**Exhibit
      4.6**




$1,250,000,000





CREDIT
      AGREEMENT





dated
      as
      of





August
      12, 2005





among





Ingersoll-Rand
      Company


and


Ingersoll-Rand
      Company Limited






The
      Banks
      Listed Herein




and




Citicorp
      USA, Inc.,


as
      Syndication Agent




and




Bank
      of
      America, N.A.,


Deutsche
      Bank Securities Inc.,


The
      Bank
      of Tokyo-Mitsubishi, Ltd., New York Branch




and




UBS
      Securities LLC


as
      Documentation Agents




and


JPMorgan
      Chase Bank, N.A.


as
      Administrative Agent




and




J.P.
      Morgan Securities Inc.


and


Citigroup
      Global Markets Inc.,


as
      Lead
      Arrangers and Bookrunners








TABLE
      OF
      CONTENTS








PageARTICLE
                I DEFINITIONS
            1SECTION
                1.1. Definitions
            1SECTION
                1.2. Accounting Terms and Determinations
            15SECTION
                1.3. Types of Borrowings
            15SECTION
                1.4. Exchange Rates; Reset Dates
            15ARTICLE
                II THE CREDITS
            16SECTION
                2.1. Commitments to Lend
            16SECTION
                2.2. Notice of Committed Borrowings
            16SECTION
                2.3. Money Market Borrowings
            17SECTION
                2.4. Notice to Banks; Funding of Loans
            21SECTION
                2.5. Evidence of Debt
            22SECTION
                2.6. Maturity of Loans
            22SECTION
                2.7. Interest Rates
            22SECTION
                2.8. Facility Fee; Utilization Fee; Participation Fee
            24SECTION
                2.9. Optional Termination or Reduction of Commitments
            25SECTION
                2.10. Mandatory Termination of Commitments; Mandatory
                Prepayments
            26SECTION
                2.11. Optional Prepayments
            26SECTION
                2.12. General Provisions as to Payments
            26SECTION
                2.13. Funding Losses
            27SECTION
                2.14. Computation of Interest and Fees
            28SECTION
                2.15. Withholding Tax Exemption
            28SECTION
                2.16. Additional Borrowers
            28SECTION
                2.17. Additional Borrower Costs
            29SECTION
                2.18. Letters of Credit.
            29SECTION
                2.19. Optional Commitment Increase.
            33SECTION
                2.20. Extension of Termination Date.
            34






i.






PageARTICLE
                III CONDITIONS
            36SECTION
                3.1. Effectiveness
            36SECTION
                3.2. Borrowings and Extension Date
            37ARTICLE
                IV REPRESENTATIONS AND WARRANTIES
            38SECTION
                4.1. Corporate Existence and Power
            38SECTION
                4.2. Corporate and Governmental Authorization; No
                Contravention
            39SECTION
                4.3. Binding Effect
            39SECTION
                4.4. Financial Information; No Material Adverse Change
            39SECTION
                4.5. Litigation
            40SECTION
                4.6. Compliance with ERISA
            40SECTION
                4.7. Environmental Matters
            40SECTION
                4.8. Taxes
            40SECTION
                4.9. Subsidiaries
            41SECTION
                4.10. Not an Investment Company
            41SECTION
                4.11. Full Disclosure
            41ARTICLE
                V COVENANTS
            41SECTION
                5.1. Information
            41SECTION
                5.2. Maintenance of Property; Insurance
            43SECTION
                5.3. Conduct of Business and Maintenance of Existence
            43SECTION
                5.4. Compliance with Laws
            44SECTION
                5.5. Debt
            44SECTION
                5.6. Negative Pledge
            44SECTION
                5.7. Consolidations, Mergers and Sales of Assets
            46SECTION
                5.8. Use of Proceeds
            46SECTION
                5.9. Other Cross Defaults or Negative Pledges
            46ARTICLE
                VI DEFAULTS
            47SECTION
                6.1. Events of Default
            47SECTION
                6.2. Notice of Default
            49ARTICLE
                VII THE ADMINISTRATIVE AGENT
            49SECTION
                7.1. Appointment and Authorization
            49






ii.




PageSECTION
                7.2. Administrative Agent and Affiliates
            49SECTION
                7.3. Action by the Administrative Agent
            49SECTION
                7.4. Consultation with Experts
            49SECTION
                7.5. Liability of the Administrative Agent
            49SECTION
                7.6. Indemnification
            50SECTION
                7.7. Credit Decision
            50SECTION
                7.8. Successor Administrative Agent
            50SECTION
                7.9. Administrative Agent’s Fees
            50SECTION
                7.10. Syndication Agent and Documentation Agents
            50ARTICLE
                VIII CHANGE IN CIRCUMSTANCES
            51SECTION
                8.1. Basis for Determining Interest Rate Inadequate or
                Unfair
            51SECTION
                8.2. Illegality
            51SECTION
                8.3. Increased Cost and Reduced Return
            52SECTION
                8.4. Base Rate Loans Substituted for Affected Fixed Rate
                Loans
            53SECTION
                8.5. Substitution of Bank
            54ARTICLE
                IX MISCELLANEOUS
            54SECTION
                9.1. Notices
            54SECTION
                9.2. No Waivers
            54SECTION
                9.3. Expenses; Documentary Taxes; Indemnification
            54SECTION
                9.4. Sharing of Set-Offs
            55SECTION
                9.5. Amendments and Waivers
            55SECTION
                9.6. Successors and Assigns
            56SECTION
                9.7. Collateral
            58SECTION
                9.8. Governing Law; Submission to Jurisdiction
            58SECTION
                9.9. Counterparts; Integration
            58SECTION
                9.10. Termination of Existing 5-Year Credit Agreement
            58SECTION
                9.11. [Intentionally Omitted]
            59SECTION
                9.12. Conversion of Currencies
            59SECTION
                9.13. WAIVER OF JURY TRIAL
            59SECTION
                9.14. Severability
            59SECTION
                9.15. Headings
            59SECTION
                9.16. Guarantee Agreement
            59SECTION
                9.17. USA Patriot Act.
            63





iii.




Schedule
                  I
              -
              CommitmentsExhibit
                  A-1
              -
              Note
                  (the Borrower)Exhibit
                  A-2
              -
              Note
                  (IR Parent)Exhibit
                  B
              -
              Money
                  Market Quote RequestExhibit
                  C
              -
              Invitation
                  for Money Market QuotesExhibit
                  D
              -
              Money
                  Market QuoteExhibit
                  E
              -
              Opinion
                  of Counsel for the BorrowerExhibit
                  F
              -
              Assignment
                  and Assumption AgreementExhibit
                  G
              -
              Additional
                  Borrower AgreementExhibit
                  H
              -
              New
                  Bank SupplementExhibit
                  I
              -
              Commitment
                  Increase SupplementExhibit
                  J
              -
              Opinion
                  of Counsel for IR ParentExhibit
                  K
              -
              Form
                  of Notice of Extension of Termination
                  Date






iv.




CREDIT
      AGREEMENT




CREDIT
      AGREEMENT dated as of August 12, 2005 among INGERSOLL-RAND COMPANY,
      INGERSOLL-RAND COMPANY LIMITED, the BANKS listed on the signature pages hereof,
      JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITICORP USA, INC., as
      Syndication Agent, and BANK OF AMERICA, N.A., DEUTSCHE BANK SECURITIES INC.,
      THE
      BANK OF TOKYO-MITSUBISHI, LTD., NEW YORK BRANCH AND UBS SECURITIES LLC, as
      Documentation Agents.




The
      parties hereto agree as follows:




ARTICLE
      I




DEFINITIONS




SECTION
      1.1.  Definitions .




The
      following terms, as used herein, have the following meanings:




“2004
      5-Year Existing Credit Agreement” means the 5-Year Credit Agreement, dated as of
      June 24, 2004 (as amended, supplemented or otherwise modified from time to
      time)
      among the Borrower, IR Parent, the several banks and other financial
      institutions from time to time parties thereto, JPMorgan Chase Bank, N.A.,
      as
      administrative agent.




“Absolute
      Rate Auction” means a solicitation of Money Market Quotes setting forth Money
      Market Absolute Rates pursuant to Section 2.3.




“Additional
      Borrower” means, at any time, IR Parent and each of the Subsidiaries which has
      been designated as an Additional Borrower by the Borrower pursuant to Section
      2.16 and which may borrow Committed Loans as described in Section
      2.1.




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




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




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




“Affiliate”
      means, with respect to any Person, any Person directly or indirectly
      controlling, controlled by or under common control with such other Person.
      As
      used herein, the term “control” means possession, directly or indirectly, of the
      power to direct or cause the direction of the management or policies of a
      Person, whether through ownership of voting securities, by contract or
      otherwise.







“Agents”
      means the Administrative Agent, the Syndication Agent and the Documentation
      Agents, and “Agent” means any of the foregoing.




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




“Agreement
      Currency” has the meaning set forth in Section 9.12.




“Applicable
      Creditor” has the meaning set forth in Section 9.12.




“Applicable
      Currency” means, as to any particular payment, Borrowing or Loan, Dollars or the
      Foreign Currency in which it is denominated or payable.




“Applicable
      Lending Office” means, with respect to any Bank, (i) in the case of its Domestic
      Loans, its Domestic Lending Office, (ii) in the case of its Euro-Currency Loans,
      its Euro-Currency Lending Office and (iii) in the case of its Money Market
      Loans, its Money Market Lending Office.




“Applicable
      Percentage” means, with respect to any Bank, the percentage of the total
      Commitments represented by such Bank’s Commitment. If the Commitments have
      terminated or expired, the Applicable Percentage shall be determined based
      upon
      the Commitments most recently in effect, giving effect to any
      assignments.




“Assignee”
      has the meaning set forth in Section 9.6(c).




“Assuming
      Lender” has the meaning set forth in Section 2.20(c).




“Attributable
      Debt” means, at any date, the total net amount of rent required to be paid under
      a lease during the remaining term thereof (excluding any renewal term unless
      such renewal is at the option of the lessor), discounted from the respective
      due
      dates thereof to such date at 8 3/8% compounded semi-annually. The net amount
      of
      rent required to be paid for any such period shall be the aggregate of the
      rent
      payable by the lessee with respect to such period after excluding amounts
      required to be paid on account of, or measured or determined by, any variable
      factor, including, without limitation, the cost-of-living index and costs of
      maintenance and repairs, insurance, taxes, assessments, water rates and similar
      charges and after excluding any portion of rentals based on a percentage of
      sales made by the lessee. In the case of any lease which is terminable by the
      lessee upon the payment of a penalty, such net amount shall also include the
      amount of such penalty, but no rent shall be considered so required to be paid
      under such lease subsequent to the first date upon which it may be so
      terminated.




“Availability
      Period” means the period from and including the Effective Date to but excluding
      the earlier of the Termination Date and the date of termination of the
      Commitments.




“Available
      Commitment” means, with respect to any Bank, an amount equal to the Commitment
      of such Bank minus the
      amount of all outstanding Committed Loans made by such Bank pursuant to Section
      2.1(a) or 2.1(b) and the amount of LC Exposure.






2




“Bank”
      means each bank or other financial institution listed on the signature pages
      hereof, each Assignee which becomes a Bank pursuant to Section 9.6(c), and
      their
      respective successors.




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




“Base
      Rate Loan” means a Committed Loan to be made by a Bank as a Base Rate Loan in
      accordance with the applicable Notice of Committed Borrowing or pursuant to
      Article VIII.




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




“Borrower”
      means Ingersoll-Rand Company, a New Jersey corporation, and its
      successors.




“Borrowing”
      has the meaning set forth in Section 1.3.




“Calculation
      Date” means, with respect to each Foreign Currency, the last day of each
      calendar month (or, if such day is not a Euro-Currency Business Day, the next
      succeeding Euro-Currency Business Day), provided that the
      second Euro-Currency Business Day preceding any Borrowing of Foreign Currency
      Loans shall also be a “Calculation Date” with respect to the Foreign Currency to
      be borrowed on such date.




“Commitment”
      means, as to any Bank, the obligation of such Bank to make Loans to the Borrower
      hereunder and to acquire participations in Letters of Credit in an aggregate
      principal amount at any one time outstanding not to exceed the amount set forth
      opposite such Bank’s name under the column “Commitment” on Schedule I, and with
      respect to any Bank which becomes a party to this Agreement pursuant to Section
      9.6(c), the amount of the Commitment thereby assumed by such Bank, in each
      case
      as such amount may from time to time be reduced pursuant to Sections 2.9, 2.10
      and 9.6(c) or increased pursuant to Section 9.6(c).




“Commitment
      Increase Date” has the meaning set forth in Section 2.19(b).




“Commitment
      Increase Supplement” has the meaning set forth in Section 2.19(b).




“Committed
      Loan” means a loan made by a Bank pursuant to Section 2.1(a)
      or (b).




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






3




“Consolidated
      Debt” means, at any date, without duplication, the sum of (i) all amounts which
      would be set forth opposite the captions “Loans payable” and “Long-term debt” on
      a balance sheet of the IR Parent and its Consolidated Subsidiaries as of such
      date prepared in accordance with generally accepted accounting principles
      consistent with those utilized in preparing the audited balance sheet of the
      IR
      Parent and its Consolidated Subsidiaries referred to in Section 4.4(a) hereof,
      (ii) capitalized lease obligations of the IR Parent and its Consolidated
      Subsidiaries and (iii) the higher of the voluntary or involuntary liquidation
      value of any preferred stock (other than auction-rate preferred stock the higher
      of the voluntary or involuntary liquidation value of which does not in the
      aggregate exceed $100,000,000) of a Consolidated Subsidiary held on such date
      by
      a Person other than the IR Parent or a wholly-owned Consolidated Subsidiary,
      but
      in any event excluding subordinated debentures issued by the IR Parent to one
      or
      more Delaware statutory business trusts and purchased by such trusts with the
      proceeds of the issuance of trust preferred securities (the “Equity-Linked
      Subordinated Debentures”). The foregoing definition is based on the
      understanding of the parties that the obligations covered by clauses (i) and
      (ii) above are co-extensive in all material respects with the obligations
      covered by the definition of Debt herein, and the reference to specific balance
      sheet captions is for the purpose of affording both greater simplicity and
      greater certainty in determining compliance with the provisions of Section
      5.5.
      If the foregoing assumption is at some future time determined not to be correct,
      and if the Administrative Agent notifies the IR Parent that the Required Banks
      wish to amend the foregoing definition to include an obligation covered by
      the
      definition of Debt (or if the IR Parent notifies the Administrative Agent that
      the IR Parent wishes to amend the foregoing definition to exclude an obligation
      not covered by the definition of Debt), then the IR Parent’s compliance with
      Section 5.5 shall be determined by including in (or excluding from, as the
      case
      may be) Consolidated Debt the consolidated amount, determined in accordance
      with
      generally accepted accounting principles, of the obligation in question until
      either such notice is withdrawn or this definition is amended in a manner
      satisfactory to the IR Parent and the Required Banks.




“Consolidated
      Net Worth” means, in accordance with Section 1.2, at any date the consolidated
      stockholders’ equity of the IR Parent and its Consolidated Subsidiaries,
      exclusive of adjustments resulting from any accumulated other comprehensive
      income, any impairment of tangible assets, or any non-cash charges, but
      including the amount shown on the balance sheet of the IR Parent as of such
      date
      in respect of any Equity-Linked Subordinated Debentures (as such term is defined
      in the definition of Consolidated Debt).




“Consolidated
      Subsidiary” means at any date any Subsidiary or other entity the accounts of
      which would be consolidated with those of the IR Parent in its consolidated
      financial statements if such statements were prepared as of such
      date.




“Cross
      Default” means a provision governing Debt of the Borrower or IR Parent to the
      effect that the holder of such Debt (or any representative of such holder)
      shall
      have the right, upon the giving of any notice and the lapse of any time
      specified in the instruments governing such Debt, to accelerate the maturity
      of
      such Debt by reason of (i) an event or condition which permits acceleration
      of
      the maturity of any other Material Debt of the Borrower, IR Parent or of a
      Subsidiary or (ii) the failure to pay when due any amount on any other Material
      Debt of the Borrower, IR Parent or of a Subsidiary, in either case whether
      or
      not upon the giving of notice and the lapse of any time (including the lapse
      of
      any applicable grace period) specified in the instruments governing such other
      Debt.




“Current
      Board” has the meaning set forth in Section
      6.1(j).




4




“Debt”
of
      any Person means at any date, without duplication, (i) all obligations of such
      Person for borrowed money, (ii) all obligations of such Person evidenced by
      bonds, debentures, notes or other similar instruments, (iii) all obligations
      of
      such Person to pay the deferred purchase price of property (and not services),
      except trade accounts payable arising in the ordinary course of business, (iv)
      all obligations of such Person as lessee which are capitalized in accordance
      with generally accepted accounting principles, and (v) all Debt of others
      secured by a Lien on any asset of such Person, whether or not such Debt is
      assumed by such Person; provided that
“Debt” shall include at any date only such obligations and such Debt of others
      to the extent such obligations and such Debt of others is reflected as a
      liability in the consolidated balance sheet of the IR Parent and its
      Consolidated Subsidiaries as of such date (or would be so reflected if such
      a
      balance sheet were prepared as of such date).




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




“Disbursement
      Date” has the meaning set forth in Section 2.18(e).




“Documentation
      Agent” means each of Bank of America, N.A., Deutsche Bank Securities Inc., The
      Bank of Tokyo-Mitsubishi, Ltd., New York Branch and UBS Securities LLC in their
      respective capacities as documentation agent hereunder, and their successors
      in
      such capacities.




“Dollar
      Equivalent” means, at any time, (a) as to any amount denominated in Dollars, the
      amount thereof at such time, and (b) as to any amount denominated in a Foreign
      Currency, the equivalent amount in Dollars as determined by the Administrative
      Agent on the basis of the Exchange Rate, as described in Section 1.4, for the
      purchase of Dollars with such Foreign Currency on the most recent Calculation
      Date for such Foreign Currency.




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




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




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




“Domestic
      Loans” means Base Rate Loans.




“Effective
      Date” means the date this Agreement becomes effective in accordance with Section
      3.1.




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




5




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




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




“Euro-Currency
      Business Day” means any Domestic Business Day on which commercial banks are open
      for international business (including dealings in dollar deposits) in London
      and
      on which the Trans-European Automated Real-Time Gross Settlement Express
      Transfer System (TARGET) (or, if such clearing system ceases to be operative,
      such other clearing system (if any) determined by the Administrative Agent
      to be
      a suitable replacement) is open for settlement of payment in euros.




“Euro-Currency
      Lending Office” means, as to each Bank, its office, branch or affiliate located
      at its address set forth in its Administrative Questionnaire (or identified
      in
      its Administrative Questionnaire as its Euro-Currency Lending Office) and/or
      one
      or more other offices, branches or affiliates of such Bank as it may hereafter
      designate as its Euro-Currency Lending Office by notice to the Borrower and
      the
      Administrative Agent.




“Euro-Currency
      Loan” means a Committed Loan denominated in Dollars or in euros to be made by a
      Bank as a Euro-Currency Loan in accordance with the applicable Notice of
      Committed Borrowing.




“Euro-Currency
      Margin” has the meaning set forth in Section 2.7(f).




“Euro-Currency
      Reserve Percentage” has the meaning set forth in Section 2.7(b).




“Euro
      Loans” means Loans made by the Banks pursuant to Section 2.1(b).




“Event
      of
      Default” has the meaning set forth in Section 6.1.




“Exchange
      Rate” means, as to any currency on a particular date, the rate at which such
      currency may be exchanged into Dollars or the relevant Foreign Currency in
      London on a spot basis, as set forth on the display page of the Telerate System
      applicable to such currency as reasonably determined by the Administrative
      Agent. In the event that such rate does not appear on any Telerate display
      page,
      the Exchange Rate with respect to such currency shall be determined by reference
      to such other publicly available service for displaying exchange rates as may
      be
      agreed upon by the Administrative Agent and the Borrower or, in the absence
      of
      such agreement, such Exchange Rate shall instead be determined by reference
      to
      the Administrative Agent’s spot rate of exchange quoted to prime banks in the
      interbank market where its foreign currency exchange operations in respect
      of
      the relevant Foreign Currency are then being conducted, at or about noon, local
      time, at such date for the purchase of Dollars with such Foreign Currency (or
      such Foreign Currency with Dollars, as applicable), for delivery on a spot
      basis; provided , however ,
      that if
      at the time of any such determination, for any reason, no such spot rate is
      being quoted and no other methods for determining the Exchange Rate can be
      determined as set forth above, the Administrative Agent may use any reasonable
      method it deems applicable to determine such rate, and such determination shall
      be conclusive absent manifest error.




6




“Existing
      5-Year Credit Agreement” means the Credit Agreement, dated as of July 2, 2001
      (as amended by the Amendment and Waiver, dated as of November 28, 2001, and
      as
      further amended, supplemented or otherwise modified from time to time), among
      the Borrower, IR Parent, the banks listed on the signature pages thereof,
      JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as
      administrative agent.




“Extension
      Date” has the meaning set forth in Section 2.20(b).




“Facility
      Fee Rate” has the meaning set forth in Section 2.7(f).




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




“Fixed
      Rate Loans” means Euro-Currency Loans or Money Market Loans (excluding Money
      Market LIBOR Loans bearing interest at the Base Rate pursuant to Section 8.1)
      or
      any combination of the foregoing.




“Foreign
      Currency” means English pounds sterling, euros or Japanese Yen.




“Foreign
      Currency Equivalent” at any time as to any amount denominated in Dollars, the
      equivalent amount in the relevant Foreign Currency or Foreign Currencies as
      determined by the Administrative Agent at such time on the basis of the Exchange
      Rate for the purchase of such Foreign Currency or Foreign Currencies with
      Dollars on the date of determination thereof.




“Foreign
      Currency Loans” means Loans denominated in a Foreign Currency.




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




7




“Granting
      Bank” has the meaning set forth in Section 9.6(f).




“Interest
      Period” means: (1) with respect to each Euro-Currency Borrowing, the period
      commencing on the date of such Borrowing and ending one, two, three or six
      months and, if agreeable to all the Banks, nine or twelve months, thereafter,
      as
      the Borrower may elect in the applicable Notice of Borrowing; provided that:




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




(b)  any
      Interest Period which begins on the last Euro-Currency Business Day of a
      calendar month (or on a day for which there is no numerically corresponding
      day
      in the calendar month at the end of such Interest Period) shall, subject to
      clause (c) below, end on the last Euro-Currency Business Day of a calendar
      month; and




(c)  any
      Interest Period which would otherwise end after the Termination Date shall
      end
      on the Termination Date.




(2)  with
      respect to each Base Rate Borrowing, the period commencing on the date of such
      Borrowing and ending 90 days thereafter; provided that:




(a)  any
      Interest Period which would otherwise end on a day which is not a Domestic
      Business Day shall be extended to the next succeeding Domestic Business Day;
      and




(b)  any
      Interest Period which would otherwise end after the Termination Date shall
      end
      on the Termination Date.




