exv4w1






EXECUTION COPY









 






 





Published CUSIP Number:                     




CREDIT AGREEMENT




Dated as of July 31, 2008




among




RELIANCE STEEL & ALUMINUM CO.




RSAC MANAGEMENT CORP.




BANK OF AMERICA, N.A.,

as Administrative Agent




JPMORGAN CHASE BANK, N.A.,

as Co-Syndication Agent




UBS SECURITIES LLC,

as Co-Syndication Agent




and




THE OTHER FINANCIAL

INSTITUTIONS PARTY HERETO




Arranged by

BANC OF AMERICA SECURITIES LLC









 









 











TABLE OF CONTENTS




	 	 	 	 	 
	SECTION 1 DEFINITIONS AND ACCOUNTING TERMS
	 	 	1	 
	1.1 Defined Terms
	 	 	1	 
	1.2 Use of Defined Terms
	 	 	23	 
	1.3 Accounting Terms
	 	 	23	 
	1.4 Rounding
	 	 	23	 
	1.5 Exhibits and Schedules
	 	 	24	 
	1.6 References to “RSA and its Subsidiaries” or “Borrowers and their
respective Subsidiaries”
	 	 	24	 
	1.7 Miscellaneous Terms
	 	 	24	 
	 
	 	 	 	 
	SECTION 2 THE TERM LOAN
	 	 	24	 
	2.1 Term Loan
	 	 	24	 
	2.2 Borrowing, Conversions and Continuations of Portions
	 	 	24	 
	2.3 Prepayments
	 	 	25	 
	2.4 Termination of Commitments
	 	 	25	 
	2.5 Repayments
	 	 	25	 
	2.6 Interest
	 	 	25	 
	2.7 Fees
	 	 	26	 
	2.8 Computation of Interest and Fees
	 	 	26	 
	2.9 Manner and Treatment of Payments among Lenders, Borrowers and
Administrative Agent
	 	 	27	 
	2.10 Funding Sources
	 	 	28	 
	2.11 Automatic Deduction
	 	 	28	 
	2.12 Obligations of Lenders Several
	 	 	29	 
	2.13 Sharing of Payments by Lenders
	 	 	29	 
	 
	 	 	 	 
	SECTION 3 TAXES, YIELD PROTECTION AND ILLEGALITY
	 	 	29	 
	3.1 Taxes
	 	 	29	 
	3.2 Increased Costs
	 	 	30	 
	3.3 Capital Adequacy
	 	 	30	 
	3.4 Illegality
	 	 	30	 
	3.5 Inability to Determine Rates
	 	 	31	 
	3.6 Breakfunding Costs
	 	 	31	 
	3.7 Matters Applicable to all Requests for Compensation
	 	 	31	 






i









 





TABLE OF CONTENTS
(continued)




	 	 	 	 	 
	 	 	Page
	SECTION 4 CONDITIONS
	 	 	32	 
	4.1 Basic Closing Conditions
	 	 	32	 
	4.2 Additional Conditions
	 	 	33	 
	 
	 	 	 	 
	SECTION 5 REPRESENTATIONS AND WARRANTIES
	 	 	34	 
	5.1 Existence and Qualification; Power; Compliance With Laws
	 	 	34	 
	5.2 Authority; Compliance With Other Agreements and Instruments and
Government Regulations 
	 	 	34	 
	5.3 No Governmental Approvals or Other Consents Required
	 	 	35	 
	5.4 Binding Obligations
	 	 	35	 
	5.5 Litigation
	 	 	35	 
	5.6 No Default
	 	 	35	 
	5.7 ERISA Compliance
	 	 	35	 
	5.8 Use of Proceeds; Margin Regulations
	 	 	36	 
	5.9 Title to Property
	 	 	36	 
	5.10 Intangible Assets
	 	 	36	 
	5.11 Tax Liability
	 	 	36	 
	5.12 Financial Statements
	 	 	37	 
	5.13 Environmental Compliance
	 	 	37	 
	5.14 Investment Company Act
	 	 	37	 
	5.15 Subsidiaries
	 	 	38	 
	5.16 Insurance
	 	 	38	 
	5.17 Disclosure
	 	 	38	 
	 
	 	 	 	 
	SECTION 6 AFFIRMATIVE COVENANTS
	 	 	38	 
	6.1 Financial Statements
	 	 	38	 
	6.2 Certificates, Notices and Other Information
	 	 	39	 
	6.3 Guaranties
	 	 	42	 
	6.4 Preservation of Existence
	 	 	42	 
	6.5 Maintenance of Properties
	 	 	42	 
	6.6 Maintenance of Insurance
	 	 	43	 
	6.7 Payment of Obligations
	 	 	43	 
	6.8 Compliance With Laws
	 	 	43	 






ii









 





TABLE OF CONTENTS
(continued)




	 	 	 	 	 
	 	 	Page
	6.9 Environmental Laws
	 	 	43	 
	6.10 Inspection Rights
	 	 	43	 
	6.11 Keeping of Records and Books of Account
	 	 	43	 
	6.12 Compliance with ERISA
	 	 	43	 
	6.13 Compliance With Agreements
	 	 	44	 
	6.14 Use of Proceeds
	 	 	44	 
	6.15 RSAC Management
	 	 	44	 
	 
	 	 	 	 
	SECTION 7 NEGATIVE COVENANTS
	 	 	44	 
	7.1 Liens, Negative Pledges
	 	 	44	 
	7.2 Investments
	 	 	45	 
	7.3 Indebtedness
	 	 	46	 
	7.4 Prepayment of Indebtedness
	 	 	46	 
	7.5 Dispositions
	 	 	47	 
	7.6 Sales and Leasebacks
	 	 	47	 
	7.7 Mergers
	 	 	47	 
	7.8 Acquisitions
	 	 	48	 
	7.9 ERISA
	 	 	48	 
	7.10 Interest Coverage Ratio
	 	 	48	 
	7.11 Total Leverage Ratio
	 	 	48	 
	7.12 Change in Nature of Business
	 	 	48	 
	7.13 Transactions with Affiliates
	 	 	48	 
	7.14 Distributions
	 	 	49	 
	 
	 	 	 	 
	SECTION 8 EVENTS OF DEFAULT AND REMEDIES UPON EVENT OF DEFAULT
	 	 	49	 
	8.1 Events of Default
	 	 	49	 
	8.2 Remedies Upon Event of Default
	 	 	51	 
	8.3 Application of Funds
	 	 	51	 
	 
	 	 	 	 
	SECTION 9 ADMINISTRATIVE AGENT
	 	 	52	 
	9.1 Appointment and Authority
	 	 	52	 
	9.2 Rights as a Lender
	 	 	52	 
	9.3 Exculpatory Provisions
	 	 	52	 






iii 









 





TABLE OF CONTENTS
(continued)




	 	 	 	 	 
	 	 	Page
	9.4 Reliance by Administrative Agent
	 	 	53	 
	9.5 Delegation of Duties
	 	 	53	 
	9.6 Resignation of Administrative Agent
	 	 	54	 
	9.7 Non-Reliance on Administrative Agent and Other Lenders
	 	 	54	 
	9.8 No Other Duties, Etc.
	 	 	54	 
	9.9 Administrative Agent May File Proofs of Claim
	 	 	55	 
	9.10 Master Subsidiary Guaranty Matters
	 	 	55	 
	 
	 	 	 	 
	SECTION 10 MISCELLANEOUS
	 	 	56	 
	10.1 Amendments, Etc.
	 	 	56	 
	10.2 Notices; Effectiveness; Electronic Communication
	 	 	57	 
	10.3 No Waiver; Cumulative Remedies
	 	 	59	 
	10.4 Expenses; Indemnity; Damage Waiver
	 	 	59	 
	10.5 Payments Set Aside
	 	 	61	 
	10.6 Successors and Assigns
	 	 	61	 
	10.7 Treatment of Certain Information; Confidentiality
	 	 	65	 
	10.8 Right of Setoff
	 	 	66	 
	10.9 Interest Rate Limitation
	 	 	67	 
	10.10 Counterparts; Integration; Effectiveness
	 	 	67	 
	10.11 Survival of Representations and Warranties
	 	 	67	 
	10.12 Severability
	 	 	67	 
	10.13 Replacement of Lenders
	 	 	68	 
	10.14 Governing Law; Jurisdiction; Etc.
	 	 	68	 
	10.15 Waiver of Jury Trial
	 	 	69	 
	10.16 USA PATRIOT Act Notice
	 	 	72	 
	10.17 Time of the Essence
	 	 	72	 
	10.18 Tax Forms
	 	 	72	 
	10.19 Surety Waivers
	 	 	73	 
	10.20 No Advisory or Fiduciary Responsibility
	 	 	73	 






iv 









 





TABLE OF CONTENTS
(continued)





	 	 	 	 	 	 	 
	 	 	 	 	Page
	EXHIBITS
	 	 	 	 
	 
	 	 	Form of
	 	 	 	 
	 
	 	A 	Request for Extension of Credit
	 	 	 	 
	 	B 	Compliance Certificate
	 	 	 	 
	 	C 	Term Note
	 	 	 	 
	 	D 	Assignment and Assumption
	 	 	 	 
	 	E 	Master Subsidiary Guaranty
	 	 	 	 
	 	 	 
	 	 	 	 
	SCHEDULES
	 	 	 	 
	 
	 	2.1 	Commitments and Pro Rata Shares
	 	 	 	 
	 	5.5 	 Certain Litigation
	 	 	 	 
	 	5.9 	Existing Liens and Negative Pledges
	 	 	 	 
	 	5.15 	Subsidiaries
	 	 	 	 
	 	7.2 	Investments
	 	 	 	 
	 	7.3 	Existing Indebtedness
	 	 	 	 
	 	10.2 	Administrative Agent’s Office; Certain Addresses for Notice
	 	 	 	 






v 









 






CREDIT AGREEMENT




          This CREDIT AGREEMENT dated as of July 31, 2008, is entered into by and among Reliance Steel &
Aluminum Co., a California corporation (“RSA”), RSAC Management Corp., a California
corporation (“RSAC Management” and together with RSA, jointly and severally,
“Borrowers” and individually, a “Borrower”), each lender whose name is set forth on
the signature pages of this Agreement and each lender which may hereafter become a party to this
Agreement (collectively, “Lenders” and individually, a “Lender”), and Bank of
America, N.A., as Administrative Agent.




          In consideration of the mutual covenants and agreements herein contained, the parties hereto
covenant and agree as follows:




Section 1

DEFINITIONS AND ACCOUNTING TERMS




          1.1 Defined Terms. As used in this Agreement, the following terms shall have the
meanings set forth below:




          “Acquired Business” means the entity or assets acquired by Borrowers or a Subsidiary
of Borrowers in an Acquisition, whether before or after the date hereof.




          “Acquired Business EBITDA” means for any period ending on or before the date of any
Acquisition of an Acquired Business the sum of items (a) through (f) of the
definition of EBITDA with respect to such Acquired Business.




          “Acquisition” means any transaction or series of related transactions for the purpose
of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the
assets of a Person or any business or division of a Person, (b) the acquisition of in excess of 50%
of the capital stock, partnership interests, membership interests or equity of any Person, or
otherwise causing any Person to become a Subsidiary, or (c) a merger or consolidation or any other
combination with another Person (other than a Person that is a Subsidiary) provided that either
Borrower or one of its Subsidiaries is the surviving entity.




          “Administrative Agent” means Bank of America, N.A., in its capacity as administrative
agent under any of the Loan Documents, or any successor administrative agent.




          “Administrative Agent’s Office” means Administrative Agent’s address and, as
appropriate, account as set forth on Schedule 10.2, or such other address or account as
Administrative Agent hereafter may designate by written notice to Borrowers and Lenders.




          “Administrative Questionnaire” means an administrative questionnaire in a form
supplied by 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



1









 






definition, “control” (and the correlative terms, “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 that owns,
directly or indirectly, 10% or more of the securities having ordinary voting power for the election
of directors or other governing body of a corporation that has more than 100 record holders of such
securities, or 10% or more of the partnership or other ownership interests of any other Person that
has more than 100 record holders of such interests, will be deemed to control such corporation,
partnership or other Person.




          “Aggregate Commitments” has the meaning set forth in the definition of “Commitment”.




          “Agreement” means this Credit Agreement, either as originally executed or as it may
from time to time be supplemented, modified, amended, restated or extended.




          “Applicable Margin” means, for any Pricing Period, the per annum amounts set forth
below (in basis points per annum) opposite the applicable Pricing Level; provided,
however, that until Administrative Agent’s receipt of the first Compliance Certificate
after the Closing Date required under Section 6.2(a), such amounts shall be those indicated
for Pricing Level 2:




	 	 	 	 	 	 	 
	Pricing	 	 	 	 	 	 
	Level	 	Total Leverage Ratio	 	Eurodollar Rate +	 	Base Rate +
	 
	1
	 	3 0.55:1	 	2.50	 	1.25
	2
	 	<0.55:1.00 but 30.45:1.00	 	2.25	 	1.00
	3
	 	<0.45:1.00 but 30.35:1.00	 	2.00	 	0.75
	4
	 	<0.35:1.00 but 30.25:1.00	 	1.75	 	0.50
	5
	 	<0.25: 1.00	 	1.50	 	0.25







     “Pricing Level” means, for each period, the pricing level set forth
above opposite the Total Leverage Ratio achieved by RSA and its Subsidiaries as of
the first day of that Pricing Period.




     “Pricing Level Change Date” means, with respect to any change in the
Pricing Level which results in a change in the Applicable Margin, the earlier of (a)
5 Business Days after the date upon which Borrowers deliver a Compliance Certificate
to Administrative Agent reflecting such changed Pricing Level and (b) 5 Business
Days after the date upon which Borrowers are required by Section 6.2(a) to
deliver such Compliance Certificate; provided, however, that if the
Compliance Certificate is not delivered by the date required by Section
6.2(a), then, at the request of Requisite Lenders, subject to the other
provisions of this Agreement, commencing on the date such Compliance Certificate was
required until such Compliance Certificate is delivered, the Applicable Margin shall
be based on the next higher level than the one previously in effect, and from and



2









 






after the date such Compliance Certificate is thereafter received, the
Applicable Margin shall be as determined from such Compliance Certificate.




     “Pricing Period” means (a) the period commencing on the Closing Date
and ending on the first Pricing Level Change Date to occur thereafter and (b) each
subsequent period commencing on each Pricing Level Change Date and ending the day
prior to the next Pricing Level Change Date.


Notwithstanding anything to the contrary contained in this definition, the determination of the
Applicable Margin for any period shall be subject to the provisions of Section 2.8.




          “Applicable Taxes” means any and all present or future taxes (including documentary
taxes), levies, assessments, imposts, duties, deductions, fees, withholdings or similar charges,
and all liabilities with respect thereto imposed by a Governmental Authority relating to any Loan
Document, including any liabilities imposed on amounts paid by Borrowers to indemnify or reimburse
any Person for such amounts, excluding Lender Taxes.




          “Approved Fund” has the meaning specified in Section 10.6(h).




          “Arranger” means Banc of America Securities LLC, in its capacity as sole lead arranger
and sole book manager.




          “Assignee Group” means two or more Eligible Assignees that are Affiliates of one
another or two or more Approved Funds managed by the same investment advisor.




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




          “Attorney Costs” means and includes all fees and disbursements of any law firm or
other external counsel and the allocated cost of internal legal services and all disbursements of
internal counsel.




          “Attributable Indebtedness” means, on any date, (a) in respect of any capital lease of
any Person, the capitalized amount thereof that would appear on a balance sheet of such Person
prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease, the
capitalized amount of the remaining lease payments under the relevant lease that would appear on a
balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were
accounted for as a capital lease.




          “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 Bank of America as its “prime rate.” The “prime rate” is a
rate set by Bank of America based upon various factors including Bank of America’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



3









 






change in such rate announced by Bank of America shall take effect at the opening of business
on the day specified in the public announcement of such change.




          “Base Rate Portion” means all or any portion of the Term Loan which bears interest
based on the Base Rate.




          “Borrower” and “Borrowers” each has the meaning set forth in the introductory
paragraph hereto.




          “Borrower Party” means any Person, other than Administrative Agent and Lenders, which
now or hereafter is a party to any of the Loan Documents.




          “Borrowers Account” shall have the meaning specified in Section 2.11.




          “Borrowers Materials” has the meaning specified in Section 6.2.




          “Business Day” means any day other than a Saturday, Sunday or other day on which
commercial banks in New York City or San Francisco are authorized or required by law to close and,
if such day relates to any Eurodollar Rate Portion, means any such day on which dealings in Dollar
deposits are conducted by and between banks in the London interbank eurodollar market.




          “Capital Lease Obligations” means all monetary obligations of a Person under any
leasing or similar arrangement which, in accordance with GAAP, is classified as a capital lease.




          “Cash” means, when used in connection with any Person, all monetary and non-monetary
items owned by that Person that are treated as cash or cash equivalents in accordance with GAAP,
consistently applied.




          “Change of Control” means, with respect to any Person, an event or series of events by
which:





          (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or
its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other
fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in
Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or
group shall be deemed to have “beneficial ownership” of all securities that such person or
group has the right to acquire (such right, an “option right”), whether such right
is exercisable immediately or only after the passage of time), directly or indirectly, of
40% or more of the equity securities of such Person entitled to vote for members of the
board of directors or equivalent governing body of such Person on a partially-diluted basis
(i.e., taking into account all such securities that such person or group has the
right to acquire pursuant to any option right); or



4









 






          (b) during any period of 12 consecutive months, a majority of the members of the board
of directors or other equivalent governing body of such Person cease to be composed of
individuals (i) who were members of that board or equivalent governing body on the first day
of such period, (ii) whose election or nomination to that board or equivalent governing body
was approved by individuals referred to in clause (i) above constituting at the time of such
election or nomination at least a majority of that board or equivalent governing body or
(iii) whose election or nomination to that board or other equivalent governing body was
approved by individuals referred to in clauses (i) and (ii) above constituting at the time
of such election or nomination at least a majority of that board or equivalent governing
body.



          “Closing Date” means the time and Business Day on which the conditions set forth in
Section 4.1 are satisfied or waived and Administrative Agent and Borrowers have agreed such
Business Day shall be the Closing Date. Administrative Agent shall notify Borrowers and Lenders of
the date that is the Closing Date.




          “Code” means the Internal Revenue Code of 1986, as amended or replaced and as in
effect from time to time.




          “Commitment” means, for each Lender, the amount set forth as such opposite such
Lender’s name on Schedule 2.1, as such amount may be terminated pursuant to the terms of
this Agreement (collectively, the “Aggregate Commitments”). The respective Pro Rata Shares
of Lenders as of the date hereof are set forth in Schedule 2.1.




          “Compliance Certificate” means a certificate in the form of Exhibit B,
properly completed and signed by a Responsible Officer of each Borrower.




          “Consolidated Net Worth” means, as of the date of any determination thereof, the total
consolidated assets of RSA and its Subsidiaries less the total consolidated liabilities of
RSA and its Subsidiaries determined in accordance with GAAP.




          “Consolidated Tangible Net Worth” means, as of any date of determination, for RSA and
its Subsidiaries on a consolidated basis, Shareholders’ Equity of RSA and its Subsidiaries on that
date minus the Intangible Assets of RSA and its Subsidiaries on that date.




          “Continuation” and “Continue” each mean, with respect to any Eurodollar Rate
Portion, the continuation of such Eurodollar Rate Portion as a Eurodollar Rate Portion in the same
principal amount, but with a new Interest Period and an interest rate determined as of the first
day of such new Interest Period. Continuations must occur on the last day of the Interest Period
for such Eurodollar Rate Portion.




          “Contractual Obligation” means, as to any Person, any provision of any outstanding
security issued by that Person or of any material agreement, instrument or undertaking to which
that Person is a party or by which it or any of its Property is bound.




5









 








          “Conversion” and “Convert” each mean the conversion of all or any Base Rate
Portion or Eurodollar Rate Portion from one type of credit extension into another type of credit
extension. With respect to Eurodollar Rate Portions, Conversions must occur on the last day of the
Interest Period for such Eurodollar Rate Portion.




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




          “Default” means any event that, with the giving of any applicable notice or passage of
time specified in Section 8.1, or both, would be an Event of Default.




          “Default Rate” means an interest rate equal to the Base Rate plus the
Applicable Margin, if any, applicable to the Base Rate plus 2%, to the fullest extent
permitted by applicable Laws.




          “Defaulting Lender” means any Lender that (a) has failed to fund any portion of the
Term Loan when due, (b) has otherwise failed to pay over to Administrative Agent or any other
Lender any other amount required to be paid by it hereunder within one Business Day of the date
when due, unless the subject of a good faith dispute, or (c) has been deemed insolvent or become
the subject of a bankruptcy or insolvency proceeding.




          “Designated Deposit Account” means a deposit account to be maintained by RSA or RSAC
Management with Bank of America, as from time to time designated by Borrowers by written
notification to Administrative Agent.




          “Disposition” means the voluntary sale, transfer, or other disposition of any asset of
Borrowers or any of their respective Subsidiaries, including without limitation any sale,
assignment, pledge, hypothecation, transfer or other disposal with or without recourse of any notes
or accounts receivable or any rights and claims associated therewith.




          “Distribution” means, with respect to any shares of capital stock or any warrant or
option to purchase an equity security or other equity security issued by a Person, (a) the
retirement, redemption, purchase, or other acquisition for Cash or for Property by such Person of
any such security, (b) the declaration or (without duplication) payment by such Person of any
dividend in Cash or in Property on or with respect to any such security, (c) any Investment by such
Person in the holder of 5% or more of any such security if a purpose of such Investment is to avoid
characterization of the transaction as a Distribution and (d) any other payment in Cash or Property
by such Person constituting a distribution under applicable Laws with respect to such security.




          “Dollars” or “$” means United States dollars.




6









 








          “EBIT” means, with respect to any Person and with respect to any fiscal period, the
sum of (a) Net Income of that Person for that period, plus (b) any
non-operating non-recurring loss reflected in such Net Income, minus (c) any non-operating
non-recurring gain reflected in such Net Income, plus (d) Interest Expense of that Person
for that period, plus (e) the aggregate amount of federal and state taxes on or measured by
income of that Person for that period (whether or not payable during that period), in each case as
determined in accordance with GAAP, and adjusted by subtracting equity in earnings in 50% or less
owned companies and joint ventures and, to the extent approved by Administrative Agent (which
approval shall not be unreasonably withheld), any other companies not consolidated with Borrowers,
and by adding Cash dividends received from 50% or less owned companies and joint ventures and, to
the extent approved by Administrative Agent (which approval shall not be unreasonably withheld),
any other companies not consolidated with Borrowers.




