ex10_1.htm


    
      

    

    Exhibit
10.1


       

      Execution
Copy

       

      AMENDED
AND RESTATED CREDIT AGREEMENT

      


       

      DATED
AS OF JULY 18, 2008

      


       

      AMONG

      


       

      MODINE
MANUFACTURING COMPANY,

      


       

      THE
FOREIGN SUBSIDIARY BORROWERS,

      


       

      THE
LENDERS,

       

      AND

       

      JPMORGAN
CHASE BANK, N.A.

      AS
AGENT, AS LC ISSUER AND AS SWING LINE LENDER,

      


       

      J.P.
MORGAN SECURITIES INC.

      AS
LEAD ARRANGER AND SOLE BOOK RUNNER,

      


       

      BANK
OF AMERICA, N.A.,

      M&I
MARSHALL & ILSLEY BANK

      WELLS
FARGO BANK, N.A.,

      AS
DOCUMENTATION AGENTS


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      TABLE
OF CONTENTS

       

      
        	 
      	 
      	 
      	 
      	
                Page

              
	
                AMENDED
      AND RESTATED CREDIT AGREEMENT

              	 
      	
                1

              
	 	 	 
	
                Article
      1 DEFINITIONS

              	 
      	
                1

              
	 	 	 
	
                Article
      2 THE CREDITS

              	 
      	
                20

              
	
                Section
      2.1

              	 
      	
                Commitment.

              	 
      	
                20

              
	
                Section
      2.2

              	 
      	
                Swing
      Line Loans.

              	 
      	
                20

              
	
                Section
      2.3

              	 
      	
                Determination
      of Dollar Amounts; Required Payments; Termination.

              	 
      	
                22

              
	
                Section
      2.4

              	 
      	
                Ratable
      Loans.

              	 
      	
                23

              
	
                Section
      2.5

              	 
      	
                Types
      of Advances.

              	 
      	
                23

              
	
                Section
      2.6

              	 
      	
                Commitment
      Fee; Reductions in Aggregate Commitment.

              	 
      	
                23

              
	
                Section
      2.7

              	 
      	
                Minimum
      Amount of Each Advance.

              	 
      	
                23

              
	
                Section
      2.8

              	 
      	
                Optional
      Principal Payments.

              	 
      	
                23

              
	
                Section
      2.9

              	 
      	
                Method
      of Selecting Types and Interest Periods for New Advances.

              	 
      	
                24

              
	
                Section
      2.10

              	 
      	
                Conversion
      and Continuation of Outstanding Advances.

              	 
      	
                24

              
	
                Section
      2.11

              	 
      	
                Method
      of Borrowing.

              	 
      	
                25

              
	
                Section
      2.12

              	 
      	
                Changes
      in Interest Rate, etc.

              	 
      	
                25

              
	
                Section
      2.13

              	 
      	
                Rates
      Applicable After Default.

              	 
      	
                26

              
	
                Section
      2.14

              	 
      	
                Method
      of Payment.

              	 
      	
                26

              
	
                Section
      2.15

              	 
      	
                Advances
      to Be Made in Euro.

              	 
      	
                27

              
	
                Section
      2.16

              	 
      	
                Noteless
      Agreement; Evidence of Indebtedness.

              	 
      	
                27

              
	
                Section
      2.17

              	 
      	
                Telephonic
      Notices.

              	 
      	
                28

              
	
                Section
      2.18

              	 
      	
                Interest
      Payment Dates; Interest and Fee Basis.

              	 
      	
                28

              
	
                Section
      2.19

              	 
      	
                Notification
      of Advances, Interest Rates, Prepayments and Commitment
      Reductions.

              	 
      	
                29

              
	
                Section
      2.20

              	 
      	
                Lending
      Installations.

              	 
      	
                29

              
	
                Section
      2.21

              	 
      	
                Non-Receipt
      of Funds by the Agent.

              	 
      	
                29

              
	
                Section
      2.22

              	 
      	
                Facility
      LCs.

              	 
      	
                30

              
	
                Section
      2.23

              	 
      	
                Market
      Disruption.

              	 
      	
                34

              
	
                Section
      2.24

              	 
      	
                Judgment
      Currency.

              	 
      	
                35

              
	
                Section
      2.25

              	 
      	
                Replacement
      of Lender.

              	 
      	
                35

              
	
                Section
      2.26

              	 
      	
                Increase
      of Aggregate Commitment.

              	 
      	
                35

              
	 	 	 	 	 
	
                Article
      3 YIELD PROTECTION; TAXES

              	 
      	
                37

              
	
                Section
      3.1

              	 
      	
                Yield
      Protection.

              	 
      	
                37

              
	
                Section
      3.2

              	 
      	
                Changes
      in Capital Adequacy Regulations.

              	 
      	
                38

              
	
                Section
      3.3

              	 
      	
                Availability
      of Types of Advances.

              	 
      	
                39

              
	
                Section
      3.4

              	 
      	
                Funding
      Indemnification.

              	 
      	
                39

              
	
                Section
      3.5

              	 
      	
                Taxes.

              	 
      	
                39

              
	
                Section
      3.6

              	 
      	
                Lender
      Statements; Survival of Indemnity.

              	 
      	
                41

              


      

       

      
        
          
          

        

        
          -i-

          
            

          

        

        
          
          

        

      

       

      
        	
                Article
      4 CONDITIONS PRECEDENT

              	 
      	
                41

              
	
                Section
      4.1

              	 
      	
                Conditions
      to the Effective Date.

              	 
      	
                41

              
	
                Section
      4.2

              	 
      	
                Each
      Credit Extension.

              	 
      	
                42

              
	
                Section
      4.3

              	 
      	
                Conditions
      to Initial Borrowings by each Foreign Subsidiary Borrower.

              	 
      	
                42

              
	
                Section
      4.4

              	 
      	
                Conditions
      to each Borrowings by each Foreign Subsidiary Borrower.

              	 
      	
                42

              
	 	 	 	 	 
	
                Article
      5 REPRESENTATIONS AND WARRANTIES

              	 
      	
                44

              
	
                Section
      5.1

              	 
      	
                Corporate
      Existence and Power.

              	 
      	
                44

              
	
                Section
      5.2

              	 
      	
                Authorization.

              	 
      	
                44

              
	
                Section
      5.3

              	 
      	
                Binding
      Effect.

              	 
      	
                44

              
	
                Section
      5.4

              	 
      	
                No
      Conflict; Government Consent.

              	 
      	
                44

              
	
                Section
      5.5

              	 
      	
                Financial
      Statements; Material Adverse Change.

              	 
      	
                45

              
	
                Section
      5.6

              	 
      	
                Litigation
      and Contingent Obligations.

              	 
      	
                45

              
	
                Section
      5.7

              	 
      	
                Compliance
      with ERISA.

              	 
      	
                45

              
	
                Section
      5.8

              	 
      	
                Taxes.

              	 
      	
                46

              
	
                Section
      5.9

              	 
      	
                Subsidiaries.

              	 
      	
                46

              
	
                Section
      5.10

              	 
      	
                Not
      an Investment Company.

              	 
      	
                47

              
	
                Section
      5.11

              	 
      	
                Ownership
      of Property; Liens.

              	 
      	
                47

              
	
                Section
      5.12

              	 
      	
                Material
      Agreements; Default.

              	 
      	
                47

              
	
                Section
      5.13

              	 
      	
                Full
      Disclosure.

              	 
      	
                47

              
	
                Section
      5.14

              	 
      	
                Environmental
      Matters.

              	 
      	
                47

              
	
                Section
      5.15

              	 
      	
                Insolvency.

              	 
      	
                48

              
	
                Section
      5.16

              	 
      	
                Compliance
      with Laws.

              	 
      	
                48

              
	
                Section
      5.17

              	 
      	
                Regulation
      U.

              	 
      	
                48

              
	
                Section
      5.18

              	 
      	
                Insurance.

              	 
      	
                48

              
	
                Section
      5.19

              	 
      	
                Plan
      Assets; Prohibited Transactions.

              	 
      	
                48

              
	 	 	 	 	 
	
                Article
      6 COVENANTS

              	 
      	
                49

              
	
                Section
      6.1

              	 
      	
                Information.

              	 
      	
                49

              
	
                Section
      6.2

              	 
      	
                Inspection
      of Property, Books and Records.

              	 
      	
                49

              
	
                Section
      6.3

              	 
      	
                Restricted
      Payments.

              	 
      	
                51

              
	
                Section
      6.4

              	 
      	
                Loans
      or Advances.

              	 
      	
                51

              
	
                Section
      6.5

              	 
      	
                Investments
      and Acquisitions.

              	 
      	
                51

              
	
                Section
      6.6

              	 
      	
                Negative
      Pledge.

              	 
      	
                52

              
	
                Section
      6.7

              	 
      	
                Maintenance
      of Existence.

              	 
      	
                52

              
	
                Section
      6.8

              	 
      	
                Dissolution.

              	 
      	
                52

              
	
                Section
      6.9

              	 
      	
                Consolidations,
      Mergers and Sales of Assets.

              	 
      	
                52

              
	
                Section
      6.10

              	 
      	
                Use
      of Proceeds.

              	 
      	
                53

              
	
                Section
      6.11

              	 
      	
                Compliance
      with Laws; Payment of Taxes and Other Claims.

              	 
      	
                53

              
	
                Section
      6.12

              	 
      	
                Insurance.

              	 
      	
                54

              
	
                Section
      6.13

              	 
      	
                Change
      in Fiscal Year.

              	 
      	
                54

              
	
                Section
      6.14

              	 
      	
                Maintenance
      of Property.

              	 
      	
                54

              
	
                Section
      6.15

              	 
      	
                Environmental
      Matters.

              	 
      	
                54

              
	
                Section
      6.16

              	 
      	
                Indebtedness.

              	 
      	
                54

              
	
                Section
      6.17

              	 
      	
                Sale
      of Accounts.

              	 
      	
                55

              


      

       

      
        
          
          

        

        
          -ii-

          
            

          

        

        
          
          

        

      

       

      
        	
                Section
      6.18

              	 
      	
                Financial
      Covenants.

              	 
      	
                55

              
	
                Section
      6.19

              	 
      	
                Guaranties.

              	 
      	
                55

              
	
                Section
      6.20

              	 
      	
                Rate
      Management Transactions.

              	 
      	
                56

              
	
                Section
      6.21

              	 
      	
                Affiliates.

              	 
      	
                56

              
	 	 	 	 	 
	
                Article
      7 DEFAULTS

              	 
      	
                57

              
	 	 	 
	
                Article
      8 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

              	 
      	
                59

              
	
                Section
      8.1

              	 
      	
                Acceleration;
      Facility LC Collateral Account.

              	 
      	
                59

              
	
                Section
      8.2

              	 
      	
                Amendments.

              	 
      	
                60

              
	
                Section
      8.3

              	 
      	
                Preservation
      of Rights.

              	 
      	
                61

              
	 	 	 	 	 
	
                Article
      9 GENERAL PROVISIONS

              	 
      	
                61

              
	
                Section
      9.1

              	 
      	
                Survival
      of Representations.

              	 
      	
                61

              
	
                Section
      9.2

              	 
      	
                Governmental
      Regulation.

              	 
      	
                61

              
	
                Section
      9.3

              	 
      	
                Headings.

              	 
      	
                61

              
	
                Section
      9.4

              	 
      	
                Entire
      Agreement.

              	 
      	
                61

              
	
                Section
      9.5

              	 
      	
                Several
      Obligations; Benefits of this Agreement.

              	 
      	
                61

              
	
                Section
      9.6

              	 
      	
                Expenses;
      Indemnification.

              	 
      	
                62

              
	
                Section
      9.7

              	 
      	
                Numbers
      of Documents.

              	 
      	
                63

              
	
                Section
      9.8

              	 
      	
                Terms.

              	 
      	
                63

              
	
                Section
      9.9

              	 
      	
                Severability
      of Provisions.

              	 
      	
                63

              
	
                Section
      9.10

              	 
      	
                Nonliability
      of Lenders.

              	 
      	
                63

              
	
                Section
      9.11

              	 
      	
                Confidentiality.

              	 
      	
                63

              
	
                Section
      9.12

              	 
      	
                Nonreliance.

              	 
      	
                64

              
	
                Section
      9.13

              	 
      	
                Disclosure.

              	 
      	
                64

              
	
                Section
      9.14

              	 
      	
                Effective
      Date of this Agreement.

              	 
      	
                64

              
	
                Section
      9.15

              	 
      	
                USA
      Patriot Act.

              	 
      	
                65

              
	 	 	 	 	 
	
                Article
      10 THE AGENT

              	 
      	
                65

              
	
                Section
      10.1

              	 
      	
                Appointment;
      Nature of the Relationship.

              	 
      	
                65

              
	
                Section
      10.2

              	 
      	
                Powers.

              	 
      	
                65

              
	
                Section
      10.3

              	 
      	
                Reliance;
      Counsel.

              	 
      	
                66

              
	
                Section
      10.4

              	 
      	
                Delegation
      to Sub-Agent.

              	 
      	
                66

              
	
                Section
      10.5

              	 
      	
                Successor
      Agent.

              	 
      	
                66

              
	
                Section
      10.6

              	 
      	
                Lender
      Credit Decision.

              	 
      	
                67

              
	
                Section
      10.7

              	 
      	
                Agent’s
      Reimbursement and Indemnification.

              	 
      	
                67

              
	
                Section
      10.8

              	 
      	
                Agent
      and Arranger Fees.

              	 
      	
                67

              
	
                Section
      10.9

              	 
      	
                Execution
      of Collateral Documents.

              	 
      	
                67

              
	
                Section
      10.10

              	 
      	
                Documentation
      Agents.

              	 
      	
                67

              
	 	 	 	 	 
	
                Article
      11 SETOFF; RATABLE PAYMENTS

              	 
      	
                68

              
	
                Section
      11.1

              	 
      	
                Setoff.

              	 
      	
                68

              
	
                Section
      11.2

              	 
      	
                Ratable
      Payments.

              	 
      	
                68

              
	 	 	 	 	 
	
                Article
      12 BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

              	 
      	
                68

              
	
                Section
      12.1

              	 
      	
                Successors
      and Assigns; Participations.

              	 
      	
                68

              


      

       

      
        
          
          

        

        
          -iii-

          
            

          

        

        
          
          

        

      

       

      
        	
                Section
      12.2

              	 
      	
                Dissemination
      of Information.

              	 
      	
                71

              
	
                Section
      12.3

              	 
      	
                Tax
      Treatment.

              	 
      	
                72

              
	 	 	 	 	 
	
                Article
      13 NOTICES

              	 
      	
                72

              
	
                Section
      13.1

              	 
      	
                Notices.

              	 
      	
                72

              
	
                Section
      13.2

              	 
      	
                Change
      of Address.

              	 
      	
                72

              
	 	 	 	 	 
	
                Article
      14 COUNTERPARTS

              	 
      	
                72

              
	 	 	 
	
                Article
      15 CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY
      TRIAL

              	 
      	
                72

              
	
                Section
      15.1

              	 
      	
                CHOICE
      OF LAW.

              	 
      	
                72

              
	
                Section
      15.2

              	 
      	
                CONSENT
      TO JURISDICTION.

              	 
      	
                73

              
	
                Section
      15.3

              	 
      	
                WAIVER
      OF JURY TRIAL.

              	 
      	
                73

              
	 
      	 
      	 
      	 
      	 
      
	
                EXHIBITS

              	 
      	 
      	 
      	 
      
	
                EXHIBIT
      A

              	 
      	
                ASSIGNMENT
      AND ASSUMPTION AGREEMENT

              	 
      	 
      
	
                EXHIBIT
      B

              	 
      	
                JOINDER

              	 
      	 
      
	
                EXHIBIT
      C

              	 
      	
                NOTE

              	 
      	 
      
	
                EXHIBIT
      D

              	 
      	
                FORM
      OF OPINION

              	 
      	 
      
	
                EXHIBIT
      E

              	 
      	
                COMPLIANCE
      CERTIFICATE

              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


      

      
        	
                SCHEDULES

              	 
      	 
      	 
      	 
      
	
                PRICING
      SCHEDULE

              	 
      	 
      
	
                SCHEDULE
      1(a)

              	 
      	
                EUROCURRENCY
      PAYMENT OFFICES OF THE AGENT

              	 
      	 
      
	
                SCHEDULE
      1(b)

              	 
      	
                EXISTING
      LETTERS OF CREDIT

              	 
      	 
      
	
                SCHEDULE
      1(c)

              	 
      	
                MANDATORY
      COST RATE

              	 
      	 
      
	
                SCHEDULE
      2

              	 
      	
                LENDING
      INSTALLATIONS

              	 
      	 
      
	
                SCHEDULE
      5.6

              	 
      	
                LITIGATION

              	 
      	 
      
	
                SCHEDULE
      5.9

              	 
      	
                SUBSIDIARIES

              	 
      	 
      
	
                SCHEDULE
      5.14(a)

              	 
      	
                ENVIRONMENTAL
      MATTERS

              	 
      	 
      
	
                SCHEDULE
      5.14(b)

              	 
      	
                HAZARDOUS
      MATERIALS

              	 
      	 
      
	
                SCHEDULE
      6.5

              	 
      	
                INVESTMENTS

              	 
      	 
      
	
                SCHEDULE
      6.16

              	 
      	
                INDEBTEDNESS
      AND LIENS

              	 
      	 
      


      


      
        
           


        

        
          -iv-

          
            

          

        

        
           


        

      


      AMENDED
AND RESTATED CREDIT AGREEMENT

       

      This
Agreement, dated as of July 18, 2008, is among Modine Manufacturing Company, a
Wisconsin corporation, any Foreign Subsidiary Borrowers, the Lenders and
JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA (main office
Chicago)), a national banking association, as Swing Line Lender, as LC Issuer
and as Agent.

       

      WHEREAS,
the Borrower, the lenders party thereto and the Agent entered into that certain
Amended and Restated Credit Agreement dated as of October 27, 2004, as amended
(the “Original Credit Agreement”);

       

      WHEREAS,
the Borrower, the Lenders and the Agent wish to amend the Original Credit
Agreement in its entirety for the purpose of (i) modifying the principal amount
of the credit facility; (ii) extending the maturity date of the credit facility;
(iii) modifying the pricing and fees payable by the Borrower; and
(iv) modifying certain other provisions of the Original Credit Agreement;
and

       

      NOW,
THEREFORE, in consideration of the mutual agreements, provisions and covenants
contained herein, the parties agree, subject to the fulfillment of the
conditions precedent set forth in Section 4.1, that the Original Credit
Agreement is hereby amended and restated in its entirety as
follows:

       

      ARTICLE
1

       

      DEFINITIONS

       

      As used
in this Agreement:

       

      “Acquisition”
means any transaction, or any series of related transactions, consummated on or
after the date of this Agreement, by which the Borrower or any of its
Subsidiaries (i) acquires any going business or all or substantially all of
the assets of any firm, corporation or limited liability company, or division
thereof, whether through purchase of assets, merger or otherwise or (ii)
directly or indirectly acquires (in one transaction or as the most recent
transaction in a series of transactions) at least a majority (in number of
votes) of the securities of a corporation which have ordinary voting power for
the election of directors (other than securities having such power only by
reason of the happening of a contingency) or a majority (by percentage or voting
power) of the outstanding ownership  interests of a partnership or
limited liability company.

       

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

       

      “Advance”
means a borrowing hereunder, (i) made by some or all of the Lenders on the same
Borrowing Date, or (ii) converted or continued by the Lenders on the same date
of conversion or continuation, consisting, in either case, of the aggregate
amount of the several Loans of the same Type and, in the case of Eurocurrency
Loans, in the same Agreed Currency and for the same Interest
Period.  The term “Advance” shall include Swing Line Loans unless
otherwise expressly provided.

       

      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      “Affiliate”
of any Person means any other Person directly or indirectly controlling,
controlled by or under common control with such Person.  A Person
shall be deemed to control another Person if the controlling Person owns 10% or
more of any class of voting securities (or other ownership interests) of the
controlled Person or possesses, directly or indirectly, the power to direct or
cause the direction of the management or policies of the controlled Person,
whether through ownership of stock, by contract or otherwise.

       

      “Agent”
means JPMorgan in its capacity as contractual representative of the Lenders
pursuant to Article 10, and not in its individual capacity as a Lender, and any
successor Agent appointed pursuant to Article 10.  It is understood
that matters concerning Loans denominated in any currency other than Dollars
will be administered by the London Administrative Office and all notices
concerning such Loans will be required to be given at the London Administrative
Office.

       

      “Aggregate
Commitment” means the aggregate of the Commitments of all the Lenders, as
increased or reduced from time to time pursuant to the terms
hereof.  The initial Aggregate Commitment is
$175,000,000.

       

      “Aggregate
Outstanding Credit Exposure” means, at any time, the aggregate of the
Outstanding Credit Exposure of all the Lenders.

       

      “Agreed
Currencies” means (i) Dollars, (ii) so long as such currencies remain Eligible
Currencies, Japanese Yen and the Euro, and (iii) any other Eligible Currency
which the Borrower requests the Agent to include as an Agreed Currency hereunder
and which is acceptable to all of the Lenders and, with respect to the issuance
of Facility LCs in an Agreed Currency, the LC Issuer.  For the
purposes of this definition, “Japanese Yen” means the lawful currency of
Japan.

       

      “Agreement”
means this amended and restated credit agreement, as it may be amended or
modified and in effect from time to time.

       

      “Agreement
Accounting Principles” means generally accepted accounting principles as in
effect from time to time, applied in a manner consistent with that used in
preparing the financial statements referred to in Section 5.5 except for the
modification that occurred April 1, 2008 whereby the fiscal year end of all of
the Borrower's Foreign Subsidiaries was changed from February 28 to March 31 and
the month end of the Borrower's domestic operations was changed from the 26th day of
the month to the last day of the month.

       

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

       

      “Anti-Terrorism
Order” means Executive Order No. 13,224, 66 Fed. Reg. 49,079 (2001) issued by
the President of the U.S. (Executive Order Blocking Property and Prohibiting
Transactions with Persons Who Commit, Threaten to Commit, or Support
Terrorism).

       

      “Applicable
Fee Rate” means, at any time and as the context may require, the percentage rate
per annum at which (i) commitment fees are accruing on the Available Aggregate
Commitment at such time, (ii) letter of credit fees are accruing on the undrawn
stated amount of standby Facility LCs at such time or (iii) letter of credit
fees are accruing on the undrawn stated amount of commercial Facility LCs at
such time, in each case as set forth in the Pricing Schedule.

       

      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      “Applicable
Margin” means, with respect to Advances of any Type at any time, the percentage
rate per annum which is applicable at such time with respect to Advances of such
Type as set forth in the Pricing Schedule.

       

      “Approved
Fund” is defined in Section 12.1(b).

       

      “Approximate
Equivalent Amount” of any currency with respect to any amount of Dollars shall
mean the Equivalent Amount of such currency with respect to such amount of
Dollars on or as of such date, rounded up to the nearest amount of such currency
as determined by the Agent from time to time.

       

      “Arranger”
means J.P. Morgan Securities Inc., a Delaware corporation, and its successors,
in its capacity as Lead Arranger and Sole Book Runner.

       

      “Article”
means an article of this Agreement unless another document is specifically
referenced.

       

      “Assignment
and Assumption” means an assignment and assumption entered into by a Lender and
an assignee (with the consent of any party whose consent is required by
Section 12.1), and accepted by the Agent, in the form of Exhibit A or
any other form approved by the Agent.

       

      “Authorized
Officer” means any of the chief financial officer, treasurer, or controller of
the Borrower, acting singly.

       

      “Available
Aggregate Commitment” means, at any time, the Aggregate Commitment then in
effect minus the Aggregate Outstanding Credit Exposure at such
time.

       

      “Borrower”
means Modine Manufacturing Company, a Wisconsin corporation, and its successors
and assigns.

       

      “Borrowers”
means the Borrower and the Foreign Subsidiary Borrowers, and their successors
and assigns.

       

      “Borrowing
Date” means a date on which an Advance is made hereunder.

       

      “Borrowing
Notice” is defined in Section 2.9.

       

      “Business
Day” means (i) with respect to any borrowing, payment or rate selection of
Eurocurrency Advances, a day (other than a Saturday or Sunday) on which banks
generally are open in Chicago and New York City for the conduct of substantially
all of their commercial lending activities, interbank wire transfers can be made
on the Fedwire system and banks are open for dealings in Dollars and the other
Agreed Currencies in the London interbank market (and, if the Advances which are
the subject of such borrowing, payment or rate selection are denominated in
Euro, a day upon which such clearing system as is determined by the Agent to be
suitable for clearing or settlement of the Euro is open for business), and (ii)
for all other purposes, a day (other than a Saturday or Sunday) on which banks
generally are open in Chicago for the conduct of substantially all of their
commercial lending activities and interbank wire transfers can be made on the
Fedwire system.

       

      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      “CERCLA”
means the Comprehensive Environmental Response, Compensation and Liability Act
of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986,
and as it may be further amended from time to time, 42 U.S.C.Sec.Sec.9601 et
seq.

       

      “Capitalized
Lease” of a Person means any lease of Property by such Person as lessee which
would be capitalized on a balance sheet of such Person prepared in accordance
with Agreement Accounting Principles.

       

      “Capitalized
Lease Obligations” of a Person means the amount of the obligations of such
Person under Capitalized Leases which would be shown as a liability on a balance
sheet of such Person prepared in accordance with Agreement Accounting
Principles.

       

      “Cash
Equivalent Investments” means (i) short-term obligations of, or fully guaranteed
by, the United States of America, (ii) with respect to Investments of a Foreign
Subsidiary only, direct obligations of such Foreign Subsidiary’s Domestic
National Government maturing within one year, (iii) commercial paper rated A-1
or better by S&P or P-1 or better by Moody's, (iv) demand deposit accounts
maintained in the ordinary course of business, (v) (1) preferred
stocks rated A3 or better by Moody’s or A- or better by S&P,
(2) adjustable rate preferred stock funds rated A3 or better by Moody’s or
A- or better by S&P, and (3) municipal notes with credit support
provided by, and putable (within a period not to exceed one year from date of
acquisition) to, financial institutions rated A or better by Moody’s, S&P,
or the Fitch Investor Service, (vi) tax exempt variable rate demand notes
rated AA or better by Moody’s or S&P, provided that such notes permit the
Borrower to require the issuer to repurchase such notes after a period of not
more than one year from date of acquisition thereof, (vii) certificates of
deposit issued by and time deposits with commercial banks (whether domestic or
foreign) having capital and surplus in excess of $100,000,000, and
(viii) repurchase agreements or like investment vehicles, in each case
rated A-1 or better by S&P or P-1 or better by Moody’s and having a maturity
date not greater than 270 days; provided in each case
that the same provides for payment of both principal and interest (and not
principal alone or interest alone) and is not subject to any contingency
regarding the payment of principal or interest.

       

      “Change
in Control” means (a) with respect to any Person or group of Persons acting in
concert, the acquisition by any such Person or group of Persons, of beneficial
ownership (within the meaning of Rule 13d-3 of the Securities and Exchange
Commission under the Securities Exchange Act of 1934) of 35% or more of the
outstanding shares of voting stock of the Borrower; or (b) as of any date a
majority of the Board of Directors of the Borrower consists of individuals who
were not either (i) directors of the Borrower as of the corresponding date of
the previous year, (ii) selected or nominated to become directors by the Board
of Directors of the Borrower of which a majority consisted of individuals
described in clause (i), or (iii) selected or nominated to become directors by
the Board of Directors of the Borrower of which a majority consisted of
individuals described in clause (i) and individuals described in clause
(ii).

       

      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      “Code”
means the Internal Revenue Code of 1986, as amended, reformed or otherwise
modified from time to time.

       

      “Collateral
Shortfall Amount” is defined in Section 8.1.

       

      “Commitment”
means, for each Lender, the obligation of such Lender to make Revolving Loans
to, and participate in Facility LCs issued upon the application of, a Borrower
in an aggregate amount not exceeding the amount set forth opposite its signature
below, as it may be modified as a result of any assignment that has become
effective pursuant to Section 12.1, or as otherwise modified from time to time
pursuant to the terms hereof.

       

      “Computation
Date” is defined in Section 2.3.

       

      “Consolidated
Adjusted EBITDA” means, as to any Person and with reference to any period,
Consolidated EBIT plus, to the extent
deducted in determining Consolidated Net Income, depreciation and amortization,
all calculated for such Person and its Subsidiaries on a consolidated
basis.  “Consolidated Adjusted EBITDA” for any period, as to any
Person, shall be calculated to be the actual amount for such period for such
Person and its Subsidiaries; provided, upon the
consummation of any Acquisition, for calculations made from and after such
Acquisition, Consolidated Adjusted EBITDA shall be calculated on a pro forma basis including
the target’s historical Consolidated Adjusted EBITDA for the applicable period
using historical financial statements obtained from the seller, broken down by
fiscal quarter in such Person’s reasonable judgment (the amounts from which may
be adjusted solely as may be necessary to comply with Agreement Accounting
Principles).