(3)  with
      respect to each Money Market LIBOR Borrowing, the period commencing on the
      date
      of such Borrowing and ending seven days or one, two, three, six, nine or twelve
      months thereafter as the Borrower may elect in accordance with Section 2.3; provided that:




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




(b)  any
      Interest Period which begins on the last Euro-Currency Business Day of a
      calendar month (or on a day for which there is no numerically corresponding
      day
      in the calendar month at the end of such Interest Period) shall, subject to
      clause (c) below, end on the last Euro-Currency Business Day of a calendar
      month; and




(c)  any
      Interest Period which would otherwise end after the Termination Date shall
      end
      on the Termination Date.




8




(4)  with
      respect to each Money Market Absolute Rate Borrowing, the period commencing
      on
      the date of such Borrowing and ending such number of days thereafter as the
      Borrower may elect in accordance with Section 2.3; provided that:




(a)  any
      Interest Period which would otherwise end on a day which is not a Euro-Currency
      Business Day shall be extended to the next succeeding Euro-Currency Business
      Day; and




(b)  no
      Interest Period shall end after the Termination Date.




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




“IR
      Parent” means Ingersoll-Rand Company Limited, a company organized under the laws
      of Bermuda.




“Issuing
      Bank” means JPMorgan Chase Bank, N.A. and any other Bank selected by the
      Borrower or IR Parent and that agrees to act in such capacity, in such Bank’s
      capacity as the issuer of Letters of Credit hereunder, and such Bank’s
      successors in such capacity.




“Judgment
      Currency” has the meaning set forth in Section 9.12.




“LC
      Disbursement” means a payment made by the Issuing Bank pursuant to a Letter of
      Credit.




“LC
      Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all
      outstanding Letters of Credit at such time plus (b) the aggregate amount of
      all
      LC Disbursements that have not yet been reimbursed by or on behalf of the
      Borrower or any Additional Borrower at such time. The LC Exposure of any Bank
      at
      any time shall be its Applicable Percentage of the total LC Exposure at such
      time.




“Letter
      of Credit” means any letter of credit issued pursuant to this Agreement. All
      Letters of Credit shall be denominated in Dollars.




“Level
      I
      Status” exists, subject to the provisions of Section 2.7(f) hereof, at any date
      if, at such date, the Borrower’s or IR Parent’s, if IR Parent has a higher
      rating as of such date, outstanding senior unsecured long-term debt securities
      are rated A+ or higher by S&P or A1 or
      higher by Moody’s.




“Level
      II
      Status” exists, subject to the provisions of Section 2.7(f) hereof, at any date
      if (i) Level I Status does not exist on such date and (ii) the Borrower’s or IR
      Parent’s, if IR Parent has a higher rating as of such date, outstanding senior
      unsecured long-term debt securities are rated A or higher by S&P or A2 or
      higher by Moody’s.




“Level
      III Status” exists, subject to the provisions of Section 2.7(f) hereof, at any
      date if (i) neither Level I Status nor Level II Status exists on such date
      and
      (ii) the Borrower’s or IR Parent’s, if IR Parent has a higher rating as of such
      date, outstanding senior unsecured long-term debt securities are rated A- or
      higher by S&P or A3 or
      higher by Moody’s.




9




“Level
      IV
      Status” exists, subject to the provisions of Section 2.7(f) hereof, at any date
      if (i) none of Level I Status, Level II Status and Level III Status exists
      on
      such date and (ii) the Borrower’s or IR Parent’s, if IR Parent has a higher
      rating as of such date, outstanding senior unsecured long-term debt securities
      are rated BBB+ or higher by S&P or Baa1 or
      higher by Moody’s.




“Level
      V
      Status” exists, subject to the provisions of Section 2.7(f) hereof, at any date
      if (i) none of Level I Status through Level IV Status exists on such date and
      (ii) the Borrower’s or IR Parent’s, if IR Parent has a higher rating as of such
      date, outstanding senior unsecured long-term debt securities are rated BBB
      or
      higher by S&P or Baa2 or
      higher by Moody’s.




“Level
      VI
      Status” exists at any date if none of Level I Status through Level V Status
      exists on such date.




“LIBOR
      Auction” means a solicitation of Money Market Quotes setting forth Money Market
      Margins based on the London Interbank Offered Rate pursuant to Section
      2.3.




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




“Loan”
      means a Domestic Loan or a Euro-Currency Loan or a Money Market Loan and “Loans”
means Domestic Loans or Euro-Currency Loans or Money Market Loans or any
      combination of the foregoing.




“Loan
      Documents” means, collectively, this Agreement and any Notes.




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




“Material
      Adverse Effect” means a material adverse effect on the business, financial
      position or results of operations or property of the IR Parent and its
      Consolidated Subsidiaries, considered as a whole.




“Material
      Debt” means (i) any Public Debt and (ii) any Debt of the Borrower, IR Parent
      and/or one or more of their respective Subsidiaries, arising in one or more
      related or unrelated transactions after the date hereof, in an aggregate
      principal amount exceeding $50,000,000.




“Material
      Plan” means at any time a Plan or Plans having aggregate Unfunded Liabilities in
      an amount which, if the Plan then terminated, would have a Material Adverse
      Effect, taking into account all members of the ERISA Group.




“Material
      Subsidiary” means (i) Schlage Lock Company LLC, a Delaware limited liability
      company, Clark Equipment Corporation, a Delaware corporation, Hussmann
      International, Inc., a Delaware corporation, Thermo King Corporation, a Delaware
      corporation, and their respective successors and assigns, (ii) at any date,
      any
      other Restricted Subsidiary which on such date is encompassed by the definition
      of a “significant subsidiary” contained as of the date hereof in Regulation S-X
      of the Securities and Exchange Commission and (iii) in any event, any Additional
      Borrower other than IR Parent.




10




“Money
      Market Absolute Rate” has the meaning set forth in Section 2.3(d).




“Money
      Market Absolute Rate Loan” means a loan to be made by a Bank pursuant to an
      Absolute Rate Auction.




“Money
      Market Lending Office” means, as to each Bank, its Domestic Lending Office
      and/or one or more other offices, branches or affiliates of such Bank as it
      may
      hereafter designate as its Money Market Lending Office by notice to the Borrower
      and the Administrative Agent; provided that any
      Bank may from time to time by notice to the Borrower and the Administrative
      Agent designate separate Money Market Lending Offices for its Money Market
      LIBOR
      Loans, on the one hand, and its Money Market Absolute Rate Loans, on the other
      hand, in which case all references herein to the Money Market Lending Office
      of
      such Bank shall be deemed to refer to either or both of such offices, as the
      context may require.




“Money
      Market LIBOR Loan” means a loan to be made by a Bank pursuant to a LIBOR Auction
      (including such a loan bearing interest at the Base Rate pursuant to Section
      8.1(ii)).




“Money
      Market Loan” means a Money Market LIBOR Loan or a Money Market Absolute Rate
      Loan.




“Money
      Market Margin” has the meaning set forth in Section 2.3(d).




“Money
      Market Quote” means an offer by a Bank to make a Money Market Loan in accordance
      with Section 2.3.




“Money
      Market Quote Request” has the meaning set forth in Section 2.3(b).




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




“Mortgage”
      means, on any specified property, any mortgage, lien, pledge, charge or other
      security interest or encumbrance of any kind in respect of such
      property.




“Multiemployer
      Plan” means at any time an employee pension benefit plan within the meaning of
      Section 4001(a)(3) of ERISA to which any member of the ERISA Group is then
      making or accruing an obligation to make contributions.




“New
      Bank
      Supplement” has the meaning set forth in Section 2.19(b).




“Non-Consenting
      Lender” has the meaning set forth in Section 2.20 (a).




11




“Notes”
      means promissory notes of the Borrower and IR Parent, substantially in the
      form
      of Exhibits A-1 and A-2 hereto, evidencing the obligation of the Borrower and
      IR
      Parent to repay the Loans, and “Note” means any one of such promissory notes
      issued hereunder.




“Notice
      of Borrowing” means a Notice of Committed Borrowing (as defined in Section 2.2)
      or a Notice of Money Market Borrowing (as defined in Section
      2.3(f)).




“Obligations”
      means the unpaid principal of and interest on (including interest accruing
      after
      the maturity of the Loans and interest accruing after the filing of any petition
      in bankruptcy, or the commencement of any insolvency, reorganization or like
      proceeding, relating to the Borrower or any Additional Borrower, whether or
      not
      a claim for post-filing or post-petition interest is allowed in such proceeding)
      the Loans, the Letters of Credit and all other obligations and liabilities
      of
      the Borrower or any Additional Borrower to the Administrative Agent or to any
      Bank, whether direct or indirect, absolute or contingent, due or to become
      due,
      or now existing or hereafter incurred, which may arise under, out of, or in
      connection with, this Agreement, any other Loan Document or any other document
      made, delivered or given in connection herewith or therewith, whether on account
      of principal, interest, reimbursement obligations, fees, indemnities, costs,
      expenses (including all fees, charges and disbursements of counsel to the
      Administrative Agent or to any Bank that are required to be paid by the Borrower
      pursuant hereto) or otherwise.




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




“Participant”
      has the meaning set forth in Section 9.6(b).




“Participation
      Fee Rate” has the meaning set forth in Section 2.7(f).




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




“Permitted
      Investments” means:




(a)
      direct obligations of, or obligations the principal of and interest on which
      are
      unconditionally guaranteed by, the United States of America (or by any agency
      thereof to the extent such obligations are backed by the full faith and credit
      of the United States of America), in each case maturing within one year from
      the
      date of acquisition thereof;




(b)
      investments in commercial paper maturing within 270 days from the date of
      acquisition thereof and having, at such date of acquisition, the highest credit
      rating obtainable from S&P or from Moody's;




(c)
      investments in certificates of deposit, banker's acceptances and time deposits
      maturing within 180 days from the date of acquisition thereof issued or
      guaranteed by or placed with, and money market deposit accounts issued or
      offered by, any domestic office of any commercial bank organized under the
      laws
      of the United States of America or any State thereof which has a combined
      capital and surplus and undivided profits of not less than
      $500,000,000;




12




(d)
      fully
      collateralized repurchase agreements with a term of not more than 30 days for
      securities described in clause (a) above and entered into with a financial
      institution satisfying the criteria described in clause (c) above;
      and




(e)
      money
      market funds that (i) comply with the criteria set forth in Securities and
      Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, (ii)
      are
      rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at
      least $5,000,000,000.




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




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




“Prime
      Rate” means that rate of interest from time to time announced by JPMorgan Chase
      Bank, N.A. at its principal office, presently located at 270 Park Avenue, New
      York, New York 10017, as its prime rate.




“Principal
      Property” means any manufacturing plant or other manufacturing facility of the
      Borrower or any Restricted Subsidiary, as the case may be, which plant or
      facility is located within the United States of America, except any such plant
      or facility which the Borrower’s Board of Directors by resolution declares is
      not of material importance to the total business conducted by the Borrower
      and
      its Restricted Subsidiaries.




“Public
      Debt” means (i) the Borrower's 9.00% Debentures due 2021; (ii) the Borrower's
      7.20% Debentures due 2006-2025; (iii) the Borrower's 6.48% Redeemable Debentures
      due 2025; (iv) the Borrower's 6.391% Debentures due 2027; (v) the Borrower's
      6.443% Debentures due 2027; (vi) the Borrower's Medium Term Notes due through
      2028; (vii) the Clark Medium Term Notes due 2023; (viii) the 6.75% Hussmann
      International, Inc. Senior Notes due 2008; (ix) the Borrower's 6.25% Notes
      due
      2006; and (x) the IR Parent’s 4.75% Senior Notes due 2015.




“Refunding
      Borrowing” means a Committed Borrowing which, after application of the proceeds
      thereof, results in no net increase in the outstanding principal amount of
      Committed Loans made by any Bank.




“Register”
      has the meaning set forth in Section 9.6(g).




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




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




13




“Required
      Banks” means at any time Banks having at least 51% of the aggregate amount of
      the Commitments or, if the Commitments shall have been terminated, holding
      Loans
      evidencing at least 51% of the aggregate unpaid principal amount of the
      Loans.




“Reset
      Date” shall have the meaning set forth in Section 1.4.




“Restricted
      Subsidiary” means any Subsidiary, excluding any Subsidiary the greater part of
      the operating assets of which are located or the principal business of which
      is
      carried on outside of the United States of America.




“Revolving
      Exposure” means, at any time, the aggregate principal amount of Loans then
      outstanding together with the aggregate amount of LC Exposure at such time.
      The
      amount of Revolving Exposure, at any time, shall not exceed the amount of total
      Commitments at such time.




“Sale
      and
      Leaseback Transaction” means an arrangement with any Person for the leasing by
      the Borrower or a Restricted Subsidiary (except for temporary leases for a
      term
      of not more than three years and, in the case of a Restricted Subsidiary, a
      lease to the Borrower or another Restricted Subsidiary) of any Principal
      Property (whether now owned or hereafter acquired), which Principal Property
      has
      been or is to be sold or transferred by the Borrower or such Restricted
      Subsidiary to such Person.




“S&P”
      means Standard & Poor’s Ratings Services.




“SPC”
has
      the meaning set forth in Section 9.6(f).




“Subsidiary”
      means any corporation or other entity of which securities or other ownership
      interests having ordinary voting power to elect a majority of the board of
      directors or other persons performing similar functions are at the time directly
      or indirectly owned by the Borrower or by IR Parent, as applicable.




“Syndication
      Agent” means Citicorp USA, Inc. in its capacity as syndication agent for the
      Banks hereunder, and its successors in such capacity.




“Termination
      Date” means the fifth anniversary of the Effective Date or, if such day is not a
      Euro-Currency Business Day, the next preceding Euro-Currency Business Day; provided , however ,
      that
      the Termination Date of any Lender that is a Non-Consenting Lender to any
      requested extension pursuant to Section 2.20 shall be the Termination Date
      in
      effect immediately prior to the applicable Extension Date for all purposes
      of
      this Agreement.




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




14




“US
      Borrower” means the Borrower and each Additional Borrower which is incorporated
      under the laws of or engaged in a trade or business in the United States of
      America.




SECTION
      1.2.  Accounting Terms and Determinations . Unless
      otherwise specified herein, all accounting terms used herein shall be
      interpreted, all accounting determinations hereunder shall be made, and all
      financial statements required to be delivered hereunder shall be prepared in
      accordance with generally accepted accounting principles as in effect from
      time
      to time, applied on a basis consistent (except for changes concurred in by
      IR
      Parent’s independent public accountants) with the most recent audited
      consolidated financial statements of IR Parent and its Consolidated Subsidiaries
      delivered to the Banks; provided that,
      (x) if IR Parent or the Borrower notifies the Administrative Agent that IR
      Parent or the Borrower wishes to amend any covenant in Article V to eliminate
      the effect of any change in generally accepted accounting principles on the
      operation of such covenant (or if the Administrative Agent notifies IR Parent
      or
      the Borrower that the Required Banks wish to amend Article V for such purpose),
      then IR Parent’s compliance with such covenant shall be determined on the basis
      of generally accepted accounting principles in effect immediately before the
      relevant change in generally accepted accounting principles became effective,
      until either such notice is withdrawn or such covenant is amended in a manner
      satisfactory to the Borrower and the Required Banks, and (y) for purposes of
      determining Consolidated Net Worth, generally accepted accounting principles
      as
      in effect at the time of and as used to prepare the financial statements
      referred to in Section 4.4(a) hereof shall be used for such determination,
      notwithstanding any change in such generally accepted accounting principles
      after the date of such financial statements, provided that
      Consolidated Net Worth shall be determined excluding the effect of goodwill
      impairment charges, net of taxes, to the extent that such effect would not
      otherwise have been included in such determination but for the application
      of
      FAS 142.




SECTION
      1.3.  Types of Borrowings . The
      term
“Borrowing” denotes the aggregation of Loans of one or more Banks to be made to
      the Borrower or any Additional Borrower pursuant to Article II on a single
      date
      and for a single Interest Period. Borrowings are classified for purposes of
      this
      Agreement either by reference to the pricing of Loans comprising such Borrowing
      (e.g, a “Euro-Currency Borrowing” is a Borrowing comprised of Euro-Currency
      Loans) or by reference to the provisions of Article II under which participation
      therein is determined (i.e., a “Committed Borrowing” is a Borrowing under
      Section 2.1 in which all Banks participate in proportion to their Commitments,
      while a “Money Market Borrowing” is a Borrowing under Section 2.3 in which the
      Bank participants are determined on the basis of their bids in accordance
      therewith).




SECTION
      1.4.  Exchange Rates; Reset Dates . (a)  At
      approximately 10:00 A.M., New York City time, or as close to such time as is
      reasonably practicable, on each Calculation Date, the Administrative Agent
      shall
      (i) determine the Exchange Rate as of such Calculation Date with respect to
      euros and with respect to each other Foreign Currency in which any Loan shall
      be
      outstanding and (ii) give notice thereof to the Banks and the Borrower. The
      Exchange Rates so determined shall become effective on the first Euro-Currency
      Business Day immediately following the relevant Calculation Date (a
“ Reset
      Date ”)
      and
      shall remain effective until the next succeeding Reset Date.




15




(b)  At
      approximately 10:00 A.M., New York City time, or as close to such time as is
      reasonably practicable, on each Reset Date, the Administrative Agent shall
      (i)
      determine the aggregate amount of the Dollar Equivalents of the principal
      amounts of the Foreign Currency Loans then outstanding (after giving effect
      to
      any Foreign Currency Loans made or repaid on such date) and (ii) notify the
      Borrower of the results of such determination.




ARTICLE
      II




THE
      CREDITS




SECTION
      2.1.  Commitments to Lend . (a)  During
      the Availability Period, each Bank severally agrees, on the terms and conditions
      set forth in this Agreement, to make loans in Dollars to the Borrower or any
      Additional Borrower pursuant to this Section from time to time in amounts such
      that the Revolving Exposure by such Bank at any one time outstanding shall
      not
      exceed the amount of its Commitment. Each Borrowing under this Section shall
      be
      in an aggregate principal amount of $10,000,000 or any larger multiple of
      $1,000,000 (except that any such Borrowing may be in the aggregate amount
      available in accordance with Section 3.2(b)) and shall be made from the several
      Banks ratably in proportion to their respective Available Commitments. Within
      the foregoing limits, the Borrower or any Additional Borrower may borrow under
      this Section, repay, or to the extent permitted by Section 2.11, prepay Loans
      and reborrow at any time during the Availability Period under this
      Section.




(b)  Commitments
      to Lend in Euros .
      During
      the Availability Period, each Bank severally agrees, on the terms and conditions
      set forth in this Agreement, to make loans in euros (“Euro Loans”) to the
      Borrower or any Additional Borrower pursuant to this Section from time to time
      in amounts such that (i) the aggregate principal amount of Committed Loans
      by
      such Bank at any one time outstanding shall not exceed the amount of its
      Commitment and (ii) the Revolving Exposure by such Bank at any one time
      outstanding shall not exceed the amount of its Commitment. All Euro Loans shall
      be Euro-Currency Loans. Each Borrowing under this Section shall be in an
      aggregate principal amount of the Foreign Currency Equivalent of $10,000,000
      or
      any larger multiple of the Foreign Currency Equivalent of $1,000,000 (except
      that any such Borrowing may be in the aggregate amount available in accordance
      with Section 3.2(b)) and shall be made from the several Banks ratably in
      proportion to their respective Available Commitments. Within the foregoing
      limits, the Borrower or any Additional Borrower may borrow under this Section,
      repay, or to the extent permitted by Section 2.11, prepay Loans and reborrow
      at
      any time during the Availability Period under this Section. It is expressly
      understood and agreed among the parties hereto that any and all Euro Loan
      Borrowings made pursuant to Section 2.1(b) hereof shall constitute utilizations
      of the Banks’ Commitments hereunder and shall reduce the Available Commitment of
      the Banks accordingly.




SECTION
      2.2.  Notice of Committed Borrowings . The
      Borrower or any Additional Borrower, as applicable, shall give the
      Administrative Agent notice (a “Notice of Committed Borrowing”) (w) at its New
      York address not later than 11:00 A.M. (New York City time) on the date of
      each
      Base Rate Borrowing, (x) at its New York address not later than 11:00 A.M.
      (New
      York City time) on the third Euro-Currency Business Day before each
      Euro-Currency Borrowing denominated in Dollars, and (y) in the case of Euro
      Loans, at its London address not later than 10:00 A.M. (London time) on the
      date
      of each such Euro-Currency Borrowing denominated in euros,
      specifying:




16




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




(b)  the
      aggregate amount of such Borrowing and whether such Borrowing is to be
      denominated in Dollars or in Euros,




(c)  in
      the
      case of Loans to be made in Dollars, whether the Loans comprising such Borrowing
      are to be Base Rate Loans or Euro-Currency Loans, and




(d)  in
      the
      case of a Fixed Rate Borrowing, the duration of the Interest Period applicable
      thereto, subject to the provisions of the definition of Interest
      Period.




SECTION
      2.3.  Money Market Borrowings .




(a)  The
      Money Market Option .
      In
      addition to Committed Borrowings pursuant to Section 2.1, the Borrower or IR
      Parent may, as set forth in this Section, request the Banks during the
      Availability Period to make offers to make Money Market Loans to the Borrower
      or
      IR Parent. The Banks may, but shall have no obligation to, make such offers
      and
      the Borrower or IR Parent may, but shall have no obligation to, accept any
      such
      offers in the manner set forth in this Section. The
      Borrower or IR Parent may request the Banks to make Money Market Loans
      denominated in Dollars or in any Foreign Currency; provided , however ,
      that at
      no time may the Borrower or IR Parent request the Banks to make Money Market
      Loans so as to cause the amount of the Revolving Exposure to exceed the amount
      of the total Commitments.




(b)  Money
      Market Quote Request .
      When
      the Borrower or IR Parent wishes to request offers to make Money Market Loans
      under this Section, it shall transmit to the Administrative Agent by facsimile
      transmission a Money Market Quote Request substantially in the form of Exhibit
      B
      hereto (a “ Money
      Market Quote Request ”)
      so as
      to be received no later than 11:00 A.M. (New York City time) at the
      Administrative Agent’s New York facsimile number, and, in the case of Money
      Market Loans to be denominated in a Foreign Currency, so as to be received
      no
      later than 11:00 A.M. (London time) at the Administrative Agent’s London
      facsimile number on (x) the fourth Euro-Currency Business Day prior to the
      date
      of Borrowing proposed therein, in the case of a LIBOR Auction or (y) the
      Domestic Business Day next preceding the date of Borrowing proposed therein,
      in
      the case of an Absolute Rate Auction (or, in either case, such other time or
      date as the Borrower or IR Parent and the Administrative Agent shall have
      mutually agreed and shall have notified to the Banks not later than the date
      of
      the Money Market Quote Request for the first LIBOR Auction or Absolute Rate
      Auction for which such change is to be effective) specifying:




(i)  the
      proposed date of Borrowing, which shall be a Euro-Currency Business Day in
      the
      case of a LIBOR Auction or in the case of an Absolute Rate Auction to be
      denominated in a Foreign Currency or a Domestic Business Day in the case of
      an
      Absolute Rate Auction to be denominated in Dollars,




17




(ii)  the
      aggregate amount of such Borrowing, which shall be subject to the provisions
      of
      Section 2.3(a) and shall be $10,000,000 (or the Foreign Currency Equivalent
      thereof, in the case of Money Market Loans to be denominated in a Foreign
      Currency) or a larger multiple of $1,000,000 (or the Foreign Currency Equivalent
      thereof, in the case of Money Market Loans to be denominated in a Foreign
      Currency),




(iii)  the
      duration of the Interest Period applicable thereto, subject to the provisions
      of
      the definition of Interest Period,




(iv)  whether
      the Money Market Quotes requested are to set forth a Money Market Margin or
      a
      Money Market Absolute Rate ;
      and




(v)  the
      Applicable Currency in which the proposed Borrowing is to be
      denominated.