          “EBITDA” means, with respect to any Person and with respect to any fiscal period, the
sum of (a) Net Income of that Person for that period, plus (b) any
non-operating non-recurring loss reflected in such Net Income, minus (c) any non-operating
non-recurring gain reflected in such Net Income, plus (d) Interest Expense of that Person
for that period, plus (e) the aggregate amount of federal and state taxes on or measured by
income of that Person for that period (whether or not payable during that period), plus (f)
depreciation, amortization and all other non-cash expenses of that Person for that period,
plus (g) Acquired Business EBITDA, in each case as determined in accordance with GAAP, and
adjusted by subtracting equity in earnings in 50% or less owned companies and joint ventures and,
to the extent approved by Administrative Agent (which approval shall not be unreasonably withheld),
any other companies not consolidated with Borrowers, and by adding Cash dividends received from 50%
or less owned companies and joint ventures and, to the extent approved by Administrative Agent
(which approval shall not be unreasonably withheld), any other companies not consolidated with
Borrowers; provided that Acquired Business EBITDA with respect to any Acquired Business
shall only be included in EBITDA if financial statements of such Acquired Business, within the
preceding twelve months, either were (i) audited by an independent accounting firm, (ii) reviewed
by an independent accounting firm as long as such reviewed and unaudited Acquired Business EBITDA
does not exceed 10% of the total audited EBITDA of RSA and its Subsidiaries, or, (iii) subject to
consent of the Requisite Lenders, unaudited or reviewed by an independent accounting firm.




          “Eligible Assignee” has the meaning specified in Section 10.6(h).




          “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 applicable
to any of the Real Property.




          “Environmental Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or indemnities), of
Borrowers or any other Borrower Party, or any of their respective Subsidiaries directly or
indirectly resulting from or based upon (a) violation of any Environmental Law,



7









 






(b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous
Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any
Hazardous Materials into the environment or (e) any contract, agreement or other consensual
arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.




          “ERISA” means the Employee Retirement Income Security Act of 1974, and any regulations
issued pursuant thereto, as amended or replaced and as in effect from time to time.




          “ERISA Affiliate” means any trade or business (whether or not incorporated) under
common control with Borrowers within the meaning of Section 414(b) or (c) of the Code (and Sections
414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).




          “ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a
withdrawal by Borrowers or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA
during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of
ERISA) or a cessation of operations which is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by either Borrower or any ERISA Affiliate from a
Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing
of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination
under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a
Pension Plan or Multiemployer Plan; (e) an event or condition which might reasonably be expected to
constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any
liability under Title IV of ERISA, other than PBGC premiums due but not delinquent under Section
4007 of ERISA, upon Borrowers or any ERISA Affiliate.




          “Eurodollar Base Rate” has the meaning specified in the definition of Eurodollar Rate.




          “Eurodollar Rate” means for any Interest Period with respect to a Eurodollar Rate
Portion, a rate per annum determined by Administrative Agent pursuant to the following formula:




	 	 	 	 	 
	Eurodollar Rate =
	 	Eurodollar Base Rate

 
1.00 - Eurodollar Reserve Percentage
	 	 






     Where,



“Eurodollar Base Rate” means, for such Interest Period, the rate per annum
equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by
Reuters (or other commercially available source providing quotations of BBA LIBOR as
designated by Administrative Agent from time to time) at approximately 11:00 a.m., London
time, two Business Days prior to the commencement of such Interest Period, for


8









 






Dollar deposits (for delivery on the first day of such Interest Period) with a term
equivalent to such Interest Period. If such rate is not available at such time for any
reason, then the “Eurodollar Base Rate” for such Interest Period shall be the rate per annum
determined by Administrative Agent to be the rate at which deposits in Dollars for delivery
on the first day of such Interest Period in same day funds in the approximate amount of the
Eurodollar Rate Portion being made, continued or converted by Bank of America and with a
term equivalent to such Interest Period would be offered by Bank of America’s London Branch
to major banks in the London interbank eurodollar market at their request at approximately
11:00 a.m. (London time) two Business Days prior to the commencement of such Interest
Period.



          “Eurodollar Rate Portion” means all or any portion of the Term Loan bearing interest
based on the Eurodollar Rate.




          “Eurodollar Reserve Percentage” means, for any day during any Interest Period, the
reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such
day, whether or not applicable to any Lender, under regulations issued from time to time by the FRB
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 Eurodollar Rate for each outstanding Eurodollar Rate Portion
shall be adjusted automatically as of the effective date of any change in the Eurodollar Reserve
Percentage.




          “Event of Default” has the meaning specified in Section 8.1.




          “Existing Credit Agreement” means that certain Amended and Restated Credit Agreement,
dated as of November 9, 2006, by and among RSA, RSAC Management, Bank of America, N.A., as
Administrative Agent and the lenders identified therein, as amended.




          “Federal Funds Rate” means, for any day, the rate per annum equal to the weighted
average of the rates on overnight Federal funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of
New York 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 (rounded upward, if necessary, to a whole multiple of 1/100 of 1%)
charged to Bank of America on such day on such transactions as determined by Administrative Agent.




          “Fee Letter” means the letter agreement dated June 23, 2008, among Borrowers,
Administrative Agent and Arranger.




          “Fiscal Quarter” means the fiscal quarter of RSA consisting of a three-month fiscal
period ending on each March 31, June 30, September 30 and December 31.




9









 








          “Fiscal Year” means the fiscal year of RSA consisting of a twelve-month period ending
on each December 31.




          “Foreign Lender” has the meaning specified in Section 10.18(a).




          “Foreign Subsidiary” means, at any time, each Subsidiary of a Borrower which is
created, organized or domesticated in any jurisdiction other than the United States or any state
thereof.




          “FRB” means the Board of Governors of the Federal Reserve System or any governmental
authority succeeding to its functions.




          “Fund” has the meaning specified in Section 10.6(h).




          “Funded Debt” means, as of the date of determination, without duplication, the
sum of (a) all principal Indebtedness of RSA and its Subsidiaries for borrowed
money (including debt securities issued by RSA or any of its Subsidiaries) on that date
plus (b) Guaranty Obligations in connection with Synthetic Leases, plus (c) the
aggregate amount of all Capital Lease Obligations of RSA and its Subsidiaries on that date,
plus (d) all Letter of Credit Usage (as defined in the Existing Credit Agreement) and the
face amount of, and reimbursement obligations with respect to, any other letters of credit issued
for the account of RSA and its Subsidiaries.




          “GAAP” means accounting principles generally accepted in the United States of America
set forth in the opinions and pronouncements of the Accounting Principles Board and the American
Institute of Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or such other principles as may be approved by a significant segment of
the accounting profession in the United States, that are applicable to the circumstances as of the
date of determination, consistently applied.




          “Governmental Authority” means any nation or government, any state or other political
subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative
tribunal, central bank or other entity exercising executive, legislative, judicial, taxing,
regulatory or administrative powers or functions of or pertaining to government, and any
corporation or other entity owned or controlled, through stock or capital ownership or otherwise,
by any of the foregoing (including any supra-national bodies, such as the European Union or the
European Central Bank).




          “Granting Lender” has the meaning specified in Section 10.6(i).




          “Guarantors” means, collectively, (a) all Material Domestic Subsidiaries; (b) any
Subsidiaries that are guarantors or obligors with respect to any of the note purchase agreements
described in Schedule 7.3 or with respect to any Indebtedness issued pursuant to
Sections 7.3(a), 7.3(f) or 7.3(g); and (c) Subsidiaries that have been
identified by the Borrowers as Guarantors pursuant to Section 6.3(a).




10









 








          “Guaranty Obligation” means, as to any Person, any (a) guarantee by that Person of
Indebtedness of, or other obligation performable by, any other Person or (b) assurance, agreement,
letter of responsibility, letter of awareness, undertaking or arrangement given by that Person to
an obligee of any other Person with respect to the performance of an obligation by, or the
financial condition of, such other Person, whether direct, indirect or contingent, including any
purchase or repurchase agreement covering such obligation or any collateral security therefor, any
agreement to provide funds (by means of loans, capital contributions or otherwise) to such other
Person, any agreement to support the solvency or level of any balance sheet item of such other
Person or any “keep-well” or other arrangement of whatever nature given for the purpose of assuring
or holding harmless such obligee against loss with respect to any obligation of such other Person;
provided, however, that the term Guaranty Obligation shall not include endorsements
of instruments for deposit or collection in the ordinary course of business. The amount of any
Guaranty Obligation shall be deemed to be an amount equal to the stated or determinable amount of
the related primary obligation, or portion thereof, covered by such Guaranty Obligation or, if not
stated or determinable, the maximum reasonably anticipated liability in respect thereof as
determined by the Person making the Guaranty in good faith.




          “Hazardous Materials” means all explosive or radioactive substances or wastes and all
hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum
distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas,
infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to
any Environmental Law.




          “Hostile Acquisition” means the acquisition of the capital stock or other equity
interests of a Person through a tender offer or similar solicitation of the owners of such capital
stock or other equity interests which has not been approved (which approval shall be obtained prior
to such acquisition) by resolutions of the board of directors of such Person or by similar action
if such Person is not a corporation.




          “Indebtedness” means, as to any Person (without duplication):




               (a) all obligations of such Person for borrowed money and all obligations of such Person
evidenced by bonds, debentures, notes or other similar instruments;



               (b) any direct or contingent obligations of such Person arising under letters of credit
(including standby and commercial), bankers’ acceptances, bank guaranties, shipside bonds, surety
bonds and similar instruments;



               (c) all obligations of such Person as lessee under leases which have been or should be, in
accordance with GAAP, recorded as Capital Lease Obligations;



               (d) all other items which, in accordance with GAAP, would be included as liabilities on the
liability side of the balance sheet of such Person as of the date at which Indebtedness is to be
determined;



11









 





               (e) net obligations under any Swap Contract in an amount equal to (i) if such Swap Contract
has been closed out, the termination value thereof, or (ii) if such Swap Contract has not been
closed out, the mark-to-market value thereof determined on the basis of readily available
quotations provided by any recognized dealer in such Swap Contracts;



               (f) whether or not so included as liabilities in accordance with GAAP, all obligations of such
Person to pay the deferred purchase price of property or services, and indebtedness (excluding
prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person
(including indebtedness arising under conditional sales or other title retention agreements),
whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;



               (g) indebtedness of such Person arising under facilities for the discount of accounts
receivable of such Person in an amount equal to the present value of the unpaid amount of all
accounts receivable sold, determined by using a discount rate equal to the discount rate used in
determining the purchase price of such accounts receivable under such facilities;



               (h) indebtedness relating to Synthetic Leases; and



               (i) all Guaranty Obligations of such Person in respect of any of the foregoing to the extent
not included as a primary obligation of another Person.



For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any
partnership or joint venture (other than a joint venture that is itself a corporation or limited
liability company) in which such Person is a general partner or a joint venturer, unless such
Indebtedness is expressly made non-recourse to such Person (subject only to customary exceptions
acceptable to the Requisite Lenders). The amount of any Capital Lease Obligation or Synthetic
Lease as of any date shall be deemed to be the amount of Attributable Indebtedness in respect
thereof as of such date. Notwithstanding the foregoing, obligations in respect of money borrowed
by Earle M. Jorgensen Company, a Delaware corporation (“EMJ”), against the available cash
surrender value of life insurance policies (the “EMJ COLI”) that were obtained in 1984,
1985 and 1986 by Kilsby Roberts Holding Co. (“KR”) from Phoenix Mutual Life Insurance
Company covering participants in the KR employee stock ownership plan and certain other KR
executives shall not constitute Indebtedness so long as (1) such obligations are non-recourse to
RSA, EMJ, and their respective Subsidiaries, (2) each EMJ COLI policy is owned by EMJ and has EMJ
as its sole beneficiary, (3) the aggregate amount of such obligations outstanding thereunder at any
time does not exceed the cash surrender value of the EMJ COLI policies at such time, and (4) the
proceeds of such loans incurred after the Closing Date are not used for any purpose other than to
pay the premiums, interest, taxes and expenses related to the EMJ COLI policies.




          “Indemnitee” has the meaning specified in Section 10.4(b).




12









 








          “Intangible Assets” means assets that are considered intangible assets under GAAP,
including customer lists, goodwill, computer software (except for purchased or licensed software),
copyrights, trade names, trademarks and patents.




          “Interest Coverage Ratio” means, as of the last day of any Fiscal Quarter (including
the last day of a Fiscal Quarter which is also the last day of a Fiscal Year), the ratio of (a)
EBIT of RSA and its Subsidiaries on a consolidated basis for the fiscal period consisting of that
Fiscal Quarter and the three immediately preceding Fiscal Quarters, excluding any portion of EBIT
allocable to any Person acquired by RSA or any of its Subsidiaries for any fiscal period prior to
the Acquisition to (b) Interest Expense of RSA and its Subsidiaries on a consolidated basis
for such fiscal period.




          “Interest Expense” means, with respect to any Person and as of the last day of any
fiscal period, the sum of (a) all interest, fees, charges and related expenses paid
or payable (without duplication) for that fiscal period by that Person to a lender in connection
with borrowed money (including any obligations for fees, charges and related expenses payable to
the issuer of any letter of credit) or the deferred purchase price of assets that are considered
“interest expense” under GAAP plus (b) the portion of rent paid or payable (without
duplication) for that fiscal period by that Person under Capital Lease Obligations that should be
treated as interest in accordance with Financial Accounting Standards Board Statement No. 13.




          “Interest Payment Date” means, (a) with respect to any Base Rate Portion, the last
Business Day of each calendar quarter and the Maturity Date, and (b) with respect to Eurodollar
Rate Portions, (i) any date that such Eurodollar Rate Portion is prepaid in whole or in part, (ii)
the last day of each Interest Period applicable to, or the maturity of, such Eurodollar Rate
Portion; provided, however, that if any Interest Period or the maturity of any such
Eurodollar Rate Portion exceeds three months, the date that falls three months after the beginning
of such Interest Period, shall also be an Interest Payment Date, and (iii) the Maturity Date.




          “Interest Period” means, with respect to any Eurodollar Rate Portion, the period
commencing on the date specified by Borrowers in their Request for Extension of Credit and ending
one, two, three or six months thereafter, as selected by Borrowers in the Request for Extension of
Credit relating thereto; provided that:




               (a) The first day of any Interest Period shall be a Business Day;



               (b) Any Interest Period that would otherwise end on a day that is not a Business Day shall be
extended to the next succeeding Business Day unless, in the case of an Eurodollar Rate Portion,
such Business Day falls in another calendar month, in which case such Interest Period shall end on
the immediately preceding Business Day;



               (c) No Interest Period shall extend beyond the Maturity Date.



          “Investment” means, as to any Person, any acquisition (other than an “Acquisition” as
defined above) or investment by such Person, whether by means of (a) the



13









 






purchase or other acquisition of capital stock or other securities of another Person, (b) a
loan, advance or capital contribution to, guaranty of debt of, or purchase or other acquisition of
any other debt or equity participation or interest in, another Person, including any partnership or
joint venture interest in such other Person, or (c) the purchase or other acquisition (in one
transaction or a series of transactions) of assets of another Person that constitute a business
unit. For purposes of covenant compliance, the amount of any Investment shall be the amount
actually invested, without adjustment for subsequent increases or decreases in the value of such
Investment.




          “Laws” means, collectively, all international, foreign, federal, state and local
statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or
judicial precedents or authorities, including the interpretation or administration thereof by any
Governmental Authority charged with the enforcement, interpretation or administration thereof, and
all applicable administrative orders, executive orders, directed duties, requests, licenses,
authorizations and permits of, and agreements with, any Governmental Authority, in each case
whether or not having the force of law.




          “Lender” means each lender from time to time party hereto.




          “Lender Taxes” means, in the case of each Lender, Administrative Agent and each
Eligible Assignee, and any Affiliate or Lending Office thereof: (a) taxes imposed on or measured
in whole or in part by its overall net income, gross income or gross receipts or capital and
franchise taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) in which
it is organized or maintains its principal office or Lending Office or (ii) any jurisdiction (or
political subdivision thereof) in which it is “doing business” (unless it would not be doing
business in such jurisdiction (or political subdivision thereof) absent the transactions
contemplated hereby), (b) any withholding taxes or other taxes based on gross income imposed by the
United States of America (other than withholding taxes and taxes based on gross income resulting
from or attributable to any change in any law, rule or regulation or any change in the
interpretation or administration of any law, rule or regulation by any Governmental Authority) or
(c) any withholding taxes or other taxes based on gross income imposed by the United States of
America for any period with respect to which it has failed to provide Borrowers with the
appropriate form or forms required by Section 10.18, to the extent such forms are then
required by applicable Laws.




          “Lending Office” means, as to any Lender, the office or offices of such Lender
described as such in such Lender’s Administrative Questionnaire, or such other office or offices as
such Lender may from time to time notify Borrowers and Administrative Agent.




          “Lien” means any security interest, mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or otherwise), charge against or interest in
property to secure payment of a debt or performance of an obligation or other priority or
preferential arrangement of any kind or nature whatsoever, including any agreement to grant any of
the foregoing, any conditional sale or other title retention agreement, any lease in the nature of
a security interest, and/or the filing of or agreement to give any financing statement (other than
a precautionary financing statement with respect to a lease that is not in the nature of a security



14









 






interest) under the Uniform Commercial Code or comparable Laws of any jurisdiction with
respect to any Property, including the interest of a purchaser of accounts receivable.




          “Loan Documents” means, collectively, this Agreement, the Term Notes, the Master
Subsidiary Guaranty, any Request for Extension of Credit, any Compliance Certificate, and any other
agreements of any type or nature hereafter executed and delivered by Borrowers or any of their
respective Subsidiaries or Affiliates to Administrative Agent or to any Lender in any way relating
to or in furtherance of this Agreement, in each case either as originally executed or as the same
may from time to time be supplemented, modified, amended, restated, extended or replaced.




          “Margin Stock” means “margin stock” as such term is defined in Regulation U of the FRB
as in effect from time to time.




          “Master Subsidiary Guaranty” means a guaranty of the Obligations, executed by Material
Domestic Subsidiaries and certain other Subsidiaries selected by RSA substantially in the form of
Exhibit E.




          “Material Adverse Effect” means any set of circumstances or events which (a) has or
could reasonably be expected to have any material adverse effect whatsoever upon the validity or
enforceability of any Loan Document, (b) is or could reasonably be expected to be material and
adverse to the condition (financial or otherwise), business, or operations of Borrowers and their
respective Subsidiaries, taken as a whole, or (c) materially impairs or could reasonably be
expected to materially impair the ability of Borrowers and their respective Subsidiaries, taken as
a whole, to perform the Obligations.




          “Material Domestic Subsidiary” means, at any time, each Subsidiary of either Borrower
where such Subsidiary is a Wholly-Owned Subsidiary of a Borrower which is created, organized or
domesticated in the United States or under the laws of the United States or any state thereof and
(a) the aggregate amount of such Subsidiary’s Tangible Assets exceeds 5% of the consolidated
Tangible Assets of RSA and its Subsidiaries or (b) the EBITDA of such Subsidiary for the four
fiscal quarters most recently ended exceeded 5% of consolidated EBITDA of RSA and its Subsidiaries
for such period.




          “Maturity Date” means November 9, 2011.




          “Minimum Amount” means, with respect to each of the following actions, the following
amounts set forth opposite such action (a reference to “Minimum Amount” shall also be deemed a
reference to the multiples in excess thereof set forth below):




15









 








	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Minimum Multiples in
	Type of Action	 	Minimum Amount	 	excess of Minimum Amount
	Prepayment of or
Conversion into, Base Rate
Portions

	 	$	250,000	 	 	$	25,000	 
	 
	 	 	 	 	 	 	 	 
	Prepayment of, Continuation of, or
Conversion into,
Eurodollar Rate Portions

	 	$	250,000	 	 	$	25,000	 
	 
	
Assignments
	 	$	5,000,000	 	 	 	 	 






          “Multiemployer Plan” means any employee benefit plan of the type described in Section
4001(a)(3) of ERISA.




          “Negative Pledge” means a Contractual Obligation that contains a covenant binding on
Borrowers or any of their respective Subsidiaries that prohibits Liens on any of their Property,
other than (a) any such covenant contained in a Contractual Obligation granting a Lien permitted
under Section 7.1 which affects only the Property that is the subject of such permitted
Lien and (b) any such covenant that does not prohibit Liens securing the Obligations.




          “Net Cash Proceeds” means Net Proceeds to the extent consisting of Cash.




          “Net Income” means, with respect to any fiscal period, the consolidated net income of
RSA and its Subsidiaries for that period, determined in accordance with GAAP, consistently applied.




          “Net Proceeds” means, with respect to any Disposition, the gross sales proceeds
received by Borrowers and their respective Subsidiaries from such Disposition (including Cash,
Property and the assumption by the purchaser of any liability of Borrowers or their respective
Subsidiaries) net of brokerage commissions, legal expenses, transfer and recording taxes or fees
and other transactional costs payable by Borrowers and their respective Subsidiaries with respect
to such Disposition and net of an amount determined in good faith by Borrowers to be the estimated
amount of income taxes payable by Borrowers attributable to such Disposition.




          “Obligations” means all present and future obligations of every kind or nature of
Borrowers or any Borrower Party at any time and from time to time owed to Administrative Agent, any
Lender, any Person entitled to indemnification, or any one or more of them, under any one or more
of the Loan Documents or under Permitted Swap Obligations, whether due or to become due, matured or
to become mature, liquidated or unliquidated, or contingent or actual, including obligations of
performance as well as obligations of payment, and including interest that accrues after the
commencement of any proceeding under any Debtor Relief Law by or against Borrowers or any
Subsidiary or Affiliate of Borrowers.




16









 








          “Opinion of Counsel” means a favorable opinion of Kay Rustand, Vice President and
General Counsel of Borrowers, counsel to Borrowers and their respective Subsidiaries, addressed to
the Administrative Agent and each Lender, as to the matters contained in Sections 5.1,
5.2, 5.3, 5.4, 5.5 and 5.14 of this Agreement and such
other matters concerning Borrowers, the Guarantors and the Loan Documents as the Requisite Lenders
may reasonably request.




          “Outstanding Amount” means, as of any date, the aggregate outstanding principal amount
of the Term Loan.




          “Outstanding Obligations” means, as of any date, the sum of the Outstanding Amount and
any other Obligations outstanding under this Agreement.




          “Participant” has the meaning specified in Section 10.6(d).




          “PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto
established under ERISA.




          “Pension Plan” means any “employee pension benefit plan” (as such term is defined in
Section 3(2) of ERISA), other than a Multiemployer Plan, which is subject to Title IV of ERISA and
is maintained by RSA or its Subsidiaries or to which RSA or any of its Subsidiaries contributes or
has an obligation to contribute, or in the case of a multiple employer plan (as described in
Section 4064(a) of ERISA) has made contributions at any time during the immediately preceding five
plan years.