       

      “Consolidated
EBIT” means, as to any Person and with reference to any period, Consolidated Net
Income plus, to
the extent deducted from revenues in determining Consolidated Net Income, (i)
Consolidated Interest Expense, (ii) expense for federal, state, local and
foreign income and franchise taxes paid or accrued and (iii) extraordinary
losses incurred other than in the ordinary course of business, minus, to the extent
included in Consolidated Net Income, extraordinary gains realized other than in
the ordinary course of business, all calculated for such Person and its
Subsidiaries on a consolidated basis.

       

      “Consolidated
Interest Expense” means, as to any Person and with reference to any period, the
interest expense of such Person and its Subsidiaries calculated on a
consolidated basis for such period including, without limitation, such interest
expense as may be attributable to Capitalized Leases, Receivables Transaction
Financing Costs, the discount or implied interest component of Off-Balance Sheet
Liabilities, all commissions, discounts and other fees and charges owed with
respect to Letters of Credit and Net Mark-to-Market Exposure.

       

      “Consolidated
Net Income” means, as to any Person and with reference to any period, the net
income (or loss) of such Person and its Subsidiaries calculated on a
consolidated basis for such period, (a) excluding (i) any non-cash
charges or gains which are unusual, non-recurring or extraordinary, and
(ii) for purposes of Section 6.18 only, Restructuring Charges not to
exceed $25,000,000 in the aggregate on or prior to March 31, 2010, and
(b) including, to the extent not otherwise included in the determination of
Consolidated Net Income, all cash dividends and cash distributions received by
the Borrower or any Subsidiary from any Person in which the Borrower or such
Subsidiary has made an investment.


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      “Consolidated
Net Worth” means as to any Person and at any time the consolidated stockholders’
equity of such Person and its Subsidiaries calculated on a consolidated basis as
of such time.

       

      “Consolidated
Total Debt” means as to any Person and at any time Indebtedness of such Person
and its Subsidiaries calculated on a consolidated basis.

       

      “Contingent
Obligation” of a Person means any agreement, undertaking or arrangement by which
such Person assumes, guarantees, endorses, contingently agrees to purchase or
provide funds for the payment of, or otherwise becomes or is contingently liable
upon, the obligation or liability of any other Person, or agrees to maintain the
net worth or working capital or other financial condition of any other Person,
or otherwise assures any creditor of such other Person against loss, including,
without limitation, any comfort letter, operating agreement, take-or-pay
contract or the obligations of any such Person as general partner of a
partnership with respect to the liabilities of the partnership.

       

      “Conversion/Continuation
Notice” is defined in Section 2.10.

       

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

       

      “Credit
Extension” means the making of an Advance or the issuance of a Facility LC
hereunder.

       

      “Credit
Extension Date” means the Borrowing Date for an Advance or the issuance date for
a Facility LC.

       

      “Default”
means an event described in Article 7.

       

      “Dollar
Amount” of any currency at any date shall mean (i) the amount of such currency
if such currency is Dollars or (ii) the equivalent in Dollars of such amount if
such currency is any currency other than Dollars, calculated on the basis of the
arithmetical mean of the buy and sell spot rates of exchange of the Agent for
such currency on the London market at 11:00 a.m., London time, on or as of the
most recent Computation Date provided for in Section 2.3.

       

      “Dollars”
and “$” shall mean the lawful currency of the United States of
America.

       

      “Domestic
National Government” means, with respect to a Foreign Subsidiary, the national
government of the country in which the Foreign Subsidiary’s principal place of
business is located.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      “Domestic
Subsidiary” means each Subsidiary of the Borrower which is organized under the
laws of the United States of America or any state, territory or possession
thereof.

       

      “Effective
Date” means the date on which (i) each of the conditions precedent described in
Section 4.1 has been satisfied, and (ii) this Agreement has been executed by all
of the parties hereto.

       

      “Eligible
Currency” means any currency other than Dollars (i) that is readily available,
(ii) that is freely traded, (iii) in which deposits are customarily offered to
banks in the London interbank market, (iv) which is convertible into Dollars in
the international interbank market and (v) as to which an Equivalent Amount may
be readily calculated.  If, after the designation by the Lenders of
any currency as an Agreed Currency, (x) currency control or other exchange
regulations are imposed in the country in which such currency is issued with the
result that different types of such currency are introduced, (y) such currency
is, in the determination of the Agent, no longer readily available or freely
traded or (z) in the determination of the Agent, an Equivalent Amount of such
currency is not readily calculable, the Agent shall promptly notify the Lenders
and the Borrower, and such currency shall no longer be an Agreed Currency until
such time as all of the Lenders agree to reinstate such currency as an Agreed
Currency and promptly, but in any event within five Business Days of receipt of
such notice from the Agent, each applicable Borrower shall repay all Loans in
such affected currency or convert such Loans into Loans in Dollars or another
Agreed Currency, subject to the other terms set forth in Article 2.

       

      “Environmental
Laws” means any and all federal, state, local and foreign statutes, laws,
judicial decisions, regulations, ordinances, rules, judgments, orders, decrees,
plans, injunctions, permits, concessions, grants, franchises, licenses,
agreements and other governmental restrictions relating to (i) the protection of
the environment, (ii) the effect of the environment on human health, (iii)
emissions, discharges or releases of pollutants, contaminants, hazardous
substances or wastes into surface water, ground water or land, or (iv) the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of pollutants, contaminants, hazardous substances or
wastes or the clean-up or other remediation thereof, including, without
limitation, CERCLA.

       

      “Environmental
Liabilities” means all liabilities (including anticipated compliance costs) in
connection with or relating to the business, assets presently or previously
owned, leased or operated property, activities (including, without limitation,
off-site disposal) or operations of the Borrower and each of its Subsidiaries,
whether vested or unvested, contingent or fixed, actual or potential, known or
unknown, which arise under or relate to matters covered by Environmental
Laws.

       

      “Environmental
Proceeding” means any judicial or administrative proceeding arising from or in
any way associated with any Environmental Law.

       

      “Environmental
Release” means releases as defined in CERCLA or under any other Environmental
Law.

       

      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      “Equivalent
Amount” of any currency with respect to any amount of Dollars at any date shall
mean the equivalent in such currency of such amount of Dollars, calculated on
the basis of the arithmetical mean of the buy and sell spot rates of exchange of
the Agent for such other currency at 11:00 a.m., London time, on the date on or
as of which such amount is to be determined.

       

      “Equivalent
Foreign Rating” means, with respect to a rating issued by Moody’s, an equivalent
rating issued by a recognized rating agency comparable to S&P or Moody’s and
reasonably acceptable to the Lender.

       

      “ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time
to time, and any rule or regulation issued thereunder.

       

      “Euro”
and/or “EUR” means the euro referred to in Council Regulation (EC) No. 1103/97
dated June 17, 1997 passed by the Council of the European Union, or, if
different, the then lawful currency of the member states of the European Union
that participate in the third stage of Economic and Monetary Union.

       

      “Eurocurrency”
means any Agreed Currency.

       

      “Eurocurrency
Advance” means an Advance which, except as otherwise provided in Section 2.13,
bears interest at the applicable Eurocurrency Rate.

       

      “Eurocurrency
Loan” means a Loan which, except as otherwise provided in Section 2.13, bears
interest at the applicable Eurocurrency Rate.

       

      “Eurocurrency
Payment Office” of the Agent shall mean, for each of the Agreed Currencies, the
office, branch, affiliate or correspondent bank of the Agent specified as the
“Eurocurrency Payment Office” for such currency in Schedule 1(a) hereto
or such other office, branch, affiliate or correspondent bank of the Agent as it
may from time to time specify to the Borrower and each Lender as its
Eurocurrency Payment Office.

       

      “Eurocurrency
Rate” means, with respect to a Eurocurrency Advance for the relevant Interest
Period, the sum of (i) the quotient of (a) the Eurocurrency Reference Rate
applicable to such Interest Period, divided by (b) one minus the Reserve
Requirement (expressed as a decimal) applicable to such Interest Period, (ii) in
the case of Loans by a Lender from its Lending Installation in the United
Kingdom, the Mandatory Cost Rate, plus (iii) the Applicable Margin.

       

      “Eurocurrency
Reference Rate” means, with respect to a Eurocurrency Advance for the relevant
Interest Period, the applicable British Bankers’ Association LIBOR rate for
deposits in the applicable Agreed Currency as reported by any generally
recognized financial information service as of 11:00 a.m. (London time) two
Business Days prior to the first day of such Interest Period, and having a
maturity equal to such Interest Period, provided that, if no
such British Bankers’ Association LIBOR rate is available, the applicable
Eurocurrency Reference Rate for the relevant Interest Period shall instead be
the rate determined by the Agent to be the rate at which JPMorgan offers to
place deposits in the applicable Agreed Currency with first-class banks in the
London interbank market at approximately 11:00 a.m. (London time) two Business
Days prior to the first day of such Interest Period, in the approximate amount
of JPMorgan's relevant Eurocurrency Loan and having a maturity equal to such
Interest Period.

       

      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      “Excluded
Taxes” means, in the case of each Lender or applicable Lending Installation and
the Agent, taxes imposed on its overall net income, and franchise taxes imposed
on it, by (i) the jurisdiction under the laws of which such Lender or the Agent
is incorporated or organized or (ii) the jurisdiction in which the Agent’s or
such Lender’s principal executive office or such Lender’s applicable Lending
Installation is located.

       

      “Exhibit”
refers to an exhibit to this Agreement, unless another document is specifically
referenced.

       

      “Existing
Letters of Credit” is defined in Section 9.14(b).

       

      “Facility
LC” is defined in Section 2.22(a), and includes without limitation the Existing
Letters of Credit set forth on Schedule 1(b).

       

      “Facility
LC Application” is defined in Section 2.22(c).

       

      “Facility
LC Collateral Account” is defined in Section 2.22(k).

       

      “Facility
Termination Date” means the date three years after the date of this Agreement or
any earlier date on which the Aggregate Commitment is reduced to zero or
otherwise terminated pursuant to the terms hereof.

       

      “Federal
Funds Effective Rate” means, for any day, an interest rate per annum 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 for such day (or, if such day is not a Business Day, for the
immediately preceding Business Day) by the Federal Reserve Bank of New York, or,
if such rate is not so published for any day which is a Business Day, the
average of the quotations at approximately 10:00 a.m. (Chicago time) on such day
on such transactions received by the Agent from three Federal funds brokers of
recognized standing selected by the Agent in its sole discretion, provided that,
when the term Federal Funds Effective Rate is used with respect to any Loan
denominated in any Agreed Currency other than Dollars, "Federal Funds Effective
Rate" shall mean a rate determined by the Agent to be the cost to it of funding
such Loan or the rate in accordance with relevant banking industry practice on
interbank compensation, all as determined by the Agent.

       

      “Floating
Rate” means, for any day, a rate per annum equal to the sum of (i) the Alternate
Base Rate for such day, plus (ii) the Applicable Margin, in each case changing
when and as the Alternate Base Rate changes.

       

      “Floating
Rate Advance” means an Advance which, except as otherwise provided in Section
2.13, bears interest at the Floating Rate.

       

      “Floating
Rate Loan” means a Loan which, except as otherwise provided in Section 2.13,
bears interest at the Floating Rate.

       

      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      “Foreign
Subsidiary” means each Subsidiary which is not a Domestic
Subsidiary.

       

      “Foreign
Subsidiary Borrower Closing Date” means, with respect to each Foreign Subsidiary
Borrower, the date on which the conditions precedent set forth in Section 4.3
shall have been satisfied in respect of such Foreign Subsidiary
Borrower.

       

      “Foreign
Subsidiary Borrowers” means each Foreign Subsidiary of the Borrower that becomes
a party hereto as of the date hereof or hereafter pursuant to Section
4.3.

       

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

       

      “Guarantor”
means (a) each Subsidiary required under this Agreement to execute and deliver a
Guaranty and its successors and assigns and (b) with respect to the Secured
Obligation owing by a Foreign Subsidiary Borrower, the Borrower and its
successors and assigns.

       

      “Guaranty”
means a guaranty agreement, in form and substance satisfactory to the Agent and
the Required Lenders, whereby a Domestic Subsidiary guarantees the Secured
Obligations or the Borrower guarantees the Secured Obligation owing by a Foreign
Subsidiary Borrower, as such agreement may be amended or modified and in effect
from time to time.

       

      “Hazardous
Materials” includes, without limitation, (i) solid or hazardous waste, as
defined in the Resource Conservation and Recovery Act of 1980, or in any
applicable state or local law or regulation, (ii) hazardous substances, as
defined in CERCLA, or in any applicable state or local law or regulation, (iii)
gasoline, or any other petroleum product or by-product, (iv) toxic substances,
as defined in the Toxic Substances Control Act of 1976, or in any applicable
state or local law or regulation or (v) insecticides, fungicides, or
rodenticides, as defined in the Federal Insecticide, Fungicide, and Rodenticide
Act of 1975, or in any applicable state or local law or regulation, as each such
act, statute or regulation may be amended from time to time.

       

      “Indebtedness”
of a Person means, without duplication, such Person’s (i) obligations for
borrowed money, (ii) obligations representing the deferred purchase price of
Property or services (other than accounts payable arising in the ordinary course
of such Person’s business payable on terms customary in the trade), (iii)
obligations, whether or not assumed, secured by Liens or payable out of the
proceeds or production from Property now or hereafter owned or acquired by such
Person, (iv) obligations which are evidenced by notes, acceptances, or other
instruments (other than with respect to accounts payable arising in the ordinary
course of such Person’s business payable on terms customary in the trade), (v)
obligations of such Person to purchase securities or other Property arising out
of or in connection with the sale of the same or substantially similar
securities or Property, (vi) Capitalized Lease Obligations, (vii) obligations in
respect of Letters of Credit, (viii) Contingent Obligations in respect of
Indebtedness of any other Person, (ix) Off-Balance Sheet Liabilities, (x)
Receivables Transaction Attributed Indebtedness, and (xi) any other obligation
for borrowed money or other financial accommodation which in accordance with
Agreement Accounting Principles would be shown as a liability on the
consolidated balance sheet of such Person.

       

      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      “Intercreditor
Agreement” shall mean the Intercreditor Agreement dated as of December 1,
2006, among the Agent, the LC Issuer, the Lenders, the holders of the notes
under the 2005 Note Purchase Agreement, and the holders of the notes under the
2006 Note Purchase Agreement.

      


      “Interest
Expense Coverage Ratio” means, as of any date of calculation, the ratio of (i)
the Borrower’s Consolidated EBIT for the then most recently ended four fiscal
quarters to (ii) the Borrower’s Consolidated Interest Expense for the then most
recently ended four fiscal quarters.

       

      “Interest
Period” means, with respect to a Eurocurrency Advance, a period of one, two,
three or six months commencing on a Business Day selected by a Borrower pursuant
to this Agreement.  Such Interest Period shall end on the day which
corresponds numerically to such date one, two, three or six months thereafter,
provided, however, that if
there is no such numerically corresponding day in such next, second, third or
sixth succeeding month, such Interest Period shall end on the last Business Day
of such next, second, third or sixth succeeding month.  If an Interest
Period would otherwise end on a day which is not a Business Day, such Interest
Period shall end on the next succeeding Business Day, provided, however, that if said
next succeeding Business Day falls in a new calendar month, such Interest Period
shall end on the immediately preceding Business Day.

       

      “Investment”
of a Person means any loan, advance (other than commission, travel and similar
advances to officers and employees made in the ordinary course of business),
extension of credit (other than accounts receivable arising in the ordinary
course of business on terms customary in the trade) or contribution of capital
by such Person; stocks, bonds, mutual funds, partnership interests, notes,
debentures or other securities owned by such Person; any deposit accounts and
certificates of deposit owned by such Person; and structured notes, derivative
financial instruments and other similar instruments or contracts owned by such
Person.

       

      "Joinder
Agreement”
means a Joinder Agreement in the substantially the form of Exhibit B hereto with
such changes thereto as approved by the Agent.

       

      “JPMorgan” means JPMorgan
Chase Bank, N.A. (successor by merger to Bank One, NA (main office Chicago)), a
national banking association, in its individual capacity, and its
successors.

       

      “LC Fee”
is defined in Section 2.22(d).

       

      “LC
Issuer” means JPMorgan (or any subsidiary or affiliate of JPMorgan designated by
JPMorgan) in its capacity as issuer of Facility LCs hereunder.

       

      “LC
Obligations” means, at any time, the sum, without duplication, of (i) the
aggregate undrawn stated amount under all Facility LCs outstanding at such time
plus (ii) the aggregate unpaid amount at such time of all Reimbursement
Obligations.

       

      “LC
Payment Date” is defined in Section 2.22(e).

       

      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      “Lenders”
means the lending institutions listed on the signature pages of this Agreement
and their respective successors and assigns.  Unless otherwise
specified, the term “Lender” includes JPMorgan in its capacity as Swing Line
Lender.

       

      “Lending
Installation” means, with respect to a Lender or the Agent, the office, branch,
subsidiary or affiliate of such Lender or the Agent with respect to each Agreed
Currency listed on Schedule 2 or
otherwise selected by such Lender or the Agent pursuant to Section
2.20.

       

      “Letter
of Credit” of a Person means a letter of credit or similar instrument which is
issued upon the application of such Person or upon which such Person is an
account party or for which such Person is in any way liable.

       

      “Leverage
Ratio” means, as of any date of calculation, the ratio of (i) the Borrower’s
Consolidated Total Debt outstanding on such date to (ii) the Borrower’s
Consolidated Adjusted EBITDA for the then most recently ended four fiscal
quarters.

       

      “Lien”
means any lien (statutory or other), mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance or preference, priority or other
security agreement or preferential arrangement of any kind or nature whatsoever
(including, without limitation, the interest of a vendor or lessor under any
conditional sale, Capitalized Lease or other title retention
agreement).

       

      “Loan”
means a Revolving Loan or a Swing Line Loan, as applicable.

       

      “Loan
Documents” means this Agreement, the Facility LC Applications, any Notes issued
pursuant to Section 2.16, each Guaranty and each other agreement or documents
executed or delivered pursuant hereto.

       

      "London
Administrative Office" means the Affiliate of the Agent in London, England
designated by the Administrative Agent from time to time as the London
Administrative Office for purposes of this Agreement.  As of the
Effective Date, the Affiliate so designated is J.P. Morgan Europe Limited,
together with its affiliates and any successors.

       

      "Mandatory
Cost Rate" is defined on Schedule 1.1(c) hereto.

       

      “Material
Adverse Effect” means a material adverse effect on (i) the business, Property,
condition (financial or otherwise) or results of operations of the Borrower and
its Subsidiaries taken as a whole, (ii) the ability of the Borrower or any
Guarantor to perform its obligations under the Loan Documents to which it is a
party, or (iii) the validity or enforceability of any of the Loan Documents or
the rights or remedies of the Agent, the LC Issuer or the Lenders
thereunder.

       

      "Material
Indebtedness" means (a) Indebtedness under the 2005 Note Purchase Agreement, (b)
Indebtedness under the 2006 Note Purchase Agreement, and (c) any other
Indebtedness (other than the Loans and Facility LC's) of the Borrower in an
aggregate principal amount exceeding $10,000,000.

       

      “Modify”
and “Modification” are defined in Section 2.22(a).

       

      
        
           


        

        
          12

          
            

          

        

        
           


        

      


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

       

      “Multiemployer
Plan” means a Plan maintained pursuant to a collective bargaining agreement or
any other arrangement to which the Borrower or any member of the Controlled
Group is a party to which more than one employer is obligated to make
contributions.

       

      “National
Currency Unit” means the unit of currency (other than a Euro unit) of each
member state of the European Union that participates in the third stage of
Economic and Monetary Union.

       

      “Net
Mark-to-Market Exposure” of a Person means, as of any date of determination, the
excess (if any) of all unrealized losses over all unrealized profits of such
Person arising from Rate Management Transactions.  “Unrealized losses”
means the fair market value of the cost to such Person of replacing such Rate
Management Transaction as of the date of determination (assuming the Rate
Management Transaction were to be terminated as of that date), and “unrealized
profits” means the fair market value of the gain to such Person of replacing
such Rate Management Transaction as of the date of determination (assuming such
Rate Management Transaction were to be terminated as of that date).

       

      “Non-U.S.
Lender” is defined in Section 3.5(d).

       

      “Note”
means paragraphs (a) and (b) of Section 2.16 and the entries maintained in the
accounts maintained pursuant thereto which are deemed notes of the Borrower
issued pursuant to this Agreement, and any additional promissory note issued
pursuant to Section 2.16 in the form of Exhibit C hereto.

       

      “Obligations”
means all unpaid principal of and accrued and unpaid interest on the Loans, all
Reimbursement Obligations, all accrued and unpaid fees and all expenses,
reimbursements, indemnities and other obligations of the Borrowers or any of
them to the Lenders or to any Lender, the Agent, the LC Issuer or any
indemnified party arising under the Loan Documents.

       

      “Off-Balance
Sheet Liability” of a Person means (i) any repurchase obligation or liability of
such Person with respect to accounts or notes receivable sold by such Person,
(ii) any liability under any Sale and Leaseback Transaction that is not a
Capitalized Lease or so-called “synthetic lease” transaction, but excluding from
this clause (ii) all such Sale and Leaseback Transactions existing as of the
Effective Date where the liability is less than $10,000,000 in the aggregate and
such Sale and Leaseback Transactions entered into after the Effective Date where
the liability is less than $20,000,000 in the aggregate (in each case as
determined by aggregating the present value, applying an appropriate discount
rate from the date on which each fixed lease payment is due under such lease to
such date of determination), (iii) any liability under any so-called “synthetic
lease” transaction entered into by such Person, or (iv) any obligation arising
with respect to any other transaction which is the functional equivalent of or
takes the place of borrowing but which does not constitute a liability on the
balance sheets of such Person, but excluding from this clause (iv) Operating
Leases.

       

      
        
           


        

        
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      “Operating
Lease” of a Person means any lease of Property (other than a Capitalized Lease)
by such Person as lessee which has an original term (including any required
renewals and any renewals effective at the option of the lessor) of one year or
more.

       

      “Other
Taxes” is defined in Section 3.5(b).

       

      “Outstanding
Credit Exposure” means, as to any Lender at any time, the sum of (i) the
aggregate principal Dollar Amount of its Revolving Loans outstanding at such
time, plus (ii)
an amount equal to its Pro Rata Share of the aggregate principal amount of Swing
Line Loans outstanding at such time, plus (iii) the Dollar
Amount of its Pro Rata Share of the LC Obligations at such time.

       

      “Participants”
is defined in Section 12.1(c).

       

      “Payment
Date” means the last Business Day of each quarter.

       

      “PBGC”
means the Pension Benefit Guaranty Corporation, or any successor
thereto.

       

      “Permitted
Encumbrances” means:

       

      (a)         Liens
for taxes, assessments or governmental charges or levies on the Borrower’s or a
Subsidiary’s Property if the same shall not at the time be delinquent or
thereafter can be paid without penalty, or are being contested in good faith and
by appropriate proceedings and for which adequate reserves in accordance with
Agreement Accounting Principles shall have been set aside on the books of the
Borrower or such Subsidiary.

       

      (b)         Liens
imposed by law, such as carriers’, warehousemen’s and mechanics’ liens and other
similar liens arising in the ordinary course of business which secure payment of
obligations not more than 60 days past due.

       

      (c)         Liens
arising out of pledges or deposits under worker’s compensation laws,
unemployment insurance, old age pensions, or other social security or retirement
benefits, or similar legislation.

       

      (d)         Utility
easements, building restrictions and such other encumbrances or charges against
real property as are of a nature generally existing with respect to properties
of a similar character and which do not in any material way affect the
marketability of the same or interfere with the use thereof in the business of
the Borrower or its Subsidiaries.

       

      (e)         Liens
existing on the date hereof and described in Schedule
6.16.

       

      (f)      
   Liens incurred in connection with any transfer of an interest
in accounts or notes receivable or related assets as part of a Qualified
Receivables Transaction.

       

      (g)         Liens
created after the date hereof by conditional sale or other title retention
agreements (including Capitalized Leases) or in connection with purchase money
Indebtedness with respect to equipment and fixtures acquired by the Borrower or
its Subsidiaries in the ordinary course of business, involving the incurrence of
an aggregate amount of Indebtedness of no more than $10,000,000 outstanding at
any time for all such Liens (provided that such Liens attach only to the assets
financed and such Indebtedness is incurred within 30 days following such
purchase and does not exceed 100% of the purchase price of the subject
assets).

       

      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      (h)         Liens
arising in the ordinary course of business which are contractual rights in
accordance with the standard terms of a creditor depository institution relating
to bankers’ liens, rights of set-off or similar rights relating to the
establishment of depositary relationships with banks and not given in connection
with the issuance of, or to secure, any Indebtedness.

       

      (i)         In
addition to Liens otherwise described in clauses (a) through (g) above, Liens
securing an aggregate amount of Indebtedness outstanding at any time of no more
than $10,000,000.

       

      “Person”
means any natural person, corporation, firm, joint venture, partnership, limited
liability company, association, enterprise, trust or other entity or
organization, or any government or political subdivision or any agency,
department or instrumentality thereof.

       

      “Plan”
means an employee pension benefit plan which is covered by Title IV of ERISA or
subject to the minimum funding standards under Section 412 of the Code as to
which the Borrower or any member of the Controlled Group may have any
liability.

       

      “Pricing
Schedule” means the Schedule attached hereto identified as such.

       

      “Prime
Rate” means a rate per annum equal to the prime rate of interest announced from
time to time by JPMorgan or its parent (which is not necessarily the lowest rate
charged to any customer), changing when and as said prime rate
changes.

       

      “Property”
of a Person means any and all property, whether real, personal, tangible,
intangible, or mixed, of such Person, or other assets owned, leased or operated
by such Person.

       

      “Pro Rata
Share” means, with respect to a Lender, a portion equal to a fraction the
numerator of which is such Lender’s Commitment and the denominator of which is
the Aggregate Commitment (or, if the Commitments have expired or been
terminated, the amount of such Commitment or Aggregate Commitment in effect
immediately prior to such expiration or termination).

       

      “Qualified
Receivables Transaction” means any transaction or series of transactions that
may be entered into by the Borrower or any Subsidiary pursuant to which the
Borrower or any Subsidiary may sell, convey or otherwise transfer to a
newly-formed Subsidiary or other special-purpose entity, or any other Person,
any accounts or notes receivable and rights related thereto on a limited
recourse basis, provided that (i) such sale, conveyance or transfer qualifies as
a sale under Agreement Accounting Principles and (ii) the Receivables
Transaction Attributed Indebtedness incurred in such transaction or series of
transactions does not exceed fifteen percent (15%) of the total assets of the
Borrower and its Subsidiaries on a consolidated basis at any one time
outstanding.

       

      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      “Rate
Management Transaction” means any transaction (including an agreement with
respect thereto) now existing or hereafter entered into by a Borrower which is a
rate swap, basis swap, forward rate transaction, commodity swap, commodity
option, equity or equity index swap, equity or equity index option, bond option,
interest rate option, foreign exchange transaction, cap transaction, floor
transaction, collar transaction, forward transaction, currency swap transaction,
cross-currency rate swap transaction, currency option or any other similar
transaction (including any option with respect to any of these transactions) or
any combination thereof, whether linked to one or more interest rates, foreign
currencies, commodity prices, equity prices or other financial
measures.

       

      “Rate
Management Obligations” of a Person means any and all obligations of such
Person, whether absolute or contingent and howsoever and whensoever created,
arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefor), under (i) any and all Rate
Management Transactions, and (ii) any and all cancellations, buy backs,
reversals, terminations or assignments of any Rate Management
Transactions.

       

      “Receivables
Transaction Attributed Indebtedness” means the amount of obligations outstanding
under the legal documents entered into as part of any Qualified Receivables
Transaction on any date of determination that would be characterized as
principal if such Qualified Receivables Transaction were structured as a secured
lending transaction rather than as a purchase.

       

      “Receivables
Transaction Financing Cost” means such portion of the fees, service charges, and
other costs, as well as all collections or other amounts retained by purchasers
of accounts or notes receivable and rights related thereto pursuant to a
Qualified Receivables Transaction, which are in excess of amounts paid to the
Borrower and its Subsidiaries under any Qualified Receivables Transaction for
the purchase of accounts or notes receivable and rights related thereto pursuant
to such Qualified Receivables Transaction and are the equivalent of the interest
component of the financing if the transaction were characterized as a secured
lending transaction rather than as a purchase.