The
      Borrower or IR Parent may request offers to make Money Market Loans for more
      than one Interest Period in a single Money Market Quote Request. No Money Market
      Quote Request shall be given within five Euro-Currency Business Days (or such
      other number of days as the Borrower or IR Parent and the Administrative Agent
      may agree) of any other Money Market Quote Request.




(c)  Invitation
      for Money Market Quotes .
      Promptly upon receipt of a Money Market Quote Request, the Administrative Agent
      shall send to the Banks by facsimile transmission an invitation for Money Market
      Quotes substantially in the form of Exhibit C hereto, which shall constitute
      an
      invitation by the Borrower or IR Parent to each Bank to submit Money Market
      Quotes offering to make the Money Market Loans to which such Money Market Quote
      Request relates in accordance with this Section.




(d)  Submission
      and Contents of Money Market Quotes . (i) Each
      Bank may submit a Money Market Quote containing an offer or offers to make
      Money
      Market Loans in response to any Invitation for Money Market Quotes. Each Money
      Market Quote must comply with the requirements of this subsection (d) and must
      be submitted to the Administrative Agent by facsimile transmission at its
      offices specified in or pursuant to Section 9.1 not later than (x) 9:30 A.M.
      (New York City time or London time, as applicable) on the third Euro-Currency
      Business Day prior to the proposed date of Borrowing, in the case of a LIBOR
      Auction or (y) 9:30 A.M. (New York City time or London time, as applicable)
      on
      the first Euro-Currency Business Day prior to the proposed date of Borrowing,
      in
      the case of an Absolute Rate Auction (or, in either case, such other time or
      date as the Borrower or IR Parent and the Administrative Agent shall have
      mutually agreed and shall have notified to the Banks not later than the date
      of
      the Money Market Quote Request for the first LIBOR Auction or Absolute Rate
      Auction for which such change is to be effective); provided that
      Money Market Quotes submitted by the Administrative Agent (or any affiliate
      of
      the Administrative Agent) in the capacity of a Bank may be submitted, and may
      only be submitted, if the Administrative Agent or such affiliate notifies the
      Borrower or IR Parent of the terms of the offer or offers contained therein
      not
      later than 15 minutes prior to the deadline for the other Banks. Subject to
      Articles III and VI, any Money Market Quote so made shall be irrevocable except
      with the written consent of the Administrative Agent given on the instructions
      of the Borrower or IR Parent.




18




(ii)  Each
      Money Market Quote shall be in substantially the form of Exhibit D hereto and
      shall in any case specify:




(A)  the
      proposed date of Borrowing,




(B)  the
      principal amount of the Money Market Loan for which each such offer is being
      made, which principal amount (w) may be greater than or less than the Commitment
      of the quoting Bank, (x) must be $10,000,000 (or the Foreign Currency Equivalent
      thereof, in the case of Money Market Loans to be denominated in a Foreign
      Currency) or a larger multiple of $1,000,000 (or the Foreign Currency Equivalent
      thereof, in the case of Money Market Loans to be denominated in a Foreign
      Currency), (y) may not exceed the principal amount of Money Market Loans for
      which offers were requested and (z) may be subject to an aggregate limitation
      as
      to the principal amount of Money Market Loans for which offers being made by
      such quoting Bank may be accepted,




(C)  in
      the
      case of a LIBOR Auction, the margin above or below the applicable London
      Interbank Offered Rate (the “Money Market Margin”) offered for each such Money
      Market Loan, expressed as a percentage (specified to the nearest 1/10,000th
      of
      1%) to be added to or subtracted from such base rate,




(D)  in
      the
      case of an Absolute Rate Auction, the rate of interest per annum (specified
      to
      the nearest 1/10,000th of 1%) (the “Money Market Absolute Rate”) offered for
      each such Money Market Loan, and




(E)  the
      identity of the quoting Bank.




A
      Money
      Market Quote may set forth up to five separate offers by the quoting Bank with
      respect to each Interest Period specified in the related Invitation for Money
      Market Quotes.




(iii)  Any
      Money
      Market Quote shall be disregarded if it:




(A)  is
      not
      substantially in conformity with Exhibit D hereto or does not specify all of
      the
      information required by subsection (d)(ii);




(B)  contains
      qualifying, conditional or similar language;




(C)  proposes
      terms other than or in addition to those set forth in the applicable Invitation
      for Money Market Quotes; or




(D)  arrives
      after the time set forth in subsection (d)(i).




(e)  Notice
      to Borrower .
      The
      Administrative Agent shall promptly notify the Borrower or IR Parent of the
      terms (x) of any Money Market Quote submitted by a Bank that is in accordance
      with subsection (d) and (y) of any Money Market Quote that amends, modifies
      or
      is otherwise inconsistent with a previous Money Market Quote submitted by such
      Bank with respect to the same Money Market Quote Request. Any such subsequent
      Money Market Quote shall be disregarded by the Administrative Agent unless
      such
      subsequent Money Market Quote is submitted solely to correct a manifest error
      in
      such former Money Market Quote. The Administrative Agent’s notice to the
      Borrower or IR Parent shall specify (A) the aggregate principal amount of Money
      Market Loans for which offers have been received for each Interest Period
      specified in the related Money Market Quote Request, (B) the respective
      principal amounts and Money Market Margins or Money Market Absolute Rates,
      as
      the case may be, so offered and (C) if applicable, limitations on the aggregate
      principal amount of Money Market Loans for which offers in any single Money
      Market Quote may be accepted.




19




(f)  Acceptance
      and Notice by Borrower .
      Not
      later than 11:30 A.M. (New York City time or London time, as applicable) on
      (x)
      the third Euro-Currency Business Day prior to the proposed date of Borrowing,
      in
      the case of a LIBOR Auction or (y) the proposed date of Borrowing, in the case
      of an Absolute Rate Auction (or, in either case, such other time or date as
      the
      Borrower or IR Parent and the Administrative Agent shall have mutually agreed
      and shall have notified to the Banks not later than the date of the Money Market
      Quote Request for the first LIBOR Auction or Absolute Rate Auction for which
      such change is to be effective), the Borrower or IR Parent shall notify the
      Administrative Agent of its acceptance or non-acceptance of the offers so
      notified to it pursuant to subsection (e). In the case of acceptance, such
      notice (a “Notice of Money Market Borrowing”) shall specify the aggregate
      principal amount of offers for each Interest Period that are accepted. The
      Borrower or IR Parent may accept any Money Market Quote in whole or in part; provided that:




(i)  the
      aggregate principal amount of each Money Market Borrowing may not exceed the
      applicable amount set forth in the related Money Market Quote
      Request,




(ii)  the
      principal amount of each Money Market Borrowing must be $10,000,000 (or the
      Foreign Currency Equivalent thereof, in the case of Money Market Loans to be
      denominated in a Foreign Currency) or a larger multiple of $1,000,000 (or the
      Foreign Currency Equivalent thereof, in the case of Money Market Loans to be
      denominated in a Foreign Currency),




(iii)  acceptance
      of offers may only be made on the basis of ascending Money Market Margins or
      Money Market Absolute Rates, as the case may be, and




(iv)  neither
      the Borrower nor IR Parent may accept any offer that is described in subsection
      (d)(iii) or that otherwise fails to comply with the requirements of this
      Agreement (including the requirements of the third sentence of Section
      2.3(a)).




(g)  Allocation
      by Administrative Agent .
      If
      offers are made by two or more Banks with the same Money Market Margins or
      Money
      Market Absolute Rates, as the case may be, for a greater aggregate principal
      amount than the amount in respect of which such offers are accepted for the
      related Interest Period, the principal amount of Money Market Loans in respect
      of which such offers are accepted shall be allocated by the Administrative
      Agent
      among such Banks as nearly as possible (in multiples of $1,000,000 (or the
      Foreign Currency Equivalent thereof, in the case of Money Market Loans to be
      denominated in a Foreign Currency), as the Administrative Agent may deem
      appropriate) in proportion to the aggregate principal amounts of such offers.
      Determinations by the Administrative Agent of the amounts of Money Market Loans
      shall be conclusive in the absence of manifest error.




20




SECTION
      2.4.  Notice to Banks; Funding of Loans .




(a)
      Upon
      receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify
      each Bank of the contents thereof and of such Bank’s share (if any) of such
      Borrowing and such Notice of Borrowing shall not thereafter be revocable by
      the
      Borrower or Additional Borrower, as the case may be.




(b)  Not
      later
      than 12:30 p.m. (New York City time or London time, as applicable) on the date
      of each Borrowing, each Bank participating therein shall (except as provided
      in
      subsection (c) of this Section) make available its share of such Borrowing,
      in
      Federal or other funds immediately available in New York City or in London,
      as
      applicable, to the Administrative Agent at its address specified in or pursuant
      to Section 9.1 (or, in the case of any Borrowing denominated in a Foreign
      Currency, at such other address as the Administrative Agent may specify from
      time to time by written notice to the Borrower and the Banks). Unless the
      Administrative Agent determines that any applicable condition specified in
      Article III has not been satisfied, the Administrative Agent will make the
      funds
      so received from the Banks available in like funds to the Borrower or the
      Additional Borrower, as the case may be, at the Administrative Agent’s aforesaid
      address. If any Bank makes a new Loan hereunder on a day on which the Borrower
      or the Additional Borrower, as the case may be, is to repay all or any part
      of
      an outstanding Loan from such Bank, such Bank shall apply the proceeds of its
      new Loan to make such repayment and only an amount equal to the difference
      (if
      any) between the amount being borrowed and the amount being repaid shall be
      made
      available by such Bank to the Administrative Agent as provided in subsection
      (b), or remitted by the Borrower or the Additional Borrower to the
      Administrative Agent as provided in Section 2.12, as the case may
      be.




(c)  Unless
      the Administrative Agent shall have received notice from a Bank prior to the
      date (or, if a Base Rate Borrowing, the time) of any Borrowing that such Bank
      will not make available to the Administrative Agent such Bank’s share of such
      Borrowing, the Administrative Agent may assume that such Bank has made such
      share available to the Administrative Agent on the date of such Borrowing in
      accordance with subsection (b) of this Section 2.4 and the Administrative Agent
      may, in reliance upon such assumption, make available to the Borrower or the
      Additional Borrower, as the case may be, on such date a corresponding amount.
      If
      and to the extent that such Bank shall not have so made such share available
      to
      the Administrative Agent, such Bank and the Borrower or the Additional Borrower
      severally agree to repay to the Administrative Agent forthwith on demand such
      corresponding amount together with interest thereon, for each day from the
      date
      such amount is made available to the Borrower or the Additional Borrower until
      the date such amount is repaid to the Administrative Agent, at a rate per annum
      equal to (x) in the case of amounts denominated in Dollars, the daily average
      Federal Funds Rate, and (y) in the case of amounts denominated in a Foreign
      Currency, the daily average cost of funding such amount (as determined by the
      Administrative Agent). A certificate of the Administrative Agent submitted
      to
      any Bank with respect to any amounts owing under this paragraph shall be
      conclusive in the absence of manifest error. If such Bank shall repay to the
      Administrative Agent such corresponding amount, such amount so repaid shall
      constitute such Bank’s Loan included in such Borrowing for purposes of this
      Agreement.




21




SECTION
      2.5.  Evidence of Debt . (a)
      Each
      Bank shall maintain in accordance with its usual practice an account or accounts
      evidencing indebtedness of the Borrower or any Additional Borrower to such
      Bank
      resulting from the Loan of such Bank from time to time, including the amounts
      of
      principal and interest payable and paid to such Bank from time to time under
      this Agreement.




(b)  The
      Administrative Agent shall maintain the Register pursuant to subsection 9.6(g),
      and a subaccount therein for each Bank, in which shall be recorded (i) the
      amount of each Loan made hereunder and each Interest Period applicable thereto,
      (ii) the amount of any principal or interest due and payable or to become due
      and payable from the Borrower and any Additional Borrower to each Bank hereunder
      and (iii) both the amount of any sum received by the Administrative Agent
      hereunder from the Borrower or any Additional Borrower and each Bank’s share
      thereof.




(c)  The
      entries made in the Register and the accounts of each Lender maintained pursuant
      to subsection 2.5(b) shall, to the extent permitted by applicable law, be prima  facie evidence
      of the existence and amounts of the obligations of the Borrower and any
      Additional Borrower therein recorded; provided , however ,
      that
      the failure of any Bank or the Administrative Agent to maintain the Register
      or
      any such account, or any error therein, shall not in any manner affect the
      obligation of the Borrower or any Additional Borrower to repay (with applicable
      interest) the Loan made to such Borrower or Additional Borrower by such Bank
      in
      accordance with the terms of this Agreement.




(d)  The
      Borrower and all Additional Borrowers agree that, upon the request to the
      Administrative Agent by any Bank, the Borrower or such Additional Borrower
      will
      execute and deliver to such Bank a single Note of the Borrower or such
      Additional Borrower, as the case may be, evidencing the Loan of such
      Bank.




SECTION
      2.6.  Maturity of Loans . Each
      Loan
      included in any Borrowing shall mature, and the principal amount thereof shall
      be due and payable, on the last day of the Interest Period applicable to such
      Borrowing.




SECTION
      2.7.  Interest Rates . (a)
      Each
      Base Rate Loan shall bear interest on the outstanding principal amount thereof,
      for each day from the date such Loan is made until it becomes due, at a rate
      per
      annum equal to the Base Rate for such day. Such interest shall be payable for
      each Interest Period on the last day thereof. Any overdue principal of or
      interest on any Base Rate Loan shall bear interest, payable on demand, for
      each
      day until paid at a rate per annum equal to the sum of 2% plus the rate
      otherwise applicable to Base Rate Loans for such day.




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




22




The
      “Adjusted London Interbank Offered Rate” applicable to any Interest Period means
      a rate per annum equal to the quotient obtained (rounded upward, if necessary,
      to the next higher 1/100th of 1%) by dividing (i) the applicable London
      Interbank Offered Rate by (ii) 1.0 minus the Euro-Currency Reserve
      Percentage.




The
      “London Interbank Offered Rate” applicable to any Interest Period (other than
      any seven day Interest Period) means the rate appearing on the relevant page
      of
      the Telerate screen (or on any successor or substitute page of such service,
      or
      any successor to or substitute for such service, as determined by the
      Administrative Agent from time to time for purposes of providing quotations
      of
      interest rates applicable to deposits in the Applicable Currency in the London
      interbank market) at approximately 11:00 A.M., London time, two Euro-Currency
      Business Days prior to the commencement of such Interest Period, as the rate
      for
      deposits in the Applicable Currency with a maturity comparable to such Interest
      Period. In the event that such rate is not available at such time for any reason
      or in the case of any seven day Interest Period, and, in any event, in the
      case
      of sterling-denominated Loans, then the “London Interbank Offered Rate” with
      respect to such Interest Period shall be the rate (rounded upwards, if
      necessary, to the next 1/100 of 1%) at which deposits of $5,000,000 (or the
      Foreign Currency Equivalent thereof, in the case of a Foreign Currency) and
      for
      a maturity comparable to such Interest Period are offered by the principal
      London office of the Administrative Agent in immediately available funds in
      the
      London interbank market at approximately 11:00 A.M., London time, two
      Euro-Currency Business Days prior to the commencement of such Interest
      Period.




“Euro-Currency
      Reserve Percentage” means for any day as applied to a Euro-Currency Loan, the
      aggregate (without duplication) of the maximum rates (expressed as a decimal
      fraction) of reserve requirements in effect on such day (including basic,
      supplemental, marginal and emergency reserves under any regulations of the
      Board
      of Governors of the Federal Reserve System of the United States (or any
      successor) (the “Board”) or any other Governmental Authority having jurisdiction
      with respect thereto) dealing with reserve requirements prescribed for
      eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in
      Regulation D of the Board). The Adjusted London Interbank Offered Rate shall
      be
      adjusted automatically on and as of the effective date of any change in the
      Euro-Currency Reserve Percentage. The Banks acknowledge and agree that the
      Euro-Currency Reserve Percentage on the date hereof is 0%.




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




(d)  Each
      Money Market LIBOR Loan shall bear interest on the outstanding principal amount
      thereof, for the Interest Period applicable thereto, at a rate per annum equal
      to the sum of the London Interbank Offered Rate for such Interest Period
      (determined in accordance with Section 2.7(b) as if the related Money Market
      LIBOR Borrowing were a Committed Euro-Currency Borrowing) plus (or minus) the
      Money Market Margin quoted by the Bank making such Loan in accordance with
      Section 2.3. Each Money Market Absolute Rate Loan shall bear interest on the
      outstanding principal amount thereof, for the Interest Period applicable
      thereto, at a rate per annum equal to the Money Market Absolute Rate quoted
      by
      the Bank making such Loan in accordance with Section 2.3. Such interest shall
      be
      payable for each Interest Period on the last day thereof and, if such Interest
      Period is longer than three months, at intervals of three months after the
      first
      day thereof. Any overdue principal of or interest on any Money Market Loan
      shall
      bear interest, payable on demand, for each day until paid at a rate per annum
      equal to the sum of 2% plus the Prime Rate for such day.




23




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




(f)  Each
      of
“Euro-Currency Margin”, “Facility Fee Rate” and “Participation Fee Rate” means,
      for any day, the percentage set forth below in the row opposite such term and
      in
      the column corresponding to the “Level” status in existence on such
      day:




Level
                I
              Status
            Level
                II
              Status
            Level
                III
              Status
            Level
                IV
              Status
            Level
                V
              Status
            Level
                VI
              StatusEuro-Currency
                Margin
            .115%
            .135%
            .180%
            .300%
            .500%
            .600%Facility
                Fee Rate
            .060%
            .065%
            .070%
            .100%
            .125%
            .150%Participation
                Fee Rate
            .215%
            .235%
            .280%
            .400%
            .600%
            .700%




; provided that,
      (i) if the Borrower’s or IR Parent’s (if IR Parent has a higher rating as of
      such date) lower rating is two or more Levels lower than the Borrower’s or IR
      Parent’s (if IR Parent has a higher rating as of such date) higher rating, the
      Euro-Currency Margin, Facility Fee Rate and Participation Fee Rate shall be
      determined by reference to the Level corresponding to the rating which is one
      above the lower of the two ratings, (ii) if only one rating exists, the Borrower
      or IR Parent (if IR Parent has a higher rating as of such date) may have its
      debt rated by a substitute nationally-recognized rating agency reasonably
      acceptable to the Administrative Agent; until the issuance of such rating,
      the
      Euro-Currency Margin, Facility Fee Rate and Participation Fee Rate shall be
      determined by reference to the Level with the rating which is one Level lower
      than the Level corresponding to the available rating, and (iii) if any rating
      shall be changed (other than as a result of a change in the rating system of
      the
      applicable rating agency), such change shall be effective as of the date on
      which it is first announced by the rating agency making such change. Each such
      change in the Euro-Currency Margin, Facility Fee Rate or Participation Fee
      Rate
      shall apply to all outstanding Euro-Currency Loans and to all facility fees
      and
      participation fees accruing during the period commencing on the effective date
      of such change and ending on the date immediately preceding the effective date
      of the next such change. If the rating system of any rating agency shall change,
      the parties hereto shall negotiate in good faith to amend the references to
      specific ratings in this definition to reflect such changed rating
      system.




SECTION
      2.8.  Facility Fee ;
      Utilization Fee; Participation Fee . (a)  The
      Borrower shall pay to the Administrative Agent for the account of the Banks
      ratably in proportion to their Commitments a facility fee at the Facility Fee
      Rate. Such facility fee shall accrue (i) from and including the date of receipt
      by the Administrative Agent of counterparts of this Agreement duly executed
      by
      all the parties hereto to but excluding the Termination Date (or earlier date
      of
      termination of the Commitments in their entirety), on the daily aggregate amount
      of the Commitments (whether used or unused) and (ii) from and including the
      Termination Date or such earlier date of termination to but excluding the date
      the Loans shall be repaid in their entirety, on the daily aggregate outstanding
      principal amount of the Loans. Accrued fees under this Section shall be payable
      quarterly in arrears on each March 31, June 30, September 30 and December 31,
      and upon the date of termination of the Commitments in their entirety (and,
      if
      later, the date the Loans shall be repaid in their entirety).




24




(b)  The
      Borrower shall pay to the Administrative Agent for the account of the Banks
      ratably in proportion to their Commitments a utilization fee equal to 0.10%
      per
      annum on the outstanding Loans for each day on which the Revolving Exposure
      outstanding exceed 50% of the aggregate Commitments on such day (or, if such
      day
      is after the Termination Date (or earlier date of termination of the Commitments
      in their entirety), the aggregate Commitments on the Termination Date (or such
      earlier date of termination)).




(c)  The
      Borrower agrees to pay (i) to the Administrative Agent for the account of each
      bank a participation fee with respect to its participations in Letters of
      Credit, which shall accrue at the Participation Fee Rate on the average daily
      amount of such Bank’s LC Exposure during the period from and including the
      Effective Date to but excluding the later of the date on which such Bank's
      Commitment terminates and the date on which such Bank ceases to have any LC
      Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at
      the
      rate or rates per annum separately agreed upon between the Borrower and the
      Issuing Bank on the average daily amount of the LC Exposure (excluding any
      portion thereof attributable to unreimbursed LC Disbursements) during the period
      from and including the Effective Date to but excluding the later of the date
      of
      termination of the Commitments and the date on which there ceases to be any
      LC
      Exposure, as well as the Issuing Bank's standard fees with respect to the
      issuance, amendment, renewal or extension of any Letter of Credit or processing
      of drawings thereunder. Participation fees and fronting fees accrued through
      and
      including the last day of March, June, September and December of each year
      shall
      be payable on the third Domestic Business Day following such last day,
      commencing on the first such date to occur after the Effective Date; provided that all
      such fees shall be payable on the date on which the Commitments terminate and
      any such fees accruing after the date on which the Commitments terminate shall
      be payable on demand. Any other fees payable to the Issuing Bank pursuant to
      this paragraph shall be payable within 10 days after demand. All participation
      fees and fronting fees shall be computed on the basis of a year of 360 days
      and
      shall be payable for the actual number of days elapsed (including the first
      day
      but excluding the last day).




