exhibit1.htm


    

      
         

         

        Exhibit
10.1

        
          
            

          



      

      CREDIT
AGREEMENT

      


      dated as
of

      


      March 31,
2010

      


      among

      


      BORGWARNER
INC.,

      as
Borrower

      


      The
Lenders Party Hereto

      


      


      BANK OF
AMERICA, N.A.,

      as
Administrative Agent, the Swingline Lender,

      an
Issuing Bank and a Lender

      


      


      DEUTSCHE
BANK SECURITIES INC. and

      CITIBANK,
N.A.,

      as
Co-Syndication Agents

      


      and

      


      KEYBANK
NATIONAL ASSOCIATION,

      as
Documentation Agent

      


      


      


      BANC OF
AMERICA SECURITIES LLC,

      DEUTSCHE
BANK SECURITIES INC.,

      CITIGROUP
GLOBAL MARKETS INC. and

      KEYBANK
NATIONAL ASSOCIATION,

      as Joint
Lead Arrangers and Joint Book Managers

      
        


         

        


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      TABLE OF
CONTENTS

       

      
        	 	 	 
	 	 	Page


      

       

      
        	 	ARTICLE
      I	
                DEFINITIONS
      1

              	 1
	 	 	 
      	 
	 	SECTION
      1.1	
                Defined
      Terms 

              	 1
	 	SECTION
      1.2	
                Classification
      of Loans and Borrowings 

              	 26
	 	SECTION
      1.3	
                Terms
      Generally 

              	 26
	 	SECTION
      1.4	
                Accounting
      Terms; GAAP 

              	 27
	 	SECTION
      1.5	
                Change
      of Currency 

              	 27
	 	SECTION
      1.6	
                Exchange
      Rates; Currency Equivalents

              	 27
	 	SECTION
      1.7	
                Letter
      of Credit Amounts 

              	 28
	 	 	 
      	 
	 	ARTICLE
      II	
                THE
      CREDITS 

              	 28
	 	 	 
      	 
	 	SECTION
      2.1	
                Commitments

              	 28
	 	SECTION
      2.2	
                Loans
      and Borrowings

              	 29
	 	SECTION
      2.3	
                Requests
      for Revolving Borrowings 

              	 30
	 	SECTION
      2.4	
                Swingline
      Loans

              	 31
	 	SECTION
      2.5	
                Letters
      of Credit

              	 32
	 	SECTION
      2.6	
                Extension
      of Maturity Date

              	 40
	 	SECTION
      2.7	
                Funding
      of Borrowings

              	 41
	 	SECTION
      2.8	
                Interest
      Elections

              	 42
	 	SECTION
      2.9	
                Termination
      and Reduction of Commitments 

              	 44
	 	SECTION
      2.10	
                Repayment
      of Loans; Evidence of Debt

              	 45
	 	SECTION
      2.11	
                Prepayment
      of Loans

              	 45
	 	SECTION
      2.12	
                Fees

              	 47
	 	SECTION
      2.12	
                Interest

              	 48
	 	SECTION
      2.14	
                Alternate
      Rate of Interest; Illegality

              	 49
	 	SECTION
      2.15	
                Increased
      Costs

              	 51
	 	SECTION
      2.16	
                Break
      Funding Payments

              	 52
	 	SECTION
      2.17	
                Taxes

              	 53
	 	SECTION
      2.18	
                Payments
      Generally; Pro Rata Treatment; Sharing of Set-offs

              	 54
	 	SECTION
      2.19	
                Mitigation
      Obligations; Replacement of Lenders

              	 56
	 	SECTION
      2.20	
                Increase
      in Commitments

              	 57
	 	SECTION
      2.21	
                Cash
      Collateral

              	 58
	 	SECTION
      2.22	
                Defaulting
      Lenders

              	 59
	 	 	 
      	 
	 	ARTICLE
      III	
                REPRESENTATIONS
      AND WARRANTIES

              	 61
	 	 	 
      	 
	 	SECTION
      3.1	
                Organization;
      Powers

              	 61
	 	SECTION
      3.2	
                Authorization;
      Enforceability

              	 61
	 	SECTION
      3.3	
                Governmental
      Approvals; No Conflicts

              	 62
	 	SECTION
      3.4	
                Financial
      Condition; No Material Adverse Effect

              	 62
	 	SECTION
      3.5	
                Properties

              	 62
	 	SECTION
      3.6	
                Litigation
      and Environmental Matters

              	 62
	 	SECTION
      3.7	
                Compliance
      with Laws and Agreements

              	 63
	 	SECTION
      3.8	
                Investment
      Company Status

              	 63
	 	SECTION
      3.9	
                Taxes
      

              	 63
	 	 	
                 

              	 


      

      



      
        
           


        

        
          i

          
            

          

        

        
           


        

      


      
        	 	SECTION
      3.10	
                ERISA               

              	 63
	 	SECTION
      3.11	
                Federal
      Regulations

              	 63
	 	SECTION
      3.12	
                Disclosure
      

              	 63
	 	SECTION
      3.13	
                Insurance
      

              	 64
	 	SECTION
      .3.14	
                Subsidiaries;
      Equity Interests 

              	 64
	 	    	 
      	 
	 	ARTICLE VI 	
                CONDITIONS
      

              	 64
	 	 	 
      	 
	 	SECTION
      4.1	
                Effective
      Date                            

              	 64
	 	SECTION
      4.2	
                Each
      Credit Event

              	 65
	 	 	 	 
	 	ARTICLE
      V	
                AFFIRMATIVE
      COVENANTS 

              	 66
	 	 	 	 
	 	SECTION
      5.1 	
                Financial
      Statements and Other Information 

              	 66
	 	SECTION
      5.2 	
                Notices
      of Material
      Events                                            

              	 68
	 	SECTION
      5.3 	
                Existence;
      Conduct of Business

              	 69
	 	SECTION
      5.4 	
                Payment
      of Obligations

              	 69
	 	SECTION
      5.5 	
                Maintenance
      of Properties; Insurance 

              	 69
	 	SECTION
      5.6 	
                Books
      and Records; Inspection Rights

              	 69
	 	SECTION
      5.7 	
                Compliance
      with Laws 

              	 69
	 	SECTION
      5.8 	
                Use
      of Proceeds and Letters of Credit 

              	 69
	 	SECTION
      5.9 	
                Covenant
      to Guarantee Obligations

              	 70
	 	SECTION
      5.10 	
                Further
      Assurances

              	 70
	 	 	 
      	 
	 	ARTICLE
      VI	
                NEGATIVE
      COVENANTS 

              	 71
	 	 	 	 
	 	SECTION
      6.1	
                Financial
      Covenants 

              	 71
	 	SECTION
      6.2 	
                Liens
      

              	 71
	 	SECTION
      6.3 	
                Fundamental
      Changes 

              	 73
	 	SECTION
      6.4 	
                Third
      Party Guarantees 

              	 73
	 	SECTION
      6.5 	
                Restriction
      on Owning Principal
      Property                                                                       

              	 73
	 	SECTION
      6.6 	
                Certain
      Dispositions 

              	 73
	 	SECTION
      6.7 	
                Burdensome
      Agreements 

              	 74
	 	SECTION
      6.8 	
                Material
      Indebtedness 

              	 74
	 	SECTION
      6.9 	
                Receivables
      Corporation 

              	 75
	 	 	 
      	 
	 	ARTICLE
      VII 	
                EVENTS
      OF DEFAULT 

              	 75
	 	 	 
      	 
	 	SECTION
      7.1 	
                Eents
      of Default 

              	 75
	 	SECTION
      7.2 	
                Remedies
      Upon Event of Default

              	 77
	 	SECTION
      7.3 	
                Aplication
      of Funds 

              	 78
	 	 	 	 
	 	ARTICLE
      VIII 	
                THE
      ADMINISTRATIVE AGENT 

              	 79
	 	 	 	 
	 	SECTION
      8.1 	
                Appointment
      and Authority 

              	 79
	 	SECTION
      8.2 	
                Rights
      as a Lender 

              	 79
	 	SECTION
      8.3     	Exculpatory
      Provisions 	 80
	 	SECTION
      8.4	Reliance
      by Administrative Agent 	 81
	 	SECTION
      8.5 	Delegation
      of Duties 	 81
	 	SECTION
      8.6 	Resignation
      of Administrative Agent 	 82


      


      
        
           


        

        
          ii

          
            

          

        

        
           


        

      

       

      
        	 	SECTION
      8.7 	Non-Reliance on
      Administrative Agent and Other Lenders 	 82
	 	SECTION
      8.8 	No Other Duties,
      Etc 	 82
	 	SECTION
      8.9 	Administrative Agent
      May file Proofs of Claim 	 82
	 	SECTION 8.10 	Collateral and
      Guaranty Matters 	 83
	 	SECTION
      8.11 	Secured Cash
      Management Agreements and Secured Hedge Agreements 	 83
	 	SECTION
      8.12 	Enforcements 	 84
	 	 	 	 
	 	ARTICLE IX 	MISCELLANEOUS	 84
	 	 	 	 
	 	SECTION
      9.1 	Notices; Effectiveness;
      Electronic Communication	 84
	 	SECTION
      9.2 	Waivers;
      Amendments 	 86
	 	SECTION
      9.3 	Expenses; Indemnity;
      Damage Waiver 	 88
	 	SECTION
      9.4 	Successors and
      Assigns 	 90
	 	SECTION
      9.5 	Survival 	 94
	 	SECTION
      9.6 	Counterparts;
      Integration; Effectiveness 	 94
	 	SECTION
      9.7 	Severability 	 95
	 	SECTION
      9.8 	Right of
      Setoff 	 95
	 	SECTION
      9.9 	Governing Law;
      Jurisdiction; Consent to Service of Process 	 96
	 	SECTION
      9.10 	WAIVER OF
      JURY TRIAL 	 96
	 	SECTION
      9.11 	Headings 	 96
	 	SECTION
      9.12 	Confidentiality 	 97
	 	SECTION
      9.13 	Judgment
      Currency 	 97
	 	SECTION
      9.14 	Loan
      Conversion/Participation 	 98
	 	SECTION9.15 	USA PATRIOT
      Act 	 99
	 	SECTION9.16 	Payments Set
      Aside 	 99
	 	SECTION
      9.17 	Other Loan Document
      Waivers and Amendments 	 99
	 	SECTION 9.18 	No Advisory or
      Fiduciary Responsibility 	 100


      

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      



      


      
        	
                SCHEDULES:

              	 
      
	
                Schedule
      1.1

              	
                Mandatory
      Cost Formulae

              
	
                Schedule
      1.2

              	
                Existing
      Letters of Credit

              
	
                Schedule
      2.1

              	
                Commitments

              
	
                Schedule
      3.6

              	
                Disclosed
      Matters

              
	
                Schedule
      3.14

              	
                Domestic
      Subsidiaries

              
	
                Schedule
      6.2

              	
                Existing
      Liens

              
	
                Schedule
      9.1

              	
                Administrative
      Agent’s Office, Certain Addresses for Notices

              
	 
      	 
      
	
                EXHIBITS:

              	 
      
	
                Exhibit
      A

              	
                Form
      of Assignment and Acceptance

              
	
                Exhibit
      B

              	
                Form
      of Opinion of Borrower’s Counsel

              
	
                Exhibit
      C

              	
                Form
      of Guaranty Agreement

              
	 
      	 
      


      

      


      



      
        
           
iv

        

        
           


          
            

          

        

        
           


        

      


      CREDIT
AGREEMENT, dated as of March 31, 2010, among BORGWARNER INC., a Delaware
corporation (the “Borrower”), the
several banks and other financial institutions from time to time parties hereto
(the “Lenders”), and BANK
OF AMERICA, N.A., as administrative agent for the Lenders and as Swingline
Lender (defined below) and an Issuing Bank (defined below).

       

      The
parties hereto agree as follows:

       

       

      ARTICLE
I

       

       

      DEFINITIONS

       

      SECTION
1.1 Defined
Terms.  As used in this Agreement, the following terms have the
meanings specified below:

       

      “ABR”, when used in
reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, are bearing interest at a rate determined by
reference to the Alternate Base Rate.

       

      “Adjusted Eurocurrency
Rate” means, with respect to any Eurocurrency Borrowing for any Interest
Period, an interest rate per annum determined by the Administrative Agent
pursuant to the following formula:

       

      
        	 
      	
                Adjusted
      Eurocurrency Rate  =

              	
                Eurocurrency
      Rate

              
	 
      	
                1.00 – Statutory
      Reserve Rate

              


      

      


      “Adjusted Revolving Credit
Exposure” shall mean, with respect to each Lender, the Revolving Credit
Exposure of such Lender, plus the amount of any participating interests
purchased by such Lender pursuant to Section 9.14, minus
the amount of any participating interests sold by such Lender pursuant to Section
9.14.

       

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

       

      “Administrative Agent’s
Office” means the Administrative Agent’s address and, as appropriate,
account as set forth on Schedule 9.1, or such
other address or account as the Administrative Agent may from time to time
notify to the Borrower and the Lenders.

       

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

       

      “Affiliate” means,
with respect to a specified Person, another Person that directly, or indirectly
through one or more intermediaries, Controls or is Controlled by or is under
common Control with the Person specified.

       

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

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Alternate Base Rate”
means, for any day, a fluctuating rate per annum equal to the highest of (a) the
Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect
on such day plus 1⁄2 of 1%, and (c) except during a Eurodollar Unavailability
Period, a reference rate equal to the Eurocurrency Rate (for ABR Loans) plus
1.00%.  Any change in the Alternate Base Rate due to a change in the
Prime Rate, the Federal Funds Effective Rate or the Eurocurrency Rate (for ABR
Loans) shall be effective from and including the effective date of such change
in the Prime Rate, the Federal Funds Effective Rate or the Eurocurrency Rate
(for ABR Loans), respectively.

       

      “Alternative Currency”
means Sterling, Yen or Euros.

       

      “Alternative Currency
Equivalent” means, at any time, with respect to any amount denominated in
Dollars, the equivalent amount thereof in the applicable Alternative Currency as
determined by the Administrative Agent at such time on the basis of the Exchange
Rate (determined by the Administrative Agent in respect of the most recent
Revaluation Date) for the purchase of such Alternative Currency with
Dollars.

       

      “Alternative Currency
Loan” means a Revolving Loan that is a Eurocurrency Rate Loan and that is
made in an Alternative Currency pursuant to the applicable Borrowing
Request.

       

      “Alternative Currency
Sublimit” means, with respect to any Alternative Currency, the Dollar
Amount of such Alternative Currency set forth below:

       

      
        	 	
                Currency

              	
                Alternative Currency
      Sublimit

              	 
	 	
                Sterling

              	$100,000,000	 
	 	
                Yen

              	$250,000,000	 
	 	
                Euros

              	$500,000,000	 


      

      


      in each
case, as any such amount may be reduced from time to time in accordance with the
terms hereof.

      


      “Applicable
Percentage” means, with respect to any Lender under any Revolving
Facility (or, as applicable, under all the Revolving Facilities) at any time,
the percentage (carried out to the ninth decimal place) of the total Commitments
represented by such Lender’s Commitment under such Facility (or, as applicable,
under all the Facilities) at such time, subject to adjustment as provided in
Section
2.22.  If the commitment of each Lender to make Loans and the
obligation of the Issuing Banks to make LC Credit Extensions have been
terminated pursuant to Section 7.2 or if the
Commitments under such Facility or all the Facilities have expired, then the
Applicable Percentage of each Lender shall be determined based upon the
Applicable Percentage of such Lender most recently in effect, giving effect to
any subsequent assignments.  The initial Applicable Percentage of each
Lender is set forth opposite the name of such Lender on Schedule 2.1 or in
the Assignment and Acceptance pursuant to which such Lender becomes a party
hereto, as applicable.

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      “Applicable Rate”
means, for any day, with respect to any Eurocurrency Revolving Loan or ABR Loan,
or with respect to the facility fees payable hereunder, as the case may be, the
applicable rate per annum set forth below under the caption “Eurocurrency
Margin”, “Alternate Base Rate Margin” or “Facility Fee Rate”, as the case may
be, based upon the ratings by Moody’s, S&P and Fitch (collectively, the
“Rating
Agencies”), respectively, applicable on such date to the Index
Debt:

       

      
        	 
      	
                Index Debt
      Ratings:

                (S&P/Moody’s/Fitch)

              	
                Eurocurrency
      Margin

              	
                Alternate Base Rate
      Margin

              	
                Facility Fee
      Rate

              
	 
      	
                Category
      1

                BBB+/Baa1/BBB+
      or higher

              	
                1.700%

              	
                0.700%

              	
                0.300%

              
	 
      	
                Category
      2

                BBB/Baa2/BBB

              	
                2.125%

              	
                1.125%

              	
                0.375%

              
	 
      	
                Category
      3

                BBB-/Baa3/BBB-

              	
                2.250%

              	
                1.250%

              	
                0.500%

              
	 
      	
                Category
      4

                BB+/Ba1/BB+

              	
                2.700%

              	
                1.700%

              	
                0.550%

              
	 
      	
                Category
      5

                BB/Ba2/BB
      or lower

              	
                2.875%

              	
                1.875%

              	
                0.625%

              


      

      


      For
purposes of the foregoing, (i) the rating of Index Debt on any day shall be
deemed to be the rating in effect at the close of business on such day; (ii) if
the ratings established or deemed to have been established by the Rating
Agencies for the Index Debt shall be changed (other than as a result of a change
in the rating system of the Rating Agencies), such change shall be effective as
of the date on which it is first announced by the applicable Rating Agency;
(iii) if the ratings established by the Rating Agencies for the Index Debt shall
fall within different Categories and ratings are maintained by all Rating
Agencies, (A) if two ratings are equal and higher than the third rating, the
higher rating will apply (e.g., BBB/Baa3/BBB results in Category 2 status), (B)
if two ratings are equal and lower than the third rating, the lower rating will
apply, (C) if no ratings are equal, the intermediate rating will apply; (iv) if
the ratings established by the Rating Agencies for the Index Debt shall fall
within different Categories and ratings are then maintained by only two Rating
Agencies, the Applicable Rate shall be based on the higher of the two ratings
(e.g., BBB/Baa3 results in Category 2 status) unless one of the two applicable
ratings is two or more Categories lower than the other, in which case the
Applicable Rate shall be determined by reference to the Category one rating
higher than the lower of the two ratings (e.g., BBB/Ba2 results in Category 4
status); and (v) if ratings are only maintained by one Rating Agency or no
Rating Agencies (other than by reason of the circumstances referred to in the
last sentence of this clause (b)), the Applicable Rate shall be equal to
Category 5.  Each change in the Applicable Rate shall apply during the
period commencing on the effective date of such change and ending on the date
immediately preceding the effective date of the next such change.  If
the rating system of any Rating Agency shall change, or if any Rating Agency
shall cease to be in the business of rating corporate debt obligations, the
Borrower and the Lenders shall negotiate in good faith to amend this definition
to reflect such changed rating system or the unavailability of ratings from such
Rating Agency and, pending the effectiveness of any such amendment, the
Applicable Rate shall be determined by reference to the rating most recently in
effect prior to such change or cessation.

       

      “Applicable Time”
means, with respect to any Borrowings and payments in any Alternative Currency
the local time in the place of settlement for such Alternative Currency, as may
be reasonably determined by the Administrative Agent to be necessary for timely
settlement on the relevant date in accordance with normal banking procedures in
the place of payment.

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      “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.

       

      “Assignee Group” means
two or more Eligible Assignees that are Affiliates of one another.

       

      “Assignment and
Acceptance” means an assignment and acceptance entered into by a Lender
and an assignee (with the consent of any party whose consent is required by
Section 9.4),
and accepted by the Administrative Agent, in the form of Exhibit A or any
other form approved by the Administrative Agent.

       

      “Available Dollar
Commitment” means at any date of determination with respect to any Dollar
Lender, an amount in Dollars equal to the excess, if any, of (a) the amount of
such Dollar Lender’s Dollar Commitment in effect on such date over (b) the
Revolving Credit Exposure of such Dollar Lender on such date.

       

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

       

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

       

      “Board” means the
Board of Governors of the Federal Reserve System of the United States of
America.

       

      “BorgWarner
Foundation” means BorgWarner Foundation, an Illinois non-profit
corporation.

       

      “Borrower” has the
meaning assigned to such term in the preamble.

       

      “Borrower Materials”
has the meaning specified in Section
5.1.

       

      “Borrowing” means a
Revolving Borrowing or a Swingline Borrowing, as the context may
require.

       

      “Borrowing Request”
means a request by the Borrower for a Revolving Borrowing in accordance with
Section
2.3.

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      “Business Day” means
any day that is not a Saturday, Sunday or other day on which commercial banks in
New York City are authorized or required by law to remain closed; provided, however, that (i)
when used in connection with a Eurocurrency Loan (other than a Eurocurrency Loan
denominated in Euro), the term “Business Day” shall also exclude any day on
which banks are not open for dealings in dollar deposits in the London interbank
market (or other interbank market selected by the Administrative Agent where its
eurocurrency operation for the applicable currency are being conducted) or in
the city which is the principal financial center of the country of issuance of
the applicable Alternative Currency and (ii) when used in connection with a Loan
denominated in Euro “Business Day” shall also exclude any day which is not a
TARGET Day.

       

      “Capital Lease
Obligations” of any Person means the obligations of such Person to pay
rent or other amounts under any lease of (or other arrangement conveying the
right to use) real or personal property, or a combination thereof, which
obligations are required to be classified and accounted for as capital leases on
a balance sheet of such Person under GAAP, and the amount of such obligations
shall be the capitalized amount thereof determined in accordance with
GAAP.

       

      “Capital Stock” means
any and all shares, interests, participations or other equivalents (however
designated) of capital stock of a corporation, any and all equivalent ownership
interests in a Person (other than a corporation) and any and all warrants or
options to purchase any of the foregoing.

       

      “Cash Collateralize”
means to pledge and deposit with or deliver to the Administrative Agent, for the
benefit of the Administrative Agent, Issuing Bank or Swingline Lender (as
applicable) and the Lenders, as collateral for the LC Exposures, Obligations in
respect of Swingline Loans, or obligations of Lenders to fund participations in
respect of either thereof (as the context may require), cash or deposit account
balances or, if the Issuing Bank or Swingline Lender benefitting from such
collateral shall agree in its sole discretion, other credit support, in each
case pursuant to documentation in form and substance satisfactory to (a) the
Administrative Agent and (b) the Issuing Bank or the Swingline Lender (as
applicable), which documents are hereby consented to by the Lenders. “Cash Collateral”
shall have a meaning correlative to the foregoing and shall include the proceeds
of such cash collateral and other credit support.

       

      “Cash Management
Agreement” means any agreement to provide cash management services,
including treasury, depository, overdraft, credit or debit card, electronic
funds transfer and other cash management arrangements.

       

      “Cash Management Bank”
means any Person that, at the time it enters into a Cash Management Agreement,
is a Lender or an Affiliate of a Lender, in its capacity as a party to such Cash
Management Agreement.

       

      “Change in Control”
means (a) the acquisition of ownership, directly or indirectly, beneficially or
of record, by any Person or group (within the meaning of the Securities Exchange
Act of 1934 and the rules of the Securities and Exchange Commission thereunder
as in effect on the date hereof), of shares representing more than 30% of the
aggregate ordinary voting power represented by the issued and outstanding
capital stock of the Borrower; (b) occupation of a majority of the seats (other
than vacant seats) on the board of directors of the Borrower by Persons who were
neither (i) nominated by the board of directors of the Borrower nor (ii)
appointed by directors so nominated; or (c) the acquisition of direct or
indirect Control of the Borrower by any Person or group.

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      “Change in Law” means
(a) the adoption of any law, rule or regulation after the date of this
Agreement, (b) any change in any law, rule or regulation or in the
interpretation or application thereof by any Governmental Authority after the
date of this Agreement or (c) compliance by any Lender or the Issuing Bank (or,
for purposes of Section 2.15(b), by
any Lending Office of such Lender or by such Lender’s or the Issuing Bank’s
holding company, if any) with any request, guideline or directive (whether or
not having the force of law) of any Governmental Authority made or issued after
the date of this Agreement.

       

      “Citi” means Citibank,
N.A.

       

      “Class”, when used in
reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, are Dollar Revolving Loans, Euro Revolving Loans,
Sterling Revolving Loans, Yen Revolving Loans or Swingline Loans.

       

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

       

      “Committed Exposure
Percentage” shall mean, on any date with respect to any Lender, the
percentage which the Adjusted Revolving Credit Exposure of such Lender
constitutes of the Adjusted Revolving Credit Exposures of all
Lenders.

       

      “Commitments” means,
the collective reference to the Dollar Commitments and the Euro Commitments, the
Sterling Commitments and the Yen Commitments, which are part of (and not in
addition to), the Dollar Commitments.  The initial aggregate amount of
the Commitments is $550,000,000.

       

      “Consolidated EBITDA”
means, for any period, Consolidated Net Income for such period plus, without
duplication and to the extent reflected as a charge in the statement of such
Consolidated Net Income for such period, the sum of (a) income tax expense, (b)
interest expense, amortization or writeoff of debt discount and debt issuance
costs and commissions, discounts and other fees and charges associated with
Indebtedness (including the Loans), (c) depreciation and amortization expense,
(d) amortization of intangibles (including, but not limited to, goodwill) and
organization costs, (e) any extraordinary, unusual or non-recurring non-cash
expenses or losses (including, whether or not otherwise includable as a separate
item in the statement of such Consolidated Net Income for such period, non-cash
losses on sales of assets outside of the ordinary course of business), and (f)
minority interest charges and any other non-cash charges, and minus, to the extent
included in the statement of such Consolidated Net Income for such period, the
sum of (a) interest income, (b) any extraordinary, unusual or non-recurring
income or gains (including, whether or not otherwise includable as a separate
item in the statement of such Consolidated Net Income for such period, gains on
the sales of assets outside of the ordinary course of business) and (c) minority
interest credits and any other non-cash income (except for all amounts that
would, in conformity with GAAP, be set forth opposite the caption “equity in
affiliate earnings and other income” (or any like caption) on a consolidated
income statement of the Borrower and its Subsidiaries), all as determined on a
consolidated basis.  For the purposes of calculating Consolidated
EBITDA for any period of four consecutive fiscal quarters (each, a “Reference Period”)
pursuant to any determination of the Leverage Ratio, (i) if at any time during
such Reference Period the Borrower or any Subsidiary shall have made any
Material Disposition, the Consolidated EBITDA for such Reference Period shall be
reduced by an amount equal to the Consolidated EBITDA (if positive) attributable
to the property that is the subject of such Material Disposition for such
Reference Period or increased by an amount equal to the Consolidated EBITDA (if
negative) attributable thereto for such Reference Period and (ii) if during such
Reference Period the Borrower or any Subsidiary shall have made a Material
Acquisition, Consolidated EBITDA for such Reference Period shall be calculated
after giving pro
forma effect thereto as if such Material Acquisition occurred on the
first day of such Reference Period.  As used in this definition,
“Material
Acquisition” means any acquisition of property or series of related
acquisitions of property that (a) constitutes assets comprising all or
substantially all of an operating unit of a business or constitutes all or
substantially all of the common stock of a Person and (b) involves the payment
of consideration by the Borrower and its Subsidiaries in excess of $50,000,000;
and “Material
Disposition” means any disposition of property or series of related
dispositions of property that yields gross proceeds to the Borrower or any of
its Subsidiaries in excess of $50,000,000.