          “Permitted Disposition” means (a) a Disposition of Cash, inventory or other assets
sold, leased or otherwise disposed of in the ordinary course of business of Borrowers or any of
their Subsidiaries, (b) Dispositions of inventory, or used, worn-out or surplus equipment, all in
the ordinary course of business, (c) Dispositions of equipment to the extent that such equipment is
exchanged for credit against the purchase price of similar replacement equipment, or the proceeds
of such sale are reasonably promptly applied to the purchase price of such replacement equipment or
where Borrowers or their Subsidiaries determine in good faith that the failure to replace such
equipment will not be detrimental to the business of RSA or any of its Subsidiaries, (d) a
Disposition to Borrowers or a Guarantor and (e) a Disposition of the assets of a Subsidiary of
Borrowers to Borrowers or any Guarantor.




          “Permitted Liens” means:





     (a) inchoate Liens incident to construction on or maintenance of Real Property;
or Liens incident to construction on or maintenance of Real Property now or
hereafter filed of record for which adequate reserves have been set aside (or
deposits made pursuant to applicable Laws) and which are being contested in good
faith by appropriate proceedings and have not proceeded to judgment,
provided that, by reason of nonpayment of the obligations secured by such
Liens, no such Real Property is subject to a material risk of loss or forfeiture;



17









 






     (b) Liens for taxes and assessments on Real Property which are not past due; or
Liens for taxes and assessments on Real Property for which adequate reserves have
been set aside and are being contested in good faith by appropriate proceedings and
have not proceeded to judgment, provided that, by reason of nonpayment of
the obligations secured by such Liens, no such Real Property is subject to a
material risk of loss or forfeiture;




     (c) minor defects and irregularities in title, easements, rights-of-way,
restrictions and other similar encumbrances incurred in the ordinary course of
business which do not in any case materially detract from the value of the Property
subject thereto or interfere with the ordinary conduct of the businesses of
Borrowers and their respective Subsidiaries;




     (d) rights reserved to or vested in any Governmental Authority to control or
regulate, or obligations or duties to any Governmental Authority with respect to,
the use of any Real Property;




     (e) rights reserved to or vested in any Governmental Authority to control or
regulate, or obligations or duties to any Governmental Authority with respect to,
any right, power, franchise, grant, license, or permit;




     (f) present or future zoning laws and ordinances or other laws and ordinances
restricting the occupancy, use, or enjoyment of Real Property;




     (g) statutory Liens, other than those described in subsections (a) or (b)
above, arising in the ordinary course of business with respect to obligations which
are not delinquent or are being contested in good faith, provided that, if
delinquent, adequate reserves have been set aside with respect thereto and, by
reason of nonpayment, no Property is subject to a material risk of loss or
forfeiture;




     (h) covenants, conditions, and restrictions affecting the use of Real Property
which in the aggregate do not materially impair the fair market value or use of the
Real Property for the purposes for which it is held;




     (i) rights of tenants under leases and rental agreements covering Real Property
entered into in the ordinary course of business of the Person owning such Real
Property;




     (j) Liens consisting of pledges or deposits to secure obligations under
workers’ compensation laws or similar legislation, including Liens of judgments
thereunder which are not currently dischargeable;




     (k) Liens consisting of pledges or deposits of Property to secure performance
in connection with operating leases made in the ordinary course of business to which
Borrowers or any Subsidiary of Borrowers is a party as lessee;



18









 






     (l) Liens consisting of any right of offset, or statutory bankers’ lien, on
bank deposit accounts maintained in the ordinary course of business so long as such
bank deposit accounts are not established or maintained for the purpose of providing
such right of offset or bankers’ lien;




     (m) Liens consisting of deposits of Property to secure statutory obligations of
Borrowers or any Subsidiary of Borrowers in the ordinary course of its business;




     (n) Liens consisting of deposits of Property to secure (or in lieu of) surety,
appeal or customs bonds in proceedings to which Borrowers or any Subsidiary of
Borrowers is a party in the ordinary course of its business;




     (o) Liens (other than judgment Liens resulting in an Event of Default under
Section 8.1(h)) created by or resulting from any litigation or legal
proceeding involving Borrowers or any Subsidiary of Borrowers in the ordinary course
of its business which is currently being contested in good faith by appropriate
proceedings, provided that adequate reserves have been set aside and no
Property is subject to a material risk of loss or forfeiture;




     (p) other non-consensual Liens incurred in the ordinary course of business but
not in connection with an extension of credit, which do not in the aggregate, when
taken together with all other Liens, materially impair the value or use of the
Property of Borrowers and their respective Subsidiaries, taken as a whole;




     (q) Liens consisting of (i) an interest (other than a legal or equitable
co-ownership interest, an option or right to acquire a legal or equitable
co-ownership interest and any interest of a ground lessor under a ground lease),
that does not materially impair the value or use of Property for the purposes for
which it is or may reasonably be expected to be held, (ii) an option or right to
acquire a Lien that would be a Permitted Lien, (iii) the subordination of a lease or
sublease in favor of a financing entity and (iv) a license, or similar right, of or
to Intangible Assets granted in the ordinary course of business; and




     (r) Liens and Negative Pledges securing purchase money obligations, capital
leases and Synthetic Leases incurred after the Closing Date as provided in
Section 7.1(f).



     “Permitted Swap Obligations” means all obligations (contingent or otherwise) of
Borrowers or any of their respective Subsidiaries existing or arising under Swap Contracts,
provided that each of the following criteria is satisfied: (a) such obligations are (or were)
entered into by such Person in the ordinary course of business for the purpose of directly
mitigating risks associated with liabilities, commitments or assets held or reasonably anticipated
by such Person, or changes in the value of securities issued by such Person in conjunction with a
securities repurchase program not otherwise prohibited hereunder, and not for purposes of
speculation or



19









 






taking a “market view;” and (b) such Swap Contracts do not contain (i) any provision
(“walk-away” provision) exonerating the non-defaulting party from its obligation to make payments
on outstanding transactions to the defaulting party, or (ii) any provision creating or permitting
the declaration of an event of default, termination event or similar event upon the occurrence of a
breach hereof (other than an Event of Default under Section 8.1).




          “Person” means any individual or entity, including a trustee, corporation, limited
liability company, general partnership, limited partnership, joint stock company, trust, estate,
unincorporated organization, business association, firm, joint venture, Governmental Authority, or
other entity.




          “Pro Rata Share” means, with respect to each Lender, the percentage of the Aggregate
Commitments set forth opposite the name of that Lender on Schedule 2.1, as such share may
be adjusted as contemplated herein.




          “Property” or “Properties” means any interest in any kind of property or
asset, whether real, personal or mixed, or tangible or intangible.




          “Real Property” means, as of any date of determination, all real Property then or
theretofore owned, leased or occupied by Borrowers or any of their respective Subsidiaries.




          “Register” has the meaning specified in Section 10.6(c).




          “Regulations T, U and X” means Regulations T, U and X, as at any time amended, of the
FRB, or any other regulations in substance substituted therefor.




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




          “Reportable Event” means, any of the events set forth in Section 4043(c) of ERISA or
the regulations thereunder, other than any such event for which the 30-day notice requirement under
ERISA has been waived in regulations issued by the PBGC.




          “Request for Extension of Credit” means a written request substantially in the form of
Exhibit A or telephonic request followed by such written request, duly completed and signed
by a Responsible Officer of each Borrower, in each case delivered to Administrative Agent by
Requisite Notice.




          “Requisite Lenders” means, as of any date of determination, Lenders whose Voting
Percentages aggregate more than 50%.




          “Requisite Notice” means, unless otherwise provided herein, (a) irrevocable written
notice to the intended recipient or (b) irrevocable telephonic notice to the intended recipient,
promptly followed by a written notice to such recipient. Such notices shall be (i) delivered or
made to such recipient at the address, telephone number or facsimile number set forth on
Schedule 10.2 or in the Administrative Questionnaire or as otherwise designated by such



20









 






recipient by Requisite Notice to Administrative Agent and (ii) if made by a Borrower Party,
given or made by a Responsible Officer. Any written notice shall be in the form, if any,
prescribed in the applicable section herein and may be given by facsimile provided such
facsimile is promptly confirmed by a telephone call to such recipient.




          “Requisite Time” means, with respect to any of the actions listed below, the time set
forth opposite such action (all times are California time) on or prior to the date (the “relevant
date”) of such action:




	 	 	 	 	 
	Action	 	Time	 	Date
	Borrowing or prepayment of
or conversion into Base Rate
Portions

	 	9:00 a.m.
	 	Relevant date
	 
	 	 	 	 
	Borrowing of, continuation
of, prepayment of or
conversion into Eurodollar
Rate Portions

	 	10:00 a.m.
	 	3 Business Days prior to
relevant date
	 
	 	 	 	 
	Funds made available by
Lenders or Borrowers to
Administrative Agent

	 	11:00 a.m.
	 	Relevant date






          “Responsible Officer” means the chief executive officer, president, chief financial
officer, corporate controller or treasurer of a Borrower Party, or any other officer or partner
having substantially the same authority and responsibility. Any document or certificate hereunder
that is signed or executed by a Responsible Officer of a Borrower Party shall be conclusively
presumed to have been authorized by all necessary corporate, partnership and/or other action on the
part of such Borrower Party and such Responsible Officer shall be conclusively presumed to have
acted on behalf of such Borrower Party.




          “RSA” means Reliance Steel & Aluminum Co., a California corporation.




          “RSAC Management” means RSAC Management Corp., a California corporation.




          “Shareholders’ Equity” means, as of any date of determination for RSA and its
Subsidiaries on a consolidated basis, shareholders’ equity as of that date determined in accordance
with GAAP.




          “SPC” has the meaning specified in Section 10.6(i).




          “Subsidiary” means, as of any date of determination and with respect to any Person,
any corporation, limited liability company or partnership (whether or not, in either case,
characterized as such or as a “joint venture”), whether now existing or hereafter organized or



21









 






acquired: (a) in the case of a corporation or limited liability company, of which a majority
of the securities having ordinary voting power for the election of directors or other governing
body (other than securities having such power only by reason of the happening of a contingency) are
at the time beneficially owned by such Person and/or one or more Subsidiaries of such Person, or
(b) in the case of a partnership, of which a majority of the partnership or other ownership
interests are at the time beneficially owned by such Person and/or one or more of its Subsidiaries.




          “Swap Contract” means a written agreement between either Borrower and one or more
financial institutions providing for “swap”, “cap”, “collar” or other interest rate protection with
respect to any Indebtedness.




          “Synthetic Lease” means, with respect to any Person, (a) a so-called synthetic lease,
or (b) an agreement for the use or possession of property creating obligations which do not appear
on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person,
would be characterized as the Indebtedness of such Person (without regard to accounting treatment).




          “Tangible Assets” means, with respect to any Person, all of such Person’s assets
determined in accordance with GAAP other than Intangible Assets.




          “Term Loan” means the extensions of credit to Borrowers under Section 2.1.




          “Term Note” means, without differentiation, each promissory note made by Borrowers to
a Lender evidencing such Lender’s Pro Rata Share of the Term Loan, substantially in the form of
Exhibit C, either as originally executed or as the same may from time to time be
supplemented, modified, amended, renewed, extended or replaced (collectively, the “Term
Notes”).




          “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) 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) would have been known by the Person (or, in the case of a Person
other than a natural Person, would have been known by a Responsible Officer).




          “Total Leverage Ratio” means, as of the last day of any Fiscal Quarter (including the
last day of a Fiscal Quarter which is also the last day of a Fiscal Year), the ratio, calculated on
a consolidated basis for RSA and its Subsidiaries, of (a) Funded Debt to (b) the sum of Funded Debt
plus Shareholders’ Equity.




          “type” means (a) a Base Rate Portion or (b) an Eurodollar Rate Portion with an
Interest Period of one, two, three, or six months thereafter, as selected by Borrowers in the
Request for Extension of Credit relating thereto. “Type” means, in respect of all or any
portion of the Term Loan, its character as such.




22









 








          “Unfunded Pension Liability” means the excess of a Pension Plan’s benefit liabilities
under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets,
determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section
412 of the Code for the applicable plan year.




          “Voting Percentage” means, as to any Lender, (a) on or prior to the termination of the
Aggregate Commitments, such Lender’s Pro Rata Share and (b) at any time after the termination of
the Aggregate Commitments, the percentage (carried out to the ninth decimal place) which (i) such
Lender’s Pro Rata Share of the Term Loan then comprises of (ii) the Outstanding Amount of the Term
Loan; provided, however, that if any Lender has failed to fund any portion of its
Pro Rata Share of the Term Loan required to be funded by it hereunder, such Lender’s Voting
Percentage shall be deemed to be zero, and the respective Pro Rata Shares and Voting Percentages of
the other Lenders shall be recomputed for purposes of this definition and the definition of
“Requisite Lenders” without regard to such Lender’s Commitment or the Outstanding Amount of such
Defaulting Lender’s Pro Rata Share of the Term Loan.




          “Wholly-Owned Domestic Subsidiary” means a Wholly-Owned Subsidiary of either Borrower
which is created, organized or domesticated in the United States or under the laws of the United
States or any state thereof.




          “Wholly-Owned Subsidiary” means, at any time, any Subsidiary one hundred percent
(100%) of all of the equity interests and voting interests of which are owned by any one or more of
Borrowers and their respective Wholly-Owned Subsidiaries at such time.




          1.2 Use of Defined Terms. Any defined term used in the plural shall refer to all
members of the relevant class, and any defined term used in the singular shall refer to any one or
more of the members of the relevant class.




          1.3 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, GAAP applied on a consistent basis, except as
otherwise specifically prescribed herein. In the event that GAAP changes during the term of this
Agreement such that the financial covenants would then be calculated in a different manner or with
different components, (a) Borrowers and Lenders agree to amend this Agreement in such respects as
are necessary to conform those covenants as criteria for evaluating Borrowers’ financial condition
to substantially the same criteria as were effective prior to such change in GAAP and (b) Borrowers
shall be deemed to be in compliance with the covenants contained in the aforesaid Sections during
the 90-day period following any such change in GAAP if and to the extent that Borrowers would have
been in compliance therewith under GAAP as in effect immediately prior to such change.




          1.4 Rounding. Any financial ratios required to be maintained by Borrowers pursuant to
this Agreement shall be calculated by dividing the appropriate component by the other component,
carrying the result to one place more than the number of places by which such ratio is expressed in
this Agreement and rounding the result up or down to the nearest number




23









 







(with a rounding up if there is no nearest number) to the number of places by which such ratio
is expressed in this Agreement.




          1.5 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 this reference. A matter disclosed on any Schedule shall be deemed
disclosed on all Schedules.




          1.6 References to “RSA and its Subsidiaries” or “Borrowers and their respective
Subsidiaries". Any reference herein to (i) “RSA and its Subsidiaries” or the like shall refer
solely to RSA during such times, if any, as RSA shall have no Subsidiaries, or (ii) “Borrowers and
their respective Subsidiaries” or the like shall refer solely to Borrowers during such times, if
any, as Borrowers shall have no Subsidiaries.




          1.7 Miscellaneous Terms. The term “or” is disjunctive; the term “and” is conjunctive.
The term “shall” is mandatory; the term “may” is permissive. Masculine terms also apply to
females; feminine terms also apply to males. The term “including” is by way of example and not
limitation.




Section 2

THE TERM LOAN




          2.1 Term Loan.




               (a) Subject to the terms and conditions set forth in this Agreement, each Lender severally
agrees, simultaneously with the other Lenders, to make loans to Borrowers on the Closing Date in an
amount not to exceed such Lender’s Pro Rata Share of the Aggregate Commitments.



          2.2 Borrowing, Conversions and Continuations of Portions.




               (a) The borrowing of the Term Loan and the Conversion or Continuation of Base Rate Portions
and Eurodollar Rate Portions shall be made by a duly completed Request for Extension of Credit
therefor by Requisite Notice to Administrative Agent not later than the Requisite Time therefor.
All portions of the Term Loan shall bear interest as a Base Rate Portion unless otherwise properly
and timely otherwise designated as a Eurodollar Rate Portion as set forth in the preceding
sentence.



               (b) Following receipt of the initial Request for Extension of Credit, Administrative Agent
shall notify each Lender of its Pro Rata Share thereof by Requisite Notice, and, thereafter, each
Lender shall make the funds for the Term Loan available to Administrative Agent at Administrative
Agent’s Office not later than the Requisite Time therefor on the Business Day specified in such
Request for Extension of Credit. Upon satisfaction or waiver of the applicable conditions set
forth in Section 4, all funds so received shall be made available to Borrowers in like
funds received.




24











 





               (c) Administrative Agent shall promptly notify Borrowers and Lenders of the Eurodollar Rate
applicable to any Eurodollar Rate Portion upon determination thereof.



               (d) Unless Administrative Agent and the Requisite Lenders otherwise consent, no more than ten
different Interest Periods shall be in effect in respect of the Term Loan at any one time.



               (e) No Eurodollar Rate Portions may be continued as such during the existence of an Event of
Default. During the existence of an Event of Default, the Requisite Lenders may determine that any
or all of the then outstanding Eurodollar Rate Portions shall be Converted to Base Rate Portions.
Such Conversion shall be effective upon notice to Borrowers from Administrative Agent and shall
continue so long as such Event of Default continues to exist.



          2.3 Prepayments.




               (a) Upon Requisite Notice to Administrative Agent not later than the Requisite Time therefor,
Borrowers may at any time and from time to time voluntarily prepay the Term Loan in the Minimum
Amount therefor. Administrative Agent will promptly notify each Lender thereof and of such
Lender’s Pro Rata Share of such prepayment. Any prepayment of a Eurodollar Rate Portion shall be
accompanied by all accrued interest thereon, together, if applicable because not at the end of an
Interest Period, with the costs set forth in Section 3.6. Each prepayment of the Term Loan
shall be applied in the inverse order of maturity to the principal repayment installments thereof
payable in accordance with Section 2.5.



          2.4 Termination of Commitments. The aggregate Commitments, other than the Commitment
of a Defaulting Lender, shall automatically and permanently be reduced to zero on the date of the
borrowing of the Term Loan.




          2.5 Repayments. Borrowers shall pay to Administrative Agent for the accounts of the
Lenders a portion of the principal amount of the Term Loan on the last Business Day of each
calendar quarter, commencing on December 31, 2008, in an aggregate amount equal to $18,750,000
(which amount shall be reduced as a result of the application of prepayments of principal in
accordance with the order of priority set forth in Section 2.3); and any amount of the Term
Loan remaining outstanding shall be repaid in one final installment on the Maturity Date.




          2.6 Interest.




               (a) Subject to subsection (b), Borrowers jointly and severally agree to pay interest on the
unpaid principal amount of the Term Loan from the date borrowed until paid in full (whether by
acceleration or otherwise) (i) in the case of Base Rate Portions at a rate per annum equal to the
Base Rate plus the Applicable Margin, and (ii) in the case of Eurodollar Rate Portions, the
Eurodollar Rate for the applicable Interest Period plus the Applicable Margin.



25









 





               (b) If any amount payable by Borrowers under any Loan Document is not paid when due (without
regard to any applicable grace periods), it shall thereafter bear interest at a fluctuating
interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by
applicable Laws. Upon the request of the Requisite Lenders, while any Event of Default exists,
Borrowers shall pay interest on the principal amount of all Outstanding Obligations hereunder at a
fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent
permitted by applicable Laws. Accrued and unpaid interest on past due amounts including, without
limitation, interest on past due interest shall be compounded monthly, on the last day of each
calendar month, to the fullest extent permitted by applicable Laws and payable upon demand.



               (c) Interest on the principal balance of the Term Loan that remains outstanding from day to
day shall be due and payable in arrears on each Interest Payment Date applicable thereto and at
such other times as may be specified herein. Interest hereunder shall be due and payable in
accordance with the terms hereof before and after judgment and after the commencement of any
proceeding under any Debtor Relief Law.



          2.7 Fees. Borrowers shall pay to the Arranger and Administrative Agent for their own
respective accounts (or, to the extent specified in the Fee Letter, for the account of Lenders)
fees in the amounts and at the times specified in the Fee Letter. Such fees shall be fully earned
when paid and shall not be refundable for any reason whatsoever.




          2.8 Computation of Interest and Fees.




               (a) Computation of interest on Base Rate Portions shall be calculated on the basis of a year
of 365 or 366 days, as the case may be, and the actual number of days elapsed; computation of
interest on Eurodollar Rate Portions and all fees under this Agreement shall be calculated on the
basis of a year of 360 days and the actual number of days elapsed, which results in a higher yield
to Lenders than a method based on a year of 365 or 366 days. Interest shall accrue on the Term
Loan for the day on which it is made; interest shall not accrue on the Term Loan, or any portion
thereof, for the day on which the Term Loan or such portion is paid. Any repayment of all or any
portion of the Term Loan on the same day on which it is made shall bear interest for one day.
Notwithstanding anything in this Agreement to the contrary, interest in excess of the maximum
amount permitted by applicable Laws shall not accrue or be payable hereunder, and any amount paid
as interest hereunder which would otherwise be in excess of such maximum permitted amount shall
instead be treated as a payment of principal.



               (b) If, as a result of any restatement of or other adjustment to the financial statements of
Borrowers or for any other reason, Borrowers or the Lenders determine that (i) the Total Leverage
Ratio as calculated by Borrowers as of any applicable date was inaccurate and (ii) a proper
calculation of the Total Leverage Ratio would have resulted in higher pricing for such period,
Borrowers shall immediately and retroactively be obligated to pay to Administrative Agent for the
account of the applicable Lenders, promptly following, and in any event within five (5) days after,
demand by Administrative Agent (or, after the occurrence of an actual or deemed entry of an order
for relief with respect to either Borrower under the Bankruptcy Code of the United States,
automatically and without further action by



26









 







Administrative Agent or any Lender) an amount equal to the excess of the amount of interest
that should have been paid for such period over the amount of interest actually paid for such
period. This Section shall not limit the rights of Administrative Agent or any Lender, as the case
may be, under Section 2.6 or Section 8. Subject to any applicable statute of limitations,
Borrowers’ obligations under this Section shall survive the termination of the Aggregate
Commitments and the repayment of all Obligations hereunder.



          2.9 Manner and Treatment of Payments among Lenders, Borrowers and Administrative
Agent.




               (a) All payments to be made by Borrowers shall be made without condition or deduction for any
counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all
payments by Borrowers or any Lender hereunder shall be made to Administrative Agent at
Administrative Agent’s Office not later than the Requisite Time for such type of payment in Dollars
in immediately available funds. The Administrative Agent will promptly distribute to each Lender
from any such payment made by either Borrower for the account of Lenders such Lender’s Pro Rata
Share (or other applicable share as provided herein) of such payment in like funds as received by
wire transfer to such Lender’s Lending Office. All payments received after such Requisite Time
shall be deemed received on the next succeeding Business Day. All payments shall be made in
immediately available funds in lawful money of the United States of America.