       

      “Register”
is defined in Section 12.1(b).

       

      “Regulation
D” means Regulation D of the Board of Governors of the Federal Reserve System as
from time to time in effect and any successor thereto or other regulation or
official interpretation of said Board of Governors relating to reserve
requirements applicable to member banks of the Federal Reserve
System.

       

      “Regulation
U” means Regulation U of the Board of Governors of the Federal Reserve System as
from time to time in effect and any successor or other regulation or official
interpretation of said Board of Governors relating to the extension of credit by
banks for the purpose of purchasing or carrying margin stocks applicable to
member banks of the Federal Reserve System.

       

      
        
           


        

        
          16

          
            

          

        

        
           


        

      


      “Reimbursement
Obligations” means, at any time, the aggregate of all obligations of each
Borrower then outstanding under Section 2.22 to reimburse the LC Issuer for
amounts paid by the LC Issuer in respect of any one or more drawings under
Facility LCs.

       

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

       

      “Reportable
Event” means a reportable event as defined in Section 4043 of ERISA and the
regulations issued under such section, with respect to a Plan, excluding,
however, such events as to which the PBGC has by regulation waived the
requirement of Section 4043(a) of ERISA that it be notified within 30 days of
the occurrence of such event, provided, however, that a
failure to meet the minimum funding standard of Section 412 of the Code and of
Section 302 of ERISA shall be a Reportable Event regardless of the issuance of
any such waiver of the notice requirement in accordance with either Section
4043(a) of ERISA or Section 412(d) of the Code.

       

      “Reports”
is defined in Section 9.6(a).

       

      “Required
Lenders” means Lenders in the aggregate having at least fifty-one percent (51%)
of the Aggregate Commitment or, if the Aggregate Commitment has been terminated,
Lenders in the aggregate holding at least fifty-one percent (51%) of the
Aggregate Outstanding Credit Exposure.

       

      “Reserve
Requirement” means, with respect to an Interest Period, the maximum aggregate
reserve requirement (including all basic, supplemental, marginal and other
reserves) which is imposed under Regulation D on Eurocurrency
liabilities.

       

      “Restricted
Payment” means, with respect to any Person, (i) any dividend or other
distribution on any shares of such Person’s capital stock (except dividends
payable solely in shares of its capital stock) or (ii) any Stock Purchase
Restricted Payment.

       

      “Restructuring
Charges” means certain cash charges related to the Borrower’s restructuring
program announced on or about January 31, 2008 only insofar as such charges
specifically relate to the following categories of expense: severance; retained
restructuring consulting; equipment transfer; employee outplacement;
environmental services; and employee insurance continuation.

      


      “Revolving
Loan” means, with respect to a Lender, such Lender’s loan made pursuant to its
commitment to lend set forth in Section 2.1 (or any conversion or continuation
thereof).

      


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

       

      “Sale and
Leaseback Transaction” means any sale or other transfer of Property by any
Person with the intent to lease such Property as lessee.

       

      
        
           


        

        
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      “Schedule”
refers to a specific schedule to this Agreement, unless another document is
specifically referenced.

       

      “Section”
means a numbered section of this Agreement, unless another document is
specifically referenced.

       

      “Secured
Obligations” means, collectively, (i) the Obligations and (ii) all Rate
Management Obligations owing to one or more Lenders.

       

      "Significant
Obligations" means Indebtedness (other than the Loans and Facility LC's) or Rate
Management Obligations of any one or more of the Borrower and its Subsidiaries
in an aggregate principal amount exceeding $20,000,000.  For purposes
of determining Significant Obligations, the "principal amount" of the Rate
Management Obligations at any time shall be determined based on the Net
Mark-to-Market Exposure of the Borrower or any Subsidiary).

       

      "Significant
Subsidiary" means any Subsidiary that, together with its subsidiaries,
constitutes more than 10% of the consolidated total assets or revenues of the
Borrower as of the most recently ended fiscal quarter.

       

      “Single
Employer Plan” means a Plan maintained by the Borrower or any member of the
Controlled Group for employees of the Borrower or any member of the Controlled
Group.

       

      “Stock
Purchase Restricted Payment” means, with respect to any Person, any net payment
declared or made on account of the purchase, redemption, retirement, acquisition
or sale of (A) any shares of such Person’s capital stock or (B) any option,
warrant or other right to acquire shares of such Person’s capital
stock.

       

      “Subsidiary”
of a Person means (i) any corporation more than 50% of the outstanding
securities having ordinary voting power of which shall at the time be owned or
controlled, directly or indirectly, by such Person or by one or more of its
Subsidiaries or by such Person and one or more of its Subsidiaries, or (ii) any
partnership, limited liability company, association, joint venture or similar
business organization more than 50% of the ownership interests having ordinary
voting power of which shall at the time be so owned or
controlled.  Unless otherwise expressly provided, all references
herein to a “Subsidiary” shall mean a Subsidiary of the Borrower.

       

      “Substantial
Portion” means, with respect to the Property of the Borrower and its
Subsidiaries, Property which represents more than 15% of the consolidated assets
of the Borrower and its Subsidiaries or property which is responsible for more
than 15% of the consolidated net revenues of the Borrower and its Subsidiaries,
in each case, as would be shown in the consolidated financial statements of the
Borrower and its Subsidiaries as at the beginning of the twelve-month period
ending with the month in which such determination is made (or if financial
statements have not been delivered hereunder for that month which begins the
twelve-month period, then the financial statements delivered hereunder for the
quarter ending immediately prior to that month).

       

      
        
           


        

        
          18

          
            

          

        

        
           


        

      


      “Swing
Line Borrowing Notice” is defined in Section 2.2(c).

       

      “Swing
Line Lender” means JPMorgan or such other Lender which may succeed to its rights
and obligations as Swing Line Lender pursuant to the terms of this
Agreement.

       

      “Swing
Line Limit” means $25,000,000.

       

      “Swing
Line Loan” means a Loan made available to a Borrower by the Swing Line Lender
pursuant to Section 2.2.

       

      “Taxes”
means any and all present or future taxes, duties, levies, imposts, deductions,
charges or withholdings, and any and all liabilities with respect to the
foregoing, but excluding Excluded
Taxes and Other Taxes.

       

      “Transferee”
is defined in Section 12.2.

       

      "2005
Note Purchase Agreement” means the Note Purchase Agreement dated as of
September 29, 2005 between the Borrower and the purchasers named therein,
as amended, supplemented or modified from time to time in accordance with the
terms thereof.

      


      “2006
Note Purchase Agreement” means the Note Purchase Agreement dated as of
December 7, 2006 between the Borrower and the purchasers named therein, as
amended, supplemented or modified from time to time in accordance with the terms
thereof.

       

      “Type”
means, with respect to any Advance, its nature as a Floating Rate Advance or a
Eurocurrency Advance and with respect to any Loan, its nature as a Floating Rate
Loan or a Eurodollar Loan.

       

      “Unfunded
Liabilities” means the amount (if any) by which the present value of all vested
and unvested accrued benefits under all Single Employer Plans exceeds the fair
market value of all such Plan assets allocable to such benefits, all determined
as of the then most recent valuation date for such Plans using PBGC actuarial
assumptions for single employer plan terminations.

       

      “Unmatured
Default” means an event which but for the lapse of time or the giving of notice,
or both, would constitute a Default.

       

      “Wholly-Owned
Subsidiary” of a Person means (i) any Subsidiary all of the outstanding voting
securities of which shall at the time be owned or controlled, directly or
indirectly, by such Person or one or more Wholly-Owned Subsidiaries of such
Person, or by such Person and one or more Wholly-Owned Subsidiaries of such
Person, or (ii) any partnership, limited liability company, association, joint
venture or similar business organization 100% of the ownership interests having
ordinary voting power of which shall at the time be so owned or
controlled.

       

      The
foregoing definitions shall be equally applicable to both the singular and
plural forms of the defined terms.

       

      
        
           


        

        
          19

          
            

          

        

        
           


        

      


      ARTICLE
2

       

      THE
CREDITS

       

      Section
2.1             Commitment.
From and
including the date of this Agreement and prior to the Facility Termination Date,
each Lender severally agrees, on the terms and conditions set forth in this
Agreement, to (i) make Revolving Loans to a Borrower in Agreed Currencies and
(ii) participate in Facility LCs issued upon the request of a Borrower, provided that, (x)
after giving effect to the making of each such Loan and the issuance of each
such Facility LC, such Lender’s Outstanding Credit Exposure shall not exceed the
Dollar Amount of its Commitment, (y) at no time shall the outstanding amount of
Loans in currencies other than Dollars plus the LC Obligations for Facility LCs
in currencies other than Dollars exceed a Dollar Amount equal to $75,000,000 and
(z) all Floating Rate Loans shall be made in Dollars.  Subject to the
terms of this Agreement, each Borrower may borrow, repay and reborrow at any
time prior to the Facility Termination Date.  The Commitments to
extend credit hereunder shall expire on the Facility Termination
Date.  The LC Issuer will issue Facility LCs hereunder on the terms
and conditions set forth in Section 2.22.

       

      Section
2.2              Swing Line
Loans.

       

      (a)         Amount of Swing Line
Loans.  Upon the satisfaction of the applicable conditions
precedent set forth in Article 4, from and including the date of this Agreement
and prior to the Facility Termination Date, the Swing Line Lender may, in its
sole discretion and on the other terms and conditions set forth in this
Agreement, make Swing Line Loans in any Agreed Currency to any Borrower from
time to time in an aggregate principal amount not to exceed the Swing Line
Limit, provided
that the Aggregate Outstanding Credit Exposure shall not at any time exceed the
Aggregate Commitment.  Subject to the terms of this Agreement, each
Borrower may borrow, repay and reborrow Swing Line Loans at any time prior to
the Facility Termination Date.

       

      (b)         Discretionary
Nature.  Each Swing Line Loan by the Swing Line Lender to any
Borrower shall be in the Swing Line Lender’s sole discretion, and the Swing Line
Lender need not show that an adverse change has occurred in any such Borrower’s
condition, financial or otherwise, or that any of the conditions of this Section
2.2 or Article 4 or otherwise of this Agreement have not been met, in order to
refuse to make any requested Swing Line Loan.

       

      (c)         Borrowing
Notice.  To request a Swing Line Loan, the applicable Borrower
shall notify the Agent and the Swing Line Lender of such request by telephone
(confirmed in a writing acceptable to the Agent if requested by the Agent) in
the case of Swing Line Loans to the Borrower denominated in Dollars and by such
other means as required by the Agent in all other cases, not later than (i) 1:00
p.m., Chicago time on the day of any proposed Swing Line Loan in the case of any
Swing Line Loan to the Borrower denominated in Dollars, (ii) 9:00 a.m. London
time on the day of any proposed Swing Line Loan in the case of any Swing Line
Loan denominated in Euros, or (iii) 9:00 a.m. London time on the number of
Business Days required by the Agent prior to the day of any proposed Swing Line
Loan in the case of any other Swing Line Loan for such type of Swing Line Loan;
or, in each of the foregoing cases, such other times or methods agreed to
between the applicable Borrower and the Agent.  Each such notice shall
be irrevocable and shall specify (A) the requested date (which shall be a
Business Day), (B) the Agreed Currency of such Swing Line Loan, (C) the amount
of the requested Swing Line Loan (which shall be an amount not less than
$1,000,000 (or the Approximate Equivalent Amounts if denominated in an Agreed
Currency other than Dollars) and integral multiples of $100,000 (or the
Approximate Equivalent Amounts if denominated in an Agreed Currency other than
Dollars) in excess thereof, or such other amount agreed to among the Swing Line
Lender and the Borrower), and (D) in the case of a Swing Line Loan denominated
in an Agreed Currency other than Dollars, such other information required by the
Swing Line Lender.  The Swing Line Loans shall bear interest at a rate
separately agreed to among the applicable Borrower and the Agent

       

      
        
           


        

        
          20

          
            

          

        

        
           


        

      


      (d)        Making of Swing Line
Loans.  Not later than 3:00 p.m., local time, on the applicable
Borrowing Date, the Swing Line Lender shall (if it has determined in its sole
discretion to make the requested Swing Line Loan) make available the Swing Line
Loan, to such account of the applicable Borrower as agreed upon between the
Agent and the Borrower.  The Agent will promptly make the funds so
received from the Swing Line Lender available to the applicable Borrower on the
Borrowing Date at such account.  If the Swing Line Lender determines
not to make a requested Swing Line Loan, it will promptly notify the applicable
Borrower, the Agent and the other Lenders of such
determination.  Notwithstanding anything in this Section 2.2 or
elsewhere to the contrary, the Agent, the Swing Line Lender and the applicable
Borrower may agree to make any other arrangements for the making of Swing Line
Loans.

       

      (e)         Repayment of Swing Line
Loans.  Each Swing Line Loan shall be paid in full on the
earlier of (i) the 7th
Business Day after the applicable Borrowing Date (or such earlier or later date
as the Borrower and the Swing Line Lender may agree) or (ii) the Facility
Termination Date.  In addition, the Swing Line Lender may at any time
in its sole discretion with respect to any outstanding Swing Line Loan require
each Lender (including the Swing Line Lender) to make a Revolving Loan in the
amount of such Lender’s Pro Rata Share of such Swing Line Loan (including,
without limitation, any interest accrued and unpaid thereon), for the purpose of
repaying such Swing Line Loan.  Not later than 12:00 noon (local time)
on the date of any notice received pursuant to this Section 2.2(e), each Lender
shall make available its required Revolving Loan, in funds immediately available
to the Agent at the Lending Installation of the Agent designated by the Agent
for such Revolving Loan.  Revolving Loans made pursuant to this
Section 2.2(e) shall initially be Floating Rate Loans (if the related Swing Line
Loan was denominated in Dollars) or a Eurocurrency Loan with an Interest Period
of one month (if the related Swing Line Loan was not denominated in Dollars) and
thereafter may be continued as Floating Rate Loans (if such Loan is denominated
in Dollars) or converted into Eurocurrency Loans or, as applicable, continued as
Eurocurrency Loans of the same or other permitted Interest Periods in the manner
provided in Section 2.10 and subject to the other conditions and limitations set
forth in this Article 2.  If (A) prior to the time any such Revolving
Loan would have otherwise been made pursuant to this Section 2.2(e) one of the
events described in Sections 7.7 or 7.8 has occurred with respect to the
relevant Borrower, (B) the relevant Borrower is a Foreign Subsidiary Borrower
that has not been approved by all Lenders or (C) for any other reason, as
determined by the Agent in its sole discretion, Revolving Loans may not be made
as contemplated by this Section 2.2(e), each Lender shall, on the date such
Revolving Loan was to have been made pursuant to the notice referred to in this
Section 2.2(e), purchase for cash an undivided participating interest in the
then outstanding Swing Line Loans by paying to the Swing Line Lender an amount
equal to (i) such Lender’s Pro Rata Share times (ii) the sum of
the aggregate principal amount of Swing Line Loans then outstanding that were to
have been repaid with such Revolving Loans.  Unless a Lender shall
have notified the Swing Line Lender, prior to its making any Swing Line Loan,
that any applicable condition precedent set forth in Sections 4.1 or 4.2 for the
Borrower or Sections 4.3 or 4.4 for any Foreign Subsidiary Borrower had not then
been satisfied, such Lender’s obligation to make Revolving Loans pursuant to
this Section 2.2(e) to repay Swing Line Loans and to purchase participating
interests pursuant to this  Section 2.2(e) shall be unconditional,
continuing, irrevocable and absolute and shall not be affected by any
circumstances, including, without limitation, (w) any set-off, counterclaim,
recoupment, defense or other right which such Lender may have against the Agent,
the Swing Line Lender or any other Person, (x) the occurrence or continuance of
a Default or Unmatured Default, (y) any adverse change in the condition
(financial or otherwise) of any Borrower, or (z) any other circumstances,
happening or event whatsoever.  In the event that any Lender fails to
make payment to the Agent of any amount due under this Section 2.2(e), the Agent
shall be entitled to receive, retain and apply against such obligation the
principal and interest otherwise payable to such Lender hereunder until the
Agent receives such payment from such Lender or such obligation is otherwise
fully satisfied.  In addition to the foregoing, if for any reason any
Lender fails to make payment to the Agent of any amount due under this Section
2.2(e), such Lender shall be deemed, at the option of the Agent, to have
unconditionally and irrevocably purchased from the Swing Line Lender, without
recourse or warranty, an undivided interest and participation in the applicable
Swing Line Loan in the amount of such Revolving Loan, and such interest and
participation may be recovered from such Lender together with interest thereon
at the applicable interest rate for each day during the period commencing on the
date of demand and ending on the date such amount is received.  On the
Facility Termination Date, each Borrower shall repay in full the outstanding
principal balance of the Swing Line Loans owing by it.

       

      
        
           


        

        
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      Section
2.3             Determination of Dollar
Amounts; Required Payments; Termination. The Agent
will determine the Dollar Amount of:

       

      (a)           each
Credit Extension as of the date three Business Days prior to (i) in the case of
an Advance, the Borrowing Date or, if applicable, date of
conversion/continuation of such Advance, and (ii) in the case of a Facility LC,
the date for which a Borrower has requested issuance of such Facility LC,
and

       

      (b)           all
outstanding Credit Extensions on and as of the last Business Day of each month
and on any other Business Day elected by the Agent in its discretion or upon
instruction by the Required Lenders.

       

      Each day
upon or as of which the Agent determines Dollar Amounts as described in the
preceding clauses (a) and (b) is herein described as a “Computation Date” with
respect to each Credit Extension for which a Dollar Amount is determined on or
as of such day.  If at any time the Dollar Amount of the Aggregate
Outstanding Credit Exposure (calculated, with respect to those Credit Extensions
denominated in Agreed Currencies other than Dollars, as of the most recent
Computation Date with respect to each such Credit Extension) exceeds the
Aggregate Commitment, the Borrowers shall immediately repay Advances in an
aggregate principal amount sufficient to eliminate any such excess.

       

      
        
           


        

        
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      The
Aggregate Outstanding Credit Exposure and all other unpaid Obligations owing by
each Borrower shall be paid in full by each such Borrower on the Facility
Termination Date.

       

      Section
2.4              Ratable Loans.
Each
Advance hereunder (other than any Swing Line Loan) shall consist of Revolving
Loans made from the several Lenders ratably according to their Pro Rata
Shares.

       

      Section
2.5              Types of Advances.
The
Advances may be Revolving Loans consisting of Floating Rate Advances or
Eurocurrency Advances, or a combination thereof, selected by a Borrower in
accordance with Sections 2.9 and 2.10, or Swing Line Loans selected by a
Borrower in accordance with Section 2.2.

       

      Section
2.6              Commitment Fee; Reductions
in Aggregate Commitment. The
Borrower agrees to pay to the Agent for the account of each Lender according to
its Pro Rata Share a commitment fee at a per annum rate equal to the Applicable
Fee Rate on the average daily Available Aggregate Commitment from the date
hereof to and including the Facility Termination Date, payable in arrears on
each Payment Date hereafter and on the Facility Termination
Date.  Swing Line Loans shall not count as usage of any Lender’s
Commitment for the purpose of calculating the commitment fee due
hereunder.  The Borrower may permanently reduce the Aggregate
Commitment in whole, or in part ratably among the Lenders in integral multiples
of $10,000,000 (or the Approximate Equivalent Amount if denominated in an Agreed
Currency other than Dollars), upon at least three Business Days’ prior written
notice to the Agent, which notice shall specify the amount of any such
reduction, provided, however, that the
amount of the Aggregate Commitment may not be reduced below the Aggregate
Outstanding Credit Exposure.  All accrued commitment fees shall be
payable on the effective date of any termination of the obligations of the
Lenders to make Credit Extensions hereunder.  For purposes of
calculating the commitment fee hereunder, the principal amount of each Credit
Extension made in an Agreed Currency other than Dollars shall be at any time the
Dollar Amount of such Credit Extension as determined on the most recent
Computation Date with respect to such Credit Extension.

       

      Section
2.7              Minimum Amount of Each
Advance. Each
Eurocurrency Advance shall be in a minimum amount of $3,000,000 and in multiples
of $1,000,000 if in excess thereof (or the Approximate Equivalent Amounts if
denominated in an Agreed Currency other than Dollars), and each Floating Rate
Advance (other than an Advance to repay Swing Line Loans) shall be in the
minimum amount of $3,000,000 and in multiples of $1,000,000 if in excess
thereof, provided, however, that any
Floating Rate Advance may be in the amount of the Available Aggregate
Commitment.

       

      Section
2.8              Optional Principal
Payments. Any
Borrower may from time to time pay, without penalty or premium, all outstanding
Floating Rate Advances (other than Swing Line Loans), or, in a minimum aggregate
amount of $3,000,000 or any integral multiple of $1,000,000 in excess thereof,
any portion of the outstanding Floating Rate Advances upon one Business Day’s
prior written notice to the Agent.  Any Borrower may from time to time
pay, subject to the payment of any funding indemnification amounts required by
Section 3.4 but without penalty or premium, all outstanding Eurocurrency
Advances, or, in a minimum aggregate amount of $3,000,000 or any integral
multiple of $1,000,000 in excess thereof (or the Approximate Equivalent Amount
if denominated in an Agreed Currency other than Dollars), any portion of the
outstanding Eurocurrency Advances upon three Business Days’ prior written notice
to the Agent.  Any Borrower may from time to time pay, without penalty
or premium, all outstanding Swing Line Loans, or, in a minimum amount of
$100,000 and increments of $100,000 in excess thereof, any portion of the
outstanding Swing Line Loans, with notice to the Agent and the Swing Line Lender
by 12:00 noon (local time) on the date of repayment.

       

      
        
           


        

        
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      Section
2.9              Method of Selecting Types
and Interest Periods for New Advances. Other
than with respect to Swing Line Loans (which shall be governed by Section 2.2),
a Borrower shall select the Type of Advance and, in the case of each
Eurocurrency Advance, the Interest Period and Agreed Currency applicable thereto
from time to time.  Each Borrower shall give the Agent irrevocable
written notice (a “Borrowing Notice”) not later (i) than 10:00 a.m. (Chicago
time) at least one Business Day before the Borrowing Date of each Floating Rate
Advance and three Business Days before the Borrowing Date for each Eurocurrency
Advance denominated in Dollars or (ii) not later than 11:00 a.m., London time at
least four Business Days before the Borrowing Date for each Eurocurrency Advance
denominated in an Agreed Currency other than Dollars, specifying:

       

      (a)         the
Borrowing Date, which shall be a Business Day, of such Advance,

       

      (b)         the
aggregate amount of such Advance,

       

      (c)         the
Type of Advance selected,

       

      (d)         the
account to be used for funding such Advance; and

       

      (e)         in
the case of each Eurocurrency Advance, the Interest Period and Agreed Currency
applicable thereto.

       

      Section
2.10            Conversion and Continuation
of Outstanding Advances. Floating
Rate Advances (other than Swing Line Loans) shall continue as Floating Rate
Advances unless and until such Floating Rate Advances are converted into
Eurocurrency Advances pursuant to this Section 2.10 or are repaid in accordance
with Section 2.8.  Each Eurocurrency Advance shall continue as a
Eurocurrency Advance until the end of the then applicable Interest Period
therefor, at which time:

       

      (a)        each
such Eurocurrency Advance denominated in Dollars shall be automatically
converted into a Floating Rate Advance unless (x) such Eurocurrency Advance is
or was repaid in accordance with Section 2.8 or (y) the applicable Borrower
shall have given the Agent a Conversion/Continuation Notice (as defined below)
requesting that, at the end of such Interest Period, such Eurocurrency Advance
either continue as a Eurocurrency Advance for the same or another Interest
Period or be converted into a Floating Rate Advance; and

       

      (b)        each
such Eurocurrency Advance denominated in an Agreed Currency other than Dollars
shall automatically continue as a Eurocurrency Advance in the same Agreed
Currency with an Interest Period of one month unless (x) such Eurocurrency
Advance is or was repaid in accordance with Section 2.8 or (y) the applicable
Borrower shall have given the Agent a Conversion/Continuation Notice (as defined
below) on or before 11:00 a.m. local time three Business Days prior to the end
of the current Interest Period requesting that, at the end of such Interest
Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the
same or another Interest Period.

       

      
        
           


        

        
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      Subject
to the terms of Section 2.7, each Borrower may elect from time to time to
convert all or any part of an Advance owing by it (other than a Swing Line Loan)
of any Type into any other Type or Types of Advances denominated in the same
Agreed Currency; provided that any
conversion of any Eurocurrency Advance shall be made on, and only on, the last
day of the Interest Period applicable thereto.  Each Borrower shall
give the Agent irrevocable written notice (a “Conversion/Continuation Notice”)
of each conversion of an Advance owing by it or continuation of a Eurocurrency
Advance not later than 11:00 a.m. (Chicago time) at least one Business Day, in
the case of a conversion into a Floating Rate Advance, three Business Days, in
the case of a conversion into or continuation of a Eurocurrency Advance
denominated in Dollars, or four Business Days in the case of a conversion into
or continuation of a Eurocurrency Advance denominated in an Agreed Currency
other than Dollars, prior to the date of the requested conversion or
continuation, specifying:

       

      (i)           the
requested date, which shall be a Business Day, of such conversion or
continuation, and

       

      (ii)          the
Agreed Currency, amount and Type(s) of Advance(s) into which such Advance is to
be converted or continued and, in the case of a conversion into or continuation
of a Eurocurrency Advance, the duration of the Interest Period applicable
thereto.

       

      Section
2.11             Method of Borrowing.
On each
Borrowing Date, each Lender shall make available its Loan or Loans, if any, (i)
if such Loan is denominated in Dollars, not later than noon, Chicago time, in
Federal or other funds immediately available to the Agent, in Chicago, Illinois
at its address specified in or pursuant to Article 13 and, (ii) if such Loan is
denominated in an Agreed Currency other than Dollars, not later than noon, local
time, in the city of the Agent’s Eurocurrency Payment Office for such currency,
in such funds as may then be customary for the settlement of international
transactions in such currency in the city of and at the address of the Agent’s
Eurocurrency Payment Office for such currency.  Unless the Agent
determines that any applicable condition specified in Article 4 has not
been satisfied, the Agent will make the funds so received from the Lenders
available to the applicable Borrower at the Agent’s aforesaid
address.  Notwithstanding the foregoing provisions of this Section
2.11, to the extent that a Loan made by a Lender matures on the Borrowing Date
of a requested Loan, such Lender shall apply the proceeds of the Loan it is then
making to the repayment of principal of the maturing Loan.

       

      Section
2.12            Changes in Interest Rate,
etc. Each
Floating Rate Advance (other than a Swing Line Loan) shall bear interest on the
outstanding principal amount thereof, for each day from and including the date
such Advance is made or is converted from a Eurocurrency Advance into a Floating
Rate Advance pursuant to Section 2.10 to but excluding the date it becomes due
or is converted into a Eurocurrency Advance pursuant to Section 2.10 hereof, at
a rate per annum equal to the Floating Rate for such day.  Each Swing
Line Loan shall bear interest on the outstanding principal amount thereof, for
each day from and including the day such Swing Line Loan is made to but
excluding the date it is paid, at a rate per annum separately agreed to among
the applicable Borrower and the Swing Line Lender.  Changes in the
rate of interest on that portion of any Advance maintained as a Floating Rate
Advance will take effect simultaneously with each change in the Alternate Base
Rate.  Each Eurocurrency Advance shall bear interest on the
outstanding principal amount thereof from and including the first day of the
Interest Period applicable thereto to (but not including) the last day of such
Interest Period at the interest rate determined by the Agent as applicable to
such Eurocurrency Advance based upon the applicable Borrower’s selections under
Sections 2.9 and 2.10 and otherwise in accordance with the terms
hereof.  No Interest Period may end after the Facility Termination
Date.

       

      
        
           


        

        
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      Section
2.13            Rates Applicable After
Default. Notwithstanding
anything to the contrary contained in Sections 2.9, 2.10 or 2.12, during the
continuance of a Default or Unmatured Default the Required Lenders may, at their
option, by notice to the Borrower (which notice may be revoked at the option of
the Required Lenders notwithstanding any provision of Section 8.2 requiring
unanimous consent of the Lenders to changes in interest rates), declare that no
Advance may be made as, converted into or continued as a Eurocurrency
Advance.  During the continuance of a Default the Required Lenders
may, at their option, by notice to the Borrower (which notice may be revoked at
the option of the Required Lenders notwithstanding any provision of Section 8.2
requiring unanimous consent of the Lenders to changes in interest rates),
declare that (i) each Eurocurrency Advance shall bear interest for the remainder
of the applicable Interest Period at the rate otherwise applicable to such
Interest Period plus 2% per annum, (ii) each Floating Rate Advance shall bear
interest at a rate per annum equal to the Floating Rate in effect from time to
time plus 2% per annum and (iii) the LC Fee shall be increased by 2% per annum,
provided that,
during the continuance of a Default under Section 7.7 or 7.8, the interest rates
set forth in clauses (i) and (ii) above and the increase in the LC Fee set forth
in clause (iii) above shall be applicable to all Credit Extensions without any
election or action on the part of the Agent or any Lender.

