exv10w1






Exhibit 10.1




Execution Version




SYNDICATED FACILITY AGREEMENT




Dated as of October 3, 2011



Among



SEALED AIR CORPORATION and

THE OTHER BORROWERS NAMED HEREIN,

as Borrowers



THE INITIAL LENDERS NAMED HEREIN,

as Initial Lenders



THE INITIAL ISSUING BANKS NAMED HEREIN,

as Initial Issuing Banks



CITIBANK, N.A.,

as Agent



CITIGROUP GLOBAL MARKETS INC.

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

BNP PARIBAS SECURITIES CORP. and

RBS SECURITIES INC.

as Joint Lead Arrangers and Joint
Bookrunning Managers



and



COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,

“RABOBANK NEDERLAND”, NEW YORK BRANCH

as Documentation Agent



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TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I

	 	 	 	 
	 
	DEFINITIONS AND ACCOUNTING TERMS
	 	 	 	 
	SECTION 1.01 Certain Defined Terms
	 	 	3	 
	SECTION 1.02 Computation of Time Periods
	 	 	50	 
	SECTION 1.03 Accounting Terms
	 	 	50	 
	SECTION 1.04 Exchange Rates; Currency Equivalents
	 	 	50	 
	SECTION 1.05 Construction
	 	 	51	 
	SECTION 1.06 Dutch Terms
	 	 	51	 
	SECTION 1.07 Quebec Matters
	 	 	52	 
	SECTION 1.08 Code of Banking Practice
	 	 	52	 






	 	 	 	 	 

	ARTICLE II
	 	 	 	 
	 
	 	 	 	 
	AMOUNTS AND TERMS OF THE ADVANCES AND LETTERS OF CREDIT
	 	 	 	 
	 
	 	 	 	 
	SECTION 2.01 The Advances and Letters of Credit
	 	 	52	 
	SECTION 2.02 Borrowing Mechanics
	 	 	56	 
	SECTION 2.03 Issuance of and Drawings and Reimbursement Under Letters of Credit
	 	 	59	 
	SECTION 2.04 Incremental Commitments
	 	 	62	 
	SECTION 2.05 Fees
	 	 	64	 
	SECTION 2.06 Termination or Reduction of the Commitments
	 	 	65	 
	SECTION 2.07 Repayment of Advances
	 	 	66	 
	SECTION 2.08 Interest on Advances
	 	 	74	 
	SECTION 2.09 Interest Rate Determination
	 	 	74	 
	SECTION 2.10 Optional Conversion of Advances
	 	 	77	 
	SECTION 2.11 Prepayments of Term Advances, Revolving Credit Advances and Swing Line
Advances
	 	 	77	 
	SECTION 2.12 Increased Costs
	 	 	80	 
	SECTION 2.13 Illegality
	 	 	81	 
	SECTION 2.14 Payments and Computations
	 	 	82	 
	SECTION 2.15 Taxes
	 	 	83	 
	SECTION 2.16 Sharing of Payments, Etc.
	 	 	86	 
	SECTION 2.17 Evidence of Debt
	 	 	86	 
	SECTION 2.18 Use of Proceeds
	 	 	87	 
	SECTION 2.19 Defaulting Lenders
	 	 	87	 
	SECTION 2.20 Replacement of Lenders
	 	 	90	 
	SECTION 2.21 Borrower Representative
	 	 	91	 
	SECTION 2.22 Public Offer
	 	 	91	 





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	 	 	Page	 
	ARTICLE III
	 	 	 	 
	 
	 	 	 	 
	CONDITIONS TO LENDING
	 	 	 	 
	 
	 	 	 	 
	SECTION 3.01 Conditions Precedent to the Initial Advances
	 	 	92	 
	SECTION 3.02 Conditions to all Advances
	 	 	95	 
	SECTION 3.03 Determinations Under Section 3.01
	 	 	96	 
	 
	 	 	 	 
	ARTICLE IV
	 	 	 	 
	 
	 	 	 	 
	REPRESENTATIONS AND WARRANTIES
	 	 	 	 
	 
	 	 	 	 
	SECTION 4.01 Representations and Warranties of the Borrowers
	 	 	96	 
	 
	 	 	 	 
	
	 	 	 	 
	ARTICLE V


COVENANTS OF THE COMPANY
	 	 	 	 
	SECTION 5.01 Affirmative Covenants
	 	 	104	 
	SECTION 5.02 Negative Covenants
	 	 	113	 
	SECTION 5.03 Company Net Total Leverage Ratio
	 	 	127	 
	ARTICLE VI
	 	 	 	 
	 
	EVENTS OF DEFAULT
	 	 	 	 
	SECTION 6.01 Events of Default
	 	 	128	 
	SECTION 6.02 Actions in Respect of the Letters of Credit upon Default
	 	 	132	 
	ARTICLE VII
	 	 	 	 
	 
	GUARANTY
	 	 	 	 
	SECTION 7.01 Guaranty
	 	 	132	 
	SECTION 7.02 Guaranty Absolute
	 	 	133	 
	SECTION 7.03 Waivers and Acknowledgments
	 	 	134	 
	SECTION 7.04 Subrogation
	 	 	135	 
	SECTION 7.05 Subordination
	 	 	135	 
	SECTION 7.06 Continuing Guaranty; Assignments
	 	 	136	 
	ARTICLE VIII
	 	 	 	 
	 
	THE AGENT
	 	 	 	 
	SECTION 8.01 Authorization and Action
	 	 	137	 
	SECTION 8.02 Agent’s Reliance, Etc.
	 	 	137	 
	SECTION 8.03 CBNA and Affiliates
	 	 	138	 
	SECTION 8.04 Lender Credit Decision
	 	 	138	 






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	 	 	Page	 
	SECTION 8.05 Indemnification
	 	 	138	 
	SECTION 8.06 Appointment as Agent and Administrator in Relation to German Collateral
	 	 	139	 
	SECTION 8.07 Successor Agent
	 	 	141	 
	SECTION 8.08 Other Agents
	 	 	141	 
	SECTION 8.09 Delegation of Duties
	 	 	142	 
	SECTION 8.10 Appointment for the Province of Québec
	 	 	142	 
	ARTICLE IX
	 	 	 	 
	 
	MISCELLANEOUS
	 	 	 	 
	SECTION 9.01 Amendments, Etc.
	 	 	143	 
	SECTION 9.02 Notices, Etc.
	 	 	145	 
	SECTION 9.03 No Waiver; Remedies
	 	 	146	 
	SECTION 9.04 Costs and Expenses
	 	 	146	 
	SECTION 9.05 Right of Set-off
	 	 	148	 
	SECTION 9.06 Binding Effect
	 	 	148	 
	SECTION 9.07 Assignments and Participations
	 	 	149	 
	SECTION 9.08 Confidentiality
	 	 	153	 
	SECTION 9.09 Designated Borrower
	 	 	153	 
	SECTION 9.10 Governing Law
	 	 	154	 
	SECTION 9.11 Execution in Counterparts
	 	 	154	 
	SECTION 9.12 Judgment
	 	 	155	 
	SECTION 9.13 Jurisdiction, Etc.
	 	 	155	 
	SECTION 9.14 Substitution of Currency
	 	 	156	 
	SECTION 9.15 No Liability of the Issuing Banks
	 	 	156	 
	SECTION 9.16 Patriot Act
	 	 	157	 
	SECTION 9.17 Release of Collateral
	 	 	157	 
	SECTION 9.18 Waiver of Jury Trial
	 	 	159	 
	SECTION 9.19 Parallel Debt
	 	 	159	 
	SECTION 9.20 Intercreditor Agreement
	 	 	160	 
	SECTION 9.21 Exceptions to the Application of the Bank Transaction Agreement
	 	 	160	 
	SECTION 9.22 Financial Assistance Australian Loan Party
	 	 	160	 






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SCHEDULES




	 	 	 

	I

	 	Commitments and Applicable Lending Offices
	II

	 	Designated Borrowers
	III

	 	Diversey Outstanding Indebtedness
	IV

	 	Specified Foreign Restructuring Transactions
	1.01(i)

	 	Unrestricted Subsidiaries
	1.01(ii)

	 	Subsidiary Guarantors
	2.01(e)

	 	Existing Letters of Credit
	4.01(c)(i)

	 	Owned Real Property
	4.01(c)(ii)

	 	Material Leased Real Property — Lessee
	4.01(l)

	 	Subsidiaries
	5.01(h)

	 	Collateral Jurisdictions and Excluded Collateral Jurisdictions
	5.01(m)

	 	Post-Closing Matters
	5.02(a)

	 	Liens
	5.02(b)

	 	Existing Indebtedness
	5.02(d)

	 	Investments
	5.02(e)

	 	Dispositions
	5.02(f)

	 	Fundamental Changes
	5.02(k)

	 	Sales and Leasebacks
	5.02(l)

	 	Negative Pledges






EXHIBITS




	 	 	 

	A

	 	Form of Revolving Credit Note
	B-1

	 	Form of Term A Note
	B-2

	 	Form of Term B Note
	C

	 	Form of Notice of Borrowing
	D

	 	Form of Assignment and Acceptance
	E-1

	 	Form of US Subsidiary Guaranty
	E-2

	 	Form of Foreign Subsidiary Guaranty
	F

	 	Form of Loan Certificate
	G

	 	Form of Solvency Certificate
	H-1

	 	Form of Opinion of Simpson Thacher & Bartlett LLP
	H-2

	 	Form of Opinion of Clifford Chance LLP
	H-3

	 	Form of Opinion of Special Counsel for certain Restricted Subsidiaries of the Company
	I

	 	[Reserved]
	J

	 	Form of Borrower Designation Agreement
	K

	 	Form of Mortgage
	L-1

	 	Form of U.S. Tax Compliance Certificate
	L-2

	 	Form of U.S. Tax Compliance Certificate
	L-3

	 	Form of U.S. Tax Compliance Certificate
	L-4

	 	Form of U.S. Tax Compliance Certificate
	M

	 	Auction Procedures






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SYNDICATED FACILITY AGREEMENT




          This SYNDICATED FACILITY AGREEMENT, dated as of October 3, 2011 (this “Agreement”),
made by and among SEALED AIR CORPORATION, a Delaware corporation (the “Company”), DIVERSEY
CANADA, INC., an Ontario corporation (the “CDN Borrower”), DIVERSEY CO., LTD., a Japanese
stock company (kabushiki kaisha) (the “JPY Borrower”), SEALED AIR B.V., a private limited
liability company (besloten vennootschap met beperkte aansprakelijkheid) under Dutch law, having
its statutory seat in Nijmegen, the Netherlands and registered with the trade register of the
Chambers of Commerce in the Netherlands under number 10025224 and DIVERSEY EUROPE B.V., a private
limited liability company (besloten vennootschap met beperkte aansprakelijkheid) under Dutch law,
having its statutory seat in Utrecht, the Netherlands and registered with the trade register of the
Chambers of Commerce in the Netherlands under number 30179832 (together, the “Euro
Borrowers”), SEALED AIR CORPORATION (US), a Delaware corporation (the “US Revolver
Borrower”), SEALED AIR LUXEMBOURG S.C.A., a société en commandite par actions incorporated and
existing under the laws of Luxembourg, with registered office at 16 avenue Pasteur, L-2310
Luxembourg and registered with the Luxembourg Register of Commerce and Companies under the number B
89671 (the “Lux Revolver Borrower”), CRYOVAC AUSTRALIA PTY LIMITED, ACN 004 207 532, a
company incorporated under the laws of Australia and SEALED AIR AUSTRALIA (HOLDINGS) PTY LTD, ACN
102 261 307, a company incorporated under the laws of Australia (together, the “Australian
Revolver Borrowers”) and certain Subsidiaries of the Company listed on Schedule II (each a
“Designated Borrower” and, collectively with the Company, the CDN Borrower, the JPY
Borrower, the Euro Borrowers, the US Revolver Borrower, the Lux Revolver Borrower and the
Australian Revolver Borrowers, the “Borrowers”), the banks, financial institutions and
other investors party hereunder as lenders (the “Initial Lenders”) and the initial issuing
banks (the “Initial Issuing Banks”) listed on the signature pages hereof, and CITIBANK,
N.A. (together with any of its Affiliates acting as Agent hereunder, “CBNA”), as Agent for
the Lenders (as hereinafter defined) and the Issuing Banks (in such capacity, and as agent for the
Secured Parties under the other Loan Documents, the “Agent”), CITIGROUP GLOBAL MARKETS INC.
(“CGMI”), MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (“MLPFS”), BNP PARIBAS
SECURITIES CORP (“BNPPSC”) and RBS SECURITIES INC. (“RBSSI”) as co-syndication
agents (in such capacity, the “Co-Syndication Agents”), joint lead arrangers (in such
capacity, the “Joint Lead Arrangers”) and joint bookrunning managers (in such capacity, the
“Joint Bookrunning Managers”), and COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,
“RABOBANK NEDERLAND”, NEW YORK BRANCH as documentation agent (in such capacity, the
“Documentation Agent”).



PRELIMINARY STATEMENTS:




          WHEREAS, the Company intends to acquire (the “Acquisition”) all of the Equity
Interests of Diversey Holdings, Inc., a Delaware corporation (“Diversey”), pursuant to an
Agreement and Plan of Merger (the “Merger Agreement”) dated as of May 31, 2011 by and among
the Company, Diversey and Solution Acquisition Corp., a Delaware corporation (“Merger
Sub”);



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          WHEREAS, the Borrowers have requested that concurrently with the consummation of the
Acquisition, (a) the Initial Lenders extend credit to the Company in an aggregate principal amount
of $794,610,042.74, under the Term A Facility (as hereinafter defined), (b) the Initial Lenders
extend credit to the CDN Borrower in an aggregate principal amount of $82,712,000.00, denominated
in CDN (as hereinafter defined), under the CDN Term A Facility (as hereinafter defined), (c) the
Initial Lenders extend credit to the JPY Borrower in an aggregate principal amount of
¥11,454,000,000.00, under the JPY Term A Facility (as hereinafter defined), (d) the Initial Lenders
extend credit to the Euro TLA Borrowers in an aggregate principal amount of €55,778,305.17, under
the Euro Term A Facility (as hereinafter defined) (e) the Initial Lenders extend credit to the
Company in an aggregate principal amount of $790,000,000.00, under the Term B Facility (as
hereinafter defined), (f) the Initial Lenders extend credit to the Euro TLB Borrowers in an
aggregate principal amount of €300,000,000.00, under the Euro Term B Facility (as hereinafter
defined), (g) the Initial Lenders and Initial Issuing Banks make available to the Borrowers from
time to time a US Revolving Credit Facility (as hereinafter defined) up to an aggregate principal
amount of $500,000,000, available in Dollars (as hereinafter defined) and (h) the Initial Lenders
and Initial Issuing Banks make available to the Borrowers from time to time a Multicurrency
Revolving Credit Facility (as hereinafter defined) up to the Equivalent of $200,000,000 available
in the Committed Currencies (as hereinafter defined), for the purposes specified in this Agreement;



          WHEREAS, in connection with the Acquisition, the Company intends to issue and sell Dollar
denominated senior unsecured notes on or before the consummation of the Acquisition in an amount up
to $1,500,000,000, in a public offering or in a Rule 144A or other private placement (the
“Senior Notes”);



          WHEREAS, in connection with the Acquisition, all material existing third party indebtedness
for borrowed money of Diversey and its Subsidiaries, other than the Indebtedness set forth on
Schedule III hereto, will be refinanced, defeased, repaid or satisfied and discharged in accordance
with the requirements of the applicable indentures and the credit facility and all liens other than
liens permitted to remain outstanding under the Loan Documents shall be discharged (the
“Diversey Refinancing”);



          WHEREAS, in connection with the Acquisition, all indebtedness under the Five Year Credit
Agreement (the “Existing Credit Agreement”), dated as of July 26, 2005 (as amended from
time to time) by and among Sealed Air Corporation, certain of its subsidiaries and CitiCorp USA,
Inc., as Agent, will be refinanced, repaid or satisfied and discharged in accordance with the
requirements thereof (the “Sealed Air Refinancing” and together with the Diversey
Refinancing, the “Refinancing”); and



          WHEREAS, the Initial Lenders, the Initial Issuing Banks and the Swing Line Bank are willing to
make available to the Borrowers the Term A Facility, the CDN Term A Facility, the JPY Term A
Facility, the Euro Term A Facility the Term B Facility, the Euro Term B Facility, the US Revolving
Credit Facility, the Multicurrency Revolving Credit Facility, the Swing Line Advances and Letters
of Credit upon the terms and subject to the conditions set forth herein;



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



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):



          “Acknowledgement Mandate” means a mandate for notarial acknowledgment of debt as
referred to in Section 5.01(n).



          “Acquisition” has the meaning given to such term in the Preliminary Statements hereto.



          “Advance” means an extension of credit by a Lender to a Borrower under Article
II in the form of a Term A Advance, a CDN Term A Advance, a JPY Term A Advance, a Euro Term A
Advance, a Term B Advance, a Euro Term B Advance, a US Revolving Credit Advance, a Multicurrency
Revolving Credit Advance, a Swing Line Advance, an Incremental Term Advance, an Incremental
Revolving Credit Advance, an Other Term Advance or an Other Revolving Credit 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,
directly or indirectly, 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.



          “Agent” has the meaning given to such term in the Preliminary Statements hereto.



          “Agent’s Account” means (a) in the case of Advances denominated in Dollars, the
account of the Agent maintained by the Agent at its office at 1615 Brett Road, Building #3, New
Castle, Delaware 19720, Account No. 36852248, Attention: Bank Loan Syndications, (b) in the case
of Advances denominated in any Foreign Currency, the account of the 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.



          “Agreement” has the meaning specified in the Preamble.



          “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.



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          “Applicable Margin” means, with respect to (a) the Term A Facility, the CDN Term A
Facility, the JPY Term A Facility, the Euro Term A Facility, the US Revolving Credit Facility and
the Multicurrency Revolving Credit Facility from time to time, (i) 2.50% per annum for Eurocurrency
Rate Advances and (ii) 1.50% per annum for Base Rate Advances; (c) the Term B Facility, from time
to time, (i) 4.00% per annum for Eurocurrency Rate Advances and (ii) 3.00% per annum for Base Rate
Advances; and (d) the Euro Term B Facility, from time to time, (i) 4.50% per annum for Eurocurrency
Rate Advances and (ii) 3.50% per annum for Base Rate Advances; provided that following the
Initial Financial Statement Delivery Date, the Applicable Margin with respect to the Term A
Facility, the CDN Term A Facility, the JPY Term A Facility, the Euro Term A Facility, the US
Revolving Credit Facility and the Multicurrency Revolving Credit Facility shall be determined by
reference to the table below, based on the Net Total Leverage Ratio set forth in, and determined
based on, the most recent financial statements and Compliance Certificate delivered to the Agent
under Section 5.01(a)(i) or (ii), and Section 5.01(a)(iii) hereof:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Applicable	 
	 	 	 	 	 	 	 	 	 	 	Applicable Margin	 	 	Applicable	 	 	Margin for	 
	 	 	 	 	 	 	 	 	 	 	for Eurocurrency	 	 	Margin for Base	 	 	Eurocurrency	 
	 	 	 	 	 	 	 	 	 	 	Rate Term A	 	 	Rate US	 	 	Rate Revolving	 
	 	 	 	 	 	 	Applicable	 	 	Advances, CDN	 	 	Revolving Credit	 	 	Credit Advances	 
	 	 	 	 	 	 	Margin for	 	 	Term A Advances,	 	 	Advances and	 	 	and	 
	 	 	 	 	Net Total	 	Base Rate	 	 	JPY Term A	 	 	Multicurrency	 	 	Multicurrency	 
	Pricing	 	 	Leverage	 	Term A	 	 	Advances and Euro	 	 	Revolving Credit	 	 	Revolving Credit	 
	Level	 	 	Ratio	 	Advances	 	 	Term A Advances	 	 	Advances	 	 	Advances	 
	 	1	 	 	Less than or equal
to 2.75:1.00
	 	 	1.25	%	 	 	2.25	%	 	 	1.25	%	 	 	2.25	%
	 	2	 	 	Greater than
2.75:1.00
	 	 	1.50	%	 	 	2.50	%	 	 	1.50	%	 	 	2.50	%





Notwithstanding the foregoing, if at any time after the Initial Financial Statement Delivery
Date the Company shall fail to deliver financial statements to the Agent in accordance with
Section 5.01(a)(i) or 5.01(a)(ii), as applicable, then the Applicable Margin shall
thereafter be determined by reference to Pricing Level 2 in the table above until such time as the
Company shall again be in compliance with Sections 5.01(a)(i) and 5.01(a)(ii).




          “Approved Fund” means any Person (other than a natural person) that is or will be
engaged in making, purchasing, holding or otherwise investing in commercial loans and similar
extensions of credit in the ordinary course of its activities and that is administered or managed
by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that
administers or manages a Lender.



          “Asset Disposition” means the disposition of any or all of the assets (including,
without limitation, any Equity Interest owned thereby) of any Loan Party, in one transaction or a
series of transactions, whether by sale, lease, transfer or otherwise; provided that “Asset
Dispositions” shall not include any transaction (or series of related transactions), the Net Cash
Proceeds of which do not exceed $10,000,000.



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          “Assignment and Acceptance” means an assignment and acceptance entered into by a
Lender and an Eligible Assignee, and accepted by the Agent, in substantially the form of Exhibit D
hereto.



          “Associate” has the meaning given to it in Section 128F(9) of the Australian Tax Act.



          “AU$” has the meaning specified in the definition of “Committed Currencies”, below.



          “Auction” shall have the meaning assigned to such term in Section 2.11(c).



          “Auction Prepayment” shall have the meaning assigned to such term in Section 2.11(c).



          “Australian Bill Rate Advance” means an Advance that bears interest at a rate based
upon the Australian Bill Rate pursuant to the applicable Notice of Borrowing.



          “Australian Bill Rate” means, for any Interest Period, (i) the rate per annum quoted
as the average bid rate on the Reuters monitor system page BBSY (or any page that replaces that
page) at or about 10:30 A.M. (Sydney time) on the first day of such Interest Period for a tenor
equal to (or not more than two Business Days shorter or longer than) such Interest Period; or (ii)
if no average bid rate is published for that tenor in accordance with clause (i) above, the rate
per annum determined by the Agent to be equal to the arithmetic mean (rounded upwards, if
necessary, to four decimal places) of the respective rates (if two or more), as quoted to the Agent
at its request by each applicable Reference Bank for the purchase of bills of exchange accepted by
that Reference Bank which have a tenor equal to (or no more than two Business Days shorter or
longer than) such Interest Period and a principal amount equal to the amount of the relevant
Advance at or about 10:30 A.M. (Sydney time) on such day; or (iii) if the Australian Bill Rate
cannot be determined in accordance with clauses (i) or (ii) above, then the bid rate available to
the Agent at about 10:30 A.M. (Sydney time) on such day as conclusively determined in good faith by
the Agent giving regard to comparable indices then available in the then current market for bank
accepted bills of exchange having a tenor as described above.



          “Australian Borrower” means any Borrower who is a resident of Australia for the
purposes of the Australian Tax Act, or the Income Tax Assessment Act 1997 (Australia), as the
context requires.



          “Australian Loan Party” means an Australian Borrower or a Subsidiary Guarantor
incorporated, organized or established under the laws of the Commonwealth of Australia.



          “Australian Revolver Borrowers” has the meaning specified in the Preamble.



          “Australian PPSA” means the Personal Property Securities Act 2009 (Cwlth) Australia
(as amended from time to time).



          “Australian Tax Act” means the Income Tax Assessment Act 1936 (Cwlth).



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5









 





          “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).



          “Available Basket Amount” means, on any date of determination, an amount equal to (a)
the Cumulative Retained Excess Cash Flow Amount on such date, minus (b) the sum of (i) any
amounts used to make investments and advances pursuant to Section 5.02(d)(xiii) after the
Closing Date and on or prior to such date, (ii) any amounts used to make Restricted Payments
pursuant to Sections 5.02(c)(v) or (vii) after the Closing Date and on or prior to
such date and (iii) any amounts used to make Restricted Junior Payments pursuant to Section
5.02(m)(ii) after the Closing Date and on or prior to such date.



          “Bankruptcy Code” has the meaning specified in Section 6.01(e).



          “Bankruptcy Law” means the Bankruptcy Code, or any similar foreign, federal or state
law for the relief of debtors.



          “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 CBNA in New York, New York, from time to
time, as CBNA’s base rate; and




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




     (c) the rate equal to the Eurocurrency Rate for an Interest Period of one month for
each day that a Base Rate Advance is outstanding (and in respect of any day that is not a
Business Day, the Eurocurrency Rate as in effect on the immediately preceding Business Day)
plus 1%.



          “Base Rate Advance” means a Revolving Credit Advance, a Term A Advance, a Term B
Advance, a Swing Line Advance, an Incremental Revolving Credit Advance or an Incremental Term
Advance, in each case denominated in Dollars, that bears interest as provided in Section
2.08(a)(i).



          “Borrower Designation Agreement” means, with respect to any Subsidiary, an agreement
in the form of Exhibit J hereto signed by such Subsidiary and the Company.



          “Borrowers” has the meaning specified in the Preamble.



          “Borrowing” means a Revolving Credit Borrowing, a Term A Borrowing, a CDN Term A
Borrowing, a JPY Term A Borrowing, a Euro Term A Borrowing, a Term B Borrowing, a Euro Term B
Borrowing, a Swing Line Borrowing or an Incremental Borrowing, as applicable.



          “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 any Eurocurrency
Rate Advances, 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



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Eurocurrency Rate
Advance (or, in the case of an Advance denominated in Euro, on which the Trans-European Automated
Real-Time Gross Settlement Express Transfer (TARGET) System is open); provided that, when
used in connection with an Australian Bill Rate Advance, the term “Business Day” shall also exclude
any day on which Australian banks are not open for dealings in Australian Dollar deposits in
Melbourne and Sydney, Australia.



          “Canadian Defined Benefit Plan” means any Canadian Pension Plan that contains a
“defined benefit provision” as defined in subsection 147.1(1) of the Income Tax Act (Canada).



          “Canadian Pension Event” shall mean (a) the termination in whole or in part of any
Canadian Pension Plan that contains a defined benefit provision, (b) a material change in the
funded status of a Canadian Pension Plan, (c) the merger of a Canadian Pension Plan, of which a
Borrower or a Restricted Subsidiary is the administrator or plan sponsor, with another pension
plan, where either plan contains a defined benefit provision and has at any time been funded by a
trust, (d) a material change in the contribution rates payable by a Borrower to a Canadian Pension
Plan, (e) the receipt by a Borrower of any notice concerning liability arising from the withdrawal
or partial withdrawal of a Borrower or any other party from a Canadian Pension Plan, (f) the
occurrence of an event under the Income Tax Act (Canada) that could reasonably be expected to
affect the registered status of any Canadian Pension Plan, (g) the receipt by a Borrower of any
order or notice of intention to issue an order from the applicable pension standards regulator or
Canada Revenue Agency that could reasonably be expected to affect the registered status or cause
the termination (in whole or in part) of any Canadian Pension Plan that contains a defined benefit
provision, (h) the receipt of notice by a Canadian Borrower from the administrator, the funding
agent or any other person of any failure to remit contributions to a Canadian Pension Plan by the
applicable Canadian Borrower, (i) the adoption of any amendment to a Canadian Pension Plan that
would require the provision of security pursuant to applicable law, (j) the issuance of either any
order (including an order to remit delinquent contributions) or charges that may give rise to the
imposition of any material fines or penalties in respect of any Canadian Pension Plan or the
issuance of such material fines or penalties or (k) any other event or condition with respect to a
Canadian Pension Plan that could reasonably be expected to result in (i) a lien, (ii) any
acceleration of any statutory requirements to fund all or a substantial portion of the unfunded
liabilities of such plan, or (iii) any liability of a Borrower or a Restricted Subsidiary in excess
of $75,000,000.



          “Canadian Pension Plan” means any plan, program or arrangement that is a “registered
pension plan” as defined in the Income Tax Act (Canada) or is subject to the funding requirements
of applicable provincial or federal pension benefits standards legislation in any Canadian
jurisdiction, or any other plan organized and administered to provide pensions (but for greater
certainty not including a registered retirement savings plan, supplemental employee retirement
plan, deferred profit sharing plan or similar plan or arrangement), which is sponsored,
administered, maintained or contributed to by or to which there is or may be an obligation to
contribute by any Borrower or Restricted Subsidiary in respect of any person’s employment in Canada
with any Borrower or Restricted Subsidiary, other than government sponsored plans.



          “Capital Expenditure” means any expenditure or obligation which in accordance with
GAAP is or should be treated as a capital expenditure, including the capital element of any
expenditure or obligation incurred in connection with a finance or Capital Lease.



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          “Capital Lease” means any lease of property which, in accordance with generally
accepted accounting principles, would be required to be capitalized on the balance sheet of the
lessee.



          “Capital Lease Obligations” means, as to any Person, the obligations of such Person to
pay rent or other amounts under a Lease of (or other agreement conveying the right to use) real
and/or personal property, which obligations are required to be classified and accounted for as a
capital lease on a balance sheet of such Person under GAAP and, for purposes of this Agreement,
the amount of such obligations shall be the capitalized amount thereof, determined in accordance
with GAAP; provided that obligations that are recharacterized as Capital Lease Obligations
due to a change in GAAP after the Closing Date shall not be treated as Capital Lease Obligations
for any purpose under this Agreement regardless of the time at which such obligation is incurred;
provided further that obligations that are Capital Lease Obligations as of the
Closing Date and are recharacterized as not constituting Capital Lease Obligations due to a change
in GAAP after the Closing Date shall be treated as Capital Lease Obligations under this Agreement.



          “Cash Collateralize” means, in respect of an obligation, provide and pledge (subject
to a first priority perfected security interest) cash collateral in Dollars (or any other currency
reasonably satisfactory to the Agent), at a location and pursuant to documentation in form and
substance reasonably satisfactory to the Agent and the relevant Issuing Bank or Swing Line Bank, as
the case may be (and “Cash Collateralization” shall have a meaning correlative to the
foregoing).



          “Cash Management Obligations” means, as applied to any Person, any direct or indirect
liability, contingent or otherwise, of such Person in respect of cash management services
(including treasury, depository, overdraft (daylight and temporary), credit or debit card,
electronic funds transfer and other cash management arrangements) provided by the Agent, any Lender
or any Affiliate thereof at the time such Cash Management Obligations are entered into, including
obligations for the payment of fees, interest, charges, expenses, attorneys’ fees and disbursements
in connection therewith to the extent provided for in the documents evidencing such cash management
services.



          “Cash Equivalents” means Investments in (a) direct obligations of, or obligations
unconditionally guaranteed by, the United States of America or any agency or instrumentality
thereof (provided that the full faith and credit of the United States of America is pledged in
support thereof), having maturities of less than one year; (b) U.S. Dollar-denominated time
deposits, certificates of deposit and banker’s acceptances of any commercial bank organized under
the laws of the United States of America or any state thereof having combined capital and surplus
of not less than $500,000,000, whose short-term commercial paper rating from S&P is at least A-1 or
from Moody’s is at least P-1 (each an “Approved Bank”) with maturities of not more than one
year from the date of investment; (c) commercial paper issued by, or guaranteed by, an Approved
Bank or by the parent company of an Approved Bank, or issued by, or
guaranteed by, any company with a short-term debt rating of at least A-1 by S&P and P-1 by
Moody’s, in each case maturing within one year from the date of investment; and (d) repurchase
agreements with a term of less than one year for underlying securities of the types described in
clauses (b) and (c) entered into with an Approved Bank; (e) any money market fund that meets



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the
requirements of Rule 2a-7(c)(2), (3) and (4) promulgated under the Investment Company Act of 1940,
as amended; and (f) any other fund or funds making substantially all of their Investments in
Investments of the kinds described in clauses (a) through (d) above.



          “Cash on Hand” means, on any day, the amount of cash and Cash Equivalents of the
Company and its Restricted Subsidiaries as set forth on the balance sheet of the Company as of such
day (it being understood that such amount shall exclude in any event any cash and Cash Equivalents
identified on such balance sheet as “restricted” (other than cash or Cash Equivalents which are
subject to a perfected security interest under the Collateral Documents) or otherwise subject to a
security interest in favor of any other Person (other than (i) security interests under the
Collateral Documents, (ii) customary liens imposed by the applicable deposit bank in the ordinary
course of business and (iii) any non-consensual security interests permitted by the Loan
Documents)).



          “CBNA” has the meaning specified in the preamble to this Agreement.



          “CDN” has the meaning specified in the definition of “Committed Currencies”, below.



          “CDN Borrower” has the meaning specified in the Preamble.



          “CDN Term A Advance” means an Advance made by any CDN Term A Lender under the CDN Term
A Facility.



          “CDN Term A Borrowing” means a borrowing consisting of simultaneous CDN Term A
Advances of the same Type and, in the case of Eurocurrency Rate Advances, having the same Interest
Period made by each of the CDN Term A Lenders pursuant to Section 2.01(a)(ii).



          “CDN Term A Commitment” means, as to each CDN Term A Lender, its obligation to make
CDN Term A Advances to the CDN Borrower pursuant to Section 2.01(a)(ii) in an aggregate
principal amount at any one time outstanding not to exceed the amount set forth opposite such CDN
Term A Lender’s name on Schedule I under the caption “CDN Term A Commitment” or opposite
such caption in the Assignment and Acceptance pursuant to which such CDN Term A Lender becomes a
party hereto, as applicable, as such amount may be adjusted from time to time in accordance with
this Agreement.



          “CDN Term A Facility” means, at any time, (a) on or prior to the Closing Date, the
aggregate amount of the CDN Term A Commitments at such time and (b) thereafter, the aggregate
principal amount of the CDN Term A Advances of all CDN Term A Lenders outstanding at such time.



          “CDN Term A Lender” means (a) at any time on or prior to the Closing Date, any Lender
that has a CDN Term A Commitment at such time and (b) at any time after the Closing Date, any
Lender that holds CDN Term A Advances at such time.



          “CDN Term A Note” means a promissory note made by the CDN Borrower in favor of a CDN
Term A Lender evidencing CDN Term A Advances made by such CDN Term A Lender, substantially in the
form of Exhibit B-1.



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          “Change of Control” means the occurrence of either of the following: (i) any “Person”
or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), excluding an
employee benefit or stock ownership plan of the Company, is or shall become the “beneficial owner”
(as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of 40% or
more on a fully diluted basis of the voting stock of the Company or shall have the right to elect a
majority of the directors of the Company or (ii) the Board of Directors of the Company shall cease
to consist of a majority of Continuing Directors.



          “Closing Date” means October 3, 2011.



          “Code of Banking Practice” means the Code of Banking Practice published by the
Australian Bankers’ Association.



          “Collateral” means all of the “Collateral” and “Mortgaged Property”
referred to in the Collateral Documents and all of the other property that is under the terms of
the Collateral Documents, subject to Liens in favor of the Agent for the benefit of the Secured
Parties as security for the Secured Obligations.



          “Collateral Documents” means, collectively, the Security Agreement, the Intellectual
Property Security Agreements, the Mortgages, each of the mortgages, collateral assignments,
security agreements, share pledge agreements or other similar agreements and each of the other
agreements, instruments or documents that creates or purports to create a Lien in favor of the
Agent for the benefit of the Secured Parties as security for the Secured Obligations.



          “Commitment” means a Revolving Credit Commitment, a Term Commitment, an Incremental
Term Commitment, an Incremental Revolving Credit Commitment or a Letter of Credit Commitment, as
applicable.



          “Commitment Letter” means the amended and restated senior secured credit facilities
commitment letter, dated as of June 17, 2011, among the Company, the Lead Arrangers and certain of
their respective Affiliates.



          “Commitment Fee” has the meaning specified in Section 2.05.



          “Committed Currencies” means (i) lawful currency of Australia (“AU$”)
available to be drawn by the Australian Revolver Borrowers, (ii) Euros available to be drawn by the
Lux Revolver Borrower and (iii) lawful currency of Canada (“CDN”), Dollars and Euros
available to be drawn by the US Revolver Borrower.



          “Compliance Certificate” has the meaning specified in Section 5.01(a)(iii).



          “Confidential Information” has the meaning specified in Section 9.08.



          “Consideration” means, in respect of any acquisition by a Loan Party of any Equity
Interest in, or assets of, any Person, the sum of (without duplication): (a) the aggregate
consideration payable by any or all Loan Parties in respect of such acquisition, including (without
limitation) any consideration payable by any Loan Party in respect of such acquisition, any
Indebtedness made available by any Loan Party to or incurred by any Loan Party for the



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account of
such Person in connection with such acquisition, and any Indebtedness incurred or assumed by any
Loan Party in connection with such acquisition; and (b) the aggregate amount of Indebtedness of
such Person and/or its Subsidiaries that is outstanding (whether or not due and payable) as at the
date of such acquisition or, if less, such portion thereof for which a Loan Party is directly
responsible.



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



          “Consolidated Assets” means, at any date, the total assets of the Company and its
Restricted Subsidiaries as at such date determined on a Consolidated basis in accordance with GAAP.



          “Consolidated Debt” means, at any time, (a) all Indebtedness (other than Contingent
Obligations) of the Company and its Restricted Subsidiaries determined on a Consolidated basis plus
(b) principal and accrued interest associated with all W.R. Grace Liability.



          “Consolidated Interest Expense” for any period means total interest expense (including
amounts properly attributable to interest with respect to Capital Lease Obligations and
amortization of debt discount and debt issuance costs and the W.R. Grace Liability) of the Company
and its Restricted Subsidiaries on a Consolidated basis for such period.



          “Consolidated Net Debt” means, at any time, Consolidated Debt less Cash on
Hand.



          “Consolidated Net Tangible Assets” means, with respect to the Company, as of any date
of determination, the total assets less the sum of goodwill and other intangible assets, in each
case reflected on the Consolidated balance sheet of such Person and its Restricted Subsidiaries as
of the end of the most recently ended fiscal quarter of such Person for which financial statements
have been delivered to the Agent pursuant to clause (a)(i) or (a)(ii), as
applicable, of Section 5.01, determined on a Consolidated basis.



          “Consolidated Total Secured Indebtedness” means, as of any date of determination, the
Consolidated Net Debt which is secured by any Lien on any property or assets of the Company or one
or more of its Restricted Subsidiaries.



          “Contingent Obligation” means, as to any Person, any obligation of such Person
guaranteeing any Indebtedness (“primary obligations”) of any other Person (the “primary
obligor”) in any manner, whether directly or indirectly, including, without limitation, any
obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation
or any property constituting direct or indirect security therefor, (ii) to advance or supply funds
(x) for the purchase or payment of any such primary obligation or (y) to maintain working capital
or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor, (iii) to purchase property, securities or services primarily for the purpose
of assuring the owner of any such primary obligation of the ability of the primary obligor to make
payment of such primary obligation or (iv) otherwise to assure or hold harmless the holder of such
primary obligation against loss in respect thereof; provided, however, that the
term Contingent Obligation shall not include endorsements of instruments for deposit or collection
in



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the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be
an amount equal to the amount such Person guarantees but in any event not more than the stated or
determinable amount of the primary obligation in respect of which such Contingent Obligation is
made or, if not stated or determinable, the maximum reasonably anticipated liability in respect
thereof (assuming such Person is required to perform thereunder) as determined by such Person in
good faith.



          “Continuing Directors” means the directors of the Company after giving effect to the
Acquisition and each other director, if such director’s nomination for election to the Board of
Directors of the Company is recommended by a majority of the then Continuing Directors.



          “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 2.10.



          “Covenant Suspension Event” shall have the meaning assigned to such term in Section
5.02.



          “Corporations Act” means the Corporations Act 2011 (Cwlth) Australia.



          “Cumulative Retained Excess Cash Flow Amount” means, at any date, an amount, not less
than zero, determined on a cumulative basis, equal to the amount of Excess Cash Flow for the
applicable Excess Cash Flow Period that is not required to be applied in accordance with
Section 2.11(b)(iii).



          “Debt Instruments” means, collectively, the respective notes and debentures
evidencing, and indentures and other agreements governing, any Indebtedness.



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



          “Default” means any Event 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 2.19(c), (i) any
Lender that has failed for two or more Business Days to comply with its obligations under this
Agreement to make an Advance (except if such failure is the result of a good faith dispute between
the Lender and the Borrower), make a payment to a Issuing Bank in respect of a Letter of Credit,
make a payment to the Swing Line Bank in respect of a Swing Line Advance or make any other payment
due hereunder (each, a “funding obligation”), (ii) any Lender that has notified
the Agent, the Borrower, the Issuing Banks or the Swing Line Bank in writing, or has stated
publicly, that it does not intend to comply with its funding obligations hereunder or under other
agreements in which it commits to extend credit, (iii) any Lender that has defaulted on its funding
obligations under any other loan agreement or credit agreement (except if such default is the
result of a good faith dispute between such Lender and the borrower thereto), (iv) any Lender



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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 or under other agreements in which it commits to extend credit (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 (provided, in each case, that neither the reallocation of funding obligations
provided for in Section 2.19(b) as a result of a Lender’s being a Defaulting Lender nor the
performance by Non-Defaulting Lenders of such reallocated funding obligations will by themselves
cause the relevant Defaulting Lender to become a Non-Defaulting Lender). 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 2.19(c)) upon notification of such determination by the Agent to the
Company, the Issuing Banks, the Swing Line Bank and the Lenders.



          “Designated Borrower” means any direct or indirect Wholly-Owned Subsidiary of the
Company designated for borrowing privileges under this Agreement pursuant to Section 9.09.



          “Disposition” or “Dispose” means the sale, transfer, license, sublicense,
lease or other disposition (including any sale and leaseback transaction) of any property by any
Person, including any sale, assignment, transfer or other disposal, with or without recourse, of
any notes or accounts receivable or any rights and claims associated therewith; provided
that the term Disposition specifically excludes (i) the sale, transfer, license, sublicense, lease
or other disposition of obsolete or worn out property, whether now owned or hereafter acquired, in
the ordinary course of business, (ii) the sale, transfer, license, sublicense, lease or other
disposition of receivables, inventory and other current assets in the ordinary course of business,
and (iii) the sale, transfer, license, sublicense, lease or other disposition of property by any
Restricted Subsidiary to the Company or to another Restricted Subsidiary; provided that if
the transferor of such property is a Guarantor, the transferee thereof must either be the Company
or a Guarantor.



          “Diversey” has the meaning specified in the Preliminary Statements.



          “Diversey Refinancing” has the meaning specified in the Preliminary Statements.



          “Diversey Material Adverse Effect” means any event, change, development, effect or
occurrence that has been or would reasonably be expected to be materially adverse to the business,
assets, condition (financial or otherwise) or results of operations of Diversey and the “Dish
Subsidiaries” (as defined in the Merger Agreement) taken as a whole; provided, that in
determining whether a Diversey Material Adverse Effect has occurred, there shall be excluded any
effect to the extent resulting from the following, either alone, or in combination: (i) any
event, change, development, effect or occurrence or event generally affecting the businesses
or industries in which Diversey and the Dish Subsidiaries operate (including general pricing
changes), (ii) changes in general economic or business conditions, including changes in the
financial, securities or credit markets, or changes in such conditions in any area in which
Diversey or the Dish Subsidiaries operate, (iii) changes in global or national political conditions



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(including any outbreak or escalation of hostilities, declared or undeclared acts of war or
terrorism), (iv) except with respect to the representations and warranties contained in Section
3.5 of the Merger Agreement, the negotiation, execution or announcement of the Merger Agreement
(including losses or threatened losses of the relationships of Diversey or the Dish Subsidiaries
with customers, distributors, suppliers, or franchisees) and the transactions contemplated thereby,
(v) any action or omission (A) required or permitted by the Merger Agreement or (B) pursuant to the
written consent of, or any action otherwise taken by, the Company or its Affiliates, (vi) the
failure of Diversey to meet any internal or published projections, forecasts or revenue or earning
predictions for any period (provided that the underlying causes of such failure may be
considered in determining whether there is a Diversey Material Adverse Effect), (vii) any change in
the trading prices of Diversey’s 10.5% Senior Notes due 2020 and “DI’s” (as defined in the
Merger Agreement) 8.25% Senior Notes due 2019 (provided that the underlying causes of such
change may be considered in determining whether there is a Diversey Material Adverse Effect),
(viii) (A) changes in accounting requirements or principles or (B) any changes in applicable Laws
(as defined in the Merger Agreement) or interpretations thereof, or (ix) seasonal fluctuations in
the business of Diversey and the Dish Subsidiaries (in each of the foregoing clause (i), (ii),
(iii) and (viii)(B), to the extent such effect does not disproportionately affect Diversey and the
Dish Subsidiaries in relation to others in the same businesses or industries in which Diversey and
the Dish Subsidiaries operate).



          “Dollars” and the “$” sign each means lawful currency of the United States of
America.



          “Domestic Lending Office” means, with respect to any Lender, the office of such Lender
specified as its “Domestic Lending Office” opposite its name on Schedule I hereto or in the
Assignment and Acceptance pursuant to which it became a Lender, or such other office of such Lender
as such Lender may from time to time specify to the Company and the Agent.



          “Domestic Loan Party” means any Loan Party organized under the laws of the United
States or any state thereof.



          “Domestic Subsidiary” means any Subsidiary of the Company other than a Foreign
Subsidiary.



          “EBITDA” for any period means the Consolidated net income (or loss) of the Company and
its Restricted Subsidiaries for such period, adjusted by adding thereto (or subtracting in the case
of a gain) the following amounts to the extent deducted or included, as applicable, and without
duplication, when calculating Consolidated net income (a) Consolidated Interest Expense, (b) income
taxes, (c) any extraordinary gains or losses, (d) gains or losses from sales of assets (other than
from sales of inventory in the ordinary course of business), (e) all amortization of goodwill and
other intangibles, (f) depreciation, (g) all non-cash contributions or accruals to or with respect
to pension plans, deferred profit sharing or compensation plans, (h)
any non-cash gains or losses resulting from the cumulative effect of changes in accounting
principles, (i) restructuring charges that are not paid in cash, (j) cash restructuring and
integration charges in connection with the Transactions incurred (but not necessarily paid) within
24 months of the Closing Date (provided, that in no event shall the amount subtracted in
any period under this clause (j) exceed an amount that is equal to 10.0% of the total Consolidated
Amount of



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EBITDA for such period, calculated, solely for this purpose, without subtracting any
amount under this clause (j)), (k) the aggregate amount of any premium, make-whole or penalty
payments actually paid in cash by the Company and the Restricted Subsidiaries during such period
that are required to be made in connection with any prepayment of Existing Sealed Air Notes in an
amount not to exceed $60,000,000, (l) the aggregate amount of any premium, make-whole or penalty
payments actually paid in cash by the Company and the Restricted Subsidiaries during such period
that are required to be made in connection with any prepayment of Existing Diversey Notes in an
amount not to exceed $225,000,000, (m) commissions, fees and expenses paid in cash in connection
with the repayment of any Indebtedness, any Permitted Acquisition, any Disposition, any Debt
Incurrence, the Transactions or any equity issuance, (n) non cash charges resulting from accounting
adjustments to goodwill or impairment and intangible charges in connection therewith, (o) any
income or loss accounted for by the equity method of accounting (except in the case of income to
the extent of the amount of cash dividends or cash distributions paid to the Company or any of its
Subsidiaries by the entity accounted for by the equity method of accounting), (p) any non-cash
expenses and charges (excluding non-cash charges that are accrued or reserved for cash charges in a
future period), (q) restructuring charges paid in cash in an amount not to exceed $10,000,000 and
(r) any costs, expenses or charges in connection with the EPC Transactions; provided that
there shall be included in such determination for such period all such amounts attributable to any
entity acquired during such period pursuant to an acquisition to the extent not subsequently sold
or otherwise disposed of during such period for the portion of such period prior to such
acquisition; provided further that any amounts added to Consolidated net income
pursuant to clause (g) above for any period shall be deducted from Consolidated net income
for the period, if ever, in which such amounts are paid in cash by the Company or any of its
Restricted Subsidiaries. Notwithstanding anything herein to the contrary EBITDA for the fiscal
quarters ending as of March 31, 2011 and June 30, 2011 shall be $249,900,000 and $300,900,000
respectively.



          “Eligible Assignee” means (i) a Lender; (ii) an Affiliate of a Lender; and (iii) any
other Person approved by the Agent, each Issuing Bank and, unless an Event of Default under
clause (a) or (e) of Section 6.01 has occurred and is continuing at the
time any assignment is effected in accordance with Section 9.07, the Company, such
approvals not to be unreasonably withheld or delayed; provided, however, that
neither the Company nor any Affiliate of the Company shall qualify as an Eligible Assignee,
except with respect to purchases of Loans by the Company made in accordance with the terms
of Section 2.11(c) of this Agreement.



          “EMU” means the Economic and Monetary Union as contemplated by the Treaty on European
Union.



          “Environmental Claims” means any and all administrative, regulatory or judicial
actions, suits, demand letters, claims, liens, notices of non-compliance or violation,
investigations or proceedings relating in any way to any violation (or alleged violation) by the
Company or any of its Subsidiaries under any Environmental Law (hereafter “Claims”) or any
permit issued under any such law, including, without limitation, (a) any and all Claims by
governmental or regulatory authorities for enforcement, cleanup, removal, response, remedial or
other actions or damages pursuant to any applicable Environmental Law, and (b) any and all Claims
by any third party seeking damages, contribution, indemnification, cost recovery,



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compensation or
injunctive relief resulting from Hazardous Materials or arising from alleged injury or threat of
injury to the environment.



          “Environmental Law” means any foreign, federal, state or local statute, law, rule,
regulation, ordinance, code, policy or rule of common law now or hereafter in effect and in each
case as amended, and any judicial or administrative interpretation thereof, including any judicial
or administrative order, consent, decree or judgment, relating to the environment or Hazardous
Materials.