               (b) Upon satisfaction of any applicable terms and conditions set forth herein, Administrative
Agent shall promptly make any amounts received in accordance with the prior subsection available in
like funds received as follows: (i) if payable to Borrowers, by crediting the Designated Deposit
Account, and (ii) if payable to any Lender, by wire transfer to such Lender at the address
specified in Schedule 10.2 or the Administrative Questionnaire. Administrative Agent’s
determination, or any Lender’s determination not contradictory thereto, of any amount payable
hereunder shall be conclusive in the absence of manifest error.



               (c) Subject to the definition of “Interest Period,” if any payment to be made by Borrowers or
any other Borrower Party shall come due on a day other than a Business Day, payment shall instead
be considered due on the next succeeding Business Day and the extension of time shall be reflected
in computing interest and fees.



               (d) Unless Borrowers or any Lender have notified Administrative Agent prior to the time any
payment to be made by them is due, that they do not intend to remit such payment, Administrative
Agent may, in its discretion, assume that Borrowers or Lender, as the case may be, have timely
remitted such payment and may, in its discretion and in reliance thereon, make available such
payment to the Person entitled thereto. If such payment was not in fact remitted to Administrative
Agent, then:




     (i) if Borrowers failed to make such payment, each Lender shall
forthwith on demand repay to Administrative Agent the amount of such assumed
payment made available to such Lender, together with interest thereon in
respect of each day from and including the date such



27









 







amount was made available by Administrative Agent to such Lender to the
date such amount is repaid to Administrative Agent at the Federal Funds
Rate; and




     (ii) if any Lender failed to make such payment, Administrative Agent
shall be entitled to recover such corresponding amount on demand from such
Lender. If such Lender does not pay such corresponding amount forthwith
upon Administrative Agent’s demand therefor, Administrative Agent promptly
shall notify Borrowers, and Borrowers shall pay such corresponding amount to
Administrative Agent. Administrative Agent also shall be entitled to
recover from such Lender interest on such corresponding amount in respect of
each day from the date such corresponding amount was made available by
Administrative Agent to Borrowers to the date such corresponding amount is
recovered by Administrative Agent, (A) from such Lender at a rate per annum
equal to the daily Federal Funds Rate, and (B) from Borrowers, at a rate per
annum equal to the interest rate applicable to the amount so borrowed.
Nothing herein shall be deemed to relieve any Lender from its obligation to
fulfill its Commitments or to prejudice any rights which Administrative
Agent or Borrowers may have against any Lender as a result of any default by
such Lender hereunder.



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




          2.11 Automatic Deduction. On each date when the payment of any principal, interest or
fees are due hereunder or under any Term Note, Borrowers agree to maintain on deposit in an
ordinary checking account maintained by Borrowers with Administrative Agent (as such account shall
be designated by Borrowers in a written notice to Administrative Agent from time to time, the
“Borrowers Account”) an amount sufficient to pay such principal, interest or fees in full.
Borrowers hereby authorize Administrative Agent (i) to deduct automatically all interest or fees
when due hereunder or under the Term Notes from the Borrowers Account, and (ii) if and to the
extent any payment of principal under this Agreement or any other Loan Document is not made when
due, to deduct automatically any such amount from any or all of the accounts of Borrowers maintains
with Administrative Agent. Administrative Agent agrees to provide timely notice to Borrowers of
any automatic deduction made pursuant to this Section 2.11.




          2.12 Obligations of Lenders Several. The obligations of Lenders hereunder to fund
their respective Pro Rata Shares of the Term Loan and to make payments pursuant to Section
10.4(c) are several and not joint. The failure of any Lender to fund its Pro Rata Share of the
Term Loan or to make any payment under Section 10.4(c) on any date required hereunder shall
not relieve any other Lender of its corresponding obligation to do so on such date, and no




28









 




Lender shall be responsible for the failure of any other Lender to fund its Pro Rata Share of
the Term Loan or to make its payment under Section 10.4(c).




          2.13 Sharing of Payments by Lenders. If any Lender, by exercising any right of setoff
or counterclaim or otherwise, obtains payment in respect of any principal of or interest on the
Term Loan resulting in such Lender’s receiving payment of a proportion of the Term Loan and accrued
interest thereon greater than its Pro Rata Share thereof as provided herein, then the Lender
receiving such greater proportion shall (a) notify Administrative Agent of such fact, and (b)
purchase (for cash at face value) participations in the Term Loan, or make such other adjustments
as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders
ratably in accordance with their Pro Rata Shares; provided that:





     (i) if any such participations or subparticipations are purchased and
all or any portion of the payment giving rise thereto is recovered, such
participations or subparticipations shall be rescinded and the purchase
price restored to the extent of such recovery, without interest; and




     (ii) the provisions of this Section shall not be construed to apply to
(x) any payment by Borrowers pursuant to and in accordance with the express
terms of this Agreement or (y) any payment obtained by a Lender as
consideration for the assignment of or sale of a participation in the Term
Loan to any assignee or participant other than to Borrowers or any of their
Subsidiaries (as to which the provisions of this Section apply).



Section 3

TAXES, YIELD PROTECTION AND ILLEGALITY




          3.1 Taxes.




               (a) Payments Free of Taxes. Each payment of any amount payable by Borrowers or any
other Borrower Party under this Agreement or any other Loan Document shall be made free and clear
of, and without reduction by reason of, any Applicable Taxes. To the extent that Borrowers are
obligated by applicable Laws to make any deduction or withholding on account of Applicable Taxes or
Lender Taxes from any amount payable to any Lender under this Agreement, Borrowers shall promptly
notify Administrative Agent of such fact and (a) make such deduction or withholding and pay the
same to the relevant Governmental Authority and (b) in case of an Applicable Tax, pay such
additional amount directly to that Lender as is necessary to result in that Lender receiving a net
after-Applicable Tax amount equal to the amount to which that Lender would have been entitled under
this Agreement absent such deduction or withholding. Within 30 days after the date of any payment
by Borrowers of any amounts pursuant to this section, Borrowers shall furnish to Administrative
Agent the original or a certified copy of a receipt evidencing payment thereof, or other evidence
of payment satisfactory to Administrative Agent.



29









 





               (b) Indemnification by Borrowers. Borrowers shall indemnify Administrative Agent and
each Lender, within 10 days after demand therefor, for the full amount of any Applicable Taxes
(including for the full amount of any Applicable Taxes imposed or asserted on or attributable to
amounts payable under this paragraph) paid by Administrative Agent or such Lender, as the case may
be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto,
whether or not such Applicable Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. A certificate as to the amount of such payment or liability delivered to
Borrowers by a Lender (with a copy to Administrative Agent), or by Administrative Agent on its own
behalf or on behalf of a Lender, shall be conclusive absent manifest error.



          3.2 Increased Costs. If any Lender reasonably determines after the Closing Date that
any Laws or guidelines (whether or not having the force of law) or compliance therewith, have the
effect of increasing its cost of agreeing to make or making, to issue or participating in, funding
or maintaining its Pro Rata Share of the Term Loan, then Borrowers shall, upon demand by such
Lender (with a copy of such demand to Administrative Agent), pay to Administrative Agent for the
account of such Lender additional amounts sufficient to compensate such Lender for such increased
cost.




          3.3 Capital Adequacy. If any Lender determines after the Closing Date that any Laws
regarding capital adequacy, or compliance by such Lender (or its Lending Office) or any corporation
controlling Lender, with any request, guideline or directive regarding capital adequacy (whether or
not having the force of law) of any Governmental Authority not imposed as a result of such Lender’s
or such corporation’s failure to comply with any other Laws affects or would affect the amount of
capital required or expected to be maintained by such Lender or any corporation controlling such
Lender and (taking into consideration such Lender’s or such corporation’s policies with respect to
capital adequacy and such Lender’s desired return on capital) determines in good faith that the
amount of such capital is increased, or the rate of return on capital is reduced, as a consequence
of its obligations under this Agreement, then upon demand of such Lender (with a copy to
Administrative Agent), Borrowers shall pay to such Lender, from time to time as specified in good
faith by such Lender, additional amounts sufficient to compensate such Lender in light of such
circumstances, to the extent reasonably allocable to such obligations under this Agreement.




          3.4 Illegality. If any Lender determines after the Closing Date that any Law has made
it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or
its applicable Lending Office to make or maintain Eurodollar Rate Portions, or materially restricts
the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the applicable
offshore Dollar market, or to determine or charge interest rates based upon the Eurodollar Rate,
then, on notice thereof by such Lender to Borrowers through Administrative Agent, any obligation of
such Lender to make or maintain Eurodollar Rate Portions shall be suspended until such Lender
notifies Administrative Agent and Borrowers that the circumstances giving rise to such
determination no longer exist. Upon receipt of such notice, Borrowers shall, upon demand from such
Lender (with a copy to Administrative Agent), Convert all Eurodollar Rate Portions of such Lender,
either on the last day of the Interest Period thereof, if such Lender may lawfully continue to
maintain such Eurodollar Rate Portions to such day, or immediately, if









30









 










such Lender may not lawfully continue to maintain such Eurodollar Rate Portions. Each Lender
agrees to designate a different Lending Office if such designation will avoid the need for such
notice and will not, in the good faith judgment of such Lender, otherwise be materially
disadvantageous to such Lender.




          3.5 Inability to Determine Rates. If, in connection with any Request for Extension of
Credit, Administrative Agent reasonably determines that (a) Dollar deposits are not being offered
to Lenders in the applicable offshore Dollar market for the applicable amount and applicable
Interest Period, (b) adequate and reasonable means do not exist for determining the Eurodollar
Rate, or (c) such Eurodollar Rate does not adequately and fairly reflect the cost to Lenders of
funding or maintaining the Term Loan, Administrative Agent will promptly so notify Borrowers and
each Lender. Thereafter, the obligation of Lenders to maintain all or any portion of the Term Loan
as a Eurodollar Rate Portion shall be suspended until Administrative Agent revokes such notice, and
the Term Loan will bear interest calculated based on the Base Rate.




          3.6 Breakfunding Costs. Upon Continuation, Conversion, payment or prepayment of any
Eurodollar Rate Portion on a day other than the last day in the applicable Interest Period (whether
voluntary, mandatory, automatic, by reason of acceleration, or otherwise and including any
repayment pursuant to Section 2.5 and any action required under this Section 3), or
upon the failure of Borrowers (for a reason other than the failure of a Lender to fund its Pro Rata
Share of the Term Loan) to borrow, Continue or Convert any Eurodollar Rate Portion on the date or
in the amount specified in any Request for Extension of Credit, then Borrowers shall, upon demand
made by any Lender (with a copy to Administrative Agent), reimburse each Lender and hold each
Lender harmless from any loss or expense which Lender may sustain or incur as a consequence
thereof, including any such loss or expense arising from the liquidation or reemployment of funds
obtained by it to maintain its Pro Rata Share of the Term Loans or from fees payable to terminate
the deposits from which such funds were obtained.




          3.7 Matters Applicable to all Requests for Compensation.




               (a) Administrative Agent and any Lender shall provide reasonable detail to Borrowers regarding
the manner in which the amount of any payment to Administrative Agent or that Lender under this
Section 3 has been determined, concurrently with demand for such payment. Administrative
Agent’s or any Lender’s determination of any amount payable under this Section 3 shall be
conclusive in the absence of manifest error.



               (b) For purposes of calculating amounts payable under this Section 3 the Eurodollar
Rate Portion shall be deemed to have been funded at the applicable interest rate set forth in the
definition thereof whether or not such portion was, in fact, so funded.



               (c) All of Borrowers’ obligations under this Section 3 shall survive termination of
the Aggregate Commitments and payment in full of all Outstanding Obligations hereunder.



31









 





Section 4

CONDITIONS




          4.1 Basic Closing Conditions. The obligation of each Lender to fund its Pro Rata
Share of the Term Loan is subject to the following conditions precedent, each of which shall be
satisfied prior to the making of the Term Loan (unless all of Lenders, in their sole and absolute
discretion, shall agree otherwise):




               (a) Administrative Agent shall have received all of the following, each of which shall be
originals unless otherwise specified, each properly executed by a Responsible Officer of each
Borrower (except in the case of the Master Subsidiary Guaranty under subsection (iii)), each dated
as of the Closing Date or, in the case of the documents required under subsection (iv) below, as of
a recent date, and each in form and substance satisfactory to Administrative Agent, each of the
Lenders, and their respective legal counsel (unless otherwise specified or, in the case of the date
of any of the following, unless Administrative Agent otherwise agrees or directs):




     (i) at least one executed counterpart of this Agreement, together with
arrangements satisfactory to Administrative Agent for additional executed
counterparts of this Agreement, sufficient in number for distribution to
each Lender and Borrowers;




     (ii) Term Notes executed by Borrowers in favor of each Lender
requesting a Term Note, each in a principal amount equal to that Lender’s
Pro Rata Share;




     (iii) the Master Subsidiary Guaranty executed by each Guarantor;




     (iv) with respect to Borrowers and each Guarantor, such documentation
as may be required to establish the due organization, valid existence and
good standing of Borrowers and each such Guarantor, its qualification to
engage in business in each jurisdiction in which it is engaged in business
or required to be so qualified (where failure to be qualified could
reasonably be expected to result in a Material Adverse Effect), its
authority to execute, deliver and perform any Loan Documents to which it is
a party, the identity, authority and capacity of each Responsible Officer
thereof authorized to act on its behalf, including certified copies of
articles of incorporation and amendments thereto, bylaws and amendments
thereto, certificates of good standing and/or qualification to engage in
business, tax clearance certificates, certificates of corporate resolutions,
incumbency certificates, certificates of Responsible Officers, and the like;




     (v) the Opinion of Counsel;



32









 






     (vi) a certificate signed by a Responsible Officer certifying that (i)
the conditions specified in Sections 4.1(d) and 4.1(e) have
been satisfied, (ii) there shall not have occurred a material adverse change
since December 31, 2007 in the business, assets, liabilities (actual or
contingent), operations, or condition (financial or otherwise) of Borrowers
and their respective Subsidiaries taken as a whole;




     (vii) a duly completed Compliance Certificate as of the last day of the
Fiscal Quarter of RSA and its Subsidiaries on a consolidated basis ended on
June 30, 2008, signed by a Responsible Officer of RSA; and




     (viii) such other assurances, certificates, documents, consents or
opinions as Lenders or Administrative Agent reasonably may require.



               (b) Any fees required to be paid on or before the Closing Date shall have been paid.



               (c) Attorney Costs of Bank of America to the extent invoiced prior to or on the Closing Date,
plus such additional amounts of Attorney Costs as shall constitute Bank of America’s reasonable
estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings
(provided that such estimate shall not hereafter preclude final settling of accounts between
Borrowers and Bank of America) shall have been paid.



               (d) The representations and warranties of Borrowers contained in Section 5 shall be
true and correct in all material respects as of the Closing Date.



               (e) Borrowers and any other Borrower Parties shall be in compliance with all the terms and
provisions of the Loan Documents, and giving effect to the Term Loan no Default or Event of Default
shall have occurred and be continuing.



     Without limiting the generality of the provisions of Section 9.4, for purposes of
determining compliance with the conditions specified in this Section 4.1, each Lender that
has signed this Agreement shall be deemed to have consented to, approved or accepted or to be
satisfied with, each document or other matter required thereunder to be consented to or approved by
or acceptable or satisfactory to a Lender unless Administrative Agent shall have received notice
from such Lender prior to the proposed Closing Date specifying its objection thereto.



          4.2 Additional Conditions. The obligation of each Lender to fund its Pro Rata Share
of the Term Loan is subject to the following additional conditions precedent:




               (a) no Default or Event of Default has occurred and is continuing, or would result from the
Term Loan;



               (b) Administrative Agent shall have timely received a duly completed Request for Extension of
Credit by Requisite Notice by the Requisite Time therefor.



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Section 5

REPRESENTATIONS AND WARRANTIES




          Borrowers, jointly and severally, represent and warrant to Administrative Agent and Lenders
that:




          5.1 Existence and Qualification; Power; Compliance With Laws. Each Borrower and each
of its respective Subsidiaries is a corporation duly formed, validly existing and in good standing
under the laws of the jurisdiction of its incorporation. Each Borrower and each of its respective
Subsidiaries is duly qualified or registered to transact business and is in good standing in each
other jurisdiction in which the conduct of its business or the ownership or leasing of its
Properties makes such qualification or registration necessary, except where the failure so to
qualify or register and to be in good standing would not constitute a Material Adverse Effect.
Each Borrower and each of its respective Subsidiaries has all requisite corporate power and
authority to conduct its business, to own and lease its Properties and to execute and deliver each
Loan Document to which it is a party and to perform its Obligations. All outstanding shares of
capital stock of each Borrower and each of its respective Subsidiaries are duly authorized, validly
issued, fully paid and non-assessable, and no holder thereof has any enforceable right of
rescission under any applicable state or federal securities Laws. Each Borrower and each of its
respective Subsidiaries 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 Authority that are necessary for the
transaction of its business, except where the failure so to comply, file, register, qualify or
obtain exemptions does not constitute a Material Adverse Effect.




          5.2 Authority; Compliance With Other Agreements and Instruments and Government
Regulations. The execution, delivery and performance by Borrowers and each of their respective
Subsidiaries of the Loan Documents to which it is a party have been duly authorized by all
necessary corporate action, and do not and will not:



               (a) Require any consent or approval not heretofore obtained of any partner, director,
stockholder, security holder or creditor of such party where the failure to obtain such consent or
approval could reasonably be expected to have a Material Adverse Effect;



               (b) Violate or conflict with any provision of such party’s charter, articles of incorporation
or bylaws, as applicable, as amended;



               (c) Result in or require the creation or imposition of any Lien upon or with respect to any
Property now owned or leased or hereafter acquired by such party that is not permitted under
Section 7.1;



               (d) Violate any Laws applicable to such party where such violation could reasonably be
expected to have a Material Adverse Effect; or



34









 





               (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 Contractual
Obligation to which such party is a party or by which such party or any of its Property is bound or
affected;



          5.3 No Governmental Approvals or Other Consents Required. No authorization, consent,
approval, order, license or permit from, or filing, registration or qualification with, any
Governmental Authority or any other Person is or will be necessary or required to authorize or
permit under applicable Laws the execution, delivery and performance by, or enforcement against,
Borrowers and their respective Subsidiaries of the Loan Documents to which it is a party.




          5.4 Binding Obligations. Each of the Loan Documents to which Borrowers or any
Subsidiary thereof is a party will, when executed and delivered by such party, constitute the
legal, valid and binding obligation of such party, enforceable against such party in accordance
with its terms, except as enforcement may be limited by Debtor Relief Laws or equitable principles
relating to the granting of specific performance and other equitable remedies as a matter of
judicial discretion.




          5.5 Litigation. Except for (a) any matter fully covered as to subject matter and
amount (subject to applicable deductibles and retentions) by insurance for which the insurance
carrier has not asserted lack of subject matter coverage or reserved its right to do so, (b) any
matter, or series of related matters, involving a claim against Borrowers or any Subsidiary thereof
of less than $20,000,000, (c) matters of an administrative nature not involving a claim or charge
against Borrowers or any of their respective Subsidiaries and (d) matters set forth in Schedule
5.5, there are no actions, suits, proceedings or investigations pending as to which Borrowers
or any of their respective Subsidiaries have been served or have received notice or, to the best
knowledge of Borrowers, threatened against or affecting Borrowers or any of their respective
Subsidiaries or any Property of any of them before any Governmental Authority, which if adversely
determined would have a Material Adverse Effect.




          5.6 No Default. No event has occurred and is continuing that is a Default or Event of
Default.




          5.7 ERISA Compliance.




               (a) Each Pension Plan is in compliance in all material respects with the applicable provisions
of ERISA, the Code and other federal or state law. Each Pension Plan which is intended to qualify
under Section 401(a) of the Code has received a favorable determination letter from the United
States Internal Revenue Service or an application for such a letter is currently being processed by
the United States Internal Revenue Service with respect thereto and, to the best knowledge of
Borrowers, nothing has occurred which would prevent, or cause the loss of, such qualification.
Borrowers and each ERISA Affiliate have made all required contributions to any Pension Plan subject
to Section 412 of the Code, and no application for a funding waiver or an extension of any
amortization period pursuant to Section 412 of the Code has been made with respect to any Pension
Plan.



35









 





               (b) There are no pending or, to the best knowledge of Borrowers, threatened claims, actions or
lawsuits, or action by any Governmental Authority, with respect to any Pension Plan which has
resulted or could reasonably be expected to result in a Material Adverse Effect. There has been no
prohibited transaction or violation of the fiduciary responsibility rules with respect to any
Pension Plan which has resulted or could reasonably be expected to result in a Material Adverse
Effect.



               (c) (i) No ERISA Event has occurred or is reasonably expected to occur where the related
costs, expenses and liabilities could reasonably be expected to exceed $35,000,000; (ii) no Pension
Plan has any Unfunded Pension Liability, other than Unfunded Pension Liability which, when
aggregated with all Unfunded Pension Liability of all other Pension Plans, does not exceed
$35,000,000 in the aggregate at any time; (iii) neither Borrowers nor any ERISA Affiliate has
incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any
Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither
Borrowers nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and
no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in
such liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v)
neither Borrowers nor any ERISA Affiliate has engaged in a transaction that could be subject to
Sections 4069 or 4212(c) of ERISA.



          5.8 Use of Proceeds; Margin Regulations. No part of the proceeds of the Term Loan
will be used to purchase or carry, or to extend credit to others for the purpose of purchasing or
carrying, any Margin Stock in violation of Regulations T, U and X. Margin Stock does not
constitute more than 5% of the value of the combined assets of RSA and its Subsidiaries and RSA
does not have any present intention that Margin Stock will constitute more than 5% of the value of
such assets.




          5.9 Title to Property. Borrowers and their respective Subsidiaries have valid title
to the Property reflected in the balance sheet described in Section 5.12(a), other than
items of Property which are immaterial to Borrowers and their Subsidiaries, taken as a whole, and
Property subsequently sold or disposed of in the ordinary course of business, free and clear of all
Liens, other than Liens described in Schedule 5.9 or permitted by Section 7.1.




          5.10 Intangible Assets. Borrowers and their respective Subsidiaries own, or possess
the right to use to the extent necessary in their respective businesses, all material trademarks,
trade names, copyrights, patents, patent rights, computer software, licenses and other Intangible
Assets that are used in the conduct of their businesses as now operated, and no such Intangible
Asset, to the best knowledge of Borrowers, conflicts with the valid trademark, trade name,
copyright, patent, patent right or Intangible Asset of any other Person to the extent that such
conflict constitutes a Material Adverse Effect.




