exv10w2






Exhibit 10.2




EXECUTION VERSION




AMENDED AND RESTATED

REVOLVING CREDIT AGREEMENT




Dated as of August 10, 2007




among




AVERY DENNISON CORPORATION,

as the Borrower,




CITICORP USA, INC.

as Administrative Agent




BANK OF AMERICA, N.A.

as Syndication Agent




and




The Other Banks Party Hereto




CITIGROUP GLOBAL MARKETS INC.



and



BANC OF AMERICA SECURITIES LLC



as Joint Lead Arrangers





 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	SECTION 1. DEFINITIONS AND ACCOUNTING TERMS
	 	 	1	 
	1.01 Defined Terms
	 	 	1	 
	1.02 Use of Defined Terms
	 	 	14	 
	1.03 Accounting Terms
	 	 	14	 
	1.04 Exhibits and Schedules
	 	 	14	 
	1.05 Exchange Rates; Alternative Currency Equivalents
	 	 	14	 
	1.06 Redenomination of Sterling
	 	 	14	 
	1.07 Additional Committed Alternative Currencies
	 	 	15	 
	1.08 Pricing Levels
	 	 	15	 
	1.09 Amendment and Restatement
	 	 	16	 
	SECTION 2. LOANS
	 	 	16	 
	2.01 Loans
	 	 	16	 
	2.02 Loan Accounts
	 	 	16	 
	2.03 Procedure for Borrowing
	 	 	17	 
	2.04 Conversion and Continuation Elections
	 	 	18	 
	2.05 Optional Reduction or Termination of Commitments
	 	 	19	 
	2.06 Interest
	 	 	19	 
	2.07 Repayment and Prepayments of Principal
	 	 	20	 
	2.08 Fees
	 	 	20	 
	2.09 Payments by the Borrower
	 	 	21	 
	2.10 Payments by the Banks to the Administrative Agent
	 	 	21	 
	2.11 Extension of Maturity Date
	 	 	22	 
	2.12 Increased Commitments; Additional Banks
	 	 	23	 
	2.13 Substitution of Banks
	 	 	24	 
	SECTION 3. PAYMENTS, COSTS
	 	 	24	 
	3.01 Eurocurrency Costs
	 	 	24	 
	3.02 Special Eurocurrency Circumstances
	 	 	25	 
	3.03 Eurocurrency Indemnification
	 	 	25	 
	3.04 Computation of Interest and Fees
	 	 	26	 
	3.05 Holidays
	 	 	26	 






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(continued)



	 	 	 	 	 
	 	 	Page	 
	3.06 Payment Free of Taxes
	 	 	26	 
	3.07 Funding Sources
	 	 	26	 
	3.08 Failure to Charge Not Subsequent Waiver
	 	 	26	 
	3.09 Other Costs
	 	 	26	 
	3.10 Survivability
	 	 	27	 
	SECTION 4. CONDITIONS
	 	 	27	 
	4.01 Restatement Date
	 	 	27	 
	4.02 Any Borrowing, Conversion or Continuation
	 	 	28	 
	SECTION 5. REPRESENTATIONS AND WARRANTIES
	 	 	29	 
	5.01 Existence and Qualification; Power; Compliance with Law
	 	 	29	 
	5.02 Authority; Compliance with Other Instruments and Government Regulations
	 	 	29	 
	5.03 No Governmental Approvals Required
	 	 	29	 
	5.04 Subsidiaries
	 	 	30	 
	5.05 Financial Statements
	 	 	30	 
	5.06 No Material Adverse Change or Other Liabilities
	 	 	31	 
	5.07 Title to Assets
	 	 	31	 
	5.08 Regulated Industries
	 	 	31	 
	5.09 Litigation
	 	 	31	 
	5.10 Binding Obligations
	 	 	31	 
	5.11 No Default
	 	 	31	 
	5.12 ERISA
	 	 	32	 
	5.13 Regulation U
	 	 	32	 
	5.14 Tax Liability
	 	 	32	 
	5.15 Copyrights, Patents, Trademarks and Licenses, etc.
	 	 	32	 
	5.16 Environmental Matters
	 	 	32	 
	5.17 Insurance
	 	 	32	 
	5.18 Disclosure
	 	 	33	 
	SECTION 6. AFFIRMATIVE COVENANTS
	 	 	33	 
	6.01 Financial and Business Information
	 	 	33	 






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TABLE OF CONTENTS

(continued)



	 	 	 	 	 
	 	 	Page	 
	6.02 Certificates; Other Information
	 	 	34	 
	6.03 Notices
	 	 	34	 
	6.04 Payment of Taxes and Other Potential Liens
	 	 	35	 
	6.05 Preservation of Existence
	 	 	35	 
	6.06 Maintenance of Properties
	 	 	35	 
	6.07 Maintenance of Insurance
	 	 	35	 
	6.08 Compliance with Laws
	 	 	36	 
	6.09 Inspection Rights
	 	 	36	 
	6.10 Keeping of Records and Books of Account
	 	 	36	 
	6.11 ERISA Compliance
	 	 	36	 
	6.12 Environmental Laws
	 	 	36	 
	6.13 Use of Proceeds
	 	 	36	 
	SECTION 7. NEGATIVE COVENANTS
	 	 	36	 
	7.01 Type of Business
	 	 	37	 
	7.02 Liens
	 	 	37	 
	7.03 Investments
	 	 	37	 
	7.04 Contingent Obligations
	 	 	38	 
	7.05 Subordinated Debt
	 	 	38	 
	7.06 Sale of Assets or Merger
	 	 	38	 
	7.07 Financial Covenants
	 	 	38	 
	7.08 Use of Proceeds
	 	 	38	 
	SECTION 8. EVENTS OF DEFAULT AND REMEDIES UPON EVENTS OF DEFAULT
	 	 	38	 
	8.01 Events of Default
	 	 	38	 
	8.02 Remedies Upon Event of Default
	 	 	40	 
	SECTION 9. THE ADMINISTRATIVE AGENT
	 	 	41	 
	9.01 Appointment and Authorization
	 	 	41	 
	9.02 Delegation of Duties
	 	 	41	 
	9.03 Administrative Agent and Affiliates
	 	 	41	 
	9.04 Banks’ Credit Decisions
	 	 	41	 






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TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page	 
	9.05 Action by Administrative Agent
	 	 	42	 
	9.06 Liability of Administrative Agent
	 	 	43	 
	9.07 Indemnification
	 	 	44	 
	9.08 Successor Administrative Agent
	 	 	44	 
	9.09 Withholding Tax
	 	 	45	 
	9.10 No Other Duties, etc.
	 	 	46	 
	SECTION 10. MISCELLANEOUS
	 	 	46	 
	10.01 Cumulative Remedies; No Waiver
	 	 	46	 
	10.02 Amendments; Consents
	 	 	46	 
	10.03 Costs, Expenses and Taxes
	 	 	47	 
	10.04 Banks’ Relationship
	 	 	47	 
	10.05 Survival of Representations and Warranties
	 	 	47	 
	10.06 Notices
	 	 	47	 
	10.07 Execution in Counterparts
	 	 	48	 
	10.08 Successors and Assigns
	 	 	49	 
	10.09 Right of Setoff; Sharing of Excess Payments
	 	 	51	 
	10.10 Indemnification by the Borrower
	 	 	52	 
	10.11 Nonliability of Banks
	 	 	52	 
	10.12 Confidentiality
	 	 	52	 
	10.13 Investment Intent
	 	 	53	 
	10.14 Further Assurances
	 	 	53	 
	10.15 Integration
	 	 	53	 
	10.16 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial
	 	 	53	 
	10.17 Severability of Provisions
	 	 	53	 
	10.18 Headings
	 	 	54	 
	10.19 Time of the Essence
	 	 	54	 
	10.20 Judgment Currency
	 	 	54	 
	10.21 Website Communications
	 	 	54	 
	10.22 USA PATRIOT Act Notice
	 	 	56	 






-iv-









 






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(continued)




	 	 	 	 	 
	 
	 	 	 	 





	 	 	 	 	 
	Schedules
	 	 	 	 
	 
	 	 	 	 
	Schedule 1.01

	 	–
	 	Mandatory Cost Rate
	Schedule 2.01

	 	–
	 	Commitments and Pro Rata Shares
	Schedule 5.04

	 	–
	 	Subsidiaries
	Schedule 5.09

	 	–
	 	Litigation
	Schedule 10.06

	 	–
	 	Lending Offices and Addresses for Notices






	 	 	 	 	 
	 
	 	 	 	 
	Exhibits
	 	 	 	 
	 
	 	 	 	 
	Exhibit A

	 	–
	 	Notice of Borrowing
	Exhibit B

	 	–
	 	Notice of Conversion/Continuation
	Exhibit C

	 	–
	 	Compliance Certificate
	Exhibit D

	 	–
	 	Assignment and Assumption






-v-









 





FIRST AMENDED AND RESTATED

REVOLVING CREDIT AGREEMENT




     THIS FIRST AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT is dated as of August 10, 2007 and
is entered into by and among AVERY DENNISON CORPORATION, a Delaware corporation (the
“Borrower”), the undersigned banks and other financial institutions (together with each
bank and financial institution which becomes a Bank hereunder pursuant to Section 2.12 or
Section 10.08, collectively the “Banks”) party hereto, CITICORP USA, INC., as
Administrative Agent (the “Administrative Agent”), and BANK OF AMERICA, N.A., as
Syndication Agent (the “Syndication Agent”).



RECITALS




     WHEREAS, the Borrower, certain banks and financial institutions (the “Original
Banks”), Citicorp USA, Inc., as administrative agent, and Bank of America, N.A. as syndication
agent, are parties to that certain Revolving Credit Agreement dated as of July 16, 2004 (the
“Original Credit Agreement”); and



     WHEREAS, the Banks hereunder propose to acquire all rights and obligations of the Original
Banks under the Original Credit Agreement and concurrently with such acquisition, the Borrower, the
Banks, the Administrative Agent and the Syndication Agent desire, subject to the terms and
conditions set forth herein, to amend and restate the Original Credit Agreement in its entirety as
set forth herein in order to make Loans available for working capital, commercial paper backup and
other general corporate purposes as set forth herein;



     NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants
herein contained, the Borrower, the Banks, the Administrative Agent and the Syndication Agent agree
that the Original Credit Agreement is hereby amended and restated to read in its entirety as
follows:



SECTION 1.

DEFINITIONS AND ACCOUNTING TERMS




     1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings
set forth respectively after each:



     “Acquisition” means any transaction, or any series of related transactions,
consummated after the Restatement Date, by which the Borrower and/or any of its Subsidiaries
directly or indirectly (a) acquires any going business or all or substantially all of the assets of
any firm, corporation, or division thereof, whether through purchase of assets, merger or otherwise
or (b) acquires (in one transaction or as the most recent transaction in a series of transactions)
control of at least a majority in ordinary voting power of the securities of a corporation which
have ordinary voting power for the election of directors or (c) acquires control of at least a
majority ownership interest in any partnership or joint venture.



     “Additional Bank” has the meaning specified in Section 2.12(b).



1









 





     “Administrative Agent” means CUSA in its capacity as administrative agent for the
Banks hereunder, and any successor agent arising under Section 9.08.



     “Administrative Agent’s Payment Office” means the address for payments set forth on
Schedule 10.06 or such other address as the Administrative Agent may from time to time
specify.



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



     “Affiliate” means, as to any Person, any other Person which directly or indirectly
controls, or is under common control with, or is controlled by, such Person. As used in this
definition, “control” (including, with its correlative meanings, “controlled by” and “under common
control with”) shall mean possession, directly or indirectly, of power to direct or cause the
direction of management or policies (whether through ownership of securities or partnership or
other ownership interests, by contract or otherwise), provided that, in any event, any
Person which owns directly or indirectly 50% or more of the securities having ordinary voting power
for the election of directors or other governing body of a corporation or 50% or more of the
partnership or other ownership interests of any other Person (other than as a limited partner of
such other Person) will be deemed to control such corporation or other Person.



     “Agent Parties” has the meaning specified in Section 10.21(b).



     “Agent-Related Persons” means CUSA and any successor agent arising under Section
9.08, together with their respective Affiliates (including, in the case of CUSA, Citigroup
Global Markets Inc.), and the officers, directors, employees, agents and attorneys-in-fact of such
Persons and Affiliates.



     “Aggregate Amounts Due” has the meaning specified in Section 10.09(b).



     “Agreement” means this First Amended and Restated Revolving Credit Agreement, either
as originally executed or as it may from time to time be supplemented, modified, or amended.



     “Agreement Currency” has the meaning specified in Section 10.20.



     “Alternative Currency” means each of Euro, Sterling, and each other currency that is
freely available and freely transferable and convertible into Dollars and which is approved by all
Banks in accordance with Section 1.07.



     “Alternative Currency Equivalent” means, with respect to any amount denominated in
Dollars on any date of determination, the amount of an Alternative Currency that could be purchased
with such amount of Dollars using the reciprocal of the foreign exchange rate(s) specified in the
definition of “Dollar Equivalent,” as determined by the Administrative Agent.



     “Alternative Currency Loan” means any Loan denominated in an Alternative Currency.
Each Alternative Currency Loan must be a Eurocurrency Rate Loan.



2









 





     “Applicable Margin” means, for any date of determination, for the designated Rating
Level, Utilization Ratio applicable to such date of determination and Type of Loan, the following
interest rates per annum:



	 	 	 	 	 	 	 	 	 
	 	 	Applicable Margin when	 	Applicable Margin when
	 	 	Utilization Ratio is equal to	 	Utilization Ratio is greater
	 	 	or less than 0.50:1.00	 	than 0.50:1.00	 	 
	 	 	TYPE OF LOAN	 	TYPE OF LOAN
	 	 	Base Rate	 	Eurocurrency	 	Base Rate	 	Eurocurrency
	 	 	Loan	 	Rate Loan	 	Loan	 	Rate Loan
	Rating Level I
	 	0%	 	0.135%	 	0.050%	 	0.185%
	Rating Level II
	 	0%	 	0.150%	 	0.050%	 	0.200%
	Rating Level III
	 	0%	 	0.190%	 	0.050%	 	0.240%
	Rating Level IV
	 	0%	 	0.270%	 	0.100%	 	0.370%
	Rating Level V
	 	0%	 	0.500%	 	0.125%	 	0.625%





For purposes of this definition, “Utilization Ratio” means, as of any date of
determination, the ratio of (1) the aggregate outstanding principal amount of all Loans as of such
date to (2) the Commitments in effect as of such date (whether used or unused) of all Banks. The
Applicable Margin shall be adjusted daily to reflect changes in the Utilization Ratio and the
Rating Level applicable to the Borrower; provided, however, in the event of a
change in the Borrower’s Rating Level, the Applicable Margin with respect to outstanding
Eurocurrency Rate Loans will continue to be in effect until the end of the then existing Interest
Period. The then existing Applicable Margins shall thereupon be effective as to any new or
continued Eurocurrency Rate Loans.




     “Approved Fund” has the meaning specified in Section 10.08(g).



     “Assignment and Assumption” means an Assignment and Assumption substantially in the
form of Exhibit D.



     “Bank” has the meaning specified in the introduction to this Agreement.



     “Bank of America” means Bank of America, N.A.



     “Base Rate” means for any day a fluctuating rate per annum equal to the higher of (a)
the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as
publicly announced from time to time by Citibank as Citibank’s base rate (which is a rate set by
Citibank based upon various factors including Citibank’s costs and desired return, general economic
conditions and other factors, and is used as a reference point for pricing some loans which may be
priced at, above, or below such announced rate). Any change in such rate announced by
Citibank shall take effect at the opening of business on the day specified in the public
announcement of such change.



     “Base Rate Loan” means a Loan that bears interest based on the Base Rate. All Base
Rate Loans shall be denominated in Dollars.



3









 





     “Borrower” has the meaning specified in the introduction to this Agreement.



     “Borrowing” means any of the groups of Loans made at any one time by the Banks, and
shall include any Loans outstanding on the Restatement Date. Each Borrowing shall be made up of
Loans made simultaneously by the Banks. Each Loan made by each Bank shall be equal to that Banks’
pro-rata share, according to its Commitment, of the applicable Borrowing.



     “Borrowing Date” means any date on which a Borrowing occurs under Section
2.03.



     “Business Day” means any day other than a Saturday, Sunday or other day on which
commercial banks are authorized to close under the Laws of, or are in fact closed in, the State of
New York or the state where the Administrative Agent’s Payment Office with respect to Obligations
denominated in Dollars is located and (a) if such day relates to any Eurocurrency Rate Loan
denominated in a currency other than Euro, means any such day on which dealings in deposits in the
relevant currency are conducted by and between banks in the London interbank market or (b) if such
day relates to any Eurocurrency Rate Loan denominated in Euro, means a TARGET Day.



     “Calculation Date” means, in respect of a Eurocurrency Rate Loan denominated in an
Alternative Currency, (a) the date falling two Business Days (or such other period as is customary
in the relevant foreign exchange market for delivery on the date of the relevant Borrowing) prior
to the date of each Borrowing, (b) the date falling two Business Days (or such other period as is
customary in the relevant foreign exchange market for delivery on the date of the relevant
conversion or continuation of a Loan) prior to the date of conversion or continuation of any Loan
pursuant to Section 2.04, or (c) such additional dates as the Administrative Agent or the
Majority Banks shall specify.



     “Cash Equivalents” means, when used in connection with any Person, the Person’s
Investments in:




     (a) Government Securities due within one year after the date of the making of the
Investment;




     (b) certificates of deposit issued by, bank deposits in, bankers’ acceptances of, and
repurchase agreements covering Government Securities executed by, any Bank or any bank doing
business in and incorporated under the laws of the United States of America or any state
thereof, or Canada and having on the date of such Investment combined capital, surplus, and
undivided profits of at least $500,000,000 in each case due within one year after the date
of the making of the Investment; and




     (c) readily marketable commercial paper of corporations doing business in and
incorporated under the laws of the United States of America or any state thereof, Canada or
any province thereof given on the date of such Investment the highest credit rating by
NCO/Moody’s Commercial Paper Division of Moody’s or S&P, in each case due within six months
after the date of the making of the Investment.



     “Citibank” means Citibank, N.A.



4









 





     “Code” means the Internal Revenue Code of 1986, as amended.



     “Commitment” means, as to each Bank, the amount set forth opposite that Bank’s name on
Schedule 2.01 hereto, as such amount may be increased under Section 2.12 or reduced
under Section 2.05 or adjusted to give effect to any assignment of a commitment to make a
Loan pursuant to Section 10.08.



     “Communications” has the meaning specified in Section 10.21(a).



     “Compliance Certificate” means a certificate in the form of Exhibit C signed
by a Designated Officer.



     “Consolidated Debt” means, at any date, the Debt of the Borrower and its Consolidated
Subsidiaries, determined on a consolidated basis as of such date.



     “Consolidated Earnings Before Interest and Taxes” means, as of any date of
determination, the earnings of the Borrower and the Consolidated Subsidiaries for the twelve month
fiscal period most recently ended on or prior to such date before deducting interest expense and
taxes on or measured by income charged against earnings for that period plus non-cash
expenses of the Borrower and the Consolidated Subsidiaries reducing such earnings, which do not
represent usage of cash in such period or any future period.



     “Consolidated EBITDA” means, for any period, Consolidated Net Income for such period
plus, to the extent deducted in the determination of such Consolidated Net Income, (a) Consolidated
Interest for such period, (b) the provision for income taxes for such period, (c) depreciation and
amortization expense for such period and (d) non-cash expenses of Borrower and the Consolidated
Subsidiaries reducing such Consolidated Net Income, which do not represent usage of cash in such
period or any future period.



     “Consolidated Interest” means, as of any date of determination, the interest expense
of the Borrower and the Consolidated Subsidiaries for the twelve month fiscal period then ended,
determined and consolidated in conformity with generally accepted accounting principles
consistently applied.



     “Consolidated Net Income” means, for any fiscal year, the consolidated net income of
the Borrower and the Consolidated Subsidiaries for that period, determined and consolidated in
conformity with generally accepted accounting principles consistently applied.



     “Consolidated Net Worth” means, as of any date of determination, the consolidated net
worth of the Borrower and the Consolidated Subsidiaries, determined in accordance with generally
accepted accounting principles consistently applied, plus Subordinated Debt in an amount up
to but not exceeding 20% of the consolidated net worth of the Borrower and the Consolidated
Subsidiaries (minus any Subordinated Debt carried in the treasury of the Borrower or any
Subsidiary).



     “Consolidated Subsidiary” means any Subsidiary of the Borrower whose financial
statements are consolidated with the financial statements of the Borrower in conformity with
generally accepted accounting principles consistently applied.



5









 





     “Consolidated Total Liabilities” means, as of any date of determination, all
liabilities of the Borrower and the Consolidated Subsidiaries that in conformity with generally
accepted accounting principles consistently applied should be reflected in the liability side of a
consolidated balance sheet of the Borrower and the Consolidated Subsidiaries as of such date of
determination.



     “Consolidated Total Tangible Assets” means, as of any date of determination, all
assets of the Borrower and the Consolidated Subsidiaries that in conformity with generally accepted
accounting principles consistently applied should be reflected in the asset side of a consolidated
balance sheet of the Borrower and the Consolidated Subsidiaries as of such date of determination,
excluding any Intangible Assets.



     “Contingent Obligation” means any guarantee of any obligation of another Person, or
any agreement to become directly or indirectly responsible for an obligation of another Person,
(including, without limitation, any agreement to maintain the net worth or liquidity of another
Person or to purchase any obligation, goods or services of another Person, or otherwise to provide
credit assurances to the holder of an obligation of another Person), or any agreement in the nature
of a guarantee or having the effect of creating responsibility for the obligation of another
Person, except the guarantee or agreement in the nature of a guarantee by the Borrower or a
Consolidated Subsidiary of the obligations of a Consolidated Subsidiary.



     “Conversion/Continuation Date” means any date on which a conversion or continuation
occurs under Section 2.04.



     “Current Anniversary Date” has the meaning specified in Section 2.11.



     “CUSA” means Citicorp USA, Inc.



     “Debt” of any Person means at any date, without duplication, (a) all obligations of
such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures,
notes or other similar instruments, (c) all obligations of such Person to pay the deferred purchase
price of property or services, except trade accounts payable and deferred employee compensation
obligations arising in the ordinary course of business, (d) all obligations of such Person as
lessee which are capitalized in accordance with generally accepted accounting principles, (e) all
unpaid
reimbursement obligations of such Person in respect of letters of credit or similar
instruments but only to the extent that either (i) the issuer has honored a drawing thereunder or
(ii) payment of such obligation is otherwise due under the terms thereof, (f) all Debt secured by a
Lien on real property which is otherwise an obligation of such Person, and (g) all Debt of others
in excess of $1,000,000 guaranteed by such Person.



     “Declining Bank” has the meaning specified in Section 2.11.



     “Default” means any event that, with the giving of notice or passage of time or both,
would be an Event of Default.



     “Designated Interbank Eurocurrency Market” means, for any Eurocurrency Rate Loan an
interbank Eurocurrency market designated solely by the Administrative Agent to be the appropriate
interbank Eurocurrency market for that Eurocurrency Rate Loan.



6









 





     “Designated Interbank Eurocurrency Market Day” means any Business Day on which the
Administrative Agent accepts deposits in the Designated Interbank Eurocurrency Market.



     “Designated Officer” means (i) the chief executive officer, (ii) chief financial
officer, (iii) vice president and treasurer or (iv) vice president and controller of the Borrower.



     “Dollar Equivalent” means, as of any date of determination (a) with respect to any
amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any
currency other than Dollars, the amount of Dollars that would be required to purchase the amount of
the relevant Alternative Currency based on the spot rate for the purchase by Citibank of such
Alternative Currency through its foreign exchange trading office on such date.



     “Dollar Loan” means any Loan denominated in Dollars.



     “Dollars” (or “$”) means the national currency of the United States of America
denominated in dollars.



     “Domestic Subsidiary” means any Subsidiary whose principal place of business is
located in the United States of America.



     “Eligible Assignee” has the meaning specified in Section 10.08(g).



     “EMU” means the economic and monetary union in accordance with the Treaty of Rome
1957, as amended by the Single European Act 1986, the Maastrict Treaty of 1992 and the Amsterdam
Treaty of 1998, as amended from time to time.



     “EMU Legislation” means the legislative measures of the European Council for the
introduction of, changeover to or operation of a single or unified European currency (whether known
as the “Euro” or otherwise).



     “Environmental Claims” means all claims, however asserted, by any Governmental
Authority or other Person alleging potential liability or responsibility for violation of any
Environmental Law, or for release or injury to the environment.



     “Environmental Laws” means all federal, state or local laws, statutes, common law
duties, rules, regulations, ordinances and codes, together with all administrative orders, directed
duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental
Authorities, in each case relating to environmental, health, safety and land use matters.



     “ERISA” means, at any date, the Employee Retirement Income Security Act of 1974 and
the regulations thereunder.



     “Euro” and “€” means the lawful currency of the Participating Member States
introduced in accordance with the EMU Legislation.