          “EPC Transactions” means the transactions related to the reorganization of the
Company’s European operations to function under a centralized management and value chain model.



          “Equity Interests” means, with respect to any Person, any of the shares of capital
stock of (or other ownership or profit interests in) such Person, any of the warrants, options or
other rights for the purchase or acquisition from such Person of shares of capital stock of (or
other ownership or profit interests in) such Person, any of the securities convertible into or
exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person
or warrants, rights or options for the purchase or acquisition from such Person of such shares (or
such other interests), and any of the other ownership or profit interests in such Person (including
partnership, member or trust interests therein), whether voting or nonvoting, and whether or not
such shares, warrants, options, rights or other interests are outstanding on any date of
determination.



          “Equivalent” means the equivalent in Dollars of such Foreign Currency or of such
Foreign Currency in Dollars, as applicable, as determined by the Agent using the Spot Rate to
exchange Dollars for such Foreign Currency or for such Foreign Currency to Dollars, as applicable,
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. Section references to
ERISA are to ERISA, as in effect at the date of this Agreement and any subsequent provisions of
ERISA amendatory thereof, supplemental thereto or substituted therefor.



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



          “EURIBO Rate” means the rate appearing on Reuters Page EURIBOR01 (or on any successor
or substitute page of such Service, or any successor to or substitute for such Service, providing
rate quotations comparable to those currently provided on such page of such Service, as determined
by the Agent from time to time for purposes of providing quotations of interest rates applicable to
deposits in Euro by reference to the Banking Federation of the European Union Settlement Rates for
deposits in Euro) at approximately 10:00 A.M., London
time, two Business Days prior to the commencement of such Interest Period, as the rate for
deposits in Euro with a maturity 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 1/16 of 1% per
annum, if such average is not such a multiple) of the respective rates per annum at which



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deposits
in Euros 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 Borrowing to be outstanding during such Interest
Period and for a period equal to such Interest Period (subject, however, to the provisions of
Section 2.09).



          “Euro” means the lawful currency of the European Monetary 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.



          “Euro Borrowers” means the Euro TLA Borrowers and/or the Euro TLB Borrowers as the
context requires.



          “Euro Term A Advance” means an advance made by any Euro Term A Lender under the Euro
Term A Facility.



          “Euro Term A Borrowing” means a borrowing consisting of simultaneous Euro Term A
Advances of the same Type and, in the case of Eurocurrency Rate Advances, having the same Interest
Period made by each of the Euro Term A Lenders pursuant to Section 2.01(a)(iv).



          “Euro Term A Commitment” means, as to each Euro Term A Lender, its obligation to make
Euro Term A Advances to the Euro TLA Borrowers pursuant to Section 2.01(a) in an aggregate
principal amount at any one time outstanding not to exceed the amount set forth opposite such Euro
Term A Lender’s name on Schedule I under the caption “Euro Term A Commitment”.



          “Euro Term A Facility” means, at any time, (a) on or prior to the Closing Date, the
aggregate amount of the Euro Term A Commitments at such time and (b) thereafter, the aggregate
principal amount of the Euro Term A Advances of all Euro Term A Lenders outstanding at such time.



          “Euro Term A Lender” means (a) at any time on or prior to the Closing Date, any Lender
that has a Euro Term A Commitment at such time and (b) at any time after the Closing Date, any
Lender that holds Euro Term A Advances at such time.



          “Euro Term A Note” means a promissory note made by the Euro TLA Borrowers in favor of
a Euro Term A Lender evidencing Euro Term A Advances made by such Euro Term A Lender, substantially
in the form of Exhibit B-1.



          “Euro Term B Advance” means an advance made by any Euro Term B Lender under the Euro
Term B Facility.



          “Euro Term B Borrowing” means a borrowing consisting of simultaneous Euro Term B
Advances of the same Type and, in the case of Eurocurrency Rate Advances, having the same Interest
Period made by each of the Euro Term B Lenders pursuant to Section 2.01(b).



Sealed Air — Credit Agreement



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          “Euro Term B Commitment” means, as to each Euro Term B Lender, its obligation to make
Euro Term B Advances to the Euro TLB Borrowers pursuant to Section 2.01(b) in an aggregate
principal amount at any one time outstanding not to exceed the amount set forth opposite such Euro
Term B Lender’s name on Schedule I under the caption “Euro Term B Commitment”.



          “Euro Term B Facility” means, at any time, (a) on or prior to the Closing Date, the
aggregate amount of the Euro Term B Commitments at such time and (b) thereafter, the aggregate
principal amount of the Euro Term B Advances of all Euro Term B Lenders outstanding at such time.



          “Euro Term B Lender” means (a) at any time on or prior to the Closing Date, any Lender
that has a Euro Term B Commitment at such time and (b) at any time after the Closing Date, any
Lender that holds Euro Term B Advances at such time.



          “Euro Term B Note” means a promissory note made by the Euro TLB Borrowers in favor of
a Euro Term B Lender evidencing Euro Term B Advances made by such Euro Term B Lender, substantially
in the form of Exhibit B-2.



          “Euro TLB Borrowers” means Sealed Air B.V., and Diversey Europe B.V.



          “Euro TLA Borrowers” means Sealed Air B.V. and Diversey Europe B.V.



          “Eurocurrency Lending Office” means, with respect to any Lender, the office of
such Lender specified as its “Eurocurrency Lending Office” opposite its name on Schedule I hereto
or in the Assignment and Acceptance pursuant to which it became a Lender (or, if no such office is
specified, its Domestic Lending Office), 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 Borrowing, an interest rate per annum equal to the rate per annum
obtained by dividing (a)(i) in the case of any Advance denominated in JPY, Dollars, or another
Committed Currency other than Euros or AU$, the rate per annum (rounded upward to the nearest whole
multiple of 1/16 of 1% per annum) appearing on Reuters Screen LIBOR01 (or any successor page) as
the London interbank offered rate for deposits in JPY, Dollars or another Committed Currency, if
applicable, 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 1/16 of 1% per
annum, if such average is not such a multiple) of the rate per annum at which deposits in JPY,
Dollars or the other applicable Committed Currency is 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 Borrowing to be outstanding during such Interest Period and for a
period equal to such Interest Period or (ii) in the case of any Advance denominated in



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AU$, the
Australian Bill Rate or (iii) in the case of any Advance denominated in Euros, the EURIBO Rate by
(b) a percentage equal to 100% minus the Eurocurrency Rate Reserve Percentage for such
Interest Period; provided, in the case of the Term B Facility and Euro Term B Facility
only, the Eurocurrency Rate applicable to any Term B Advances or Euro Term B Advances, as
applicable, shall at all times be no less than 1.00% per annum. If the Reuters Page EURIBOR-01 (or
any successor page) is unavailable, the Eurocurrency Rate for any Interest Period for each
Eurocurrency Rate Advance comprising part of the same 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 an Advance denominated in JPY, Dollars or another
Committed Currency that bears interest as provided in Section 2.08(a)(ii) in an amount not
less than the Eurocurrency Rate Borrowing Minimum or the Eurocurrency Rate Borrowing Multiple in
excess thereof.



          “Eurocurrency Rate Borrowing Minimum” means, in respect of Eurocurrency Rate Advances
denominated in Dollars, $1,000,000, and in respect of Eurocurrency Rate Advances
denominated in any Foreign Currency, the Equivalent of $1,000,000 in such Foreign Currency.



          “Eurocurrency Rate Borrowing Multiple” means, in respect of Eurocurrency Rate Advances denominated in Dollars, $500,000, and in respect of Eurocurrency Rate Advances
denominated in any Foreign Currency, the Equivalent of $500,000 in such Foreign Currency.



          “Eurocurrency Rate Reserve Percentage” for any Interest Period for all Eurocurrency
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) having a term equal to such Interest Period.



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



          “Events of Loss” means, with respect to any property, any of the following: (a) any
loss, destruction or damage of such property; (b) any pending institution of any proceedings for
the condemnation or seizure of such property or for the exercise of any right of eminent domain; or
(c) any actual condemnation, seizure or taking, by exercise of the power of eminent
domain or otherwise, of such property, or confiscation of such property or the requisition of
the use of such property.



Sealed Air — Credit Agreement



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          “Excess Cash Flow” means, for Excess Cash Flow Period, the sum (without duplication)
of:




     (a) the EBITDA for such Excess Cash Flow Period;




     (b) plus the amount, if any, by which Net Working Capital decreased during such
Excess Cash Flow Period;




     (c) minus the amount, if any, by which Net Working Capital increased during
such Excess Cash Flow Period;




     (d) minus the sum of (i) Capital Expenditures paid by Loan Parties (in favor of
persons that are not Loan Parties) in cash during such Excess Cash Flow Period, (ii) the
amount of any non-financed Consideration expended in respect of any acquisition or
investment permitted under Section 5.02(d)(v), (xi) or (xii) during
such Excess Cash Flow Period;




     (e) minus the aggregate amount of all principal payments of Indebtedness of the
Loan Parties, except to the extent financed by the issuance or incurrence of Indebtedness
by, or the issuance of capital stock by, or the making of capital contributions to, the
Company or any of the Restricted Subsidiaries or using the proceeds of any Disposition
outside the ordinary course of business, during such Excess Cash Flow Period;




     (f) minus the amount of Restricted Payments paid by the Company or paid by any
of its Restricted Subsidiaries to any Person other than the Company or any of its Restricted
Subsidiaries, in cash, during such Excess Cash Flow Period, except to the extent that such
Restricted Payments were financed (i) by the issuance or incurrence of Indebtedness by, or
the issuance of capital stock by, or the making of capital contributions to, the Company or
any of its Restricted Subsidiaries or (ii) using the proceeds of any Disposition outside the
ordinary course of business;




     (g) minus income and other taxes paid in cash during such Excess Cash Flow
Period;




     (h) minus cash payments in respect of the W.R. Grace Liabilities made during
such Excess Cash Flow Period; and




     (i) minus Consolidated Interest Expense for such Excess Cash Flow Period.



          “Excess Cash Flow Period” means each Fiscal Year commencing with the Fiscal Year
ending December 31, 2012.



          “Excluded Foreign Subsidiary” means (i) any Foreign Subsidiary and (ii) any Domestic
Subsidiary that is directly or indirectly owned by one or more Foreign Subsidiaries.



          “Existing Credit Agreement” has the meaning specified in the Preliminary Statements.



Sealed Air — Credit Agreement



20









 





          “Existing Diversey Notes” means, collectively, the 10.5% Senior Notes issued by
Diversey Holdings, Inc on November 24, 2009 and the 8.25% Senior Notes issued by Diversey, Inc. on
November 24, 2009.



          “Existing Letters of Credit” means each of the irrevocable, standby letters of credit
listed on Schedule 2.01(e) hereto.



          “Existing Sealed Air Notes” means, collectively, the 5.625% Senior Notes due July
2013, the 12% Senior Notes due February 2014, the 7.875% Senior Notes due June 2017 and the 6.875%
Senior Notes due July 2033, in each case, issued by the Company.



          “Facility” means the Term A Facility, the CDN Term A Facility, JPY Term A Facility,
the Euro Term A Facility, the Term B Facility, the Euro Term B Facility, the US Revolving Credit
Facility, the Multicurrency Revolving Credit Facility, the Swing Line Facility or an Incremental
Facility, if any, as applicable.



          “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.



          “Fee Letter” means the amended and restated senior secured facilities fee letter,
dated June 17, 2011, addressed to the Company from the Agent and the Lead Arrangers, and accepted
by the Company on the date thereof.



          “Financial Officer” means the chief financial officer, the controller or the treasurer
of the Company.



          “Fiscal Year” means a fiscal year of the Company ending on December 31.



          “Foreign Currency” means any Committed Currency, JPY and any other lawful currency (in
each case, other than Dollars) that is freely transferable or convertible into Dollars.



          “Foreign Subsidiary” means (i) each Subsidiary of the Company not incorporated under
the laws of the United States, any State thereof or the District of Columbia, (ii) each Subsidiary
of the Company substantially all of the operations of which remain outside the United States and
(iii) each other Subsidiary of the Company that has no material assets other than capital stock of
one or more Foreign Subsidiaries that are controlled foreign corporations within the meaning of
Section 957 of the Code.



          “Foreign Subsidiary Guaranty” has the meaning specified in Section
3.01(a)(iv).



          “French Notes” has the meaning specified in the definition of French Structured
Finance Transaction.



Sealed Air — Credit Agreement



21









 





          “French Structured Finance Transaction” means a structured finance transaction among
Sealed Air (Luxembourg), Sealed Air (France) and one or more financial institutions pursuant to
which Sealed Air (France) issues debt securities (the “French Notes”) to such financial
institutions that are guaranteed and secured by the Company or Sealed Air (Luxembourg) or another
Restricted Subsidiary of the Company and that may include certain equity features, with the
principal amount of the French Notes being payable at their maturity in cash and/or Equity
Interests issued by Sealed Air (France) and pursuant to the transaction, the Company or Sealed Air
(Luxembourg) or another Restricted Subsidiary may acquire the right to receive the principal
repayment of the French Notes.



          “GAAP” has the meaning specified in Section 1.03.



          “German Collateral Document” means any Collateral Document
governed by German law.



          “German Collateral” means any Collateral governed by German
law.



          “Governmental Authority” means the government of the United States or any other
nation, or of any political subdivision thereof, whether state or local, and any agency, authority,
instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to
government (including any supra-national bodies such as the European Union or the European Central
Bank).



          “Group Members” shall mean the Company and each of its direct and indirect Restricted
Subsidiaries.



          “Guaranteed Obligations” has the meaning specified in Section 7.01.



          “Guarantors” means the Company and the Subsidiary Guarantors.



          “Guaranty” means the guaranty contained in Article VII hereof, the Foreign
Subsidiary Guaranty or the US Subsidiary Guaranty.



          “Hazardous Materials” means (a) any petrochemical or petroleum products, radioactive
materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation,
transformers or other equipment that contain dielectric fluid containing levels of polychlorinated
biphenyls, and radon gas; and (b) any chemicals, materials or substances defined as or included in
the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “restricted
hazardous materials,” “extremely hazardous wastes,” “restrictive hazardous wastes,” “toxic
substances,” “toxic pollutants,” “contaminants” or “pollutants,” or words of similar meaning and
regulatory effect under any applicable Environmental Law.



          “Immaterial Subsidiaries” means, all Subsidiaries identified by the Company as such,
provided that (i) the aggregate value of assets of all such Subsidiaries does not exceed
10.0% of Consolidated Assets of the Company and its Restricted Subsidiaries as of the last day
of the Fiscal Year of the Company most recently ended based on the consolidated balance sheet of
the Company and its Restricted Subsidiaries, (ii) the aggregate EBITDA of all such



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Subsidiaries
does not exceed 10.0% of consolidated EBITDA of the Company and its Restricted Subsidiaries for the
Test Period ending on the last day of the Fiscal Year of the Company most recently ended, based on
the consolidated financial statements of the Company and its Restricted Subsidiaries, (iii) the
aggregate value of assets of any such Subsidiary does not exceed 1.0% of Consolidated Assets of the
Company and its Restricted Subsidiaries as of the last day of the Fiscal Year of the Company most
recently ended based on the consolidated balance sheet of the Company and its Restricted
Subsidiaries and (iv) the EBITDA of any such Subsidiary does not exceed 1.0% of consolidated EBITDA
of the Company and its Restricted Subsidiaries for the Test Period ending on the last day of the
Fiscal Year of the Company most recently ended, based on the consolidated financial statements of
the Company and its Restricted Subsidiaries.



          “Increased Amount Date” shall have the meaning assigned to such term in Section
2.04(a).



          “Incremental Amount” shall mean, at any time, the excess, if any, of (a) the
Incremental General Amount over (b) the aggregate amount of all Incremental Term
Commitments and Incremental Revolving Credit Commitments established prior to such time pursuant to
Section 2.04.



          “Incremental Assumption Agreement” shall mean an Incremental Assumption Agreement in
form and substance reasonably satisfactory to the Agent, among the Borrower requesting such
Incremental Term Commitments or Incremental Revolving Credit Commitments, as the case may be, the
Agent and one or more Incremental Term Lenders and/or Incremental Revolving Credit Lenders.



          “Incremental Borrowing” means a borrowing consisting of either simultaneous
Incremental Term Advances or Incremental Revolving Credit Advances of the same Type and, in the
case of Eurocurrency Rate Advances, having the same Interest Period.



          “Incremental General Amount” shall mean $500,000,000; provided that the
Incremental General Amount shall be increased to $1,000,000,000 if the Net Total Secured Leverage
Ratio determined as of the end of the fiscal quarter immediately preceding the date of such
increase on a Pro Forma Basis, after giving effect to such Incremental Term Advances or Incremental
Revolving Facility Commitments and the application of the proceeds therefrom on such date (and with
respect to the provision of any Incremental Revolving Facility Commitments, assuming that the
entire aggregate amount of all Incremental Revolving Commitments being provided as part of such
increase has been borrowed), shall not be greater than 2.00:1:00.



          “Incremental Lender” shall mean an Incremental Term Lender or an Incremental Revolving
Facility Lender, as applicable.



          “Incremental Revolving Credit Advances” shall mean Revolving Credit Advances made by
one or more Incremental Revolving Facility Lenders to the Borrowers pursuant to
Section 2.01(g). Incremental Revolving Credit Advances may be made in the form of
additional Revolving Credit Advances or, to the extent permitted by Section 2.04 and
provided for in the relevant Incremental Assumption Agreement, as Other Revolving Credit Advances.



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          “Incremental Revolving Credit Commitment” shall mean the commitment of any Incremental
Revolving Credit Lender, established pursuant to Section 2.04, to make Incremental
Revolving Credit Advances to the Borrowers.



          “Incremental Revolving Facility Lender” shall mean any bank, financial institution or
other investor with an Incremental Revolving Credit Commitment or an outstanding Incremental
Revolving Credit Advance.



          “Incremental Term Advances” shall mean Term Advances made by one or more Incremental
Term Lenders to the Borrowers pursuant to Section 2.01(g). Incremental Term Advances may
be made in the form of, to the extent permitted by Section 2.04 and provided for in the
relevant Incremental Assumption Agreement, Other Term Advances.



          “Incremental Term Commitment” shall mean the commitment of any Incremental Term
Lender, established pursuant to Section 2.04, to make Incremental Term Advances to the
Borrowers.



          “Incremental Term Lender” shall mean any bank, financial institution or other investor
with an Incremental Term Commitment or an outstanding Incremental Term Advance.



          “Indebtedness” of any Person means, at any date, without duplication, (i) all
obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by
bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person to pay
the deferred purchase price of property or services (except (A) trade accounts payable and accrued
expenses arising in the ordinary course of business, (B) any earn-out obligation until such
obligation shall have become a liability on the balance sheet of such Person in accordance with
GAAP, and (C) obligations of a 60 day or less duration, and which are not overdue, resulting from
take-or-pay contracts entered into in the ordinary course of business) to the extent such amounts
would in accordance with GAAP be recorded as debt on a balance sheet of such Person, (iv) all
Capital Lease Obligations, (v) all non-contingent obligations of such Person to reimburse any bank
or other Person in respect of amounts paid under a letter of credit (other than letters of credit
which secure obligations in respect of trade payables or other letters of credit not securing
Indebtedness, unless such reimbursement obligation remains unsatisfied for more than 3 Business
Days), (vi) all Indebtedness secured by a Lien on any asset of such Person, whether or not such
Indebtedness is otherwise an obligation of such Person, and (vii) all Contingent Obligations of
such Person in respect of Indebtedness of the types described in the preceding clauses (i) through
(vi) minus the portion of such Contingent Obligation which is secured by a letter of credit
naming such Person as beneficiary issued by a bank which, at the time of the issuance (or any
renewal or extension) of such letter of credit has a long term senior unsecured indebtedness rating
of at least A by S&P or A2 by Moody’s.



          “Information Memorandum” means the information memorandum dated July 2011 used by the
Agent in connection with the syndication of the Commitments.



          “Initial Financial Statement Delivery Date” shall mean the date on which the financial
statements are delivered to the Agent under Section 5.01(a)(i) for the first full fiscal
quarter commencing after the Closing Date.



Sealed Air — Credit Agreement



24









 





          “Initial Issuing Banks” means, collectively, Citibank, N.A., Bank of America, N.A.,
BNP Paribas and The Royal Bank of Scotland plc.



          “Initial Lenders” has the meaning specified in the Preamble.



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



          “Insurance and Condemnation Event” means the receipt by the Company or any if its
Restricted Subsidiaries of any cash proceeds payable by reason of condemnation, theft, loss,
physical destruction or damage, taking or similar event (or series of related events) with respect
to any of their respective property or assets.



          “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.



          “Intellectual Property Security Agreement” means the Trademark Security Agreements (as
defined in the Security Agreement), the Copyright Security Agreements (as defined in the Security
Agreement) and the Patent Security Agreements (as defined in the Security Agreement).



          “Intercreditor Agreement” means the Intercreditor Agreement, dated as of the date
hereof, made by and among the Agent and the Lenders party thereto and deemed party thereto, as it
may be amended, amended and restated, supplemented or otherwise modified from time to time.



          “Interest Coverage Ratio” for any period means the ratio of EBITDA to Consolidated
Interest Expense for such period.



          “Interest Period” means, for each Eurocurrency Rate Advance comprising part of the
same Borrowing, the period commencing on the date of such Eurocurrency 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 applicable 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 shall be one week, two weeks, one, two, three or six months, and subject
to clause (c) of this definition, 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 fourth
Business Day prior to the first day of such Interest Period, select; provided,
however, that:




     (a) such Borrower may not select any Interest Period that ends after the date set forth
in clause (a)(i), clause (b)(i), clause (c)(i) or clause (d)(i) of
the definition of “Termination Date” that is applicable to such Eurocurrency Rate Advance;




     (b) Interest Periods commencing on the same date for Eurocurrency Rate Advances
comprising part of the same Borrowing shall be of the same duration;



Sealed Air — Credit Agreement



25









 






     (c) in the case of any such Borrowing, such Borrower shall not be entitled to select an
Interest Period having duration of nine or twelve months unless, by 2:00 P.M. (New York City
time) on the third Business Day prior to the first day of such Interest Period, each Lender
notifies the Agent that such Lender will be providing funding for such Borrowing with such
Interest Period (the failure of any Lender to so respond by such time being deemed for all
purposes of this Agreement as an objection by such Lender to the requested duration of such
Interest Period); provided that, if any or all of the Lenders object to the
requested duration of such Interest Period, the duration of the Interest Period for such
Borrowing shall be one, two, three or six months, as specified by such Borrower requesting
such Borrowing in the applicable Notice of Borrowing as the desired alternative to an
Interest Period of nine or twelve months;




     (d) 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, 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




     (e) 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.



          “Interim Financial Statements” has the meaning specified in Section 3.01(g).



          “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended from time
to time, and the regulations promulgated and rulings issued thereunder. Except as otherwise
specified, section references to the Internal Revenue Code are to the Internal Revenue Code as in
effect at the date of this Agreement.



          “Investment” means, as to any Person, any loan or advance to such Person, any purchase
or other acquisition of any Equity Interest or Indebtedness or the assets comprising a division or
business unit or a substantial part of all of the business of such Person, any capital contribution
to such Person or any other direct or indirect investment in such Person, including, without
limitation, any acquisition by way of a merger or consolidation (or similar transaction) and any
arrangement pursuant to which the investor incurs Indebtedness of the types referred to in
clause (vi) or (vii) of the definition of “Indebtedness” in respect of such Person.



          “Issuing Bank” means a US Issuing Bank or a Multicurrency Issuing Bank, as applicable.



          “Japanese Loan Parties” means each Loan Parties incorporated in Japan.



          “Japanese Notes” has the meaning specified in the definition of Japanese Structured
Finance Transaction.



Sealed Air — Credit Agreement



26









 





          “Japanese Structured Finance Transaction” means a structured finance transaction among
the Company, Sealed Air (Japan) and one or more financial institutions pursuant to which Sealed Air
(Japan) issues debt securities (the “Japanese Notes”) to such financial institutions that
may be guaranteed and secured by the Company or a Restricted Subsidiary of the Company and that may
include certain equity features, with the principal amount of the Japanese Notes being payable at
their maturity in cash and/or Equity Interests issued by Sealed Air (Japan) and pursuant to the
transaction, the Company or a Restricted Subsidiary of the Company may acquire the right to receive
the principal repayment of the Japanese Notes.



          “JPY” means the lawful currency of Japan.



          “JPY Borrower” has the meaning specified in the Preamble.



          “JPY Term A Advance” means an advance made by any JPY Term A Lender under the JPY Term
A Facility.



          “JPY Term A Borrowing” means a borrowing consisting of simultaneous JPY Term A
Advances of the same Type and, in the case of Eurocurrency Rate Advances, having the same Interest
Period made by each of the JPY Term A Lenders pursuant to Section 2.01(a)(iii).



          “JPY Term A Commitment” means, as to each JPY Term A Lender, its obligation to make
JPY Term A Advances to the JPY Borrower pursuant to Section 2.01(a)(iii) in an aggregate
principal amount at any one time outstanding not to exceed the amount set forth opposite such JPY
Term A Lender’s name on Schedule I under the caption “JPY Term A Commitment” or opposite
such caption in the Assignment and Acceptance pursuant to which such JPY Term A Lender becomes a
party hereto, as applicable, as such amount may be adjusted from time to time in accordance with
this Agreement.



          “JPY Term A Facility” means, at any time, (a) on or prior to the Closing Date, the
aggregate amount of the JPY Term A Commitments at such time and (b) thereafter, the aggregate
principal amount of the JPY Term A Advances of all JPY Term A Lenders outstanding at such time.



          “JPY Term A Lender” means (a) at any time on or prior to the Closing Date, any Lender
that has a JPY Term A Commitment at such time and (b) at any time after the Closing Date, any
Lender that holds JPY Term A Advances at such time.



          “JPY Term A Note” means a promissory note made by the JPY Borrower in favor of a JPY
Term A Lender evidencing JPY Term A Advances made by such JPY Term A Lender, substantially in the
form of Exhibit B-1.



          “L/C 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 terms as may be reasonably satisfactory to the Agent.



          “L/C Exposure” means, at any time, the sum of (a) the aggregate Available Amount of
all outstanding Letters of Credit at such time (for the avoidance of doubt, less any



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Unpaid
Drawings) plus (b) the aggregate amount of all disbursements under Letters of Credit that have not
yet been reimbursed by or on behalf of the Borrowers at such time (collectively, the “Unpaid
Drawings”). The L/C Exposure of any Revolving Credit Lender at any time shall be its Ratable
Share of the total L/C Exposure at such time, as may be adjusted in accordance with Section
2.19.



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



          “Law” means, as to any Person, any law, treaty, rule or regulation or determination of
an arbitrator or a court or other Governmental Authority, in each case applicable to or binding
upon such Person or any of its property or assets or to which such Person or any of its property or
assets is subject.



          “Lead Arrangers” has the meaning specified in the Commitment Letter.



          “Leases” means leases and subleases (excluding Capital Lease Obligations) and licenses
to use property.



          “Lenders” means the Initial Lenders, the Revolving Credit Lenders, the Term Lenders,
the Issuing Banks, the Swing Line Bank and each Person that shall become a party hereto pursuant to
Section 2.04 or Section 9.07.



          “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 shall not be a
Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that
Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such
ownership interest does not result in or provide such Lender 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 Lender.



          “Letter of Credit” means a US Letter of Credit or a Multicurrency Letter of Credit, as
applicable.



          “Letter of Credit Agreement” has the meaning specified in Section 2.03(a).



          “Letter of Credit Commitment” means the US Letter of Credit Commitment or the
Multicurrency Letter of Credit Commitment, as applicable.



          “Letter of Credit Sublimit” means the US Letter of Credit Sublimit or the
Multicurrency Letter of Credit Sublimit, as applicable.



Sealed Air — Credit Agreement



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          “Lien” means any mortgage, pledge, hypothecation, encumbrance, lien (statutory or
other), hypothec or other security interest of any kind or nature whatsoever (including, without
limitation, any conditional sale or other title retention agreement and any Capital Lease);
provided that in no event shall any operating lease be deemed to be a Lien.



          “Liquidity Structures” means the Company’s and its Subsidiaries’ current and future
multi-currency notional pool, Euro cash pool and various cash concentration arrangements used to
provide working capital intercompany funding; provided that, the sum of (a) the aggregate
outstanding amount of obligations to Domestic Loan Parties from Subsidiaries which are not Domestic
Loan Parties under all Liquidity Structures (net of the aggregate outstanding obligations under all
Liquidity Structures of Domestic Loan Parties to Subsidiaries which are not Domestic Loan Parties)
and (b) the aggregate amount of other Investments by Domestic Loan Parties to Subsidiaries which
are not Domestic Loan Parties (net of the aggregate other Investments to Domestic Loan Parties by
Subsidiaries which are not Domestic Loan Parties), shall not exceed $75,000,000.



          “Loan Documents” means this Agreement, the Notes, the Collateral Documents, any Letter
of Credit, any incremental amendment agreement, the Acknowledgment Mandate and the Subsidiary
Guarantees.



          “Loan Parties” means each Borrower and each Subsidiary Guarantor.



          “Lux Revolver Borrower” has the meaning specified in the Preamble.



          “Margin Stock” has the meaning provided in Regulation U of the Board of Governors of
the Federal Reserve System.



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



          “Material Owned Real Property” means real property owned, or leased subject to an
industrial development authority arrangement, by any Loan Party having a fair market value
reasonably estimated by the Company to be in excess of $3,000,000.



          “Material Subsidiary” means any Subsidiary that is not an Immaterial Subsidiary.



          “Merger Agreement” has the meaning given to such term in the Preliminary Statements
hereto.



          “Merger Agreement Representations” means the representations made by Diversey in the
Merger Agreement that are material to the interests of the Lenders, but only to the extent that the
Company has the right to terminate its obligations under the Merger Agreement as a result of a
breach of such representations in the Merger Agreement.



Sealed Air — Credit Agreement



29









 





          “Merger Sub” has the meaning given to such term in the Preliminary Statements hereto.



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



          “Mortgage” means the deeds of trust, trust deeds, deeds to secure debt, mortgages,
leasehold mortgages and leasehold deeds of trust in substantially the form of Exhibit K (with such
changes as may be reasonably satisfactory to the Agent and its counsel to account for local law
matters) covering the Mortgaged Property, in each case as amended, restated, supplemented or
otherwise modified from time to time.



          “Mortgaged Property” means the properties listed on Schedule 1.01(iii), and any
Material Owned Real Property required to be mortgaged pursuant to Section 5.01(h)(E).



          “Multicurrency Issuing Bank” means an Initial Issuing Bank or any Eligible Assignee to
which a portion of the Multicurrency Letter of Credit Commitment hereunder has been assigned
pursuant to Section 9.07 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 Multicurrency Letter of Credit
Commitment.



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



          “Multicurrency Letter of Credit Commitment” means, with respect to each Multicurrency
Issuing Bank, the obligation of such Multicurrency Issuing Bank to issue Letters of Credit for the
account of any Borrower that is a Foreign Subsidiary in (a) the amount set forth opposite such
Multicurrency Issuing Bank’s name on the signature pages hereto under the caption “Multicurrency
Letter of Credit Commitment”, or (b) if such Multicurrency Issuing Bank has entered into one or
more Assignment and Acceptances, the amount set forth for such Multicurrency Issuing Bank in the
Register maintained by the Agent pursuant to Section 9.07(d) as such Multicurrency Issuing
Bank’s “Multicurrency Letter of Credit Commitment”, in each case as such amount may be
reduced prior to such time pursuant to Section 2.06.



          “Multicurrency Letter of Credit Sublimit” means, at any time, an amount equal to
$50,000,000, as such amount may be reduced at or prior to such time pursuant Section 2.06.
The Multicurrency Letter of Credit Sublimit is part of, and not in addition to, the Multicurrency
Revolving Credit Facility.



          “Multicurrency Revolving Credit Advance” means an Advance by a Multicurrency Revolving
Lender to any Borrower as part of a Multicurrency Revolving Credit Borrowing and refers to a Base
Rate Advance or a Eurocurrency Rate Advance.



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



Sealed Air — Credit Agreement



30









 





          “Multicurrency Revolving Credit Commitment” means as to any Multicurrency Revolving
Lender, the commitment of such Multicurrency Revolving Lender to make Multicurrency Revolving
Credit Advances and/or to acquire participations in Letters of Credit hereunder, denominated in a
Committed Currency, as such commitment may be (a) reduced from time to time in accordance with the
terms of this Agreement and (b) reduced or increased from time to time pursuant to assignments by
or to such Lender pursuant to any Assignment and Acceptance. The initial amount of the
Multicurrency Revolving Credit Commitment of each Multicurrency Revolving Lender party hereto on
the date of this Agreement is set forth on Schedule I, and the initial amount of the Multicurrency
Revolving Credit Commitment of each Multicurrency Revolving Lender becoming party hereto after the
date of this Agreement shall be as set forth in the Assignment and Acceptance pursuant to which
such Lender becomes party hereto.



          “Multicurrency Revolving Credit Facility” means, at any time, the aggregate amount of
the Multicurrency Revolving Lenders’ Multicurrency Revolving Credit Commitments at such time.



          “Multicurrency Revolving Exposure” means, with respect to any Multicurrency Revolving
Lender at any time, the sum of the aggregate outstanding principal amount of such Multicurrency
Revolving Lender’s Multicurrency Revolving Credit Advances and its L/C Exposure under the
Multicurrency Revolving Credit Facility at such time; provided that for such purpose, the
outstanding principal amount of any Multicurrency Revolving Credit Advance shall be deemed to be
equal to the Equivalent in Dollars of such Multicurrency Revolving Credit Advance as at such time.



          “Multicurrency Revolving Lender” means a Revolving Credit Lender with a Multicurrency
Revolving Credit Commitment or a Multicurrency Revolving Exposure.



          “Multiemployer Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of
ERISA, to which any Borrower or any ERISA Affiliate 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” means a single employer plan, as defined in Section
4001(a)(15) of ERISA, that (a) is maintained for employees of any Borrower or any ERISA Affiliate
and at least one Person other than the Borrowers and the ERISA Affiliates or (b) was so maintained
and in respect of which any Borrower or any ERISA Affiliate could have liability under Section 4064
or 4069 of ERISA in the event such plan has been or were to be terminated.



          “Net Cash Proceeds” means, as applicable:




     (a) with respect to any Asset Disposition, or any Insurance and Condemnation Event, the
gross cash proceeds received by the Company or any of its Restricted Subsidiaries therefrom
less the sum of the following, without duplication: (i) selling
expenses incurred in connection with such Asset Disposition (including reasonable
brokers’ fees and commissions, legal, accounting and other professional and transactional



Sealed Air — Credit Agreement



31











 






fees, transfer and similar taxes and the Company’s reasonable good faith estimate of
income taxes paid or payable in connection with such sale), (ii) the principal amount,
premium or penalty, if any, interest and other amounts on any debt secured by a Lien having
priority to the Lien of the Agent on the assets (or a portion thereof) sold in such Asset
Disposition, or subject to such Insurance and Condemnation Event, which debt is repaid with
such proceeds, (iii) reasonable reserves with respect to post-closing adjustments,
indemnities and other contingent liabilities established in connection with such Asset
Disposition (provided that, to the extent and at the time any such amounts are released from
such reserve, such amounts shall constitute Net Cash Proceeds), (iv) the Company’s
reasonable good faith estimate of cash payments required to be made within 180 days of such
Asset Disposition or Insurance and Condemnation Event, as applicable, with respect to
retained liabilities directly related to the assets (or a portion thereof) sold or lost in
such Asset Disposition or Insurance and Condemnation Event (provided that, to the extent
that cash proceeds are not used to make payments in respect of such retained liabilities
within 180 days of such Asset Disposition, such cash proceeds shall constitute Net Cash
Proceeds), and (v) the pro rata portion of the gross proceeds attributable to minority
interests and not available for distribution to or for the account of the Company or a
Wholly-Owned Restricted Subsidiary as a result thereof; and




     (b) with respect to any issuance of debt for borrowed money, the gross cash
proceeds received by the Company or any of its Subsidiaries therefrom less all
legal, underwriting, selling, issuance and other fees and expenses incurred in connection
therewith.



          “Net Total Leverage Ratio” means, as of any date of determination, the ratio of
Consolidated Net Debt as of such date to Consolidated EBITDA for the Test Period most recently
ended.



          “Net Total Secured Leverage Ratio” means, as of any date of determination, the ratio
of Consolidated Total Secured Indebtedness as of such date to Consolidated EBITDA for the Test
Period most recently ended.



          “Net Working Capital” means, at any date, (a) the consolidated current assets of the
Loan Parties as of such date determined in accordance with GAAP (excluding cash and Permitted
Investments and non-cash charges relating to deferred tax assets) minus (b) the
consolidated current liabilities of the Loan Parties as of such date determined in accordance with
GAAP.



          “Non-Consenting Lender” has the meaning specified in Section 2.20(c).



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



          “Note” means a Term A Note, a CDN Term A Note, a JPY Term A Note, a Euro Term A Note,
a Term B Note, a Euro Term B Note, a Revolving Credit Note or any promissory note made in favor of
an Incremental Lender evidencing Incremental Term Advances or the



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32









 







aggregate indebtedness resulting from the Incremental Revolving Credit Advances made by such
Incremental Lender, as applicable.




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



          “Notice of Issuance” has the meaning specified in Section 2.03(a).



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



          “Obligations” means all advances to, and debts, liabilities, obligations, covenants
and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any
Advance or Letter of Credit, whether direct or indirect (including those acquired by assumption),
absolute or contingent, due or to become due, now existing or hereafter arising and including
interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate
thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such
proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.



          “Offshore Associate” means an Associate which (a) is a non-resident of Australia and
does not become a Lender or receive a payment in carrying on a business in Australia at or through
a permanent establishment of the Associate in Australia or (b) which is a resident of Australia and
which becomes a Lender or receives a payment in carrying on a business in a country outside
Australia at or through a permanent establishment of the Associate in that country, which in either
case does not become a Lender and receive payment in the capacity of a clearing house, custodian,
funds manager or responsible entity of a registered scheme.



          “OID” has the meaning specified in Section 2.04.



          “Optional Release Conditions” has the meaning specified in Section 9.17(a).



          “Optional Release Date” has the meaning specified in Section 9.17(a).



          “Other Revolving Credit Advances” has the meaning specified in Section
2.04(a).



          “Other Tax Return” has the meaning specified in Section 4.01(h)(i).



          “Other Taxes” has the meaning specified in Section 2.15(b).



          “Other Term Advances” shall have the meaning assigned to such term in Section
2.04(a).



          “Owned Property” has the meaning specified in Section 4.01(c).



          “Parent Company” means, with respect to a Lender, (i) 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 or (ii)
any other Person controlling such Lender.



Sealed Air — Credit Agreement






33









 








          “Patriot Act” means the USA Patriot Act (Title III of Pub.L. 107-56 (signed into law
October 26, 2001)).



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



          “PBGC” means the Pension Benefit Guaranty Corporation established pursuant to Section
4002 of ERISA or any successor thereto.



          “Permitted Acquisition” means any acquisition by the Company or any of its Restricted
Subsidiaries, whether by purchase, merger or otherwise, of assets of, or the Equity Interests of,
or a business line or unit or a division of, any Person; provided,




     (i) immediately prior to, and after giving effect thereto, no Event of Default shall
have occurred and be continuing or would result therefrom;




     (ii) the Company shall be in compliance with the financial covenant set forth in
Section 5.03 on a Pro Forma Basis after giving effect to such acquisition (such Pro
Forma Basis to include, in the Company’s discretion, a reasonable estimate of savings
resulting from any such acquisition (i) that have been realized, (ii) for which the steps
necessary for realization have been taken; or (iii) for which the steps necessary for
realization are reasonably expected to be taken with 12 months of the date of such
acquisition, in each case, certified by the Company); and




     (iii) the Company, the applicable Loan Parties and each newly-acquired Subsidiary
(other than any newly-acquired Subsidiary designated as an Unrestricted Subsidiary) shall
comply with the collateral and guaranty requirements of Section 5.01(h).



          “Permitted Liens” means, with respect to any Person:




     (a) (i) pledges or deposits by such Person under workers’ compensation laws,
unemployment insurance laws or other social security legislation, and deposits securing
liability to insurance carriers under related insurance or self-insurance arrangements, (ii)
Liens incurred in the ordinary course of business securing insurance premiums or
reimbursement obligations under insurance policies related to the items specified in the
foregoing clause (i), or (iii) obligations in respect of letters of credit or bank
guarantees that have been posted by such Person to support the payment of the items set
forth in clauses (i) and (ii) of this clause (a);




     (b) (i) deposits to secure the performance of bids, tenders, contracts (other than
for borrowed money) or Leases to which such Person is a party, (ii) deposits to secure
public or statutory obligations of such Person, surety and appeal bonds, performance bonds
and other obligations of a like nature, (iii) deposits as security for contested taxes or
import duties or for the payment of rent, and (iv) obligations in respect of letters of
credit or bank guarantees that have been posted by such Person to support the payment of
items set forth in clauses (i) and (ii) of this clause (b);



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     (c) Liens consisting of pledges or deposits of cash or securities made by such
Person as a condition to obtaining or maintaining any licenses issued to it by, or to
satisfy other similar requirements of, any applicable Governmental Authority, or to secure
the performance of obligations of any Loan Party pursuant to the requirements of
Environmental Laws to which any assets of such Loan Party are subject;




     (d) Liens imposed by law, such as (i) carriers’, warehousemen’s and mechanics’
materialmen’s, landlords’, or repairmen’s Liens, or (ii) other like Liens arising in the
ordinary course of business securing obligations which are not overdue by more than 60 days
or which if more than 60 days overdue, the period of grace, if any, related thereto has not
expired or which are being contested in good faith by appropriate proceedings;
provided that a reserve or other appropriate provision shall have been made therefor
as appropriate in accordance with GAAP.




     (e) Liens arising out of judgments or awards not constituting an Event of Default;




     (f) Liens for property taxes not yet due and payable or which are being contested
in good faith and by appropriate proceedings (and as to which all foreclosures and other
enforcement proceedings shall have been fully bonded or otherwise effectively stayed);




     (g) survey exceptions, encumbrances, easements or reservations of, or rights of
others for rights of way, sewers, electric lines, telegraph and telephone lines and other
similar purposes, or other restrictions or encumbrances as to the use of real properties or
Liens incidental to the conduct of the business of such Person or to the ownership of its
properties which were not incurred in connection with and do not secure Indebtedness and do
not in the aggregate materially impair the use of such real property for the purpose for
which it is held or materially interfere with the ordinary operation of the business of such
Person;




     (h) any zoning, building or similar laws, ordinances or rights reserved to or
vested in any Governmental Authority, which are not violated by existing improvements or the
present use of real property;




     (i) Liens granted by any Loan Party to a landlord to secure the payment of arrears
of rent in respect of leased properties in the Province of Quebec leased from such landlord,
provided that such Lien is limited to the assets located at or about such leased properties;




     (j) Liens for taxes, assessments, charges or other governmental levies not overdue
by more than 60 days or which if more than 60 days overdue, the period of grace, if any,
related thereto has not expired or which are being contested in good faith by appropriate
proceedings; provided that a reserve or other appropriate provision shall have been
made therefor as appropriate in accordance with GAAP;




     (k) Liens arising in the ordinary course of business by virtue of any contractual,
statutory or common law provision relating to banker’s Liens, rights of



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35









 









set-off or similar rights and remedies covering deposit or securities accounts (including funds or other
assets credited thereto and pooling and netting arrangements) or other funds maintained with
a depository institution or securities intermediary;




     (l) restrictions on transfers of securities imposed by applicable securities laws;




     (m) (i) any interest or title of a lessor, licensor or sublessor under any Lease,
license or sublease entered into by such Person in the ordinary course of its business and
covering only the assets so leased, licensed or subleased that do not materially detract
from the value of such assets or interfere with the ordinary conduct of the business
conducted and proposed to be conducted regarding such asset and (ii) the rights reserved or
vested in any other Person by the terms of any Lease, license, franchise, grant or permit
held by such Person or by a statutory provision to terminate any such Lease, license,
franchise, grant or permit or to require periodic payments as a condition to the continuance
thereof;




     (n) assignments of insurance or condemnation proceeds provided to landlords (or
their mortgagees) pursuant to the terms of any Lease and Liens or rights reserved in any
Lease for rent or for compliance with the terms of such Lease;




     (o) Liens arising from precautionary UCC financing statement filings (or similar
filings under applicable law) regarding Leases entered into by such Person in the ordinary
course of business;




     (p) Liens arising out of conditional sale, title retention, consignment or similar
arrangements for sale of goods entered into by such Person in the ordinary course of
business not prohibited by this Agreement;




     (q) Liens in favor of customs and revenue authorities arising as a matter of law to
secure payment of customs duties in connection with the importation of goods in the ordinary
course of business;




     (r) ground leases or subleases, licenses or sublicenses in respect of real property
on which facilities owned or leased by the Company or any of its Restricted Subsidiaries are
located;




     (s) any interest or title of a lessor, sublessor, licensor or sublicensor or
secured by a lessor’s, sublessor’s, licensor’s or sublicensor’s interest under any lease,
sublease, license or sublicense permitted by this Agreement;




     (t) Liens on goods or inventory the purchase, shipment or storage price of which is
financed by a documentary letter of credit or bankers’ acceptance issued or created for the
account of the Company or any of its Restricted Subsidiaries;




     (u) Liens arising from security interests in connection with the existing Diversey
credit agreement which no longer secure any Indebtedness;



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36









 









     (v) any security that is created or provided by (i) a PPS lease (as defined in the
Australian PPSA) in respect of which the relevant Group Member is the lessee or bailee; (ii)
a commercial consignment (as defined in the Australian PPSA) in respect of which the
relevant Group Member is consignee or (iii) a transfer or purchase of an account or chattel
paper (in each case as defined in the Australian PPSA) in respect of which the relevant
Group Member is transferor or vendor, provided that, in each case, such security
does not secure payment or performance of an obligation and such lease, commercial
consignment, transfer or purchase is otherwise permitted under the terms of the Loan
Documents;




     (w) any Lien arising under the general terms and conditions of banks or Sparkassen
(Allgemeine Geschäftsbedingungen der Banken oder Sparkassen) with whom any member of the
Group maintains a banking relationship in the ordinary course of business, and any Lien
arising under customary extended retention of title arrangements (verlängerter
Eigentumsvorbehalt) in the ordinary course of business and trading;




     (x) any Lien given in order to comply with the requirements of Section 8a of the German
Altersteilzeitgesetz (Act on Partial Retirement) and of Section 7b of the German
Sozialgesetzbuch IV (Social Security Code);




     (y) the rights reserved to or vested in Canadian Governmental Authorities by
statutory provisions or by the terms of leases, licenses, franchises, grants or permits,
which affect any land, to terminate the leases, licenses, franchises, grants or permits or
to require annual or other periodic payments as a condition of the continuance thereof; and




     (z) Liens or covenants restricting or prohibiting access to or from lands abutting
on controlled access highways or covenants affecting the use to which lands may be put;
provided that such Liens or covenants do not materially and adversely affect the use of the
lands by any Loan Party.



          “Permitted Receivables Financing” means any customary non-recourse accounts receivable
financing facility (including customary back-to-back intercompany arrangements in respect thereof)
to the extent that (a) the amount thereof does not exceed the amount permitted by Section
5.02(b)(xi), (b) the proceeds of Indebtedness incurred under such facility must be applied to
the prepayment of Term Loans in accordance with Section 2.11(b)(ii)(C) and (c) there is no
recourse to any Loan Party (except with respect to customary indemnification obligations under such
financings).



          “Permitted Refinancing Indebtedness” means any Indebtedness issued in exchange for, or
the net proceeds of which are used to extend, refinance, renew, replace, defease or refund
(collectively, to “Refinance”), the Indebtedness being Refinanced (or previous refinancings
thereof constituting Permitted Refinancing Indebtedness); provided, that (a) the principal
amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not
exceed the principal amount (or accreted value, if applicable) of the Indebtedness so Refinanced
(plus (i) unpaid accrued interest and premium thereon, (ii) underwriting discounts, fees,
commissions and expenses and (iii) an amount equal to any existing unutilized commitments or
undrawn letters of credit); (b) except with respect to Capital Lease Obligations,



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the weighted average life to maturity of such Permitted Refinancing Indebtedness is greater
than or equal to the weighted average life to maturity of the Indebtedness being Refinanced; (c)
the final maturity of such Permitted Refinancing shall be no earlier than 91 days after the
scheduled Termination Date applicable to the Term B Facility and Euro Term B Facility (as set forth
in clause (c) of the definition of “Termination Date”); (d) if the Indebtedness being
Refinanced is subordinated in right of payment to the Obligations under this Agreement, such
Permitted Refinancing Indebtedness shall be subordinated in right of payment to such Obligations on
terms at least as favorable to the Lenders as those contained in the documentation governing the
Indebtedness being Refinanced; (e) no Permitted Refinancing Indebtedness of the Indebtedness of a
Foreign Subsidiary shall have any obligors who are Domestic Subsidiaries; and (f) if the
Indebtedness being Refinanced is secured by any collateral (whether equally and ratably with, or
junior to, the Secured Parties or otherwise), such Permitted Refinancing Indebtedness may be
secured by such collateral on terms no less favorable to the Secured Parties than those contained
in the documentation governing the Indebtedness being Refinanced.




          “Person” means an individual, partnership, corporation (including a business trust),
joint stock company, trust, unincorporated organization, association, employee organization (as
defined in Section 3(4) of ERISA), joint venture, limited liability company or other entity, or a
government or any political subdivision or agency thereof.



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



          “Pledged Debt” has the meaning given to such term in the Security Agreement.



          “Post-Petition Interest” has the meaning specified in Section 7.05.