       

      Section
2.14            Method of
Payment.

       

      (a)         Each
Advance shall be repaid and each payment of interest thereon shall be paid in
the currency in which such Advance was made or, where such currency has
converted to the Euro, in the Euro.  All payments of the Obligations
hereunder shall be made, without setoff, deduction, or counterclaim, in
immediately available funds to the Agent at (except as set forth in the next
sentence) the Agent’s address specified pursuant to Article 13, or at any other
Lending Installation of the Agent specified in writing by the Agent to the
Borrower, shall be initiated by 12:00 noon (local time) on the date when due and
shall (except (i) in the case of Reimbursement Obligations for which the LC
Issuer has not been fully indemnified by the Lenders, or (ii) with respect to
repayments of Swing Line Loans, or (iii) as otherwise specifically required
hereunder) be applied ratably by the Agent among the Lenders.  All
payments to be made by the Borrowers hereunder in any currency other than
Dollars shall be made in such currency on the date due in such funds as may then
be customary for the settlement of international transactions in such currency
for the account of the Agent, at its Eurocurrency Payment Office for such
currency and shall be applied ratably by the Agent among the
Lenders.  Each payment delivered to the Agent for the account of any
Lender shall be delivered promptly by the Agent to such Lender in the same type
of funds that the Agent received at, (x) with respect to Floating Rate Loans and
Eurocurrency Loans denominated in Dollars, its address specified pursuant to
Article 13 or at any Lending Installation specified in a notice received by the
Agent from such Lender and (y) with respect to Eurocurrency Loans denominated in
an Agreed Currency other than Dollars, in the funds received from the applicable
Borrower at the address of the Agent’s Eurocurrency Payment Office for such
currency.  The Agent is hereby authorized to charge any account of any
Borrower maintained with JPMorgan or any of its Affiliates for each payment of
principal, interest, Reimbursement Obligations and fees due from such Borrower
as it becomes due hereunder.  Each reference to the Agent in this
Section 2.14 shall also be deemed to refer, and shall apply equally, to the LC
Issuer, in the case of payments required to be made by any Borrower to the LC
Issuer pursuant to Section 2.22(f).

       

      
        
           


        

        
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      (b)        
Notwithstanding the foregoing provisions of this Section, if, after the making
of any Advance in any currency other than Dollars, currency control or exchange
regulations are imposed in the country which issues such currency with the
result that the type of currency in which the Advance was made (the “Original
Currency”) no longer exists or a Borrower is not able to make payment to the
Agent for the account of the Lenders in such Original Currency, then all
payments to be made by such Borrower hereunder in such currency shall instead be
made when due in Dollars in an amount equal to the Dollar Amount (as of the date
of repayment) of such payment due, it being the intention of the parties hereto
that the Borrowers take all risks of the imposition of any such currency control
or exchange regulations.

       

      Section
2.15            Advances to Be Made in
Euro. If any
Advance to be made would, but for the provisions of this Section 2.15, be
capable of being made in either the Euro or in a National Currency Unit, such
Advance shall be made in the Euro.

       

      Section
2.16            Noteless Agreement; Evidence
of Indebtedness. (a)  Each
Lender shall maintain in accordance with its usual practice an account or
accounts evidencing the indebtedness of each Borrower to such Lender resulting
from each Loan made by such Lender from time to time, including the amounts of
principal and interest payable and paid to such Lender from time to time
hereunder.

       

      (b)         The
Agent shall also maintain accounts in which it will record (i) the amount of
each Loan made hereunder, the Type thereof and the Interest Period and selection
of Agreed Currency with respect thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from each Borrower to each
Lender hereunder, (c) the original stated amount of each Facility LC and the
amount of LC Obligations outstanding at any time, and (d) the amount of any sum
received by the Agent hereunder from a Borrower and each Lender’s share
thereof.

       

      (c)         Paragraphs
(a) and (b) above and the entries maintained in the accounts maintained pursuant
thereto shall be deemed notes of the Borrower issued pursuant to this
Agreement.  The entries maintained in the accounts maintained pursuant
to paragraphs (a) and (b) above shall be prima facie evidence of the
existence and amounts of the Obligations therein recorded; provided, however, that the
failure of the Agent or any Lender to maintain such accounts or any error
therein shall not in any manner affect the obligation of the applicable Borrower
to repay the Obligations in accordance with their terms.

       

      
        
           


        

        
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      (d)         Any
Lender may request that its Loans be evidenced by an additional promissory note
or, in the case of the Swing Line Lender, additional promissory notes
representing its Revolving Loans and Swing Line Loans, respectively,
substantially in the form of  Exhibit C, with appropriate changes for
notes evidencing Swing Line Loans.  In such event, the Borrower shall
prepare, execute and deliver to such Lender such Note or Notes payable to the
order of such Lender.  Thereafter, the Loans evidenced by each such
additional Note and interest thereon shall at all times (including after any
assignment pursuant to Section 12.1) be represented by one or more additional
Notes payable to the order of the payee named therein or any assignee pursuant
to Section 12.1, except to the extent that any such Lender or assignee
subsequently returns any such additional Note for cancellation and requests that
such Loans once again be evidenced as described in paragraphs (a) and (b)
above.

       

      Section
2.17           Telephonic Notices.
Each
Borrower hereby authorizes the Lenders and the Agent to extend, convert or
continue Advances, effect selections of Agreed Currencies and Types of Advances
and to transfer funds based on telephonic notices (although the Agent may not
accept telephonic notices with respect to any Advances to be made in any Agreed
Currencies other than Dollars to the Borrower) made by any person or persons the
Agent or any Lender in good faith believes to be acting on behalf of such
Borrower, it being understood that the foregoing authorization is specifically
intended to allow Borrowing Notices and Conversion/Continuation Notices to be
given telephonically.  Each Borrower agrees to deliver promptly to the
Agent a written confirmation, if such confirmation is requested by the Agent or
any Lender, of each telephonic notice signed by an Authorized
Officer.  If the written confirmation differs in any material respect
from the action taken by the Agent and the Lenders, the records of the Agent and
the Lenders shall govern absent manifest error.

       

      Section
2.18            Interest Payment Dates;
Interest and Fee Basis. Interest
accrued on each Floating Rate Advance shall be payable on each Payment Date,
commencing with the first such date to occur after the date hereof, on any date
on which the Floating Rate Advance is prepaid, whether due to acceleration or
otherwise, and at maturity.  Interest accrued on that portion of the
outstanding principal amount of any Floating Rate Advance converted into a
Eurocurrency Advance on a day other than a Payment Date shall be payable on the
date of conversion.  Interest accrued on each Eurocurrency Advance
shall be payable on the last day of its applicable Interest Period, on any date
on which the Eurocurrency Advance is prepaid, whether by acceleration or
otherwise, and at maturity.  Interest accrued on each Eurocurrency
Advance having an Interest Period longer than three months shall also be payable
on the last day of each three-month interval during such Interest
Period.  Interest on Eurocurrency Advances (other than Eurocurrency
Advances denominated in British Pounds Sterling), commitment fees and LC Fees
shall be calculated for actual days elapsed on the basis of a 360-day year;
interest on Floating Rate Advances and Eurocurrency Advances denominated in
British Pounds Sterling shall be calculated for actual days elapsed on the basis
of a 365/366-day year.  Interest shall be payable for the day an
Advance is made but not for the day of any payment on the amount paid if payment
is initiated prior to 12:00 noon (local time) at the place of
payment.  If any payment of principal of or interest on an Advance
shall become due on a day which is not a Business Day, such payment shall be
made on the next succeeding Business Day and, in the case of a principal
payment, such extension of time shall be included in computing interest in
connection with such payment.


      
        
           


        

        
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      Section
2.19            Notification of Advances,
Interest Rates, Prepayments and Commitment Reductions. Promptly
after receipt thereof, the Agent will notify each Lender of the contents of each
Aggregate Commitment reduction notice, Borrowing Notice, Swing Line Borrowing
Notice, Conversion/Continuation Notice, and repayment notice received by it
hereunder.  Promptly after notice from the LC Issuer, the Agent will
notify each Lender of the contents of each request for issuance of a Facility LC
hereunder.  The Agent will notify each Lender of the interest rate
applicable to each Eurocurrency Advance promptly upon determination of such
interest rate and will give each Lender prompt notice of each change in the
Alternate Base Rate.

       

      Section
2.20           Lending
Installations. Each
Lender will book its Loans and its participation in any LC Obligations and the
LC Issuer will book the Facility LCs at the appropriate Lending Installation
listed on Schedule
2 or such other Lending Installation designated by such Lender or LC
Issuer in accordance with the final sentence of this Section
2.20.  All terms of this Agreement shall apply to any such Lending
Installation and the Loans, Facility LCs, participations in LC Obligations and
any Notes issued hereunder shall be deemed held by each Lender or the LC Issuer,
as the case may be, for the benefit of any such Lending Installation. Each
Lender and the LC Issuer may, by written notice to the Agent and the Borrower in
accordance with Article 13, designate replacement or additional Lending
Installations through which Loans will be made by it or Facility LCs will be
issued by it and for whose account Loan payments or payments with respect to
Facility LCs are to be made.  If the Borrower is required to pay any
additional amount to any Lender pursuant to Section 3.1, 3.2 or 3.5 as a result
of any change in a Lending Installation, then such Lender shall use reasonable
efforts to designate a different Lending Installation for funding or booking its
Loans hereunder or to assign its rights and obligations hereunder to another of
its offices, branches or affiliates, if, in the judgment of such Lender, such
designation or assignment (i) would eliminate or reduce amounts payable pursuant
to Section 3.1, 3.2 or 3.5, as the case may be, in the future and (ii) would not
subject such Lender to any unreimbursed cost or expense and would not otherwise
be disadvantageous to such Lender.  The Borrower hereby agrees to pay
all reasonable costs and expenses incurred by any Lender in connection with any
such designation or assignment.

       

      Section
2.21            Non-Receipt of Funds by the
Agent. Unless a
Borrower or a Lender, as the case may be, notifies the Agent prior to the date
on which it is scheduled to make payment to the Agent of (i) in the case of a
Lender, the proceeds of a Loan or (ii) in the case of a Borrower, a payment of
principal, interest or fees to the Agent for the account of the Lenders, that it
does not intend to make such payment, the Agent may assume that such payment has
been made.  The Agent may, but shall not be obligated to, make the
amount of such payment available to the intended recipient in reliance upon such
assumption.  If such Lender or Borrower, as the case may be, has not
in fact made such payment to the Agent, the recipient of such payment shall, on
demand by the Agent, repay to the Agent the amount so made available together
with interest thereon in respect of each day during the period commencing on the
date such amount was so made available by the Agent until the date the Agent
recovers such amount at a rate per annum equal to (x) in the case of payment by
a Lender, the Federal Funds Effective Rate for such day for the first three days
and, thereafter, the interest rate applicable to the relevant Loan or (y) in the
case of payment by the Borrower, the interest rate applicable to the relevant
Loan.


      
        
           


        

        
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      Section
2.22            Facility
LCs.

       

      (a)         Issuance.  The
LC Issuer hereby agrees, on the terms and conditions set forth in this
Agreement, to issue standby and commercial Letters of Credit in Agreed
Currencies (each, a “Facility LC”) and to renew, extend, increase, decrease or
otherwise modify each Facility LC (“Modify,” and each such action a
“Modification”), from time to time from and including the date of this Agreement
and prior to the Facility Termination Date upon the request of a Borrower; provided that
immediately after each such Facility LC is issued or Modified, (i) the aggregate
amount of the outstanding LC Obligations shall not exceed $25,000,000 and (ii)
the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate
Commitment.  No Facility LC shall have an expiry date later than the
earlier of (x) the fifth Business Day prior to the Facility Termination Date and
(y) one year after its issuance; provided that any
Facility LC with an expiry date one year after its issuance may provide for
renewal for additional one-year periods (which shall in no event extend beyond
the date referred to in clause (x) above).

       

      (b)         Participations.  Upon
the issuance or Modification by the LC Issuer of a Facility LC in accordance
with this Section 2.22, the LC Issuer shall be deemed, without further action by
any party hereto, to have unconditionally and irrevocably sold to each Lender,
and each Lender shall be deemed, without further action by any party hereto, to
have unconditionally and irrevocably purchased from the LC Issuer, a
participation in such Facility LC (and each Modification thereof) and the
related LC Obligations in proportion to its Pro Rata Share.

       

      (c)         Notice.  Subject
to Section 2.22(a), a Borrower shall give the LC Issuer notice prior to 10:00
a.m. (Chicago time) at least five Business Days prior to the proposed date of
issuance or Modification of each Facility LC, specifying the beneficiary, the
proposed date of issuance (or Modification) and the expiry date of such Facility
LC, and describing the proposed terms of such Facility LC and the nature of the
transactions proposed to be supported thereby.  Upon receipt of such
notice, the LC Issuer shall promptly notify the Agent, and the Agent shall
promptly notify each Lender, of the contents thereof and of the amount of such
Lender’s participation in such proposed Facility LC.  The issuance or
Modification by the LC Issuer of any Facility LC shall, in addition to the
conditions precedent set forth in Article 4 (the satisfaction of which the LC
Issuer shall have no duty to ascertain), be subject to the conditions precedent
that such Facility LC shall be satisfactory to the LC Issuer and that the
applicable Borrower shall have executed and delivered such application agreement
and/or such other instruments and agreements relating to such Facility LC as the
LC Issuer shall have reasonably requested (each, a “Facility LC
Application”).  In the event of any conflict between the terms of this
Agreement and the terms of any Facility LC Application, the terms of this
Agreement shall control.

       

      (d)         LC
Fees.  The Borrower shall pay to the Agent, for the account of
the Lenders ratably in accordance with their respective Pro Rata Shares, (i)
with respect to each standby Facility LC, a letter of credit fee at a per annum
rate equal to the Applicable Fee Rate for standby Facility LCs in effect from
time to time on the average daily undrawn stated amount under such standby
Facility LC, such fee to be payable in arrears on each Payment Date, and
(ii) with respect to each commercial Facility LC, a letter of credit fee at
a per annum rate equal to the Applicable Fee Rate for commercial Facility LCs in
effect from time to time on the average daily undrawn stated amount under such
commercial Facility LC, such fee to be payable in arrears on each Payment Date
(each such fee described in this sentence an “LC Fee”).  The Borrower
shall also pay to the LC Issuer for its own account (x) at the time of issuance
of each Facility LC, a fronting fee in an amount equal to 0.125% of the initial
stated amount thereof, such fee to be payable on the date of such issuance, and
(y) documentary and processing charges in connection with the issuance or
Modification of and draws under Facility LCs in accordance with the LC Issuer’s
standard schedule for such charges as in effect from time to time.

       

      
        
           


        

        
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      (e)         Administration;
Reimbursement by Lenders.  Upon receipt from the beneficiary of
any Facility LC of any demand for payment under such Facility LC, the LC Issuer
shall notify the Agent and the Agent shall promptly notify the applicable
Borrower and each other Lender as to the amount to be paid by the LC Issuer as a
result of such demand and the proposed payment date (the “LC Payment
Date”).  The responsibility of the LC Issuer to the applicable
Borrower and each Lender shall be only to determine that the documents
(including each demand for payment) delivered under each Facility LC in
connection with such presentment shall be in conformity in all material respects
with such Facility LC.  The LC Issuer shall endeavor to exercise the
same care in the issuance and administration of the Facility LCs as it does with
respect to Letters of Credit in which no participations are granted, it being
understood that in the absence of any gross negligence or willful misconduct by
the LC Issuer, each Lender shall be unconditionally and irrevocably liable
without regard to the occurrence of any Default or any condition precedent
whatsoever, to reimburse the LC Issuer on demand for (i) such Lender’s Pro Rata
Share of the amount of each payment made by the LC Issuer under each Facility LC
to the extent such amount is not reimbursed by the applicable Borrower pursuant
to Section 2.22(f) below, plus (ii) interest on the foregoing amount to be
reimbursed by such Lender, for each day from the date of the LC Issuer’s demand
for such reimbursement (or, if such demand is made after 11:00 a.m. (Chicago
time) on such date, from the next succeeding Business Day) to the date on which
such Lender pays the amount to be reimbursed by it, at a rate of interest per
annum equal to the Federal Funds Effective Rate for the first three days and,
thereafter, at a rate of interest equal to the rate applicable to the relevant
Loan.

       

      (f)         Reimbursement by
Borrower.

       

      (i)           The
Borrower shall be irrevocably and unconditionally obligated to reimburse the LC
Issuer on or before the applicable LC Payment Date for any amounts to be paid by
the LC Issuer upon any drawing under any Facility LC, without presentment,
demand, protest or other formalities of any kind; provided that neither
any Borrower nor any Lender shall hereby be precluded from asserting any claim
for direct (but not consequential) damages suffered by such Borrower or Lender
to the extent, but only to the extent, caused by (A) the willful misconduct or
gross negligence of the LC Issuer in determining whether a request presented
under any Facility LC issued by it complied with the terms of such Facility LC
or (B) the LC Issuer’s failure to pay under any Facility LC issued by it after
the presentation to it of a request strictly complying with the terms and
conditions of such Facility LC.

       

      
        
           


        

        
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      (ii)           If
any Borrower at any time fails to repay a Reimbursement Obligation on or before
the applicable LC Payment Date, such unpaid Reimbursement Obligation shall at
that time be automatically converted into an obligation denominated in Dollars
and such Borrower shall be deemed to have elected to borrow Revolving Loans from
the Lenders, as of the date of the advance giving rise to the Reimbursement
Obligation, equal in amount to the Dollar Amount of the unpaid Reimbursement
Obligation.  Such Revolving Loans shall be made as of the date of the
payment giving rise to such Reimbursement Obligation, automatically, without
notice and without any requirement to satisfy the conditions precedent otherwise
applicable to an Advance of Revolving Loans.  Such Revolving Loans
shall constitute a Floating Rate Advance, the proceeds of which Advance shall be
used to repay such Reimbursement Obligation.  If, for any reason, any
Borrower fails to repay a Reimbursement Obligation on the day such Reimbursement
Obligation arises and, for any reason, the Lenders are unable to make or have no
obligation to make Revolving Loans, then such Reimbursement Obligation shall
bear interest, payable on demand, for each day until paid at a rate per annum
equal to the sum of two percent (2%) per annum plus the rate applicable to
Floating Rate Advances for such day (or, in the case of a Reimbursement
Obligation denominated in an Agreed Currency other than Dollars, at the rate
determined by the LC Issuer in good faith to represent the LC Issuer’s cost of
overnight or short- term funds in the applicable Agreed Currency plus the then
effective Applicable Margin for Eurocurrency Advances).  The Borrower
agrees to indemnify the LC Issuer against any loss or expense determined by the
LC Issuer in good faith to have resulted from any conversion pursuant to
this  Section 2.22(f)(ii) by reason of the inability of the LC Issuer
to convert the Dollar Amount received from the Borrowers or from the Lenders, as
applicable, into an amount in the applicable Agreed Currency of such Facility LC
equal to the amount of such Reimbursement Obligation.

       

      (iii)          The
LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share
all amounts received by it from any Borrower for application in payment, in
whole or in part, of the Reimbursement Obligation in respect of any Facility LC
issued by the LC Issuer, but only to the extent such Lender has made payment to
the LC Issuer in respect of such Facility LC pursuant to Section
2.22(e).

       

      (g)         Obligations
Absolute.  Each Borrower’s obligations under this Section 2.22
shall be absolute and unconditional under any and all circumstances and
irrespective of any setoff, counterclaim or defense to payment which such
Borrower may have or have had against the LC Issuer, any Lender or any
beneficiary of a Facility LC.  Each Borrower further agrees with the
LC Issuer and the Lenders that the LC Issuer and the Lenders shall not be
responsible for, and such Borrower’s Reimbursement Obligation in respect of any
Facility LC shall not be affected by, among other things, the validity or
genuineness of documents or of any endorsements thereon, even if such documents
should in fact prove to be in any or all respects invalid, fraudulent or forged,
or any dispute between or among such Borrower, any of its Affiliates, the
beneficiary of any Facility LC or any financing institution or other party to
whom any Facility LC may be transferred or any claims or defenses whatsoever of
any Borrower or of any of its Affiliates against the beneficiary of any Facility
LC or any such transferee.  The LC Issuer shall not be liable for any
error, omission, interruption or delay in transmission, dispatch or delivery of
any message or advice, however transmitted, in connection with any Facility
LC.  Each Borrower agrees that any action taken or omitted by the LC
Issuer or any Lender under or in connection with each Facility LC and the
related drafts and documents, if done without gross negligence or willful
misconduct, shall be binding upon such Borrower and shall not put the LC Issuer
or any Lender under any liability to such Borrower.  Nothing in this
Section 2.22(g) is intended to limit the right of any Borrower to make a claim
against the LC Issuer for damages as contemplated by the proviso to the first
sentence of Section 2.22(f)(i).

       

      
        
           


        

        
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      (h)         Actions of LC
Issuer.  The LC Issuer shall be entitled to rely, and shall be
fully protected in relying, upon any Facility LC, draft, writing, resolution,
notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy,
telex or teletype message, statement, order or other document believed by it to
be genuine and correct and to have been signed, sent or made by the proper
Person or Persons, and upon advice and statements of legal counsel, independent
accountants and other experts selected by the LC Issuer.  The LC
Issuer shall be fully justified in failing or refusing to take any action under
this Agreement unless it shall first have received such advice or concurrence of
the Required Lenders as it reasonably deems appropriate or it shall first be
indemnified to its reasonable satisfaction by the Lenders against any and all
liability and expense which may be incurred by it by reason of taking or
continuing to take any such action.  Notwithstanding any other
provision of this Section 2.22, the LC Issuer shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement in
accordance with a request of the Required Lenders, and such request and any
action taken or failure to act pursuant thereto shall be binding upon the
Lenders and any future holders of a participation in any Facility
LC.

       

      (i)         Indemnification.  Each
Borrower hereby agrees to indemnify and hold harmless each Lender, the LC Issuer
and the Agent, and their respective directors, officers, agents and employees
from and against any and all claims and damages, losses, liabilities, costs or
expenses which such Lender, the LC Issuer or the Agent may incur (or which may
be claimed against such Lender, the LC Issuer or the Agent by any Person
whatsoever) by reason of or in connection with the issuance, execution and
delivery or transfer of or payment or failure to pay under any Facility LC or
any actual or proposed use of any Facility LC, including, without limitation,
any claims, damages, losses, liabilities, costs or expenses which the LC Issuer
may incur by reason of or in connection with (i) the failure of any other
Lender to fulfill or comply with its obligations to the LC Issuer hereunder (but
nothing herein contained shall affect any rights any Borrower may have against
any defaulting Lender) or (ii) by reason of or on account of the LC Issuer
issuing any Facility LC which specifies that the term “Beneficiary” included
therein includes any successor by operation of law of the named Beneficiary, but
which Facility LC does not require that any drawing by any such successor
Beneficiary be accompanied by a copy of a legal document, satisfactory to the LC
Issuer, evidencing the appointment of such successor Beneficiary; provided that no
Borrower shall be required to indemnify any Lender, the LC Issuer or the Agent
for any claims, damages, losses, liabilities, costs or expenses to the extent,
but only to the extent, caused by (x) the willful misconduct or gross negligence
of the LC Issuer in determining whether a request presented under any Facility
LC complied with the terms of such Facility LC or (y) the LC Issuer’s failure to
pay under any Facility LC after the presentation to it of a request strictly
complying with the terms and conditions of such Facility LC. Nothing in this
Section 2.22(i) is intended to limit the obligations of any Borrower under any
other provision of this Agreement.

       

      
        
           


        

        
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      (j)         Lenders’
Indemnification.  Each Lender shall, ratably in accordance with
its Pro Rata Share, indemnify the LC Issuer, its affiliates and their respective
directors, officers, agents and employees (to the extent not reimbursed by a
Borrower) against any cost, expense (including reasonable counsel fees and
disbursements), claim, demand, action, loss or liability (except such as result
from such indemnitees’ gross negligence or willful misconduct or the LC Issuer’s
failure to pay under any Facility LC after the presentation to it of a request
strictly complying with the terms and conditions of the Facility LC) that such
indemnitees may suffer or incur in connection with this Section 2.22 or any
action taken or omitted by such indemnitees hereunder.

       

      (k)         Facility LC Collateral
Account.  Each Borrower agrees that it will, upon the request
of the Agent or the Required Lenders and until the final expiration date of any
Facility LC and thereafter as long as any amount is payable to the LC Issuer or
the Lenders in respect of any Facility LC, maintain a special collateral account
pursuant to arrangements satisfactory to the Agent (the “Facility LC Collateral
Account”) at the Agent’s office at the address specified pursuant to Article 13,
in the name of such Borrower but under the sole dominion and control of the
Agent, for the benefit of the Lenders and in which such Borrower shall have no
interest other than as set forth in Section 8.1.  Each Borrower hereby
pledges, assigns and grants to the Agent, on behalf of and for the ratable
benefit of the Lenders and the LC Issuer, a security interest in all of such
Borrower’s right, title and interest in and to all funds which may from time to
time be on deposit in the Facility LC Collateral Account to secure the prompt
and complete payment and performance of the Obligations.  The Agent
will invest any funds on deposit from time to time in the Facility LC Collateral
Account in certificates of deposit of JPMorgan having a maturity not exceeding
30 days.  Nothing in this Section 2.22(k) shall either obligate the
Agent to require any Borrower to deposit any funds in the Facility LC Collateral
Account or limit the right of the Agent to release any funds held in the
Facility LC Collateral Account in each case other than as required by Section
8.1.

       

      (l)         Rights as a
Lender.  In its capacity as a Lender, the LC Issuer shall have
the same rights and obligations as any other Lender.

       

      Section
2.23            Market Disruption.
Notwithstanding
the satisfaction of all conditions referred to in Article 2 and Article 4 with
respect to any Credit Extension in any Agreed Currency other than Dollars, if
there shall occur on or prior to the date of such Credit Extension any change in
national or international financial, political or economic conditions or
currency exchange rates or exchange controls which would in the reasonable
opinion of the Agent, the Required Lenders and, if the requested Credit
Extension is to be a Facility LC, the LC Issuer, make it impracticable for the
Loans or Facility LC comprising such Credit Extension to be denominated in the
Agreed Currency specified by a Borrower, then the Agent shall forthwith give
notice thereof to such Borrower, the Lenders, and, if the requested Credit
Extension is to be a Facility LC, the LC Issuer, and such Loans or Facility LC
shall not be denominated in such Agreed Currency but shall, in the case of
Loans, be made on such Borrowing Date in Dollars, in an aggregate principal
amount equal to the Dollar Amount of the aggregate principal amount specified in
the related Borrowing Notice or Conversion/Continuation Notice, as the case may
be, as Floating Rate Loans, or, in the case of a Facility LC, be issued in
Dollars, in a face amount equal to the Dollar Amount of the face amount
specified in the related notice of a request for issuance of such Facility LC
received from a Borrower, unless in either case such Borrower notifies the Agent
at least one Business Day before the Borrowing Date or date of issuance of such
Facility LC that (i) it elects not to obtain such Credit Extension on such date
or (ii) it elects to obtain such Credit Extension on such date in a different
Agreed Currency, as the case may be, in which the denomination of such Credit
Extension would in the opinion of the Agent, the Required Lenders and, if the
requested Credit Extension is to be a Facility LC, the LC Issuer, be practicable
and in an aggregate principal amount equal to the Dollar Amount of the aggregate
principal amount specified in the related Borrowing Notice,
Conversion/Continuation Notice or notice of a request for issuance of a Facility
LC, as the case may be.