SECTION
      2.9.  Optional Termination or Reduction of Commitments . During
      the Availability Period, the Borrower may, upon at least three Domestic Business
      Days’ notice to the Administrative Agent (which shall give prompt notice thereof
      to each Bank), (i) terminate the Commitments at any time, if no Loans are
      outstanding at such time or (ii) ratably reduce from time to time by an
      aggregate amount of $25,000,000 (or the Foreign Currency Equivalent thereof,
      in
      the case of Euro Loans) or any multiple of $5,000,000 (or the Foreign Currency
      Equivalent thereof, in the case of Euro Loans) in excess thereof, the aggregate
      amount of the Commitments in excess of the aggregate outstanding principal
      amount of the Loans. Any termination or reduction of the Commitments shall
      be
      permanent.




25




SECTION
      2.10. Mandatory Termination of Commitments ;
      Mandatory Prepayments . (a) Mandatory
      Termination of Commitments .
      The
      Commitments shall terminate on the Termination Date, and any Loans then
      outstanding (together with accrued interest thereon) shall be due and payable
      on
      such date.




(b)  Mandatory
      Prepayments .
      If, on
      any day, the Dollar Equivalent of Revolving Exposure exceeds the aggregate
      Commitments on such date, the Borrower and any Additional Borrowers shall,
      within five Euro-Currency Business Days, prepay sufficient outstanding Loans
      in
      an aggregate principal amount (together with interest accrued to the date of
      such prepayment on the principal so prepaid and any amounts payable under
      Section 2.13 in connection therewith) such that, after giving effect thereto,
      the Dollar Equivalent of Revolving Exposure does not exceed the aggregate
      Commitments on such date.




SECTION
      2.11.  Optional Prepayments . (a)
      The
      Borrower or any Additional Borrower may (i) upon at least one Domestic Business
      Day’s notice to the Administrative Agent, prepay any Base Rate Borrowing (or any
      Money Market Borrowing bearing interest at the Base Rate pursuant to Section
      8.1) and (ii) upon at least three Euro-Currency Business Days’ notice to the
      Administrative Agent, subject to Section 2.13, prepay any Euro-Currency
      Borrowing, in whole at any time, or from time to time in part, by paying the
      principal amount to be prepaid together with accrued interest thereon to the
      date of prepayment; provided that any
      such partial prepayment shall be in the amount of $25,000,000 (or the Foreign
      Currency Equivalent thereof, in the case of Foreign Currency Loans) or any
      multiple of $5,000,000 (or the Foreign Currency Equivalent thereof, in the
      case
      of Foreign Currency Loans) in excess thereof. Each such optional prepayment
      shall be applied to prepay ratably the Loans of the several Banks included
      in
      such Borrowing.




(b)  Except
      as
      provided in clause (i) of Section 2.11(a), the Borrower and any Additional
      Borrowers may not prepay all or any portion of the principal amount of any
      Money
      Market Loan prior to the maturity thereof.




(c)  Upon
      receipt of a notice of prepayment pursuant to this Section, the Administrative
      Agent shall promptly notify each Bank of the contents thereof and of such Bank’s
      ratable share (if any) of such prepayment and such notice shall not thereafter
      be revocable by the Borrower or the Additional Borrower, as the case may
      be.




SECTION
      2.12. General Provisions as to Payments . (a)  The
      Borrower and any Additional Borrower, as applicable, shall make each payment
      of
      principal or interest on the Loans and of fees hereunder, without set-off,
      counterclaim or deduction of any kind, not later than 12:00 Noon (New York
      City
      time) on the date when due, in Federal or other funds immediately available
      in
      New York City, to the Administrative Agent at its New York address referred
      to
      in Section 9.1, provided that any
      such payments made in respect of Euro Loans or other Loans denominated in a
      Foreign Currency shall be made not later than 12:00 Noon (London time) on the
      date when due, in funds immediately available in London, to the Administrative
      Agent at its London address referred to in Section 9.1. The Administrative
      Agent
      will promptly distribute to each Bank its ratable share of each such payment
      received by the Administrative Agent for the account of the Banks. Whenever
      any
      payment of principal of, or interest on, the Domestic Loans or of fees shall
      be
      due on a day which is not a Domestic Business Day, the date for payment thereof
      shall be extended to the next succeeding Domestic Business Day. Whenever any
      payment of principal of, or interest on, the Euro-Currency Loans shall be due
      on
      a day which is not a Euro-Currency Business Day, the date for payment thereof
      shall be extended to the next succeeding Euro-Currency Business Day unless
      such
      Euro-Currency Business Day falls in another calendar month, in which case the
      date for payment thereof shall be the next preceding Euro-Currency Business
      Day.
      Whenever any payment of principal of, or interest on, the Money Market Loans
      shall be due on a day which is not a Euro-Currency Business Day, the date for
      payment thereof shall be extended to the next succeeding Euro-Currency Business
      Day, provided that in
      the case of Money Market Loans denominated in Dollars, whenever any payment
      of
      principal of, or interest on, such Dollar-denominated Money Market Loans shall
      be due on a day which is not a Domestic Business Day, the date for payment
      thereof shall be extended to the next succeeding Domestic Business Day. If
      the
      date for any payment of principal is extended by operation of law or otherwise,
      interest thereon shall be payable for such extended time.




26




(b)  Unless
      the Administrative Agent shall have received notice from the Borrower or the
      relevant Additional Borrower prior to the date on which any payment is due
      to
      the Banks hereunder that the Borrower or such Additional Borrower will not
      make
      such payment in full, the Administrative Agent may assume that the Borrower
      or
      such Additional Borrower has made such payment in full to the Administrative
      Agent on such date and the Administrative Agent may, in reliance upon such
      assumption, cause to be distributed to each Bank on such due date an amount
      equal to the amount then due such Bank. If and to the extent that the Borrower
      or such Additional Borrower shall not have so made such payment, each Bank
      shall
      repay to the Administrative Agent forthwith on demand such amount distributed
      to
      such Bank together with interest thereon, for each day from the date such amount
      is distributed to such Bank until the date such Bank repays such amount to
      the
      Administrative Agent, at a rate per annum equal to (x) in the case of amounts
      denominated in Dollars, the daily average Federal Funds Rate, and (y) in the
      case of amounts denominated in a Foreign Currency, the daily average cost of
      funding such amount (as determined by the Administrative Agent).




SECTION
      2.13.  Funding Losses . If
      the
      Borrower or any Additional Borrower makes any payment of principal with respect
      to any Fixed Rate Loan (pursuant to Section 2.11, Article VI or VIII or
      otherwise, but not pursuant to Section 8.2) on any day other than the last
      day
      of the Interest Period applicable thereto, if the Borrower or any Additional
      Borrower fails to borrow any Fixed Rate Loans after notice has been given to
      any
      Bank in accordance with Section 2.4(a) or if the Borrower or any Additional
      Borrower fails to prepay any Fixed Rate Loans after notice has been given to
      any
      Bank in accordance with Section 2.11(c), the Borrower or such Additional
      Borrower shall reimburse each Bank within 30 days after demand for any resulting
      loss or expense incurred by it (or by an existing or prospective Participant
      in
      the related Loan), including (without limitation) any loss incurred in
      obtaining, liquidating or employing deposits from third parties, but excluding
      loss of margin for the period after any such payment or failure to borrow or
      prepay, provided that
      such Bank shall have delivered to the Borrower or such Additional Borrower
      a
      certificate setting forth the calculation of the amount of such loss or expense,
      which certificate shall be conclusive in the absence of manifest
      error.




27


SECTION
      2.14.  Computation of Interest and Fees . Interest
      based on the Prime Rate and interest and fees based on amounts denominated
      in
      English pounds sterling hereunder shall be computed on the basis of a year
      of
      365 days (or 366 days in a leap year) and paid for the actual number of days
      elapsed (including the first day but excluding the last day). All other interest
      and fees shall be computed on the basis of a year of 360 days and paid for
      the
      actual number of days elapsed (including the first day but excluding the last
      day).




SECTION
      2.15.  Withholding Tax Exemption . On
      or
      prior to the Effective Date, each Bank that is not incorporated under the laws
      of the United States of America or a state thereof agrees that it will deliver
      to each of the Borrower and the Administrative Agent two duly completed copies
      of United States Internal Revenue Service Form W-8BEN or W-8ECI (or a successor
      form), certifying in either case that such Bank is entitled to receive payments
      under this Agreement and the Notes from each US Borrower at the time of such
      delivery without deduction or withholding of any United States federal income
      taxes. Each Bank which so delivers a Form W-8BEN or W-8ECI (or a successor
      form)
      further undertakes to deliver to each of the Borrower and the Administrative
      Agent two additional copies of such form (or a successor form) on or before
      the
      date that such form expires or becomes obsolete or after the occurrence of
      any
      event requiring a change in the most recent form so delivered by it, and such
      amendments thereto or extensions or renewals thereof as may be reasonably
      requested by any US Borrower or the Administrative Agent, in each case
      certifying that such Bank is entitled to receive payments under this Agreement
      and the Notes from each US Borrower at the time of such delivery without
      deduction or withholding of any United States federal income taxes, unless
      an
      event (including, without limitation, any change in treaty, law or regulation)
      has occurred prior to the date on which any such delivery would otherwise be
      required which renders all such forms inapplicable or which would prevent such
      Bank from duly completing and delivering any such form with respect to it and
      such Bank advises each of the Borrower and the Administrative Agent that it
      is
      not capable of receiving payments without any deduction or withholding of United
      States federal income tax.




SECTION
      2.16.  Additional Borrowers .




(a)  The
      Borrower hereby designates IR Parent as an Additional Borrower.




(b)  On
      or
      after the Effective Date, the Borrower may designate any wholly owned Subsidiary
      of IR Parent or any wholly owned Subsidiary of the Borrower as an Additional
      Borrower by delivery to the Administrative Agent, at least five Domestic
      Business Days in the case of a domestic Subsidiary and ten Domestic Business
      Days, in the case of a foreign Subsidiary of (i) an Additional Borrower
      Agreement executed by such Subsidiary, IR Parent and the Borrower, substantially
      in the form of Exhibit G hereto (each, an “ Additional
      Borrower Agreement ”)
      and
      (ii) a favorable written opinion (addressed to the Administrative Agent and
      the
      Banks) of counsel of such Subsidiary or Subsidiaries (which opinion shall be
      reasonably satisfactory to the Administrative Agent). Upon delivery of the
      above-mentioned documents, such Subsidiary shall for all purposes of this
      Agreement be an Additional Borrower and a party to this Agreement. Promptly
      following receipt of any Additional Borrower Agreement, the Administrative
      Agent
      shall send a copy thereof to each Bank.




28




SECTION
      2.17.  Additional Borrower Costs .




(a)  If
      the cost to any Bank of making or maintaining any Loan to an Additional Borrower
      is increased, or the amount of any sum received or receivable by any Bank (or
      its
      Applicable Lending Office) is
      reduced, by an amount deemed by such Bank to be material, by reason of the
      fact
      that such Additional Borrower is organized under the laws of, or principally
      conducts its business in, a jurisdiction or jurisdictions outside the United
      States of America, the Borrower and such Additional Borrower shall indemnify
      such Bank for such increased cost or reduction within 15 days after demand
      by
      such Bank (with a copy to the Administrative Agent). A certificate of such
      Bank
      claiming compensation under this subsection (a) and setting forth the additional
      amount or amounts to be paid to it hereunder, together with calculations in
      reasonable detail supporting such amounts, shall be conclusive in the absence
      of
      clearly demonstrable error. No such compensation may be claimed (x) in respect
      of any Committed Loan for any period prior to the date 90 days before the date
      of notice by such Bank to the Borrower of its intention to make claims therefore
      or (y) to the extent such Bank was aware of such cost or reduction at the time
      the related Loan was made.




(b)  Each
      Bank
      will promptly notify the Borrower and the Administrative Agent of any event
      of
      which it has knowledge that will entitle such Bank to additional interest or
      payments pursuant to the foregoing subsection (a) and will
      designate a different Applicable Lending Office, if, in the judgment of such
      Bank, such designation will avoid the need for, or reduce the amount of, such
      compensation and will not be otherwise disadvantageous to such Bank .




SECTION
      2.18.  Letters of Credit. (a)  General .
      Subject
      to the terms and conditions set forth herein, the Borrower or any Additional
      Borrower may request the issuance of Letters of Credit for its own account,
      in a
      form reasonably acceptable to the Administrative Agent and the Issuing Bank,
      at
      any time and from time to time during the Availability Period. In the event
      of
      any inconsistency between the terms and conditions of this Agreement and the
      terms and conditions of any form of letter of credit application or other
      agreement submitted by the Borrower or any Additional Borrower to, or entered
      into by the Borrower or any Additional Borrower with, the Issuing Bank relating
      to any Letter of Credit, the terms and conditions of this Agreement shall
      control.




(b)  Notice
      of Issuance, Amendment, Renewal, Extension; Certain Conditions. To
      request the issuance of a Letter of Credit (or the amendment, renewal or
      extension of an outstanding Letter of Credit), the Borrower or any Additional
      Borrower shall hand deliver or telecopy (or transmit by electronic
      communication, if arrangements for doing so have been approved by the Issuing
      Bank) to the Issuing Bank and the Administrative Agent (reasonably in advance
      of
      the requested date of issuance, amendment, renewal or extension) a notice
      requesting the issuance of a Letter of Credit, or identifying the Letter of
      Credit to be amended, renewed or extended, and specifying the date of issuance,
      amendment, renewal or extension (which shall be a Domestic Business Day), the
      date on which such Letter of Credit is to expire (which shall comply with
      paragraph (c) of this Section), the amount of such Letter of Credit, the
      name and address of the beneficiary thereof and such other information as shall
      be necessary to prepare, amend, renew or extend such Letter of Credit. If
      requested by the Issuing Bank, the Borrower or such Additional Borrower also
      shall submit a letter of credit application on the Issuing Bank's standard
      form
      in connection with any request for a Letter of Credit. A Letter of Credit shall
      be issued, amended, renewed or extended only if (and upon issuance, amendment,
      renewal or extension of each Letter of Credit the Borrower or such Additional
      Borrower shall be deemed to represent and warrant that), after giving effect
      to
      such issuance, amendment, renewal or extension (i) the LC Exposure shall
      not exceed $400,000,000 and (ii) the sum of the total Loans plus the LC
      Exposure shall not exceed the total Commitments. The Issuing Bank shall not
      issue, amend, renew or extend a Letter of Credit if notice has been given to
      such Issuing Bank by the Administrative Agent or the Required Banks that a
      Default or Event of Default has occurred and is continuing. The Issuing Bank
      shall provide to the Administrative Agent and, in turn, the Administrative
      Agent
      shall provide to the Banks a monthly update, in accordance with customary
      practices, of total LC Exposures, it being understood that the obligations
      of
      the Banks shall not be subject to the receipt of such update.




29




(c)  Expiration
      Date. Each
      Letter of Credit shall expire at or prior to the earlier of (i) one year after
      the date of issuance and (ii) the close of business on the date that is five
      Domestic Business Days prior to the Termination Date.




(d)  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 Issuing
      Bank or the Banks, the Issuing Bank hereby grants to each Bank, and each Bank
      hereby acquires from the Issuing Bank, a participation in such Letter of Credit
      equal to such Bank's Applicable Percentage of the aggregate amount available
      to
      be drawn under such Letter of Credit. In consideration and in furtherance of
      the
      foregoing, each Bank hereby absolutely and unconditionally agrees to pay to
      the
      Administrative Agent, for the account of the Issuing Bank, such Bank's
      Applicable Percentage of each LC Disbursement made by the Issuing Bank and
      not
      reimbursed by the Borrower or any Additional Borrower, as applicable, on the
      date due as provided in paragraph (e) of this Section, or of any reimbursement
      payment required to be refunded to the Borrower or any Additional Borrower
      for
      any reason. Each Bank acknowledges and agrees that its obligation to acquire
      participations pursuant to this paragraph in respect of Letters of Credit is
      absolute and unconditional and shall not be affected by any circumstance
      whatsoever, including any amendment, renewal or extension of any Letter of
      Credit or the occurrence and continuance of a Default or reduction or
      termination of the Commitments, and that each such payment shall be made without
      any offset, abatement, withholding or reduction whatsoever.




(e)  Reimbursement. If the
      Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit,
      the Borrower or any Additional Borrower, as applicable, shall reimburse such
      LC
      Disbursement by paying to the Administrative Agent an amount equal to such
      LC
      Disbursement not later than 12:00 noon, New York City time, on the Domestic
      Business Day immediately following the Domestic Business Day that such LC
      Disbursement is made (the “ Disbursement
      Date ”),
      if
      the Borrower or such Applicable Borrower shall have received notice of such
      LC
      Disbursement prior to 3:00 p.m., New York City time, on the Disbursement Date,
      or, if such notice has not been received by the Borrower or such Additional
      Borrower prior to such time on such date, then not later than 12:00 noon, New
      York City time, on (i) the Domestic Business Day immediately following the
      Domestic Business Day that the Borrower or such Additional Borrower, as
      applicable, receives such notice, if such notice is received prior to 3:00
      p.m.,
      New York City time, on the day of receipt, or (ii) within two Domestic Business
      Days immediately following the day that the Borrower or such Additional Borrower
      receives such notice, if such notice is not received prior to 3:00 p.m., New
      York City time, on the day of receipt; provided that, if
      such LC Disbursement is not less than $10,000,000, the Borrower or such
      Additional Borrower may, subject to the conditions to borrowing set forth
      herein, request in accordance with Section 2.3 or 2.4 that such payment be
      financed with a Domestic Loan, Euro-Currency Loan or Money Market Loan in an
      equivalent amount and, to the extent so financed, the Borrower's or such
      Additional Borrower’s obligation to make such payment shall be discharged and
      replaced by the resulting Domestic Loan, Euro-Currency Loan or Money Market
      Loan. If the Borrower or any Additional Borrower fails to make such payment
      when
      due, the Administrative Agent shall notify each Bank of the applicable LC
      Disbursement, the payment then due from the Borrower or any Additional Borrower
      in respect thereof and such Bank's Applicable Percentage thereof. Promptly
      following receipt of such notice, each Bank shall pay to the Administrative
      Agent its Applicable Percentage of the payment then due from the Borrower or
      any
      Additional Borrower, in the same manner as provided in Section 2.4 with
      respect to Loans made by such Bank (and Section 2.4 shall apply, mutatis  mutandis ,
      to the
      payment obligations of the Banks), and the Administrative Agent shall promptly
      pay to the Issuing Bank the amounts so received by it from the Banks. Promptly
      following receipt by the Administrative Agent of any payment from the Borrower
      or any Additional Borrower pursuant to this paragraph, the Administrative Agent
      shall distribute such payment to the Issuing Bank or, to the extent that Banks
      have made payments pursuant to this paragraph to reimburse the Issuing Bank,
      then to such Banks and the Issuing Bank as their interests may appear. Any
      payment made by a Bank pursuant to this paragraph to reimburse the Issuing
      Bank
      for any LC Disbursement (other than the funding of a Domestic Loan,
      Euro-Currency Loan or Money Market Loan as contemplated above) shall not
      constitute a Loan and shall not relieve the Borrower or any Additional Borrower
      of its obligation to reimburse such LC Disbursement.




30




(f)  Obligations
      Absolute .
      The
      Borrower's or Additional Borrower’s, as applicable, obligation to reimburse LC
      Disbursements as provided in paragraph (e) of this Section shall be
      absolute, unconditional and irrevocable, and shall be performed strictly in
      accordance with the terms of this Agreement under any and all circumstances
      whatsoever and irrespective of (i) any lack of validity or enforceability of
      any
      Letter of Credit or this Agreement, or any term or provision therein, (ii)
      any
      draft or 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, (iii) payment by the Issuing Bank under a Letter
      of
      Credit against presentation of a draft or other document that does not comply
      with the terms of such Letter of Credit, or (iv) any other event or circumstance
      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,
      or
      provide a right of setoff against, the Borrower's or any Additional Borrower’s
      obligations hereunder. Neither the Administrative Agent, the Banks nor the
      Issuing Bank, nor any of their Related Parties, 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
      (irrespective of any of the circumstances referred to in the preceding
      sentence), 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 Issuing Bank; provided that the
      foregoing shall not be construed to excuse the Issuing Bank from liability
      to
      the Borrower or any Additional Borrower to the extent of any direct damages
      (as
      opposed to consequential damages, claims in respect of which are hereby waived
      by the Borrower and any Additional Borrower to the extent permitted by
      applicable law) suffered by the Borrower or any Additional Borrower that are
      caused by the 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. The parties hereto expressly agree that, in the absence of gross
      negligence or wilful misconduct on the part of the Issuing Bank (as finally
      determined by a court of competent jurisdiction), the 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, the Issuing Bank
      may, in its sole discretion, either accept and make payment upon such documents
      without responsibility for further investigation, regardless of any notice
      or
      information to the contrary, 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.




31




(g)  Disbursement
      Procedures. The
      Issuing Bank shall, promptly following its receipt thereof, examine all
      documents purporting to represent a demand for payment under a Letter of Credit.
      The Issuing Bank shall promptly notify the Administrative Agent and the Borrower
      or such Additional Borrower, as applicable, by telephone (confirmed by telecopy)
      of such demand for payment and whether the Issuing Bank has made or will make
      an
      LC Disbursement thereunder; provided that any
      failure to give or delay in giving such notice shall not relieve the Borrower
      or
      any Additional Borrower of its obligation to reimburse the Issuing Bank and
      the
      Banks with respect to any such LC Disbursement.




(h)  Interim
      Interest. If the
      Issuing Bank shall make any LC Disbursement, then, unless the Borrower or any
      Additional Borrower, as applicable, shall reimburse such LC Disbursement in
      full
      on the date such LC Disbursement is made, the unpaid amount thereof shall bear
      interest, for each day from and including the date such LC Disbursement is
      made
      to but excluding the date that the Borrower or such Additional Borrower
      reimburses such LC Disbursement, at the rate per annum then applicable to
      Domestic Loans; provided that, if
      the Borrower or such Additional Borrower, as applicable, fails to reimburse
      such
      LC Disbursement when due pursuant to paragraph (e) of this Section, then
      the third sentence of Section 2.7(a) shall apply. Interest accrued pursuant
      to
      this paragraph shall be for the account of the Issuing Bank, except that
      interest accrued on and after the date of payment by any Bank pursuant to
      paragraph (e) of this Section to reimburse the Issuing Bank shall be for the
      account of such Bank to the extent of such payment.