     “Eurocurrency Rate” means (a) for any Interest Period with respect to any Eurocurrency
Rate Loan other than one referred to in subsection (b) of this definition, a rate per annum
determined by the Administrative Agent pursuant to the following formula:



7









 







	 	 	 	 	 	 	 	 	 
	 

	 	Eurocurrency Rate =
	 	 
	 	     Eurocurrency Base Rate	 	 
	 

	 	 	 	 	 	 

1.00 — Eurocurrency Reserve Percentage
	 	 







     Where,



     “Eurocurrency Base Rate” means, for such Interest Period:




     (i) the rate per annum equal to the rate determined by the Administrative Agent to be
the offered rate that appears on the page of the Telerate screen (or a successor servicer)
that displays an average British Bankers Association Interest Settlement Rate for deposits
in the relevant currency (for delivery on the first day of such Interest Period) with a term
equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time)
on the Quotation Date for such currency.




     (ii) in the event the rate referenced in the preceding clause (i) does not appear on
such page or service or such page or service shall cease to be available, the rate per annum
equal to the rate determined by the Administrative Agent to be the offered rate on such
other page or other service that displays an average British Bankers Association Interest
Settlement Rate for deposits in the relevant currency (for delivery on the first day of such
Interest Period) with a term equivalent to such Interest Period, determined as of
approximately 11:00 a.m. (London time) on the Quotation Date for such currency, or




     (iii) in the event the rates referenced in the preceding subsections (i) and (ii) are
not available, the rate per annum determined by the Administrative Agent as the rate of
interest (rounded upward to the next 1/100th of 1%) at which deposits in the relevant
currency for delivery on the first day of such Interest Period in same day funds in the
approximate amount of the Eurocurrency Rate Loan being made, continued or converted
by Citibank and with a term equivalent to such Interest Period would be offered by
Citibank to major banks in the London interbank market for such currency at their request at
approximately 11:00 a.m. (London time) on the Quotation Date for such currency; and



     (b) for any Interest Period with respect to any Eurocurrency Rate Loan denominated in a
currency other than Dollars and advanced by a Bank required to comply with the relevant
requirements of the United Kingdom or any Participating Member State, the sum of (i) the rate
determined in accordance with subsection (a) of this definition and (ii) the Mandatory Cost Rate
for such Interest Period.



     “Eurocurrency Rate Loan” means a Loan that bears interest based on the Eurocurrency
Rate. Eurocurrency Rate Loans may be denominated in Dollars or in an Alternative Currency.



     “Eurocurrency Reserve Percentage” means, for any day during any Interest Period, the
reserve percentage (expressed as a decimal, rounded upward to the next 1/100th of 1%) in effect on
such day, whether or not applicable to any Bank, under regulations issued from time to time by the
Board of Governors of the Federal Reserve System for determining the maximum reserve requirement
(including any emergency, supplemental or other marginal reserve requirement) with respect to
Eurocurrency funding (currently referred to as “Eurocurrency liabilities”). The Eurocurrency Rate
for each outstanding Eurocurrency Rate Loan shall be adjusted automatically as of the effective
date of any change in the Eurocurrency Reserve Percentage.



8









 





     “Events of Default” has the meaning set forth for that term in Section 8.01.



     “Extending Bank” has the meaning specified in Section 2.11.



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



     “Foreign Bank” has the meaning specified in Section 10.08(e).



     “Fund” has the meaning specified in Section 10.08(g).



     “Government Securities” means readily marketable direct obligations of the United
States of America or obligations fully guaranteed by the United States of America.



     “Governmental Agency” means (a) any federal, state, county or municipal government, or
political subdivision thereof, (b) any governmental or quasi-governmental agency, authority, board,
bureau, commission, department, instrumentality, or public body, or (c) any court,
administrative tribunal, or public utility, in each case whether of the United States of
America or any other nation or supranational entity.



     “Increased Commitments” has the meaning specified in Section 2.12(a).



     “Indemnified Liabilities” has the meaning specified in Section 10.10.



     “Indemnitees” has the meaning specified in Section 10.10.



     “Intangible Assets” means assets having no physical existence and that, in conformity
with generally accepted accounting principles consistently applied, should be classified as
intangible assets, including without limitation such intangible assets as patents, trademarks,
copyrights, franchises, licenses and goodwill.



     “Interest Period” means, as to any Eurocurrency Rate Loan, the period commencing on
the Borrowing Date of such Loan or on the Conversion/Continuation Date on which the Loan is
convened into or continued as a Eurocurrency Rate Loan, and ending on the date one, two, three or
six months thereafter as selected by the Borrower in its Notice of Borrowing or Notice of
Conversion/Continuation; provided that:




     (a) if any Interest Period would otherwise end on a day that is not a Business Day,
that Interest Period shall be extended to the following Business Day unless, in the case of
a Eurocurrency Rate Loan, the result of such extension would be to carry such



9









 







Interest
Period into another calendar month, in which event such Interest Period shall end on the
preceding Business Day;




     (b) any Interest Period that begins on the last Business Day of a calendar month (or on
a day for which there is no numerically corresponding day in the calendar month at the end
of such Interest Period) shall end on the last Business Day of the calendar month at the end
of such Interest Period; and




     (c) no Interest Period for any Loan shall extend beyond the Maturity Date.



     “Investment” means, when used in connection with any Person, any investment by the
Person, whether by means of purchase or other acquisition of stock or other securities or by means
of loan, advance, capital contribution, guarantee, or other debt or equity participation or
interest in any other Person.



     “Joint Lead Arrangers” means Citigroup Global Markets Inc. and Banc of America
Securities LLC.



     “Judgment Currency” has the meaning specified in Section 10.20.



     “Laws” means, collectively, all federal, state and local laws, statutes, codes,
ordinances, rules and regulations, including published opinions of the court of last resort in the
applicable
jurisdiction, and shall include, without limitation, all of the foregoing relating to
environmental matters.



     “Lending Office” means, as to any Bank, the office or offices of such Bank specified
as its “Lending Office” or “Domestic Lending Office” or “Eurocurrency Lending Office”, as the, case
may be, on Schedule 10.06, or such other office or offices as such Bank may from time to
time notify the Borrower and the Administrative Agent.



     “Leverage Ratio” means, at any date, the ratio of Consolidated Debt at such date to
Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended on or
prior to such date.



     “Lien” means any mortgage, deed of trust, pledge, security interest, encumbrance, lien
or charge of any kind (including any conditional sale or other title retention agreement, any lease
in the nature thereof, and any financing statement filed under the Uniform Commercial Code of any
jurisdiction).



     “Loan” means each of the loans outstanding on the Restatement Date and any other loans
to be made to the Borrower hereunder by each of the Banks, and may be a Eurocurrency Rate Loan or a
Base Rate Loan (each a “Type” of Loan).



     “Loan Documents” means this Agreement and all other documents delivered to the
Administrative Agent or any Bank in connection herewith.



10









 





     “Majority Banks” means, at any time, a Bank or Banks holding more than 50% of the
aggregate principal amount of the Loans then outstanding (or if no Loans are at the time
outstanding, a Bank or Banks having more than 50% of the aggregate Commitments).



     “Mandatory Cost Rate” means, with respect to any period, a rate per annum determined
in accordance with Schedule 1.01.



     “Margin Stock” means “margin stock” as such term is defined in Regulation U of the
Board of Governors of the Federal Reserve System, or any successor thereto.



     “Material Adverse Effect” means a material adverse change in, or a material adverse
effect upon, the operations, business, assets, condition (financial or otherwise) of the Borrower
or the Borrower and its Subsidiaries taken as a whole.



     “Maturity Date” means the earlier to occur of: (a) August 10, 2012 or, with respect
to a particular Bank, such later date as such Bank and the Borrower shall subsequently agree
pursuant to Section 2.11; and (b) the date on which the Commitments terminate in accordance
with the provisions of this Agreement.



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



     “Notice of Borrowing” means a notice in substantially the form of Exhibit A.



     “Notice of Conversion/Continuation” means a notice in substantially the form of
Exhibit B.



     “Obligations” means all obligations of every nature of the Borrower from time to time
owed to the Administrative Agent, the Syndication Agent and the Banks under the Loan Documents.



     “Original Banks” has the meaning specified in the recitals to this Agreement.



     “Original Commitment” means, with respect to any Original Bank, immediately prior to
the effectiveness of this Agreement, the amount of such Original Bank’s commitment to make a Loan
pursuant to the Original Credit Agreement.



     “Original Credit Agreement” has the meaning specified in the recitals to this
Agreement.



     “Overnight Rate” means, for any day, with respect to any amount denominated in an
Alternative Currency, the rate of interest per annum at which overnight deposits in the applicable
Alternative Currency, in an amount approximately equal to the amount with respect to which such
rate is being determined, would be offered for such day by Citibank to major banks in the London
interbank market.



     “Participant” has the meaning specified in Section 10.08(d).



     “Participating Member State” means each state so described in any EMU Legislation.



11









 





     “Pension Plan” means any “employee pension benefit plan” (as such term is defined in
ERISA) which is subject to ERISA and which is from time to time maintained by the Borrower or any
of its Subsidiaries.



     “Person” means any entity, whether an individual, trustee, corporation, partnership,
joint stock company, trust, unincorporated organization, union, tribe, business association or
firm, joint venture, Governmental Agency, or otherwise.



     “Platform” has the meaning specified in Section 10.21(b).



     “Pro Rata Share” means, as to any Bank at any time, the percentage equivalent
(expressed as a decimal, rounded to the ninth decimal place) at such time of such Bank’s Commitment
divided by the combined Commitments of all Banks.



     “Quotation Date” means, for any Interest Period, (a) for any currency other than
Sterling, the date two Business Days prior to the commencement of such Interest Period and (b) for
Sterling, the first day of such Interest Period; provided that if market practice differs in the
relevant interbank market for any currency, the “Quotation Date” for such currency shall be
determined by the Administrative Agent in accordance with market practice in the relevant interbank
market (and if quotations would normally be given by leading banks in the relevant interbank market
on more than one day, the “Quotation Date” shall be the last of such days).



     “Rating Level I” has the meaning assigned to that term in Section 1.08.



     “Rating Level II” has the meaning assigned to that term in Section 1.08.



     “Rating Level III” has the meaning assigned to that term in Section 1.08.



     “Rating Level IV” has the meaning assigned to that term in Section 1.08.



     “Rating Level V” has the meaning assigned to that term in Section 1.08.



     “Register” has the meaning specified in Section 10.08(c).



     “Regulation D” and “Regulation U” mean, respectively, Regulation D and Regulation U,
as at any time amended, of the Board of Governors of the Federal Reserve System or any other
regulation in substance substituted therefor.



     “Regulatory Development” means any or all of the following: (i) any change in the
Laws, or any change in the interpretation thereof by any Governmental Agency or other authority
(whether or not having the force of law); (ii) any change in the application of any existing Laws
by any Governmental Agency or other authority (whether or not having the force of law); and
(iii) compliance by any Bank with any request or directive (whether or not having the force of law)
of any monetary or fiscal agency or authority.



     “Restatement Date” means the time and Business Day on which the consummation of all of
the transactions contemplated in Section 4.01 occur.



12









 





     “Restricted Margin Stock” means, as of any date of determination, all of the Margin
Stock owned by the Borrower and its Subsidiaries to the extent that the fair market value thereof
is not more than 25% of the aggregate fair market value of the assets of the Borrower and its
Subsidiaries, determined on a consolidated basis.



     “Right of Others” means, as to any property in which a Person has an interest, any
legal or equitable claim or other interest (other than a Lien) in or with respect to that property
held by any other Person, and any option or right held by any other Person to acquire any such
claim or other interest, including a Lien.



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



     “Significant Subsidiary” means a Subsidiary of the Borrower with assets in excess of
3% of Consolidated Total Tangible Assets.



     “Special Euro Base Rate Borrowing” shall have the meaning assigned to that term in
Section 2.03.



     “Sterling”
and “₤” means the lawful currency of the United Kingdom.



     “Sterling Reference Bank” means Citibank.



     “Subordinated Debt” means, as of any date of determination, the aggregate principal
amount then outstanding of indebtedness of the Borrower that is subordinated to the Obligations, on
terms that (a) prohibit any payment on that indebtedness (whether principal, premium, if any,
interest, or otherwise) if: (i) any event not waived hereunder has occurred and is continuing that
is a Default or an Event of Default, or (ii) the payment would cause the occurrence of a Default or
an Event of Default; and (b) require that, upon acceleration of that indebtedness or upon
dissolution, liquidation, or reorganization of the Borrower, the Obligations must be paid in full
before any payment (whether of principal, premium, if any, interest, or otherwise) may be made on
that indebtedness.



     “Subsidiary” means, with respect to any Person, any corporation, partnership or joint
venture whether now existing or hereafter organized or acquired: (a) in the case of a corporation
of which a majority of the securities having ordinary voting power for the election of a majority
of the board of directors (other than securities having such power only by reason of the happening
of a contingency) are at the time owned by such Person and/or one or more Subsidiaries of such
Person or (b) in the case of a partnership or joint venture, in which such Person is a general
partner or joint venturer or of which a majority of the partnership or other ownership interests
are at the time owned by such Person and/or one or more of its Subsidiaries.



     “Syndication Agent” has the meaning specified in the introduction to this Agreement.



     “TARGET Day” means any day on which the Trans-European Automated Real-time Gross
Settlement Express Transfer (TARGET) System (or, if such clearing system ceases to be operative,
such other clearing system (if any) determined by the Administrative Agent to be a suitable
replacement) is operating.



13









 





     “to the best knowledge of” means, when modifying a representation, warranty, or other
statement of any Person, that the fact or situation described therein is known by the Person (or,
in the case of a Person other than a natural person, known by a responsible officer, director or
partner of that Person) making the representation, warranty, or other statement, or with the
exercise of reasonable due diligence under the circumstances (in accordance with the standard of
what a reasonable person in similar circumstances would have done) should have been known by the
Person (or, in the case of a Person other than a natural person, should have been known by a
responsible officer, director or partner of that Person).



     “Type” has the meaning specified in the definition of “Loan.”



     “Unrestricted Margin Stock” means, as of any date of determination, all of the Margin
Stock owned by the Borrower and its Subsidiaries that is not Restricted Margin Stock.



     1.02 Use of Defined Terms. Any defined term used in the plural preceded by the definite
article shall be taken to encompass all members of the relevant class. Any defined
term used in the singular preceded by “any” shall be taken to indicate any number of the
members of the relevant class.



     1.03 Accounting Terms. All accounting terms not specifically defined in this Agreement shall
be construed in conformity with, and all financial data required to be submitted by this Agreement
shall be prepared in conformity with, generally accepted accounting principles applied on a
consistent basis, except as otherwise specifically prescribed herein.



     1.04 Exhibits and Schedules. All exhibits and schedules to this Agreement, either as
originally existing or as the same may from time to time be supplemented, modified, or amended, are
incorporated herein by reference.



     1.05 Exchange Rates; Alternative Currency Equivalents. On each Calculation Date, the
Administrative Agent shall determine the exchange rate as of such Calculation Date to be used for
calculating relevant Dollar Equivalent and Alternative Currency Equivalent amounts. The exchange
rates so determined shall become effective on such Calculation Date and shall for all purposes of
this Agreement (other than any provision expressly requiring the use of a current exchange rate) be
the exchange rates employed in converting any amounts between the applicable currencies. Wherever
in this Agreement in connection with a Borrowing, conversion or continuation of a Loan, an amount,
such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing or Loan
is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency
Equivalent of such Dollar amount (rounded to the nearest 1,000 units of such Alternative Currency),
as determined by the Administrative Agent.



     1.06 Redenomination of Sterling.



     (a) At such time, if any, as the United Kingdom of Great Britain and Northern Ireland adopts
the Euro as its lawful currency, each obligation of each party to this Agreement to make a payment
denominated in Sterling shall be redenominated into Euro at the time of such adoption (in
accordance with the applicable United Kingdom legislation and the EMU Legislation). If the basis
of accrual of interest expressed in this Agreement in respect of Sterling shall be



14









 







inconsistent
with any convention or practice in the London interbank market for the basis of accrual of interest
in respect of the Euro, such expressed basis shall be replaced by such convention or practice with
that applicable to the Euro; provided that if any Borrowing in Sterling is outstanding
immediately prior to such date, such replacement shall take effect, with respect to such Borrowing,
at the end of the then current Interest Period.



     (b) Each provision of this Agreement shall be subject to such reasonable changes of
construction as the Administrative Agent may from time to time specify to be appropriate to reflect
the adoption of the Euro by any member state of the European Union and any relevant market
conventions or practices relating to the Euro.



     1.07 Additional Committed Alternative Currencies. The Borrower may from time to time request
that Loans be made in a currency other than those specifically listed in the definition of
“Alternative Currency”; provided that such requested currency otherwise meets the
requirements set forth in such definition. Any such request shall be made to the Administrative
Agent (which shall promptly notify each Bank thereof) not later than noon (New York City time) ten
Business Days prior to the date of the desired Borrowing. Each Bank shall notify the
Administrative Agent, not later than noon (New York City time) five Business Days after receipt of
such request whether it consents, in its sole discretion, to making Loans in such requested
currency. Any failure by a Bank to respond to such request within the time period specified in the
preceding sentence shall be deemed to be a refusal by such Bank to make Loans in such requested
currency. If all the Banks consent to making Loans in such requested currency, the Administrative
Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to
be an Alternative Currency hereunder.



     1.08 Pricing Levels. For purposes of this Agreement, the following terms have the following
meanings, subject to the concluding paragraph of this Section 1.08:



     “Rating Level I” means a period during which the long-term senior unsecured debt
rating of the Borrower is equal to or better than (i) A+ by S&P, or (ii) A1 by Moody’s.



     “Rating Level II” means a period (other than a Rating Level I) during which the
long-term senior unsecured debt rating of the Borrower is equal to or better than (i) A by S&P, or
(ii) A2 by Moody’s.



     “Rating Level III” means a period (other than a Rating Level I or a Rating Level II)
during which the long-term senior unsecured debt rating of the Borrower is equal to or better than
(i) A- by S&P, or (ii) A3 by Moody’s.



     “Rating Level IV” means a period (other than a Rating Level I, a Rating Level II or a
Rating Level III) during which the long-term senior unsecured debt rating of the Borrower is equal
to or better than (i) BBB+ by S&P, or (ii) Baa1 by Moody’s.



     “Rating Level V” means any period which is not a Rating Level I, a Rating Level II, a
Rating Level III, or a Rating Level IV.



     The credit ratings to be used for purposes of this Section 1.08 are those assigned to
the long-term senior unsecured debt of the Borrower without third-party credit enhancement.



15









 







Any rating assigned to any other debt of the Borrower shall be disregarded. The rating in effect at
any date is that in effect at the close of business on such date.



     If the Borrower is split-rated and the ratings differential is one level, the higher of the
two ratings will apply (e.g., A+/A2 results in a Rating Level I and BBB+/A3 results in a
Rating Level III). If the Borrower is split-rated and the ratings differential is more than one
level, the rating one level below the higher of the two ratings shall be used (e.g., A+/A3
results in a Rating Level II). If, however, at any date the Borrower’s long-term senior unsecured
debt is not rated by both
S&P and Moody’s, then a Rating Level V shall apply; provided, however, if a
rating by either Moody’s or S&P is unavailable because Moody’s or S&P has ceased to be in the
business of providing ratings, or no longer provides ratings of companies similar to the Borrower,
the rating level of the remaining rating agency shall apply.



     1.09 Amendment and Restatement. On the Restatement Date and immediately prior to the
effectiveness of this Agreement, no Loans are outstanding pursuant to the Original Credit
Agreement. On the Restatement Date, the Administrative Agent shall purchase and assume the
Original Commitments from the Original Banks, which Original Commitments shall be (immediately upon
such purchase and assumption by the Administrative Agent) amended and restated in their entirety as
Commitments hereunder. The parties acknowledge and agree that this Agreement and the other Loan
Documents do not constitute a novation, payment and reborrowing or termination of the obligations
under the Original Credit Agreement and that all such obligations are in all respects continued and
outstanding as obligations under this Agreement except to the extent such obligations are modified
from and after the Restatement Date as provided in this Agreement and the other Loan Documents.



SECTION 2.

LOANS




     2.01 Loans. Each Bank, severally and not jointly, agrees to purchase and assume on the
Restatement Date the amount of such Bank’s Commitment hereunder set forth opposite its name on
Schedule 2.01 attached hereto. Subject to the terms and conditions hereof, at any time and
from time to time from the Restatement Date through the Maturity Date, each Bank severally agrees
to make Loans to the Borrower in such principal amounts in Dollars or in one or more Committed
Alternative Currencies as the Borrower may request that do not, in the case of all Loans made by
such Bank, exceed in the aggregate outstanding at any one time the Dollar Equivalent of that Bank’s
Commitment or, in the case of all Loans made by all Banks, exceed in the aggregate the Dollar
Equivalent of all Banks’ combined Commitments. Within the limits of each Bank’s Commitment, and
subject to the other terms and conditions hereof, the Borrower may borrow under this Section
2.01, prepay under Section 2.07(b) and reborrow under this Section 2.01.



     2.02 Loan Accounts. The Loans made by each Bank shall be evidenced by one or more loan
accounts or records maintained by such Bank in the ordinary course of business. The loan accounts
or records maintained by the Administrative Agent and each Bank shall be conclusive absent manifest
error of the amount of the Loans made by the Banks to the Borrower and the interest and payments
thereon. Any failure so to record or any error in doing so shall



16









 







not, however, limit or otherwise
affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Loans.



     2.03 Procedure for Borrowing.



     (a) Each Borrowing shall be made upon the Borrower’s irrevocable written notice delivered to
the Administrative Agent in the form of a Notice of Borrowing in the form of
Exhibit A hereto (which notice must be received by the Administrative Agent (i) prior to noon
(New York City time) three Business Days prior to the requested Borrowing Date, in the case of
Eurocurrency Rate Loans denominated in Dollars, (ii) prior to noon (New York City time) four
Business Days prior to the requested Borrowing Date, in the case of Eurocurrency Rate Loans
denominated in an Alternative Currency, (iii) prior to noon (New York City time) on the Business
Day of the requested Borrowing Date, in the case of Base Rate Loans, and (iv) prior to noon (New
York City time) two Business Days prior to the requested Borrowing Date, in the case of a Special
Euro Base Rate Borrowing (as defined in subsection (e) below), specifying: (A) the amount and, if
an Alternative Currency Loan, the currency of the Borrowing, which shall be in an aggregate minimum
amount of $5,000,000 or any multiple of $1,000,000 in excess thereof in the case of Eurocurrency
Rate Loans, and in an aggregate minimum amount of $1,000,000 or any multiple of $100,000 in excess
thereof in the case of Base Rate Loans; (B) the requested Borrowing Date, which shall be a Business
Day; (C) the Type of Loans comprising the Borrowing; and (D) the duration of the Interest Period
applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the
duration of the Interest Period for any Borrowing comprised of Eurocurrency Rate Loans, such
Interest Period shall be three months. If the Borrower fails to specify a currency in a Notice of
Borrowing requesting a Borrowing, then the Loans so requested shall be made in Dollars.



     (b) The Administrative Agent will promptly notify each Bank of its receipt of any Notice of
Borrowing and of the amount of such Bank’s Pro Rata Share of that Borrowing.



     (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the
Administrative Agent for the account of the Borrower at the Administrative Agent’s Payment Office
by 2:00 p.m. (New York City time) on the Borrowing Date requested by the Borrower in funds
immediately available to the Administrative Agent. The proceeds of all such Loans will then be
made available to the Borrower by the Administrative Agent by wire transfer in accordance with
written instructions provided to the Administrative Agent by the Borrower of like funds as received
by the Administrative Agent.



     (d) After giving effect to any Borrowing, unless the Administrative Agent shall otherwise
consent, there may not be more than eight different Interest Periods in effect.



     (e) The Borrower may request a Special Euro Base Rate Borrowing pursuant to Section
2.03(a)(iv). A “Special Euro Base Rate Borrowing” is a Borrowing of Base Rate Loans in
Dollars, the proceeds of which, net of commissions and fees, are used by Administrative Agent, on
terms and conditions agreed upon by Administrative Agent and the Borrower, to purchase Euros for
the account of the Borrower for delivery at an account specified by the Borrower in London on the
requested Borrowing Date. Each Bank shall make available its Pro Rata Share of any Special Euro
Base Rate Borrowing in immediately available funds in Dollars pursuant to subsection (c) above.



17









 







For all purposes of this Agreement, a Special Euro Base Rate Borrowing shall be deemed a Borrowing
of Base Rate Loans and shall be repaid by the Borrower in Dollars.



     2.04 Conversion and Continuation Elections.



     (a) The Borrower may, upon irrevocable written notice to the Administrative Agent in the form
of a Notice of Conversion/Continuation in the form of Exhibit B hereto in accordance with
Section 2.04(b): (i) elect, as of any Business Day to convert any Base Rate Loans (or any
part thereof in an amount not less than $5,000,000, or that is in an integral multiple of
$1,000,000 in excess thereof) into Eurocurrency Rate Loans; (ii) elect, as of the last day of the
applicable Interest Period to convert any Eurocurrency Rate Loans (or any part thereof in an amount
not less than $1,000,000, or that is in an integral multiple of $100,000 in excess thereof) into
Base Rate Loans; or (iii) elect, as of the last day of the applicable Interest Period, to continue
any Eurocurrency Rate Loans having Interest Periods expiring on such day (or any part thereof in an
amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess
thereof); provided, that if at any time the aggregate amount of Eurocurrency Rate Loans in
respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be
less than $5,000,000, such Eurocurrency Rate Loans shall automatically convert into Base Rate
Loans, and on and after such date the right of the Borrower to continue such Loans as, and convert
such Loans into, Eurocurrency Rate Loans shall terminate.



