if the effect of such event or condition is to
 accelerate, or to permit the acceleration of, the maturity of such Debt, or
 (iii) any such Debt shall be declared to be due and payable, or required to
 be prepaid or redeemed (other than by a regularly scheduled required
 prepayment or redemption), purchased or defeased, or an offer to prepay,
 redeem, purchase or defease such Debt shall be required to be made, in each
 case prior to the stated maturity thereof; provided, however,
 that, for purposes of this Section 6.0l(e), in the case of (x) Debt of any
 Person (other than the Company or one of its Consolidated Subsidiaries) which
 the Company has guaranteed and (y) Debt of Persons (other than the Company or
 one of its Consolidated Subsidiaries) the payment of which is secured by a
 Lien on property of the Company or such Subsidiary, such Debt shall be deemed
 to have not been paid when due or to have been declared to be due and payable
 only when the Company or such Subsidiary, as the case may be, shall have
 failed to pay when due any amount which it shall be obligated to pay with
 respect to such Debt; provided further, however, that
 any event or occurrence described in this subsection (e) shall not be an
 Event of Default if (A) such event or occurrence relates to the Debt of any
 Subsidiary of the Company located in China, India, the Commonwealth of
 Independent States or Turkey (collectively, the “Exempt Countries”),
 (B) such Debt is not guaranteed or supported in any legally enforceable
 manner by any Borrower or by any Subsidiary or Affiliate of the Company
 located outside the Exempt Countries, (C) such event or occurrence is due to
 the direct or indirect action of any government entity or agency in any
 Exempt Country and (D) as of the last day of the calendar quarter immediately
 preceding such event or occurrence, the book value of the assets of such
 Subsidiary does not exceed $150,000,000 and the aggregate book value of the
 assets of all Subsidiaries of the Company located in Exempt Countries the
 Debt of which would cause an Event of Default to occur but for the effect of
 this proviso does not exceed $500,000,000; or

 
	
  

 	
  

 
	
  

 	
           (f) The
 Company or any of its Designated or Consolidated Subsidiaries shall generally
 not pay its debts as such debts become due, or shall admit in writing its
 inability to pay its debts generally, or shall make a general assignment for
 the benefit of creditors; or any proceeding shall be instituted by or against
 the Company or any such Subsidiaries seeking to adjudicate it a bankrupt or
 insolvent, or seeking liquidation, winding up, reorganization, arrangement,
 adjustment, protection, relief, or composition of it or its debts under any
 law relating to bankruptcy, insolvency or reorganization or relief of
 debtors, or seeking the entry of an order for relief or the appointment of a
 receiver, trustee, custodian or other similar official for it or for any
 substantial part of its property and, in the case of any such proceeding
 instituted against it (but not instituted by it), either such proceeding
 shall remain undismissed or unstayed for a period of 30 days, or any of the
 actions sought in such proceeding (including, without limitation, the entry
 of an order for relief against, or the appointment of a receiver, trustee,
 custodian or other similar official for, it or for any

 



73









	
  

 	
  

 
	
  

 	
 substantial part of its property) shall occur; or the Company or any
 such Subsidiaries shall take any corporate action to authorize any of the
 actions set forth above in this subsection (f); provided, however, that any
 event or occurrence described in this subsection (f) shall not be an Event of
 Default if (A) such event or occurrence relates to any Subsidiary of the
 Company located in an Exempt Country, (B) the Debt of such Subsidiary is not
 guaranteed or supported in any legally enforceable manner by any Borrower or
 by any Subsidiary or Affiliate of the Company located outside the Exempt
 Countries, (C) such event or occurrence is due to the direct or indirect
 action of any government entity or agency in any Exempt Country and (D) as of
 the last day of the calendar quarter immediately preceding such event or
 occurrence, the book value of the assets of such Subsidiary does not exceed
 $150,000,000 and the aggregate book value of the assets of all Subsidiaries
 of the Company located in Exempt Countries with respect to which the
 happening of the events or occurrences described in this subsection (f) would
 cause an Event of Default to occur but for the effect of this proviso does
 not exceed $500,000,000; or

 
	
  

 	
  

 
	
  

 	
           (g) Any
 judgment or order for the payment of money in excess of $150,000,000 shall be
 rendered against the Company or any of its Subsidiaries and enforcement
 proceedings shall have been commenced by any creditor upon such judgment or
 order and there shall be any period of 10 consecutive days during which a
 stay of enforcement of such judgment or order, by reason of a pending appeal
 or otherwise, shall not be in effect; provided, however, that
 any such judgment or order shall not be an Event of Default under this
 Section 6.01(g) if (A) such judgment or order is rendered against any
 Subsidiary of the Company located in an Exempt Country, (B) the Debt of such
 Subsidiary is not guaranteed or supported in any legally enforceable manner
 by any Borrower or by any Subsidiary or Affiliate of the Company located
 outside the Exempt Countries, (C) such judgment or order is due to the direct
 or indirect action of any government entity or agency in any Exempt Country
 and (D) as of the last day of the calendar quarter immediately preceding the
 tenth consecutive day of the stay period referred to above, the book value of
 the assets of such Subsidiary does not exceed $150,000,000 and the aggregate
 book value of the assets of all Subsidiaries of the Company located in Exempt
 Countries the judgments and orders against which would cause an Event of
 Default to occur but for the effect of this proviso does not exceed
 $500,000,000; or

 
	
  

 	
  

 
	
  

 	
           (h) Any
 non-monetary judgment or order shall be rendered against the Company or any
 of its Subsidiaries that is reasonably likely to have a Material Adverse
 Effect, and enforcement proceedings shall have been commenced by any Person
 upon such judgment or order and there shall be any period of 10 consecutive
 days during which a stay of enforcement of such judgment or order, by reason
 of a pending appeal or otherwise, shall not be in effect; or

 
	
  

 	
  

 
	
  

 	
           (i) Any
 license, consent, authorization or approval (including exchange control
 approvals) now or hereafter necessary to enable the Company or any Designated
 Subsidiary to comply with its obligations herein or under any Notes of such
 Borrower shall be modified, revoked, withdrawn, withheld or suspended; or

 



74









	
  

 	
  

 
	
  

 	
           (j) (i)
 Any ERISA Event shall have occurred with respect to a Plan of any Borrower or
 any of its ERISA Affiliates and the sum (determined as of the date of
 occurrence of such ERISA Event) of the Insufficiency of such Plan and the
 Insufficiency of any and all other Plans of the Borrowers and their ERISA
 Affiliates with respect to which an ERISA Event shall have occurred and then
 exist (or the liability of the Borrowers and their ERISA Affiliates related
 to such ERISA Event) exceeds $150,000,000; or (ii) any Borrower or any of its
 ERISA Affiliates shall be in default, as defined in Section 4219(c)(5) of
 ERISA, with respect to any payment of Withdrawal Liability and the sum of the
 outstanding balance of such Withdrawal Liability and the outstanding balance
 of any other Withdrawal Liability that any Borrower or any of its ERISA
 Affiliates has incurred exceeds 6% of Net Tangible Assets of the Company and
 its Consolidated Subsidiaries; or (iii) any Borrower or any of its ERISA
 Affiliates shall have been notified by the sponsor of a Multiemployer Plan of
 such Borrower or any of its ERISA Affiliates that such Multiemployer Plan is
 in reorganization, insolvent or is being terminated, within the meaning of
 Title IV of ERISA, or has been determined to be in endangered or critical
 status and as a result of such reorganization, insolvency, termination or
 determination the aggregate annual contributions of the Borrowers and their
 ERISA Affiliates to all Multiemployer Plans that are then in reorganization,
 insolvency, being terminated or so determined have been or will be increased
 over the amounts contributed to such Multiemployer Plans for the plan years
 of such Multiemployer Plans immediately preceding the plan year in which such
 event occurs by an amount exceeding $150,000,000;

 



then, and (i) in any such event (except with
respect to Competitive Bid Advances as provided in clause (ii) below), the
Agent (A) shall at the request, or may with the consent, of the Majority
Lenders, by notice to the Company, declare the obligation of each Lender to
make Advances (other than Advances by an Issuing Bank or a Lender pursuant to
Section 2.04(c)) and of the Issuing Banks to issue Letters of Credit to be
terminated, whereupon the same shall forthwith terminate, and (B) shall at the
request, or may with the consent, of the Majority Lenders, by notice to the
Company, declare the Advances, all interest thereon and all other amounts
payable under this Agreement to be forthwith due and payable, whereupon the
Advances, all such interest and all such amounts shall become and be forthwith
due and payable, without presentment, demand, protest or further notice of any
kind, all of which are hereby expressly waived by the Borrowers and (ii) in the
case of the occurrence of any Event of Default described in clause (i) or (ii)
of Section 6.01(a) with respect to any Competitive Bid Advances, the Agent
shall, at the request, or may with the consent, of the Lenders which have made
or assumed under this Agreement at least 66-2/3% of the aggregate principal
amount (based in respect of Competitive Bid Advances denominated in Foreign
Currencies on the Equivalent in Dollars on the date of such request) of
Competitive Bid Advances then outstanding and to whom such Advances are owed,
by notice to the Company, declare the full unpaid principal of and accrued
interest on all Competitive Bid Advances hereunder and all other obligations of
the Borrowers hereunder with respect to Competitive Bid Advances to be
immediately due and payable, whereupon such Advances and such obligations shall
be immediately due and payable, without presentment, demand, protest or other
further notice of any kind, all of which are hereby expressly waived by the
Borrowers; provided, however, that in the event of an actual or
deemed entry of an order for relief with respect to any Borrower under the
United States Bankruptcy Code of 1978, as amended, (x) the obligation of each
Lender to make Advances (other than Advances by an Issuing Bank or a Lender
pursuant to Section 2.04(c)) and of the Issuing Banks to issue Letters of
Credit shall automatically be 


75





terminated and (y) the Advances, all such interest and all such amounts
shall automatically become and be due and payable, without presentment, demand,
protest or any notice of any kind, all of which are hereby expressly waived by
the Borrowers. 


                    SECTION
6.02. Actions in Respect of the Letters of Credit upon Default. If any
Event of Default shall have occurred and be continuing, the Agent may with the
consent, or shall at the request, of the Majority Lenders, irrespective of
whether it is taking any of the actions described in Section 6.01 or otherwise,
make demand upon the Company to, and forthwith upon such demand the Company
will, (a) pay to the Agent on behalf of the Lenders in same day funds at the
Agent’s office designated in such demand, for deposit in the Cash Deposit
Account, an amount equal to the aggregate Available Amount of all Letters of
Credit then outstanding or (b) make such other reasonable arrangements in
respect of the outstanding Letters of Credit as shall be acceptable to the
Majority Lenders; provided, however, that in the event of an
actual or deemed entry of an order for relief with respect to any Borrower
under the United States Bankruptcy Code of 1978, as amended, the Borrowers
shall immediately pay to the Agent on behalf of the Lenders for deposit in the
Cash Deposit Account, an amount equal to the aggregate Available Amount of all
Letters of Credit then outstanding, without presentment, demand, protest or
notice of any kind, all of which are hereby expressly waived by the Borrowers.
If at any time the Agent reasonably determines that any funds held in the Cash
Deposit Account are subject to any right or interest of any Person other than
the Agent and the Lenders or that the total amount of such funds is less than
the aggregate Available Amount of all Letters of Credit, the Borrowers will,
forthwith upon demand by the Agent, pay to the Agent, as additional funds to be
deposited and held in the Cash Deposit Account, an amount equal to the excess
of (a) such aggregate Available Amount over (b) the total amount of funds, if
any, then held in the Cash Deposit Account that are free and clear of any such
right and interest. Upon the drawing of any Letter of Credit, to the extent
funds are on deposit in the Cash Deposit Account, such funds shall be applied
to reimburse the Issuing Banks to the extent permitted by applicable law, and
if so applied, then such reimbursement shall be deemed a repayment of the
corresponding Advance in respect of such Letter of Credit. After all such
Letters of Credit shall have expired or been fully drawn upon and all other
obligations of the Borrowers hereunder and under the Notes shall have been paid
in full, the balance, if any, in the Cash Deposit Account shall be promptly
returned to the Company. 


ARTICLE VII


GUARANTEE


                    SECTION
7.01. Unconditional Guarantee. For valuable consideration, receipt
whereof is hereby acknowledged, and to induce each Lender to make Advances to
the Designated Subsidiaries and to induce the Agent to act hereunder, the
Company hereby unconditionally and irrevocably guarantees to each Lender and
the Agent that: 


	
  

 	
  

 
	
  

 	
           (a) the
 principal of and interest on each Advance to each Designated Subsidiary shall
 be promptly paid in full when due (whether at stated maturity, by
 acceleration or otherwise) in accordance with the terms hereof, and, in case
 of any extension of time of payment, in whole or in part, of such Advance,
 that all such sums shall be promptly paid when due (whether at stated
 maturity, by acceleration or otherwise) in accordance with the terms of such
 extension; and 

 



76









	
  

 	
  

 
	
  

 	
           (b) all
 other amounts payable hereunder by any Designated Subsidiary to any Lender or
 the Agent or the Sub-Agent, as the case may be, shall be promptly paid in
 full when due in accordance with the terms hereof (the obligations of the
 Designated Subsidiaries under these subsections (a) and (b) of this Section
 7.01 being the “Obligations”).

 



In addition, the Company hereby unconditionally and irrevocably agrees
that upon default in the payment when due (whether at stated maturity, by
acceleration or otherwise) of any principal of, or interest on, any Advance to
any Designated Subsidiary or such other amounts payable by any Designated
Subsidiary to any Lender or the Agent, the Company will forthwith pay the same,
without further notice or demand. 


                    SECTION
7.02. Guarantee Absolute. The Company guarantees that the Obligations
will be paid strictly in accordance with the terms of this Agreement,
regardless of any law, regulation or order now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of any Lender or the
Agent with respect thereto. The liability of the Company under this guarantee
shall be absolute and unconditional irrespective of: 


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (b) any
 change in the time, manner or place of payment of, or in any other term of,
 all or any of the Obligations, or any other amendment or waiver of or any
 consent to departure from this Agreement; 

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (d) any
 other circumstance which might otherwise constitute a defense available to,
 or a discharge of, the Company, any Borrower or a guarantor. 

 



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


                    SECTION
7.03. Waivers. The Company hereby expressly waives diligence,
presentment, demand for payment, protest, any requirement that any right or
power be exhausted or any action be taken against any Designated Subsidiary or
against any other guarantor of all or any portion of the Advances, and all
other notices and demands whatsoever. 


                    SECTION
7.04. Remedies. Each of the Lenders and the Agent may pursue its
respective rights and remedies under this Article VII and shall be entitled to
payment hereunder notwithstanding any other guarantee of all or any part of the
Advances to the Designated Subsidiaries, and notwithstanding any action taken
by any such Lender or the Agent to enforce any of its rights or remedies under
such other guarantee, or any payment received thereunder. The Company hereby
irrevocably waives any claim or other right that it may now or hereafter
acquire 


77





against any Designated Subsidiary that arises from the existence,
payment, performance or enforcement of the Company’s obligations under this
Article VII, including, without limitation, any right of subrogation,
reimbursement, exoneration, contribution or indemnification and any right to
participate in any claim or remedy of the Agent or the Lenders against any
Designated Subsidiary, whether or not such claim, remedy or right arises in
equity or under contract, statute or common law, including, without limitation,
the right to take or receive from the Designated Subsidiary, directly or
indirectly, in cash or other property or by set-off or in any other manner,
payment or security on account of such claim, remedy or right. If any amount
shall be paid to the Company in violation of the preceding sentence at any time
when all the Obligations shall not have been paid in full, such amount shall be
held in trust for the benefit of the Lenders and the Agent and shall forthwith
be paid to the Agent for its own account and the accounts of the respective
Lenders to be credited and applied to the Obligations, whether matured or unmatured,
in accordance with the terms of this Agreement, or to be held as collateral for
any Obligations or other amounts payable under this Agreement thereafter
arising. The Company acknowledges that it will receive direct and indirect
benefits from the financing arrangements contemplated by this Agreement and
that the waiver set forth in this section is knowingly made in contemplation of
such benefits. 