          5.11 Tax Liability. Borrowers and their respective Subsidiaries have filed all tax
returns which are required to be filed, and have paid, or made provision for the payment of, all
taxes with respect to the periods, Property or transactions covered by said returns, or pursuant to
any assessment received by Borrowers or any of their respective Subsidiaries, except (a) such




36









 




taxes, if any, as are being contested in good faith by appropriate proceedings and as to which
adequate reserves have been established and maintained and (b) immaterial taxes so long as no
material item or portion of Property of Borrowers or any of their respective Subsidiaries is in
jeopardy of being seized, levied upon or forfeited.




          5.12 Financial Statements.




               (a) The audited consolidated balance sheet dated December 31, 2007, and the quarterly
consolidated balance sheets dated [June 30, 2008], of RSA and its Subsidiaries, and the related
consolidated statements of income or operations, Shareholders’ Equity and cash flows for the Fiscal
Year or Fiscal Quarter, as applicable, ended on those dates (i) were prepared in accordance with
GAAP consistently applied throughout the period covered thereby, except as otherwise expressly
noted therein, (ii) fairly present the financial condition of RSA and its Subsidiaries as of the
date thereof and results of operations for the period covered thereby; and (iii) show all material
Indebtedness and other liabilities, direct or contingent, of RSA and its Subsidiaries as of the
date thereof, including liabilities for taxes or other material commitments.



               (b) Since the date of the audited financial statements referred to in subsection (a) above,
there has been no Material Adverse Effect.



          5.13 Environmental Compliance. Each Borrower and its Subsidiaries conduct in the
ordinary course of business a review of the effect of existing Environmental Laws and claims
alleging potential liability or responsibility for violation of any Environmental Law on their
respective businesses, operations and properties, and as a result thereof each Borrower has
reasonably concluded that compliance with such Environmental Laws and claims could not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.




          5.14 Investment Company Act. Neither Borrowers nor any of their respective
Subsidiaries is or is required to be registered as an “investment company” under the Investment
Company Act of 1940.




          5.15 Subsidiaries. Schedule 5.15 hereto correctly sets forth the names, form
of legal entity, number of shares of capital stock issued and outstanding, number of shares owned
by Borrowers or any Subsidiary of Borrowers (specifying such owner) and jurisdictions of
organization of all Subsidiaries of Borrowers (other than Borrowers). Each Material Domestic
Subsidiary (other than RSAC Management) has executed and delivered the Master Subsidiary Guaranty.
Unless otherwise indicated in Schedule 5.15, all of the outstanding shares of capital
stock, or all of the units of equity interest, as the case may be, of each Subsidiary are owned of
record and beneficially by Borrowers, as applicable, there are no outstanding options, warrants or
other rights to purchase capital stock of any such Subsidiary, and all such shares or equity
interests so owned are duly authorized, validly issued, fully paid and non-assessable, and were
issued in compliance with all applicable state and federal securities and other Laws, and are free
and clear of all Liens except for Permitted Liens. From time to time, Borrowers may update
Schedule 5.15 by delivering a revised version to Administrative Agent, whereupon this
Agreement shall be deemed to be amended as set forth in such revised Schedule 5.15.




37









 








          5.16 Insurance. The properties of Borrowers and their respective Subsidiaries are
insured with financially sound and reputable insurance companies not Affiliates of Borrowers, in
such amounts, with such deductibles and self-insurance and covering such risks as are customarily
carried by companies engaged in similar businesses and owning similar properties in localities
where Borrowers or such Subsidiary operates.




          5.17 Disclosure. No written statement made by a Responsible Officer to Administrative
Agent or any Lender in connection with this Agreement, or in connection with the Term Loan, as of
the date thereof contained any untrue statement of a material fact or omitted a material fact
necessary to make the statement made not misleading in light of all the circumstances existing at
the date the statement was made.




Section 6

AFFIRMATIVE COVENANTS




     So long as all or any portion of the Term Loan remains unpaid, or any other Obligation remains
unpaid or unperformed, or the Aggregate Commitments remain in force, Borrowers shall, and shall
cause each of their respective Subsidiaries to:



          6.1 Financial Statements. Deliver to Administrative Agent in form and detail
reasonably satisfactory to Administrative Agent and the Requisite Lenders, with sufficient copies
for each Lender:




               (a) As soon as practicable, and in any event within 95 days after the end of each Fiscal Year,
(i) the consolidated balance sheet of RSA and its Subsidiaries as at the end of such Fiscal Year
and the consolidated statements of operations, Shareholders’ Equity and cash flows, in each case of
RSA and its Subsidiaries for such Fiscal Year and (ii) consolidating (in accordance with past
consolidating practices of RSA) balance sheets and statements of operations, in each case of RSA
and its Subsidiaries as at the end of and for the Fiscal Year, all in reasonable detail. Such
financial statements shall be prepared in accordance with GAAP, consistently applied, and such
consolidated balance sheet and consolidated statements shall be accompanied by a report of
independent public accountants of recognized standing selected by RSA and reasonably satisfactory
to the Requisite Lenders, which report shall be prepared in accordance with generally accepted
auditing standards and applicable securities laws as at such date, and shall not be subject to any
qualifications or exceptions as to the scope of the audit nor to any “going concern” or like
qualification or exception nor to any other qualification or exception that are reasonably
determined by the Requisite Lenders in their good faith business judgment to be materially adverse
to the interests of Lenders. Such accountants’ report shall be accompanied by a certificate
stating that they have read this Agreement and, in making the examination pursuant to generally
accepted auditing standards necessary for certification of such financial statements and such
report, such accountants have obtained no knowledge of any Default.



               (b) As soon as practicable, and in any event within 50 days after the end of each Fiscal
Quarter (other than the fourth Fiscal Quarter in any Fiscal Year), the consolidated balance sheet
of RSA and its Subsidiaries as at the end of such Fiscal Quarter and



38









 







the consolidated statement of operations for such Fiscal Quarter, and the statement of cash
flows for the portion of the Fiscal Year ended with such Fiscal Quarter, all in reasonable detail.



               (c) As to any information contained in materials furnished pursuant to Section 6.2(c),
Borrowers shall not be separately required to furnish such information under clause (a) or (b)
above, but the foregoing shall not be in derogation of the obligation of Borrowers to furnish the
information and materials described in clauses (a) and (b) above at the times specified therein.



         6.2 Certificates, Notices and Other Information. Deliver to Administrative Agent in
form and detail satisfactory to Administrative Agent and the Requisite Lenders, with sufficient
copies for each Lender:



               (a) Concurrently with the financial statements required pursuant to Sections 6.1(a)
and 6.1(b), a Compliance Certificate signed by a Responsible Officer of each Borrower;



               (b) Promptly after any request by Administrative Agent, copies of any detailed audit reports,
management letters or recommendations submitted to the board of directors (or the audit committee
of the board of directors) of either Borrower by independent accountants in connection with the
accounts or books of RSA or any of its Subsidiaries, or any audit of any of them;



               (c) Promptly after the same are available, copies of each annual report, proxy or financial
statement or other report or communication sent to the shareholders of RSA, and copies of all
annual, regular, periodic and special reports and registration statements which RSA may file or be
required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to
Administrative Agent pursuant to other provisions of this Section;



               (d) Promptly after request by Administrative Agent, copies of any other report or other
document that was filed by each Borrower or any of its Subsidiaries with any Governmental Authority
that is material to Borrowers and their Subsidiaries taken as a whole and that is not publicly
available through filings with the SEC;



               (e) As soon as practicable, notice of the occurrence of any (i) ERISA Event, other than with
respect to the standard termination of a Pension Plan as to which neither Borrower Party nor any of
its ERISA Affiliates has any liability (contingent or otherwise) and to which the Borrower Parties
have contributed less than $35,000,0000 in the aggregate with respect to all such Pension Plans,
(ii) “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of
the Code) in connection with any Pension Plan or any trust created thereunder that is reasonably
likely to have a Material Adverse Effect on Borrowers and their Subsidiaries taken as a whole,
(iii) the adoption of, or the commencement of contributions to, any Pension Plan subject to Section
412 of the Code by Borrowers or any ERISA Affiliate, or (iv) the adoption of any amendment to a
Pension Plan subject to Section 412 of the Code, if such amendment results in a material increase
in contributions or Unfunded Pension Liability,



39









 







telephonic notice specifying the nature thereof, and, no more than five Business Days after
such telephonic notice, written notice again specifying the nature thereof and specifying what
action Borrowers or any of their respective Subsidiaries are taking or propose to take with respect
thereto, and, when known, any action taken by the Internal Revenue Service with respect thereto;



               (f) With reasonable promptness copies of (a) all notices received by Borrowers or any of their
ERISA Affiliates of the PBGC’s intent to terminate any Pension Plan or to have a trustee appointed
to administer any Pension Plan; (b) each Schedule B (Actuarial Information) to the annual report
(Form 5500 Series) filed by Borrowers or any of their ERISA Affiliates with the Internal Revenue
Service with respect to each Pension Plan, other than a Pension Plan to which neither Borrower
contributes nor as to which either Borrower has any liability (contingent or otherwise); and (c)
all notices received by Borrowers or any of their ERISA Affiliates from a Multiemployer Plan
sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of
ERISA;



               (g) As soon as practicable, notice of the occurrence of any Default or Event of Default, and
of the occurrence or existence of any event or circumstance that foreseeably will become a Default
or Event of Default, specifying the nature and period of existence thereof and specifying what
action Borrowers are taking or propose to take with respect thereto;



               (h) As soon as practicable, notice of (i) the commencement of a legal proceeding or
investigation (which investigation is known to either Borrower) with respect to a claim against
Borrowers or any of their respective Subsidiaries that is $20,000,000 or more in excess of the
amount thereof that is fully covered by insurance, including pursuant to any applicable
Environmental Laws, (ii) any creditor or lessor under a written credit agreement or material lease
asserting a material default thereunder on the part of Borrowers or any of their respective
Subsidiaries, (iii) commencement of a legal proceeding with respect to a claim against Borrowers or
any of their respective Subsidiaries under a contract that is not a credit agreement or material
lease in excess of $20,000,000 or which otherwise may reasonably be expected to result in a
Material Adverse Effect, or (iv) any material development in any litigation or proceeding (as
described in clauses (i) and (iii) above) affecting Borrowers or their respective Subsidiaries;



               (i) Notice of any material change in accounting policies or financial reporting practices by
RSA or any of its Subsidiaries (other than changes required by GAAP or by regulations promulgated
by the Securities and Exchange Commission), including any determination by Borrowers referred to in
Section 2.8;



               (j) Promptly, such other data and information as from time to time may be reasonably requested
by Administrative Agent, any Lender (through Administrative Agent) or the Requisite Lenders.


Documents required to be delivered pursuant to Section 6.1(a) or (b) or Section
6.2(c) (to the extent any such documents are included in materials otherwise filed with the
SEC) may be delivered electronically and, if so delivered, shall be deemed to have been delivered
on the date




40









 







(i) on which Borrowers post such documents or provide a link thereto on Borrowers’ website on the
Internet as notified to Administrative Agent from time to time; or (ii) on which documents are
posted on Borrowers’ behalf on an Internet or intranet website, if any, to which each Lender and
Administrative Agent have access (whether a commercial third-party website or whether sponsored by
Administrative Agent); provided that: (i) upon request, Borrowers shall deliver paper
copies of such documents to Administrative Agent or any Lender until a written request to cease
delivering paper copies is given by Administrative Agent or such Lender and (ii) Borrowers shall
notify Administrative Agent (by telecopier or electronic mail) of the posting of any such
documents. Notwithstanding anything contained herein, in every instance Borrowers will be required
to provide paper copies of the Compliance Certificate required by Section 6.2(a) to
Administrative Agent. Except for such Compliance Certificate, Administrative Agent shall have no
obligation to request the delivery or to maintain copies of the documents referred to above and, in
any event, shall have no responsibility to monitor compliance by Borrowers with any such request
for delivery, and each Lender shall be solely responsible for requesting delivery to it or
maintaining its copies of such documents.



Borrowers hereby acknowledge that (a) Administrative Agent and/or the Arranger will make available
to Lenders materials and/or information provided by or on behalf of Borrowers hereunder
(collectively, “Borrowers Materials”) by posting the Borrowers Materials on IntraLinks or
another similar electronic system (the “Platform”) and (b) certain of Lenders may be
“public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information
with respect to Borrowers or their respective securities) (each, a “Public Lender”). Each
Borrower hereby agrees that so long as such Borrower is the issuer of any outstanding debt or
equity securities that are registered or issued pursuant to a private offering or is actively
contemplating issuing any such securities (w) all Borrowers Materials that are to be made available
to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall
mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking
Borrowers Materials “PUBLIC,” each Borrower shall be deemed to have authorized Administrative
Agent, the Arranger and Lenders to treat such Borrowers Materials as not containing any material
non-public information with respect to Borrowers or its securities for purposes of United States
Federal and state securities laws (provided, however, that to the extent such
Borrowers Materials constitute Information (as defined in Section 10.7), they shall be treated as
set forth in Section 10.7); (y) all Borrowers Materials marked “PUBLIC” are permitted to be
made available through a portion of the Platform designated “Public Investor;” and (z)
Administrative Agent and the Arranger shall be entitled to treat any Borrowers Materials that are
not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated
“Public Investor.” Notwithstanding the foregoing, Borrowers shall be under no obligation to mark
any Borrowers Materials “PUBLIC.”




          6.3 Guaranties.




               (a) If, as of the end of any Fiscal Quarter, the Tangible Assets or EBITDA for the four fiscal
quarters most recently ended for the Borrowers and all Guarantors are less than 80% of the
consolidated Tangible Assets as of the last day of such fiscal quarter or consolidated EBITDA for
such period, respectively, of RSA and its Subsidiaries, promptly identify to the Administrative
Agent in writing one or more other Subsidiaries who shall become



41









 







Guarantors such that, when such additional Subsidiaries’ Tangible Assets as of the last day of
such fiscal quarter and EBITDA for such period are aggregated with those of the Borrowers and other
Guarantors, the aggregate Tangible Assets and EBITDA would be not less than 80% of such
consolidated Tangible Assets as of such date and consolidated EBITDA for such period, respectively,
of RSA and its Subsidiaries.



               (b) Within 45 days after any Subsidiary becomes a Material Domestic Subsidiary or is
designated as a Guarantor pursuant to clause (a) above, deliver to Administrative Agent (i) a
Certificate Regarding Additional Guarantors substantially in the form of Exhibit A to the Master
Subsidiary Guaranty (with appropriate insertions made and executed by its authorized officer) and
(ii) a Certificate of Secretary substantially in the form of Exhibit B to the Master Subsidiary
Guaranty (with appropriate insertions made, the required documents attached and executed by its
secretary or other Responsible Officer).



          6.4 Preservation of Existence. Preserve and maintain their respective existences in
the jurisdiction of their formation and all material authorizations, rights, franchises,
privileges, consents, approvals, orders, licenses, permits, or registrations from any Governmental
Authority that are necessary for the transaction of their respective business, except where the
failure to so preserve and maintain the existence of any of each Borrower’s Subsidiaries and such
authorizations would not constitute a Material Adverse Effect and except that a merger permitted
hereunder shall not constitute a violation of this covenant; 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 where the
failure to so qualify or remain qualified would not constitute a Material Adverse Effect.




          6.5 Maintenance of Properties. Maintain, preserve and protect all of their respective
depreciable Properties in good order and condition, subject to normal wear and tear in the ordinary
course of business, and not permit any waste of their respective Properties, except that the
failure to maintain, preserve and protect a particular item of depreciable Property that is not of
significant value, either intrinsically or to the operations of each Borrower and its respective
Subsidiaries, taken as a whole, shall not constitute a violation of this covenant.




          6.6 Maintenance of Insurance. Maintain liability, casualty and other insurance
(subject to customary deductibles, self-insurance, and retentions) with responsible insurance
companies in such amounts and against such risks as is carried by responsible companies engaged in
similar businesses and owning similar assets in the general areas in which each Borrower and its
respective Subsidiaries operate.




          6.7 Payment of Obligations. Pay and discharge as the same shall become due and
payable, all its obligations and liabilities, including (a) all tax liabilities, assessments and
governmental charges or levies upon it or its properties or assets, unless the same are being
contested in good faith by appropriate proceedings diligently conducted and adequate reserves in
accordance with GAAP are being maintained by Borrowers or such Subsidiary; (b) all lawful claims
which, if unpaid, would by law become a Lien upon its property; and (c) all Indebtedness, as and
when due and payable, but subject to any subordination provisions contained in any instrument or
agreement evidencing such Indebtedness.




42









 








          6.8 Compliance With Laws. Comply, within the time period, if any, given for such
compliance by the relevant Governmental Authority, with all Laws noncompliance with which
constitutes a Material Adverse Effect, except that each Borrower and its respective Subsidiaries
need not comply with Laws then being contested by any of them in good faith by appropriate
proceedings.




          6.9 Environmental Laws. Conduct its operations and keep and maintain its property in
compliance in all material respects with all Environmental Laws.




          6.10 Inspection Rights. Subject to the confidentiality provisions of Section
10.7, upon reasonable notice, at any time during regular business hours and as often as
requested (but not so as to materially interfere with the business of each Borrower or any of its
respective Subsidiaries or the performance by any officer of his or her responsibilities), permit
Administrative Agent or any Lender, or any authorized 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, each Borrower and its respective Subsidiaries and to discuss the
affairs, finances and accounts of each Borrower and its respective Subsidiaries with any of their
officers, key employees or accountants and, upon request, furnish promptly to Administrative Agent
or any Lender true copies of all financial information made available to the board of directors or
audit committee of the board of directors of each Borrower.




          6.11 Keeping of Records and Books of Account. Keep adequate records and books of
account reflecting all financial transactions in conformity with GAAP, consistently applied, and in
material conformity with all applicable requirements of any Governmental Authority having
regulatory jurisdiction over each Borrower or any of its respective Subsidiaries.




          6.12 Compliance with ERISA. Cause, and cause each of its ERISA Affiliates to: (a)
maintain each Pension Plan in compliance in all material respects with the applicable provisions of
ERISA, the Code and other federal or state law; (b) cause each Pension Plan which is qualified
under Section 401(a) of the Code to maintain such qualification; and (c) make all required
contributions to any Pension Plan subject to Section 412 of the Code.




          6.13 Compliance With Agreements. Promptly and fully comply with all Contractual
Obligations under all material agreements, indentures, leases and/or instruments to which any one
or more of them is a party, whether such material agreements, indentures, leases or instruments are
with a Lender or another Person, to the extent failure to comply with any such Contractual
Obligations would constitute a Default or an Event of Default or could reasonably be expected to
have a Material Adverse Effect.




          6.14 Use of Proceeds. Use the proceeds of the Term Loan for working capital, capital
expenditures, Acquisitions, Investments, stock repurchases, and general corporate purposes of each
Borrower and its respective Subsidiaries, including, without limitation, to finance in part the
acquisition of PNA Group Holding Corporation and repayment of Indebtedness thereof.




43









 








          6.15 RSAC Management. Cause RSAC Management to remain at all times a Wholly-Owned
Subsidiary of RSA.




Section 7

NEGATIVE COVENANTS




     So long as all or any portion of the Term Loan remains unpaid, or any other Obligation remains
unpaid or unperformed, or any portion of the Aggregate Commitments remains in force, Borrowers
shall not, and shall not permit any of their respective Subsidiaries to, directly or indirectly:



          7.1 Liens, Negative Pledges. Create, incur, assume or suffer to exist any Lien or
Negative Pledge of any nature upon or with respect to any of their respective Properties, or engage
in any sale and leaseback transaction with respect to any of their respective Properties, whether
now owned or hereafter acquired, except:




               (a) Permitted Liens;



               (b) Liens and Negative Pledges under the Loan Documents and Negative Pledges under the
Existing Credit Agreement;



               (c) Liens and Negative Pledges existing on the Closing Date and disclosed in Schedule
5.9 and Negative Pledges in documents entered into in connection with the issuance of the
Indebtedness permitted under Section 7.3(a) (which Negative Pledges shall be substantially
identical to those existing on the Closing Date and disclosed in Schedule 5.9) and any
renewals/extensions or amendments thereof; provided that the obligations secured or
benefited thereby are not increased;



               (d) Liens on Property acquired by Borrowers or any of their respective Subsidiaries or owned
by Persons acquired by either of Borrowers or any of their respective Subsidiaries that were in
existence at the time of the acquisition of such Property or Persons and were not created in
contemplation of such acquisition or do not attach to any other Property of Borrowers or their
Subsidiaries;



               (e) any Lien or Negative Pledge created by an agreement or instrument entered into by
Borrowers or any of their respective Subsidiaries in the ordinary course of its business which
consists of a restriction on the assignability, transfer or hypothecation of such agreement or
instrument;



               (f) Liens and Negative Pledges not described above securing purchase money obligations,
capital leases and Synthetic Leases incurred after the Closing Date in an aggregate amount not
exceeding $75,000,000 at any time;



               (g) Liens solely on the assets of Foreign Subsidiaries of RSA securing Indebtedness of such
Foreign Subsidiaries of RSA not exceeding $75,000,000 in the aggregate at any time; and



44









 





               (h) Liens on the EMJ COLI policies, as defined in the definition “Indebtedness,” that do not
secure Indebtedness.



          7.2 Investments. Make any Investment, except:




               (a) Investments, other than those permitted by subsections (b) through (f), that are existing
on the date hereof and listed on Schedule 7.2;



               (b) Investments held by Borrowers or any of their respective Subsidiaries in the form of cash
equivalents or short-term marketable securities;



               (c) Advances to officers, directors and employees of Borrowers and their respective
Subsidiaries in the aggregate amount not to exceed $10,000,000 at any time outstanding, for travel,
entertainment, relocation and analogous ordinary business purposes;



               (d) Investments in either Borrower or any Wholly-Owned Domestic Subsidiary of either Borrower;



               (e) Investments consisting of extension of credit in the nature of accounts receivable or
notes receivable arising from the sale or lease of goods or services in the ordinary course of
business, and Investments received in satisfaction or partial satisfaction thereof from financially
troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; and



               (f) Other Investments made after the Closing Date that, when aggregated with Investments made
after the Closing Date (as defined in the Existing Credit Agreement) pursuant to Section 7.1(f) of
the Existing Credit Agreement, do not exceed 10% of Consolidated Net Worth as of the end of the
most recently ended Fiscal Quarter.