     (b) The Borrower shall deliver a Notice of Conversion/Continuation to be received by the
Administrative Agent not later than (i) noon (New York City time) at least three Business Days in
advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as
Eurocurrency Rate Loans denominated in Dollars; (ii) 11:00 a.m. (New York City time) at least four
Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into
or continued as Eurocurrency Rate Loans denominated in an Alternative Currency; and (iii) 11:00
a.m. (New York City time) on the Conversion/Continuation Date, if the Loans are to be converted
into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate
amount of Loans to be converted or continued and, if an Alternative Currency Loan, the currency
thereof; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D)
other than in the case of conversions into Base Rate Loans, the duration of the requested Interest
Period.



     (c) If upon the expiration of any Interest Period applicable to Eurocurrency Rate Loans the
Borrower has failed to select timely a new Interest Period to be applicable to such Eurocurrency
Rate Loans, then: (i) with respect to such Eurocurrency Rate Loans that are Dollar Loans, the
Borrower shall be deemed to have elected to convert such Eurocurrency Rate Loans into Base Rate
Loans effective as of the expiration date of such Interest Period; and (ii) with respect to such
Eurocurrency Rate Loans that are Alternative Currency Loans, such Loans shall be continued as
Eurocurrency Rate Loans in their original currency with an Interest Period of one month. No
Eurocurrency Rate Loan may be converted into or continued as a Eurocurrency Rate Loan denominated
in a different currency, but instead must be prepaid in the original currency of such Eurocurrency
Rate Loan and reborrowed in the other currency except as described in Sections 2.04(e) and
3.02(a).



18









 





     (d) The Administrative Agent will promptly notify each Bank of its receipt of a Notice of
Conversion/Continuation, or, if no timely notice is provided by the Borrower, the
Administrative Agent will promptly notify each Bank of the details of any automatic
conversion. All conversions and continuations shall be made ratably according to the respective
outstanding principal amounts of the Loans with respect to which the notice was given held by each
Bank.



     (e) During the existence of a Default or Event of Default, the Borrower may not: (i) elect to
have a Dollar Loan made, converted into or continued as a Eurocurrency Rate Loan; or (ii) elect to
have an Alternative Currency Loan made or continued for an Interest Period greater than one month;
provided, however, that Majority Banks may elect, on the last day of an Interest
Period of any Alternative Currency Loan, to redenominate such Alternative Currency Loan into a
Dollar Loan in a principal amount equal to the Dollar Equivalent of the amount of such Alternative
Currency Loan and to convert such Dollar Loan into a Base Rate Loan.



     (f) After giving effect to any conversion or continuation of Loans, unless the Administrative
Agent shall otherwise consent, there may not be more than eight different Interest Periods in
effect.



     2.05 Optional Reduction or Termination of Commitments. The Borrower may at any time and from
time to time, upon three Business Days’ written notice to the Administrative Agent (which shall
promptly notify each Bank thereof) by telecopier, telegram, personal delivery or cable, terminate
in whole or in part the unused portions of the Commitments; provided, however, that
in each case each partial termination shall be in integral multiples of $1,000,000;
provided, further, that the Commitments may not be reduced at any time to an amount
less than the aggregate principal amount of all Borrowings then outstanding; provided,
further, that after any such termination, the Commitments may not thereafter be increased
in any amount without the consent of all of the Banks.



     2.06 Interest.



     (a) Interest shall be payable on the outstanding daily unpaid principal amount of each Loan
from the date thereof until payment in full at the rates set forth herein both before and after
default and before and after maturity and judgment, with interest on overdue interest to bear
interest at the rate set forth in Section 2.06(d), to the extent permitted by applicable
Laws. Upon any partial prepayment of any Base Rate Loan and upon any conversion of a Eurocurrency
Rate Loan, interest accrued through the date of such prepayment shall be payable on the next
following April 1, July 1, October 1 or January 1. Upon any partial or full prepayment of any
Eurocurrency Rate Loan, interest accrued through the date of such payment, prepayment or conversion
shall be payable on such date.



     (b) Interest accrued on each Base Rate Loan shall be due and payable on each April 1, July 1,
October 1 and January 1, commencing with the first such date upon which Base Rate Loans are
outstanding hereunder. The unpaid principal amount of any Base Rate Loan shall bear interest at a
fluctuating rate per annum equal to the Base Rate.



     (c) Interest accrued on each Eurocurrency Rate Loan with an Interest Period of three months or
less shall be payable on the last day of the Interest Period for that Eurocurrency Rate Loan.



19









 







Interest accrued on each six month Eurocurrency Rate Loan shall also be paid at the end
of the third month of such Interest Period. The unpaid principal amount of any Eurocurrency Rate
Loan shall bear interest at a rate per annum equal to the sum of the Eurocurrency Rate for that
Eurocurrency Rate Loan plus the Applicable Margin.



     (d) Notwithstanding Section (b) or (c) of this Section, during the existence of an Event of
Default, the unpaid principal amount of Loans (and to the extent not paid when due, interest
thereon and fees) shall bear interest, to the extent permitted by applicable Laws, at a fluctuating
interest rate per annum at all times equal to the interest rate otherwise applicable to such Loan
(or, if not a Loan, at the interest rate per annum otherwise payable under this Agreement for Base
Rate Loans) plus 2.00% per annum, payable upon demand.



     2.07 Repayment and Prepayments of Principal.



     (a) If not sooner paid, the principal indebtedness hereunder owed to each Bank shall be
payable on the Maturity Date of such Bank.



     (b) The principal indebtedness hereunder may, at any time and from time to time, be prepaid in
whole or in part without premium or penalty, except that: (i) any partial prepayment shall
be in an amount not less than $1,000,000 or any multiple of $1,000,000 in excess thereof (or the
Alternative Currency Equivalent thereof determined on the date notice of prepayment is given);
(ii) the Administrative Agent must have received written notice of any prepayment at least one
Business Day before the date of prepayment in the case of Base Rate Loans and at least three
Business Days before the date of prepayment in the case of Eurocurrency Rate Loans (and the
Administrative Agent shall promptly notify each Bank thereof); (iii) each prepayment of principal,
except for partial prepayments on Base Rate Loans, shall be accompanied by prepayment of interest
accrued through the date of payment on the amount of principal paid; and (iv) in the case of any
prepayment of any Eurocurrency Rate Loan, the Borrower shall promptly reimburse each Bank for any
loss or cost directly or indirectly resulting from the prepayment, determined as set forth in
Section 3.03.



     (c) If the Administrative Agent notifies the Borrower at any time that the Dollar Equivalent
of the aggregate principal amount of all outstanding Loans exceeds the combined Commitments, by
reason of fluctuations in exchange rates or otherwise, the Borrower shall, within two Business Days
after receipt of such notice, prepay Loans in an aggregate amount sufficient to reduce the Dollar
Equivalent thereof as of the date of such payment to an amount not to exceed the combined
Commitments then in effect.



     2.08 Fees.



     (a) Facility Fee. The Borrower shall pay to the Administrative Agent, for the account of the
Banks ratably in proportion to their Commitments, a facility fee on the daily average aggregate
amount of the Commitments (including both the portion thereof that is used and the portion thereof
that is unused), at the rate of (i) 0.040% per annum during each Rating Level I, (ii) 0.050% per
annum during each Rating Level II, (iii) 0.060% per annum during each
Rating Level III, (iv) 0.080% per annum during each Rating Level IV, and (v) 0.125% per annum
during each Rating Level V. Such facility fee shall accrue, with respect to any Bank,



20









 







from and
including the Restatement Date to but excluding the Maturity Date of such Bank, payable quarterly
in advance as of each April 1, July 1, October 1 and January 1 prior to the Maturity Date of such
Bank, commencing October 1, 2007. The facility fee provided in this subsection shall be
nonrefundable and shall accrue at all times after the Restatement Date, including at any time
during which one or more conditions in Section 4 are not met.



     (b) Agency Fee. The Borrower shall pay an agency fee to the Administrative Agent for the
Administrative Agent’s own account as agreed upon between the Borrower and the Administrative
Agent.



     2.09 Payments by the Borrower.



     (a) All payments to be made by the Borrower shall be made without set-off, recoupment or
counterclaim. Except as otherwise expressly provided herein and except with respect to payments of
principal of and interest on Alternative Currency Loans, all payments by the Borrower shall be made
to the Administrative Agent for the account of the Banks at the Administrative Agent’s Payment
Office, and shall be made in Dollars and in immediately available funds, no later than 1:00 p.m.
(New York City time) on the date specified herein. Except as otherwise expressly provided herein,
all payments by the Borrower hereunder with respect to principal of and interest on Alternative
Currency Loans shall be made to the Administrative Agent, for the account of the respective Banks
to which such payment is owed, at the Administrative Agent’s Payment Office in such Alternative
Currency and in immediately available funds not later than 1:00 p.m., New York City time, on the
date specified herein. The Administrative Agent will promptly distribute to each Bank its Pro Rata
Share (or other applicable share as expressly provided herein) of such payment in like funds as
received. Any payment received by the Administrative Agent later than 1:00 p.m. (New York City
time) shall be deemed to have been received on the following Business Day and any applicable
interest or fee shall continue to accrue.



     (b) Unless the Administrative Agent receives notice from the Borrower prior to the date on
which any payment is due to the Banks that the Borrower will not make such payment in full as and
when required, the Administrative Agent may assume that the Borrower has made such payment in full
to the Administrative Agent on such date in immediately available funds and the Administrative
Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank
on such due date an amount equal to the amount then due such Bank. If and to the extent the
Borrower has not made such payment in full to the Administrative Agent, each Bank shall repay to
the Administrative Agent on demand such amount distributed to such Bank, together with interest
thereon at the Federal Funds Rate or, with respect to Alternative Currency Loans, the Overnight
Rate for each day from the date such amount is distributed to such Bank until the date repaid.



     2.10 Payments by the Banks to the Administrative Agent.



     (a) Unless the Administrative Agent receives notice from a Bank on or prior to the Restatement
Date or, with respect to any Borrowing after the Restatement Date, at least one Business Day prior
to the date of such Borrowing (or prior to the time of a Borrowing, in the case of any Base Rate
Loan), that such Bank will not make available as and when required



21









 







hereunder to the Administrative
Agent for the account of the Borrower the amount of that Bank’s Pro Rata Share of the Borrowing,
the Administrative Agent may assume that each Bank has made such amount available to the
Administrative Agent in immediately available funds in the applicable currency on the Borrowing
Date and the Administrative Agent may (but shall not be so required), in reliance upon such
assumption, make available to the Borrower on such date a corresponding amount. If and to the
extent any Bank shall not have made its full amount available to the Administrative Agent in
immediately available funds in the applicable currency and the Administrative Agent in such
circumstances has made available to the Borrower such amount, that Bank shall on the Business Day
following such Borrowing Date make such amount available to the Administrative Agent, together with
interest at the Federal Funds Rate or, with respect to Alternative Currency Loans, the Overnight
Rate for each day during such period. A notice of the Administrative Agent submitted to any Bank
with respect to amounts owing under this Section (a) shall be conclusive, absent manifest error.
If such amount is so made available, such payment to the Administrative Agent shall constitute such
Bank’s Loan on the date of Borrowing for all purposes of this Agreement. If such amount is not
made available to the Administrative Agent on the Business Day following the Borrowing Date, the
Administrative Agent will notify the Borrower of such failure to fund and, upon demand by the
Administrative Agent, the Borrower shall pay such amount to the Administrative Agent for the
Administrative Agent’s account, together with interest thereon for each day elapsed since the date
of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the
Loans comprising such Borrowing.



     (b) The failure of any Bank to make any Loan on any Borrowing Date shall not relieve any other
Bank of any obligation hereunder to make a Loan on such Borrowing Date, but no Bank shall be
responsible for the failure of any other Bank to make the Loan to be made by such other Bank on any
Borrowing Date.



     2.11 Extension of Maturity Date. The Borrower may, upon not less than 30 days’ (but not more
than 45 days’) notice prior to each anniversary of the Restatement Date (the “Current
Anniversary Date”) to the Administrative Agent (which shall notify each Bank of receipt of such
request), propose to extend the Maturity Date for an additional one-year period measured from the
Maturity Date then in effect. Each Bank shall endeavor to respond to such request, whether
affirmatively or negatively (such determination to be in the sole discretion of such Bank), by
notice to the Administrative Agent in writing not less than 20 days (but not more than 30 days)
prior to the Current Anniversary Date. The Administrative Agent shall, upon not less than 15 days’
notice prior to the Current Anniversary Date, notify the Borrower in writing of the Banks’
decisions. No Maturity Date of any Bank shall be extended unless (i) by the date 20 days prior to
the Maturity Date then in effect Banks having at least 50% in aggregate amount of the Commitments
in effect at the time any such extension is requested shall have elected so to
extend their Commitments and (ii) the Administrative Agent shall have received a certificate
signed by a Designated Officer dated as of such extension date in form and substance satisfactory
to the Administrative Agent stating that the representations and warranties contained in
Section 5 are true and correct in all material respects on and as of such date, and that no
state of facts constituting a Default or an Event of Default has occurred and is continuing. Any
Bank which does not give such notice to the Administrative Agent by the date 20 days prior to the
Maturity Date then in effect shall be deemed to have elected not to extend as requested, and the
Commitment of each non-extending Bank shall terminate on its Maturity Date determined



22









 







without
giving effect to such requested extension. If any Bank does not consent to a request for an
extension of the Maturity Date, or is deemed not to have consented to the requested extension
(each, a “Declining Bank”), and the Maturity Date has been extended for the other Bank(s)
(the “Extending Banks”), the Borrower may, prior to the end of the Current Anniversary
Date, replace such Declining Bank with one or more third party financial institutions acceptable to
the Administrative Agent or increase the Commitment of an Extending Bank, in an amount equal to the
amount of the Commitments of the Declining Banks, provided that, as provided in Section
2.13, the Extending Banks shall have the right to increase their Commitments ratably up to the
amount of the Declining Banks’ Commitments before the Borrower will be permitted to substitute any
other financial institution for the Declining Banks.



     2.12 Increased Commitments; Additional Banks.



     (a) On a single occasion during each year subsequent to the Restatement Date, the Borrower
may, upon at least thirty (30) days’ notice to the Administrative Agent (which shall promptly
provide a copy of such notice to the Banks), propose to increase the amount of the Commitments in
an aggregate minimum amount of $25,000,000 and an aggregate maximum amount for all increases
pursuant to this Section 2.12 not to exceed $500,000,000 (the amount of any such increase,
the “Increased Commitments”) provided that (i) such Increased Commitments shall become and
remain effective only during a Rating Level I, a Rating Level II, a Rating Level III or a Rating
Level IV, and (ii) the Administrative Agent shall have received a certificate signed by a
Designated Officer dated as of the date of such increase in form and substance satisfactory to the
Administrative Agent stating that the representations and warranties contained in Section 5
are true and correct in all material respects on and as of such date and that no Default or Event
of Default has occurred and is continuing.



     (b) The Borrower may offer the Increased Commitments to: (i) any Bank party to this Agreement;
provided, that any Bank offered an Increased Commitment shall have no obligation to accept
such Increased Commitment; or (ii) any other financial institution acceptable to the Administrative
Agent and which agrees to become a party to this Agreement (an “Additional Bank”);
provided that the Commitment of each such Additional Bank or Additional Banks equals or
exceeds $10,000,000. The sum of (1) the aggregate amount of Commitment increases of any existing
Banks pursuant to this subsection (b) plus (2) the aggregate amount of any Commitments of
Additional Banks shall not in the aggregate exceed the total amount of the Increased Commitments.



     (c) An increase in the aggregate amount of the Commitments pursuant to this
Section 2.12 shall become effective upon the receipt by the Administrative Agent of an
agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, by
each Additional Bank and by each other Bank whose Commitment is to be increased, setting forth the
new Commitments of such Banks and setting forth the agreement of each Additional Bank to become a
party to this Agreement and to be bound by all the terms and provisions hereof, together with such
evidence of appropriate corporate authorization on the part of the Borrower with respect to the
Increased Commitments and such opinions of counsel for the Borrower with respect to the Increased
Commitments as the Administrative Agent may reasonably request.



23









 





     2.13 Substitution of Banks. If any Bank declines to extend its Maturity Date pursuant to
Section 2.11, the Borrower shall have the right, with the assistance of the Administrative
Agent, to seek one or more Eligible Assignees (which may be one or more of the Banks) reasonably
satisfactory to the Administrative Agent and the Borrower to purchase the Loans and assume the
Commitments of such Bank, and the Borrower, the Administrative Agent, such Bank, and such Eligible
Assignees shall execute and deliver an appropriately completed Assignment and Assumption pursuant
to Section 10.08 hereof to effect the assignment of rights to and the assumption of
obligations by such Eligible Assignees; provided that (i) such requesting Bank shall be
entitled to compensation under Section 3 for any costs incurred by it prior to its
replacement, (ii) no Default or Event of Default has occurred and is continuing, (iii) the Borrower
has satisfied all of its obligations under the Loan Documents relating to such Bank, (iv) in the
case of the Commitments of any Banks that have declined to extend their Maturity Date pursuant to
Section 2.11, the Banks that have extended their Maturity Date pursuant to Section
2.11 shall on a ratable basis have the right (but no obligation), for a period of seven days
following receipt of notice from the Administrative Agent at the request of the Borrower that the
Commitments of non-extending Banks may be assumed, to assume the Commitments of such declining
Banks before any other Eligible Assignees assume such Commitments, and (v) the Borrower shall have
paid the Administrative Agent a $3,500 administrative fee if such replacement Bank is not an
existing Bank.



SECTION 3.

PAYMENTS, COSTS




     3.01 Eurocurrency Costs. Upon notice from any Bank and subject to compliance with Section
9.09, the Borrower shall promptly, reimburse that Bank for any increase in its costs, including
without limitation taxes (and additional amounts equal to increases in taxes attributable to
payments by the Borrower of such taxes), assessments or a change in the basis of taxation of
payments to such Bank (other than any tax, or changes in the rate of any tax, based upon the
income, profits or business of the Bank, or upon any personal property or franchise of the Bank, or
any similar tax which may be levied upon the Bank, or any change in the rate of any such similar
tax by the United States or any other government having jurisdiction, or any political subdivision
or taxing authority of any thereof), fees, charges, and/or special deposit and/or other similar
reserve requirements (other than requirements expressly included herein in the determination of the
Eurocurrency Rate hereunder) directly or indirectly resulting from or
relating to any Eurocurrency Rate Loan due to any circumstance; provided that, the
Borrower shall have no obligation to reimburse such Bank for any increase in costs that is
attributable to the prepayment by such Bank, in the case of a Eurocurrency Rate Loan, of a time
deposit in the Designated Interbank Eurocurrency Market, where the Borrower has not paid or
redesignated a corresponding Eurocurrency Rate Loan prior to the end of the term of such
Eurocurrency Rate Loan. As used in the preceding sentence, “reserve requirements” shall be
calculated after taking into account any compensation received by the Bank through the computation
of the Eurocurrency Reserve Percentage or any Eurocurrency fee paid to the Bank. Amounts payable
to a Bank under this Section 3.01 shall be determined solely by that Bank upon the
assumption that the Bank funded 100% of that Eurocurrency Rate Loan by the acceptance of a time
deposit in the Designated Interbank Eurocurrency Market for a corresponding amount and term,
regardless of whether the Bank did so in fact. In attributing a Bank’s general costs relating to
its Eurocurrency operations to any transaction under this Agreement, or averaging any cost over



24









 







a period of time, that Bank may use any reasonable attribution and/or averaging method it deems
appropriate and practical. The determination of such amount by the Bank shall be presumed correct
in the absence of manifest error.



     3.02 Special Eurocurrency Circumstances. If (x) any Regulatory Development relating to the
interbank Eurocurrency markets shall at any time in the reasonable opinion of any Bank make it
unlawful or impractical for that Bank to fund or maintain a Eurocurrency Rate Loan in the
Designated Interbank Eurocurrency Market for a corresponding amount or term, or to continue that
funding or maintaining, or to determine or charge interest rates based upon any appropriate
Eurocurrency Rate or (y) the Administrative Agent or any Bank determines in connection with any
request for a Eurocurrency Rate Loan or a conversion to or continuation thereof that (i) deposits
in the relevant currency are not being offered to banks in the applicable offshore interbank market
for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Loan,
(ii) adequate and reasonable means do not exist for determining the Eurocurrency Rate for such
Eurocurrency Rate Loan, or (iii) the Eurocurrency Rate for such Eurocurrency Rate Loan does not
adequately and fairly reflect the cost to the Banks of funding such Eurocurrency Rate Loan, the
Administrative Agent or that Bank, as applicable, shall promptly notify the Administrative Agent
and the Banks who shall notify the Borrower and, notwithstanding any other provision of this
Agreement:



     (a) the then outstanding principal amounts of any outstanding Eurocurrency Rate Loan shall be
automatically converted into a Base Rate Loan and, if, on the date of any such conversion, any such
Eurocurrency Rate Loan is an Alternative Currency Loan, it shall be redenominated into a Dollar
Loan in a principal amount equal to the Dollar Equivalent of the amount of such Alternative
Currency Loan; and



     (b) no Eurocurrency Rate Loan may be made thereafter until that Bank determines that to do so
would be lawful or practical.



     Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing,
conversion or continuation of Eurocurrency Rate Loans or, failing that, will be
deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the
amount specified therein.



     3.03 Eurocurrency Indemnification. The Borrower hereby indemnifies each Bank against, and
agrees to hold each Bank harmless from and reimburse each Bank on demand for all costs, expenses,
claims, penalties, liabilities, losses, legal fees and damages (including without limitation any
interest paid or that would be paid by a Bank for deposits in Dollars in the Designated Interbank
Eurocurrency Market and any loss sustained or that would be sustained by a Bank in connection with
the reemployment of funds) incurred or sustained, or that would be incurred or sustained, by each
Bank, as reasonably determined by the Bank, as a result of (a) any failure of the Borrower to
consummate, or the failure of any condition required for the consummation of, any Eurocurrency Rate
Loan on the date or in the amount specified in any notice, requesting or designating a Eurocurrency
Rate Loan or (b) the Borrower’s prepayment of any Eurocurrency Rate Loan before the last day of its
Interest Period. The indemnification shall be determined as though the Bank had funded or would
have funded 100%, as the case may be, of the Eurocurrency Rate Loan in the Designated Interbank
Eurocurrency Market for a corresponding amount and term.




25











 




The determination of such amount by the Bank
shall be presumed correct in the absence of manifest error.




     3.04 Computation of Interest and Fees. All computations of interest hereunder shall be
calculated on the basis of a year of 365 days or 366 days, as the case may be, and the actual
number of days elapsed, except that computations of interest on all Eurocurrency Rate Loans
(other than Eurocurrency Rate Loans denominated in Sterling) and computations of interest on Base
Rate Loans when the Base Rate is calculated by reference to the Federal Funds Rate shall be
calculated on the basis of a year of 360 days and the actual number of days elapsed. All
computations of fees hereunder shall be calculated on the basis of a year of 360 days and the
actual number of days elapsed.



     3.05 Holidays. If any payment to be made by the Borrower on a Base Rate Loan shall come due
on a day other than a Business Day, payment shall be made on the next succeeding Business Day and
the extension of time shall be reflected in computing interest. If any payment to be made by the
Borrower on a Eurocurrency Rate Loan shall come due on a day other than a Designated Interbank
Eurocurrency Market Day, payment shall be made on the next preceding or succeeding Designated
Interbank Eurocurrency Market Day as determined by the Administrative Agent in accordance with the
then current banking practice in the Designated Interbank Eurocurrency Market and the adjustment
shall be reflected in computing interest.



     3.06 Payment Free of Taxes. Subject to compliance with Section 9.09, any payments
made by the Borrower hereunder shall be made free and clear of, and without reduction by reason of,
any taxes, withholding or other deductions whatsoever.



     3.07 Funding Sources. Nothing in this Agreement shall be deemed to obligate any Bank to
obtain the funds for any Borrowing in any particular place or manner or to constitute a
representation by any Bank that it has obtained or will obtain the funds for any Borrowing in any
particular place or manner.



     3.08 Failure to Charge Not Subsequent Waiver. Any decision by the Administrative Agent or any
Bank not to require payment of any fee or costs, or to reduce the amount of the payment required
for any fee or costs or to calculate any fee or costs in any particular manner, for any particular
Eurocurrency Rate Loan shall in no way limit the Administrative Agent’s or that Bank’s right to
require full payment of any fee or costs for any other Eurocurrency Rate Loan or to calculate any
fee or costs in another manner.