                    SECTION
7.05. No Stay. The Company agrees that, as between (a) the Company and
(b) the Lenders and the Agent, the Obligations of any Designated Subsidiary
guaranteed by the Company hereunder may be declared to be forthwith due and
payable as provided in Article VI hereof for purposes of this Article VII by
declaration to the Company as guarantor notwithstanding any stay, injunction or
other prohibition preventing such declaration as against such Designated
Subsidiary and that, in the event of such declaration to the Company as
guarantor, such Obligations (whether or not due and payable by such Designated
Subsidiary), shall forthwith become due and payable by the Company for purposes
of this Article VII. 


                    SECTION
7.06. Survival. This guarantee is a continuing guarantee and shall (a)
remain in full force and effect until payment in full (after the Termination
Date) of the Obligations and all other amounts payable under this guaranty, (b)
be binding upon the Company, its successors and assigns, (c) inure to the
benefit of and be enforceable by each Lender (including each assignee Lender
pursuant to Section 9.06) and the Agent and their respective successors,
transferees and assigns and (d) shall be reinstated if at any time any payment
to a Lender or the Agent hereunder is required to be restored by such Lender or
the Agent. Without limiting the generality of the foregoing clause (c) but
subject to Section 9.06, each Lender may assign or otherwise transfer its
interest in any Advance to any other person or entity, and such other person or
entity shall thereupon become vested with all the rights in respect thereof
granted to such Lender herein or otherwise. 


ARTICLE VIII


THE AGENT


                    SECTION
8.01. Authorization and Authority. Each Lender hereby irrevocably
appoints Citibank to act on its behalf as the Agent hereunder and authorizes
the Agent to take such actions on its behalf and to exercise such powers as are
delegated to the Agent by the terms hereof, together with such actions and
powers as are reasonably incidental thereto. The provisions of this Article are
solely for the benefit of the Agent and the Lenders, and except as set forth in
Section 


78





8.07, no Borrower shall have rights as a third party beneficiary of any
of such provisions. It is understood and agreed that the use of the term
“agent” herein or in any Note (or any other similar term) with reference to the
Agent is not intended to connote any fiduciary or other implied (or express)
obligations arising under agency doctrine of any applicable law. Instead such
term is used as a matter of market custom, and is intended to create or reflect
only an administrative relationship between contracting parties. 


                    SECTION
8.02. Rights as a Lender. The Person serving as the Agent hereunder
shall have the same rights and powers in its capacity as a Lender as any other
Lender and may exercise the same as though it were not the Agent, and the term
“Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the
context otherwise requires, include the Person serving as the Agent hereunder
in its individual capacity. Such Person and its Affiliates may accept deposits
from, lend money to, own securities of, act as the financial advisor or in any
other advisory capacity for and generally engage in any kind of business with
the Borrowers or any Affiliate thereof as if such Person were not the Agent
hereunder and without any duty to account therefor to the Lenders. 


                    SECTION
8.03. Duties of Agent; Exculpatory Provisions. (a) The Agent’s duties
hereunder are solely ministerial and administrative in nature and the Agent
shall not have any duties or obligations except those expressly set forth
herein. Without limiting the generality of the foregoing, the Agent: 


	
  

 	
  

 
	
  

 	
                     (i)
 shall not be subject to any fiduciary or other implied duties, regardless of
 whether a Default has occurred and is continuing; 

 
	
  

 	
  

 
	
  

 	
                     (ii)
 shall not have any duty to take any discretionary action or exercise any
 discretionary powers, except discretionary rights and powers expressly
 contemplated hereby that the Agent is required to exercise as directed in
 writing by the Majority Lenders (or such other number or percentage of the
 Lenders as shall be expressly provided for herein); provided that the Agent
 shall not be required to take any action that, in its opinion or the opinion
 of its counsel, may expose the Agent to liability or that is contrary to this
 Agreement or applicable law, including for the avoidance of doubt any action
 that may be in violation of the automatic stay under any debtor relief law or
 that may effect a forfeiture, modification or termination of property of a
 Defaulting Lender in violation of any debtor relief law; and 

 
	
  

 	
  

 
	
  

 	
                     (iii)
 shall not, except as expressly set forth herein, have any duty to disclose,
 and shall not be liable for the failure to disclose, any information relating
 to the Company or any of its Affiliates that is communicated to or obtained
 by the Agent or any of its Affiliates in any capacity.

 



                    (b)
The Agent shall not be liable for any action taken or not taken by it (i) with
the consent or at the request of the Majority Lenders (or such other number or
percentage of the Lenders as shall be necessary, or as the Agent shall believe
in good faith shall be necessary, under the circumstances as provided in
Section 9.01 or Section 6.01) or (ii) in the absence of its own gross
negligence or willful misconduct. The Agent shall be deemed not to have
knowledge of any Default or the event or events that give or may give rise to
any Default unless and until the


79





Company or any Lender shall have given notice to the Agent describing
such Default and such event or events. 


                    (c)
The Agent shall not be responsible for or have any duty to ascertain or inquire
into (i) any statement, warranty, representation or other information made or
supplied in or in connection with this Agreement, (ii) the contents of any
certificate, report or other document delivered hereunder or in connection
herewith or the adequacy, accuracy and/or completeness of the information
contained therein, (iii) the performance or observance of any of the covenants,
agreements or other terms or conditions set forth herein or the occurrence of
any Default, (iv) the validity, enforceability, effectiveness or genuineness of
this Agreement or any other agreement, instrument or document or the perfection
or priority of any Lien or security interest created or purported to be created
hereby or (v) the satisfaction of any condition set forth in Article III or
elsewhere herein, other than (but subject to the foregoing clause (ii)) to
confirm receipt of items expressly required to be delivered to the Agent. 


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


                    SECTION
8.04. Reliance by Agent. The Agent shall be entitled to rely upon, and
shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing
(including any electronic message, Internet or intranet website posting or
other distribution) believed by it to be genuine and to have been signed, sent
or otherwise authenticated by the proper Person. The Agent also may rely upon
any statement made to it orally or by telephone and believed by it to have been
made by the proper Person, and shall not incur any liability for relying
thereon. In determining compliance with any condition hereunder to the making
of an Advance, or the issuance of a Letter of Credit, that by its terms must be
fulfilled to the satisfaction of a Lender, the Agent may presume that such
condition is satisfactory to such Lender unless an officer of the Agent
responsible for the transactions contemplated hereby shall have received notice
to the contrary from such Lender prior to the making of such Advance or the
issuance of such Letter of Credit, and in the case of a Borrowing, such Lender
shall not have made available to the Agent such Lender’s ratable portion of
such Borrowing. The Agent may consult with legal counsel (who may be counsel
for the Company), independent accountants and other experts selected by it, and
shall not be liable for any action taken or not taken by it in accordance with
the advice of any such counsel, accountants or experts. 


                    SECTION
8.05. Indemnification. (a) Each Lender severally agrees to indemnify the
Agent (to the extent not reimbursed by a Borrower), from and against such
Lender’s Ratable Share of any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever that may be imposed on, incurred by, or
asserted against the Agent, in its capacity as such, in any way relating to or
arising out of this Agreement or any action taken or omitted by the Agent, in
its capacity as such, under this Agreement, provided that no Lender
shall be liable for any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from the Agent’s gross negligence or willful misconduct. Without
limitation of the 


80





foregoing, each Lender agrees to reimburse the Agent promptly upon
demand for its Ratable Share of any out-of-pocket expenses (including counsel
fees) incurred by the 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 Agreement, to the extent that
the Agent is not reimbursed for such expenses by a Borrower. 


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


                    (c)
The Lenders severally agree to indemnify the Swing Line Agent (to the extent
not reimbursed by the Borrowers), from and against such Lender’s ratable share
(determined according to their respective Revolving Credit Commitments at such
time) of any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever that may be imposed on, incurred by, or asserted against the
Swing Line Agent, in its capacity as such, in any way relating to or arising
out of this Agreement or any action taken or omitted by the Swing Line Agent
under this Agreement, provided that no Lender shall be liable for any portion
of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting from the Swing
Line Agent’s gross negligence or willful misconduct. Without limitation of the
foregoing, each Lender agrees to reimburse the Swing Line Agent promptly upon
demand for its ratable share of any out-of-pocket expenses (including counsel
fees) payable by the Borrowers under Section 9.04, to the extent that the Swing
Line Agent is not reimbursed for such expenses by the Borrowers. 


                    (d)
The failure of any Lender to reimburse any Agent or any Issuing Bank promptly
upon demand for its Ratable Share of any amount required to be paid by the
Lenders to the Agents as provided herein shall not relieve any other Lender of
its obligation hereunder to reimburse any Agent or any Issuing Bank for its
Ratable Share of such amount, but no Lender shall be responsible for the
failure of any other Lender to reimburse any Agent or any Issuing Bank for such
other Lender’s Ratable Share of such amount. Without prejudice to the survival
of any other agreement of any Lender hereunder, the agreement and obligations
of each Lender contained in this Section 8.05 shall survive the payment in full
of principal, interest and all other amounts payable hereunder and under the
Notes. Each of the Agents and each Issuing Bank agrees to return to the Lenders
their respective Ratable Shares of any amounts paid under this Section 8.05
that are 


81





subsequently reimbursed by the Company or any Borrower. In the case of
any investigation, litigation or proceeding giving rise to any Indemnified
Costs, this Section 8.05 applies whether any such investigation, litigation or
proceeding is brought by any Agent, any Lender or a third party. 


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


                    SECTION
8.07. Resignation of Agent. (a) The Agent may at any time give notice of
its resignation to the Lenders and the Company. The Company may at any time
after such notice of resignation, by notice to the Agent, propose a successor
Agent (which shall meet the criteria described below) and request that the
Lenders be notified thereof by the Agent with a view to their appointment of
such successor Agent; the Agent agrees to forward any such notice to the Lenders
promptly upon its receipt by the Agent. Upon receipt of any such notice of
resignation, the Majority Lenders shall have the right, in consultation with
the Company, to appoint a successor, which shall be a bank with an office in
the United States, or an Affiliate of any such bank with an office in the
United States having a combined capital and surplus of at least $500,000,000.
If no such successor shall have been so appointed by the Majority Lenders and
shall have accepted such appointment within 30 days after the retiring Agent
gives notice of its resignation (the “Resignation Effective Date”), then
the retiring Agent may (but shall not be obligated to), on behalf of the
Lenders and the Issuing Banks and in consultation with the Company, appoint a
successor Agent meeting the qualifications set forth above. Whether or not a
successor has been appointed, such resignation shall become effective in
accordance with such notice on the Resignation Effective Date. 


                    (b)
If the Person serving as Agent is a Defaulting Lender pursuant to clause (v) of
the definition thereof, the Majority Lenders may, to the extent permitted by
applicable law, by notice in writing to the Company and such Person remove such
Person as Agent and, in consultation with the Company, appoint a successor. If
no such successor shall have been so appointed by the Majority Lenders and
shall have accepted such appointment within 30 days (or such earlier day as
shall be agreed by the Majority Lenders) (the “Removal Effective Date”),
then such removal shall nonetheless become effective in accordance with such
notice on the Removal Effective Date. 


                    (c)
With effect from the Resignation Effective Date or the Removal Effective Date
(as applicable) (i) the retiring Agent shall be discharged from its duties and
obligations as Agent hereunder and (ii) all payments, communications and
determinations provided to be made by, to or through the Agent shall instead be
made by or to each Lender directly, until such time as the Majority Lenders
appoint a successor Agent as provided for above in this paragraph. Upon the
acceptance of a successor’s appointment as Agent hereunder, such successor
shall succeed to and become vested with all of the rights, powers, privileges
and duties as Agent of the retiring (or retired) Agent, and the retiring Agent
shall be discharged from all of its duties and obligations as 


82





Agent hereunder (if not already discharged therefrom as provided above
in this paragraph). The fees payable by the Company to a successor Agent shall
be the same as those payable to its predecessor unless otherwise agreed between
the Company and such successor. After the retiring Agent’s resignation
hereunder, the provisions of this Article and Section 9.04 shall continue in
effect for the benefit of such retiring Agent, its sub-agents and their
respective Related Parties in respect of any actions taken or omitted to be
taken by any of them while the retiring Agent was acting as Agent. 


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


                    SECTION
8.08. Non-Reliance on Agent and Other Lenders. Each Lender acknowledges
that it has, independently and without reliance upon the Agent or any other
Lender or any of their Related Parties and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Lender also acknowledges that it
will, independently and without reliance upon the Agent or any other Lender or
any of their Related Parties and based on such documents and information as it
shall from time to time deem appropriate, continue to make its own decisions in
taking or not taking action under or based upon this Agreement, any Note or any
related agreement or any document furnished hereunder or thereunder. 


                    SECTION
8.09. Other Agents. Each Lender hereby acknowledges that none of the
syndication agent or any documentation agent nor any other Lender designated as
any “Agent” on the cover or the signature pages hereof (other than the Agent
and the Swing Line Agent) has any liability hereunder other than in its
capacity as a Lender, if applicable. 


ARTICLE IX


MISCELLANEOUS


                    SECTION
9.01. Amendments, Etc. No amendment or waiver of any provision of this
Agreement or the Revolving Credit Notes, nor consent to any departure by any
Borrower therefrom, shall in any event be effective unless the same shall be in
writing and signed by the Majority Lenders, and then such waiver or consent
shall be effective only in the specific instance 


83






and for the specific purpose for which given; provided, however,
that no amendment, waiver or consent shall, unless in writing and signed by
each of the Lenders affected thereby, do any of the following:
(a) increase the Commitments of such Lender, (b) reduce the principal
of, or interest on, the Advances or any fees or other amounts payable
hereunder, (c) postpone any date fixed for any payment of principal of, or
interest on, the Advances or any fees or other amounts payable hereunder or
extend the date of termination of such Lender’s Commitment, (d) release the
Company from any of its obligations under Article VII, (e) require the duration
of an Interest Period to be nine or more months if such period is not available
to all Lenders, (f) change the percentage of the Commitments or of the
aggregate unpaid principal amount of the Advances, or the number of Lenders,
that shall be required for the Lenders or any of them to take any action
hereunder; or (g) amend this Section 9.01; and provided further
that (x) no amendment, waiver or consent shall, unless in writing and signed by
the Agent in addition to the Lenders required above to take such action, affect
the rights or duties of the Agent under this Agreement or any Note, (y) no
amendment, waiver or consent shall, unless in writing and signed by the Issuing
Banks in addition to the Lenders required above to take such action, adversely
affect the rights or obligations of the Issuing Banks in their capacities as
such under this Agreement and (z) no amendment, waiver or consent shall, unless
in writing and signed by each Swing Line Bank, in addition to the Lenders
required above to take such action, affect the rights or obligations of the
Swing Line Banks under this Agreement.


                    SECTION
9.02. Notices, Etc. (a) Except in the case of
notices and other communications expressly permitted to be given by telephone
(and except as provided in paragraph (b) below), all notices and other
communications provided for herein shall be in writing and shall be delivered
by hand or overnight courier service, mailed by certified or registered mail or
sent by facsimile as follows:


	
  

 	
  

 
	
  

 	
           (i) if to
 the Company or any Designated Subsidiary, to the Company’s
 address at 101 Columbia Road,
 Morristown, New Jersey 07962-1219, Attention: Assistant Treasurer
 (Facsimile No. (973) 695-1468); Telephone No. (973) 455-2290);

 
	
  

 	
  

 
	
  

 	
           (ii) if
 to the Agent, to Citibank, N.A. at 1615 Brett Road, Building #3, New Castle,
 Delaware 19720, Attention of Bank Loan Syndications; (Facsimile No. (212)
 994-0961; Telephone No. (302) 894-6160), with a copy to 388
 Greenwich Street, New York, New York 10013, Attention: Brian Reed;

 
	
  

 	
  

 
	
  

 	
           (iii) if
 to Citibank, N.A. in its capacity as an Issuing Bank, to it at 1615 Brett
 Road, Building #3, New Castle, Delaware 19720, Attention of Bank Loan
 Syndications; (Facsimile No. (212) 994-0961; Telephone No.
 (302) 894-6160); and if to any other Issuing Bank, to it at the address
 provided in writing to the Agent and the Company at the time of its
 appointment as an Issuing Bank hereunder;

 
	
  

 	
  

 
	
  

 	
           (iv)
 if to the Swing Line Agent, at its address at 25 Canada Square, Citigroup
 Centre, 5th Floor CGC2, Canary Wharf, London, UK, E14 5LB, Attention: Jane Horner/Alasdair
 Watson; and

 
	
  

 	
  

 
	
  

 	
           (v) if to
 a Lender, to it at its address (or facsimile number) set forth in its
 Administrative Questionnaire.