          7.3 Indebtedness. Create, incur, assume, suffer to exist, or otherwise be liable with
respect to, any Indebtedness except:




               (a) Indebtedness existing on the Closing Date and disclosed in Schedule 7.3, and any
refinancings, refundings, renewals or extensions thereof; provided that the amount of such
Indebtedness is not materially increased at the time of such refinancing, refunding, renewal or
extension except by an amount equal to a reasonable premium or other reasonable amount paid, and
fees and expenses reasonably incurred, in connection with such refinancing;



               (b) Total Indebtedness under the Loan Documents and under the Existing Credit Agreement, as
such Indebtedness may be increased in accordance with Section 2.15 of the Existing Credit
Agreement;



               (c) Indebtedness owed to Borrowers or any of their respective Subsidiaries;



               (d) Permitted Swap Obligations;



45









 





               (e) Obligations (contingent or otherwise) of Borrowers or any Subsidiary thereof existing or
arising under any Swap Contract, provided that (i) such obligations are (or were) entered
into by such Person in the ordinary course of business for the purpose of directly mitigating risks
associated with liabilities, commitments, investments, assets or property held or reasonably
anticipated by such Person, or changes in the value of securities issued by such Person and not for
purposes of speculation or taking in a “market view;” and (ii) such Swap Contract does not contain
any provision exonerating the non-defaulting party from its obligation to make payments on
outstanding transactions to the defaulting party;



               (f) Unsecured Indebtedness for borrowed money of Borrowers (which may be guaranteed by
Subsidiaries of RSA which are party to the Master Subsidiary Guaranty) issued after the Closing
Date that, when aggregated with the principal amount of unsecured Indebtedness issued after the
Closing Date (as defined in the Existing Credit Agreement) pursuant to Section 7.3(g) of
the Existing Credit Agreement, does not exceed the principal amount of $500,000,000;
provided, however, that the documentation evidencing such Indebtedness shall
contain covenants no more restrictive than in this Agreement and shall be on terms and conditions
(including the maturity date and amortization schedule) acceptable to Administrative Agent;



               (g) Indebtedness in addition to that described in Section 7.3(a)-(f) above incurred for
business purposes, including without limitation capital leases and Synthetic Leases,
provided that the aggregate principal amount of such Indebtedness outstanding at any one
time does not exceed $75,000,0000.



          7.4 Prepayment of Indebtedness. Pay any principal or interest on any Indebtedness of
Borrowers or any of their respective Subsidiaries prior to the date when due, or make any payment
or deposit with any Person that has the effect of providing for the satisfaction of any
Indebtedness of Borrowers or any of their respective Subsidiaries prior to the date when due, in
each case if a Default or Event of Default then exists or would result therefrom.




          7.5 Dispositions. Make any Disposition of its Property, whether now owned or
hereafter acquired, except:




               (a) Permitted Dispositions; and



               (b) Dispositions not otherwise permitted hereunder which are made for fair market value;
provided that (i) at the time of any Disposition, no Event of Default shall exist or shall
result from such Disposition, (ii) the aggregate sales price from such Disposition shall be paid in
cash, and (iii) the aggregate value of all assets so sold by Borrowers and their Subsidiaries, in
any Fiscal Year, and the amount of Net Cash Proceeds from sales and leasebacks consummated in such
Fiscal Year, does not exceed 15% of Consolidated Tangible Net Worth as of the end of the Fiscal
Quarter immediately preceding such Disposition of Property; provided, however, that
in no event shall the total aggregate amount of Net Cash Proceeds from Dispositions by Borrowers
and their Subsidiaries from and after the Closing Date exceed 30% of Consolidated Tangible Net
Worth as of the most recently ended Fiscal Quarter.



46









 





          7.6 Sales and Leasebacks. Become or remain liable as lessee or as guarantor or other
surety with respect to any lease with any Person, whether an Operating Lease or a Capital Lease, of
any property (whether real or personal or mixed) whether now owned or hereafter acquired, (i) which
Borrowers or any of their respective Subsidiaries have sold or transferred or are to sell or
transfer to such Person or such Person’s Affiliate, or (ii) which Borrowers or any such Subsidiary
thereof intend to use for substantially the same purpose as any other property which has been or is
to be sold or transferred by Borrowers or any such Subsidiary thereof to such Person or such
Person’s Affiliate in connection with such lease; provided that Borrowers may enter into
any sale and leaseback of Real Property, improvements thereon and equipment of Borrowers entered
into to finance or refinance the purchase price or construction of such real property, improvements
and equipment; provided that the Net Cash Proceeds of each such transaction during any
Fiscal Year together with aggregate Net Cash Proceeds from other sales and leasebacks consummated
during such Fiscal Year do not exceed 15% of Consolidated Tangible Net Worth as of the end of the
Fiscal Quarter immediately preceding such transaction.




          7.7 Mergers. Merge or consolidate with or into any Person, except:




               (a) mergers and consolidations of any Subsidiary of RSA into either Borrower or a Subsidiary
of a Borrower (with such Borrower or such Subsidiary as the surviving entity) or of either Borrower
or any Guarantor with each other, provided that any Guarantor will only be merged into or
consolidated with either Borrower or a Guarantor and provided further that RSA and its
Subsidiaries have executed such amendments to the Loan Documents as Administrative Agent may
reasonably determine are appropriate as a result of such merger; and



               (b) a merger or consolidation of RSA or any of its Subsidiaries with any other Person,
provided that (i) either (A) either Borrower or a Guarantor is the surviving entity, or (B)
the surviving entity is a corporation organized under the Laws of a State of the United States of
America or the District of Columbia and, as of the date of such merger or consolidation, expressly
assumes or becomes a Guarantor of, by appropriate agreements and instruments as shall be
satisfactory to the Requisite Lenders, the Obligations of Borrowers or their respective
Subsidiaries, as the case may be, and (ii) giving effect thereto on a pro-forma basis, no Default
or Event of Default exists or would result therefrom.



          7.8 Acquisitions.




               (a) Make or agree to make any Acquisition if, after giving effect thereto, Borrowers would not
be in compliance with the terms and conditions of this Agreement on a pro forma basis; or



               (b) Directly or indirectly use the proceeds of the Term Loan in connection with any Hostile
Acquisition.



47









 





          7.9 ERISA.




               (a) At any time, permit any Pension Plan to: (i) engage in any non-exempt “prohibited
transaction” (as defined in Section 4975 of the Code); (ii) fail to comply with ERISA or any other
applicable Laws; (iii) incur any material “accumulated funding deficiency” (as defined in Section
302 of ERISA); or (iv) terminate in any manner, which, in each case, could reasonably be expected
to result in a Material Adverse Effect; or



               (b) withdraw, completely or partially, from any Multiemployer Plan if to do so could
reasonably be expected to result in a Material Adverse Effect.



          7.10 Interest Coverage Ratio. Permit the Interest Coverage Ratio, as of the last day
of any Fiscal Quarter, to be less than 3.00 to 1.00.




          7.11 Total Leverage Ratio. Permit the Total Leverage Ratio, as of the last day of any
Fiscal Quarter, to be greater than 0.60 to 1.00.




          7.12 Change in Nature of Business. Make any material change in the nature of the
business of Borrowers and their respective Subsidiaries, taken as a whole.




          7.13 Transactions with Affiliates. Enter into any transaction of any kind with any
Affiliate of either Borrower other than (a) salary, bonus, employee stock option, restricted stock,
stock appreciation rights, phantom stock and other compensation arrangements with directors or
officers in the ordinary course of business, (b) transactions that are fully disclosed to the board
of directors of each Borrower and expressly authorized by a resolution of the board of directors of
each Borrower which is approved by a majority of the directors not having an interest in the
transaction, (c) transactions between or among each Borrower and the Guarantors, (d) transactions
between or among either Borrower or any Guarantor, on the one hand, and any Subsidiary of either
Borrower (other than any Guarantor), on the other hand, so long as such transactions individually
or in the aggregate are not materially adverse to the interest of the Lenders and the aggregate
amount of consideration for all such transactions during the term of this Agreement does not exceed
$35,000,000, and (e) transactions on overall terms at least as favorable to each Borrower or its
Subsidiaries as would be the case in an arm’s-length transaction between unrelated parties of equal
bargaining power.




          7.14 Distributions. Make any Distribution, whether from capital, income or otherwise,
and whether in Cash or other Property if, after giving effect thereto, Borrowers would not be in
compliance with the terms and conditions of this Agreement on a pro forma basis.




Section 8

EVENTS OF DEFAULT AND REMEDIES UPON EVENT OF DEFAULT




          8.1 Events of Default. The existence or occurrence of any one or more of the
following events, whatever the reason therefor and under any circumstances whatsoever, shall
constitute an “Event of Default”:




48









 








               (a) Borrowers fail to maintain on deposit as of the due date in the Borrowers Account an
amount sufficient to pay in accordance with Section 2.11 any outstanding principal balance
of the Term Loan, or, for any reason, any portion or installment thereof when due or any
outstanding principal balance of the Term Loan, or any portion or installment thereof is not
otherwise paid within 5 days after the date when due; or



               (b) Borrowers fail to pay any accrued and unpaid interest on the outstanding principal balance
of the Term Loan or any fees due hereunder, or any portion thereof, within five days after the date
when due; or



               (c) Borrowers fail to comply with any of the covenants contained in Section 7; or



               (d) Borrowers, any of their respective Subsidiaries or any other Borrower Party fails to
perform or observe any other covenant or agreement (not specified above) contained in any Loan
Document on its part to be performed or observed and such failure continues for a period of 30
days; or



               (e) Any representation or warranty of Borrowers or any of their respective Subsidiaries made
in any Loan Document, or in any certificate or other writing delivered by Borrowers or such
Subsidiary pursuant to any Loan Document proves to have been incorrect when made or reaffirmed in
any respect that is materially adverse to the interests of Lenders; or



               (f) An Event of Default occurs under the Existing Credit Agreement (provided that upon the
cure or waiver of such Event of Default under the Existing Credit Agreement, then so long as an
Event of Default has arisen hereunder only under this first clause of this first sentence, such
Event of Default hereunder shall also be deemed cured or waived without need for action by
Administrative Agent or any Lender) or Borrowers or any of their respective Subsidiaries
(i) fail to make any payment in respect of any Indebtedness having an aggregate principal amount of
more than $20,000,000 when due (whether by scheduled maturity, required prepayment, acceleration,
demand, or otherwise) and such failure continues after the applicable grace or notice period, if
any, specified in the relevant document on the date of such failure; or (ii) fail to perform or
observe any other condition or covenant, or any other event shall occur or condition exist, under
any agreement or instrument relating to any such Indebtedness, and such failure continues after the
applicable grace or notice period, if any, specified in the relevant document on the date of such
failure, if the effect of such failure, event or condition is to cause or to permit (A) the holder
or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee
or agent on behalf of such holder or holders or beneficiary or beneficiaries) to declare such
Indebtedness to be due and payable prior to its stated maturity, or (B) any Guaranty Obligation to
become payable or cash collateral in respect thereof to be demanded; or



               (g) Any Loan Document, at any time after its execution and delivery and for any reason other
than the agreement or action (or omission to act) of Administrative Agent or Lenders or
satisfaction in full of all the Obligations, ceases to be in full force and effect



49









 







or is declared by a court of competent jurisdiction to be null and void, invalid or
unenforceable in any respect which, in any such event in the reasonable opinion of the Requisite
Lenders, is materially adverse to the interests of Lenders; or any Borrower Party thereto denies in
writing that it has any or further liability or obligation under any Loan Document, or purports to
revoke, terminate or rescind same; or



               (h) A final judgment against either Borrower or any of their respective Subsidiaries is
entered for the payment of money in excess of $20,000,000 and, absent procurement of a stay of
execution, such judgment remains unsatisfied for 30 calendar days after the date of entry of
judgment, or in any event later than five days prior to the date of any proposed sale thereunder;
or any writ or warrant of attachment or execution or similar process is issued or levied against
all or any material part of the Property of any such Person and is not released, vacated or fully
bonded within 30 calendar days after its issue or levy; or



               (i) Either Borrower or any of their respective Subsidiaries institutes or consents to the
institution of any proceeding under a Debtor Relief Law relating to it or to all or any material
part of its Property, 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 material part of its Property; or any receiver, trustee,
custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the
application or consent of that Person and the appointment continues undischarged or unstayed for 60
calendar days; or any proceeding under a Debtor Relief Law relating to any such Person or to all or
any part of its Property is instituted without the consent of that Person and continues undismissed
or unstayed for 60 calendar days; or



               (j) (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has
resulted or could reasonably be expected to result in liability of either Borrower under Title IV
of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of
$35,000,000; (ii) the aggregate amount of Unfunded Pension Liability among all Pension Plans at any
time exceeds $35,000,000; or (iii) Borrowers or any ERISA Affiliate shall fail to pay when due,
after the expiration of any applicable grace period, any installment payment with respect to its
withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount
in excess of $35,000,000; or



               (k) There occurs any Change of Control of either Borrower.



          8.2 Remedies Upon Event of Default. If any Event of Default occurs, Administrative
Agent shall, at the request of, or may, with the consent of, the Requisite Lenders,




               (a) If the Term Loan has not been fully funded, declare the Commitment of each Lender to fund
its Pro Rata Share of the Term Loan to be terminated, whereupon such commitments and obligation
shall be terminated;



               (b) declare the unpaid principal amount of the Term Loan, all interest accrued and unpaid
thereon, and all other amounts owing or payable hereunder or under any



50









 







other Loan Document to be immediately due and payable, without presentment, demand, protest or
other notice of any kind, all of which are hereby expressly waived by Borrowers;



               (c) exercise on behalf of itself and Lenders all rights and remedies available to it and
Lenders under the Loan Documents or applicable law;



               (d) provided, however, that upon the occurrence of any event specified in
subsection (i) of Section 8.1, the obligation of each Lender to make the Term Loan shall
automatically terminate, and the unpaid principal amount of the Term Loan and all interest and
other amounts as aforesaid shall automatically become due and payable, in each case without further
act of Administrative Agent or any Lender.



          8.3 Application of Funds. After the exercise of remedies provided for in Section
8.2 (or after the Term Loan has automatically become immediately due and payable as set forth
in the proviso to Section 8.2), any amounts received on account of the Obligations shall be
applied by Administrative Agent in the following order:




          First, to payment of that portion of the Obligations constituting fees, indemnities,
expenses and other amounts (including fees, charges and disbursements of counsel to Administrative
Agent and amounts payable under Section 3) payable to Administrative Agent in its capacity
as such;




          Second, to payment of that portion of the Obligations constituting fees, indemnities
and other amounts payable to the Lenders (including fees, charges and disbursements of counsel to
the respective Lenders and amounts payable under Section 3), ratably among them in
proportion to the respective amounts described in this clause Second payable to them;




          Third, to payment of accrued and unpaid interest payable on the outstanding
principal balance of the Term Loan to the Lenders ratably among them in proportion to the
respective amounts of that portion of the Obligations held by such Lenders;




          Fourth, to payment of that portion of the Obligations constituting unpaid principal of
the Term Loan and Permitted Swap Obligations payable to Lenders, ratably among the Lenders in
proportion to the respective amounts of such Obligations held by them;




          Fifth, the balance, if any, after all of the Obligations have been indefeasibly paid
in full, to Borrowers or as otherwise required by Law.




Section 9

ADMINISTRATIVE AGENT




          9.1 Appointment and Authority. Each of the Lenders hereby irrevocably appoints Bank
of America to act on its behalf as Administrative Agent hereunder and under the other Loan
Documents and authorizes Administrative Agent to take such actions on its behalf and to exercise
such powers as are delegated to Administrative Agent by the terms hereof or




51









 




thereof, together with such actions and powers as are reasonably incidental thereto. The
provisions of this Section 9 are solely for the benefit of Administrative Agent and
Lenders, and neither Borrowers nor any other Borrower Party shall have rights as a third party
beneficiary of any of such provisions.




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




          9.3 Exculpatory Provisions. Administrative Agent shall not have any duties or
obligations except those expressly set forth herein and in the other Loan Documents. Without
limiting the generality of the foregoing, Administrative Agent:




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



               (b) shall not have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan
Documents that Administrative Agent is required to exercise as directed in writing by the Requisite
Lenders (or such other number or percentage of Lenders as shall be expressly provided for herein or
in the other Loan Documents), provided that Administrative Agent shall not be required to
take any action that, in its opinion or the opinion of its counsel, may expose Administrative Agent
to liability or that is contrary to any Loan Document or applicable law; and



               (c) shall not, except as expressly set forth herein and in the other Loan Documents, have any
duty to disclose, and shall not be liable for the failure to disclose, any information relating to
Borrowers or any of their respective Affiliates that is communicated to or obtained by the Person
serving as Administrative Agent or any of its Affiliates in any capacity.


Administrative Agent shall not be liable for any action taken or not taken by it (i) with the
consent or at the request of the Requisite Lenders (or such other number or percentage of Lenders
as shall be necessary, or as Administrative Agent shall believe in good faith shall be necessary,
under the circumstances as provided in Sections 10.1 and 8.2) or (ii) in the
absence of its own gross negligence or willful misconduct. Administrative Agent shall be deemed
not to have knowledge of any Default unless and until notice describing such Default is given to
Administrative Agent by Borrowers or a Lender.



Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i)
any statement, warranty or representation made in or in connection with this Agreement or any


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other Loan Document, (ii) the contents of any certificate, report or other document delivered
hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance
of any of the covenants, agreements or other terms or conditions set forth herein or therein or the
occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this
Agreement, any other Loan Document or any other agreement, instrument or document or (v) the
satisfaction of any condition set forth in Section 4 or elsewhere herein, other than to
confirm receipt of items expressly required to be delivered to Administrative Agent.




          9.4 Reliance by Administrative Agent. Administrative Agent shall be entitled to rely
upon, and shall not incur any liability for relying upon, any notice, request, certificate,
consent, statement, instrument, document or other writing (including any electronic message,
Internet or intranet website posting or other distribution) believed by it to be genuine and to
have been signed, sent or otherwise authenticated by the proper Person. Administrative Agent also
may rely upon any statement made to it orally or by telephone and believed by it to have been made
by the proper Person, and shall not incur any liability for relying thereon. In determining
compliance with any condition hereunder to the making of the Term Loan that by its terms must be
fulfilled to the satisfaction of a Lender, Administrative Agent may presume that such condition is
satisfactory to such Lender unless Administrative Agent shall have received notice to the contrary
from such Lender prior to the making of the Term Loan. Administrative Agent may consult with legal
counsel (who may be counsel for Borrowers), independent accountants and other experts selected by
it, and shall not be liable for any action taken or not taken by it in accordance with the advice
of any such counsel, accountants or experts.




          9.5 Delegation of Duties. Administrative Agent may perform any and all of its duties
and exercise its rights and powers hereunder or under any other Loan Document by or through any one
or more sub-agents appointed by Administrative Agent. Administrative Agent and any such sub-agent
may perform any and all of its duties and exercise its rights and powers by or through their
respective Related Parties. The exculpatory provisions of this Section 9 shall apply to
any such sub-agent and to the Related Parties of Administrative Agent and any such sub-agent, and
shall apply to their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.




          9.6 Resignation of Administrative Agent. Administrative Agent may at any time give
notice of its resignation to Lenders and Borrowers. Upon receipt of any such notice of
resignation, the Requisite Lenders shall have the right, in consultation with Borrowers, to appoint
a successor, which shall be a bank with an office in the United States, or an Affiliate of any such
bank with an office in the United States. If no such successor shall have been so appointed by the
Requisite Lenders and shall have accepted such appointment within 30 days after the retiring
Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on
behalf of Lenders appoint a successor Administrative Agent meeting the qualifications set forth
above; provided that if Administrative Agent shall notify Borrowers and Lenders that no
qualifying Person has accepted such appointment, then such resignation shall nonetheless become
effective in accordance with such notice and (1) the retiring Administrative Agent shall be
discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all
payments, communications and determinations provided to be made by, to or through Administrative
Agent shall instead be made by or to each Lender directly, until such time as the




53









 




Requisite Lenders appoint a successor Administrative Agent as provided for above in this
Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such
successor shall succeed to and become vested with all of the rights, powers, privileges and duties
of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be
discharged from all of its duties and obligations hereunder or under the other Loan Documents (if
not already discharged therefrom as provided above in this Section). The fees payable by Borrowers
to a successor Administrative Agent shall be the same as those payable to its predecessor unless
otherwise agreed between Borrowers and such successor. After the retiring Administrative Agent’s
resignation hereunder and under the other Loan Documents, the provisions of this Section 9
and Section 10.4 shall continue in effect for the benefit of such retiring Administrative
Agent, its sub-agents and their respective Related Parties in respect of any actions taken or
omitted to be taken by any of them while the retiring Administrative Agent was acting as
Administrative Agent.




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




          9.8 No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of
the Arranger or other agents 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 Administrative Agent or a Lender hereunder.




          9.9 Administrative Agent May File Proofs of Claim. In case of the pendency of any
receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to any Borrower Party, Administrative Agent
(irrespective of whether the principal of the Term Loan shall then be due and payable as herein
expressed or by declaration or otherwise and irrespective of whether Administrative Agent shall
have made any demand on Borrowers) shall be entitled and empowered, by intervention in such
proceeding or otherwise




               (a) to file and prove a claim for the whole amount of the principal and interest owing and
unpaid in respect of the Term Loan and all other Obligations that are owing and unpaid and to file
such other documents as may be necessary or advisable in order to have the claims of Lenders and
Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements
and advances of Lenders and Administrative Agent and their respective agents and counsel and all
other amounts due Lenders and Administrative Agent under Sections 2.7 and 10.4)
allowed in such judicial proceeding; and




54












 





               (b) to collect and receive any monies or other property payable or deliverable on any such
claims and to distribute the same;


and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Lender to make such payments to
Administrative Agent and, in the event that Administrative Agent shall consent to the making of
such payments directly to Lenders, to pay to Administrative Agent any amount due for the reasonable
compensation, expenses, disbursements and advances of Administrative Agent and its agents and
counsel, and any other amounts due Administrative Agent under Sections 2.7 and
10.4.



Nothing contained herein shall be deemed to authorize Administrative Agent to authorize or consent
to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment
or composition affecting the Obligations or the rights of any Lender or to authorize Administrative
Agent to vote in respect of the claim of any Lender in any such proceeding.




          9.10 Master Subsidiary Guaranty Matters. Lenders irrevocably authorize Administrative
Agent, at its option and in its discretion, to release any Guarantor from its obligations under the
Master Subsidiary Guaranty if such Person ceases to be a Subsidiary as a result of a transaction
permitted hereunder. Upon request by Administrative Agent at any time, the Requisite Lenders will
confirm in writing the Administrative Agent’s authority to release any Guarantor from its
obligations under the Master Subsidiary Guaranty pursuant to this Section 9.10.