       

      
        
           


        

        
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      Section
2.24            Judgment Currency.
If for
the purposes of obtaining judgment in any court it is necessary to convert a sum
due from any Borrower hereunder in the currency expressed to be payable herein
(the “specified currency”) into another currency, the parties hereto agree, to
the fullest extent that they may effectively do so, that the rate of exchange
used shall be that at which in accordance with normal banking procedures the
Agent could purchase the specified currency with such other currency at the
Agent’s main Chicago office on the Business Day preceding that on which final,
non-appealable judgment is given.  The obligations of each Borrower in
respect of any sum due to any Lender, the LC Issuer or the Agent hereunder
shall, notwithstanding any judgment in a currency other than the specified
currency, be discharged only to the extent that on the Business Day following
receipt by such Lender, the LC Issuer or the Agent (as the case may be) of any
sum adjudged to be so due in such other currency such Lender, the LC Issuer or
the Agent (as the case may be) may in accordance with normal, reasonable banking
procedures purchase the specified currency with such other
currency.  If the amount of the specified currency so purchased is
less than the sum originally due to such Lender, the LC Issuer or the Agent, as
the case may be, in the specified currency, each Borrower agrees, to the fullest
extent that it may effectively do so, as a separate obligation and
notwithstanding any such judgment, to indemnify such Lender, the LC Issuer or
the Agent, as the case may be, against such loss, and if the amount of the
specified currency so purchased exceeds (a) the sum originally due to any
Lender, the LC Issuer or the Agent, as the case may be, in the specified
currency and (b) any amounts shared with other Lenders as a result of
allocations of such excess as a disproportionate payment to such Lender under
Section 11.2, such Lender, the LC Issuer or the Agent, as the case may be,
agrees to remit such excess to the applicable Borrower.

       

      Section
2.25            Replacement of
Lender. If (i)
the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any
additional payment to any Lender or if any Lender’s obligation to make or
continue, or to convert Floating Rate Advances into, Eurocurrency Advances shall
be suspended pursuant to Section 3.3 (any Lender so affected an “Affected
Lender”), or (ii) if the Borrower has requested a modification or waiver that
requires the consent of all Lenders under Section 8.2 and the Required Lenders
have approved such request but one or more Lenders have not (each a
“Non-Consenting Lender”), the Borrower may elect (if such amounts continue to be
charged, such suspension is still effective or such Lenders continue to withhold
their approval) to replace such Affected Lender or Non-Consenting Lender as a
Lender party to this Agreement, provided that,
concurrently with such replacement, (i) another bank or other entity which is
reasonably satisfactory to the Borrower and the Agent shall agree, as of such
date, to purchase for cash the Advances and other Obligations due to the
Affected Lender or Non-Consenting Lender pursuant to an assignment substantially
in the form of Exhibit A and to become a Lender for all purposes under this
Agreement and to assume all obligations of the Affected Lender or Non-Consenting
Lender to be terminated as of such date and to comply with the requirements of
Section 12.1 applicable to assignments, and (ii) the Borrower shall pay to such
Affected Lender or Non-Consenting Lender in same day funds on the day of such
replacement (A) all interest, fees and other amounts then accrued but unpaid to
such Affected Lender or Non-Consenting Lender by the Borrower hereunder to and
including the date of termination, including without limitation payments due to
such Affected Lender or Non-Consenting Lender under Sections 3.1, 3.2 and 3.5,
and (B) an amount, if any, equal to the payment which would have been due to
such Lender on the day of such replacement under Section 3.4 had the Loans of
such Affected Lender or Non-Consenting Lender been prepaid on such date rather
than sold to the replacement Lender.

       

      
        
           


        

        
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      Section
2.26            Increase of Aggregate
Commitment.

       

      (a)         The
Borrower may from time to time, on the terms set forth below, request that the
Aggregate Commitment hereunder be increased to an amount not to exceed
$250,000,000; provided, however, that no
increase in the Aggregate Commitment shall be made (i) at a time when a Default
or Unmatured Default shall have occurred and be continuing, or (ii) at any time
after the Aggregate Commitment has been reduced.

       

      (b)         In
the event of such a requested increase in the Aggregate Commitment, then the
Borrower shall consult with the Agent and the Arranger as to the number,
identity and requested Commitments of financial institutions (which may or may
not then be Lenders) which the Arranger may invite to participate in the
Commitments.

       

      (c)         No
Lender shall have any obligation to increase its Commitment pursuant to a
request by the Borrower hereunder.

       

      (d)         In
the event that the Borrower and one or more of the Lenders (or other financial
institutions) shall agree upon such an increase in the aggregate Commitment (i)
the Borrower, the Agent and each Lender or other financial institution
increasing its Commitment or extending a new Commitment shall enter into an
amendment to this Agreement setting forth the amounts of the Commitments, as so
increased, providing that the financial institutions extending new Commitments
shall be Lenders for all purposes of this Agreement, and setting forth such
additional provisions as the Agent shall consider reasonably appropriate and
(ii) each Borrower shall furnish, if requested, a new Note to each financial
institution that is extending a new Commitment or increasing its
Commitment.  No such amendment shall require the approval or consent
of any Lender whose Commitment is not being increased.  Upon the
execution and delivery of such amendment as provided above, and upon
satisfaction of such other condition as the Agent may reasonably specify upon
the request of the financial institutions that are increasing or extending new
Commitments (including, without limitation, the Agent administering the
reallocation of any outstanding Loans ratably among the Lenders after giving
effect to such increase in the Aggregate Commitment, the delivery of
certificates, evidence of corporate authority and legal opinions on behalf of
the Borrowers), this Agreement shall be deemed to be amended
accordingly.

       

      
        
           


        

        
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      ARTICLE
3

       

      YIELD
PROTECTION; TAXES

       

      Section
3.1              Yield
Protection.

       

      (a)           If,
on or after the date of this Agreement, the adoption of any law or any
governmental or quasi-governmental rule, regulation, policy, guideline or
directive (whether or not having the force of law), or any change in the
interpretation or administration thereof by any governmental or
quasi-governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Lender or
applicable Lending Installation or the LC Issuer with any request or directive
(whether or not having the force of law) of any such authority, central bank or
comparable agency:

       

      (i)           subjects
any Lender or any applicable Lending Installation or the LC Issuer to any Taxes,
or changes the basis of taxation of payments (other than with respect to
Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurocurrency
Loans, Facility LCs or participations therein, or

       

      (ii)          imposes
or increases or deems applicable any reserve, assessment, insurance charge,
special deposit or similar requirement against assets of, deposits with or for
the account of, or credit extended by, any Lender or any applicable Lending
Installation or the LC Issuer (other than reserves and assessments taken into
account in determining the interest rate applicable to Eurocurrency Advances),
or

       

      (iii)         imposes
any other condition the result of which is to increase the cost to any Lender or
any applicable Lending Installation or the LC Issuer of making, funding or
maintaining its Eurocurrency Loans (including, without limitation, any
conversion of any Loan denominated in an Agreed Currency other than Euro into a
Loan denominated in Euro), or of issuing or participating in Facility LCs, or
reduces any amount receivable by any Lender or any applicable Lending
Installation or the LC Issuer in connection with its Eurocurrency Loans,
Facility LCs or participations therein, or requires any Lender or any applicable
Lending Installation or the LC Issuer to make any payment calculated by
reference to the amount of Eurocurrency Loans, Facility LCs or participations
therein held or interest or LC Fees received by it, by an amount deemed material
by such Lender or the LC Issuer as the case may be,

       

      and the
result of any of the foregoing is to increase the cost to such Lender or
applicable Lending Installation or the LC Issuer, as the case may be, of making
or maintaining its Eurocurrency Loans (including, without limitation, any
conversion of any Loan denominated in an Agreed Currency other than Euro into a
Loan denominated in Euro) or Commitment or of issuing or participating in
Facility LCs, or to reduce the return received by such Lender or applicable
Lending Installation or the LC Issuer, as the case may be, in connection with
such Eurocurrency Loans, Commitment or Facility LCs or participations therein,
then, within 15 days of demand by such Lender or the LC Issuer, as the case may
be, the Borrower shall pay such Lender or the LC Issuer, as the case may be,
such additional amount or amounts as will compensate such Lender for such
increased cost or reduction in amount received.

       

      
        
           


        

        
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      (b)           Non-U.S. Reserve Costs or
Fees.  If any law or any governmental or quasi-governmental
rule, regulation, policy, guideline or directive of any jurisdiction outside of
the United States of America or any subdivision thereof (whether or not having
the force of law), imposes or deems applicable any reserve requirement against
or fee with respect to assets of, deposits with or for the account of, or credit
extended by, any Lender or any applicable Lending Installation, or the LC
Issuer, and the result of the foregoing is to increase the cost to such Lender
or applicable Lending Installation or the LC Issuer, of making or maintaining
its Eurocurrency Loans to, or of issuing or participating in Facility LCs upon
the request of, or of making or maintaining its Commitment to, the Borrowers or
to reduce the return received by such Lender or applicable Lending Installation
or the LC Issuer in connection with such Eurocurrency Loans, Facility LCs or
Commitment, then, within 15 days of demand by such Lender or the LC Issuer, as
the case may be, the Borrower shall pay such Lender or the LC Issuer, as the
case may be, such additional amount or amounts as will compensate it for such
increased cost or reduction in amount received, provided that the
Borrower shall not be required to compensate any Lender for such non-U.S.
reserve costs or fees to the extent that an amount equal to such reserve costs
or fees is received by such Lender as a result of the calculation of the
interest rate applicable to Eurocurrency Advances pursuant to clause (i)(b) of
the definition of “Eurocurrency Rate.”

       

      Section
3.2             
Changes in Capital
Adequacy Regulations. If a
Lender or the LC Issuer determines the amount of capital required or expected to
be maintained by such Lender or the LC Issuer, any Lending Installation of such
Lender or the LC Issuer or any corporation controlling such Lender or the LC
Issuer is increased as a result of a Change, then, within 15 days of demand by
such Lender or the LC Issuer, the Borrower shall pay such Lender or the LC
Issuer the amount necessary to compensate for any shortfall in the rate of
return on the portion of such increased capital which such Lender or the LC
Issuer determines is attributable to this Agreement, its Outstanding Credit
Exposure or its Commitment to make Loans and issue or participate in Facility
LCs, as the case may be, hereunder (after taking into account such Lender’s or
the LC Issuer’s policies as to capital adequacy).  “Change” means (i)
any change after the date of this Agreement in the Risk-Based Capital Guidelines
or (ii) any adoption of or change in any other law, governmental or
quasi-governmental rule, regulation, policy, guideline, interpretation, or
directive (whether or not having the force of law) after the date of this
Agreement which affects the amount of capital required or expected to be
maintained by any Lender or the LC Issuer or any Lending Installation or any
corporation controlling any Lender or the LC Issuer.  “Risk-Based
Capital Guidelines” means (i) the risk-based capital guidelines in effect in the
United States on the date of this Agreement, including transition rules, and
(ii) the corresponding capital regulations promulgated by regulatory authorities
outside the United States implementing the July 1988 report of the Basle
Committee on Banking Regulation and Supervisory Practices Entitled
“International Convergence of Capital Measurements and Capital Standards,”
including transition rules, and any amendments to such regulations adopted prior
to the date of this Agreement.

       

      
        
           


        

        
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      Section
3.3              Availability of Types of
Advances. If any
Lender determines that maintenance of its Eurocurrency Loans at a suitable
Lending Installation would violate any applicable law, rule, regulation, or
directive, whether or not having the force of law, or if the Required Lenders
determine that (i) deposits of a type, currency and maturity appropriate to
match fund Eurocurrency Advances are not available or (ii) the interest rate
applicable to Eurocurrency Advances does not accurately reflect the cost of
making or maintaining Eurocurrency Advances, then the Agent shall suspend the
availability of Eurocurrency Advances and require any affected Eurocurrency
Advances to be repaid or converted to Floating Rate Advances, subject to the
payment of any funding indemnification amounts required by Section
3.4.

       

      Section
3.4              Funding
Indemnification. If any
payment of a Eurocurrency Advance occurs on a date which is not the last day of
the applicable Interest Period, whether because of acceleration, prepayment or
otherwise, or a Eurocurrency Advance is not made on the date specified by a
Borrower for any reason other than default by the Lenders, such Borrower will
indemnify each Lender for any loss or cost incurred by it resulting therefrom,
including, without limitation, any loss or cost in liquidating or employing
deposits acquired to fund or maintain such Eurocurrency Advance.

       

      Section
3.5             
Taxes.

       

      (a)         All
payments by each Borrower to or for the account of any Lender, the LC Issuer or
the Agent hereunder or under any Note or Facility LC Application shall be made
free and clear of and without deduction for any and all Taxes.  If any
Borrower shall be required by law to deduct any Taxes from or in respect of any
sum payable hereunder to any Lender, the LC Issuer or the Agent, (i) the sum
payable shall be increased as necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section 3.5) such Lender, the LC Issuer or the Agent (as the case may be)
receives an amount equal to the sum it would have received had no such
deductions been made, (ii) such Borrower shall make such deductions, (iii) such
Borrower shall pay the full amount deducted to the relevant authority in
accordance with applicable law and (iv) such Borrower shall furnish to the Agent
the original copy of a receipt evidencing payment thereof within 30 days after
such payment is made.

       

      (b)         In
addition, each Borrower hereby agrees to pay any present or future stamp or
documentary taxes and any other excise or property taxes, charges or similar
levies which arise from any payment made hereunder or under any Note or Facility
LC Application or from the execution or delivery of, or otherwise with respect
to, this Agreement or any Note or Facility LC Application (“Other
Taxes”).

       

      (c)         Each
Borrower hereby agrees to indemnify the Agent, the LC Issuer and each Lender for
the full amount of Taxes or Other Taxes (including, without limitation, any
Taxes or Other Taxes imposed on amounts payable under this Section 3.5) paid by
the Agent, the LC Issuer or such Lender as a result of its Commitment, any
Credit Extension made by it hereunder, or otherwise in connection with its
participation in this Agreement and any liability (including penalties, interest
and expenses) arising therefrom or with respect thereto.  Payments due
under this indemnification shall be made within 30 days of the date the Agent,
the LC Issuer or such Lender makes demand therefor pursuant to Section
3.6.

       

      
        
           


        

        
          39

          
            

          

        

        
           


        

      


      (d)         Each
Lender that is not incorporated under the laws of the United States of America
or a state thereof (each a “Non-U.S. Lender”) agrees that it will, not more than
ten Business Days after the date of this Agreement, (i) deliver to the Agent two
duly completed copies of United States Internal Revenue Service Form W-8BEN or
W-8ECI, certifying in either case that such Lender is entitled to receive
payments under this Agreement without deduction or withholding of any United
States federal income taxes, and (ii) deliver to the Agent a United States
Internal Revenue Form W-8 or W-9, as the case may be, and certify that it is
entitled to an exemption from United States backup withholding
tax.  Each Non-U.S. Lender further undertakes to deliver to each of
the Borrower and the Agent (x) renewals or additional copies of such form (or
any successor form) on or before the date that such form expires or becomes
obsolete, and (y) after the occurrence of any event requiring a change in the
most recent forms so delivered by it, such additional forms or amendments
thereto as may be reasonably requested by the Borrower or the
Agent.  All forms or amendments described in the preceding sentence
shall certify that such Lender is entitled to receive payments under this
Agreement 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
Lender from duly completing and delivering any such form or amendment with
respect to it and such Lender advises the Borrower and the Agent that it is not
capable of receiving payments without any deduction or withholding of United
States federal income tax.

       

      (e)         For
any period during which a Non-U.S. Lender has failed to provide the Borrower
with an appropriate form pursuant to clause (d), above (unless such failure is
due to a change in treaty, law or regulation, or any change in the
interpretation or administration thereof by any governmental authority,
occurring subsequent to the date on which a form originally was required to be
provided), such Non-U.S. Lender shall not be entitled to indemnification under
this Section 3.5 with respect to Taxes imposed by the United States; provided that, should
a Non-U.S. Lender which is otherwise exempt from or subject to a reduced rate of
withholding tax become subject to Taxes because of its failure to deliver a form
required under clause (d), above, the Borrower shall take such steps as such
Non-U.S. Lender shall reasonably request to assist such Non-U.S. Lender to
recover such Taxes.

       

      (f)         Any
Lender that is entitled to an exemption from or reduction of withholding tax
with respect to payments under this Agreement or any Note pursuant to the law of
any relevant jurisdiction or any treaty shall deliver to the Borrower (with a
copy to the Agent), at the time or times prescribed by applicable law, such
properly completed and executed documentation prescribed by applicable law as
will permit such payments to be made without withholding or at a reduced
rate.

       

      (g)         If
the U.S. Internal Revenue Service or any other governmental authority of the
United States or any other country or any political subdivision thereof asserts
a claim that the Agent did not properly withhold tax from amounts paid to or for
the account of any Lender (because the appropriate form was not delivered or
properly completed, because such Lender failed to notify the Agent of a change
in circumstances which rendered its exemption from withholding ineffective, or
for any other reason), such Lender shall indemnify the Agent fully for all
amounts paid, directly or indirectly, by the Agent as tax, withholding therefor,
or otherwise, including penalties and interest, and including taxes imposed by
any jurisdiction on amounts payable to the Agent under this subsection, together
with all costs and expenses related thereto (including attorneys fees and time
charges of attorneys for the Agent, which attorneys may be employees of the
Agent).  The obligations of the Lenders under this Section 3.5(g)
shall survive the payment of the Obligations and termination of this
Agreement.

       

      
        
           


        

        
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      Section
3.6              Lender Statements; Survival
of Indemnity. To the
extent reasonably possible, each Lender shall designate an alternate Lending
Installation with respect to its Eurocurrency Loans to reduce any liability of
the Borrowers to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the
unavailability of Eurocurrency Advances under Section 3.3, so long as such
designation is not, in the judgment of such Lender, disadvantageous to such
Lender.  Each Lender shall deliver a written statement of such Lender
to the Borrower (with a copy to the Agent) as to the amount due, if any, under
Section 3.1, 3.2, 3.4 or 3.5.  Such written statement shall set forth
in reasonable detail the calculations upon which such Lender determined such
amount and shall be final, conclusive and binding on the Borrowers in the
absence of manifest error.  Determination of amounts payable under
such Sections in connection with a Eurocurrency Loan shall be calculated as
though each Lender funded its Eurocurrency Loan through the purchase of a
deposit of the type, currency and maturity corresponding to the deposit used as
a reference in determining the Eurocurrency Rate applicable to such Loan,
whether in fact that is the case or not.  Unless otherwise provided
herein, the amount specified in the written statement of any Lender shall be
payable on demand after receipt by the Borrower of such written
statement.  The obligations of the Borrowers under Sections 3.1, 3.2,
3.4 and 3.5 shall survive payment of the Obligations and termination of this
Agreement.

       

      ARTICLE
4

       

      CONDITIONS
PRECEDENT

       

      Section
4.1              Conditions to the Effective
Date. The
Effective Date shall not occur unless:

       

      (a)         the
Borrower has furnished to the Agent the following, each in form and substance
satisfactory to the Lenders and with sufficient copies for the
Lenders:

       

      (i)           Copies
of the articles or certificate of incorporation of the Borrower, together with
all amendments, and a certificate of status, each certified by the appropriate
governmental officer in its jurisdiction of incorporation.

       

      (ii)          Copies,
certified by the Secretary or Assistant Secretary of the Borrower, of its
by-laws and of its Board of Directors’ resolutions and of resolutions or actions
of any other body authorizing the execution of the Loan Documents to which the
Borrower is a party.

       

      
        
           


        

        
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      (iii)          An
incumbency certificate, executed by the Secretary or Assistant Secretary of the
Borrower, which shall identify by name and title and bear the signatures of the
Authorized Officers and any other officers of the Borrower authorized to sign
the Loan Documents to which the Borrower is a party, upon which certificate the
Agent, the LC Issuer and the Lenders shall be entitled to rely until informed of
any change in writing by the Borrower.

       

      (iv)          A
certificate, signed by an Authorized Officer of the Borrower, stating that on
the initial Credit Extension Date no Default or Unmatured Default has occurred
and is continuing.

       

      (v)           A
written opinion of the Borrower’s counsel, addressed to the Agent, the Lenders
and the LC Issuer in substantially the form of Exhibit D.

       

      (vi)          Written
money transfer instructions addressed to the Agent and signed by an Authorized
Officer as the Agent may have reasonably requested.

       

      (vii)         Such
other documents as any Lender or its counsel may have reasonably
requested.

       

      (b)         Modine
ECD, Inc., Thermacore, Inc., Modine Jackson, Inc. and Modine, Inc. and any other
guarantors of the Original Credit Agreement or of any Material Indebtedness
shall be released from their obligations as guarantors thereof and their
guaranties shall be terminated.

       

      Section
4.2              Each Credit Extension.
The
Lenders shall not (except as otherwise set forth in Section 2.2(e) with respect
to Revolving Loans for the purpose of repaying Swing Line Loans) be required to
make any Credit Extension unless on the applicable Credit Extension
Date:

       

      (a)         There
exists no Default or Unmatured Default.

       

      (b)         The
representations and warranties contained in Article 5 are true and correct as of
such Credit Extension Date except to the extent any such representation or
warranty is stated to relate solely to an earlier date, in which case such
representation or warranty shall have been true and correct on and as of such
earlier date.

       

      Each
Borrowing Notice or request for issuance of a Facility LC, or Swing Line
Borrowing Notice, as the case may be, with respect to each such Credit Extension
shall constitute a representation and warranty by the Borrower that the
conditions contained in Sections 4.2(a) and (b) have been
satisfied.

       

      Section
4.3              Conditions to Initial
Borrowings by each Foreign Subsidiary Borrower. 

       

      The
Lenders shall not (except as otherwise set forth in Section 2.2(e) with respect
to Revolving Loans for the purpose of repaying Swing Line Loans) be required to
make any Credit Extension to any Foreign Subsidiary Borrower unless prior to or
concurrently with the making of such extension of credit on the Foreign
Subsidiary Borrower Closing Date applicable to such Foreign Subsidiary Borrower,
each of the following conditions precedent shall be satisfied:

       

      
        
           


        

        
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      (a)           With
respect to any Foreign Subsidiary that becomes a Foreign Subsidiary Borrower
hereunder, the Agent shall have received a Joinder Agreement executed and
delivered by the Borrower, the applicable Foreign Subsidiary and the Agent,
providing for such Foreign Subsidiary to become a Foreign Subsidiary
Borrower.

      


      (b)           The
Agent shall have received a Guaranty from the Borrower that guarantee the
Secured Obligations of such Foreign Subsidiary as a Foreign Subsidiary Borrower,
together with such resolutions and other documents requested by the Agent in
connection therewith.

      


      (c)           The
Agent shall have received (i) a certificate of such Foreign Subsidiary, dated
the applicable Foreign Subsidiary Borrower Closing Date, in form and substance
satisfactory to the Agent, with appropriate attachments, including corporate or
other applicable resolutions, other corporate or other applicable documents and
certificates in respect of such Foreign Subsidiary substantially equivalent to
comparable documents delivered on the Effective Date and (ii) such other
documents with respect to such Foreign Subsidiary as the Agent shall reasonably
request.

      


      (d)           The
Agent shall have received a legal opinion from counsel to such Foreign
Subsidiary in form and substance reasonably satisfactory to the
Agent.

      


      (e)           The
Agent and each Lender shall have approved such Foreign Subsidiary as a Foreign
Subsidiary Borrower hereunder, provided that Foreign Subsidiary Borrowers that
borrow only Swing Line Loans may be approved by the Agent without the approval
of any Lender (and any Foreign Subsidiary Borrowers that is approved by the
Agent and not all Lenders shall not be permitted to obtain Revolving
Loans).

       

      Section
4.4              Conditions to each
Borrowings by each Foreign Subsidiary Borrower.

       

      The
Lenders shall not (except as otherwise set forth in Section 2.2(e) with respect
to Revolving Loans for the purpose of repaying Swing Line Loans) be required to
make any Credit Extension to any Foreign Subsidiary Borrower unless on the
applicable Credit Extension Date:

       

      (a)           The
obligations of such Foreign Subsidiary Borrower under this Agreement, when
executed and delivered by such Foreign Subsidiary Borrower, will rank at least
pari passu with all unsecured Indebtedness of such Foreign Subsidiary
Borrower.

      


      (b)           The
assets of such Foreign Subsidiary Borrower shall be available without material
limitation to satisfy the Foreign Subsidiary Borrower Obligations of such
Foreign Subsidiary Borrower under laws of the jurisdiction in which such Foreign
Subsidiary Borrower is organized and existing.

      


      (c)           This
Agreement is in proper legal form under the law of the jurisdiction in which
such Foreign Subsidiary Borrower is organized and existing for the enforcement
hereof or thereof against such Foreign Subsidiary Borrower under the law of such
jurisdiction. No recordation, filing or registration, and no payment of any
charge or tax is necessary under the law of the jurisdiction in which such
Foreign Subsidiary Borrower is organized and existing or for the enforcement
hereof or thereof against such Foreign Subsidiary Borrower under the law of such
jurisdiction or such recordation, filing or registration has been made and is in
full force and effect or such charge or tax paid.

       

      
        
           


        

        
          43

          
            

          

        

        
           


        

      


      (d)           The
execution, delivery and performance by such Foreign Subsidiary Borrower of this
Agreement or the other Loan Documents is, under applicable foreign exchange
control regulations of the jurisdiction in which such Foreign Subsidiary
Borrower is organized and existing, not subject to any notification or
authorization except (i) such as have been made or obtained or (ii) such as
cannot be made or obtained until a later date; provided that any notification or
authorization described in immediately preceding clause (ii) shall be made or
obtained as soon as is reasonably practicable.

      


      (e)           Each
borrowing by any Foreign Subsidiary Borrower hereunder shall constitute a
representation and warranty by each of the Borrower and such Foreign Subsidiary
Borrower as of the date of such borrowing or such issuance that the conditions
contained in this Section 4.4 have been satisfied.

       

      ARTICLE
5


       

      REPRESENTATIONS
AND WARRANTIES

       

      The
Borrower represents and warrants to the Lenders that:

       

      Section
5.1              Corporate Existence and
Power. The
Borrower (a) is a corporation duly organized and validly existing under the laws
of the jurisdiction of its incorporation, (b) is duly qualified to transact
business in every jurisdiction where, by the nature of its business, such
qualification is necessary, and (c) has all corporate powers and all
governmental licenses, authorizations, consents and approvals required to carry
on its business as now conducted, except, in the case of subsections (b) and
(c), where the failure to do so would not have a Material Adverse
Effect.

       

      Section
5.2             
Authorization.
The
execution, delivery and performance by each Borrower and Guarantor of the Loan
Documents to which they are party (a) are within their corporate and other
required powers and (b) have been duly authorized by all necessary corporate and
other required action.

       

      Section
5.3              Binding Effect.
This
Agreement constitutes a valid and binding agreement of the Borrowers enforceable
in accordance with its terms, and each other Loan Document, when executed and
delivered in accordance with this Agreement, will constitute a valid and binding
obligation of each of the Borrowers and the Guarantors that is a party to such
Loan Document, enforceable in accordance with such Loan Document’s terms, provided that the
enforceability hereof and thereof is subject in each case to general principles
of equity and to bankruptcy, insolvency and similar laws affecting the
enforcement of creditors’ rights generally.

       

      Section
5.4              No Conflict; Government
Consent. Neither
the execution and delivery by each of the Borrowers and the Guarantors of the
Loan Documents to which it is a party, nor the consummation of the transactions
therein contemplated, nor compliance with the provisions thereof will violate
(a) any law, rule, regulation, order, writ, judgment, injunction, decree or
award binding on the Borrower or any of its Subsidiaries or (b) the Borrower’s
or any Subsidiary’s articles or certificate of incorporation, partnership
agreement, certificate of partnership, articles or certificate of organization,
by-laws, or operating or other management agreement, as the case may be, or (c)
the provisions of any indenture, instrument or agreement to which the Borrower
or any of its Subsidiaries is a party or is subject, or by which it, or its
Property, is bound, or conflict with or constitute a default thereunder, or
result in, or require, the creation or imposition of any Lien in, of or on the
Property of the Borrower or a Subsidiary pursuant to the terms of any such
indenture, instrument or agreement.  No order, consent, adjudication,
approval, license, authorization, or validation of, or filing, recording or
registration with, or exemption by, or other action in respect of any
governmental or public body or authority, or any subdivision thereof, which has
not been obtained by the Borrower or any of its Subsidiaries, is required to be
obtained by the Borrower or any of its Subsidiaries in connection with the
execution and delivery of the Loan Documents, the borrowings under this
Agreement, the payment and performance by the Borrowers of the Obligations or
the legality, validity, binding effect or enforceability of any of the Loan
Documents.

       

      
        
           


        

        
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      Section
5.5             
Financial Statements;
Material Adverse Change.

       

      (a)         The
consolidated financial statements of the Borrower and its Subsidiaries as of
March 31, 2008 reported on by PricewaterhouseCoopers LLP heretofore delivered to
the Lenders, were prepared in accordance with generally accepted accounting
principles in effect on the date such statements were prepared and fairly
present the consolidated financial condition and operations of the Borrower and
its Subsidiaries at such date and the consolidated results of their operations
for the period then ended.