 


84





                    Notices
sent by hand or overnight courier service, or mailed by certified or registered
mail, shall be deemed to have been given when received; notices sent by
facsimile shall be deemed to have been given when sent (except that, if not
given during normal business hours for the recipient, shall be deemed to have
been given at the opening of business on the next business day for the
recipient). Notices delivered through electronic communications, to the extent
provided in paragraph (b) below, shall be effective as provided in said
paragraph (b).


                    (b)
Electronic Communications. Notices and other communications to the
Lenders and the Issuing Banks hereunder may be delivered or furnished by
electronic communication (including e-mail and Internet or intranet websites)
pursuant to procedures approved by the Agent, provided that the
foregoing shall not apply to notices to any Lender or Issuing Bank pursuant to
Article II if such Lender or Issuing Bank, as applicable, has notified the
Agent that it is incapable of receiving notices under such Article by
electronic communication. The Agent or the Borrowers may, in its discretion,
agree to accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it; provided that
approval of such procedures may be limited to particular notices or
communications.


                    Unless
the Agent otherwise prescribes, (i) notices and other communications sent to an
e-mail address shall be deemed received upon the sender’s receipt of an
acknowledgement from the intended recipient (such as by the “return receipt
requested” function, as available, return e-mail or other written
acknowledgement), and (ii) notices or communications posted to an Internet or
intranet website shall be deemed received upon the deemed receipt by the
intended recipient, at its e-mail address as described in the foregoing clause
(i), of notification that such notice or communication is available and
identifying the website address therefor; provided that, for both
clauses (i) and (ii) above, if such notice, email or other communication is not
sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on
the next business day for the recipient.


                    (c)
Change of Address, etc. Any party hereto may change its address or
facsimile number for notices and other communications hereunder by notice to
the other parties hereto.


                    (d)
Platform.-


	
  

 	
  

 
	
  

 	
           (i) Each
 Borrower agrees that the Agent may, but shall not be obligated to, make the
 Communications (as defined below) available to the Issuing Banks and the
 other Lenders by posting the Communications on Debt Domain, Intralinks,
 Syndtrak or a substantially similar electronic transmission system (the “Platform”).

 
	
  

 	
  

 
	
  

 	
           (ii) The
 Platform is provided “as is” and “as available.” The Agent Parties (as
 defined below) do not warrant the adequacy of the Platform and expressly
 disclaim liability for errors or omissions in the Communications. No warranty
 of any kind, express, implied or statutory, including, without limitation,
 any warranty of merchantability, fitness for a particular purpose,
 non-infringement of third-party rights or freedom from viruses or other code
 defects, is made by any Agent Party in connection with the Communications or
 the Platform. In no event shall the Agent or any of its Related Parties
 (collectively, the “Agent 

 


85









	
  

 	
  

 
	
  

 	
 Parties”) have any liability to any
 Borrower, any Lender or any other Person or entity for damages of any kind,
 including, without limitation, direct or indirect, special, incidental or
 consequential damages, losses or expenses (whether in tort, contract or
 otherwise) arising out of any Borrower’s or the Agent’s transmission of
 communications through the Platform, except to the extent resulting from the
 gross negligence or willful misconduct of an Agent Party. “Communications”
 means, collectively, any notice, demand, communication, information, document
 or other material that any Borrower provides to the Agent pursuant to this
 Agreement or the transactions contemplated therein which is distributed to
 the Agent, any Lender or any Issuing Bank by means of electronic
 communications pursuant to this Section, including through the Platform.

 


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


                    SECTION
9.04. Costs and Expenses. (a) The Company agrees to pay on demand all
reasonable costs and expenses of the Agent in connection with the
administration, modification and amendment of this Agreement, the Notes and the
other documents to be delivered hereunder, including, without limitation,
(i) all due diligence, syndication (including printing, distribution and
bank meetings), transportation, computer, duplication, appraisal, consultant,
and audit expenses and (ii) the reasonable fees and expenses of counsel
for the Agent with respect thereto. The Company further agrees to pay on demand
all costs and expenses of the Agent and the Lenders, if any (including, without
limitation, reasonable counsel fees and expenses), in connection with the
enforcement (whether through negotiations, legal proceedings or otherwise) of
this Agreement, the Notes and the other documents to be delivered hereunder,
including, without limitation, reasonable fees and expenses of counsel for the
Agent and each Lender in connection with the enforcement of rights under this
Section 9.04(a).


                    (b)
Each Borrower agrees to indemnify and hold harmless the Agent and each Lender
and each of their Related Parties (each, an “Indemnified Party”) from
and against any and all claims, damages, losses, liabilities and expenses
(including, without limitation, reasonable fees and expenses of counsel) that
may be incurred by or asserted or awarded against any Indemnified Party, in
each case arising out of or in connection with or by reason of, or in
connection with the preparation for a defense of, any investigation, litigation
or proceeding arising out of, related to or in connection with the Notes, this
Agreement, any of the transactions contemplated herein or the actual or
proposed use of the proceeds of the Advances whether or not such investigation,
litigation or proceeding is brought by the Company, its directors, shareholders
or creditors or an Indemnified Party or any other Person or any Indemnified
Party is otherwise a party thereto and whether or not the transactions
contemplated hereby are consummated, except to the extent any such claim,
damage, loss, liability or expense has resulted from such Indemnified Party’s
gross negligence or willful misconduct.


The
Company also agrees not to assert any claim against any Indemnified Party on
any theory of liability for special, indirect, consequential or punitive
damages arising out of or otherwise relating to the Notes, this Agreement, any
of the transactions contemplated herein or the actual or proposed 


86





use
of the proceeds of the Advances or for any damages arising from the use by
unintended recipients of information or other materials distributed by it in
connection with this Agreement through electronic telecommunications or other
information transmission systems.


                    (c)
(i) If any payment of principal of, or Conversion of, any Eurocurrency Rate
Advance or LIBO Rate Advance is made by the applicable Borrower to or for the
account of a Lender other than on the last day of the Interest Period for such
Advance, as a result of a payment or Conversion pursuant to
Section 2.03(d), 2.06(b), 2.10(a) or (b) or 2.12, acceleration of the
maturity of the Notes pursuant to Section 6.01 or for any other reason,
the applicable Borrower shall, upon demand by such Lender (with a copy of such
demand to the Agent), pay to the Agent for the account of such Lender any
amounts required to compensate such Lender for any additional losses, costs or
expenses that it may reasonably incur as a result of such payment or
Conversion, including, without limitation, any loss (including loss of
anticipated profits), cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by any Lender to fund or
maintain such Advance.


                    (ii)
If any payment of principal of any Swing Line Advance is made by the applicable
Borrower to or for the account of a Swing Line Bank other than on the maturity
date for such Advance as specified in the applicable Notice of Swing Line
Borrowing, as a result of a payment pursuant to Section 2.06(b), 2.10(a)
or (b) or 2.12, acceleration of the maturity of the Notes pursuant to
Section 6.01 or for any other reason, the applicable Borrower shall, upon
demand by a Swing Line Bank (with a copy of such demand to the Agent and the
Swing Line Agent), pay to the Swing Line Agent for the account of such Swing
Line Bank any amounts required to compensate such Swing Line Bank for any
additional losses, costs or expenses that it may reasonably incur as a result
of such payment, including, without limitation, any loss (including loss of
anticipated profits), cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by any Swing Line Bank to fund
or maintain such Advance.


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


                    SECTION
9.05. Binding Effect. This Agreement shall become effective on
the Restatement Date and thereafter shall be binding upon and inure to the
benefit of each Borrower, the Agent, the Swing Line Agent and each Lender and
their respective successors and permitted assigns, except that no Borrower
shall have the right to assign its rights hereunder or any interest herein
without the prior written consent of each Lender (and any other
attempted assignment or transfer by any party hereto shall be null and void).


                    SECTION
9.06. Assignments and Participations. (a) Successors and Assigns
Generally. No Lender may assign
or otherwise transfer any of its rights or obligations hereunder except (i) to
an assignee in accordance with the provisions of Section 9.06(b), (ii) by way
of participation in accordance with the provisions of Section 9.06(d), or (iii)
by way of pledge or assignment of a security interest subject to the
restrictions of Section 9.06(f) (and any other attempted assignment or transfer
by any party hereto shall be null and void). Nothing in this 


87





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 Section 9.06(d) and,
to the extent expressly contemplated hereby, the Related Parties of each of the
Agent and the Lenders) any legal or equitable right, remedy or claim under or
by reason of this Agreement.


                    (b)
Assignments by Lenders. Any Lender may at any time, with notice to the
Company prior to making any proposal to any potential assignee, assign to one
or more assignees all or a portion of its rights and obligations
under this Agreement (including all or a portion of its Commitment and the
Advances at the time owing to it); provided that (in each case with
respect to any Facility) any such assignment shall be subject to the following
conditions: 


	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i) Minimum Amounts. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (A) in
 the case of an assignment of the entire remaining amount of the assigning
 Lender’s Commitment and/or the Advances at the time owing to it (in each case
 with respect to any Facility) or in the case of an assignment to a Lender or
 an Affiliate of a Lender, no minimum amount need be assigned; and

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (B) in
 any case not described in Section 9.06(b)(i)(A), the aggregate amount of the
 Commitment (which for this purpose includes Advances outstanding thereunder)
 or, if the applicable Commitment is not then in effect, the principal
 outstanding balance of the Advances of the assigning Lender subject to each
 such assignment (determined as of the date the Assignment and Assumption with
 respect to such assignment is delivered to the Agent or, if “Trade Date”
 is specified in the Assignment and Assumption, as of the Trade Date) shall
 not be less than $10,000,000, in the case of any assignment in respect of the
 Revolving Credit Facility, or $1,000,000, in the case of any assignment in
 respect of the Letter of Credit Facility, unless each of the Agent and the
 Company (unless a Default has occurred and is continuing at the
 time of such assignment) otherwise consents (each such consent not to be
 unreasonably withheld or delayed). 

 
	
  

 	
  

 	
  

 
	
  

 	
           (ii) Proportionate
 Amounts. Each partial assignment shall be made as an assignment of a
 proportionate part of all the assigning Lender’s rights and obligations under
 this Agreement with respect to the Advance or the Commitment assigned, except
 that this clause (ii) shall not prohibit any Lender from assigning all or a
 portion of its rights and obligations among separate Facilities on a non-pro
 rata basis, except that any assignment under the Revolving Credit Facility
 shall include a proportionate assignment under the Swing Line Facility, if
 applicable.

 
	
  

 	
  

 	
  

 
	
  

 	
           (iii) Required
 Consents. No consent shall be required for any assignment except to the
 extent required by Section 9.06(b)(i)(B) of this Section and, in addition:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (A) the
 consent of the Company (such consent not to be unreasonably withheld or
 delayed) shall be required unless (x) a Default has occurred and is
 continuing at the time of such assignment, or (y) such assignment is to a
 Lender or an Affiliate of a Lender if notice of such assignment is given to
 the Company; 

 


88









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 provided that the Company shall be deemed to
 have consented to any such assignment unless it shall object thereto by
 written notice to the Agent within five Business Days after having received
 notice thereof;

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (B) the
 consent of the Agent (such consent not to be unreasonably withheld or
 delayed) shall be required for assignments in respect of the Revolving Credit
 Facility if such assignment is to a Person that is not a Lender with a
 Commitment in respect of such Facility or an Affiliate of such Lender; and

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (C) the
 consent of each Issuing Bank and Swing Line Bank (such consent not to be
 unreasonably withheld or delayed) shall be required for any assignment in
 respect of the Revolving Credit Facility.

 
	
  

 	
  

 	
  

 
	
  

 	
           (iv) Assignment
 and Assumption. The parties to each assignment shall execute and deliver
 to the Agent an Assignment and Assumption, together with a processing and
 recordation fee of $3,500; provided that the Agent may, in its sole
 discretion, elect to waive such processing and recordation fee in the case of
 any assignment. The assignee, if it is not a Lender, shall deliver to the
 Agent an Administrative Questionnaire.

 
	
  

 	
  

 	
  

 
	
  

 	
           (v) No
 Assignment to Certain Persons. No such assignment shall be made to (A)
 the Company or any of the Company’s Affiliates or Subsidiaries or (B) to any
 Defaulting Lender or any of its Subsidiaries, or any Person who, upon
 becoming a Lender hereunder, would constitute any of the foregoing Persons
 described in this clause (B).

 
	
  

 	
  

 	
  

 
	
  

 	
           (vi) No
 Assignment to Natural Persons. No such assignment shall be made to a
 natural Person. 

 
	
  

 	
  

 	
  

 
	
  

 	
           (vii) Certain
 Additional Payments. In connection with any assignment of rights and
 obligations of any Defaulting Lender hereunder, no such assignment shall be
 effective unless and until, in addition to the other conditions thereto set
 forth herein, the parties to the assignment shall make such additional
 payments to the Agent in an aggregate amount sufficient, upon distribution
 thereof as appropriate (which may be outright payment, purchases by the
 assignee of participations or subparticipations, or other compensating
 actions, including funding, with the consent of the Company and the Agent,
 the applicable pro rata share of Advances previously requested but not funded
 by the Defaulting Lender, to each of which the applicable assignee and
 assignor hereby irrevocably consent), to (x) pay and satisfy in full all
 payment liabilities then owed by such Defaulting Lender to the Agent, each
 Issuing Bank, each Swing Line Bank and each other Lender hereunder (and
 interest accrued thereon), and (y) acquire (and fund as appropriate) its full
 pro rata share of all Advances and participations in Letters of Credit and
 Swing Line Advances in accordance with its Ratable Share. Notwithstanding the
 foregoing, in the event that any assignment of rights and obligations of any
 Defaulting Lender hereunder shall become effective under applicable law without
 compliance with the provisions of this paragraph, then the assignee of such
 interest shall be deemed to be a Defaulting Lender for all purposes of this
 Agreement until such compliance occurs.

 


89





Subject to acceptance and recording thereof by the Agent pursuant to
Section 9.06(c), from and after the effective date specified in each Assignment
and Assumption, the assignee thereunder shall be a party to this Agreement and,
to the extent of the interest assigned by such Assignment and Assumption, have
the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Assumption, be released from its obligations under this
Agreement (and, in the case of an Assignment and Assumption covering all of the
assigning Lender’s rights and obligations under this Agreement, such Lender
shall cease to be a party hereto) but shall continue to be entitled to the
benefits of Sections 2.11, 2.14 and 9.04 and subject to its obligations
under Section 8.05 with respect to facts and circumstances occurring prior to
the effective date of such assignment; provided, that except to the
extent otherwise expressly agreed by the affected parties, no assignment by a
Defaulting Lender will constitute a waiver or release of any claim of any party
hereunder arising from that Lender’s having been a Defaulting Lender. Any
assignment or transfer by a Lender of rights or obligations under this
Agreement that does not comply with this paragraph shall be treated for
purposes of this Agreement as a sale by such Lender of a participation in such
rights and obligations in accordance with Section 9.06(d).


                    (c)
Register. The Agent, acting solely for this purpose as an agent of the Borrowers,
shall maintain at one of its offices in the United States a copy of each
Assumption Agreement and each Assignment and Assumption delivered to and
accepted by it and a register for the recordation of the names and addresses of
the Lenders, and the Commitments of, and principal amounts (and stated
interest) of the Advances owing to, each Lender pursuant to the terms hereof
from time to time (the “Register”). In addition, the Agent shall
maintain on the Register information regarding the designation and revocation
of designation of any Lender as a Defaulting Lender. The entries in the
Register shall be conclusive absent manifest error, and the Company, each other
Borrower, the Agent and the Lenders shall treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement. The Register shall be available for inspection
by the Company, any other Borrower or any Lender, at any reasonable time and
from time to time upon reasonable prior notice.