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      “Consolidated Intangible
Assets” means, at any date, all assets of the Borrower and its
Subsidiaries that are considered to be intangible assets under GAAP, including,
without limitation, customer lists, goodwill, computer software, copyrights,
trade names, trademarks, patents, franchises, licenses, unamortized deferred
charges, unamortized debt discount and capitalized research and development
costs.

       

       “Consolidated Interest
Charges” means, for any period, for the Borrower and its Subsidiaries on
a consolidated basis, the sum of (a) all interest, premium payments, debt
discount, fees, charges and related expenses of the Borrower and its
Subsidiaries in connection with borrowed money (including capitalized interest)
or in connection with the deferred purchase price of assets, in each case to the
extent treated as interest in accordance with GAAP and (b) the portion of rent
expense of the Borrower and its Subsidiaries with respect to such period under
capital leases that is treated as interest in accordance with GAAP.

       

      “Consolidated Interest
Coverage Ratio” means, as of any date of determination, the ratio of (a)
Consolidated EBITDA for the period of the four prior fiscal quarters ending on
such date to (b) Consolidated Interest Charges for such period.

       

      “Consolidated Net
Income” means, for any period, the consolidated net income (or loss) of
the Borrower and its Subsidiaries, determined on a consolidated basis in
accordance with GAAP.

       

      “Consolidated Net
Worth” means, at any date, all amounts that would, in conformity with
GAAP, be set forth opposite the captions “minority interest” (or any like
caption) and “total stockholders’ equity” (or any like caption) on a
consolidated balance sheet of the Borrower and its Subsidiaries at such
date.

       

      “Consolidated Tangible
Assets” means, at any date, Consolidated Total Assets at such date minus Consolidated
Intangible Assets on a consolidated balance sheet of the Borrower and its
Subsidiaries at such date.

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      “Consolidated Total
Assets” means, at any date, all amounts that would, in conformity with
GAAP, be set forth opposite the caption “total assets” (or any like caption) on
a consolidated balance sheet of the Borrower and its Subsidiaries at such
date.

       

      “Consolidated Total
Debt” means, at any date, the aggregate principal amount of all
Indebtedness of the Borrower and its Subsidiaries at such date (including
outstanding Loans hereunder and obligations with respect to drawn letters of
credit (including the Letters of Credit), but excluding obligations with respect
to any undrawn letters of credit (including the Letters of Credit)), determined
on a consolidated basis in accordance with GAAP.  Notwithstanding the
foregoing, all Receivables Facilities shall, regardless of their respective
treatment under GAAP, be included in each calculation of Consolidated Total Debt
under this Agreement, but only to the extent of that portion of the principal
amount of all such Receivables Facilities (determined on an aggregate basis for
all such Receivables Facilities) that is in excess of $50,000,000.

       

      “Continuing Lenders”
has the meaning assigned to such term in Section
2.6(a).

       

      “Contractual
Obligation” means, as to any Person, any provision of any security issued
by such Person or of any agreement, instrument or other undertaking to which
such Person is a party or by which it or any of its property is
bound.

       

      “Control” means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ability
to exercise voting power, by contract or otherwise.  “Controlling” and
“Controlled”
have meanings correlative thereto.

       

      “Conversion Date”
shall mean any date on which either (a) an Event of Default under paragraph (h)
or (i) of Section
7.1 has occurred with respect to the Borrower or (b) the Commitments
shall have been terminated prior to the Maturity Date and/or the Loans shall
have been declared immediately due and payable, in either case pursuant to Section
7.2.

       

      “Conversion Sharing
Percentage” means on any date with respect to any Lender and any
Revolving Loans of such Lender outstanding in any currency other than Dollars,
the percentage of such Revolving Loans such that, after giving effect to the
conversion of such Revolving Loans to Dollars and the purchase and sale by such
Lender of participating interests as contemplated by Section 9.14, the
Committed Exposure Percentage of such Lender will equal such Lender’s Applicable
Percentage under the Dollar Facility on such date (calculated immediately prior
to giving effect to any termination or expiration of the Commitments on the
Conversion Date).

       

      “Converted Loans”
shall have the meaning set forth in Section
9.14.

       

      “Convertible Notes”
means those certain convertible senior notes due 2012 of the Borrower in an
initial aggregate principal amount of $373,750,000 issued pursuant to the
Indenture described in part (b) of the definition thereof.

       

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

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      “Default Rate” means
(a) when used with respect to Obligations other than Letter of Credit
participation fees, an interest rate equal to (i) the Alternate Base Rate plus (ii) the
Applicable Rate, if any, applicable to ABR Loans plus (iii) 2% per
annum; provided, however, that with
respect to a Eurocurrency Rate Loan, the Default Rate shall be an interest rate
equal to the interest rate (including any Applicable Rate) otherwise applicable
to such Loan plus 2% per annum, and (b) when used with respect to Letter of
Credit participation fees, a rate equal to the Applicable Rate plus 2% per
annum.

       

      “Defaulting Lender”
means, subject to Section 2.22(b), any
Lender that, as determined by the Administrative Agent, (a) has failed to
perform any of its funding obligations hereunder,  including in
respect of its Loans or participations in respect of Letters of Credit or
Swingline Loans, within three Business Days of the date required to be funded by
it hereunder,   (b) has notified the Borrower, the Administrative
Agent or any Lender that it does not intend to comply with its funding
obligations or has made a public statement to that effect with respect to its
funding obligations hereunder or under other agreements in which it commits to
extend credit, (c) has failed, within three Business Days after request by the
Administrative Agent, to confirm in a manner satisfactory to the Administrative
Agent that it will comply with its funding obligations, or (d) has, or has a
direct or indirect parent company that has, (i) become the subject of a
proceeding under any bankruptcy or other debtor relief law, (ii) had a receiver,
conservator, trustee, administrator, assignee for the benefit of creditors or
similar Person charged with reorganization or liquidation of its business or a
custodian appointed for it, or (iii) taken any action in furtherance of, or
indicated its consent to, approval of or acquiescence in any such proceeding or
appointment; provided that a Lender shall not be a Defaulting Lender solely by
virtue of the ownership or acquisition of any equity interest in that Lender or
any direct or indirect parent company thereof by a Governmental
Authority.

       

      “Disclosed Matters”
means the actions, suits and proceedings and the environmental matters disclosed
in Schedule
3.6.

       

      “Disposition” or
“Dispose” means
the sale, transfer, license, lease or other disposition (including any sale and
leaseback transaction) of any property by any Person (or the granting of any
option or other right to do any of the foregoing), including any sale,
assignment, transfer or other disposal, with or without recourse, of any notes
or accounts receivable or any rights and claims associated
therewith.

       

       “Dollar Amount” means,
at any time:

       

      (a)           with
respect to any Loan denominated in Dollars (including, with respect to any
Swingline Loan, any funded participation therein), the principal amount thereof
then outstanding (or in which such participation is held);

       

      (b)           with
respect to any Alternative Currency Loan, the principal amount thereof then
outstanding in the relevant Alternative Currency, converted to Dollars at the
Exchange Rate (determined by the Administrative Agent in respect of the most
recent Revaluation Date); and

       

      (c)           with
respect to any LC Exposure (or any risk participation therein), the amount
thereof.

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      “Dollar Commitment”
means, with respect to each Lender, the commitment of such Lender to make Dollar
Revolving Loans and to acquire participations in Letters of Credit and Swingline
Loans hereunder, expressed as an amount representing the maximum aggregate
amount of such Lender’s Revolving Credit Exposure hereunder, as such commitment
may be (a) reduced from time to time pursuant to Section 2.9, (b)
reduced or increased from time to time pursuant to assignments by or to such
Lender pursuant to Section 9.4 or (c)
increased from time to time pursuant to Section
2.20.  The initial amount of each Lender’s Dollar Commitment is
set forth on Schedule
2.1, or in the Assignment and Acceptance pursuant to which such Lender
shall have assumed its Dollar Commitment, as applicable.

       

      “Dollar Facility”
shall have the meaning set forth in the definition of “Facility”.

       

      “Dollar Lender” means
each Lender holding a Dollar Commitment.

       

      “Dollar Revolving
Loan” mean a Revolving Loan made pursuant to Section 2.1(a).

       

      “Dollars” or “$” refers to lawful
money of the United States of America.

       

      “Domestic Subsidiary”
means any Subsidiary of the Borrower organized under the laws of any
jurisdiction within the United States.

       

      “Effective Date” means
the date on which the conditions specified in Section 4.1 are
satisfied (or waived in accordance with Section
9.2).

       

      “Eligible Assignee”
means any Person that meets the requirements to be an assignee under Section 9.4(b)(iii)
and (v)
(subject to such consents, if any, as may be required under Section
9.4(b)(iii)).

       

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

       

      “EMU Legislation”
means the legislative measures of the European Council for the introduction of,
changeover to or operation of a single or unified European
currency.

       

      “Environmental Laws”
means all laws, rules, regulations, codes, ordinances, orders, decrees,
judgments, injunctions, notices or binding agreements issued, promulgated or
entered into by any Governmental Authority, relating in any way to the
environment, preservation or reclamation of natural resources, the management,
release or threatened release of any Hazardous Material or to health and safety
matters.

       

      “Environmental
Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or
indemnities), of the Borrower or any Subsidiary directly or indirectly resulting
from or based upon (a) violation of any Environmental Law, (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.

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      “Equity Interest”
means, with respect to any Person, any of the shares of capital stock of (or
other ownership or profit interests in) such Person, any of the warrants,
options or other rights for the purchase or acquisition from such Person of
shares of capital stock of (or other ownership or profit interests in) such
Person, any of the securities convertible into or exchangeable for shares of
capital stock of (or other ownership or profit interests in) such Person or
warrants, rights or options for the purchase or acquisition from such Person of
such shares (or such other interests), and any of the other ownership or profit
interests in such Person (including partnership, member or trust interests
therein), whether voting or nonvoting, and whether or not such shares, warrants,
options, rights or other interests are outstanding on any date of
determination.  Notwithstanding the foregoing, for the purpose of this
Agreement the Convertible Notes shall not constitute Equity Interests, provided that this
exclusion shall not apply to any asset into which the Convertible Notes, or
portion thereof, are converted in accordance with their terms that would
otherwise constitute an “Equity Interest” pursuant to the first sentence of this
definition.

       

      “ERISA” means the
Employee Retirement Income Security Act of 1974, as amended from time to
time.

       

      “ERISA Affiliate”
means any trade or business (whether or not incorporated) that, together with
the Borrower, is treated as a single employer under Section 414(b) or (c) of the
Code or, solely for purposes of Section 302 of ERISA and Section 412 of the
Code, is treated as a single employer under Section 414 of the
Code.

       

      “ERISA Event” means
(a) any “reportable event”, as defined in Section 4043 of ERISA or the
regulations issued thereunder with respect to a Plan (other than an event for
which the 30 day notice period is waived); (b) the existence with respect to any
Plan of an “accumulated funding deficiency” (as defined in Section 412 of the
Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to
Section 412(d) of the Code or Section 303(d) of ERISA of an application for a
waiver of the minimum funding standard with respect to any Plan; (d) the
incurrence by the Borrower or any of its ERISA Affiliates of any liability under
Title IV of ERISA with respect to the termination of any Plan; (e) the receipt
by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of
any notice relating to an intention to terminate any Plan or Plans or to appoint
a trustee to administer any Plan; (f) the incurrence by the Borrower or any of
its ERISA Affiliates of any liability with respect to the withdrawal or partial
withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the
Borrower or any ERISA Affiliate of any notice, or the receipt by any
Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice,
concerning the imposition of Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA.

       

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

       

      “Euro Commitment”
means, with respect to each Lender, the commitment of such Lender to make Euro
Revolving Loans, as such commitment may be (a) reduced from time to time
pursuant to Section
2.9 or (b) reduced or increased from time to time pursuant to assignments
by or to such Lender pursuant to Section 9.4.  The initial amount of
each Lender’s Euro Commitment is set forth on Schedule 2.1, or in
the Assignment and Acceptance pursuant to which such Lender shall have assumed
its Euro Commitment, as applicable. The Euro Commitment is a part of, but not in
addition to, each Lender’s Dollar Commitment.

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      “Euro Facility” shall
have the meaning set forth in the definition of “Facility”.  The Euro
Facility shall be a subfacility of the Dollar Facility.

       

      “Euro Lender” means
each Lender holding a Euro Commitment.

       

      “Euro Revolving Loan”
mean a Revolving Loan made pursuant to Section
2.1(b).

       

      “Eurocurrency” when
used in reference to any Loan or Borrowing, refers to whether such Loan, or the
Loans comprising such Borrowing, are bearing interest at a rate determined by
reference to the Adjusted Eurocurrency Rate.

       

      “Eurocurrency Rate”
means:

       

      (a) for any
Interest Period with respect to a Eurocurrency Rate Loan, the rate per annum
equal to (i) 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 the 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 deposits in the relevant currency (for
delivery on the first day of such Interest Period) with a term equivalent to
such Interest Period or (ii) if such published rate is not available at such
time for any reason, the rate per annum determined by the Administrative Agent
to be the rate at which deposits in the relevant currency for delivery on the
first day of such Interest Period in Same Day Funds in the approximate amount of
the Eurocurrency Rate Loan being made, continued or converted by Bank of America
and with a term equivalent to such Interest Period would be offered by Bank of
America’s London Branch (or other Bank of America branch or Affiliate) to major
banks in the London or other offshore interbank market for such currency at
their request at approximately 11:00 a.m., London time, two Business Days prior
to the commencement of such Interest Period, or

       

      (b) for any
interest rate calculation with respect to an ABR Loan on any date, the rate per
annum equal to (i) BBA LIBOR, at approximately 11:00 a.m., London time,
determined two Business Days prior to such date for Dollar deposits being
delivered in the London interbank market for a term of one month commencing that
day or (ii) if such published rate is not available at such time for any reason,
the rate per annum determined by the Administrative Agent to be the rate at
which deposits in Dollars for delivery on the date of determination in same day
funds in the approximate amount of the ABR Loan being made, continued or
converted by Bank of America and with a term equal to one month would be offered
by Bank of America’s London Branch to major banks in the London interbank
eurodollar market at their request at the date and time of
determination.

       

      “Eurocurrency Rate
Loan” means a Loan, whether denominated in Dollars or in an Alternative
Currency, that bears interest at a rate based on the Eurocurrency Rate other
than an ABR Loan with respect to which the Alternate Base Rate is determined at
a rate based on the Eurocurrency Rate.

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      “Eurocurrrency Unavailability
Period” means any period of time during which a notice delivered to the
Borrower in accordance with Section 2.14 shall
remain in effect.

       

      “Event of Default” has
the meaning assigned to such term in Section
7.1.

       

      “Exchange Rate” for a
currency means the rate determined by the Administrative Agent to be the rate
quoted by the Person acting in such capacity as the spot rate for the purchase
by such Person of such currency with another currency through its principal
foreign exchange trading office at approximately 11:00 a.m., New York City time,
on the date two Business Days prior to the date as of which the foreign exchange
computation is made; provided that the
Administrative Agent may obtain such spot rate from another financial
institution designated by the Administrative Agent if the Person acting in such
capacity does not have as of the date of determination a spot buying rate for
any such currency.

       

      “Excluded Taxes”
means, with respect to the Administrative Agent, any Lender, the Issuing Bank or
any other recipient of any payment to be made by or on account of any obligation
of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured
by) its net income by the United States of America, or by the jurisdiction under
the laws of which such recipient is organized or in which its principal office
is located or, in the case of any Lender, in which its applicable Lending Office
is located, (b) any branch profits taxes imposed by the United States of America
or any similar tax imposed by any other jurisdiction in which the Borrower is
located and (c) in the case of a Foreign Lender (other than an assignee pursuant
to a request by the Borrower under Section 2.19(b)), any
withholding tax that is imposed on amounts payable to such Foreign Lender at the
time such Foreign Lender becomes a party to this Agreement or is attributable to
such Foreign Lender’s failure to comply with Section 2.17(e),
except to the extent that such Foreign Lender’s assignor (if any) was entitled,
at the time of assignment, to receive additional amounts from the Borrower with
respect to such withholding tax pursuant to Section
2.17(a).

       

      “Existing Credit
Agreement” means the Credit Agreement, dated as of July 22, 2004 (as the
same may have been amended, supplemented or otherwise modified from time to time
through the date hereof), among the Borrower, the banks and other financial
institutions from time to time parties thereto, and Bank of America, as
administrative agent.

       

      “Existing Letters of
Credit” means those letters of credit set forth on Schedule 1.2 hereto,
all of which were issued and outstanding under the Existing Credit Agreement as
of the date hereof (immediately prior to the effectiveness of this Agreement and
the termination of the Existing Credit Agreement).

       

      “Extended Maturity
Date” has the meaning assigned to such term in Section 2.6(a).

       

      “Extension Acceptance
Notice” has the meaning assigned to such term in Section 2.6(a).

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      “Extension Date” has
the meaning assigned to such term in Section
2.6(a).

       

      “Extension Notice” has
the meaning assigned to such term in Section
2.6(a).

       

      “Facility” means any
of (a) the credit facility constituted by the Dollar Commitments and the
extensions of credit thereunder (the “Dollar Facility”),
(b) the credit facility constituted by the Euro Commitments and the extensions
of credit thereunder (the “Euro Facility”), (c)
the credit facility constituted by the Sterling Commitments and the extensions
of credit thereunder (the “Sterling Facility”)
and (d) the credit facility constituted by the Yen Commitments and the
extensions of credit thereunder (the “Yen
Facility”).

       

      “Federal Funds Effective
Rate” means, for any day, the weighted average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers, as published on the next succeeding Business Day by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day that
is a Business Day, the average (rounded upwards, if necessary, to the next 1/100
of 1%) of the quotations for such day for such transactions received by the
Administrative Agent from three Federal funds brokers of recognized standing
selected by it.

       

      “Fee Letters” means
(a) the fee letter dated as March 8, 2010 among the Borrower, Bank of America,
Deutsche Bank AG New York Branch, KeyBank, Citigroup Global Markets Inc., on
behalf of itself and Citi, Banc of America Securities LLC and Deutsche Bank
Securities Inc., (b) the fee letter dated as March 8, 2010 among the Borrower,
Bank of America, and Banc of America Securities LLC, (c) the fee letter dated as
March 8, 2010 among the Borrower, Deutsche Bank AG New York Branch and Deutsche
Bank Securities Inc., (d) the fee letter dated as March 8, 2010 between the
Borrower and Citigroup Global Markets Inc., on behalf of itself and Citi, and
(e) the fee letter dated as March 8, 2010 between the Borrower and KeyBank.

       

      “Financial Officer”
means the chief financial officer, principal accounting officer, treasurer or
assistant treasurer of the Borrower or, as applicable, another Loan
Party.  Any document delivered hereunder that is signed by a Financial
Officer of a Loan Party shall be conclusively presumed to have been authorized
by all necessary corporate, partnership and/or other action on the part of such
Loan Party and such Financial Officer shall be conclusively presumed to have
acted on behalf of such Loan Party.

       

      “Fitch” means Fitch,
Inc.

       

      “Foreign Lender” means
any Lender that is organized under the laws of a jurisdiction other than that in
which the Borrower is located.  For purposes of this definition, the
United States of America, each State thereof and the District of Columbia shall
be deemed to constitute a single jurisdiction.

       

      “Foreign Subsidiary”
means any Subsidiary of the Borrower that is not a Domestic
Subsidiary.

       

      “Fronting Exposure”
means, at any time there is a Defaulting Lender, (a) with respect to the Issuing
Banks, such Defaulting Lender’s Applicable Percentage of the outstanding LC
Exposures other than LC Exposures as to which such Defaulting Lender’s
participation obligation has been reallocated to other Lenders or Cash
Collateralized in accordance with the terms hereof, and (b) with respect to the
Swingline Lender, such Defaulting Lender’s Applicable Percentage of Swingline
Loans other than Swingline Loans as to which such Defaulting Lender’s
participation obligation has been reallocated to other Lenders or Cash
Collateralized in accordance with the terms hereof.

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

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

       

      “GAAP” means generally
accepted accounting principles in the United States of America.

       

      “Governmental
Authority” means any government or nation or any political subdivision
thereof, whether state or local, and any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions
of or pertaining to government.

       

      “Guarantee” of or by
any Person (the “guarantor”) means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness or other obligation of any
other Person (the “primary obligor”) in
any manner, whether directly or indirectly, and including any obligation of the
guarantor, direct or indirect, (a) to purchase or pay (or advance or supply
funds for the purchase or payment of) such Indebtedness or other obligation or
to purchase (or to advance or supply funds for the purchase of) any security for
the payment thereof, (b) to purchase or lease property, securities or services
for the purpose of assuring the owner of such Indebtedness or other obligation
of the payment thereof, (c) to maintain working capital, equity capital or any
other financial statement condition or liquidity of the primary obligor so as to
enable the primary obligor to pay such Indebtedness or other obligation or (d)
as an account party in respect of any letter of credit or letter of guaranty
issued to support such Indebtedness or obligation; provided, that the
term Guarantee shall not include endorsements for collection or deposit in the
ordinary course of business.

       

      “Guarantors” means,
collectively, the Domestic Subsidiaries of the Borrower executing the Guaranty
Agreement on or about the date hereof, and each other Domestic Subsidiary that
shall be required to execute and deliver a joinder pursuant to Section 5.9; provided
that, notwithstanding the foregoing, (a) no Receivables Corporation shall be
required to become a Guarantor and (b) subject to Section 5.9,
BorgWarner Foundation shall not be required to become a Guarantor.

       

      “Guaranty” means the
Guaranty made by the Guarantors in favor of the Administrative Agent and the
Secured Parties, substantially in the form of Exhibit C hereto,
together with each joinder thereto delivered pursuant to Section
5.9.

       

      “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.

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      “Hedge Bank” means any
Person that, at the time it enters into a Hedging Agreement that qualifies as a
Secured Hedge Agreement, is a Lender or an Affiliate of a Lender, in its
capacity as a party to such Hedging Agreement.

       

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

       

      “Indebtedness” of any
Person means, without duplication, (a) all obligations of such Person for
borrowed money or with respect to deposits or advances of any kind, (b) all
obligations of such Person evidenced by bonds, debentures, notes or similar
instruments, (c) all obligations of such Person upon which interest charges are
customarily paid, (d) all obligations of such Person under conditional sale or
other title retention agreements relating to property acquired by such Person,
(e) all obligations of such Person in respect of the deferred purchase price of
property or services (excluding current accounts payable incurred in the
ordinary course of business), (f) all Indebtedness of others secured by (or for
which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien on property owned or acquired by such
Person, whether or not the Indebtedness secured thereby has been assumed, (g)
all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease
Obligations of such Person, (i) all obligations, contingent or otherwise, of
such Person as an account party in respect of letters of credit and letters of
guaranty and (j) all obligations, contingent or otherwise, of such Person in
respect of bankers’ acceptances.  The Indebtedness of any Person shall
include the Indebtedness of any other entity (including any partnership in which
such Person is a general partner) to the extent such Person is liable therefor
as a result of such Person’s ownership interest in or other relationship with
such entity, except to the extent the terms of such Indebtedness provide that
such Person is not liable therefor.

       

      “Indemnified Taxes”
means Taxes other than Excluded Taxes.

       

      “Indentures” means (a)
that certain Indenture, dated as of February 15, 1999, by and between the
Borrower and The First National Bank of Chicago (or its successor), as trustee
and (b) that certain Indenture, dated as of September 23, 1999, by and between
the Borrower and The Bank of New York Mellon Trust Company, N.A., as trustee (as
successor to Chase Manhattan Trust Company, National Association), as each such
Indenture is in effect on the date hereof (including giving effect to all
supplemental indentures entered into on or prior to the date hereof, including
the supplemental indenture entered into with respect to the issuance of the
Convertible Notes).

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      “Index Debt” means (i)
senior, unsecured, long-term indebtedness for borrowed money of the Borrower
that is not guaranteed by any other Person or subject to any other credit
enhancement or (ii) if no indebtedness of the type described in clause (i) is
outstanding, all senior, unsecured, long-term indebtedness of the Borrower (that
is not guaranteed by any other Person or subject to any other credit
enhancement) registered under an effective shelf registration under Rule 415 of
the Securities Act of 1933, as amended.

       

      “Interest Election
Request” means a request by the Borrower to convert or continue a
Revolving Borrowing in accordance with Section
2.8.

       

      “Interest Payment
Date” means (a) with respect to any ABR Loan (including a Swingline
Loan), the last day of each March, June, September and December and (b) with
respect to any Eurocurrency Loan, the last day of the Interest Period applicable
to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency
Borrowing with an Interest Period of more than three months’ duration, each day
prior to the last day of such Interest Period that occurs at intervals of three
months’ duration after the first day of such Interest Period.

       

      “Interest Period”
means, with respect to any Eurocurrency Borrowing, the period commencing on the
date of such Borrowing and ending on the numerically corresponding day in the
calendar month that is one, two, three or six months thereafter, as the Borrower
may elect; provided, that (a) if
any Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless such next
succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the next preceding Business Day and (b) any
Interest Period that commences on the last Business Day of a calendar month (or
on a day for which there is no numerically corresponding day in the last
calendar month of such Interest Period) shall end on the last Business Day of
the last calendar month of such Interest Period.  For purposes hereof,
the date of a Borrowing initially shall be the date on which such Borrowing is
made and, in the case of a Revolving Borrowing, thereafter shall be the
effective date of the most recent conversion or continuation of such
Borrowing.