       

      (b)         Since
March 31, 2008, there has been no change in the business, Property, condition
(financial or otherwise) or results of operations of the Borrower and its
Subsidiaries that could reasonably be expected to have a Material Adverse
Effect.

       

      Section
5.6              Litigation and Contingent
Obligations. Except as
disclosed in Schedule
5.6, there is no litigation, arbitration, governmental investigation,
proceeding or inquiry pending, or to the knowledge of any of their officers,
threatened against or affecting the Borrower or any of its Subsidiaries which
could reasonably be expected to have a Material Adverse Effect or which seeks to
prevent, enjoin or delay the making of any Credit Extensions.  Other
than any liability incident to any litigation, arbitration or proceeding which
could not reasonably be expected to have a Material Adverse Effect, the Borrower
has no material Contingent Obligations not provided for or disclosed in the
financial statements referred to in Section 5.5, other than guaranties by any
Subsidiary of another Subsidiary's obligations permitted hereunder.

      


      Section
5.7              Compliance with
ERISA.

       

      (a)         The
Borrower and each member of the Controlled Group (excluding Foreign Subsidiaries
of the Borrower) have fulfilled their obligations under the minimum funding
standards of ERISA and the Code with respect to each Plan and are in compliance
in all material respects with the presently applicable provisions of ERISA and
the Code, and have not incurred any liability to the PBGC or a Plan under Title
IV of ERISA.

       

      
        
           


        

        
          45

          
            

          

        

        
           


        

      


      (b)         Each
Plan complies in all material respects with all applicable requirements of law
and regulations, no Reportable Event has occurred with respect to any Plan,
neither the Borrower nor any other member of the Controlled Group has withdrawn
from any Plan or initiated steps to do so, and no steps have been taken to
reorganize or terminate any Plan.

       

      (c)         Neither
the Borrower nor any member of the Controlled Group (excluding Foreign
Subsidiaries of the Borrower) is or ever has been obligated to contribute to any
Multiemployer Plan.

       

      (d)         Each
Foreign Subsidiary of the Borrower:  (i) has fulfilled its funding
obligations under any and all applicable laws, regulations and similar
requirements of governmental authorities with respect to each employee benefit
or pension plan; (ii) is in compliance in all material respects with the
presently applicable provisions of such laws, regulations and requirements; and
(iii) except as disclosed in the financial statements referred to in Section
5.5, has not incurred any liability, indebtedness or obligation under or in
connection with any employee benefit or pension plan.

       

      Section
5.8              Taxes. There
have been filed on behalf of the Borrower and its Subsidiaries all federal,
state and local income, excise, property and other tax returns which are
required to be filed by them and all taxes due pursuant to such returns or
pursuant to any assessment received by or on behalf of the Borrower or any
Subsidiary have been paid, except such taxes, if any, as are being contested in
good faith and as to which adequate reserves have been provided in accordance
with Agreement Accounting Principles and as to which no Lien
exists.  The charges, accruals and reserves on the books of the
Borrower and its Subsidiaries in respect of taxes or other governmental charges
are adequate.  United States income tax returns of the Borrower and
its Subsidiaries have been audited by the Internal Revenue Service through the
fiscal year ended March 31, 1996.  No tax liens have been filed and no
claims are being asserted with respect to any such taxes.

       

      Section
5.9              Subsidiaries.
Schedule
5.9 contains an accurate list of all Subsidiaries of the Borrower as of the
Effective Date, setting forth their respective jurisdictions and forms of
organization and the percentage of their respective capital stock or other
ownership interests owned by the Borrower or other Subsidiaries.  All
of the issued and outstanding shares of capital stock or other ownership
interests of such Subsidiaries have been (to the extent such concepts are
relevant with respect to such ownership interests) duly authorized and issued
and are fully paid and non-assessable, except, with respect to Subsidiaries
organized under Wisconsin Law, to the extent that personal liability may be
imposed upon the shareholders pursuant to Section 180.0622(2)(b) of the
Wisconsin Business Corporation Law, as judicially interpreted.  Each
of the Borrower’s Subsidiaries is a corporation or other organization duly
organized, validly existing and (to the extent such concept applies to such
entity) in good standing under the laws of its jurisdiction of incorporation or
organization, is duly qualified to transact business in every jurisdiction
where, by the nature of its business, such qualification is necessary (except
where the failure to do so would not have a Material Adverse Effect), and has
all corporate or organization powers and all governmental licenses,
authorizations, consents and approvals required to carry on its business as now
conducted.  As of the Effective Date and after giving effect to the
release required by Section 4.1 of this Agreement, no Subsidiary is a guarantor
of, or has otherwise incurred any Contingent Obligation with respect to, any
Material Indebtedness, and no Subsidiary is otherwise required to deliver a
Guaranty under Section 6.19.

       

      
        
           


        

        
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      Section
5.10            Not an Investment
Company.  Neither
the Borrower nor any Subsidiary is an “investment company” or a company
“controlled” by an “investment company”, within the meaning of the Investment
Company Act of 1940, as amended.

       

      Section
5.11            Ownership of Property;
Liens. Each of
the Borrower and its Subsidiaries has good title, free of all Liens other than
Permitted Encumbrances, to all of the Property and assets reflected as owned by
the Borrower and its Subsidiaries in the Borrower’s most recent consolidated
financial statements provided to the Agent, and such Property and assets are
sufficient for the conduct of its business.

       

      Section
5.12            Material Agreements;
Default. Neither
the Borrower nor any of its Subsidiaries is a party to any agreement or
instrument or subject to any charter or other corporate restriction which could
reasonably be expected to have a Material Adverse Effect.  Neither the
Borrower nor any of its Subsidiaries is in default under or with respect to any
agreement, instrument or undertaking to which it is a party or by which it or
any of its Property is bound (x) which default could reasonably be expected to
have a Material Adverse Effect or (y) which agreement, instrument or undertaking
evidences or governs Indebtedness.  No Default or Unmatured Default
has occurred and is continuing.

       

      Section
5.13            Full Disclosure.
No
information, exhibit or report furnished by the Borrower or any of its
Subsidiaries to the Agent or to any Lender in connection with the negotiation
of, or compliance with, the Loan Documents contained any material misstatement
of fact or omitted to state a material fact or any fact necessary to make the
statements contained therein not misleading.  The Borrower has
disclosed to the Lenders in writing any and all facts which may (to the extent
the Borrower can now reasonably foresee) have a Material Adverse
Effect.

       

      Section
5.14            Environmental
Matters. In the
ordinary course of its business, the officers of the Borrower consider the
effect of Environmental Laws on the business of the Borrower and its
Subsidiaries, in the course of which they identify and evaluate potential risks
and liabilities accruing to the Borrower due to Environmental
Laws.  On the basis of this consideration, the Borrower has concluded
that Environmental Laws cannot reasonably be expected to have a Material Adverse
Effect.  Neither the Borrower nor any Subsidiary has received any
notice to the effect that its operations are not in material compliance with any
of the requirements of applicable Environmental Laws or are the subject of any
federal or state investigation evaluating whether any remedial action is needed
to respond to a release of any toxic or hazardous waste or substance into the
environment, which non-compliance or remedial action could reasonably be
expected to have a Material Adverse Effect.  Except as disclosed in
Schedule
5.14(a) hereto and by this reference made a part hereof: neither the
Borrower nor any Subsidiary has been designated as a potentially responsible
party under CERCLA or any other Environmental Law, and none of the Borrower’s
Property has been identified on any current or proposed (i) National Priorities
List under 40 C.F.R. Sec. 300, (ii) CERCLIS list or (iii) any list arising from
a state statute similar to CERCLA.  No Hazardous Materials have been
or are being used, produced, manufactured, processed, generated, stored,
disposed of, managed at, or shipped or transported to or from any Property of
the Borrower or any Subsidiary or are otherwise present at, on, in or under any
such Property, or, to the best of the knowledge of the Borrower, at or from any
adjacent site or facility, except for Hazardous Materials disclosed on Schedule 5.14(b)
hereto and by this reference made a part hereof, and such Hazardous Materials
are produced, manufactured, processed, generated, stored, disposed of, and
managed in the ordinary course of business in compliance with all applicable
Environmental Laws.

       

      
        
           


        

        
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      Section
5.15            Insolvency.
After
giving effect to the execution and delivery of the Loan Documents and the making
of the Credit Extensions under this Agreement, neither the Borrower nor any
Subsidiary will be “insolvent,” within the meaning of such terms as defined in
Sec. 101 of Title 11 of the United States Code or Section 2 of the Uniform
Fraudulent Transfer Act, or any other applicable state law pertaining to
fraudulent transfers or conveyances, as each may be amended from time to time,
or be unable to pay its debts generally as such debts become due, or have an
unreasonably small capital to engage in any business or transaction whether
current or contemplated.

       

      Section
5.16            Compliance with Laws.
The
Borrower, each of its Subsidiaries and each member of the Controlled Group has
complied with all applicable laws (including but not limited to ERISA),
regulations, rules, orders and restrictions of any domestic or foreign
government or any instrumentality or agency thereof having jurisdiction over the
conduct of their respective businesses or the ownership of their respective
Property (including but not limited to PBGC), except where any failure to comply
with any of the foregoing could not, alone or in the aggregate, reasonably be
expected to have a Material Adverse Effect.

       

      Section
5.17            Regulation U.
Margin
stock (as defined in Regulation U) constitutes less than 25% of the value of
those assets of the Borrower and its Subsidiaries which are subject to any
limitation on sale, pledge, or other restriction hereunder.

       

      Section
5.18            Insurance.
The
Borrower and each of its Subsidiaries maintains (either in the name of the
Borrower or in such Subsidiary’s own name), with financially sound and reputable
insurance companies, insurance on all its property in at least such amounts and
against at least such risks as are usually insured against in the same general
area by companies of established repute engaged in the same or similar
business.

       

      Section
5.19            Plan Assets; Prohibited
Transactions. The
Borrower is not an entity deemed to hold “plan assets” within the meaning of 29
C.F.R. Sec. 2510.3-101 of an employee benefit plan (as defined in Section 3(3)
of ERISA) which is subject to Title I of ERISA or any plan (within the meaning
of Section 4975 of the Code), the Borrower is an “operating company” as defined
in 29 C.F.R. Sec. 2510-101(c), and neither the execution of this Agreement nor
the making of Credit Extensions hereunder gives rise to a prohibited transaction
within the meaning of Section 406 of ERISA or Section 4975 of the
Code.

       

      
        
           


        

        
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      ARTICLE
6

       

      COVENANTS

       

      During
the term of this Agreement, unless the Required Lenders shall otherwise consent
in writing:

       

      Section
6.1              Information.
The
Borrower will maintain, for itself and each Subsidiary, a system of accounting
established and administered in accordance with generally accepted accounting
principles, and deliver to the Lenders:

       

      (a)         within
90 days after the close of each of its fiscal years, an audit report (without a
"going concern" or like qualification or exception and without any qualification
or exception as to the scope of such audit) certified by PricewaterhouseCoopers
LLP or other independent certified public accountants acceptable to the Lenders,
prepared in accordance with Agreement Accounting Principles on a consolidated
and consolidating basis (consolidating statements need not be certified by such
accountants) for itself and its Subsidiaries, including balance sheets as of the
end of such period, related profit and loss and reconciliation of surplus
statements, and a statement of cash flows, accompanied by a certificate of said
accountants that, in the course of their examination necessary for their
certification of the foregoing, they have obtained no knowledge of any Default
or Unmatured Default, or if, in the opinion of such accountants, any Default or
Unmatured Default shall exist, stating the nature and status thereof; provided that the
delivery within the time period specified above of the Borrower’s Form 10 K for
such fiscal year (together with the Borrower’s annual report to shareholders, if
any, prepared pursuant to Rule 14a 3 under the Exchange Act) prepared in
accordance with the requirements therefor and filed with the SEC shall be deemed
to satisfy the requirements of this Section 6.1(a); provided, further, that the Borrower shall be
deemed to have made such delivery of such Form 10 K if it shall have timely made
such Form 10 K available on “EDGAR” and on its home page on the worldwide web
(at the date of this Agreement located at:  http//www.modine.com) and
shall have given the Agent and each Lender prior notice of such availability on
EDGAR and on its home page in connection with each delivery (such availability
and notice thereof being referred to as “Electronic Delivery”);

       

      (b)         within
45 days after the close of the first three quarterly periods of each of its
fiscal years, for itself and its Subsidiaries, consolidated and consolidating
unaudited balance sheets as at the close of each such period and consolidated
and consolidating profit and loss statements and a statement of cash flows for
the period from the beginning of such fiscal year to the end of such quarter,
all certified by an Authorized Officer; provided that
delivery within the time period specified above of copies of the Borrower’s Form
10 Q prepared in compliance with the requirements therefor and filed with the
SEC shall be deemed to satisfy the requirements of this Section 6.1(b); provided, further, that the
Borrower shall be deemed to have made such delivery of such Form 10 Q if it
shall have timely made Electronic Delivery thereof;

       

      (c)         simultaneously
with the delivery of each set of financial statements referred to in clauses (a)
and (b) above (which, in the case of Electronic Delivery of such financial
statements, shall be by separate concurrent delivery of such certificate to the
Agent and each Lender), a certificate in the form of Exhibit E attached
hereto of an Authorized Officer of the Borrower (i) setting forth in reasonable
detail the calculations required to establish whether the Borrower was in
compliance with the requirements of Sections 6.3, 6.4, 6.5, 6.9, 6.16, 6.18,
6.19 and 6.20 on the date of such financial statements and (ii) stating whether
any Default or Unmatured Default exists on the date of such certificate and, if
any Default or Unmatured Default then exists, setting forth the details thereof
and the action which the Borrower is taking or proposes to take with respect
thereto;

       

      
        
           


        

        
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      (d)         within
five Business Days after the Borrower becomes aware of the occurrence of any
Default or Unmatured Default or of the occurrence of any other development,
financial or otherwise, that could reasonably be expected to have a Material
Adverse Effect, a certificate of an Authorized Officer of the Borrower setting
forth the details thereof and the action which the Borrower is taking or
proposes to take with respect thereto;

       

      (e)         promptly
upon the mailing thereof to the shareholders of the Borrower 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 annual, quarterly or monthly reports which the Borrower or any of its
Subsidiaries shall have filed with the Securities and Exchange
Commission;

       

      (g)        as
soon as possible, and in any event within 10 days after any member of the
Controlled Group (i) knows that any Reportable Event has occurred with respect
to any Plan, a statement, signed by an Authorized Officer of the Borrower,
describing said Reportable Event and the action which the Borrower proposes to
take with respect thereto, along with a copy of any notice of such Reportable
Event given or required to be given to the PBGC; (ii) knows that any
determination has been made that any Plan is, or is expected to be, in “at-risk”
status (as defined in Section 430(i)(4) of the Code or Section 303(i)(4) of
ERISA) or that any Plan is, or is expected to be, insolvent or in
reorganization, within the meaning of Title IV of ERISA, or is in
endangered or critical status, within the meaning of Section 432 of the Code or
Section 305 of ERISA; (iv) receives notice of complete or partial withdrawal
liability under Title IV of ERISA, a copy of such notice; or (v) receives notice
from the PBGC under Title IV of ERISA of an intent to terminate or appoint a
trustee to administer any Plan, a copy of such notice;

       

      (h)        promptly
upon the execution and delivery thereof, notice of any waiver, consent,
modification or amendment of or to the 2005 Note Purchase Agreement or the 2006
Note Purchase Agreement, together with a copy of the documentation relating
thereto; and

       

      (i)         from
time to time such additional information regarding the financial position or
business of the Borrower and its Subsidiaries as the Lenders may reasonably
request.

       

      Section
6.2              Inspection of Property,
Books and Records. The
Borrower will, and will cause each Subsidiary to, permit the Agent and the
Lenders, by their respective representatives and agents, to visit and inspect
their respective properties in order to: (a) examine and make abstracts
from any of their respective books and records; and (b) to discuss their
respective affairs, finances and accounts with their respective officers,
employees and independent public accountants.  The Borrower agrees to
cooperate and assist in such visits and inspections, in each case at such
reasonable times and as often as may reasonably be desired; provided, however,
that so long as no Default or Unmatured Default has occurred and is continuing,
such visits and inspections shall not take place more often than once each
fiscal year of the Borrower.

       

      
        
           


        

        
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      Section
6.3              Restricted Payments.
The
Borrower will not, nor will it permit any Subsidiary to, declare or make any
Restricted Payment except: (a) the Borrower may declare or make a Restricted
Payment (other than Stock Purchase Restricted Payments permitted by clause (b)
below) if, after giving effect to such Restricted Payment, the aggregate amount
of all such Restricted Payments declared or made after the date of this
Agreement (excluding Stock Purchase Restricted Payments permitted by clause (b)
below) does not exceed $90,000,000 and no Default or Unmatured Default shall
have occurred and be continuing; (b) the Borrower may declare or make a Stock
Purchase Restricted Payment, if after giving effect to such Stock Purchase
Restricted Payment, the aggregate of all Stock Purchase Restricted Payments
declared or made after the date of this Agreement does not exceed $90,000,000
and no Default or Unmatured Default shall have occurred and be continuing; and
(c) any Subsidiary may declare and pay dividends or make distributions to the
Borrower or to a Wholly-Owned Subsidiary.

       

      Section
6.4              Loans or Advances.
Neither
the Borrower nor any of its Subsidiaries shall make loans or advances to any
Person except: (a) loans or advances to employees not exceeding $3,000,000
in the aggregate outstanding made in the ordinary course of business and
consistently with practices existing on March 31, 2008; (b) deposits
required by government agencies or public utilities; (c) loans or advances
in the ordinary course of business between the Borrower and its Subsidiaries and
between Subsidiaries; and (d) other loans and advances made in the ordinary
course of business not exceeding $10,000,000 in the aggregate at any time
outstanding; provided that after giving effect to the making of any loans,
advances or deposits permitted by clause (a), (b), (c) or (d) of this Section,
the Borrower will be in full compliance with all the provisions of this
Agreement.

       

      Section
6.5              Investments and
Acquisitions. 

       

      (a)         The
Borrower will not, nor will it permit any Subsidiary to, make or suffer to exist
any Investments (including without limitation, loans and advances to, and other
Investments in, Subsidiaries), or commitments therefor, or to create any
Subsidiary or to become or remain a partner in any partnership or joint venture,
or to make any Acquisition of any Person, except:

       

      (i)           Cash
Equivalent Investments.

       

      (ii)          Existing
Investments in Subsidiaries and other Investments in existence the date hereof
and described in Schedule
6.5.

       

      (iii)         Investments
comprised of capital contributions (whether in the form of cash, a note, or
other assets) to a Subsidiary or other special-purpose entity created solely to
engage in a Qualified Receivables Transaction.

       

      
        
           


        

        
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      (iv)          Acquisitions;
provided, however, that prior to closing any such Acquisition the Borrower shall
deliver to the Agent a certificate of an Authorized Officer of the Borrower
setting forth in reasonable detail financial calculations demonstrating that,
after giving effect to such Acquisition, no Default or Unmatured Default will
exist on a pro forma basis (assuming that such Acquisition (and any related
incurrence of Indebtedness) had occurred on the first day of the four-fiscal
quarter period ending at the last fiscal quarter-end).

       

      (v)           Rate
Management Transactions permitted by Section 6.20 and guaranties by the Borrower
and its Subsidiaries of such Rate Management Obligations.

       

      (vi)          Loans
and advances permitted by Section 6.4.

       

      (b)         The
Borrower and its Subsidiaries may make and have outstanding the following other
Investments, in addition to the Investments permitted under Section
6.5(a):  (i) loans and advances in the ordinary course of business
between the Borrower and its Subsidiaries and between Subsidiaries, and (ii)
other Investments, provided that at no time shall the aggregate outstanding
amount of Investments existing and permitted under this Section 6.5(b)(ii)
exceed $40,000,000.

       

      Section
6.6              Negative Pledge.
The
Borrower will not, nor will it permit any Subsidiary to, create, incur or suffer
to exist any Lien in, of or on any of the Property of the Borrower or any of its
Subsidiaries, except for Permitted Encumbrances.

       

      Section
6.7              Maintenance of
Existence. Except
for corporate reorganizations permitted by Sections 6.9(a) and 6.9(b), the
Borrower shall, and shall cause each Subsidiary to, remain duly incorporated or
organized, validly existing and (to the extent such concept applies to such
entity) in good standing as a corporation or (in the case of the Subsidiaries)
other form of organization in its jurisdiction of incorporation or organization,
maintain all requisite authority to conduct its business in each jurisdiction in
which its business is conducted, and carry on its business in substantially the
same manner and in substantially the same fields as such business is now carried
on and maintained.

       

      Section
6.8              Dissolution.
Neither
the Borrower nor any of its Subsidiaries shall suffer or permit dissolution or
liquidation either in whole or in part or redeem or retire any shares of its own
stock or that of any Subsidiary, except through corporate reorganization to the
extent permitted by Sections 6.9(a) and 6.9(b).

       

      Section
6.9              Consolidations, Mergers and
Sales of Assets. The
Borrower will not, nor will it permit any Subsidiary to, consolidate or merge
with or into, or sell, lease or otherwise transfer all or any substantial part
of its assets to, any other Person, or discontinue or eliminate any business
line or segment, provided
that

       

      (a)         Subsidiaries
of the Borrower may merge into the Borrower or a Wholly-Owned
Subsidiary,

       

      
        
           


        

        
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      (b)         the
foregoing limitation on the sale, lease or other transfer of assets and on the
discontinuation or elimination of a business line or segment shall not
prohibit:

       

      (i)           sales
of inventory in the ordinary course of business;

       

      (ii)           leases,
sales or other dispositions of Property that, together with all other Property
of the Borrower and its Subsidiaries previously leased, sold or disposed of
(other than inventory in the ordinary course of business) as permitted by this
Section during the twelve-month period ending with the month in which any such
lease, sale or other disposition occurs, do not constitute a Substantial Portion
of the Property of the Borrower and its Subsidiaries, provided that, after
giving effect to any such lease, sale or other disposition, no Default or
Unmatured Default shall have occurred and be continuing; and

       

      (iii)           any
transfer of an interest in accounts or notes receivable and related assets
permitted under Section 6.17.

       

      (c)         the
foregoing limitation on the discontinuation or elimination of a business line or
segment shall not prohibit the liquidation and dissolution of (i) Modine Export
Sales Corp., Modine Jackson, Inc. , Thermacore Korea, Ltd, Thermacore Taiwan,
Inc., Airedale Sheet Metal Limited, and Airedale Compact Systems Limited, or
(ii) any other Wholly-Owned Subsidiary; provided that the aggregate amount of
liabilities paid or satisfied in connection with any and all such other
liquidations and dissolutions (other than liabilities paid in the ordinary
course of business and liabilities assumed by the parent company of such
liquidating Subsidiary) shall not exceed $5,000,000; and provided further that,
after giving effect to any such liquidation or dissolution, no Default shall
have occurred and be continuing.

       

      Section
6.10            Use of Proceeds.
The
Borrower will use the proceeds of the Credit Extensions for general corporate
purposes and to refinance existing Indebtedness.  No portion of the
proceeds of the Credit Extensions will be used by the Borrower, directly or
indirectly, for the purpose, whether immediate, incidental or ultimate, of
purchasing or carrying any “margin stock” (as defined in Regulation U), or for
any purpose in violation of any applicable law or regulation.

       

      Section
6.11            Compliance with Laws;
Payment of Taxes and Other Claims. The
Borrower will, and will cause each Subsidiary to, comply with all laws, rules,
regulations, orders, writs, judgments, injunctions, decrees or awards to which
it may be subject including, without limitation, all Environmental Laws, except
where the failure to do so would not have a Material Adverse
Effect.  Without limitation of the foregoing, the Borrower will, and
will cause each of its Subsidiaries to, not be a Person described in Section 1
of the Anti-Terrorism Order, and not engage in any dealings or transactions, or
otherwise be associated, with any such Person.  The Borrower will, and
will cause each of its Subsidiaries to, (x) timely file complete and correct
United States federal and applicable foreign, state and local tax returns
required by law and pay when due all taxes, assessments, governmental charges
and levies upon it or its income, profits or Property and (y) pay when due all
claims for labor, supplies, rent and other obligations which, if unpaid, might
become a lien against the property of the Borrower or any Subsidiary; except
those which are being contested in good faith by appropriate proceedings and
with respect to which adequate reserves have been set aside in accordance with
Agreement Accounting Principles.

       

      
        
           


        

        
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      Section
6.12            Insurance.
The
Borrower will maintain, and will cause each of its Subsidiaries to maintain
(either in the name of the Borrower or in such Subsidiary’s own name), with
financially sound and reputable insurance companies, insurance on all its
Property in at least such amounts and against at least such risks as is
consistent with sound business practice, and the Borrower will furnish to any
Lender upon request full information as to the insurance carried.

       

      Section
6.13            Change in Fiscal
Year.  The
Borrower will not change its fiscal year (including any of its fiscal quarters)
without (a) providing the Lenders with prior written notice of such change; and
(b) executing and delivering to the Lenders, prior to such change, such
amendments to this Agreement and the other Loan Documents as the Lenders may
reasonably deem necessary and appropriate as a result of such change in fiscal
year.

       

      Section
6.14            Maintenance of
Property. The
Borrower will, and will cause each Subsidiary to, maintain all of its Property
and assets in good condition, repair and working order, and make all necessary
and proper repairs, renewals and replacements so that its business carried on in
connection therewith may be properly conducted at all times.

       

      Section
6.15            Environmental
Matters. The
Borrower will not, and will not permit any other Person to, use, produce,
manufacture, process, generate, store, dispose of, manage at, or ship or
transport to or from any of its Property any Hazardous Materials except for
Hazardous Materials disclosed on Schedule 5.14(b)
hereto and by this reference made a part hereof and which are used, produced,
manufactured, processed, generated, stored, disposed of or managed in the
ordinary course of business in compliance with all applicable Environmental
Laws, except where such non-compliance would not have a Material Adverse
Effect.  The Borrower agrees that upon the occurrence of an
Environmental Release it will act immediately to investigate the extent of, and
to take appropriate remedial action to eliminate, such Environmental Release,
whether or not ordered or otherwise directed to do so.  Promptly, and
in any event within 15 Business Days after the Borrower obtains knowledge
thereof, the Borrower shall furnish to the Lenders written notice of all
material Environmental Liabilities, pending, threatened or anticipated material
Environmental Proceedings, and material Environmental Releases at, on, in, under
or in any way affecting it, any Subsidiary or any of its or their Property or
any adjacent property, and all facts, events, or conditions that could lead to
any of the foregoing.

       

      Section
6.16            Indebtedness.
The
Borrower will not, nor will it permit any Subsidiary to, create, incur or suffer
to exist any Indebtedness, except:

       

      (a)         The
Loans and the Reimbursement Obligations.

       

      (b)         Indebtedness
of a Subsidiary owed to the Borrower or to a Wholly-Owned Subsidiary to the
extent permitted under Section 6.5.

       

      (c)         Indebtedness
described in Schedule
6.16 not exceeding the commitment limits set forth therein, and
extensions, renewals and replacements of any such Indebtedness to the extent
such extensions, renewals and replacements do not increase the outstanding
principal amount thereof.

       

      
        
           


        

        
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      (d)         Receivables
Transaction Attributed Indebtedness.

       

      (e)         Indebtedness,
in addition to Indebtedness permitted pursuant to subsections (a)-(d) above, in
an aggregate amount at any time outstanding not to exceed the greater of
$100,000,000 or fifteen percent (15%) of the Borrower’s Consolidated Net
Worth.

       

      Section
6.17            Sale of Accounts.
The
Borrower will not, nor will it permit any Subsidiary to, sell or otherwise
dispose of any notes receivable or accounts receivable, with or without
recourse, except (a) sale or assignment of accounts for collection purposes in
the ordinary course of business, (b) sale or assignment of trade notes
receivable or accounts receivable of the Borrower's Foreign Subsidiaries in the
ordinary course of business provided that the aggregate outstanding amount
thereof does not exceed $15,000,000 (based on the amount of obligations
outstanding under the legal documents entered into as part of such sales or
assignments that would be characterized as principal if such sales or
assignments were structured as a secured lending transaction rather than as a
sale or assignment), and (c) Qualified Receivables Transactions

      


      Section
6.18            Financial
Covenants.

       

      (a)         Leverage
Ratio.  The Borrower will not permit the Leverage Ratio,
determined as of the end of each fiscal quarter, to be greater than 3.0 to
1.0.