                    (d)
Participations. Each Lender may sell participations to one or
more banks or other entities (other than the Company or any of its Affiliates)
in or to all or a portion of its rights and obligations under this Agreement (including,
without limitation, all or a portion of its Commitment, the Advances owing to
it and any Note or Notes held by it); provided, however, that
(i) such Lender’s obligations under this Agreement (including, without
limitation, its Commitment to the Company and the other Borrowers hereunder)
shall remain unchanged, (ii) such Lender shall remain solely responsible
to the other parties hereto for the performance of such obligations,
(iii) such Lender shall remain the holder of any such Note for all purposes
of this Agreement, (iv) the Company, any other Borrower, the Agent and the
other Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender’s rights and obligations under this Agreement,
(v) no participant under any such participation shall have any right to
approve any amendment or waiver of any provision of this Agreement or any Note,
or any consent to any departure by any Borrower therefrom, except to the extent
that such amendment, waiver or consent would reduce the principal of, or
interest on, the Notes or any fees or other amounts payable hereunder, in each
case to the extent subject to such participation, or postpone any date fixed
for any payment of principal of, or interest on, the Notes or any fees or other
amounts payable hereunder, in each case to the extent subject to such
participation and (vi) within 30 days of the 


90





effective
date of such participation, such Lender shall provide notice of such
participation to the Company.


                    (e)
Any Lender may, in connection with any assignment or participation or proposed
assignment or participation pursuant to this Section 9.06, disclose to the
assignee or participant or proposed assignee or participant, any information
relating to the Company or any Borrower furnished to such Lender by or on
behalf of such Borrower; provided that, prior to any such disclosure,
the assignee or participant or proposed assignee or participant shall agree to
preserve the confidentiality of any confidential information relating to such
Borrower received by it from such Lender.


                    (f)
Certain Pledges. Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank or any central bank having jurisdiction
over it; 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.


                    SECTION
9.07. Designated Subsidiaries. (a) Designation. The Company
may at any time, and from time to time, upon
not less than 15 Business Days’ notice in the case of any Subsidiary so
designated after the Effective Date, notify the Agent that the Company
intends to designate a Subsidiary as a “Designated Subsidiary” for purposes of
this Agreement. On or after the date that is 15 Business Days after such
notice, upon delivery to the Agent and
each Lender of a
Designation Letter duly executed by the Company and the respective Subsidiary
and substantially in the form of Exhibit D hereto, such Subsidiary shall
thereupon become a “Designated Subsidiary” for purposes of this Agreement and,
as such, shall have all of the rights and obligations of a Borrower hereunder.
The Agent shall promptly notify each Lender of the Company’s notice of such
pending designation by the Company and the identity of the respective
Subsidiary. Following the giving of any
notice pursuant to this Section 9.07(a), if the designation of such Designated
Subsidiary obligates the Agent or any Lender to comply with “know your
customer” or similar identification procedures in circumstances where the
necessary information is not already available to it, the Company shall,
promptly upon the request of the Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Agent or any Lender
in order for the Agent or such Lender to carry out and be satisfied it has
complied with the results of all necessary “know your customer” or other
similar checks under all applicable laws and regulations.


                    If
the Company shall designate as a Designated Subsidiary hereunder any Subsidiary
not organized under the laws of the United States or any State thereof, any
Lender may, with notice to the Agent and the Company, fulfill its Commitment by
causing an Affiliate of such Lender to act as the Lender in respect of such
Designated Subsidiary.


                    As
soon as practicable after receiving notice from the Company or the Agent of the
Company’s intent to designate a Subsidiary as a Designated Borrower, and in any
event no later than five Business Days after the delivery of such
notice, for a Designated
Subsidiary that is organized under the laws of a jurisdiction other than of the
United States or a political subdivision thereof, any Lender that may not
legally lend to, establish credit for the account of and/or do any 


91





business
whatsoever with such Designated Subsidiary directly or through an Affiliate of
such Lender as provided in the immediately preceding paragraph (a “Protesting
Lender”) shall so notify the Company and the Agent in writing. With respect to
each Protesting Lender, the Company shall, effective on or before the date that
such Designated Subsidiary shall have the right to borrow hereunder, either (A)
notify the Agent and such Protesting Lender that the Commitments of such
Protesting Lender shall be terminated; provided that such Protesting
Lender shall have received payment of an amount equal to the outstanding
principal of its Advances and/or Letter of Credit reimbursement obligations,
accrued interest thereon, accrued fees and all other amounts payable to it
hereunder, from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or the Company or the relevant Designated Subsidiary
(in the case of all other amounts), or (B) cancel its request to designate such
Subsidiary as a “Designated Subsidiary” hereunder.


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


                    SECTION
9.08. Confidentiality. Each of the Lenders and the Agent hereby
agrees that it shall not disclose any financial reports and other information
from time to time supplied to it by the Company hereunder to the extent that
such information is not and does not become publicly available and which the
Company indicates at the time is to be treated confidentially, provided,
however, that nothing herein shall affect the disclosure of any such
information (i) by the Agent to any Lender, (ii) to the extent required by law
(including statute, rule, regulation or judicial process), (iii) to counsel for
any Lender or the Agent or to their respective independent public accountants,
(iv) to bank examiners and auditors and appropriate government examining
authorities or self-regulatory bodies having or claiming oversight any Lender
or its affiliates, (v) to the Agent or any other Lender, (vi) in connection
with any litigation to which any Lender or the Agent is a party relating hereto
or in connection with the exercise of any remedies hereunder, (vii) to actual
or prospective assignees and participants as contemplated by
Section 9.06(e), (viii) to any Affiliate of the Agent or any Lender or to
such Affiliate’s officers, directors, employees, agents and advisors, provided
that, prior to any such disclosure, such Affiliate or such Affiliate’s
officers, directors, employees, agents or advisors, as the case may be, shall
agree to preserve the confidentiality of any confidential information relating
to the Company received by it or (ix) to any actual or prospective party
(or its managers, administrators, trustees, partners, directors, officers,
employees, agents, advisors and other representatives) to any swap, derivative,
financial insurance or other transaction under which payments are to be made by
reference to the Borrowers and their obligations hereunder, this Agreement or
payments hereunder; a determination by
a Lender or the Agent as to the application of the circumstances described in
the foregoing clauses (i)-(viii) being conclusive if made in good faith; and
each of the Lenders and the Agent agrees that it will follow procedures which
are intended to put any transferee of such confidential information on notice
that such information is confidential.


92





                    SECTION
9.09. Mitigation of Yield Protection. Each Lender hereby agrees that, commencing
as promptly as practicable after it becomes aware of the occurrence of any
event giving rise to the operation of Section 2.11(a), 2.12 or 2.14 with
respect to such Lender, such Lender will give notice thereof through the Agent
to the respective Borrower. A Borrower may at any time, by notice through the
Agent to any Lender, request that such Lender change its Applicable Lending
Office as to any Advance or Type of Advance or that it specify a new Applicable
Lending Office with respect to its Commitment and any Advance held by it or
that it rebook any such Advance with a view to avoiding or mitigating the
consequences of an occurrence such as described in the preceding sentence, and
such Lender will use reasonable efforts to comply with such request unless, in
the opinion of such Lender, such change or specification or rebooking is
inadvisable or might have an adverse effect, economic or otherwise, upon it,
including its reputation. In addition, each Lender agrees that, except for
changes or specifications or rebookings required by law or effected pursuant to
the preceding sentence, if the result of any change or change of specification
of Applicable Lending Office or rebooking would, but for this sentence, be to
impose additional costs or requirements upon the respective Borrower pursuant
to Section 2.11(a), Section 2.12 or Section 2.14 (which would not be imposed
absent such change or change of specification or rebooking) by reason of legal
or regulatory requirements in effect at the time thereof and of which such Lender
is aware at such time, then such costs or requirements shall not be imposed
upon such Borrower but shall be borne by such Lender. All expenses incurred by
any Lender in changing an Applicable Lending Office or specifying another
Applicable Lending Office of such Lender or rebooking any Advance in response
to a request from a Borrower shall be paid by such Borrower. Nothing in this
Section 9.09 (including, without limitation, any failure by a Lender to give
any notice contemplated in the first sentence hereof) shall limit, reduce or
postpone any obligations of the respective Borrower under Section 2.11(a),
Section 2.12 or Section 2.14, including any obligations payable in respect of
any period prior to the date of any change or specification of a new Applicable
Lending Office or any rebooking of any Advance.


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


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


                    SECTION
9.12. Jurisdiction, Etc. (a) Each of the parties hereto hereby
irrevocably and unconditionally agrees that it will not commence any
action, litigation or proceeding of any kind or description, whether in law or
equity, whether in contract or in tort or otherwise, against the Agent, any
Lender, any Issuing Bank, or any Related Party of the foregoing in any way
relating to this Agreement or the transactions relating hereto or thereto, in
any forum other than the courts of the State of New York sitting in New York
County, and of the United States District Court of the Southern District of New
York, and any appellate court from any thereof, and each of the parties hereto
irrevocably and unconditionally submits to the jurisdiction of such courts and
agrees that all claims in respect of any such action, litigation or proceeding
may be heard and determined in such New York State court or, to the fullest extent
permitted by 


93





applicable law, in such federal court. Each Designated
Subsidiary hereby agrees that service of process in any such action or
proceeding brought in the any such New York State court or in such federal
court may be made upon the Company at its address specified in Section 9.02,
and each Designated Subsidiary hereby irrevocably appoints the Company its
authorized agent to accept such service of process, and agrees that the failure
of the Company to give any notice of any such service shall not impair or
affect the validity of such service or of any judgment rendered in any action
or proceeding based thereon. Each Borrower hereby further irrevocably consents
to the service of process in any action or proceeding in such courts by the mailing
thereof by any parties hereto by registered or certified mail, postage prepaid,
to such Borrower at its address specified pursuant to Section 9.02. Each of the
parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement
shall affect any right that any party may otherwise have to serve legal process
in any other manner permitted by law or to bring any action or proceeding
relating to this Agreement or the Notes in the courts of any jurisdiction. To
the extent that each Designated Subsidiary has or hereafter may acquire any
immunity from jurisdiction of any court or from any legal process (whether
through service or notice, attachment prior to judgment, attachment in aid of
execution, execution or otherwise) with respect to itself or its property, each
Designated Subsidiary hereby irrevocably waives such immunity in respect of its
obligations under this Agreement.


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


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


                    SECTION
9.14. Final Agreement. This written agreement represents the full
and final agreement between the parties with respect to the matters addressed
herein and supersedes all prior communications, written or oral, with respect
thereto. There are no unwritten agreements between the parties.


                    SECTION
9.15. Judgment. (a) If for the purposes of obtaining
judgment in any court it is necessary to convert a sum due hereunder or under
the Notes in any currency (the “Original Currency”) into another
currency (the “Other Currency”), the parties hereto agree, to the
fullest extent that they may effectively do so, that the rate of exchange used
shall be that at which in accordance with normal banking procedures the Agent
could purchase the Original Currency with the Other Currency at 9:00 A.M. (New
York City time) on the first Business Day preceding that on which final
judgment is given.


94





                    (b)
The obligation of each Borrower in respect of any sum due in the Original
Currency from it to any Lender or the Agent hereunder or under the Revolving
Credit Note or Revolving Credit Notes held by such Lender shall,
notwithstanding any judgment in any Other Currency, be discharged only to the
extent that on the Business Day following receipt by such Lender or the Agent
(as the case may be) of any sum adjudged to be so due in such Other Currency,
such Lender or the Agent (as the case may be) may in accordance with normal
banking procedures purchase Dollars with such Other Currency; if the amount of
Dollars so purchased is less than the sum originally due to such Lender or the
Agent (as the case may be) in the Original Currency, such Borrower agrees, as a
separate obligation and notwithstanding any such judgment, to indemnify such
Lender or the Agent (as the case may be) against such loss, and if the amount
of the Original Currency so purchased exceeds the sum originally due to any
Lender or the Agent (as the case may be) in the Original Currency, such Lender
or the Agent (as the case may be) agrees to remit to such Borrower such excess.


                    SECTION
9.16. No Liability of the Issuing Banks. None of the Agent, the Lenders nor any
Issuing Bank, nor any of their Affiliates, or the respective directors,
officers, employees, agents and advisors of such Person or such Affiliate,
shall have any liability or responsibility by reason of or in connection with
the issuance or transfer of any Letter of Credit or any payment or failure to
make any payment thereunder, or any error, omission, interruption, loss or
delay in transmission or delivery of any draft, notice or other communication
under or relating to any Letter of Credit (including any document required to
make a drawing thereunder), any error in interpretation of technical terms or
any consequence arising from causes beyond the control of the applicable
Issuing Bank; provided that the foregoing shall not be construed to
excuse any Issuing Bank from liability to the applicable Borrower to the extent
of any direct damages (as opposed to consequential damages, claims in respect
of which are hereby waived by the Borrowers to the extent permitted by applicable
law) suffered by such Borrower that are caused by such Issuing Bank’s failure
to exercise care when determining whether drafts and other documents presented
under a Letter of Credit comply with the terms thereof or any failure to honor
a Letter of Credit where such Issuing Bank is, under applicable law, required
to honor it. The parties hereto expressly agree that, as long as the
Issuing Bank has not acted with gross negligence or willful misconduct, such
Issuing Bank shall be deemed to have exercised care in each such determination.
In furtherance of the foregoing and without limiting the generality thereof,
the parties agree that, with respect to documents presented which appear on
their face to be in substantial compliance with the terms of a Letter of
Credit, an Issuing Bank may, in its reasonable discretion, either accept and
make payment upon such documents without responsibility for further
investigation or refuse to accept and make payment upon such documents if such
documents are not in strict compliance with the terms of such Letter of Credit.


                    SECTION
9.17. Patriot Act Notice. Each Lender hereby notifies the Company
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 each borrower, guarantor
or grantor (the “Loan Parties”), which information includes the name and
address of each Loan Party and other information that will allow such Lender to
identify such Loan Party in accordance with the Act.


                    SECTION
9.18. License
Agreement and CDS Data. 


95





                    (a)
The Agent hereby notifies the Company and the Lenders that it has entered into
a licensing agreement (the “Licensing Agreement”) with Markit, pursuant
to which Markit will provide to the Agent for each Business Day a composite end
of day credit default swap spread for the five (5) year credit default swap
spread of the Company (the “CDS Data”) that the Agent will use to
determine the Credit Default Swap Spread. The Agent hereby further notifies the
Company and the Lenders that, pursuant to the Licensing Agreement, (i) the CDS
Data will be provided by Markit on an “as is” basis, without express or implied
warranty as to accuracy, completeness, title, merchantability or fitness for a
particular purpose, (ii) Markit has no liability to the Agent for any
inaccuracies, errors or omissions in the CDS Data, except in the event of its
gross negligence, fraud or willful misconduct, (iii) the CDS Data, as provided
by Markit, constitutes confidential information (and each Lender agrees to
treat such information in confidence to the same extent and in the same manner
as such Bank is required to hold confidential information pursuant to Section
9.08 hereof), (iv) the CDS Data, as provided by Markit, may be used by the
Agent, the Company and the Lenders solely for the purposes of this Agreement
and (v) Markit and the Agent, except in each case in the event of its gross
negligence, fraud or willful misconduct, shall have no liability whatsoever to
either the Company or any Lender or any client of a Lender, whether in
contract, in tort, under a warranty, under statute or otherwise, in respect of
any loss or damage suffered by the Company, 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 CDS Data. Each of the Company and the
Lenders (other than Citibank, N.A., in its capacity as the Agent, which is a
party thereto) agrees that it shall not be a third party beneficiary of the
Licensing Agreement and shall have no rights or obligations thereunder. 


                    (b)
The CDS Data shall be made available to the Company pursuant to procedures
agreed upon by the Company and the Agent, including procedures that permit
uninterrupted, online access. The Company agrees that it will use reasonable
efforts (e.g., procedures substantially comparable to those applied by the
Company in respect of non-public information as to the business of the Company)
to keep confidential the CDS Data and the related materials provided by Markit
pursuant to the Licensing Agreement to the extent that the same is not and does
not become publicly available. 


                    (c)
It is understood and agreed that in the event of a breach of confidentiality,
damages may not be an adequate remedy and that the Licensing Agreement provides
that Markit shall be entitled to injunctive relief to restrain any such breach,
threatened or actual. 


                    (d)
The Company acknowledges that each of the Agent and the Lenders from time to
time may conduct business with and may be a shareholder of Markit and that each
of the Agent and the Lenders may have from time to time the right to appoint
one or more directors to the board of directors of Markit.


                    (e)
Notwithstanding the foregoing, the Agent hereby represents and warrants to the
Company that the Agent has the express authority under the Licensing Agreement
to provide the CDS Data and the related materials provided from time to time by
Markit to the Company.