Section 10

MISCELLANEOUS




          10.1 Amendments, Etc. No amendment or waiver of any provision of this Agreement or
any other Loan Document, and no consent to any departure by Borrowers or any other Borrower Party
therefrom, shall be effective unless in writing signed by the Requisite Lenders and Borrowers or
the applicable Borrower Party, as the case may be, and acknowledged by Administrative Agent, and
each such waiver or consent shall be effective only in the specific instance and for the specific
purpose for which given; provided, however, that no such amendment, waiver or
consent shall:




               (a) waive any condition set forth in Section 4.1(a) without the written consent of
each Lender;



               (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated
pursuant to Section 8.2), without the written consent of such Lender;



               (c) postpone any date fixed by this Agreement or any other Loan Document for any payment of
principal, interest, fees or other amounts due to Lenders (or any of them) hereunder or under any
other Loan Document without the written consent of each Lender directly affected thereby;



55









 





               (d) reduce the principal of, or the rate of interest specified herein on, the Term Loan, or
(subject to clause (v) of the second proviso to this Section 10.1) any fees or other
amounts payable hereunder or under any other Loan Document, or change the manner of computation of
any financial ratio (including any change in any applicable defined term) used in determining the
Applicable Margin that would result in a reduction of any interest rate on the Term Loan or any fee
payable hereunder without the written consent of each Lender directly affected thereby;
provided, however, that only the consent of the Requisite Lenders shall be
necessary to amend the definition of “Default Rate” or to waive any obligation of Borrowers to pay
interest at the Default Rate;



               (e) change any provision of this Section, the order in which funds are applied pursuant to
Section 8.3 or the definition of “Requisite Lenders” or any other provision hereof
specifying the number or percentage of Lenders required to amend, waive or otherwise modify any
rights hereunder or make any determination or grant any consent hereunder without the written
consent of each Lender; or



               (f) release all or substantially all of the value of the Master Subsidiary Guaranty without
the written consent of each Lender;


and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by Administrative Agent in addition to Lenders required above, affect the rights
or duties of Administrative Agent under this Agreement or any other Loan Document; (ii) Section
10.6(i) may not be amended, waived or otherwise modified without the consent of each Granting
Lender all or any part of whose interests in the Term Loan are being funded by an SPC at the time
of such amendment, waiver or other modification; and (iii) the Fee Letter may be amended, or rights
or privileges thereunder waived, in a writing executed only by the parties thereto.
Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to
approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of
such Lender may not be increased without the consent of such Lender.




          10.2 Notices; Effectiveness; Electronic Communication.




               (a) Notices Generally. Except in the case of notices and other communications
expressly permitted to be given by telephone (and except as provided in subsection (b) below), all
notices and other communications provided for herein shall be in writing and shall be delivered by
hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as
follows, and all notices and other communications expressly permitted hereunder to be given by
telephone shall be made to the applicable telephone number, as follows:




     (i) if to Borrowers or Administrative Agent to the address, telecopier
number, electronic mail address or telephone number specified for such
Person on Schedule 10.2; and



56









 






     (ii) if to any other Lender, to the address, telecopier number,
electronic mail address or telephone number specified in its Administrative
Questionnaire.


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




               (b) Electronic Communications. Notices and other communications to Lenders hereunder
may be delivered or furnished by electronic communication (including e-mail and Internet or
intranet websites) pursuant to procedures approved by Administrative Agent, provided that
the foregoing shall not apply to notices to any Lender pursuant to Section 2 if such
Lender, has notified Administrative Agent that it is incapable of receiving notices under such
Section by electronic communication. Administrative Agent or each Borrower may, in its discretion,
agree to accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it, provided that approval of such
procedures may be limited to particular notices or communications.


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




               (c) 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 BORROWERS MATERIALS
OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM
THE BORROWERS MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY
RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH
THE BORROWERS MATERIALS OR THE PLATFORM. In no event shall Administrative Agent or any of its
Related Parties (collectively, the “Agent Parties”) have any liability to any Borrower, any
Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind
(whether in tort, contract or otherwise) arising out of Borrowers’ or the Administrative Agent’s
transmission of Borrowers Materials through the Internet, except to the extent that such



57









 







losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a
final and nonappealable judgment to have resulted from the gross negligence or willful misconduct
of such Agent Party; provided, however, that in no event shall any Agent Party have
any liability to any Borrower, any Lender or any other Person for indirect, special, incidental,
consequential or punitive damages (as opposed to direct or actual damages).



               (d) Change of Address, Etc. Each of Borrowers and the Administrative Agent may change
its address, telecopier or telephone number for notices and other communications hereunder by
notice to the other parties hereto. Each other Lender may change its address, telecopier or
telephone number for notices and other communications hereunder by notice to Borrowers and
Administrative Agent. In addition, each Lender agrees to notify Administrative Agent from time to
time to ensure that Administrative Agent has on record (i) an effective address, contact name,
telephone number, telecopier number and electronic mail address to which notices and other
communications may be sent and (ii) accurate wire instructions for such Lender.



               (e) Reliance by Administrative Agent and Lenders. Administrative Agent and Lenders
shall be entitled to rely and act upon any notices purportedly given by or on
behalf of Borrowers which are reasonably believed to be genuine and correct 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. Borrowers shall indemnify Administrative
Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and
liabilities resulting from the reliance by such Person on each notice purportedly given by or on
behalf of Borrowers. All telephonic notices to and other telephonic communications with
Administrative Agent may be recorded by Administrative Agent, and each of the parties hereto hereby
consents to such recording.



          10.3 No Waiver; Cumulative Remedies. No failure by any Lender or Administrative Agent
to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege
hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right,
remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise
of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein
provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided
by law.




          10.4 Expenses; Indemnity; Damage Waiver.




               (a) Costs and Expenses. Each Borrower jointly and severally shall pay (i) all
reasonable out-of-pocket expenses incurred by Administrative Agent and its Affiliates (including
the reasonable fees, charges and disbursements of counsel for Administrative Agent), in connection
with the syndication of the credit facilities provided for herein, the preparation, negotiation,
execution, delivery and administration of this Agreement and the other Loan Documents or any
amendments, modifications or waivers of the provisions hereof or thereof (whether or not the
transactions contemplated hereby or thereby shall be consummated) and (ii) all out-of-pocket
expenses incurred by Administrative Agent or any Lender (including the



58









 







fees, charges and
disbursements of any counsel for Administrative Agent or any Lender), and shall pay all fees and
time charges for attorneys who may be employees of Administrative Agent or any Lender in connection
with the enforcement or protection of its rights (A) in connection with this Agreement and the
other Loan Documents, including its rights under this Section, or (B) in connection with the Term
Loan made hereunder, including all such out-of-pocket expenses incurred during any workout,
restructuring or negotiations in respect of the Term Loan. Notwithstanding anything to the
contrary herein, certain fees and expenses of the Arranger shall be paid by Borrowers in accordance
with the Fee Letter.



               (b) Indemnification by Borrowers. Borrowers jointly and severally shall indemnify
Administrative Agent (and any sub-agent thereof), each Lender, and each Related Party of any of the
foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each
Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related
expenses (including the reasonable fees, charges and disbursements of any counsel for any
Indemnitee), and shall indemnify and hold harmless each Indemnitee from all reasonable fees and
time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by
any Indemnitee or asserted against any Indemnitee by any third party or by Borrowers or any other
Borrower Party arising out of, in connection with, or as a result of
(i) the execution or delivery of this Agreement, any other Loan Document or any agreement or
instrument contemplated hereby or thereby, the performance by the parties hereto of their
respective obligations hereunder or thereunder, the consummation of the transactions contemplated
hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its
Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) the
Term Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged
presence or release of Hazardous Materials on or from any property owned or operated by Borrowers
or any of their respective Subsidiaries, or any Environmental Liability related in any way to
Borrowers or any of their respective Subsidiaries, or (iv) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory, whether brought by a third party or by Borrowers or any other
Borrower Party, and regardless of whether any Indemnitee is a party thereto, in all cases, whether
or not caused by or arising, in whole or in part, out of the comparative, contributory or sole
negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee,
be available to the extent that such losses, claims, damages, liabilities or related expenses
(x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a
claim brought by any Borrower Party against an Indemnitee for breach in bad faith of such
Indemnitee’s obligations hereunder or under any other Loan Document, if any such Borrower Party has
obtained a final and nonappealable judgment in its favor on such claim as determined by a court of
competent jurisdiction.



               (c) Reimbursement by Lenders. To the extent that any Borrower for any reason fails to
indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it
to Administrative Agent (or any sub-agent thereof) or any Related Party, each Lender severally
agrees to pay to Administrative Agent (or any such sub-agent) or such Related Party, as the case
may be, such Lender’s Pro Rata Share (determined as of the time that



59









 







the applicable unreimbursed
expense or indemnity payment is sought) of such unpaid amount, provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case
may be, was incurred by or asserted against Administrative Agent (or any such sub-agent) in its
capacity as such, or against any Related Party of any of the foregoing acting for Administrative
Agent (or any such sub-agent) in connection with such capacity. The obligations of Lenders under
this subsection (c) are subject to the provisions of Section 2.12.



               (d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by
applicable law, neither Borrowers nor any other Borrower Party shall assert, and hereby waives, any
claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or
punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as
a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated
hereby, the transactions contemplated hereby or thereby, the Term Loan or the use of the proceeds
thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising
from the use by unintended recipients of any information or other materials distributed by it
through telecommunications, electronic or other information transmission systems in connection with
this Agreement or the other Loan Documents or the
transactions contemplated hereby or thereby, except to the extent such distribution arises
from the gross negligence or willful misconduct of such Indemnitee.



               (e) Payments. All amounts due under this Section 10.4 shall be payable not later than
ten Business Days after demand therefor.



               (f) Survival. The agreements in this Section 10.4 shall survive the resignation of
Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments
and the repayment, satisfaction or discharge of all the other Obligations.



          10.5 Payments Set Aside. To the extent that any payment by or on behalf of either
Borrower is made to Administrative Agent or any Lender, or Administrative Agent or any Lender
exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof
is subsequently invalidated, declared to be fraudulent or preferential, set aside or required
(including pursuant to any settlement entered into by Administrative Agent or such Lender in its
discretion) to be repaid to a trustee, receiver or any other party, in connection with any
proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the
obligation or part thereof originally intended to be satisfied shall be revived and continued in
full force and effect as if such payment had not been made or such setoff had not occurred, and (b)
each Lender severally agrees to pay to Administrative Agent upon demand its applicable share
(without duplication) of any amount so recovered from or repaid by Administrative Agent, plus
interest thereon from the date of such demand to the date such payment is made at a rate per annum
equal to the Federal Funds Rate from time to time in effect. The obligations of Lenders under
clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the
termination of this Agreement.




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          10.6 Successors and Assigns.




               (a) Successors and Assigns Generally. 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 neither Borrowers nor any other Borrower Party may assign or
otherwise transfer any of its rights or obligations hereunder without the prior written consent of
Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its
rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the
provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the
provisions of subsection (d) of this Section, (iii) by way of pledge or assignment of a security
interest subject to the restrictions of subsection (f) of this Section, or (iv) to an SPC in
accordance with the provisions of subsection (i) of this Section (and any other attempted
assignment or transfer by any party hereto 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 Related
Parties of each of Administrative Agent and Lenders) any legal or equitable right, remedy or claim
under or by reason of this Agreement.



               (b) Assignments by Lenders. Any Lender may at any time assign 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 or the portion of the Term Loan owing to it); provided that




     (i) except in the case of an assignment of the entire remaining amount
of the assigning Lender’s Commitment or the portion of the Term Loan at the
time owing to it or in the case of an assignment to a Lender or an Affiliate
of a Lender or an Approved Fund with respect to a Lender, the aggregate
amount of the Commitment or the portion of the Term Loan of the assigning
Lender subject to each such assignment, determined as of the date the
Assignment and Assumption with respect to such assignment is delivered to
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 unless
each of Administrative Agent and, so long as no Event of Default has
occurred and is continuing, each Borrower otherwise consents (each such
consent not to be unreasonably withheld or delayed); provided,
however, that concurrent assignments to members of an Assignee Group
and concurrent assignments from members of an Assignee Group to a single
Eligible Assignee (or to an Eligible Assignee and members of its Assignee
Group) will be treated as a single assignment for purposes of determining
whether such Minimum Amount has been met;




     (ii) each partial assignment shall be made as an assignment of a
proportionate part of all the assigning Lender’s rights and obligations



61









 







under this Agreement with respect to the portion of the Term Loan or the
Commitment assigned;




     (iii) any assignment of a Commitment must be approved by Administrative
Agent unless the Person that is the proposed assignee is itself a Lender
(whether or not the proposed assignee would otherwise qualify as an Eligible
Assignee); and




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


Subject to acceptance and recording thereof by 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
Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from its obligations under this
Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but
shall continue to be entitled to the benefits of Sections 3.1 through 3.3,
3.6 and 10.4 with respect to facts and circumstances occurring prior to the
effective date of such assignment. Upon request, Borrowers (at their expense) shall execute and
deliver new or replacement Term Notes to the assigning Lender and/or the assignee Lender. Any
assignment or transfer by a Lender 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
Lender of a participation in such rights and obligations in accordance with subsection (d) of this
Section.




                    (c) Register. Administrative Agent, acting solely for this purpose as an agent of
Borrowers, shall maintain at Administrative Agent’s Office a copy of each Assignment and Assumption
delivered to it and a register for the recordation of the names and addresses of Lenders and the
portion of the Term Loan owing to, each Lender pursuant to the terms hereof from time to time (the
“Register”). The entries in the Register shall be conclusive, and Borrowers,
Administrative Agent and Lenders may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. The Register shall be available for inspection by each of
Borrowers at any reasonable time and from time to time upon reasonable prior notice. In addition,
at any time that a request for a consent for a material or substantive change to the Loan Documents
is pending, any Lender may request and receive from Administrative Agent a copy of the Register.



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               (d) Participations. Any Lender may at any time, without the consent of, or notice to,
Borrowers or Administrative Agent, sell participations to any Person (other than a natural person
or Borrowers or any of Borrowers’ Affiliates or Subsidiaries) (each, a “Participant”) in
all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or
a portion of its Commitment or the portion of the Term Loan owing to it); provided that
(i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of such obligations and
(iii) Borrowers, Administrative Agent and Lenders shall continue to deal solely and directly with
such Lender in connection with such Lender’s rights and obligations under this Agreement.


Any agreement or instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, waiver or other modification described in the first proviso to
Section 10.1 that affects such Participant. Subject to subsection (e) of this Section,
each Borrower agrees that each Participant shall be entitled to the benefits of Sections
3.1 through 3.3 and Section 3.6 to the same extent as if it were a Lender 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 Section 10.8 as though it were a
Lender, provided such Participant agrees to be subject to Section 2.9 as though it
were a Lender.




               (e) Limitations upon Participant Rights. A Participant shall not be entitled to
receive any greater payment under Sections 3.1 through 3.3 and Section 3.6
than the applicable Lender would have been entitled to receive with respect to the participation
sold to such Participant, unless the sale of the participation to such Participant is made with
Borrowers’ prior written consent. A Participant that would be a Foreign Lender if it were a Lender
shall not be entitled to the benefits of Section 3.1 unless Borrowers are notified of the
participation sold to such Participant and such Participant agrees, for the benefit of Borrowers,
to comply with Section 10.18 as though it were a Lender.



               (f) Certain Pledges. Any Lender may at any time pledge or assign a security interest
in all or any portion of its rights under this Agreement (including under its Note, if any) to
secure obligations of such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender
from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as
a party hereto.



               (g) Electronic Execution of Assignments. The words “execution,” “signed,”
“signature,” and words of like import in any Assignment and Assumption shall be deemed to include
electronic signatures or the keeping of records in electronic form, each of which shall be of the
same legal effect, validity or enforceability as a manually executed signature or the use of a
paper-based recordkeeping system, as the case may be, to the extent and as provided for in any
applicable law, including the Federal Electronic Signatures in Global and



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National Commerce Act,
the New York State Electronic Signatures and Records Act, or any other similar state laws based on
the Uniform Electronic Transactions Act.



     (h) As used herein, the following terms have the following meaning:




     “Eligible Assignee” means (a) a Lender; (b) an Affiliate of a Lender;
(c) an Approved Fund; and (d) any other Person (other than a natural person)
approved by (i) 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,
Borrower (each such approval not to be unreasonably withheld or delayed);
provided that notwithstanding the foregoing, “Eligible Assignee” shall not
include Borrowers or any of Borrowers’ Affiliates or Subsidiaries; provided
further that, unless an Event of Default has occurred and is continuing, an
Eligible Assignee under clause (d) above shall have a minimum of $100,000,000 of
combined capital and surplus.




     “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
Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity
that administers or manages a Lender.



                    (i) Special Purpose Funding Vehicles. Notwithstanding anything to the contrary
contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding
vehicle identified as such in writing from time to time by the Granting Lender to Administrative
Agent and Borrowers (an “SPC”) the option to provide all or any part of the portion of the
Term Loan that such Granting Lender would otherwise be obligated to fund pursuant to this
Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to so fund the
Term Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to so fund the
Term Loan, the Granting Lender shall be obligated to fund its Pro Rata Share of the Term Loan
pursuant to the terms hereof or, if it fails to do so, to make such payment to Administrative Agent
as is required under Section 2.9(d). Each party hereto hereby agrees that (i) neither the
grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or
otherwise increase or change the obligations of Borrowers under this Agreement (including its
obligations under Section 3.2), (ii) no SPC shall be liable for any indemnity or similar
payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting
Lender shall for all purposes, including the approval of any amendment, waiver or other
modification of any provision of any Loan Document, remain the lender of record hereunder. In
furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the
termination of this Agreement) that, prior to the date that is one year and one day after the
payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not
institute against, or join any other Person in instituting against, such SPC any bankruptcy,
reorganization, arrangement, insolvency, or liquidation proceeding



64









 







under the laws of the United
States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC
may (i) with notice to, but without prior consent of Borrowers and Administrative Agent and with
the payment of a processing fee in the amount of $3,500, assign all or any portion of its right to
receive payment with respect to the Term Loan to the Granting Lender and (ii) disclose on a
confidential basis any non-public information relating to its funding of a portion of the Term Loan
to any rating agency, commercial paper dealer or provider of any surety or guarantee or credit or
liquidity enhancement to such SPC.



          10.7 Treatment of Certain Information; Confidentiality. Each of Administrative Agent
and the Lenders agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’
respective partners, directors, officers, employees, agents, advisors and representatives (it being
understood that the Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information confidential), (b) to the extent
requested by any regulatory authority purporting to have jurisdiction over it (including any
self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the
extent required by applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under
any other Loan Document or any action or proceeding relating to this Agreement or any other Loan
Document or the enforcement of rights
hereunder or thereunder, (f) subject to an agreement containing provisions substantially the
same as those of this Section, to (i) any assignee of or Participant in, or any prospective
assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any
actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating
to Borrowers and their respective obligations, (g) with the consent of Borrowers or (h) to the
extent such Information (x) becomes publicly available other than as a result of a breach of this
Section or (y) becomes available to Administrative Agent, any Lender or any of their respective
Affiliates on a nonconfidential basis from a source other than such Borrower.




          For purposes of this Section, “Information” means all information received from
Borrowers or any of their respective Subsidiaries relating to such Borrower or any Subsidiary or
any of their respective businesses, other than any such information that is available to
Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by such Borrower
or any Subsidiary, provided that, in the case of information received from such Borrower or
any Subsidiary after the date hereof, such information is clearly identified at the time of
delivery as confidential. Any Person required to maintain the confidentiality of Information as
provided in this Section shall be considered to have complied with its obligation to do so if such
Person has exercised the same degree of care to maintain the confidentiality of such Information as
such Person would accord to its own confidential information.




          Each of Administrative Agent and the Lenders acknowledges that (a) the Information may include
material non-public information concerning Borrowers or a Subsidiary, as the case may be, (b) it
has developed compliance procedures regarding the use of material non-public information and (c) it
will handle such material non-public information in accordance with applicable Law, including
Federal and state securities Laws.




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          10.8 Right of Setoff. If an Event of Default shall have occurred and be continuing,
each Lender and each of their respective Affiliates is hereby authorized at any time and from time
to time, to the fullest extent permitted by applicable law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final, in whatever currency) at any
time held and other obligations (in whatever currency) at any time owing by such Lender or any such
Affiliate to or for the credit or the account of either Borrower or any other Borrower Party
against any and all of the obligations of such Borrower or such other Borrower Party now or
hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of
whether or not such Lender shall have made any demand under this Agreement or any other Loan
Document and although such obligations of such Borrower or such other Borrower Party may be
contingent or unmatured or are owed to a branch or office of such Lender or Affiliate different
from the branch or office holding such deposit or obligated on such indebtedness. The rights of
each Lender and their respective Affiliates under this Section are in addition to other rights and
remedies (including other rights of setoff) that such Lender or their respective Affiliates may
have. Each Lender agrees to notify each Borrower and Administrative Agent promptly after any such
setoff and application, provided that the failure to give such notice shall not affect the
validity of such setoff and application.




          10.9 Interest Rate Limitation. Notwithstanding anything to the contrary contained in
any Loan Document, the interest paid or agreed to be paid under the Loan
Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable
Law (the “Maximum Rate”). If Administrative Agent or any Lender shall receive interest in
an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of
the Term Loan or, if it exceeds such unpaid principal, refunded to Borrowers. In determining
whether the interest contracted for, charged, or received by Administrative Agent or a Lender
exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a)
characterize any payment that is not principal as an expense, fee, or premium rather than interest,
(b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and
spread in equal or unequal parts the total amount of interest throughout the contemplated term of
the Obligations hereunder.




          10.10 Counterparts; Integration; Effectiveness. This Agreement may be executed in
counterparts (and by different parties hereto in different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single contract.
This Agreement and the other Loan Documents constitute the entire contract among the parties
relating to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except as provided in
Section 4.1, this Agreement shall become effective when it shall have been executed by
Administrative Agent and when Administrative Agent shall have received counterparts hereof that,
when taken together, bear the signatures of each of the other parties hereto. Delivery of an
executed counterpart of a signature page of this Agreement by telecopy shall be effective as
delivery of a manually executed counterpart of this Agreement.




          10.11 Survival of Representations and Warranties. All representations and warranties
made hereunder and in any other Loan Document or other document delivered pursuant hereto or
thereto or in connection herewith or therewith shall survive the execution and




66









 







delivery hereof and
thereof. Such representations and warranties have been or will be relied upon by Administrative
Agent and each Lender, regardless of any investigation made by Administrative Agent or any Lender
or on their behalf and notwithstanding that Administrative Agent or any Lender may have had notice
or knowledge of any Default at the time the Term Loan is made, and shall continue in full force and
effect as long as all or any portion of the Term Loan or any other Obligation hereunder shall
remain unpaid or unsatisfied, except to the extent that such representations and warranties were
modified or supplemented as provided herein.




          10.12 Severability. If any provision of this Agreement or the other Loan Documents is
held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the
remaining provisions of this Agreement and the other Loan Documents shall not be affected or
impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the
illegal, invalid or unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the illegal, invalid or unenforceable provisions. The
invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction.