       

      “IP Rights” has the
meaning specified in Section
3.5(b).

       

      “ISP” means, with
respect to any Letter of Credit, the “International Standby Practices 1998”
published by the Institute of International Banking Law & Practice, Inc. (or
such later version thereof as may be in effect at the time of
issuance).

       

      “Issuer Documents”
means with respect to any Letter of Credit, the Letter of Credit Application,
and any other document, agreement and instrument entered into by the Issuing
Bank and the Borrower or in favor of the Issuing Bank and relating to such
Letter of Credit.

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      “Issuer Maximum LC
Exposure” means (a) with respect to Bank of America as an Issuing Bank,
$35,000,000, (b) with respect to Citi as an Issuing Bank, $17,500,000, (c) with
respect to KeyBank as an Issuing Bank, $17,500,000 and (d) with respect to any
replacement Issuing Bank referred to in the definition of “Issuing Bank” an
amount to be agreed to by the Borrower and such replacement Issuing Bank and
confirmed in writing to the Administrative Agent.

       

      “Issuing Bank” means
each of Bank of America, Citi and KeyBank, or any of their respective
Affiliates, in its respective capacity as the issuer of Letters of Credit
hereunder, and its successors in such capacity as provided herein, including any
Lender appointed by the Borrower, with the consent of the Administrative Agent
and such Lender, by notice to the Lenders as a replacement for any Issuing Bank
that at such time is a Defaulting Lender.  References to the Issuing
Bank herein shall, as the context may indicate (including with respect to any
particular Letter of Credit, LC Credit Extension or LC Disbursement), may mean
the applicable Issuing Bank, each Issuing Bank, any Issuing Bank, or all Issuing
Banks.

       

      “Joint Lead Arrangers”
means Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup
Global Markets Inc. and KeyBank, as joint lead arrangers and joint book managers
for this Agreement.

       

      “KeyBank” means
KeyBank National Association.

       

      “Law” 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, 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.

       

      “LC Advance” means,
with respect to each Lender, such Lender’s funding of its participation in any
LC Borrowing in accordance with its Applicable Percentage.  All LC
Advances shall be denominated in Dollars.

       

      “LC Borrowing” means
an extension of credit resulting from a drawing under any Letter of Credit which
has not been reimbursed on the date when made or refinanced as a
Borrowing.  All LC Borrowings shall be denominated in
Dollars.

       

      “LC Credit Extension”
means, with respect to any Letter of Credit, the issuance thereof or extension
of the expiry date thereof, or the increase of the amount thereof.

       

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

       

      “LC Exposure” means,
as at any date of determination, the aggregate amount available to be drawn
under all outstanding Letters of Credit plus the aggregate of all Unreimbursed
Amounts, including all LC Borrowings.  For purposes of computing the
amount available to be drawn under any Letter of Credit, the amount of such
Letter of Credit shall be determined in accordance with Section
1.7.  For all purposes of this Agreement, if on any date of
determination a Letter of Credit has expired by its terms but any amount may
still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP,
such Letter of Credit shall be deemed to be “outstanding” in the amount so
remaining available to be drawn.  The LC Exposure of (a) any Lender at
any time shall be its Applicable Percentage of the total LC Exposure at such
time, and (b) any particular Issuing Bank, in its capacity as such, at any time
shall mean the LC Exposure allocable to Letters of Credit issued by such Issuing
Bank.

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      “Lenders” means the
Persons listed on Schedule 2.1 and any
other Person that shall have become a party hereto pursuant to an Assignment and
Acceptance, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Acceptance.  Unless the context otherwise
requires, the term “Lenders” includes the Swingline
Lender.   Notwithstanding anything to the contrary contained in
this Agreement or any other Loan Document, each Lender (other than the Swingline
Lender) shall be a Dollar Lender, Euro Lender, Sterling Lender and a Yen
Lender.

       

      “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 a Lender may from time to time notify the Borrower and the Administrative
Agent.

       

      “Letter of Credit”
means any standby letter of credit issued pursuant to this Agreement, and shall
include the Existing Letters of Credit.  Letters of Credit shall be a
subfacility of the Dollar Facility.

       

      “Letter of Credit
Application” means an application and agreement for the issuance or
amendment of a Letter of Credit in the form from time to time in use by the
Issuing Bank.

       

      “Letter of Credit Expiration
Date” means the day that is seven days prior to the Maturity Date then in
effect (or, if such day is not a Business Day, the next preceding Business
Day).

       

      “Leverage Ratio”
means, as at the last day of any period, the ratio of (a) Consolidated Total
Debt on such day to (b) Consolidated EBITDA for such period.

       

      “Lien” means, with
respect to any asset, (a) any mortgage, deed of trust, lien, pledge,
hypothecation, encumbrance, charge or security interest in, on or of such asset,
(b) the interest of a vendor or a lessor under any conditional sale agreement,
capital lease or title retention agreement (or any financing lease having
substantially the same economic effect as any of the foregoing) relating to such
asset and (c) in the case of securities, any purchase option, call or similar
right of a third party with respect to such securities.

       

      “Loan Documents” means
this Agreement, the Guaranty, each joinder or supplement to the Guaranty, each
written Request for Credit Extension, each Issuer Document, each Fee Letter, any
agreement creating or perfecting rights in Cash Collateral pursuant to the
provisions of Section
2.21 of this Agreement, and all other instruments and documents
heretofore or hereafter executed or delivered to or in favor of the
Administrative Agent, any Lender or any Issuing Bank in connection with the
Loans made, Letters of Credit issued and transactions contemplated by this
Agreement.

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      “Loan Parties” means,
collectively, the Borrower and each Guarantor.

       

      “Loans” means the
loans made by the Lenders to the Borrower pursuant to this Agreement, including
Revolving Loans and Swingline Loans.

       

      “Loans to be
Converted” shall have the meaning set forth in Section
9.14(a).

       

      “Mandatory Cost”
means, with respect to any period, the percentage rate per annum determined in
accordance with Schedule
1.1.

       

      “Material Adverse
Effect” means a material adverse effect on (a) the business, assets,
liabilities (actual or  contingent), operations, prospects or
condition, financial or otherwise, of the Borrower and the Subsidiaries taken as
a whole, (b) the ability of the Borrower or any other Loan Party to perform any
of its obligations under any Loan Documents or (c) the rights of or benefits
available to the Lenders under any Loan Document.

       

      “Material
Indebtedness” means any single Indebtedness (other than the Loans and
Letters of Credit), or obligation in respect of one or more Hedging Agreements,
of any one or more of the Borrower and its Subsidiaries in an aggregate
principal amount exceeding $50,000,000.  For purposes of determining
Material Indebtedness, the “principal amount” of the obligations of the Borrower
or any Subsidiary in respect of any Hedging Agreement at any time shall be the
maximum aggregate amount (giving effect to any netting agreements) that the
Borrower or such Subsidiary would be required to pay if such Hedging Agreement
were terminated at such time.

       

      “Maturity Date” means
March 31, 2013, as such date may be extended with respect to any particular
Lender pursuant to Section
2.6.

       

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

       

      “Multiemployer Plan”
means a multiemployer plan as defined in Section 4001(a)(3) of
ERISA.

       

      “Net Cash Proceeds”
means in connection with any issuance or sale of any common equity, the cash
proceeds received from such issuance or incurrence, net of attorneys’ fees,
investment banking fees, accountants’ fees, underwriting discounts and
commissions and other customary fees and expenses actually incurred in
connection therewith.

       

      “Non-Extending
Lenders” has the meaning assigned to such term in Section 2.6(a).

       

      “Notice Date” has the
meaning assigned to such term in Section
2.6(a).

       

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

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      “Other Loan Documents”
has the meaning specified in Section
9.17.

       

      “Other Taxes” means
any and all present or future stamp or documentary taxes or any other excise or
property taxes, charges or similar levies arising from any payment made
hereunder or from the execution, delivery or enforcement of, or otherwise with
respect to, this Agreement or any other Loan Documents.

       

      “Overnight Rate”
means, for any day, (a) with respect to any amount denominated in Dollars, the
greater of (i) the Federal Funds Effective Rate and (ii) an overnight rate
determined by the Administrative Agent, the Issuing Bank, or the Swingline
Lender, as the case may be, in accordance with banking industry rules on
interbank compensation, and (b) with respect to any amount denominated in an
Alternative Currency, the rate of interest per annum at which overnight deposits
in the applicable Alternative Currency, in an amount approximately equal to the
amount with respect to which such rate is being determined, would be offered for
such day by a branch or Affiliate of Bank of America in the applicable offshore
interbank market for such currency to major banks in such interbank
market.

       

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

       

      “Participating Member
State” means any member state of the EMU which has the Euro as its lawful
currency.

       

      “PBGC” means the
Pension Benefit Guaranty Corporation referred to and defined in ERISA and any
successor entity performing similar functions.

       

      “Permitted
Encumbrances” means:

       

      (a)           Liens
for taxes not yet due or which are being contested in good faith by appropriate
proceedings, provided that adequate reserves with respect thereto are maintained
on the books of the Borrower or its Subsidiaries, as the case may be, in
conformity with GAAP (or, in the case of Foreign Subsidiaries, generally
accepted accounting principles in effect from time to time in their respective
jurisdictions of incorporation);

       

      (b)           carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens
imposed by law, arising in the ordinary course of business and securing
obligations that are not overdue by more than 60 days or are being contested in
compliance with Section
5.4;

       

      (c)           pledges
and deposits made in the ordinary course of business in compliance with workers’
compensation, unemployment insurance and other social security laws or
regulations;

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      (d)           deposits
to secure the performance of bids, trade contracts, leases, statutory
obligations, surety and appeal bonds, performance bonds and other obligations of
a like nature, in each case in the ordinary course of business; and

       

      (e)           easements,
zoning restrictions, rights-of-way and similar encumbrances on real property
imposed by law or arising in the ordinary course of business that do not secure
any monetary obligations and do not materially detract from the value of the
affected property or interfere with the ordinary conduct of business of the
Borrower or any Subsidiary;

       

      provided that the
term “Permitted Encumbrances” shall not include any Lien securing
Indebtedness.

      


      “Person” means any
natural person, corporation, limited liability company, trust, joint venture,
association, company, partnership, Governmental Authority or other
entity.

       

      “Plan” means any
employee pension benefit plan (other than a Multiemployer Plan) subject to the
provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of
ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if
such plan were terminated, would under Section 4069 of ERISA be deemed to be) an
“employer” as defined in Section 3(5) of ERISA.

       

      “Platform” has the
meaning specified in Section
5.1.

       

      “Prime Rate” means 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 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.

       

      “Principal Property”
has the meaning specified in the applicable Indenture.

       

      “Public Lender” has
the meaning specified in Section
5.1.

       

      “Rating Agency” has
the meaning specified in the definition of Applicable Rate.

       

      “Receivables
Corporation” means BWA Receivables Corporation, a Delaware corporation
and a wholly-owned Domestic Subsidiary, and each other special purpose vehicle
created solely for the purpose of being the transferee of accounts receivable in
connection with, and the borrower under, a Receivables Facility described and
permitted in subpart (a) of the definition of “Receivables Facility”
herein.

       

       “Receivables Facility”
means (a) receivables financings of the Borrower and its Domestic Subsidiaries,
upon terms and subject to conditions reasonably satisfactory to the Required
Lenders, in an aggregate principal amount not to exceed $200,000,000 at any time
outstanding; and (b) receivables financings of Foreign Subsidiaries of the
Borrower solely for receivables generated and held outside the U.S., upon terms
and subject to conditions reasonably satisfactory to the Required Lenders, in an
aggregate principal amount not to exceed $200,000,000 at any time outstanding;
provided that in no event shall the aggregate principal amount at any time
outstanding of all receivables facilities permitted under clauses (a) and (b)
exceed $300,000,000.

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      “Register” has the
meaning set forth in Section
9.4.

       

      “Related Parties”
means, with respect to any specified Person, such Person’s Affiliates and the
respective partners, directors, officers, employees, agents and advisors of such
Person and such Person’s Affiliates.  With respect to each Lender
(other than the Administrative Agent) and for the purpose of Section 9.3, it is
hereby understood that such Lender’s “agents” (as such term is used in the
preceding sentence) shall not include the Administrative Agent or agents of the
Administrative Agent.

       

      “Request for Credit
Extension” means (a) with respect to a Borrowing, conversion or
continuation of Revolving Loans, a Borrowing Request, (b) with respect to an LC
Credit Extension, a Letter of Credit Application, and (c) with respect to a
Swingline Loan, a written notice in accordance with Section
2.4(c).

       

      “Required Lenders”
means, at any time, Lenders having Dollar Commitments representing more than 50%
of the total Dollar Commitments at such time; provided that, for
purposes of declaring the Loans to be due and payable pursuant to Section 7.2, and for
all purposes after the Loans become due and payable pursuant to Section 7.2 or the
Dollar Commitments expire or terminate, “Required Lenders”
shall mean Lenders having Revolving Credit Exposures representing more than 50%
of the total Revolving Credit Exposures; provided that for
purposes of this definition the Revolving Credit Exposure of each Lender shall
be adjusted up or down so as to give effect to any participations purchased or
sold pursuant to Section
9.14.

       

      “Responsible Officer”
means the chief executive officer, president, or any Financial Officer of any
Loan Party, and solely for purposes of the delivery of incumbency certificates
pursuant to Section
4.1, the secretary or any assistant secretary of a Loan
Party.  Any document delivered hereunder that is signed by a
Responsible Officer of a Loan Party shall be conclusively presumed to have been
authorized by all necessary corporate, partnership and/or other action on the
part of such Loan Party and such Responsible Officer shall be conclusively
presumed to have acted on behalf of such Loan Party.

       

      “Revaluation Date”
means, with respect to any Loan, each of the following:  (a) each date
of a Borrowing of a Eurocurrency Rate Loan denominated in an Alternative
Currency, (b) each date of a continuation of a Eurocurrency Rate Loan
denominated in an Alternative Currency pursuant to Section 2.8, and (c)
such additional dates as the Administrative Agent shall determine or the
Required Lenders shall require.

       

      “Revolving Borrowing”
means a borrowing consisting of Revolving Loans of the same Type and under the
same Facility, made, converted or continued on the same date and, in the case of
Eurocurrency Loans, as to which a single Interest Period is in
effect.

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      “Revolving Credit
Exposure” means, with respect to any Lender at any time, the Dollar
Amount of the sum of the outstanding principal amount of such Lender’s Revolving
Loans and its LC Exposure and Swingline Exposure at such time.

       

      “Revolving Facility”
means any of the Dollar Facility, the Euro Facility, the Sterling Facility or
the Yen Facility.

       

      “Revolving Loan” means
a Loan made pursuant to Section
2.3.

       

      “Same Day Funds” means
(a) with respect to disbursements and payments in Dollars, immediately available
funds, and (b) with respect to disbursements and payments in an Alternative
Currency, same day or other funds as may be determined by the Administrative
Agent, to be customary in the place of disbursement or payment for the
settlement of international banking transactions in the relevant Alternative
Currency.

       

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

       

      “Secured Cash Management
Agreement” means any Cash Management Agreement that is entered into by
and between any Loan Party and any Cash Management Bank.

       

      “Secured Hedge
Agreement” means any Hedge Agreement that is entered into by and between
any Loan Party and any Hedge Bank, provided that (i) such Hedge Agreement is (or
was) entered into by such Person in the ordinary course of business for the
purpose of directly mitigating risks associated with fluctuations in interest
rates or foreign exchange rates and (ii) such Hedge Agreement does not contain
any provision exonerating the non-defaulting party from its obligation to make
payments on outstanding transactions to the defaulting party.

       

       “Secured Parties”
means, collectively, the Administrative Agent, the Lenders, the Issuing Bank,
the Hedge Banks, the Cash Management Banks, and any other Person to whom
Obligations are owing that are or are purported to be guarantied under the terms
of the Guaranty.

       

      “Statutory Reserve
Rate” 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 Board of Governors of the Federal Reserve System
of the United States for determining the maximum reserve requirement (including
any emergency, supplemental or other marginal reserve requirement) with respect
to Eurocurrency funding (currently referred to as “Eurocurrency
liabilities”).  The Eurocurrency Rate for each outstanding
Eurocurrency Rate Loan shall be adjusted automatically as of the effective date
of any change in the Statutory Reserve Percentage.

       

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

       

      “Sterling Commitment”
means, with respect to each Lender, the commitment of such Lender to make
Sterling Revolving Loans, as such commitment may be (a) reduced from time to
time pursuant to Section 2.9 or (b)
reduced or increased from time to time pursuant to assignments by or to such
Lender pursuant to Section 9.4.  The initial amount of each Lender’s
Sterling Commitment is set forth on Schedule 2.1, or in
the Assignment and Acceptance pursuant to which such Lender shall have assumed
its Sterling Commitment, as applicable. The Sterling Commitment is a part of,
but not in addition to, each Lender’s Dollar Commitment.

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

      “Sterling Facility”
shall have the meaning set forth in the definition of “Facility”.  The
Sterling Facility shall be a subfacility of the Dollar Facility.

       

      “Sterling Lender”
means each Lender holding a Sterling Commitment.

       

      “Sterling Revolving
Loan” mean a Revolving Loan made pursuant to Section 2.1(c).

       

      “subsidiary” means,
with respect to any Person (the “parent”) at any date,
any corporation, limited liability company, partnership, association or other
entity the accounts of which would be consolidated with those of the parent in
the parent’s consolidated financial statements if such financial statements were
prepared in accordance with GAAP as of such date, as well as any other
corporation, limited liability company, partnership, association or other entity
(a) of which securities or other ownership interests representing more than 50%
of the equity or more than 50% of the ordinary voting power or, in the case of a
partnership, more than 50% of the general partnership interests are, as of such
date, owned, controlled or held, or (b) that is, as of such date, otherwise
Controlled, by the parent or one or more subsidiaries of the parent or by the
parent and one or more subsidiaries of the parent.

       

      “Subsidiary” means any
subsidiary of the Borrower.

       

      “Swingline Borrowing”
means a borrowing of a Swingline Loan.

       

      “Swingline Exposure”
means, at any time, the aggregate principal amount of all Swingline Loans
outstanding at such time.  The Swingline Exposure of any Lender at any
time shall be its Applicable Percentage of the total Swingline Exposure at such
time.

       

      “Swingline Lender”
means Bank of America, in its capacity as lender of Swingline Loans hereunder,
and its successors in such capacity as provided herein.

       

      “Swingline Loan” means
a Loan made pursuant to Section
2.4.  Swingline Loans shall be a subfacility of the Dollar
Facility.

       

       “TARGET Day” means any
day on which the Trans-European Automated Real-time Gross Settlement Express
Transfer (TARGET) payment system (or if such payment system ceases to be
operative, such other payment system (if any) determined by the Administrative
Agent to be a suitable replacement) is open for the settlement of payments in
Euro.

       

      “Taxes” means any and
all present or future taxes, levies, imposts, duties, deductions, charges or
withholdings imposed by any Governmental Authority.

       

      “Transactions” means
the execution, delivery and performance by the Borrower and the Guarantors of
this Agreement and the other Loan Documents, the borrowing of Loans, the use of
the proceeds thereof and the issuance of Letters of Credit
hereunder.

      
        
          
          

        

        
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      “Type”, when used in
reference to any Loan or Borrowing, refers to whether the rate of interest on
such Loan, or on the Loans comprising such Borrowing, is determined by reference
to the Adjusted Eurocurrency Rate or the Alternate Base Rate.

       

      “Unreimbursed Amount”
has the meaning specified in Section
2.5(c)(i).

       

      “Withdrawal Liability”
means liability to a Multiemployer Plan as a result of a complete or partial
withdrawal from such Multiemployer Plan, as such terms are defined in Part I of
Subtitle E of Title IV of ERISA.

       

      “Yen” and “¥” means the lawful
currency of Japan.

       

      “Yen Commitment”
means, with respect to each Lender, the commitment of such Lender to make Yen
Revolving Loans, as such commitment may be (a) reduced from time to time
pursuant to Section
2.9 or (b) reduced or increased from time to time pursuant to assignments
by or to such Lender pursuant to Section
9.4.  The initial amount of each Lender’s Yen Commitment is set
forth on Schedule
2.1, or in the Assignment and Acceptance pursuant to which such Lender
shall have assumed its Yen Commitment, as applicable.  The Yen
Commitment is a part of, but not in addition to, each Lender’s Dollar
Commitment.

       

      “Yen Facility” shall
have the meaning set forth in the definition of “Facility”.  The Yen
Facility shall be a subfacility of the Dollar Facility.

       

      “Yen Lender” means
each Lender holding a Yen Commitment.

       

      “Yen Revolving Loan”
means a Revolving Loan made pursuant to Section
2.1(d).

       

      SECTION
1.2 Classification of Loans and
Borrowings.  For purposes of this Agreement and each other Loan
Document, Loans may be classified and referred to by Class (e.g., a “Dollar Revolving
Loan”) or by Type (e.g., a “Eurocurrency Loan”)
or by Class and Type (e.g., a “Dollar Eurocurrency
Revolving Loan”).  Borrowings also may be classified and
referred to by Class (e.g., a “Dollar Revolving
Borrowing”) or by Type (e.g., a “Eurocurrency
Borrowing”) or by Class and Type (e.g., a “Dollar Eurocurrency
Revolving Borrowing”).

       

      SECTION
1.3 Terms
Generally.  The definitions of terms herein shall apply equally
to the singular and plural forms of the terms defined.  Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms.  The words “include”, “includes” and
“including” shall be deemed to be followed by the phrase “without
limitation”.  The word “will” shall be construed to have the same
meaning and effect as the word “shall”.  Unless the context requires
otherwise (a) any definition of or reference to any agreement, instrument or
other document herein shall be construed as referring to such agreement,
instrument or other document as from time to time amended, supplemented or
otherwise modified (subject to any restrictions on such amendments, supplements
or modifications set forth herein or in any other Loan Document), (b) any
reference herein to any Person shall be construed to include such Person’s
successors and assigns, (c) the words “hereto”, “herein”, “hereof” and
“hereunder”, and words of similar import, shall be construed to refer to this
Agreement and each other Loan Document in its entirety and not to any particular
provision hereof, (d) all references herein or in any other Loan Document to
Articles, Sections, Exhibits and Schedules shall be construed to refer to
Articles and Sections of, and Exhibits and Schedules to, the Loan Document in
which such references appear and (e) the words “asset” and “property” shall be
construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.

      
        
          
          

        

        
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      SECTION
1.4 Accounting Terms;
GAAP.  Except as otherwise expressly provided herein, all terms
of an accounting or financial nature shall be construed in accordance with GAAP,
as in effect from time to time; provided that, if the
Borrower notifies the Administrative Agent that the Borrower requests an
amendment to any provision hereof or of any other Loan Document to eliminate the
effect of any change occurring after the date hereof in GAAP or in the
application thereof on the operation of such provision (or if the Administrative
Agent notifies the Borrower that the Required Lenders request an amendment to
any provision hereof for such purpose), regardless of whether any such notice is
given before or after such change in GAAP or in the application thereof, then
such provision shall be interpreted on the basis of GAAP as in effect and
applied immediately before such change shall have become effective until such
notice shall have been withdrawn or such provision amended in accordance
herewith.

       

      SECTION
1.5 Change of
Currency.

       

      (a) Each
obligation of the Borrower to make a payment denominated in the national
currency unit of any member state of the European Union that adopts the Euro as
its lawful currency after the date hereof shall be redenominated into Euro at
the time of such adoption (in accordance with the EMU
Legislation).  If, in relation to the currency of any such member
state, the basis of accrual of interest expressed in this Agreement in respect
of that currency shall be inconsistent with any convention or practice in the
London interbank market for the basis of accrual of interest in respect of the
Euro, such expressed basis shall be replaced by such convention or practice with
effect from the date on which such member state adopts the Euro as its lawful
currency; provided that if any
Borrowing in the currency of such member state is outstanding immediately prior
to such date, such replacement shall take effect, with respect to such
Borrowing, at the end of the then current Interest Period.

       

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

       

      (c) Each
provision of this Agreement also shall be subject to such reasonable changes of
construction as the Administrative Agent may from time to time specify after
consultation with (but without the consent of) the Borrower, to be appropriate
to reflect a change in currency of any other country and any relevant market
conventions or practices relating to the change in currency.

       

      SECTION
1.6 Exchange Rates; Currency
Equivalents.

       

      (a) The
Administrative Agent or the Issuing Bank, as applicable, shall determine the
Exchange Rates as of each Revaluation Date to be used for calculating Dollar
Amounts of Borrowings and outstanding amounts of Loans denominated in
Alternative Currencies.  Such Exchange Rates shall become effective as
of such Revaluation Date and shall be the Exchange Rates employed in converting
any amounts between the applicable currencies until the next Revaluation Date to
occur.  Except for purposes of financial statements delivered by Loan
Parties hereunder or calculating financial covenants hereunder or except as
otherwise provided herein, the applicable amount of any currency (other than
Dollars) for purposes of the Loan Documents shall be such Dollar Amount as so
determined by the Administrative Agent or the Issuing Bank, as
applicable.

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

       

      (b) Wherever
in this Agreement in connection with a Borrowing, conversion, continuation or
prepayment of a Eurocurrency Rate Loan an amount, such as a required minimum or
multiple amount, is expressed in Dollars, but such Borrowing or Eurocurrency
Rate Loan is denominated in an Alternative Currency, such amount shall be the
relevant Alternative Currency Equivalent of such Dollar amount (rounded to the
nearest unit of such Alternative Currency, with 0.5 of a unit being rounded
upward), as determined by the Administrative Agent or the Issuing Bank, as the
case may be.

       

      SECTION
1.7 Letter of Credit
Amounts.  Unless otherwise specified herein, the amount of a
Letter of Credit at any time shall be deemed to be the stated amount of such
Letter of Credit in effect at such time; provided, however, that with
respect to any Letter of Credit that, by its terms or the terms of any Issuer
Document related thereto, provides for one or more automatic increases in the
stated amount thereof, the amount of such Letter of Credit shall be deemed to be
the maximum stated amount of such Letter of Credit after giving effect to all
such increases, whether or not such maximum stated amount is in effect at such
time.