                    SECTION
9.19. No Fiduciary Duty. Each Borrower
acknowledges that the Agent, each Lender and their respective Affiliates
(collectively, solely for purposes of this paragraph, the 


96





“Lender Parties”),
each is acting pursuant to a contractual relationship on an arm’s length basis,
and the parties hereto do not intend that any Lender Party act or be
responsible as a fiduciary to any Borrower, its management, stockholders,
creditors or any other person. Each Borrower and each Lender Party hereby
expressly disclaims any fiduciary relationship and agrees they are each
responsible for making their own independent judgments with respect to any transactions
entered into between them. Each Borrower also hereby acknowledges that no
Lender Party has advised nor is advising such Borrower as to any legal,
accounting, regulatory or tax matters, and that such Borrower is consulting its
own advisors concerning such matters to the extent it deems appropriate.


97






                    SECTION
9.20. Waiver of Jury Trial. Each party hereto hereby irrevocably waives,
to the fullest extent permitted by applicable law, any right it may have to a
trial by jury in any legal proceeding directly or indirectly arising out of or
relating to this Agreement or any Note or the transactions contemplated hereby
or thereby (whether based on contract, tort or any other theory). Each party
hereto (a) certifies that no representative, agent or attorney of any
other Person has represented, expressly or otherwise, that such other Person
would not, in the event of litigation, seek to enforce the foregoing waiver and
(b) acknowledges that it and the other parties hereto have been induced to
enter into this Agreement by, among other things, the mutual waivers and
certifications in this section.


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


	
  

 	
  

 	
  

 
	
  

 	
 HONEYWELL INTERNATIONAL INC.

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 / S / John J. Tus

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: John J. Tus

 
	
  

 	
 Title: Vice President and Treasurer

 
	
  

 	
  

 	
  

 
	
  

 	
 CITIBANK, N.A., as Agent, an Initial Issuing Bank, an Initial Swing
 Line Bank and an Initial Lender

 
	
  

 	
  

 
	
  

 	
 By:

 	
 / S /  Carolyn Kee

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Carolyn Kee

 
	
  

 	
 Title: Vice President

 


98






ARRANGER AND SYNDICATION AGENT


	
  

 	
  

 	
  

 
	
  

 	
 JPMORGAN CHASE BANK, N.A., as an Initial Issuing Bank, an Initial
 Swing Line Bank and an Initial Lender

 
	
  

 	
  

 
	
  

 	
 By: 

 	
 / S / Richard W. Duker

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Richard W. Duker

 
	
  

 	
 Title: Managing Director 

 
	
  

 	
  

 	
  

 
	
 DOCUMENTATION AGENTS

 
	
  

 	
  

 	
  

 
	
  

 	
 BANK OF AMERICA, N.A., as an Initial Issuing Bank and an Initial
 Lender

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 / S / George Hlentzas

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: George Hlentzas

 
	
  

 	
 Title: Vice President

 
	
  

 	
  

 	
  

 
	
  

 	
 BARCLAYS BANK PLC, as an Initial Lender

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 / S / Michael J. Mozer

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Michael J. Mozer

 
	
  

 	
 Title: Vice President 

 
	
  

 	
  

 	
  

 
	
  

 	
 DEUTSCHE BANK AG NEW YORK BRANCH, as an Initial Lender

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 / S / John S. McGill

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: John S. McGill

 
	
  

 	
 Title: Director

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 / S / Virginia Cosenza

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Virginia Cosenza

 
	
  

 	
 Title: Vice President

 


99









	
  

 	
  

 	
  

 
	
  

 	
 GOLDMAN SACHS BANK USA, as an Initial Lender

 
	
  

 	
  

 
	
  

 	
 By: 

 	
 / S / Mark Walton

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Mark Walton

 
	
  

 	
 Title: Authorized Signatory

 
	
  

 	
  

 	
  

 
	
  

 	
 THE ROYAL BANK OF SCOTLAND PLC, as an Initial Lender

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 / S / James Welch

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: James Welch

 
	
  

 	
 Title: Director

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 / S / M. Antioco

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: M. Antioco

 
	
  

 	
 Title: Associate

 
	
  

 	
  

 	
  

 
	
  

 	
 MORGAN STANLEY BANK, N.A., as an Initial Lender

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 / S / Sheresse Clarke

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Sheresse Clarke

 
	
  

 	
 Title: Authorized Signatory

 
	
  

 	
  

 	
  

 
	
 LENDERS

 
	
  

 	
  

 	
  

 
	
  

 	
 BANCO BILBAO VIZCAYA ARGENTARIA S.A., NEW YORK BRANCH, as an Initial
 Lender

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 / S / Mathias Rosenthal

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Mathias Rosenthal

 
	
  

 	
 Title: Associate

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 / S / Michael D’Anna

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Michael D’Anna

 
	
  

 	
 Title: Executive Director

 


100









	
  

 	
  

 	
  

 
	
  

 	
 BNP PARIBAS, as an Initial Lender

 
	
  

 	
  

 
	
  

 	
 By: 

 	
 / S / Rick Pace

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Rick Pace

 
	
  

 	
 Title: Managing Diector 

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 / S / Melissa Balley

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Melissa Balley

 
	
  

 	
 Title: Vice President

 
	
  

 	
  

 	
  

 
	
  

 	
 HSBC BANK USA, NATIONAL ASSOCIATION, as an Initial Lender

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 / S / Paul L. Hatton

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Paul L. Hatton

 
	
  

 	
 Title: Manging Director

 
	
  

 	
  

 	
  

 
	
  

 	
 MIZUHO CORPORATE BANK, LTD., as an Initial Lender

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 / S / Yasuo Imaizumi

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Yasuo Imaizumi

 
	
  

 	
 Title: Deputy General Manager

 
	
  

 	
  

 	
  

 
	
  

 	
 ROYAL BANK OF CANADA, as an Initial Lender

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 / S / Scott Umbs

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Scott Umbs

 
	
  

 	
 Title: Authorized Signatory

 
	
  

 	
  

 	
  

 
	
  

 	
 SOCIETE GENERALE, as an Initial Lender

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 / S / Linda Tam

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Linda Tam

 
	
  

 	
 Title: Director

 
	
  

 	
  

 	
  

 
	
  

 	
 INTESA SANPAOLO S.P.A., NEW YORK BRANCH, as an Initial Lender

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 / S / John J. Michalisin

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: John J. Michalisin

 
	
  

 	
 Title: First Vice President

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 / S / Francesco Di Mario

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Francesco Di Mario

 
	
  

 	
 Title: F.V.P. & Head of Credit

 


101









	
  

 	
  

 	
  

 
	
  

 	
 THE BANK OF NEW YORK MELLON, as an Initial Lender

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 / S / Kenneth P. Sneider, Jr.

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Kenneth P. Sneider, Jr.

 
	
  

 	
 Title: Managing Director

 
	
  

 	
  

 	
  

 
	
  

 	
 THE NORTHERN TRUST COMPANY, as an Initial Lender

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 / S / Andrew D. Holtz

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Andrew D. Holtz

 
	
  

 	
 Title: Vice President

 
	
  

 	
  

 	
  

 
	
  

 	
 COMMONWEALTH BANK OF AUSTRALIA, as an Initial Lender

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 / S / Ian Phillips

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Ian Phillips

 
	
  

 	
 Title: EVP & General Manager, Americas

 
	
  

 	
  

 	
  

 
	
  

 	
 DANSKE BANK A/S, as an Initial Lender

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 / S / Merete Ryvald-Christensen

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Merete Ryvald-Christensen

 
	
  

 	
 Title: Senior Credit Administrator

 
	
  

 	
  

 	
  

 
	
  

 	
 DBS BANK LTD., LOS ANGELES AGENCY, as an Initial Lender

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 / S / Aik Lim Kok

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Aik Lim Kok

 
	
  

 	
 Title: Assistant General Manager

 
	
  

 	
  

 	
  

 
	
  

 	
 LLOYDS TSB BANK PLC, as an Initial Lender

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 / S / Karen Weich

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Karen Weich

 
	
  

 	
 Title: Vice President – W011

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 / S / Dennis McClellan

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Dennis McClellan

 
	
  

 	
 Title: Assistant Vice President – M040

 


102









	
  

 	
  

 	
  

 
	
  

 	
 SOVEREIGN BANK, as an Initial Lender

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 / S / Alister Moreno

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Alister Moreno

 
	
  

 	
 Title: Vice President

 
	
  

 	
  

 	
  

 
	
  

 	
 STANDARD CHARTERED BANK, as an Initial Lender

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 / S / James P. Hughes

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: James P. Hughes A2386

 
	
  

 	
 Title: Director

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 / S / Robert K. Reddington

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Robert K. Reddington

 
	
  

 	
 Title: Credit Documentation Manager

 
	
  

 	
  

 	
  

 
	
  

 	
 SUMITOMO MITSUI BANKING CORPORATION, as an Initial Lender

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 / S / Shuji Yabe

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Shuji Yabe

 
	
  

 	
 Title: Managing Director

 
	
  

 	
  

 	
  

 
	
  

 	
 TORONTO DOMINION (TEXAS) LLC, as an Initial Lender

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 / S / Debbi L. Brito

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Debbi L. Brito

 
	
  

 	
 Title: Authorized Signatory 

 
	
  

 	
  

 	
  

 
	
  

 	
 U.S. BANK NATIONAL ASSOCIATION, as an Initial Lender

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 / S / Michael P. Dickman

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Michael P. Dickman

 
	
  

 	
 Title: Vice President

 


103









	
  

 	
  

 	
  

 
	
  

 	
 UNICREDIT BANK AG, NEW YORK BRANCH, as an Initial Lender

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 / S / Ken Hamilton

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Ken Hamilton

 
	
  

 	
 Title: Director 

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 / S / Annett Guderian

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Annett Guderian

 
	
  

 	
 Title: Director

 
	
  

 	
  

 	
  

 
	
  

 	
 WELLS FARGO BANK, NATIONAL ASSOCIATION, as an Initial Lender

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 / S / James Travagline

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: James Travagline

 
	
  

 	
 Title: Director

 
	
  

 	
  

 	
  

 
	
  

 	
 WESTPAC BANKING CORPORATION, as an Initial Lender

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 / S / Henrik Jensen

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Henrik Jensen

 
	
  

 	
 Title: Director, Corporate & Institutional Banking Americas

 


104






SCHEDULE I 

REVOLVING CREDIT COMMITMENTS AND LETTER OF CREDIT 

COMMITMENTS


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 NAME OF INITIAL LENDER

 	
  

 	
 REVOLVING

 CREDIT

 COMMITMENT

 	
  

 	
 LETTER OF

 CREDIT

 COMMITMENT

 	
  

 	
 SWING LINE

 COMMITMENT

 	
  

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 
	
 Banco Bilbao Vizcaya Argentaria S.A., New York Branch

 	
  

 	
 $

 	
 110,000,000

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Bank of America, N.A.

 	
  

 	
 $

 	
 170,000,000

 	
  

 	
 $

 	
 166,666,666

 	
  

 	
  

 	
  

 	
  

 
	
 The Bank of New York Mellon

 	
  

 	
 $

 	
 85,000,000

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 The Bank of Tokyo-Mitsubishi UFJ, Ltd.

 	
  

 	
 $

 	
 95,625,000

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Barclays Bank PLC

 	
  

 	
 $

 	
 170,000,000

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 BNP Paribas

 	
  

 	
 $

 	
 110,000,000

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Citibank, N.A.

 	
  

 	
 $

 	
 225,000,000

 	
  

 	
 $

 	
 166,666,667

 	
  

 	
 EUR

 	
 100,000,000

 	
  

 
	
 Commonwealth Bank of Australia

 	
  

 	
 $

 	
 50,000,000

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Danske Bank A/S

 	
  

 	
 $

 	
 50,000,000

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 DBS Bank Ltd., Los Angeles Agency

 	
  

 	
 $

 	
 50,000,000

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Deutsche Bank AG New York Branch

 	
  

 	
 $

 	
 170,000,000

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Goldman Sachs Bank USA

 	
  

 	
 $

 	
 170,000,000

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 HSBC Bank USA, National Association

 	
  

 	
 $

 	
 110,000,000

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Intesa Sanpaolo S.p.A., New York Branch

 	
  

 	
 $

 	
 100,000,000

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 JPMorgan Chase Bank, N.A.

 	
  

 	
 $

 	
 225,000,000

 	
  

 	
 $

 	
 166,666,667

 	
  

 	
 EUR

 	
 100,000,000

 	
  

 
	
 Lloyds TSB Bank plc

 	
  

 	
 $

 	
 50,000,000

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Mizuho Corporate Bank, Ltd.

 	
  

 	
 $

 	
 110,000,000

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Morgan Stanley Bank, N.A.

 	
  

 	
 $

 	
 74,375,000

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 The Northern Trust Company

 	
  

 	
 $

 	
 85,000,000

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Royal Bank of Canada

 	
  

 	
 $

 	
 110,000,000

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 The Royal Bank of Scotland plc

 	
  

 	
 $

 	
 170,000,000

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Societe Generale

 	
  

 	
 $

 	
 110,000,000

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Sovereign Bank

 	
  

 	
 $

 	
 50,000,000

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Standard Chartered Bank

 	
  

 	
 $

 	
 50,000,000

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Sumitomo Mitsui Banking Corporation

 	
  

 	
 $

 	
 50,000,000

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Tornoto Dominion (Texas) LLC

 	
  

 	
 $

 	
 50,000,000

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 U.S. Bank National Association

 	
  

 	
 $

 	
 50,000,000

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Unicredit Bank AG, New York Branch

 	
  

 	
 $

 	
 50,000,000

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Wells Fargo Bank, National Association

 	
  

 	
 $

 	
 50,000,000

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Westpac Banking Corporation

 	
  

 	
 $

 	
 50,000,000

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Total:

 	
  

 	
 $

 	
 3,000,000,000

 	
  

 	
 $

 	
 700,000,000

 	
  

 	
 EUR

 	
 200,000,000

 	
  

 









SCHEDULE II 

CALCULATION OF THE MANDATORY COST


	
  

 	
  

 	
  

 
	
 1.

 	
 General 

 
	
  

 	
  

 	
  

 
	
  

 	
 The
 Mandatory Cost is the weighted average of the rates for each Lender
 calculated below by the Swing Line Agent on the first day of an Interest
 Period. The Swing Line Agent must distribute each amount of Mandatory Cost
 among the Lenders on the basis of the rate for each Lender.

 
	
  

 	
  

 	
  

 
	
 2.

 	
 For a Lender lending from an Applicable Lending Office in the U.K. 

 
	
  

 	
  

 	
  

 
	
 (a)

 	
 The relevant
 rate for a Lender lending from an Applicable Lending Office in the U.K. is
 calculated in accordance with the following formula: 

 
	
  

 	
  

 	
  

 
	
  

 	
 A x 0.01
 per cent. per annum 

 
	
  

 	
     300

 
	
  

 	
  

 	
  

 
	
  

 	
 where on the
 day of application of the formula: 

 
	
  

 	
  

 	
  

 
	
  

 	
 A

 	
 is the
 charge payable by each Lender to the Financial Services Authority under the
 fees regulations (but, for this purpose, ignoring any minimum fee required
 under the fees regulations) and expressed in pounds per £1 million of the fee
 base of that Lender. 

 
	
  

 	
  

 	
  

 
	
 (b)

 	
 For the
 purposes of this paragraph 2: 

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 “fee base” has the meaning given to it in
 the fees regulations; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 “fees regulations” means The Financial
 Services Banking Supervision (Fees) Regulations 2001. 

 
	
  

 	
  

 	
  

 
	
 (c)

 	
 Each rate
 calculated in accordance with a formula is, if necessary, rounded upward to
 four decimal places. 

 
	
  

 	
  

 	
  

 
	
 (d)

 	
 (i)

 	
 Each Lender
 must supply to the Swing Line Agent the information required by it to make a
 calculation of the rate for that Lender. The Swing Line Agent may assume that
 this information is correct in all respects. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 If a Lender
 fails to do so, the Swing Line Agent may assume that the Lender’s obligations
 in respect of the fees regulations are the same as those of a typical bank
 from its jurisdiction of incorporation with an Applicable Lending Office in
 the same jurisdiction as an Applicable Lending Office. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 The Swing
 Line Agent has no liability to any party to the Agreement if its calculation
 over or under compensates any Lender. 

 












	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 3.

 	
 For a Lender lending from an Applicable Lending Office in a
 Participating Member State 

 
	
  

 	
  

 	
  

 
	
 (a)

 	
 The relevant
 rate for a Lender lending from an Applicable Lending Office in a
 Participating Member State is the percentage rate per annum notified by that
 Lender to the Swing Line Agent as its cost (if any) of complying with the
 minimum reserve requirements of the European Central Bank. 