     3.09 Other Costs. If, at any time subsequent to the Restatement Date, any Bank shall have
reasonably determined that the adoption of any Law regarding capital adequacy, any reserve, special
deposit or similar requirements generally applicable to commitments or credit arrangements similar
to the Commitments (other than requirements expressly included herein in the determination of the
Eurocurrency Rate) hereunder, or any change therein, or any change in the interpretation or
administration thereof by any Governmental Agency, central bank or comparable agency charged with
the interpretation or administration thereof, or compliance by said Bank or any corporation
controlling said Bank with any request or directive regarding capital adequacy, any reserve,
special deposit or similar requirement (other than requirements expressly included herein in the
determination of the
Eurocurrency Rate hereunder) (whether or not having the force of Law)



26









 







of any such Governmental Agency, central bank or comparable
agency, has or would have the effect of increasing the cost to, or reducing the income received by
or imposing any expense (including loss of margin), on any said Bank or any corporation controlling
said Bank, or, in the case of any capital adequacy requirement, reducing the rate of return on said
Bank’s or corporation’s capital as a consequence of its obligations hereunder to a level below that
which said Bank or corporation could have achieved but for such adoption, change or compliance
(taking into consideration said Bank’s or corporation’s policies with respect to capital adequacy),
then from time to time, each affected Bank may notify the Borrower (with a copy to Administrative
Agent) of the additional amount or amounts as will compensate said Bank or corporation for such
increase, reduction or imposition and, upon demand, the Borrower shall pay said affected Bank or
corporation such amount or amounts. In determining such amount, the affected Bank or corporation
may use reasonable attribution and/or averaging methods which it deems appropriate and practical.
In no event shall the Borrower be liable for any such amounts relating to periods of time more than
three months prior to the date upon which the Borrower receives notice from the affected Bank,
except to the extent that such periods of time (i) relate to retroactive applications of
any such Law or retroactive interpretations or administrations of any such Law or (ii) represent
periods during which it is impracticable for any such Bank to calculate any such amounts due;
provided, however, that such information shall be provided to the Borrower as soon
as practicable. Said affected Bank shall, upon the Borrower’s request, provide the Borrower with a
statement showing in reasonable detail, the basis for determining the amount charged hereunder.



     3.10 Survivability. The Borrower’s obligations under this Section 3 shall survive the
date on which all Borrowings hereunder were fully paid.



SECTION 4.

CONDITIONS




     4.01 Restatement Date. This Agreement shall become effective (as of the date first written
above) only upon the satisfaction of all of the following conditions precedent:



     (a) The Administrative Agent shall have received all of the following, each dated as of the
Restatement Date (unless otherwise specified or unless the Administrative Agent otherwise agrees)
and all in form and substance satisfactory to the Administrative Agent and legal counsel for the
Administrative Agent:




     (i) a certificate signed by a Designated Officer (A) stating that the execution,
delivery and performance of the Loan Documents by the Borrower was duly authorized by
resolution of its board of directors on the date therein specified and that such
authorization is still in force and effect, (B) setting forth such resolution adopted by
such board of directors, (C) setting forth the name of each person authorized to sign any
Loan Document on behalf of the Borrower with specimen signatures of such persons, and (D)
stating that the representations and warranties contained in Section 5 are true and
correct on and as of the Restatement Date, no Default or an Event of Default has occurred
and is continuing, and the Borrower shall be in compliance with all the terms and provisions
of the Loan Documents;



27









 






     (ii) a current good standing certificate for the Borrower issued by the appropriate
Governmental Agency in the jurisdiction of incorporation;




     (iii) a certificate of good standing of the Borrower as a foreign corporation in
California;




     (iv) a favorable written opinion of counsel for the Borrower dated as of the
Restatement Date and satisfactory to Administrative Agent and as to such matters as
Administrative Agent acting on behalf of the Banks may reasonably request;




     (v) a favorable written opinion of counsel for the Administrative Agent dated as of the
Restatement Date and satisfactory to the Borrower and as to such matters as the Borrower may
reasonably request;




     (vi) such other certificates, documents, consents, or opinions that any Bank may
reasonably request; and




(b) The Administrative Agent shall have received, for the account of the Banks:




     (i) with respect to each Bank that was a party to the Original Credit Agreement, an
upfront fee equal to the sum of (A) 0.010% of such Bank’s Original Commitment, and (B)
0.020% of the amount by which such Bank’s Commitment exceeds such Bank’s Original
Commitment; and




     (ii) with respect to each Bank that was not a party to the Original Credit Agreement,
an upfront fee equal to 0.020% of such Bank’s Commitment.



     (c) The Joint Lead Arrangers shall have received, for their own account, an arrangement fee as
agreed upon between the Borrower, the Administrative Agent, the Joint Lead Arrangers and the
Syndication Agent.



     4.02 Any Borrowing, Conversion or Continuation. The obligation of the Banks to make any Loan
or to convert into or continue any Eurocurrency Rate Loan is subject to the following conditions
precedent:



     (a) the representations and warranties contained in Section 5 (other than in
Sections 5.06 and 5.09) shall be true and correct in all material respects, and
shall be deemed made, on and as of the date of the Loan, conversion or continuation as though made
on and as of that date, and no state of facts constituting a Default or an Event of Default shall
have occurred and be continuing; and, upon its request therefor, the Administrative Agent shall
have received, dated as of the date of the Loan, a certificate of a Designated Officer from the
Borrower to that effect, with any changes or exceptions thereto being described in a schedule
attached to such certificate and with such changes or exceptions being subject to the approval of
the Majority Banks;



     (b) the Administrative Agent shall have timely received a Notice of Borrowing or a Notice of
Conversion/Continuation, as applicable, in compliance with Section 2.



28









 





SECTION 5.

REPRESENTATIONS AND WARRANTIES




     The Borrower represents and warrants to the Administrative Agent and the Banks that:



     5.01 Existence and Qualification; Power; Compliance with Law.



     (a) The Borrower is a corporation duly formed, validly existing and in good standing under the
laws of Delaware. The chief executive offices of the Borrower are in Pasadena, California. The
Borrower is duly qualified or registered to transact business in California and each other
jurisdiction in which the conduct of its business or the ownership of its properties make such
qualification or registration necessary, except where the failure so to qualify or register would
not have a Material Adverse Effect. The Borrower has all requisite corporate power and authority
to conduct its business, to own and lease its properties and to execute, deliver and perform all of
its obligations under the Loan Documents.



     (b) All outstanding shares of capital stock of the Borrower are duly authorized, validly
issued, fully paid, nonassessable, and issued in compliance with all applicable state and federal
securities and other laws.



     (c) The Borrower is in compliance with all Laws and other legal requirements applicable to its
business, has obtained all authorizations, consents, approvals, orders, licenses and permits from,
and has accomplished all filings, registrations and qualifications with, or obtained exemptions
from any of the foregoing from, any Governmental Agency that are necessary for the transaction of
its business, except where the failure so to comply, file, register, qualify or obtain exemptions
would not have a Material Adverse Effect.



     5.02 Authority; Compliance with Other Instruments and Government Regulations. The execution,
delivery, and performance by the Borrower of the Loan Documents have been duly authorized by all
necessary action and do not and will not (a) require any consent or approval not heretofore
obtained of any stockholder, security holder or creditor; (b) violate or conflict with any
provision of the Borrower’s charter, certificate, articles of incorporation or bylaws, or
amendments thereof; (c) result in or require the creation or imposition of any Lien or Right of
Others upon or with respect to any property now owned or leased or hereafter acquired by the
Borrower; (d) violate any provision of any Laws (including without limitation Regulation U of the
Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree,
determination, or award presently in effect having applicability to the Borrower; or (e) result in
a breach of or constitute a default under, or cause or permit the acceleration of any obligation
owed under, any indenture or loan or credit agreement or any other material agreement, lease, or
instrument to which the Borrower is a party or by which the Borrower or any of its property, is
bound or affected; and the Borrower is not in default under any Laws, order, writ, judgment,
injunction, decree, determination, award, indenture, agreement, lease, or instrument described in
Section 5.02(e) in any respect that would have a Material Adverse Effect.



     5.03 No Governmental Approvals Required. No authorization, consent, approval, order, license
or permit from, or filing, registration, or qualification with, or exemption
from any



29









 




of the foregoing from, any Governmental Agency is or will be required to authorize or
permit under applicable Laws the execution, delivery, and performance by the Borrower of the Loan
Documents.




     5.04 Subsidiaries.



     (a) Schedule 5.04 hereto correctly sets forth as of December 31, 2006 the names, forms
of legal entity and jurisdictions of formation of all Subsidiaries of the Borrower and states
whether each is or is not a Consolidated Subsidiary. Except for shares of capital stock or
partnership interests in a Subsidiary required by applicable Laws to be held by a director or
comparable official of that Subsidiary and unless otherwise indicated in Schedule 5.04 or
where the failure to own all of the shares of capital stock or partnership interests in such
Subsidiary would not have a Material Adverse Effect, all of the outstanding shares of capital stock
or partnership interests of each Subsidiary are owned beneficially by the Borrower, and, to the
best knowledge of the Borrower, all securities and interests so owned are duly authorized, validly
issued, fully paid, non-assessable, and issued in compliance with all applicable state and federal
securities and other laws, and are free and clear of all Liens and Rights of Others.



     (b) Each Subsidiary is a corporation or other legal entity duly formed, validly existing, and
in good standing under the laws of its jurisdiction of formation, is duly qualified to do business
and is in good standing in each jurisdiction in which the conduct of its business or the ownership
or leasing of its properties makes such qualification necessary, except where the failure
to be so duly qualified and in good standing does not have a Material Adverse Effect, and has all
requisite legal power and authority to conduct its business and to own and lease its properties.



     (c) Each Subsidiary is in compliance with all Laws and other requirements applicable to its
business and has obtained all authorizations, consents, approvals, orders, licenses, and permits
from, and has accomplished all filings, registrations, and qualifications with, or obtained
exemptions from any of the foregoing from, any Governmental Agency that are necessary for the
transaction of its business, except where the failure to be in such compliance, obtain such
authorizations, consents, approvals, orders, licenses, and permits, accomplish such filings,
registrations, and qualifications, or obtain such exemptions, does not have a Material Adverse
Effect.



     5.05 Financial Statements. The Borrower has furnished to each Bank the following financial
statements: (i) the consolidated balance sheet of the Borrower and its Consolidated Subsidiaries
as at December 31, 2006, and the related consolidated statements of income, shareholders’ equity
and changes in financial position for the year then ended, together with the report of
PricewaterhouseCoopers on such financial statements and (ii) the consolidated balance sheet of the
Borrower and its Consolidated Subsidiaries as at June 30, 2007, and the related consolidated
statements of income, shareholder’s equity and changes in financial position for the three months
then ended. The foregoing financial statements are in accordance with the books and records of the
Borrower and its Consolidated Subsidiaries, were prepared in accordance with generally accepted
accounting principles applied consistently throughout the periods covered thereby and fairly
present the consolidated financial condition and results of
operations of the Borrower and the Consolidated Subsidiaries as at the dates and for the
periods covered thereby.



30









 





     5.06 No Material Adverse Change or Other Liabilities. Except as set forth in Section
5.09, since December 30, 2006, there has been no event or circumstance that has had a Material
Adverse Effect. The Borrower and the Consolidated Subsidiaries do not have any material liability
or material contingent liability required to be reflected or disclosed in the financial statements
or notes thereto described in Section 5.05 which is not so reflected or disclosed.



     5.07 Title to Assets. The Borrower has good and valid title to all of the assets reflected in
the financial statements described in Section 5.05 (except for assets that are sold in
transactions that are not prohibited by the terms of this Agreement) free and clear of all Liens
and Rights of Others other than (a) those reflected or disclosed in such financial statements or
notes thereto, (b) immaterial Liens or Rights of Others not required under generally accepted
accounting principles to be so reflected or disclosed, and (c) Liens or Rights of Others permitted
pursuant to Section 7.02.



     5.08 Regulated Industries. Neither the Borrower nor any of its Subsidiaries is or is required
to be registered under the Investment Company Act of 1940.



     5.09 Litigation. There are no actions, suits, proceedings or investigations pending or, to
the best of the Borrower’s knowledge, threatened against or affecting the Borrower or any of its
Subsidiaries or any property of any of them in any court of law or before any Governmental Agency
which, if determined adversely to any of them, would have a Material Adverse Effect, except as set
forth in Schedule 5.09 annexed hereto or as referred to in the Borrower’s news releases and
filings with the Securities and Exchange Commission made or filed on or prior to the Restatement
Date (including the Australian Competition and Consumer Commission investigation into industry
competitive practices, and any related or threatened inquiries, claims, proceedings or lawsuits
pertaining to this investigation or to the subject matter thereof or of the concluded
investigations by the U.S. Department of Justice, the European Commission and the Canadian
Department of Justice (including purported class actions seeking treble damages for alleged
unlawful competitive practices, and purported class actions related to alleged disclosure and
fiduciary duty violations pertaining to alleged unlawful competitive practices, which were filed
after the announcement of the U.S. Department of Justice investigation), as well as the impact of
potential violations of the U.S. Foreign Corrupt Practices Act based on issues in China).



     5.10 Binding Obligations. This Agreement constitutes the legal, valid, and binding obligation
of the Borrower, enforceable against the Borrower in accordance with its terms, except as
enforcement may be limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or
other similar laws relating to or affecting creditors’ rights generally or by equitable principles
relating to the granting of specific performance and other equitable remedies as a matter of
judicial discretion.



     5.11 No Default. No Default or Event of Default exists or has resulted from the incurring of
any Obligations by the Borrower. As of the Restatement Date, neither the Borrower
nor any Subsidiary is in default under or with respect to any material contractual obligation
in any respect which, individually or together with all such defaults, has had a Material Adverse
Effect.



31









 





     5.12 ERISA. (a) The actuarial present value of all vested accrued benefits under all Pension
Plans does not exceed the current fair market value of the assets determined on an ongoing basis of
the Pension Plans by an amount which would materially affect the financial condition or the
Borrower’s abilities to pay or perform its obligations under the Loan Documents; (b) no Pension
Plan or trust created thereunder has incurred any “accumulated funding deficiency” (as such term is
defined in Section 302 of ERISA) whether or not waived, since the effective date of ERISA; and (c)
based on information received from the respective administrators of “multiemployer plans” (as
defined in ERISA) to which the Borrower or any Subsidiary contributes, the aggregate present value
of the unfunded vested benefits allocable to the Borrower or such Subsidiaries under all such
multiemployer plans is not an amount which would materially affect the financial condition or the
Borrower’s abilities to pay or perform its obligations under the Loan Documents.



     5.13 Regulation U. Neither the Borrower nor any of its Subsidiaries is engaged principally,
or as one of its important activities, in the business of extending credit for purpose of “buying”
or “carrying” any Margin Stock within the meanings of Regulation U of the Board of Governors of the
Federal Reserve System. No part of any Borrowing will be used to buy or carry any Margin Stock, or
to extend credit to others for that purpose, or for any purpose, if to do so would violate the
provisions of Regulation U.



     5.14 Tax Liability. The Borrower and its Subsidiaries have filed all income tax returns which
are required to be filed, and have paid, or made provision for the payment of, all taxes which have
become due pursuant to said returns or pursuant to any assessment received by the Borrower or any
Subsidiary, except such taxes, if any, as are being contested in good faith and as to which
adequate reserves have been provided, and except such taxes the failure of which to pay will not
have a Material Adverse Effect.



     5.15 Copyrights, Patents, Trademarks and Licenses, etc. The Borrower or its Subsidiaries own
or are licensed or otherwise have the right to use all of the patents, trademarks, service marks,
trade names, copyrights, contractual franchises, authorizations and other rights that are
reasonably necessary for the operation of their respective businesses, where the failure to have
such rights would have a Material Adverse Effect. To the best knowledge of the Borrower, no slogan
or other advertising device, product, process, method, substance, part or other material now
employed, or now contemplated to be employed, by the Borrower or any Subsidiary infringes upon any
rights held by any other Person, where such infringement would create a Material Adverse Effect.



     5.16 Environmental Matters. The Borrower conducts in the ordinary course of business a review
of the effect of existing Environmental Laws and existing Environmental Claims on its business,
operations and properties, and as a result thereof the Borrower has reasonably concluded that such
Environmental Laws and Environmental Claims would not, individually or in the aggregate, have a
Material Adverse Effect.



     5.17 Insurance. The properties of the Borrower and its Subsidiaries are insured with
financially sound and reputable insurance companies not Affiliates of the Borrower, in such
amounts, with such deductibles and covering such risks as are customarily carried by companies



32









 




engaged in similar businesses and owning similar properties in localities where the Borrower or
such Subsidiary operates.




     5.18 Disclosure. No written statement made by the Borrower to the Banks in connection with
the Loan Documents or any Loan contains or will contain any untrue statement of a material fact or
omits or will omit a material fact necessary to make the statements contained or made therein not
misleading. There is no fact which the Borrower has not disclosed to the Banks in writing which
materially and adversely affects nor, so far as the Borrower can now foresee, is reasonably likely
to prove to affect materially and adversely the business, operations, properties, prospects,
profits or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a
whole, or the ability of the Borrower to perform the Obligations.



SECTION 6.

AFFIRMATIVE COVENANTS




     As long as any Borrowing remains unpaid, or any other Obligation remains unpaid or
unperformed, or any commitment to make Loans remains in effect, the Borrower shall, and shall cause
each of its Subsidiaries to, unless the Majority Banks otherwise consent in writing:



     6.01 Financial and Business Information. As long as any Borrowing remains unpaid or any other
Obligation remains unpaid or unperformed, or any Commitment remains in effect, the Borrower shall,
unless the Majority Banks otherwise consent in writing, deliver to the Banks at its own expense:



     (a) As soon as reasonably possible, and in any event within 60 days after the close of each of
the first three fiscal quarters of the Borrower, (i) the consolidated balance sheet of the Borrower
and its Consolidated Subsidiaries as of the end of such quarter, setting forth in comparative form
the corresponding figures for the corresponding quarter of the preceding fiscal year, if available,
and (ii) the consolidated statements of profit and loss and changes in financial position of the
Borrower and its Consolidated Subsidiaries for such quarter and for the portion of the fiscal year
ended with such quarter, setting forth in comparative form the corresponding periods of the
preceding fiscal year, all in reasonable detail, prepared in accordance with generally accepted
accounting principles consistently applied and certified by the principal financial officer of the
Borrower, subject to normal year-end audit adjustments;



     (b) As soon as reasonably possible, and in any event within 120 days after the close of each
fiscal year of the Borrower, (i) the consolidated balance sheets of the Borrower and its
Consolidated Subsidiaries as at the end of such fiscal year, setting forth in comparative form the
corresponding figures at the end of the preceding fiscal year and (ii) the consolidated statements
of profit and loss and changes in financial position of the Borrower and its Consolidated
Subsidiaries for such fiscal year, setting forth in comparative form the corresponding figures for
the previous fiscal year. Such consolidated balance sheet and statements shall be prepared in
reasonable detail, in accordance with generally
accepted accounting principles consistently
applied, and shall be accompanied by a report and opinion of PricewaterhouseCoopers or other
independent public accountants selected by the Borrower and reasonably satisfactory to the
Majority Banks, which report and opinion shall be prepared in accordance with generally



33









 




accepted
auditing standards and shall be subject only to such qualifications and exceptions as are
acceptable to the Majority Banks.




     6.02 Certificates; Other Information. As long as any Borrowing remains unpaid or any other
Obligation remains unpaid or unperformed, or any Commitment remains in effect, the Borrower shall
deliver or make available to the Banks via the Borrower’s website, averydennison.com or at its own
expense:



     (a) concurrently with the delivery of the financial statements referred to in Sections
6.01(a) and (b), a Compliance Certificate executed by a Designated Officer;



     (b) promptly after request by any Bank, copies of any material report filed by the Borrower or
any of its Subsidiaries with any Governmental Agency unless to do so would violate applicable Laws;
and



     (c) promptly after the same are available, at any Bank’s request, copies of each annual
report, proxy or financial statement or other material report or communication sent to all
stockholders of the Borrower, and copies of all annual, regular, periodic and special reports and
registration statements which the Borrower files with the Securities and Exchange Commission or any
similar or corresponding Governmental Agency or with any securities exchange.



     6.03 Notices. The Borrower shall promptly notify the Administrative Agent and each Bank:



     (a) promptly upon becoming aware of the occurrence of any (i) “reportable event” (as such term
is defined in Section 4043 of ERISA) or (ii) “prohibited transaction” (as such term is defined in
Section 406 or Section 2003(a) of ERISA) with respect to which the Borrower may be liable for
excise tax under Section 4975 of the Code in connection with any Pension Plan or any trust created
thereunder, in either case which may result in a Material Adverse Effect, a written notice
specifying the nature thereof, what action the Borrower and/or any of its Subsidiaries is taking or
proposes to take with respect thereto, and, when known, any action taken by the Internal Revenue
Service with respect thereto; it being understood that for purposes of this provision, “aware”
means that such event or transaction must be actually known to the chief financial officer or the
treasurer of the Borrower;



     (b) promptly upon, and in any event within five Business Days after, becoming aware of the
existence of any condition or event which constitutes a Default or an Event of Default a written
notice specifying the nature and period of existence thereof and what action the Borrower is taking
or proposes to take with respect thereto; it being understood that for purposes of this provision,
“aware” means that such condition or event must be actually known to the chief financial officer or
the treasurer of the Borrower;



     (c) promptly upon becoming aware that the holder of any evidence of indebtedness or other
security of the Borrower or any of its Subsidiaries that is material to the Borrower and its
consolidated Subsidiaries, considered as a whole, has given notice or taken any other action with
respect to a claimed default or event of default, a written notice specifying the notice given or
action taken by such holder and the nature of the claimed default or event of default and what
action the Borrower or its Subsidiary is taking or proposes to take with respect thereto; it
being understood that for purposes of this provision,



34









 




“aware” means that such notice or action must be
actually known to the chief financial officer or the treasurer of the Borrower;




     (d) of any change in accounting policies or financial reporting practices by the Borrower or
any of its consolidated Subsidiaries that is material to the Borrower and its consolidated
Subsidiaries considered as a whole; and



     (e) such other data and information as from time to time may be reasonably requested by any
Bank.



     6.04 Payment of Taxes and Other Potential Liens. Pay and discharge promptly, all taxes
(including any withholding taxes required by law to be paid by the Borrower), assessments, and
governmental charges or levies imposed upon it, upon its property or any part thereof, upon its
income or profits or any part thereof, in each case that, individually or in the aggregate, are
material to the Borrower and its Subsidiaries, considered as a whole, or upon any right or interest
of the Banks under any Loan Document; except that the Borrower and its Subsidiaries shall
not be required to pay or cause to be paid (a) any income or gross receipts tax generally
applicable to banks or (b) any tax, assessment, charge, or levy that is not yet past due, or is
being contested in good faith by appropriate proceedings, as long as the relevant entity has
established and maintains adequate reserves for the payment of the same and by reason of such
nonpayment no material property of the Borrower is in danger of being lost or forfeited.



     6.05 Preservation of Existence. Preserve and maintain their respective existence, licenses,
rights, franchises, and privileges in the jurisdiction of their formation and all authorizations,
consents, approvals, orders, licenses, permits, or exemptions from, or registrations with, any
Governmental Agency that are necessary for the transaction of their respective businesses, and
qualify and remain qualified to transact business in each jurisdiction in which such qualification
is necessary in view of their respective business or the ownership or leasing of their respective
properties, except that the failure to preserve and maintain any particular license, right,
franchise, privilege, authorization, consent, approval, order, permit, exemption, or registration,
or to qualify or remain qualified in any jurisdiction, that would not have a Material Adverse
Effect will not constitute a violation of this covenant, and except that nothing in this
Section 6.05 shall prevent the termination of the business or existence (corporate or
otherwise) of any Subsidiary of the Borrower which in the reasonable judgment of the Board of
Directors of the Borrower is no longer necessary or desirable.



     6.06 Maintenance of Properties. Maintain, preserve, and protect all of their respective
properties and equipment in good order and condition, subject to wear and tear in the ordinary
course of business and, in the case of unimproved properties, damage caused by the natural
elements, and not permit any waste of their respective properties, except where a failure
to maintain, preserve, and protect a particular item of property or equipment would not result in a
Material Adverse Effect.



     6.07 Maintenance of Insurance. Maintain insurance with responsible insurance companies in
such amounts and against such risks as is usually carried by responsible
companies engaged in similar businesses and owning similar assets in the general areas in
which the Borrower and its Subsidiaries operate except to the extent that the Borrower or a
Subsidiary is,



35









 




in the reasonable opinion of a Designated Officer, adequately self-insured in a
manner comparable to responsible companies engaged in similar businesses and owning similar assets
in the general areas in which the Borrower and its Subsidiaries operate.




     6.08 Compliance with Laws. Comply with the requirements of all applicable Laws and orders of
any Governmental Agency, noncompliance with which would result in a Material Adverse Effect,
except that the Borrower and its Subsidiaries need not comply with a requirement then being
contested by any of them in good faith by appropriate proceedings so long as no interest of the
Banks would be materially impaired thereby.



     6.09 Inspection Rights. At any time during regular business hours and as often as reasonably
requested, permit any Bank or any employee, agent, or representative thereof to examine, audit and
make copies and abstracts from the records and books of account of, and to visit and inspect the
properties of the Borrower and its Subsidiaries and to discuss the affairs, finances, and accounts
of the Borrower and its Subsidiaries with any of their officials, customers or vendors, and, upon
request, to furnish promptly to each Bank true copies of all material financial information
formally made available to the senior management of the Borrower and reasonably identifiable by the
Borrower. Nothing herein shall obligate the Borrower to disclose any information to the Banks
respecting trade secrets or similar proprietary information constituting products or processes
relating to the business of the Borrower or its Subsidiaries or in violation of applicable Laws.



     6.10 Keeping of Records and Books of Account. Keep adequate records and books of account
reflecting financial transactions in conformity with generally accepted accounting principles
applied on a consistent basis and all applicable requirements of any Governmental Agency having
jurisdiction over the Borrower or any of its Subsidiaries, except where the failure to comply with
generally accepted accounting principles or such applicable requirements would not make the records
and books of accounts of the Borrower and its Subsidiaries, taken as a whole, materially
misleading.