          “Pro Forma Basis” means, with respect to compliance with any test or covenant
hereunder, that all Specified Transactions in connection therewith shall be deemed to have occurred
as of the first day of the applicable period of measurement in such test or covenant



          “Pro Forma Compliance” means, at any date of determination, that the Company shall be
in pro forma compliance with the covenant set forth in Section 5.03 as of the date of such
determination (and giving pro forma effect to the event or events giving rise to such
determination).



          “Protesting Lender” has the meaning specified in Section 9.09.



          “Qualified Preferred Equity Investment” means any preferred Equity Interest of the
Company, so long as the terms of any such Equity Interest (a) do not contain any mandatory put,
redemption, repayment, sinking fund or other similar provisions prior to the date occurring 91 days
after the scheduled Termination Date applicable to the Term B Facility, as set forth in clause
(c)(i) of the definition of “Termination Date” (other than customary provisions in respect of
change of control), (b) do not require the cash payment of dividends or distributions prior to the
date occurring 91 days after the scheduled Termination Date applicable to the Term B Facility and
Euro Term B Facility (as set forth in clause (c) of the definition of “Termination Date”),
and (c) do not contain any financial performance covenants.



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          “Ratable Share” of any amount means, with respect to any Lender under a Facility at
any time, the product of (a) a fraction, the numerator of which is the amount of such Lender’s
Commitment and, if applicable and without duplication, such Lender’s Loans, in respect of the
applicable Facility at such time, and the denominator of which is the aggregate Commitments of all
the Lenders under such Facility at such time, and, if applicable and without duplication, Loans
under the applicable Facility at such time, and (b) such aforementioned amount.



          “Ratings Condition” means that, at the time of determination, the Company has received
and maintains corporate family/corporate credit ratings of at least BBB- and at least Baa3
from S&P and Moody’s, respectively (in each case, with no negative outlook or negative watch).



          “Reference Banks” means Citibank, N.A., Bank of America, N.A., J. P. Morgan Chase
Bank, N.A. and BNP Paribas.



          “Refinancing” has the meaning specified in the Preliminary Statements.



          “Register” has the meaning specified in Section 9.07(d).



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



          “Replaced Term Loans” has the meaning specified in Section 9.01.



          “Replacement Term Loans” has the meaning specified in Section 9.01.



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



          “Reportable Event” means (a)(i) the occurrence of a reportable event, within the
meaning of Section 4043 of ERISA, with respect to any Plan unless the 30-day notice requirement
with respect to such event has been waived by the PBGC; or (ii) the requirements of Section 4043(b)
of ERISA apply with respect to a contributing sponsor, as defined in Section 4001(a)(13) of ERISA,
of a Plan, and 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 such Plan within the following 30 days; (b)
the application for a minimum funding waiver with respect to a Plan; (c) the provision by the
administrator of any Plan of a notice of intent to terminate such Plan, pursuant to Section
4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in
Section 4041(e) of ERISA); (d) the cessation of operations at a facility of any Borrower or any
ERISA Affiliate in the circumstances described in Section 4062(e) of ERISA; (e) the withdrawal by
any Borrower or any ERISA Affiliate 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) conditions for
imposition of a lien under Section 303(k) of ERISA shall have been met with respect to any Plan;
(g) a 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 pursuant to Section
4042 of ERISA, or the occurrence of any



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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.




          “Required Lenders” means, at any time, (a) Lenders having at least a majority (based
on the Equivalent in Dollars at such time) in interest of the sum of (i) the Revolving Credit
Commitments at such date, (ii) the Term Commitments at such date and (iii) the outstanding
principal amount of the Term Advances at such date or (b) if the Revolving Credit Commitment and
the Term Commitment have been terminated or for the purposes of acceleration pursuant to
Section 6, Lenders having or holding a majority of the outstanding principal amount of the
Advances and L/C Exposure in the aggregate at such date; provided that the portion of any
Facility held by any Defaulting Lender shall be excluded for purposes of making a determination of
Required Lenders.



          “Responsible Officer” means the chief executive officer, president, chief financial
officer, chief operating officer, executive vice president, controller, treasurer or assistant
treasurer of a Loan Party. Any document delivered hereunder that is signed by a Responsible
Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary
corporate, partnership and/or other action on the part of such Loan Party and such Responsible
Officer shall be conclusively presumed to have acted on behalf of such Loan Party.



          “Repricing Transaction” shall mean (a) the incurrence by any Borrower or Restricted
Subsidiary of any term loans for the primary purpose of which is, (i) having an effective interest
rate margin or weighted average yield (to be determined by the Agent consistent with generally
accepted financial practice, after giving effect to, among other factors, interest rate margins,
upfront or similar fees or original issue discount shared with all lenders or holders thereof, but
excluding the effect of any arrangement, structuring, syndication or other fees payable in
connection therewith that are not shared with all lenders or holders thereof or any fluctuations in
the Eurocurrency Rate or Base Rate) that is less than the Applicable Margin for, or weighted
average yield (to be determined by the Agent on the same basis) of, the Term B Advances, and (ii)
the proceeds of which are used to repay, in whole or in part, principal of outstanding Term B
Advances and (b) any amendment, waiver or other modification to this Agreement the primary purpose
of which is to reduce the Applicable Margin for Term B Advances (other than, in each case, any such
transaction or amendment or modification accomplished together with the substantially concurrent
refinancing of all Term B Facilities hereunder and other than any amendment to a financial
maintenance covenant herein or in the component definitions thereof that may result in a reduction
in the Applicable Margin for Term B Advances).



          “Restricted Payment” means any dividend or other distribution (whether in cash,
securities or other property), direct or indirect, with respect to any Equity Interests of the
Company or any Restricted Subsidiary, or any payment (whether in cash, securities or other
property), including any sinking fund or similar deposit, on account of the purchase, redemption,
retirement, acquisition, cancellation or termination of any such Equity Interest, or on account of
any return of capital to the Company’s stockholders, partners or members (or the equivalent Person
thereof), but not on account of Subordinated Indebtedness; provided that no such dividend
or distribution shall be considered a Restricted Payment if such dividend or distribution is made
to a Loan Party.



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          “Restricted Junior Payment” means any payment (whether in cash, securities or other
property), including any sinking fund or similar deposit, on account of any Subordinated
Indebtedness.



          “Restricted Subsidiary” means a Subsidiary of the Company that is not an Unrestricted
Subsidiary.



          “Revaluation Date” means (a) with respect to any Advance, each of the following: (i)
each date of a Borrowing of a Eurocurrency Rate Advance denominated in a Committed Currency and
(ii) each date of a continuation of a Eurocurrency Rate Advance denominated in Committed Currency
pursuant to Section 2.09 and (b) with respect to any Letter of Credit, each of the
following: (i) each date of issuance of a Letter of Credit denominated in a Committed Currency,
(ii) each date of an amendment of any such Letter of Credit having the effect of increasing the
amount thereof (solely with respect to the increased amount), (iii) each date of any payment by the
Issuing Bank under any Letter of Credit denominated in a Committed Currency, and (iv) such
additional dates as the Agent shall determine or the applicable Issuing Bank shall require.



          “Reversion Date” shall have the meaning ascribed to such term in the last paragraph of
Section 5.02.



          “Revolving Credit Advance” means a US Revolving Credit Advance, a Multicurrency
Revolving Credit Advance or an Other Revolving Credit Advance, as applicable.



          “Revolving Credit Borrowing” means a US Revolving Credit Borrowing or a Multicurrency
Revolving Credit Borrowing, as applicable.



          “Revolving Credit Borrowing Minimum” means, in respect of Revolving Credit Advances
denominated in Dollars, $5,000,000, and in respect of Revolving Credit Advances denominated in any
Foreign Currency, the Equivalent of $5,000,000 in such Foreign Currency.



          “Revolving Credit Borrowing Multiple” means, in respect of Revolving Credit Advances
denominated in Dollars, $1,000,000, and in respect of Revolving Credit Advances denominated in any
Foreign Currency, the Equivalent of $1,000,000 in such Foreign Currency.



          “Revolving Credit Commitment” means, (a) with respect to each US Revolving Lender, the
US Revolving Credit Commitment of such Lender, (b) with respect to each Multicurrency Revolving
Lender, the Multicurrency Revolving Credit Commitment of such Lender and (c) with respect to each
Incremental Revolving Facility Lender, the Incremental Revolving Credit Commitment of such Lender.



          “Revolving Credit Facility” means the US Revolving Credit Facility or the
Multicurrency Revolving Credit Facility, as applicable.



          “Revolving Credit Lender” means a US Revolving Lender or a Multicurrency Revolving
Lender, as applicable.



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



          “S&P” means Standard & Poor’s Financial Services LLC, a Wholly-Owned Subsidiary of The
McGraw-Hill Companies, Inc.



          “Sealed Air (France)” means Sealed Air Holdings S.A.S. or another Subsidiary of the
Company that is incorporated or organized in France.



          “Sealed Air (Japan)” means Sealed Air Japan K.K., Diversey Co. Ltd. (Japan) or another
Subsidiary of the Company that is incorporated or organized in Japan.



          “Sealed Air (Luxembourg)” means Sealed Air Luxembourg S.C.A. or another Subsidiary of
the Company that is incorporated or organized in Luxembourg.



          “Sealed Air Refinancing” has the meaning specified in the Preliminary Statements.



          “Secured Obligations” means: (a) in the case of any Borrower, the Obligations of such
Borrower, (b) in the case of each other Loan Party, the Obligations of such Loan Party under each
Guaranty and the other Loan Documents to which it is a party, (c) the obligations of the Company or
of any Subsidiary thereof under any Swap Contract entered into in connection herewith with any
Person that was a Lender or any Affiliate at the time it entered into such Swap Contract thereof,
and (d) any Cash Management Obligations of the Company or any Subsidiary thereof.



          “Secured Parties” means the Lenders, the Swing Line Bank, the Issuing Banks, the Agent
and any other holder of any Secured Obligation, each of which are beneficiaries of and subject to
the distribution of proceeds provisions provided in the Intercreditor Agreement.



          “Security Agreement” means that certain Pledge and Security agreement, dated as of the
date hereof, by and among the Agent and each of the Grantors (as defined therein) party thereto,
together with each other pledge and security agreement and pledge and security agreement supplement
delivered pursuant to Section 5.01(h), in each case as amended, restated, supplemented or otherwise
modified from time to time.



          “Senior Financial Officer” means the President, the Chief Executive Officer, the Chief
Operating Officer, the Chief Financial Officer and the Treasurer of the Company.



          “Senior Notes” has the meaning given to such term in the Preliminary Statements
hereto.



          “Solvency Certificate” has the meaning given to such term in Section 3.01(h).



          “Solvent” has the meaning given to such term in the Solvency Certificate.



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



          “Specified Foreign Restructuring Transactions” means the transactions described on
Schedule IV hereto.



          “Specified Representations” means the representations and warranties made in Sections
4.01(a)(i), (a)(ii), (b), (d)(i) (to the extent reasonably expected
to result in a Material Adverse Effect), (d)(iii), (j), (o), (q),
(t), (u) and (v), (to the extent required to be pledged pursuant to the
Collateral Documents).



          “Specified Structured Finance Transactions” means the Japanese Structured Finance
Transaction and the French Structured Finance Transaction.



          “Specified Transaction” means, with respect to any period, any Investment, sale,
transfer or other Disposition of assets or property, incurrence or repayment of Indebtedness,
Restricted Payment, acquisition, Subsidiary designation, Incremental Borrowing or other event that
by the terms of the Credit Documents requires “Pro Forma Compliance” with a test or covenant
hereunder or requires such test or covenant to be calculated on a “Pro Forma Basis”.



          “Spot Rate” for a currency means the rate quoted by the Agent as the spot rate for the
purchase by the Agent of such currency with another currency through its principal foreign exchange
trading office at approximately 11:00 A.M. (New York City time) on the date two Business Days prior
to the date of such determination; provided that in the case of the lawful currency of
Canada, the Spot Rate will be determined at approximately 11:00 A.M. (New York City time) on the
date that is one Business Day prior to the date of such determination and in the case of AU$, the
Spot Rate will be determined at approximately 11:00 A.M. (Sydney time) on the date that is two
Business Days prior to the date of such determination by reference to Reuters monitor system page
AFX= (or any page that replaces that page); provided further that the Agent may
obtain such spot rate from another financial institution designated by the Agent if the Person
acting in such capacity does not have as of the date of determination a spot buying rate for any
such currency.



          “Subordinated Indebtedness” means unsecured Indebtedness for borrowed money of the
Company, which Indebtedness shall rank in payment and upon liquidation junior to the Obligations
under the Loan Documents on terms reasonably satisfactory to the Agent.



          “Subordinated Obligations” has the meaning specified in Section 7.05.



          “Subsidiary” of any Person and relation to any Person incorporated in The Netherlands
a subsidiary (dochtermaatschappij) within the meaning of Section 24a of Book 2 of the Dutch Civil
Code means any corporation, partnership, joint venture, limited liability company, joint stock
company, trust or estate of which (or in which) more than 50% of (a) the issued and outstanding
capital stock having ordinary voting power and/or the power to elect a majority of the Board of
Directors of such corporation (irrespective of whether at the time capital



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stock of 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.




          “Subsidiary Guarantors” means, collectively, the Wholly-Owned Subsidiaries of the
Company listed on Schedule 1.01(ii), each other Subsidiary Guarantor of the Company that
guarantees Obligations pursuant to Section 5.01(h). In addition, the Company may cause any
Restricted Subsidiary that is not a Guarantor to guarantee the Obligations by causing such
Restricted Subsidiary to execute a joinder or supplement to the applicable Guaranty in form and
substance reasonably satisfactory to the Agent, and any such Restricted Subsidiary shall be a
Subsidiary Guarantor hereunder for all purposes.



          “Subsidiary Guarantees” means, collectively, the Foreign Subsidiary Guarantees and the
US Subsidiary Guarantees.



          “Suspension Covenants” shall have the meaning ascribed to such term in the last
paragraph of Section 5.02.



          “Suspension Event” shall have the meaning ascribed to such term in the last paragraph
of Section 5.02.



          “Suspension Period” means the period of time between the date of a Suspension Event
and the Reversion Date.



          “Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit
derivative transactions, forward rate transactions, commodity swaps, commodity options, forward
commodity contracts, equity or equity index swaps or options, bond or bond price or bond index
swaps or options or forward bond or forward bond price or forward bond index transactions, interest
rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar
transactions, currency swap transactions, cross-currency rate swap transactions, currency options,
spot contracts, or any other similar transactions or any combination of any of the foregoing
(including any options to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any and all transactions of any kind, and
the related confirmations, which are subject to the terms and conditions of, or governed by, any
form of master agreement published by the International Swaps and Derivatives Association, Inc.,
any International Foreign Exchange Master Agreement, or any other master agreement (any such master
agreement, together with any related schedules, a “Master Agreement”), including any such
obligations or liabilities under any Master Agreement.



          “Swap Obligations” means, as applied to the Company or any Subsidiary thereof, any
direct or indirect liability, contingent or otherwise, of such Person in respect of Swap Contracts
provided by the Agent, any Lender or any Affiliate thereof at the time such Swap Obligations are
entered into, including obligations for the payment of fees, interest, charges,



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expenses, attorneys’ fees and disbursements in connection therewith to the extent provided for
in the documents evidencing such Swap Contract.




          “Swing Line Advance” means a revolving credit advance made by the Swing Line Bank
pursuant to Section 2.01(d) or any other Lender by purchase from the Swing Line Bank
pursuant to Section 2.02(b).



          “Swing Line Advance Maturity Date” has the meaning specified in Section
2.02(b).



          “Swing Line Bank” means CBNA.



          “Swing Line Borrowing” means a Borrowing consisting of a Swing Line Advance made by
the Swing Line Bank.



          “Swing Line Exposure” means, at any time, the aggregate outstanding principal amount
of the Swing Line Advances at such time. The Swing Line Exposure of any US Revolving Lender at any
time will be its Ratable Share of the total Swing Line Exposure at such time, as may be adjusted in
accordance with Section 2.19.



          “Swing Line Sublimit” has the meaning specified in Section 2.01(d).



          “Tax Affiliate” means, with respect to any Person, any Subsidiary or Affiliate of such
Person with which such Person files consolidated, combined or unitary tax returns.



          “Tax Return” has the meaning specified in Section 4.01(h)(i).



          “Taxes” has the meaning specified in Section 2.15.



          “Term A Advance” means an advance made by any Term A Lender under the Term A Facility.



          “Term A Borrowing” means a borrowing consisting of simultaneous Term A Advances of the
same Type and, in the case of Eurocurrency Rate Advances, having the same Interest Period made by
each of the Term A Lenders pursuant to Section 2.01(a)(i).



          “Term A Commitment” means, as to each Term A Lender, its obligation to make Term A
Advances to the Company pursuant to Section 2.01(a)(i) in an aggregate principal amount at
any one time outstanding not to exceed the amount set forth opposite such Term A Lender’s name on
Schedule I under the caption “Term A Commitment”.



          “Term A Facility” means, at any time, (a) on or prior to the Closing Date, the
aggregate amount of the Term A Commitments at such time and (b) thereafter, the aggregate principal
amount of the Term A Advances of all Term A Lenders outstanding at such time.



          “Term A Lender” means (a) at any time on or prior to the Closing Date, any Lender that
has a Term A Commitment at such time and (b) at any time after the Closing Date, any Lender that
holds Term A Advances at such time.



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          “Term A Note” means a promissory note made by the Company in favor of a Term A Lender
evidencing Term A Advances made by such Term A Lender, substantially in the form of Exhibit B-1.



          “Term Advance” means a Term A Advance, a CDN Term A Advance, a JPY Term A Advance, a
Euro Term A Advance, a Term B Advance, a Euro Term B Advance, an Incremental Term Advance or an
Other Term Advance, as applicable.



          “Term Borrowing” means a Term A Borrowing, a CDN Term A Borrowing, a JPY Term A
Borrowing, a Euro Term A Borrowing, a Term B Borrowing, a Euro Term B Borrowing or an Incremental
Term Borrowing, as applicable.



          “Term B Advance” means an advance made by any Term B Lender under the Term B Facility.



          “Term B Borrowing” means a borrowing consisting of simultaneous Term B Advances of the
same Type and, in the case of Eurocurrency Rate Advances, having the same Interest Period made by
each of the Term B Lenders pursuant to Section 2.01(b).



          “Term B Commitment” means, as to each Term B Lender, its obligation to make Term B
Advances to the Company pursuant to Section 2.01(b) in an aggregate principal amount at any
one time outstanding not to exceed the amount set forth opposite such Term B Lender’s name on
Schedule I under the caption “Term B Commitment”.



          “Term B Facility” means, at any time, (a) on or prior to the Closing Date, the
aggregate amount of the Term B Commitments at such time and (b) thereafter, the aggregate principal
amount of the Term B Advances of all Term B Lenders outstanding at such time.



          “Term B Lender” means (a) at any time on or prior to the Closing Date, any Lender that
has a Term B Commitment at such time and (b) at any time after the Closing Date, any Lender that
holds Term B Advances at such time.



          “Term B Note” means a promissory note made by the Company in favor of a Term B Lender
evidencing Term B Advances made by such Term B Lender, substantially in the form of Exhibit B-2.



          “Term Commitment” means a Term A Commitment, a CDN Term A Commitment, a JPY Term A
Commitment, a Euro Term A Commitment, a Term B Commitment, Euro Term B Commitment or an Incremental
Term Commitment, as applicable.



          “Term Facility” means the Term A Facility, the CDN Term A Facility, the JPY Term A
Facility, the Euro Term A Facility, the Term B Facility, Euro Term B Facility or the Incremental
Term Facility, as applicable.



          “Term Lender” means a Term A Lender, a CDN Term A Lender, a JPY Term A Lender, a Euro
Term A Lender, a Term B Lender, Euro Term B Lender or Incremental Term Lender, as applicable.



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          “Termination Date” means (a) with respect to the US Revolving Credit Facility and the
Multicurrency Revolving Credit Facility, the earlier of (i) October 3, 2016 and (ii) the date of
termination in whole of the Commitments pursuant to Section 2.06 or 6.01, (b) with
respect to the Term A Facility, the CDN Term A Facility, the JPY Term A Facility and the Euro Term
A Facility, October 3, 2016, (c) with respect to the Term B Facility and the Euro Term B Facility,
October 3, 2018 and (d) with respect to each Incremental Facility, if any, the date specified as
such in the respective Incremental Supplement. However, if the Termination Date falls on a day
which is not a Business Day, the Termination Date shall fall on the previous Business Day.



          “Test Period” means the four consecutive fiscal quarters of the Company then last
ended, in each case taken as one accounting period.



          “Total Availability” shall mean, at any time, the sum of the (a) the aggregate amount
of all Multicurrency Revolving Credit Commitments (expressed in Dollars) minus (b) the
Dollar Equivalent of the aggregate amount of the Multicurrency Revolving Exposure of all
Multicurrency Revolving Lenders. The Total Availability at any time shall be determined by
reference to the most recent Total Availability Certificate delivered to the Agent pursuant to
Section 5.01(a)(iv).



          “Total Availability Certificate” means a certificate, signed and certified as accurate
and complete by a Financial Officer of the Company, specifying Total Availability as of the second
preceding Business Day prior to the date of such certificate, in a form that is reasonably
acceptable to the Agent in its reasonable discretion.



          “Transaction” means, (i) the Acquisition, (ii) the issuance of the Senior Notes, (iii)
the Refinancing, (iv) the transactions contemplated by the Loan Documents, (v) the issuance of the
Company’s common stock to pay the equity portion of the consideration for the Acquisition, (vi) any
related transaction undertaken or consummated in connection with clauses (i) through (v) of this
definition and (vii) the payment of fees and expenses in connection with clauses (i) through (vi)
of this definition.



          “Type” means, with respect to an Advance, its character as a Base Rate Advance or a
Eurocurrency Rate Advance.



          “Unfunded Current Liability” of any Plan means the amount, if any, by which the
actuarial present value of the accumulated plan benefits under the Plan as of the close of its most
recent plan year exceeds the fair market value of the assets allocable thereto, each determined in
accordance with Statement of Financial Accounting Standards No. 35, based upon the actuarial
assumptions used by the Plan’s actuary in the most recent annual valuation of such Plan.



          “Unissued Letter of Credit Commitment” means, (a) with respect to any US Issuing Bank,
the obligation of such US Issuing Bank to issue US Letters of Credit for the account of any
Borrower in an amount equal to the excess of (i) the amount of its Letter of Credit Commitment
minus (ii) the aggregate Available Amount of all US Letters of Credit issued by such US
Issuing Bank; or (b) with respect to any Multicurrency Issuing Bank, the obligation of such
Multicurrency Issuing Bank to issue Multicurrency Letters of Credit for the account of any



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Borrower in an amount equal to the excess of (i) the amount of its Letter of Credit Commitment
minus (ii) the aggregate Available Amount of all Multicurrency Letters of Credit issued by
such Multicurrency Issuing Bank.




          “Unpaid Drawings” shall have the meaning assigned to such term in the definition of
L/C Exposure.



          “Unrestricted Subsidiary” means any Subsidiary of the Company (other than any Borrower
or any Guarantor as of the Closing Date (or any Person required to become a Guarantor pursuant to
Section 5.01(h))) listed on Schedule 1.01(i) or designated by the Company as an
Unrestricted Subsidiary pursuant to Section 5.01(l) subsequent to the date hereof.



          “Unused Revolving Credit Commitment” means, with respect to each Revolving Credit
Lender at any time, (a) the amount of such Lender’s US Revolving Credit Commitment and
Multicurrency Revolving Credit Commitment, if any, at such time minus (b) the sum of the
aggregate principal amount of all Revolving Credit Advances (based in respect of any Revolving
Credit Advances denominated in a Committed Currency other than Dollars on the Equivalent in Dollars
at such time) made by such Lender (in its capacity as a Lender) and outstanding at such time,
plus such Lender’s L/C Exposure and Swing Line Exposure.



          “US Issuing Bank” means an Initial Issuing Bank or any Eligible Assignee to which a
portion of the US Letter of Credit Commitment hereunder has been assigned pursuant to Section
9.07 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 US Letter of Credit Commitment.



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



          “US Letter of Credit Commitment” means, with respect to each US Issuing Bank, the
obligation of such US Issuing Bank to issue Letters of Credit for the account of any Borrower in
(a) the amount set forth opposite the US Issuing Bank’s name on the signature pages hereto under
the caption “US Letter of Credit Commitment”, or (b) if such Issuing Bank has entered into one or
more Assignment and Acceptances, the amount set forth for such US Issuing Bank in the Register
maintained by the Agent pursuant to Section 9.07(d) as such US Issuing Bank’s “US
Letter of Credit Commitment”, in each case as such amount may be reduced prior to such time
pursuant to Section 2.06.



          “US Letter of Credit Sublimit” means, at any time, an amount equal to $100,000,000, as
such amount may be reduced at or prior to such time pursuant to Section 2.06. The US
Letter of Credit Sublimit is part of, and not in addition to, the US Revolving Credit Facility.



          “US Revolving Credit Advance” means an Advance by a US Revolving Lender to any
Borrower as part of a US Revolving Credit Borrowing and refers to a Base Rate Advance or a
Eurocurrency Rate Advance.



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



          “US Revolving Credit Commitment” means, as to any US Revolving Lender, the commitment,
if any, of such Lender to make US Revolving Advances and/or to acquire participations in Letters
Credit and Swing Line Advances hereunder, denominated in dollars, as such commitment may be (a)
reduced from time to time in accordance with the terms of this Agreement and (b) reduced or
increased from time to time pursuant to assignments by or to such Lender pursuant to any Assignment
and Acceptance. The initial amount of the US Revolving Credit Commitment of each US Revolving
Lender party hereto on the date of this Agreement is set forth on Schedule I, and the initial
amount of the US Revolving Commitment of each US Revolving Lender becoming party hereto after the
date of this Agreement shall be as set forth in the Assignment and Acceptance pursuant to which
such Lender becomes party hereto.



          “US Revolving Credit Facility” means, at any time, the aggregate amount of the US
Revolving Lenders’ US Revolving Credit Commitments at such time.



          “US Revolving Exposure” means, with respect to any US Revolving Lender at any time,
the sum of the aggregate outstanding principal amount of such Lender’s US Revolving Credit Advances
and its L/C Exposure under the US Revolving Credit Facility and Swing Line Exposure at such time.



          “US Revolving Lender” means a Lender with a US Revolving Credit Commitment or a US
Revolving Exposure.



          “US Revolver Borrower” has the meaning specified in the Preamble.



          “US Subsidiary Guaranty” has the meaning specified in Section 3.01(a)(iii).



          “US Tax Return” has the meaning specified in Section 4.01(h)(i).



          “Voting Stock” means capital stock or share capital, as applicable, 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.



          “W.R. Grace Liabilities” means the obligations of the Company and Cryovac, Inc.
(“Cryovac”) pursuant to that certain Settlement Agreement and Release (the “Settlement
Agreement”), dated November 10, 2003, by and among the Company, Cryovac, and the official
committees appointed to represent asbestos personal injury claimants and asbestos property damage
claimants (the “Grace Asbestos Committees”) in the jointly administered Chapter 11 cases of
W.R. Grace & Co. and its affiliated debtors, Case No. 01-01139 (JKF) (Bankr. D. Del.) (the
“Grace Chapter 11 Cases”). The Settlement Agreement was approved by order of the United
States Bankruptcy Court for the District of Delaware dated June 27, 2005. The Settlement Agreement
contemplates that, upon the effectiveness of an appropriate plan of reorganization in connection
with the Grace Chapter 11 Cases, and subject to the terms of the



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Settlement Agreement and in resolution of an adversary proceeding brought by the Grace
Asbestos Committees against the Company and Cryovac (Case No. 02-2210 (D. Del.)), Cryovac will
transfer to one or more trusts established pursuant to 11 U.S.C. § 524(g): (a) $512.5 million in
cash, plus interest thereon from December 21, 2002 through the “Effective Date” (as defined
in the Settlement Agreement); and (b) 9 million shares of common stock of the Company, subject to
certain anti-dilution provisions (this number has since been adjusted to 18 million shares of
common stock of the Company as a result of a two-for-one stock split in March 2007). Pursuant to
the Settlement Agreement, the Company guarantees performance of Cryovac’s obligations in (a) and
(b) above.




          “Wholly-Owned” means, as to any Person, (i) any corporation 100% of whose capital
stock (other than director’s qualifying shares and, in the case of a Foreign Subsidiary, other than
up to 2.0% of the capital stock of such Foreign Subsidiary, to the extent that it is required to be
held by a third party pursuant to a requirement of law) is at the time owned by such Person and/or
one or more Wholly-Owned Subsidiaries of such Person and (ii) any partnership, association, joint
venture or other entity in which such Person and/or one or more Wholly-Owned Subsidiaries of such
Person has a 100% Equity Interest at such time.



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



          SECTION 1.04 Exchange Rates; Currency Equivalents.



          (a) The Agent shall determine the Spot Rates as of each Revaluation Date to be used for
calculating Equivalent amounts of Advances and Available Amounts denominated in JPY, Euro and other
Committed Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall
be the Spot Rates employed in converting any amounts between the applicable currencies until the
next Revaluation Date to occur. Except for purposes of financial



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statements delivered by Loan Parties hereunder or calculating financial covenants hereunder or
except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for
purposes of the Loan Documents shall be such Equivalent amount as so determined by the Agent.




          (b) Wherever in this Agreement in connection with an Advance, conversion, continuation or
prepayment of a Eurocurrency Rate Advance or the issuance, amendment or extension of a Letter of
Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such
Advance, Eurocurrency Rate Loan or Letter of Credit is denominated in a Committed Currency, such
amount shall be the relevant Equivalent of such Dollar amount (rounded to the nearest unit of
Committed Currency, with 0.5 of a unit being rounded upward), as determined by the Agent.



          SECTION 1.05 Construction. English language words used in this Agreement to describe Japanese Law,
Dutch law, Belgium law or Luxembourg law concepts intend to describe such concepts only and the
consequences of the use of those words in New York law or any other foreign law are to be
disregarded.




          SECTION 1.06 Dutch Terms. In this Agreement, where it relates to a Dutch entity, a reference to:




          (a) A necessary action to authorize, where applicable, includes without limitation:




          (i) any action required to comply with the Dutch Works Council Act (Wet op de
ondernemingsraden); and




          (ii) obtaining unconditional positive advice (advies) from each competent works
council;



          (b) a winding-up, administration or dissolution includes a Dutch entity being:




          (i) declared bankrupt (failliet verklaard)




          (ii) dissolved (ontbonden)



          (c) a moratorium includes surséance van betaling and granted a moratorium includes
surséance verleend;



          (d) a trustee in bankruptcy includes a curator;



          (e) an administrator includes a bewindvoerder;



          (f) a receiver or an administrative receiver does not include a curator or bewindvoerder;
and



          (g) an attachment includes a beslag.



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     SECTION 1.07 Quebec Matters. For purposes of any assets, liabilities or entities located in the
Province of Québec and for all other purposes pursuant to which the interpretation or construction
of this Agreement may be subject to the laws of the Province of Québec or a court or tribunal
exercising jurisdiction in the Province of Québec, (a) “personal property” shall include “movable
property”, (b) “real property” or “real estate” shall include “immovable property”, (c) “tangible
property” shall include “corporeal property”, (d) “intangible property” shall include “incorporeal
property”, (e) “security interest”, “mortgage” and “lien” shall include a “hypothec”, “right of
retention”, “prior claim” and a resolutory clause, (f) all references to filing, perfection,
priority, remedies, registering or recording under the Uniform Commercial Code or a Personal
Property Security Act shall include publication under the Civil Code of Québec, (g) all references
to “perfection” of or “perfected” liens or security interest shall include a reference to an
“opposable” or “set up” lien or security interest as against third parties, (h) any “right of
offset”, “right of setoff” or similar expression shall include a “right of compensation”, (i)
“goods” shall include “corporeal movable property” other than chattel paper, documents of title,
instruments, money and securities, (j) an “agent” shall include a “mandatary”, (k) “construction
liens” shall include “legal hypothecs”; (l) “joint and several” shall include “solidary”; (m)
“gross negligence or wilful misconduct” shall be deemed to be “intentional or gross fault”; (n)
“beneficial ownership” shall include “ownership on behalf of another as mandatary”; (o) “easement”
shall include “servitude”; (p) “priority” shall include “prior claim”; (q) “survey” shall include
“certificate of location and plan”; (r) “state” shall include “province”; (s) “fee simple title”
shall include “absolute ownership”; (t) “accounts” shall include “claims”. The parties hereto
confirm that it is their wish that this Agreement and any other document executed in connection
with the transactions contemplated herein be drawn up in the English language only and that all
other documents contemplated thereunder or relating thereto, including notices, may also be drawn
up in the English language only. Les parties aux présentes confirment que c’est leur volonté que
cette convention et les autres documents de crédit soient rédigés en langue anglaise seulement et
que tous les documents, y compris tous avis, envisagés par cette convention et les autres documents
peuvent être rédigés en langue anglaise seulement.




          SECTION 1.08 Code of Banking Practice. The parties hereto agree that the Code of
Banking Practice does not apply to the Loan Documents.



ARTICLE II




AMOUNTS AND TERMS OF THE ADVANCES AND LETTERS OF CREDIT



          SECTION 2.01 The Advances and Letters of Credit. (a)




          (i) The Term A Advance. Subject to the terms and conditions set forth
herein, each Term A Lender severally agrees to make a single loan to the Company on the
Closing Date in an amount not to exceed such Term A Lender’s Term A Commitment. The Term A
Borrowing shall consist of Term A Advances made simultaneously by the Term A Lenders in
accordance with their respective Ratable Share of the Term A Facility. Amounts borrowed
under this Section 2.01(a)(i) and repaid or prepaid may not be reborrowed. Term A
Advances may be Base Rate Advances or Eurocurrency Rate Advances, as further provided
herein.



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          (ii) The CDN Term A Advance. Subject to the terms and conditions set forth
herein, each CDN Term A Lender severally agrees to make a single loan to the CDN Borrower
on the Closing Date, denominated in CDN, in an amount not to exceed such CDN Term A Lender’s
CDN Term A Commitment, which shall be made as Eurocurrency Rate Advances. The CDN Term A
Borrowing shall consist of CDN Term A Advances made simultaneously by the CDN Term A Lenders
in accordance with their respective Ratable Share of the CDN Term A Facility. Amounts
borrowed under this Section 2.01(a)(ii) and repaid or prepaid may not be reborrowed.




          (iii) The JPY Term A Advance. Subject to the terms and conditions set
forth herein, each JPY Term A Lender severally agrees to make a single loan to the JPY
Borrower on the Closing Date, denominated in JPY, in an amount not to exceed such JPY Term A
Lender’s JPY Term A Commitment, which shall be made as Eurocurrency Rate Advances. The JPY
Term A Borrowing shall consist of JPY Term A Advances made simultaneously by the JPY Term A
Lenders in accordance with their respective Ratable Share of the JPY Term A Facility.
Amounts borrowed under this Section 2.01(a)(iii) and repaid or prepaid may not be
reborrowed.




          (iv) The Euro Term A Advance. Subject to the terms and conditions set
forth herein, each Euro Term A Lender severally agrees to make a single loan to the Euro TLA
Borrowers on the Closing Date, denominated in Euros, in an amount not to exceed such Euro
Term A Lender’s Euro Term A Commitment, which shall be made as Eurocurrency Rate Advances.
The Euro Term A Borrowing shall consist of Euro Term A Advances made simultaneously by the
Euro Term A Lenders in accordance with their respective Ratable Share of the Euro Term A
Facility. Amounts borrowed under this Section 2.01(a)(iv) and repaid or prepaid may
not be reborrowed.



          (b) (i) The Term B Advance. Subject to the terms and conditions set forth herein,
each Term B Lender severally agrees to make a single loan to the Company on the Closing Date, in an
amount not to exceed such Term B Lender’s Term B Commitment. The Term B Borrowing shall consist of
Term B Advances made simultaneously by the Term B Lenders in accordance with their respective
Ratable Share of the Term B Facility. Amounts borrowed under this Section 2.01(b) and
repaid or prepaid may not be reborrowed. Term B Advances may be Base Rate Advances or Eurocurrency
Rate Advances, as further provided herein.




          (ii) The Euro Term B Advance. Subject to the terms and conditions set
forth herein, each Euro Term B Lender severally agrees to make a single loan to the Euro TLB
Borrowers on the Closing Date, denominated in Euros, in an amount not to exceed such Euro
Term B Lender’s Euro Term B Commitment, which shall be made as Eurocurrency Rate Advances.
The Euro Term B Borrowing shall consist of Euro Term B Advances made simultaneously by the
Euro Term B Lenders in accordance with their respective Ratable Share of the Euro Term B
Facility. Amounts borrowed under this Section 2.01(b) and repaid or prepaid may not
be reborrowed.



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          (c) Revolving Credit Advances.




          (i) US. Each US Revolving Lender severally agrees, on the terms and
conditions hereinafter set forth, to make US Revolving Credit Advances denominated in
Dollars to the US Revolver Borrower from time to time on any Business Day during the period
from the Closing Date until the Termination Date applicable to the US Revolving Credit
Facility under clause (a) of the definition of “Termination Date”, in an aggregate
amount not to exceed such Lender’s Unused Revolving Credit Commitment.




          (ii) Multicurrency. Each Multicurrency Revolving Lender severally agrees,
on the terms and conditions hereinafter set forth, to make Multicurrency Revolving Credit
Advances denominated in a Committed Currency to the Borrowers from time to time on any
Business Day during the period from the Closing Date until the Termination Date applicable
to the Multicurrency Revolving Credit Facility under clause (a) of the definition of
“Termination Date”, in an aggregate amount not to exceed such Lender’s Unused Revolving
Credit Commitment.


Each Revolving Credit Borrowing shall be in an amount not less than the Revolving Credit Borrowing
Minimum or the Revolving Credit Borrowing Multiple in excess thereof and shall consist of Revolving
Credit Advances of the same Type and in the same currency made on the same day by the Lenders
ratably according to their respective Revolving Credit Commitments. Within the limits of each
Lender’s Revolving Credit Commitment, the Borrowers may borrow under this Section 2.01(c),
prepay pursuant to Section 2.11 and reborrow under this Section 2.01(c).




          (d) The Swing Line Advances. The Swing Line Bank agrees, on the terms and
conditions hereinafter set forth, to make Swing Line Advances, denominated in Dollars, to the
Company from time to time on any Business Day during the period from the date hereof until the
Termination Date applicable to the US Revolving Credit Facility under clause (a) of the
definition of “Termination Date”(i) in an aggregate amount not to exceed at any time outstanding
$50,000,000 (the “Swing Line Sublimit”) and (ii) in an amount for each such Swing Line
Advance not to exceed the Unused Revolving Credit Commitments of the US Revolving Lenders
immediately prior to the making of such Swing Line Advance. The Swing Line Bank agrees to make one
or more Swing Line Advances on any Business Day. No Swing Line Advance shall be used for the
purpose of funding the payment of principal of any other Swing Line Advance. Each Swing Line
Borrowing shall be in an amount of $1,000,000 or an integral multiple of $500,000 in excess thereof
and, notwithstanding Section 2.10, shall consist of a Base Rate Advance made by the Swing
Line Bank. Within the limits of the Swing Line Sublimit and within the limits referred to in
clause (ii) above, the Company may borrow under this 2.01(d), prepay pursuant to
Section 2.11 and reborrow under this Section 2.01(d).



          (e) US Letters of Credit. Each US Issuing Bank agrees, on the terms and
conditions hereinafter set forth, to issue letters of credit (each, a “US Letter of
Credit”) for the account of any Borrower under the US Revolving Credit Facility from time to
time on any Business Day during the period from the Closing Date until 30 days before the
Termination Date applicable to the US Revolving Credit Facility under clause (a)(i) of the
definition of “Termination Date” (i) in an aggregate Available Amount for all US Letters of Credit
not to



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exceed at any time the US Letter of Credit Sublimit, (ii) in an amount for each US Issuing
Bank not to exceed the amount of such US Issuing Bank’s US Letter of Credit Commitment at such time
(iii) in an amount for each such US Letter of Credit not to exceed an amount equal to the aggregate
Unused Revolving Credit Commitments of the US Revolving Lenders at such time and (iv) issued to
provide support with respect to the undertakings of the Company and/or any Subsidiary of the
Company. Each US Letter of Credit shall be in an amount of $500,000 or more and shall be
denominated in Dollars. No US Letter of Credit shall have an expiration date (including all rights
of such Borrower or the beneficiary to require renewal) of greater than one year or later than the
Termination Date applicable to the US Revolving Credit Facility under clause (a)(i) of the
definition of “Termination Date”; provided that any US Letter of Credit which provides for
automatic one-year extension(s) of such expiration date shall be deemed to comply with the
foregoing requirement if the US Issuing Bank has the unconditional right to prevent any such
automatic extension from taking place. Within the limits referred to above, any Borrower under the
US Revolving Credit Facility may request the issuance of Letters of Credit under this Section
2.01(e), repay any Advances resulting from drawings thereunder pursuant to Section
2.03(c) and request the issuance of additional Letters of Credit under this Section
2.01(e). If a US Letter of Credit shall be requested on behalf of a Subsidiary that is not a
Borrower hereunder, the Company shall have furnished to the US Issuing Bank, in form and substance
reasonably satisfactory to the US Issuing Bank, customary “know your customer” information
regarding such Subsidiary at least three Business Days prior to the date of the requested issuance.
Each “Existing US Letter of Credit” listed on Part A of Schedule 2.01(e) shall be deemed to
constitute a US Letter of Credit issued hereunder, and each Lender that is an issuer of such a US
Letter of Credit shall, for purposes of Section 2.03, be deemed to be an US 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 US Issuing Bank pursuant to the terms of this Agreement. The terms
“issue”, “issued”, “issuance” and all similar terms, when applied to a US Letter of Credit, shall
include any renewal, extension or amendment thereof.




          (f) Multicurrency Letters of Credit. Each Multicurrency Issuing Bank agrees, on
the terms and conditions hereinafter set forth, to issue multicurrency letter of credit (each, a
“Multicurrency Letter of Credit”) for the account of any Borrower under the Multicurrency
Revolving Credit Facility from time to time on any Business Day during the period from the Closing
Date until 30 days before the Termination Date applicable to the Multicurrency Revolving Credit
Facility under clause (a)(i) of the definition of “Termination Date” (i) in an aggregate
Available Amount (by reference to the Equivalent thereof in Dollars determined on the date of
delivery of the applicable Notice of Issuance) for all Multicurrency Letters of Credit not to
exceed at any time the Multicurrency Letter of Credit Sublimit, (ii) in an amount (by reference to
the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of
Issuance) for each Multicurrency Issuing Bank not to exceed the amount of such Multicurrency
Issuing Bank’s Multicurrency Letter of Credit Commitment at such time (iii) in an amount (by
reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable
Notice of Issuance) for each such Multicurrency Letter of Credit not to exceed an amount equal to
the aggregate Unused Revolving Credit Commitments of the Multicurrency Revolving Lenders at such
time and (iv) issued to provide support with respect to the undertakings of the Company and/or any
Subsidiaries that are Foreign Subsidiaries. Each Multicurrency Letter of Credit shall be in an
amount equal to the Equivalent of $500,000 or more and may be denominated in any Committed
Currency. No Multicurrency Letter of Credit shall



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have an expiration date (including all rights of such Borrower or the beneficiary to require
renewal) of greater than one year or later than the Termination Date applicable to the
Multicurrency Revolving Credit Facility under clause (a)(i) of the definition of
“Termination Date”; provided that any Multicurrency Letter of Credit which provides for
automatic one-year extension(s) of such expiration date shall be deemed to comply with the
foregoing requirement if the Multicurrency Issuing Bank has the unconditional right to prevent any
such automatic extension from taking place. Within the limits referred to above, any Borrower
under the Multicurrency Revolving Credit Facility may request the issuance of Letters of Credit
under this Section 2.01(f), repay any Advances resulting from drawings thereunder pursuant
to Section 2.03(c) and request the issuance of additional Letters of Credit under this
Section 2.01(f). If a Multicurrency Letter of Credit shall be requested on behalf of a
Foreign Subsidiary that is not a Borrower hereunder, the Company shall have furnished to the
Multicurrency Issuing Bank, in form and substance reasonably satisfactory to the Multicurrency
Issuing Bank, customary “know your customer” information regarding such Foreign Subsidiary at least
three Business Days prior to the date of the requested issuance. Each letter of credit listed on
Part B of Schedule 2.01(e) shall be deemed to constitute a Multicurrency Letter of Credit issued
hereunder, and each Lender that is an issuer of such a Multicurrency Letter of Credit shall, for
purposes of Section 2.03, be deemed to be a Multicurrency Issuing Bank for each such letter
of credit, provided that any renewal or replacement of any such letter of credit shall be
issued by a Multicurrency Issuing Bank pursuant to the terms of this Agreement. The terms “issue”,
“issued”, “issuance” and all similar terms, when applied to a Multicurrency Letter of Credit, shall
include any renewal, extension or amendment thereof.




          (g) Incremental Advances. Each Lender having an Incremental Term Commitment or an
Incremental Revolving Credit Commitment agrees, on the terms and conditions set forth in the
applicable Incremental Assumption Agreement, to make Incremental Term Advances to the Company
and/or Incremental Revolving Facility Loans to the Borrowers, in an aggregate principal amount not
to exceed its Incremental Term Loan Commitment or Incremental Revolving Facility Commitment, as the
case may be.



          SECTION 2.02 Borrowing Mechanics.



          (a) Each Term Borrowing and each Revolving Credit Borrowing shall be made upon the
applicable Borrower’s irrevocable notice to the Agent. Each such notice must be received by the
Agent not later than (I) 11:00 A.M. (New York City time) on the third Business Day prior to the
date of any proposed Borrowing consisting of Eurocurrency Rate Advances denominated in Dollars,
(II) 4:00 P.M. (London time) on the third Business Day prior to the date of any Borrowing
consisting of Eurocurrency Rate Advances denominated in Euros, (III) 11:00 A.M. (New York City
time) on the third Business Day prior to the date of any proposed Borrowing consisting of
Eurocurrency Rate Advances denominated in CDN, (IV) 2:00 P.M. (New York City time) on the fourth
Business Day prior to the date of any proposed Borrowing consisting of Eurocurrency Rate Advances
denominated in JPY, (V) 10:30 A.M. (Sydney time) on the fourth Business Day prior to the date of
any proposed Borrowing denominated in AU$, and (VI) 11:00 A.M. (New York City time) on the date of
the proposed Borrowing consisting of Base Rate Advances, and the Agent shall then give to each
Lender prompt notice thereof by telecopier. Each such notice of a Term Borrowing or a Revolving
Credit Borrowing (a “Notice of Borrowing”) shall be given by telephone, confirmed promptly
in writing or telecopier in



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substantially the form of Exhibit C hereto, specifying therein the (i) applicable Borrower,
(ii) applicable Facility, (iii) date of such Borrowing, (iv) Type of Advances comprising such
Borrowing, (v) aggregate amount of such Borrowing, (vi) in the case of a Borrowing consisting of
Eurocurrency Rate Advances, the initial Interest Period for such Advance, and (vii) currency for
each such Advance; provided, that the applicable Borrower shall not be entitled to request
any Borrowing that, if made, would result in more than fifteen different Interest Periods being in
effect hereunder at any one time. Each Lender shall, (I) before 1:00 P.M. (New York City time) on
the date of such Borrowing, in the case of a Borrowing consisting of Advances denominated in
Dollars, (II) before 3:00 P.M. (New York City time) on the date of such Borrowing, in the case of a
Borrowing consisting of Advances denominated in CDN, (III) before 3:00 P.M. (New York City time) on
the date of such Borrowing, in the case of a Borrowing consisting of Advances denominated in JPY,
(IV) before 3:00 P.M. (Sydney time) on the date of such Borrowing, in the case of a Borrowing
consisting of Advances denominated in AU$, and (V) before 11:00 A.M. (London time) on the date of
such Borrowing, in the case of a Borrowing consisting of Eurocurrency Rate Advances denominated in
Euros, 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 of such 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
applicable Borrowing at the address and in the account of such Borrower specified in the applicable
Notice of Borrowing.




          (b) Each Swing Line Borrowing shall be made on notice, given not later than 1:00 P.M. (New
York City time) on the date of the proposed Swing Line Borrowing by the applicable Borrower to the
Swing Line Bank and the Agent, of which the Agent shall give prompt notice to the Lenders. Each
such notice of a Swing Line Borrowing (a “Notice of Swing Line Borrowing”) shall be by
telephone, confirmed promptly in writing or telecopier, specifying therein the requested (i) date
of such Borrowing, (ii) amount of such Borrowing and (iii) maturity of such Borrowing (which
maturity shall be no later than the earlier of (A) the tenth Business Day after the requested date
of such Borrowing and (B) the Termination Date applicable to the US Revolving Credit Facility under
clause (a) of the definition of “Termination Date” (the “Swing Line Advance Maturity
Date”)). The Swing Line Bank shall, before 1:00 P.M. (New York City time) on the date of such
Swing Line Borrowing, make such Swing Line Borrowing available to the Agent at the Agent’s Account,
in same day funds. 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
applicable Borrower at the address and in the account of such Borrower specified in the applicable
Notice of Swing Line Borrowing. Upon written demand by the Swing Line Bank, with a copy of such
demand to the Agent, each other US Revolving Lender will purchase from the Swing Line Bank, and the
Swing Line Bank shall sell and assign to each such other US Revolving Lender, such other US
Revolving Lender’s Ratable Share of such outstanding Swing Line Advance, by making available for
the account of its Applicable Lending Office to the Agent for the account of the Swing Line Bank,
by deposit to the Agent’s Account, in same day funds, an amount equal to its Ratable Share of such
Swing Line Advance. Each Borrower hereby agrees to each such sale and assignment. Each US
Revolving Lender agrees to purchase its Ratable Share of an outstanding Swing Line Advance on (i)
the Business Day on which demand therefor is made by the Swing Line 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



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demand is given after such time. Upon any such assignment by the Swing Line Bank to any other
US Revolving Lender of a portion of a Swing Line Advance, the Swing Line Bank represents and
warrants to such other US Revolving Lender that the Swing Line Bank is the legal and beneficial
owner of such interest being assigned by it, but makes no other representation or warranty and
assumes no responsibility with respect to such Swing Line Advance, this Agreement, the Notes or the
Borrowers. If and to the extent that any US Revolving Lender shall not have so made its Ratable
Share of such Swing Line Advance available to the Agent, such US Revolving Lender agrees to pay to
the Agent forthwith on demand such amount together with interest thereon, for each day from the
date such US Revolving Lender is required to have made such amount available to the Agent until the
date such amount is paid to the Agent, at the Federal Funds Rate. If such US Revolving Lender
shall pay to the Agent such amount for the account of the Swing Line Bank on any Business Day, such
amount so paid in respect of principal shall constitute a Swing Line Advance made by such US
Revolving Lender on such Business Day for purposes of this Agreement, and the outstanding principal
amount of the Swing Line Advance made by the Swing Line Bank shall be reduced by such amount on
such Business Day.