          10.13 Replacement of Lenders. If any Lender requests compensation under Section
3.2, or if any Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 3.1, or if any
Lender is a Defaulting Lender, then such Borrower may, at its sole expense and effort, upon notice to
such Lender and Administrative Agent, require such Lender to assign and delegate, without recourse
(in accordance with and subject to the restrictions contained in, and consents required by,
Section 10.6), all of its interests, rights and obligations under this Agreement and the
related Loan Documents to an assignee that shall assume such obligations (which assignee may be
another Lender, if a Lender accepts such assignment), provided that:




               (a) such Borrower shall have paid to Administrative Agent the assignment fee specified in
Section 10.6(b);



               (b) such Lender shall have received payment of an amount equal to its Pro Rata Share of the
outstanding principal balance of the Term Loan, accrued interest thereon, accrued fees and all
other amounts payable to it hereunder (but, if the Lender is a Defaulting Lender, after deducting
any amounts due to Administrative Agent or any other Lender as a result of such default) and under
the other Loan Documents (including any amounts under Section 3.6) from the assignee (to
the extent of such outstanding principal and accrued interest and fees) or such Borrower (in the
case of all other amounts);



               (c) in the case of any such assignment resulting from a claim for compensation under
Section 3.2 or payments required to be made pursuant to Section 3.1, such
assignment will result in a reduction in such compensation or payments thereafter; and



               (d) such assignment does not conflict with applicable Laws.



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A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a
result of a waiver by such Lender or otherwise, the circumstances entitling either Borrowers to
require such assignment and delegation cease to apply.




          10.14 Governing Law; Jurisdiction; Etc.




               (a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF CALIFORNIA.



               (b) SUBMISSION TO JURISDICTION. EACH BORROWER AND EACH OTHER BORROWER PARTY
IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF CALIFORNIA SITTING IN LOS ANGELES COUNTY AND OF THE
UNITED STATES DISTRICT COURT OF THE CENTRAL DISTRICT, AND ANY APPELLATE COURT FROM ANY THEREOF, IN
ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT,
OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND
UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN SUCH CALIFORNIA STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL
JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS
AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ADMINISTRATIVE AGENT OR ANY
LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT AGAINST EITHER BORROWER OR ANY OTHER BORROWER PARTY OR ITS PROPERTIES IN THE COURTS
OF ANY JURISDICTION.



               (c) WAIVER OF VENUE. EACH BORROWER AND EACH OTHER BORROWER PARTY IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT
MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF
THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION
OR PROCEEDING IN ANY SUCH COURT.



               (d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS
IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.2. NOTHING IN THIS AGREEMENT WILL AFFECT
THE



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RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.



          10.15 Waiver of Jury Trial.




               (a) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY
HERETO (1) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER AND (2) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.



               (b) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT TO THE
CONTRARY, IF THE FOREGOING IRREVOCABLE WAIVER OF ALL RIGHT TO TRIAL BY JURY IS RULED INVALID BY A COURT OF LAW,
THEN ANY CONTROVERSIES OR CLAIMS BETWEEN THE PARTIES, WHETHER ARISING IN CONTRACT, TORT OR BY
STATUTE, INCLUDING BUT NOT LIMITED TO CONTROVERSIES OR CLAIMS THAT ARISE OUT OF OR RELATE TO: (1)
THIS AGREEMENT (INCLUDING ANY RENEWALS, EXTENSIONS OR MODIFICATIONS); OR (2) ANY DOCUMENT RELATED
TO THIS AGREEMENT (COLLECTIVELY A “CLAIM”) SHALL AT THE REQUEST OF ANY PARTY BE DETERMINED BY
BINDING ARBITRATION. FOR THE PURPOSES OF THIS ARBITRATION PROVISION ONLY, THE TERM “PARTIES” SHALL
INCLUDE ANY PARENT CORPORATION, SUBSIDIARY OR AFFILIATE OF THE ADMINISTRATIVE AGENT OR ANY LENDER
INVOLVED IN THE SERVICING, MANAGEMENT OR ADMINISTRATION OF ANY OBLIGATION DESCRIBED OR EVIDENCED BY
THIS AGREEMENT.



               (c) AT THE REQUEST OF ANY PARTY TO THIS AGREEMENT, ANY CLAIM SHALL BE RESOLVED BY BINDING
ARBITRATION IN ACCORDANCE WITH THE FEDERAL ARBITRATION ACT (TITLE 9, U.S. CODE) (THE “ACT”). THE
ACT WILL APPLY EVEN THOUGH THIS AGREEMENT PROVIDES THAT IT IS GOVERNED BY THE LAW OF A SPECIFIED
STATE. THE ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS WITHOUT RESORT TO ANY FORM OF CLASS
ACTION.



               (d) ARBITRATION PROCEEDINGS WILL BE DETERMINED IN ACCORDANCE WITH THE ACT, THE THEN-CURRENT
RULES AND PROCEDURES



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FOR THE ARBITRATION OF FINANCIAL SERVICES DISPUTES OF THE AMERICAN ARBITRATION
ASSOCIATION OR ANY SUCCESSOR THEREOF (“AAA”), AND THE TERMS OF THIS SECTION. IN THE EVENT OF ANY
INCONSISTENCY, THE TERMS OF THIS SECTION SHALL CONTROL. IF AAA IS UNWILLING OR UNABLE TO (1)
SERVE AS THE PROVIDER OF ARBITRATION OR (2) ENFORCE ANY PROVISION OF THIS ARBITRATION CLAUSE, ANY
PARTY TO THIS AGREEMENT MAY SUBSTITUTE ANOTHER ARBITRATION ORGANIZATION WITH SIMILAR PROCEDURES TO
SERVE AS THE PROVIDER OF ARBITRATION.



               (e) THE ARBITRATION SHALL BE ADMINISTERED BY AAA AND CONDUCTED, UNLESS OTHERWISE REQUIRED BY
LAW, IN ANY U.S. STATE WHERE REAL OR TANGIBLE PERSONAL PROPERTY COLLATERAL FOR THIS CREDIT IS
LOCATED OR IF THERE IS NO SUCH COLLATERAL, IN THE STATE SPECIFIED IN THE GOVERNING LAW SECTION OF
THIS AGREEMENT. ALL CLAIMS SHALL BE DETERMINED BY ONE ARBITRATOR; HOWEVER, IF CLAIMS EXCEED FIVE
MILLION DOLLARS ($5,000,000), UPON THE REQUEST OF ANY PARTY, THE CLAIMS SHALL BE DECIDED BY THREE
ARBITRATORS. ALL ARBITRATION HEARINGS SHALL COMMENCE WITHIN NINETY (90) DAYS OF THE DEMAND FOR
ARBITRATION AND CLOSE WITHIN NINETY (90) DAYS OF COMMENCEMENT AND THE AWARD OF THE ARBITRATOR(S)
SHALL BE ISSUED WITHIN THIRTY (30) DAYS OF THE CLOSE OF THE HEARING. HOWEVER, THE ARBITRATOR(S),
UPON A SHOWING OF GOOD CAUSE, MAY EXTEND THE COMMENCEMENT OF THE
HEARING FOR UP TO AN ADDITIONAL SIXTY (60) DAYS. THE ARBITRATOR(S) SHALL PROVIDE A CONCISE
WRITTEN STATEMENT OF REASONS FOR THE AWARD. THE ARBITRATION AWARD MAY BE SUBMITTED TO ANY COURT
HAVING JURISDICTION TO BE CONFIRMED, JUDGMENT ENTERED AND ENFORCED.



               (f) THE ARBITRATOR(S) WILL GIVE EFFECT TO STATUTES OF LIMITATION IN DETERMINING ANY CLAIM AND
MAY DISMISS THE ARBITRATION ON THE BASIS THAT THE CLAIM IS BARRED. FOR PURPOSES OF THE APPLICATION
OF THE STATUTE OF LIMITATIONS, THE SERVICE ON AAA UNDER APPLICABLE AAA RULES OF A NOTICE OF CLAIM
IS THE EQUIVALENT OF THE FILING OF A LAWSUIT. ANY DISPUTE CONCERNING THIS ARBITRATION PROVISION OR
WHETHER A CLAIM IS ARBITRABLE SHALL BE DETERMINED BY THE ARBITRATOR(S). THE ARBITRATOR(S) SHALL
HAVE THE POWER TO AWARD LEGAL FEES PURSUANT TO THE TERMS OF THIS AGREEMENT.



               (g) THIS SECTION DOES NOT LIMIT THE RIGHT OF ANY PARTY TO: (1) EXERCISE SELF-HELP REMEDIES,
SUCH AS BUT NOT LIMITED TO, SETOFF; (2) INITIATE JUDICIAL OR NON-JUDICIAL FORECLOSURE AGAINST ANY
REAL OR PERSONAL PROPERTY COLLATERAL (IF ANY); (3) EXERCISE ANY JUDICIAL OR POWER OF SALE RIGHTS,
OR (4) ACT IN A COURT OF LAW TO OBTAIN AN INTERIM REMEDY, SUCH AS BUT NOT LIMITED TO, INJUNCTIVE
RELIEF, WRIT OF POSSESSION OR APPOINTMENT OF A RECEIVER, OR ADDITIONAL OR SUPPLEMENTARY REMEDIES.



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               (h) THE PROCEDURE DESCRIBED ABOVE WILL NOT APPLY IF THE CLAIM, AT THE TIME OF THE PROPOSED
SUBMISSION TO ARBITRATION, ARISES FROM OR RELATES TO AN OBLIGATION TO THE LENDERS SECURED BY REAL
PROPERTY. IN THIS CASE, ALL OF THE PARTIES TO THIS AGREEMENT MUST CONSENT TO SUBMISSION OF THE
CLAIM TO ARBITRATION. IF ALL SUCH PARTIES DO NOT CONSENT TO ARBITRATION, THE CLAIM WILL BE
RESOLVED AS FOLLOWS: THE PARTIES WILL DESIGNATE A REFEREE (OR A PANEL OF REFEREES) SELECTED UNDER
THE AUSPICES OF AAA IN THE SAME MANNER AS ARBITRATORS ARE SELECTED IN AAA ADMINISTERED PROCEEDINGS.
THE DESIGNATED REFEREE(S) WILL BE APPOINTED BY A COURT AS PROVIDED IN CALIFORNIA CODE OF CIVIL
PROCEDURE SECTION 638 AND THE FOLLOWING RELATED SECTIONS. THE REFEREE (OR PRESIDING REFEREE OF THE
PANEL) WILL BE AN ACTIVE ATTORNEY OR A RETIRED JUDGE. THE AWARD THAT RESULTS FROM THE DECISION OF
THE REFEREE(S) WILL BE ENTERED AS A JUDGMENT IN THE COURT THAT APPOINTED THE REFEREE, IN ACCORDANCE
WITH THE PROVISIONS OF CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 644 AND 645.



               (i) THE FILING OF A COURT ACTION IS NOT INTENDED TO CONSTITUTE A WAIVER OF THE RIGHT OF ANY
PARTY, INCLUDING THE SUING PARTY, THEREAFTER TO REQUIRE SUBMITTAL OF THE CLAIM TO ARBITRATION.



          10.16 USA PATRIOT Act Notice. Each Lender that is subject to the Act (as hereinafter
defined) and Administrative Agent (for itself and not on behalf of any Lender) hereby notifies each
Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and
record information that identifies either Borrower, which information includes the name and address
of such Borrower and other information that will allow such Lender or Administrative Agent, as
applicable, to identify such Borrower in accordance with the Act.




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




          10.18 Tax Forms.




               (a) Each Lender that is not a “United States person” within the meaning of Section 7701(a)(30)
of the Code (a “Foreign Lender”) shall deliver to Administrative Agent, prior to receipt of
any payment subject to withholding under the Code (or upon accepting an assignment of an interest
herein), 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 Borrowers pursuant to this Agreement) or IRS Form W-8ECI
or any successor thereto (relating to all payments to be made to such Person by Borrowers pursuant
to this Agreement) or such other evidence satisfactory to Borrowers and Administrative Agent that
such Person is entitled to an exemption from, or reduction of, United States withholding tax.
Thereafter and from time to time, each such Person shall (i) promptly submit to Administrative
Agent such additional duly completed and signed copies of one of such forms (or such successor
forms as shall be adopted



71









 







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 Borrowers and 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 Borrowers pursuant to this Agreement, (ii) promptly notify Administrative Agent of any
change in circumstances which would modify or render invalid any claimed exemption or reduction,
and (iii) take such steps as shall not be materially disadvantageous to it, in the reasonable
judgment of such Lender, and as may be reasonably necessary (including the re-designation of its
Lending Office) to avoid any requirement of applicable Laws that Borrowers 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 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.



               (b) Upon the request of Administrative Agent, each Lender that is a “United States person”
within the meaning of Section 7701(a)(30) of the Code shall deliver to Administrative Agent two
duly signed completed copies of IRS Form W-9. If such Lender fails to deliver such forms, then
Administrative Agent may withhold from any interest payment to such Lender an amount equivalent to
the applicable back-up withholding tax imposed by the Code, without reduction.



               (c) If any Governmental Authority asserts that Administrative Agent did not properly withhold
or backup withhold, as the case may be, any tax or other amount from payments made to or for the
account of any Lender, such Lender shall indemnify Administrative Agent therefor, including all
penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to
Administrative Agent under this Section, and costs and expenses (including Attorney Costs) of
Administrative Agent. The obligation of Lenders under this Section shall survive the termination
of the Aggregate Commitments, repayment of all Obligations and the resignation of Administrative
Agent.



          10.19 Surety Waivers. In the event that either Borrower is deemed to be a guarantor
or a surety with respect to the Obligations under this Agreement, then such Borrower shall be
deemed to have agreed to the provisions of Sections 7 and 8 of the Master Subsidiary Guaranty.




          10.20
No Advisory or Fiduciary Responsibility.

In connection with all aspects of each
transaction contemplated hereby, each Borrower acknowledges and agrees that: (i) the credit
facilities provided for hereunder and any related arranging or other services in connection
therewith (including in connection with any amendment, waiver or other modification hereof or of
any other Loan Document) are an arm’s-length commercial transaction between Borrowers and their
respective Affiliates, on the one hand, and the Administrative Agent and the Arranger, on the other
hand, and each Borrower is capable of evaluating and understanding and understands and accepts the
terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents
(including any amendment, waiver or other modification hereof or thereof); (ii) in connection with
the process leading to such transaction, the Administrative Agent and the Arranger each is and has
been acting solely as a principal and is


72









 






 not the financial advisor, agent or fiduciary, for
Borrowers or any of their respective Affiliates, stockholders, creditors or employees or any other
Person; (iii) neither the Administrative Agent nor the Arranger has assumed or will assume an
advisory, agency or fiduciary responsibility in favor of either Borrower with respect to any of the
transactions contemplated hereby or the process leading thereto, including with respect to any
amendment, waiver or other modification hereof or of any other Loan Document (irrespective of
whether the Administrative Agent or the Arranger has advised or is currently advising Borrowers or
any of their respective Affiliates on other matters) and neither the Administrative Agent nor the
Arranger has any obligation to either Borrower or any of their respective Affiliates with respect
to the transactions contemplated hereby except those obligations expressly set forth herein and in
the other Loan Documents; (iv) the Administrative Agent and the Arranger and their respective
Affiliates may be engaged in a broad range of transactions that involve interests that differ from
those of Borrowers and their respective Affiliates, and neither the Administrative Agent nor the
Arranger has any obligation to disclose any of such interests by virtue of any advisory, agency or
fiduciary relationship; and (v) neither the Administrative Agent nor the Arranger has provided nor
will either of them provide any legal, accounting, regulatory or tax advice with respect to any of
the transactions contemplated hereby (including any amendment, waiver or other modification hereof
or of any other Loan Document) and each Borrower has consulted its own legal, accounting,
regulatory and tax advisors to the extent it has deemed appropriate. Each Borrower hereby waives
and releases, to the fullest extent permitted by law,
any claims that it may have against the Administrative Agent and the Arranger with respect to any
breach or alleged breach of agency or fiduciary duty.




[Remainder of page left intentionally blank]





73









 








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




	 	 	 	 	 	 	 
	 	 	RELIANCE STEEL & ALUMINUM CO.,	 	 
	 	 	a California corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ David H. Hannah
 

David H. Hannah
	 	 
	 

	 	Title:
	 	Chairman and Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Karla Lewis
 

Karla Lewis
	 	 
	 

	 	Title:
	 	Executive Vice President and Chief Financial
Officer	 	 
	 
	 	 	 	 	 	 
	 	 	RSAC MANAGEMENT CORP.,	 	 
	 	 	a California corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ David H. Hannah
 

David H. Hannah
	 	 
	 

	 	Title:
	 	Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Karla Lewis
 

Karla Lewis
	 	 
	 

	 	Title:
	 	Executive Vice President and Chief Financial
Officer	 	 






S-1 









 






	 	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.,	 	 
	 	 	as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Ken Puro
 

Ken Puro
	 	 
	 

	 	Title:
	 	Vice President	 	 






S-2 









 






	 	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.,	 	 
	 	 	as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Matthew Koenig
 

Matthew Koenig
	 	 
	 

	 	Title:
	 	Senior Vice President	 	 






S-3 









 






	 	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.,	 	 
	 	 	as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Clara Sohan
 

Clara Sohan
	 	 
	 

	 	Title:
	 	Vice President	 	 






S-4 









 






	 	 	 	 	 	 	 
	 	 	UBS LOAN FINANCE LLC,	 	 
	 	 	as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Richard L. Tavrow
 

Richard L. Tavrow
	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ David B. Julie
 

David B. Julie
	 	 
	 

	 	Title:
	 	Assistant Director	 	 






S-5 









 






	 	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, N.A.,	 	 
	 	 	as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ David W. Shaw
 

David W. Shaw
	 	 
	 

	 	Title:
	 	Vice President	 	 






S-6 









 






	 	 	 	 	 	 	 
	 	 	RAYMOND JAMES BANK, FSB,	 	 
	 	 	as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Joseph A. Ciccolini
 

Joseph A. Ciccolini
	 	 
	 

	 	Title:
	 	Vice President – Senior Corporate Banker	 	 






S-7 









 






	 	 	 	 	 	 	 
	 	 	SUNTRUST BANK,	 	 
	 	 	as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Baebel Freundenthaler
 

Baebel Freundenthaler
	 	 
	 

	 	Title:
	 	Vice President	 	 






S-8 









 






	 	 	 	 	 	 	 
	 	 	CITIZENS BANK OF PENNSYLVANIA,	 	 
	 	 	as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Euclid R. Noble
 

Euclid R. Noble
	 	 
	 

	 	Title:
	 	VP	 	 






S-9 









 






	 	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION,	 	 
	 	 	as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Richard J. Ameny, Jr.
 

Richard J. Ameny, Jr.
	 	 
	 

	 	Title:
	 	Vice President	 	 






S-10 









 






	 	 	 	 	 	 	 
	 	 	BANK OF THE WEST,	 	 
	 	 	as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Craig Takeshige
 

Craig Takeshige
	 	 
	 

	 	Title:
	 	Vice President	 	 






S-11 









 






	 	 	 	 	 	 	 
	 	 	CHANG HWA COMMERCIAL
BANK, LTD., LOS ANGELES BRANCH, as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Beverly Chen
 

Beverly Chen
	 	 
	 

	 	Title:
	 	VP and General Manager	 	 






S-12 









 






	 	 	 	 	 	 	 
	 	 	TAIPEI FUBON COMMERCIAL BANK CO., LTD., NEW YORK
AGENCY, as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Sophia Jing
 

Sophia Jing
	 	 
	 

	 	Title:
	 	FVP & General Manager	 	 






S-13 









 






	 	 	 	 	 	 	 
	 	 	FIRST COMMERCIAL BANK, LOS ANGELES BRANCH, as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Larry Jen-Yu Lai
 

Larry Jen-Yu Lai
	 	 
	 

	 	Title:
	 	SAVP & Deputy General Manager	 	 






S-14 









 






	 	 	 	 	 	 	 
	 	 	UNION BANK OF CALIFORNIA, N.A.,	 	 
	 	 	as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Peter Thompson
 

Peter Thompson
	 	 
	 

	 	Title:
	 	Vice President	 	 






S-15 









 






	 	 	 	 	 	 	 
	 	 	MEGA INTERNATIONAL COMMERCIAL BANK CO., LTD., LOS
ANGELES BRANCH, as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Chia Jang Liu
 

Chia Jang Liu
	 	 
	 

	 	Title:
	 	SVP & General Manager	 	 






S-16 









 






	 	 	 	 	 	 	 
	 	 	TAIWAN BUSINESS BANK,	 	 
	 	 	as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Ben Chou
 

Ben Chou
	 	 
	 

	 	Title:
	 	V.P. & General Manager	 	 







S-17 












 








SCHEDULE 10.2




ADMINISTRATIVE AGENT’S OFFICE; CERTAIN ADDRESSES FOR NOTICES




RELIANCE STEEL & ALUMINUM CO.,

as Borrower




	 	 	 
	Address for Notices:
	 
	Reliance Steel & Aluminum Co.
	350 S. Grand Avenue, Suite 5100
	Los Angeles, California 90071
	Attention:
	 	Brenda Miyamoto
	 
	 	Vice President and Corporate Controller
	Telephone:
	 	213-576-2430
	Facsimile:
	 	213-576-8821
	E-mail:
	 	bmiyamoto@rsac.com






RSAC MANAGEMENT CORP.,

as Borrower




	 	 	 
	Address for Notices:
	 
	RSAC Management Corp.
	350 S. Grand Avenue, Suite 5100
	Los Angeles, California 90071
	Attention:

	 	Brenda Miyamoto
	 

	 	Vice President and Corporate Controller
	Telephone:

	 	213-576-2430
	Facsimile:

	 	213-576-8821
	E-mail:

	 	bmiyamoto@rsac.com






BANK OF AMERICA, N.A.,

as Administrative Agent




	 	 	 
	Notices (other than Requests for Extensions of Credit):
	 
	 	 
	Bank of America, N.A.
	800 Fifth Avenue, Floor 17
	Seattle, WA 98104
	Mail Code:

	 	WA1-501-17-32
	Attention:

	 	Ken Puro
	Telephone:

	 	206-358-0138
	Facsimile:

	 	415-343-0559
	E-mail:

	 	ken.puro@bankofamerica.com






Schedule 10.2-1




 









 








Requests for Extensions of Credit and Notices of Payment:




	 	 	 
	Bank of America, N.A.
	2001 Clayton Road, 2nd Floor
	Concord, CA 94520
	Mail Code: CA4-702-02-25
	Attention:
	 	Remy David
	Telephone:
	 	925-675-8416
	Facsimile:
	 	888-217-4730
	E-mail:
	 	remedios.a.david@bankofamerica.com






Payments:




Bank of America, N.A.

Dallas, TX

ABA No. 111000012

Account No: 3750836479

Account Name: Corporate FTA

Attention: Remy David

Reference: Reliance Steel




Schedule 10.2-2