     6.11 ERISA Compliance. Comply with the minimum funding requirements of ERISA with respect to
all Pension Plans.



     6.12 Environmental Laws. Conduct its operations and keep and maintain its property in
compliance with all Environmental Laws where failure to do so will have a Material Adverse Effect.



     6.13 Use of Proceeds. Use the proceeds of the Loans for working capital, commercial paper
backup and other general corporate purposes not in contravention of any Law or of any Loan
Document, including acquiring other Persons so long as the acquisition is approved by the board of
directors, requisite general partners, requisite managers or other governing board or body of the
Person being acquired.



SECTION 7.

NEGATIVE COVENANTS




     As long as any Borrowing remains unpaid or any other Obligation remains unpaid or unperformed,
or any commitment to make Loans remains in effect, the Borrower shall not, and



36









 




shall cause each of
its Subsidiaries to not, unless the Majority Banks otherwise consent in writing:




     7.01 Type of Business. Make any substantial change in the present character of the business
of the Borrower and its Subsidiaries, taken as a whole.



     7.02 Liens. Create, incur, assume or permit to exist any Lien upon any of its property or
assets (other than Unrestricted Margin Stock) now owned or hereafter acquired if the aggregate
obligations secured by all such Liens exceeds, or would exceed (giving effect to any proposed new
Lien) an amount equal to 10% of Consolidated Net Worth, except:



     (a) Liens for taxes not delinquent or being contested in good faith by appropriate proceedings
in accordance with Section 6.04;



     (b) Liens arising in connection with workers’ compensation, unemployment insurance or social
security obligations;



     (c) mechanics’, workmen’s, materialmen’s, landlords’, carriers’, or other like Liens arising
in the ordinary course of business with respect to obligations which are not due or which are being
contested in good faith by appropriate proceedings;



     (d) minor Liens which do not in the aggregate materially detract from the value of its
property or assets or materially impair their use in the operation of the business of the Borrower
or the Subsidiary owning same;



     (e) Liens in existence on property at the time of its acquisition by the Borrower or its
Subsidiary;



     (f) Liens under the Loan Documents; and



     (g) purchase money Liens in connection with nonrecourse tax sale and leaseback transactions.



     7.03 Investments. Make or permit to exist any Investment in any Person, except:



     (a) credit extended in connection with the sale of goods or rendering of services in the
ordinary course of business;



     (b) Investments in a Consolidated Subsidiary;



     (c) Acquisitions;



     (d) Investments consisting of Cash Equivalents;



     (e) Investments that individually or in the aggregate would not result in a Material Adverse
Effect; and



37









 





     (f) Investments in corporations, joint ventures, partnerships and other Persons not
majority-owned by the Borrower and its Subsidiaries not exceeding 5% of Consolidated Net Worth in
the aggregate.



     7.04 Contingent Obligations. Incur or permit to exist any Contingent Obligation if the
aggregate of all Contingent Obligations exceeds, or would exceed (giving effect to any proposed new
Contingent Obligation) an amount equal to 5% of Consolidated Net Worth, except the
endorsement of negotiable instruments in the ordinary course of collection.



     7.05 Subordinated Debt. Make any principal prepayment on any Subordinated Debt or, if and so
long as Default or Event of Default exists, any payment of principal or interest on any
Subordinated Debt.



     7.06 Sale of Assets or Merger. Sell or otherwise dispose of all or substantially all of the
assets (other than Unrestricted Margin Stock), or merge with any other corporation unless the
Borrower or one of its Subsidiaries is the surviving corporation except that the sale of
all or substantially all of the assets of a Subsidiary of the Borrower, or the merger of any
Subsidiary of the Borrower when it is not the surviving corporation shall not violate this
Section 7.06 if the assets of that Subsidiary are not material in relation to the assets of
the Borrower and its Subsidiaries, taken as a whole.



     7.07 Financial Covenants.



     (a) Not permit the Leverage Ratio to exceed 3.50 to 1.00 at any time; and



     (b) Not permit the ratio of Consolidated Earnings Before Interest and Taxes to Consolidated
Interest to be less than 3.50 to 1.00 at any time.



     7.08 Use of Proceeds. Use any portion of the Loan proceeds, in any manner that might cause
the Loan or the application of such proceeds to violate Regulation U, Regulation T or Regulation X
of the Board of Governors of the Federal Reserve System or any other regulation of such Board or to
violate the Securities Exchange Act of 1934, as amended, in each case as in effect on the date or
dates of such Loan and such use of proceeds.



SECTION 8.

EVENTS OF DEFAULT AND REMEDIES UPON EVENTS OF DEFAULT




     8.01 Events of Default. There will be a default hereunder if any one or more of the following
events (“Events of Default”) occurs and is continuing, whatever the reason therefor:



     (a) failure of the Borrower to pay any installment of principal when due or to pay interest
hereunder or any fee or other amounts due to any Bank hereunder within three Business Days after
the date when due; or



     (b) the Borrower fails to perform or observe any other term, covenant, or agreement contained
in any Loan Document on its part to be performed or observed within 30 days after the date
performance is due; or



38









 





     (c) any representation or warranty in any Loan Document or in any certificate, agreement,
instrument, or other document made or delivered pursuant to or in connection with any Loan Document
proves to have been incorrect when made in any material respect; or



     (d) (i) the Borrower or any of its Subsidiaries (1) fails to pay the principal, or any
principal installment, or any present or future indebtedness for borrowed money, or any guaranty of
present or future indebtedness for borrowed money, within 10 days of the date when due (or within
any longer stated grace period), whether at the stated maturity, upon acceleration, by reason of
required prepayment or otherwise in excess of $50,000,000, or (2) fails to perform or observe any
other term, covenant, or agreement on its part to be performed or observed in connection with any
present or future indebtedness for borrowed money, or any guaranty of present or future
indebtedness for borrowed money, in excess of $50,000,000, if as a result of such failure any
holder or holders thereof (or an agent or trustee on its or their behalf) has the right to declare
it due before the date on which it otherwise would become due, or (ii) any default or event of
default pursuant to that certain Revolving Credit Agreement dated as of June 15, 2007, by and among
the Borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent; or



     (e) any Loan Document, at any time after its execution and delivery and for any reason other
than the agreement of the Banks or satisfaction in full of all the Obligations, ceases to be in
full force and effect or is declared by a court of competent jurisdiction to be null and void,
invalid, or unenforceable in any respect which is, in the reasonable opinion of the Majority Banks,
materially adverse to the interest of the Banks; or the Borrower denies that it has any or further
liability or obligation under any Loan Document; or



     (f) a final judgment against the Borrower or any of its Subsidiaries is entered for the
payment of money in excess of $50,000,000, and remains unsatisfied without procurement of a
stay of execution for 45 days after the date of entry of judgment or in any event later than
five days prior to the date of any proposed sale under such judgment; or



     (g) any Domestic Subsidiary, any Significant Subsidiary or the Borrower is the subject of an
order for relief by a bankruptcy court, or is unable or admits in writing its inability to pay its
debts as they mature, or makes an assignment for the benefit of creditors; or applies for or
consents to the appointment of any receiver, trustee, custodian, conservator, liquidator,
rehabilitator, or similar officer for it or for all or any part of its property; or any receiver,
trustee, custodian, conservator, liquidator, rehabilitator, or similar officer is appointed without
the application or consent of that entity and the appointment continues undischarged or unstayed
for 60 days; or institutes or consents to any bankruptcy, proposal in bankruptcy, insolvency,
reorganization, arrangement, readjustment of debt, dissolution, custodianship, conservatorship,
liquidation, rehabilitation, or similar proceeding relating to it or to all or any part of its
property under the laws of any jurisdiction; or any similar proceeding is instituted without the
consent of that entity and continues undismissed or unstayed for 60 days; or any judgment, writ,
warrant of attachment or execution, or similar process is issued or levied against all or any part
of the property of any such entity in an amount in excess of 10% of the total assets of such
entity, and is not released, vacated, or fully bonded within sixty (60) days after its issue or
levy, or the Borrower or any Domestic Subsidiary or any Significant Subsidiary shall take any
corporate action to authorize any of the actions set forth above in this subsection (g).



39









 





     8.02 Remedies Upon Event of Default.



     (a) Upon the occurrence of any Event of Default (other than an Event of Default described in
Section 8.01(g)): (i) all commitments to make Loans may be terminated by the Majority
Banks without notice to or demand upon the Borrower, which are expressly waived by the Borrower and
(ii) the Majority Banks may declare the unpaid principal of or unperformed balance of all
Obligations due to the Banks hereunder, all interest accrued and unpaid thereon, and all other
amounts payable under the Loan Documents to be forthwith due and payable, whereupon the same shall
become and be forthwith due and payable, without protest, presentment, notice of dishonor, demand,
or further notice of any kind, all of which are expressly waived by the Borrower.



     (b) Upon the occurrence of any Event of Default described in Section 8.01(g): (i) all
commitments to make Loans shall terminate without notice to or demand upon the Borrower, which are
expressly waived by the Borrower; and (ii) the unpaid principal of or unperformed balance of all
Obligations due to the Banks hereunder, and all interest accrued and unpaid on such obligations
shall be forthwith due and payable, without protest, presentment, notice of dishonor, demand, or
further notice of any kind, all of which are expressly waived by the Borrower.



     (c) Upon the occurrence of an Event of Default and acceleration of the unpaid principal of or
unperformed balance of all Obligations due to the Banks hereunder, as provided in Sections
8.02(a) or 8.02(b), the Administrative Agent and the Banks, or any of them, without
notice to or demand upon the Borrower, which are expressly waived by the Borrower, may proceed to
protect, exercise, and enforce their rights and remedies under the Loan Documents against the
Borrower and such other rights and remedies as are provided by law or equity. The
order and manner in which the rights and remedies of the Administrative Agent and the Banks
under the Loan Documents and otherwise may be protected, exercised, or enforced shall be determined
by the Majority Banks.



     (d) All payments received by the Administrative Agent and the Banks, or any of them, shall be
applied first to the costs and expenses (including attorneys fees and disbursements) of the
Administrative Agent, acting as Administrative Agent, and of the Banks and thereafter to the Banks
pro-rata according to the unpaid principal amount of the Loans held by each Bank. Regardless of
how any Bank may treat the payments for the purpose of its own accounting, for the purpose of
computing the Borrower’s Obligations hereunder, the payments shall be applied first, to the
payment of accrued and unpaid fees provided for hereunder and interest on all Obligations to and
including the date of such application, second, to the ratable payment of the unpaid
principal of all Loans, and third, to the payment of all other amounts then owing to the
Banks under the Loan Documents. No application of the payments will cure any Event of Default or
prevent acceleration, or continued acceleration, of amounts payable under the Loan Documents or
prevent the exercise, or continued exercise, of rights or remedies of the Administrative Agent or
Banks hereunder or under applicable Laws.



40









 





SECTION 9.

THE ADMINISTRATIVE AGENT




     9.01 Appointment and Authorization. Each Bank hereby irrevocably appoints and authorizes the
Administrative Agent to take such action as agent on its behalf and to exercise such powers under
the Loan Documents as are delegated to the Administrative Agent by the terms thereof or are
reasonably incidental, as determined by the Administrative Agent, thereto. This appointment and
authorization does not constitute appointment of the Administrative Agent as trustee for any Bank
and, except as specifically set forth herein to the contrary, the Administrative Agent shall take
such action and exercise such powers only in an administrative and ministerial capacity. Without
limiting the generality of the foregoing sentence, the use of the term “administrative agent” in
this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary
or other implied (or express) obligations arising under agency doctrine of any applicable law.
Instead, such term is used merely as a matter of market custom, and is intended to create or
reflect only an administrative relationship between independent contracting parties.



     9.02 Delegation of Duties. The Administrative Agent may execute any of its duties under this
Agreement or any other Loan Document by or through agents, employees or attorneys-in-fact and shall
be entitled to advice of counsel concerning all matters pertaining to such duties. The
Administrative Agent shall not be responsible for the negligence or misconduct of any agent or
attorney-in-fact that it selects with reasonable care.



     9.03 Administrative Agent and Affiliates. CUSA (and each successor Administrative Agent) and
its Affiliates have the same rights and powers under the Loan Documents as any other Bank and may
exercise the same as though CUSA (or any successor Administrative Agent) were not the
Administrative Agent; and the term “Bank” or “Banks” includes CUSA in its individual capacity.
CUSA (and each successor Administrative Agent) and its respective Affiliates may accept deposits
from, lend money to, and generally engage in any
kind of banking, trust or other business with the Borrower and any Affiliate of the Borrower,
as if it were not the Administrative Agent and without any duty to account therefor to the Banks.
CUSA (and each successor Administrative Agent) need not account to any other Bank for any monies
received by it for reimbursement of its costs and expenses as Administrative Agent hereunder, or
for any monies received by it in its capacity as a Bank hereunder, except as otherwise
provided herein.



     9.04 Banks’ Credit Decisions. Each Bank agrees that it has, independently and without
reliance upon the Administrative Agent, the Syndication Agent, any other Bank, or the directors,
officers, agents, or employees of the Administrative Agent, the Syndication Agent or of any other
Bank, and instead in reliance upon information supplied to it by or on behalf of the Borrower and
upon such other information as it has deemed appropriate, made its own independent credit analysis
and decision to enter into this Agreement. Each Bank also agrees that it shall, independently and
without reliance upon the Administrative Agent, the Syndication Agent, any other Bank, or the
directors, officers, agents, or employees of the Administrative Agent, the Syndication Agent or of
any other Bank, continue to make its own independent credit analyses and decisions in acting or not
acting under the Loan Documents. Except for notices, reports and other documents expressly herein
required to be furnished to the Banks by the



41









 




Administrative Agent, neither the Administrative Agent
nor the Syndication Agent shall have any duty or responsibility to provide any Bank with any credit
or other information concerning the business, prospects, operations, property, financial and other
condition or credit worthiness of the Borrower which may come into the possession of any of the
Agent-Related Persons or any of the Syndication Agent, its Affiliates and the officers, directors,
employees, agents and attorneys-in-fact of the Syndication Agent and its Affiliates.




     9.05 Action by Administrative Agent.



     (a) The Administrative Agent may assume that no Event of Default has occurred and is
continuing, unless the Administrative Agent has actual knowledge of the Event of Default, has
received notice from the Borrower stating the nature of the Event of Default and stating that such
notice is a “notice of default”, or has received notice from a Bank stating the nature of the Event
of Default and that that Bank considers the Event of Default to have occurred and to be continuing.



     (b) The Administrative Agent has only those obligations under the Loan Documents that are
expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall
have no duty to inspect any property of the Borrower although the Administrative Agent may in its
discretion periodically inspect any property from time to time.



     (c) Except for any obligation expressly set forth in the Loan Documents and as long as the
Administrative Agent may assume that no Event of Default has occurred and is continuing, the
Administrative Agent may, but shall not be required to, exercise its discretion to act or not act,
except that the Administrative Agent shall be required to act or not act upon the
instructions of the Majority Banks (or of all the Banks, to the extent required by Section
10.02) and those instructions shall be binding upon the Administrative Agent and all the Banks,
provided that the Administrative Agent shall not be required to act or not act if to do so
would
expose the Administrative Agent to significant personal liability or would be contrary to any
Loan Document or to applicable law.



     (d) If the Administrative Agent may not, pursuant to Section 9.05(a), assume that no
Event of Default has occurred and is continuing, the Administrative Agent shall give notice thereof
to the Banks and shall act or not act upon the instructions of the Majority Banks (or all of the
Banks, to the extent required by Section 10.02), provided that the Administrative
Agent shall not be required to act or not act if to do so would expose the Administrative Agent to
significant liability or would be contrary to any Loan Document or to applicable law. The
Administrative Agent will notify the Banks of its receipt of any such notice. The Administrative
Agent shall take such action with respect to such Default or Event of Default as may be requested
by the Majority Banks in accordance with Section 8; provided, however, that unless and
until the Administrative Agent has received any such request, the Administrative Agent may (but
shall not be obligated to) take such action, or refrain from taking such action, with respect to
such Default or Event of Default as it shall deem advisable or in the best interest of the Banks.



     (e) The Administrative Agent shall have no liability to any Bank for acting, or not acting, as
instructed by the Majority Banks (or all the Banks, if required under Section 10.02),
notwithstanding any other provision hereof.



42









 





     9.06 Liability of Administrative Agent. None of the Agent-Related Persons shall be liable for
any action taken or not taken by them under or in connection with the Loan Documents,
except for their own gross negligence or willful misconduct. Without limitation on the
foregoing, any Agent-Related Person:



     (a) may treat each Person whose name is recorded in the Register as a Bank hereunder until the
Administrative Agent receives notice of the assignment or transfer of such Person’s interests
hereunder in form satisfactory to the Administrative Agent, signed by that Bank;



     (b) may consult with legal counsel, in-house legal counsel, independent public accountants,
in-house accountants and other professionals, or other experts selected by it, of with legal
counsel, independent public accountants, or other experts for the Borrower, and shall not be liable
for any action taken or not taken by it in good faith in accordance with the advice of such legal
counsel, independent public accountants, or experts;



     (c) will not be responsible to any Bank for any statement, warranty, or representation made in
any of the Loan Documents or in any notice, certificate, report, request, or other statement
(written or oral) in connection with any of the Loan Documents;



     (d) except to the extent expressly set forth in the Loan Documents, will have no duty to
ascertain or inquire as to the performance or observance by the Borrower or any other Person of any
of the terms, conditions, or covenants of any of the Loan Documents or to inspect the property,
books, or records of the Borrower or any of its Subsidiaries or other Person;



     (e) will not be responsible to any Bank for the due execution, legality, validity,
enforceability, genuineness, effectiveness, sufficiency, or value of any Loan Document, any other
instrument or writing furnished pursuant thereto or in connection therewith;



     (f) will not incur any liability by acting or not acting in reliance upon any Loan Document,
notice, consent, certificate, statement, or other instrument or writing believed by it to be
genuine and signed or sent by the proper party or parties; the Administrative Agent shall in all
cases be fully protected in acting, or in refraining from acting, under this Agreement or any other
Loan Document in accordance with a request or consent of the Majority Banks and such request and
any action taken or failure to act pursuant thereto shall be binding upon all of the Banks (for
purposes of determining compliance with the conditions specified in Section 4.01, each Bank
that has executed this Agreement shall be deemed to have consented to, approved or accepted or to
be satisfied with, each document or other matter either sent by the Administrative Agent to such
Bank for consent, approval, acceptance or satisfaction, or required thereunder to be consented to
or approved by or acceptable or satisfactory to the Bank); and



     (g) will not incur any liability for any arithmetical error in computing any amount payable to
or receivable from any Bank hereunder, including without limitation payment of principal and
interest hereunder, payment of commitment fees, Loans, and other amounts; provided that
promptly upon discovery of such an error in computation, the Administrative Agent, the Banks and
(to the extent applicable) the Borrower shall make such adjustments as are



43









 




necessary to correct
such error and to restore the parties to the position that they would have occupied had the error
not occurred.




     9.07 Indemnification. Whether or not the transactions contemplated hereby are consummated,
the Banks shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or
on behalf of the Borrower and without limiting the obligation of the Borrower to do so), pro rata,
from and against any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, charges, expenses and disbursements (including, without limitation,
attorney’s fees and disbursements and the allocated cost of in-house counsel) of any kind or nature
whatsoever which may at any time (including at any time following repayment of the Loans and the
termination, resignation or replacement of the Administrative Agent or replacement of any Bank) be
imposed on, incurred by or asserted against any such Person in any way relating to or arising out
of this Agreement or any document contemplated by or referred to herein, or the transactions
contemplated hereby, or any action taken or omitted by any such Person under or in connection with
any of the foregoing, including with respect to any investigation, litigation or proceeding
(including any bankruptcy or other insolvency proceeding or appellate proceeding) related to or
arising out of this Agreement or the Loans or the use of the proceeds thereof, whether or not any
Indemnified Person is a party thereto (all the foregoing, collectively, the “Indemnified
Liabilities”); provided, however, that no Bank shall be liable for the payment to any
Agent-Related Person of any portion of such Indemnified Liabilities resulting solely from such
Person’s negligence or willful misconduct. Without limitation of the foregoing, each Bank shall
reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket
expenses (including fees and expenses of any counsel (including in-house counsel)) incurred by the
Administrative Agent in connection with the preparation, execution, delivery, administration,
modification, amendment, or enforcement (whether through negotiations, legal proceedings or
otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any
other Loan Document, or any document contemplated by or referred to herein, to the extent that the
Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrower. The
undertaking in this
Section shall survive the payment of all Obligations hereunder and the resignation or
replacement of the Administrative Agent.



     9.08 Successor Administrative Agent. The Administrative Agent may, and at the request of the
Majority Banks shall, resign as Administrative Agent upon 30 days’ notice to the Banks. If the
Administrative Agent resigns under this Agreement, the Majority Banks shall appoint from among the
Banks a successor agent for the Banks. If no successor agent is appointed prior to the effective
date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after
consulting with the Banks and the Borrower, a successor agent from among the Banks. Upon the
acceptance of its appointment as successor agent hereunder, such successor agent shall succeed to
all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative
Agent” shall mean such successor agent and the retiring Administrative Agent’s appointment, powers
and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent’s
resignation hereunder as Administrative Agent, the provisions of this Section 9 and
Section 10.03 shall inure to its benefit as to any actions taken or omitted to be taken by
it while it was Administrative Agent under this Agreement. If no successor agent has accepted
appointment as Administrative Agent by the date which is 30 days following a retiring
Administrative Agent’s notice of resignation, the retiring



44









 




Administrative Agent’s resignation shall
nevertheless thereupon become effective and the Banks shall perform all of the duties of the
Administrative Agent hereunder until such time, if any, as the Majority Banks appoint a successor
agent as provided for above.




     9.09 Withholding Tax. Each Bank that is a “foreign corporation, partnership or trust” within
the meaning of the Code shall deliver to the Administrative Agent, prior to becoming a Bank
(including after accepting an assignment of an interest herein) and promptly upon becoming aware
that any form or other documentation provided pursuant to this Section 9.09 has become
invalid, two duly signed completed copies of either IRS Form W-8BEN or any successor thereto
(relating to such Person and entitling it to an exemption from, or reduction of, withholding tax on
all payments to be made to such Person by the Borrower pursuant to this Agreement) or IRS Form
W-8ECI or any successor thereto (relating to all payments to be made to such Person by the Borrower
pursuant to this Agreement) or such other evidence satisfactory to the Borrower and the
Administrative Agent that such Person is entitled to an exemption from, or reduction of, U.S.
withholding tax. Thereafter and from time to time, each such Person shall (a) promptly submit to
the Administrative Agent such additional duly completed and signed copies of one of such forms (or
such successor forms as shall be adopted from time to time by the relevant United States taxing
authorities) as may then be available under then current United States laws and regulations to
avoid, or such evidence as is satisfactory to the Borrower and the Administrative Agent of any
available exemption from or reduction of, United States withholding taxes in respect of all
payments to be made to such Person by the Borrower pursuant to this Agreement, (b) promptly notify
the Administrative Agent of any change in circumstances which would modify or render invalid any
claimed exemption or reduction, and (c) take such steps as shall not be materially disadvantageous
to it, in the reasonable judgment of such Bank, and as may be reasonably necessary (including the
re-designation of its Lending Office) to avoid any requirement of applicable Laws that the Borrower
make any deduction or withholding for taxes from amounts payable to such Person. If such Person
fails to deliver the above forms or other documentation, then the Administrative Agent may withhold
from any interest payment to such Person an amount equivalent to the applicable withholding tax
imposed by Sections 1441
and 1442 of the Code, without reduction, and, unless such failure shall result from a change
in law making it impossible for such Person to provide such forms or other documentation, the
Borrower shall not be required to pay any additional amounts as a result of such withholding. If
any Governmental Authority asserts that the Administrative Agent did not properly withhold any tax
or other amount from payments made in respect of such Person, such Person shall indemnify the
Administrative Agent therefor, including all penalties and interest, any taxes imposed by any
jurisdiction on the amounts payable to the Administrative Agent under this Section, and costs and
expenses (including the reasonable fees and out-of-pocket expenses of any legal counsel (including
the allocated cost of in-house counsel)) of the Administrative Agent. The obligation of the Banks
under this Section shall survive the payment of all Obligations and the resignation or replacement
of the Administrative Agent.



45









 





     9.10 No Other Duties, etc. Anything herein to the contrary notwithstanding, none of the
Syndication Agent or Joint Lead Arrangers listed on the cover page hereof shall have any powers,
duties or responsibilities under this Agreement or any of the other Loan Documents, except in its
capacity, as applicable, as the Administrative Agent or a Bank.



SECTION 10.

MISCELLANEOUS




     10.01 Cumulative Remedies; No Waiver. The rights, powers, and remedies of the Administrative
Agent or any Bank provided in any Loan Document are cumulative and not exclusive of any right,
power, or remedy provided by law or equity. No failure or delay on the part of the Administrative
Agent or any Bank in exercising any right, power, or remedy may be, or may be deemed to be, a
waiver thereof; nor may any single or partial exercise of any right, power, or remedy preclude any
other or further exercise of any other right, power, or remedy. The terms and conditions of
Sections 4.01 and 4.02 are inserted for the sole benefit of the Banks and may be
waived by the Majority Banks in whole or in part with or without terms or conditions in respect of
any Loan, without prejudicing the Bank’s rights to assert them in whole or in part in respect of
any other Loans.