       

       

      ARTICLE
II

       

       

      THE
CREDITS

       

      SECTION
2.1 Commitments.

       

      (a) Subject
to the terms and conditions set forth herein, each Dollar Lender agrees to make
Revolving Loans to the Borrower denominated in Dollars (each such Loan, a “Dollar Revolving
Loan”) from time to time during the Availability Period in an aggregate
principal amount that will not result in (i) such Lender’s Revolving Credit
Exposure under the Dollar Commitments exceeding such Lender’s Dollar Commitment
or (ii) the total Revolving Credit Exposures exceeding the total
Commitments.  Within the foregoing limits and subject to the terms and
conditions set forth herein, the Borrower may borrow, prepay and reborrow Dollar
Revolving Loans.

       

      (b) Subject
to the terms and conditions set forth herein, each Euro Lender agrees to make
Revolving Loans to the Borrower denominated in Euros (each such Loan, a “Euro Revolving Loan”)
from time to time during the Availability Period in an aggregate principal
amount that will not result in (i) the Dollar Amount of such Lender’s Euro
Revolving Loans exceeding such Lender’s Euro Commitment, (ii) the total
Revolving Credit Exposures exceeding the total Dollar Commitments or (iii) the
Dollar Amount of Euro Revolving Loans exceeding the applicable Alternative
Currency Sublimit.  Within the foregoing limits and subject to the
terms and conditions set forth herein, the Borrower may borrow, prepay and
reborrow Euro Revolving Loans.

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

       

      (c) Subject
to the terms and conditions set forth herein, each Sterling Lender agrees to
make Revolving Loans to the Borrower denominated in Sterling (each such Loan, a
“Sterling Revolving
Loan”) from time to time during the Availability Period in an aggregate
principal amount that will not result in (i) the Dollar Amount of such Lender’s
Sterling Revolving Loans exceeding such Lender’s Sterling Commitment, (ii) the
total Revolving Credit Exposures exceeding the total Dollar Commitments or (iii)
the Dollar Amount of Sterling Revolving Loans exceeding the applicable
Alternative Currency Sublimit.  Within the foregoing limits and
subject to the terms and conditions set forth herein, the Borrower may borrow,
prepay and reborrow Sterling Revolving Loans.

       

      (d) Subject
to the terms and conditions set forth herein, each Yen Lender agrees to make
Revolving Loans to the Borrower denominated in Yen (each such loan, a “Yen Revolving Loan”)
from time to time during the Availability Period in an aggregate principal
amount that will not result in (i) the Dollar Amount of such Lender’s Yen
Revolving Loans exceeding such Lender’s Yen Commitment, (ii) the total Revolving
Credit Exposures exceeding the total Dollar Commitments or (iii) the Dollar
Amount of Yen Revolving Loans exceeding the applicable Alternative Currency
Sublimit.  Within the foregoing limits and subject to the terms and
conditions set forth herein, the Borrower may borrow, prepay and reborrow Yen
Revolving Loans.

       

      (e) Notwithstanding
any other provision of this Agreement to the contrary:

       

      (i) The
Lenders shall not be required to make any Revolving Loans or Swingline Loans
hereunder or issue any Letter of Credit if, after giving effect thereto, the
Revolving Credit Exposure of any Dollar Lender would exceed such Dollar Lender’s
Dollar Commitment (unless such Dollar Lender consents thereto); and

       

      (ii) At the
election of the Borrower and the Administrative Agent, Dollar Revolving Loans
shall be made on the ratable basis of Available Dollar Commitments (rather than
on the basis of Dollar Commitments) of the Dollar Lenders in the event that the
Dollar Lenders have disproportionate commitments to the Euro Facility, the
Sterling Facility or the Yen Facility.  In such event the
Administrative Agent may also advise the Lenders of changes as it may determine
in the borrowing and payment provisions herein in order to provide maximum
availability of the Dollar Commitments to the Borrower and generally ratable
treatment of the Lenders.

       

      SECTION
2.2 Loans and
Borrowings.

       

      (a) Each
Revolving Loan under a Facility shall be made as part of a Borrowing consisting
of Revolving Loans made by the Lenders ratably in accordance with their
respective Commitments under such Facility, subject to Section
2.1(e).  The failure of any Lender to make any Loan required to
be made by it shall not relieve any other Lender of its obligations hereunder;
provided that
the Commitments of the Lenders are several and not joint, and no Lender shall be
responsible for any other Lender’s failure to make Loans as
required.

      
        
          
          

        

        
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      (b) Subject
to Section
2.14, (i) each Revolving Borrowing of Dollar Revolving Loans shall be
comprised entirely of ABR Loans or Eurocurrency Loans as the Borrower may
request in accordance herewith, (ii) each Revolving Borrowing of Euro Revolving
Loans, Sterling Revolving Loans or Yen Revolving Loans shall comprised entirely
of Eurocurrency Loans and (iii) each Swingline Loan shall be an ABR
Loan.  Each Lender at its option may make any Eurocurrency Loan by
causing any domestic or foreign branch or Affiliate of such Lender to make such
Loan; provided
that any exercise of such option shall not affect the obligation of the Borrower
to repay such Loan in accordance with the terms of this Agreement.

       

      (c) At the
commencement of each Interest Period for any Eurocurrency Revolving Borrowing,
such Borrowing shall be in an aggregate amount that is an integral multiple of
$1,000,000 and not less than $5,000,000 (or comparable amounts determined by the
Administrative Agent in the case of Alternative Currency).  At the
time that each ABR Revolving Borrowing is made, such Borrowing shall be in an
aggregate amount that is an integral multiple of $1,000,000 and not less than
$5,000,000; provided that an ABR
Revolving Dollar Borrowing may be in an aggregate amount that is equal to the
entire unused balance of the total Dollar Commitments or that is required to
finance the reimbursement of an LC Disbursement as contemplated by Section
2.5(c).  Each Swingline Loan shall be in an amount that is an
integral multiple of $100,000 and not less than
$500,000.  Notwithstanding anything herein to the contrary, any
borrowing of Revolving Loans to be used solely to pay the aggregate amount of
Swingline Loans then outstanding may be in the aggregate principal amount of
such Swingline Loans.  Borrowings of more than one Type and Class may
be outstanding at the same time; provided that there
shall not at any time be more than a total of 15 Eurocurrency Revolving
Borrowings outstanding.

       

      (d) Notwithstanding
any other provision of this Agreement, the Borrower shall not be entitled to
request, or to elect to convert or continue, any Borrowing if the Interest
Period requested with respect thereto would end after the Maturity
Date.

       

      SECTION
2.3 Requests for Revolving
Borrowings.  To request a Revolving Borrowing, the Borrower
shall notify the Administrative Agent of such request by telephone (a) in the
case of a Eurocurrency Borrowing denominated in Dollars, not later than 11:00
a.m., New York City time, three Business Days before the date of the proposed
Borrowing, (b) in the case of a Eurocurrency Borrowing denominated in an
Alternative Currency, not later than 11:00 a.m., New York City time, four
Business Days before the date of the proposed Borrowing and (c) in the case of
an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of
the proposed Borrowing; provided that any
such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC
Disbursement as contemplated by Section 2.5(c) may be
given not later than 1:00 p.m., New York City time, on the date of the proposed
Borrowing.  Each such telephonic Borrowing Request shall be
irrevocable and shall be confirmed promptly by hand delivery or telecopy (or
transmitted by electronic communication, if arrangements for doing so have been
approved by the Administrative Agent) to the Administrative Agent of a written
Borrowing Request in a form approved by the Administrative Agent and signed by
the Borrower.  Each such telephonic and written Borrowing Request
shall specify the following information in compliance with Section
2.2:

      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

       

      (i) the
aggregate amount of the requested Borrowing;

       

      (ii) the date
of such Borrowing, which shall be a Business Day;

       

      (iii) whether
such Borrowing is to be an ABR Borrowing or a Eurocurrency
Borrowing;

       

      (iv) the
currency in which such Borrowing is to be denominated and the Facility under
which such Borrowing is to be made;

       

      (v) in the
case of a Eurocurrency Borrowing, the initial Interest Period to be applicable
thereto, which shall be a period contemplated by the definition of the term
“Interest Period”; and

       

      (vi) the
location and number of the Borrower’s account to which funds are to be
disbursed, which shall comply with the requirements of Section
2.7.

       

      If no
election as to the Type of Revolving Borrowing is specified, then the requested
Revolving Borrowing shall be an ABR Borrowing.  If no Interest Period
is specified with respect to any requested Eurocurrency Revolving Borrowing,
then the Borrower shall be deemed to have selected an Interest Period of one
month’s duration.  If no currency or Facility is specified, the
requested Borrowing shall be in Dollars under the Dollar
Facility.  Promptly following receipt of a Borrowing Request in
accordance with this Section, the Administrative Agent shall advise each Lender
of the details thereof and of the amount of such Lender’s Loan to be made as
part of the requested Borrowing.  In making any determination of the
Dollar Amount for purposes of calculating the amount of Loans to be borrowed
from the respective Lenders on any date, the Administrative Agent shall act in
accordance with Section
1.6.

      


      SECTION
2.4 Swingline
Loans.

       

      (a) Subject
to the terms and conditions set forth herein, the Swingline Lender, in reliance
upon the agreements of the other Lenders set forth in this Section 2.4, shall
make Swingline Loans to the Borrower from time to time during the Availability
Period, in an aggregate principal amount at any time outstanding that will not
result in (i) the aggregate principal amount of outstanding Swingline Loans
exceeding $50,000,000 or (ii) the total Revolving Credit Exposures exceeding the
total Dollar Commitments.  Within the foregoing limits and subject to
the terms and conditions set forth herein, the Borrower may borrow, prepay and
reborrow Swingline Loans.

       

      (b) All
Swingline Loans shall be made and maintained as ABR Loans and shall not be
entitled to be converted into Eurocurrency Loans.  To request a
Swingline Loan, the Borrower shall notify the Administrative Agent of such
request by telephone (confirmed by telecopy or by electronic communication (if
arrangements for doing so have been approved by the Administrative Agent)), not
later than 12:00 noon, New York, New York time, on the day of a proposed
Swingline Loan.  Each such notice shall be irrevocable and shall
specify the requested date (which shall be a Business Day) and the amount of the
requested Swingline Loan, which shall be in a minimum amount of
$100,000.  The Administrative Agent will promptly advise the Swingline
Lender of any such notice received from the Borrower.  The Swingline
Lender shall make each Swingline Loan available to the Borrower by means of a
credit to the general deposit account of the Borrower designated by the Borrower
(or, in the case of a Swingline Loan made to finance the reimbursement of an LC
Disbursement, by remittance to the Issuing Bank) by 3:00 p.m., New York City
time, on the requested date of such Swingline Loan.

      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

       

      (c) The
Swingline Lender may, in its sole discretion by written notice given to the
Administrative Agent not later than 10:00 a.m., New York City time, on any
Business Day, require the Lenders to acquire irrevocable and unconditional pro rata
participations on such Business Day in all or a portion of the Swingline Loans
outstanding.  Such notice shall specify the aggregate amount of
Swingline Loans in which Lenders will participate.  In addition, upon
the occurrence of any of the events described in paragraph (h), (i) or (j) of
Section 7.1,
each Lender shall automatically acquire a participation in all of the Swingline
Loans then outstanding.  Promptly upon receipt of such notice or the
occurrence of any event described in paragraph (h), (i) or (j) of Section 7.1, the
Administrative Agent will give notice thereof to each Lender, specifying in such
notice such Lender’s Applicable Percentage of such Swingline Loan or
Loans.  Each Lender hereby absolutely and unconditionally agrees, upon
receipt of notice as provided above, to pay to the Administrative Agent for the
account of the Swingline Lender, such Lender’s Applicable Percentage of such
Swingline Loan or Loans (and the Administrative Agent may apply Cash Collateral
available with respect to the applicable Swingline Loan).  Each Lender
acknowledges and agrees that its obligation to acquire participations in
Swingline Loans pursuant to this paragraph is absolute and unconditional and
shall not be affected by any circumstance whatsoever, including the occurrence
and continuance of a Default or reduction or termination of the Commitments, and
that each such payment shall be made without any offset, abatement, withholding
or reduction whatsoever.  Each Lender shall comply with its obligation
under this paragraph by wire transfer of immediately available funds, in the
same manner as provided in Section 2.7 with
respect to Loans made by such Lender (and Section 2.7 shall
apply, mutatis
mutandis, to the payment obligations of the Lenders), and the
Administrative Agent shall promptly pay to the Swingline Lender the amounts so
received by it from the Lenders.  The Administrative Agent shall
notify the Borrower of any participations in any Swingline Loan acquired
pursuant to this paragraph, and thereafter payments in respect of such Swingline
Loan shall be made to the Administrative Agent and not to the Swingline
Lender.  Any amounts received by the Swingline Lender from the
Borrower (or other party on behalf of the Borrower) in respect of a Swingline
Loan after receipt by the Swingline Lender of the proceeds of a sale of
participations therein shall be promptly remitted to the Administrative Agent;
any such amounts received by the Administrative Agent shall be promptly remitted
by the Administrative Agent to the Lenders that shall have made their payments
pursuant to this paragraph and to the Swingline Lender, as their interests may
appear.  The purchase of participations in a Swingline Loan pursuant
to this paragraph shall not relieve the Borrower of any default in the payment
thereof.  The obligations of the Lenders under this clause shall
survive the payment in full of the Obligations and the termination of this
Agreement.

       

      SECTION
2.5 Letters of
Credit.

       

      (a) The Letter of Credit
Commitment.

       

      (i) Subject
to the terms and conditions set forth herein, (A) each Issuing Bank agrees, in
reliance upon the agreements of the Lenders set forth in this Section 2.5, (1) from
time to time on any Business Day during the period from the Effective Date until
the Letter of Credit Expiration Date, to issue Letters of Credit denominated in
Dollars for the account of the Borrower, and to amend or
extend  Letters of Credit previously issued by it, in accordance with
subsection (b) below, and (2) to honor drawings under the Letters of Credit; and
(B) the Lenders severally agree to participate in Letters of Credit issued for
the account of the Borrower and any drawings thereunder; provided that after
giving effect to any LC Credit Extension with respect to any Letter of Credit,
(w) the total Revolving Credit Exposures shall not exceed the total Dollar
Commitments, (x) the Revolving Credit Exposure of any Lender shall not exceed
such Lender’s Dollar Commitments, (y) the LC Exposure of the Issuing Bank of all
Letters of Credit shall not exceed its Issuer Maximum LC Exposure, and (z) the
LC Exposure shall not exceed $70,000,000.  Each request by the
Borrower for the issuance or amendment of a Letter of Credit shall be deemed to
be a representation by the Borrower that the LC Credit Extension so requested
complies with the conditions set forth in the proviso to the preceding
sentence.  Within the foregoing limits, and subject to the terms and
conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be
fully revolving, and accordingly the Borrower may, during the foregoing period,
obtain Letters of Credit to replace Letters of Credit that have expired or that
have been drawn upon and reimbursed.  All Existing Letters of Credit
shall be deemed to have been issued pursuant hereto, and from and after the date
hereof and the effectiveness of this Agreement shall be subject to and governed
by the terms and conditions hereof.

      
        
          
          

        

        
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      (ii) No
Issuing Bank shall issue any Letter of Credit, if:

       

      (A) the
expiry date of the requested Letter of Credit would occur more than twelve
months after the date of issuance or last extension, unless the Required Lenders
have approved such expiry date; or

       

      (B) the
expiry date of the requested Letter of Credit would occur after the Letter of
Credit Expiration Date, unless all the Lenders have approved such expiry
date.

       

      (iii) No
Issuing Bank shall be under any obligation to issue any Letter of Credit
if:

       

      (A) any
order, judgment or decree of any Governmental Authority or arbitrator shall by
its terms purport to enjoin or restrain such Issuing Bank from issuing the
Letter of Credit, or any law applicable to such Issuing Bank or any request or
directive (whether or not having the force of law) from any Governmental
Authority with jurisdiction over such Issuing Bank shall prohibit, or request
that such Issuing Bank refrain from, the issuance of letters of credit generally
or the Letter of Credit in particular or shall impose upon such Issuing Bank
with respect to the Letter of Credit any restriction, reserve or capital
requirement (for which such Issuing Bank is not otherwise compensated hereunder)
not in effect on the Closing Date, or shall impose upon such Issuing Bank any
unreimbursed loss, cost or expense which was not applicable on the Closing Date
and which such Issuing Bank in good faith deems material to it;

      
        
          
          

        

        
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      (B) the
issuance of the Letter of Credit would violate one or more policies of such
Issuing Bank applicable to letters of credit generally;

       

      (C) except as
otherwise agreed by the Administrative Agent and such Issuing Bank, the Letter
of Credit is in an initial stated amount less than $500,000;

       

      (D) except as
otherwise agreed by the Administrative Agent and such Issuing Bank, the Letter
of Credit is to be denominated in a currency other than Dollars;

       

      (E) the
Letter of Credit contains any provisions for automatic reinstatement of the
stated amount after any drawing thereunder;

       

      (F) any
Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank
has entered into arrangements, including the delivery of Cash Collateral,
satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or
such Lender to eliminate the Issuing Bank’s actual or potential Fronting
Exposure (after giving effect to Section 2.22(a)(iv))
with respect to the Defaulting Lender arising from either the Letter of Credit
then proposed to be issued or that Letter of Credit and all other LC Exposures
as to which the Issuing Bank has actual or potential Fronting Exposure, as it
may elect in its sole discretion.

       

      (iv) No
Issuing Bank shall amend any Letter of Credit if such Issuing Bank would not be
permitted at such time to issue the Letter of Credit in its amended form under
the terms hereof.

       

      (v) No
Issuing Bank shall be under any obligation to amend any Letter of Credit if (A)
such Issuing Bank would have no obligation at such time to issue the Letter of
Credit in its amended form under the terms hereof, or (B) the beneficiary of the
Letter of Credit does not accept the proposed amendment to the Letter of
Credit.

       

      (vi) Each
Issuing Bank shall act on behalf of the Lenders with respect to any Letters of
Credit issued by it and the documents associated therewith, and each Issuing
Bank shall have all of the benefits and immunities (A) provided to the
Administrative Agent in Article VIII with
respect to any acts taken or omissions suffered by the Issuing Bank in
connection with Letters of Credit issued by it or proposed to be issued by it
and Issuer Documents pertaining to such Letters of Credit as fully as if the
term “Administrative Agent” as used in Article IX included
the Issuing Banks with respect to such acts or omissions, and (B) as
additionally provided herein with respect to the Issuing Banks.

      
        
          
          

        

        
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      (b) Procedures for Issuance and
Amendment of Letters of Credit.

       

      (i) Each
Letter of Credit shall be issued or amended, as the case may be, upon the
request of the Borrower delivered to an Issuing Bank (with a copy to the
Administrative Agent) in the form of a Letter of Credit Application,
appropriately completed and signed by a Financial Officer of the
Borrower.  Such Letter of Credit Application must be received by the
Issuing Bank and the Administrative Agent not later than 11:00 a.m., New York
City time, at least two Business Days (or such later date and time as the
Administrative Agent and the Issuing Bank may agree in a particular instance in
their sole discretion) prior to the proposed issuance date or date of amendment,
as the case may be.  In the case of a request for an initial issuance
of a Letter of Credit, such Letter of Credit Application shall specify in form
and detail satisfactory to the Issuing Bank: (A) the proposed issuance date of
the requested Letter of Credit (which shall be a Business Day); (B) the amount
thereof; (C) the expiry date thereof; (D) the name and address of the
beneficiary thereof; (E) the documents to be presented by such beneficiary in
case of any drawing thereunder; (F) the full text of any certificate to be
presented by such beneficiary in case of any drawing thereunder; (G) the purpose
and nature of the requested Letter of Credit; and (H) such other matters as the
Issuing Bank may require.  In the case of a request for an amendment
of any outstanding Letter of Credit, such Letter of Credit Application shall
specify in form and detail satisfactory to the Issuing Bank (A) the Letter of
Credit to be amended; (B) the proposed date of amendment thereof (which shall be
a Business Day); (C) the nature of the proposed amendment; and (D) such other
matters as the Issuing Bank may require.  Additionally, the Borrower
shall furnish to the Issuing Bank and the Administrative Agent such other
documents and information pertaining to such requested Letter of Credit issuance
or amendment, including any Issuer Documents, as the Issuing Bank or the
Administrative Agent may require.

       

      (ii) Promptly
after receipt of any Letter of Credit Application, the Issuing Bank will confirm
with the Administrative Agent (by telephone or in writing) that the
Administrative Agent has received a copy of such Letter of Credit Application
from the Borrower and, if not, the Issuing Bank will provide the Administrative
Agent with a copy thereof.  Unless the Issuing Bank has received
written notice from any Lender, the Administrative Agent or any Loan Party, at
least one Business Day prior to the requested date of issuance or amendment of
the applicable Letter of Credit, that one or more applicable conditions
contained in Article
IV shall not then be satisfied, then, subject to the terms and conditions
hereof, the Issuing Bank shall, on the requested date, issue a Letter of Credit
for the account of the Borrower or enter into the applicable amendment, as the
case may be, in each case in accordance with the Issuing Bank’s usual and
customary business practices.  Immediately upon the issuance of each
Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the Issuing Bank a risk participation
in such Letter of Credit in an amount equal to the product of such Lender’s
Applicable Percentage times the amount of
such Letter of Credit.

      
        
          
          

        

        
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      (iii) Promptly
after its delivery of any Letter of Credit or any amendment to a Letter of
Credit to an advising bank with respect thereto or to the beneficiary thereof,
the Issuing Bank will also deliver to the Borrower and the Administrative Agent
a true and complete copy of such Letter of Credit or amendment.

       

      (c) Drawings and Reimbursements;
Funding of Participations.

       

      (i) Upon
receipt from the beneficiary of any Letter of Credit of any notice of a drawing
under such Letter of Credit, the Issuing Bank shall notify the Borrower and the
Administrative Agent thereof.  Not later than 11:00 a.m., New York
City time, on the date of any payment by the Issuing Bank under a Letter of
Credit (each such date, an “Honor Date”), the
Borrower shall reimburse the Issuing Bank through the Administrative
Agent  in an amount equal to the amount of such drawing.  If
the Borrower fails to so reimburse the Issuing Bank by such time, the
Administrative Agent shall promptly notify each Lender of the Honor Date, the
amount of the unreimbursed drawing (the “Unreimbursed
Amount”), and the amount of such Lender’s Applicable Percentage
thereof.  In such event, the Borrower shall be deemed to have
requested a Borrowing of ABR Loans to be disbursed on the Honor Date in an
amount equal to the Unreimbursed Amount, without regard to the minimum and
multiples specified in Section 2.2 for the
principal amount of ABR Loans, but subject to the amount of the unutilized
portion of the total Dollar Commitments and the conditions set forth in Section 4.2
(other than the delivery of a Borrowing Request).  Any notice given by
the Issuing Bank or the Administrative Agent pursuant to this Section 2.5(c)(i) may
be given by telephone if immediately confirmed in writing; provided that the
lack of such an immediate confirmation shall not affect the conclusiveness or
binding effect of such notice.

       

      (ii) Each
Lender shall upon any notice pursuant to Section 2.5(c)(i)
make funds available (and the Administrative Agent may apply Cash Collateral
provided for this purpose) for the account of the Issuing Bank at the
Administrative Agent’s Office in an amount equal to its Applicable Percentage of
the Unreimbursed Amount not later than 1:00 p.m., New York City time, on the
Business Day specified in such notice by the Administrative Agent, whereupon,
subject to the provisions of Section 2.5(c)(iii),
each Lender that so makes funds available shall be deemed to have made a ABR
Loan to the Borrower in such amount.  The Administrative Agent shall
remit the funds so received to the Issuing Bank.

       

      (iii) With
respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing
of ABR Loans because the conditions set forth in Section 4.2 cannot be
satisfied or for any other reason, the Borrower shall be deemed to have incurred
from the Issuing Bank an LC Borrowing in the amount of the Unreimbursed Amount
that is not so refinanced, which LC Borrowing shall be due and payable on demand
(together with interest) and shall bear interest at the Default
Rate.  In such event, each Lender’s payment to the Administrative
Agent for the account of the Issuing Bank pursuant to Section 2.5(c)(ii)
shall be deemed payment in respect of its participation in such LC Borrowing and
shall constitute an LC Advance from such Lender in satisfaction of its
participation obligation under this Section
2.5.

      
        
          
          

        

        
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      (iv) Until
each Lender funds its Loan or LC Advance pursuant to this Section 2.5(c) to
reimburse the Issuing Bank for any amount drawn under any Letter of Credit,
interest in respect of such Lender’s Applicable Percentage of such amount shall
be solely for the account of the Issuing Bank.

       

      (v) Each
Lender’s obligation to make Loans or LC Advances to reimburse the Issuing Bank
for amounts drawn under Letters of Credit, as contemplated by this Section 2.5(c), shall
be absolute and unconditional and shall not be affected by any circumstance,
including (A) any setoff, counterclaim, recoupment, defense or other right which
such Lender may have against the Issuing Bank, the Borrower or any other Person
for any reason whatsoever; (B) the occurrence or continuance of a Default, or
(C) any other occurrence, event or condition, whether or not similar to any of
the foregoing; provided, however, that each
Lender’s obligation to make Loans pursuant to this Section 2.5(c) is
subject to the conditions set forth in Section 4.2 (other
than delivery by the Borrower of a Borrowing Request).  No such making
of an LC Advance shall relieve or otherwise impair the obligation of the
Borrower to reimburse the Issuing Bank for the amount of any payment made by the
Issuing Bank under any Letter of Credit, together with interest as provided
herein.