(i)  Cash
      Collateralization. If any
      Event of Default shall occur and be continuing, on the Domestic Business Day
      that the Borrower or any Additional Borrower receives notice from the
      Administrative Agent or the Required Banks (or, if the maturity of the Loans
      has
      been accelerated, Banks with LC Exposure representing greater than 51% of the
      total LC Exposure) demanding the deposit of cash collateral pursuant to this
      paragraph, the Borrower or such Additional Borrower shall deposit in an account
      with the Administrative Agent, in the name of the Administrative Agent and
      for
      the benefit of the Banks, an amount in cash equal to the LC Exposure as of
      such
      date plus any accrued and unpaid interest thereon; provided that the
      obligation to deposit such cash collateral shall become effective immediately,
      and such deposit shall become immediately due and payable, without demand or
      other notice of any kind, upon the occurrence of any Event of Default with
      respect to the Borrower or such Additional Borrower described in clause (f)
      or (g) of Section 6.1. Such deposit shall be held by the Administrative Agent
      as
      collateral for the payment and performance of the obligations of the Borrower
      or
      such Additional Borrower under this Agreement. The Administrative Agent shall
      have exclusive dominion and control, including the exclusive right of
      withdrawal, over such account. Other than any interest earned on the investment
      of such deposits, which investments shall be made in Permitted Investments
      at
      the Borrower's or such Additional Borrower’s risk and expense, such deposits
      shall not bear interest. Interest or profits, if any, on such investments shall
      accumulate in such account. Moneys in such account shall be applied by the
      Administrative Agent to reimburse the Issuing Bank for LC Disbursements for
      which it has not been reimbursed and, to the extent not so applied, shall be
      held for the satisfaction of the reimbursement obligations of the Borrower
      or
      such Additional Borrower for the LC Exposure at such time or, if the maturity
      of
      the Loans has been accelerated (but subject to the consent of Banks with LC
      Exposure representing greater than 51% of the total LC Exposure), be applied
      to
      satisfy other obligations of the Borrower under this Agreement. If the Borrower
      or any Additional Borrower is required to provide an amount of cash collateral
      hereunder as a result of the occurrence of an Event of Default, such amount
      (to
      the extent not applied as aforesaid) shall be returned to the Borrower or such
      Additional Borrower within three Domestic Business Days after all Events of
      Default have been cured or waived.




32




SECTION
      2.19.  Optional Commitment Increase.




(a)  The
      Borrower shall have the right at any time and from time to time to increase
      the
      total Commitments in an aggregate amount not to exceed $750,000,000 (i) to
      the
      extent insufficient Commitments are available from such existing Banks, by
      requesting that one or more banks or other financial institutions not a party
      to
      this Agreement become a Bank hereunder and (ii) by requesting that any Bank
      already party to this Agreement increase the amount of such Bank’s Commitment; provided that the
      addition of any bank or financial institution pursuant to clause (i) above
      shall
      be subject to the consent of the Administrative Agent (which consent shall
      not
      be unreasonably withheld); provided , further ,
      that
      the Commitment of any bank or other financial institution pursuant to clause
      (i)
      above shall be in an aggregate principal amount at least equal to
      $10,000,000 ;
      provided , further ,
      that
      the amount of the increase of any Bank’s Commitment pursuant to clause (ii)
      above, when added to the amount of such Bank’s Commitment before the increase,
      shall be in an aggregate principal amount at least equal to
      $10,000,000.




(b)  Any
      additional bank, financial institution or other entity which elects to become
      a
      party to this Agreement and obtain a Commitment pursuant to clause (a)(i) of
      this Section 2.19 shall execute a New Bank Supplement (each, a “ New
      Bank Supplement ”)
      with
      the Borrower and the Administrative Agent, substantially in the form of Exhibit
      H. Upon its receipt of a New Bank Supplement executed by an additional bank,
      financial institution or other entity which elects to become a party to this
      Agreement and obtain a Commitment pursuant to clause (a) of this Section 2.19,
      together with payment to the Administrative Agent of a registration and
      processing fee of $3,500, the Administrative Agent shall (i) promptly
      accept such New Bank Supplement and (ii) record
      the information contained therein in the Register on the effective date
      determined pursuant thereto, whereupon such bank, financial institution or
      other
      entity shall become a Bank for all purposes and to the same extent as if
      originally a party hereto and shall be bound by and entitled to the benefits
      of
      this Agreement. Any increase in the total Commitments pursuant to clause (a)(ii)
      of this Section 2.19 shall be effective only upon the execution and delivery
      to
      the Borrower and the Administrative Agent of a commitment increase supplement
      in
      substantially the form of Exhibit I (a “ Commitment
      Increase Supplement ”),
      which
      Commitment Increase Supplement shall be delivered to the Administrative Agent
      not less than five Domestic Business Days prior to the Commitment Increase
      Date
      and shall specify (i) the amount of any increase in the Commitment of any Bank
      and (ii) the date such increase is to become effective (the “ Commitment
      Increase Date ”).
      In
      addition, such changes as the Administrative Agent determines desirable to
      effectuate the foregoing, including changes to the provision relating to pro
      rata borrowings, payments and other similar treatment of Banks and the
      calculation and payment of interest and fees, shall be deemed authorized by
      the
      Banks and this Agreement shall be deemed amended upon the effectiveness of
      such
      addition of Banks or increase in Commitments, and the Administrative Agent
      may
      require that the Borrower prepay and reborrow any outstanding Loans in
      connection therewith if it determines such action to be desirable to facilitate
      administration under the Agreement.




33




(c)  Any
      increase in the total Commitments pursuant to this Section 2.19 shall not be
      effective unless:




(i)  no
      Default or Event of Default shall have occurred and be continuing on the
      Commitment Increase Date;




(ii)  each
      of
      the representations and warranties made by the Borrower and IR Parent in Article
      IV, or in any certificate delivered pursuant hereto, shall be true and correct
      in all material respects on the Commitment Increase Date with the same effect
      as
      though made on and as of such date, except to the extent such representations
      and warranties expressly relate to an earlier date in which case such
      representations and warranties shall be true and correct in all material
      respects as of such earlier date.




Each
      notice requesting an increase in the total Commitments pursuant to this Section
      2.19 shall constitute a certification to the effect set forth in clauses (i)
      and
      (ii) of this Section 2.19(c).





(d)  No
      Bank
      shall at any time be required to agree to a request of the Borrower to increase
      its Commitment or obligations hereunder.




SECTION
      2.20.  Extension of Termination Date.




(a)  At
      least
      60 days but not more than 90 days prior to the first or second anniversary
      of
      the Closing Date, as the case may be, the Borrower, by written notice to the
      Administrative Agent, may request an extension of the Termination Date in effect
      at such time by one year from its then scheduled expiration. The Administrative
      Agent shall promptly notify each Lender of such request, and each Lender shall
      in turn, in its sole discretion, not later than 30 days prior to the first
      or
      second anniversary of the Closing Date, as applicable, notify the Borrower
      and
      the Administrative Agent in writing as to whether such Lender will consent
      to
      such extension, such notice to be in substantially the form of Exhibit K hereto.
      If any Lender shall fail to notify the Administrative Agent and the Borrower
      in
      writing of its consent to any such request for extension of the Termination
      Date
      at least 30 days prior to the first or second anniversary of the Closing Date,
      as applicable, such Lender shall be deemed to not have consented to such request
      (a “ Non-Consenting
      Lender ”).
      The
      Administrative Agent shall notify the Borrower in writing not later than 15
      days
      prior to the first or second anniversary of the Closing Date, as applicable,
      of
      the decision of the Lenders regarding the Borrower’s request for an extension of
      the Termination Date.




34




(b)  If
      all
      the Lenders consent in writing to any such request in accordance with subsection
      (a) of this Section 2.20, the Termination Date in effect at such time shall,
      effective as at the first or second anniversary of the Closing Date, as the
      case
      may be (the “ Extension
      Date ”),
      be
      extended for one year; provided that on
      each Extension Date, the applicable conditions set forth in Article III shall
      be
      satisfied. If less than all of the Lenders consent in writing to any such
      request in accordance with subsection (a) of this Section 2.20, the Termination
      Date in effect at such time shall, subject to Lenders having more than 65%
      of
      the Commitments consenting to a requested extension in accordance with
      subsection (d) of this Section 2.20 and effective as at the applicable Extension
      Date, be extended as to those Lenders that so consented (each, a “ Consenting
      Lender ”)
      but
      shall not be extended as to any other Lender pursuant to this Section 2.20
      and
      if the Commitments of such Lender is not assumed in accordance with subsection
      (c) of this Section 2.20 on or prior to the applicable Extension Date, the
      Commitment of such Non-Consenting Lender shall automatically terminate in whole
      on such unextended Termination Date without any further notice or other action
      by the Borrower, such Lender or any other Person; provided that
      such Non-Consenting Lender’s rights under Section 2.15, 8.3 and 9.3 and its
      obligations under Section 7.6 shall survive the Termination Date for such Lender
      as to matters occurring prior to such date. It is understood and agreed that
      no
      Lender shall have any obligation whatsoever to agree as to any request made
      by
      the Borrower for any requested extension of the Termination Date.




(c)  The
      Borrower may arrange for one or more Consenting Lenders or other Assignees
      that
      agree to an extension of the Termination Date (an “ Assuming
      Lender ”)
      to
      assume, effective as of the Extension Date, any Non-Consenting Lender’s
      Commitment under this Agreement thereafter arising, without recourse to or
      warranty by, or expense to, such Non-Consenting Lender; provided , however ,
      that
      the amount of the Commitment of any such Assuming Lender as a result of such
      substitution shall in no event be less than $10,000,000 unless the amount of
      the
      Commitment of such Non-Consenting Lender is less than $10,000,000, in which
      case
      such Assuming Lender shall assume all such lesser amount; and provided , further that:




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





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




35





(iii)
      with respect to any such Assuming Lender, the applicable processing and
      recordation fee required under Section 9.6(c) for such assignment shall have
      been paid by the Assuming Lender;





provided , further that
      such Non-Consenting Lender’s rights under Sections 2.17, 8.3 and 9.3, and its
      obligations under Sections 2.15 and 7.6, shall survive such substitution as
      to
      matters occurring prior to the date of substitution. At least three Business
      Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall
      deliver to the Borrower and the Administrative Agent an Assignment and
      Assumption Agreement duly executed by such Assuming Lender, such Non-Consenting
      Lender, the Borrower and the Administrative Agent, (B) any such Consenting
      Lender shall deliver confirmation in writing satisfactory to the Borrower and
      the Administrative Agent as to the increase in the amount of its Commitments
      and
      (C) each Non-Consenting Lender being replaced pursuant to this Section 2.20
      shall deliver to the Administrative Agent any Note or Notes held by such
      Non-Consenting Lender. Upon the payment or prepayment of all amounts referred
      to
      in clause (i), (ii) and (iii) of the immediately preceding sentence, each such
      Consenting Lender or Assuming Lender, as of the Extension Date, will be
      substituted for such Non-Consenting Lender under this Agreement and shall be
      a
      Lender for all purposes of this Agreement, without any further acknowledgment
      by
      or the consent of the other Lenders, and the obligations of each such
      Non-Consenting Lender hereunder shall, by the provisions hereof, be released
      and
      discharged.





(d)  If
      the
      Lenders having more than 65% of the Commitments (after giving effect to any
      assignments pursuant to subsection (c) of this Section 2.20) consent in writing
      to a requested extension (whether by execution or delivery of an Assignment
      and
      Assumption or otherwise) not later than one Domestic Business Day prior to
      such
      Extension Date, the Agent shall so notify the Borrower, and, upon satisfaction
      of the applicable conditions set forth in Article III, the Termination Date
      then
      in effect shall be extended for an additional one-year period as described
      in
      subsection (a) of this Section 2.20, and all references in this Agreement,
      and
      in the Notes, if any, to such “ Termination
      Date ”
shall,
      with respect to each such Consenting Lender and each Assuming Lender for such
      Extension Date, refer to the Termination Date as so extended. Promptly following
      each Extension Date, the Administrative Agent shall notify the Lenders
      (including, without limitation, each Assuming Lender) of the extension of the
      scheduled Termination Date in effect immediately prior thereto and shall
      thereupon record in the Register the relevant information with respect to each
      such Consenting Lender and each such Assuming Lender.







ARTICLE
      III




CONDITIONS




SECTION
      3.1.  Effectiveness. This
      Agreement shall become effective on the date that each of the following
      conditions shall have been satisfied (or waived in accordance with Section
      9.5):




36




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




(b)  receipt
      by the Administrative Agent for the account of each Bank requesting a Note
      of a
      duly executed Note dated on or before the Effective Date complying with the
      provisions of Section 2.5;




(c)  receipt
      by the Administrative Agent of a certificate of the chief financial officer
      or
      the treasurer of the Borrower and IR Parent stating that the representations
      and
      warranties of the Borrower and IR Parent set forth in Article IV hereof are
      true
      in all material respects as of the date of such certificate;




(d)  receipt
      by the Administrative Agent of (i) an opinion of Patricia Nachtigal, Senior
      Vice
      President and General Counsel for the Borrower, substantially in the form of
      Exhibit E hereto and (ii) an opinion of Conyers, Dill & Pearman, counsel to
      IR Parent, substantially in the form of Exhibit J hereto;




(e)  receipt
      by the Administrative Agent of evidence satisfactory to it of (i) the repayment
      in full, not later than the Effective Date, of all loans (if any) outstanding
      under the Existing 5-Year Credit Agreement, together with interest accrued
      thereon to the Effective Date and (ii) the payment of all accrued and unpaid
      facility fees and all other amounts due and payable under the Existing 5-Year
      Credit Agreement for the account of the “Administrative Agents” or the “Banks”
(as defined therein); and




(f)  receipt
      by the Administrative Agent of all documents it may reasonably request relating
      to the existence of the Borrower and IR Parent, the corporate authority for
      and
      the validity of this Agreement and the Notes, and any other matters relevant
      hereto, all in form and substance reasonably satisfactory to the Administrative
      Agent;




provided that
      this Agreement shall not become effective or be binding on any party hereto
      unless all of the foregoing conditions are satisfied not later than September
      30, 2005. The Administrative Agent shall promptly notify the Borrower, IR Parent
      and the Banks of the Effective Date, and such notice shall be conclusive and
      binding on all parties hereto.




SECTION
      3.2.  Borrowings and
      Extension Date . The
      obligation of any Bank to make a Loan on the occasion of any Borrowing or an
      extension of Commitments pursuant to Section 2.20, and of the Issuing Bank
      to
      issue, amend, renew or extend any Letter of Credit (as applicable), is subject
      to the satisfaction of the following conditions:




(a)  receipt
      by the Administrative Agent of a Notice of Borrowing as required by Section
      2.2
      or 2.3, as the case may be;




(b)  immediately
      after such Borrowing, or the issuance, amendment, renewal or extension of such
      Letter of Credit, the aggregate outstanding principal amount of the Loans plus
      the LC Exposure will not exceed the aggregate amount of the
      Commitments;




37




(c)  in
      the
      case of a Borrowing, other than a Refunding Borrowing, an extension of
      Commitments pursuant to Section 2.20, or an issuance, amendment, renewal or
      extension of a Letter of Credit:




(i)  immediately
      before and after such Borrowing, the applicable Extension Date or the issuance,
      amendment, renewal or extension of such Letter of Credit, no Default shall
      have
      occurred and be continuing;




(ii)  immediately
      before and after such Borrowing, the applicable Extension Date or the issuance,
      amendment, renewal or extension of such Letter of Credit, no event or condition
      shall have occurred and be continuing which permits any holder of any Material
      Debt or any Person acting on such holder’s behalf to accelerate the maturity
      thereof; and




(iii)  except
      to
      the extent any representation or warranty expressly relates only to an earlier
      date, the fact that the representations and warranties of the Borrower and
      IR
      Parent contained in this Agreement (except the representations and warranties
      set forth in Sections 4.4(c), 4.7, 4.11(b) and 4.5) shall be true in all
      material respects on and as of the date of such Borrowing, the applicable
      Extension Date or the issuance, amendment, renewal or extension of such Letter
      of Credit; and




(d)  on
      the
      date of such Borrowing, extension of Commitments pursuant to Section 2.20,
      or
      the issuance, amendment, renewal or extension of such Letter of Credit, each
      of
      the Borrower and IR Parent shall not be in arrears on payments of principal
      under, or in arrears for more than five days on payments of interest due under,
      the 2004 5-Year Credit Agreement .




Each
      Borrowing, each extension of Commitments pursuant to Section 2.20 and each
      issuance, amendment, renewal or extension of a Letter of Credit hereunder shall
      be deemed to be a representation and warranty by the Borrower and each
      Additional Borrower on the date of such Borrowing or the issuance, amendment,
      renewal or extension of such Letter of Credit as to the facts specified in
      clause (b) of this Section and each Borrowing, other than a Refunding Borrowing,
      and each issuance, amendment, renewal or extension of a Letter of Credit shall
      be deemed to be a representation and warranty by the Borrower and each
      Additional Borrower on the date of such Borrowing or the issuance, amendment,
      renewal or extension of such Letter of Credit as to the facts specified in
      clause (c) of this Section.




ARTICLE
      IV




REPRESENTATIONS
      AND WARRANTIES




Each
      of
      the Borrower and IR Parent represents and warrants that:




SECTION
      4.1.  Corporate Existence and Power. The
      Borrower is a corporation duly incorporated, validly existing and in good
      standing under the laws of New Jersey, and has all corporate powers and all
      material governmental licenses, authorizations, consents and approvals required
      to carry on its business as now conducted. IR Parent is a company duly
      organized, validly existing and in good standing under the laws of Bermuda,
      and
      has all corporate powers and all material governmental licenses, authorizations,
      consents and approvals required to carry on its business as now
      conducted.




38




SECTION
      4.2.  Corporate and Governmental Authorization; No
      Contravention . The
      execution, delivery and performance by the Borrower and IR Parent of this
      Agreement and the Notes are within the Borrower’s and IR Parent’s corporate
      powers, have been duly authorized by all necessary corporate action, require
      no
      action by or in respect of, or filing with, any governmental body, agency or
      official and do not contravene, or constitute a default under, any provision
      of
      applicable law or regulation or of the certificate of incorporation or by-laws
      of the Borrower or of IR Parent or of any judgment, injunction, order or decree
      binding upon the Borrower or IR Parent or of any limitation on borrowing imposed
      by any agreement or other instrument binding upon the Borrower or IR
      Parent.




SECTION
      4.3.  Binding Effect . This
      Agreement constitutes a valid and binding agreement of the Borrower and IR
      Parent and the Notes, when executed and delivered in accordance with this
      Agreement, will constitute valid and binding obligations of the Borrower and
      IR
      Parent, in each case enforceable in accordance with their respective terms
      subject to the effects of bankruptcy, insolvency, fraudulent conveyance,
      reorganization, moratorium and other similar laws relating to or affecting
      creditors’ rights generally, general equitable principles (whether considered in
      a proceeding in equity or at law) and an implied covenant of good faith and
      fair
      dealing.




SECTION
      4.4.  Financial Information; No Material Adverse Change .




(a)  The
      consolidated balance sheet of IR Parent and its Consolidated Subsidiaries as
      of
      December 31, 2004 and the related consolidated statements of income,
      shareowners’ equity and cash flows for the fiscal year then ended, reported on
      by PricewaterhouseCoopers LLP and set forth in IR Parent’s 2004 Form 10-K, a
      copy of which has been delivered to each of the Banks, fairly present, in
      conformity with generally accepted accounting principles, the consolidated
      financial position of IR Parent and its Consolidated Subsidiaries as of such
      date and their consolidated results of operations and cash flows for such fiscal
      year.




(b)  The
      unaudited condensed consolidated balance sheet of IR Parent and its Consolidated
      Subsidiaries as of March 31, 2005, and the related unaudited condensed
      consolidated statements of income and cash flows for the three months then
      ended, set forth in IR Parent’s quarterly report for the fiscal quarter ended
      March 31, 2005, as filed with the Securities and Exchange Commission on Form
      10-Q, a copy of which has been delivered to each of the Banks, fairly present,
      in conformity with generally accepted accounting principles applied on a basis
      consistent with the financial statements referred to in subsection (a) of this
      Section, the consolidated financial position of IR Parent and its Consolidated
      Subsidiaries as of such date and their consolidated results of operations and
      cash flows for such three month period (subject to normal year-end
      adjustments).




(c)  Since
      March 31, 2005, there has been no material adverse change in the business,
      financial position or results of operations of IR Parent and its Consolidated
      Subsidiaries, considered as a whole.




39




SECTION
      4.5.  Litigation . There
      is
      no action, suit or proceeding pending against, or to the knowledge of IR Parent
      threatened against or affecting, IR Parent or any of its Subsidiaries before
      any
      court or arbitrator or any governmental body, agency or official in which there
      is a reasonable possibility of an adverse decision which would materially
      adversely affect the business, consolidated financial position or consolidated
      results of operations of IR Parent and its Consolidated Subsidiaries or which
      in
      any manner draws into question the validity of this Agreement or the
      Notes.




SECTION
      4.6.  Compliance with ERISA . In
      the
      case of the Borrower, except where the liability that could reasonably be
      expected to be incurred would be in an amount that would not have a Material
      Adverse Effect: (i) each current member of the ERISA Group has fulfilled its
      obligations under the minimum funding standards of ERISA and the Internal
      Revenue Code with respect to each Plan and is in compliance in all material
      respects with the presently applicable provisions of ERISA and the Internal
      Revenue Code with respect to each Plan; (ii) no member of the ERISA Group has
      (A) sought a waiver of the minimum funding standard under Section 412 of the
      Internal Revenue Code in respect of any Plan, (B) failed to make any
      contribution or payment to any Plan or Multiemployer Plan or in respect of
      any
      Benefit Arrangement, or made any amendment to any Plan or Benefit Arrangement,
      which has resulted or could result in the imposition of a Lien or the posting
      of
      a bond or other security under ERISA or the Internal Revenue Code; (C) incurred
      any liability to the PBGC under Title IV of ERISA (other than a liability to
      the
      PBGC for premiums under Section 4007 of ERISA or contributions in the normal
      course); or (D) incurred any liability in connection with a Plan termination
      under Section 4201 of ERISA.




SECTION
      4.7.  Environmental Matters . In
      the
      ordinary course of its business, IR Parent conducts an ongoing review of the
      effect of Environmental Laws on the business, operations and properties of
      IR
      Parent and its Subsidiaries, in the course of which it identifies and evaluates
      associated liabilities and costs (including, without limitation, any capital
      or
      operating expenditures required for clean-up or closure of properties presently
      or previously owned, any capital or operating expenditures required to achieve
      or maintain compliance with environmental protection standards imposed by law
      or
      as a condition of any license, permit or contract, any related constraints
      or
      operating activities, including any periodic or permanent shutdown or any
      facility or reduction in the level of or change in the nature of operations
      conducted thereat and any actual or potential liabilities to third parties,
      including employees, and any related costs and expenses). On the basis of this
      review, IR Parent has reasonably concluded that Environmental Laws are unlikely
      to have a material adverse effect on the business, financial condition or
      results of operations of IR Parent and its Consolidated Subsidiaries, considered
      as a whole.