     10.02 Amendments; Consents. No amendment, modification, supplement, termination, or waiver of
any provision of this Agreement, and no consent to any departure by the Borrower therefrom, may in
any event be effective unless in writing signed by the Administrative Agent with the written
approval of the Majority Banks, and then only in the specific instance and for the specific purpose
given; and without the approval in writing of all the Banks, no amendment, modification,
supplement, termination, waiver, or consent may be effective:



     (a) to reduce the principal of, or the amount of principal, principal prepayments, or the rate
of interest payable on, any Obligation or increase the amount of any Commitment (except as provided
in Section 2.12) or decrease the amount of any fee payable to any Bank;



     (b) to postpone any date fixed for any payment of principal of, prepayment of principal of, or
any installment of interest on, any Obligation or any installment of any fee or to extend the term
of any Commitment (except as provided in Section 2.11);



     (c) to amend or modify the provisions of (i) the definitions of “Commitment” or “Majority
Banks” in Section 1.01, or (ii) Sections 2.11, 2.12, 10.02,
10.09, 10.11 or Section 8; or



     (d) to amend or modify any provision of this Agreement that expressly requires the consent or
approval of all the Banks;


provided, further, that no amendment, waiver or consent shall, unless in writing
and signed by the Administrative Agent in addition to the Majority Banks or all the Banks, as the
case may be, affect the rights or duties of the Administrative Agent under this Agreement or any
other Loan Document. Any amendment, modification, supplement, termination, waiver or consent
pursuant to this Section 10.02 shall apply equally to and be binding upon, all of the
Banks.




46









 








     10.03 Costs, Expenses and Taxes. The Borrower shall pay on demand the reasonable costs and
expenses of the Administrative Agent in connection with the negotiation, preparation, execution and
delivery, amendment, waiver, refinancing and restructuring of, and reorganization (including a
bankruptcy reorganization, if such payment is approved by the bankruptcy court) affecting, the Loan
Documents and the reasonable expenses of the Administrative Agent and the Banks in connection with
the enforcement of the Loan Documents, and any matter related thereto, including without limitation
filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other
out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counsel
(including the allocated cost of in-house counsel), independent public accountants, and other
outside experts retained by the Administrative Agent or the Banks. The Borrower shall pay any and
all documentary and other taxes (other than income or gross receipts taxes generally applicable to
banks) and all costs, expenses, fees, and charges payable or determined to be payable in connection
with the filing or recording of this Agreement, any other Loan Document, or any other instrument or
writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant
hereto or thereto, and shall reimburse, hold harmless, and indemnify the Administrative Agent and
the Banks from and against any and all loss, liability, or legal or other expense with respect to
or resulting from any delay in paying or failure to pay any tax, cost, expense, fee, or charge or
that any of them may suffer or incur by reason of the failure of the Borrower to perform any of the
Obligations. Any amount payable to the Administrative Agent or the Banks under this Section
10.03 shall bear interest from the date of demand for payment at the rate then in effect for
Base Rate Loans.



     10.04 Banks’ Relationship. Nothing contained in this Agreement or any other Loan Document and
no action taken by the Banks and the Borrower pursuant hereto or thereto may, or may be deemed to,
make any Bank and the Borrower a partnership, an association, a joint venture, or other entity.
The sole relationship between the Banks and the Borrower is that of lenders and borrower,
respectively. Each Bank’s obligation to make any Loan is several, and not joint or joint and
several, and is conditioned upon the performance by all other Banks of their obligations to make
Loans. A default by any Bank will not increase the Commitment of any other Bank. Any Bank not in
default may, if it desires, assume in such proportion as the non-defaulting Banks may agree the
obligations of any Bank in default, but is not obligated to do so.



     10.05 Survival of Representations and Warranties. All representations and warranties of the
Borrower contained herein or in any other Loan Document (including, for this
purpose, all representations and warranties contained in any certificate or other writing
required to be delivered by or on behalf of the Borrower pursuant to any Loan Document) will
survive the execution and delivery of this Agreement, and, in the absence of actual knowledge by
the Banks of the untruth of any representation or warranty, have been or will be relied upon by the
Banks, notwithstanding any investigation made by the Banks or on their behalf.



     10.06 Notices.



     (a) General. Unless otherwise expressly provided in the Loan Documents, all notices,
requests, demands, directions and other communications provided for hereunder or under any other
Loan Document shall be in writing (including by facsimile transmission). All such written notices
shall be mailed, faxed or delivered to the applicable address, facsimile number or (subject to
Section 10.21) electronic mail address, and all notices and other



47









 




communications expressly
permitted hereunder to be given by telephone shall be made to the applicable telephone number, as
follows:





     (i) if to the Borrower or the Administrative Agent, to the address, facsimile number,
electronic mail address or telephone number specified for such Person on Schedule
10.06 or to such other address, facsimile number, electronic mail address or telephone
number as shall be designated by such party in a notice to the other parties; and




     (ii) if to any other Bank, to the address, facsimile number, electronic mail address or
telephone number specified in its Administrative Questionnaire or to such other address,
facsimile number, electronic mail address or telephone number as shall be designated by such
party in a notice to the Borrower and the Administrative Agent.



     (b) Timing. All such notices and other communications shall be deemed to be given or
made upon the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if
delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B)
if delivered by mail, four Business Days after deposit in the United States mail, postage prepaid;
(C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if
delivered by electronic mail (subject to the provisions of Section 10.21(c)) when received;
provided, however, that notices and other communications to the Administrative
Agent and the Banks pursuant to Section 2 shall not be effective until actually received by
such Person. In no event shall a voicemail message be effective as a notice, communication or
confirmation hereunder.



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



     (d) Reliance by the Administrative Agent and Banks. The Administrative Agent and the
Banks shall be entitled to rely and act upon any notices purportedly given by or on behalf of
the Borrower even if (i) such notices were not made in a manner specified herein, were
incomplete or were not preceded or followed by any other form of notice specified herein, or (ii)
the terms thereof, as understood by the recipient, varied from any confirmation thereof. All
telephonic notices to and other communications with the Administrative Agent may be recorded by the
Administrative Agent, and each of the parties hereto hereby consents to such recording.



     10.07 Execution in Counterparts. This Agreement and any other Loan Document may be executed
in any number of counterparts and any party hereto or thereto may execute any counterpart, each of
which when executed and delivered will be deemed to be an original and all of which counterparts of
this Agreement or any other Loan Document, as the case may be, taken together will be deemed to be
but one and the same instrument. The execution of this Agreement or any other Loan Document by any
party hereto or thereto will not become effective until



48









 




counterparts hereof or thereof, as the case
may be, have been executed by all the parties hereto or thereto.




     10.08 Successors and Assigns.



     (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns permitted hereby, except that the
Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without
the prior written consent of each Bank (and any attempted assignment or transfer by the Borrower
without such consent shall be null and void). 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, Participants to the extent provided in subsection (d) of
this Section and, to the extent expressly contemplated hereby, the Indemnitees) any legal or
equitable right, remedy or claim under or by reason of this Agreement.



     (b) Any Bank may at any time assign, with, so long as no Event of Default has occurred and is
continuing, the consent of the Borrower (which consent may be given or withheld in the Borrower’s
sole discretion) to one or more Eligible Assignees all or a portion of its rights and obligations
under this Agreement (including all or a portion of its Commitment and the Loans at the time owing
to it); provided that (i) except in the case of an assignment of the entire remaining
amount of the assigning Bank’s Commitment and the Loans at the time owing to it or in the case of
an assignment to a Bank or an Affiliate of a Bank or an Approved Fund with respect to a Bank, the
aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder)
subject to each such assignment, determined as of the date the Assignment and Assumption with
respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is
specified in the Assignment and Assumption, as of the Trade Date, shall not be less than
$5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof, unless each of the
Administrative Agent and, so long as no Event of Default has occurred and is continuing, the
Borrower otherwise consents (each such consent to be within the discretion of the consenting
party), (ii) each partial assignment shall be made as an assignment of a proportionate part of all
the assigning Bank’s rights and obligations under this Agreement with respect to the Loans or the
Commitment assigned, (iii) the parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Assumption, together with a processing and recordation fee
of $3,500 (which fee shall not be payable by the Borrower) and (iv) no consent of the Borrower
shall be required if the proposed assignment is to another Bank, an Affiliate of a Bank or an
Approved Fund with respect to a Bank unless as a result of such assignment, the Borrower would
incur an additional cost pursuant to Section 3.06, but the assigning Bank shall give the
Administrative Agent and the Borrower written notice thereof. Subject to acceptance and recording
thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the
effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall
be a party to this Agreement and, to the extent of the interest assigned by such Assignment and
Assumption, have the rights and obligations of a Bank under this Agreement, and the assigning Bank
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 Bank’s rights and obligations under this Agreement, such
Bank shall cease to be a party hereto but shall continue to be entitled to the benefits of
Sections 3.01, 3.03 and 3.09



49









 




with respect to facts and circumstances
occurring prior to the effective date of such assignment). Any assignment or transfer by a Bank of
rights or obligations under this Agreement that does not comply with this subsection shall be
treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and
obligations in accordance with subsection (d) of this Section.




     (c) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall
maintain at the Administrative Agent’s Payment Office a copy of each Assignment and Assumption
delivered to it and a register for the recordation of the names and addresses of the Banks, and the
Commitments of, and principal amounts of the Loans owing to, each Bank pursuant to the terms hereof
from time to time (the “Register”). The entries in the Register shall be conclusive, and
the Borrower, the
Administrative Agent and the Banks may treat each Person whose name is recorded in the
Register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. The Register shall be available for inspection by the
Borrower and any Bank, at any reasonable time and from time to time upon reasonable prior notice.



     (d) Any Bank may at any time, without the consent of, but with notice to, the Borrower or the
Administrative Agent, sell participations to any Person (other than a natural person or the
Borrower or any of the Borrower’s Affiliates or Subsidiaries (each, a “Participant”)) in
all or a portion of such Bank’s rights and/or obligations under this Agreement (including all or a
portion of its Commitment and/or the Loans owing to it); provided that (i) such Bank’s
obligations under this Agreement shall remain unchanged, (ii) such Bank shall remain solely
responsible to the other parties hereto for the performance of such obligations and (iii) the
Borrower, the Administrative Agent and the other Banks shall continue to deal solely and directly
with such Bank in connection with such Bank’s rights and obligations under this Agreement. Any
agreement or instrument pursuant to which a Bank sells such a participation shall provide that such
Bank 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 Bank will not, without the consent of the Participant, agree to
any amendment, waiver or other modification that would (x) postpone any date upon which any payment
of money is to be paid to such Participant or (y) reduce the principal, interest, fees or other
amounts payable to such Participant. Subject to subsection (e) of this Section, the Borrower
agrees that each Participant shall be entitled to the benefits of Sections 3.01,
3.03 and 3.09 to the same extent as if it were a Bank and had acquired its interest
by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each
Participant also shall be entitled to the benefits of, and be subject to, Section 10.09 as
though it were a Bank.



     (e) A Participant shall not be entitled to receive any greater payment under Section 3.01,
3.03 or 3.09 than the applicable Bank would have been entitled to receive with
respect to the participation sold to such Participant, unless the sale of the participation to such
Participant is made with the Borrower’s prior written consent. A Participant that would be a
“foreign corporation, partnership or trust” as contemplated by Section 9.09 (a “Foreign
Bank”) if it were a Bank shall not be entitled to the benefits of Section 3.01 unless
the Borrower is notified of the participation sold to such Participant and such Participant agrees,
for the benefit of the Borrower, to comply with Section 9.09 as though it were a Bank.




50











 





     (f) Any Bank 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 Bank, including any pledge or
assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or
assignment shall release such Bank from any of its obligations hereunder or substitute any such
pledgee or assignee for such Bank as a party hereto.



     (g) As used herein, the following terms have the following meanings:




     “Eligible Assignee” means, (a) a Bank; (b) an Affiliate of a Bank; (c) an
Approved Fund; and (d) any other Person (other than a natural person) approved by (i) the
Administrative Agent, and (ii) unless (A) such Person is taking delivery of an assignment in
connection with physical settlement of a credit derivative transaction or (B) an Event of
Default has occurred and is continuing, the Borrower (each such consent to be within the
discretion of the consenting party); provided that notwithstanding the foregoing,
“Eligible Assignee” shall not include the Borrower or any of the Borrower’s Affiliates or
Subsidiaries




     “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.




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



     10.09 Right of Setoff; Sharing of Excess Payments.



     (a) The Borrower acknowledges that each Bank and each of its Affiliates have a contractual
right of setoff of amounts credited to any deposit account maintained by the Borrower with that
Bank or its Affiliates against the Obligations owed to that Bank or its Affiliates. Upon the
occurrence of an Event of Default which is then continuing, the Borrower consents to the exercise
by each Bank and its Affiliates of its right of setoff, as aforesaid, in accordance with applicable
Laws.



     (b) Each Bank severally agrees that if that Bank or any of its Affiliates shall, through the
exercise of a right of setoff, banker’s lien or counterclaim against the Borrower or by virtue of a
voluntary or involuntary payment received or applied, receive payment or reduction of a proportion
of the aggregate amount of principal and interest then due hereunder, or amounts due to that Bank
or its Affiliates in respect of fees hereunder (collectively, the “Aggregate Amounts Due”
to such Bank and such Affiliates), which is greater than the proportion received by any other Bank
in respect to the Aggregate Amounts Due to such other Bank, then the Bank and its Affiliates
receiving such greater proportionate payment shall purchase participations (which it shall be
deemed to have purchased from each seller simultaneously upon the receipt by such seller of its
portion of such payment) in the Aggregate Amounts Due to the other Banks so that all such
recoveries of Aggregate Amounts Due shall be shared by the Banks in proportion to the Aggregate
Amounts Due them. If all or a portion of any such excess payment is thereafter



51









 







recovered from any
Bank which received the same, the purchase provided for herein shall be rescinded to the extent of
such recovery, without interest.



     10.10 Indemnification by the Borrower. Whether or not the transactions contemplated hereby
are consummated, the Borrower agrees to indemnify, save and hold harmless each Agent-Related
Person, each Bank and their respective Affiliates, directors, officers, employees, counsel, agents,
advisors and attorneys-in-fact (collectively the “Indemnitees”) from and against: (a) any
and all claims, demands, actions or causes of action that are asserted against any Indemnitee by
any Person (other than the Administrative Agent, the Syndication Agent or any Bank) relating
directly or indirectly to a claim, demand, action or cause of action that such Person asserts or
may assert against the Borrower, any Affiliate of the Borrower or any of their respective officers
or directors which arises out of or in connection with the Loan Documents, the use of Loan proceeds
or the transactions contemplated thereby; (b) any and all claims, demands, actions or causes of
action that may at any time (including at any time following repayment of the Obligations and the
resignation or removal of the Administrative Agent or the replacement of any Bank) be asserted or
imposed against any Indemnitee, arising out of or relating to, the Loan Documents, any predecessor
loan documents, the Commitments, the use or contemplated use of the proceeds of any Loan, or the
relationship of the Borrower, the Administrative Agent, the Syndication Agent and the Banks under
this Agreement or any other Loan Document; (c) any administrative or investigative proceeding by
any Governmental Agency arising out of or related to a claim, demand, action or cause of action
described in subsection (a) or (b) above; and (d) any and all liabilities (including liabilities
under indemnities), losses, costs or expenses (including, without limitation, attorney’s fees and
disbursements and the allocated cost of in-house counsel) that any Indemnitee suffers or incurs as
a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or
as a result of the preparation of any defense in connection with any foregoing claim, demand,
action, cause of action or proceeding, and whether or not an Indemnitee is a party to such claim,
demand, action, cause of action or proceeding (all the foregoing, collectively, the
“Indemnified Liabilities”); provided that no Indemnitee shall be entitled to
indemnification for any claim caused by its own negligence or willful misconduct or for any loss
asserted against it by another Indemnitee. The agreements in this Section shall survive the
termination of the Commitments and repayment of all the other Obligations.



     10.11 Nonliability of Banks. Neither the Administrative Agent nor any Bank undertakes or
assumes any responsibility or duty to the Borrower to review, inspect, supervise,
pass judgment upon, or inform the Borrower of any matter in connection with any phase of the
Borrower’s business, operations, or condition, financial or otherwise. The Borrower shall rely
entirely upon its own judgment with respect to such matters, and any review, inspection,
supervision, exercise of judgment, or information supplied to the Borrower by the Administrative
Agent or any Bank in connection with any such matter is for the protection of the Administrative
Agent and the Banks, and neither the Borrower nor any third party is entitled to rely thereon.



     10.12 Confidentiality. Each Bank agrees to hold any confidential information which it may
receive from the Borrower pursuant to this Agreement in confidence, except for disclosure (a) to
its Affiliates, legal counsel, accountants, and other professional advisors to the Bank provided
that such advisors and Affiliates are obliged to hold such information in confidence, (b)
regulatory officials having jurisdiction over the Bank or its Affiliates, (c) as required by law or



52









 







legal process or in connection with any legal proceeding to which the Bank is a party provided that
the Borrower is notified prior to or concurrently with any such disclosure, and (d) to the
Administrative Agent or another Bank. This Agreement, and other confidential information as
approved by the Borrower at the time, may be disclosed, subject to an agreement containing
provisions substantially the same as those of this Section 10.12, to any Participants,
Eligible Assignees, potential Participants or potential Eligible Assignees.



     10.13 Investment Intent. Each Bank is making the Loans provided for herein for its own
account and not with a view to the distribution thereof, subject, nevertheless, to any requirement
that its property shall at all times be within its control, and subject further to the Bank’s right
(reserved hereby) to sell participations in the Loans pursuant to this Agreement.



     10.14 Further Assurances. The Borrower shall, at its expense and without expense to the
Administrative Agent or any Bank, do, execute, and deliver such further acts and documents as the
Administrative Agent from time to time reasonably requires for the assuring and confirming unto
them the rights hereby created or intended now or hereafter so to be, or for carrying out the
intention or facilitating the performance of the terms of any Loan Document.



     10.15 Integration. This Agreement, together with the other Loan Documents, comprises the
complete and integrated agreement of the parties on the subject matter hereof and supersedes all
prior agreements, written or oral, on the subject matter hereof; provided, however,
that the foregoing is subject to Section 5.18.



     10.16 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. The Loan Documents
shall be governed by, and construed and enforced in accordance with, the laws of California. The
Loan Documents were drafted with the joint participation of the Borrower and the Banks and shall be
construed neither against nor in favor of either, but rather in accordance with the fair meaning
thereof. All judicial proceedings brought against the Borrower with respect to this Agreement may
be brought in any state or federal court of competent jurisdiction in the State of California, and
by execution and delivery of this Agreement, the Borrower accepts for itself and in connection with
its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid
courts, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this
Agreement. The Borrower irrevocably waives any right it may have to assert the doctrine of
forum non conveniens or to object to venue to the extent any proceeding is
brought in accordance with this Section. EACH OF THE
PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY
CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM
RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS
BEING ESTABLISHED.



     10.17 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.



53









 





     10.18 Headings. Article and section headings in this Agreement and the other Loan Documents
are included for convenience of reference only and are not part of this Agreement or the other Loan
Documents for any other purpose.



     10.19 Time of the Essence. Time is of the essence of the Loan Documents.



     10.20 Judgment Currency. If, for the purposes of obtaining judgment in any court, it is
necessary to convert a sum due hereunder or any other Loan Document in one currency into another
currency, the rate of exchange used shall be that at which in accordance with normal banking
procedures the Administrative Agent could purchase the first currency with such other currency on
the Business Day preceding that on which final judgment is given. The obligation of the Borrower
in respect of any such sum due from them to the Administrative Agent or the Banks hereunder or
under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment
Currency”) other than that in which such sum is denominated in accordance with the applicable
provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent
that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so
due in the Judgment Currency, the Administrative Agent may in accordance with normal banking
procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the
Agreement Currency so purchased is less than the sum originally due to the Administrative Agent
from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and
notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such
obligation was owing against such loss. If the amount of the Agreement Currency so purchased is
greater than the sum originally due to the Administrative Agent in such currency, the
Administrative Agent agrees to return the amount of any excess to the Borrower (or to any other
Person who may be entitled thereto under applicable law).



     10.21 Website Communications.



     (a) The Borrower hereby agrees that it will provide to the Administrative Agent all
information, documents and other materials that it is obligated to furnish to the Administrative
Agent pursuant to the Loan Documents, including, without limitation, all notices, requests,
financial statements, financial and other reports, certificates and other information materials,
but excluding any such communication that (i) relates to a request for a new, or a conversion of an
existing, borrowing or other extension of credit (including any election of an interest rate or
interest period relating thereto), (ii) relates to the payment of any principal or other
amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any
default or event of default under this Agreement or (iv) is required to be delivered to satisfy any
condition precedent to the effectiveness of this Agreement and/or any borrowing or other extension
of credit thereunder (all such non-excluded communications being referred to herein collectively as
“Communications”), by transmitting the Communications in an electronic/soft medium in a
format acceptable to the Administrative Agent to oploanswebadmin@citigroup.com. In addition, the
Borrower agrees to continue to provide the Communications to the Administrative Agent in the manner
specified in the Loan Documents but only to the extent requested by the Administrative Agent.



54









 





     (b) The Borrower further agrees that the Administrative Agent may make the Communications
available to the Banks by posting the Communications on Intralinks or a substantially similar
electronic transmission systems (the “Platform”).



     THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE AGENT PARTIES (AS DEFINED BELOW) DO
NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM
AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY
KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR
FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE AGENT PARTIES IN CONNECTION WITH THE
COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS
AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR
REPRESENTATIVES (COLLECTIVELY, “AGENT PARTIES”) HAVE ANY LIABILITY TO BORROWER, ANY BANK OR
ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT OR
INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT,
CONTRACT OR OTHERWISE) ARISING OUT OF BORROWER’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF
COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY AGENT PARTY IS FOUND
IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY
FROM SUCH AGENT PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.



     (c) The Administrative Agent agrees that the receipt of the Communications by the
Administrative Agent at its e-mail address set forth above shall constitute effective delivery of
the Communications to the Administrative Agent for purposes of the Loan Documents. Each Bank
agrees that notice to it (as provided in the next sentence) specifying that the Communications have
been posted to the Platform shall constitute effective delivery of the Communications to such Bank
for purposes of the Loan Documents. Each Bank agrees to notify the Administrative Agent in writing
(including by electronic communication) from time to time of such Bank’s e-mail address to which
the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may
be sent to such e-mail address.



     Nothing herein shall prejudice the right of the Administrative Agent or any Bank to give any
notice or other communication pursuant to any Loan Document in any other manner specified in such
Loan Document.



55









 





     10.22 USA PATRIOT Act Notice. Each Bank (whether a party hereto on the date hereof or
hereafter) and the Administrative Agent (for itself and not on behalf of any Bank) hereby notify
the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. No.
107-56 (signed into law October 26, 2001)), it is required to obtain, verify and record information
that identifies the Borrower, which information includes the name and address of the Borrower and
other information that will allow such Bank or the Administrative Agent, as applicable, to identify
the Borrower in accordance with the USA PATRIOT Act and to provide notice of these requirements,
and this notice shall satisfy such notice requirements of the USA PATRIOT Act.



[The remainder of this page is intentionally left blank.]




56









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the date first above written.



	 	 	 	 	 	 	 
	 	 	AVERY DENNISON CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Executive Vice President, Finance	 	 
	 

	 	 	 	and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Vice President and Treasurer	 	 






S-1









 





	 	 	 	 	 	 	 
	 	 	CITICORP USA, INC., as Administrative Agent
and as a
Bank
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title	 	 	 	 
	 

	 	 	 	 	 	 





S-2









 






	 	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as Syndication Agent and as a
Bank
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title	 	 	 	 
	 

	 	 	 	 	 	 





S-3









 






	 	 	 	 	 	 	 
	 	 	                                                            , as a Bank	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title	 	 	 	 
	 

	 	 	 	 	 	 





S-4









 






SCHEDULE 1.01




MANDATORY COST RATE





	1.	 	The Mandatory Cost Rate is an addition to the interest rate to compensate Banks for the cost
of compliance with (a) the requirements of the Bank of England and/or the Financial Services
Authority of the United Kingdom (the “Financial Services Authority”) (or, in either
case, any other authority which replaces all or any of its functions) or (b) the requirements
of the European Central Bank.
	 
	2.	 	On the first day of each Interest Period (or as soon as possible thereafter) the
Administrative Agent shall calculate, as a percentage rate, a rate (the “Additional Cost
Rate”) for each Bank, in accordance with the paragraphs set out below. The Mandatory Cost
Rate will be calculated by the Administrative Agent as a weighted average of the Banks’
Additional Cost Rates (weighted in proportion to the percentage participation of each Bank in
the relevant Loan) and will be expressed as a percentage rate per annum.
	 
	3.	 	The Additional Cost Rate for any Bank lending from an office in a Participating Member State
will be the percentage notified by that Bank to the Administrative Agent. This percentage
will be certified by that Bank in its notice to the Administrative Agent to be its reasonable
determination of the cost (expressed as a percentage of that Bank’s participation in all Loans
made from that office) of complying with the minimum reserve requirements of the European
Central Bank in respect of loans made from that office.
	 