       

      (vi) If any
Lender fails to make available to the Administrative Agent for the account of
the Issuing Bank any amount required to be paid by such Lender pursuant to the
foregoing provisions of this Section 2.5(c) by the
time specified in Section 2.5(c)(ii),
then, without limiting the other provisions of this Agreement, the Issuing Bank
shall be entitled to recover from such Lender (acting through the Administrative
Agent), on demand, such amount with interest thereon for the period from the
date such payment is required to the date on which such payment is immediately
available to the Issuing Bank at a rate per annum equal to the greater of the
Federal Funds Effective Rate and a rate determined by the Issuing Bank in
accordance with banking industry rules on interbank compensation, plus any
administrative, processing or similar fees customarily charged by the Issuing
Bank in connection with the foregoing.  If such Lender pays such
amount (with interest and fees as aforesaid), the amount so paid shall
constitute such Lender’s Loan included in the relevant Borrowing or LC Advance
in respect of the relevant LC Borrowing, as the case may be.  A
certificate of the Issuing Bank submitted to any Lender (through the
Administrative Agent) with respect to any amounts owing under this Section 2.5(c)(vi)
shall be conclusive absent manifest error.

       

      (d) Repayment of
Participations.

       

      (i) At any
time after the Issuing Bank has made a payment under any Letter of Credit and
has received from any Lender such Lender’s LC Advance in respect of such payment
in accordance with Section 2.5(c), if
the Administrative Agent receives for the account of the Issuing Bank any
payment in respect of the related Unreimbursed Amount or interest thereon
(whether directly from the Borrower or otherwise, including proceeds of Cash
Collateral applied thereto by the Administrative Agent), the Administrative
Agent will distribute to such Lender its Applicable Percentage thereof in the
same funds as those received by the Administrative Agent.

      
        
          
          

        

        
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      (ii) If any
payment received by the Administrative Agent for the account of the Issuing Bank
pursuant to Section
2.5(c)(i) is required to be returned under any of the circumstances
described in Section
9.16 (including pursuant to any settlement entered into by the Issuing
Bank in its discretion), each Lender shall pay to the Administrative Agent for
the account of the Issuing Bank its Applicable Percentage thereof on demand of
the Administrative Agent, plus interest thereon from the date of such demand to
the date such amount is returned by such Lender, at a rate per annum equal to
the Federal Funds Rate from time to time in effect.  The obligations
of the Lenders under this clause shall survive the payment in full of the
Obligations and the termination of this Agreement.

       

      (e) Obligations
Absolute.  The obligation of the Borrower to reimburse the
Issuing Bank for each drawing under each Letter of Credit and to repay each LC
Borrowing shall be absolute, unconditional and irrevocable, and shall be paid
strictly in accordance with the terms of this Agreement under all circumstances,
including the following:

       

      (i) any lack
of validity or enforceability of such Letter of Credit, this Agreement, or any
other Loan Document;

       

      (ii) the
existence of any claim, counterclaim, setoff, defense or other right that the
Borrower or any Subsidiary may have at any time against any beneficiary or any
transferee of such Letter of Credit (or any Person for whom any such beneficiary
or any such transferee may be acting), the Issuing Bank or any other Person,
whether in connection with this Agreement, the transactions contemplated hereby
or by such Letter of Credit or any agreement or instrument relating thereto, or
any unrelated transaction;

       

      (iii) any
draft, demand, certificate or other document presented under such Letter of
Credit proving to be forged, fraudulent, invalid or insufficient in any respect
or any statement therein being untrue or inaccurate in any respect; or any loss
or delay in the transmission or otherwise of any document required in order to
make a drawing under such Letter of Credit;

       

      (iv) any
payment by the Issuing Bank under such Letter of Credit against presentation of
a draft or certificate that does not strictly comply with the terms of such
Letter of Credit; or any payment made by the Issuing Bank under such Letter of
Credit to any Person purporting to be a trustee in bankruptcy,
debtor-in-possession, assignee for the benefit of creditors, liquidator,
receiver or other representative of or successor to any beneficiary or any
transferee of such Letter of Credit, including any arising in connection with
any proceeding under any bankruptcy or other debtor relief law; or

      
        
          
          

        

        
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      (v) any other
circumstance or happening whatsoever, whether or not similar to any of the
foregoing, including any other circumstance that might otherwise constitute a
defense available to, or a discharge of, the Borrower or any of its
Subsidiaries.

       

      The
Borrower shall promptly examine a copy of each Letter of Credit and each
amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with the Borrower’s instructions or other irregularity, the
Borrower will immediately notify the Issuing Bank.  The Borrower shall
be conclusively deemed to have waived any such claim against the Issuing Bank
and its correspondents unless such notice is given as aforesaid.

      


      (f) Role of Issuing
Bank.  Each Lender and the Borrower agree that, in paying any
drawing under a Letter of Credit, the Issuing Bank shall not have any
responsibility to obtain any document (other than any sight draft, certificates
and documents expressly required by the Letter of Credit) or to ascertain or
inquire as to the validity or accuracy of any such document or the authority of
the Person executing or delivering any such document.  None of the
Issuing Bank, the Administrative Agent, any of their respective Related Parties
nor any correspondent, participant or assignee of the Issuing Bank shall be
liable to any Lender for (i) any action taken or omitted in connection herewith
at the request or with the approval of the Lenders or the Required Lenders, as
applicable; (ii) any action taken or omitted in the absence of gross negligence
or willful misconduct; or (iii) the due execution, effectiveness, validity or
enforceability of any document or instrument related to any Letter of Credit or
Issuer Document.  The Borrower hereby assumes all risks of the acts or
omissions of any beneficiary or transferee with respect to its use of any Letter
of Credit; provided, however, that this
assumption is not intended to, and shall not, preclude the Borrower’s pursuing
such rights and remedies as it may have against the beneficiary or transferee at
law or under any other agreement.  None of the Issuing Bank, the
Administrative Agent, any of their respective Related Parties nor any
correspondent, participant or assignee of the Issuing Bank shall be liable or
responsible for any of the matters described in clauses (i) through (v) of Section 2.5(e); provided, however, that
anything in such clauses to the contrary notwithstanding, the Borrower may have
a claim against the Issuing Bank, and the Issuing Bank may be liable to the
Borrower, to the extent, but only to the extent, of any direct, as opposed to
consequential or exemplary, damages suffered by the Borrower which the Borrower
proves were caused by the Issuing Bank’s willful misconduct or gross negligence
or the Issuing Bank’s willful failure to pay under any Letter of Credit after
the presentation to it by the beneficiary of a sight draft and certificate(s)
strictly complying with the terms and conditions of a Letter of
Credit.  In furtherance and not in limitation of the foregoing, the
Issuing Bank may accept documents that appear on their face to be in order,
without responsibility for further investigation, regardless of any notice or
information to the contrary, and the Issuing Bank shall not be responsible for
the validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason.

       

      (g) Applicability of
ISP.  Unless otherwise expressly agreed by the Issuing Bank and
the Borrower when a Letter of Credit is issued (including any such agreement
applicable to an Existing Letter of Credit), the rules of the ISP shall apply to
each Letter of Credit.

      
        
          
          

        

        
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      (h) Conflict with Issuer
Documents.  In the event of any conflict between the terms
hereof and the terms of any Issuer Document, the terms hereof shall
control.

       

      (i) Reporting of Letter of
Credit Information.  At any time that there is more than one
Issuing Bank, then on (i) the last Business Day of each calendar month, and (ii)
each date that an LC Credit Extension occurs with respect to any Letter of
Credit, each Issuing Bank (or, in the case of part (ii), the applicable Issuing
Bank) shall deliver to the Administrative Agent a report setting forth in form
and detail reasonably satisfactory to the Administrative Agent information with
respect to each Letter of Credit issued by such Issuing Bank that is outstanding
hereunder.

       

      SECTION
2.6 Extension of Maturity
Date.

       

      (a) The
Borrower may, by written notice to the Administrative Agent (such notice being
an “Extension
Notice”) given at any time, from time to time but in any event, no later
than 45 days prior to the Maturity Date then in effect (the date of such notice,
the “Notice
Date”), request the Lenders to extend the then applicable Maturity Date
to a date specified in the Extension Notice (the “Extended Maturity
Date”).  The Administrative Agent shall promptly transmit any
Extension Notice to each Lender.  Each Lender shall notify the
Administrative Agent whether it wishes to extend the then applicable Maturity
Date no later than twenty days after the Notice Date, and any such notice given
by a Lender to the Administrative Agent, once given, shall be irrevocable as to
such Lender.  The Administrative Agent shall promptly notify the
Borrower of each Lender’s notice that it wishes to extend (each, an “Extension Acceptance
Notice”).  Any Lender which does not expressly notify the
Administrative Agent during such twenty day period that it wishes to so extend
the then applicable Maturity Date shall be deemed to have rejected the
Borrower’s request for extension of such Maturity Date.  Lenders
consenting to extend the then applicable Maturity Date are hereinafter referred
to as “Continuing
Lenders”, and Lenders declining to consent to extend such Maturity Date
(or Lenders deemed to have so declined) are hereinafter referred to as “Non-Extending
Lenders”.  If the Required Lenders have elected (in their sole
and absolute discretion) to so extend the Maturity Date, the Administrative
Agent shall notify the Borrower of such election by such Required Lenders no
later than five days after the date when Extension Acceptance Notices are due,
and effective on the date of such notice by the Administrative Agent to the
Borrower (the “Extension Date”), the
Maturity Date shall be automatically and immediately so extended to the Extended
Maturity Date.  No extension will be permitted hereunder without the
consent of the Required Lenders and in no event shall the period from the
Extension Date to the Extended Maturity Date exceed five years.  Upon
the delivery of an Extension Notice and upon the extension of the Maturity Date
pursuant to this Section 2.6, the
Borrower shall be deemed to have represented and warranted on and as of the
Notice Date and the Extension Date, as the case may be, that no Default or Event
of Default has occurred and is continuing.  Notwithstanding anything
contained in this Agreement to the contrary, no Lender shall have any obligation
to extend the Maturity Date, and each Lender may at its option, unconditionally
and without cause, decline to extend the Maturity Date.

       

      (b) If the
Maturity Date shall have been extended in accordance with Section 2.6(a),
all references herein to the “Maturity Date” shall refer to the Extended
Maturity Date.

      
        
          
          

        

        
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      (c) If any
Lender shall determine not to extend the Maturity Date as requested by any
Extension Notice given by the Borrower pursuant to Section 2.6(a), the
Commitments of such Lender and its participation obligations under Sections 2.4(c)
(except in respect of then outstanding Swingline Loans) and 2.5(c) (except in
respect of unreimbursed drawings under Letters of Credit existing on the
Maturity Date) shall terminate on the Maturity Date without giving any effect to
such proposed extension, and the Borrower shall on such date pay to the
Administrative Agent, for the account of such Lender, the principal amount of,
and accrued interest on, such Lender’s Loans, together with any fees or other
amounts owing to such Lender under this Agreement; provided that if the
Borrower has replaced such Non-Extending Lender pursuant to Section 2.6(d) below,
then the provisions of Section 2.6(d) shall
apply.  The total Commitments under each Revolving Facility shall be
reduced by the amount of the Commitment of such Non-Extending Lender under such
Revolving Facility to the extent the Commitment of such Non-Extending Lender
under such Revolving Facility has not been transferred to one or more Continuing
Lenders pursuant to Section 2.6(d)
below.

       

      (d) A
Non-Extending Lender shall be obligated, at the request of the Borrower and
subject to payment by the Borrower to the Administrative Agent for the account
of such Non-Extending Lender of the principal amount of, and accrued interest
on, such Lender’s Loans, together with any fees or other amounts owing to such
Lender under this Agreement, to transfer without recourse, representation or
warranty (other than good title to its Loans), Extending Lender, at any time
prior to the Maturity Date applicable to such Non-Extending Lender, all of its
rights and obligations hereunder to another financial institution or group of
financial institutions nominated by the Borrower and willing to participate in
the Commitments in the place of such Non-Extending Lender; provided that, if
such transferee is not a Lender, such transferee(s) satisfies all the
requirements of this Agreement and the Administrative Agent shall have consented
to such transfer, which consent shall not be unreasonably
withheld.  Each such transferee shall become a Continuing Lender
hereunder in replacement of the Non-Extending Lender, with the Maturity Date
applicable to such Continuing Lender’s Commitments being the Extended Maturity
Date, and shall enjoy all rights and assume all obligations on the part of the
Lenders set forth in this Agreement.  Simultaneously with such
transfer, each such transferee shall execute and deliver to the Administrative
Agent a written agreement assuming all obligations of the Lenders set forth in
this Agreement, which agreement shall be reasonably satisfactory in form and
substance to the Administrative Agent.

       

      (e) If the
Maturity Date shall have been extended in respect of the Continuing Lenders in
accordance with Section 2.6(a) any
notice of borrowing pursuant to Section 2.3 or 2.4 specifying a
borrowing date occurring after the Maturity Date applicable to a Non-Extending
Lender or requesting an Interest Period extending beyond such date (a) shall
have no effect in respect of such Non-Extending Lender and (b) shall not specify
a requested aggregate principal amount exceeding the total applicable
Commitments.

       

      SECTION
2.7 Funding of
Borrowings.

       

      (a) Each
Lender shall make each Loan to be made by it hereunder on the proposed date
thereof by wire transfer of Same Day Funds by 2:00 p.m., New York City time, in
the case of any Loan denominated in Dollars, and by the Applicable Time
specified by the Administrative Agent, in the case of any Loan denominated in an
Alternative Currency, to the account of the Administrative Agent most recently
designated by it for such purpose by notice to the Lenders; provided that
Swingline Loans shall be made as provided in Section
2.4.  The Administrative Agent will make such Loans available
to the Borrower by promptly crediting the amounts so received, in like funds, to
an account of the Borrower designated by the Borrower in the applicable
Borrowing Request; provided that ABR
Revolving Loans made to finance the reimbursement of an LC Disbursement as
provided in Section
2.5(c) shall be remitted by the Administrative Agent to the Issuing
Bank.

      
        
          
          

        

        
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      (b) Unless
the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing that such Lender will not make available to the
Administrative Agent such Lender’s share of such Borrowing, the Administrative
Agent may assume that such Lender has made such share available on such date in
accordance with paragraph (a) of this Section and may, in reliance upon such
assumption, make available to the Borrower a corresponding amount.  In
such event, if a Lender has not in fact made its share of the applicable
Borrowing available to the Administrative Agent in Same Day Funds, then the
applicable Lender and the Borrower severally agree to pay to the Administrative
Agent forthwith on demand such corresponding amount with interest thereon, for
each day from and including the date such amount is made available to the
Borrower to but excluding the date of payment to the Administrative Agent, in
Same Day Funds at (i) in the case of such Lender, the applicable Overnight Rate
from time to time in effect, plus any administrative, processing or similar fees
customarily charged by the Administrative Agent in connection with the
foregoing, and (ii) in the case of the Borrower, the interest rate on the
applicable Borrowing.  If the Borrower and such Lender shall pay such
interest to the Administrative Agent for the same or an overlapping period, the
Administrative Agent shall promptly remit to the Borrower the amount of such
interest paid by the Borrower for such period.  If such Lender pays
such amount to the Administrative Agent, then such amount shall constitute such
Lender’s Loan included in such Borrowing.

       

      SECTION
2.8 Interest
Elections.

       

      (a) Each
Revolving Borrowing denominated in Dollars initially shall be of the Type and
under the Facility specified in the applicable Borrowing Request and, in the
case of a Eurocurrency Revolving Borrowing, shall have an initial Interest
Period as specified in such Borrowing Request.  Thereafter, the
Borrower may elect to convert such Borrowing to a different Type or to continue
such Borrowing and, in the case of a Eurocurrency Revolving Borrowing, may elect
Interest Periods therefor, all as provided in this Section.  The
Borrower may elect different options with respect to different portions of the
affected Borrowing, in which case each such portion shall be allocated ratably
among the Lenders holding the Loans comprising such Borrowing, and the Loans
comprising each such portion shall be considered a separate
Borrowing.  This Section shall not apply to Swingline Borrowings,
which may not be converted or continued.

       

      (b) Each
Revolving Borrowing denominated in an Alternative Currency shall have an initial
Interest Period as specified in the applicable Borrowing
Request.  Thereafter, the Borrower may elect to continue such
Borrowing and may elect Interest Periods thereafter, all as provided in this
Section.  The Borrower may elect different Interest Periods with
respect to different portions of the affected Borrowing, in which case such
portion shall be allocated ratably among the Lenders holding the Loans
comprising such Borrowing, and the Loans comprising each such portion shall be
considered a separate Borrowing.

      
        
          
          

        

        
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      (c) To make
an election pursuant to this Section, the Borrower shall notify the
Administrative Agent of such election by telephone or by electronic
communication (if arrangements for doing so have been approved by the
Administrative Agent) by the time that a Borrowing Request would be required
under Section
2.3 if the Borrower were requesting a Revolving Borrowing of the Type
resulting from such election to be made on the effective date of such
election.  Each such telephonic Interest Election Request shall be
irrevocable and shall be confirmed promptly by hand delivery or telecopy or by
electronic communication (if arrangements for doing so have been approved by the
Administrative Agent) to the Administrative Agent of a written Interest Election
Request in a form approved by the Administrative Agent and signed by the
Borrower.

       

      (d) Each
telephonic and written Interest Election Request shall specify the following
information in compliance with Section
2.2:

       

      (i) the
Borrowing to which such Interest Election Request applies and, if different
options are being elected with respect to different portions thereof, the
portions thereof to be allocated to each resulting Borrowing (in which case the
information to be specified pursuant to clauses (iii) and (iv) below shall be
specified for each resulting Borrowing);

       

      (ii) the
effective date of the election made pursuant to such Interest Election Request,
which shall be a Business Day;

       

      (iii) in the
case of Borrowings denominated in Dollars, whether the resulting Borrowing is to
be an ABR Borrowing or a Eurocurrency Borrowing; and

       

      (iv) if the
resulting Borrowing is a Eurocurrency Borrowing, the Interest Period to be
applicable thereto after giving effect to such election, which shall be a period
contemplated by the definition of the term “Interest Period”.

       

      If any
such Interest Election Request requests a Eurocurrency Borrowing but does not
specify an Interest Period, then the Borrower shall be deemed to have selected
an Interest Period of one month’s duration.

      


      (e) Promptly
following receipt of an Interest Election Request, the Administrative Agent
shall advise each applicable Lender of the details thereof and of such Lender’s
portion of each resulting Borrowing.

       

      (f) If the
Borrower fails to deliver a timely Interest Election Request with respect to a
Eurocurrency Revolving Borrowing prior to the end of the Interest Period
applicable thereto, then, unless such Borrowing is repaid as provided herein, at
the end of such Interest Period (i) such Borrowing shall be converted to an ABR
Borrowing if it is denominated in Dollars or (ii) such Borrowing shall be
continued as such for an Interest Period of one month if it is denominated in an
Alternative Currency.  Notwithstanding any contrary provision hereof,
if an Event of Default has occurred and is continuing and the Administrative
Agent, at the request of the Required Lenders, so notifies the Borrower, then,
so long as an Event of Default is continuing (i) no outstanding Revolving
Borrowing denominated in Dollars may be converted to or continued as a
Eurocurrency Borrowing, (ii) unless repaid, each Eurocurrency Revolving
Borrowing denominated in Dollars shall be converted to an ABR Borrowing at the
end of the Interest Period applicable thereto and (iii) each Eurocurrency
Revolving Borrowing denominated in an Alternative Currency may be continued as
such for an Interest Period of one month.

      
        
          
          

        

        
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      SECTION
2.9 Termination and Reduction of
Commitments.

       

      (a) Unless
previously terminated, the Commitments shall terminate on the Maturity
Date.

       

      (b) The
Borrower may at any time terminate, or from time to time reduce, the Dollar
Commitments; provided that (i)
each reduction of the Dollar Commitments shall be in an amount that is an
integral multiple of $1,000,000 and not less than $10,000,000 and (ii) the
Borrower shall not terminate or reduce the Dollar Commitments if, (A) after
giving effect to any concurrent prepayment of the Loans, the Revolving Credit
Exposures would exceed the total Commitments or (B) the Dollar Commitments as so
reduced would be less than the aggregate Euro Commitments, Sterling Commitments
or Yen Commitments.

       

      (c) The
Borrower may at any time terminate, or from time to time reduce, the Euro
Commitments; provided that (i)
each reduction of the Euro Commitments shall be in an amount that is an integral
multiple of $1,000,000 and not less than $10,000,000 and (ii) the Borrower shall
not terminate or reduce the Euro Commitments if, after giving effect to any
concurrent prepayment of the Loans, the Dollar Amount of the aggregate principal
amount of outstanding Euro Revolving Loans would exceed the total Euro
Commitments.

       

      (d) The
Borrower may at any time terminate, or from time to time reduce, the Sterling
Commitments; provided that (i)
each reduction of the Sterling Commitments shall be in an amount that is an
integral multiple of $1,000,000 and not less than $10,000,000 and (ii) the
Borrower shall not terminate or reduce the Sterling Commitments if, after giving
effect to any concurrent prepayment of the Loans, the Dollar Amount of the
aggregate principal amount of outstanding Sterling Revolving Loans would exceed
the total Sterling Commitments.

       

      (e) The
Borrower may at any time terminate, or from time to time reduce, the Yen
Commitments; provided that (i)
each reduction of the Yen Commitments shall be in an amount that is an integral
multiple of $1,000,000 and not less than $10,000,000 and (ii) the Borrower shall
not terminate or reduce the Yen Commitments if, after giving effect to any
concurrent prepayment of the Loans, the Dollar Amount of the aggregate principal
amount of outstanding Yen Revolving Loans would exceed the total Yen
Commitments.

       

      (f) The
Borrower shall notify the Administrative Agent of any election to terminate or
reduce the Commitments under paragraph (b), (c), (d) or (e) of this Section at
least three Business Days prior to the effective date of such termination or
reduction, specifying such election and the effective date
thereof.  Promptly following receipt of any notice, the Administrative
Agent shall advise the applicable Lenders of the contents
thereof.  Each notice delivered by the Borrower pursuant to this
Section shall be irrevocable; provided that a
notice of termination of any Commitments delivered by the Borrower may state
that such notice is conditioned upon the effectiveness of other credit
facilities, in which case such notice may be revoked by the Borrower (by notice
to the Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied.  Any termination or reduction of the
Commitments shall be permanent.  Each reduction of any Commitments
shall be made ratably among the applicable Lenders in accordance with their
respective applicable Commitments.

      
        
          
          

        

        
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      SECTION
2.10 Repayment of Loans; Evidence
of Debt.

       

      (a) The
Borrower hereby unconditionally promises to pay (i) to the Administrative Agent
for the account of each Lender the then unpaid principal amount of each
Revolving Loan on the Maturity Date and (ii) to the Swingline Lender the then
unpaid principal amount of each Swingline Loan on the earlier to occur of (x)
the date ten Business Days after such Swingline Loan is made and (y) the
Maturity Date.

       

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

       

      (c) The
Administrative Agent shall maintain accounts in which it shall record (i) the
amount of each Loan made hereunder, the Class, Type and Facility thereof and the
Interest Period applicable thereto, (ii) the amount of any principal or interest
due and payable or to become due and payable from the Borrower to each Lender
hereunder and (iii) the amount of any sum received by the Administrative Agent
hereunder for the account of the Lenders and each Lender’s share
thereof.

       

      (d) The
entries made in the accounts maintained pursuant to paragraph (b) or (c) of this
Section shall be prima
facie evidence of the existence and amounts of the obligations recorded
therein; provided that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of the Borrower
to repay the Loans and other Obligations in accordance with the terms of this
Agreement.

       

      (e) Any
Lender may request that Loans made by it be evidenced by a promissory
note.  In such event, the Borrower shall prepare, execute and deliver
to such Lender a promissory note payable to the order of such Lender (or, if
requested by such Lender, to such Lender and its registered assigns) and in a
form approved by the Administrative Agent.  Thereafter, the Loans
evidenced by such promissory note and interest thereon shall at all times
(including after assignment pursuant to Section 9.4) be
represented by one or more promissory notes in such form payable to the order of
the payee named therein (or, if such promissory note is a registered note, to
such payee and its registered assigns).

       

      SECTION
2.11 Prepayment of
Loans.

       

      (a) The
Borrower shall have the right at any time and from time to time to prepay any
Borrowing in whole or in part, subject to prior notice in accordance with
paragraph (b) of this Section.

       

      (b) The
Borrower shall notify the Administrative Agent (and, in the case of prepayment
of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy
or by electronic communication (if arrangements for doing so have been approved
by the Administrative Agent, and in the case of a prepayment of a Swingline
Loan, the Swingline Lender)) of any prepayment hereunder (i) in the case of
prepayment of a Eurocurrency Revolving Borrowing denominated in Dollars, not
later than 11:00 a.m., New York City time, three Business Days before the date
of prepayment, (ii) in the case of prepayment of a Eurocurrency Revolving
Borrowing denominated in Alternative Currency, not later than 11:00 a.m., New
York City time, four Business Days before the date of prepayment,
(iii)  in the case of prepayment of an ABR Revolving Borrowing, not
later than 11:00 a.m., New York City time, one Business Day before the date of
prepayment or (iv) in the case of prepayment of a Swingline Loan, not later than
12:00 noon, New York City time, on the date of prepayment.  Each such
notice shall be irrevocable and shall specify the prepayment date and the
principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a
notice of prepayment is given in connection with a conditional notice of
termination of any Commitments as contemplated by Section 2.9, then
such notice of prepayment may be revoked if such notice of termination is
revoked in accordance with Section
2.9.  Promptly following receipt of any such notice relating to
a Revolving Borrowing, the Administrative Agent shall advise the applicable
Lenders of the contents thereof.  Each partial prepayment of any
Revolving Borrowing shall be in an amount that would be permitted in the case of
an advance of a Revolving Borrowing of the same Type as provided in Section
2.2.  Each prepayment of a Revolving Borrowing shall be applied
ratably to the Loans included in the prepaid Borrowing.  Prepayments
shall be accompanied by accrued interest to the extent required by Section 2.13,
together with any additional amounts required pursuant to Section
2.16.  Subject to Section 2.22, each
such prepayment shall be applied to the applicable Loans of the applicable
Lenders in accordance with their respective Applicable Percentages.

      
        
          
          

        

        
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      (c) If on the
last day of any fiscal quarter of the Borrower,

       

      (i) solely as
a result of currency fluctuation, the total Revolving Credit Exposures exceeds
the total Dollar Commitments then in effect by more than 5%, or

       

      (ii) for any
reason other than currency fluctuation,  the total Revolving Credit
Exposures exceeds the total Dollar Commitments then in effect,

       

      then the
Borrower shall upon learning thereof, or upon the request of the Administrative
Agent, immediately prepay Revolving Loans and LC Borrowings, cancel or reduce
Letters of Credit and/or Cash Collateralize the LC Exposures (other than the LC
Borrowings), in an aggregate principal amount at least equal to the amount of
such excess.