 
	
  

 	
  

 	
  

 
	
 (b)

 	
 If a Lender
 fails to specify a rate under paragraph (a) above, the Swing Line Agent will
 assume that the Lender has not incurred any such cost. 

 
	
  

 	
  

 	
  

 
	
 4.

 	
 Changes 

 
	
  

 	
  

 	
  

 
	
  

 	
 The Swing
 Line Agent may, after consultation with the Company and the Lenders, notify
 all the parties to the Agreement of any amendment to this Schedule which is
 required to reflect: 

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 any change
 in law or regulation of the United Kingdom or the European Union relating to
 a cost of the type referred to in this Schedule; or 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 any
 requirement imposed by the Bank of England, the Financial Services Authority
 or the European Central Bank (or, in any case, any successor authority). 

 
	
  

 	
  

 	
  

 
	
  

 	
 Any
 notification will be, in the absence of manifest error, conclusive and
 binding on all the parties to the Agreement. 

 


2





SCHEDULE 2.01(b)


EXISTING LETTERS OF CREDIT


NONE






EXHIBIT A-1 - FORM OF

REVOLVING CREDIT

PROMISSORY NOTE


Dated:
_______________,
201_                    


                    FOR
VALUE RECEIVED, the undersigned, [NAME OF BORROWER], a
_________________________ corporation (the “Borrower”), HEREBY PROMISES TO
PAY to the order of _________________________ (the “Lender”) for the
account of its Applicable Lending Office on the Termination Date (each as
defined in the Credit Agreement referred to below) the aggregate principal
amount of the Revolving Credit Advances made by the Lender to the Borrower
pursuant to the Amended and Restated Five Year Credit Agreement dated as of
April 2, 2012, among Honeywell International Inc., the Lender and certain other
lenders parties thereto, and Citibank, N.A., as Agent for the Lender and such
other lenders (as amended or modified from time to time, the “Credit
Agreement”; the terms defined therein being used herein as therein defined)
outstanding on such date.


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


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


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





                    The
Borrower hereby waives presentment, demand, protest and notice of any
kind. No failure to exercise, and no
delay in exercising, any rights hereunder on the part of the holder hereof
shall operate as a waiver of such rights.


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


	
  

 	
  

 	
  

 
	
  

 	
 [NAME OF
 BORROWER]

 
	
  

 	
  

 
	
  

 	
 By

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
 Title:

 



2





ADVANCES AND PAYMENTS OF PRINCIPAL


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Date

 	
  

 	
 Type of

 Advance

 	
  

 	
 Amount of

 Advance in

 Relevant Currency

 	
  

 	
 Interest
Rate

 	
  

 	
 Amount of

 Principal

 Paid

 or Prepaid

 	
  

 	
 Unpaid

 Principal

 Balance

 	
  

 	
 Notation

 Made By

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 


3





EXHIBIT A-2 - FORM OF

COMPETITIVE BID

PROMISSORY NOTE


Dated:
_______________,
201_                    


                    FOR
VALUE RECEIVED, the undersigned, [NAME OF BORROWER], a
_________________________ corporation (the “Borrower”), HEREBY PROMISES
TO PAY to the order of _________________________ (the “Lender”) for the
account of its Applicable Lending Office (as defined in the Amended and
Restated Five Year Credit Agreement dated as of April 2, 2012, among Honeywell
International Inc., the Lender and certain other lenders parties thereto, and
Citibank, N.A., as Agent for the Lender and such other lenders (as amended or
modified from time to time, the “Credit Agreement”; the terms defined
therein being used herein as therein defined)), on _______________, the
principal amount of [U.S.$_______________] [for a Competitive Bid Advance in a
Foreign Currency, list currency and amount of such Advance].


                    The
Borrower promises to pay interest on the unpaid principal amount hereof from
the date hereof until such principal amount is paid in full, at the interest
rate and payable on the interest payment date or dates provided below:


                    Interest
Rate: [____% per annum (calculated on the basis of a year of _____ days for the
actual number of days elapsed)].


                    Interest
Payment Date or Dates: ______________


                    Both
principal and interest are payable in lawful money of ________________ to
Citibank, N.A., as Agent, for the account of the Lender at the office of
__________________, at __________________ in same day funds.


                    This
Promissory Note is one of the Competitive Bid Notes referred to in, and is
entitled to the benefits of, the Credit Agreement. The Credit Agreement, among
other things, contains provisions for acceleration of the maturity hereof upon
the happening of certain stated events.


                    The
Borrower hereby waives presentment, demand, protest and notice of any kind. No
failure to exercise, and no delay in exercising, any rights hereunder on the
part of the holder hereof shall operate as a waiver of such rights.


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


	
  

 	
  

 	
  

 
	
  

 	
 [NAME OF
 BORROWER]

 
	
  

 	
  

 
	
  

 	
 By

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
 Title:

 









EXHIBIT B-1 - FORM OF NOTICE OF

REVOLVING CREDIT BORROWING


	
 Citibank, N.A., as Agent

 for the Lenders parties

 to the Credit Agreement

 referred to below

 Building #3, 1615 Brett Road

 New Castle, Delaware 19720

 	
 [Date]

 


Attention: Bank Loan Syndication


Ladies and Gentlemen:


                    The
undersigned, [Name of Borrower], refers to the Amended and Restated Five Year
Credit Agreement, dated as of April 2, 2012 (as amended or modified from time
to time, the “Credit Agreement”, the terms defined therein being used
herein as therein defined), among the undersigned, certain Lenders parties
thereto, and Citibank, N.A., as Agent for said Lenders, and hereby gives you
notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that
the undersigned hereby requests a Revolving Credit Borrowing under the Credit
Agreement, and in that connection sets forth below the information relating to
such Revolving Credit Borrowing (the “Proposed Revolving Credit Borrowing”)
as required by Section 2.02(a) of the Credit Agreement:


	
  

 	
  

 
	
  

 	
           (i) The
 Business Day of the Proposed Revolving Credit Borrowing is _______________.

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 









                    The
undersigned hereby certifies that the conditions precedent to this Revolving
Credit Borrowing set forth in Section 3.03 of the Credit Agreement have
been satisfied and the applicable statements contained therein are true on the
date hereof, and will be true on the date of the Proposed Revolving Credit
Borrowing.


	
  

 	
  

 	
  

 
	
  

 	
 Very truly
 yours,

 
	
  

 	
  

 
	
  

 	
 [NAME OF
 BORROWER]

 
	
  

 	
  

 
	
  

 	
 By

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
 Title:

 



2





EXHIBIT B-2 - FORM OF NOTICE OF

COMPETITIVE BID BORROWING


	
  

 	
  

 
	
 Citibank, N.A., as Agent

 for the Lenders parties

 to the Credit Agreement

 referred to below

 Building #3, 1615 Brett Road

 New Castle, Delaware 19720

 	
 [Date]

 


Attention: Bank Loan Syndication


Ladies and Gentlemen:


                    The
undersigned, [Name of Borrower], refers to the Amended and Restated Five Year
Credit Agreement, dated as of April 2, 2012 (as amended or modified from time
to time, the “Credit Agreement”, the terms defined therein being used
herein as therein defined), among Honeywell International Inc., certain Lenders
parties thereto and Citibank, N.A., as Agent for said Lenders, and hereby gives
you notice, irrevocably, pursuant to Section 2.03 of the Credit Agreement
that the undersigned hereby requests a Competitive Bid Borrowing under the
Credit Agreement, and in that connection sets forth the terms on which such
Competitive Bid Borrowing (the “Proposed Competitive Bid Borrowing”) is
requested to be made:


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (A)

 	
 Date of
 Competitive Bid Borrowing

 	
  

 	
 __________________

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (B)

 	
 Aggregate
 Amount of Competitive Bid Borrowing

 	
  

 	
 __________________

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (C)

 	
 [Maturity
 Date] [Interest Period]

 	
  

 	
 __________________

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (D)

 	
 Interest
 Rate Basis

 	
  

 	
 __________________

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (E)

 	
 Day Count
 Convention

 	
  

 	
 __________________

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (F)

 	
 Interest
 Payment Date(s)

 	
  

 	
 __________________

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (G)

 	
 [Currency]

 	
  

 	
 __________________

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (H)

 	
 Borrower’s
 Account Location

 	
  

 	
 __________________

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (I)

 	
 ___________________

 	
  

 	
 __________________

 


                    The
undersigned hereby certifies that the conditions precedent to this Competitive
Bid Borrowing set forth in Section 3.04 of the Credit Agreement have been
satisfied and the applicable statements contained therein are true on the date
hereof, and will be true on the date of the Proposed Competitive Bid Borrowing.





                    The
undersigned hereby confirms that the Proposed Competitive Bid Borrowing is to
be made available to it in accordance with Section 2.03(a)(v) of the
Credit Agreement.


	
  

 	
  

 	
  

 
	
  

 	
 Very truly
 yours,

 
	
  

 	
  

 	
  

 
	
  

 	
 [NAME OF
 BORROWER]

 
	
  

 	
  

 	
  

 
	
  

 	
 By

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
 Title:

 





2





EXHIBIT B-3 - FORM OF NOTICE OF

SWING LINE BORROWING


	
  

 	
  

 
	
 Citibank,
 N.A., as Agent

 	
  

 
	
 for the Lenders parties

 	
  

 
	
 to the Credit Agreement

 	
  

 
	
 referred to below

 	
  

 
	
 Building #3, 1615 Brett Road

 	
  

 
	
 New Castle, Delaware 19720

 	
 [Date]

 
	
  

 	
  

 
	
 Attention:
 Bank Loan Syndication

 	
  

 



Ladies and
Gentlemen:


                    The
undersigned, [Name of Borrower], refers to the Amended and Restated Five Year
Credit Agreement, dated as of April 2, 2012 (as amended or modified from time
to time, the “Credit Agreement”, the terms defined therein being used
herein as therein defined), among the undersigned, certain Lenders parties
thereto, and Citibank, N.A., as Agent for said Lenders, and hereby gives you
notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that
the undersigned hereby requests a Swing Line Borrowing under the Credit
Agreement, and in that connection sets forth below the information relating to
such Swing Line Borrowing (the “Proposed Swing Line Borrowing”) as
required by Section 2.02(a) of the Credit Agreement:


	
  

 	
  

 
	
  

 	
           (i) The
 Business Day of the Proposed Swing Line Borrowing is _______________.

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (iii) The
 aggregate amount of the Proposed Swing Line Borrowing is [$__________]
 [€__________].

 
	
  

 	
  

 
	
  

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

 









                    The
undersigned hereby certifies that the conditions precedent to this Swing Line
Borrowing set forth in Section 3.03 of the Credit Agreement have been
satisfied and the applicable statements contained therein are true on the date
hereof, and will be true on the date of the Proposed Swing Line Borrowing.


	
  

 	
  

 	
  

 
	
  

 	
 Very truly
 yours,

 
	
  

 	
  

 
	
  

 	
 [NAME OF
 BORROWER]

 
	
  

 	
  

 
	
  

 	
 By

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
 Title:

 


2





EXHIBIT C - FORM OF

ASSIGNMENT AND ASSUMPTION


ASSIGNMENT AND ASSUMPTION


                    This
Assignment and Assumption (the “Assignment and Assumption”) is dated as
of the Effective Date set forth below and is entered into by and between
[the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and
[the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is
understood and agreed that the rights and obligations of [the Assignors][the
Assignees]3 hereunder are several and not joint.]4
Capitalized terms used but not defined herein shall have the meanings given to
them in the Credit Agreement identified below (as amended, the “Credit
Agreement”), receipt of a copy of which is hereby acknowledged by
[the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1
attached hereto are hereby agreed to and incorporated herein by reference and
made a part of this Assignment and Assumption as if set forth herein in full.  


                    For
an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee
hereby irrevocably purchases and assumes from [the Assignor][the respective
Assignors], subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the Agent as
contemplated below (i) all of [the Assignor’s][the respective Assignors’]
rights and obligations in [its capacity as a Lender][their respective
capacities as Lenders] under the Credit Agreement and any other documents or
instruments delivered pursuant thereto to the extent related to the amount and
percentage interest identified below of all of such outstanding rights and
obligations of [the Assignor][the respective Assignors] under the respective
facilities identified below (including without limitation any letters of
credit, guarantees, and swingline loans included in such facilities), and (ii)
to the extent permitted to be assigned under applicable law, all claims, suits,
causes of action and any other right of [the Assignor (in its capacity as a
Lender)][the respective Assignors (in their respective capacities as Lenders)]
against any Person, whether known or unknown, arising under or in connection
with the Credit Agreement, any other documents or instruments delivered
pursuant thereto or the loan transactions governed thereby or in any way based
on or related to any of the foregoing, including, but not limited to, contract
claims, tort claims, malpractice claims, statutory claims and all other claims
at law or in equity related to the rights and obligations sold and assigned
pursuant to clause (i) above (the rights and obligations sold and assigned by
[the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii)
above being 



	
  

 	
  

 	
  

 
	

 


 	
  

 
	
 1 For bracketed language here and elsewhere
 in this form relating to the Assignor(s), if the assignment is from a single
 Assignor, choose the first bracketed language. If the assignment is from
 multiple Assignors, choose the second bracketed language.

 
	
  

 	
  

 
	
2 For bracketed language here and elsewhere
 in this form relating to the Assignee(s), if the assignment is to a single
 Assignee, choose the first bracketed language. If the assignment is to
 multiple Assignees, choose the second bracketed language.

 
	
  

 	
  

 
	
 3 Select as appropriate.

 
	
  

 	
  

 
	
 4 Include bracketed language if there are
 either multiple Assignors or multiple Assignees.

 









-2-


referred to herein collectively as [the][an] “Assigned Interest”).
Each such sale and assignment is without recourse to [the][any] Assignor and,
except as expressly provided in this Assignment and Assumption, without
representation or warranty by [the][any] Assignor.


	
  

 	
  

 	
  

 
	
 1.

 	
 Assignor[s]:

 	
 ________________________________

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ______________________________

 
	
  

 	
 [Assignor
 [is] [is not] a Defaulting Lender]

 
	
  

 	
  

 	
  

 
	
 2.

 	
 Assignee[s]:

 	
 ______________________________

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ______________________________

 
	
  

 	
 [for each
 Assignee, indicate [Affiliate] of [identify Lender]

 
	
  

 	
  

 	
  

 
	
 3.

 	
 Borrower(s):

 	
 Honeywell
 International Inc.

 
	
  

 	
  

 	
  

 
	
 4.

 	
 Administrative
 Agent:

 	
 Citibank,
 N.A., as the administrative agent under the Credit Agreement

 
	
  

 	
  

 	
  

 
	
 5.

 	
 Credit
 Agreement:

 	
 The $3,000,000,000 Amended and Restated Five Year Credit Agreement
 dated as of _______ among Honeywell International Inc., the Lenders parties
 thereto, Citibank, N.A., as Administrative Agent, and the other agents
 parties thereto]

 
	
  

 	
  

 	
  

 
	
 6.

 	
 Assigned
 Interest[s]:

 	
  

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Assignor[s]5

 	
  

 	
 Assignee[s]6

 	
  

 	
 Facility 

 Assigned7

 	
  

 	
 Aggregate Amount of 

 Commitment/Loans for 

 all Lenders8

 	
  

 	
 Amount of 

 Commitment/Loans 

 Assigned8

 	
  

 	
 Percentage Assigned 

 of Commitment/

 Loans9

 	
  

 	
 CUSIP 

 Number

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
  

 	
 $

 	
  

 	
 %

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
  

 	
 $

 	
  

 	
 %

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
  

 	
 $

 	
  

 	
 %

 	
  

 	
  

 





	
  

 	
  

 	
  

 
	
 [7.

 	
 Trade Date:

 	
 ______________]10

 





	
  

 	
  

 	
  

 
	

 


 	
  

 
	
 5 List each Assignor, as appropriate.

 
	
  

 	
  

 
	
 6 List each Assignee, as appropriate.

 
	
  

 	
  

 
	
 7 Fill in the appropriate terminology for the
 types of facilities under the Credit Agreement that are being assigned under
 this Assignment (e.g., “Revolving Credit Commitment,” “Letter of Credit
 Commitment,” etc.)