	4.	 	The Additional Cost Rate for any Bank lending from an office in the United Kingdom will be
calculated by the Administrative Agent as follows:






	 	a.	 	in relation to a sterling Loan:






	 	 	 
	AB
+ C(B — D) + E x 0.01

	 	per cent, per annum
	100 — (A+C)
	 	 











	 	b.	 	in relation to a Loan in any currency other than sterling:






	 	 	 
	                 
  E x 0.01               
 


	per cent, per annum 
	300
	 	 





Where:




	 	 	 
	A

	 	is the percentage of Eligible Liabilities (assuming these to be in
excess of any stated minimum) which that Bank is from time to time
required to maintain as an interest free cash ratio deposit with the
Bank of England to comply with cash ratio requirements.
	 
	 	 
	B

	 	is the Eurocurrency Base Rate applicable to such Loan.






Schedule 1.01-1









 






	 	 	 
	C

	 	is the percentage (if any) of Eligible Liabilities which that Bank is
required from time to time to maintain as interest bearing Special
Deposits with the Bank of England.
	 
	 	 
	D

	 	is the percentage rate per annum payable by the Bank of England to the
Administrative Agent on interest bearing Special Deposits.
	 
	 	 
	E

	 	is designed to compensate Banks for amounts payable under the Fees
Rules and is calculated by the Administrative Agent as being the
average of the most recent rates of charge supplied by the Sterling
Reference Banks to the Administrative Agent pursuant to paragraph 7
below and expressed in pounds per £1,000,000.







	5.	 	For the purposes of this Schedule:






	 	(a)	 	“Eligible Liabilities” and “Special Deposits” have the meanings
given to them from time to time under or pursuant to the Bank of England Act 1998 or
(as may be appropriate) by the Bank of England;
	 
	 	(b)	 	“Fees Rules” means the rules on periodic fees contained in the FSA
Supervision Manual or such other law or regulation as may be in force from time to time
in respect of the payment of fees for the acceptance of deposits;
	 
	 	(c)	 	“Fee Tariffs” means the fee tariffs specified in the Fees Rules under
the activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee
required pursuant to the Fees Rules but taking into account any applicable discount
rate); and
	 
	 	(d)	 	“Tariff Base” has the meaning given to it in, and will be calculated in
accordance with, the Fees Rules.






	6.	 	In application of the above formulae, A, B, C and D will be included in the formulae as
percentages (i.e. 5 per cent. will be included in the formula as 5 and not as 0.05). A
negative result obtained by subtracting D from B shall be taken as zero. The resulting figures
shall be rounded to four decimal places.
	 
	7.	 	If requested by the Administrative Agent, each Sterling Reference Bank shall, as soon as
practicable after publication by the Financial Services Authority, supply to the
Administrative Agent, the rate of charge payable by that Sterling Reference Bank to the
Financial Services Authority pursuant to the Fees Rules in respect of the relevant financial
year of the Financial Services Authority (calculated for this purpose by that Sterling
Reference Bank as being the average of the Fee Tariffs applicable to that Sterling Reference
Bank for that financial year) and expressed in pounds per £1,000,000 of the Tariff Base of
that Sterling Reference Bank.
	 
	8.	 	Each Bank shall supply any information required by the Administrative Agent for the purpose
of calculating its Additional Cost Rate. In particular, but without limitation, each Bank
shall supply the following information on or prior to the date on which it becomes a Bank:




Schedule 1.01-2









 












	 	(a)	 	the jurisdiction of its funding office; and
	 
	 	(b)	 	any other information that the Administrative Agent may reasonably require for
such purpose.






	 	 	Each Bank shall promptly notify the Administrative Agent of any change to the information
provided by it pursuant to this paragraph.
	 
	9.	 	The percentages of each Bank for the purpose of A and C above and the rates of charge of each
Sterling Reference Bank for the purpose of E above shall be determined by the Administrative
Agent based upon the information supplied to it pursuant to paragraphs 7 and 8 above and on
the assumption that, unless a Bank notifies the Administrative Agent to the contrary, each
Bank’s obligations in relation to cash ratio deposits and Special Deposits are the same as
those of a typical bank from its jurisdiction of incorporation with a funding office in the
same jurisdiction as its funding office.
	 
	10.	 	The Administrative Agent shall have no liability to any person if such determination results
in an Additional Cost Rate which over or under compensates any Bank and shall be entitled to
assume that the information provided by any Bank or Sterling Reference Bank pursuant to
paragraphs 3, 7 and 8 above is true and correct in all respects.
	 
	11.	 	The Administrative Agent shall distribute the additional amounts received as a result of the
Mandatory Cost Rate to the Banks on the basis of the Additional Cost Rate for each Bank based
on the information provided by each Bank and each Sterling Reference Bank pursuant to
paragraphs 3, 7 and 8 above.
	 
	12.	 	Any determination by the Administrative Agent pursuant to this Schedule in relation to a
formula, the Mandatory Cost Rate, an Additional Cost Rate or any amount payable to a Bank
shall, in the absence of manifest error, be conclusive and binding on all parties.
	 
	13.	 	The Administrative Agent may from time to time, after consultation with the Borrower and the
Banks, determine and notify to all parties any amendments which are required to be made to this
Schedule in order to comply with any change in law, regulation or any requirements from time to
time imposed by the Bank of England, the Financial Services Authority or the European Central Bank
(or, in any case, any other authority which replaces all or any of its functions) and any such
determination shall, in the absence of manifest error, be conclusive and binding on all
parties.




Schedule 1.01-3









 











SCHEDULE 2.01




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Pro Rata
	Bank	 	Commitment	 	Share of Commitment
	Citicorp USA Inc.
	 	$	117,500,000	 	 	 	11.750000000	%
	Bank of America, N.A.
	 	$	117,500,000	 	 	 	11.750000000	%
	JPMorgan Chase Bank, N.A.
	 	$	105,000,000	 	 	 	10.500000000	%
	Barclays Bank PLC
	 	$	105,000,000	 	 	 	10.500000000	%
	Wachovia Bank, N.A.
	 	$	105,000,000	 	 	 	10.500000000	%
	ABN Amro Bank NV
	 	$	85,000,000	 	 	 	8.500000000	%
	William Street Commitment Corp.
	 	$	85,000,000	 	 	 	8.500000000	%
	KBC Bank
	 	$	65,000,000	 	 	 	6.500000000	%
	Standard Chartered Bank
	 	$	65,000,000	 	 	 	6.500000000	%
	HSBC Bank USA, National Association
	 	$	65,000,000	 	 	 	6.500000000	%
	The Bank of New York
	 	$	50,000,000	 	 	 	5.000000000	%
	Wells Fargo Bank, National
Association
	 	$	35,000,000	 	 	 	3.500000000	%
	Total
	 	$	1,000,000,000	 	 	 	100.000000000	%






Schedule 2.01-1









 





SCHEDULE 5.04




SUBSIDIARIES




	 	 	 	 	 
	 	 	 	 	JURISDICTION
	 	 	 	 	IN WHICH
	 	 	2006 SUBSIDIARY	 	ORGANIZED
	1.

	 	A.V. CHEMIE GMBH
	 	SWITZERLAND
	2.

	 	ADC PHILIPPINES, INC.
	 	PHILIPPINES
	3.

	 	ADESPAN S.R.L.
	 	ITALY
	4.

	 	ADESPAN U.K. LIMITED
	 	UNITED KINGDOM
	5.

	 	AUSTRACOTE PTY LTD.
	 	AUSTRALIA
	6.

	 	AVERY (CHINA) COMPANY LIMITED
	 	CHINA
	7.

	 	AVERY CORP.
	 	U.S.A.
	8.

	 	AVERY DE MEXICO S.A. DE C.V.
	 	MEXICO
	9.

	 	AVERY DENNISON HOLDINGS (MALTA) LIMITED
	 	MALTA
	10.

	 	AVERY DENNISON (ASIA) HOLDINGS LIMITED
	 	MAURITIUS
	11.

	 	AVERY DENNISON (BANGLADESH) LTD.
	 	BANGLADESH
	12.

	 	AVERY DENNISON (FIJI) LIMITED
	 	FIJI
	13.

	 	AVERY DENNISON (FUZHOU) CONVERTED PRODUCTS LIMITED
	 	CHINA
	14.

	 	AVERY DENNISON (GUANGZHOU) CO. LTD.
	 	CHINA
	15.

	 	AVERY DENNISON (GUANGZHOU) CONVERTED PRODUCTS LIMITED
	 	CHINA
	16.

	 	AVERY DENNISON (HONG KONG) LIMITED
	 	HONG KONG
	17.

	 	AVERY DENNISON (INDIA) PRIVATE LIMITED
	 	INDIA
	18.

	 	AVERY DENNISON (IRELAND) LIMITED
	 	IRELAND
	19.

	 	AVERY DENNISON (KUNSHAN) CO., LIMITED
	 	CHINA
	20.

	 	AVERY DENNISON (MALAYSIA) SDN. BHD.
	 	MALAYSIA
	21.

	 	AVERY DENNISON (QINGDAO) CONVERTED PRODUCTS LIMITED
	 	CHINA
	22.

	 	AVERY DENNISON (SUZHOU) CO. LIMITED
	 	CHINA
	23.

	 	AVERY DENNISON (THAILAND) LTD.
	 	THAILAND
	24.

	 	AVERY DENNISON (VIETNAM) LIMITED
	 	VIETNAM
	25.

	 	AVERY DENNISON AUSTRALIA GROUP HOLDINGS PTY LIMITED
	 	AUSTRALIA
	26.

	 	AVERY DENNISON AUSTRALIA INTERNATIONAL HOLDINGS PTY LTD.
	 	AUSTRALIA
	27.

	 	AVERY DENNISON AUSTRALIA PTY LTD.
	 	AUSTRALIA
	28.

	 	AVERY DENNISON BELGIE BVBA
	 	BELGIUM
	29.

	 	AVERY DENNISON BV
	 	NETHERLANDS
	30.

	 	AVERY DENNISON C.A.
	 	VENEZUELA
	31.

	 	AVERY DENNISON CANADA INC.
	 	CANADA
	32.

	 	AVERY DENNISON CHILE S.A.
	 	CHILE
	33.

	 	AVERY DENNISON COLOMBIA S. A.
	 	COLOMBIA
	34.

	 	AVERY DENNISON CONVERTED PRODUCTS DE MEXICO, S.A. DE C.V.
	 	MEXICO
	35.

	 	AVERY DENNISON CONVERTED PRODUCTS EL SALVADOR S. A. DE
C. V.
	 	EL SALVADOR
	36.

	 	AVERY DENNISON COORDINATION CENTER BVBA
	 	BELGIUM
	37.

	 	AVERY DENNISON DE ARGENTINA S.A.
	 	ARGENTINA
	38.

	 	AVERY DENNISON DEUTSCHLAND GMBH
	 	GERMANY
	39.

	 	AVERY DENNISON DO BRASIL LTDA.
	 	BRAZIL
	40.

	 	AVERY DENNISON ETIKET TICARET LIMITED SIRKETI
	 	TURKEY
	41.

	 	AVERY DENNISON EUROPE HOLDING (DEUTSCHLAND) GMBH & CO KG
	 	GERMANY






Schedule 5.04-1









 






	 	 	 	 	 
	 	 	 	 	JURISDICTION
	 	 	 	 	IN WHICH
	 	 	2006 SUBSIDIARY	 	ORGANIZED
	42.

	 	AVERY DENNISON FINANCE BELGIUM BVBA
	 	BELGIUM
	43.

	 	AVERY DENNISON FINANCE FRANCE S. A. S.
	 	FRANCE
	44.

	 	AVERY DENNISON FINANCE GERMANY GMBH
	 	GERMANY
	45.

	 	AVERY DENNISON FINANCE LUXEMBOURG II SARL
	 	LUXEMBOURG
	46.

	 	AVERY DENNISON FINANCE LUXEMBOURG S. A. R. L.
	 	LUXEMBOURG
	47.

	 	AVERY DENNISON FOUNDATION
	 	U.S.A.
	48.

	 	AVERY DENNISON FRANCE S.A.S.
	 	FRANCE
	49.

	 	AVERY DENNISON G HOLDINGS I COMPANY
	 	U.S.A.
	50.

	 	AVERY DENNISON G HOLDINGS III COMPANY
	 	U.S.A.
	51.

	 	AVERY DENNISON G INVESTMENTS III LIMITED
	 	GIBRALTAR
	52.

	 	AVERY DENNISON G INVESTMENTS V LIMITED
	 	GIBRALTAR
	53.

	 	AVERY DENNISON GROUP DANMARK APS
	 	DENMARK
	54.

	 	AVERY DENNISON GROUP SINGAPORE (PTE) LIMITED
	 	SINGAPORE
	55.

	 	AVERY DENNISON HOLDING & FINANCE THE NETHERLANDS BV
	 	NETHERLANDS
	56.

	 	AVERY DENNISON HOLDING AG
	 	SWITZERLAND
	57.

	 	AVERY DENNISON HOLDING GMBH
	 	GERMANY
	58.

	 	AVERY DENNISON HOLDING LUXEMBOURG S. A. R. L.
	 	LUXEMBOURG
	59.

	 	AVERY DENNISON HOLDINGS LIMITED
	 	AUSTRALIA
	60.

	 	AVERY DENNISON HOLDINGS NEW ZEALAND LIMITED
	 	NEW ZEALAND
	61.

	 	AVERY DENNISON HONG KONG BV
	 	NETHERLANDS
	62.

	 	AVERY DENNISON HUNGARY LIMITED
	 	HUNGARY
	63.

	 	AVERY DENNISON IBERICA, S.A.
	 	SPAIN
	64.

	 	AVERY DENNISON INVESTMENTS LUXEMBOURG S.A.R.L.
	 	LUXEMBOURG
	65.

	 	AVERY DENNISON INVESTMENTS THE NETHERLANDS BV
	 	NETHERLANDS
	66.

	 	AVERY DENNISON ITALIA S.R.L.
	 	ITALY
	67.

	 	AVERY DENNISON KOREA LIMITED
	 	KOREA
	68.

	 	AVERY DENNISON LUXEMBOURG S.A.R.L.
	 	LUXEMBOURG
	69.

	 	AVERY DENNISON MANAGEMENT GMBH
	 	GERMANY
	70.

	 	AVERY DENNISON MANAGEMENT KGAA
	 	LUXEMBOURG
	71.

	 	AVERY DENNISON MANAGEMENT LUXEMBOURG S.A.R.L.
	 	LUXEMBOURG
	72.

	 	AVERY DENNISON MATERIALS FRANCE S.A.R.L.
	 	FRANCE
	73.

	 	AVERY DENNISON MATERIALS GMBH
	 	GERMANY
	74.

	 	AVERY DENNISON MATERIALS IRELAND LIMITED
	 	IRELAND
	75.

	 	AVERY DENNISON MATERIALS NEDERLAND BV
	 	NETHERLANDS
	76.

	 	AVERY DENNISON MATERIALS NEW ZEALAND LIMITED
	 	NEW ZEALAND
	77.

	 	AVERY DENNISON MATERIALS PTY LIMITED
	 	AUSTRALIA
	78.

	 	AVERY DENNISON MATERIALS SDN BHD
	 	MALAYSIA
	79.

	 	AVERY DENNISON MATERIALS U.K. LIMITED
	 	UNITED KINGDOM
	80.

	 	AVERY DENNISON MOROCCO SARL
	 	MOROCCO
	81.

	 	AVERY DENNISON NETHERLANDS INVESTMENT II B. V.
	 	NETHERLANDS
	82.

	 	AVERY DENNISON NETHERLANDS INVESTMENT III BV
	 	NETHERLANDS
	83.

	 	AVERY DENNISON NETHERLANDS INVESTMENT VI BV
	 	NETHERLANDS
	84.

	 	AVERY DENNISON NORDIC APS
	 	DENMARK
	85.

	 	AVERY DENNISON NORGE A/S
	 	NORWAY
	86.

	 	AVERY DENNISON OFFICE ACCESSORIES U.K. LIMITED
	 	UNITED KINGDOM
	87.

	 	AVERY DENNISON OFFICE PRODUCTS (NZ) LIMITED
	 	NEW ZEALAND
	88.

	 	AVERY DENNISON OFFICE PRODUCTS (PTY.) LTD.
	 	SOUTH AFRICA
	89.

	 	AVERY DENNISON OFFICE PRODUCTS COMPANY
	 	U.S.A.
	90.

	 	AVERY DENNISON OFFICE PRODUCTS DE MEXICO, S.A. DE C.V.
	 	MEXICO
	91.

	 	AVERY DENNISON OFFICE PRODUCTS EUROPE GMBH
	 	SWITZERLAND
	92.

	 	AVERY DENNISON OFFICE PRODUCTS FRANCE S. A. S.
	 	FRANCE
	93.

	 	AVERY DENNISON OFFICE PRODUCTS ITALIA S.R.L.
	 	ITALY






Schedule 5.04-2









 






	 	 	 	 	 
	 	 	 	 	JURISDICTION
	 	 	 	 	IN WHICH
	 	 	2006 SUBSIDIARY	 	ORGANIZED
	94.

	 	AVERY DENNISON OFFICE PRODUCTS MANUFACTURING U.K. LTD.
	 	UNITED KINGDOM
	95.

	 	AVERY DENNISON OFFICE PRODUCTS PTY LIMITED
	 	AUSTRALIA
	96.

	 	AVERY DENNISON OFFICE PRODUCTS U.K. LTD.
	 	UNITED KINGDOM
	97.

	 	AVERY DENNISON OSTERREICH GMBH
	 	AUSTRIA
	98.

	 	AVERY DENNISON OVERSEAS CORPORATION
	 	U.S.A.
	99.

	 	AVERY DENNISON OVERSEAS CORPORATION (JAPAN BRANCH)
	 	JAPAN
	100.

	 	AVERY DENNISON PENSION TRUSTEE LIMITED
	 	UNITED KINGDOM
	101.

	 	AVERY DENNISON PERU S. R. L.
	 	PERU
	102.

	 	AVERY DENNISON POLSKA SP. Z O.O.
	 	POLAND
	103.

	 	AVERY DENNISON PRAHA SPOL. R. O.
	 	CZECH REPUBLIC
	104.

	 	AVERY DENNISON REFLECTIVES DO BRAZIL LTDA.
	 	BRAZIL
	105.

	 	AVERY DENNISON RETAIL INFORMATION SERVICES DE MEXICO, S.
A. DE C.V.
	 	MEXICO
	106.

	 	AVERY DENNISON RETAIL INFORMATION SERVICES DOMINICAN
REPUBLIC, S. A.
	 	DOMINICAN REPUBLIC
	107.

	 	AVERY DENNISON RETAIL INFORMATION SERVICES GUATEMALA, S.
A.
	 	GUATEMALA
	108.

	 	AVERY DENNISON RFID COMPANY
	 	U.S.A.
	109.

	 	AVERY DENNISON RINKE GMBH
	 	GERMANY
	110.

	 	AVERY DENNISON RIS KOREA LTD.
	 	KOREA
	111.

	 	AVERY DENNISON RIS LANKA (PRIVATE) LIMITED
	 	SRI LANKA
	112.

	 	AVERY DENNISON SCANDINAVIA APS
	 	DENMARK
	113.

	 	AVERY DENNISON SCHWEIZ AG
	 	SWITZERLAND
	114.

	 	AVERY DENNISON SECURITY PRINTING EUROPE APS
	 	DENMARK
	115.

	 	AVERY DENNISON SHARED SERVICES, INC.
	 	U.S.A.
	116.

	 	AVERY DENNISON SINGAPORE (PTE) LTD
	 	SINGAPORE
	117.

	 	AVERY DENNISON SOUTH AFRICA (PROPRIETARY) LIMITED
	 	SOUTH AFRICA
	118.

	 	AVERY DENNISON SUOMI OY
	 	FINLAND
	119.

	 	AVERY DENNISON SVERIGE AB
	 	SWEDEN
	120.

	 	AVERY DENNISON SYSTEMES D’ETIQUETAGE FRANCE S.A.S.
	 	FRANCE
	121.

	 	AVERY DENNISON TAIWAN LIMITED
	 	TAIWAN
	122.

	 	AVERY DENNISON U.K. LIMITED
	 	UNITED KINGDOM
	123.

	 	AVERY DENNISON VERMOGENSVERWALTUNGS GMBH & CO K.G.
	 	GERMANY
	124.

	 	AVERY DENNISON ZWECKFORM AUSTRIA GMBH
	 	AUSTRIA
	125.

	 	AVERY DENNISON ZWECKFORM OFFICE PRODUCTS EUROPE GMBH
	 	GERMANY
	126.

	 	AVERY DENNISON ZWECKFORM OFFICE PRODUCTS 
MANUFACTURING
GMBH
	 	GERMANY
	127.

	 	AVERY DENNISON ZWECKFORM UNTERSTUTZUNGSKASSE GMBH
	 	GERMANY
	128.

	 	AVERY DENNISON, S.A. DE C.V.
	 	MEXICO
	129.

	 	AVERY DENNISON-MAXELL K. K.
	 	JAPAN
	130.

	 	AVERY GRAPHIC SYSTEMS, INC.
	 	U.S.A.
	131.

	 	AVERY GUIDEX LIMITED
	 	UNITED KINGDOM
	132.

	 	AVERY HOLDING LIMITED
	 	UNITED KINGDOM
	133.

	 	AVERY HOLDING S.A.S.
	 	FRANCE
	134.

	 	AVERY OFFICE PRODUCTS PUERTO RICO LLC
	 	PUERTO RICO
	135.

	 	AVERY PACIFIC LLC
	 	U.S.A.
	136.

	 	AVERY PROPERTIES PTY. LIMITED
	 	AUSTRALIA
	137.

	 	AVERY, INC.
	 	U.S.A.
	138.

	 	DENNISON COMERCIO, IMPORTACAS E EXPORTACAO LTDA.
	 	BRAZIL
	139.

	 	DENNISON DEVELOPMENT ASSOCIATES
	 	U.S.A.
	140.

	 	DENNISON INTERNATIONAL COMPANY
	 	U.S.A.
	141.

	 	DENNISON MANUFACTURING COMPANY
	 	U.S.A.






Schedule 5.04-3









 






	 	 	 	 	 
	 	 	 	 	JURISDICTION
	 	 	 	 	IN WHICH
	 	 	2006 SUBSIDIARY	 	ORGANIZED
	142.

	 	INDUSTRIAL DE MARCAS LTDA
	 	COLOMBIA
	143.

	 	JAC (U.K.) LIMITED
	 	UNITED KINGDOM
	144.

	 	JAC ASIA PACIFIC PTY LTD.
	 	AUSTRALIA
	145.

	 	JAC ASIA PACIFIC SDN BHD
	 	MALAYSIA
	146.

	 	JAC AUSTRALIA PTY LTD.
	 	AUSTRALIA
	147.

	 	JAC CARIBE C.S.Z.
	 	DOMINICAN REPUBLIC
	148.

	 	JAC DO BRASIL LTDA.
	 	BRAZIL
	149.

	 	JAC NEW ZEALAND LIMITED
	 	NEW ZEALAND
	150.

	 	JACKSTADT FRANCE S.N.C.
	 	FRANCE
	151.

	 	JACKSTADT FRANCE SARL
	 	FRANCE
	152.

	 	JACKSTADT GMBH
	 	GERMANY
	153.

	 	JACKSTADT SOUTH AFRICA (PTY) LTD.
	 	SOUTH AFRICA
	154.

	 	JACKSTADT VERMOGENSVERWALTUNGS GMBH
	 	GERMANY
	155.

	 	L&E AMERICAS SERVICIOS, S. A. DE C.V.
	 	MEXICO
	156.

	 	L&E PACKAGING FAR EAST LIMITED
	 	HONG KONG
	157.

	 	MODERN MARK INTERNATIONAL LIMITED
	 	HONG KONG
	158.

	 	MONARCH INDUSTRIES, INC.
	 	U.S.A.
	159.

	 	PT AVERY DENNISON INDONESIA
	 	INDONESIA
	160.

	 	PT AVERY DENNISON PACKAGING INDONESIA
	 	INDONESIA
	161.

	 	RF IDENTICS, INC.
	 	U.S.A.
	162.

	 	RINKE DIS TISCARET LTD (SIRKETI)
	 	TURKEY
	163.

	 	RINKE ETIKET SERVIS SANAYI VE TICARET LTD SIRKETI
	 	TURKEY
	164.

	 	RINKE FAR EAST LTD
	 	HONG KONG
	165.

	 	RIPRO FAR EAST LTD
	 	HONG KONG
	166.

	 	RVL AMERICAS, S DE R.L. DE C.V.
	 	MEXICO
	167.

	 	RVL CENTRAL AMERICA, S. A.
	 	GUATEMALA
	168.

	 	RVL PACKAGING FAR EAST LIMITED
	 	HONG KONG
	169.

	 	RVL PACKAGING INDIA PRIVATE LIMITED
	 	INDIA
	170.

	 	RVL PACKAGING MIDDLE EAST F.Z.C.
	 	UNITED ARAB EMIRATES
	171.

	 	RVL PACKAGING SINGAPORE PTE LTD.
	 	SINGAPORE
	172.

	 	RVL PACKAGING TAIWAN LTD.
	 	TAIWAN
	173.

	 	RVL PACKAGING, INC.
	 	U.S.A.
	174.

	 	RVL PHILIPPINES, INC.
	 	PHILIPPINES
	175.

	 	RVL PRINTED LABEL FAR EAST LIMITED
	 	HONG KONG
	176.