       

      (b)         Interest Expense Coverage
Ratio.  The Borrower will not permit the Interest Expense
Coverage Ratio, determined as of the end of each fiscal quarter set forth below,
to be less than the ratio set forth opposite such fiscal quarter:

       

      
        	
                Fiscal
      Quarter

              	 	
                Minimum
      Interest Expense
      Coverage
      Ratio

              
	
                Fiscal
      quarter ending June 30, 2008

              	 	
                2.00
      to 1.00

              
	 
      	 	 
      
	
                Fiscal
      quarters ending September 30, 2008 and December 31,
    2008

              	 	
                1.75
      to 1.00

              
	 
      	 	 
      
	
                Fiscal
      quarters ending March 31, 2009 and June 30, 2009

              	 	
                2.25
      to 1.00

              
	 
      	 	 
      
	
                Fiscal
      quarters ending on or after September 30, 2009

              	 	
                2.50
      to 1.00

              


      

      


       

      Section
6.19            Guaranties.
(a)         The
Borrower will cause (i) each Subsidiary that delivers a guarantee, or otherwise
incurs a Contingent Obligation, to any Person (other than to another Subsidiary
or the Borrower) in respect of any Material Indebtedness to concurrently execute
and deliver to the Agent a Guaranty and (ii) each Domestic Subsidiary to
promptly, and in any event within 30 days when required by this clause (ii),
execute and deliver to the Agent a Guaranty, provided that Domestic Subsidiaries
shall not be required to be Guarantors to the extent that all Domestic
Subsidiaries that are not Guarantors would not constitute a Significant
Subsidiary if considered as one Subsidiary.

      



      
        
           


        

        
          55

          
            

          

        

        
           


        

      


      (b)         The
Borrower will cause each Subsidiary required to deliver a Guaranty hereunder, to
also deliver, together with the delivery of such Guaranty, such other documents,
opinions and information as the Agent may require regarding such Subsidiary and
the enforceability of such Guaranty.

      


      (c)         The
Lenders acknowledge and agree that the Agent may discharge and release any
Subsidiary from a Guaranty to which it is a party pursuant to the written
request of the Borrower, provided that (i) such
Guarantor has been, or is being simultaneously, released and discharged as an
obligor and guarantor under and in respect of all Material Indebtedness and the
Borrower so certifies to the Lenders in a certificate which accompanies such
request for release and discharge, (ii) such Guaranty is not required under
Section 6.19(a) and (iii) at the time of such release and discharge, the
Borrower shall deliver a certificate to the Agent the effect that no Default or
Unmatured Default exists.

      


      (d)         The
Borrower agrees that it will not, nor will it permit any Subsidiary or Affiliate
to, directly or indirectly, pay or cause to be paid any consideration or
remuneration, whether by way of supplemental or additional interest, fee or
otherwise, to any creditor of the Borrower or of any Subsidiary as consideration
for or as an inducement to the entering into by any such creditor of any release
or discharge of any Guarantor with respect to any liability of such Guarantor as
an obligor or guarantor under or in respect of Material Indebtedness, unless
such consideration or remuneration is concurrently paid, on the same terms,
ratably to the Lenders.

      


       

      Section
6.20            Rate Management
Transactions. The
Borrower will not, nor will it permit any Subsidiary to, enter into or remain
liable under any Rate Management Transactions, except for Rate Management
Transactions that are entered into in the ordinary course of business of the
Borrower or such Subsidiary for the purpose of hedging a risk exposure of the
Borrower or a Subsidiary and not for speculative purposes.

       

      Section
6.21            Affiliates.
The
Borrower will not, and will not permit any Subsidiary to, enter into any
transaction (including, without limitation, the purchase or sale of any Property
or service) with, or make any payment or transfer to, any Affiliate except (i)
in the ordinary course of business and pursuant to the reasonable requirements
of the Borrower’s or such Subsidiary’s business and upon fair and reasonable
terms no less favorable to the Borrower or such Subsidiary than the Borrower or
such Subsidiary would obtain in a comparable arms-length transaction and (ii)
transactions between the Borrower or any Subsidiary, on the one hand, and any
Subsidiary or other special-purpose entity created to engage solely in a
Qualified Receivables Transaction.

       

      
        
           


        

        
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      ARTICLE
7

       

      DEFAULTS

       

      The
occurrence of any one or more of the following events shall constitute a
Default:

       

      Section
7.1              Any
Borrower shall fail to pay when due any principal of any Loan, shall fail to pay
within one Business Day of when due any Reimbursement Obligation, or shall fail
to pay within three Business Days of when due any interest on any Loan or any LC
Fee or other fee or other amount payable hereunder; or

       

      Section
7.2              The
Borrower shall fail to observe or perform any covenant contained in Section
6.1(d), Sections 6.3 through 6.10, inclusive, or Sections 6.16 through 6.21,
inclusive; or

       

      Section
7.3              The
Borrower shall fail to observe or perform any covenant or agreement contained in
this Agreement (other than those covered by Section 7.1 or 7.2 above), or the
Borrower or any Subsidiary shall fail to observe or perform any covenant or
agreement contained in any other Loan Document, for thirty (30) days after the
earlier of (i) the first day on which a responsible officer of the Borrower or
Subsidiary has knowledge of such failure, or (ii) written notice thereof has
been given to the Borrower or Subsidiary by a Lender; or

       

      Section
7.4              Any
representation, warranty, certification or statement made or deemed made by or
on behalf of the Borrower in Article 5 or by or on behalf of the Borrower or any
Subsidiary in, under or in connection with any Loan Document, or any
certificate, financial statement or other document delivered pursuant to any
Loan Document, shall prove to have been incorrect in any material respect when
made (or deemed made); or

       

      Section
7.5              The
Borrower or any Subsidiary shall fail to make any payment in respect of
Indebtedness outstanding (other than the Loans) in an aggregate amount in excess
of $20,000,000 when due or within any applicable grace period; or

       

      Section
7.6              Any event
or condition shall occur which results in the acceleration of the maturity of
Significant Obligations or the purchase of Significant Obligations by the
Borrower (or its designee) or such Subsidiary (or its designee) prior to the
scheduled maturity thereof or enables (or, with the giving of notice or lapse of
time or both, would enable) the holders of Significant Obligations or any Person
acting on such holders’ behalf to accelerate the maturity thereof or require the
purchase thereof by the Borrower (or its designee) or such Subsidiary (or its
designee) prior to the scheduled maturity thereof, without regard to whether
such holders or other Person shall have exercised or waived their right to do
so, or any Significant Obligations shall be declared to be due and payable or
required to be prepaid or repurchased (other than by a regularly scheduled
payment) prior to the stated maturity thereof; or

       

      Section
7.7              The
Borrower or any 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 Portion 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, or shall admit in writing its
inability to pay, its debts as they become due, or shall take any corporate
action to authorize any of the foregoing, or shall fail to contest in good faith
any appointment or proceeding described in Section 7.8; or

       

      
        
           


        

        
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      Section
7.8             
An
involuntary case or other proceeding shall be commenced against the Borrower or
any 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 Portion
of its property, and such involuntary case or other proceeding shall remain
undismissed and unstayed for a period of 45 days; or an order for relief shall
be entered against the Borrower or any Subsidiary under the federal bankruptcy
laws as now or hereafter in effect; or

       

      Section
7.9              The
Borrower or any member of the Controlled Group shall fail to pay when due any
material amount which it shall have become liable to pay to the PBGC or to a
Plan under Title IV of ERISA; or the PBGC shall institute proceedings under
Title IV of ERISA to terminate or to cause a trustee to be appointed to
administer any such Plan or Plans or a proceeding shall be instituted by a
fiduciary of any such Plan or Plans to enforce Section 515 or 4219(c)(5) of
ERISA and such proceeding shall not have been dismissed within 30 days
thereafter; or a condition shall exist by reason of which the PBGC would be
entitled to obtain a decree adjudicating that any such Plan or Plans must be
terminated; or

       

      Section
7.10            One or
more judgments or orders for the payment of money in an aggregate amount in
excess of $20,000,000, or one or more nonmonetary judgments or orders which,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect, shall be rendered against the Borrower or any
Subsidiary, and such judgment(s) or order(s) shall continue unsatisfied and
unstayed for a period of 45 days; or

       

      Section
7.11           
A federal
tax lien shall be filed against the Borrower under Section 6323 of the Code or a
lien of the PBGC shall be filed against the Borrower under Section 4068 of ERISA
and in either case such lien shall remain undischarged for a period of 25 days
after the date of filing, or the Unfunded Liabilities of all Single Employer
Plans shall exceed in the aggregate $20,000,000, or any Reportable Event shall
occur in connection with any Plan; or

       

      Section
7.12            Any
Change in Control shall occur; or

       

      Section
7.13           


       

      Any
court, government or governmental agency shall condemn, seize or otherwise
appropriate, or take custody or control of, all or any portion of the Property
of the Borrower and its Subsidiaries which, when taken together with all other
Property of the Borrower and its Subsidiaries so condemned, seized,
appropriated, or taken custody or control of, during the twelve-month period
ending with the month in which any such action occurs, constitutes a Substantial
Portion; or

       

      
        
           


        

        
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      Section
7.14            Any
Guaranty shall fail to remain in full force or effect or any action shall be
taken to discontinue or to assert the invalidity or unenforceability of any
Guaranty, or any Guarantor shall fail to comply with any of the terms or
provisions of any Guaranty to which it is a party, or any Guarantor shall deny
that it has any further liability under any Guaranty to which it is a party, or
shall give notice to such effect.

       

      ARTICLE
8

       

      ACCELERATION,
WAIVERS, AMENDMENTS AND REMEDIES

       

      Section
8.1               Acceleration; Facility LC Collateral
Account.

       

      (a)         If
any Default described in Section 7.7 or 7.8 occurs with respect to any Borrower,
the obligations of the Lenders to make Loans hereunder and the obligation and
power of the LC Issuer to issue Facility LCs shall automatically terminate and
the Obligations shall immediately become due and payable without any election or
action on the part of the Agent, the LC Issuer or any Lender and the Borrowers
will be and become thereby unconditionally obligated, without any further
notice, act or demand, to pay to the Agent an amount in immediately available
funds, which funds shall be held in the Facility LC Collateral Account, equal to
the difference of (x) the amount of LC Obligations owing by such Borrower at
such time, less (y) the amount on deposit in the Facility LC Collateral Account
paid by such Borrower at such time which is free and clear of all rights and
claims of third parties and has not been applied against the Obligations (such
difference, the “Collateral Shortfall Amount”).  If any other Default
occurs, the Required Lenders (or the Agent with the consent of the Required
Lenders) may (i) terminate or suspend the obligations of the Lenders to make
Loans hereunder and the obligation and power of the LC Issuer to issue Facility
LCs, or declare the Obligations to be due and payable, or both, whereupon the
Obligations shall become immediately due and payable, without presentment,
demand, protest or notice of any kind, all of which each Borrower hereby
expressly waives, and (ii) upon notice to the Borrowers and in addition to the
continuing right to demand payment of all amounts payable under this Agreement,
make demand on each Borrower to pay, and each Borrower will, forthwith upon such
demand and without any further notice or act, pay to the Agent the Collateral
Shortfall Amount owing by it, which funds shall be deposited in the Facility LC
Collateral Account.

       

      (b)         If
at any time while any Default is continuing, the Agent determines that the
Collateral Shortfall Amount at such time is greater than zero, the Agent may
make demand on the Borrowers to pay, and the Borrowers will, forthwith upon such
demand and without any further notice or act, pay to the Agent the Collateral
Shortfall Amount, which funds shall be deposited in the Facility LC Collateral
Account.

       

      (c)         The
Agent may at any time or from time to time after funds are deposited in the
Facility LC Collateral Account, apply such funds to the payment of the
Obligations and any other amounts as shall from time to time have become due and
payable by the Borrowers to the Lenders or the LC Issuer under the Loan
Documents.

       

      
        
           


        

        
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      (d)         At
any time while any Default is continuing, neither any Borrower nor any Person
claiming on behalf of or through any Borrower shall have any right to withdraw
any of the funds held in the Facility LC Collateral Account.  After
all of the Obligations have been indefeasibly paid in full and the Aggregate
Commitment has been terminated, any funds remaining in the Facility LC
Collateral Account shall be returned by the Agent to the applicable Borrower or
paid to whomever may be legally entitled thereto at such time.

       

      (e)         If,
within 30 days after acceleration of the maturity of the Obligations or
termination of the obligations of the Lenders to make Loans and the obligation
and power of the LC Issuer to issue Facility LCs hereunder as a result of any
Default (other than any Default as described in Section 7.7 or 7.8 with respect
to any Borrower) and before any judgment or decree for the payment of the
Obligations due shall have been obtained or entered, the Required Lenders (in
their sole discretion) shall so direct, the Agent shall, by notice to the
Borrower, rescind and annul such acceleration and/or termination.

       

      Section
8.2              Amendments. 
Subject
to the provisions of this Article 8, the Required Lenders (or the Agent with the
consent in writing of the Required Lenders) and the Borrowers may enter into
agreements supplemental hereto for the purpose of adding or modifying any
provisions to the Loan Documents or changing in any manner the rights of the
Lenders or the Borrowers hereunder or waiving any Default hereunder; provided, however, that no such
supplemental agreement shall, without the consent of all of the
Lenders:

       

      (a)         Extend
the final maturity of any Loan, or extend the expiry date of any Facility LC to
a date after the Facility Termination Date or forgive all or any portion of the
principal amount thereof or any Reimbursement Obligation related thereto, or
reduce the rate or extend the time of payment of interest or fees thereon or the
Reimbursement Obligations related thereto.

       

      (b)         Amend
Section 11.2.

       

      (c)         Reduce
the percentage specified in the definition of Required Lenders.

       

      (d)         Extend
the Facility Termination Date, or reduce the amount or extend the payment date
for, the mandatory payments required under Section 2.3, or, subject to Section
2.26, increase the amount of the Aggregate Commitment, of the Commitment of any
Lender hereunder or the commitment to issue Facility LCs, or permit any Borrower
to assign its rights under this Agreement.

       

      (e)         Release
or terminate any Guaranty except to the extent required or permitted hereunder
or in connection with any permitted sale of any Guarantor.

       

      (f)         Amend
this Section 8.2.

       

      No
amendment of any provision of this Agreement relating to the Agent shall be
effective without the written consent of the Agent, no amendment of any
provision of this Agreement relating to the Swing Line Lender or any Swing Line
Loans shall be effective without the written consent of the Swing Line Lender,
and no amendment of any provision relating to the LC Issuer shall be effective
without the written consent of the LC Issuer.  The Agent may waive
payment of the fee required under Section 12.1 without obtaining the consent of
any other party to this Agreement.

       

      
        
           


        

        
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      Section
8.3              Preservation of
Rights. No delay
or omission of the Lenders, the LC Issuer or the Agent to exercise any right
under the Loan Documents shall impair such right or be construed to be a waiver
of any Default or an acquiescence therein, and the making of a Credit Extension
notwithstanding the existence of a Default or the inability of any Borrower to
satisfy the conditions precedent to such Credit Extension shall not constitute
any waiver or acquiescence.  Any single or partial exercise of any
such right shall not preclude other or further exercise thereof or the exercise
of any other right, and no waiver, amendment or other variation of the terms,
conditions or provisions of the Loan Documents whatsoever shall be valid unless
in writing signed by the Lenders required pursuant to Section 8.2, and then only
to the extent in such writing specifically set forth.  All remedies
contained in the Loan Documents or by law afforded shall be cumulative and all
shall be available to the Agent, the LC Issuer and the Lenders until the
Obligations have been paid in full.

       

      ARTICLE
9

       

      GENERAL
PROVISIONS

       

      Section
9.1              Survival of
Representations. All
representations and warranties of the Borrowers contained in this Agreement
shall survive the making of the Credit Extensions herein
contemplated.

       

      Section
9.2              Governmental
Regulation. Anything
contained in this Agreement to the contrary notwithstanding, neither the LC
Issuer nor any Lender shall be obligated to extend credit to any Borrower in
violation of any limitation or prohibition provided by any applicable statute or
regulation.

       

      Section
9.3             
Headings.
Section
headings in the Loan Documents are for convenience of reference only, and shall
not govern the interpretation of any of the provisions of the Loan
Documents.

       

      Section
9.4              Entire Agreement.
The Loan
Documents embody the entire agreement and understanding among the Borrowers, the
Agent, the LC Issuer and the Lenders and supersede all prior agreements and
understandings among the Borrowers, the Agent, the LC Issuer and the Lenders
relating to the subject matter thereof.

       

      Section
9.5              Several Obligations;
Benefits of this Agreement. The
respective obligations of the Lenders hereunder are several and not joint and no
Lender shall be the partner or agent of any other (except to the extent to which
the Agent is authorized to act as such).  The failure of any Lender to
perform any of its obligations hereunder shall not relieve any other Lender from
any of its obligations hereunder.  This Agreement shall not be
construed so as to confer any right or benefit upon any Person other than the
parties to this Agreement and their respective successors and assigns, provided, however, that the
parties hereto expressly agree that the Arranger shall enjoy the benefits of the
provisions of Sections 9.6, 9.10 and 10.6 to the extent specifically set forth
therein and shall have the right to enforce such provisions on its own behalf
and in its own name to the same extent as if it were a party to this
Agreement.

       

      
        
           


        

        
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      Section
9.6               Expenses;
Indemnification.

       

      (a)         The
Borrowers shall reimburse the Agent and the Arranger for any costs, internal
charges and out-of-pocket expenses (including reasonable attorneys’ fees and
time charges of attorneys for the Agent, which attorneys may be employees of the
Agent) paid or incurred by the Agent or the Arranger in connection with the
preparation, negotiation, execution, delivery, syndication, distribution
(including, without limitation, via the internet), review, amendment,
modification, and administration of the Loan Documents.  The Borrowers
also agree to reimburse the Agent, the LC Issuer, the Arranger and the Lenders
for any costs, internal charges and out-of-pocket expenses (including reasonable
attorneys’ fees and time charges of attorneys for the Agent, the LC Issuer, the
Arranger and the Lenders, which attorneys may be employees of the Agent, the LC
Issuer, the Arranger or the Lenders) paid or incurred by the Agent, the LC
Issuer, the Arranger or any Lender in connection with the collection and
enforcement of the Loan Documents.  Expenses being reimbursed by the
Borrowers under this Section include, without limitation, costs and expenses
incurred in connection with the Reports described in the following
sentence.  The Borrowers acknowledge that from time to time JPMorgan
may prepare and may distribute to the Lenders (but shall have no obligation or
duty to prepare or to distribute to the Lenders) certain audit reports (the
“Reports”) pertaining to the Borrower’s or any of its Subsidiary's assets for
internal use by JPMorgan from information furnished to it by or on behalf of the
Borrower and its Subsidiaries, after JPMorgan has exercised its rights of
inspection pursuant to this Agreement.

       

      (b)         Each
Borrower hereby further agrees to indemnify the Agent, the LC Issuer, the
Arranger and each Lender, their respective affiliates, and each of their
directors, officers and employees against all losses, claims, damages,
penalties, judgments, liabilities and expenses (including, without limitation,
all reasonable expenses of litigation or preparation therefor whether or not the
Agent, the LC Issuer, the Arranger or any Lender or any affiliate is a party
thereto) which any of them may pay or incur arising out of or relating to this
Agreement, the other Loan Documents, the transactions contemplated hereby or the
direct or indirect application or proposed application of the proceeds of any
Credit Extension hereunder except to the extent that they are determined in a
final non-appealable judgment by a court of competent jurisdiction to have
resulted from the gross negligence or willful misconduct of the party seeking
indemnification.  The obligations of each Borrower under this Section
9.6 shall survive the termination of this Agreement.

       

      (c)         To
the extent that any Borrower fails to pay any amount required to be paid by it
to the Agent, the LC Issuer, the Arranger or the Swing Line Lender under
paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the
Agent, the LC Issuer, the Arranger or the Swing Line Lender, as the case may be,
such Lender’s Pro Rata Share (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount;
provided that the unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was incurred by or asserted
against the Agent, the LC Issuer, the Arranger or the Swing Line Lender in its
capacity as such.

       

      
        
           


        

        
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      Section
9.7              Numbers of Documents.
All
statements, notices, closing documents, and requests hereunder shall be
furnished to the Agent with sufficient counterparts so that the Agent may
furnish one to each of the Lenders.

       

      Section
9.8              Accounting
Terms. Except as
provided to the contrary herein, all accounting terms used herein shall be
interpreted and all accounting determinations hereunder shall be made in
accordance with Agreement Accounting Principles.

       

      Section
9.9              Severability of
Provisions. Any
provision in any Loan Document that is held to be inoperative, unenforceable, or
invalid in any jurisdiction shall, as to that jurisdiction, be inoperative,
unenforceable, or invalid without affecting the remaining provisions in that
jurisdiction or the operation, enforceability, or validity of that provision in
any other jurisdiction, and to this end the provisions of all Loan Documents are
declared to be severable.

       

      Section
9.10            Nonliability of
Lenders. The
relationship between the Borrowers on the one hand and the Lenders, the LC
Issuer and the Agent on the other hand shall be solely that of borrower and
lender.  Neither the Agent, the LC Issuer, the Arranger nor any Lender
shall have any fiduciary responsibilities to any Borrower.  Neither
the Agent, the LC Issuer, the Arranger nor any Lender undertakes any
responsibility to the Borrowers to review or inform the Borrowers of any matter
in connection with any phase of the Borrower’s or any of its Subsidiary's
business or operations.  Each Borrower agrees that neither the Agent,
the LC Issuer, the Arranger nor any Lender shall have liability to any Borrower
(whether sounding in tort, contract or otherwise) for losses suffered by any
Borrower in connection with, arising out of, or in any way related to, the
transactions contemplated and the relationship established by the Loan
Documents, or any act, omission or event occurring in connection therewith,
unless it is determined in a final non-appealable judgment by a court of
competent jurisdiction that such losses resulted from the gross negligence or
willful misconduct of the party from which recovery is
sought.  Neither the Agent, the LC Issuer, the Arranger nor any Lender
shall have any liability with respect to, and each Borrower hereby waives,
releases and agrees not to sue for, any special, indirect, consequential or
punitive damages suffered by any Borrower in connection with, arising out of, or
in any way related to the Loan Documents or the transactions contemplated
thereby.

       

      Section
9.11            Confidentiality.
Each
Lender agrees to hold any confidential information which it may receive from the
Borrowers pursuant to this Agreement in confidence, except for disclosure (i) to
its Affiliates and to other Lenders and their respective Affiliates, (ii) to
legal counsel, accountants, and other professional advisors to such Lender or to
a Transferee, (iii) to regulatory officials, (iv) to any Person as requested
pursuant to or as required by law, regulation, or legal process, (v) to any
Person in connection with any legal proceeding to which such Lender is a party,
(vi) to such Lender’s direct or indirect contractual counterparties in swap
agreements or to legal counsel, accountants and other professional advisors to
such counterparties, (vii) permitted by Section 12.2 and (viii) to rating
agencies if requested or required by such agencies in connection with a rating
relating to the Advances hereunder.  Each Lender that is in receipt of
confidential information from each Borrower agrees (a) to hold such information
in accordance with such Lender’s customary procedures for handling confidential
information of such nature and in accordance with safe and sound banking
practices, (b) not to use such confidential information for any purpose other
than purposes contemplated by this Agreement, (c) to limit disclosure of such
confidential information to the Persons referred to in this Section 9.11 having
a need to know such information in connection with purposes contemplated by this
Agreement, and (d) that, unless specifically prohibited by applicable law or
government agency or court order, such Lender shall notify the Borrower of any
request by any governmental authority for disclosure of any such confidential
information prior to making disclosure of such information, so that the Borrower
shall have the opportunity to seek an appropriate protective agreement or order
limiting disclosure of such information.

       

      
        
           


        

        
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      Section
9.12            Nonreliance.
Each
Lender hereby represents that it is not relying on or looking to any margin
stock (as defined in Regulation U of the Board of Governors of the Federal
Reserve System) for the repayment of the Credit Extensions provided for
herein.

       

      Section
9.13            Disclosure.
Each
Borrower and each Lender hereby acknowledge and agree that JPMorgan and/or its
Affiliates from time to time may hold investments in, make other loans to or
have other relationships with the Borrower and its Affiliates.

       

      Section
9.14            Effective Date of this
Agreement. Each
Borrower, each Lender and the Agent agree that on the Effective Date the
following transactions shall be deemed to occur automatically, without further
action by any party hereto:

       

      (a)         The
Original Credit Agreement shall be deemed to be amended and restated in its
entirety in the form of this Agreement; it being understood that all provisions
thereof which by their terms survive any termination thereof shall continue in
full force and effect  (without duplicating the Obligations of any
Person under this Agreement), and the Pro Rata Share of the Lenders shall be
reallocated in accordance with the terms hereof.

       

      (b)         Notwithstanding
any contrary provision contained in this Agreement or in any Loan Document, each
Letter of Credit which is then outstanding under the Original Credit Agreement
and identified on Schedule 1(b) (each an “Existing Letter of Credit”) shall be
deemed a Facility LC issued and outstanding pursuant to Section 2.22 of this
Agreement and each Lender shall be deemed to have irrevocably and
unconditionally purchased and received from the LC Issuer, without recourse,
representation or warranty, a participation interest equal to its Pro-Rata Share
of the face amount of each Existing Letter of Credit and each draw paid by such
LC Issuer thereunder.

       

      (c)         To
facilitate the reallocation described in clause (a), on the Effective Date, (i)
all “Swing Line Loans” under the Original Credit Agreement shall be deemed to be
Swing Line Loans and all “Revolving Loans” under the Original Credit Agreement
shall be deemed to be Revolving Loans, (ii) each Lender which is a party to the
Original Credit Agreement (an “Original Lender”) shall transfer to the Agent an
amount equal to the excess, if any, of such Lender’s Pro Rata Share of all
outstanding Revolving Loans hereunder (including any Revolving Loans requested
by the Borrower on the Effective Date) over the outstanding amount of all of
such Lender’s “Revolving Loans” under the Original Credit Agreement,
(iii) each Lender that is not a party to the Original Credit Agreement
shall transfer to the Agent an amount equal to such Lender’s Pro Rata Share of
all outstanding Revolving Loans hereunder (including any Revolving Loans
requested by the Borrower on the Effective Date), (iv) the Agent shall apply the
funds received from the Lenders pursuant to clauses (ii) and (iii), first, on
behalf of the Lenders (pro rata according to the amount of the loans each is
required to purchase to achieve the reallocation described in clause (a)), to
purchase from each Original Lender which has “Revolving Loans” under the
Original Credit Agreement in excess of such Lender’s Pro Rata Share of all
then-outstanding Revolving Loans hereunder (including any Revolving Loans
requested by the Borrower on the Effective Date), a portion of such loans equal
to such excess, second, to pay each Original Lender all interest, fees and other
amounts owed to such Original Lender under the Original Credit Agreement
(whether or not otherwise then due) and, third, as the Borrower shall direct,
(v) the Borrower shall select new Interest Periods to apply to all Revolving
Loans hereunder (or, to the extent the Borrower fails to do so, such Revolving
Loans shall be Floating Rate Loans).

       

      
        
           


        

        
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      (d)         The
Borrowers, each Lender, and the Agent agree that (i) all terms and conditions of
the Original Credit Agreement which are amended and restated by this Agreement
shall remain effective until the Effective Date, and thereafter shall continue
to be effective only as amended and restated by this Agreement, (ii) the
representations, warranties and covenants set forth herein shall become
effective concurrently with the Effective Date, and (iii) this Agreement amends
the Original Credit Agreement in its entirety and this Agreement constitutes the
"Credit Agreement" as defined in the Intercreditor Agreement.

       

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

       

      ARTICLE
10

       

      THE
AGENT

       

      Section
10.1            Appointment; Nature of the
Relationship.  Each
of the Lenders hereby irrevocably appoints JPMorgan Chase Bank, N.A. as its
agent (the “Agent”) and authorizes the Agent to take such actions on its behalf
and to exercise such powers as are delegated to the Agent by the terms hereof,
together with such actions and powers as are reasonably incidental
thereto.  The bank serving as the Agent hereunder shall have the same
rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not the Agent, and such bank and its
Affiliates may accept deposits from, lend money to and generally engage in any
kind of business with the Borrower or any Subsidiary or other Affiliate thereof
as if it were not the Agent hereunder.