          (c) Anything in subsection (a) above to the contrary notwithstanding, (i) after giving
effect to all Term A Borrowings, CDN Term A Borrowings, JPY Term A Borrowings and Euro Term A
Borrowings, there shall not be more than (W) five Interest Periods in effect in respect of the Term
A Facility, (X) five Interest Periods in effect in respect of the CDN Term A Facility, and (Y) five
Interest Periods in effect in respect of the JPY Term A Facility and (Z) five Interest Periods in
effect in respect of the Euro Term A Facility, (ii) after giving effect to all Term B Borrowings,
there shall not be more than five Interest Periods in effect in respect of the Term B Facility,
(iii) after giving effect to all Euro Term B Borrowings, there shall not be more than five Interest
Periods in effect in respect of the Euro Term B Facility and (iv) after giving effect to all
Revolving Credit Borrowings, there shall not be more than (A) ten Interest Periods in effect in
respect of the US Revolving Credit Facility and (B) ten Interest Periods in effect in respect of
the Multicurrency Revolving Credit Facility.



          (d) Each Notice of Borrowing and Notice of Swing Line Borrowing of any Borrower shall be
irrevocable and binding on such Borrower. In the case of any Borrowing that the related Notice of
Borrowing specifies is to be comprised of Eurocurrency Rate Advances, the Borrower requesting such
Borrowing shall indemnify each Lender against any loss, cost or expense incurred by such Lender as
a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for
such 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 Lender to fund the
Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such
failure, is not made on such date.



          (e) Unless the Agent shall have received notice from a Lender prior to the time of any
Borrowing under the applicable Revolving Credit Facility that such Lender will not make available
to the Agent such Lender’s ratable portion of such Borrowing under the applicable Revolving Credit
Facility, the Agent may assume that such Lender has made such portion available to the Agent on the
date of such Borrowing under the applicable Revolving Credit Facility in accordance with subsection
(a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make
available to the Borrower requesting such Borrowing



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under the applicable Revolving Credit Facility 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 agrees to repay to the Agent forthwith on demand such corresponding amount. If such Lender
does not pay such corresponding amount forthwith upon the Agent’s demand therefor, the Agent shall
promptly notify the applicable Borrower and such Borrower shall immediately pay such corresponding
amount to the Agent. The Agent shall also be entitled to receive from such Lender or such
Borrower, as the case may be, interest on such corresponding amount, 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 (i) in the case of such Borrower, the interest rate applicable at the time to Advances
comprising such Borrowing under the applicable Revolving Credit Facility and (ii) 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 JPY or Committed Currencies. If such Lender shall repay to the Agent such corresponding amount,
such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes
of this Agreement.




          (f) The failure of any Lender to make the Advance to be made by it as part of any
Borrowing or to make the Swing Line Advance to be made by it as part of any Swing Line Borrowing
shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the
date of such Borrowing or to prejudice any rights which any Borrower may have against any Lenders
as a result of any default by such Lender hereunder. No Lender shall be responsible for the
failure of any other Lender to make the Advance to be made by such other Lender on the date of any
Borrowing.



          SECTION 2.03 Issuance of and Drawings and Reimbursement Under Letters of Credit.



          (a) Request for Issuance. Each Letter of Credit issued under a Revolving Credit
Facility shall be issued upon notice (a “Notice of Issuance”), given not later than 11:00
A.M. (New York City time) on the third 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) or 10:30
A.M. (Sydney time) on the fourth Business Day prior to the date of the proposed issuance of such
Letter of Credit if denominated in AU$, by (i) any Borrower under the US Revolving Credit Facility
to any US Issuing Bank and/or (ii) any Borrower under the Multicurrency Revolving Credit Facility
to any Multicurrency Issuing Bank, and in each case of clauses (i) and (ii) of this sentence, such
US Issuing Bank or Multicurrency Issuing Bank, as the case may be, shall give the Agent prompt
notice thereof by facsimile, following its receipt of a Notice of Issuance from the applicable
Borrower; provided that any Letter of Credit requested pursuant to this Agreement may state or
indicate that the Company or any of its Restricted Subsidiaries is the “Account Party”,
“Applicant”, “applicant”, “Requesting Party” or any similar designation. Each such Notice of
Issuance of a Letter of Credit shall be initially made by telephone, confirmed promptly thereafter
in writing or by facsimile, and shall specify therein the requested (A) date of such issuance
(which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) Revolving
Credit Facility under which such Letter of Credit is to be issued, (D) if applicable, the Committed
Currency in which such Multicurrency Letter of Credit is to be denominated, (E) expiration date of
such Letter of Credit (which shall not be later than the earlier of five Business Days prior to the
scheduled Termination Date applicable to the



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applicable Revolving Credit Facility (under clause (a)(i) of the definition of “Termination
Date”) or one year after the date of issuance thereof; provided that any Letter of Credit
which provides for automatic one-year extension(s) of such expiration date shall be deemed to
comply with the foregoing requirement if the Issuing Bank has the unconditional right to prevent
any such automatic extension from taking place after such scheduled Termination Date), (F) name and
address of the beneficiary of such Letter of Credit, and (G) form of such Letter of Credit, and
shall be accompanied by such customary application and agreement for issuance of letters 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 Agreement”). If the requested
form of such Letter of Credit is acceptable to such Issuing Bank in its sole discretion, 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
Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Each
Borrower hereby acknowledges and agrees that, notwithstanding anything to the contrary in any
Letter of Credit requested pursuant to or issued under this Agreement which may state or indicate
that the “Account Party”, “Applicant”, “applicant”, “Requesting Party” or any similar designation
with respect to such requested Letter of Credit is a Person other than the applicable requesting
Borrower, (i) such Borrower is, and shall at all times remain, the “Applicant” (as defined in
Section 5-102(a) of the Uniform Commercial Code, as in effect in the State of New York) with
respect to each Letter of Credit issued by the Issuing Bank pursuant to a Notice of Issuance, and
(ii) all such Letters of Credit shall constitute “Letters of Credit” under, and as defined in, this
Agreement.




          (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 Revolving Credit Lenders under the applicable Revolving Credit
Facility, such Issuing Bank hereby grants to each such applicable Revolving Credit Lender under
such Revolving Credit Facility, and each such Revolving Credit 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 of the Revolving Credit Lenders under
each Revolving Credit Facility hereby absolutely and unconditionally agree to pay to the Agent, for
the account of such Issuing Bank under such Revolving Credit Facility, such Revolving Credit
Lender’s Ratable Share of each drawing made under a Letter of Credit issued under such Revolving
Credit Facility and funded by such Issuing Bank, and not reimbursed by the applicable Borrower by
payment in full to the Agent not later than 3:00 p.m. (New York City time) on the Business Day
following the date of such payment, in accordance with the terms of this Agreement, or of any
reimbursement payment required to be refunded to any Borrower for any reason. Each Revolving
Credit Lender hereby 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 any
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
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be automatically adjusted to reflect such Lender’s Ratable Share of the Available Amount of
such Letter of Credit under the applicable Revolving Credit Facility at each time such Lender’s
Revolving Credit Commitment is amended pursuant to an assignment in accordance with Section
9.07 or otherwise pursuant to this Agreement.




          (c) Drawing and Reimbursement. Not later than 3:00 p.m. (New York City time) on
the Business Day following the date of any payment by the applicable Issuing Bank under a Letter of
Credit or 3:00 P.M. (Sydney time) on the Business Day following the date of any payment by the
applicable Issuing Bank under a Letter of Credit denominated in AU$, the Company shall pay (or
shall cause the applicable Borrower to pay) to the Agent, an amount equal to the full amount of
such drawing plus all accrued and unpaid interest thereon from the date of such drawing through and
including the date of such payment (which shall accrue at the Base Rate), which amount shall be
payable in the Committed Currency in which such Letter of Credit was issued, and the Agent shall
promptly apply such amount to either (x) reimburse the applicable Issuing Bank for the full amount
of such drawing plus all accrued and unpaid interest thereon, or (y) to the extent that the
Revolving Credit Lenders under the applicable Revolving Credit Facility shall have already funded
participations or Revolving Credit Advances with respect to the payment under such Letter of
Credit, pursuant to Section 2.03(b) above or this Section 2.03(c), to pay to each
such Revolving Credit Lender an amount equal to such Revolving Credit Lender’s Ratable Share of
such drawing plus all accrued and unpaid interest thereon (which shall accrue at the Base Rate).
If the Company does not comply with the provisions of the preceding sentence, then 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 such Issuing Bank of a Revolving Credit Advance under the applicable
Revolving Credit Facility, which shall be a Base Rate Advance, in the amount of such draft (and if
such Letter of Credit was originally denominated in a Committed Currency other than Dollars, such
deemed Advance shall also automatically be exchanged for an Equivalent amount of Dollars at the
then applicable Spot Rate). The applicable 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 Revolving Credit Lender under the applicable Revolving
Credit Facility shall pay to the Agent such Revolving Credit Lender’s Ratable Share of such
outstanding Revolving Credit Advance under such Revolving Credit Facility, 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 Advance to be funded by such Lender. Each Revolving Credit
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 Revolving Credit Lender agrees to fund its Ratable
Share of an outstanding 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 11:00 A.M. (Sydney time)



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on such Business Day in the case of Advances denominated in AU$, 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 Revolving Credit Lender shall not have so made the amount of such Revolving Credit
Advance available to the Agent, such Revolving Credit 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.




          (d) Letter of Credit Reports. The applicable Issuing Bank shall furnish (A) to
the Agent (which shall promptly notify the applicable Revolving Credit Lenders) on the first
Business Day of each month a written report summarizing issuance and expiration dates of Letters of
Credit under each Revolving Credit Facility 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.



          SECTION 2.04 Incremental Commitments.



          (a) The Company may, by written notice to the Agent from time to time, request Incremental
Term Commitments and/or Incremental Revolving Credit Commitments, as applicable, in an amount not
to exceed the Incremental Amount from one or more Incremental Term Lenders and/or Incremental
Revolving Credit Lenders (which may include any existing Lender) willing to provide such
Incremental Term Advances and/or Incremental Revolving Credit Advances, as the case may be, in
their sole discretion; provided, that each Incremental Term Lender and/or Incremental
Revolving Credit Lender (which is not an existing Lender) shall be subject to the approval
requirements of Section 9.07. Such notice shall set forth (A) the amount of the
Incremental Term Commitments and/or Incremental Revolving Credit Commitments being requested (which
shall be in minimum increments of $5,000,000 and a minimum amount of $25,000,000 or equal to the
remaining Incremental Amount), (B) the date on which such Incremental Term Commitments and/or
Incremental Revolving Credit Commitments are requested to become effective (the “Increased
Amount Date”) and (C) (i) whether such Incremental Term Commitments are to be commitments to
make term advances (“Other Term Advances”) and/or (ii) whether such Incremental Revolving
Credit Commitments are to be Revolving Credit Commitments or commitments to make revolving advances
with pricing and/or amortization terms different from the Revolving Facility Advances (“Other
Revolving Credit Advances”).



          (b) The applicable Borrower and such other Loan Parties as may be required with respect to
such Incremental Term Commitment or Incremental Revolving Credit Commitment and each Incremental
Term Lender and/or Incremental Revolving Credit Lender shall execute and deliver to the Agent an
Incremental Assumption Agreement, guarantor acknowledgments and consents, Notes (if requested in
advance by the applicable Lenders) and such other closing or corporate documentation as the Agent
(acting at the direction of the applicable Incremental Lenders) shall reasonably request. Each
Incremental Assumption Agreement shall specify the terms of the Incremental Term Advances and/or
Incremental Revolving Credit Advances to be made thereunder, and shall be made (x) on terms and
conditions agreed to by the applicable Borrower and the applicable Incremental Lenders, and in a



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form that is reasonably acceptable to the Agent; provided, that (i) the Other Term
Advances and Other Revolving Facility Advances shall rank pari passu in right of payment and of
security with the Term Advances and Revolving Credit Advances, as applicable, (ii) the final
maturity date of (A) any Other Term Advances shall be no earlier than the scheduled Termination
Date applicable to the Term B Facility and Euro Term B Facility (as set forth in clause (c)
of the definition of “Termination Date”) and/or (B) any Other Revolving Facility Advances shall be
no earlier than the scheduled Termination Date applicable to the Revolving Credit Facilities (under
clause (a)(i) of the definition of “Termination Date”), (iii) the weighted average life to
maturity of any Other Term Advances shall be no shorter than the weighted average life to maturity
of the Term B Advances or Euro Term B Advances, (iv) the Other Revolving Facility Advances shall
require no scheduled amortization or mandatory commitment reductions prior to the scheduled
Termination Date applicable to the Revolving Credit Facilities (under clause (a)(i) of the
definition of “Termination Date”), (v) no Default shall have occurred and be continuing or would
result from such Incremental Term Advances and/or Incremental Revolving Credit Advances and (vi) in
the event that the Applicable Margin for any Other Term Advances or Other Revolving Facility
Advances is more than 50 basis points greater than the Applicable Margin for the Term Advances or
Revolving Credit Advances, as applicable, then the Applicable Margin for the Term Advances or
Revolving Credit Advances, as applicable, shall be increased to the extent necessary so that the
Applicable Margin for the Other Term Advances or Other Revolving Facility Advances is no more than
50 basis points greater than the Applicable Margin for the Term Advances or Revolving Credit
Advances, as applicable; provided further, that in determining the Applicable
Margin applicable to the Term Advances, Revolving Credit Advances, Other Term Advances and Other
Revolving Credit Advances, (x) original issue discount (“OID”) or upfront fees (which shall
be deemed to constitute like amounts of OID) payable by such Borrower to the Lenders in the primary
syndication thereof shall be included (with OID being equated to interest based on an assumed
four-year life to maturity), (y) customary arrangement or commitment fees payable to the arrangers
(or their affiliates) of such loans shall be excluded and (z) if the Eurocurrency Rate “floor”
applicable to the Other Term Advances or Other Revolving Facility Advances is higher than the
Eurocurrency Rate “floor” applicable to the Term B Advances or Euro Term B Advances or Revolving
Credit Advances, as applicable, then the amount of such difference shall be deemed to be an
increase in the Applicable Margin for the Other Term Advances or Other Revolving Facility Advances
for purposes of determining compliance with this clause (vi) (it being agreed, however, that the
Company may elect to satisfy, at least in part, the requirements of this clause (vi) by increasing
the Eurocurrency Rate “floor” applicable to the relevant existing Term B Advances or Euro Term B
Advances or Revolving Credit Advances to a rate that is no greater than the Eurocurrency Rate
“floor” applicable to the applicable Other Term Advances and Other Revolving Credit Advances). The
Agent shall promptly notify each Lender as to the effectiveness of each Incremental Assumption
Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any
Incremental Assumption Agreement, this Agreement shall be amended to the extent (but only to the
extent) necessary to reflect the existence and terms of the Incremental Term Commitments and/or
Incremental Revolving Credit Commitments evidenced thereby. Any such deemed amendment may be
memorialized in writing by the Agent with the Company’s consent (not to be unreasonably withheld,
delayed or conditioned) and furnished to the other Persons then party to this Agreement.




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     (c) Notwithstanding the foregoing, no Incremental Term Commitment or Incremental
Revolving Facility Commitment shall become effective under this Section 2.04 unless (i) on
the date of such effectiveness, the representations and warranties set forth in Section
4.01 shall be true and correct and the Agent (acting at the direction of the applicable
Incremental Lenders) shall have received a certificate to that effect dated such date and executed
by a Responsible Officer of the Borrower, (ii) the Agent shall have received legal opinions, board
resolutions and other closing certificates and documentation as required by the relevant
Incremental Assumption Agreement and consistent with those delivered on the Closing Date under
Section 3.01 and such additional documents and filings (including amendments to the
Mortgages and other Security Documents and title endorsement bringdowns) as the Agent may
reasonably require to assure that the Incremental Term Advances and/or Incremental Revolving
Facility Advances are secured by the Collateral ratably with the existing Term Advances and
Revolving Credit Advances, and (iii) the Borrowers would be in Pro Forma Compliance, calculated as
of the last day of the most recently ended fiscal quarter for which financial statements delivered
under Section 5.01(a)(i) are available, determined on a Pro Forma Basis giving effect to such
Incremental Term Commitment and/or Incremental Revolving Credit Commitments (assuming for such
purpose that any such Incremental Revolving Credit Commitments are fully drawn) and the Advances to
be made thereunder and the application of the proceeds therefrom as if made and applied on such
date.



          (d) Each of the parties hereto hereby agrees that the Agent may take any and all action as may
be reasonably necessary to ensure that all Incremental Term Advances and/or Incremental Revolving
Facility Advances (other than Other Term Advances or Other Revolving Credit Advances), when
originally made, are included in each Borrowing of outstanding Term Advances or Revolving Facility
Advances on a pro rata basis.



          SECTION 2.05 Fees. (a) Commitment Fee. The Company will pay, or will cause another
Borrower to pay (with regard to the Japanese Borrower, to the extent permitted by Japanese Law, if
applicable), to the Agent for the account of each Revolving Credit Lender under the applicable
Revolving Credit Facility (other than any Defaulting Lender), three Business Days after the last
day of March, June, September and December in each year, and on the Termination Date of such
Revolving Credit Facility (pursuant to clause (a) of the definition of “Termination Date”),
a commitment fee (the “Commitment Fee”) on the daily amount of the Unused Revolving Credit
Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter
period commencing with the Closing Date or ending with such Termination Date), which shall accrue
at 0.50% per annum; provided such rate per annum shall be reduced to 0.375% per annum for
any period in which the Net Total Leverage Ratio, calculated as of the last day of the most
recently ended and reported fiscal quarter, is equal to or less than 2.75:1.00. All Commitment
Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days.
For the purpose of calculating any US Revolving Lender’s Commitment Fee, the outstanding Swing Line
Advances during the period for which such US Revolving Lender’s Commitment Fee is calculated shall
be deemed to be zero. The Commitment Fee due to each Revolving Credit Lender shall commence to
accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such
Revolving Credit Facility.



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          (b) Letter of Credit Fees. (i) The Company will pay, or will cause another Borrower
to pay (with regard to the Japanese Borrower, to the extent permitted by Japanese Law, if
applicable), to the Agent for the account of each Revolving Credit Lender a commission on such
Revolving Credit Lender’s Ratable Share of the average daily aggregate Available Amount of all
Letters of Credit under each Revolving Credit Facility issued and outstanding from time to time at
a rate per annum equal to the Applicable Margin for Eurocurrency Rate Advances for Revolving Credit
Advances in effect from time to time during each calendar quarter, payable in arrears quarterly
within three Business Days after the last day of each March, June, September and December,
commencing with the quarter ended December 31, 2011, and on the Termination Date (pursuant to
clause (a) of the definition of “Termination Date”) and thereafter payable upon demand.




          (ii) The Company will pay (with regard to the Japanese Borrower, to the extent permitted
by Japanese Law, if applicable), or will cause another Borrower to pay, to the respective
Issuing Bank, for its own account, (x) a fronting fee equal to 0.125% per annum on the
aggregate face amount of each Letter of Credit issued by such Issuing Bank under the
applicable Revolving Credit Facility and (y) other customary administrative, issuance,
amendment and other charges.



          (c) Agent’s Fees. The Company will pay (with regard to the Japanese Borrower, to the
extent permitted by Japanese Law, if applicable), or will cause another Borrower to pay, to the
Agent for its own account such fees as may from time to time be agreed between the Company and the
Agent.



          (d) Defaulting Lender. Anything herein to the contrary notwithstanding, during such
period as a Lender is a Defaulting Lender, such Defaulting Lender shall not be entitled to any fees
accruing during such period pursuant to Section 2.19(b)(iii) and this Section 2.05
(without prejudice to the rights of the Non-Defaulting Lenders in respect of such fees),
provided that (a) to the extent that a portion of the L/C Exposure or Swing Line Exposure
of such Defaulting Lender is reallocated to the Non-Defaulting Lenders pursuant to Section
2.19(a), such fees that would have accrued for the benefit of such Defaulting Lender shall
instead accrue for the benefit of and be payable to such Non-Defaulting Lenders, pro
rata in accordance with their respective Commitments, and (b) to the extent of any portion
of such L/C Exposure or Swing Line Exposure that cannot be so reallocated such fees shall instead
accrue for the benefit of and be payable to the Issuing Banks and the Swing Line Bank as their
interests appear (and the pro rata payment provisions of Section 2.19(b)
shall automatically be deemed adjusted to reflect the provisions of this Section).



          SECTION 2.06 Termination or Reduction of the Commitments. (a) Optional. The Company
shall have the right, upon at least five Business Days’ notice to the Agent, to terminate in whole
or permanently reduce, ratably among the Revolving Credit Lenders under the applicable Revolving
Credit Facility (except as otherwise permitted by Section 2.19), the respective Unused
Revolving Credit Commitments of such Lenders, provided that each partial reduction shall be
in the aggregate amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof.



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          (b) Mandatory.




          (i) The aggregate Term Commitments under each Term Facility shall be automatically and
permanently reduced to zero on the date of the Borrowings in respect of such Term Facility.




          (ii) If, after giving effect to any reduction or termination of US Revolving Credit
Commitments under this Section 2.06, the aggregate amount of the US Letter of Credit
Sublimit plus the Swing Line Sublimit exceeds the total amount of the US Revolving Credit
Facility at such time, then the US Letter of Credit Sublimit and/or the Swing Line Sublimit
shall be automatically reduced by the amount of such excess (provided, that the
Company may determine the allocation of reductions between the US Letter of Credit Sublimit
and/or the Swing Line Sublimit, except to the extent that its ability to reduce the US
Letter of Credit Sublimit is limited by outstanding Letters of Credit and/or Unpaid
Amounts).




          (iii) If, after giving effect to any reduction or termination of Multicurrency
Revolving Credit Commitments under this Section 2.06, the aggregate amount of the
Multicurrency Letter of Credit Sublimit exceeds the total amount of the Multicurrency
Revolving Credit Facility at such time, then the Multicurrency Letter of Credit Sublimit
shall be automatically reduced by the amount of such excess.



          (c) Termination of Defaulting Lender. The Company may terminate the unused amount of
the Commitment of any Lender that is a Defaulting Lender upon not less than five Business Days’
prior notice to the Agent (which shall promptly notify the Lenders thereof), and in such event the
provisions of Section 2.19(b) will apply to all amounts thereafter paid by the Company for
the account of such Defaulting Lender under this Agreement (whether on account of principal,
interest, fees, indemnity or other amounts), provided that (i) no Event of Default shall
have occurred and be continuing and (ii) such termination shall not be deemed to be a waiver or
release of any claim the Borrower, the Agent, the Issuing Banks, the Swing Line Bank or any Lender
may have against such Defaulting Lender.



          SECTION 2.07 Repayment of Advances. (a)




          (i) Term A Advances. The Company shall repay to the Term A Lenders, in
Dollars, the aggregate principal amount of all Term A Advances outstanding on the following
dates in the respective amounts set forth opposite such dates (which amounts shall be
reduced as a result of the application of prepayments in accordance with the order or
priority set forth in Section 2.11):



	 	 	 
	 	 	Principal Amortization Payment
	 	 	(shown as a % of
	Date	 	Original Principal Amount)
	December 31, 2011
	 	1.25%
	March 31, 2012
	 	1.25%
	June 30, 2012
	 	1.25%
	September 30, 2012
	 	1.25%
	December 31, 2012
	 	2.50%
	March 31, 2013
	 	2.50%






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	 	 	Principal Amortization Payment
	 	 	(shown as a % of
	Date	 	Original Principal Amount)
	June 30, 2013
	 	2.50%
	September 30, 2013
	 	2.50%
	December 31, 2013
	 	2.50%
	March 31, 2014
	 	2.50%
	June 30, 2014
	 	2.50%
	September 30, 2014
	 	2.50%
	December 31, 2014
	 	6.25%
	March 31, 2015
	 	6.25%
	June 30, 2015
	 	6.25%
	September 30, 2015
	 	6.25%
	December 31, 2015
	 	12.50%
	March 31, 2016
	 	12.50%
	June 30, 2016
	 	12.50%
	October 3, 2016
	 	Outstanding Principal Amount
	 
	 
	Total:
	 	100.00%
	 
	 






provided, however, that the final principal repayment installment of the
Term A Advances shall be repaid on the Termination Date applicable to the Term A Facility
(under clause (b) of the definition of “Termination Date”) and in any event shall be
in an amount equal to the aggregate principal amount of all Term A Advances outstanding on
such date.




          (ii) CDN Term A Advances. The CDN Borrower shall repay, or cause to be repaid,
to the CDN Term A Lenders, in CDN, the aggregate principal amount of all CDN Term A Advances
outstanding on the following dates in the respective amounts set forth opposite such dates
(which amounts shall be reduced as a result of the application of prepayments in accordance
with the order or priority set forth in Section 2.11):



	 	 	 
	 	 	Principal Amortization Payment
	 	 	(shown as a % of
	Date	 	Original Principal Amount)
	December 31, 2011
	 	1.25%
	March 31, 2012
	 	1.25%
	June 30, 2012
	 	1.25%
	September 30, 2012
	 	1.25%
	December 31, 2012
	 	2.50%
	March 31, 2013
	 	2.50%
	June 30, 2013
	 	2.50%
	September 30, 2013
	 	2.50%
	December 31, 2013
	 	2.50%
	March 31, 2014
	 	2.50%
	June 30, 2014
	 	2.50%
	September 30, 2014
	 	2.50%






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	 	 	Principal Amortization Payment
	 	 	(shown as a % of
	Date	 	Original Principal Amount)
	December 31, 2014
	 	6.25%
	March 31, 2015
	 	6.25%
	June 30, 2015
	 	6.25%
	September 30, 2015
	 	6.25%
	December 31, 2015
	 	12.50%
	March 31, 2016
	 	12.50%
	June 30, 2016
	 	12.50%
	October 3, 2016
	 	Outstanding Principal Amount
	 
	 
	Total:
	 	100.00%
	 
	 






provided, however, that the final principal repayment installment of the CDN
Term A Advances shall be repaid on the Termination Date applicable to the CDN Term A
Facility (under clause (b) of the definition of “Termination Date”) and in any event
shall be in an amount equal to the aggregate principal amount of all CDN Term A Advances
outstanding on such date.




          (iii) JPY Term A Advances. The JPY Borrower shall repay, or cause to be
repaid, to the JPY Term A Lenders, in JPY, the aggregate principal amount of all JPY Term A
Advances outstanding on the following dates in the respective amounts set forth opposite
such dates (which amounts shall be reduced as a result of the application of prepayments in
accordance with the order or priority set forth in Section 2.11):



	 	 	 
	 	 	Principal Amortization Payment
	 	 	(shown as a % of
	Date	 	Original Principal Amount)
	December 31, 2011
	 	1.25%
	March 31, 2012
	 	1.25%
	June 30, 2012
	 	1.25%
	September 30, 2012
	 	1.25%
	December 31, 2012
	 	2.50%
	March 31, 2013
	 	2.50%
	June 30, 2013
	 	2.50%
	September 30, 2013
	 	2.50%
	December 31, 2013
	 	2.50%
	March 31, 2014
	 	2.50%
	June 30, 2014
	 	2.50%
	September 30, 2014
	 	2.50%
	December 31, 2014
	 	6.25%
	March 31, 2015
	 	6.25%
	June 30, 2015
	 	6.25%
	September 30, 2015
	 	6.25%
	December 31, 2015
	 	12.50%
	March 31, 2016
	 	12.50%





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	 	 	Principal Amortization Payment
	 	 	(shown as a % of
	Date	 	Original Principal Amount)
	June 30, 2016
	 	12.50%
	October 3, 2016
	 	Outstanding Principal Amount
	 
	 
	Total:
	 	100.00%
	 
	 






provided, however, that the final principal repayment installment of the JPY
Term A Advances shall be repaid on the Termination Date applicable to the JPY Term A
Facility (under clause (b) of the definition of “Termination Date”) and in any event
shall be in an amount equal to the aggregate principal amount of all JPY Term A Advances
outstanding on such date.




          (iv) Euro Term A Advances. The Euro TLA Borrowers shall repay, or cause to be
repaid, to the Euro Term A Lenders, in Euros, the aggregate principal amount of all Euro
Term A Advances outstanding on the following dates in the respective amounts set forth
opposite such dates (which amounts shall be reduced as a result of the application of
prepayments in accordance with the order or priority set forth in Section 2.11):



	 	 	 
	 	 	Principal Amortization Payment
	 	 	(shown as a % of
	Date	 	Original Principal Amount)
	December 31, 2011
	 	1.25%
	March 31, 2012
	 	1.25%
	June 30, 2012
	 	1.25%
	September 30, 2012
	 	1.25%
	December 31, 2012
	 	2.50%
	March 31, 2013
	 	2.50%
	June 30, 2013
	 	2.50%
	September 30, 2013
	 	2.50%
	December 31, 2013
	 	2.50%
	March 31, 2014
	 	2.50%
	June 30, 2014
	 	2.50%
	September 30, 2014
	 	2.50%
	December 31, 2014
	 	6.25%
	March 31, 2015
	 	6.25%
	June 30, 2015
	 	6.25%
	September 30, 2015
	 	6.25%
	December 31, 2015
	 	12.50%
	March 31, 2016
	 	12.50%
	June 30, 2016
	 	12.50%
	October 3, 2016
	 	Outstanding Principal Amount
	 
	 
	Total:
	 	100.00%
	 
	 




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provided, however, that the final principal repayment installment of the
Euro Term A Advances shall be repaid on the Termination Date applicable to the Euro Term A
Facility (under clause (b) of the definition of “Termination Date”) and in any event
shall be in an amount equal to the aggregate principal amount of all Euro Term A Advances
outstanding on such date.




     (b) (i) Term B Advances. The Company shall repay, or cause to be repaid, to
the Term B Lenders, in Dollars, the aggregate principal amount of all Term B Advances
outstanding on the following dates in the respective amounts set forth opposite such dates
(which amounts shall be reduced as a result of the application of prepayments in accordance
with Section 2.07(h) and Section 2.11):



	 	 	 
	 	 	Principal Amortization Payment
	 	 	(shown as a % of
	Date	 	Original Principal Amount)
	December 31, 2011
	 	0.25%
	March 31, 2012
	 	0.25%
	June 30, 2012
	 	0.25%
	September 30, 2012
	 	0.25%
	December 31, 2012
	 	0.25%
	March 31, 2013
	 	0.25%
	June 30, 2013
	 	0.25%
	September 30, 2013
	 	0.25%
	December 31, 2013
	 	0.25%
	March 31, 2014
	 	0.25%
	June 30, 2014
	 	0.25%
	September 30, 2014
	 	0.25%
	December 31, 2014
	 	0.25%
	March 31, 2015
	 	0.25%
	June 30, 2015
	 	0.25%
	September 30, 2015
	 	0.25%
	December 31, 2015
	 	0.25%
	March 31, 2016
	 	0.25%
	June 30, 2016
	 	0.25%
	September 30, 2016
	 	0.25%
	December 31, 2016
	 	0.25%
	March 31, 2017
	 	0.25%
	June 30, 2017
	 	0.25%
	September 30, 2017
	 	0.25%
	December 31, 2017
	 	0.25%
	March 31, 2018
	 	0.25%
	June 30, 2018
	 	0.25%
	October 3, 2018
	 	Outstanding Principal Amount
	 
	 
	Total:
	 	100.00%
	 
	 





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provided, however, that the final principal repayment installment of the
Term B Advances shall be repaid on the Termination Date applicable to the Term B Facility
(under clause (c) of the definition of “Termination Date”) and in any event shall be
in an amount equal to the aggregate principal amount of all Term B Advances outstanding on
such date.




          (ii) Euro Term B Advances. The Euro TLB Borrowers shall repay, or cause to be
repaid, to the Euro Term B Lenders, in Euros, the aggregate principal amount of all Euro
Term B Advances outstanding on the following dates in the respective amounts set forth
opposite such dates (which amounts shall be reduced as a result of the application of
prepayments in accordance with Section 2.07(h) and Section 2.11):



	 	 	 
	 	 	Principal Amortization Payment
	 	 	(shown as a % of
	Date	 	Original Principal Amount)
	December 31, 2011
	 	0.25%
	March 31, 2012
	 	0.25%
	June 30, 2012
	 	0.25%
	September 30, 2012
	 	0.25%
	December 31, 2012
	 	0.25%
	March 31, 2013
	 	0.25%
	June 30, 2013
	 	0.25%
	September 30, 2013
	 	0.25%
	December 31, 2013
	 	0.25%
	March 31, 2014
	 	0.25%
	June 30, 2014
	 	0.25%
	September 30, 2014
	 	0.25%
	December 31, 2014
	 	0.25%
	March 31, 2015
	 	0.25%
	June 30, 2015
	 	0.25%
	September 30, 2015
	 	0.25%
	December 31, 2015
	 	0.25%
	March 31, 2016
	 	0.25%
	June 30, 2016
	 	0.25%
	September 30, 2016
	 	0.25%
	December 31, 2016
	 	0.25%
	March 31, 2017
	 	0.25%
	June 30, 2017
	 	0.25%
	September 30, 2017
	 	0.25%
	December 31, 2017
	 	0.25%
	March 31, 2018
	 	0.25%
	June 30, 2018
	 	0.25%
	October 3, 2018
	 	Outstanding Principal Amount
	 
	 
	Total:
	 	100.00%
	 
	 





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provided, however, that the final principal repayment installment of the
Euro Term B Advances shall be repaid on the Termination Date applicable to the Euro Term B
Facility (under clause (d) of the definition of “Termination Date”) and in any event
shall be in an amount equal to the aggregate principal amount of all Euro Term B Advances
outstanding on such date.



          (c) US Revolving Credit Advances. Each Borrower thereunder shall repay to the Agent
for the ratable account of the US Revolving Lenders on the Termination Date applicable to the US
Revolving Credit Facility (under clause (a) of the definition of “Termination Date”), in
Dollars the aggregate principal amount of the Revolving Credit Advances made to it and then
outstanding.



          (d) Multicurrency Revolving Credit Advances. Each Borrower thereunder shall repay to
the Agent for the ratable account of the Multicurrency Revolving Lenders on the Termination Date
applicable to the Multicurrency Revolving Credit Facility (under clause (a) of the
definition of “Termination Date”) the aggregate principal amount of the Multicurrency Revolving
Credit Advances made to it and then outstanding; provided, that each Multicurrency
Revolving Credit Advance shall be repaid in the Committed Currency in which such Multicurrency
Revolving Credit Advance was borrowed.



          (e) Swing Line Advances. Each Borrower of a Swing Line Borrowing shall repay to the
Agent for the account of (i) the Swing Line Bank and (ii) each other US Revolving Lender which has
made a Swing Line Advance by purchase from the Swing Line Bank pursuant to Section 2.02(b),
in Dollars, the outstanding principal amount of each Swing Line Advance made to such Borrower on
the Swing Line Advance Maturity Date specified in the applicable Notice of Swing Line Borrowing.



          (f) Incremental Advances. In the event that any Incremental Advances are made on an
Increased Amount Date, the applicable Borrower shall repay such Incremental Advances on the dates
and in the amounts set forth in the Incremental Assumption Agreement.



          (g) Letter of Credit Reimbursements. The obligation of any Borrower under this
Agreement, any Letter of Credit Agreement and any other agreement or instrument, in each case, to
reimburse a drawing under a Letter of Credit, or to repay any Revolving Credit Advance that results
from payment of a drawing under a Letter of Credit, shall in any event be unconditional and
irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement, such Letter of Credit Agreement and such other agreement or instrument under all
circumstances, including, without limitation, the following circumstances (it being understood that
any such payment by such 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 Issuing Bank of
any draft or the reimbursement by such Borrower thereof):




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


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          (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 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 a Borrower’s obligations hereunder.



     (h) Application of Payments. Subject to Section 2.19, prepayments from:




          (i) Except as otherwise provided in Section 2.11(c), all Net Cash Proceeds
pursuant to Section 2.11(b)(ii) and Excess Cash Flow pursuant to Section
2.11(b)(iii) to be applied to prepay Term Advances shall be applied (A) to reduce on a
pro rata basis (based on the relative size of such amortization payments) in direct order of
occurrence the next eight unpaid quarterly scheduled amortization payments under paragraphs
(a) and (b) above in respect of the Term A Advances, CDN Term A Advances, JPY Term A
Advances, Euro Term A Advances, Term B Advances and Euro Term B Advances, and (B)
thereafter, to reduce on a pro rata basis the remaining scheduled amortization payments in
respect of the Term A Advances, CDN Term A Advances, JPY Term A Advances, Euro Term A Advances, Term B Advances and Euro Term B
Advances; and




          (ii) any optional prepayments of the Term Advances pursuant to Section 2.11(a)
shall be applied to reduce the remaining scheduled amortization payments of the either the
Term A Advances, CDN Term A Advances, JPY Term A Advances, Euro Term A Advances, Term B
Advances or the Euro Term B Advances, as directed by the Company in its sole discretion,
provided such optional prepayments will be applied on a pro rata basis within each
of the selected Term Facilities.


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          (i) Notwithstanding anything to the contrary in this Agreement, no Excluded Foreign Subsidiary
shall be obligated to repay any Advance or loan made to the Company or any of its Domestic
Subsidiaries or any other obligation of the Company or any of its Domestic Subsidiaries.



          SECTION 2.08 Interest on Advances. (a) Scheduled Interest. Each Borrower shall pay
interest (computed in accordance with Section 2.14) on the unpaid principal amount of each Advance
owing by it to each Lender from the date of such Advance until such principal amount shall be paid
in full, at the following rates per annum:




          (i) Base Rate Advances. During such periods as such Advance is a Base Rate
Advance and for each Swing Line 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 (A) in the case of a Base Rate Advance that is
not a Swing Line Advance, quarterly on the last Business 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 or (B) in the case of a Base Rate Advance that is a Swing Line Advance, on
the date such Swing Line Advance shall be paid in full, in each case payable in Dollars.




          (ii) Eurocurrency Rate Advances. During such periods as such Advance is a
Eurocurrency Rate Advance, a rate per annum equal at all times during each Interest Period
for such Advance to the sum of (x) the Eurocurrency Rate for such Interest Period for such
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, in each case payable in the Committed Currency
(or JPY, in applicable) in which the applicable Advance was borrowed.



          (b) Default Interest. If all or a portion of (i) the principal amount of any Advance
or (ii) any interest payable thereon shall not be paid when due (whether at the stated maturity, by
acceleration or otherwise), such overdue amount shall bear interest at a rate per annum which is
the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section 2.08 plus 2.00% per annum from the date of such non-payment
until such amount is paid in full. If all or a portion of any fee or other amount payable under
this Agreement that is not specified in clause (i) or (ii) above shall not be paid when due, then
such amount shall bear interest at a rate per annum equal to the rate per annum then required to be
paid on Base Rate Advances plus 2.00% from the date of such non-payment until such amount is paid
in full. For purposes of this Agreement, principal shall be “overdue” only if not paid in
accordance with the provisions of Section 2.07.



          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. 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


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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 Required Lenders notify the Agent
that (i) they are unable to obtain matching deposits in the applicable currency in the London
inter-bank 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 Advances as a 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 Required Lenders of making, funding or maintaining
their respective Eurocurrency Rate Advances in the applicable currency for such Interest Period,
the Agent shall forthwith so notify each Borrower and the Lenders, whereupon (A) the Borrower of
such Eurocurrency Rate Advances in such currency 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 JPY or a Committed Currency (other than Dollars),
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, or
to Convert Revolving Credit Advances into, Eurocurrency Rate Advances in such currency shall be
suspended until the Agent shall notify each Borrower and the Lenders that the circumstances causing
such suspension no longer exist; provided that, if the circumstances set forth in clause
(ii) above are applicable, the applicable Borrower may elect, by notice to the Agent and the
Lenders, to continue such Advances in JPY or such Committed Currency for Interest Periods of not
longer than one month, which Advances shall thereafter bear interest at a rate per annum equal to
the Applicable Margin plus, for each Lender, the cost to such Lender (expressed as a rate
per annum) of funding its Eurocurrency Rate Advances by whatever means it reasonably determines to
be appropriate. Each Lender shall certify its cost of funds for each Interest Period to the Agent
and the Company as soon as practicable (but in any event not later than ten Business Days after the
first day of such Interest Period).



          (c) If any Borrower shall fail to select the duration of any Interest Period for any
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 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 JPY or a Committed Currency
(other than Dollars), be exchanged for an Equivalent amount of Dollars and Convert into Base Rate
Advances.



          (d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances
comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than
$5,000,000, such Advances shall automatically (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 JPY or a Committed Currency


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(other than Dollars), be exchanged for an Equivalent
amount of Dollars and Convert into Base Rate Advances.




          (e) Upon the occurrence and during the continuance of any Event of Default, upon the request
of the Required Lenders, (i) each Eurocurrency Rate Advance will 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 Base a Rate Advance and (B) if such Eurocurrency Rate Advance is
denominated in JPY or a Committed Currency (other than Dollars), be exchanged for an Equivalent
amount of Dollars and be Converted into a Base Rate Advance and (ii) the obligation of the Lenders
to make, or to Convert Advances into, Eurocurrency Rate Advances shall be automatically suspended.



          (f) If Reuters Page EURIBOR01 (or its successor or substitute page) is unavailable and
fewer than two Reference Banks furnish timely information to the Agent for determining the
Eurocurrency Rate for any Eurocurrency Rate Advances, then:




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




          (ii) each such Eurocurrency Rate Advances will automatically, on the last day of the
then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated
in Dollars, Convert into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is
denominated in JPY or a Committed Currency (other than Dollars), be prepaid by the
applicable Borrower or be automatically exchanged for an Equivalent amount of Dollars and be
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 to Convert
Revolving Credit Advances into Eurocurrency Rate Advances shall be suspended until the Agent
shall notify the Borrowers and the Lenders that the circumstances causing such suspension no
longer exist.



          (g) For the purposes of the Interest Act (Canada) and disclosure thereunder, whenever any
interest or any fee to be paid hereunder or in connection herewith is to be calculated on the basis
of a 360-day or 365-day year, the yearly rate of interest to which the rate used in such
calculation is equivalent is the rate so used multiplied by the actual number of days in the
calendar year in which the same is to be ascertained and divided by 360 or 365, as applicable. The
rates of interest under this Agreement are nominal rates, and not effective rates or yields. The
principle of deemed reinvestment of interest does not apply to any interest calculation under this
Agreement.



          (h) If any provision of this Agreement would oblige the CDN Borrower to make any payment of
interest or other amount payable to any Lender in an amount or calculated at a rate which would be
prohibited by applicable Law or would result in a receipt by that Lender of “interest” at a
“criminal rate” (as such terms are construed under the Criminal Code (Canada)), then,
notwithstanding such provision, such amount or rate shall be deemed to have


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been adjusted with
retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be
so prohibited by Law or so result in a receipt by that Lender of “interest” at a “criminal rate”,
such adjustment to be effected, to the extent necessary (but only to the extent necessary), as
follows (i) first, by reducing the amount or rate of interest required to be paid to the affected
Lender under Section 2.08 and (ii) thereafter, by reducing any fees, commissions, costs, expenses,
premiums and other amounts required to be paid to the affected Lender which would constitute
interest for purposes of section 347 of the Criminal Code (Canada).




          SECTION 2.10 Optional Conversion of Advances. Each Borrower may on any Business Day, upon notice
given to the Agent (x) not later than 11:00 A.M. (New York City time) on the third Business Day
prior to the date of the proposed Conversion and subject to the provisions of Sections 2.09
and 2.13 in the case of conversion of Base Rate Advances to Eurocurrency Rate Advances, and
(y) not later than 11:00 A.M. (New York City time) on the date of the proposed conversion in the
case of conversion of Eurocurrency Rate Advances to Base Rate Advances, Convert all Advances
denominated in Dollars of one Type comprising the same Borrowing into Advances denominated in
Dollars of the other Type (provided, however, that the Conversion of Eurocurrency
Rate Advances into Base Rate Advances made on any date other than the last day of an Interest
Period for such Eurocurrency Rate Advances shall be subject to the payment by the Borrowers of
breakage and other costs pursuant to Section 9.04(c)), any Conversion of Base Rate Advances into
Eurocurrency Rate Advances shall be in an amount not less than the Eurocurrency Rate Borrowing
Minimum or the Eurocurrency Rate Borrowing Multiple in excess thereof and no Conversion of any
Advances shall result in more separate Borrowings than permitted under Section 2.02(a).
Each such notice of a Conversion shall, within the restrictions specified above, specify (i) the
date of such Conversion, (ii) the Dollar denominated Advances to be Converted, and (iii) if such
Conversion is into Eurocurrency Rate Advances, the duration of the initial Interest Period for each
such Advance. Each notice of Conversion shall be irrevocable and binding on the Borrower
requesting such Conversion.


SECTION 2.11 Prepayments of Term Advances, Revolving Credit Advances and Swing Line Advances. (a) Optional. (i) Each Borrower may, upon notice at least three Business Days’ prior
to the date of such prepayment (or in the case of Advances denominated in AU$, at least five
Business Days) (which notice shall be revocable by the applicable Borrower only to the extent that
such prepayment notice stated that such prepayment was conditioned upon the effectiveness of other
credit facilities, in which case such notice may be revoked by the applicable Borrower (by written
notice from the Company to the Agent on or prior to the specified effective date) if such condition
to prepayment is or will not be satisfied), in the case of Eurocurrency Rate Advances, and not
later than 11:00 A.M. (New York City time), or 10:30 A.M. Sydney time in the case of AU$ Advances,
on the date of such prepayment, in the case of Base Rate Advances, to the Agent stating the
proposed date and aggregate principal amount of the prepayment, and if such notice is given such
Borrower shall, prepay the outstanding principal amount of the Term Advances comprising part of the
same Term Borrowing, Revolving Credit Advances comprising part of the same Revolving Credit
Borrowing or Swing Line Advances comprising part of the same Swing Line 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 of (A) not less than $1,000,000 or a whole multiple of $100,000 in
excess thereof in the case of a Term Advance, (B) not less than the Revolving Credit Borrowing
Minimum or a Revolving Credit



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Borrowing Multiple in excess thereof in the case of Revolving Credit
Advances or (V) not less than $500,000 or an integral multiple thereof in the case of Swing Line
Advances and (y) in the event of any such prepayment of a Eurocurrency Rate Advance, other than on
the last day of an Interest Period thereunder, the Borrower making such prepayment shall be
obligated to reimburse the Lenders in respect thereof pursuant to Section 9.04(c);





          (ii) At the time of the effectiveness of any Repricing Transaction that is consummated
prior to the first anniversary of the Closing Date, the Borrowers agree to pay to the Agent,
for the ratable account of each Lender with outstanding Term B Advances which are repaid or
prepaid pursuant to such Repricing Transaction, a fee in an amount equal to 1.00% of the
aggregate principal amount of all Term B Advances prepaid in connection with such Repricing
Transaction. Such fees shall be due and payable upon the date of the effectiveness of such
Repricing Transaction.



          (b) Mandatory. (i) If, on any date, the Agent notifies the Company that, on any
interest payment date, the sum of (A) the sum of aggregate principal amount of all Advances
denominated in Dollars plus the aggregate Available Amount of all Letters of Credit
denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on
the second Business Day prior to such interest payment date) of the sum of the aggregate principal
amount of all Advances denominated in Foreign Currencies plus the aggregate Available
Amount of all Letters of Credit denominated in Foreign Currencies then outstanding, exceeds 105% of
the aggregate Revolving Credit Commitments of the Lenders on such date, the Company and each other
Borrower shall, as soon as practicable and in any event within two Business Days after receipt of
such notice, prepay or cause to be prepaid the outstanding principal amount of any Advances owing
by the Borrowers in an aggregate amount (or deposit an amount in the L/C 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 L/C Cash Deposit Account) to an amount not to exceed 100% of the
aggregate Revolving Credit Commitments of the Lenders on such date together with any interest accrued to the date of such
prepayment on the aggregate principal amount of Advances prepaid. The Agent shall give prompt
notice of any prepayment required under this Section 2.11(b) to the Company and the
Lenders, and shall provide prompt notice to the Company of any such notice of required prepayment
received by it from any Lender.