       

      (d) If on the
last day of any fiscal quarter of the Borrower for any reason the Dollar Amount
of the aggregate principal amount of outstanding Euro Revolving Loans exceeds
the total Euro Commitments then in effect by more than 5%, the Borrower shall
upon learning thereof, or upon request of the Administrative Agent, immediately
prepay Euro Revolving Loans in an aggregate principal amount at least equal to
the amount of such excess.

       

      (e) If on the
last day of any fiscal quarter of the Borrower for any reason the Dollar Amount
of the aggregate principal amount of outstanding Sterling Revolving Loans
exceeds the total Sterling Commitments then in effect by more than 5%, the
Borrower shall upon learning thereof, or upon request of the Administrative
Agent, immediately prepay Sterling Revolving Loans in an aggregate principal
amount at least equal to the amount of such excess.

       

      (f) If on the
last day of any fiscal quarter of the Borrower for any reason the Dollar Amount
of the aggregate principal amount of outstanding Yen Revolving Loans exceeds the
total Yen Commitments then in effect by more than 5%, the Borrower shall upon
learning thereof, or upon request of the Administrative Agent, immediately
prepay Yen Revolving Loans in an aggregate principal amount at least equal to
the amount of such excess.

      
        
          
          

        

        
          46

          
            

          

        

        
          
          

        

      

       

      (g) The
Borrower will implement and maintain internal controls to monitor the Borrowings
and repayments, with the object of preventing any request for a Borrowing that
would cause conditions specified in the first sentences of Sections 2.1(a),
(b), (c) and (d) and 2.4(a) and the
proviso to the first sentence of Section 2.5(a) not to
be satisfied.

       

      (h) The
Administrative Agent shall not be obligated to calculate the Dollar Amount of
any Alternative Currency more frequently than monthly but may do so from time to
time in its sole discretion.

       

      SECTION
2.12 Fees.

       

      (a) The
Borrower agrees to pay to the Administrative Agent for the account of each
Lender, subject to adjustment as provided in Section 2.22, a
facility fee, which shall accrue at the Applicable Rate on the daily amount of
the Dollar Commitment of such Lender (whether used or unused) during the period
from and including the Effective Date to but excluding the date on which such
Dollar Commitment terminates; provided that, if
such Lender continues to have any Revolving Credit Exposure after its Dollar
Commitment terminates, then such facility fee shall continue to accrue on the
daily amount of such Lender’s Revolving Credit Exposure from and including the
date on which its Dollar Commitment terminates to but excluding the date on
which such Lender ceases to have any Revolving Credit
Exposure.  Accrued facility fees shall be payable in arrears on the
last day of March, June, September and December of each year and on the date on
which the Dollar Commitments terminate, commencing on the first such date to
occur after the date hereof; provided that any
facility fees accruing after the date on which the Dollar Commitments terminate
shall be payable on demand.  All facility fees shall be computed on
the basis of a year of 360 days and shall be payable for the actual number of
days elapsed (including the first day but excluding the last day).

       

      (b) The
Borrower agrees to pay (i) to the Administrative Agent for the account of each
Lender a participation fee with respect to its participations in Letters of
Credit, which shall accrue at a rate per annum equal to the Applicable Rate
applicable to interest on Eurocurrency Revolving Loans on the average daily
amount of such Lender’s LC Exposure (excluding any portion thereof attributable
to unreimbursed LC Disbursements) during the period from and including the
Effective Date to but excluding the later of the date on which such Lender’s
Commitment terminates and the date on which such Lender ceases to have any LC
Exposure, provided that any
such participation fee otherwise payable for the account of a Defaulting Lender
with respect to any Letter of Credit as to which such Defaulting Lender has not
provided Cash Collateral satisfactory to the Issuing Bank pursuant to Section 2.5 shall be
payable, to the maximum extent permitted by applicable Law, to the other Lenders
in accordance with the upward adjustments in their respective Applicable
Percentages allocable to such Letter of Credit pursuant to Section 2.22(a)(iv),
with the balance of such fee, if any, payable to the Issuing Bank for its own
account, and (ii) to the Issuing Bank a fronting fee, which shall accrue at a
rate agreed upon in the applicable Fee Letter between the Issuing Bank and the
Borrower on the average daily amount of the LC Exposure (excluding any portion
thereof attributable to unreimbursed LC Disbursements) during the period from
and including the Effective Date to but excluding the later of the date of
termination of the Commitments and the date on which there ceases to be any LC
Exposure, as well as the Issuing Bank’s standard fees with respect to the
issuance, amendment, renewal or extension of any Letter of Credit or processing
of drawings thereunder.  Participation fees and fronting fees accrued
through and including the last day of March, June, September and December of
each year shall be payable on the third Business Day following such last day,
commencing on the first such date to occur after the Effective Date; provided that all
such fees shall be payable on the date on which the Commitments terminate and
any such fees accruing after the date on which the Commitments terminate shall
be payable on demand.  Any other fees payable to the Issuing Bank
pursuant to this paragraph shall be payable within 10 days after
demand.  All participation fees and fronting fees shall be computed on
the basis of a year of 360 days and shall be payable for the actual number of
days elapsed (including the first day but excluding the last
day).  For purposes of computing the daily amount available to be
drawn under any Letter of Credit, the amount of such Letter of Credit shall be
determined in accordance with Section 1.7.
Notwithstanding anything to the contrary contained herein, upon the request of
the Required Lenders, while any Event of Default exists, all Letter of Credit
participation fees shall accrue at the Default Rate.

      
        
          
          

        

        
          47

          
            

          

        

        
          
          

        

      

       

      (c) The
Borrower agrees to pay to the Administrative Agent, for its own account, fees
payable in the amounts and at the times separately agreed upon between the
Borrower and the Administrative Agent, including those fees set forth in the Fee
Letters.

       

      (d) All fees
payable hereunder shall be paid on the dates due, in immediately available
funds, to the Administrative Agent (or to the Issuing Bank, in the case of fees
payable to it) for distribution, in the case of facility fees and participation
fees, to the Lenders.  Fees paid shall not be refundable under any
circumstances.

       

      SECTION
2.13 Interest.

       

      (a) The Loans
comprising each ABR Borrowing (including each Swingline Loan) shall bear
interest at a rate per annum equal to the Alternate Base Rate plus the Applicable
Rate.

       

      (b) The Loans
comprising each Eurocurrency Borrowing shall bear interest at a rate per annum
equal to the Adjusted Eurocurrency Rate for the Interest Period in effect for
such Borrowing plus the Applicable
Rate plus (in
the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending
Office in the United Kingdom or a Participating Member State) the Mandatory
Cost.

       

      (c) (i)           If
any amount of principal of any Loan is not paid when due (without regard to any
applicable grace periods), whether at stated maturity, by acceleration or
otherwise, such amount 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.

      
        
          
          

        

        
          48

          
            

          

        

        
          
          

        

      

       

      (ii) If any
amount (other than principal of any Loan) payable by the Borrower under any Loan
Document is not paid when due (without regard to any applicable grace periods),
whether at stated maturity, by acceleration or otherwise, then upon the request
of the Required Lenders, such amount 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.

       

      (iii) Upon the
request of the Required Lenders, while any Event of Default exists, the Borrower
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.

       

      (iv) Accrued
and unpaid interest on past due amounts (including interest on past due
interest) shall be due and payable upon demand.

       

      (d) Accrued
interest on each Loan shall be payable in arrears on each Interest Payment Date
for such Loan; provided that (i) in
the event of any repayment or prepayment of any Loan (other than a repayment or
prepayment of an ABR Loan (including a Swingline Loan) prior to the end of the
Availability Period), accrued interest on the principal amount repaid or prepaid
shall be payable on the date of such repayment or prepayment, (ii) in the event
of any conversion of any Eurocurrency Revolving Loan prior to the end of the
current Interest Period therefor, accrued interest on such Loan shall be payable
on the effective date of such conversion and (iii) all accrued interest shall be
payable upon termination of the Commitments.  Each determination by
the Administrative Agent of an interest rate or fee hereunder shall be
conclusive and binding for all purposes, absent manifest error.

       

      (e) Unless
customary market practice with respect to any Alternative Currency dictates
otherwise, all interest hereunder shall be computed on the basis of a year of
360 days, except that interest computed by reference to the Alternate Base Rate
(including when the ABR Loans is determined by reference to the Eurocurrency
Rate) shall be computed on the basis of a year of 365 days (or 366 days in a
leap year), and in each case shall be payable for the actual number of days
elapsed (including the first day but excluding the last day).  The
applicable Alternate Base Rate, Adjusted Eurocurrency Rate, Eurocurrency Rate
and Overnight Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.

       

      SECTION
2.14 Alternate Rate of Interest;
Illegality.

       

      (a) Alternate Rate of
Interest.  If prior to the commencement of any Interest Period
for a Eurocurrency Borrowing or prior to any ABR Borrowing as to which the
interest rate is determined with reference to the Eurocurrency Rate, or any
conversion to or continuation thereof:

       

      (i) the
Administrative Agent determines (which determination shall be conclusive absent
manifest error) that adequate and reasonable means do not exist for ascertaining
the Adjusted Eurocurrency Rate or the Eurocurrency Rate, as applicable, for the
relevant currency for such Interest Period; or

      
        
          
          

        

        
          49

          
            

          

        

        
          
          

        

      

       

      (ii) the
Administrative Agent is advised by the Required Lenders or by the holders of at
least a majority of the Commitments under a Facility that the Adjusted
Eurocurrency Rate or the Eurocurrency Rate, as applicable, for such Interest
Period will not adequately and fairly reflect the cost to such Lenders (or
Lender) of making or maintaining their Loans (or its Loan) included in such
Borrowing for such Interest Period;

       

      then the
Administrative Agent shall give notice thereof to the Borrower and the Lenders
by telephone or telecopy as promptly as practicable thereafter and, until the
Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Revolving Borrowing to, or
continuation of any Revolving Borrowing as, a Eurocurrency Borrowing shall be
ineffective, (ii) the obligation of the Lenders to make or maintain ABR Loans as
to which the interest rate is determined with reference to the Eurocurrency Rate
shall be suspended, but during such period ABR Loans shall be made and continued
based on the interest rate determined by the greater of clauses (a) and (b) in
the definition of Alternate Base Rate, and (iii) if any Borrowing Request
requests a Eurocurrency Revolving Borrowing, such Borrowing, if denominated in
Dollars, shall be made as an ABR Borrowing (with the interest rate determined by
the greater of clauses (a) and (b) in the definition of Alternate Base Rate)
and, if denominated in an Alternative Currency, shall be made as a Borrowing
bearing interest at an interest rate reasonably determined by the Administrative
Agent, after consultation with the Borrower and the applicable Lenders, to
compensate the applicable Lenders for such Borrowing in such currency for the
applicable period.

      


      (b) Illegality.  If
any Lender determines 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, maintain or fund Loans whose interest is
determined by reference to the Eurocurrency Rate, or to determine or charge
interest rates based upon the Eurocurrency Rate, or any Governmental Authority
has imposed material restrictions on the authority of such Lender to purchase or
sell, or to take deposits of, Dollars in the London interbank market, then, on
notice thereof by such Lender to the Borrower through the Administrative Agent,
(i) any obligation of such Lender to make or continue Eurocurrency Rate Loans or
to convert ABR Loans to Eurocurrency Rate Loans shall be suspended, and (ii) if
such notice asserts the illegality of such Lender making or maintaining ABR
Loans the interest rate on which is determined by reference to the Eurocurrency
Rate component of the Alternate Base Rate, the interest rate on which ABR Loans
of such Lender shall, if necessary to avoid such illegality, be determined by
the Administrative Agent without reference to the Eurocurrency Rate component of
the Alternate Base Rate, in each case until such Lender notifies the
Administrative Agent and the Borrower that the circumstances giving rise to such
determination no longer exist.  Upon receipt of such notice, (x) the
Borrower shall, upon demand from such Lender (with a copy to the Administrative
Agent), prepay or, if applicable, convert all Eurocurrency Rate Loans of such
Lender to ABR Loans (the interest rate on which ABR Loans of such Lender shall,
if necessary to avoid such illegality, be determined by the Administrative Agent
without reference to the Eurocurrency Rate component of the Alternate Base
Rate), either on the last day of the Interest Period therefor, if such Lender
may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or
immediately, if such Lender may not lawfully continue to maintain such
Eurocurrency Rate Loans and (y) if such notice asserts the illegality of such
Lender determining or charging interest rates based upon the Eurocurrency Rate,
the Administrative Agent shall during the period of such suspension compute the
Alternate Base Rate applicable to such Lender without reference to the
Eurocurrency Rate component thereof until the Administrative Agent is advised in
writing by such Lender that it is no longer illegal  for such Lender
to determine or charge interest rates based upon the Eurocurrency
Rate.  Upon any such prepayment or conversion, the Borrower shall also
pay accrued interest on the amount so prepaid or converted.

      
        
          
          

        

        
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      SECTION
2.15 Increased
Costs.

       

      (a) If any
Change in Law shall:

       

      (i) impose,
modify or deem applicable any reserve, special deposit or similar requirement
against assets of, deposits with or for the account of, or credit extended by,
any Lender (except (A) any such reserve requirement reflected in the Adjusted
Eurocurrency Rate and (B) the requirements of the Bank of England and the
Financial Services Authority or the European Central Bank reflected in the
Mandatory Cost, other than as set forth below) or the Issuing Bank;

       

      (ii) result in
the failure of the Mandatory Cost, as calculated hereunder, to represent the
cost to any Lender of complying with the requirements of the Bank of England
and/or the Financial Services Authority or the European Central Bank in relation
to its making, funding or maintaining Eurocurrency Rate Loans; or

       

      (iii) impose on
any Lender or the Issuing Bank or the London interbank market any other
condition affecting this Agreement or Eurocurrency Loans made by such Lender or
any Letter of Credit or participation therein;

       

      and the
result of any of the foregoing shall be to increase the cost to such Lender of
making or maintaining any Loan the interest on which is determined by reference
to the Eurocurrency Rate (or of maintaining its obligation to make any such
Loan) or to increase the cost to such Lender or the Issuing Bank of
participating in, issuing or maintaining any Letter of Credit or to reduce the
amount of any sum received or receivable by such Lender or the Issuing Bank
hereunder (whether of principal, interest or otherwise), then the Borrower will
pay to such Lender or the Issuing Bank, as the case may be, such additional
amount or amounts as will compensate such Lender or the Issuing Bank, as the
case may be, for such additional costs incurred or reduction
suffered.

      


      (b) If any
Lender or the Issuing Bank determines that any Change in Law regarding capital
requirements has or would have the effect of reducing the rate of return on such
Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the
Issuing Bank’s holding company, if any, as a consequence of this Agreement or
the Loans made by, or participations in Letters of Credit held by, such Lender,
or the Letters of Credit issued by the Issuing Bank, to a level below that which
such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding
company could have achieved but for such Change in Law (taking into
consideration such Lender’s or the Issuing Bank’s policies and the policies of
such Lender’s or the Issuing Bank’s holding company with respect to capital
adequacy), then from time to time the Borrower will pay to such Lender or the
Issuing Bank, as the case may be, such additional amount or amounts as will
compensate such Lender or the Issuing Bank or such Lender’s or the Issuing
Bank’s holding company for any such reduction suffered.

      
        
          
          

        

        
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      (c) A
certificate of a Lender or the Issuing Bank setting forth the amount or amounts
necessary to compensate such Lender or the Issuing Bank or its holding company,
as the case may be, as specified in paragraph (a) or (b) of this Section shall
be delivered to the Borrower and shall be conclusive absent manifest
error.  The Borrower shall pay such Lender or the Issuing Bank, as the
case may be, the amount shown as due on any such certificate within 10 days
after receipt thereof.

       

      (d) Failure
or delay on the part of any Lender or the Issuing Bank to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender’s or the
Issuing Bank’s right to demand such compensation; provided that the Borrower
shall not be required to compensate a Lender or the Issuing Bank pursuant to
this Section for any increased costs or reductions incurred more than six months
prior to the date that such Lender or the Issuing Bank, as the case may be,
notifies the Borrower of the Change in Law giving rise to such increased costs
or reductions and of such Lender’s or the Issuing Bank’s intention to claim
compensation therefor; provided further that, if the Change in Law giving rise
to such increased costs or reductions is retroactive, then the six-month period
referred to above shall be extended to include the period of retroactive effect
thereof.

       

      SECTION
2.16 Break Funding
Payments.  In the event of (a) the payment of any principal of
any Eurocurrency Loan other than on the last day of an Interest Period
applicable thereto (including as a result of an Event of Default), (b) the
conversion of any Eurocurrency Loan other than on the last day of the Interest
Period applicable thereto, (c) the failure to borrow, convert, continue or
prepay any Revolving Loan on the date specified in any notice delivered pursuant
hereto (regardless of whether such notice is permitted to be revocable under
Section 2.11(b)
and is revoked in accordance herewith) or (d) the assignment of any Eurocurrency
Loan other than on the last day of the Interest Period applicable thereto as a
result of a request by the Borrower pursuant to Section 2.19, then,
in any such event, the Borrower shall compensate each Lender for the loss, cost
and expense attributable to such event.  In the case of a Eurocurrency
Loan, the loss to any Lender attributable to any such event shall be deemed to
include an amount determined by such Lender to be equal to the excess, if any,
of (i) the amount of interest that such Lender would pay for a deposit equal to
the principal amount of such Loan for the period from the date of such payment,
conversion, failure or assignment to the last day of the then current Interest
Period for such Loan (or, in the case of a failure to borrow, convert or
continue, the duration of the Interest Period that would have resulted from such
borrowing, conversion or continuation) if the interest rate payable on such
deposit were equal to the Adjusted Eurocurrency Rate for such Interest Period,
over (ii) the amount of interest that such Lender would earn on such principal
amount for such period if such Lender were to invest such principal amount for
such period at the interest rate that would be bid by such Lender (or an
affiliate of such Lender) for dollar deposits from other banks in the
Eurocurrency market at the commencement of such period.  A certificate
of any Lender setting forth (i) any amount or amounts that such Lender is
entitled to receive pursuant to this Section and (ii) the calculations used to
arrive at such amount shall be delivered to the Borrower and shall be conclusive
absent manifest error.  The Borrower shall pay such Lender the amount
shown as due on any such certificate within 10 days after receipt
thereof.

      
        
          
          

        

        
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      SECTION
2.17 Taxes.

       

      (a) Any and
all payments by or on account of any obligation of the Borrower hereunder or
under any other Loan Document shall be made free and clear of and without
deduction for any Indemnified Taxes or Other Taxes; provided that if the
Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from
such payments, then (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent, Lender or
Issuing Bank (as the case may be) receives an amount equal to the sum it would
have received had no such deductions been made, (ii) the Borrower shall make
such deductions and (iii) the Borrower shall pay the full amount deducted to the
relevant Governmental Authority in accordance with applicable law.

       

      (b) In
addition, the Borrower shall pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.

       

      (c) The
Borrower shall indemnify the Administrative Agent, each Lender and the Issuing
Bank, within 10 days after written demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes
imposed or asserted on or attributable to amounts payable under this Section)
paid by the Administrative Agent, such Lender or the Issuing Bank, as the case
may be, and any penalties, interest and reasonable expenses arising therefrom or
with respect thereto, whether or not such Indemnified Taxes or Other 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 the Borrower by a Lender or the Issuing Bank, or by the
Administrative Agent on its own behalf or on behalf of a Lender or the Issuing
Bank, shall be conclusive absent manifest error.

       

      (d) As soon
as practicable after any payment of Indemnified Taxes or Other Taxes by the
Borrower to a Governmental Authority, the Borrower shall deliver to the
Administrative Agent the original or a certified copy of a receipt issued by
such Governmental Authority evidencing such payment, a copy of the return
reporting such payment or other evidence of such payment reasonably satisfactory
to the Administrative Agent.

       

      (e) Any
Foreign Lender that is entitled to an exemption from or reduction of withholding
tax under the law of the jurisdiction in which the Borrower is located, or any
treaty to which such jurisdiction is a party, with respect to payments under
this Agreement or any other Loan Document shall deliver to the Borrower (with a
copy to the Administrative Agent), at the time or times prescribed by applicable
law or reasonably requested by the Borrower, such properly completed and
executed documentation prescribed by applicable law as will permit such payments
to be made without withholding or at a reduced rate.

       

      (f) Without
limiting the provisions of subsection (a) or (b) above, each Lender and the
Issuing Bank shall, and does hereby, indemnify the Borrower and the
Administrative Agent, and shall make payment in respect thereof within 10 days
after demand therefor, against any and all Taxes and any and all related losses,
claims, liabilities, penalties, interest and expenses (including the fees,
charges and disbursements of any counsel for the Borrower or the Administrative
Agent) incurred by or asserted against the Borrower or the Administrative Agent
by any Governmental Authority as a result of the failure by such Lender or the
Issuing Bank, as the case may be, to deliver, or as a result of the inaccuracy,
inadequacy or deficiency of, any documentation required to be delivered by such
Lender or the Issuing Bank, as the case may be, to the Borrower or the
Administrative Agent pursuant to subsection (e).  Each Lender and the
Issuing Bank hereby authorizes the Administrative Agent to set off and apply any
and all amounts at any time owing to such Lender or the Issuing Bank, as the
case may be, under this Agreement or any other Loan Document against any amount
due to the Administrative Agent under this subsection (f).  The
agreements in this subsection (f) shall survive the resignation and/or
replacement of the Administrative Agent, any assignment of rights by, or the
replacement of, a Lender or the Issuing Bank, the termination of the Commitments
and the repayment, satisfaction or discharge of all other
Obligations.

      
        
          
          

        

        
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      SECTION
2.18 Payments Generally; Pro Rata
Treatment; Sharing of Set-offs.

       

      (a) All
payments to be made by the Borrower shall be made without condition or deduction
for any counterclaim, defense, recoupment or setoff.  Except as
otherwise expressly provided herein, the Borrower shall make each payment
required to be made by it hereunder (whether of principal, interest, fees or
reimbursement of LC Disbursements, or under Section 2.15, 2.16 or 2.17, or otherwise)
prior to 12:00 noon, New York, New York time (or as specified in the next
sentence in the case of Loans denominated in an Alternative Currency), on the
date when due, in Same Day Funds, without set off or
counterclaim.  Except as otherwise expressly provided herein, all
payments by the Borrower hereunder with respect to principal and interest on
Loans denominated in an Alternative Currency shall be made on the dates
specified herein for the account of the respective Lenders to which such payment
is owed, in such Alternative Currency and in Same Day Funds not later than the
Applicable Time specified by the Administrative Agent to the Borrower by the
same time at least one Business Day prior to the date when due.  If,
for any reason, the Borrower is prohibited by law from making any required
payment hereunder in an Alternative Currency, the Borrower shall make such
payment in Dollars in the Dollar Amount of the Alterative Currency payment
amount.  All payments received by the Administrative Agent (i) after
12:00 p.m., New York City time, in the case of payments in Dollars, or (ii)
after the Applicable Time specified by the Administrative Agent in the case of
payments in an Alternative Currency, may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon.  All such
payments shall be made to the Administrative Agent at its offices at 270 Park
Avenue, New York, New York, except payments to be made directly to the Issuing
Bank or Swingline Lender as expressly provided herein and except that payments
pursuant to Sections
2.15, 2.16, 2.17 and 9.3 shall be made
directly to the Persons entitled thereto.  The Administrative Agent
shall distribute any such payments received by it for the account of any other
Person to the appropriate recipient promptly following receipt
thereof.  If any payment hereunder shall be due on a day that is not a
Business Day, the date for payment shall be extended to the next succeeding
Business Day, and, in the case of any payment accruing interest, interest
thereon shall be payable for the period of such extension.  All
payments made by the Borrower hereunder shall be made in the applicable
currency, except as otherwise provided in this paragraph.

      
        
          
          

        

        
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      (b) Except to
the extent that this Agreement provides for payments to be allocated to a
particular Lender or to the Lenders under a particular Facility, if any Lender
shall, by exercising any right of set off or counterclaim or otherwise, obtain
payment in respect of any principal of or interest on any of its Revolving Loans
or participations in LC Disbursements or Swingline Loans held by it resulting in
such Lender receiving payment of a greater proportion of the aggregate amount of
its Revolving Loans and participations in LC Disbursements and Swingline Loans
and accrued interest thereon than the proportion received by any other Lender,
then the Lender receiving such greater proportion shall (x) notify the
Administrative Agent of such fact, and (y) purchase (for cash at face value)
participations in the Revolving Loans and subparticipations in LC Disbursements
and Swingline Loans of other Lenders, or make such other adjustments as shall be
equitable, to the extent necessary so that the benefit of all such payments
shall be shared by the Lenders ratably in accordance with the aggregate amount
of principal of and accrued interest on their respective Revolving Loans and
participations in LC Disbursements and Swingline Loans; 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 subpart (b) shall not be construed to apply to (x) any
payment made by or on behalf of the Borrower pursuant to and in accordance with
the express terms of this Agreement (including the application of funds arising
from the existence of a Defaulting Lender), (y) the application of Cash
Collateral provided for in Section 2.21, or (z)
any payment obtained by a Lender as consideration for the assignment of or sale
of a participation in any of its Revolving Loans or subparticipations in LC
Disbursements or Swingline Loans to any assignee or participant, other than an
assignment to the Borrower or any Subsidiary or Affiliate thereof (as to which
the provisions of this paragraph shall apply).

       

      The
Borrower consents to the foregoing and agrees, to the extent it may effectively
do so under applicable Law, that any Lender acquiring a participation pursuant
to the foregoing arrangements may exercise against the Borrower rights of
set-off and counterclaim with respect to such participation as fully as if such
Lender were a direct creditor of the Borrower in the amount of such
participation.