 
	
  

 	
  

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

 
	
  

 	
  

 
	
 9 Set forth, to at least 9 decimals, as a
 percentage of the Commitment/Advances of all Lenders thereunder.

 
	
  

 	
  

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

 










-3-


[Page break]







-4-


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


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


	
  

 	
  

 	
  

 
	
  

 	
 ASSIGNOR[S]11

 
	
  

 	
 [NAME OF
 ASSIGNOR]

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
      Title:

 
	
  

 	
  

 	
  

 
	
  

 	
 [NAME OF
 ASSIGNOR]

 
	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
      Title:

 
	
  

 	
  

 
	
  

 	
 ASSIGNEE[S]12

 
	
  

 	
 [NAME OF
 ASSIGNEE]

 
	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
      
 Title:

 
	
  

 	
  

 
	
  

 	
 [NAME OF
 ASSIGNEE]

 
	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
      Title:

 






	
  

 	
  

 	
  

 
	
 [Consented
 to and]13 Accepted:

 
	
  

 	
  

 
	
 [NAME OF
 ADMINISTRATIVE AGENT], as

 
	
      Administrative
 Agent

 
	
  

 	
  

 
	
 By:

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
      Title:

 






	
  

 	
  

 	
  

 
	

 


 	
  

 
	
 11

 	
 Add additional signature blocks as needed.

 
	
  

 	
  

 
	
 12

 	
 Add additional signature blocks as needed.

 
	
  

 	
  

 
	
 13

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

 









-5-


	
  

 	
  

 
	
 [Consented
 to:]14

 
	
  

 
	
 [NAME OF
 RELEVANT PARTY]

 
	
  

 
	
 By:

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
      Title:

 






	
  

 	
  

 	
  

 
	

 


 	
  

 
	
 14

 	
 To be added only if the consent of the
 Company and/or other parties (e.g. Swing Line Bank, Issuing Bank) is required
 by the terms of the Credit Agreement.

 










-1-


ANNEX 1 


STANDARD TERMS AND CONDITIONS FOR 

ASSIGNMENT AND ASSUMPTION


                    1. Representations
and Warranties. 


                    1.1
Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i)
it is the legal and beneficial owner of [the][the relevant] Assigned Interest,
(ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance
or other adverse claim, (iii) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and Assumption and
to consummate the transactions contemplated hereby and (iv) it is [not] a
Defaulting Lender; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the Credit
Agreement, (ii) the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Credit Agreement or any collateral thereunder,
(iii) the financial condition of any Borrower, any of its Subsidiaries or
Affiliates or any other Person obligated in respect of the Credit Agreement, or
(iv) the performance or observance by any Borrower, any of its Subsidiaries or
Affiliates or any other Person of any of their respective obligations under the
Credit Agreement. 


                    1.2.
Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i)
it has full power and authority, and has taken all action necessary, to execute
and deliver this Assignment and Assumption and to consummate the transactions
contemplated hereby and to become a Lender under the Credit Agreement, (ii) it
meets all the requirements to be an assignee under Section 9.06(b)(iii), (v)
and (vi) of the Credit Agreement (subject to such consents, if any, as may be
required under Section 9.06(b)(iii) of the Credit Agreement), (iii) from and
after the Effective Date, it shall be bound by the provisions of the Credit
Agreement as a Lender thereunder and, to the extent of [the][the relevant]
Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it
is sophisticated with respect to decisions to acquire assets of the type
represented by the Assigned Interest and either it, or the Person exercising
discretion in making its decision to acquire the Assigned Interest, is
experienced in acquiring assets of such type, (v) it has received a copy of the
Credit Agreement, and has received or has been accorded the opportunity to
receive copies of the most recent financial statements delivered pursuant to
Section 5.01(h) thereof, as applicable, and such other documents and
information as it deems appropriate to make its own credit analysis and
decision to enter into this Assignment and Assumption and to purchase
[the][such] Assigned Interest, (vi) it has, independently and without reliance
upon the Agent or any other Lender and based on such documents and information
as it has deemed appropriate, made its own credit analysis and decision to
enter into this Assignment and Assumption and to purchase [the][such] Assigned
Interest, and (vii) if it is a Lender organized under the laws of a
jurisdiction outside of the United States, attached to the Assignment and
Assumption is any documentation required to be delivered by it pursuant to the
terms of the Credit Agreement, duly completed and executed by [the][such] Assignee;
and (b) agrees that (i) it will, independently and without reliance on the
Agent, [the][any] Assignor or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Credit Agreement, and
(ii) it will perform 





-2-


in accordance with their terms all of the obligations which by the
terms of the Credit Agreement are required to be performed by it as a Lender. 


                    2.
Payments. From and after the Effective Date, the Agent shall make all
payments in respect of [the][each] Assigned Interest (including payments of
principal, interest, fees and other amounts) to [the][the relevant] Assignee
whether such amounts have accrued prior to, on or after the Effective Date. The
Assignor[s] and the Assignee[s] shall make all appropriate adjustments in
payments by the Agent for periods prior to the Effective Date or with respect
to the making of this assignment directly between themselves. Notwithstanding
the foregoing, the Agent shall make all payments of interest, fees or other
amounts paid or payable in kind from and after the Effective Date to [the][the
relevant] Assignee. 


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






-1-


EXHIBIT D - FORM OF DESIGNATION LETTER


	
  

 	
  

 
	
  

 	
 [DATE] 

 
	
  

 	
  

 
	
 To each of the Lenders

 	
  

 
	
   parties to the

 	
  

 
	
   Credit Agreement (as defined

 	
  

 
	
   below) and to Citibank, N.A.,

 	
  

 
	
   as Agent for such Lenders 

 	
  

 


Ladies and Gentlemen: 


                    Reference
is made to the Amended and Restated Five Year Credit Agreement dated as of
April 2, 2012, among Honeywell International Inc. (the “Company”), the
Lenders named therein, and Citibank, N.A., as Agent for said Lenders (the “Credit
Agreement”). For convenience of reference, terms used herein and defined in
the Credit Agreement shall have the respective meanings ascribed to such terms
in the Credit Agreement. 


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


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


	
  

 	
  

 
	
  

 	
           1. The
 Designated Subsidiary is a corporation duly incorporated, validly existing
 and in good standing under the laws of __________________ and is duly
 qualified to transact business in all jurisdictions in which such
 qualification is required. 

 
	
  

 	
  

 
	
  

 	
           2. The
 execution, delivery and performance by the Designated Subsidiary of this
 Designation Letter, the Credit Agreement, its Notes and the consummation of
 the transactions contemplated thereby, are within the Designated Subsidiary’s
 corporate powers, have been duly authorized by all necessary corporate
 action, and do not and will not cause or constitute a violation of any
 provision of law or regulation or any provision of the charter or by-laws of
 the Designated Subsidiary or result in the breach of, or constitute a default
 or require any consent under, or result in the creation of any lien, charge
 or encumbrance upon any of the properties, revenues, or assets of the
 Designated Subsidiary pursuant to, any indenture or other agreement or
 instrument to which the Designated Subsidiary is a party or by which the
 Designated Subsidiary or its property may be bound or affected. 

 









-2-


	
  

 	
  

 
	
  

 	
           3. This
 Designation Agreement and each of the Notes of the Designated Subsidiary,
 when delivered, will have been duly executed and delivered, and this
 Designation Letter, the Credit Agreement and each of the Notes of the
 Designated Subsidiary, when delivered, will constitute a legal, valid and
 binding obligation of the Designated Subsidiary enforceable against the
 Designated Subsidiary in accordance with their respective terms except to the
 extent that such enforcement may be limited by applicable bankruptcy,
 insolvency and other similar laws affecting creditors’ rights generally. 

 
	
  

 	
  

 
	
  

 	
           4. There
 is no action, suit, investigation, litigation or proceeding including,
 without limitation, any Environmental Action, pending or to the knowledge of
 the Designated Subsidiary Threatened affecting the Designated Subsidiary
 before any court, governmental agency or arbitration that (i) is reasonably
 likely to have a Material Adverse Effect, or (ii) purports to effect the
 legality, validity or enforceability of this Designation Letter, the Credit
 Agreement, any Note of the Designated Subsidiary or the consummation of the
 transactions contemplated thereby. 

 
	
  

 	
  

 
	
  

 	
           5. No
 authorizations, consents, approvals, licenses, filings or registrations by or
 with any governmental authority or administrative body are required in
 connection with the execution, delivery or performance by the Designated
 Subsidiary of this Designation Letter, the Credit Agreement or the Notes of
 the Designated Subsidiary except for such authorizations, consents,
 approvals, licenses, filings or registrations as have heretofore been made,
 obtained or effected and are in full force and effect. 

 
	
  

 	
  

 
	
  

 	
           6. The
 Designated Subsidiary is not, and immediately after the application by the
 Designated Subsidiary of the proceeds of each Advance will not be, an
 “investment company” within the meaning of the Investment Company Act of
 1940, as amended. 

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Very truly yours,

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 HONEYWELL INTERNATIONAL INC.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By

 	
  

 
	
  

 	
  

 	

 

 

 	
  

 
	
  

 	
  

 	
 Name:

 	
  

 
	
  

 	
  

 	
 Title:

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 [THE DESIGNATED SUBSIDIARY]

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By

 	
  

 
	
  

 	
  

 	

 

 

 	
  

 
	
  

 	
  

 	
 Name:

 	
  

 
	
  

 	
  

 	
 Title:

 	
  

 


2






EXHIBIT E - FORM OF OPINION

OF THE GENERAL COUNSEL OR AN

ASSISTANT GENERAL COUNSEL OF THE COMPANY


__________, 2012


To each of the Lenders parties

to the Credit Agreement

(as defined below),

and to Citibank, N.A.,

as Agent for said Lenders


Honeywell International Inc.


Ladies and
Gentlemen:


                    This
opinion is furnished to you pursuant to Sections 3.01(e)(iv) and 3.02(f) of the
Amended and Restated Five Year Credit Agreement dated as of April 2, 2012,
among Honeywell International Inc. (the “Company”), the Lenders parties
thereto, and Citibank, N.A., as Agent for said Lenders (the “Credit
Agreement”). Terms defined in the Credit Agreement are, unless otherwise
defined herein, used herein as therein defined.


                    I
have acted as counsel for the Company in connection with the preparation,
execution and delivery of the Credit Agreement. I have also acted as special
counsel for_________, _________, _________and _________ (each, a “Designated
Subsidiary”) in connection with the Credit Agreement. 


                    In
that connection I have examined:


	
  

 	
  

 
	
  

 	
           (1)
 The Credit Agreement.

 
	
  

 	
  

 
	
  

 	
           (2)
 The documents furnished by the Company and each of the Designated
 Subsidiaries pursuant to Article III of the Credit Agreement, including the
 Certificate of Incorporation of the Company and all amendments thereto (the “Charter”)
 and the By-laws of the Company and all amendments thereto (the “By-laws”).

 
	
  

 	
  

 
	
  

 	
           (3)
 A certificate of the Secretary of State of the State of Delaware, dated as of
 a recent date, attesting to the continued corporate existence and good
 standing of the Company in that State.

 
	
  

 	
  

 
	
  

 	
           (4)
 Copies of each of the Designation Letters executed by each of the Designated
 Subsidiaries. 

 









                    I
have also examined the originals, or copies certified to my satisfaction, of
such corporate records of the Company and the Designated Subsidiaries
(including resolutions adopted by the respective Board of Directors of each of
the Company and the Designated Subsidiaries), certificates of public officials
and of officers of the Company and the Designated Subsidiaries, and agreements,
instruments and documents, as I have deemed necessary as a basis for the
opinions hereinafter expressed. As to questions of fact material to such
opinions, I have, when relevant facts were not independently established by me,
relied upon certificates of the Company and the Designated Subsidiaries or
their respective officers or of public officials. 


                    In
rendering the opinions set forth below, I have assumed the authenticity of all
documents submitted to me as originals, the genuineness of all signatures and
the conformity to authentic originals of all documents submitted to me as
copies. I have also assumed the legal capacity for all purposes relevant hereto
of all natural persons and, with respect to all parties to agreements or
instruments relevant hereto other than the Company, that such parties had the
requisite power and authority (corporate or otherwise) to execute, deliver and
perform such agreements or instruments, that such agreements or instruments
have been duly authorized by all requisite action (corporate or otherwise),
executed and delivered by such parties and that such agreements or instruments
are the valid, binding, and enforceable obligations of such parties. 


                    I
am qualified to practice law in the State of New York, and I do not purport to
be expert in, or to express any opinion herein concerning, any laws other than
the laws of the State of New York, the General Corporation Law of the State of
Delaware and the Federal laws of the United States.


                    Based
upon the foregoing and upon such investigation as I have deemed necessary, I am
of the following opinion:


	
  

 	
  

 
	
  

 	
           1.
 The Company (a) is a corporation duly organized, validly existing and in good
 standing under the laws of the State of Delaware, (b) is duly qualified as a
 foreign corporation in each other jurisdiction in which it owns or leases
 property or in which the conduct of its business requires it to so qualify or
 be licensed, except where the failure to be so qualified would not be
 reasonably likely to have a Material Adverse Effect and (c) has all requisite
 corporate power and authority to own or lease and operate its properties and
 to carry on its business as now conducted and as proposed to be conducted.

 
	
  

 	
  

 
	
  

 	
           2.
 The execution, delivery and performance by the Company of the Credit
 Agreement and the Notes of the Company, and the consummation of the
 transactions contemplated thereby, are within the Company’s corporate powers,
 have been duly authorized by all necessary corporate action, and do not (i)
 contravene the Charter or the By-laws or (ii) violate any law
 (including, without limitation, the Securities Exchange Act of 1934 and the
 Racketeer Influenced and Corrupt Organizations Chapter of the Organized Crime
 Control Act of 1970), rule, regulation (including, without limitation,
 Regulation X of the Board of Governors of the Federal Reserve System) or any
 material order, writ, judgment, decree, determination or award or
 (iii) conflict with or result in the breach of, or constitute a default
 under, any material indenture, loan or credit agreement, lease, 

 


2









	
  

 	
  

 
	
  

 	
 mortgage,
 security agreement, bond, note or any similar document. The Credit Agreement
 and the Notes of the Company have been duly executed and delivered on behalf
 of the Company.

 
	
  

 	
  

 
	
  

 	
           3.
 No authorization, approval, or other action by, and no notice to or filing
 with, any governmental authority, administrative agency or regulatory body,
 or any third party is required for the due execution, delivery and
 performance by the Company of the Credit Agreement or the Notes of the
 Company, or for the consummation of the transactions contemplated thereby.

 
	
  

 	
  

 
	
  

 	
           4.
 The Credit Agreement is, and each Note of the Company when delivered under
 the Credit Agreement will be, the legal, valid and binding obligation of the
 Company enforceable against the Company in accordance with their respective
 terms, except as the enforceability thereof may be limited by bankruptcy,
 insolvency, reorganization or moratorium or other similar laws relating to
 the enforcement of creditors’ rights generally or by the application of
 general principles of equity (regardless of whether such enforceability is
 considered in a proceeding in equity or at law), and except that I express no
 opinion as to (i) the subject matter jurisdiction of the District Courts
 of the United States of America to adjudicate any controversy relating to the
 Credit Agreement or the Notes of the Company or (ii) the effect of the
 law of any jurisdiction (other than the State of New York) wherein any Lender
 or Applicable Lending Office may be located or wherein enforcement of the Credit
 Agreement or the Notes of the Company may be sought which limits rates of
 interest which may be charged or collected by such Lender.

 
	
  

 	
  

 
	
  

 	
           5.
 The Credit Agreement and the Designation Letter of each Designated Subsidiary
 are, and each Note of each Designated Subsidiary when delivered under the
 Credit Agreement will be, the legal, valid and binding obligation of each
 such Designated Subsidiary enforceable in accordance with their respective
 terms, except as the enforceability thereof may be limited by bankruptcy,
 insolvency, reorganization or moratorium or other similar laws relating to
 the enforcement of creditors’ rights generally or by the application of
 general principles of equity (regardless of whether such enforceability is
 considered in a proceeding in equity or at law), and except that I express no
 opinion as to (i) the subject matter jurisdiction of the District Courts
 of the United States of America to adjudicate any controversy relating to the
 Credit Agreement, the Designation Letter of each Designated Subsidiary or the
 Notes of each Designated Subsidiary or (ii) the effect of the law of any
 jurisdiction (other than the State of New York) wherein any Lender or
 Applicable Lending Office may be located or wherein enforcement of the Credit
 Agreement, the Designation Letter of each Designated Subsidiary or the Notes
 of each Designated Subsidiary may be sought which limits rates of interest
 which may be charged or collected by such Lender.