          (ii) The Company shall, within five Business Days (or in the case of any Indebtedness
incurred pursuant to Section 5.02(b)(xiv), ten Business Days) of receipt by the Company or
any Restricted Subsidiary of Net Cash Proceeds arising from (A) any Asset Disposition in
respect of a sale or other disposition of any property or assets of the Company or any such
Restricted Subsidiary but excluding any Asset Disposition permitted by Sections
5.02(e)(ii), (iv) through (vii), (ix), (xi) and
(xv), (B) any Insurance and Condemnation Event with respect to any property of the
Company or any Restricted Subsidiary in excess of $10,000,000 or (C) the issuance or
incurrence of Indebtedness by the Company or any Restricted Subsidiary (other than
Indebtedness permitted by Section 5.02(b), except as provided in subsection
(b)(xi) or (b)(xiv) thereof), immediately pay or cause to be paid to the Agent
for the account of the Lenders an amount equal to 100% of such Net Cash Proceeds;
provided, however, that, so long as no Event of Default shall have occurred
and be continuing the Company may, upon any such receipt of


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proceeds referred to in
clause (A) or (B), reinvest such Net Cash Proceeds in the business of the
Company or any Subsidiary, within the earlier of (I) the last Termination Date scheduled to
occur under the definition thereof and (II) the later of (A) 12 months following the date of
receipt of such Net Cash Proceeds and (B) 18 months following the date of receipt of such
Net Cash Proceeds if the Company or such Restricted Subsidiary has committed to reinvest
such proceeds within such 12 month period referred to in clause (A).




          (iii) Not later than 90 days after the end of each Excess Cash Flow Period, the Company
shall calculate Excess Cash Flow for such Excess Cash Flow Period and an amount equal to 50%
the amount by which (A) Excess Cash Flow exceeds (B) the sum of (1) the aggregate
principal amount of voluntary prepayments of Term Advances pursuant to Section
2.11(a) and (2) permanent voluntary reductions of Revolving Facility Commitments
pursuant to Section 2.06(a), in each case, during the period from the beginning of
such Excess Cash Flow Period to the date of payment of Excess Cash Flow for such Excess Cash
Flow Period (but excluding any such prepayments or reductions which reduce the payment due
under this subsection in respect of any preceding Excess Cash Flow Period), shall be applied
to prepay Term Advances in accordance with Section 2.07(h); provided, that
the foregoing percentage shall be reduced to (i) 25% if the Net Total Leverage Ratio is
equal to or less than 3.00:1.00 and (ii) 0% if the Net Total Leverage Ratio is equal to or
less than 2.00:1.00, provided, further, that to the extent any Term Advance
is prepaid at a discount to par, for purpose of this subsection (b)(iii), the amount of such
prepayment shall be the actual amount of cash expended for such prepayment and not the face
amount of such Term Advance.




          (iv) Each prepayment made pursuant to this Section 2.11(b) shall be made
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 on a date other
than the last day of an Interest Period or at its maturity, any additional amounts which the applicable 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 2.11(b) to the Company and the Lenders.



          (c) Notwithstanding anything to the contrary contained in this Section 2.11 or any
other provision of this Agreement, the Company may prepay any outstanding Term Advances at a
discount to par pursuant to one or more auctions (each, an “Auction”) on the following
basis (any such prepayment, an “Auction Prepayment”):




          (i) All Term Lenders (other than Defaulting Lenders) with respect to the applicable
Term Facility shall be permitted (but not required) to participate in each Auction. Any
such Lender who elects to participate in an Auction may choose to offer all or part of such
Lender’s Term Advance of the applicable Term Facility for prepayment.




          (ii) Each Auction Prepayment shall be subject to the conditions that (A) the Agent
shall have received a certificate to the effect that (I) immediately prior to and after
giving effect to the Auction Prepayment, no Default shall have occurred and be



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continuing,
(II) as of the date of the Auction Notice (as defined in Exhibit M), the Company is
not in possession of any material non-public information with respect to the Company or any
of its Subsidiaries that either (x) has not been disclosed to the Lenders (other than
Lenders that do not wish to receive material non-public information with respect to Borrower
or any of its Restricted Subsidiaries) prior to such date or (y) if not disclosed to the
Lenders, could reasonably be expected to have a Material Adverse Effect upon, or otherwise
be material to, (1) a Lender’s decision to participate in any Auction or (2) the market
price of the Term Advances subject to such Auction, and (III) each of the conditions to such
Auction Prepayment has been satisfied, (B) each offer of prepayment made pursuant to this
Section 2.11(c) must be in an amount not less than $1,000,000, (C) no Auction
Prepayment shall be made from the proceeds of any Revolving Credit Advance or Swing Line
Advance, and (D) any Auction Prepayment shall be offered to all Lenders with Term Advances
on a pro rata basis.




          (iii) All Term Advances prepaid by the Company pursuant to this Section 2.11(c)
shall be accompanied by all accrued interest on the par principal amount so prepaid to, but
not including, the date of the Auction Prepayment. Auction Prepayments shall not be subject
to Section 9.04(c). The par principal amount of Term Advances prepaid pursuant to
this Section 2.11(c) shall be applied pro rata to reduce the remaining scheduled
installments of principal thereof pursuant to Section 2.07(a) through(d),
as applicable.




          (iv) The aggregate principal amount (calculated on the face amount thereof) of all Term
Advances so purchased by the Company shall automatically be cancelled and retired by the
Company on the settlement date of the relevant purchase (and may not be resold).




          (v) Each Auction shall comply with the Auction Procedures and any such other procedures
established by the Agent in its reasonable discretion and agreed to by the Borrowers.




          (vi) This Section 2.11(c) shall neither (A) require the Company to undertake
any Auction nor (B) limit or restrict the Company from making voluntary prepayments of Term
Advances in accordance with Section 2.11(a).



          SECTION 2.12 Increased Costs. (a) If, after the date hereof, 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 having the force of law, and for the avoidance of doubt, including any changes
resulting from (A) requests, rules, guidelines or directives issued in connection with the
Dodd-Frank Wall Street Reform and Consumer Protection Act and (B) all requests, rules, guidelines
or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking
Supervision (or any successor or similar authority) or the United States or foreign regulatory
authorities, in each case pursuant to Basel III, and in each case for both clauses (A) and (B),
regardless of the date enacted, adopted or issued), there shall be any increase in the cost to any
Lender of agreeing to make or making, funding or maintaining


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Eurocurrency Rate Advances or agreeing
to issue or of issuing or maintaining or participating in Letters of Credit (excluding for purposes
of this Section 2.12 any such increased costs resulting from (x) taxes other than taxes on
its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits,
reserves, other liabilities or capital attributable thereto and (y) Excluded Taxes), then the
Company 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 the Company and the Agent by such Lender, showing calculations in reasonable detail,
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 in each case made subsequent to the
date hereof (whether or not having the force of law, and for the avoidance of doubt, including any
changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy
issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and (ii)
all requests, rules, guidelines or directives promulgated by the Bank for International
Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or
the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in
each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issued) 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 issue or participate in letters of credit
hereunder and other commitments of this type, 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 (which
certificate shall, if the Company so requests, include reasonably detailed calculations) shall be
conclusive and binding for all purposes, absent manifest error.



          SECTION 2.13 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 another Committed Currency or to fund or
maintain Eurocurrency Rate Advances in Dollars or another Committed Currency in Dollars or any
Foreign Currency hereunder on the last day of the applicable Interest Period (or earlier if
required by law, regulation or other Governmental Authority), (a) each Eurocurrency Rate Advance in
the applicable currency will automatically, upon such demand, Convert into a Base Rate Advance, (i)
if such Eurocurrency Rate Advance is denominated in Dollars, be Converted into a Base Rate Advance,
and (ii) if such Eurocurrency Rate Advance is denominated in any Foreign Currency, be exchanged
into an Equivalent amount of Dollars and be Converted into a Base Rate Advance, and (b) the
obligation of the Lenders to make Eurocurrency Rate Advances in such currency or to Convert
Revolving Credit Advances


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into Eurocurrency Rate Advances in such currency shall be suspended until
the Agent shall notify the Company and the Lenders that the circumstances causing such suspension
no longer exist.



          SECTION 2.14 Payments and Computations. (a) Each Borrower shall make each payment hereunder
(except with respect to principal of, interest on, and other amounts relating to, Advances
denominated in a Foreign Currency), irrespective of any right of counterclaim or set-off, not later
than 11:00 A.M. (New York City time) on the day when due in U.S. Dollars to the Agent at the
applicable Agent’s Account in same day funds. Each Borrower shall make each payment hereunder with
respect to principal of, interest on, and other amounts relating to, Advances denominated in a
Foreign Currency, irrespective of any right of counterclaim or set-off, not later than 11:00 A.M.
(at the Payment Office for such Foreign Currency) on the day when due in such Foreign Currency to
the Agent, by deposit of such funds to the applicable Agent’s Account in same day funds. The Agent
will promptly thereafter cause to be distributed like funds relating to the payment of principal or
interest, fees or commissions ratably (other than amounts payable pursuant to Section 2.12,
2.15 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 its acceptance of an Assignment and Acceptance
and recording of the information contained therein in the Register pursuant to Section
9.07(d), from and after the effective date specified in such Assignment and Acceptance, the
Agent shall make all payments hereunder and under the Notes in respect of the interest assigned
thereby to the Lender assignee thereunder, and the parties to such Assignment and
Acceptance 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 or the Australian Bill Rate 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 based on the Eurocurrency Rate or the Federal Funds Rate and of fees and Letter of
Credit commissions shall be made by the Agent on the basis of a year of 360 days for the actual
number of days (including the first day but excluding the last day) occurring in the period for
which such interest, fees or commissions 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 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, fee or commission, as the
case may be; provided, however, that, if such extension would cause payment of
interest on or principal of Eurocurrency 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


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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 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.



          (e) To the extent that the Agent receives funds for application to the amounts owing by any
Borrower under or in respect of this Agreement or any Note in currencies other than the currency or
currencies required to enable the Agent to distribute funds to the Lenders in accordance with the
terms of this Section 2.14, the Agent shall be entitled to convert or exchange such funds
into Dollars or into a Foreign Currency or from Dollars to a Foreign Currency or from a Foreign
Currency to Dollars, as the case may be, to the extent necessary to enable the Agent to distribute
such funds in accordance with the terms of this Section 2.14; provided that each
Borrower and each of the Lenders hereby agree that the Agent shall not be liable or responsible for
any loss, cost or expense suffered by such Borrower or such Lender as a result of any conversion or
exchange of currencies affected pursuant to this Section 2.14(e) or as a result of the
failure of the Agent to effect any such conversion or exchange; and provided
further that each Borrower agrees to indemnify the Agent and each Lender, and hold the
Agent and each Lender harmless, for any and all losses, costs and expenses incurred by the Agent or
any Lender for any conversion or exchange of currencies (or the failure to convert or exchange any
currencies) in accordance with this Section 2.14(e).



          SECTION 2.15 Taxes. (a) Any and all payments by any Borrower to or for the account of any Lender
or the Agent hereunder or under any Loan Document shall be made, in accordance with Section
2.14 or the applicable provisions of such other documents, 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 (“Taxes”), excluding, (i) in the
case of each Lender and the Agent, taxes imposed on net income, or franchise taxes imposed in lieu
of net income taxes, in either case as a result of a present or former connection between such
Lender and the jurisdiction of the Governmental Authority imposing such tax or any political
subdivision or taxing authority thereof or therein (other than any such connection arising from
such Lender or Agent having executed, delivered or performed its obligations or received a payment
under, or enforced, this Agreement or any other Loan Document), (ii) any withholding or similar tax
imposed on a Lender pursuant to Sections 1471 through 1474 of the Code, as currently in effect, or
any substantially similar amended versions that are not materially more onerous to comply with
(including any regulations promulgated thereunder or published administrative guidance issued
pursuant thereto implementing such law) (“FATCA”), (iii) withholding taxes resulting from
any requirement of law in effect on the date such Lender becomes a party to this Agreement (or
designates a new lending office), except to the extent that such Lender (or such Lenders’ assignor)
was entitled, at the time of designation of a new lending office (or assignment), to receive
additional amounts from the Borrower with respect to such withholding taxes pursuant to this
Section 2.15, (iv) any Tax imposed on a Lender pursuant to section 49 para 1 no 5 lit c)
aa) German Income Tax Act (Einkommensteuergesetz), (v) Taxes attributable to a Lender’s failure to
comply with subsections (e) or (f) and, (vi) any withholding Tax required in respect of the
Luxembourg law(s) implementing the EU Savings Directive


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(Council Directive 2003/48/EC or any
amendment thereof) and several agreements entered into between Luxembourg and some EU dependent and
associated territories or the Luxembourg law of 23 December 2005 (all such non-excluded Taxes in
respect of payments hereunder or any Loan Document hereinafter referred to as “Indemnified
Taxes”, and any Taxes excluded under clauses (i) through (vi) above being hereinafter referred
to as the “Excluded Taxes”). If any Borrower shall be required by law to deduct any
Indemnified Taxes from or in respect of any sum payable hereunder or under any Loan Document, (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 2.15) 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 shall pay any present or future stamp or documentary taxes or
any other excise, property, intangible, mortgage recording, or similar taxes, charges or levies
that arise from any payment made hereunder or under any Loan Documents or from the execution,
delivery or registration of, performing under, or otherwise with respect to, this Agreement or any
other Loan Document, including a Belgian documentary duty of EUR 0.15 to be paid in respect of each
original copy of this Agreement if executed in Belgium and for Belgian documentary and registration
duties in respect of the Collateral Documents governed by Belgian law (hereinafter referred to as
“Other Taxes”), except for any
Luxembourg tax payable due to a registration of Notes (or any other documents to be delivered
hereunder or from the execution, delivery or registration of, performing under, or otherwise with
respect to, this Agreement or the Notes) when such registration is not required to maintain,
preserve, establish or enforce the rights of the Lender or the Agent.



          (c) Each Borrower shall indemnify each Lender and the Agent for and hold it harmless against
the full amount of Indemnified Taxes or Other Taxes (including Indemnified Taxes imposed on amounts
payable under this Section 2.15) 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, excluding for the avoidance of doubt, any Excluded Taxes. 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, stating the amounts of Indemnified Taxes or Other Taxes paid
or payable and describing the basis for the indemnification claim.



          (d) Within 30 days after the date of any payment of Indemnified Taxes paid by a Borrower
pursuant to Section 2.15(a), 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 such
payment to the extent such a receipt is issued therefor, or other written proof of payment thereof
that is reasonably satisfactory to the Agent.



          (e)




          (i) Each Lender that is a United States person shall deliver to the Company and the
Agent on or before the date on which it becomes a party to this Agreement two properly
completed and duly signed copies of U.S. Internal Revenue 

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Service Form W-9 (or any successor
form) certifying that such Lender is exempt from U.S. federal withholding tax. Each Lender
that is not a United States person (a “Non-U.S. Lender”), on or prior to the date on which
it becomes party to this Agreement, and from time to time thereafter as reasonably requested
in writing by any Borrower (but only so long as such Lender remains lawfully able to do so),
shall provide each of the Agent and such Borrower with (i) two original Internal Revenue
Service Forms W-8BEN, W-8ECI or W-8IMY (together with any applicable underlying IRS forms),
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, (ii) in the case of a
Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or
881(c) of the Code with respect to payments of “portfolio interest”, a statement
substantially in the form of Exhibit L and the applicable IRS Form W-8, or any subsequent
versions thereof or successors thereto, properly completed and duly executed by such
Non-U.S. Lender claiming complete exemption from, or a reduced rate of, U.S. federal
withholding tax on payments under this Agreement and the other Loan Documents, or (iii) any
other form prescribed by applicable requirements of U.S. federal income tax law, or
reasonably requested by a Borrower or the Agent, as will permit payments under any Loan
Document to be made without or at a reduced rate of U.S. federal withholding tax, duly
completed together with such supplementary documentation as may be prescribed by applicable
requirements of law to permit the Company and the Agent to determine the withholding or
deduction required to be made. Notwithstanding
any other provision of this Section, a Non-U.S. Lender shall not be required to deliver
any form pursuant to this Section that such Non-U.S. Lender is not legally able to deliver.
For purposes of this subsection (e), the term “United States person” shall have the
meaning specified in Section 7701(a)(30) of the Internal Revenue Code.




          (ii) If a payment made to a Lender under any Loan Document would be subject to U.S.
federal 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 Code, as applicable), such Lender shall deliver to the Company and Agent, at
the time or times prescribed by law and at such time or times reasonably requested by the
Company or Agent, such documentation prescribed by applicable law (including as prescribed
by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably
requested by the Company or Agent as may be necessary for the Company or Agent to comply
with their obligations under FATCA, to determine that such Lender has or has not complied
with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold
from such payment.



          (f) A Lender that is entitled to an exemption from or reduction of non-U.S. withholding tax
under the law of the jurisdiction in which a Borrower is located, or any treaty to which such
jurisdiction is a party, with respect to payments under this Agreement shall deliver to such
Borrower (with a copy to the Agent), at the time or times prescribed by applicable law or
reasonably requested by such Borrower, such properly completed and executed documentation
prescribed by applicable law as will permit such payments to be made without or at a reduced rate
of withholding; provided that such Lender is legally entitled to complete, execute and


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deliver such
documentation and that doing so does not subject such Lender to any material unreimbursed costs.




          (g) If the Agent or any Lender determines, in its sole discretions, that it has received a
refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by a Borrower or
with respect to which a Borrower has paid additional amounts pursuant to this Section 2.15,
it shall pay over such refund to such Borrower (but only to the extent of indemnity payments made,
or additional amounts paid, by such Borrower under this Section 2.15 with respect to the
Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of
the Agent or such Lender and without interest (other than any interest paid by the relevant
Governmental Authority with respect to such refund). Nothing in this paragraph shall be construed
to require the Agent or any Lender to make available its tax returns (or any other information
relating to its taxes that it deems confidential) to any Borrower or any other Person.



          SECTION 2.16 Sharing of Payments, Etc. Subject to Section 2.19 in the case of a Defaulting
Lender, if any Lender shall obtain any payment (whether voluntary, involuntary, through the
exercise of any right of set-off, or otherwise) on account of any Advances owing to it (other than
pursuant to Section 2.11(c), 2.12, 2.15 or 9.04(c)) in excess of
its Ratable Share of payments on account of such Advances obtained by the applicable Lenders, such
Lender shall forthwith purchase from the other applicable Lenders such participations in the relevant 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 2.16 may, to the fullest extent
permitted by law, exercise all its rights of payment (including the right of set-off) 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 2.17 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 Term Advance, Revolving Credit Advance and each Swing Line 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 Term Advances, Revolving Credit Advances and
Swing Line Advances. Each Borrower agrees that upon notice by any Lender to such Borrower (with a
copy of such notice to the Agent) to the effect that a Term Note or Revolving Credit Note is
required or appropriate in order for such Lender to evidence (whether for purposes of pledge,
enforcement or otherwise) the Term Advances, Revolving Credit Advances and Swing Line Advances
owing to, or to be made by, such Lender, such Borrower shall promptly execute and deliver to such
Lender a Term Note or Revolving Credit Note, as the case may be, payable to the order of such
Lender in a principal amount up to the Revolving Credit Commitment of such Lender.


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          (b) The Register maintained by the Agent pursuant to Section 9.07(d) 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 Assignment and 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 such 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 each Borrower 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 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 Use of Proceeds. The proceeds of (a) the Term Advances shall be available (and each
Loan Party agrees that it shall use such proceeds) in connection with the Transactions and (b) the
Revolving Credit Advances and Incremental Advances shall be available (and each Loan Party agrees
that it shall use such proceeds) solely for the working capital and general corporate purposes of
the Company and its Subsidiaries (including, without limitation, any acquisition permitted
hereunder); provided that on the Closing Date the Revolving Credit Advances shall be
available only (i) in an amount up to $400,000,000 to finance liabilities incurred by the Company
arising out of the W.R Grace Liability, (ii) in an amount of up to $25,000,000 to finance, in part,
the Transactions, (iii) to fund OID or upfront fees in connection with the Facilities and the Notes
in an amount sufficient to fund any OID or upfront fees required to be funded on the Closing Date,
(iv) in an amount up to $100,000,000 for working capital purposes and (v) in an amount up to
$250,000,000 to effect the defeasance of the Existing Diversey Notes as part of the Diversey
Refinancing.



          SECTION 2.19 Defaulting Lenders. (a) In addition to the other conditions precedent herein set
forth, if any Lender becomes, and during the period it remains, a Defaulting Lender, the Issuing
Banks will not be required to issue any Letter of Credit or to amend any outstanding Letter of
Credit, and the Swing Line Bank will not be required to make any Swing Line Advance, unless any of
clauses (i), (ii) or (iii) below is satisfied:




          (i) in the case of a Defaulting Lender, so long as no Default has occurred and is
continuing, the L/C Exposure and Swing Line Exposure of such Defaulting Lender is
reallocated to the Non-Defaulting Lenders as provided in clause (i) of Section
2.19(b);




          (ii) to the extent full reallocation does not occur as provided in clause (i) above,
the Company Cash Collateralizes the obligations of the Borrowers in respect of such Letter
of Credit or Swing Line Advance in an amount at least equal to the aggregate amount of the
unallocated obligations (contingent or otherwise) of such


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Defaulting Lender in respect of
such Letter of Credit or Swing Line Advance, or makes other arrangements satisfactory to the
Agent, the Issuing Bank and the Swing Line Bank in their reasonable discretion to protect
them against the risk of non-payment by such Defaulting Lender; and




          (iii) to the extent that neither full reallocation nor full Cash Collateralization
occurs pursuant to clauses (i) and/or (ii), then in the case of a proposed issuance of a
Letter of Credit or making of a Swing Line Advance, by an instrument or instruments in form
and substance reasonably satisfactory to the Agent, and to the Issuing Banks and the Swing
Line Bank, as the case may be, (A) the Company agrees that the face amount of such requested
Letter of Credit or the principal amount of such requested Swing Line Advance will be
reduced by an amount equal to the unallocated, non Cash-Collateralized portion thereof as to
which such Defaulting Lender would otherwise be liable, and (B) the Non-Defaulting Lenders
confirm, in their discretion, that their
obligations in respect of such Letter of Credit or Swing Line Advance shall be on a
pro rata basis in accordance with the Commitments of the Non-Defaulting
Lenders, and that the pro rata payment provisions of Section 2.16
will be deemed adjusted to reflect this provision.



          (b) If a Lender becomes, and during the period it remains, a Defaulting Lender, the following
provisions shall apply with respect to any L/C Exposure or Swing Line Exposure of such Defaulting
Lender:




          (i) so long as no Default has occurred and is continuing, the LC Exposure and the Swing
Line Exposure of such Defaulting Lender will, upon notice by the Agent, and subject in any
event to the limitation in the first proviso below, automatically be reallocated (effective
on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders
pro rata in accordance with their respective Commitments; provided
that (a) the sum of the total outstanding Revolving Credit Advances and Swing Line Advances
owed to each Non-Defaulting Lender and its L/C Exposure may not in any event exceed the
Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation, (b)
such reallocation will not constitute a waiver or release of any claim the Borrowers, the
Agent, the Issuing Banks, the Swing Line Bank or any other Lender may have against such
Defaulting Lender, and (c) neither such reallocation nor any payment by a Non-Defaulting
Bank as a result thereof will cause such Defaulting Lender to be a Non-Defaulting Lender;




          (ii) to the extent that any portion (the “unreallocated portion”) of the
Defaulting Lender’s L/C Exposure and/or Swing Line Exposure cannot be so reallocated,
whether by reason of the first proviso in clause (i) above or otherwise, the Company shall,
not later than three Business Days after demand by the Agent, (a) Cash Collateralize the
obligations of the Borrowers to the Issuing Banks and the Swing Line Bank in respect of such
L/C Exposure or Swing Line Exposure, as the case may be, in an amount at least equal to the
aggregate amount of the unreallocated portion of such L/C Exposure or Swing Line Exposure,
(b) in the case of such Swing Line Exposure, prepay in full the unreallocated portion
thereof, or (c) make other arrangements reasonably satisfactory to the Agent, and to the
Issuing Banks and the Swing Line Bank, as the case


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may be, in their reasonable discretion to
protect them against the risk of non-payment by such Defaulting Lender; and




          (iii) any amount paid by the Company for the account of a Defaulting Lender under this
Agreement (whether on account of principal, interest, fees, indemnity payments or other
amounts) will not be paid or distributed to such Defaulting Lender, but shall instead be
retained by the Agent in a segregated escrow account until (subject to Section
2.19(c)) the termination of the Commitments and payment in full of all obligations of
the Borrowers hereunder and will be applied by the Agent, to the fullest extent permitted by
law, to the making of payments from time to time in the following order of priority:




          first to the payment of any amounts owing by such Defaulting Lender to
the Agent under this Agreement,




          second to the payment of any amounts owing by such Defaulting Lender to
the Issuing Banks or the Swing Line Bank (pro rata as to the
respective amounts owing to each of them) under this Agreement,




          third to the payment of post-default interest and then current interest
due and payable to the Non-Defaulting Lenders hereunder, ratably among them in
accordance with the amounts of such interest then due and payable to them,




          fourth to the payment of fees then due and payable to the
Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts
of such fees then due and payable to them,




          fifth to pay principal and unreimbursed Letters of Credit then due and
payable to the Non-Defaulting Lenders hereunder ratably in accordance with the
amounts thereof then due and payable to them,




          sixth to the ratable payment of other amounts then due and payable to
the Non-Defaulting Lenders,




          seventh as the Company may direct to the funding of any Loan in respect
of which a Defaulting Lender has failed to fund its portion,




          eighth to any amounts owing by the Defaulting Lender to the Company or
any of its Subsidiaries, and




          ninth after the termination of the Commitments and payment in full of
all obligations of the Borrowers hereunder, to pay amounts owing under this
Agreement to such Defaulting Lender or as a court of competent jurisdiction may
otherwise direct.



          (c) If the Company, the Agent, the Issuing Banks and the Swing Line Bank agree in writing that
a Lender that is a Defaulting Lender should no longer be deemed to be a


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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 amounts then held in the segregated escrow account referred to in Section 2.19(b)),
such Lender shall purchase such portions of the outstanding Advances of the other Lenders, and/or
make such other adjustments, as the Agent may determine to be necessary to cause the Lenders to
hold Loans on a pro rata basis in accordance with their respective Commitments,
whereupon such Lender shall cease to be a Defaulting Lender and will be a Non-Defaulting Lender
(and the L/C Exposure and Swing Line Exposure of each Lender shall automatically be adjusted on a
prospective basis to reflect the foregoing); provided that no adjustments shall be made
retroactively with respect to fees accrued or payments made by or on behalf of the Company and
applied as set forth in Section 2.19(b)(iii) while such 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 Non-Defaulting Lender shall
constitute a waiver or release of any claim of any party hereunder arising from such Lender’s
having been a Defaulting Lender.




          SECTION 2.20 Replacement of Lenders. (a) If any Lender requests compensation under Section
2.12 or if the Company is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.15 then such
Lender shall use reasonable efforts to designate a different lending office for funding or booking
its Advances hereunder or to assign its rights and obligations hereunder to another of its offices,
branches or Affiliates, if, in the reasonable judgment of such Lender, such designation or
assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 or
2.15, as applicable, in the future and (ii) would not subject such Lender to any material
unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender in any
material respect. The Company hereby agrees to pay all reasonable costs and expenses incurred by
any Lender in connection with any such designation or assignment.



          (b) If any Lender requests compensation under Section 2.12, or if the Company is
required to pay any additional amount to any Lender or any Governmental Authority for the account
of any Lender pursuant to Section 2.15, or if any Lender is a Defaulting Lender, or if any
Lender is subject to the provisions of Section 2.13, then the Company may, at its sole
expense and effort, upon notice to such Lender and the Agent, require any such Lender to assign and
delegate, without recourse (in accordance with and subject to the restrictions contained in
Section 9.07), all its interests, rights and obligations under this Agreement to an
assignee that shall assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment); provided, that (i) to the extent that such prospective assignee
is not an existing Lender, an Approved Fund or an Affiliate of an existing Lender, the Company
shall have received the prior written consent of the Agent (and, if in respect of any Revolving
Credit Commitment or Revolving Credit Advance, the Swing Line Bank and the Issuing Banks), which
consent shall not unreasonably be withheld or delayed, (ii) such Lender shall have received payment
of an amount equal to the outstanding principal of its Advance and participations in Letters of
Credits and Swing Line Advances, 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 (in the case of all other amounts) (iii) in the case of any such
assignment resulting from a claim for compensation under Section 2.12 or payments required
to be made pursuant to Section 2.15, such assignment will result in a reduction in such


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compensation or payments, (iv) the Company shall have paid to the Agent the assignment fee
specified in Section 9.07, and (v) such assignment does not conflict with any applicable
Laws. A Lender shall not be required to make any such assignment or delegation if, prior thereto,
as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to
require such assignment cease to apply. Nothing in this Section 2.20 shall be deemed to
prejudice any rights that the Company or any of its Subsidiaries may otherwise have against any
Lender that is a Defaulting Lender.




          (c) If any Lender has failed to consent to a proposed amendment, waiver, discharge or
termination that pursuant to the terms of Section 9.01 requires the consent of all the
Lenders affected and with respect to which the Required Lenders shall have granted their consent
(any such Lender referred to above, a “Non-Consenting Lender”) or if the Company opts to
replace any Protesting Lender pursuant to Section 9.09(A)(i) then so long as no Event of
Default then exists, the Company shall have the right (unless such Non-Consenting Lender grants
such consent) to replace any such Non-Consenting Lender by requiring such Non-Consenting Lender to
assign all of its Advances and Commitments hereunder to one or more assignees selected by the
Company and that are reasonably acceptable to the Agent (and, if in respect of any Revolving Credit
Commitment or Revolving Credit Advance, the Swing Line Bank and the Issuing Banks);
provided, that the replacement Lender shall pay in full to such Non-Consenting Lender,
concurrently with such assignment, a price equal to the principal amount thereof plus
accrued and unpaid interest thereon and fees in connection therewith. In connection with any such
assignment the Company, the Agent, such Non-Consenting Lender and the replacement Lender shall
otherwise comply with Section 9.07.



          SECTION 2.21 Borrower Representative. Each Borrower hereby designates and appoints the Company as its
representative and agent on its behalf (the “Borrower Representative”) for the purposes of
issuing Notices of Borrowings, Notices of Conversion/continuation, Notices of Issuance, Notices of
Swing Line Borrowing and delivering certificates including Compliance Certificates, giving
instructions with respect to the disbursement of the proceeds of the Advances, selecting interest
rate options, giving and receiving all other notices and consents hereunder or under any of the
other Loan Documents and taking all other actions (including in respect of compliance with
covenants) on behalf of any Borrower or Borrowers under the Loan Documents. Borrower
Representative hereby accepts such appointment. The Agent and each Lender may regard any notice or
other communication pursuant to any Loan Document from Borrower Representative as a notice or
communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on
behalf of a Borrower by Borrower Representative shall be deemed for all purposes to have been made
by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent
as if the same had been made directly by such Borrower.



          SECTION 2.22 Public Offer (a) Each Joint Lead Arranger represents and warrants that: (x) it has
made or will make on or before the date of the first Advance, jointly with each other Joint Lead
Arranger, on behalf of each Borrower invitations in a form agreed with the Australian Borrowers to
become a “Lender” under this Agreement publicly in an electronic form on either the Bloomberg or
Reuters screen: or (y) as dealer, manager, or underwriter, in relation to the placement of debt
interests issued under this Agreement, will jointly with each other Joint


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Lead Arranger, make
invitations to become a “Lender” under this Agreement within 30 days after the date of this
Agreement in a way consistent with Section 2.22(a)(x).




          (b) Each Australian Borrower represents and warrants that it does not know, or have reasonable
grounds to suspect, that an Offshore Associate of any Australian Borrower will become a “Lender”
under this Agreement and agrees to notify the Joint Lead Arrangers immediately if any proposed
substitute Lender disclosed to it is known or suspected by it to be an Offshore Associate of the
Australian Borrower.



          (c) Each Lender that becomes a Lender as a result of an invitation under Section 2.22(a)
represents and warrants that except as disclosed to the Australian Borrower and
the Joint Lead Arrangers, it is not, so far as its relevant officers involved in the
transaction on a day to day basis are actually aware, an Offshore Associate of the Australian
Borrower.



          (d) If, for any reason, the requirements of 128F of the Australian Tax Act have not been
satisfied in relation to interest payable hereunder (except to an Offshore Associate of an
Australian Borrower), then on request by a Joint Lead Arranger or an Australian Borrower, each
party hereto shall co-operate and take steps reasonably requested with a view to satisfying those
requirements:




     (i) where a Joint Lead Arranger breached Section 2.22(a) or a Lender has
breached Section 2.22(d), at the cost of that Joint Lead Arranger or Lender (as the
case may be); or




     (ii) in all other cases, at the cost of the Australian Borrower.



          (e) Each Joint Lead Arranger and each Lender undertakes that it will not directly or
indirectly offer or sell any debt interest or distribute or circulate any offer document or other
material in connection with this Agreement or any debt interest hereunder in any jurisdiction
except under circumstances which would result in compliance with the laws and regulations of that
jurisdiction.


Notwithstanding any other provision of this Section 2.22 the guarantee, indemnity and other
obligations of any Dutch Obligor expressed to be assumed in this Section 2.22 shall be deemed not
to be assumed by such Dutch Obligor to the extent that the same would constitute unlawful financial
assistance within the meaning of Article 2:207c or 2:98c Dutch Civil Code or any other applicable
financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the
provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the
avoidance of doubt, it is expressly acknowledged that the relevant Dutch Obligors will continue to
guarantee all such obligations which, if included, do not constitute a violation of the
Prohibition.




ARTICLE III



CONDITIONS TO LENDING



          SECTION 3.01 Conditions Precedent to the Initial Advances. The obligation of each Issuing Bank and
each Lender to make the initial Advances hereunder is subject to the


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satisfaction (or waiver in
accordance with Section 9.01) of the following conditions precedent on or prior to the date
of such initial Advances:





     (a) Execution of Loan Documents and Notes. The Agent’s receipt of the
following, each of which shall be originals or facsimiles, or pdf scans of originals
(followed promptly by originals) unless otherwise specified, each duly executed by a
Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case
of certificates of governmental officials, a recent date before the Closing Date) and each
in form and substance reasonably satisfactory to the Agent and each of the Lenders
(provided, that each Lender that delivers its executed counterpart to this Agreement
to the Agent shall be deemed to be satisfied with the form and substance of each of the
following):




     (i) this Agreement, executed and delivered by each of the Borrowers, the
Lenders named on the signature pages hereof, the Swing Line Bank, the Issuing Banks
and the Agent;




     (ii) a Note executed by the applicable Borrower in favor of each Lender
requesting a Note;




     (iii) A guaranty in substantially the form of Exhibit E-1 hereto (together with
each other guaranty or guaranty supplement delivered pursuant to Section
5.01(h), in each case as amended, the “US Subsidiary Guaranty”),
executed by each of the US Subsidiaries listed on Schedule 1.01(ii) hereto;




     (iv) A guaranty in substantially the form of Exhibit E-2 hereto (together with
each other guaranty or guaranty supplement delivered pursuant to Section
5.01(h), in each case as amended, the “Foreign Subsidiary Guaranty”),
executed by each of the Foreign Subsidiaries listed on Schedule 1.01(ii) hereto;




     (v) the Security Agreement, executed and delivered by the Company and each Loan
Party, together with proper UCC-1 Financing Statements in form appropriate for
filing under the Uniform Commercial Code of all jurisdictions that the Agent may
deem necessary in order to perfect the Liens created under each of the Collateral
Documents, covering the Collateral described in the Collateral Documents; and




     (vi) the Intercreditor Agreement, executed and delivered by the Agent and the
Lenders.




     (b) Incumbency. Each Loan Party shall have certified to the Agent the name and
signature of each of the Responsible Officers authorized (i) to sign on its respective
behalf this Agreement and each of the other Loan Documents to which it is a party and (ii)
in the case of the Company and the Designated Borrowers, to borrow under this Agreement.
The Lenders may conclusively rely on such certifications until they receive notice in
writing from the respective Loan Party to the contrary.


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     (c) Loan Certificates. The Agent shall have received a loan certificate of
each Loan Party, in substantially the form of Exhibit F attached hereto, together
with appropriate attachments which shall include the following items: (i) a true, complete
and correct copy of the articles of incorporation, certificate of limited partnership,
certificate of formation or organization or other constitutive document of such Loan Party,
to the extent applicable certified by an appropriate Governmental Authority, (ii) a true,
complete and correct copy of the by-laws, partnership agreement or limited liability company
or operating agreement (or other applicable organizational document) of such Loan Party,
(iii) a copy of the resolutions of the board of directors or other appropriate entity of
such Loan Party authorizing the execution, delivery and performance by such Loan Party of
this Agreement and the other Loan Documents to which it is a party and,
with respect to the Borrower, authorizing the borrowings hereunder, (iv) certificates
of existence, to the extent available, of such Loan Party issued by an appropriate
Governmental Authority and (v) in respect of each Australian Loan Party, confirmation that
there will be no contravention of section 260A of the Corporations Act as a consequence of
the execution, delivery or performance of the Loan Documents or the drawing and application
of funds thereunder.




     (d) No Diversey Material Adverse Effect. Since December 31, 2010, no Diversey
Material Adverse Effect shall have occurred.




     (e) Consummation of the Acquisition. The Agent shall have received a true and
correct copy of the Merger Agreement (as certified by a Responsible Officer of the Borrower)
and any related agreements and the Acquisition shall be consummated substantially
concurrently with the initial funding of the Facilities in accordance with the Merger
Agreement, and the Merger Agreement shall not have been amended or modified or any condition
therein waived, in each case in any respect that is materially adverse to the Lenders,
without the prior written consent of the Lead Arrangers (such consent not to be unreasonably
withheld or delayed); provided that without the consent of each Lead Arranger, the
Company shall not have increased the portion of the purchase price of the Acquired Business
payable in cash, except to the extent that such increase in the cash portion of the purchase
price is funded entirely from proceeds of a contemporaneous equity offering.




     (f) Indebtedness. The Agent shall have received satisfactory evidence
(including, without limitation, receipt of payoff letters and UCC-3 termination statements
(or equivalents)) that (i) the Refinancing shall have been consummated and (ii) all
outstanding Indebtedness of the Loan Parties (other than any Indebtedness permitted under
Section 5.02(b)) shall have been paid in full and terminated.




     (g) Financial Statements. The Agent shall have received, (a) at least 40 days
before the Closing Date, unaudited consolidated balance sheets and related statements of
income, stockholders’ equity and cash flows of each of the Company and Diversey as of and
for each quarterly period of the Company and Diversey, respectively, ended after the date of
the Commitment Letter, but at least 90 days prior to the consummation of the Acquisition
(the “Interim Financial Statements”), (b) a pro forma consolidated balance sheet and
related statements of income of the Company as of the ending date of and for


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(i) the latest
Fiscal Year of the Company ended at least 120 days before the Closing Date and (ii) if
applicable, for the latest interim period for which the Company will be required to provide
the Interim Financial Statements pursuant to clause (a) above, in each case, after
giving effect to the Transaction as if the Transaction had occurred as of such date (in the
case of the balance sheet) or at the beginning of the period (in the case of the income
statements) and (c) the most recent projections of the Company through the 2016 Fiscal Year,
prepared on a quarterly basis through the end of 2012.




     (h) Solvency. The Agent shall have received a solvency certificate from the
chief financial officer of the Company in the form of Exhibit G (the “Solvency
Certificate”).




     (i) Opinions of Counsel to the Loan Parties. The Lenders shall have received
favorable opinions of:




     (i) Simpson Thacher & Bartlett LLP, special New York counsel to the Loan
Parties, substantially in the form of Exhibit H-1 hereto;




     (ii) Clifford Chance LLP, special counsel to the Loan Parties, substantially in
the form of Exhibit H-2 hereto;




     (iii) opinions of special counsel for the Agent, dated the Closing Date and
covering such additional matters relating to the transactions contemplated hereby as
the Agent may reasonably request; and




     (iv) opinions of special counsel for certain Restricted Subsidiaries of the
Company in each of the jurisdictions in which the Agent may reasonably request,
substantially in the form of Exhibit H-3 hereto.




     (j) Certain Representations and Warranties. The Specified Representations and
the Merger Agreement Representations shall be true and correct in all material respects.




     (k) Patriot Act. The Agent shall have received all documentation and other
information required by regulatory authorities under applicable “know your customer” and
anti-money laundering rules and regulations, including the Patriot Act that has been
requested by the Agent in writing at least 5 days prior to the Closing Date.




     (l) Fees. Payment of all fees required to be paid on the Closing Date pursuant
to the Fee Letter and reasonable out-of-pocket expenses required to be paid on the Closing
Date pursuant to the Commitment Letter, to the extent invoiced at least 2 business days
prior to the Closing Date, shall have been paid (which amounts may be offset against the
proceeds of the Facilities).



          SECTION 3.02 Conditions to all Advances. The obligation of each Lender to make an Advance, and the
obligation of each Issuing Bank to issue a Letter of Credit shall be subject to the following
conditions precedent (provided, that clause (a) shall not apply to Advances made on
the Closing Date):


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     (a) the following statements shall be true (and each of the giving of the applicable
Notice of Borrowing, Notice of Swing Line Borrowing, Notice of Issuance and the acceptance
by the Borrower requesting such Borrowing of the proceeds of such Borrowing or such Letter
of Credit shall constitute a representation and warranty by such Borrower that on the date
of such Borrowing or issuance such statements are true):




     (i) all representations and warranties made by any Loan Party in this Agreement
and in each other Loan Document shall be true and correct in all material respects,
with the same effect as though such representations and warranties were made on and
as of the date of such Borrowing or issuance (except that (x) where such representations and warranties expressly relate to an
earlier date, in which case such representations and warranties shall have been true
and correct in all material respects as of such earlier date and (y) where such
representations and warranties are already qualified as to materiality or Material
Adverse Effect, such qualified representations and warranties shall be true and
correct);




     (ii) no event has occurred and is continuing, or would result from such
Borrowing or issuance or from the application of the proceeds therefrom, that
constitutes a Default or that constitutes or would, with the passage of time,
constitute a Default;


and (b) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or
Notice of Issuance, as applicable, in accordance with the requirements hereof.




          SECTION 3.03 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 Closing Date, specifying its objection thereto. The Agent shall promptly notify the
Lenders of the occurrence of the Closing Date.



ARTICLE IV



REPRESENTATIONS AND WARRANTIES



          SECTION 4.01 Representations and Warranties of the Borrowers. Each Borrower represents and
warrants as follows:




     (a) Organization, Existence and Good Standing. Each of the Company and its
Restricted Subsidiaries (i) is duly organized or incorporated, validly existing or
incorporated and registered (as applicable) and, if applicable, in good standing, under the
laws of the jurisdiction of its incorporation or organization, (ii) has the corporate or
comparable power and authority to own its property and assets and to transact the business
in which it is engaged and presently proposes to engage and (iii) is duly


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qualified as a
foreign corporation and, if applicable, in good standing in each jurisdiction where the
ownership, leasing or operation of property or the conduct of its business requires such
qualification, except where the failure to be so qualified would not reasonably be expected
to have a Material Adverse Effect.




     (b) Power and Authority. Each Borrower and each Subsidiary Guarantor has the
corporate or comparable power and authority to execute, deliver and perform the terms and
provisions of each of the Loan Documents to which it is a party and has taken
all necessary corporate or comparable action to authorize the execution, delivery and
performance by it of each of such Loan Documents. Each Borrower and each Subsidiary
Guarantor has duly executed and delivered each of the Loan Documents to which it is a party,
and each of such Loan Documents constitutes its legal, valid and binding obligation
enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws generally affecting creditors’ rights and
to equitable principles (regardless of whether enforcement is sought in equity or at law).




     (c) Real Property.




     (i) Schedule 4.1(c)(i) sets forth a complete list of all real property
owned by each of the Loan Parties and their Subsidiaries as of the Closing Date
(each, an “Owned Property”), showing, as of the Closing Date, the street
address, county or other relevant jurisdiction, state or province, record owner and
book value thereof. Except as otherwise disclosed on Schedule 4.1(c)(i),
the Loan Parties, or their Subsidiaries (as applicable), have good and marketable
fee simple title to all Owned Property located within the United States and a
substantially equivalent ownership interest in the Owned Property located in each
other jurisdiction and all buildings, structures and other improvements located
thereon, free and clear of all Liens, other than Permitted Liens.




     (ii) Schedule 4.1(c)(ii) sets forth a complete list of all material
Leases under which any of the Loan Parties or their Subsidiaries are the lessee as
of the Closing Date (each a “Leased Property”), showing the street address,
county or other relevant jurisdiction, state or province and lessee. Each of the
Leases with respect to the Leased Property is in full force and effect. Except as
disclosed in Schedule 4.1(c)(ii), each of the Loan Parties or their Subsidiaries (as
applicable) has a valid, binding and enforceable leasehold interest and actual
possession in and to the properties and all buildings, structures or other
improvements located on the Leased Property in each case free and clear of all
Liens, except Permitted Liens.




     (iii) All of the buildings, fixtures and improvements included on or in the
Owned Property or the Leased Property are in satisfactory condition and repair for
the continued use of the Owned Property or the Leased Property in the ordinary
course of business consistent with past practices.


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     (d) No Conflict. Neither the execution, delivery or performance by any
Borrower or any Subsidiary Guarantor of the Loan Documents to which it is a party, nor
compliance by it with the terms and provisions thereof, (i) contravenes any provision of any
law, statute, rule or regulation or any material order, writ, injunction or decree of any
court or governmental instrumentality, (ii) conflicts or is inconsistent with or results in
any breach of any of the terms, covenants, conditions or provisions of, or constitutes a
default under, or results in the creation or imposition of (or the obligation to create or
impose) any Lien upon any of the property or assets of the Company or any of its Restricted
Subsidiaries pursuant to the terms of any material indenture, mortgage, deed of
trust, credit agreement, loan agreement or any other material agreement, contract or
instrument to which the Company or any of its Restricted Subsidiaries is a party or by which
it or any of its property or assets are bound or to which it may be subject or (iii)
violates any provision of the certificate of incorporation or by-laws (or the equivalent
documents) of the Company or any of its Restricted Subsidiaries, except in the case of
subclauses (i) and (ii) of this clause (d) where such contravention
or breach would not reasonably be expected to have a Material Adverse Effect.




     (e) Governmental Consents. No order, consent, approval, license, authorization
or validation of, or filing, recording or registration with (except as have been obtained or
made and which remain in full force and effect), or exemption by, any governmental or public
body or authority, or any subdivision thereof, is required to be obtained by the Company,
any Borrower or any Subsidiary Guarantor to authorize, or is required for, (i) the
execution, delivery and performance of any Loan Document (ii) the perfection of the Liens
created under the Collateral Documents or (iii) the legality, validity, binding effect or
enforceability of any Loan Document, except, in each case, where such failure to obtain
authorization would not reasonably be expected to have a Material Adverse Effect.




     (f) Financial Statements; Financial Condition. The audited Consolidated
balance sheet of the Company and its Restricted Subsidiaries for the Fiscal Year ended
December 31, 2010 and the related Consolidated statements of income or operations,
shareholders’ equity and cash flows for such Fiscal Year of the Company and its Restricted
Subsidiaries (i) were prepared in accordance with generally accepted accounting principles
consistently applied throughout the period covered thereby, except as otherwise expressly
noted therein; and (ii) fairly present in all material respects the financial condition of
the Company and its Restricted Subsidiaries as of the date thereof and their results of
operations for the period covered thereby in accordance with generally accepted accounting
principles consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein. The unaudited Consolidated financial statements of the Company and
its Subsidiaries dated June 30, 2011, and the related Consolidated statements of income or
operations, and cash flows for the three months ended on June 30, 2011 (i) were prepared in
accordance with generally accepted accounting principles consistently applied throughout the
period covered thereby, except as otherwise expressly noted therein, and subject to normal
year-end audit adjustments and to the fact that such financial statements may be abbreviated
and may omit footnotes or contain incomplete footnotes; and (ii) fairly present in all
material respects the financial condition of the Company and its Restricted


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Subsidiaries as
of the date thereof and their results of operations for the period covered thereby. Since
December 31, 2010 there has been no change in the business, results of operations or
financial condition of the Company and its Restricted Subsidiaries, taken as a whole, that
would reasonably be expected to have a Material Adverse Effect.




     (g) Adverse Proceedings. Except as disclosed in the Company’s filings with the
Securities and Exchange Commission prior to the date hereof, there are no actions, suits or
proceedings pending or, to the knowledge of any Borrower, threatened against the Company or
any Restricted Subsidiary in which there is a reasonable possibility of an
adverse decision (i) which in any manner draws into question the validity or
enforceability of any Loan Document or (ii) that would reasonably be expected to have a
Material Adverse Effect.




     (h) Taxes. Except to the extent the following would not, in the aggregate,
reasonably be expected to have a Material Adverse Effect:




     (i) All U.S. federal and state tax returns, reports and statements (excluding
information returns) (the “US Tax Returns”) and all local U.S. tax returns
and all U.S. information returns, foreign tax returns, reports and statements
(collectively, the “Other Tax Returns” and, together with the US Tax
Returns, the “Tax Returns”) required to be filed by each Loan Party or any
of its Tax Affiliates have been filed with the appropriate governmental authorities,
all such Tax Returns are true and correct, and all taxes, charges and other
impositions reflected therein have been paid prior to the date when due except where
contested in good faith and by appropriate proceedings if adequate reserves have
been established on the books of such Loan Party or such Tax Affiliate in conformity
with GAAP;




     (ii) Proper amounts have been withheld by each Loan Party from its employees
for all periods in full compliance with the tax, social security and unemployment
withholding provisions of applicable requirements of law and such withholdings have
been timely paid to the respective governmental authorities; and




     (iii) Each of the Foreign Subsidiaries has paid or made adequate provision for
the payment of all Taxes levied on it or on its property or income that are due and
payable, including interest and penalties, or has accrued such amounts in its
financial statements for the payment of such Taxes except Taxes that are not
material in amount, that are not delinquent or if delinquent are being contested,
and in respect of which non-payment would not individually or in the aggregate
constitute, or be reasonably likely to cause, a Material Adverse Effect.