	 	RVL PRINTED LABELS, LLC
	 	U.S.A.
	177.

	 	RVL SERVICE, S. DE R. L. DE C. V.
	 	MEXICO
	178.

	 	SECURITY PRINTING DIVISION, INC.
	 	U.S.A.
	179.

	 	STIMSONITE AUSTRALIA PTY LIMITED
	 	AUSTRALIA
	180.

	 	TIADECO PARTICIPACOES, LTDA.
	 	BRAZIL
	181.

	 	UNIVERSAL PACKAGING & DESIGN, LTD.
	 	HONG KONG
	182.

	 	WORLDWIDE RISK INSURANCE, INC.
	 	U.S.A.






Schedule 5.04-4









 





SCHEDULE 5.09




LITIGATION



The Company has been designated by the U.S. Environmental Protection Agency (“EPA”) and/or other
responsible state agencies as a potentially responsible party (“PRP”) at eighteen waste disposal or
waste recycling sites, which are the subject of separate investigations or proceedings concerning
alleged soil and/or groundwater contamination and for which no settlement of the Company’s
liability has been agreed. The Company is participating with other PRPs at such sites, and
anticipates that its share of cleanup costs will be determined pursuant to remedial agreements
entered into in the normal course of negotiations with the EPA or other governmental authorities.



The Company has accrued liabilities for these and certain other sites, including sites in which
governmental agencies have designated the Company as a PRP, where it is probable that a loss will
be incurred and the cost or amount of loss can be reasonably estimated. However, because of the
uncertainties associated with environmental assessment and remediation activities, future expense
to remediate the currently identified sites and any sites which could be identified in the future
for cleanup could be higher than the liability currently accrued.



During the third quarter of 2006, the Company recognized additional liability of $13 million for
estimated environmental remediation costs for a former operating facility, for which $2 million had
been accrued in the second quarter of 2006. The amount accrued represents the lower end of the
current estimated range of $15 million to $17 million for costs expected to be incurred. Management
considered additional information provided by outside consultants in revising its previous
estimates of expected costs. This estimate could change depending on various factors such as
modification of currently planned remedial actions, changes in the site conditions, a change in the
estimated time to complete remediation, changes in laws and regulations affecting remediation
requirements and other factors.



Other amounts currently accrued are not significant to the consolidated financial position of the
Company and, based upon current information, management believes it is unlikely that the final
resolution of these matters will significantly impact the Company’s consolidated financial
position, results of operations or cash flows.



On June 18, 2007, the Canadian Department of Justice notified the Company that the Competition Law
Division of the Canadian Department of Justice had decided to close its criminal investigation
(initiated in July 2004) into competitive practices in the label stock industry without further
action, as described below.



On October 19, 2006, the U.S. Department of Justice notified the Company that the U.S. Department
of Justice had decided to close its criminal investigation (initiated in April 2003) into
competitive practices in the label stock industry without further action, as described below.



On November 15, 2006, the Company announced that it had been notified that the European Commission
(“EC”) had closed its investigation (initiated in May 2004) into the Company’s competitive
activities in the label stock industry with no action, as described below.




Schedule 5.09-1









 







On April 14, 2003, the Company announced that it had been notified that the U.S. Department of
Justice (“DOJ”) had initiated a criminal investigation into competitive practices in the label
stock industry. The Company cooperated with the now closed investigation.



On April 15, 2003, the U.S. Department of Justice filed a complaint in the U.S. District Court for
the Northern District of Illinois (“DOJ Merger Complaint”) seeking to enjoin the proposed merger of
UPM-Kyrnrnene (“UPM) and the Morgan Adhesives (“MACtac”) division of Bemis Co., Inc. (“Bemis”). The
DOJ Merger Complaint included references not only to the parties to the merger, but also to an
unnamed “Leading Producer” of North American label stock, which is the Company. The DOJ Merger
Complaint asserted that “UPM and the Leading Producer have already attempted to limit competition
between themselves, as reflected in written and oral communications to each other through high
level executives regarding explicit anticompetitive understandings, although the extent to which
these efforts have succeeded is not entirely clear to the United States at the present time.” On
July 25, 2003, the United States District Court for the Northern District of Illinois entered an
order enjoining the proposed merger. UPM and Bemis thereafter agreed to terminate the merger
agreement.



On April 24, 2003, Sentry Business Products, Inc. filed a purported class action in the United
States District Court for the Northern District of Illinois against the Company, UPM, Bemis and
certain of their subsidiaries seeking treble damages and other relief for alleged unlawful
competitive practices, essentially repeating the underlying allegations of the DOJ Merger
Complaint. Ten similar complaints were filed in various federal district courts. In November 2003,
the cases were transferred to the United States District Court for the Middle District of
Pennsylvania and consolidated for pretrial purposes. Plaintiffs filed a consolidated complaint on
February 16,2004, which the Company answered on March 31,2004. On April 14,2004, the court
separated the proceedings as to class certification and merits discovery, and limited the initial
phase of discovery to the issue of the appropriateness of class certification. On January 4,2006,
plaintiffs filed an amended complaint. On March 1,2007, the court heard oral argument on the issue
of the appropriateness of class certification. The Company intends to defend these matters
vigorously.



On May 6, 2003, Sekuk Global Enterprises filed a purported stockholder class action in the United
States District Court for the Central District of California against the Company and Messrs. Neal,
O’Bryant and Skovran (then CEO, CFO and Controller, respectively) seeking damages and other relief
for alleged disclosure violations pertaining to alleged unlawful competitive practices.
Subsequently, another similar action was filed in the same court. On September 24,2003, the court
appointed a lead plaintiff, approved lead and liaison counsel and ordered the two actions
consolidated as the “In Re Avery Dennison Corporation Securities Litigation.” Pursuant to court
order and the parties’ stipulation, plaintiff filed a consolidated complaint in mid-February 2004.
The court approved a briefing schedule for defendants’ motion to dismiss the consolidated
complaint, with a contemplated hearing date in June 2004. In January 2004, the parties stipulated
to stay the consolidated action, including the proposed briefing schedule, pending the outcome of
the government investigation of alleged anticompetitive conduct by the Company. On January 12,2007,
following the DOJ’s closing of its investigation, the plaintiffs filed a notice of voluntary
dismissal of the case without prejudice. On January 17, 2007, the Court entered an order dismissing
the case.




Schedule 5.09-2









 







On May 21, 2003, The Harman Press filed in the Superior Court for the County of Los Angeles,
California, a purported class action on behalf of indirect purchasers of label stock against the
Company, UPM and UPM’s subsidiary Raflatac (“Raflatac”), seeking treble damages and other relief
for alleged unlawful competitive practices, essentially repeating the underlying allegations of the
DOJ Merger Complaint. Three similar complaints were filed in various California courts. In November
2003, on petition from the parties, the California Judicial Council ordered the cases be
coordinated for pretrial purposes. The cases were assigned to a coordination trial judge in the
Superior Court for the City and County of San Francisco on March 30,2004. On January 21, 2005,
American International Distribution Corporation filed a purported class action on behalf of
indirect purchasers in the Superior Court for Chittenden County, Vermont. Similar actions were
filed by Richard Wrobel, on February 16,2005, in the District Court of Johnson County, Kansas; and
by Chad and Terry Muzzey, on February 16,2005 in the District Court of Scotts Bluff County,
Nebraska. On February 17,2005, Judy Benson filed a purported multi-state class action on behalf of
indirect purchasers in the Circuit Court for Cocke County, Tennessee. The Company intends to defend
these matters vigorously.



On May 25, 2004, officials from the European Commission (“EC”), assisted by officials from national
competition authorities, launched unannounced inspections of and obtained documents from the
Company’s pressure-sensitive materials facilities in the Netherlands and Germany. The investigation
apparently sought evidence of unlawful anticompetitive activities affecting the European paper and
forestry products sector, including the label stock market. The Company cooperated with the now
closed investigation.



On May 18, 2005, Ronald E. Dancer filed a purported class action in the United States District
Court for the Central District of California against the Company, Mr. Neal, Karyn Rodriguez (VP and
Treasurer) and James Bochinski (then VP, Compensation and Benefits), for alleged breaches of
fiduciary duty under the Employee Retirement Income Security Act to the Company’s Employee Savings
Plan and Plan participants. The plaintiff alleges, among other things, that permitting investment
in and retention of Company Common Stock under the Plan was imprudent because of alleged
anticompetitive activities by the Company, and that failure to disclose such activities to the Plan
and participants was unlawful. Plaintiff seeks an order compelling defendants to compensate the
Plan for any losses and other relief. The court approved the parties’ stipulation to stay the
matter pending the outcome of the government investigation of alleged anticompetitive conduct by
the Company. The Company intends to defend this matter vigorously.



On August 18, 2005, the Australian Competition and Consumer Commission notified two of the
Company’s subsidiaries, Avery Dennison Material Pty Limited and Avery Dennison Australia Pty Ltd,
that it was seeking information in connection with a label stock investigation. The Company is
cooperating with the investigation.



On October 19, 2006, the DOJ notified the Company that the DOJ decided to close its criminal
investigation into competitive practices in the label stock industry without further action.



On November 15, 2006, the Company announced that it had been notified that the EC had closed its
investigation into the Company’s competitive activities in the label stock industry with no action.




Schedule 5.09-3









 







On June 18, 2007, the Canadian Department of Justice notified the Company that the Competition Law
Division of the Canadian Department of Justice had decided to close its criminal investigation into
competitive practices in the label stock industry without further action.



The Board of Directors created an ad hoc committee comprised of independent directors to oversee
the foregoing matters.



The Company is unable to predict the effect of these matters at this time, although the effect
could be adverse and material.



In 2005, the Company contacted relevant authorities in the U.S. and reported the results of an
internal investigation of potential violations of the U.S. Foreign Corrupt Practices Act. The
transactions at issue were carried out by a small number of employees of the reflective business in
China, and involved, among other things, impermissible payments or attempted impermissible
payments. The payments or attempted payments and the contracts associated with them appear to have
been relatively minor in amount and of limited duration. Corrective and disciplinary actions have
been taken. Sales of the reflective business in China in 2005 were approximately $7 million. Based
on findings to date, no changes to the Company’s previously filed financial statements were
warranted as a result of these matters. However, the Company expects that fines or other penalties
may be incurred. While the Company is unable to predict the financial or operating impact of any
such fines or penalties, the Company believes that our behavior in detecting, investigating,
responding to and voluntarily disclosing these matters to authorities should be viewed favorably.



The Company and its subsidiaries are involved in various other lawsuits, claims and inquiries, most
of which are routine to the nature of the business. Based upon current information, the Company
believes that the resolution of these other matters will not materially affect us.





Schedule 5.09-4









 








SCHEDULE 10.06




LENDING OFFICES AND

ADDRESSES FOR NOTICES




AVERY DENNISON CORPORATION




	 	 	 
	AVERY DENNISON CORPORATION
	150 North Orange Grove Boulevard
	Pasadena, California 91103
	Attention:

	 	Karyn E. Rodriguez
	 

	 	Vice President and Treasurer
	 

	 	Telephone: 626-304-2210
	 

	 	Facsimile: 626-304-2319






CITICORP USA, INC.



Administrative Agent’s Payment Office and CUSA’s Lending Office


(for payments and Notices of Borrowing and Notices of Conversion/Continuation):




	 	 	 
	Citibank, N.A.
	Global Loans Operations
	2 Penns Way, Suite 200
	New Castle, Delaware 19726
	Attention:

	 	Vincent Farrell
	 

	 	Telephone: 302-894-6032
	 

	 	Facsimile: 302-894-6120






Other Notices:



Domestic and Eurocurrency Lending Office:




	 	 	 
	Citicorp USA, Inc.
	1 Court Square
	Long Island City, NY 11120
	Attention:

	 	Melanie Vora
	 

	 	Telephone: 718-248-5698
	 

	 	Facsimile: 718-240-4844





Notices (other than Notices of Borrowing and Notices of Conversion/Continuation):




Citibank, N.A.

Bank Loan Syndications

2 Penns Way, Suite 200

New Castle, Delaware 19720




Schedule 10.06-1









 





	 	 	 
	Attention:

	 	Janet Wallace-Himmler
	 

	 	Telephone: 302-894-6029
	 

	 	Facsimile: 212-994-0961
	 

	 	janet.wallacehimmler@citigroup.com






BANK OF AMERICA, N.A.



Loan repayments, interest, fees:




	 	 	 
	Bank of America, N.A.
	2001 Clayton Rd, Building B, 2nd Floor
	Mail Code: CA4-702-02-25
	Concord, CA 94520-2405
	Attention:

	 	Jesse Phalen
	 

	 	Telephone: 925-675-8458
	 

	 	Facsimile: 888-969-9228
	 

	 	Electronic Mail: jesse.c.phalen@bankofamerica.com






Other Notices:




	 	 	 
	Bank of America, N.A.
	333 S. Hope Street, 24th Floor
	Mail Code: CA9-193-24-05
	Los Angeles, CA 90071
	Attention:

	 	Bob Troutman
	 

	 	Telephone: 213-621-8765
	 

	 	Facsimile: 213-621-8793
	 

	 	Electronic Mail: bob.troutman@bankofamerica.com
	 

	 	Scott Lambert
	 

	 	Telephone: 213-621-8766
	 

	 	Facsimile: 213-621-8793
	 

	 	Electronic Mail: scott.lambert@bankofamerica.com






[OTHER BANKS]




Schedule 10.06-2









 





EXHIBIT A




FORM OF NOTICE OF BORROWING




TO: Citicorp USA, Inc., as Administrative Agent




     Pursuant to Section 2.03 of that certain First Amended and Restated Revolving Credit
Agreement dated as of August 10, 2007 (as from time to time amended, extended, restated, modified
or supplemented, the “Credit Agreement;” capitalized terms used herein shall have the
meanings assigned to them in the Credit Agreement), among Avery Dennison Corporation (the
“Borrower”), the Banks named therein (the “Banks”), Citicorp USA, Inc., as
administrative agent (the “Administrative Agent”), and Bank of America, N.A., as
syndication agent, this represents the Borrower’s request to borrow on                      from the Banks,
according to their respective Pro Rata Share, [$]
[€]
[₤]                      as [Base Rate] [Eurocurrency
Rate] Loans. [The initial Interest Period for such Eurocurrency Rate is requested to be a
                    -month period]. The proceeds of such Loans are to be deposited in the Borrower’s account at
the Administrative Agent.



     The undersigned Designated Officer hereby certifies that [, except as described in a schedule
attached hereto (which is subject to the approval of the Majority Banks),] the representations and
warranties contained in Section 5 of the Credit Agreement [(other than in Sections
5.06 and 5.09)] are true and correct in all material respects, and are deemed made, on
and as of the date of the Loan as though made on and as of that date, and no state of facts
constituting a Default or an Event of Default has occurred and is continuing or will result from
the proposed borrowing.



DATED:




	 	 	 	 	 	 	 
	 	 	AVERY DENNISON CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Its	 	 	 	 
	 

	 	 	 	 

	 	 






Notice Of Borrowing




A-1









 





EXHIBIT B




FORM OF NOTICE OF CONVERSION/CONTINUATION




Citicorp USA, Inc., as Administrative Agent




     1. Conversion Selection. Pursuant to Section 2.04 of that certain First
Amended and Restated Revolving Credit Agreement dated as of August 10, 2007 (as from time to time
amended, extended, restated, modified or supplemented, the “Credit Agreement;” capitalized
terms used herein shall have the meanings assigned to them in the Credit Agreement), among Avery
Dennison Corporation (the “Borrower”), the Banks named therein (the “Banks”),
Citicorp USA, Inc., as administrative agent (the “Administrative Agent”), and Bank of
America, N.A., as syndication agent, this represents the Borrower’s request to convert [$] [€] [₤]
                    
of existing [Base Rate] [Eurocurrency Rate] Loans on                                   , 20                                   , into [Eurocurrency
Rate] [Base Rate] Loans, as follows:



	 	 	 
	 	 	Interest Period
	 	 	(Eurocurrency
	Amount	 	Rate Loans)
	[$] [€] [₤]                     
	 	                     months






     2. Continuation Selection. (Eurocurrency Rate Loans). Pursuant to Section
2.04 of the Agreement, please continue [$] [€] [₤]                      of existing Eurocurrency Rate Loans,
the final day of the current Interest Period of which is                                   , 20                                   , as follows:



	 	 	 
	 	 	Requested Interest
	 	 	Period
	 	 	(Eurocurrency
	Amount	 	Rate Loans)
	[$] [€] [₤]                     
	 	                     months






Notice of Conversion/Continuation




B-1









 





     3. Representations and Warranties; No Default. The undersigned Designated Officer
hereby certifies that [, except as described in a schedule attached hereto (which is subject to the
approval of the Majority Banks),] the representations and warranties contained in Section 5
of the Credit Agreement (other than in Sections 5.06 and 5.09) are true and correct
in all material respects, and are deemed made, on and as of the date of the [conversion]
[continuation] requested hereby as though made on and as of that date, and no state of facts
constituting a Default or an Event of Default has occurred and is continuing or will result from
the proposed [conversion] [continuation].



	 	 	 	 	 	 	 
	 	 	AVERY DENNISON CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Its	 	 	 	 
	 

	 	 	 	 

	 	 






Notice of Conversion/Continuation




B-2









 





EXHIBIT C




COMPLIANCE CERTIFICATE




Citicorp USA, Inc., as Administrative Agent




     Reference is made to that certain First Amended and Restated Revolving Credit Agreement dated
as of August 10, 2007 (as from time to time amended, extended, restated, modified or supplemented,
the “Credit Agreement;” capitalized terms used herein shall have the meanings assigned to
them in the Credit Agreement), among Avery Dennison Corporation (the “Borrower”), the Banks
named therein (the “Banks”), Citicorp USA, Inc., as administrative agent (the
“Administrative Agent”), and Bank of America, N.A., as syndication agent.



     I,                     , hereby certify that I am a Designated Officer of the Borrower holding
the office set forth below my signature and that:



     1. Based on the duly certified financial statements delivered concurrently with this
Certificate, as of the date thereof:



	 	 	 	 	 
	A. LEVERAGE RATIO (Section 7.07(a))
	 	 	 	 
	 
	 	 	 	 
	1. Consolidated Debt:
	 	$	                  	 
	2. Consolidated EBITDA
	 	 	 	 
	a. Consolidated Net Income:
	 	$	                  	 
	b. Consolidated Interest:
	 	$	                  	 
	c. Provision for income taxes:
	 	$	                  	 
	d. Depreciation and amortization expense:
	 	$	                  	 
	e. Total (Lines A.2.a + b + c + d):
	 	$	 	 
	 
	 	 	 	 
	4. Leverage Ratio (Line 1 ÷ Line 2.e.):
	 	                   to 1
	Maximum permitted Leverage Ratio: 3.50 to 1.00.
	 	 	 	 
	 
	 	 	 	 
	B. RATIO OF CONSOLIDATED EARNINGS BEFORE INTEREST AND TAXES TO CONSOLIDATED
INTEREST (Section 7.07(b))
	 	 	 	 
	 
	 	 	 	 
	1. Consolidated Earnings Before Interest and Taxes:
	 	$	                  	 
	2. Consolidated Interest:
	 	$	                  	 
	3. Ratio of Consolidated Earnings Before Interest and
Taxes to Consolidated Interest (Line B1 ÷ Line B2):
	 	                   to 1






     Required minimum: Ratio to be 3.50 to 1.00 or more.



     2. The following constitutes a further explanation of the manner in which the foregoing data
relate to the attached financial statements to the extent not readily apparent:



Compliance Certificate




C-1









 





      




      




      




     3. I have reviewed the activities of the Borrower and its Subsidiaries during the fiscal
period covered by the attached financial statements to the extent necessary to permit me to deliver
this Certificate.



     4. Except with respect to the Defaults and Events of Default specified and explained as to
their nature and status below, the Borrower and its Subsidiaries have performed and observed each
covenant and condition of the Loan Documents applicable to them during the fiscal period covered by
the attached financial statements, and there exists no Default or Event of Default:



      




      




      




     IN WITNESS WHEREOF, I have signed this Compliance Certificate on behalf of Avery
Dennison Corporation on this ___day of                     , 20___.



	 	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title	 	 	 	 
	 

	 	 	 	 

	 	 






Compliance Certificate





C-2









 








EXHIBIT D




ASSIGNMENT AND ASSUMPTION




     This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the
Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the
“Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used
but not defined herein shall have the meanings given to them in the Credit Agreement identified
below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the
Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed
to and incorporated herein by reference and made a part of this Assignment and Assumption as if set
forth herein in full.



     For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to
and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the
Effective Date inserted by the Administrative Agent as contemplated below, the interest in and to
all of the Assignor’s rights and obligations under the Credit Agreement and any other documents or
instruments delivered pursuant thereto that represents the amount and percentage interest
identified below of all of the Assignor’s outstanding rights and obligations under the facility
identified below (including, without limitation, to the extent permitted to be assigned under
applicable law, all claims (including, without limitation, contract claims, tort claims,
malpractice claims and all other claims at law or in equity, including claims under any law
governing the purchase and sale of securities or governing indentures pursuant to which securities
are issued), suits, causes of action and any other right of the Assignor against any other Person)
(the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor
and, except as expressly provided in this Assignment and Assumption, without representation or
warranty by the Assignor.



	 	 	 
	1. Assignor:

	 	            
                 
                   
                    
                    
            
	 
	 	 
	2. Assignee:

	 	           
                
                
                   
                
                  
     [and is an Affiliate/Approved Fund of [identify Bank]1]
	 
	 	 
	3. Borrower:

	 	Avery Dennison Corporation
	 
	 	 
	4. Administrative Agent:

	 	Citicorp USA, Inc., as the administrative agent under the Credit Agreement
	 
	 	 
	5. Credit Agreement:

	 	First Amended and Restated Revolving Credit Agreement dated as of August 10, 2007
(as from time to time amended, extended, restated, modified or supplemented) among the
Borrower, the Banks, the Administrative Agent, and Bank of America, N.A., as Syndication
Agent.








 




			
	1	 	Select as applicable.





Assignment and Assumption




D-1









 




6. Assigned Interest:




	 	 	 	 	 
	Aggregate	 	 	 	 
	Amount of	 	Amount of	 	Percentage
	Commitment/Loans	 	Commitment/Loans	 	Assigned of
	for all Banks*	 	Assigned*	 	Commitment/Loans2
	$                
  
	 	$                
  

	 	                
  
%





[7. Trade Date:          
                     
                     
                     
                     
                     
      3



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




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



	 	 	 	 	 	 	 
	 	 	ASSIGNOR	 	 
	 
	 	 	[NAME OF ASSIGNOR]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	ASSIGNEE	 	 
	 
	 	 	[NAME OF ASSIGNEE]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	 	 	Title:	 	 






[Consented to:]4

AVERY DENNISON CORPORATION




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Title:
	 	 








 




			
	*	 	Amount to be adjusted by the counterparties to take
into account any payments or prepayments made between the Trade Date and the
Effective Date.
	 
	2	 	Set forth, to at least 9 decimals, as a percentage of
the Commitment/Loans of all Banks thereunder.
	 
	3	 	To be completed if the Assignor and the Assignee intend
that the minimum assignment amount is to be determined as of the Trade Date.
	 
	4	 	To be added only when the consent of the Borrower is
required by the terms of the Credit Agreement.





Assignment and Assumption




D-2









 





ANNEX I TO ASSIGNMENT AND ASSUMPTION




First Amended and Restated

Credit Agreement

Dated as of August 10, 2007

among Avery Dennison Corporation,

the Banks named therein, Citicorp USA, Inc., as Administrative Agent,

and Bank of America, N.A., as Syndication Agent




STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION




     1. Representations and Warranties.



     1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any
lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the Credit Agreement or any
other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in
respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its
Subsidiaries or Affiliates or any other Person of any of their respective obligations under any
Loan Document.



     1.2 Assignee. The Assignee (a) represents and warrants that (i) it has full power and
authority, and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become a Bank under the
Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement
(subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and
after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Bank
thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Bank
thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most
recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and
such other documents and information as it has deemed appropriate to make its own credit analysis
and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on
the basis of which it has made such analysis and decision independently and without reliance on the
Administrative Agent or any other Bank, and (v) if it is a Foreign Bank, attached hereto is any
documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly
completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without
reliance on the Administrative Agent, the Assignor or any other Bank, and based on such documents
and information as it shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance
with their terms all of the obligations which by the terms of the Loan Documents are required to be
performed by it as a Bank.



Assignment and Assumption




D-3









 





     1.3. Assignee’s Address for Notices, etc. Attached hereto as Schedule 1 is all
contact information, address, account and other administrative information relating to the
Assignee.



     2. Payments. From and after the Effective Date, the Administrative Agent shall make
all payments in respect of the Assigned interest (including payments of principal, interest, fees
and other amounts) to the Assignee whether such amounts have accrued prior to or on or after the
Effective Date. The Assignor and the Assignee shall make all appropriate adjustments in payments
by the Administrative Agent for periods prior to the Effective Date or with respect to the making
of this assignment directly between themselves.



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




Assignment and Assumption




D-4









 





SCHEDULE 1 TO ASSIGNMENT AND ASSUMPTION




ADMINISTRATIVE DETAILS




     (Assignee to list names of credit contacts, addresses, phone and facsimile numbers, electronic
mail addresses and account and payment information)



Assignment and Assumption





D-5