       

      Section
10.2            Powers. The Agent
shall not have any duties or obligations except those expressly set forth
herein.  Without limiting the generality of the foregoing,
(a) the Agent shall not be subject to any fiduciary or other implied
duties, regardless of whether a Default has occurred and is continuing,
(b) the Agent shall not have any duty to take any discretionary action or
exercise any discretionary powers, except discretionary rights and powers
expressly contemplated hereby that the Agent is required to exercise in writing
as directed by the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary under the circumstances as provided in
Section 8.2), and (c) except as expressly set forth herein, the Agent shall
not have any duty to disclose, and shall not be liable for the failure to
disclose, any information relating to the Borrower or any of its Subsidiaries
that is communicated to or obtained by the bank serving as Agent or any of its
Affiliates in any capacity.  The Agent shall not be liable for any
action taken or not taken by it with the consent or at the request of the
Required Lenders (or such other number or percentage of the Lenders as shall be
necessary under the circumstances as provided in Section 8.2) or in the
absence of its own gross negligence or willful misconduct.  The Agent
shall be deemed not to have knowledge of any Default unless and until written
notice thereof is given to the Agent by the Borrower or a Lender, and the Agent
shall not be responsible for or have any duty to ascertain or inquire into
(i) any statement, warranty or representation made in or in connection with
this Agreement, (ii) the contents of any certificate, report or other
document delivered hereunder or in connection herewith, (iii) the
performance or observance of any of the covenants, agreements or other terms or
conditions set forth herein, (iv) the validity, enforceability,
effectiveness or genuineness of this Agreement or any other agreement,
instrument or document, or (v) the satisfaction of any condition set forth
in Article 4 or elsewhere herein, other than to confirm receipt of items
expressly required to be delivered to the Agent.

       

      
        
           


        

        
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      Section
10.3            Reliance; Counsel.
The Agent
shall be entitled to rely upon, and shall not incur any liability for relying
upon, any notice, request, certificate, consent, statement, instrument, document
or other writing believed by it to be genuine and to have been signed or sent by
the proper Person.  The Agent also may rely upon any statement made to
it orally or by telephone and believed by it to be made by the proper Person,
and shall not incur any liability for relying thereon.  The Agent may
consult with legal counsel (who may be counsel for the Borrower), independent
accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.

       

      Section
10.4            Delegation to
Sub-Agent.  The Agent
may perform any and all its duties and exercise its rights and powers by or
through any one or more sub-agents appointed by the Agent.  The Agent
and any such sub-agent may perform any and all its duties and exercise its
rights and powers through their respective Related Parties.  The
exculpatory provisions of the preceding paragraphs shall apply to any such
sub-agent and to the Related Parties of the Agent and any such sub-agent, and
shall apply to their respective activities in connection with the syndication of
the credit facilities provided for herein as well as activities as
Agent.

       

      Section
10.5            Resignation; Successor
Agent.Subject
to the appointment and acceptance of a successor Agent as provided in this
paragraph, the Agent may resign at any time by notifying the Lenders, the LC
Issuer and the Borrower.  Upon any such resignation, the Required
Lenders shall have the right, in consultation with the Borrower, to appoint a
successor.  If no successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within 30 days
after the retiring Agent gives notice of its resignation, then the retiring
Agent may, on behalf of the Lenders and the LC Issuer, appoint a successor Agent
which shall be a bank with an office in New York, New York, or an Affiliate of
any such bank.  Upon the acceptance of its appointment as Agent
hereunder by a successor, such successor shall succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Agent, and the
retiring Agent shall be discharged from its duties and obligations
hereunder.  The fees payable by the Borrowers to a successor Agent
shall be the same as those payable to its predecessor unless otherwise agreed
between the Borrower and such successor.  After the Agent's
resignation hereunder, the provisions of this Article and Section 9.6 shall
continue in effect for the benefit of such retiring Agent, its sub-agents and
their respective Related Parties in respect of any actions taken or omitted to
be taken by any of them while it was acting as Agent.

       

      
        
           


        

        
          66

          
            

          

        

        
           


        

      


      Section
10.6            Lender Credit
Decision. Each
Lender acknowledges that it has, independently and without reliance upon the
Agent, the Arranger or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement and the other Loan
Documents.  Each Lender also acknowledges that it will, independently
and without reliance upon the Agent, the Arranger or any other Lender and based
on such documents and information as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not taking action
under or based upon this Agreement, any related agreement or any document
furnished hereunder or thereunder.

       

      Section
10.7             Agent’s Reimbursement and
Indemnification. The
Lenders agree to reimburse and indemnify the Agent ratably in proportion to
their respective Commitments (or, if the Commitments have been terminated, in
proportion to their Commitments immediately prior to such termination) (a) for
any amounts not reimbursed by the Borrowers for which the Agent is entitled to
reimbursement by the Borrowers under the Loan Documents, (b) for any other
expenses incurred by the Agent on behalf of the Lenders, in connection with the
preparation, execution, delivery, administration and enforcement of the Loan
Documents (including, without limitation, for any expenses incurred by the Agent
in connection with any dispute between the Agent and any Lender or between two
or more of the Lenders) and (c) for any liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind and nature whatsoever which may be imposed on, incurred by or
asserted against the Agent in any way relating to or arising out of the Loan
Documents or any other document delivered in connection therewith or the
transactions contemplated thereby (including, without limitation, for any such
amounts incurred by or asserted against the Agent in connection with any dispute
between the Agent and any Lender or between two or more of the Lenders), or the
enforcement of any of the terms of the Loan Documents or of any such other
documents, provided that (i) no
Lender shall be liable for any of the foregoing to the extent any of the
foregoing is found in a final non-appealable judgment by a court of competent
jurisdiction to have resulted from the gross negligence or willful misconduct of
the Agent and (ii) any indemnification required pursuant to Section 3.5(g)
shall, notwithstanding the provisions of this Section 10.7, be paid by the
relevant Lender in accordance with the provisions thereof.  The
obligations of the Lenders under this Section 10.7 shall survive payment of the
Obligations and termination of this Agreement.

       

      Section
10.8            Agent and Arranger
Fees. The
Borrower agrees to pay to the Agent and the Arranger, for their respective
accounts, the fees agreed to by the Borrower, the Agent and the Arranger
pursuant to that certain letter agreement dated June 11, 2008, or as otherwise
agreed from time to time.

       

      Section
10.9            Execution of Collateral
Documents. The
Lenders hereby empower and authorize the Agent to execute and deliver to the
Borrowers on their behalf any financing statements, agreements, documents or
instruments as shall be necessary or appropriate to effect the purposes of this
Agreement.

       

      
        
           


        

        
          67

          
            

          

        

        
           


        

      


      Section
10.10          Documentation Agents.
None of
the Lenders identified or designated pursuant to this Agreement as a
Documentation Agent shall have any right, power, obligation, liability,
responsibility or duty under this Agreement other than those applicable to all
Lenders as Lenders.

       

      ARTICLE
11

       

      SETOFF;
RATABLE PAYMENTS

       

      Section
11.1            Setoff. In
addition to, and without limitation of, any rights of the Lenders under
applicable law, if any Borrower becomes insolvent, however evidenced, or any
Default occurs, any and all deposits (including all account balances, whether
provisional or final and whether or not collected or available) and any other
Indebtedness at any time held or owing by any Lender or any Affiliate of any
Lender to or for the credit or account of such Borrower may be offset and
applied toward the payment of the Secured Obligations owing to such Lender,
whether or not the Secured Obligations, or any part thereof, shall then be
due.

       

      Section
11.2            Ratable Payments.
If any
Lender, whether by setoff or otherwise, has payment made to it upon its
Outstanding Credit Exposure (other than payments of Swing Line Loans and
payments received pursuant to Section 3.1, 3.2, 3.4 or 3.5) in a greater
proportion than that received by any other Lender, such Lender agrees, promptly
upon demand, to purchase a portion of the Aggregate Outstanding Credit Exposure
held by the other Lenders so that after such purchase each Lender will hold its
Pro Rata Share of the Aggregate Outstanding Credit Exposure.  If any
Lender, whether in connection with setoff or amounts which might be subject to
setoff or otherwise, receives collateral or other protection for its Obligations
or such amounts which may be subject to setoff, such Lender agrees, promptly
upon demand, to take such action necessary such that all Lenders share in the
benefits of such collateral ratably in proportion to their respective Pro Rata
Shares of the Aggregate Outstanding Credit Exposure.  In case any such
payment is disturbed by legal process, or otherwise, appropriate further
adjustments shall be made.

       

      ARTICLE
12


       

      BENEFIT
OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

       

      Section
12.1            Successors and Assigns;
Participations.


       

      (a)  The
terms and provisions of the Loan Documents shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns
permitted hereby (including any Affiliate of the LC Issuer that issues any
Letter of Credit), except that (i) no Borrower may assign or otherwise transfer
any of its rights or obligations under the Loan Documents without the prior
written consent of each Lender (and any attempted assignment or transfer by any
Borrower without such consent shall be null and void) and (ii) no Lender may
assign or otherwise transfer its rights or obligations under the Loan Documents
except in accordance with this Section 12.1.  Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person
(other than the parties hereto, their respective successors and assigns
permitted hereby (including any Affiliate of the LC Issuer that issues any
Letter of Credit), Participants (to the extent provided in paragraph (c) of this
Section) and, to the extent expressly contemplated hereby, the Related Parties
of each of the Agent, the LC Issuer and the Lenders) any legal or equitable
right, remedy or claim under or by reason of this Agreement.


      
        
           


        

        
          68

          
            

          

        

        
           


        

      


      (b)  (i)  Subject
to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to
one or more assignees all or a portion of its rights and obligations under the
Loan Documents (including all or a portion of its Commitment and the Loans at
the time owing to it) with the prior written consent (such consent not to be
unreasonably withheld) of:

      


      (A) the
Borrower, provided that no
consent of the Borrower shall be required for an assignment to a Lender, an
Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred
and is continuing, any other assignee;

      


      (B) the
Agent, provided
that no consent of the Agent shall be required for an assignment of all or any
portion of Loan to a Lender, an Affiliate of a Lender or an Approved
Fund;

      


      (C) the
LC Issuer, provided that no
consent of the LC Issuer shall be required for an assignment of all or any
portion of a Loan; and

      


      (D) the
Swing Line Lender, provided that no
consent of the Swing Line Lender shall be required for an assignment of all or
any portion of a Loan.

      


      (ii)
Assignments shall be subject to the following additional
conditions:

       

      (A)
except in the case of an assignment to a Lender or an Affiliate of a Lender or
an assignment of the entire remaining amount of the assigning Lender’s
Commitment or Loans, the amount of the Commitment or Loans of the assigning
Lender subject to each such assignment (determined as of the date the Assignment
and Assumption with respect to such assignment is delivered to the Agent) shall
not be less than $5,000,000 unless each of the Borrower and the Agent otherwise
consent, provided that no such
consent of the Borrower shall be required if an Event of Default has occurred
and is continuing;

      


      (B) each
partial assignment shall be made as an assignment of a proportionate part of all
the assigning Lender's rights and obligations under the Loan Documents, provided that this
clause shall not be construed to prohibit the assignment of a proportionate part
of all the assigning Lender’s rights and obligations in respect of its
Commitments or Loans;

      


      (C) the
parties to each assignment shall execute and deliver to the Agent an Assignment
and Assumption, together with a processing and recordation fee of $3,500;
and


      
        
           


        

        
          69

          
            

          

        

        
           


        

      


      (D) the
assignee, if it shall not be a Lender, shall deliver to the Agent an
Administrative Questionnaire.

      


      For the
purposes of this Section 12.1, the term “Approved Fund” has
the following meaning:

       

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

      


      (iii)
Subject to acceptance and recording thereof pursuant to paragraph (b)(iv)
of this Section 12.1, from and after the effective date specified in each
Assignment and Assumption the assignee thereunder shall be a party hereto and,
to the extent of the interest assigned by such Assignment and Assumption, have
the rights and obligations of a Lender under this Agreement and the other Loan
Documents, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Section 3.1, 3.2, 3.4, 3.5 and 9.6 and Article
10).  Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with this Section 12.1 shall be
treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with paragraph (c) of
this Section.

      


      (iv)  The
Agent, acting for this purpose as an agent of the Borrowers, shall maintain at
one of its offices a copy of each Assignment and Assumption delivered to it and
a register for the recordation of the names and addresses of the Lenders, and
the Commitment of, and Outstanding Credit Exposure owing to, each Lender
pursuant to the terms hereof from time to time (the "Register").  The
entries in the Register shall be conclusive, and the Borrowers, the Agent, the
LC Issuer and the Lenders may treat each Person whose name is recorded in the
Register pursuant to the terms hereof as a Lender hereunder for all purposes of
this Agreement, notwithstanding notice to the contrary.  The Register
shall be available for inspection by the Borrowers, the LC Issuer and any
Lender, at any reasonable time and from time to time upon reasonable prior
notice.

      


      (v)  Upon
its receipt of a duly completed Assignment and Assumption executed by an
assigning Lender and an assignee, the assignee's completed Administrative
Questionnaire (unless the assignee shall already be a Lender hereunder), the
processing and recordation fee referred to in paragraph (b) of this Section
and any written consent to such assignment required by paragraph (b) of this
Section, the Agent shall accept such Assignment and Assumption and record the
information contained therein in the Register; provided that if
either the assigning Lender or the assignee shall have failed to make any
payment required to be made by it pursuant to Section 2.2(e), 2.21, 2.22(b), (e)
or (j), 3.5(g), 9.6(c), 10.7 or 11.2, the Agent shall have no obligation to
accept such Assignment and Assumption and record the information therein in the
Register unless and until such payment shall have been made in full, together
with all accrued interest thereon.  No assignment shall be effective
for purposes of this Agreement unless it has been recorded in the Register as
provided in this paragraph.


      
        
           


        

        
          70

          
            

          

        

        
           


        

      


      (c)           (i)  Any
Lender may, without the consent of the Borrower, the Agent, the LC Issuer or the
Swing Line Lender, sell participations to one or more banks or other entities (a
"Participant")
in all or a portion of such Lender's rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans owing to it); provided that
(A) such Lender's obligations under this Agreement shall remain unchanged,
(B) such Lender shall remain solely responsible to the other parties hereto
for the performance of such obligations and (C) the Borrowers, the Agent,
the LC Issuer and the other Lenders shall continue to deal solely and directly
with such Lender in connection with such Lender's rights and obligations under
this Agreement.  Any agreement or instrument pursuant to which a
Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver
described in the proviso to Section 8.2 that affects such
Participant.  Subject to paragraph (c)(ii) of this Section, the
Borrowers agree that each Participant shall be entitled to the benefits of
Section 3.1, 3.2, 3.4 and 3.5 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to paragraph (b) of this
Section.  To the extent permitted by law, each Participant also shall
be entitled to the benefits of Section 11.1 as though it were a Lender,
provided such Participant agrees to be subject to Section 11.2 as though it were
a Lender.

      


      (ii)  A
Participant shall not be entitled to receive any greater payment under Section
3.1, 3.2 or 3.5 than the applicable Lender would have been entitled to receive
with respect to the participation sold to such Participant, unless the sale of
the participation to such Participant is made with the Borrower's prior written
consent.  A Participant not incorporated under the laws of the United
States of America or any State thereof agrees to comply with the provisions of
Section 3.5 to the same extent as if it were a Lender.

      


      (d)  Any
Lender may at any time pledge or assign a security interest in all or any
portion of its rights under this Agreement to secure obligations of such Lender,
including without limitation any pledge or assignment to secure obligations to a
Federal Reserve Bank, and this Section shall not apply to any such pledge or
assignment of a security interest; provided that no such
pledge or assignment of a security interest shall release a Lender from any of
its obligations hereunder or substitute any such pledgee or assignee for such
Lender as a party hereto.

      


      Section
12.2            Dissemination of
Information. Each
Borrower authorizes each Lender to disclose to any Participant or assignee
permitted under Section 12.1 or any other Person acquiring an interest in the
Loan Documents by operation of law (each a “Transferee”) and any prospective
Transferee any and all information in such Lender’s possession concerning the
creditworthiness of the Borrower and its Subsidiaries, including without
limitation any information contained in any Reports, provided that each
Transferee and prospective Transferee agrees to be bound by Section 9.11 of this
Agreement.

       

      
        
           


        

        
          71

          
            

          

        

        
           


        

      


      Section
12.3            Tax Treatment.
If any
interest in any Loan Document is transferred to any Transferee which is not
incorporated under the laws of the United States or any State thereof, the
transferor Lender shall cause such Transferee, concurrently with the
effectiveness of such transfer, to comply with the provisions of Section
3.5(d).

       

      ARTICLE
13

       

      NOTICES

       

      Section
13.1            Notices. Except as
otherwise permitted by Section 2.17 with respect to borrowing notices, all
notices, requests and other communications to any party hereunder shall be in
writing (including electronic transmission, facsimile transmission or similar
writing) and shall be given to such party: (x) in the case of the Borrower or
the Agent, at its address or facsimile number set forth on the signature pages
hereof, (y) in the case of any Lender, at its address or facsimile number set
forth below its signature hereto or (z) in the case of any party, at such other
address or facsimile number as such party may hereafter specify for the purpose
by notice to the Agent and the Borrowers in accordance with the provisions of
this Section 13.1.  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 (or, in the case of electronic
transmission, received) at the address specified in this Section; provided that notices
to the Agent under Article 2 shall not be effective until received.

       

      Section
13.2            Change of Address.
The
Borrowers, the Agent and any Lender may each change the address for service of
notice upon it by a notice in writing to the other parties hereto.

       

      ARTICLE
14


       

      COUNTERPARTS

       

      This
Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one agreement, and any of the parties hereto may
execute this Agreement by signing any such counterpart.  This
Agreement shall be effective when it has been executed by the Borrowers, the
Agent, the LC Issuer and the Lenders and each party has notified the Agent by
facsimile transmission or telephone that it has taken such action.

       

      ARTICLE
15

       

      CHOICE
OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL

       

      Section
15.1           CHOICE OF LAW.
THE
LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A CONTRARY EXPRESS CHOICE OF LAW
PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (WITHOUT
REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE STATE OF ILLINOIS, BUT GIVING
EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

       

      
        
           


        

        
          72

          
            

          

        

        
           


        

      


      Section
15.2          CONSENT TO
JURISDICTION. THE
BORROWER HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY
UNITED STATES FEDERAL OR ILLINOIS STATE COURT SITTING IN CHICAGO, ILLINOIS IN
ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND
THE BORROWER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION
OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY
WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH
SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN
INCONVENIENT FORUM.  NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE
AGENT, THE LC ISSUER OR ANY LENDER TO BRING PROCEEDINGS AGAINST THE BORROWER IN
THE COURTS OF ANY OTHER JURISDICTION.  ANY JUDICIAL PROCEEDING BY THE
BORROWER AGAINST THE AGENT, THE LC ISSUER OR ANY LENDER OR ANY AFFILIATE OF THE
AGENT, THE LC ISSUER OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER
IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL
BE BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS.

       

      Section
15.3           WAIVER OF JURY TRIAL.
THE
BORROWER, THE AGENT, THE LC ISSUER AND EACH LENDER HEREBY WAIVE TRIAL BY JURY IN
ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER
SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO,
OR CONNECTED WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED
THEREUNDER.


      
        
           


        

        
          73

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the Borrowers, the Lenders, the LC Issuer, the Swing Line
Lender and the Agent have executed this Agreement as of the date first above
written.

       

      
        	 	MODINE MANUFACTURING
      COMPANY
	 	 	 
	 
      	
                By:

              	
                /s/  Bradley C.
      Richardson

              
	 
      	
                Title:

              	
                Executive
      Vice President – Corporate Strategy & Chief Financial
      Officer

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                1500
      DeKoven Avenue

              
	 
      	 
      	
                Racine,
      Wisconsin 53403-2552

              
	 
      	 
      	
                Attention:  Bradley
      C. Richardson

              
	 
      	 
      	
                Telephone:

              	
                (262)-636-1687

              
	 
      	 
      	
                FAX:

              	
                (262)-636-8472

              


      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      
        	
                Commitment

              	 
      	 
      	 
      
	
                $33,000,000

              	 
      	
                JPMORGAN CHASE BANK,
      N.A., as the Agent, as the Swing Line Lender, as the LC Issuer and
      as a Lender

                 

              
	 
      	 
      	
                By:

              	
                /s/      James M.
      Sumoski

              
	 
      	 
      	
                Title:

              	
                Vice President

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                Loan
      and Agency Services Group

              
	 
      	 
      	
                10
      S. Dearborn St., Floor 7

              
	 
      	 
      	
                Chicago,
      Illinois, 60603

              
	 
      	 
      	
                Attention:
      Edna Guerra

              
	 
      	 
      	
                Telecopy
      No. (312) 732-4864

              
	 
      	 
      	
                Telephone
      (312) 385-7090

              
	 
      	 
      	
                e-mail:
      edna.guerra@jpmchase.com

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                In
      the case of any Loan denominated in an Agreed Currency other than
      Dollars:

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                London
      Administrative Office at J.P. Morgan Europe Limited

              
	 
      	 
      	
                125
      London Wall, Floor 9

              
	 
      	 
      	
                London
      EC2Y 5AJ United Kingdom

              
	 
      	 
      	
                Attention:
      Maxine Graves

              
	 
      	 
      	
                Telecopy
      No. +44 207 777 2360

              
	 
      	 
      	
                Telephone
      +44 207 777 2352

              
	 
      	 
      	
                e-mail:
      Maxine.Graves@jpmorgan.com

              


      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      
        	
                Commitment

              	 
      	 
      	 
      
	
                $30,000,000

              	 
      	
                BANK OF AMERICA, N.A.,
      as a Documentation Agent and as a Lender

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                /s/    Steven K.
      Kessler

              
	 
      	 
      	
                Title:

              	
                Senior Vice President

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                231
      S. LaSalle St.

              
	 
      	 
      	
                Chicago,
      IL 60604

              
	 
      	 
      	
                Attention:
      Steven K. Kessler

              
	 
      	 
      	
                Telecopy
      No. (312) 974-0333

              
	 
      	 
      	
                Telephone
      (312) 828-5658

              
	 
      	 
      	
                e-mail:
      steven.kessler@bankofamerica.com

              


      

       

      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      
        	
                Commitment

              	 
      	 
      	 
      
	
                $30,000,000

              	 
      	
                M&I MARSHALL & ILSLEY
      BANK, as a Documentation Agent and as a Lender

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                /s/    Gina
      Peter

              
	 
      	 
      	
                Title:

              	
                Sr. Vice President

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:  

              	 
      /s/   James R. Miller
	 
      	 
      	
                Title:  

              	 
      Sr. Vice President
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                770
      N. Water Street, NW7

              
	 
      	 
      	
                Milwaukee,
      WI 53202

              
	 
      	 
      	
                Attention:
      Gina Peter

              
	 
      	 
      	
                Telecopy
      No. (414) 765-7670

              
	 
      	 
      	
                Telephone
      (414) 765-7945

              
	 
      	 
      	
                e-mail:
      gina.peter@micorp.com

              


      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      


       

      
        	
                Commitment

              	 
      	 
      	 
      
	
                $30,000,000

              	 
      	
                WELLS FARGO BANK, N.A.,
      as a Documentation Agent and as a Lender

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                /s/  Charles W.
    Reed

              
	 
      	 
      	
                Title:

              	
                Vice President

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                230
      W Monroe Street, Suite 2900

              
	 
      	 
      	
                Chicago,
      IL 60606

              
	 
      	 
      	
                Attention:
      Charles W. Reed

              
	 
      	 
      	
                Telecopy
      No. (312) 553-4783

              
	 
      	 
      	
                Telephone
      (312) 845-4333

              
	 
      	 
      	
                e-mail:
      reedcw@wellsfargo.com

              


      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      
        	
                Commitment

              	 
      	 
      	 
      
	
                $21,000,000

              	 
      	
                DRESDNER BANK AG, as a
      Lender

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                /s/  Ralf
Mulik

              
	 
      	 
      	
                Title:

              	
                Vice President

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                /s/  Ekkehard
      Albrecht

              
	 
      	 
      	
                Title:

              	
                Director

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                _______________________________

              
	 
      	 
      	
                Attention:
      _____________

              
	 
      	 
      	
                Telecopy
      No. (0049) 711-185 3309

              
	 
      	 
      	
                Telephone
      (0049) 711-185 3311

              
	 
      	 
      	
                e-mail:

              	
                ralf.mulik@dresdner-bank.com

              
	 
      	 
      	 
      	
                ekkehard.albrecht@dresdner-bank.com

              


      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      
        	
                Commitment

              	 
      	 
      	 
      
	
                $21,000,000

              	 
      	
                U.S. BANK, NATIONAL
      ASSOCIATION, as a Lender

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                /s/   Caroline
      Krider

              
	 
      	 
      	
                Title:

              	
                Vice President & Senior
      Lender

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                Attention:
      Caroline Krider

              
	 
      	 
      	
                Telecopy
      No. (414) 765-4632

              
	 
      	 
      	
                Telephone
      (414) 765-5971

              
	 
      	 
      	
                e-mail:
      caroline.krider@usbank.com

              


      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      
        	
                Commitment

              	 
      	 
      	 
      
	
                $10,000,000

              	 
      	
                COMERICA BANK, as a
      Lender

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                /s/  Heather
    Whiting

              
	 
      	 
      	
                Title:

              	
                Vice President

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                ______________________________

              
	 
      	 
      	
                _______________________________

              
	 
      	 
      	
                Attention:
      Heather Whiting

              
	 
      	 
      	
                Telecopy
      No. (313) 222-9516

              
	 
      	 
      	
                Telephone
      (313) 222-7046

              
	 
      	 
      	
                e-mail:
      hawhiting@comerica.com

              


      

       

      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      PRICING
SCHEDULE

      


      
        	
                Applicable

                Margin

              	
                Level
      I

                Status

              	
                Level
      II

                Status

              	
                Level
      III

                Status

              	
                Level
      IV

                Status

              	
                Level
      V

                Status

              
	
                Eurocurrency
      Rate

              	
                .750%

              	
                1.00%

              	
                1.25%

              	
                1.50%

              	
                1.75%

              
	
                Floating
      Rate

              	
                0%

              	
                0%

              	
                0%

              	
                0%

              	
                0%

              


      

      


      
        	
                Applicable
      Fee Rate

              	
                Level
      I Status

              	
                Level
      II Status

              	
                Level
      III Status

              	
                Level
      IV Status

              	
                Level
      V Status

              
	
                Standby
      Letter of Credit Fee

              	
                .750%

              	
                1.00%

              	
                1.25%

              	
                1.50%

              	
                1.75%

              
	
                Performance
      and Commercial Letter of Credit Fee

              	
                .325%

              	
                .50%

              	
                .625%

              	
                .75%

              	
                .875%

              
	
                Commitment
      Fee

              	
                .150%

              	
                .175%

              	
                .200%

              	
                .25%

              	
                .30%

              


      

      


      For the
purposes of this Schedule, the following terms have the following meanings,
subject to the final paragraph of this Schedule:

      


      “Financials”
means the annual or quarterly financial statements of the Borrower delivered
pursuant to the Agreement.

      


      “Level I
Status” exists at any date if, as of the last day of the fiscal quarter of the
Borrower referred to in the most recent Financials, the Leverage Ratio is less
than or equal to 1.00 to 1.00.

      


      “Level II
Status” exists at any date if, as of the last day of the fiscal quarter of the
Borrower referred to in the most recent Financials, (i) the Borrower has not
qualified for Level I Status and (ii) the Leverage Ratio is less than or equal
to 1.50 to 1.00.

      


      “Level
III Status” exists at any date if, as of the last day of the fiscal quarter of
the Borrower referred to in the most recent Financials, (i) the Borrower has not
qualified for Level I Status or Level II Status and (ii) the Leverage Ratio is
less than or equal to 2.0 to 1.00.

      


      “Level IV
Status” exists at any date if, as of the last day of the fiscal quarter of the
Borrower referred to in the most recent Financials, (i) the Borrower has not
qualified for Level I Status, Level II Status or Level III Status and (ii) the
Leverage Ratio is less than or equal 2.5 to 1.00.

      


      “Level V
Status” exists at any date if the Borrower has not qualified for Level I Status,
Level II Status, Level III Status or Level IV Status.

      


      “Status”
means Level I Status, Level II Status, Level III Status, Level IV Status or
Level V Status.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      The
Applicable Margin and Applicable Fee Rate shall be determined in accordance with
the foregoing table based on the Borrower’s Status as reflected in the then most
recent Financials.  Adjustments, if any, to the Applicable Margin or
Applicable Fee Rate shall be effective five Business Days after the Agent has
received the applicable Financials.  If the Borrower fails to deliver
the Financials to the Agent at the time required pursuant to the Agreement, then
the Applicable Margin and Applicable Fee Rate shall be the highest Applicable
Margin and Applicable Fee Rate set forth in the foregoing table until five days
after such Financials are so delivered.  Notwithstanding anything
herein to the contrary, the Applicable Margin and Applicable Fee Rate shall be
set at Level IV as of the Effective Date hereof and the Applicable Margin and
Applicable Fee Rate shall not be a rate less than the Level IV rate until on or
after the determination of the Applicable Margin and Applicable Fee Rate based
on the financial statements for the Fiscal Quarter ending on or about September
30, 2008.