     (i) True and Complete Disclosure. All written information (taken as a whole)
heretofore or contemporaneously furnished by or on behalf of the Company or any of its
Restricted Subsidiaries in writing to any Lender (including, without limitation, all
information relating to the Company and its Restricted Subsidiaries contained in the Loan
Documents but excluding any forecasts and projections of financial information and


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results
submitted to any Lender) for purposes of or in connection with this Agreement, or any
transaction contemplated herein, is to the knowledge of the Company true and accurate in all
material respects on the date as of which such information is dated or certified and not
incomplete by omitting to state any fact necessary to make such information (taken as a
whole) not materially misleading at such time in light of the circumstances under which such
information was provided.




     (j) Margin Regulations. (i) No part of the proceeds of any Advance will be
used by any Borrower or any Restricted Subsidiary thereof to purchase or carry any
Margin Stock (other than repurchases by the Company of its own stock) or to extend
credit to others for the purpose of purchasing or carrying any Margin Stock.




     (ii) Neither the making of any Advance or Letter of Credit nor the use of the
proceeds thereof will violate or be inconsistent with the provisions of Regulations
T, U or X of the Board of Governors of the Federal Reserve System.




     (k) Compliance with ERISA/Pension Laws.




     (i) No Reportable Event has occurred or is reasonably expected to occur with
respect to a Plan, except for any such event which would not reasonably be expected
to have, either individually or in the aggregate, a Material Adverse Effect.




     (ii) Schedule SB (Actuarial Information) to the most recent annual report (Form
5500 Series) for each Plan, copies of which have been filed with the United States
Department of Labor and furnished to the Lenders, is complete and accurate and
fairly presents the funding status of each such Plan as of the end of the most
recent Plan year for which such report was so filed, and since the date of such
Schedule SB through the date of this Agreement there has been no material adverse
change in such funding status.




     (iii) Neither any Borrower nor any ERISA Affiliate has incurred or is
reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan,
except as would not reasonably be expected to have, either individually or in the
aggregate, a Material Adverse Effect.




     (iv) Neither any Borrower nor any ERISA Affiliate has been notified by the
sponsor of a Multiemployer Plan that such Multiemployer Plan is in Reorganization,
Insolvent or has been determined to be in “endangered or “critical” status within
the meaning of Section 432 of the Internal Revenue Code or Section 305 of ERISA, and
no such Multiemployer Plan is reasonably expected to be in Reorganization, Insolvent
or in “endangered” or “critical” status, except as would not reasonably be expected
to have, either individually or in the aggregate, a Material Adverse Effect




     (v) (a) Except as would not reasonably be expected to have, either individually
or in the aggregate, a Material Adverse Effect (i) each Canadian Pension Plan is
duly registered under all applicable federal, provincial and


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territorial pension
benefits legislation and the Income Tax Act (Canada), (ii) all obligations of any
Borrower or Restricted Subsidiary required to be performed in connection with each
Canadian Pension Plan or the funding agreements therefor have been performed in a
timely fashion and there are no outstanding disputes concerning the assets held
pursuant to any such funding agreement, except as would not reasonably be expected
to have, either individually or in the aggregate, a Material Adverse Effect, (iii)
all contributions or premiums required to be made by any Borrower or Restricted
Subsidiary each Canadian Pension Plan have been made in a timely fashion in accordance with the terms of such Canadian Pension
Plan and applicable laws and regulations, (iv) all employee contributions to each
Canadian Pension Plan required to be made by the employees of any Borrower or
Restricted Subsidiary by way of authorized payroll deduction have been properly
withheld by such Borrower or Restricted Subsidiary and fully paid into the
applicable Canadian Pension Plan in a timely fashion, (v) all reports and
disclosures relating to each Canadian Pension Plan required by any applicable laws
or regulations have been filed or distributed in a timely fashion, (vi) there have
been no improper withdrawals, or applications of, the assets of any Canadian Pension
Plan, (vii) no amount is owing by any Canadian Pension Plans under the Income Tax
Act (Canada) or any provincial or territorial taxation statute, except as would not
reasonably be expected to have, either individually or in the aggregate, a Material
Adverse Effect, (viii) none of the Canadian Pension Plans is the subject of an
investigation, proceeding, action or claim and there exists no state of facts which
after notice or lapse of time or both could give rise to any such proceeding, action
or claim and (ix) each Canadian Pension Plan is in compliance with the applicable
terms thereof, any funding requirements and all applicable law, except as would not
reasonably be expected to have, either individually or in the aggregate, a Material
Adverse Effect and (b) no material changes have occurred to any Canadian Pension
Plan since the last filed actuarial valuation in respect of such plan or the
financial statements of a Borrower or Restricted Subsidiary, and the actuarial
assumptions used in such actuarial valuation have not changed since the last filed
valuation (other than as required under Canadian actuarial standards).




     (l) Subsidiaries; Equity Interests; Loan Parties. As of the Closing Date, the
Company has no Subsidiaries other than those specifically disclosed in Schedule 4.01(n), and
all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are
fully paid and non-assessable and are owned by each Loan Party in the percentages specified
on Schedule 4.01(l) free and clear of all Liens except those created under the Collateral
Documents or permitted by this Agreement and the other Loan Documents. Schedule 4.01(l)
indicates which subsidiaries are Loan Parties as of the Effective Date showing (as to each
Loan Party) the jurisdiction of its incorporation, the address of its principal place of
business and its U.S. taxpayer identification number or, in the case of any non-U.S. Loan
Party that does not have a U.S. taxpayer identification number, its unique identification
number issued to it by the jurisdiction of its incorporation, if any.




     (m) Environmental Matters. (i) Each of the Company and its Restricted
Subsidiaries is, to the knowledge of the Senior Financial Officers, in compliance with all



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applicable Environmental Laws and the requirements of any permits issued under such
Environmental Laws, except for any such noncompliance or failures which would not reasonably
be expected to have, either individually or in the aggregate, a Material Adverse Effect.




     (ii) Neither the Company nor any Restricted Subsidiary has received notice to
the effect that its operations are not in compliance with any of the requirements of
any Environmental Law or are the subject of any governmental investigation
evaluating whether any remedial action is needed to respond to release of any toxic
or hazardous waste or substance into the environment, except for notices that relate
to noncompliance or remedial action which would not reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect.




     (n) No Default. No Default has occurred and is continuing, or would result
from the consummation of the transactions contemplated by this Agreement or any other Loan
Documents.




     (o) Investment Company Act. Neither the Company nor any of its Restricted
Subsidiaries is an “investment company” or a company “controlled” by an “investment company”
within the meaning of the Investment Company Act of 1940, as amended.




     (p) Employee Matters. Neither the Company nor any of its Restricted
Subsidiaries is engaged in any unfair labor practice that would reasonably be expected to
have a Material Adverse Effect.




     (q) Solvency. The Company and its Subsidiaries, taken as a whole, are Solvent.
No Subsidiary having its center of main interests in Germany is unable to pay its debts
when they fall due (zahlungsunfähig) or over-indebted (überschuldet) within the meaning
sect. 17 or 19 of the German Insolvency Code or has filed for the opening of insolvency
proceedings; no third party has filed for the opening of insolvency proceedings with respect
to such subsidiary.




     (r) Compliance with Laws. The Company and each Restricted Subsidiary thereof
is in compliance with the requirements of all Laws and all orders, writs, injunctions and
decrees applicable to it or to its properties, except in such instances in which (a) such
requirement of Law or order, writ, injunction or decree is being contested in good faith by
appropriate proceedings diligently conducted and for which adequate reserves have been
provided in accordance with GAAP or (b) the failure to comply therewith, either individually
or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.




     (s) Intellectual Property; Licenses, Etc. The Company and each of its
Restricted Subsidiaries own, or have the right to use, all of the trademarks, service marks,
trade names, copyrights, patents, patent rights, licenses and other intellectual property
rights (collectively, “IP Rights”) that are reasonably necessary for the operation
of their respective businesses, except where the failure to own or have the right to use
such IP



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Rights could not reasonably be expected to have a Material Adverse Effect. To the
knowledge of the Company, the use of such IP Rights by the Company or any Restricted
Subsidiary does not infringe upon any intellectual property rights held by any other Person,
except for any infringement that could not reasonably be expected to have a Material Adverse
Effect. No claim or litigation regarding any of the foregoing is pending or, to the
knowledge of the Company, threatened, which, either individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect.




     (t) Senior Debt. The Obligations constitute “Senior Debt” (or the equivalent
term) as such term is defined in each subordinated debt document to which the Company or any
of its Restricted Subsidiaries is a party and that contains such a definition or any similar
definition.




     (u) Foreign Assets Control Regulations; Patriot Act. No Loan Party (i) is or
will become a Person or entity described by section 1 of Executive Order 13224 of September
24, 2001 Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to
Commit, or Support Terrorism (12 C.F.R. 595), and no Loan Party engages in dealings or
transactions with any such Persons or entities; or (ii) is in violation of the Patriot Act
or any foreign Law to similar effect with respect to materiality.




     (v) Collateral Documents. As and when executed and delivered, the provisions
of the Collateral Documents are or will be effective to create in favor of the Agent for the
benefit of the Secured Parties legal, valid and enforceable Liens on all right, title and
interest of the Collateral owned by the Loan Parties and described therein, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws
generally affecting creditors’ rights and by equitable principles (regardless of whether
enforcement is sought in equity or at law) and by a covenant of good faith and fair dealing.
When filings or recordations are made or other actions taken to reflect the liens and
security interests in the Collateral as required pursuant to the terms of this Agreement and
the Collateral Documents, the Liens in the Collateral described herein and therein will be
perfected and prior to all other Liens, except any Liens permitted to be prior to the Liens
of the Secured Parties under the terms of the Loan Documents.




     (w) No Financial Assistance. The proceeds of any Advances have not been and
will not be used to finance or refinance the acquisition of or subscription for shares in
any Loan Party incorporated under the laws of the Netherlands and/or Belgium (save for share
buy-backs carried out in accordance with Belgian company law).




     (x) No Listed Securities. None of the Borrowers and Guarantors incorporated in
Belgium has issued listed securities, or is a Subsidiary of a Belgian company that has
issued listed securities.




     (y) Trustee. None of the Borrowers or Guarantors organized under the laws of
Australia have entered into any Loan Document, or hold any property, as a trustee.



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ARTICLE V




COVENANTS OF THE COMPANY



          SECTION 5.01 Affirmative Covenants. So long as any Advance or Letter of Credit shall remain
outstanding or any Lender shall have any Commitment hereunder:




     (a) Information Covenants. The Company will furnish to the Agent (in
sufficient quantity for each Lender):




     (i) Quarterly Financial Statements. Within 60 days after the close of
each of the first three quarterly accounting periods in each Fiscal Year of the
Company, the Consolidated balance sheet of the Company and its Restricted
Subsidiaries as at the end of such quarterly accounting period and the related
Consolidated statements of income for such quarterly accounting period and for the
elapsed portion of the Fiscal Year ended with the last day of such quarterly
accounting period and the related Consolidated statement of cash flows for the
elapsed portion of the Fiscal Year ended with the last day of such quarterly
accounting period, accompanied by a copy of the certification by the chief executive
officer or the chief financial officer of the Company delivered to the Securities
and Exchange Commission in connection with any report filed by the Company on a Form
10-Q (or any successor form), subject to normal year-end audit adjustments and to
the fact that such financial statements may be abbreviated and may omit footnotes or
contain incomplete footnotes.




     (ii) Annual Financial Statements. Within 120 days after the close of
each Fiscal Year of the Company, the Consolidated balance sheet of the Company and
its Restricted Subsidiaries as at the end of such Fiscal Year and the related
Consolidated statements of income and retained earnings and cash flows for such
Fiscal Year, in each case reported on by independent certified public accountants of
recognized national standing.




     (iii) Compliance Certificate. At the time of the delivery of the
financial statements provided for in 5.01(a)(i) and (ii), a certificate of a
Financial Officer of the Company certifying that to the best of such officer’s
knowledge, no Default has occurred and is continuing (a “Compliance
Certificate”), or if the chief financial officer is unable to make such
certification, such officer shall supply a statement setting forth the reasons for
such inability, specifying the nature and extent of such reasons. Such Compliance
Certificate shall also set forth (a) the calculations required to establish whether
the Company was in compliance with Section 5.03, at the end of such fiscal
quarter or year, as the case may be, (b) a list of names of all Immaterial
Subsidiaries for the following fiscal quarter, certifying that each Subsidiary set
forth on such list individually qualifies as an Immaterial Subsidiary and that all
such Subsidiaries in the aggregate do not exceed the limitations set forth in
clauses (i) and (ii) of the definition of the term Immaterial Subsidiary, and (c) a
list of names of all Unrestricted Subsidiaries, certifying that



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each Subsidiary set forth on such list individually qualifies as an
Unrestricted Subsidiary.




     (iv) Total Availability Certificate. Concurrently with any delivery of
financial statements under clause (i) or (ii) above, a Total Availability
Certificate dated as of such date of delivery, together with such supporting
information in connection therewith as the Agent may reasonably request;
provided that if Total Availability (calculated as of the most recently
delivered Total Availability Certificate) shall be an amount that is less than 15%
of the aggregate Multicurrency Revolving Credit Commitments at such date of
determination, then the Company shall deliver a Total Availability Certificate on
the first Business Day of each calendar month, until such time as the Total
Availability (calculated as of the then-most recently delivered Total Availability
Certificate) shall have exceed 15% of the aggregate Multicurrency Revolving Credit
Commitments for a period of at least 30 consecutive days.




     (v) Notice of Default or Litigation. Promptly, and in any event within
five Business Days after a Senior Financial Officer obtains actual knowledge
thereof, notice of (A) the occurrence of any Default or Event of Default or (B) a
development or event which would reasonably be expected to have a Material Adverse
Effect.




     (vi) Other Information. From time to time, such other information or
documents (financial or otherwise) as any Lender may reasonably request.


Notwithstanding the foregoing, the obligations in clauses (i) and (ii) of this
Section 5.01(a) may be satisfied with respect to financial information of the Company and
its Restricted Subsidiaries by the Company furnishing a Form 10-K or 10-Q, as applicable, filed
with the SEC.





     (b) Books, Records and Inspections. The Company will, and will cause each of
its Restricted Subsidiaries to, permit officers and designated representatives of the Agent
or the Lenders, at their own expense, upon five Business Days’ notice, to visit and inspect
(subject to reasonable safety and confidentiality requirements) any of the properties of the
Company or such Restricted Subsidiary, and to examine the books of account of the Company or
such Restricted Subsidiary and discuss the affairs, finances and accounts of the Company or
such Restricted Subsidiary with, and be advised as to the same by, its and their officers
and independent accountants, all at such reasonable times during normal business hours and
intervals and to such reasonable extent as the Agent or the Lenders may request;
provided that such Lender shall have given the Company’s Chief Financial Officer or
Treasurer a reasonable opportunity to participate therein in person or through a designated
representative; provided, further that, excluding any such visits and
inspections during the continuation of an Event of Default, only the Agent on behalf of the
Lenders may exercise rights of the Agent and the Lenders under this Section 5.01(b) and the
Agent shall not exercise such rights more often than once during any calendar year absent
the existence of an Event of Default at the Borrower’s expense; and provided,
further, that when an Event of Default exists, the Agent or any Lender (or any of
their respective representatives or independent contractors) may do any of the



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foregoing at the expense of the Company at any time during normal business hours and
upon reasonable advance notice. The Agent and the Lenders shall give the Company the
opportunity to participate in any discussions with the Company’s independent public
accountants.




     (c) Maintenance of Insurance.




     (i) Each of the Company and the Restricted Subsidiaries will maintain insurance
issued by financially sound and reputable insurance companies with respect to its
properties and business in such amounts and against such risks as is usually carried
by owners of similar businesses and properties in the same general areas in which
the Company or such Restricted Subsidiary operates. The Company will furnish to the
Agent, upon a reasonable request of the Agent (which may be at the direction, and
for the benefit, of a Lender) from time to time, full information as to the
insurance maintained in accordance with this Section 5.01.




     (ii) With respect to any Mortgaged Property, if at any time the area in which
the property is located is designated a “flood hazard area” in any Flood Insurance
Rate Map published by the Federal Emergency Management Agency (or any successor
agency), the Company will obtain and maintain flood insurance in an amount
sufficient to comply with the National Flood Insurance Program as set forth in the
Flood Disaster Protection Act of 1973, as it may be amended from time to time.




     (d) Maintenance of Existence. The Company and each of its Restricted
Subsidiaries will (i) preserve, renew and maintain in full force and effect its legal
existence and good standing under the Laws of the jurisdiction of its organization except in
a transaction permitted by Sections 5.02(d) or 5.02(e); (ii) take all
reasonable action to maintain in rights, privileges, permits, licenses and franchises
necessary for the normal conduct of its business, the non-maintenance of which could
reasonably be expected to have a Material Adverse Effect; and (iii) preserve or renew all of
its registered patents, trademarks, trade names and service marks, the non-preservation of
which could reasonably be expected to have a Material Adverse Effect.




     (e) Maintenance of Properties. The Company and each of its Restricted
Subsidiaries shall, and shall cause each of their respective Restricted Subsidiaries to,
maintain and preserve (i) in good working order and condition (subject to ordinary wear and
tear) all of its properties necessary in the conduct of its business, (ii) all rights,
permits, licenses, approvals and privileges necessary in the conduct of its business and
(iii) all registered patents, trademarks, trade names, copyrights and service marks with
respect to its business, except where failure to so maintain and preserve the items set
forth in clauses (i), (ii) and (iii) above could not, in the aggregate over all such
failures, reasonably be expected to have a Material Adverse Effect.




     (f) Compliance with Laws, etc. The Company will, and will cause each of its
Restricted Subsidiaries to, comply in all material respects with all applicable statutes,



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regulations and orders of, and all applicable restrictions imposed by, all governmental
bodies, domestic or foreign, in respect of the conduct of its business and the ownership of
its property (including, without limitation, all Environmental Laws applicable to the
ownership or use of real property now or hereafter owned or operated by the Company or any
of its Restricted Subsidiaries), except where the necessity of compliance therewith is being
contested in good faith or where failure to so comply could not reasonably be expected to
have a Material Adverse Effect.




     (g) ERISA. (i) Reportable Events and ERISA Reports. (A) Promptly and
in any event within 10 days after any Borrower or any ERISA Affiliate knows or has reason to
know that any Reportable Event has occurred, a statement of the Chief Financial Officer of
the Borrowers describing such Reportable Event and the action, if any, that such Borrower or
such ERISA Affiliate has taken and proposes to take with respect thereto and (B) on the date
any records, documents or other information must be furnished to the PBGC with respect to
any Plan pursuant to Section 4010 of ERISA, a copy of such records, documents and
information.




     (ii) Plan Terminations. Promptly and in any event within two business
days after receipt thereof by any Borrower or any ERISA Affiliate, copies of each
notice from the PBGC stating its intention to terminate any Plan or to have a
trustee appointed to administer any Plan.




     (iii) Plan Annual Reports. Promptly and in any event within 30 days
after the filing thereof with the United States Department of Labor, copies of each
Schedule SB (Actuarial Information) to the annual report (Form 5500 Series) with
respect to each Plan.




     (iv) Multiemployer Plan Notices. Promptly and in any event within five
business days after receipt thereof by any Borrower or any ERISA Affiliate from the
sponsor of a Multiemployer Plan, copies of each notice concerning (A) the imposition
of Withdrawal Liability by any such Multiemployer Plan, or (B) such Multiemployer
Plan is in Reorganization, Insolvent or a determination has been made that the
Multiemployer Plan is in “endangered” or “critical” status within the meaning of
Section 432 of the Internal Revenue Code or Section 305 of ERISA and (C) the amount
of liability incurred, or that may be incurred, by such Borrower or any ERISA
Affiliate in connection with any event described in clause (a) or (B).




     (v) Each Borrower and each Restricted Subsidiary Guarantor shall (a) cause each
of the Canadian Pension Plans of which a Borrower or a Restricted Subsidiary is the
administrator or plan sponsor, to be administered in accordance with the
requirements of the applicable pension plan texts, funding agreements, the Income
Tax Act (Canada) and applicable federal, provincial or territorial pension benefits
legislation, except as would not reasonably be expected to have, either individually
or in the aggregate, a Material Adverse Effect; (b) not voluntarily terminate, or
voluntarily cause to be terminated, any Canadian Pension Plan of which a Borrower or
a Restricted Subsidiary is the administrator or plan



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sponsor if such plan would have a solvency deficiency or wind-up deficiency on
termination that could reasonably be expected to have, either individually or in the
aggregate, including following a filing by such Borrower or Restricted Subsidiary
for protection from its creditors pursuant to the Companies Creditors Arrangement
Act (Canada), a Material Adverse Effect; (c) promptly provide the Agent with any
documentation relating to the Canadian Pension Plans as the Agent may reasonably
request, subject to applicable law; (d) notify the Agent within thirty (30) days of
becoming aware of (i) a material increase in the liabilities of any Canadian Pension
Plan, (ii) the establishment of a new registered pension plan, or (iii) the
commencement of payments of contributions to any Canadian Pension Plan to which any
Borrower or Restricted Subsidiary had not previously been paying or contributing, in
each case as could reasonably be expected to have, either individually or in the
aggregate, a Material Adverse Effect,; (e) promptly notify the Agent on becoming
aware of any order or notice of intention to issue an order from the applicable
pensions standards regulator that could reasonably be expected to cause the
termination, in whole or in part, of any Canadian Pension Plan and (f) promptly
notify the Agent on becoming aware of the occurrence of any event with respect to a
Canadian Pension Plan that is reasonably likely to result in the occurrence by a
Borrower or a Restricted Subsidiary, of any liability, fine or penalty and in the
notice to the Agent thereof, provide copies of all documentation in the possession
of any Borrower or Restricted Subsidiary (or documentation which such Borrower or
Restricted Subsidiary may reasonably request) relating thereto.




     (h) Covenant to Guarantee Obligations and Give Security.




     (i) Upon (w) the formation or acquisition of any new direct or indirect
Wholly-Owned Subsidiary by any Loan Party in a jurisdiction listed on Part I of
Schedule 5.01(h) hereto or any other jurisdiction (other than any jurisdiction
listed on Part II of Schedule 5.01(h) until such time as the Agent reasonably
determines that the costs associated with the respective Subsidiaries entering into
guaranties and granting Liens, and the perfection therof, in such jurisdiction
listed on Part II of Schedule 5.01(h) are materially less than in effect on the
Closing Date) in which, as of the end of the fiscal quarter immediately preceding
the date of determination, the aggregate “ebitda” (as defined at the end of this
subsection (h)) for the 12 month period ending in such quarter of the Subsidiaries
of the Company operating primarily in such jurisdiction is greater than 3% of ebitda
of the Company and its Restricted Subsidiaries for such 12 month period and for
which the Agent acting in consultation with the Company has reasonably determined
that the value of the guarantees and Liens granted by such Subsidiaries outweighs
the aggregate costs associated in connection therewith, (x) any Subsidiary ceasing
to qualify as an Immaterial Subsidiary, (y) the Borrower’s designation of a
Wholly-Owned Unrestricted Subsidiary as a Restricted Subsidiary pursuant to
Section 5.01(l) (unless such Subsidiary is an Immaterial Subsidiary) or (z)
the acquisition of any property by any Loan Party (subject to the applicable
limitations set forth in the Security Agreement) that is not already subject to a
perfected first priority security interest (subject to



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Permitted Liens) in favor of the Agent for the benefit of the Secured Parties, the Company shall,
in each case at the Company’s expense:




     (A) in the case of any Domestic Subsidiary, within 60 days after such
formation, acquisition, designation or failure to qualify as an Immaterial
Subsidiary, except to the extent prohibited or restricted by applicable law
or by contract existing on the Closing Date, cause such Domestic Subsidiary
to duly execute and deliver to the Agent a counterpart of the US Subsidiary
Guaranty guaranteeing the other Loan Parties’ obligations under the Loan
Documents; provided the foregoing requirement shall not apply to (i)
Domestic Subsidiaries which are owned directly or indirectly, by one or more
Foreign Subsidiaries, (ii) any Wholly-Owned domestic Restricted Subsidiary
substantially all of the assets of which constitute the equity of controlled
foreign corporations, (iii) Subsidiaries which are designated as, and which
qualify as, Unrestricted Subsidiaries, (iv) captive insurance company
subsidiaries, (v) not-for-profit subsidiaries, (vi) special purpose entities
and (vii) Immaterial Subsidiaries.




     (B) in the case of any Foreign Subsidiary, within 60 days after such
formation, acquisition, designation or failure to qualify as an Immaterial
Subsidiary, cause such Foreign Subsidiary to duly execute and deliver to the
Agent a counterpart of the Foreign Subsidiary Guaranty guaranteeing the
other Foreign Subsidiaries’ obligations under the Loan Documents;
provided the foregoing requirement shall not apply to (i)
Unrestricted Subsidiaries, (ii) captive insurance companies, (iii)
not-for-profit subsidiaries, (iv) special purpose entities and (v)
Immaterial Subsidiaries.




     (C) within 60 days after such formation, acquisition, designation or
failure to qualify as an Immaterial Subsidiary, furnish to the Agent a
description of the real and personal properties of such Subsidiary in detail
reasonably satisfactory to the Agent;




     (D) within 60 days after such formation, acquisition, designation or
failure to qualify as an Immaterial Subsidiary, take, and cause such
Subsidiary to take, whatever action (including, without limitation,
supplements to the Security Agreement, supplements to the Intellectual
Property Security Agreements and other security and pledge agreements, in
all such cases, as specified by and in form and substance reasonably
satisfactory to the Agent (including delivery of all Pledged Debt of such
Subsidiary, and other instruments representing such Pledged Debt indorsed in
blank to the extent required by the applicable Collateral Document), in all
such cases to the same extent that such documents and instruments would have
been required to have been delivered by Persons that were Guarantor
Subsidiaries on the Effective Date, securing payment of all the Obligations
of such Subsidiary under the Loan Documents;



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provided that in no event shall Excluded Foreign Subsidiaries
be required to grant Liens on their properties to secure the Obligations of
the Company or any Domestic Subsidiary of the Company;




     (E) with respect to any Material Owned Real Property of a Subsidiary
not owned by such Subsidiary as of the Closing Date, within 60 days after
such formation, acquisition, designation or failure to qualify as an
Immaterial Subsidiary, take, and cause such Subsidiary Guarantor or such
parent to take, whatever action (including, without limitation, the
recording of mortgages, assignments, the filing of Uniform Commercial Code
financing statements, the giving of notices and the endorsement of notices
on title documents) as may be necessary or advisable in the reasonable
opinion of the Agent to vest in the Agent (or in any representative of the
Agent designated by it) valid and subsisting Liens on the Material Owned
Real Property including without limitation delivery of each item set forth
in Section 5.02(n) with respect to the property to be mortgaged;
provided that in no event shall Excluded Foreign Subsidiaries be
required to grant Liens on their properties to secure the Obligations of the
Company or any Domestic Subsidiary of the Company;




     (F) contemporaneously with the delivery of such Collateral Documents
required to be delivered to the Agent, upon the request of the Agent in its
reasonable discretion, a signed copy of an opinion, addressed to the Agent
and the other Secured Parties, of counsel for the Loan Parties reasonably
acceptable to the Agent, as to the validity and enforceability of the
agreements entered into pursuant to this Section 5.01(h) and as to
such other related matters as the Agent may reasonably request, within 60
days after such formation or acquisition; and




     (G) at any time and from time to time, promptly execute and deliver any
and all further instruments and documents and take all such other action as
the Agent may reasonably deem necessary or desirable in perfecting and
preserving the Liens of the Secured Parties under the mortgages, pledges,
assignments, security agreement supplements, Intellectual Property Security
Agreement supplements and security agreements required under the terms of
the Loan Documents.




     (ii) The time periods set forth in this Section 5.01(h) may be extended
in the reasonable discretion of the Agent, upon the request of the Company, if the
Company and the Loan Parties are actively pursuing same. Any documentation
delivered pursuant to this Section 5.01(h) shall constitute a Loan Document
hereunder and any such document creating or purporting to create a Lien in favor of
the Agent for the benefit of the Secured Parties shall constitute a Collateral
Document hereunder.


The foregoing requirements of this Section 5.01(h) (a) shall not apply to (i) pledges and
security interests prohibited or restricted by applicable law (including any requirement to obtain
the




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consent of any Governmental Authority or third party), (ii) pledges and security interests in
agreements, licenses and leases that are prohibited or restricted by such agreements, licenses and
leases (including any requirement to obtain the consent of any Governmental Authority or third
party), to the extent prohibited or restricted thereby, and except to the extent such prohibition
or restriction is ineffective under the Uniform Commercial Code or other applicable law, other than
proceeds thereof, the assignment of which is expressly deemed effective under the Uniform
Commercial Code notwithstanding such prohibition, (iii) any assets or guaranty to the extent a
security interest in such assets or the making of such guaranty would result in material adverse
tax consequences as reasonably determined by US Borrower and the Agent, (iv) any real property
interest constituting “Principal Property”, as defined in the Existing Sealed Air Notes and the
capital stock of any subsidiary which cannot be pledged thereunder without triggering the equal and
ratable clauses thereunder, while any Existing Sealed Air Notes remain outstanding, (v) any
immaterial fee-owned real property and any leasehold interest (it being understood there shall be
no requirement to obtain any landlord waivers, estoppels or collateral access letters), (vi) letter
of credit rights and commercial tort claims valued at less than $5,000,000, (vii) any governmental
licenses or state or local franchises, charters and authorizations, to the extent a security
interest in any such license, franchise, charter or authorization is prohibited or restricted
thereby, (viii) margin stock and to the extent prohibited by the terms of any applicable charter,
joint venture agreement, shareholders agreement or similar agreement, equity interests in any
person other than material Wholly-Owned Restricted Subsidiaries, (ix) any lease, license or
agreement or any property subject to a purchase money security interest or similar arrangement to
the extent that a grant of a security interest therein would violate or invalidate such lease,
license or agreement or purchase money arrangement or create a right of termination in favor of any
other party thereto after giving effect to the applicable anti-assignment provisions of the Uniform
Commercial Code or other applicable law, other than proceeds and receivables thereof, the
assignment of which is expressly deemed effective under the Uniform Commercial Code or other
applicable law notwithstanding such prohibition and (x) in the case of the capital stock of any
Excluded Foreign Subsidiary to secure the Obligations of the Company or any Domestic Subsidiary of
the Company, shall be limited to 65% of the stock of such foreign subsidiary or such U.S. entity,
as the case may be, (b) shall require no actions to perfect a security interest in letter of credit
rights, chattel paper, hedge agreements, tax refunds, motor vehicles and other assets subject to
certificates of title or commercial tort claims other than the filing of a Uniform Commercial Code
financing statement or analogous form and (c) shall require no control agreements with respect to
any Collateral.



For purposed of clause (i) above, “ebitda” means the net income of the respective Subsidiary for
the respective period adjusted by adding thereto (or subtracting in the case of a gain) the
following amounts to the extent deducted or included, as applicable, and without duplication, when
calculating net income (a) interest expense, (b) income taxes, (c) any extraordinary gains or
losses, (d) gains or losses from sales of assets (other than from sales of inventory in the
ordinary course of business), (e) all amortization of goodwill and other intangibles and (f)
depreciation.





     (i) Use of Proceeds. The Borrowers shall use the entire amount of the proceeds
of the Advances as provided in Section 2.18.



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     (j) Payment of Taxes, Etc. The Company and each Subsidiary shall, pay and
discharge before the same shall become delinquent, all lawful governmental claims, taxes,
assessments, charges and levies (including but not limited to, taxes or levies imposed
pursuant to ERISA), except where (a) contested in good faith, by proper proceedings and
adequate reserves therefor have been established on the books of the Company, the
appropriate Subsidiary in conformity with GAAP or (b) the failure to comply with the
covenants in this Section 5.01 would not, in the aggregate over all such failures,
have a Material Adverse Effect.




     (k) Maintenance of Ratings. Use commercially reasonable efforts to maintain at
all times (a) corporate family ratings from Moody’s and corporate credit ratings from S&P
and (b) ratings for the Facilities from Moody’s and S&P.




     (l) Designation of Subsidiaries. The board of directors of the Company may at
any time designate any Subsidiary (other than the Company, JPY Borrower or CDN Borrower) as
an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary;
provided that (a) immediately before and after such designation, no Default
(including in respect of Section 5.02(d)) shall have occurred and be continuing and
(b) immediately after giving effect to such designation, the Borrowers shall be in
compliance, on a Pro Forma Basis, with the covenant set forth in Section 5.03. The
designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an investment
by the Borrowers therein (and must comply as such with the limitations investments under
Section 5.02(d)) at the date of designation in an amount equal to the net book value
of the Borrowers’ investment therein. The designation of any Unrestricted Subsidiary as a
Restricted Subsidiary shall constitute the incurrence at the time of designation of any
Indebtedness or Liens of such Subsidiary existing at such time. Any Subsidiary designated
as an Unrestricted Subsidiary may subsequently be re-designated as a Restricted Subsidiary;
provided that no Restricted Subsidiary may be designated as an Unrestricted
Subsidiary if it was previously designated as an Unrestricted Subsidiary.




     (m) Post-Closing Matters. The Borrowers shall ensure that the matters
specified in Schedule 5.01(m) shall be completed or otherwise satisfied as set forth and in
the time periods (as extended by the Agent in its discretion) in such Schedule.




     (n) Belgian Real Estate. Each Borrower and Guarantor which at any time
acquires real estate located in Belgium shall, within ten Business Days thereof and unless
it has already done so previously, deliver to the Agent a mandate for notarial
acknowledgment of debt granted by it to persons nominated by the Agent, duly executed by two
directors (or, if applicable, such other number of directors or officers as have full
representation powers pursuant to the statutes) of such Borrower or Guarantor, in such form
as the Agent shall request.




     (o) Accounting Changes. The Loan Parties and Restricted Subsidiaries shall
provide written notice to the Agent at least thirty (30) days prior to any changes in (i)
its accounting policies or reporting practices, except as permitted or required by GAAP or
(ii) its Fiscal Year.



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     (p) Existing Diversey Notes Defeasance. The Company shall ensure that the
Existing Diversey Notes on Schedule 5.02(b) shall be defeased on the Closing Date
strictly in accordance with the terms of the related indenture and shall be satisfied in
full within 70 days of the Closing Date.




     (q) Australian PPSA. If the Agent determines that a Loan Document (or a
transaction in connection with it) is or contains a security interest for the purposes of
the Australian PPSA, each Borrower and Guarantor agrees to do anything (such as
obtaining consents, signing and producing documents, getting documents completed and signed
and supplying information) which the Agent asks and considers necessary for the purposes of:




     (i) ensuring that the security interest is enforceable, perfected (including,
where possible, by control in addition to registration) and otherwise effective; or




     (ii) enabling the Agent to apply for any registration, or give any
notification, in connection with the security interest so that the security interest
has the priority required by the Agent; or




     (iii) enabling the Agent to exercise rights in connection with the security
interest.



          SECTION 5.02 Negative Covenants. So long as any Advance or Letter of Credit shall remain
outstanding or any Lender shall have any Commitment hereunder:




     (a) Liens. The Company will not, and will not permit any of its Restricted
Subsidiaries to, create, assume or suffer to exist any Lien on any asset now owned or
hereafter acquired by it, except:




     (i) Liens arising under the Collateral Documents or any incremental amendment
agreement;




     (ii) Liens on any asset securing Indebtedness permitted under Section
5.02(b)(viii);




     (iii) Liens existing on the date hereof and listed on Schedule 5.02(a)
hereto;




     (iv) any Lien on any asset of any Person existing at the time such Person
becomes a Subsidiary of the Company and not created in contemplation of such event;




     (v) any Lien on any asset of any Person existing at the time such Person is
merged or consolidated with or into the Company or any of its Subsidiaries and not
created in contemplation of such event;



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     (vi) any Lien on any asset existing prior to the acquisition thereof by the
Company or any of its Subsidiaries and not created in contemplation of such
acquisition;




     (vii) any Lien arising out of the renewal, replacement or refunding of any
Indebtedness secured by any Lien permitted by any of the foregoing clauses of this
Section; provided that such Indebtedness is not increased other than by an
amount equal to any reasonable financing fees and is not secured by any additional
assets;




     (viii) [Reserved].




     (ix) Permitted Liens;




     (x) Liens not otherwise permitted by this Section 5.02(a) securing
Indebtedness in an aggregate principal amount outstanding at any time not exceeding
$250,000,000;




     (xi) Liens pursuant to a Permitted Receivables Financing; and




     (xii) Liens pursuant to the Specified Structured Finance Transaction.




     (b) Indebtedness. None of the Loan Parties will, or will permit any of its
Restricted Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness,
except:




     (i) Indebtedness under the Loan Documents;




     (ii) Indebtedness existing on the date hereof and listed on Schedule
5.02(b) hereto and any Permitted Refinancing Indebtedness in respect thereof;




     (iii) Indebtedness in respect of the Senior Notes and any Permitted Refinancing
Indebtedness in respect thereof;




     (iv) Indebtedness of any Person existing at the time such Person becomes a
Subsidiary of the Company or is merged or consolidated into the Company or any of
its Subsidiaries and not created in contemplation of such event; provided
that on a Pro Forma Basis (assuming that such event had been consummated on the
first day of the most recently ended period of four fiscal quarters for which
financial statements have been or are required to have been delivered pursuant to
Section 5.01(a)), the Company would have been in compliance with Section
5.03 determined as of the last day of such period, and any renewal, replacement
or refunding thereof so long as such renewal, replacement or refunding does not
increase the amount of such Indebtedness;




     (v) Indebtedness of (A) any Loan Party to any other Loan Party; (B) any Group
Member which is not a Loan Party to any other Group Member



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which is also not a Loan
Party; (C) any Loan Party to any Group Member which is not a Loan Party and (D) any Group Member which is not a Loan Party to any Loan Party
to the extent permitted pursuant to Section 5.02(d)(x), and in each case as
applicable including Indebtedness in connection with obligations under Liquidity
Structures; provided that in each case of subclauses (A) through
(D) of this clause (v), (x) all such Indebtedness owing by or
payable by a Loan Party, shall be subordinated to the Secured Obligations on terms
reasonably satisfactory to the Agent and (y) all such Indebtedness to the extent
owed to a Loan Party, be pledged to the Agent for the benefit of the applicable
Secured Parties under the applicable Collateral Documents;




     (vi) Indebtedness in connection with issuance of one or more performance bonds
securing obligations of the type set forth in clauses (a) and (b) of
the definition of “Permitted Liens”;




     (vii) Indebtedness in connection with Cash Management Obligations;




     (viii) Capital Lease Obligations and purchase money obligations for fixed or
capital assets in an aggregate amount not to exceed $100,000,000 outstanding at any
time;




     (ix) Subject to the proviso at the end of this Section 5.02(b), other
Indebtedness; provided that no Event of Default has occurred and is
continuing at the time of incurrence thereof and on the date of incurrence thereof
either (a) the Company shall be in compliance with the financial covenant set forth
in Section 5.03 (except that for purposes of determining compliance with
this clause (ix), the applicable Net Total Leverage Ratio in Section
5.03 shall be reduced by 0.50:1.00) determined as of the end of the fiscal
quarter immediately preceding such date on a Pro Forma Basis to include such
Indebtedness and all other Indebtedness incurred since the end of such fiscal
quarter or (b) the Company shall be in compliance with the financial covenant set
forth in Section 5.03 determined as of the end of the fiscal quarter
immediately preceding such date on a Pro Forma Basis to include such Indebtedness
and all other Indebtedness incurred since the end of such fiscal quarter and
the Interest Coverage Ratio is equal to or greater than 2.00:1.00, as determined on
a Pro Forma Basis as of the end of the fiscal quarter immediately preceding such
date;




     (x) other Indebtedness in an aggregate principal amount not to exceed
$400,000,000 outstanding at any one time;




     (xi) Indebtedness in respect of Permitted Receivables Financings and the
Specified Structured Finance Transactions; provided that, in the event the
aggregate size of Permitted Receivables Financings pursuant to this clause
(xi) exceeds $150,000,000 (or the Equivalent thereof at the time of incurrence),
then 100% of all additional Indebtedness in respect of Permitted Receivables
Financings shall be applied to the mandatory repayment of indebtedness under this
Agreement under the terms of Section 2.11(b)(ii)(C) hereof



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     (xii) any liability arising under a declaration of joint and several liability
(hoofdelijke aansprakelijkheid) as referred to in Section 2:403 of the Dutch Civil
Code;




     (xiii) any liability arising as a result of Group Members forming part of a
fiscal unity (fiscale eenheid);




     (xiv) unsecured Indebtedness of any Foreign Subsidiary in an aggregate amount
not to exceed $250,000,000 outstanding at any time; provided that, 100% of
all Indebtedness incurred pursuant to this clause (xiv) shall be applied to
the mandatory repayment of indebtedness under this Agreement under the terms of
Section 2.11(b)(ii)(C) hereof; and




     (xv) Indebtedness of the Company or any Restricted Subsidiary in connection
with obligations under Liquidity Structures.




provided that notwithstanding anything to the contrary contained in clauses
(ix) and (x) above, the total aggregate amount of Indebtedness incurred
thereunder by all Restricted Subsidiaries that are not Subsidiary Guarantors shall not
exceed an aggregate amount of $250,000,000 outstanding at any time.




     (c) Restricted Payments. Neither the Company nor any Restricted Subsidiary
will, directly or indirectly, declare or make any Restricted Payment or incur any obligation
(contingent or otherwise) to do so, except:




     (i) the Company and its Restricted Subsidiaries may make dividends and other
distributions payable solely in Equity Interests of such Person;




     (ii) (A) any Group Member may make distributions to the Company or to any Loan
Party, and (B) any Group Member which is not a Loan Party may make distributions to
any other Group Member which is also not a Loan Party; provided that in the
case of Restricted Payments in the form of distributions from Subsidiaries of the
Company that are not Wholly-Owned Subsidiaries of the Company (whether directly or
indirectly held), such distributions are made on a ratable basis to all equity
holders; provided further that in no event shall any Domestic
Subsidiaries be permitted to make Restricted Payments to any Foreign Subsidiaries
that are not Loan Parties under this provision (it being understood and agreed that
(i) distributions may be made by Loan Parties to any Group Member that is not a Loan
Party as part of a related series of transactions in which the money or property
being distributed ultimately is received by a Loan Party and (ii) distributions may
be made by Domestic Subsidiaries to Foreign Subsidiaries that are not Loan Parties
as part of a related series of transactions in which the money or property being
distributed ultimately is received by a Foreign Subsidiary that is a Loan Party;
provided however, that to the extent any “related series of transactions”,
as referred to in this Section 5.02(c)(ii), involves a transaction that is
not a distribution, such transaction, as determined by the Agent, shall not
adversely affect the interests of the Lenders);



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     (iii) repurchases of Equity Interests in a cashless transaction deemed to occur
upon exercise or vesting of restricted stock, stock options or warrants;




     (iv) to the extent constituting Restricted Payments, the Company and its
Restricted Subsidiaries may enter into transactions permitted by Sections
5.02(e) and 5.02(f);




     (v) the Company may make Restricted Payments in cash in an aggregate amount not
to exceed (a) for the Fiscal Year ended December 31, 2011, $40,000,000, (b)
$135,000,000 for the Fiscal Year ended December 31, 2012, (c) $150,000,000 for the
Fiscal Year ended December 31, 2013, (d) $160,000,000 for the Fiscal Year ended
December 31, 2014 and (e) $175,000,000 for the Fiscal Year ended December 31, 2015
and each Fiscal Year thereafter; provided, however, that if the
amount of Restricted Payments in cash by the Company is less than the amount
permitted hereunder in the applicable Fiscal Year (the “Unused Amount”), the
Unused Amount may be carried forward for such payments permitted hereunder in the
immediately succeeding two Fiscal Years; and provided, further, to
the extent any such Unused Amount is carried forward to subsequent years, it will be
deemed used in the applicable subsequent Fiscal Year before the amount provided
above for such Fiscal Year;




     (vi) the Company may make Restricted Payments in cash if the Net Total Leverage
Ratio as of the end of the fiscal quarter immediately preceding the date of such
Restricted Payment on a Pro Forma Basis is less than 2.50:1.00;




     (vii) the Company may make Restricted Payments in cash in an aggregate amount
not to exceed the Available Basket Amount on the date of such Restricted Payment;




     (viii) Restricted Payments by the Company and its Restricted Subsidiaries in
respect of the Specified Structured Finance Transactions and Specified Foreign
Restructuring Transactions; and




     (ix) Restricted Payments to pay for the settlement, repurchase, retirement or
other acquisition or retirement for value, or satisfaction of any obligation, of
Equity Interests of the Company or any direct or indirect parent company of the
Company held by any future, present or former employee, director, manager or
consultant of the Company, any of its Subsidiaries or any direct or indirect parent
company of the Company pursuant to any management equity plan or stock option plan
or any other management or employee benefit plan or agreement, or any stock
subscription or shareholder agreement (including, for the avoidance of doubt, any
principal and interest payable on any notes issued by the Company or any direct or
indirect parent company of the Company in connection with such repurchase,
retirement or other acquisition), including any Equity Interests rolled over by
management of the Company or any direct or indirect parent company of the Company in
connection with the Transactions; provided that the aggregate Restricted Payments
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not exceed in any calendar year $10,000,000 (with unused amounts in any
calendar year being carried over to succeeding calendar years subject to a maximum
(without giving effect to the following proviso) of $15,000,000 in any calendar
year); provided further that such amount in any calendar year may be increased by an
amount not to exceed: (A) the cash proceeds from the sale of Equity Interests of
the Company and, to the extent contributed to the Company, the cash proceeds from
the sale of Equity Interests of any direct or indirect parent company of the
Company, in each case to any future, present or former employees, directors,
managers or consultants of the Company, any of its Subsidiaries or any direct or
indirect parent company of the Company that occurs after the Closing Date, plus (B)
the cash proceeds of key man life insurance policies received by the Company and the
Restricted Subsidiaries after the Closing Date, less (C) the amount of any
Restricted Payments previously made pursuant to clauses (A) and (B) of this clause
(ix); and provided further that cancellation of Indebtedness owing to the Company or
any Restricted Subsidiary from any future, present or former employees, directors,
managers or consultants of the Company, any direct or indirect parent company of the
Company or any Restricted Subsidiary in connection with a repurchase of Equity
Interests of the Company or any direct or indirect parent company of the Company
will not be deemed to constitute a Restricted Payment for purposes of this Section
5.02(c) or any other provision of this Agreement; and




     (x) any Restricted Payment made in connection with the Transactions and the
fees and expenses related thereto or used to fund amounts owed to Affiliates
(including dividends to any direct or indirect parent company of Holdings to permit
payment by such parent of such amount), to the extent permitted by Section 5.02(h).




     (d) Investments. Neither the Company nor any Restricted Subsidiary will,
directly or indirectly, make or hold any Investments, except:




     (i) Investments held by the Company or any of its Restricted Subsidiaries in
the form of Cash Equivalents;




     (ii) Investments existing on the date hereof and listed on Schedule
5.02(d) (or with respect to Investments in Equity Interests, listed on Schedule
4.01(l)) hereto and extensions, renewals, modifications, restatements or
replacements thereof; provided, that no such extension, renewal,
modification or restatement shall increase the amount of the original loan, advance
or investment, except by an amount equal to any premium or other reasonable amount
paid in respect of the underlying obligations and fees and expenses incurred in
connection with such replacement, renewal or extension;




     (iii) advances to officers, directors and employees of the Company and its
Restricted Subsidiaries in an aggregate amount not to exceed $15,000,000 at any time
outstanding, for travel, entertainment, relocation and analogous ordinary business
purposes;



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     (iv) Investments consisting of extensions of credit in the nature of accounts
receivable or notes receivable arising from the grant of trade credit in the
ordinary course of business, and Investments received in satisfaction or partial
satisfaction thereof from financially troubled account debtors to the extent
reasonably necessary in order to prevent or limit loss;




     (v) Investments (including debt obligations and Equity Interests) received in
satisfaction of judgments or in connection with the bankruptcy or reorganization of
suppliers and customers of the Company and its Restricted Subsidiaries and in
settlement of delinquent obligations of, and other disputes with, such customers and
suppliers arising in the ordinary course of business;




     (vi) Permitted Acquisitions;




     (vii) Investments consisting of extensions of credit or endorsements for
collection or deposit in the ordinary course of business;




     (viii) promissory notes and other similar non-cash consideration received by
the Company and its Restricted Subsidiaries in connection with dispositions not
otherwise prohibited under this Agreement;




     (ix) Investments in Swap Contracts entered into in order to manage existing or
anticipated interest rate, exchange rate or commodity price risks and not for
speculative purposes;




     (x) (A) Investments by the Company or its Restricted Subsidiaries in any Loan
Party or entity that becomes a Loan Party as a result of such Investment,
provided that, the amount of Investments by any Domestic Loan Party under
this clause (x)(A) in any Loan Party that is not a Domestic Loan Party shall be
subject to the applicable restriction in the definition of Liquidity Structures, (B)
Investments by any Group Member which is not a Loan Party in any other Group Member
which is also not a Loan Party and (C) Investments by any Loan Party in a Group
Member which is not a Loan Party in an aggregate amount not to exceed $200,000,000
(exclusive of any amounts permitted pursuant to clause (A) above) at any time (net
of any returns of capital);




     (xi) Guarantees of Leases and of other obligations not constituting
Indebtedness of the Company and its Restricted Subsidiaries entered into in the
ordinary course of business;




     (xii) Investments by the Company or any of its Restricted Subsidiaries if the
Net Total Leverage Ratio as of the end of the fiscal quarter immediately preceding
the date of such Investment on a Pro Forma Basis is less than 2.50:1.00;




     (xiii) Investments by the Company and its Restricted Subsidiaries in an
aggregate amount not to exceed the Available Basket Amount on the date of such
Investment;



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     (xiv) Investments the by Company and its Restricted Subsidiaries made in cash
in an aggregate amount not to exceed $125,000,000 at any time outstanding;




     (xv) Investments by the Company and its Restricted Subsidiaries in respect of
the Specified Structured Finance Transactions and the Specified Foreign
Restructuring Transactions;




     (xvi) any Investments made in connection with the Transactions and the fees and
expenses related thereto or used to fund amounts owed to Affiliates, to the extent
permitted by Section 5.02(h); and




     (xvii) Investments constituting loans and advances among the Company and its
Restricted Subsidiaries for working capital and other ordinary course purposes
pursuant to, and in accordance with, the Liquidity Structures,




provided that, notwithstanding anything to the contrary contained herein, the
Company may, or may cause its Subsidiaries to, purchase preferred stock of Diversey on or
about the date hereof.