       

      (c) Unless
the Administrative Agent shall have received notice from the Borrower prior to
the date on which any payment is due to the Administrative Agent for the account
of the Lenders or the Issuing Bank hereunder that the Borrower will not make
such payment, the Administrative Agent may assume that the Borrower has made
such payment on such date in accordance herewith and may, in reliance upon such
assumption, distribute to the applicable Lenders or the Issuing Bank, as the
case may be, the amount due.  In such event, if the Borrower has not
in fact made such payment, then each of the applicable Lenders or the Issuing
Bank, as the case may be, severally agrees to repay to the Administrative Agent
forthwith on demand the amount so distributed to such Lender or Issuing Bank
with interest thereon, for each day from and including the date such amount is
distributed to it to but excluding the date of payment to the Administrative
Agent, at the applicable Overnight Rate from time to time in
effect.

      
        
          
          

        

        
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      (d) If any
Lender shall fail to make any payment required to be made by it pursuant to
Section 2.4(c),
2.5(c) or (d), 2.7(b) or 2.18(c), then the
Administrative Agent may, in its discretion (notwithstanding any contrary
provision hereof), apply any amounts thereafter received by the Administrative
Agent for the account of such Lender to satisfy such Lender’s obligations under
such Sections until all such unsatisfied obligations are fully
paid.

       

      (e) The
obligations of the Lenders hereunder to make Loans, to fund participations in
Letters of Credit and Swingline Loans and to make payments pursuant to Section 9.3(c) are
several and not joint.  The failure of any Lender to make any Loan, to
fund any such participation or to make any payment under Section 9.3(c) on any
date required hereunder shall not relieve any other Lender of its corresponding
obligation to do so on such date, and no Lender shall be responsible for the
failure of any other Lender to so make its Loan, to purchase its participation
or to make its payment under Section
9.3(c).

       

      SECTION
2.19 Mitigation Obligations;
Replacement of Lenders.

       

      (a) If any
Lender requests compensation under Section 2.15, or if
the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.17, then
such Lender shall use reasonable efforts to designate a different Lending Office
for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in
the judgment of such Lender, such designation or assignment (i) would eliminate
or reduce amounts payable pursuant to Section 2.15 or 2.17, as the case may
be, in the future and (ii) would not subject such Lender to any unreimbursed
cost or expense and would not otherwise be disadvantageous to such
Lender.  The Borrower hereby agrees to pay all reasonable costs and
expenses incurred by any Lender in connection with any such designation or
assignment.

       

      (b) If any
Lender requests compensation under Section 2.15, or if
the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.17, or if
any Lender is a Defaulting Lender, then the Borrower may, at its sole expense
and effort, upon notice to such Lender and the Administrative Agent, require
such Lender to assign and delegate, without recourse (in accordance with and
subject to the restrictions contained in Section 9.4), all 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 (i) the
Borrower shall have received the prior written consent of the Administrative
Agent (and, if a Dollar Commitment is being assigned, each Issuing Bank and the
Swingline Lender), which consent shall not unreasonably be withheld, (ii) such
Lender shall have received payment of an amount equal to 100% of the outstanding
principal of its Loans and participations in LC Disbursements and Swingline
Loans, accrued interest thereon, accrued fees and all other amounts payable to
it hereunder and under the related Loan Documents, from the assignee (to the
extent of such outstanding principal and accrued interest and fees) or the
Borrower (in the case of all other amounts), (iii) in the case of any such
assignment resulting from a claim for compensation under Section 2.15 or
payments required to be made pursuant to Section 2.17, such
assignment will result in a reduction in such compensation or payments, and (iv)
(a) the Borrower shall have paid to the Administrative Agent the assignment fee
specified in Section
9.4(b).  A Lender shall not be required to make any such
assignment and delegation if, prior thereto, as a result of a waiver by such
Lender or otherwise, the circumstances entitling the Borrower to require such
assignment and delegation cease to apply.

      
        
          
          

        

        
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      SECTION
2.20 Increase in
Commitments.

       

      (a) Request for
Increase.  Provided there exists no Default, upon notice to the
Administrative Agent (which shall promptly notify the Lenders), the Borrower may
from time to time after the date hereof request an increase in the Dollar
Commitments (which increase may take the form of one or more new revolving
tranches) by an amount (for all such requests) not exceeding $50,000,000; provided that (x) any
such request for an increase shall be in a minimum amount of $25,000,000, (y) in
no event shall the aggregate Commitments after giving effect to any such
increase exceed $600,000,000 and (z) there shall be no more than two (2) such
requests during the term hereof.  At the time of sending such notice,
the Borrower (in consultation with the Administrative Agent) shall specify the
time period within which each Lender is requested to respond (which shall in no
event be less than ten Business Days from the date of delivery of such notice to
the Lenders).

       

      (b) Lender Elections to
Increase.  Each Lender shall notify the Administrative Agent
within such time period whether or not it agrees to increase its Commitment and,
if so, whether by an amount equal to, greater than, or less than its Applicable
Percentage of such requested increase.  Any Lender not responding
within such time period shall be deemed to have declined to increase its
Commitment.

       

      (c) Notification by
Administrative Agent; Additional Lenders.  The Administrative
Agent shall notify the Borrower and each Lender of the Lenders’ responses to
each request made hereunder.  To achieve the full amount of a
requested increase and subject to the approval of the Administrative Agent, the
Issuing Bank and the Swingline Lender (which approvals shall not be unreasonably
withheld), the Borrower may also invite additional Eligible Assignees to become
Lenders pursuant to a joinder agreement in form and substance satisfactory to
the Administrative Agent and its counsel.

       

      (d) Effective Date and
Allocations.  If the aggregate Commitments are increased in
accordance with this Section, the Administrative Agent and the Borrower shall
determine the effective date (the “Increase Effective
Date”) and the final allocation of such increase.  The
Administrative Agent shall promptly notify the Borrower and the Lenders of the
final allocation of such increase and the Increase Effective Date.

       

      (e) Conditions to Effectiveness
of Increase.  As a condition precedent to such increase, the
Borrower shall deliver to the Administrative Agent a certificate of each Loan
Party dated as of the Increase Effective Date (in sufficient copies for each
Lender) signed by a Responsible Officer of such Loan Party (i) certifying and
attaching the resolutions adopted by such Loan Party approving or consenting to
such increase, and (ii) in the case of the Borrower, certifying that, before and
after giving effect to such increase, (A) the representations and warranties
contained in Article
III and the other Loan Documents are true and correct on and as of the
Increase Effective Date, except that for purposes of this Section, the
representations and warranties contained in Section 3.4(a) shall
be deemed to refer to the most recent annual and quarterly financial statements
furnished pursuant to Sections 5.1(a) and
(b),
respectively, and (B) no Default exists.  The Borrower shall prepay
any Revolving Loans outstanding on the Increase Effective Date (and pay any
additional amounts required pursuant to Section 2.16) to the
extent necessary to keep the outstanding Revolving Loans ratable with any
revised Applicable Percentages arising from any nonratable increase in the
Commitments under this Section.

      
        
          
          

        

        
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      (f) Conflicting
Provisions.  This Section shall supersede any provisions in
Section 2.18 or
9.2 to the
contrary.

       

      SECTION
2.21 Cash
Collateral.

       

      (a) Certain Credit Support
Events.  Upon the request of the Administrative Agent or any
Issuing Bank (i) if any Issuing Bank has honored any full or partial drawing
request under any Letter of Credit and such drawing has resulted in a LC
Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any LC
Exposure for any reason remains outstanding, the Borrower shall, in each case,
immediately Cash Collateralize the then outstanding amount of all LC
Exposures.  At any time that there shall exist a Defaulting Lender,
immediately upon the request of the Administrative Agent, any Issuing Bank or
the Swingline Lender, the Borrower shall deliver to the Administrative Agent
Cash Collateral in an amount sufficient to cover all Fronting Exposure (after
giving effect to Section 2.22(a)(iv)
and any Cash Collateral provided by the Defaulting Lender).

       

      (b) Grant of Security
Interest.  All Cash Collateral (other than credit support not
constituting funds subject to deposit) shall be maintained in blocked,
non-interest bearing deposit accounts at Bank of America.  The
Borrower, and to the extent provided by any Lender, such Lender, hereby grants
to (and subjects to the control of) the Administrative Agent, for the benefit of
the Administrative Agent, the Issuing Banks and the Lenders (including the
Swingline Lender), and agrees to maintain, a first priority security interest in
all such cash, deposit accounts and all balances therein, and all other property
so provided as collateral pursuant hereto, and in all proceeds of the foregoing,
all as security for the obligations to which such Cash Collateral may be applied
pursuant to Section
2.21(c).  If at any time the Administrative Agent determines
that Cash Collateral is subject to any right or claim of any Person other than
the Administrative Agent as herein provided, or that the total amount of such
Cash Collateral is less than the applicable Fronting Exposure and other
obligations secured thereby, the Borrower or the relevant Defaulting Lender
will, promptly upon demand by the Administrative Agent, pay or provide to the
Administrative Agent additional Cash Collateral in an amount sufficient to
eliminate such deficiency.

       

      (c) Application.  Notwithstanding
anything to the contrary contained in this Agreement, Cash Collateral provided
under any of this Section 2.21 or Sections 2.4, 2.5, 2.11, 2.18, 2.22 or Section 7.2 in
respect of Letters of Credit or Swingline Loans shall be held and applied to the
satisfaction of the specific LC Exposures, Swingline Loans, obligations to fund
participations therein (including, as to Cash Collateral provided by a
Defaulting Lender, any interest accrued on such obligation) and other
obligations for which the Cash Collateral was so provided, prior to any other
application of such property as may be provided for herein.

       

      (d) Release.  Cash
Collateral (or the appropriate portion thereof) provided to reduce Fronting
Exposure or other obligations shall be released promptly following (i) the
elimination of the applicable Fronting Exposure or other obligations giving rise
thereto (including by the termination of Defaulting Lender status of the
applicable Lender (or, as appropriate, its assignee following compliance with
Section
9.4(b)(vi))) or (ii) the Administrative Agent’s good faith determination
that there exists excess Cash Collateral; provided that (x)
Cash Collateral furnished by or on behalf of a Loan Party shall not be released
during the continuance of a Default or Event of Default (and following
application as provided in this Section 2.21 may be
otherwise applied in accordance with Section 2.18(b) or
Section 7.3),
and (y) the Person providing Cash Collateral and the Issuing Bank or Swingline
Lender, as applicable, may agree that Cash Collateral shall not be released but
instead held to support future anticipated Fronting Exposure or other
obligations.

      
        
          
          

        

        
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      SECTION
2.22 Defaulting
Lenders.

       

      (a) Adjustments.  Notwithstanding
anything to the contrary contained in this Agreement, if any Lender becomes a
Defaulting Lender, then, until such time as that Lender is no longer a
Defaulting Lender, to the extent permitted by applicable Law:

       

      (i) Waivers and
Amendments.  That Defaulting Lender’s right to approve or
disapprove any amendment, waiver or consent with respect to this Agreement shall
be restricted as set forth in Section
9.2.

       

      (ii) Reallocation of
Payments.  Any payment of principal, interest, fees or other
amounts received by the Administrative Agent for the account of that Defaulting
Lender (whether voluntary or mandatory, at maturity, pursuant to Section 2.18(b),
Article VII or
otherwise, and including any amounts made available to the Administrative Agent
by that Defaulting Lender pursuant to Section 9.8), shall
be applied at such time or times as may be determined by the Administrative
Agent as follows: first, to the payment of any
amounts owing by that Defaulting Lender to the Administrative Agent hereunder;
second, to the payment
on a pro rata basis of any amounts owing by that Defaulting Lender to any
Issuing Bank or Swingline Lender hereunder (pro rata among them); third, if so determined by
the Administrative Agent or requested by an Issuing Bank or the Swingline
Lender, to be held as Cash Collateral for future funding obligations of that
Defaulting Lender of any participation in any Swingline Loan or Letter of
Credit; fourth, as the
Borrower may request (so long as no Default or Event of Default exists), to the
funding of any Loan in respect of which that Defaulting Lender has failed to
fund its portion thereof as required by this Agreement, as determined by the
Administrative Agent; fifth, if so determined by
the Administrative Agent and the Borrower, to be held in a non-interest bearing
deposit account and released in order to satisfy obligations of that Defaulting
Lender to fund Loans under this Agreement; sixth, to the payment of any
amounts owing to the Lenders, the Issuing Banks or the Swingline Lender as a
result of any judgment of a court of competent jurisdiction obtained by any
Lender, any Issuing Bank or the Swingline Lender against that Defaulting Lender
as a result of that Defaulting Lender’s breach of its obligations under this
Agreement; seventh, so
long as no Default or Event of Default exists, to the payment of any amounts
owing to the Borrower as a result of any judgment of a court of competent
jurisdiction obtained by the Borrower against that Defaulting Lender as a result
of that Defaulting Lender’s breach of its obligations under this Agreement; and
eighth, to that
Defaulting Lender or as otherwise directed by a court of competent jurisdiction;
provided that
if (x) such payment is a payment of the principal amount of any Loans or LC
Borrowings in respect of which that Defaulting Lender has not fully funded its
appropriate share and (y) such Loans or LC Borrowings were made at a time when
the conditions set forth in Section 4.2 were
satisfied or waived, such payment shall be applied solely to pay the Loans of,
and LC Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being
applied to the payment of any Loans of, or LC Borrowings owed to, that
Defaulting Lender.  Any payments, prepayments or other amounts paid or
payable to a Defaulting Lender that are applied (or held) to pay amounts owed by
a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.22(a)(ii)
shall be deemed paid to and redirected by that Defaulting Lender, and each
Lender irrevocably consents hereto.

      
        
          
          

        

        
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      (iii) Certain
Fees.  That Defaulting Lender (x) shall be entitled to receive
any facility fee pursuant to Section 2.12(a) for
any period during which that Lender is a Defaulting Lender only to extent
allocable to the sum of (1) the outstanding amount of the Revolving Loans funded
by it and (2) its Applicable Percentage of the stated amount of Letters of
Credit and Swingline Loans for which it has provided Cash Collateral pursuant to
Section 2.4,
Section 2.5,
Section 2.21,
or Section
2.22(a)(ii), as applicable (and the Borrower shall (A) be required to pay
to each of the applicable Issuing Bank and the Swingline Lender, as applicable,
the amount of such fee allocable to its Fronting Exposure arising from that
Defaulting Lender and (B) not be required to pay the remaining amount of such
fee that otherwise would have been required to have been paid to that Defaulting
Lender) and (y) shall be limited in its right to receive Letter of Credit
participation fees as provided in Section
2.12(b).

       

      (iv) Reallocation of Applicable
Percentages to Reduce Fronting Exposure.  During any period in
which there is a Defaulting Lender, for purposes of computing the amount of the
obligation of each non-Defaulting Lender to acquire, refinance or fund
participations in Letters of Credit or Swingline Loans pursuant to Sections 2.4 and
2.5, the
“Applicable Percentage” of each non-Defaulting Lender shall be computed without
giving effect to the Commitment of that Defaulting Lender; provided that (x)
each such reallocation shall be given effect only if, at the date the applicable
Lender becomes a Defaulting Lender, no Default or Event of Default exists; and
(y) the aggregate obligation of each non-Defaulting Lender to acquire, refinance
or fund participations in Letters of Credit and Swingline Loans shall not exceed
the positive difference, if any, of (1) the Commitment of that non-Defaulting
Lender minus (2) the aggregate outstanding amount of the Revolving Loans of that
Lender.

       

      (b) Defaulting Lender
Cure.  If the Borrower, the Administrative Agent, Swingline
Lender and the Issuing Banks agree in writing in their sole discretion that a
Defaulting Lender should no longer be deemed to be a Defaulting Lender, the
Administrative Agent will so notify the parties hereto, whereupon as of the
effective date specified in such notice and subject to any conditions set forth
therein (which may include arrangements with respect to any Cash Collateral),
that Lender will, to the extent applicable, purchase that portion of outstanding
Loans of the other Lenders or take such other actions as the Administrative
Agent may determine to be necessary to cause the Revolving Loans and funded and
unfunded participations in Letters of Credit and Swingline Loans to be held on a
pro rata basis by the
Lenders in accordance with their Applicable Percentages (without giving effect
to Section
2.22(a)(iv)), whereupon that Lender will cease to be a Defaulting Lender;
provided that
no adjustments will be made retroactively with respect to fees accrued or
payments made by or on behalf of the Borrower while that Lender was a Defaulting
Lender; and provided, further, that except
to the extent otherwise expressly agreed by the affected parties, no change
hereunder from Defaulting Lender to Lender will constitute a waiver or release
of any claim of any party hereunder arising from that Lender’s having been a
Defaulting Lender.

      
        
          
          

        

        
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      (c) Issuing
Bank.  If any Lender that is an Issuing Bank becomes a
Defaulting Lender, then the Borrower may, by notice to the Administrative Agent
and the Lenders, replace such Issuing Bank in accordance with Section 9.4 hereof as
if such Issuing Bank were resigning from such position in accordance with such
Section.

       

       

      ARTICLE
III


       

       

      REPRESENTATIONS
AND WARRANTIES

       

      The
Borrower represents and warrants to the Lenders that:

       

      SECTION
3.1 Organization;
Powers.  Each of the Borrower and its Subsidiaries is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, has all requisite power and authority to carry
on its business as now conducted and, except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect, is qualified to do business in, and is in good
standing in, every jurisdiction where such qualification is
required.

       

      SECTION
3.2 Authorization;
Enforceability.  The Transactions are within the Borrower’s and
the Loan Parties’ respective corporate powers and have been duly authorized by
all necessary corporate and, if required, stockholder action.  This
Agreement has been, and each of the other Loan Documents, when delivered, will
have been, duly executed and delivered by the Borrower or the Loan Party party
thereto.  This Agreement constitutes, and each other Loan Document
when so delivered will constitute, a legal, valid and binding obligation of the
Borrower or such other Loan Party, enforceable in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium or
other laws affecting creditors’ rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding in equity
or at law.

       

      SECTION
3.3 Governmental Approvals; No
Conflicts.  The Transactions (a) do not require any consent or
approval of, registration or filing with, or any other action by, any
Governmental Authority, except such as have been obtained or made and are in
full force and effect, (b) will not violate any applicable law or regulation or
the charter, by-laws or other organizational documents of the Borrower or any of
its Subsidiaries or any order of any Governmental Authority, (c) will not
violate or result in a default under any indenture, agreement or other
instrument binding upon the Borrower or any of its Subsidiaries or its assets,
or give rise to a right thereunder to require any payment to be made by the
Borrower or any of its Subsidiaries, and (d) will not result in the creation or
imposition of any Lien on any asset of the Borrower or any of its
Subsidiaries.

      
        
          
          

        

        
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      SECTION
3.4 Financial Condition; No
Material Adverse Effect.

       

      (a) The
Borrower has heretofore furnished to the Lenders its consolidated balance sheet
and statements of income, stockholders equity and cash flows (i) as of and for
the year ended December 31, 2009, reported on by Deloitte & Touche LLP,
independent public accountants, and (ii) as of the most recent quarter ended
prior to the Effective Date for which unaudited financial statements were
available, certified by its principal accounting officer.  Such
financial statements present fairly, in all material respects, the financial
position and results of operations and cash flows of the Borrower and its
consolidated Subsidiaries as of such dates and for such periods in accordance
with GAAP, subject to year end audit adjustments and the absence of footnotes in
the case of the statements referred to in clause (ii) above.

       

      (b) Since
December 31, 2009, there has been no development or event which has had or could
reasonably be expected to have a Material Adverse Effect except as disclosed
prior to the Effective Date (i) in writing to the Lenders, or (ii) in any public
filing with the Securities and Exchange Commission.

       

      SECTION
3.5 Properties.

       

      (a) Each of
the Borrower and its Subsidiaries has good title to, or valid leasehold
interests in, all its real and personal property material to its business,
except for minor defects in title that do not interfere with its ability to
conduct its business as currently conducted or to utilize such properties for
their intended purposes.

       

      (b) Each of
the Borrower and its Subsidiaries owns, or is licensed to use, all trademarks,
service marks, trade names, copyrights, patents, patent rights, franchise,
licenses and other intellectual property (collectively, “IP Rights”) material
to its business, and the use thereof by the Borrower and its Subsidiaries does
not infringe upon the rights of any other Person, except for any such
infringements that, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.

       

      SECTION
3.6 Litigation and Environmental
Matters.

       

      (a) There are
no actions, suits, investigations or proceedings by or before any arbitrator or
Governmental Authority pending against or, to the knowledge of the Borrower,
threatened against or affecting the Borrower or any of its Subsidiaries (i) as
to which there is a reasonable possibility of an adverse determination and that,
if adversely determined, could reasonably be expected, individually or in the
aggregate, to result in a Material Adverse Effect (other than the Disclosed
Matters) or (ii) that involve this Agreement, any other Loan Document or the
Transactions.

       

      (b) Except
for the Disclosed Matters and except with respect to any other matters that,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries (i)
has failed to comply with any Environmental Law or to obtain, maintain or comply
with any permit, license or other approval required under any Environmental Law,
(ii) has become subject to any Environmental Liability, (iii) has received
notice of any claim with respect to any Environmental Liability or (iv) knows of
any basis for any Environmental Liability.

      
        
          
          

        

        
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      (c) Since the
date of this Agreement, there has been no change in the status of the Disclosed
Matters that, individually or in the aggregate, has resulted in, or materially
increased the likelihood of, a Material Adverse Effect.

       

      SECTION
3.7 Compliance with Laws and
Agreements.  Each of the Borrower and its Subsidiaries is in
compliance with all laws, regulations and orders of any Governmental Authority
applicable to it or its property and all indentures, agreements and other
instruments binding upon it or its property, except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect.  No Default has occurred and is
continuing.

       

      SECTION
3.8 Investment Company
Status.  Neither the Borrower nor any of its Subsidiaries is an
“investment company” as defined in, or subject to regulation under, the
Investment Company Act of 1940.

       

      SECTION
3.9 Taxes.  Each
of the Borrower and its Subsidiaries has timely filed or caused to be filed all
Tax returns and reports required to have been filed and has paid or caused to be
paid all Taxes required to have been paid by it, except (a) Taxes that are being
contested in good faith by appropriate proceedings and for which the Borrower or
such Subsidiary, as applicable, has set aside on its books adequate reserves or
(b) to the extent that the failure to do so could not reasonably be expected to
result in a Material Adverse Effect.

       

      SECTION
3.10 ERISA.  No
ERISA Event has occurred or is reasonably expected to occur that, when taken
together with all other such ERISA Events for which liability is reasonably
expected to occur, could reasonably be expected to result in a Material Adverse
Effect.  The present value of all accumulated benefit obligations
under each Plan (based on the assumptions used for purposes of Statements of
Financial Accounting Standards No. 87 and No. 132) did not, as of the date of
the most recent financial statements reflecting such amounts, exceed by more
than $90,000,000 the fair market value of the assets of such Plan, and the
present value of all accumulated benefit obligations of all underfunded Plans
(based on the assumptions used for purposes of Statements of Financial
Accounting Standards No. 87 and No. 132) did not, as of the date of the most
recent financial statements reflecting such amounts, exceed by more than
$90,000,000 the fair market value of the assets of all such underfunded
Plans.

       

      SECTION
3.11 Federal
Regulations.  No part of the proceeds of any Loans hereunder
will be used, directly or indirectly, for “buying” or “carrying” any “margin
stock” within the respective meanings of each of the quoted terms under
Regulation U of the Board as now and from time to time hereafter in effect which
violates, or which would be inconsistent with, the provisions of the Regulations
of such Board.

       

      SECTION
3.12 Disclosure.  The
Borrower has disclosed to the Lenders all agreements, instruments and corporate
or other restrictions to which it or any of its Subsidiaries is subject, and all
other matters known to it, that, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect.  None
of the reports, financial statements, certificates or other information
furnished by or on behalf of the Borrower to the Administrative Agent or any
Lender in connection with the negotiation of this Agreement or the other Loan
Documents or delivered hereunder or under any other Loan Document (as modified
or supplemented by other information so furnished) contains any material
misstatement of fact or omits to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided that, with
respect to projected financial information, the Borrower represents only that
such information was prepared in good faith based upon assumptions believed to
be reasonable at the time.

      
        
          
          

        

        
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      SECTION
3.13 Insurance.  The
properties of the Borrower and its Subsidiaries are insured with financially
sound and reputable insurance companies not Affiliates of the Borrower, in such
amounts, with such deductibles and covering such risks as are customarily
carried by companies engaged in similar businesses and owning similar properties
in localities where the Borrower or the applicable Subsidiary
operates.

       

      SECTION
3.14 Subsidiaries; Equity
Interests.  As of the date  hereof the Borrower has
no Domestic Subsidiaries other than those specifically disclosed in Schedule
3.14.  As of the date hereof, BorgWarner Foundation is a
non-profit foundation qualified under Section 501(c)(3) of the
Code.

       

       

      ARTICLE
IV


       

       

      CONDITIONS

       

      SECTION
4.1 Effective
Date.  The obligations of the Lenders to make Loans and of the
Issuing Bank to issue Letters of Credit hereunder shall not become effective
until the date on which each of the following conditions is satisfied (or waived
in accordance with Section 9.2):

       

      (a) The
Administrative Agent (or its counsel) shall have received from each party hereto
or thereto either (i) a counterpart of this Agreement and the Guaranty signed on
behalf of such party or (ii) written evidence satisfactory to the Administrative
Agent (which may include telecopy transmission of a signed signature page of
this Agreement) that such party has signed a counterpart of this Agreement or
the Guaranty, as applicable.

       

      (b) The
Existing Credit Agreement (including the commitments thereunder) shall have been
terminated, all amounts owed thereunder shall have been paid, and any Lien
securing any amount owed thereunder shall have been released.

       

      (c) The
Administrative Agent shall have received a favorable written opinion (addressed
to the Administrative Agent and the Lenders and dated the Effective Date) of
counsel (including any applicable local counsel) for the Borrower and each
Guarantor, substantially in the form of Exhibit B, and
covering such other matters relating to the Borrower, such Guarantor, this
Agreement, any other Loan Document or the Transactions as the Required Lenders
shall reasonably request.  The Borrower hereby requests such counsel
to deliver such opinion.

      
        
          
          

        

        
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      (d) The
Administrative Agent shall have received all government and third party
approvals necessary or, in the discretion of the Administrative Agent, advisable
in connection with the financing contemplated hereby.

       

      (e) The
Administrative Agent shall have received such documents and certificates as the
Administrative Agent or its counsel may reasonably request relating to the
organization, existence and good standing of the Borrower and each Guarantor,
the authorization of the Transactions and any other legal matters relating to
the Borrower, each Guarantor, this Agreement or the Transactions, all in form
and substance satisfactory to the Administrative Agent and its
counsel.