 
	
  

 	
  

 
	
  

 	
           6.
 There is no action, suit, investigation, litigation or proceeding against the
 Company or any of its Subsidiaries before any court, governmental agency or
 arbitrator now pending or, to the best of my knowledge, Threatened that is
 reasonably likely to have a Material Adverse Effect (other than as disclosed
 in public filings prior to the date hereof) 

 


3









	
  

 	
  

 
	
  

 	
 or that
 purports to affect the legality, validity or enforceability of the Credit
 Agreement or any Note of the Company or the consummation of the transactions
 contemplated thereby, and there has been no material adverse change in the
 status, or financial effect on the Company or any of its Subsidiaries, of the
 matters disclosed in public filings prior to the date hereof.

 
	
  

 	
  

 
	
  

 	
           7.
 Neither the Company nor any of the Designated Subsidiaries is an “investment
 company” within the meaning of the Investment Company Act of 1940, as
 amended.

 



                    In
connection with the opinions expressed by me above in paragraph 4, I wish to
point out that (i) provisions of the Credit Agreement that permit the Agent or
any Lender to take action or make determinations may be subject to a
requirement that such action be taken or such determinations be made on a
reasonable basis and in good faith, (ii) that a party to whom an advance
is owed may, under certain circumstances, be called upon to prove the
outstanding amount of the Advances evidenced thereby, (iii) the rights of
the Agent and the Lenders provided for in Section 9.04(b) of the Credit
Agreement may be limited in certain circumstances and (iv) I express no opinion
with respect to the enforceability of any indemnity against loss in converting
into a specified currency the proceeds or amount of a court judgment in another
currency.


                    I
do not express any opinion on any matter not expressly addressed above. The
opinions set forth herein are delivered based solely upon the examinations,
assumptions and other matters described herein as of the date hereof, and I
undertake no obligation to modify or supplement this opinion letter or
otherwise to communicate with you with respect to changes in law or matters
which occur or come to my attention after the date hereof.


                    This
opinion letter is given for the sole and exclusive benefit of the addressees
hereof and may not be relied upon by or delivered or disclosed to any other
person, except that any person that becomes a Lender in accordance with the
provisions of the Credit Agreement after the date hereof may rely on these
opinions as if this opinion letter were addressed and delivered to such Lender
on the date hereof. In addition, this opinion letter relates only to the
matters, the opinions and the transaction specifically referred to or provided
herein, and no other opinions should be implied therefrom.


	
  

 	
  

 
	
  

 	
 Very truly
 yours,

 
	
  

 	
  

 
	
  

 	
 Jacqueline
 Whorms Katzel

 


4





EXHIBIT F - FORM OF OPINION OF COUNSEL

TO A DESIGNATED SUBSIDIARY


____________, 20__


To each of the Lenders parties

to the Credit Agreement

(as defined below),

and to Citibank, N.A., as Agent

for said Lenders


Ladies and Gentlemen:


                    In
my capacity as counsel to __________ (“Designated Subsidiary”), I have
reviewed that certain Amended and Restated Five Year Credit Agreement dated as
of April 2, 2012, among Honeywell International Inc., the Lenders named
therein, and Citibank, N.A., as Agent for such Lenders (the “Credit
Agreement”). In connection therewith, I have also examined the following
documents:


                    (i)
The Designation Letter (as defined in the Credit Agreement) executed by the
Designated Subsidiary.


                    [such
other documents as counsel may wish to refer to]


                    I
have also reviewed such matters of law and examined the original, certified,
conformed or photographic copies of such other documents, records, agreements
and certificates as I have considered relevant hereto. As to questions of fact
material to such opinions, I have, when relevant facts were not independently
established by me, relied upon certificates of the Company or its officers or
of public officials. 


                    Except
as expressly specified herein all terms used herein and defined in the Credit
Agreement shall have the respective meanings ascribed to them in the Credit
Agreement.


                    I
am qualified to practice law in __________, and I do not purport to be expert
in, or to express any opinion herein concerning, any laws other than the laws
of __________.


                    Based
upon the foregoing and upon such investigation as I have deemed necessary, I am
of the opinion that:


	
  

 	
  

 
	
  

 	
           1. The
 Designated Subsidiary (a) is a corporation duly incorporated, validly
 existing and in good standing under the laws of __________, (b) is duly
 qualified in each other jurisdiction in which it owns or leases property or
 in which the conduct of its business requires it to so qualify or be
 licensed, except where the failure to be so qualified would not 

 













	
  

 	
  

 
	
  

 	
 be reasonably likely to have a Material Adverse Effect and
 (c) has all requisite corporate power and authority to own or lease and
 operate its properties and to carry on its business as now conducted and as
 proposed to be conducted.

 
	
  

 	
  

 
	
  

 	
           2. The
 execution, delivery and performance by the Designated Subsidiary of its
 Designation Letter, the Credit Agreement and its Notes, and the consummation
 of the transactions contemplated thereby, are within the Designated
 Subsidiary’s corporate powers, have been duly authorized by all necessary
 corporate action, and do not and will not cause or constitute a violation of
 any provision of law or regulation or any material order, writ, judgment,
 decree, determination or award or any provision of the charter or by-laws or
 other constituent documents of the Designated Subsidiary or result in the
 breach of, or constitute a default or require any consent under, or result in
 the creation of any lien, charge or encumbrance upon any of the properties,
 revenues, or assets of the Designated Subsidiary pursuant to, any material
 indenture or other agreement or instrument to which the Designated Subsidiary
 is a party or by which the Designated Subsidiary or its property may be bound
 or affected. The Designation Letter and each Note of the Designated
 Subsidiary has been duly executed and delivered on behalf of the Designated
 Subsidiary.

 
	
  

 	
  

 
	
  

 	
           3. The
 Credit Agreement and the Designation Letter of the Designated Subsidiary are,
 and each Note of the Designated Subsidiary when delivered under the Credit
 Agreement will be, the legal, valid and binding obligation of the Designated
 Subsidiary enforceable in accordance with their respective terms, except as
 the enforceability thereof may be limited by bankruptcy, insolvency,
 reorganization or moratorium or other similar laws relating to the
 enforcement of creditors’ rights generally or by the application of general
 principles of equity (regardless of whether such enforceability is considered
 in a proceeding in equity or at law), and except that I express no opinion as
 to (i) the subject matter jurisdiction of the District Courts of the
 United States of America to adjudicate any controversy relating to the Credit
 Agreement, the Designation Letter of the Designated Subsidiary or the Notes
 of the Designated Subsidiary or (ii) the effect of the law of any
 jurisdiction (other than the State of New York) wherein any Lender or
 Applicable Lending Office may be located or wherein enforcement of the Credit
 Agreement, the Designation Letter of the Designated Subsidiary or the Notes
 of the Designated Subsidiary may be sought which limits rates of interest
 which may be charged or collected by such Lender.

 
	
  

 	
  

 
	
  

 	
           4. There
 is no action, suit, investigation, litigation or proceeding at law or in
 equity before any court, governmental agency or arbitration now pending or,
 to the best of my knowledge and belief, Threatened against the Designated
 Subsidiary that is reasonably likely to have a Material Adverse Effect or
 that purports to affect the legality, validity or enforceability of the
 Designation Letter of the Designated Subsidiary, the Credit Agreement or any
 Note of the Designated Subsidiary or the consummation of the transactions
 contemplated thereby.

 
	
  

 	
  

 
	
  

 	
           5. No
 authorizations, consents, approvals, licenses, filings or registrations by or
 with any governmental authority or administrative body are required for the
 due 

 


2









	
  

 	
  

 
	
  

 	
 execution, delivery and performance by the Designated Subsidiary of
 its Designation Letter, the Credit Agreement or the Notes of the Designated
 Subsidiary except for such authorizations, consents, approvals, licenses,
 filings or registrations as have heretofore been made, obtained or affected
 and are in full force and effect.

 
	
  

 	
  

 
	
  

 	
           6. The
 Designated Subsidiary is not an “investment company” within the meaning of
 the Investment Company Act of 1940, as amended.

 



                    In
connection with the opinions expressed by me above in paragraph 3, I wish to
point out that (i) provisions of the Credit Agreement which permit the Agent or
any Lender to take action or make determinations may be subject to a
requirement that such action be taken or such determinations be made on a
reasonable basis and in good faith, (ii) a party to whom an advance is owed
may, under certain circumstances, be called upon to prove the outstanding
amount of the Advances evidenced thereby, (iii) the rights of the Agent and the
Lenders provided for in Section 9.04(b) of the Credit Agreement may be
limited in certain circumstances and (iv) I express no opinion with respect to
the enforceability of any indemnity against loss in converting into a specified
currency the proceeds or amount of a court judgment in another currency.


                    I
do not express any opinion on any matter not expressly addressed above. The
opinions set forth herein are delivered based solely upon the examinations,
assumptions and other matters described herein as of the date hereof, and I
undertake no obligation to modify or supplement this opinion letter or
otherwise to communicate with you with respect to changes in law or matters
which occur or come to my attention after the date hereof.


                    This
opinion letter is given for the sole and exclusive benefit of the addressees
hereof and may not be relied upon by or delivered or disclosed to any other
person, except that any person that becomes a Lender in accordance with the
provisions of the Credit Agreement after the date hereof may rely on these
opinions as if this opinion letter were addressed and delivered to such Lender
on the date hereof. In addition, this opinion letter relates only to the
matters, the opinions and the transaction specifically referred to or provided
herein, and no other opinions should be implied therefrom.


	
  

 	
  

 
	
  

 	
 Very truly
 yours,

 


3






EXHIBIT G - FORM OF OPINION

OF SHEARMAN & STERLING LLP,

COUNSEL TO THE AGENT


[S&S LETTERHEAD]


	
  

 	
  

 
	
 __________ __, 2012

 	
  

 



To the Initial
Lenders party to the Credit

Agreement referred to below and to

Citibank, N.A., as Agent


Honeywell International Inc.


Ladies and
Gentlemen:


                    We
have acted as counsel to Citibank, N.A., as Agent (the “Agent”), in
connection with the Amended and Restated Five Year Credit Agreement, dated as
of April 2, 2012 (the “Credit Agreement”), among Honeywell International
Inc., a Delaware corporation (the “Borrower”), and each of you. Unless
otherwise defined herein, terms defined in the Credit Agreement are used herein
as therein defined.


                    In
that connection, we have reviewed originals or copies of the following
documents:


                    (a)
The Credit Agreement.


                    (b)
The Notes executed by the Borrower and delivered on the date hereof.


The documents described in the foregoing clauses (a) and (b) are
collectively referred to herein as the “Opinion Documents.”


                    We
have also reviewed originals or copies of such other agreements and documents
as we have deemed necessary as a basis for the opinion expressed below.


                    In
our review of the Opinion Documents and other documents, we have assumed:


	
  

 	
  

 	
  

 
	
  

 	
 (A)

 	
 The
 genuineness of all signatures. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (B)

 	
 The
 authenticity of the originals of the documents submitted to us.

 













	
  

 	
  

 	
  

 
	
  

 	
 (C)

 	
 The conformity to authentic originals of any documents submitted to
 us as copies.

 
	
  

 	
  

 	
  

 
	
  

 	
 (D)

 	
 As to matters of fact, the truthfulness of the representations made
 in the Credit Agreement.

 
	
  

 	
  

 	
  

 
	
  

 	
 (E)

 	
 That each of the Opinion Documents is the legal, valid and binding
 obligation of each party thereto, other than the Borrower, enforceable
 against each such party in accordance with its terms.

 
	
  

 	
  

 	
  

 
	
  

 	
 (F)

 	
 That: 

 
	
  

 	
  

 
	
  

 	
           (1)
 The Borrower is an entity duly organized and validly existing under the laws
 of the jurisdiction of its organization. 

 
	
  

 	
  

 
	
  

 	
           (2)
 The Borrower has full power to execute, deliver and perform, and has duly
 executed and delivered, the Opinion Documents. 

 
	
  

 	
  

 
	
  

 	
           (3)
 The execution, delivery and performance by the Borrower of the Opinion
 Documents have been duly authorized by all necessary action (corporate or
 otherwise) and do not: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (a)
 contravene its certificate or articles of incorporation, by-laws or other
 organizational documents; 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (b)
 except with respect to Generally Applicable Law, violate any law, rule or
 regulation applicable to it; or 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (c)
 result in any conflict with or breach of any agreement or document binding on
 it.

 
	
  

 	
  

 
	
  

 	
           (4)
 Except with respect to Generally Applicable Law, no authorization, approval
 or other action by, and no notice to or filing with, any governmental
 authority or regulatory body or (to the extent the same is required under any
 agreement or document binding on it of which an addressee hereof has
 knowledge, has received notice or has reason to know) any other third party
 is required for the due execution, delivery or performance by the Borrower of
 any Opinion Document or, if any such authorization, approval, action, notice
 or filing is required, it has been duly obtained, taken, given or made and is
 in full force and effect.

 



                    We
have not independently established the validity of the foregoing assumptions. 


                    “Generally
Applicable Law” means the federal law of the United States of America, and
the law of the State of New York (including the rules or regulations
promulgated thereunder or pursuant thereto), that a New York lawyer exercising
customary professional 


2





diligence
would reasonably be expected to recognize as being applicable to the Borrower,
the Opinion Documents or the transactions governed by the Opinion Documents.
Without limiting the generality of the foregoing definition of Generally
Applicable Law, the term “Generally Applicable Law” does not include any law,
rule or regulation that is applicable to the Borrower, the Opinion Documents or
such transactions solely because such law, rule or regulation is part of a
regulatory regime applicable to any party to any of the Opinion Documents or
any of its affiliates due to the specific assets or business of such party or
such affiliate.


                    Based
upon the foregoing and upon such other investigation as we have deemed
necessary and subject to the qualifications set forth below, we are of the
opinion that each Opinion Document is the legal, valid and binding obligation
of the Borrower, enforceable against the Borrower in accordance with its terms.


                    Our
opinion expressed above is subject to the following qualifications:


	
  

 	
  

 
	
  

 	
           (a)
 Our opinion is subject to the effect of any applicable bankruptcy,
 insolvency, reorganization, moratorium or similar laws affecting creditors’
 rights generally (including without limitation all laws relating to
 fraudulent transfers).

 
	
  

 	
  

 
	
  

 	
           (b)
 Our opinion is subject to the effect of general principles of equity,
 including without limitation concepts of materiality, reasonableness, good
 faith and fair dealing (regardless of whether considered in a proceeding in
 equity or at law).

 
	
  

 	
  

 
	
  

 	
           (c)
 We express no opinion with respect to the enforceability of indemnification
 provisions, or of release or exculpation provisions, contained in the Opinion
 Documents to the extent that enforcement thereof is contrary to public policy
 regarding the indemnification against or release or exculpation of criminal
 violations, intentional harm or violations of securities laws.

 
	
  

 	
  

 
	
  

 	
           (d)
 We express no opinion with respect to the enforceability of any indemnity
 against loss in converting into a specified currency the proceeds or amount
 of a court judgment in another currency.

 
	
  

 	
  

 
	
  

 	
           (e)
 We express no opinion with respect to Section 9.12 of the Credit Agreement to
 the extent that such Section (i) implies that a federal court of the United
 States has subject matter jurisdiction or (ii) purports to grant any court
 exclusive jurisdiction.

 
	
  

 	
  

 
	
  

 	
           (f)
 Our opinion is limited to Generally Applicable Law.

 



                    A
copy of this opinion letter may be delivered by any of you to any person that
becomes a Lender in accordance with the provisions of the Credit Agreement. Any
such person may rely on the opinion expressed above as if this opinion letter
were addressed and delivered to such person on the date hereof.


                    This
opinion letter is rendered to you in connection with the transactions contemplated
by the Opinion Documents. This opinion letter may not be relied upon by you or
any 


3





person
entitled to rely on this opinion pursuant to the preceding paragraph for any
other purpose without our prior written consent.


                    This
opinion letter speaks only as of the date hereof. We expressly disclaim any
responsibility to advise you of any development or circumstance of any kind,
including any change of law or fact, that may occur after the date of this
opinion letter that might affect the opinion expressed herein.


	
  

 	
  

 
	
  

 	
 Very truly
 yours,

 


4