     (e) Dispositions. Neither the Company nor any Restricted Subsidiary will make
any Disposition or enter into any agreement to make any Disposition, except:




     (i) Dispositions of obsolete, worn out, damaged, surplus or otherwise no longer
used or useful machinery, parts, equipment or other assets no longer used or useful
in the conduct of the business of the Company or any of its Restricted Subsidiaries
in the ordinary course of business;




     (ii) Dispositions of Cash Equivalents and inventory in the ordinary course of
business (including the sale, transfer or other disposition of overdue or disputed
accounts receivable, in connection with the compromise or collection thereof) and
the conversion of cash into Cash Equivalents and Cash Equivalents into cash;




     (iii) Dispositions of property subject to Events of Loss;




     (iv) the sale or issuance of any Subsidiary’s Equity Interests to the Company
or any Restricted Subsidiary; provided that any Subsidiary Guarantor shall
only issue or sell its Equity Interests to the Company or another Loan Party;




     (v) Dispositions by the Company to any Subsidiary, or by any Subsidiary to the
Company or to another Subsidiary of the Company; provided that if the
transferor is a Restricted Subsidiary, the transferee thereof must either be the
Company or a Restricted Subsidiary; provided, further that if the
transferor is the Company or a Guarantor, the transferee must be either the Company
or a Guarantor; provided, further that the immediately preceding
proviso shall not be applicable if either (i) (w) the transferor is a Domestic Loan
Party and the transferee is a Foreign Subsidiary that is not a Loan Party, (x) the
assets being



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transferred are Equity Interests in a Foreign Subsidiary and are being
transferred as part of a foreign subsidiary rationalization program effected in good
faith by the Company and (y) the transfer is made for fair market value as
determined by the Company in its reasonable discretion or (ii) (w) the transferor is
a Foreign Subsidiary that is Loan Party and the transferee is a Foreign Subsidiary
that is not a Loan Party, (x) the assets being transferred are Equity Interests, (y)
the transfer is made for cash consideration payable in immediately available funds
and (z) the transfer is made for fair market value as determined by the Company in
its reasonable discretion (it being understood and agreed that Dispositions may be
made between Loan Parties as part of a related series of transactions in which the
money or property being transferred ultimately is received by a Loan Party;
provided however, to the extent any “related series of transactions”, as
referred to in this Section 5.02(e)(v), involves a transaction with a Person
that is not a Loan Party, such transaction shall not adversely affect the interests
of the Lenders as determined by the Agent);




     (vi) Dispositions that are Investments not prohibited by Section
5.02(d);




     (vii) Dispositions of property or assets from a Loan Party to a Subsidiary that
is not a Loan Party or to a joint venture of a Loan Party; provided, that as
of the date of such Disposition the aggregate fair market value of property and
assets subject to such Dispositions (determined at the time of such Dispositions)
pursuant to this clause (vii) during the term of this Agreement does not exceed
$50,000,000;




     (viii) Dispositions of Unrestricted Subsidiaries;




     (ix) Leases, subleases, licenses or sublicenses of assets or properties in the
ordinary course of business and which do not materially interfere with the business
of the Company and its Restricted Subsidiaries;




     (x) Dispositions of IP Rights which, in the reasonable good faith determination
of the Borrower, are not material to the conduct of the business of the Company and
its Restricted Subsidiaries, the expiration and abandonment of IP Rights and other
transfers of IP Rights and copyrighted material in the ordinary course of business
or that are otherwise not material to the conduct of the business of the Company and
its Restricted Subsidiaries;




     (xi) Dispositions of assets or properties to the extent that such assets or
properties are exchanged for credit against the purchase price of similar
replacement assets or properties or the proceeds of such Disposition are reasonably
promptly applied to the purchase price of such replacement assets or properties, in
each case, in the ordinary course of business;




     (xii) termination of Swap Contracts;



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     (xiii) other Dispositions by the Company and its Restricted Subsidiaries;
provided that (a) at the time of such Disposition, no Event of Default has
occurred and is continuing, (b) the aggregate book value of all property Disposed of
in reliance on this clause (xiii) in any Fiscal Year shall not exceed 15% of the
Company’s Consolidated Net Tangible Assets, as determined as of the last day of the
preceding Fiscal Year, and (c) at least 75% of the consideration received in
connection with each such Disposition shall be in the form of cash or Cash
Equivalents;




     (xiv) any other Disposition identified prior to the Closing Date and set forth
on Schedule 5.02(e) hereto;




     (xv) sales of any receivables in connection with a single Permitted Receivables
Financing with a total aggregate maximum facility size not to exceed $250,000,000
(or the Equivalent thereof at the time of incurrence); and




     (xvi) Dispositions pursuant to the Specified Structured Finance Transaction.




     (f) Fundamental Changes. The Company will not, and will not permit any of the
Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or
liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey,
sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business
units, assets or other properties, except that:




     (i) so long as no Default or Event of Default has occurred and is continuing or
would result therefrom, any Subsidiary of the Company or any other Person may be
merged, amalgamated or consolidated with or into the Company or any Borrower;
provided that (A) the Company or such Borrower shall be the continuing or
surviving entity or (B) if the Person formed by or surviving any such merger,
amalgamation or consolidation is not the Company or such Borrower (such other
Person, the “Successor Borrower”), (1) the Successor Borrower shall, as the
case may be, be an entity organized or existing under the laws of the United States,
any state thereof, the District of Columbia or any territory thereof or in the case
of a Borrower that is a Foreign Subsidiary, under the law of the jurisdiction where
the relevant Borrower that is a Foreign Subsidiary was organized, (2) the Successor
Borrower shall expressly assume all the obligations of the Company or such Borrower
under this Agreement and the other Loan Documents pursuant to a supplement hereto or
thereto in form reasonably satisfactory to the Agent, (3) each Guarantor, unless it
is the other party to such merger or consolidation, shall have by a supplement to
the Guarantee confirmed that its guarantee thereunder shall apply to any Successor
Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each
Subsidiary pledgor, unless it is the other party to such merger or consolidation,
shall have by a supplement to any applicable Security Document, affirmed that all of
its obligations thereunder shall still apply and (6) the Successor Borrower shall
have delivered to the Agent an officer’s certificate



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stating that such merger or consolidation and such supplements preserve the
enforceability of the Guarantee and the perfection and priority of the Liens under
the applicable Security Documents (it being understood that if the foregoing are
satisfied, the Successor Borrower will succeed to, and be substituted for, the
Company or such Borrower, as applicable, under this Agreement);




     (ii) so long as no Default or Event of Default has occurred and is continuing
or would result therefrom, any Subsidiary of the Company or any other Person may be
merged, amalgamated or consolidated with or into any one or more Subsidiaries of the
Company, provided that (i) in the case of any merger, amalgamation or
consolidation involving one or more Restricted Subsidiaries, (A) a Restricted
Subsidiary shall be the continuing or surviving Person or (B) the Company shall take
all steps necessary to cause the Person formed by or surviving any such merger,
amalgamation or consolidation (if other than a Restricted Subsidiary) to become a
Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation
involving one or more Guarantors, a Guarantor shall be the continuing or surviving
Person or the Person formed by or surviving any such merger, amalgamation or
consolidation (if other than a Guarantor) shall, execute a supplement to the
Guarantee Agreement and the relevant Security Documents in form and substance
reasonably satisfactory to the Agent in order to become a Guarantor and pledgor,
mortgagor and grantor, as applicable, thereunder for the benefit of the Secured
Parties, (iii) no Default or Event of Default has occurred and is continuing or
would result from the consummation of such merger, amalgamation or consolidation and
(iv) the Company shall have delivered to the Agent an officers’ certificate stating
that such merger, amalgamation or consolidation and any such supplements to any
Security Document preserve the enforceability of the Guarantees and the perfection
and priority of the Liens under the applicable Security Documents;




     (iii) the Acquisition may be consummated;




     (iv) any Restricted Subsidiary that is not a Loan Party may sell, lease,
transfer or otherwise dispose of any or all of its assets (upon voluntary
liquidation or otherwise) to the Company or any other Restricted Subsidiary;




     (v) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all
of its assets (upon voluntary liquidation or otherwise) to any Loan Party,
provided that the consideration for any such disposition by any Person other
than a Guarantor shall not exceed the fair value of such assets;




     (vi) any Restricted Subsidiary may liquidate or dissolve if the Company
determines in good faith that such liquidation or dissolution is in the best
interests of the Company and is not materially disadvantageous to the Lenders;




     (vii) to the extent that no Default or Event of Default would result from the
consummation of such disposition or investment, the Company and the



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Restricted Subsidiaries may consummate a merger, dissolution, liquidation,
consolidation, investment or disposition, the purpose of which is to effect a
Disposition permitted pursuant to Section 5.02(e) or an Investment permitted
pursuant to Section 5.02(d);




     (viii) the Company and the Restricted Subsidiaries may consummate an Asset Sale
constituting the sale of manufacturing facilities and related assets, in connection
with establishing outsourcing arrangements providing substantially similar
functionality;




     (ix) the Specified Foreign Restructuring Transactions may be consummated; and




     (x) any other transaction set forth on Schedule 5.02(e) may be
consummated;



provided, however, except as permitted by Section 5.01(e)(x)(v), Section 5.02(e)(xiv),
Section 5.02(f)(ix) or Section 5.02(f)(x), neither
the Company nor any Domestic Subsidiary will convey, sell, lease, assign, transfer or otherwise
dispose of (collectively, a “transfer”) any of its property, business or assets (including,
without limitation leasehold interests), whether now owned or hereafter acquired, to any Foreign
Subsidiary, except to the extent that such transfer or series of related transfers (A)
individually or in the aggregate, would not reasonably be expected to materially and adversely
affect the business, results of operations or financial condition of the Company and its
Subsidiaries taken as a whole, (B) are made for cash consideration payable in immediately available
funds (provided that this clause (B) shall not apply to any transfer of Equity Interest for which
reasonable equivalent non-cash value is given), and (C) are made for consideration equal to
the value of the asset or assets that would be attributed to such asset or assets being transferred
by an independent and unaffiliated third party purchasing such assets in an arms-length sale
transaction as of such date, as determined in good faith by the Company.




     (g) Change in Nature of Business. The Company will not, and will not permit
any of its Restricted Subsidiaries to, engage in any business other than the businesses in
which the Company and its Subsidiaries, taken as a whole, are engaged on the Closing Date,
plus extensions and expansions thereof, and businesses and activities incidental or
related thereto.




     (h) Transactions with Affiliates. Neither any Loan Party nor any Restricted
Subsidiary will effect any transaction with any Affiliate of the Company that is not a
Restricted Subsidiary, having a value, or for consideration having a value, in excess of
$50,000,000 unless the board of directors (or the person duly authorized to perform similar
functions) of the Company or such Restricted Subsidiary shall make a good faith
determination that the terms of such transaction are, taken as a whole, no less favorable to
the Company or such Restricted Subsidiary, as the case may be, than would at the time be
obtainable for a comparable transaction in arms-length dealing with an unrelated third
party; provided, however, that this Section 5.02(h) shall not apply
to (i) overhead and other ordinary course allocations of costs and services on a reasonable
basis, (ii) allocations of tax liabilities and other tax-related items among the Company and
its



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Affiliates based principally upon the financial income, taxable income, credits and
other amounts directly related to the respective parties, to the extent that the share of
such liabilities and other items allocable to the Company and its Restricted Subsidiaries
shall not exceed the amount that such Persons would have been responsible for as a direct
taxpayer and (iii) any Investment permitted by Section 5.02(d) or any Restricted
Junior Payment permitted by Section 5.02(m), and (iv) the Specified Foreign
Restructuring Transactions, the Liquidity Structure and/or the Specified Structured Finance
Transactions; provided, further, that this provision shall not permit
Dispositions, sales, loans, leases, assignments, transfers or other dispositions to any
Foreign Subsidiary which is otherwise restricted under any other provisions of this
Section 5.02.




     (i) Speculative Hedging Activities. Neither the Company nor any Restricted
Subsidiary will enter into any Swap Contracts other than in the ordinary course of business
for non-speculative purposes and consistent with sound business practice.




     (j) Amendments of Certain Documents. None of the Loan Parties will enter into
any amendment, or agree to or accept any waiver, of any of the provisions of (i) the
certificate of incorporation, formation or organization, by-laws, limited liability company
agreement, partnership agreement, operating agreement or any other governing and
organizational document of any of the Loan Parties or (ii) the Merger Agreement or the
Senior Notes, in each case if doing so would materially adversely affect the rights of the
Loan Parties, the Agent and the Lenders, or any of them.




     (k) Sales and Leasebacks. Except as set forth on Schedule 5.02(k),
neither any Loan Party nor any Restricted Subsidiary will (i) become or remain liable as
lessee or as a guarantor or other surety with respect to any lease of any property, whether
now owned or hereafter acquired (A) which such Loan Party has sold or transferred or is to
sell or transfer to any other Person (other than another Loan Party) or (B) which such Loan
Party intends to use for substantially the same purpose as any other property which has been
or is to be sold or transferred by a Loan Party to any Person (other than another Loan
Party) in connection with such lease, or (ii) create, incur, assume or suffer to exist any
obligations as lessee under operating leases or agreements to lease having an original term
of one year or more that would cause the direct and contingent liabilities of the Company
and its Subsidiaries, on a consolidated basis, in respect of all such obligations to exceed
$50,000,000 payable in any period of 12 consecutive months.




     (l) Negative Pledge. Neither any Loan Party nor any Restricted Subsidiary will
enter into or suffer to exist, or permit any of its Restricted Subsidiaries to enter into or
suffer to exist, any agreement prohibiting or conditioning the creation or assumption of any
Lien upon any of its assets or property except (i) agreements in favor of the Secured
Parties, (ii) agreements governing Indebtedness or other arrangements secured by Liens
permitted under Section 5.02(a)) so long as such restrictions extend only to the
property acquired with or subject to such Indebtedness, (iii) agreements in existence on the
Closing Date and set forth on Schedule 5.02(l) including any renewals, extensions or
replacements of such agreements on terms not materially less favorable to the interests of
the Lenders than those in effect on the date of this Agreement, (vi) purchase money
obligations for property acquired in the ordinary course of business, (v) pursuant to any



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requirement of law or any applicable rule, regulation or order, (vi) any agreement or
other instrument of a Person acquired by or merged or consolidated with or into the Company
or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a
Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from
such Person, in each case that is in existence at the time of such transaction (but not
created in contemplation thereof), which encumbrance or restriction is not applicable to any
Person, or the properties or assets of any Person, other than the Person and its
Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or
designated, (vii) contracts for the sale of assets, including customary restrictions with
respect to a Subsidiary of Holdings pursuant to an agreement that has been entered into for
the sale or disposition of all or substantially all of the Capital Stock or assets of such
Subsidiary, (viii) restrictions on cash or other deposits or net worth imposed by customers
under contracts entered into in the ordinary course of business, (ix) customary provisions
in joint venture agreements or arrangements and other similar agreements or arrangements
relating solely to such joint venture, (x) customary provisions contained in leases,
sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the
ordinary course of business and (xi) restrictions created in connection with any Permitted
Receivables Financing that, in the good faith determination of the board of directors of
Holdings, are necessary or advisable to effect such Permitted Receivables Financing.




     (m) Restricted Junior Payments. Neither any Loan Party nor any Restricted
Subsidiary will, or will permit any of their Restricted Subsidiaries to, directly or
indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior
Payment, except:




     (i) the Company may make Restricted Junior Payments if the Net Total Leverage
Ratio as of the end of the fiscal quarter immediately preceding the date of such
Restricted Junior Payment on a Pro Forma Basis is less than 2.50:1.00;




     (ii) the Company may make Restricted Junior Payments in cash in an aggregate
amount not to exceed the Available Basket Amount on the date of such Restricted
Junior Payment;




     (iii) the Company may make Restricted Junior Payments by the conversion of the
applicable Indebtedness to common equity of the Company or Qualified Preferred
Equity of the Company, applying the Net Cash Proceeds of the issuance of such common
equity or such Qualified Preferred Equity to the payment of such Indebtedness or
exchanging such Indebtedness solely for such common equity or such Qualified
Preferred Equity or Subordinated Indebtedness of the Company; and




     (iv) the Company may make other Restricted Junior Payments in cash in an
aggregate amount not to exceed $100,000,000 during the term of this Agreement.



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provided that, notwithstanding anything to the contrary herein, the Company may, or
may cause its Subsidiaries to, enact the Diversey Refinancing or otherwise prepay, redeem or
defease the Existing Diversey Notes.




     (n) Capital Increase. The Company and the Loan Parties shall procure that the
stated share capital of (i) any Loan Party incorporated in Germany as a limited liability
company (Gesellschaft mit beschränkter Haftung) or (ii) any general partner of a Loan Party
which is established in Germany as a limited liability partnership or a partnership (GmbH &
Co. KG / GmbH & Co. oHG) will not be increased without the prior written consent of the
Agent.


Notwithstanding anything in this Agreement to the contrary, (i) during any period of time that (A)
the Ratings Condition has been satisfied and, as of the applicable date of determination, has
remained satisfied for an uninterrupted period of at least 30 consecutive days, and (B) no
Event of Default has occurred and is continuing (the simultaneous occurrence of both of the events
described in the foregoing clauses (A) and (B) being collectively referred to as a “Covenant
Suspension Event”), the Company and the Restricted Subsidiaries will not be required comply
with the terms of Sections 5.02(c), 5.02(d), 5.02(e), 5.02(k) and
5.02(m) collectively, the “Suspension Covenants”), and (ii) during any period of
time when a Covenant Suspension Event shall have occurred and be continuing and the
Interest Coverage Ratio is greater than or equal to 2.00:1.00 (as determined on a Pro Forma Basis,
giving effect to each anticipated indebtedness incurrence event, as of the end of the fiscal
quarter immediately preceding such date), the Company and the Restricted Subsidiaries will not be
required to comply with the terms of clauses (i) through (xi) of Section
5.02(b) (but, for the avoidance of doubt, will still be required to comply with the proviso at
the end of Section 5.02(b)) of such Section 5.02(b) (the “Suspension Debt
Covenant”). In the event that the Company and the Restricted Subsidiaries are not required to
comply with the Suspension Covenants or the Suspension Debt Covenant for any period of time as a
result of the foregoing, and on any subsequent date (the “Reversion Date”) the Ratings
Condition is not satisfied (or in the case of the Suspension Debt Covenant, the Interest Coverage
Ratio shall be less than 2.00:1.00 as of such date), then the Company and the Restricted
Subsidiaries will thereafter again be required to comply with the Suspension Covenants, and the
Suspension Debt Covenant with respect to any future events or transactions. Notwithstanding that
the Suspension Covenants and the Suspension Debt Covenant may be reinstated, no Default, Event of
Default or breach of any kind shall be deemed to exist under any Loan Document with respect to the
Suspension Covenants or Suspension Debt Covenant, as the case may be, and none of the Company or
any of its Subsidiaries shall bear any liability for any actions taken or events occurring during
the Suspension Period, or any actions taken at any time pursuant to any contractual obligation
arising prior to the Reversion Date, as a result of a failure to comply with the Suspension
Covenants or the Suspension Debt Covenant during the Suspension Period (or upon termination of the
Suspension Period or after that time based solely on events that occurred during the Suspension
Period); provided, that all prepayment obligations contained herein that make reference to
any Suspension Covenant shall survive regardless of the occurrence of a Covenant Suspension Event.




          SECTION 5.03 Company Net Total Leverage Ratio. So long as any Advance or Letter of Credit shall
remain outstanding or any Lender shall have any Commitment hereunder, the Company will not permit
the Net Total Leverage Ratio for any Test Period ending



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on the last day of a fiscal quarter set forth below to be greater than the ratio set forth
opposite such Test Period below:




	 	 	 	 	 
	Fiscal Quarter Ending         	 	Net Total Leverage Ratio
	December 31, 2011
	 	 	5.50:1.00	 
	March 31, 2012
	 	 	5.50:1.00	 
	June 30, 2012
	 	 	5.75:1.00	 
	September 30, 2012
	 	 	5.50:1.00	 
	December 31, 2012
	 	 	5.25:1.00	 
	March 31, 2013
	 	 	5.00:1.00	 
	June 30, 2013
	 	 	4.75:1.00	 
	September 30, 2013
	 	 	4.75:1.00	 
	December 31, 2013
	 	 	4.50:1.00	 
	March 31, 2014
	 	 	4.50:1.00	 
	June 30, 2014
	 	 	4.25:1.00	 
	September 30, 2014
	 	 	4.25:1.00	 
	December 31, 2014
	 	 	4.00:1.00	 
	March 31, 2015
	 	 	4.00:1.00	 
	June 30, 2015
	 	 	3.75:1.00	 
	September 30, 2015
	 	 	3.75:1.00	 
	December 31, 2015
	 	 	3.50:1.00	 
	March 31, 2016
	 	 	3.50:1.00	 
	June 30, 2016
	 	 	3.25:1.00	 
	September 30, 2016 and thereafter
	 	 	3.25:1.00	 






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) Payments. Any Borrower shall (i) default in the payment when due of any
payment of principal of its Advances or Notes or (ii) default, and such default shall
continue unremedied for at least five Business Days, of any payment of interest on its
Advances or Notes, of any fees or other amounts owing by it hereunder or thereunder; or




     (b) Representations, etc. Any representation, warranty or statement made by
any Borrower herein or in any other Loan Document or in any certificate delivered pursuant
hereto or thereto shall prove to have been, when made, untrue in any material respect; or




     (c) Covenants. Any Borrower shall (i) default in the due performance or
observance by it of any term, covenant or agreement contained in Sections
5.01(a)(v)(A), 5.01(d), 5.01(i), 5.02 (other than subsections
(f) or (g) thereof) or 5.03, or (ii) default in the due performance
or observance by it of any term, covenant or agreement (other than those referred to in
Sections 6.01(a) or (b) and clause (i) of this Section
6.01(c) and other



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than Section 5.03 but including Sections 5.02(f) and (g))
contained in this Agreement and such default described in this clause (ii) shall continue
unremedied for a period of 30 days after written notice to the Company by the Agent or the
Required Lenders; or




     (d) Default Under Other Agreements. (i) The Company or any of its
Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Notes)
beyond the period of grace, if any, provided in the instrument or agreement under which such
Indebtedness was created or (y) default in the observance or performance of any agreement or
condition relating to any Indebtedness (other than the Notes) or contained in any instrument
or agreement evidencing, securing or relating thereto, or any other event shall occur or
condition exist, the effect of which default or other event or condition is to cause, or to
permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such
holder or holders) to cause (determined without regard to whether any notice is required),
any such Indebtedness to become due prior to its stated maturity, or (ii) any Indebtedness
of the Company or any of its Subsidiaries shall be declared to be due and payable, or
required to be prepaid other than by a regularly scheduled or other mandatory required
prepayment or by reason of optional prepayment or tender by the issuer at its discretion,
prior to the stated maturity thereof; provided that it shall not constitute an Event
of Default pursuant to this clause (d) unless the aggregate amount of all Indebtedness
referred to in clauses (i) and (ii) above exceeds $75,000,000 at any one time; or




     (e) Bankruptcy, etc. The Company or any of its Material Subsidiaries shall
commence a voluntary case concerning itself under Title 11 of the United States Code
entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto (the
“Bankruptcy Code”) or, in the case of a Foreign Subsidiary, any similar proceedings
in the jurisdiction or state under the laws of which such Foreign Subsidiary is organized;
or an involuntary case is commenced against the Company or any of its Material Subsidiaries,
and the petition is not dismissed within 60 days, after commencement of the case; or a
custodian (as defined in the Bankruptcy Code) is appointed for, or takes charge of, all or
substantially all of the property of the Company or any of its Material Subsidiaries, or the
Company or any of its Material Subsidiaries commences any other proceeding under any
reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency
or liquidation or similar law of any jurisdiction whether now or hereafter in effect
relating to the Company or any of its Material Subsidiaries, or there is commenced against
the Company or any of its Material Subsidiaries any such proceeding which remains
undismissed for a period of 60 days, or the Company or any of its Material Subsidiaries is
adjudicated insolvent or bankrupt; or any order of relief or other order approving any such
case or proceeding is entered; or the Company or any of its Material Subsidiaries suffers
any appointment of any custodian or the like for it or any substantial part of its property
to continue undischarged or unstayed for a period of 60 days; or the Company or any of its
Material Subsidiaries makes a general assignment for the benefit of creditors; or any
corporate action is taken by the Company or any of its Material Subsidiaries for the purpose
of effecting any of the foregoing; or any Material Subsidiary having its center of main
interests in German is unable to pay its debts when they fall due (zahlungsunfähig) or
over-indebted (überschuldet) within the meaning sect. 17 or 19 of the German Insolvency
Code, or any third party has filed for the opening of



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insolvency proceedings with respect to such Material Subsidiary unless such filing is
obviously frivolous (offensichtlich rechtsmissbräuchlich) and is dismissed by the relevant
insolvency court within 14 days, or the managing directors of such Material Subsidiary have
filed for the opening of insolvency proceedings; or any Material Subsidiary incorporated in
Australia (i) is in liquidation, in provisional liquidation, under administration or wound
up or has had a Controller (as defined in the Corporations Act) appointed to its property
and (ii) is subject to any arrangement, assignment, moratorium or composition, protected
from creditors under any statute or dissolved (in each case, other than to carry out a
reconstruction or amalgamation while solvent on terms approved by the Agent); or




     (f) ERISA. (i) any Reportable Event shall have occurred with respect to a
Plan and the sum (determined as of the date of occurrence of such Reportable Event) of the
Insufficiency of such Plan and the Insufficiency of any and all other Plans with respect to
which a Reportable Event shall have occurred and then exist (or the liability of the
Borrowers and the ERISA Affiliates related to such Reportable Event) exceeds $75,000,000;




     (ii) any Borrower or any ERISA Affiliate shall have been notified by the
sponsor of a Multiemployer Plan that it has incurred Withdrawal Liability to such
Multiemployer Plan in an amount that, when aggregated with all other amounts
required to be paid to Multiemployer Plans by the Borrowers and the ERISA Affiliates
as Withdrawal Liability (determined as of the date of such notification), exceeds
$75,000,000;




     (iii) any Borrower or any ERISA Affiliate shall have been notified by the
sponsor of a Multiemployer Plan that such Multiemployer Plan is in Reorganization,
Insolvent or has been determined to be in “endangered” or “critical” status within
the meaning of Section 432 of the Internal Revenue Code or Section 305 of ERISA, and
as a result of such Reorganization, insolvency or determination, the aggregate
annual contributions of the Borrowers and the ERISA Affiliates to all Multiemployer
Plans that are then in Reorganization, Insolvent or in endangered or critical status
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 Reorganization, insolvency or determination occurs by an amount
exceeding $75,000,000; and




     (iv) a Canadian Pension Event shall occur which results in or could reasonably
be expected to result in liability of any Borrower or Restricted Subsidiary in an
aggregate amount in excess of $75,000,000.




     (g) Judgments. One or more judgments or decrees shall be entered against the
Company or any of its Subsidiaries involving in the aggregate for the Company and its
Subsidiaries a liability (not paid or fully covered by insurance) of $75,000,000 or more,
and all such judgments or decrees shall not have been vacated, discharged or stayed or
bonded pending appeal within 30 days from the entry thereof. For the avoidance of doubt,



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a settlement related to the W.R. Grace Liabilities shall neither be considered to be a
judgment nor decree for the purposes of this Section 6.01(g); or




     (h) Guaranty. Article VII hereof, the Subsidiary Guarantees or any
material provision thereof shall cease to be in full force or effect, or the Company or any
Subsidiary Guarantor or any Person acting by or on behalf of the Company or any Subsidiary
Guarantor shall deny or disaffirm such Subsidiary Guarantor’s obligations under Article VII
hereof or the Subsidiary Guarantees, as the case may be; or




     (i) Change of Control. A Change of Control shall occur; or




     (i) any Lien purported to be created under any Collateral Document shall cease
to be a valid and perfected Lien on Collateral with aggregate fair market value of
at least $75,000,000 with the priority required by the applicable Collateral
Document, or any Lien purported to be created under any Collateral Document shall be
asserted by any Loan Party not to be a valid and perfected Lien on any Collateral
with the priority required by the applicable Collateral Document, except (i) as a
result of the release of a Loan Party or the sale or other disposition of the
applicable Collateral in a transaction permitted under the Loan Documents or (ii) as
a result of the Agent’s failure to maintain possession of any stock certificates,
promissory notes or other instruments delivered to it under the Collateral
Agreement; or




     (ii)(A) the Obligations shall fail to constitute “Senior Debt” (or the
equivalent thereof) and “Designated Senior Debt” (or the equivalent thereof) under
the documentation governing any subordinated obligations of any Loan Party, or (B)
the subordination provisions thereunder shall be invalidated or otherwise cease, or
shall be asserted in writing by any Loan Party to be invalid or to cease, to be
legal, valid and binding obligations of the parties thereto, enforceable in
accordance with their terms;


then, and in any such event, the Agent (i) shall at the request, or may with the consent, of the
Required Lenders, by notice to the Borrowers, declare the obligation of each Lender to make
Advances (other than Advances to be made by a Lender pursuant to Section 2.02(b) or by an
Issuing Bank or a Lender pursuant to Section 2.03(c)) and of the Issuing Banks to issue
Letters of Credit to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at
the request, or may with the consent, of the Required Lenders, by notice to the Borrowers, declare
the Advances, all interest thereon and all other amounts payable under this Agreement to be
forthwith due and payable, whereupon such 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; provided,
however, that in the event of an actual or deemed entry of an order for relief with respect
to any Borrower under the Federal Bankruptcy Code, (A) the obligation of each Lender to make
Advances (other than Advances to be made by a Lender pursuant to Section 2.02(b) or by an
Issuing Bank or a Lender pursuant to Section 2.03(c)) and of the Issuing Banks to issue
Letters of Credit shall automatically be terminated and (B) the Advances, all such interest and all
such




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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.



Solely for the purposes of determining whether an Event of Default has occurred under clause (d),
(e) or (g) of Section 6.01, any reference in any such clause to any Subsidiary shall be
deemed not to include any Immaterial Subsidiary affected by any event or circumstance referred to
in any such clause.




          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 Required 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 L/C 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 Required 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 Federal Bankruptcy Code, (A)
the obligation of the Borrowers to 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 L/C Cash Deposit Account, an
amount equal to the aggregate Available Amount of all Letters of Credit then outstanding 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. If at any time the Agent
reasonably determines that any funds held in the L/C 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 L/C 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 L/C 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 L/C 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 such L/C Cash Deposit Account shall be promptly returned to the Company.



ARTICLE VII




GUARANTY



          SECTION 7.01 Guaranty. The Company hereby absolutely, unconditionally and irrevocably guarantees
the punctual payment when due, whether at scheduled maturity or on any date of a required
prepayment or by acceleration, demand or otherwise, of all obligations of each other Borrower now
or hereafter existing under or in respect of (i) this Agreement or any Notes (including, without
limitation, any extensions, modifications, substitutions, amendments or



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renewals of any or all of the foregoing obligations), whether direct or indirect, absolute or
contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of
action, costs, expenses or otherwise, (ii) Cash Management Obligations and (iii) Swap Obligations
(and such obligations referred to clause (i), (ii) and (iii) being the “Guaranteed
Obligations”), and agrees to pay any and all expenses (including, without limitation, fees and
expenses of counsel) incurred by the Agent or any Lender in enforcing any rights under this
Guaranty. Without limiting the generality of the foregoing, the Company’s liability shall extend
to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other
Borrower to the Agent or any Lender under or in respect of this Agreement or any Notes but for the
fact that they are unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving such other Borrower.




          SECTION 7.02 Guaranty Absolute. The Company guarantees payment of the Guaranteed Obligations
strictly in accordance with the terms of this Agreement and any Notes, regardless of any law,
regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or
the rights of the Agent or any Lender with respect thereto. The obligations of the Company under
or in respect of this Guaranty are independent of the Guaranteed Obligations or any other
obligations of any other Borrower under or in respect of this Agreement and any Notes, and a
separate action or actions may be brought and prosecuted against the Company to enforce this
Guaranty, irrespective of whether any action is brought against any other Borrower or whether any
other Borrower is joined in any such action or actions. The liability of the Company under this
Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby
irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or
all of the following:




     (a) any lack of validity or enforceability of this Agreement, the Notes or any
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 Guaranteed Obligations or any other obligations of any other Borrower under or
in respect of this Agreement and any Notes, or any other amendment or waiver of or any
consent to departure from this Agreement or any Note, including, without limitation, any
increase in the Guaranteed Obligations resulting from the extension of additional credit to
any Borrower or any of its Subsidiaries or otherwise;




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




     (d) any manner of application of any collateral, or proceeds thereof, to all or any of
the Guaranteed Obligations, or any manner of sale or other disposition of any other
collateral for all or any of the Guaranteed Obligations or any other obligations of any
Borrower under this Agreement and any Notes or any other assets of any Borrower or any of
its Subsidiaries;




     (e) any change, restructuring or termination of the corporate structure or existence of
any Borrower or any of its Subsidiaries;



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     (f) any failure of the Agent or any Lender to disclose to the Company any
information relating to the business, condition (financial or otherwise), operations,
performance, properties or prospects of any other Borrower now or hereafter known to the
Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders
to disclose such information);




     (g) the failure of any other Person to execute or deliver this any other guaranty
or agreement or the release or reduction of liability of any other guarantor or surety with
respect to the Guaranteed Obligations; or




     (h) any other circumstance (including, without limitation, any statute of
limitations) or any existence of or reliance on any representation by the Agent or any
Lender that might otherwise constitute a defense available to, or a discharge of, any
Borrower or any other guarantor or surety.


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




          SECTION 7.03 Waivers and Acknowledgments. The Company hereby unconditionally and irrevocably
waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of
nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any
of the Guaranteed Obligations and this Guaranty and any requirement that the Agent or any Lender
protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or
take any action against any Borrower or any other Person or any collateral.



          (a) The Company hereby unconditionally and irrevocably waives any right to revoke this
Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed
Obligations, whether existing now or in the future.



          (b) The Company hereby unconditionally and irrevocably waives (i) any defense arising by
reason of any claim or defense based upon an election of remedies by the Agent or any Lender that
in any manner impairs, reduces, releases or otherwise adversely affects the subrogation,
reimbursement, exoneration, contribution or indemnification rights of the Company or other rights
of the Company to proceed against any of the other Borrower, any other guarantor or any other
Person or any collateral and (ii) any defense based on any right of set-off or counterclaim against
or in respect of the obligations of the Company hereunder.



          (c) The Company hereby unconditionally and irrevocably waives any duty on the part of the
Agent or any Lender to disclose to the Company any matter, fact or thing relating to the business,
condition (financial or otherwise), operations, performance, properties or prospects of any other
Borrower or any of its Subsidiaries now or hereafter known by the Agent or such Lender.



          (d) The Company acknowledges that it will receive substantial direct and indirect benefits
from the financing arrangements contemplated by this Agreement and any


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Notes and that the waivers
set forth in Section 7.02 and this Section 7.03 are knowingly made in contemplation
of such benefits.






          SECTION 7.04 Subrogation. The Company hereby unconditionally and irrevocably agrees until the
later of the payment in full in cash of the Guaranteed Obligations and all other amounts payable
under this Guaranty and the last-occurring Termination Date not to exercise any rights that it may
now have or hereafter acquire against any other Borrower or any other insider guarantor that arise
from the existence, payment, performance or enforcement of the Company’s obligations under or in
respect of this Guaranty, 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 any Lender against any Borrower or any other insider guarantor or any collateral,
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 any Borrower or any other
insider guarantor, 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, unless and until all of the
Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in
full in cash and the Commitments shall have expired or been terminated. If any amount shall be
paid to the Company in violation of the immediately preceding sentence at any time prior to the
later of (a) the payment in full in cash of the Guaranteed Obligations and all other amounts
payable under this Guaranty and (b) the last-occurring Termination Date, such amount shall be
received and held in trust for the benefit of the Agent and the Lenders, shall be segregated from
other property and funds of the Company and shall forthwith be paid or delivered to the Agent in
the same form as so received (with any necessary endorsement or assignment) to be credited and
applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether
matured or unmatured, in accordance with the terms of this Agreement and any Notes, or to be held
as collateral for any Guaranteed Obligations or other amounts payable under this Guaranty
thereafter arising. If (i) the Company shall make payment to the Agent or any Lender of all or any
part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts
payable under this Guaranty shall have been paid in full in cash and (iii) the last-occurring
Termination Date shall have occurred, the Agent and the Lenders will, at the Company’s request and
expense, execute and deliver to the Company appropriate documents, without recourse and without
representation or warranty, necessary to evidence the transfer by subrogation to the Company of an
interest in the Guaranteed Obligations resulting from such payment made by the Company pursuant to
this Guaranty.



          SECTION 7.05 Subordination. The Company hereby subordinates any and all debts, liabilities and
other obligations owed to the Company by each other Borrower (the “Subordinated
Obligations”) to the Guaranteed Obligations to the extent and in the manner hereinafter set
forth in this Section 7.05:




     (a) Prohibited Payments, Etc. Except during the continuance of a Default
(including the commencement and continuation of any proceeding under any Bankruptcy Law
relating to any other Borrower), the Company may receive regularly scheduled payments from
any other Borrower on account of the Subordinated Obligations. After the occurrence and
during the continuance of any Default (including the commencement and continuation of any
proceeding under any Bankruptcy Law relating to any other


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Borrower), however, unless the
Required Lenders otherwise agree, the Company shall not demand, accept or take any action to
collect any payment on account of the Subordinated Obligations.




     (b) Prior Payment of Guaranteed Obligations. In any proceeding under any
Bankruptcy Law relating to any other Borrower, the Company agrees that the Agent and the
Lenders shall be entitled to receive payment in full in cash of all Guaranteed Obligations
(including all interest and expenses accruing after the commencement of a proceeding under
any Bankruptcy Law, whether or not constituting an allowed claim in such proceeding
(“Post Petition Interest”)) before the Company receives payment of any Subordinated
Obligations.




     (c) Turn-Over. After the occurrence and during the continuance of any
Default (including the commencement and continuation of any proceeding under any Bankruptcy
Law relating to any other Borrower), the Company shall, if the Agent so requests, collect,
enforce and receive payments on account of the Subordinated Obligations as trustee for the
Agent and the Lenders and deliver such payments to the Agent on account of the Guaranteed
Obligations (including all Post Petition Interest), together with any necessary endorsements
or other instruments of transfer, but without reducing or affecting in any manner the
liability of the Company under the other provisions of this Guaranty.




     (d) Agent Authorization. After the occurrence and during the continuance
of any Default (including the commencement and continuation of any proceeding under any
Bankruptcy Law relating to any other Borrower), the Agent is authorized and empowered (but
without any obligation to so do), in its discretion, (i) in the name of the Company, to
collect and enforce, and to submit claims in respect of, Subordinated Obligations and to
apply any amounts received thereon to the Guaranteed Obligations (including any and all Post
Petition Interest), and (ii) to require the Company (A) to collect and enforce, and to
submit claims in respect of, Subordinated Obligations and (B) to pay any amounts received on
such obligations to the Agent for application to the Guaranteed Obligations (including any
and all Post Petition Interest).



          SECTION 7.06 Continuing Guaranty; Assignments. This Guaranty is a continuing guaranty and shall
(a) remain in full force and effect until the later of (i) the payment in full in cash of the
Guaranteed Obligations and all other amounts payable under this Guaranty (other than the Cash
Management Obligations and the Swap Obligations) and (ii) the last-occurring Termination Date, (b)
be binding upon the Company, its successors and assigns and (c) inure to the benefit of and be
enforceable by the Agent and the Lenders and their successors, transferees and assigns. Without
limiting the
generality of clause (c) of the immediately preceding sentence, the Agent or any Lender may
assign or otherwise transfer all or any portion of its rights and obligations under this Agreement
(including, without limitation, all or any portion of its Commitments, the Advances owing to it and
any Note or Notes held by it) to any other Person, and such other Person shall thereupon become
vested with all the benefits in respect thereof granted to the Agent or such Lender herein or
otherwise, in each case as and to the extent provided in Section 9.07. The Company shall
not have the right to assign its rights hereunder or any interest herein without the prior written
consent of the Agent and the Lenders.


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ARTICLE VIII




THE AGENT



          SECTION 8.01 Authorization and Action. (a) Each Lender (in its capacities as a Lender, Swing Line
Bank and Issuing Bank, as applicable) hereby appoints and authorizes the Agent to take such action
as agent on its behalf and to exercise such powers and discretion under this Agreement and the
other Loan Documents, including as collateral agent for such Lender and the other Secured Parties
under the Collateral Documents as are delegated to the Agent by the terms hereof and the other Loan
Documents, together with such powers and discretion as are reasonably incidental thereto. As to
any matters not expressly provided for by this Agreement (including, without limitation,
enforcement or collection of the Notes), the Agent shall not be required to exercise any discretion
or take any action, but shall be required to act or to refrain from acting (and shall be fully
protected in so acting or refraining from acting) upon the instructions of the Required Lenders,
and such instructions shall be binding upon all Lenders and all holders of Notes; provided,
however, that the Agent shall not be required to take any action that exposes the Agent to
personal liability or that is contrary to this Agreement or applicable law. The Agent agrees to
give to each Lender prompt notice of each notice given to it by the Borrowers pursuant to the terms
of this Agreement.



          (b) In furtherance of the foregoing, each Lender (in its capacities as a Lender, Swing
Line Bank and Issuing Bank, as applicable) hereby appoints and authorizes the Agent to act as the
agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on
Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such
powers and discretion as are reasonably incidental thereto (including, but not limited to,
execution, amendment, transfer, termination and renewal of Collateral Documents, and application
for registration of creation, transfer and release of Lien on any Collateral).



          (c) Each Lender (in its capacities as a Lender, Swing Line Bank and Issuing Bank, as
applicable) irrevocably authorizes each of the Agent, at its option and in its discretion, (i) to
release any Lien on any property granted to or held by the Agent under any Loan Document (A) upon
termination of the Commitments and payment in full of all Obligations (other than contingent
indemnification obligations) and the expiration, termination or Cash Collateralization of all
Letters of Credit, (B) that is sold or to be sold as part of or in connection with any sale
permitted hereunder or under any other Loan Document, or (C) if approved, authorized or ratified in
writing in accordance with Section 9.01 hereof, (ii) to release any
Guarantor from its obligations under the Loan Documents if such person ceases to be a
Subsidiary as a result of a transaction permitted hereunder; and (iii) to subordinate any Lien on
any property granted to or held by the Agent under any Loan Document to the holder of any Lien on
such property that is permitted by Section 5.02(a)(ii). Upon request by the Agent at any
time, the Required Lenders will confirm in writing the Agent’s authority to release its interest in
particular types or items of property, or to release any Guarantor from its obligations under the
Loan Documents.



          SECTION 8.02 Agent’s Reliance, Etc.Neither the Agent nor any of its directors, officers, agents or
employees shall be liable for any action taken or omitted to be taken by it or them under or in
connection with this Agreement, except for its or their own gross


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negligence or willful misconduct.
Without limitation of the generality of the foregoing, the Agent: (i) may treat the Lender that
made any Advance as the holder of the Debt resulting therefrom until the Agent receives and accepts
an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as
assignee, as provided in Section 9.07; (ii) may consult with legal counsel (including counsel for
the Company), independent public accountants and other experts selected by it and shall not be
liable for any action reasonably taken or omitted to be taken in good faith by it in accordance
with the reasonable advice of such counsel, accountants or experts; (iii) makes no warranty or
representation to any Lender and shall not be responsible to any Lender for any statements,
warranties or representations (whether written or oral) made in or in connection with this
Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance,
observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the
part of any Borrower or the existence at any time of any Default or to inspect the property
(including the books and records) of any Borrower; (v) shall not be responsible to any Lender for
the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the
perfection or priority of any lien or security interest created or purported to be created under or
in connection with, this Agreement or any other instrument or document furnished pursuant hereto;
and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice,
consent, certificate or other instrument or writing (which may be by telecopier or telegram)
believed by it to be genuine and signed or sent by the proper party or parties.



          SECTION 8.03 CBNA and Affiliates. With respect to its Commitments, the Advances made by it and the
Note issued to it, CBNA shall have the same rights and powers under this Agreement 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, include CBNA in its individual capacity.
CBNA and its Affiliates may accept deposits from, lend money to, act as trustee under indentures
of, accept investment banking engagements from and generally engage in any kind of business with,
the Company, any of its Subsidiaries and any Person who may do business with or own securities of
the Company or any such Subsidiary, all as if CBNA were not the Agent and without any duty to
account therefor to the Lenders. The Agent shall have no duty to disclose any information obtained
or received by it or any of its Affiliates relating to the Company or any of its Subsidiaries to
the extent such information was obtained or received in any capacity other than as Agent.



          SECTION 8.04 Lender Credit Decision. Each Lender acknowledges that it has, independently and
without reliance upon the Agent or any other Lender and based on the financial statements referred
to in Section 4.01 and such other documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the Agent or any other Lender
and based on such documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under this Agreement.



          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 (determined at
the time indemnification is sought hereunder) of any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or


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disbursements of any kind or
nature whatsoever that may be imposed on, incurred by, or asserted against the Agent in any way
relating to or arising out of this Agreement or any action taken or omitted by the Agent under this
Agreement (collectively, the “Indemnified Costs”), provided that no Lender shall be
liable for any portion of the Indemnified Costs resulting from the Agent’s gross negligence, bad
faith or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse
the Agent promptly upon demand for its Ratable Share (determined at the time indemnification is
sought hereunder) 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. 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 the Agent, any Lender or a third party.



          (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 (determined at the
time indemnification is sought hereunder) 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 any
way relating to or arising out of this Agreement or any action taken or omitted by such Issuing
Bank 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, bad faith or willful misconduct. Without limitation of the foregoing, each Lender
agrees to reimburse any such Issuing Bank promptly upon demand for its Ratable Share (determined at
the time indemnification is sought hereunder) 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. In the case of any investigation, litigation or proceeding to which this Section
8.05(b) applies, such indemnity shall be effective whether any such investigation, litigation
or proceeding is brought by an Issuing Bank, any Lender or a third party.



          (c) The failure of any Lender to reimburse the Agent or any Issuing Bank promptly upon
demand for its Ratable Share of any amount required to be paid by the Lenders to the Agent as
provided herein shall not relieve any other Lender of its obligation hereunder to reimburse the
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 the 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 Agent 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 subsequently reimbursed by the Company or any Borrower.



          SECTION 8.06 Appointment as Agent and Administrator in Relation to German Collateral. (a) In relation
to the German Collateral, the Agent shall:


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     (i) hold, administer and (subject to the same having become enforceable and
to the terms of this Agreement) realise any such German Collateral which is
Collateral transferred or assigned (Sicherungseigentum/Sicherungsabtretung) or
otherwise granted under a non-accessory security right (nicht akzessorische
Sicherheit) to it in its own name as trustee (treuhänderisch) for the benefit of the
Secured Parties; and




     (ii) administer and (subject to the same having become enforceable and to
the terms of this Agreement) realise in the name of and on behalf of the Secured
Parties any German Collateral which is pledged (Verpfändung) or otherwise
transferred to any Secured Party under an accessory security right (akzessorische
Sicherheit) in the name and on behalf of the Secured Parties.



          (b) Each Secured Party (other than the Agent) hereby authorises the Agent to accept as its
representative (Stellvertreter) any pledge or other creation of any accessory security right made
to such Secured Party in relation to the Loan Documents and to act and execute on its behalf as its
representative (Stellvertreter), subject to the terms of the Loan Documents, amendments or releases
of, accessions and alterations to, and to carry out similar dealings with regard to any German
Collateral Document which creates a pledge or any other accessory security right (akzessorische
Sicherheit).



          (c) Each Secured Party which becomes a party to any Loan Document ratifies and approves
all acts and declarations previously done by the Agent on such Secured Party’s behalf (including
for the avoidance of doubt the declarations made by the Agent as representative without power of
attorney (Vertreter ohne Vertretungsmacht)) in relation to the creation of any pledge (Pfandrecht)
on behalf and for the benefit of any Secured Party in respect of the German Collateral Documents.



          (d) Each relevant Loan Party and the Company and each relevant Secured Party agrees that
the German Collateral Documents shall be subject to the terms of this Agreement.



          (e) The Agent shall and is hereby authorised by each of the Secured Parties (and to the
extent it may have any interest therein, every other party hereto) to execute on behalf of itself
and each other party hereto where relevant without the need for any further referral to, or
authority from, any other person all necessary releases or confirmations of any security created
under the German Collateral Documents in relation to the disposal of any asset which is permitted
under the German Collateral Documents or consented or agreed upon in accordance with the Loan
Documents.



          (f) Each Secured Party hereby irrevocably authorises the Agent to act on its behalf and if
required under applicable law, or if otherwise appropriate, in its name and on its behalf in
connection with the preparation, execution and delivery of the German Collateral Documents and the
perfection and monitoring of the German Collateral, including but not limited to, any share pledge,
mortgage, assignment or transfer of title for security purposes. The Agent is authorised to make
all statements necessary or appropriate in connection with the foregoing sentence.