SECTION
      4.8.  Taxes . United
      States Federal income tax returns of the Borrower and its Subsidiaries have
      been
      examined and closed through the fiscal year ended December 31, 1994. The
      Borrower and its Subsidiaries have filed all United States Federal income tax
      returns and all other material tax returns which are required to be filed by
      them and have paid all taxes shown to be due pursuant to such returns or
      pursuant to any assessment received by the Borrower or any Subsidiary, except
      for any such tax, assessment, charge or levy the payment of which is being
      contested in good faith by the Borrower or such Subsidiary as of the date this
      representation is made. IR Parent and its Subsidiaries have filed all Bermuda
      income tax returns and all other material tax returns which are required to
      be
      filed by them and have paid all taxes shown to be due pursuant to such returns
      or pursuant to any assessment received by IR Parent or any Subsidiary, except
      for any such tax, assessment, charge or levy the payment of which is being
      contested in good faith by IR Parent or such Subsidiary as of the date this
      representation is made. The charges, accruals and reserves on the books of
      the
      Borrower, IR Parent and their Subsidiaries in respect of taxes or other
      governmental charges are, in the opinion of the Borrower and IR Parent,
      adequate.




40




SECTION
      4.9.  Subsidiaries . Each
      of
      the Borrower’s and IR Parent’s Material Subsidiaries is a corporation duly
      incorporated, validly existing and in good standing under the laws of its
      jurisdiction of incorporation, and has all corporate powers and all material
      governmental licenses, authorizations, consents and approvals required to carry
      on its business as now conducted.




SECTION
      4.10.  Not an Investment Company . Neither
      the Borrower nor IR Parent is an “investment company” within the meaning of the
      Investment Company Act of 1940, as amended.




SECTION
      4.11.  Full Disclosure . (a)
      All
      information heretofore furnished by the Borrower and IR Parent to either
      Administrative Agent or any Bank for purposes of or in connection with this
      Agreement or any transaction contemplated hereby is, and any such information
      hereafter furnished by the Borrower or IR Parent to either Administrative Agent
      or any Bank will be, true and accurate in all material respects on the date
      as
      of which such information is stated or certified.




(b)  The
      Borrower and IR Parent have disclosed to the Banks in writing any and all facts
      which materially and adversely affect or may affect (to the extent the Borrower
      or IR Parent can now reasonably foresee), the business, operations or financial
      condition of IR Parent and its Consolidated Subsidiaries, taken as a whole,
      or
      the ability of the Borrower or IR Parent to perform its obligations under this
      Agreement.




ARTICLE
      V




COVENANTS




Until
      the
      Commitments have expired or been terminated and the principal of and interest
      on
      each Loan and all fees payable hereunder shall have been paid in full and all
      Letters of Credit shall have expired or terminated and all LC Disbursements
      shall have been reimbursed, each of the Borrower and IR Parent agree
      that:




SECTION
      5.1.  Information . The
      Borrower will deliver to each of the Banks:




(a)  as
      soon
      as available and in any event within 90 days after the end of each fiscal year
      of IR Parent, a consolidated balance sheet of IR Parent and its Consolidated
      Subsidiaries as of the end of such fiscal year and the related consolidated
      statements of income, shareowners’ equity and cash flows for such fiscal year,
      setting forth in each case in comparative form the figures for the previous
      fiscal year, all reported on in a manner acceptable to the Securities and
      Exchange Commission by PricewaterhouseCoopers LLP or other independent public
      accountants of nationally recognized standing;




41




(b)  as
      soon
      as available and in any event within 45 days after the end of each of the first
      three quarters of each fiscal year of IR Parent, a consolidated balance sheet
      of
      IR Parent and its Consolidated Subsidiaries as of the end of such quarter and
      as
      of the end of the preceding fiscal year, condensed consolidated statements
      of
      income for such quarter, for the portion of IR Parent’s fiscal year ended at the
      end of such quarter and for the corresponding portion of IR Parent’s previous
      fiscal year and condensed consolidated statements of cash flows for the portion
      of IR Parent’s fiscal year ended at the end of such quarter and for the
      corresponding portion of IR Parent’s previous fiscal year, all certified
      (subject to normal year-end adjustments) as to fairness of presentation,
      generally accepted accounting principles and consistency by the chief financial
      officer or the treasurer of IR Parent;




(c)  simultaneously
      with the delivery of each set of financial statements referred to in clauses
      (a)
      and (b) above, a certificate of the chief financial officer or the treasurer
      of
      IR Parent (i) setting forth in reasonable detail the calculations required
      to
      establish whether IR Parent was in compliance with the requirements of Sections
      5.5 and 5.6 on the date of such financial statements and (ii) stating whether
      any Default exists on the date of such certificate and, if any Default then
      exists, setting forth the details thereof and the action which IR Parent is
      taking or proposes to take with respect thereto;




(d)  within
      five Domestic Business Days after the chief financial officer, chief accounting
      officer, treasurer or chief legal officer of the Borrower or IR Parent obtains
      knowledge of any Default, if such Default is then continuing, a certificate
      of
      the chief financial officer or the treasurer of the Borrower or IR Parent,
      as
      applicable, setting forth the details thereof and the action which the Borrower
      or IR Parent, as applicable, is taking or proposes to take with respect
      thereto;




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




(f)  promptly
      upon the filing thereof, copies of all registration statements (other than
      the
      exhibits thereto and any registration statements on Form S-8 or its equivalent)
      and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) which IR Parent
      shall have filed with the Securities and Exchange Commission; provided that,
      unless the Administrative Agent notifies IR Parent in writing to the contrary,
      satisfaction of the provisions of this subsection (f) shall satisfy as well
      the
      provisions of subsections (a) and (b);




(g)  if
      and
      when any member of the ERISA Group (i) gives or is required to give notice
      to
      the PBGC of any “reportable event” (as defined in Section 4043 of ERISA, other
      than those events as to which the 30 day notice requirement has been waived
      by
      the PBGC) with respect to any Plan which might constitute grounds for a
      termination of such Plan under Title IV of ERISA, or knows that the plan
      administrator of any Plan has given or is required to give notice of any such
      reportable event, a copy of the notice of such reportable event given or
      required to be given to the PBGC; (ii) receives notice of complete or partial
      withdrawal liability under Title IV of ERISA which, together with any other
      such
      liability incurred since the date hereof, exceeds in the aggregate $135,000,000
      or notice that any Multiemployer Plan is in reorganization, is insolvent or
      has
      been terminated, a copy of such notice; (iii) receives notice from the PBGC
      under Title IV of ERISA of an intent to terminate, impose liability (other
      than
      for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee
      to
      administer any Plan, a copy of such notice; (iv) applies for a waiver of the
      minimum funding standard under Section 412 of the Internal Revenue Code, a
      copy
      of such application; (v) gives notice of intent to terminate any Plan under
      Section 4041(c) of ERISA, a copy of such notice and other information filed
      with
      the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section
      4063
      of ERISA, a copy of such notice; or (vii) fails to make any payment or
      contribution to any Plan or Multiemployer Plan or in respect of any Benefit
      Arrangement or makes any amendment to any Plan or Benefit Arrangement, which
      in
      any event has resulted or could result in the imposition of a Lien or the
      posting of a bond or other security, but only if with respect to the foregoing,
      the liability, individually or in the aggregate with all other events in
      subsections (i)-(vii), that could reasonably be expected to result could have
      a
      Material Adverse Effect, a certificate of the chief financial officer or the
      treasurer of the Borrower setting forth details as to such occurrence and
      action, if any, which the Borrower or applicable member of the ERISA Group
      is
      required or proposes to take;




42




(h)  immediately
      after the chief financial officer or the treasurer of the Borrower or IR Parent
      obtains knowledge of a change or a proposed change in the rating of Borrower’s
      or IR Parent’s outstanding senior unsecured long-term debt securities by Moody’s
      or S&P, a certificate of the chief financial officer or the treasurer
      setting forth the details thereof; and




(i)  from
      time
      to time such additional information regarding the financial position or business
      of the Borrower, IR Parent and their Subsidiaries as the Administrative Agent,
      at the request of any Bank, may reasonably request, provided that
      each Bank hereby agrees to keep such information confidential subject to
      applicable legal requirements and, to the extent permitted by law or regulation,
      each such Bank agrees to notify the Borrower or IR Parent, as applicable, prior
      to any such disclosure required by law.




SECTION
      5.2.  Maintenance of Property; Insurance . (a)
      IR
      Parent will keep, and will cause each Subsidiary to keep, all property useful
      and necessary in its business in good working order and condition, ordinary
      wear
      and tear excepted, unless the failure to do so would not have a material adverse
      effect on the business, financial position or results of operations of IR Parent
      and its Consolidated Subsidiaries, considered as a whole.




(b)  Both
      the
      Borrower and IR Parent will maintain, and will cause each Material Subsidiary
      to
      maintain (either in the name of the Borrower, IR Parent or in such Material
      Subsidiary’s own name) with financially sound and responsible insurance
      companies, insurance on all their respective properties in at least such amounts
      and against at least such risks (and with such risk retention) as are usually
      insured against in the same general area by companies of established repute
      engaged in the same or a similar business.




SECTION
      5.3.  Conduct of Business and Maintenance of Existence . Each
      of
      the Borrower and IR Parent will continue, and will cause each Material
      Subsidiary to continue, to engage in business of the same general type as now
      conducted by the Borrower, IR Parent and their Material Subsidiaries, and will
      preserve, renew and keep in full force and effect, and will cause each Material
      Subsidiary to preserve, renew and keep in full force and effect their respective
      corporate existence and their respective rights, privileges and franchises
      necessary or desirable in the normal conduct of business; provided that
      nothing in this Section 5.3 shall prohibit (i) the merger of a Material
      Subsidiary into the Borrower or IR Parent or the merger or consolidation of
      a
      Material Subsidiary with or into another Person if the corporation surviving
      such consolidation or merger is a Material Subsidiary and if, in each case,
      after giving effect thereto, no Default shall have occurred and be continuing
      or
      (ii) the termination of the corporate existence of any Material Subsidiary
      if
      the Borrower or IR Parent in good faith determines that such termination is
      in
      the best interest of the Borrower or IR Parent and is not materially
      disadvantageous to the Banks.




43




SECTION
      5.4.  Compliance with Laws . Each
      of
      the Borrower and IR Parent will comply, and cause each Subsidiary to comply,
      in
      all material respects with all applicable laws, ordinances, rules, regulations,
      and requirements of governmental authorities (including, without limitation,
      Environmental Laws and ERISA and the rules and regulations thereunder) except
      (i) where the necessity of compliance therewith is contested in good faith
      by
      appropriate proceedings and (ii) where the failure so to comply would not have
      a
      material adverse effect on the business, financial position or results of
      operations of IR Parent and its Consolidated Subsidiaries, considered as a
      whole.




SECTION
      5.5.  Debt . Consolidated
      Debt will at no time exceed 65% of the sum of Consolidated Debt plus
      Consolidated Net Worth. For purposes of this Section any preferred stock, except
      for auction-rate preferred stock the higher of the voluntary or involuntary
      liquidation value of which does not in the aggregate exceed $100,000,000, of
      a
      Consolidated Subsidiary held by a Person other than the Borrower, IR Parent
      or a
      wholly-owned Consolidated Subsidiary shall be included, at the higher of its
      voluntary or involuntary liquidation value, in “Consolidated Debt.”




SECTION
      5.6.  Negative Pledge . (a)  Neither
      the Borrower nor IR Parent will, nor will they permit any Restricted Subsidiary
      to, create, assume or guarantee any indebtedness for money borrowed secured
      by a
      Mortgage on any Principal Property of the Borrower, IR Parent or a Restricted
      Subsidiary or on any shares or indebtedness of a Restricted Subsidiary (whether
      such Principal Property, shares or indebtedness are now owned or hereafter
      acquired) without, in any such case, effectively providing concurrently with
      the
      creation, assumption or guaranteeing of such indebtedness that the Loans and
      the
      obligations of the Borrower and IR Parent hereunder and under the Notes
      (together, if the Borrower and IR Parent shall so determine, with any other
      indebtedness then or thereafter existing created, assumed or guaranteed by
      the
      Borrower, IR Parent or such Restricted Subsidiary ranking equally with the
      Loans
      and the obligations of the Borrower and IR Parent hereunder and under the Notes)
      shall be secured equally and ratably with such indebtedness excluding, however,
      from the foregoing any indebtedness secured by a Mortgage (including any
      extension, renewal or replacement, or successive extensions, renewals or
      replacements, of any Mortgage hereinafter specified or any indebtedness secured
      thereby, without increase of the principal of such indebtedness):




(i)  on
      property, shares or indebtedness of any corporation which Mortgage exists at
      the
      time such corporation becomes a Restricted Subsidiary; or




44




(ii)  on
      property existing at the time of acquisition thereof by the Borrower, IR Parent
      or a Restricted Subsidiary, or to secure any indebtedness incurred by the
      Borrower, IR Parent or a Restricted Subsidiary prior to, at the time of, or
      within 180 days after the later of the acquisition, the completion of
      construction (including any improvements on an existing property) or the
      commencement of commercial operation of such property, which indebtedness is
      incurred for the purpose of financing all or any part of the purchase price
      thereof or construction or improvements thereon; provided , however ,
      that in
      the case of any such acquisition, construction or improvement the Mortgage
      shall
      not apply to any property theretofore owned by the Borrower, IR Parent or a
      Restricted Subsidiary, other than, in the case of any such construction or
      improvement, any theretofore unimproved real property on which the property
      so
      constructed, or the improvement, is located; or




(iii)  on
      property, shares or indebtedness of a corporation, which Mortgage exists at
      the
      time such corporation is merged into or consolidated with the Borrower, IR
      Parent or a Restricted Subsidiary, or at the time of a sale, lease or other
      disposition of the properties of a corporation as an entirety or substantially
      as an entirety to the Borrower, IR Parent or a Restricted Subsidiary;
      or




(iv)  on
      property of a Restricted Subsidiary to secure indebtedness of such Restricted
      Subsidiary to the Borrower, IR Parent or another Restricted Subsidiary;
      or




(v)  on
      property of the Borrower, IR Parent or a Restricted Subsidiary in favor of
      the
      United States of America or any state thereof, or any department, agency or
      instrumentality or political subdivision of the United States of America or
      any
      state thereof, to secure partial, progress, advance or other payments pursuant
      to any contract or statute or to secure any indebtedness incurred for the
      purpose of financing all or any part of the purchase price or the cost of
      constructing or improving the property subject to such Mortgage; or




(vi)  on
      property, which Mortgage exists at the date of this Agreement; or




(vii)   with
      the
      prior written approval of the Required Banks;




provided , however ,
      that
      any Mortgage permitted by any of the foregoing clauses (i), (ii), (iii) and
      (v)
      of this Section 5.6 shall not extend to or cover any property of the Borrower,
      IR Parent or such Restricted Subsidiary, as the case may be, other than the
      property specified in such clauses and improvements thereto.




(b)  Notwithstanding
      the provisions of subsection (a) of this Section 5.6, the Borrower, IR Parent
      or
      any Restricted Subsidiary may create, assume or guarantee secured indebtedness
      for money borrowed which would otherwise be prohibited in subsection (a) in
      an
      aggregate amount which, together with all other such indebtedness for money
      borrowed by the Borrower, IR Parent and their Restricted Subsidiaries and the
      Attributable Debt in respect of Sale and Leaseback Transactions existing at
      such
      time (other than Sale and Leaseback Transactions the proceeds of which have
      been
      applied in accordance with Section 5.6(d)(ii)), does not at the time of such
      creation, assumption or guaranteeing exceed 5% of Consolidated Net
      Worth.




45




(c)  Notwithstanding
      the foregoing provisions of this Section 5.6, neither the Borrower nor IR Parent
      will permit any Subsidiary (other than a Restricted Subsidiary) to which after
      the date hereof the Borrower, IR Parent or a Restricted Subsidiary has
      transferred any assets to create, assume or guarantee any indebtedness for
      money
      borrowed secured by a Mortgage on such assets unless such assets could have
      been
      so secured in accordance with the provisions of this Agreement by the Borrower,
      IR Parent or such Restricted Subsidiary making such transfer.




(d)  Neither
      the Borrower nor IR Parent will, nor will they permit any Restricted Subsidiary
      to, enter into any Sale and Leaseback Transaction, unless (i) the Borrower,
      IR
      Parent or such Restricted Subsidiary would be entitled, pursuant to the
      foregoing subsections of this Section 5.6, to incur indebtedness secured by
      a
      Mortgage on such Principal Property without equally and ratably securing the
      Loans and the obligations of the Borrower and IR Parent hereunder and under
      the
      Notes, or (ii) each of the Borrower and IR Parent shall (and in any case each
      of
      the Borrower and IR Parent covenants that it will) apply an amount equal to
      the
      fair value (as determined by the Borrower’s or IR Parent’s Board of Directors)
      of such Principal Property so leased to the retirement, within 180 days of
      the
      effective date of any such Sale and Leaseback Transaction, of indebtedness
      of
      the Borrower and IR Parent for money borrowed which by its terms matures at,
      or
      may be extended or renewed at the option of the Borrower and IR Parent to,
      a
      date more than 12 months after the date of the creation of such
      indebtedness.




SECTION
      5.7.  Consolidations, Mergers and Sales of Assets . Neither
      the Borrower nor IR Parent will (i) consolidate or merge with or into any other
      Person or (ii) sell, lease or otherwise transfer, directly or indirectly, all
      or
      substantially all of the assets of the Borrower or IR Parent to any other
      Person; provided that the
      Borrower or IR Parent may merge with another Person if (A) the Borrower or
      IR
      Parent, as applicable, is the corporation surviving such merger and (B)
      immediately after giving effect to such merger, no Default shall have occurred
      and be continuing.




SECTION
      5.8.  Use of Proceeds . The
      proceeds of the Loans made under this Agreement will be used by the Borrower,
      IR
      Parent and any Additional Borrower (i) for working capital purposes, (ii) to
      support the commercial paper programs of the Borrower, IR Parent or such
      Additional Borrower and (iii) for other general corporate purposes.




SECTION
      5.9.  Other Cross Defaults or Negative Pledges . Neither
      the Borrower nor IR Parent shall incur any Material Debt the terms of which
      include a Cross Default or which include a negative pledge provision more
      favorable to the holder of such Material Debt (or more restrictive of the
      actions of the Borrower or IR Parent) than the provisions of Section 5.6 hereof
      unless, prior to or contemporaneously with such incurrence, the Borrower and
      IR
      Parent shall have entered into an amendment to this Agreement, to which the
      Required Banks shall not unreasonably withhold their consent, providing a Cross
      Default or negative pledge provision, as the case may be, no less favorable
      to
      the Banks than the provisions of the Cross Default or negative pledge governing
      such other Debt.




46




ARTICLE
      VI




DEFAULTS




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




(a)  the
      Borrower or any Additional Borrower shall fail to pay when due principal of
      any
      Loan, or shall fail to pay within five days of the due date thereof any
      interest, fees or other amount payable hereunder;




(b)  the
      Borrower or IR Parent shall fail to observe or perform any covenant contained
      in
      Sections 5.5 to 5.9, inclusive;




(c)  the
      Borrower or any Additional Borrower shall fail to observe or perform any
      covenant or agreement contained in this Agreement (other than those covered
      by
      clause (a) or (b) above) for 20 days after notice thereof has been given to
      the
      Borrower or such Additional Borrower by the Administrative Agent at the request
      of any Bank;




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




(e)  any
      event
      or condition shall occur which results in the acceleration of the maturity
      of
      any Material Debt;




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




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




47




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




(i)  a
      final
      judgment or order for the payment of money in excess of $100,000,000 shall
      be
      rendered against the Borrower, IR Parent or any Subsidiary and such judgment
      or
      order shall continue unsatisfied and unstayed for a period of 30 days or for
      such longer period of time, not exceeding 90 days, during which, under
      applicable law, an appeal may be taken from such judgment or order without
      leave
      of the relevant court; or




(j)  any
      person or group of persons (within the meaning of Section 13 or 14 of the
      Securities Exchange Act of 1934, as amended) shall have acquired beneficial
      ownership (within the meaning of Rule 13d-3 promulgated by the Securities and
      Exchange Commission under said Act) of 25% or more of the outstanding shares
      of
      common stock of IR Parent; or, during any period of 25 consecutive calendar
      months, directors of IR Parent on the date hereof (the “Current Board”), or such
      directors who are recommended or endorsed for election to the board of directors
      of IR Parent by a majority of the Current Board or their successors so
      recommended or endorsed, shall cease to constitute a majority of the board
      of
      directors of IR Parent;




(b)  the
      Borrower shall have designated one or more Additional Borrowers and the
      guarantee of the Borrower, made in Section 9.16 hereof, shall cease to be
      effective or the Borrower shall contest the validity of such guarantee in court;
      or the guarantee of IR Parent made in Section 9.16 hereof shall cease to be
      effective or IR Parent shall contest the validity of such guarantee in
      court;




then,
      and
      in every such event, the Administrative Agent shall (i) if requested by the
      Required Banks, by notice to the Borrower terminate the Commitments and they
      shall thereupon terminate, and (ii) if requested by the Required Banks, by
      notice to the Borrower declare the Loans hereunder (together with accrued
      interest thereon) to be, and the Loans shall thereupon become, immediately
      due
      and payable without presentment, demand, protest or other notice of any kind,
      all of which are hereby waived by the Borrower and all Additional Borrowers; provided that in
      the case of any of the Events of Default specified in clause (f) or (g) above
      with respect to the Borrower or any Additional Borrower, without any notice
      to
      the Borrower or any Additional Borrower or any other act by the Administrative
      Agent or the Banks, the Commitments shall thereupon terminate and the Loans
      (together with accrued interest thereon) shall become immediately due and
      payable without presentment, demand, protest or other notice of any kind, all
      of
      which are hereby waived by the Borrower and any Additional
      Borrowers.




48




SECTION
      6.2.  Notice of Default . The
      Administrative Agent shall give notice to the Borrower under Section 6.1(c)
      promptly upon being requested to do so by any Bank and shall thereupon notify
      all the Banks thereof.




ARTICLE
      VII




THE
      ADMINISTRATIVE AGENT




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




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




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




SECTION
      7.4.  Consultation with Experts . 
      T he
      Administrative Agent may consult with legal counsel (who may be counsel for
      the
      Borrower or IR Parent), independent public accountants and other experts
      selected by it and shall not be liable for any action taken or omitted to be
      taken by it in good faith in accordance with the advice of such counsel,
      accountants or experts.