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          (g) Each of the Loan Parties and the Secured Parties hereby relieves the Agent from the
restrictions pursuant to section 181 of the German Civil Code (Bürgerliches Gesetzbuch BGB) or any
comparable provision under any other jurisdiction restricting self-dealing and/or representing
several parties at the same time in order to enable the Agent to perform its duties and obligations
as Agent hereunder.



          (h) It is hereby agreed that, in relation to any jurisdiction the courts of which would
not recognise or give effect to the trust expressed to be created by this Section 8.06
(Appointment as Agent and administrator in relation to German Collateral), the relationship of the
Secured Parties to the Agent in relation to any German Collateral shall be construed as one of
principal and agent but, to the extent permissible under the laws of such jurisdiction, all the
other provisions of this by this Section 8.06 (Appointment as Agent and administrator in
relation to German Security Collateral) shall have full force and effect between the Parties.



          SECTION 8.07 Successor Agent. The Agent may resign at any time by giving written notice thereof to
the Lenders and the Company. Upon any such resignation or removal, the Required Lenders shall have
the right to appoint a successor Agent, provided that such successor shall, be (x) a U.S. Person, a
branch of a Non-U.S. bank treated as a U.S. Person in accordance with Treasury Regulation section
1.1441-1(b)(2)(iv) (or, in each case, an Affiliate thereof which is a U.S. Person) and (y) treated
as a financial institution pursuant to Treasury Regulation section 1.1441-1(b)(2). If no successor
Agent shall have been so appointed by the Required Lenders, and shall have accepted such
appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the
Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the
Lenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of
the United States of America or of any State thereof and having a
combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment
as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become
vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and
the retiring Agent shall be discharged from its duties and obligations under this Agreement. After
any retiring Agent’s resignation or removal hereunder as Agent, the provisions of this Article
VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it
was Agent under this Agreement.



          Anything herein to the contrary notwithstanding, if at any time the Required Lenders determine
that the Person serving as Agent is (without taking into account any provision in the definition of
“Defaulting Lender” requiring notice from the Agent or any other party) a Defaulting Lender, the
Required Lenders (determined after giving effect to Section 9.01) may by notice to the
Company and such Person remove such Person as Agent and appoint a replacement Agent hereunder with
the consent of the Company (such consent not to be unreasonably withheld), provided that
(i) such removal shall, to the fullest extent permitted by applicable law, in any event become
effective if no such replacement Agent is appointed hereunder within 30 days after the giving of
such notice and (ii) no such consent of the Company shall be required if an Event of Default has
occurred and is continuing at the time of such appointment.



          SECTION 8.08 Other Agents. Each Lender hereby acknowledges that neither the syndication agent, the
documentation agents nor any other Lender designated as any “Agent” on the signature pages hereof
has any liability hereunder other than in its capacity as a Lender.


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          SECTION 8.09 Delegation of Duties. The Agent may perform any and all of its duties and exercise
its rights and powers hereunder or under any other Loan Document by or through any one or more
co-agents or sub-agents appointed by the Agent. The Agent and any such co-agent or 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 co-agent and sub-agent and the Related Parties of the Agent and each
such co-agent and sub-agent shall be entitled to the benefits of all provisions of this Article
VIII and Article IX (as though such co-agents and sub-agents were the “Agent” under the Loan
Documents) as if set forth in full herein with respect thereto.



          SECTION 8.10 Appointment for the Province of Québec. Without prejudice to Section 8.01 above,
each of the Secured Parties hereby appoints the Agent as the person holding the power of attorney
(fondé pouvoir) of the Secured Parties as contemplated under Article 2692 of the Civil Code of
Québec, to enter into, to take and to hold on their behalf, and for their benefit, any deed of
hypothec (“Deed of Hypothec”) to be executed by any Borrower or Restricted Subsidiary
granting a hypothec pursuant to the laws of the Province of Québec (Canada) and to exercise such
powers and duties which are conferred thereupon under such deed. Each of the Secured Parties
hereby additionally appoints the Agent as agent, mandatary, custodian and depositary for and on
behalf of the Secured Parties (a) to hold
and to be the sole registered holder of any bond (“Bond”) issued under the Deed of
Hypothec, the whole notwithstanding Section 32 of the Act respecting the Special Powers of Legal
Persons (Québec) or any other applicable law, and (b) to enter into, to take and to hold on their
behalf, and for their benefit, a bond pledge agreement (“Pledge”) to be executed by such
Borrower or Restricted Subsidiary pursuant to the laws of the Province of Québec and creating a
pledge of the Bond as security for the payment and performance of, inter alia, the Secured
Obligations. In this respect, (a) the Agent as agent, mandatary, custodian and depositary for and
on behalf of the Secured Parties, shall keep a record indicating the names and addresses of, and
the pro rata portion of the obligations and indebtedness secured by the Pledge, owing to each of
the Secured Parties for and on behalf of whom the Bond is so held from time to time, and (b)each of
the Secured Parties will be entitled to the benefits of any property or assets charged under the
Deed of Hypothec and the Pledge and will participate in the proceeds of realization of any such
property or assets. The Agent, in such aforesaid capacities shall (i)have the sole and exclusive
right and authority to exercise, except as may be otherwise specifically restricted by the terms
hereof, all rights and remedies given to the Agent with respect to the property or assets charged
under the Deed of Hypothec and Pledge, any other applicable law or otherwise, and(ii) benefit from
and be subject to all provisions hereof with respect to the Agent mutatis mutandis, including,
without limitation, all such provisions with respect to the liability or responsibility to and
indemnification by the Secured Parties, the Borrowers or the Restricted Subsidiaries. The
execution prior to the date hereof by the Agent of any Deed of Hypothec, Pledge or other security
documents made pursuant to the laws of the Province of Québec (Canada) is hereby ratified and
confirmed. The constitution of the Agent as the person holding the power of attorney (fondé de
pouvoir), and of the Agent, as agent, mandatary, custodian and depositary with respect to any Bond
that may be issued and pledged from time to time to the Agent for the benefit of the Secured
Parties, shall be deemed to have been ratified and confirmed by each Person accepting an assignment
of, a participation in or an arrangement in respect of, all or any potion of any of the Secured
Parties’ rights and obligations under this Agreement by the execution of an assignment, including
an Assignment and Acceptance Agreement or other agreement pursuant to which it becomes such


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assignee or participant, and by each successor Agent by the execution of an assignment agreement or
other agreement, or by the compliance with other formalities, as the case may be, pursuant to which
it becomes a successor Agent hereunder.



ARTICLE IX




MISCELLANEOUS



          SECTION 9.01 Amendments, Etc.No amendment or waiver of any provision of this Agreement or any other
Loan Document, nor consent to any departure by any Loan Party therefrom, shall in any event be
effective unless the same shall be in writing and signed by the Required Lenders, and then such
waiver or consent shall be effective only in the specific instance and for the specific purpose for
which given; provided, however, that no amendment, waiver or consent shall, unless
in writing and signed by (or consented to by) each Lender affected thereby, do any of the
following:




     (a) waive any of the conditions specified in Section 3.01;




     (b) increase the Revolving Credit Commitments of such Lender other than as provided
in Section 2.19;




     (c) reduce the principal of, or rate of interest on, the Revolving Credit Advances,
the Term Advances, the Letters of Credit, the Swing Line Advances or any fees or other
amounts payable hereunder;




     (d) postpone any date fixed for any payment of principal of, or interest on, the
Revolving Credit Advances or Swing Line Advances or any fees or other amounts payable
hereunder other than as provided in Section 2.20;




     (e) change the percentage of the Commitments or of the aggregate unpaid principal
amount of the Revolving Credit Advances, or the number of Lenders, that shall be required
for the Lenders or any of them to take any action hereunder;




     (f) Reserved;




     (g) other than pursuant to the terms of the Subsidiary Guarantees, release the
Subsidiary Guarantors (or otherwise limit such Subsidiary Guarantors’ liability with respect
to the obligations owing to the Agent and the Lenders under the Subsidiary Guaranties) if
such release or limitation is in respect of substantially all of the value of the Subsidiary
Guaranties to the Agent and the Lenders;




     (h) release all or substantially all of the Collateral in any transaction or series
of related transactions;




     (i) release the Company (or otherwise limit the Company’s liability with respect to
the obligations of the Subsidiary Borrowers) from its guaranty set forth in Article
VII hereof; or


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     (j) amend this Section 9.01 or the definition of “Required Lenders”;


and provided further that (w) 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, (x) no amendment, waiver
or consent shall, unless in writing and signed by the Swing Line Bank in addition to the Lenders
required above to take such action, adversely affect the rights or obligations of the Swing Line
Bank in its capacities as such under this Agreement and (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) the consent of Lenders having at least a majority (based on the
Equivalent in Dollars at such time) in interest of a Facility shall be required with respect to any
amendment or waiver that by its terms adversely affects the rights of Lenders under such Facility
in respect of payments hereunder in a manner different than such amendment or waiver affects other
Facilities. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any
right to approve or disapprove any amendment, waiver or consent hereunder, except that (x) the
Commitment of any Defaulting Lender may not be increased or extended without the consent of such
Lender and (y) any waiver, amendment or modification
requiring the consent of all Lenders or each affected Lender that by its terms affects any
Defaulting Lender more adversely than other affected Lenders shall require the consent of such
Defaulting Lender.




          Notwithstanding the foregoing, in addition to any credit extensions and related incremental
amendment agreements effectuated without the consent of Lenders in accordance with Section
2.04(b), this Agreement may be amended (or amended and restated) with the written consent of
the Required Lenders, the Agent and the Company (a) to add one or more additional credit facilities
to this Agreement and to permit the extensions of credit from time to time outstanding thereunder
and the accrued interest and fees in respect thereof to share ratably in the benefits of this
Agreement and the other Loan Documents with the Advances hereunder and the accrued interest and
fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities
in any determination of the Required Lenders and other definitions related to such new loans.



          In addition, notwithstanding the foregoing, this Agreement may be amended with the written
consent of the Agent, the Company and the Lenders providing the relevant Replacement Term Loans (as
defined below) to permit the refinancing, replacement or modification of all outstanding Term A
Advances, all outstanding CDN Term A Advances, all outstanding JPY Term A Advances, all outstanding
Euro Term A Advances, all outstanding Term B Advances or all outstanding Euro Term B Advances
(“Replaced Term Loans”) with a replacement term loan tranche hereunder (“Replacement
Term Loans”), provided that (a) the aggregate principal amount of such Replacement Term
Loans shall not exceed the aggregate principal amount of such Replaced Term Loans, (b) the
Applicable Margin for such Replacement Term Loans shall not be higher than the Applicable Margin
for such Replaced Term Loans, (c) the weighted average life to maturity of such Replacement Term
Loans shall not be shorter than the weighted average life to maturity of such Replaced Term Loans
at the time of such refinancing, and (d) all other terms applicable to such Replacement Term Loans
shall be substantially identical to, or no less favorable to the Lenders providing such Replacement
Term


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Loans taken as a whole than, those applicable to such Replaced Term Loans, except to the
extent necessary to provide for covenants and other terms applicable to any period after the latest
final maturity of the Term Advances as applicable in effect immediately prior to such refinancing.



          Furthermore, and notwithstanding anything else to the contrary contained in this Section
9.01, (i) if the Agent and the Company shall have jointly identified an obvious error or any
error or omission of a technical nature, in each case, in any provision of this Agreement or any
other Loan Document, then the Agent and the Company shall be permitted to amend such provision and
(ii) the Agent and the Company shall be permitted to amend any provision of any Collateral Document
to better implement the intentions of this Agreement and the other Loan Documents, and in each
case, such amendments shall become effective without any further action or consent of any other
party to any Loan Document if the same is not objected to in writing by the Required Lenders within
five Business Days following receipt of notice thereof.



          SECTION 9.02 Notices, Etc. (a) All notices and other communications provided for hereunder shall be
either (x) in writing (including telecopier communication) and mailed, telecopied or delivered or
(y) as
and to the extent set forth in Section 9.02(b) and in the proviso to this Section
9.02(a), if to any Borrower, at the Company’s address at 200 Riverfront Blvd., 3rd
Floor, Elmwood Park, New Jersey 07407, Attention: Treasurer, with a copy to Attention: General
Counsel; if to any Initial Lender, at its Domestic Lending Office specified opposite its name on
Schedule I hereto; if to any other Lender, at its Domestic Lending Office specified in the
Assignment and Acceptance pursuant to which it became a Lender; if to the Agent, at its address at
1615 Brett Road, Building #3, New Castle, Delaware 19720, Attention: Bank Loan Syndications; or if
to the Agent’s Australian Affiliate, at its address at Citisecurities Limited, Level 24, Citigroup
Centre, 2 Park Street, Sydney NSW 2000, Attention: Maria Mills/Craig Guyan, Fax: 61-2 8225-5244,
Email: maria.mills@citi.com, craig.guyan@citi.com, with a copy to: Citicorp International Limited,
9/F., Two Harbourfront, 22 Tak Fung Street, Hunghom, Kowloon, Hong Kong, Attention: Regional Loans
Agency, Fax: 852-2621-3183/852-2621-3184 or, as to the Company or the Agent, at such other address
as shall be designated by such party in a written notice to the other parties and, as to each other
party, at such other address as shall be designated by such party in a written notice to the
Company and the Agent, provided that materials required to be delivered pursuant to
Section 5.01(a)(i), (ii) or (v) shall be delivered to the Agent as
specified in Section 9.02(b) or as otherwise specified to the Company by the Agent. All
such notices and communications shall, when mailed, telecopied or e-mailed, be effective when
deposited in the mails, telecopied or confirmed by e-mail, respectively, except that notices and
communications to the Agent pursuant to Article II, III or VIII shall not
be effective until received by the Agent during its normal business hours. Delivery by telecopier
of an executed counterpart of any amendment or waiver of any provision of this Agreement or the
Notes or of any Exhibit hereto to be executed and delivered hereunder shall be effective as
delivery of a manually executed counterpart thereof.



          (b) So long as CBNA or any of its Affiliates is the Agent, materials required to be
delivered pursuant to Section 5.01(a)(i), (ii) and (v) shall be delivered to the Agent in
an electronic medium in a format acceptable to the Agent and the Lenders by e-mail at
oploanswebadmin@citigroup.com. The Company agrees that the Agent may make such materials, as well
as any other written information, documents, instruments and other material relating to the
Company, any of its Subsidiaries or any other materials or matters relating to this


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Agreement, the
Notes or any of the transactions contemplated hereby (collectively, the “Communications”)
available to the Lenders by posting such notices on Intralinks or a substantially similar
electronic system (the “Platform”). The Company acknowledges that (i) the distribution of
material through an electronic medium is not necessarily secure and that there are confidentiality
and other risks associated with such distribution, (ii) the Platform is provided “as is” and “as
available” and (iii) neither the Agent nor any of its Affiliates warrants the accuracy, adequacy or
completeness of the Communications or the Platform and each expressly disclaims liability for
errors or omissions in the Communications or the Platform. 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 the Agent or any of its Affiliates in connection with the Platform.



          (c) Each Lender agrees that notice to it (as provided in the next sentence) (a
“Notice”) specifying that any Communications have been posted to the Platform shall
constitute effective delivery of such information, documents or other materials to such Lender for
purposes
of this Agreement; provided that if requested by any Lender the Agent shall deliver a
copy of the Communications to such Lender by email or telecopier. Each Lender agrees (i) to notify
the Agent in writing of such Lender’s e-mail address to which a Notice may be sent by electronic
transmission (including by electronic communication) on or before the date such Lender becomes a
party to this Agreement (and from time to time thereafter to ensure that the Agent has on record an
effective e-mail address for such Lender) and (ii) that any Notice may be sent to such e-mail
address.



          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 and
documented out-of-pocket costs and expenses of the Agent in connection with the preparation,
execution, delivery, administration, modification and amendment of this Agreement and the other
documents to be delivered hereunder, including, without limitation, (i) the syndication of the
Revolving Facility provided for herein, the preparation, negotiation, execution, delivery,
interpretation and administration of this Agreement and the other Loan Documents or any amendments,
modifications or waivers of the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated), (ii) the creation, perfection or protection
of the Liens under any Loan Document and (iii) the reasonable and documented out-of-pocket legal
expenses of one firm of one counsel to the Agent and the Lenders and, if necessary, one local legal
counsel in each relevant jurisdiction (and, to the extent required by the subject matter, one
specialist counsel for each such specialized area of law in each appropriate jurisdiction). The
Company further agrees to pay on demand all costs and expenses of the Agent and the Lenders, if any
(including the reasonable and documented out-of pocket legal fees of one firm of counsel to the
Agent, the Issuing Banks and the Lenders and, if necessary, one local legal counsel in each
relevant jurisdiction (and, to the extent required by the subject matter, one specialist counsel
for each


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such specialized area of law in each appropriate jurisdiction), in connection with the
enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement 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 Affiliates and their officers, directors, employees, agents and advisors (each, an
“Indemnified Party”) from and against any and all claims, liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses (including the reasonable and
documented out-of-pocket legal expenses of one firm of counsel and one local legal counsel in each
relevant jurisdiction and, to the extent required by the subject matter, one specialist counsel for
each such specialized area of law in each appropriate jurisdiction and, upon notice
from an Indemnified Party of a conflict of interest (as determined in the sole discretion of
such Indemnified Party), one counsel for each such affected Indemnified Party) or disbursements
incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in
connection with or by reason of (including, without limitation, in connection with any
investigation, litigation or proceeding or preparation of a defense in connection therewith) this
Agreement, any of the transactions contemplated herein or the actual or proposed use of the
proceeds of the Advances, (i) except to the extent such claim, damage, loss, liability or expense
is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted
from such Indemnified Party’s gross negligence, bad faith or willful misconduct, (ii) which
resulted from a material breach of any Loan Documents by such Indemnified Party as determined in a
final, non-appealable judgment by a court of competent jurisdiction or (iii) any dispute solely
among the indemnified persons and not arising out of any act or omission of the US Borrower, or any
of their affiliates (except when one of the parties to such action was acting in its capacity as an
agent, an arranger a bookrunner or another agency capacity); provided that the Company
shall not be liable for any indirect, special, punitive or consequential damages (other than in
respect of any such damages required to be indemnified pursuant to this Section 9.04
including, without limitation, as to any claims by Persons not party to the Loan Documents, or
claims brought in violation of this paragraph. In the case of an investigation, litigation or
other proceeding to which the indemnity in this Section 9.04(b) applies, such indemnity
shall be effective whether or not such investigation, litigation or proceeding is brought by a
Borrower, its directors, equity holders or creditors or an Indemnified Party or any other Person,
whether or not any Indemnified Party is otherwise a party thereto and whether or not the
transactions contemplated hereby are consummated. Each Borrower also agrees not to assert any
claim for special, indirect, consequential or punitive damages against the Agent, any Lender, any
of their Affiliates, or any of their respective directors, officers, employees, attorneys and
agents, on any theory of liability, arising out of or otherwise relating to this Agreement, any of
the transactions contemplated herein or the actual or proposed use of the proceeds of the Advances.



          (c) If any payment of principal of, or Conversion of, any Eurocurrency Rate Advance is
made by any Borrower to or for the account of a Lender (i) other than on the last day of the
Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section
2.09, 2.10, 2.11 or 2.13, acceleration of the maturity of the Advances
or Notes pursuant to Section 6.01 or for any other reason, or (ii) as a result of a payment
or Conversion pursuant to Section 2.09, 2.10, 2.13 or 2.20 such
Borrower shall, upon demand by such Lender (with a copy


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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 (excluding 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. If the amount of the Committed Currency
purchased by any Lender in the case of a Conversion or exchange of Advances in the case of
Section 2.09 or 2.13 exceeds the sum required to satisfy such Lender’s liability in
respect of such Advances, such Lender agrees to remit to the Company such excess. A certificate as
to such amounts submitted to the Company and the Agent by such Lender pursuant to this Section
9.04(c) (which certificate shall, if the Company so requests, include reasonably detailed
calculations) shall be conclusive and binding for all purposes, absent manifest error.



          (d) Without prejudice to the survival of any other agreement of the Borrowers hereunder,
the agreements and obligations of the Borrowers contained in Sections 2.12,
2.14(e), 2.15, 9.04 and 9.12(c) shall survive the payment in full
of principal, interest and all other amounts payable hereunder and under the Notes.



          SECTION 9.05 Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of
Default and (ii) the making of the request or the granting of the consent specified by Section
6.01 to authorize the Agent to declare the Notes due and payable pursuant to the provisions of
Section 6.01, each Lender and each of its Affiliates is hereby authorized at any time and
from time to time, to the fullest extent permitted by law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time held and other
indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account
of any Borrower against any and all of the obligations of such Borrower now or hereafter existing
under this Agreement and the Note held by such Lender, whether or not such Lender shall have made
any demand under this Agreement or such Note and although such obligations may be unmatured. Each
Lender agrees promptly to notify the applicable Borrower after any such set-off and application,
provided that the failure to give such notice shall not affect the validity of such set-off
and application. The rights of each Lender and its Affiliates under this Section are in addition
to other rights and remedies (including, without limitation, other rights of set-off) that such
Lender and its Affiliates may have.



          SECTION 9.06 Binding Effect. This Agreement shall become effective (other than Sections
2.01 and 2.03, which shall only become effective upon satisfaction of the conditions
precedent set forth in Section 3.01) when it shall have been executed by the Company and
the Agent and when the Agent shall have been notified by each Initial Lender that such Initial
Lender has executed it and thereafter shall be binding upon and inure to the benefit of each
Borrower, the Agent and each Lender and their respective successors and assigns, except that no
Borrower shall have the right to assign its rights hereunder or any interest herein without the
prior written consent of the Lenders.


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          SECTION 9.07 Assignments and Participations. Any Lender may at any time 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 Commitments and the Advances at the time owing to it); provided that any
such assignment shall be subject to the following conditions:




     (a) Minimum Amounts.




     (i) in the case of an assignment of the entire remaining amount of the
assigning Lender’s Commitments and/or the Advances at the time owing to it or in the
case of an assignment to a Lender or an Affiliate of a Lender, no minimum amount
need be assigned; and




     (ii) in any case not described in paragraph (a)(i) of this Section, 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 Acceptance with
respect to such assignment is delivered to the Agent or, if “Trade Date” is
specified in the Assignment and Acceptance Agreement, as of the Trade Date) shall
not be less than $5,000,000 in respect of the Revolving Credit Facilities or
$2,000,000 in respect of the Term Facilities, unless each of the Agent and, so long
as no Event of Default or a Prepayment Event has occurred and is continuing, the
Company otherwise consents (each such consent not to be unreasonably withheld or
delayed).




     (b) 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 Commitments assigned.




     (c) Required Consents. No consent shall be required for any assignment
except to the extent required by paragraph (a)(ii) of this Section and, in addition:




     (i) the consent of the Company (such consent not to be unreasonably
withheld, conditioned or delayed) shall be required unless (x) an Event of Default
under Section 6.01(a) or (e) has occurred and is continuing at the time of such
assignment, or (y) such assignment is to a Lender, an Approved Fund, an Affiliate of
a Lender or to any Federal Reserve Bank as collateral security pursuant to
Regulation A of the F.R.S. Board and any Operating Circular issued by such Federal
Reserve Bank; provided that in the case of an assignment of any Term
Advance, the Company shall be deemed to have consented to any such assignment unless
it shall object thereto by written notice to the Agent within 5 Business Days after
having received notice thereof and provided, further, that the
Borrower’s consent shall not be required for assignments during the primary
syndication of the Commitments hereunder which are made within 90 days of the
Closing Date to financial institutions identified to the Company by the Agent on a
list provided prior to the date hereof and pursuant to the Commitment Letter;


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     (ii) the consent of the Agent (such consent not to be unreasonably withheld
or delayed) shall be required for assignments in respect of the Commitments if such
assignment is to a Person that is not a Lender, an Affiliate of a Lender or an
Approved Fund, unless such assignment is to any Federal Reserve Bank as collateral
security pursuant to Regulation A of the F.R.S. Board and any Operating Circular
issued by such Federal Reserve Bank; and




     (iii) the consent of each Issuing Bank and the Swing Line Bank shall be
required for any assignment in respect of Revolving Credit Commitments unless such
assignment is to any Federal Reserve Bank as collateral security pursuant to
Regulation A of the F.R.S. Board and any Operating Circular issued by such Federal
Reserve Bank.




     (d) Register. The Agent shall maintain at its address referred to in
Section 9.02 a copy of each Assignment and Acceptance delivered to and accepted by
it (and will record such information in the Register) and a register for the recordation of
the names and addresses of the Lenders and the Commitment of, and principal amount of the
Advances owing to, each Lender from time to time (the “Register”). The entries in
the Register shall be conclusive and binding for all purposes, absent manifest error, and
the Borrowers, the Agent and the Lenders may treat each Person whose name is recorded in the
Register as a Lender hereunder for all purposes of this Agreement. The Register shall be
available for inspection by the Borrowers or any Lender at any reasonable time and from time
to time upon reasonable prior notice.




     (e) Assignment and Acceptance. The parties to each assignment shall
execute and deliver to the Agent an Assignment and Acceptance, for its acceptance and
recording in the Register, 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; provided, further, no
processing and recordation fee shall be required upon any assignment to any Federal Reserve
Bank as collateral security pursuant to Regulation A of the F.R.S. Board and any Operating
Circular issued by such Federal Reserve Bank. The assignee, if it is not already a Lender,
shall deliver to the Agent an Administrative Questionnaire.




     (f) No Assignment to Certain Persons. No such assignment shall be made to
(A) the Company or any of the Company’s Affiliates or Subsidiaries except as provided in
Section 2.11(c), (B) to any Defaulting Lender or any of their respective
Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of
the foregoing Persons described in this clause (f) or (C) to any Offshore Associate of any
Australian Borrower.




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




     (h) Certain Pledges. Notwithstanding anything to the contrary contained
herein, 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


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any pledge or assignment to secure obligations to a Federal Reserve Bank; provided
that no such pledge or assignment shall release such Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.




     (i) 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 Ratable 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, the Swing Line Bank and each
other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as
appropriate) its full Ratable Share of all Advances and participations in Letters of Credit
and Swing Line Advances. 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.



          Subject to acceptance and recording thereof by the Agent pursuant to paragraph (c)(ii) of this
Section, from and after the effective date specified in each Lender Assignment and Acceptance, the
assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned
by such Assignment and Acceptance, 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 Acceptance, be released from its obligations under this Agreement (and, in the
case of an Assignment and Acceptance 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 2.12, 2.15, 2.16, 8.05,
9.04, 9.05 and 9.08 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
paragraph (c)(iii) of this Section.




     (j) Any Lender may at any time sell to one or more commercial banks or other
financial institutions (each of such commercial banks and other financial institutions being
herein called a “Participant”) participating interests in any of its Advances, its
Commitment, or other interests of such Lender hereunder, including participations pursuant
to the Intercreditor Agreement; provided that:


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     (i) no participation contemplated in this Section 9.07(j) shall
relieve such Lender from its Commitment(s) or its other obligations hereunder;




     (ii) such Lender shall remain solely responsible for the performance of its
Commitment(s) and such other obligations;




     (iii) the Company and the Agent shall continue to deal solely and directly
with such Lender in connection with such Lender’s rights and obligations under this
Agreement and each of the other Loan Documents;




     (iv) no Participant, unless such Participant is an Affiliate of such
Lender, shall be entitled to require such Lender to take or refrain from taking any
action hereunder or under any other Loan Document, except that such Lender
may agree with any Participant that such Lender will not, without such
Participant’s consent, take any actions of the type described in clause (a)
or (c) of Section 9.01;




     (v) no Borrower shall be required to pay any amount under Sections
2.12 and 2.15 that is greater than the amount which it would have been
required to pay had no participating interest been sold and no Borrower shall be
required to pay any amount under Section 2.15 unless such
Participant has complied with Section 2.15(e) and (f) as if it were
a Lender; and




     (vi) each Lender that sells a participation under this Section
9.07(j) shall, acting solely for this purpose as a non-fiduciary agent of the
Company, maintain a register on which it enters the name and address of each
Participant and the principal amounts (and stated interest on) each of the
Participant’s interest in the Lender’s Advances, Commitments or other interests
hereunder (the “Participant Register”). The entries in the Participant
Register shall be conclusive absent manifest error, and such Lender may treat each
person whose name is recorded in the Participant Register as the owner of such
participation for all purposes hereunder. No Lender shall have any obligation to
disclose all or any portion of the Participant Register to any Person except to the
extent that such disclosure is necessary to establish that such Advance, Commitment,
or other interest is in registered form under Section 5f.103-1(c) of the United
States Treasury Regulations.


The Company acknowledges and agrees that each Participant, for purposes of Sections 2.12
and 2.15 only, shall be considered a Lender.





     (k) Each Loan Party incorporated under the laws of Luxembourg expressly accepts and
confirms for the purposes of article 1281 and article 1278 of the Luxembourg civil code
that, notwithstanding any assignment and/or transfer made pursuant to this Agreement, any
guarantee given by it and any security interest created under the Loan Documents to which it
is a party, shall be preserved for the benefit of any new Lender or Participant.


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          SECTION 9.08 Confidentiality. Each of the Agent and the Lender Parties agree to maintain the
confidentiality of the Information (as defined below), except that Information may be disclosed (a)
to its Affiliates and to its Related Parties (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such Information and instructed
to keep such Information confidential); (b) to the extent required or requested by any regulatory
authority purporting to have jurisdiction over such Person or its Related Parties (including any
self-regulatory authority, such as the National Association of Insurance Commissioners); (c) to the
extent required by applicable laws or regulations or by any subpoena or similar legal process; (d)
to any other party hereto; (e) in connection with the exercise of any remedies hereunder or under
any other Loan Document or any action or proceeding relating to this Agreement or any other Loan
Document or the enforcement of rights hereunder or thereunder; (f) subject to an
agreement containing provisions substantially the same as those of this Section, to (i) any
assignee in, or any prospective assignee in, any of its rights and obligations under this
Agreement, or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative
or other transaction under which payments are to be made by reference to the Company and its
obligations, this Agreement or payments hereunder; (g) on a confidential basis to (i) any rating
agency in connection with rating the Company or its Subsidiaries or the Advances or (ii) the CUSIP
Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP
numbers with respect to the Advances; (h) with the consent of the Company; or (i) to the extent
such Information (x) becomes publicly available other than as a result of a breach of this Section,
or (y) becomes available to any Lender or any of their respective Affiliates on a nonconfidential
basis from a source other than the Company. For purposes of this Section, “Information” means all
information received from the Company or any of its Subsidiaries relating to the Company or any of
its Subsidiaries or any of their respective businesses, other than any such information that is
available to any Lender on a nonconfidential basis prior to disclosure by the Company or any of its
Subsidiaries; provided that, in the case of information received from the Company or any of
its Subsidiaries after the date hereof, such information is clearly identified at the time of
delivery as confidential. Any Person required to maintain the confidentiality of Information as
provided in this Section shall be considered to have complied with its obligation to do so if such
Person has exercised the same degree of care to maintain the confidentiality of such Information as
such Person would accord to its own confidential information.



          SECTION 9.09 Designated Borrower.



          (a) Designation. Subject to any applicable limitations set forth herein and in
the other Loan Documents, the Company may at any time, and from time to time, by delivery to the
Agent of a Borrower Designation Agreement duly executed by the Company and a specified Wholly-Owned
Subsidiary, in substantially the form of Exhibit J hereto, designate such Subsidiary as a
“Borrower” for purposes of this Agreement and the Revolving Credit Facilities hereunder
(provided, that, in any event, a Domestic Subsidiary may only become a Borrower under the
US Revolving Credit Facility, and a Foreign Subsidiary may only become a Borrower under the
Multicurrency Revolving Credit Facility), and such designation shall become effective upon the
execution and delivery to the Agent (each in form and substance reasonably satisfactory to the
Agent) of (i) the aforementioned executed Borrower Designation Agreement, (ii) a loan certificate
of such Subsidiary, in substantially the form of Exhibit F hereto, and including the
attachments thereto specified in Section 3.01(c) hereof, (iii) all amendments or joinders
to any


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Notes issued under the applicable Revolving Credit Facility, (iv) if such Subsidiary is not
already a Guarantor, all Collateral Documents, guarantees and other documents and instruments as
such Subsidiary shall be required to deliver to become a Guarantor (v) all documentation and other
information required by regulatory authorities under applicable “know your customer” and anti-money
laundering rules and regulations and (vi) reaffirmations of their respective guarantees by each
Guarantor of the Obligations under the applicable Revolving Credit Facility; provided that,
to the extent any proposed Designated Borrower is not organized under the law of Australia, Canada,
Japan, Luxembourg the Netherlands or any state of the U.S., the Agent shall have received tax and
regulatory advice satisfactory to the Agent (on the basis of the effect on the
Revolving Credit Lenders) in respect of such proposed Designated Borrower becoming a Borrower
hereunder and the Loan Parties shall enter into an amendment as reasonably requested by the Agent
in connection therewith. The Agent shall promptly notify each Lender of each such designation by
the Company and the identity of the respective Subsidiary.



          As soon as practicable and in any event within five Business Days after notice of the
designation under Section 9.09(a) of a Designated Borrower that is organized under the laws of a
jurisdiction other than of the United States, Australia, Canada, Japan, Luxembourg, the Netherlands
or a political subdivision thereof, any Lender that may not legally lend to, or whose internal
policies, consistently applied, preclude lending to, such Designated Borrower (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 Borrower shall
have the right to borrow hereunder, either (A) (i) replace such Protesting Lender in accordance
with Section 2.20 or (ii) notify the Agent and such Protesting Lender that the Commitments of such
Protesting Lender shall be terminated; provided that (x) the Company shall have received the prior
written consent of the Administrative Agent, which consent shall not unreasonably be withheld and
(y) such Protesting Lender shall have received payment of an amount equal to the aggregate
outstanding principal amount of its Advances, accrued interest thereon, accrued fees and all other
amounts payable to it hereunder or (B) cancel its request to designate such Subsidiary as a
“Designated Borrower” hereunder.



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



          SECTION 9.10 Governing Law. This Agreement and the Notes shall be governed by, and construed in
accordance with, the laws 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


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to this Agreement by
telecopier shall be effective as delivery of a manually executed counterpart of this Agreement.



          SECTION 9.12 Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary
to convert a sum due hereunder in Dollars into another 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 Dollars with such
other currency at CBNA’s principal office in London at 11:00 A.M. (London time) on the Business Day
preceding that on which final judgment is given.



          (b) If for the purposes of obtaining judgment in any court it is necessary to convert a
sum due hereunder in a Foreign Currency into Dollars, the parties 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 such Foreign Currency with Dollars at
CBNA’s principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on
which final judgment is given.



          (c) The obligation of the Borrowers in respect of any sum due from it in any currency (the
“Primary Currency”) to any Lender or the Agent hereunder 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 the applicable Primary Currency with such other currency; if the amount of the
applicable Primary Currency so purchased is less than such sum due to such Lender or the Agent (as
the case may be) in the applicable Primary Currency, each 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 applicable Primary Currency so purchased exceeds such
sum due to any Lender or the Agent (as the case may be) in the applicable Primary Currency, such
Lender or the Agent (as the case may be) agrees to remit to the applicable Borrower such excess.



          SECTION 9.13 Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and
unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York
State court or federal court of the United States of America sitting in New York City, and any
appellate court from any thereof, in any action or proceeding arising out of or relating to this
Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties
hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action
or proceeding may be heard and determined in any such New York State court or, to the extent
permitted by law, in such federal court. Each Borrower 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 offices specified in Section 9.02(a) and each Borrower
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


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Borrower at its address specified pursuant to Section
9.02(a). 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 bring any action or proceeding relating to this Agreement or the Notes
in the courts of any jurisdiction. To the extent that any Borrower or Designated Borrower 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 Borrower and each Designated
Borrower 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
any other Loan Document 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 9.14 Substitution of Currency. (i) 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) 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;



          (ii) If a judgment or order made by any court for the payment of any amount in respect of any
Obligations of a Loan Party under, or with respect to, this Agreement or the Advances is expressed
in a currency other than the currency that such Advances were originally funded in, the Borrowers
and the Domestic Loan Parties will indemnify the Lenders against any deficiency arising from any
variation in rates of exchange between the date as of which the denomination currency is notionally
converted into the judgment currency for the purposes of the judgment or order and the date of
actual payment; provided that the Agent and the Lenders shall reimburse the relevant Loan
Party if there is any excess amount arising from any variation in rates of exchange between the
date as of which the denomination currency is notionally converted into the judgment currency for
the purposes of the judgment or order and the date of actual payment.



          SECTION 9.15 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


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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 sole 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 9.16 Patriot Act. Each Lender and the Agent (for itself and not on behalf of any Lender)
hereby notifies the Loan Parties that pursuant to the requirements of the Patriot Act, it is
required to obtain, verify and record information that identifies each Loan Party, which
information includes the name and address of such Loan Party and other information that will allow
such Lender or the Agent, as applicable, to identify such Loan Party in accordance with the Patriot
Act. The Company and each other Borrower shall, and shall cause each of their Subsidiaries to,
provide, to the extent commercially reasonable, such information and take such actions as are
reasonably requested by the Agent or any Lender in order to assist the Agent and such Lender in
maintaining compliance with the Patriot Act.



          SECTION 9.17 Release of Collateral. (a) Notwithstanding any other provision herein or in any
other Loan Document, the Agent is hereby authorized and shall release the Collateral from the Liens
granted under the Collateral Documents securing the obligations under this Agreement on a Business
Day specified by the Company (the “Optional Release Date”), upon the satisfaction of the
following conditions precedent (the “Optional Release Conditions”).




          (i) the Company shall have given notice to the Agent at least 10 days prior to the
Optional Release Date, specifying the proposed Optional Release Date;




          (ii) the Ratings Condition has been satisfied, as of the date of such notice has
remained satisfied for an uninterrupted period of at least 30 consecutive days, and shall
remain satisfied as of the Optional Release Date;




          (iii) no Default shall have occurred and be continuing as of the date of such
notice or as of the Optional Release Date;




          (iv) all Liens on the Collateral securing the Notes and any other obligations
pursuant to the Collateral Documents, have been released as of the Optional
Release Date or are released simultaneously with the release of the Collateral from the
Liens securing obligations under the Loan Documents pursuant to this Section; and


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          (v) on the Optional Release Date, the Agent shall have received (A) a certificate,
dated the Optional Release Date and executed on behalf of the Company by a Senior Financial
Officer thereof, confirming the satisfaction of the Optional Release Conditions set forth in
clauses (ii), (iii) and (iv) above and (B) such other evidence and calculations as the Agent
may reasonably require confirming the satisfaction of the Optional Release Conditions set
forth above.


If the conditions set forth above are satisfied on the Optional Release Date, then (i) on and after
the Optional Release Date the Agent shall execute and deliver all such instruments, releases,
financing statements or other agreements, and take all such further actions, at the request and
expense of the Company, as shall be necessary to effectuate the release of the Liens granted under
the Collateral Documents and (ii) as of the Optional Release Date all representations and
warranties and covenants contained in this Agreement, the Security Agreement and any other
Collateral Document related to the grant or perfection of Liens on the Collateral shall be deemed
to be of no force or effect. Any such release shall be without recourse to, or representation or
warranty by, the Agent and shall not require the consent of any Lender.




          (b) Without limiting the provisions of Section 9.04, the Company shall reimburse
the Agent for all costs and expenses, including attorneys’ fees and disbursements, incurred by it
in connection with any action contemplated by this Section.



          (c) The Lenders hereby irrevocably agree that the Liens granted to the Agent by the Loan
Parties on any Collateral shall be automatically released (i) in full, upon the termination of this
Agreement and the payment of all Obligations hereunder (except for contingent indemnification
obligations in respect of which a claim has not yet been made and any obligations which are
expressly stated to survive), (ii) upon the sale or other disposition of such Collateral (including
as part of or in connection with any other sale or other disposition permitted hereunder) to any
Person other than another Loan Party, to the extent such sale or other disposition is made in
compliance with the terms of this Agreement (and the Agent may rely conclusively on a certificate
to that effect provided to it by any Loan Party upon its reasonable request without further
inquiry), (iii) to the extent such Collateral is comprised of property leased to a Loan Party, upon
termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized
or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose
consent may be required in accordance with this Section 9.01), (v) to the extent the property
constituting such Collateral is owned by any Loan Party, upon the release of such Loan Party from
its obligations under the applicable Guarantee (in accordance with the following sentence), (vi)
with respect to any Obligations of the Company or its Domestic Subsidiaries, upon the sale or other
disposition of such Collateral (including as part of or in connection with any other sale or other
disposition permitted hereunder) to any Excluded Foreign Subsidiary, to the extent such sale or
other disposition is made in compliance with the terms of this Agreement (and the Agent may rely
conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable
request without further inquiry), (vii) as required to effect any sale or other disposition of
Collateral in connection with any exercise of remedies of the Agent pursuant to the Collateral
Documents and (viii) upon any Principal
Property (as defined in the Existing Sealed Air Notes) or capital stock constituting
Collateral triggering the equal and ratable clauses under the Existing Sealed Air Notes, such
Principal Property and capital stock constituting Collateral, while any Existing Sealed Air Notes
remain


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outstanding, to the extent that such Collateral violates such equal and ratable clauses.
Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens
(other than those being released) upon (or obligations (other than those being released) of the
Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of
any sale, all of which shall continue to constitute part of the Collateral except to the extent
otherwise released in accordance with the provisions of the Loan Documents. Additionally, the
Lenders hereby irrevocably agree that any Restricted Subsidiary that is a Loan Party shall be
released from the Guarantees upon consummation of any permitted transaction resulting in such
Subsidiary ceasing to constitute a Restricted Subsidiary. The Lenders hereby authorize the Agent
to execute and deliver any instruments, documents, and agreements necessary or desirable to
evidence and confirm the release of any Loan Party or Collateral pursuant to the foregoing
provisions of this paragraph, all without the further consent or joinder of any Lender.



          SECTION 9.18 Waiver of Jury Trial. Each of the Borrowers, the Agent and the Lenders hereby
irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether
based on contract, tort or otherwise) arising out of or relating to this Agreement or the Notes or
the actions of the Agent or any Lender in the negotiation, administration, performance or
enforcement thereof.



          SECTION 9.19 Parallel Debt. (a) Definitions. In this Section:


“Corresponding Debt” means the Obligations.



“Parallel Debt” means any amount which a Borrower owes to the Agent under this Clause.




          (b) Each Loan Party irrevocably and unconditionally undertakes to pay to the Agent amounts
equal to, and in the currency or currencies of, its Corresponding Debt.



          (c) The Parallel Debt of each Loan Party:




          (i) shall become due and payable at the same time as its Corresponding Debt; and




          (ii) is independent and separate from, and without prejudice to, its Corresponding
Debt.



          (d) For purposes of this Section, the Agent:




          (i) is the independent and separate creditor of each Parallel Debt;




          (ii) acts in its own name and not as agent, representative or trustee of the
Lenders and its claims in respect of each Parallel Debt shall not be held on trust; and




          (iii) shall have the independent and separate right to demand payment of each
Parallel Debt in its own name (including, without limitation, through any suit, execution,
enforcement of security, recovery of guarantees and applications for and voting in any kind
of insolvency proceeding).


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          (e) The Parallel Debt of a Loan Party shall be (a) decreased to the extent that its
Corresponding Debt has been irrevocably and unconditionally paid or discharged, and (b) increased
to the extent to that its Corresponding Debt has increased, and the Corresponding Debt of a Loan
Party shall be (x) decreased to the extent that its Parallel Debt has been irrevocably and
unconditionally paid or discharged, and (y) increased to the extent that its Parallel Debt has
increased, in each case provided that the Parallel Debt of a Loan Party shall never exceed its
Corresponding Debt.



          (f) All amounts received or recovered by the Agent in connection with this Section, to the
extent permitted by applicable law, shall be applied in accordance with Section
2.11(b)(ii)(C).



          (g) This Section applies for the purpose of determining the secured obligations in any
Collateral Document and is (i) for the purpose of the Dutch law Collateral Documents governed by
Dutch law and (ii) for the purpose of the Belgian law Collateral Documents governed by Belgian law.



          SECTION 9.20 Intercreditor Agreement. REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENT.
EACH LENDER HEREUNDER FROM TIME TO TIME IS DEEMED TO HAVE EXECUTED THE INTERCREDITOR AGREEMENT AND
(A) AGREES THAT IT WILL BE BOUND BY AND COMPLY WITH THE PROVISIONS OF THE INTERCREDITOR AGREEMENT,
(B) CONSENTS TO THE ALLOCATION OF PARTICIPATIONS PROVIDED FOR THEREIN, (C) MAKES ALL
REPRESENTATIONS AND WARRANTIES SPECIFIED IN THE INTERCREDITOR AGREEMENT, (D) AGREES TO TAKE NO
ACTION CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND (E) AUTHORIZES AND INSTRUCTS
THE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS AGENT AND ON BEHALF OF SUCH LENDER.



          SECTION 9.21 Exceptions to the Application of the Bank Transaction Agreement. The Agreement on
Bank Transactions (ginko torihiki yakujosho) and the Agreement on Financial Transactions (kinyu
torihiki yakujosho) separately submitted by any Japanese Loan Parties to any of the Lenders or
entered into between any Japanese Loan Parties and any of the Lenders, if any, shall not apply to
this Agreement and the transactions contemplated in this Agreement



          SECTION 9.22 Financial Assistance Australian Loan Party Notwithstanding any other provision of this
Agreement or any of the Loan Documents, the parties agree that in respect of each Australian Loan
Party, the provisions of this Agreement and each other Loan Document and the obligations incurred
under them in so far as such obligations may constitute financial assistance under section 260A of
the Corporations Act have no effect in respect of, and do not apply to, any Australian Loan Party
until such time as the steps set out in section 260B of the Corporations Act have been complied
with and all statutory periods required under section 260B of the Corporations Act have elapsed.



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     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, along with the
two witnesses below.



	 	 	 	 	 
	 	SEALED AIR CORPORATION

 	 
	 	By:  	/s/ Tod S. Christie
 	 
	 	 	Name:  	Tod S. Christie 	 
	 	 	Title:  	Interim Chief Financial Officer 	 
	 



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	 	SEALED AIR CORPORATION (US)

 	 
	 	By:  	/s/ H. Katherine White 	 
	 	 	Name:  	H. Katherine White 	 
	 	 	Title:  	Director 	 
	 



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	 	DIVERSEY CANADA, INC.

 	 
	 	By:  	/s/ David C. Quast
 	 
	 	 	Name:  	David C. Quast 	 
	 	 	Title:  	Secretary 	 
	 



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	 	DIVERSEY CO., LTD.

 	 
	 	By:  	/s/ Andrew Warren
 	 
	 	 	Name:  	Andrew Warren 	 
	 	 	Title:  	Director 	 
	 



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	 	SEALED AIR B.V.

 	 
	 	By:  	/s/ H. Katherine White
 	 
	 	 	Name:  	H. Katherine White 	 
	 	 	Title:  	Director 	 
	 



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	 	DIVERSEY EUROPE B.V.

 	 
	 	By:  	/s/ David C. Quast
 	 
	 	 	Name:  	David C. Quast 	 
	 	 	Title:  	Director 	 
	 



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	 	SEALED AIR LUXEMBOURG S.C.A

 	 
	 	By:  	/s/ H. Katherine White
 	 
	 	 	Name:  	H. Katherine White 	 
	 	 	Title:  	Authorized Signatory 	 



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Executed by CRYOVAC AUSTRALIA PTY
LIMITED ACN 004 207 532 by its
Attorney under a Power of Attorney dated
September 30, 2011 and the Attorney declares
that the Attorney has not received any notice
of the revocation of such Power of Attorney:




	 	 	 

	/s/ H. Katherine White

	 	/s/ Guy Chayoun
	 

	 	 
	Signature of Attorney

	 	Signature of Witness
	 
	 	 
	H. Katherine White

	 	Guy Chayoun
	 

	 	 
	Name of Attorney

	 	Name of Witness





Executed by SEALED AIR AUSTRALIA (HOLDINGS)
PTY. LIMITED ACN 102 261 307 by its
Attorney under a Power of Attorney dated
September 30, 2011 and the Attorney declares
that the Attorney has not received any notice
of the revocation of such Power of Attorney:




	 	 	 

	/s/ H. Katherine White

	 	/s/ Guy Chayoun
	 

	 	 
	Signature of Attorney

	 	Signature of Witness
	 
	 	 
	H. Katherine White

	 	Guy Chayoun
	 

	 	 
	Name of Attorney

	 	Name of Witness






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	 	CITIBANK, N.A. 

as Agent, Issuing Bank and a Lender

 	 
	 	By:  	/s/ Christopher Wood
 	 
	 	 	Name:  	Christopher Wood 	 
	 	 	Title:  	Vice President 	 
	 



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	 	CITIBANK JAPAN LTD.,

as a Lender

 	 
	 	By:  	/s/ Mikio Naito
 	 
	 	 	Name:  	Mikio Naito 	 
	 	 	Title:  	Director 	 
	 



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	 	CITIBANK, N.A., Canadian Branch 
as a Lender

 	 
	 	By:  	/s/ Cal Fryer
 	 
	 	 	Name:  	Cal Fryer 	 
	 	 	Title:  	Authorised Signer 	 
	 



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

 	 
	 	By:  	/s/ W.H. Pegler, Jr.
 	 
	 	 	Name:  	W.H. Pegler, Jr. 	 
	 	 	Title:  	Managing Director 	 
	 



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	 	BNP PARIBAS,

as a Lender

 	 
	 	By:  	                                /s/ John Treadwell, Jr.
 	 
	 	 	Name:  	John Treadwell, Jr. 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                      /s/ Nicolas Rabier
 	 
	 	 	Name:  	Nicolas Rabier 	 
	 	 	Title:  	Director 	 
	 



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	 	THE ROYAL BANK OF SCOTLAND 

PLC, as a Lender

 	 
	 	By:  	/s/ Uche S. Osugi
 	 
	 	 	Name:  	Uche S. Osugi 	 
	 	 	Title:  	Authorized Signatory 	 
	 



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