SECTION
      7.5.  Liability of the Administrative Agent . Neither
      the Administrative Agent nor any of its directors, officers, agents, or
      employees shall be liable for any action taken or not taken by it in connection
      herewith (i) with the consent or at the request of the Required Banks (or all
      the Banks, if applicable) or (ii) in the absence of its own gross negligence
      or
      willful misconduct. Neither the Administrative Agent nor any of its directors,
      officers, agents or employees shall be responsible for or have any duty to
      ascertain, inquire into or verify (i) any statement, warranty or representation
      made in connection with this Agreement or any borrowing hereunder; (ii) the
      performance or observance of any of the covenants or agreements of the Borrower;
      (iii) the satisfaction of any condition specified in Article III, except receipt
      of items required to be delivered to it; or (iv) the validity, effectiveness
      or
      genuineness of this Agreement, the Notes or any other instrument or writing
      furnished in connection herewith. The Administrative Agent shall not incur
      any
      liability by acting in reliance upon any notice, consent, certificate,
      statement, or other writing (which may be a bank wire or similar writing)
      believed by it to be genuine or to be signed by the proper party or
      parties.




49




SECTION
      7.6.  Indemnification . Each
      Bank
      shall, ratably in accordance with its Commitment, indemnify the Administrative
      Agent (to the extent not reimbursed by the Borrower or IR Parent) against any
      cost, expense (including counsel fees and disbursements), claim, demand, action,
      loss or liability (except such as result from the Administrative Agent’s gross
      negligence or willful misconduct) that the Administrative Agent may suffer
      or
      incur in connection with this Agreement or any action taken or omitted by the
      Administrative Agent hereunder.




SECTION
      7.7.  Credit Decision . Each
      Bank
      acknowledges that it has, independently and without reliance upon the
      Administrative Agent or any other Bank, and based on such documents and
      information as it has deemed appropriate, made its own credit analysis and
      decision to enter into this Agreement. Each Bank also acknowledges that it
      will,
      independently and without reliance upon the Administrative Agent or any other
      Bank, and based on such documents and information as it shall deem appropriate
      at the time, continue to make its own credit decisions in taking or not taking
      any action under this Agreement.




SECTION
      7.8.  Successor Administrative Agent . The
      Administrative Agent may resign at any time by giving notice thereof to the
      Banks and the Borrower. Upon any such resignation, the Required Banks shall
      have
      the right to appoint a successor Administrative Agent reasonably satisfactory
      to
      the Borrower. If no successor Administrative Agent shall have been so appointed
      by the Required Banks, and shall have accepted such appointment, within 30
      days
      after the retiring Administrative Agent gives notice of resignation, then the
      retiring Administrative Agent may appoint a successor Administrative Agent,
      which shall be a commercial bank organized or licensed under the laws of the
      United States of America or of any State thereof and having a combined capital
      and surplus of at least $1,000,000,000. Upon the acceptance of its appointment
      as Administrative Agent hereunder by a successor Administrative Agent, such
      successor Administrative Agent shall thereupon succeed to and become vested
      with
      all the rights and duties of the retiring Administrative Agent, and the retiring
      Administrative Agent shall be discharged from its duties and obligations
      hereunder. After any retiring Administrative Agent’s resignation hereunder as
      Administrative Agent, the provisions of this Article shall inure to its benefit
      as to any actions taken or omitted to be taken by it while it was the
      Administrative Agent.




SECTION
      7.9.  Administrative Agent’s Fees . The
      Borrower shall pay to the Administrative Agent for its own account fees in
      the
      amounts and at the times previously agreed upon between the Borrower and the
      Administrative Agent.




SECTION
      7.10.  Syndication Agent and
      Documentation Agents . Except
      as
      expressly set forth herein, the Syndication Agent, in its capacity as such,
      and
      each Documentation Agent, in its capacity as such, shall have no duties or
      responsibilities, and shall incur no liabilities, under this
      Agreement.




50




ARTICLE
      VIII




CHANGE
      IN
      CIRCUMSTANCES




SECTION
      8.1.  Basis for Determining Interest Rate Inadequate or
      Unfair . If
      on or
      prior to the first day of any Interest Period for any Fixed Rate Borrowing
      in
      the case of a Committed Borrowing, Banks having 50% or more of the aggregate
      amount of the Commitments advise the Administrative Agent that the Adjusted
      London Interbank Offered Rate (in respect of Dollars or any Foreign Currency),
      as determined by the Administrative Agent, will not adequately and fairly
      reflect the cost to such Banks of funding their Euro-Currency Loans for such
      Interest Period, the Administrative Agent shall forthwith give notice thereof
      to
      the Borrower and the Banks, whereupon until the Administrative Agent notifies
      the Borrower that the circumstances giving rise to such suspension no longer
      exist, the obligations of the Banks to make Euro-Currency Loans shall be
      suspended. Unless the Borrower or any Additional Borrower notifies the
      Administrative Agent at least two Domestic Business Days before the date of
      any
      Fixed Rate Borrowing for which a Notice of Borrowing has previously been given
      that it elects not to borrow on such date, (i) if such Fixed Rate Borrowing
      is a
      Committed Borrowing denominated in Dollars, such Borrowing shall instead be
      made
      as a Base Rate Borrowing, (ii) if such Fixed Rate Borrowing is a Money Market
      LIBOR Borrowing denominated in Dollars, the Money Market LIBOR Loans comprising
      such Borrowing shall bear interest for each day from and including the first
      day
      to but excluding the last day of the Interest Period applicable thereto at
      the
      Base Rate for such day, and (iii) if such Fixed Rate Borrowing was to be
      denominated in a Foreign Currency, such Borrowing shall not be
      made.




SECTION
      8.2.  Illegality . If,
      on or
      after the date of this Agreement, the adoption of any applicable law, rule
      or
      regulation, or any change in any applicable law, rule or regulation, or any
      change in the interpretation or administration thereof by any governmental
      authority, central bank or comparable agency charged with the interpretation
      or
      administration thereof, or compliance by any Bank (or its Euro-Currency Lending
      Office) with any request or directive (whether or not having the force of law)
      of any such authority, central bank or comparable agency shall make it unlawful
      or impossible for any Bank (or its Euro-Currency Lending Office) to make,
      maintain or fund its Euro-Currency Loans and such Bank shall so notify the
      Administrative Agent, the Administrative Agent shall forthwith give notice
      thereof to the other Banks and the Borrower, whereupon until such Bank notifies
      the Borrower and the Administrative Agent that the circumstances giving rise
      to
      such suspension no longer exist, the obligation of such Bank to make
      Euro-Currency Loans shall be suspended. Before giving any notice to the
      Administrative Agent pursuant to this Section, such Bank shall designate a
      different Euro-Currency Lending Office if such designation will avoid the need
      for giving such notice and will not, in the judgment of such Bank, be otherwise
      disadvantageous to such Bank. If such Bank shall determine that it may not
      lawfully continue to maintain and fund any of its outstanding Euro-Currency
      Loans to maturity and shall so specify in such notice, the Borrower or any
      Additional Borrower, as the case may be, shall immediately prepay in full the
      then outstanding principal amount of each such Euro-Currency Loan, together
      with
      accrued interest thereon. Concurrently with prepaying each such Euro-Currency
      Loan, the Borrower or such Additional Borrower, as the case may be, shall borrow
      a Base Rate Loan denominated in Dollars in an equal principal amount (or in
      an
      amount equal to the Dollar Equivalent of the principal amount, in the case
      of
      Foreign Currency Loans) from such Bank (on which interest and principal shall
      be
      payable contemporaneously with the related Euro-Currency Loans of the other
      Banks), and such Bank shall make such a Base Rate Loan.




51




SECTION
      8.3.  Increased Cost and Reduced Return . (a)  If
      on or after (x) the date hereof, in the case of any Committed Loan or any
      obligation to make Committed Loans or (y) the date of the related Money Market
      Quote, in the case of any Money Market Loan, the adoption of any applicable
      law,
      rule or regulation, or any change in any applicable law, rule or regulation,
      or
      any change in the interpretation or administration thereof by any governmental
      authority, central bank or comparable agency charged with the interpretation
      or
      administration thereof, or compliance by any Bank (or its Applicable Lending
      Office) with any request or directive (whether or not having the force of law)
      of any such authority, central bank or comparable agency:




(i)  shall
      subject any Bank (or its Applicable Lending Office) to any tax, duty or other
      charge with respect to its Fixed Rate Loans, its Note or its obligation to
      make
      Fixed Rate Loans, or shall change the basis of taxation of payments to any
      Bank
      (or its Applicable Lending Office) of the principal of or interest on its Fixed
      Rate Loans or any other amounts due under this Agreement in respect of its
      Fixed
      Rate Loans or its obligation to make Fixed Rate Loans (except for changes in
      the
      rate of tax on the overall net income of such Bank or its Applicable Lending
      Office imposed by the jurisdiction in which such Bank’s principal executive
      office or Applicable Lending Office is located); or




(ii)  shall
      impose, modify or deem applicable any reserve (including, without limitation,
      any such requirement imposed by the Board or any similar Governmental Authority,
      but excluding with respect to any Euro-Currency Loan any such requirement
      included in an applicable Euro-Currency Reserve Percentage), special deposit,
      insurance assessment or similar requirement against assets of, deposits with
      or
      for the account of, or credit extended by, any Bank (or its Applicable Lending
      Office) or shall impose on any Bank (or its Applicable Lending Office) or the
      London interbank market any other condition affecting its Fixed Rate Loans,
      its
      Note or its obligation to make Fixed Rate Loans;




and
      the
      result of any of the foregoing is to increase the cost to such Bank (or its
      Applicable Lending Office) of making or maintaining any Fixed Rate Loan, or
      to
      reduce the amount of any sum received or receivable by such Bank (or its
      Applicable Lending Office) under this Agreement or under its Note with respect
      thereto, by an amount deemed by such Bank to be material, then, within 30 days
      after demand by such Bank (with a copy to the Administrative Agent), the
      Borrower or any Additional Borrower, as the case may be, shall pay to such
      Bank
      such additional amount or amounts as will compensate such Bank for such
      increased cost or reduction. The Banks acknowledge and agree that the foregoing
      subsection (a) creates no right to demand payment of additional amounts in
      respect of laws, rules and regulations, as in effect and interpreted and
      administered on the date hereof.




52




(b)  If
      any
      Bank shall have determined that, after the date hereof, the adoption of any
      applicable law, rule or regulation regarding capital adequacy, or any change
      in
      any such law, rule or regulation, or any change in the interpretation or
      administration thereof by any governmental authority, central bank or comparable
      agency charged with the interpretation or administration thereof, or any request
      or directive regarding capital adequacy (whether or not having the force of
      law)
      of any such authority, central bank or comparable agency, has or would have
      the
      effect of reducing the rate of return on capital of such Bank (or its Parent)
      as
      a consequence of such Bank’s obligations hereunder to a level below that which
      such Bank (or its Parent) could have achieved but for such adoption, change,
      request or directive (taking into consideration its policies with respect to
      capital adequacy) by an amount deemed by such Bank to be material, then from
      time to time, within 30 days after demand by such Bank (with a copy to the
      Administrative Agent), the Borrower or any Additional Borrower, as the case
      may
      be, shall pay to such Bank such additional amount or amounts as will compensate
      such Bank (or its Parent) for such reduction; provided that the
      Borrower or such Additional Borrower shall not be obligated to compensate such
      Bank for any reduction incurred more than 60 days prior to the receipt by the
      Borrower or such Additional Borrower from such Bank of the notice contemplated
      by subsection (c) below. The Banks acknowledge and agree that the foregoing
      subsection (b) creates no right to demand payment of additional amounts in
      respect of laws, rules and regulations regarding capital adequacy as in effect
      and interpreted and administered on the date hereof.




(c)  Each
      Bank
      will notify the Borrower and the Administrative Agent within 90 days of any
      event of which it has knowledge, occurring after the date hereof, which will
      entitle such Bank to compensation pursuant to this Section and will designate
      a
      different Applicable Lending Office if such designation will avoid the need
      for,
      reduce the amount of, such compensation and will not, in the judgment of such
      Bank, be otherwise disadvantageous to such Bank; provided that if
      a Bank shall not have so notified the Borrower within 90 days of such event,
      such Bank may not seek compensation for any period beginning prior to the date
      upon which the Borrower is notified of such event. A certificate of any Bank
      claiming compensation under this Section and setting forth the calculation
      of
      the additional amount or amounts to be paid to it hereunder shall be conclusive
      in the absence of manifest error. In determining such amount, such Bank may
      use
      any reasonable averaging and attribution methods.




SECTION
      8.4.  Base Rate Loans Substituted for Affected Fixed Rate
      Loans . If
      (i)
      the obligation of any Bank to make Euro-Currency Loans has been suspended
      pursuant to Section 8.2 or (ii) any Bank has demanded compensation under Section
      8.3(a) and the Borrower shall, by at least five Euro-Currency Business Days’
prior notice to such Bank through the Administrative Agent, have elected that
      the provisions of this Section shall apply to such Bank, then, unless and until
      such Bank notifies the Borrower that the circumstances giving rise to such
      suspension or demand for compensation no longer apply:




(a)  all
      Loans
      which would otherwise be made by such Bank as Euro-Currency Loans shall be
      made
      instead as Base Rate Loans denominated in Dollars (on which interest and
      principal shall be payable contemporaneously with the related Fixed Rate Loans
      of the other Banks), and




(b)  after
      each of its Euro-Currency Loans has been repaid, all payments of principal
      which
      would otherwise be applied to repay such Fixed Rate Loans shall be applied
      to
      repay its Base Rate Loans instead.




53




SECTION
      8.5.  Substitution of Bank . If
      (i)
      the obligation of any Bank to make Euro-Currency Loans has been suspended
      pursuant to Section 8.2 or (ii) any Bank has demanded compensation under Section
      8.3, the Borrower shall have the right, with the assistance of the
      Administrative Agent, to seek a mutually satisfactory substitute bank or banks
      (which may be one or more of the Banks) to purchase the Loans and Note (as
      applicable) and assume the Commitment of such Bank.




ARTICLE
      IX




MISCELLANEOUS




SECTION
      9.1.  Notices . All
      notices, requests and other communications to any party hereunder shall be
      in
      writing (including bank wire, facsimile transmission or similar writing) and
      shall be given to such party: (w) in the case of the Borrower, IR Parent or
      any
      other Additional Borrower, at the Borrower’s address or facsimile number set
      forth on the signature pages hereof, (x) in the case of the Administrative
      Agent, at its New York address or facsimile number set forth on the signature
      pages hereof, provided that
      notices in respect of London-based transactions shall be given at the
      Administrative Agent’s London address or facsimile number set forth on the
      signature pages hereof, (y) in the case of any Bank, at its address or facsimile
      number set forth in its Administrative Questionnaire or (z) in the case of
      any
      party, such other address or facsimile number as such party may hereafter
      specify for the purpose by notice to the Administrative Agent and the Borrower.
      Each such notice, request or other communication shall be effective (i) if
      given
      by facsimile transmission, when transmitted to the facsimile number specified
      in
      this Section and confirmation of receipt is received, (ii) if given by mail,
      72
      hours after such communication is deposited in the mails with first class
      postage prepaid, addressed as aforesaid or (iii) if given by any other means,
      when delivered at the address specified in this Section; provided that
      notices to the Administrative Agent under Article II or Article VIII or to
      the
      Borrower under Section 6.1 shall not be effective until received. Notices,
      requests and other communications to be given to IR Parent or any other
      Additional Borrower shall be deemed given if such notice, request or other
      communication has been given to the Borrower, and any consent to be given by
      IR
      Parent or any other Additional Borrower shall be deemed given if such consent
      has been given on behalf of IR Parent or such other Additional Borrower by
      the
      Borrower.




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




SECTION
      9.3.  Expenses; Documentary Taxes; Indemnification . (a)  The
      Borrower shall pay (i) all reasonable out-of-pocket expenses of the
      Administrative Agent, including reasonable fees and disbursements of special
      counsel for the Administrative Agent, in connection with any waiver or consent
      hereunder or any amendment hereof or any Default or alleged Default hereunder,
      (ii) as described in the fee letter, dated as of July 8, 2005 among JPMorgan
      Chase Bank, N.A., J.P. Morgan Securities, Inc., Ingersoll-Rand Company and
      Ingersoll-Rand Company Limited, for the preparation of this Agreement, (iii)
      as
      described in the fee letter, dated as of July 8, 2005, among Citigroup Global
      Markets Inc., Ingersoll-Rand Company and Ingersoll-Rand Company Limited, for
      the
      preparation of this Agreement and (iv) if an Event of Default occurs, all
      out-of-pocket expenses incurred by each Agent and Bank, including reasonable
      fees and disbursements of counsel, in connection with such Event of Default
      and
      collection, bankruptcy, insolvency and other enforcement proceedings resulting
      therefrom. The Borrower shall indemnify each Bank against any transfer taxes,
      documentary taxes, assessments or charges made by any governmental authority
      by
      reason of the execution and delivery of this Agreement or the Notes. To the
      extent practicable, the Administrative Agent or Bank, as the case may be, shall
      give the Borrower prior notice of the incurrence of any expenses described
      in
      this subsection (a); provided , however ,
      that
      the failure to give such notice shall not affect the obligation of the Borrower
      to pay such Administrative Agent or Bank the amount or amounts due pursuant
      to
      subsection (a) with respect to such expenses.




54




(b)  The
      Borrower and IR Parent each agree to indemnify the Agents and each Bank and
      hold
      the Agents and each Bank harmless from and against any and all liabilities,
      losses, damages, costs, penalties paid to third parties and expenses of any
      kind, including, without limitation, the reasonable fees and disbursements
      of
      counsel, which may be incurred by any Bank (or by any Agent in connection with
      its actions as Agent hereunder) in connection with any investigative,
      administrative or judicial proceeding (whether or not such Bank shall be
      designated a party thereto) relating to or arising out of this Agreement or
      any
      actual or proposed use of proceeds of Loans hereunder; provided that
      neither any Agent nor any Bank shall have the right to be indemnified hereunder
      for its own gross negligence or willful misconduct as determined by a court
      of
      competent jurisdiction.




SECTION
      9.4.  Sharing of Set-Offs . Each
      Bank
      agrees that if it shall, by exercising any right of set-off or counterclaim
      or
      otherwise, receive payment of a proportion of the aggregate amount of principal
      and interest due with respect to any Loan made by it which is greater than
      the
      proportion received by any other Bank in respect of the aggregate amount of
      principal and interest due with respect to any Loan made by such other Bank,
      the
      Bank receiving such proportionately greater payment shall purchase such
      participations in the Loans made by the other Banks, and such other adjustments
      shall be made, as may be required so that all such payments of principal and
      interest with respect to the Loans made by the Banks shall be shared by the
      Banks pro rata; provided that
      nothing in this Section shall impair the right of any Bank to exercise any
      right
      of set-off or counterclaim it may have and to apply the amount subject to such
      exercise to the payment of indebtedness of the Borrower other than its
      indebtedness under the Loans. The Borrower agrees, to the fullest extent it
      may
      effectively do so under applicable law, that any Bank acquiring a participation
      in a Loan pursuant to the foregoing arrangements may exercise rights of set-off
      or counterclaim and other rights with respect to such participation as fully
      as
      if such holder of a participation were a direct creditor of the Borrower in
      the
      amount of such participation.




SECTION
      9.5.  Amendments and Waivers . Any
      provision of this Agreement or the Notes may be amended or waived if, but only
      if, such amendment or waiver is in writing and is signed by the Borrower, IR
      Parent and the Required Banks (and, if the rights or duties of any Agent or
      Issuing Bank are affected thereby, by such Agent or Issuing Bank); provided that no
      such amendment or waiver shall, unless signed by each of the Banks directly
      affected thereby, (i) increase or decrease the Commitment of any Bank (except
      for a ratable decrease in the Commitments of all Banks) or subject any Bank
      to
      any additional obligation, (ii) reduce the principal of or rate of interest
      on
      any Loan or any fees hereunder, (iii) postpone the date fixed for any payment
      of
      principal of or interest on any Loan or any fees hereunder or for any reduction
      or termination of any Commitment, (iv) change the percentage of the Commitments
      or of the aggregate unpaid principal amount of the Loans, or the number of
      Banks, which shall be required for the Banks or any of them to take any action
      under this Section or any other provision of this Agreement or (v) change
      Sections 2.12(a) or 9.4 in a manner that would alter the pro rata sharing of
      payments required thereby, without the written consent of each Bank .
      For the
      purposes of this Section, any Loans assigned to the Borrower pursuant to Section
      9.16 shall not be considered outstanding.




55




SECTION
      9.6.  Successors and Assigns . (a)  The
      provisions of this Agreement shall be binding upon and inure to the benefit
      of
      the parties hereto and their respective successors and assigns, except that
      the
      Borrower may not assign or otherwise transfer any of its rights under this
      Agreement without the prior written consent of all Banks.




(b)  Any
      Bank
      may at any time grant to one or more banks or other institutions (each a
“Participant”) participating interests in its Commitment or any or all of its
      Loans. In the event of any such grant by a Bank of a participating interest
      to a
      Participant, whether or not upon notice to the Borrower and the Administrative
      Agent, such Bank shall remain responsible for the performance of its obligations
      hereunder, and the Borrower and the Administrative Agent shall continue to
      deal
      solely and directly with such Bank in connection with such Bank’s rights and
      obligations under this Agreement. Any agreement pursuant to which any Bank
      may
      grant such a participating interest shall provide that such Bank shall retain
      the sole right and responsibility to enforce the obligations of the Borrower
      hereunder including, without limitation, the right to approve any amendment,
      modification or waiver of any provision of this Agreement; provided that
      such participation agreement may provide that such Bank will not agree to any
      modification, amendment or waiver of this Agreement described in clause (i),
      (ii) or (iii) of Section 9.5 without the consent of the Participant. The
      Borrower agrees that each Participant shall, to the extent provided in its
      participation agreement, be entitled to the benefits of Article VIII with
      respect to its participating interest. An assignment or other transfer which
      is
      not permitted by subsection (c) or (d) below shall be given effect for purposes
      of this Agreement only to the extent of a participating interest granted in
      accordance with this subsection (b).




(c)  Any
      Bank
      may at any time assign to one or more banks or other institutions (each an
      “Assignee”) all, or a proportionate part of all, of its rights and obligations
      under this Agreement and the Notes, and such Assignee shall assume such rights
      and obligations, pursuant to an Assignment and Assumption Agreement in
      substantially the form of Exhibit F hereto executed by such Assignee and such
      transferor Bank, with (and subject to) the subscribed consent of the Borrower
      and the Administrative Agent, the latter of which such consent shall not be
      unreasonably withheld or delayed by such Administrative Agent; provided that if
      an Assignee is an Affiliate of such transferor Bank, the consent of the Borrower
      shall not be required and the consent of the Administrative Agent shall not
      be
      unreasonably withheld; and provided  further that
      such assignment may, but need not, include rights of the transferor Bank in
      respect of outstanding Money Market Loans. Upon execution and delivery of such
      instrument and payment by such Assignee to such transferor Bank of an amount
      equal to the purchase price agreed between such transferor Bank and such
      Assignee, such Assignee shall be a Bank party to this Agreement and shall have
      all the rights and obligations of a Bank with a Commitment as set forth in
      such
      instrument of assumption, and the transferor Bank shall be released from its
      obligations hereunder to a corresponding extent, and no further consent or
      action by any party shall be required. Upon the consummation of any assignment
      pursuant to this subsection (c), the transferor Bank, the Administrative Agent
      and the Borrower shall make appropriate arrangements so that, if required,
      a new
      Note is issued to the Assignee. In connection with any such assignment, the
      transferor Bank shall pay to the Administrative Agent an administrative fee
      for
      processing such assignment in the amount of $2,500. If the Assignee is not
      incorporated under the laws of the United States of America or a state thereof,
      it shall, prior to the first date on which interest or fees are payable
      hereunder for its account, deliver to the Borrower and the Administrative Agent
      certification as to exemption from deduction or withholding of any United States
      federal income taxes in accordance with Section 2.15.




56




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




(e)  No
      Assignee, Participant or other transferee of any Bank’s rights shall be entitled
      to receive any greater payment under Section 8.3 than such Bank would have
      been
      entitled to receive with respect to the rights transferred, unless such transfer
      is made with the Borrower’s prior written consent or by reason of the provisions
      of Section 8.2 or 8.3 requiring such Bank to designate a different Applicable
      Lending Office under certain circumstances or at a time when the circumstances
      giving rise to such greater payment did not exist.




(f)  Notwithstanding
      anything to the contrary contained herein, any Bank (a “Granting Bank”) may
      grant to a special purpose funding vehicle (an “SPC”) of such Granting Bank,
      identified as such in writing from time to time by the Granting Bank to the
      Administrative Agent and the Borrower, the option to provide to the Borrower
      all
      or any part of any Loan that such Granting Bank would otherwise be obligated
      to
      make to the Borrower pursuant to Section 2.3, provided that (i)
      nothing herein shall constitute a commitment to make any Loan by any SPC and
      (ii) if an SPC elects not to exercise such option or otherwise fails to provide
      all or any part of such Loan, the Granting Bank shall be obligated to make
      such
      Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder
      shall be deemed to utilize the Commitments of all the Banks to the same extent,
      and as if, such Loan were made by the Granting Bank. Each party hereto hereby
      agrees that no SPC shall be liable for any payment under this Agreement for
      which a Bank would otherwise be liable, for so long as, and to the extent,
      the
      related Granting Bank makes such payment. In furtherance of the foregoing,
      each
      party hereto hereby agrees that, prior to the date that is one year and one
      day
      after the payment in full of all outstanding senior indebtedness of any SPC,
      it
      will not institute against, or join any other person in instituting against,
      such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation
      proceedings or similar proceedings under the laws of the United States or any
      State thereof. In addition, notwithstanding anything to the contrary contained
      in this Section 9.6, any SPC may (i) with notice to, but without the prior
      written consent of, the Borrower or the Administrative Agent and without paying
      any processing fee therefor, assign all or a portion of its interests in any
      Loans to its Granting Bank or to any financial institutions providing liquidity
      and/or credit facilities to or for the account of such SPC to fund the Loans
      made by such SPC or to support the securities (if any) issued by such SPC to
      fund such Loans and (ii) disclose on a confidential basis any non-public
      information relating to its Loans to any rating agency, commercial paper dealer
      or provider of a surety, guarantee or credit or liquidity enhancement to such
      SPC.




57




(g)  The
      Administrative Agent, on behalf of the Borrower, shall maintain at the
      Administrative Agent’s Domestic Lending Office a copy of each Assignment and
      Assumption Agreement delivered to it and a register (the “Register”) for the
      recordation of the names and addresses of the Banks and the Commitment of,
      and
      principal amount of the Loan owing to, each Bank from time to time. The entries
      in the Register shall be conclusive, in the absence of manifest error, and
      the
      Borrower, the Administrative Agent and the Banks may (and, in the case of any
      Loan or other obligation hereunder not evidenced by a Note, shall) treat each
      Person whose name is recorded in the Register as the owner of a Loan or other
      obligation hereunder as the owner thereof for all purposes of this Agreement,
      notwithstanding any notice to the contrary. Any assignment of any Loan or other
      obligation hereunder not evidenced by a Note shall be effective only upon
      appropriate entries with respect thereto being made in the
      Register.




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




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




SECTION
      9.9.  Counterparts; Integration . This
      Agreement may be signed in any number of counterparts, each of which shall
      be an
      original, with the same effect as if the signatures thereto and hereto were
      upon
      the same instrument. This Agreement constitutes the entire agreement and
      understanding among the parties hereto and supersedes any and all prior
      agreements and understandings, oral or written, relating to the subject matter
      hereof.




SECTION
      9.10.  Termination of Existing 5-Year Credit Agreement . The
      Borrower and each of the Banks that is also a “Bank” party to the Existing
      5-Year Credit Agreement agrees that the “Commitments” as defined in the Existing
      5-Year Credit Agreement shall be terminated in their entirety on and as of
      the
      Effective Date. Each of such Banks waives any requirement of notice of such
      termination pursuant to Section 2.9 of the Existing 5-Year Credit Agreement.
      The
      Borrower (i) represents and warrants that no loans are, as of the date hereof,
      or will be, as of the Effective Date, outstanding under the Existing 5-Year
      Credit Agreement and (ii) covenants that all accrued and unpaid facility fees
      and any other amounts due and payable under the Existing 5-Year Credit Agreement
      shall have been paid on or prior to the Effective Date.




58




SECTION
      9.11.  [Intentionally Omitted] .




SECTION
      9.12.  Conversion of Currencies . (a)
      If,
      for the purpose of obtaining judgment in any court, it is necessary to convert
      a
      sum owing hereunder in one currency into another currency, each party hereto
      (including the Borrower and each Additional Borrower) agrees, to the fullest
      extent that it may effectively do so, that the rate of exchange used shall
      be
      determined as described in the definition of Exchange Rate in Section 1.1 hereof
      and in accordance with normal banking procedures in the relevant jurisdiction
      of
      the first currency and shall be calculated at approximately 10:00 A.M., New
      York
      City time, or as close to such time as is reasonably practicable on the
      Euro-Currency Business Day immediately preceding the day on which final judgment
      is given.




(b)  The
      obligations of the Borrower and each Additional Borrower in respect of any
      sum
      due to any party hereto or any holder of the obligations owing hereunder (the
      “ Applicable
      Creditor ”)
      shall,
      notwithstanding any judgment in a currency (the “ Judgment
      Currency ”)
      other
      than the currency in which such sum is stated to be due hereunder (the
“ Agreement
      Currency ”),
      be
      discharged only to the extent that, on the Euro-Currency Business Day following
      receipt by the Applicable Creditor of any sum adjudged to be so due in the
      Judgment Currency, the Applicable Creditor may in accordance with normal banking
      procedures in the relevant jurisdiction purchase the Agreement Currency with
      the
      Judgment Currency; if the amount of the Agreement Currency so purchased is
      less
      than the sum originally due to the Applicable Creditor in the Agreement
      Currency, the Borrower and each Additional Borrower agree, as applicable, as
      a
      separate obligation and notwithstanding any such judgment, to indemnify the
      Applicable Creditor against such loss. The obligations of the Borrower and
      each
      Additional Borrower contained in this Section 9.12 shall survive the termination
      of this Agreement and the payment of all other amounts owing hereunder.
      Furthermore, if the amount of the Agreement Currency purchased as described
      above is more than the sum originally due to the Applicable Creditor in the
      Agreement Currency, then such Applicable Creditor shall remit such excess to
      the
      Borrower or the relevant Additional Borrower.




SECTION
      9.13.  WAIVER OF JURY TRIAL . EACH
      OF
      THE BORROWER, EACH ADDITIONAL BORROWER, THE AGENTS AND THE BANKS HEREBY
      IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
      ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
      HEREBY.




SECTION
      9.14.  Severability . Any
      provision of this Agreement held to be invalid, illegal or unenforceable in
      any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such invalidity, illegality or unenforceability without affecting the validity,
      legality and enforceability of the remaining provisions hereof; and the
      invalidity of a particular provision in a particular jurisdiction shall not
      invalidate such provision in any other jurisdiction.




SECTION
      9.15.  Headings . 
      A rticle
      and Section headings and the Table of Contents used herein are for convenience
      of reference only, are not part of this Agreement and shall not affect the
      construction of, or be taken into consideration in interpreting, this
      Agreement.




SECTION
      9.16.  Guarantee Agreement .




59




(a)  In
      order
      to induce the Banks to extend credit to the Additional Borrowers hereunder,
      the
      Borrower hereby irrevocably and unconditionally guarantees, as a primary obligor
      and not merely as a surety, the Obligations of the Additional Borrowers. The
      Borrower further agrees that the due and punctual payment of the Obligations
      of
      the Additional Borrowers may be extended or renewed, in whole or in part,
      without notice to or further assent from it, and that it will remain bound
      upon
      its guarantee hereunder notwithstanding any such extension or renewal of any
      Obligation.




The
      Borrower waives presentment to, demand of payment from and protest to any
      Additional Borrower of any of the Obligations, and also waives notice of
      acceptance of its obligations and notice of protest for nonpayment. The
      obligations of the Borrower hereunder shall not be affected by (a) the failure
      of any lender to assert any claim or demand or to enforce any right or remedy
      against any Additional Borrower under the provisions of this Agreement, any
      Additional Borrower Agreement, and other Loan Document or otherwise; (b) any
      extension or renewal of any of the Obligations; (c) any rescission, waiver,
      amendment or modification of, or release from, any of the terms or provisions
      of
      this Agreement, any Additional Borrower Agreement or any other Loan Document
      or
      agreement; (d) the failure or delay of any Bank to exercise any right or remedy
      against any other guarantor of the Obligations; (e) the failure of any Bank
      to
      assert any claim or demand or to enforce any remedy under any Loan Document
      or
      any other agreement or instrument; (f) any default, failure or delay, willful
      or
      otherwise, in the performance of the Obligations; or (g) any other act, omission
      or delay to do any other act which may or might otherwise operate as a discharge
      of the Borrower as a matter of law or equity or which would impair or eliminate
      any right of the Borrower to subrogation.




The
      Borrower further agrees that its guarantee hereunder constitutes a promise
      of
      payment when due (whether or not any bankruptcy or similar proceeding shall
      have
      stayed the accrual or collection of any of the Obligations or operated as a
      discharge thereof) and not merely of collection, and waives any right to require
      that any resort be had by any Bank to any balance of any deposit account or
      credit on the books of any Bank in favor of the Borrower, any Additional
      Borrower or other Subsidiary or any other Person.




The
      obligations of the Borrower hereunder shall not be subject to any reduction,
      limitation, impairment or termination for any reason, and shall not be subject
      to any defense or set-off, counterclaim, recoupment or termination whatsoever,
      by reason of the invalidity, illegality or unenforceability of the Obligations,
      any impossibility in the performance of the Obligations or
      otherwise.




The
      Borrower further agrees that its obligations hereunder shall continue to be
      effective or be reinstated, as the case may be, if at any time payment, or
      any
      part thereof, of any Obligation is rescinded or must otherwise be restored
      by
      any Bank upon the bankruptcy or reorganization of the Borrower or any Additional
      Borrower or otherwise.




In
      furtherance of the foregoing and not in limitation of any other right which
      any
      Bank may have at law or in equity against the Borrower by virtue hereof, upon
      the failure of any Additional Borrower to pay any Obligation when and as the
      same shall become due, whether at maturity, by acceleration, after notice of
      prepayment or otherwise, the Borrower hereby promises to and will, upon receipt
      of written demand by the Administrative Agent, forthwith pay, or cause to be
      paid, to the Administrative Agent for distribution to the Banks in cash an
      amount equal the unpaid principal amount of such Obligation. The Borrower
      further agrees that if payment in respect of any Obligation shall be due in
      currency other than Dollars and/or at a place of payment other than New York
      and
      if, by reason of any legal prohibition, disruption of currency or foreign
      exchange markets, war or civil disturbance or other event, payment of such
      Obligation in such currency or at such place of payment shall be impossible
      or,
      in the reasonable judgment of any Bank, not consistent with the protection
      of
      its rights, then, at the election of such Bank and in reasonable consultation
      with the Borrower, the Borrower shall make payments of such Obligation in
      Dollars (based upon the applicable Exchange Rate in effect on the date of
      payment) and/or in New York, and shall indemnify such Bank against any losses
      or
      expenses (including losses or expenses resulting from fluctuations in exchange
      rates) that it shall sustain as a result of such alternative
      payment.




60




Upon
      payment in full by the Borrower of any Obligation of any Additional Borrower,
      each Bank shall, in a reasonable manner, assign to the Borrower the amount
      of
      such Obligation owed to such Bank and so paid, such assignment to be pro tanto
      to the extent to which the Obligation in question was discharged by the
      Borrower, or make such disposition thereof as the Borrower shall direct (all
      without recourse to any Bank and without any representation or warranty by
      any
      Bank). Upon payment by the Borrower of any sums as provided above, all rights
      of
      the Borrower against any Additional Borrower arising as a result thereof by
      way
      of right of subrogation, through the assignment described herein or otherwise
      shall in all respects be subordinated and junior in right of payment to the
      prior indefeasible payment in full of all the Obligations owed by such
      Additional Borrower to the Bank (it being understood that, after the discharge
      of all the Obligations due and payable from such Additional Borrower, such
      rights may be exercised by the Borrower notwithstanding that such Additional
      Borrower may remain contingently liable for indemnity or other
      Obligations).




(b)  In
      order
      to induce the Banks to extend credit to the Borrower hereunder, IR Parent hereby
      irrevocably and unconditionally guarantees, as a primary obligor and not merely
      as a surety, the Obligations of the Borrower and each Additional Borrower.
      IR
      Parent further agrees that the due and punctual payment of the Obligations
      of
      the Borrower or any Additional Borrower may be extended or renewed, in whole
      or
      in part, without notice to or further assent from it, and that it will remain
      bound upon its guarantee hereunder notwithstanding any such extension or renewal
      of any Obligation.




IR
      Parent
      waives presentment to, demand of payment from and protest to the Borrower or
      any
      Additional Borrower of any of the Obligations, and also waives notice of
      acceptance of its obligations and notice of protest for nonpayment. The
      obligations of IR Parent hereunder shall not be affected by (a) the failure
      of
      any lender to assert any claim or demand or to enforce any right or remedy
      against the Borrower or any Additional Borrower under the provisions of this
      Agreement, any Additional Borrower Agreement, any other Loan Document or
      otherwise; (b) any extension or renewal of any of the Obligations; (c) any
      rescission, waiver, amendment or modification of, or release from, any of the
      terms or provisions of this Agreement or any other Loan Document or agreement;
      (d) the failure or delay of any Bank to exercise any right or remedy against
      any
      other guarantor of the Obligations; (e) the failure of any Bank to assert any
      claim or demand or to enforce any remedy under any Loan Document or any other
      agreement or instrument; (f) any default, failure or delay, willful or
      otherwise, in the performance of the Obligations; or (g) any other act, omission
      or delay to do any other act which may or might otherwise operate as a discharge
      of IR Parent as a matter of law or equity or which would impair or eliminate
      any
      right of IR Parent to subrogation.




61





IR
      Parent
      further agrees that its guarantee hereunder constitutes a promise of payment
      when due (whether or not any bankruptcy or similar proceeding shall have stayed
      the accrual or collection of any of the Obligations or operated as a discharge
      thereof) and not merely of collection, and waives any right to require that
      any
      resort be had by any Bank to any balance of any deposit account or credit on
      the
      books of any Bank in favor of the Borrower, any Additional Borrower or other
      Subsidiary or any other Person.





The
      obligations of IR Parent hereunder shall not be subject to any reduction,
      limitation, impairment or termination for any reason, and shall not be subject
      to any defense or set-off, counterclaim, recoupment or termination whatsoever,
      by reason of the invalidity, illegality or unenforceability of the Obligations,
      any impossibility in the performance of the Obligations or
      otherwise.





IR
      Parent
      further agrees that its obligations hereunder shall continue to be effective
      or
      be reinstated, as the case may be, if at any time payment, or any part thereof,
      of any Obligation is rescinded or must otherwise be restored by any Bank upon
      the bankruptcy or reorganization of the Borrower or any Additional Borrower
      or
      otherwise.





In
      furtherance of the foregoing and not in limitation of any other right which
      any
      Bank may have at law or in equity against IR Parent by virtue hereof, upon
      the
      failure of the Borrower or any Additional Borrower to pay any Obligation when
      and as the same shall become due, whether at maturity, by acceleration, after
      notice of prepayment or otherwise, IR Parent hereby promises to and will, upon
      receipt of written demand by the Administrative Agent, forthwith pay, or cause
      to be paid, to the Administrative Agent for distribution to the Banks in cash
      an
      amount equal the unpaid principal amount of such Obligation. IR Parent further
      agrees that if payment in respect of any Obligation shall be due in currency
      other than Dollars and/or at a place of payment other than New York and if,
      by
      reason of any legal prohibition, disruption of currency or foreign exchange
      markets, war or civil disturbance or other event, payment of such Obligation
      in
      such currency or at such place of payment shall be impossible or, in the
      reasonable judgment of any Bank, not consistent with the protection of its
      rights, then, at the election of such Bank and in reasonable consultation with
      IR Parent, IR Parent shall make payments of such Obligation in Dollars (based
      upon the applicable Exchange Rate in effect on the date of payment) and/or
      in
      New York, and shall indemnify such Bank against any losses or expenses
      (including losses or expenses resulting from fluctuations in exchange rates)
      that it shall sustain as a result of such alternative payment.





Upon
      payment in full by IR Parent of any Obligation of the Borrower or any Additional
      Borrower, each Bank shall, in a reasonable manner, assign to IR Parent the
      amount of such Obligation owed to such Bank and so paid, such assignment to
      be
      pro tanto to the extent to which the Obligation in question was discharged
      by IR
      Parent, or make such disposition thereof as IR Parent shall direct (all without
      recourse to any Bank and without any representation or warranty by any Bank).
      Upon payment by IR Parent of any sums as provided above, all rights of IR Parent
      against the Borrower or any Additional Borrower arising as a result thereof
      by
      way of right of subrogation, through the assignment described herein or
      otherwise shall in all respects be subordinated and junior in right of payment
      to the prior indefeasible payment in full of all the Obligations owed by the
      Borrower or any Additional Borrower to the Bank (it being understood that,
      after
      the discharge of all the Obligations due and payable from the Borrower and
      the
      Additional Borrowers, such rights may be exercised by IR Parent notwithstanding
      that the Borrower may remain contingently liable for indemnity or other
      Obligations).




62





SECTION
      9.17.  USA Patriot Act.




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







63




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




INGERSOLL-RAND
              COMPANYBy:Name:
              Title:By:Name:

              Title:155
                Chestnut Ridge Road
              Montvale,
                NJ 07645
              Facsimile
                number: 201-573-3468INGERSOLL-RAND COMPANY
              LIMITEDBy:
            Name:

              Title:By:
            Name:
              Title:c/o
                Ingersoll-Rand Company
              155
                Chestnut Ridge Road
              Montvale,
                NJ 07645
              Facsimile
                number: 201-573-3468







Ingersoll-Rand
          Credit Agreement






JPMORGAN
                  CHASE BANK, N.A.
                as
                  Administrative Agent and as a BankBy:Name:
                Title:





Ingersoll-Rand
            Credit Agreement






CITICORP
                  USA, INC.,
                as
                  Syndication Agent and as a BankBy:Name:
                Title:





Ingersoll-Rand
            Credit Agreement





BANK
                      OF AMERICA, N.A.,
                    as
                      Documentation Agent and as a BankBy:Name:
                  Title:




Ingersoll-Rand
            Credit Agreement






DEUTSCHE
                    BANK SECURITIES INC., as
                  Documentation
                    AgentBy:Name:
                  Title:





Ingersoll-Rand
            Credit Agreement


THE
                      BANK OF TOKYO-MITSUBISHI, LTD., NEW YORK BRANCH,
                    as
                      Documentation Agent and as a BankBy:Name:
                  Title:





Ingersoll-Rand
            Credit Agreement





UBS
                        SECURITIES LLC,
                      as
                        Documentation AgentBy:
                Name:
                  Title:By:Name:
                  Title:


Ingersoll-Rand
            Credit Agreement


UBS
                            LOAN FINANCE LLC,
                          as
                            a BankBy:
                  Name:
                    Title:By:Name:
                    Title:
   Ingersoll-Rand
                Credit Agreement
 DEUTSCHE
                                BANK AG NEW YORK BRANCH
                              as
                                a BankBy:
                    Name:
                      Title:By:Name:
                      Title:
 Ingersoll-Rand
                  Credit Agreement
   WELLS
                                FARGO BANK, N.A.,
                              as
                                a BankBy:
                    Name:
                      Title:


Ingersoll-Rand
            Credit Agreement


BNP
                            PARIBAS,
                          as
                            a BankBy:
                Name:
                  Title:By:Name:
                  Title:




Ingersoll-Rand
              Credit Agreement
   CREDIT
                          SUISSE,
                        as
                          a BankBy:
              Name:
                Title:By:Name:
                Title:
   
 Ingersoll-Rand
                Credit Agreement
 
 HSBC
                              BANK USA, NATIONAL ASSOCIATION,
                            as
                              a BankBy:
                  Name:
                    Title:


Ingersoll-Rand
          Credit Agreement






WACHOVIA
                            BANK, NATIONAL ASSOCIATION,
                          as
                            a BankBy:
                Name:
                  Title:






Ingersoll-Rand
            Credit Agreement






THE
                            ROYAL BANK OF SCOTLAND,
                          as
                            a BankBy:
                Name:
                  Title:


Ingersoll-Rand
          Credit Agreement




MELLON
                            BANK, N.A.,
                          as
                            a BankBy:
                Name:
                  Title:






Ingersoll-Rand
          Credit Agreement




THE
                                NORTHERN TRUST COMPANY,
                              as
                                a BankBy:
                  Name:
                    Title:




:


Ingersoll-Rand
          Credit Agreement






THE
                                BANK OF NEW YORK,
                              as
                                a BankBy:
                  Name:
                    Title:
   :


Ingersoll-Rand
            Credit Agreement




THE
                                BANK OF NOVA SCOTIA,
                              as
                                a BankBy:
                  Name:
                    Title:
     Ingersoll-Rand
                  Credit Agreement
   BANK
                                    OF IRELAND CORPORATE BANKING,
                                  as
                                    a BankBy:
                      Name:
                        Title:





Ingersoll-Rand
            Credit Agreement





CALYON
                            NEW YORK BRANCH,
                          as
                            a BankBy:
              Name:
                Title:By:Name:
                Title:


Ingersoll-Rand
            Credit Agreement




PNC
                            BANK, NATIONAL ASSOCIATION,
                          as
                            a BankBy:
              Name:
                Title:


Ingersoll-Rand
          Credit Agreement




SOCIETE
                              GENERALE,
                            as
                              a BankBy:
              Name:
                Title:


Ingersoll-Rand
            Credit Agreement






STANDARD
                            CHARTERED BANK,
                          as
                            a BankBy:
              Name:
                Title:
     Ingersoll-Rand
              Credit Agreement