       

      (f) The
Administrative Agent shall have received a certificate, dated the Effective Date
and signed by a Responsible Officer of the Borrower, confirming (i) compliance
with the conditions set forth in paragraphs (a) and (b) of Section 4.2 and (ii)
that since December 31, 2009 no event or condition has occurred that has had or
could reasonably be expected to have a Material Adverse Effect.

       

      (g) The
Lenders, the Administrative Agent and the Joint Lead Arrangers shall have
received all fees and other amounts due and payable on or prior to the Effective
Date, whether pursuant to this Agreement, any Fee Letter or otherwise,
including, to the extent invoiced, reimbursement or payment of all reasonable
out of pocket expenses required to be reimbursed or paid by the Borrower
hereunder.

       

      (h) The
Borrower shall have made available to the Lenders and the Administrative Agent,
including through electronic transmission (i) audited consolidated financial
statements of the Borrower for the two most recent fiscal years ended prior to
the Effective Date as to which such financial statements are available and (ii)
unaudited interim consolidated financial statements of the Borrower for each
quarterly period ended subsequent to the date of the latest financial statements
made available pursuant to clause (i) of this paragraph as to which such
financial statements are available.

       

      The
Administrative Agent shall notify the Borrower and the Lenders of the Effective
Date, and such notice shall be conclusive and
binding.  Notwithstanding the foregoing, the obligations of the
Lenders to make Loans and of the Issuing Bank to issue Letters of Credit
hereunder shall not become effective unless each of the foregoing conditions is
satisfied (or waived pursuant to Section
9.2).

      


      SECTION
4.2 Each Credit
Event.  The obligation of each Lender to make a Loan on the
occasion of any Borrowing, and of the Issuing Bank to issue, amend, renew or
extend any Letter of Credit, is subject to the satisfaction of the following
conditions:

       

      (a) The
representations and warranties of the Borrower set forth in this Agreement and
of each Loan Party contained in each of the other Loan Documents shall be true
and correct in all material respects (provided that any representation and
warranty that is qualified by materiality or by reference to Material Adverse
Effect shall be true, correct and complete in all respects) on and as of the
date of such Borrowing or the date of issuance, amendment, renewal or extension
of such Letter of Credit, as applicable, except that for purposes of this Section 4.2, the
representations and warranties contained in Section 3.4(a) shall
be deemed to refer to the most recent annual and quarterly financial statements
furnished pursuant to Sections 5.1(a) and
(b),
respectively.

      
        
          
          

        

        
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      (b) At the
time of and immediately after giving effect to such Borrowing or the issuance,
amendment, renewal or extension of such Letter of Credit, as applicable, no
Default shall have occurred and be continuing.

       

      (c) The
Administrative Agent and, if applicable, the Issuing Bank or the Swingline
Lender shall have received a Request for Credit Extension in accordance with the
requirements hereof.

       

      (d) In the
case of a Borrowing to be denominated in an Alternative Currency, there shall
not have occurred any change in national or international financial, political
or economic conditions or currency exchange rates or exchange controls which, in
the reasonable opinion of the Administrative Agent or the Required Lenders,
would make it impracticable for such Borrowing to be denominated in the relevant
Alternative Currency.

       

      Each
Borrowing and each issuance, amendment, renewal or extension of a Letter of
Credit shall be deemed to constitute a representation and warranty by the
Borrower on the date thereof as to the matters specified in paragraphs (a) and
(b) of this Section.

      


       

      ARTICLE
V

       

       

      AFFIRMATIVE
COVENANTS

       

      Until the
Commitments have expired or been terminated and the principal of and interest on
each Loan and all fees and other Obligations payable hereunder and under the
other Loan Documents shall have been paid in full and all Letters of Credit
shall have expired or terminated and all LC Disbursements shall have been
reimbursed, the Borrower covenants and agrees with the Lenders
that:

       

      SECTION
5.1 Financial Statements and
Other Information.  The Borrower will furnish to the
Administrative Agent and each Lender:

       

      (a) within 75
days after the end of each fiscal year of the Borrower, its audited consolidated
balance sheet and related statements of operations, stockholders’ equity and
cash flows as of the end of and for such year, setting forth in each case in
comparative form the figures for the previous fiscal year, all reported on by
Deloitte & Touche LLP, PricewaterhouseCoopers LLP, or other independent
public accountants of recognized national standing (without a “going concern” or
like qualification or exception and without any qualification or exception as to
the scope of such audit) to the effect that such consolidated financial
statements present fairly in all material respects the financial condition and
results of operations of the Borrower and its consolidated Subsidiaries on a
consolidated basis in accordance with GAAP consistently applied;

       

      (b) within 45
days after the end of each of the first three fiscal quarters of each fiscal
year of the Borrower, its consolidated balance sheet and related statements of
operations, stockholders’ equity and cash flows as of the end of and for such
fiscal quarter and the then elapsed portion of the fiscal year, setting forth in
each case in comparative form the figures for the corresponding period or
periods of (or, in the case of the balance sheet, as of the end of) the previous
fiscal year, all certified by one of its Financial Officers as presenting fairly
in all material respects the financial condition and results of operations of
the Borrower and its consolidated Subsidiaries on a consolidated basis in
accordance with GAAP consistently applied, subject to normal year-end audit
adjustments and the absence of footnotes;

      
        
          
          

        

        
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      (c) concurrently
with any delivery of financial statements under clause (a) or (b) above, a
certificate of a Financial Officer of the Borrower (i) certifying as to whether
a Default has occurred and, if a Default has occurred, specifying the details
thereof and any action taken or proposed to be taken with respect thereto, (ii)
setting forth reasonably detailed calculations demonstrating compliance with
Section 6.1 and
(iii) stating whether any change in GAAP or in the application thereof has
occurred since the date of the audited financial statements referred to in Section 3.4 and, if
any such change has occurred, specifying the effect of such change on the
financial statements accompanying such certificate;

       

      (d) concurrently
with any delivery of financial statements under clause (a) above, a certificate
of the accounting firm that reported on such financial statements stating
whether they obtained knowledge during the course of their examination of such
financial statements of any Default (which certificate may be limited to the
extent required by accounting rules or guidelines);

       

      (e) promptly
after the same become publicly available, copies of all periodic and other
financial reports, proxy statements and other financial materials filed by the
Borrower or any Subsidiary with the Securities and Exchange Commission, or any
Governmental Authority succeeding to any or all of the functions of said
Commission, or with any national securities exchange, or distributed by the
Borrower to its shareholders generally, as the case may be; and

       

      (f) promptly
following any request therefor, such other information regarding the operations,
business affairs and financial condition of the Borrower or any Subsidiary, or
compliance with the terms of this Agreement or any other Loan Document, as the
Administrative Agent or any Lender may reasonably request.

       

      Documents
required to be delivered pursuant to Section 5.1(a), (b) or (e) (to the extent
any such documents are included in materials otherwise filed with the Securities
and Exchange Commission, or any Governmental Authority succeeding to any or all
of the functions of said Commission) may be delivered electronically and if so
delivered, shall be deemed to have been delivered on the date (i) on which the
Borrower posts such documents, or provides a link thereto on the Borrower’s
website on the Internet at the website address listed on Schedule 9.1; or (ii)
on which such documents are posted on the Borrower’s behalf on an Internet or
intranet website, if any, to which each Lender and the Administrative Agent have
access (whether a commercial, third-party website or whether sponsored by the
Administrative Agent); provided that the
Borrower shall notify the Administrative Agent (by telecopier or electronic
mail) of the posting of any such documents and provide to the Administrative
Agent by electronic mail electronic versions (i.e., soft copies) of
such documents.  The Administrative Agent shall have no obligation to
request the delivery of or to maintain paper copies of the documents referred to
above, and in any event shall have no responsibility to monitor compliance by
the Borrower with any such delivery, and each Lender shall be solely responsible
for maintaining its own copies of such documents.

      
        
          
          

        

        
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      The
Borrower hereby acknowledges that (a) the Administrative Agent and/or one or
more of the Joint Lead Arrangers will make available to the Lenders and the
Issuing Bank materials and/or information provided by or on behalf of the
Borrower hereunder (collectively, “Borrower Materials”)
by posting the Borrower Materials on IntraLinks or another similar electronic
system (the “Platform”) and (b)
certain of the Lenders (each, a “Public Lender”) may
have personnel who do not wish to receive material non-public information with
respect to the Borrower or its Affiliates, or the respective securities of any
of the foregoing, and who may be engaged in investment and other market-related
activities with respect to such Persons’ securities.  The Borrower
hereby agrees that it will use commercially reasonable efforts to identify that
portion of the Borrower Materials that may be distributed to the Public Lenders
and that (w) all such Borrower Materials 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 Borrower Materials
“PUBLIC,” the Borrower shall be deemed to have authorized the Administrative
Agent, the Joint Lead Arrangers, the Issuing Bank and the Lenders to treat such
Borrower Materials as not containing any material non-public information
(although it may be sensitive and proprietary) with respect to the Borrower or
its securities for purposes of United States Federal and state securities laws
(provided, however, that to the extent such Borrower Materials constitute
Information, they shall be treated as set forth in Section 9.12); (y)
all Borrower Materials marked “PUBLIC” are permitted to be made available
through a portion of the Platform designated “Public Side Information;” and (z)
the Administrative Agent and the Arranger shall be entitled to treat any
Borrower Materials that are not marked “PUBLIC” as being suitable only for
posting on a portion of the Platform not designated “Public Side
Information.”  Notwithstanding the foregoing, the Borrower shall be
under no obligation to mark any Borrower Materials “PUBLIC”.

       

      SECTION
5.2 Notices of Material
Events.  The Borrower will furnish to the Administrative Agent
and each Lender prompt written notice of the following:

       

      (a) the
occurrence of any Default;

       

      (b) the
filing or commencement of any action, suit or proceeding by or before any
arbitrator or Governmental Authority against or affecting the Borrower or any
Affiliate thereof that could reasonably be expected to result in a Material
Adverse Effect;

       

      (c) the
occurrence of any ERISA Event that, alone or together with any other ERISA
Events that have occurred, could reasonably be expected to result in a Material
Adverse Effect;

       

      (d) any other
development that results in, or could reasonably be expected to result in, a
Material Adverse Effect; and

       

      (e) any
change in the rating of any Index Debt by any Rating Agency.

      
        
          
          

        

        
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      Each
notice delivered under this Section shall be accompanied by a statement of a
Responsible Officer of the Borrower setting forth the details of the event or
development requiring such notice and any action taken or proposed to be taken
with respect thereto.

      


      SECTION
5.3 Existence; Conduct of
Business.  The Borrower will, and will cause each of its
Subsidiaries to, do or cause to be done all things necessary to preserve, renew
and keep in full force and effect its legal existence and the rights, licenses,
permits, privileges and franchises material to the conduct of its business;
provided that
the foregoing shall not prohibit any merger, consolidation, liquidation or
dissolution permitted under Section
6.3.

       

      SECTION
5.4 Payment of
Obligations.  The Borrower will, and will cause each of its
Subsidiaries to, pay its obligations, including Tax liabilities, that, if not
paid, could result in a Material Adverse Effect before the same shall become
delinquent or in default, except where (a) the validity or amount thereof is
being contested in good faith by appropriate proceedings, (b) the Borrower or
such Subsidiary has set aside on its books adequate reserves with respect
thereto in accordance with GAAP and (c) the failure to make payment pending such
contest could not reasonably be expected to result in a Material Adverse
Effect.

       

      SECTION
5.5 Maintenance of Properties;
Insurance.  The Borrower will, and will cause each of its
Subsidiaries to, (a) keep and maintain all property material to the conduct of
its business in good working order and condition, ordinary wear and tear
excepted, and (b) maintain, with financially sound and reputable insurance
companies, insurance in such amounts and against such risks as are customarily
maintained by companies engaged in the same or similar businesses operating in
the same or similar locations.

       

      SECTION
5.6 Books and Records;
Inspection Rights.  The Borrower will, and will cause each of
its Subsidiaries to, keep proper books of record and account in which full, true
and correct entries are made of all dealings and transactions in relation to its
business and activities.  The Borrower will, and will cause each of
its Subsidiaries to, permit any representatives designated by the Administrative
Agent or any Lender, upon reasonable prior notice, to visit and inspect its
properties, to examine and make extracts from its books and records, and to
discuss its affairs, finances and condition with its officers and independent
accountants, all at such reasonable times and as often as reasonably
requested.

       

      SECTION
5.7 Compliance with
Laws.  The Borrower will, and will cause each of its
Subsidiaries to, comply with all laws, rules, regulations and orders of any
Governmental Authority applicable to it or its property, except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.

       

      SECTION
5.8 Use of Proceeds and Letters
of Credit.  The proceeds of the Loans will be used for general
corporate purposes of the Borrower and its Subsidiaries, including, without
limitation, to refinance Indebtedness under the Existing Credit Agreement,
repurchase the Borrower’s Capital Stock and debentures, to finance investments,
Capital Expenditures and acquisitions and to provide working capital to the
Borrower and its Subsidiaries.  No part of the proceeds of any Loan
will be used, whether directly or indirectly, for any purpose that entails a
violation of any of the Regulations of the Board, including Regulations U and
X.

      
        
          
          

        

        
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      SECTION
5.9 Covenant to Guarantee
Obligations.

       

      (a) Upon the
formation or acquisition of any new direct or indirect Domestic Subsidiary
(other than a Receivables Corporation) by any Loan Party, the Borrower will, and
will cause each of its Subsidiaries to, at the Borrower’s sole
expense:

       

      (i) within 10
days after such formation or acquisition, cause such Domestic Subsidiary, and
cause each direct and indirect parent of such Domestic Subsidiary (if it has not
already done so), to duly execute and deliver to the Administrative Agent a
joinder to the Guaranty, substantially in the form of Exhibit A to the Guaranty
(or such other form as may be agreed to by the Administrative Agent and the
Borrower), guaranteeing the other Loan Parties’ obligations under the Loan
Documents,

       

      (ii) within 60
days after such formation or acquisition, deliver to the Administrative Agent,
upon the request of the Administrative Agent in its sole discretion, a signed
copy of a favorable opinion, addressed to the Administrative Agent and the
Lenders, of counsel for the Loan Parties acceptable to the Administrative Agent
as to the matters contained in clause (i) above, and as to such other matters as
the Administrative Agent may reasonably request;

       

      Each of
the time periods provided in subparts (i) and (ii) above may be extended by up
to 45 days by the Administrative Agent, acting alone in its sole discretion,
without any vote or consent of the Lenders pursuant to Section 9.2 or
otherwise.

      


      (b) If, at
any time, BorgWarner Foundation shall cease to be a non-profit foundation under
Section 501(c)(3) of the Code, the Borrower will, and will cause each of its
Subsidiaries to, at the Borrower’s sole expense:

       

      (i) within 10
days of such event, cause BorgWarner Foundation to duly execute and deliver to
the Administrative Agent a joinder to the Guaranty, substantially in the form of
Exhibit A to the Guaranty (or such other form as may be agreed to by the
Administrative Agent and the Borrower), guaranteeing the other Loan Parties’
obligations under the Loan Documents,

       

      (ii) within 60
days of such event, deliver to the Administrative Agent, upon the request of the
Administrative Agent in its sole discretion, a signed copy of a favorable
opinion, addressed to the Administrative Agent and the Lenders, of counsel for
the Loan Parties acceptable to the Administrative Agent as to the matters
contained in clause (i) above, and as to such other matters as the
Administrative Agent may reasonably request.

       

      SECTION
5.10 Further
Assurances.  Promptly upon request by the Administrative Agent,
or any Lender through the Administrative Agent, the Borrower will, and will
cause each of its Subsidiaries to, (a) correct any material defect or error that
may be discovered in any Loan Document or in the execution, acknowledgment,
filing or recordation thereof, and (b) do, execute, acknowledge, deliver,
record, re-record, file, re-file, register and re-register any and all such
further acts, deeds, certificates, assurances and other instruments as the
Administrative Agent, or any Lender through the Administrative Agent, may
reasonably require from time to time in order to (i) carry out more effectively
the purposes of the Loan Documents, and (ii) assure, convey, grant, assign,
transfer, preserve, protect and confirm more effectively unto the Secured
Parties the rights granted or now or hereafter intended to be granted to the
Secured Parties under any Loan Document or under any other instrument executed
in connection with any Loan Document to which any Loan Party or any of its
subsidiaries is or is to be a party, and cause each of its Subsidiaries to do
so.

      
        
          
          

        

        
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      ARTICLE
VI


       

       

      NEGATIVE
COVENANTS

       

      Until the
Commitments have expired or terminated and the principal of and interest on each
Loan and all fees and other Obligations payable hereunder and under the other
Loan Documents have been paid in full and all Letters of Credit have expired or
terminated and all LC Disbursements shall have been reimbursed, the Borrower
covenants and agrees with the Lenders that:

       

      SECTION
6.1 Financial
Covenants.

       

      (a) Leverage
Ratio.  The Borrower will not permit the Leverage Ratio as at
the last day of any period of four consecutive fiscal quarters of the Borrower
set forth below to be greater than the ratio set forth below opposite such
period:

       

      
        	 
      	
                 

                Four Fiscal Quarters
      Ending

              	
                 

                Maximum Consolidated
      Leverage Ratio

              
	 
      	
                March
      31, 2010, June 30, 2010,
      and

                September
      30, 2010

              	
                 

                3.25
      to 1.00

              
	 
      	
                December
      31, 2010 and thereafter

              	
                3.00
      to 1.00

              


      

      


      (b) Consolidated Net
Worth.  The Borrower will not permit Consolidated Net Worth at
any time to be less than the sum of (i) 80% of Consolidated Net Worth of the
Borrower as of December 31, 2009, (ii) 25% of cumulative Consolidated Net Income
for each fiscal quarter of the Borrower (beginning with the fiscal quarter
ending March 31, 2010) for which Consolidated Net Income is positive and (iii)
100% of the Net Cash Proceeds of any common Equity Interests issued by the
Borrower after the Effective Date.

       

      (c) Consolidated Interest
Coverage Ratio.  The Borrower will not permit the Consolidated
Interest Coverage Ratio as at the last day of any period of four consecutive
fiscal quarters of the Borrower to be less than 4.00 to 1.00.

       

      SECTION
6.2 Liens.  The
Borrower will not, and will not permit any Subsidiary to, create, incur, assume
or permit to exist any Lien on any property or asset now owned or hereafter
acquired by it, or assign or sell any income or revenues (including accounts
receivable) or rights in respect of any thereof, except:

       

      (a) Permitted
Encumbrances;

      
        
          
          

        

        
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      (b) any Lien
on any property or asset of the Borrower or any Subsidiary existing on the date
hereof and set forth in Schedule 6.2 (but
excluding any Liens in connection with a Receivables Facility, which are
exclusively addressed in Section 6.2(g)
below); provided that (i)
such Lien shall not apply to any other property or asset of the Borrower or any
Subsidiary and (ii) such Lien shall secure only those obligations which it
secures on the date hereof and extensions, renewals and replacements thereof
that do not increase the outstanding principal amount thereof;

       

      (c) any Lien
existing on any property or asset prior to the acquisition thereof by the
Borrower or any Subsidiary or existing on any property or asset of any Person
that becomes a Subsidiary after the date hereof prior to the time such Person
becomes a Subsidiary; provided that (i)
such Lien is not created in contemplation of or in connection with such
acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such
Lien shall not apply to any other property or assets of the Borrower or any
Subsidiary and (iii) such Lien shall secure only those obligations which it
secures on the date of such acquisition or the date such Person becomes a
Subsidiary, as the case may be and extensions, renewals and replacements thereof
that do not increase the outstanding principal amount thereof;

       

      (d) Liens on
fixed or capital assets acquired, constructed or improved by the Borrower or any
Subsidiary; provided that (i)
such security interests secure Indebtedness having an aggregate principal amount
not exceeding $75,000,000 at any time outstanding, (ii) such security interests
and the Indebtedness secured thereby are incurred prior to or within 90 days
after such acquisition or the completion of such construction or improvement,
(iii) the Indebtedness secured thereby does not exceed 100% of the cost of
acquiring, constructing or improving such fixed or capital assets and (iv) such
security interests shall not apply to any other property or assets of the
Borrower or any Subsidiary;

       

      (e) Liens
(not otherwise permitted hereunder) which secure Indebtedness of the Borrower;
provided that
the aggregate principal amount of Indebtedness secured by such Liens at any time
outstanding shall not exceed 5% of Consolidated Tangible Assets as reflected in
the most recent annual audited consolidated financial statements delivered
pursuant to Section
4.1(h) or 5.1(a), as
applicable;

       

      (f) Liens on
assets of Foreign Subsidiaries (not otherwise permitted hereunder) which secure
Indebtedness of Foreign Subsidiaries which is not guaranteed by the Borrower or
any Guarantor; provided that the
aggregate outstanding principal amount of Indebtedness secured by such Liens
shall not exceed $250,000,000 at any time outstanding;

       

      (g) Liens
which may arise in connection with a Receivables Facility; provided that (i)
with respect to any Receivables Facility described in subpart (b) of the
definition thereof, no such Lien shall apply to any asset of the Borrower or any
Guarantor, and (ii) with respect to any Receivables Facility described in
subpart (a) of the definition thereof, any such Lien (A) shall only apply to
accounts receivable of the Borrower or any applicable Subsidiary purported to be
transferred to a Receivables Corporation in accordance with the applicable
Receivables Facility, and to such assets supporting the obligations under such
transferred accounts receivable as are reasonably required to be subject to such
Lien pursuant to the terms of such Receivables Facility (but in no event shall
apply either (x) to any machinery or equipment of the Borrower or any Guarantor
or (y) to any inventory or goods of the Borrower or any Guarantor that have not
been sold or transferred and given rise to an account receivable transferred to
a Receivables Corporation pursuant to the applicable Receivables Facility) and
(B) shall secure only obligations not in excess of the maximum outstanding
amount of Receivables Facilities permitted pursuant to the definition of
“Receivables Facility” herein; and

      
        
          
          

        

        
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      (h) Liens
pursuant to any Loan Document.

       

      SECTION
6.3 Fundamental
Changes.  The Borrower will not, and will not permit any
Subsidiary to, merge into or consolidate with any other Person, or permit any
other Person to merge into or consolidate with it, or sell, transfer, lease or
otherwise dispose of (in one transaction or in a series of transactions) all or
substantially all of its assets, or all or substantially all of the stock of any
of its Subsidiaries (in each case, whether now owned or hereafter acquired), or
liquidate or dissolve, except that, if at the time thereof and immediately after
giving effect thereto no Default shall have occurred and be continuing (a) any
Subsidiary may merge into the Borrower in a transaction in which the Borrower is
the surviving corporation, (b) any Subsidiary may merge into any wholly-owned
Subsidiary in a transaction in which the surviving entity is a Subsidiary; provided that if a
Loan Party is a party to such transaction, the surviving entity is a Loan Party,
(c) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets
to the Borrower or to another wholly-owned Subsidiary; provided that if the
transferor of such property is a Loan Party, the transferee thereof must be a
Loan Party, (d) any Subsidiary may liquidate or dissolve if the Borrower
determines in good faith that such liquidation or dissolution is in the best
interests of the Borrower and is not materially disadvantageous to the Lenders
and (e) any Subsidiary may sell, transfer or otherwise dispose of all or
substantially all of the stock or assets of any of its Foreign Subsidiaries so
long as such sale, transfer or disposition is for fair market value and is not
otherwise prohibited under Section
6.6.

       

      SECTION
6.4 Third Party
Guarantees.  The Borrower will not, and will not permit any of
its Subsidiaries to, deliver or provide Guarantees in respect of obligations of
unconsolidated joint ventures or other Persons not constituting Subsidiaries in
an aggregate amount exceeding $75,000,000 at any time.

       

      SECTION
6.5 Restriction on Owning
Principal Property.  The Borrower will not, and will not permit
any Guarantor that does not own Principal Property on the date hereof (including
any Subsidiary formed or acquired after the date hereof) to, own or acquire any
Principal Property.

       

      SECTION
6.6 Certain
Dispositions.  The Borrower will not, and will not permit any
of its Subsidiaries to, make any Disposition, or enter into any agreement to
make any Disposition (including, without limitation, by way of the sale of the
stock of any of the Subsidiaries of the Borrower that own or possess IP Rights),
except:

       

      (a) Dispositions
of obsolete or worn out property, whether now owned or hereafter acquired, in
the ordinary course of business;

       

      (b) Dispositions
of inventory in the ordinary course of business;

      
        
          
          

        

        
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      (c) Dispositions
of equipment to the extent that (i) such property is exchanged for credit
against the purchase price of similar replacement property or (ii) the proceeds
of such Disposition are reasonably promptly applied to the purchase price of
such replacement property;

       

      (d) Dispositions
of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary;
provided that
if the transferor of such property is a Guarantor, the transferee thereof must
either be the Borrower or a Guarantor;

       

      (e) Dispositions
permitted by clauses (a) through (d) of Section
6.3;

       

      (f) licenses
of IP Rights in the ordinary course of business and substantially consistent
with past practice for terms not exceeding five years;

       

      (g) Dispositions
of accounts receivable and assets supporting the obligations under such
transferred accounts receivable as are reasonably required to be Disposed of
pursuant to the terms of any Receivables Facility of the Borrower or any
applicable Subsidiary in accordance with the terms of such Receivables Facility
(provided that in no event shall this clause (g) permit the Disposition of (x)
any machinery or equipment of the Borrower or any Guarantor or (y) to any
inventory or goods of the Borrower or any Guarantor that have not been sold or
transferred and given rise to an account receivable transferred pursuant to the
applicable Receivables Facility); and

       

      (h) Dispositions
by the Borrower and its Subsidiaries not otherwise permitted under this Section 6.6; provided that (i) at
the time of such Disposition, no Default shall exist or would result from such
Disposition and (ii) the aggregate book value of all property Disposed of in
reliance on this clause (h) in any fiscal year shall not exceed 7.5% of the
Consolidated Tangible Assets as reflected in the most recent annual audited
consolidated financial statements delivered pursuant to Section 4.1(h) or
5.1(a), as
applicable;

       

      provided, however, that any
Disposition pursuant to this Section 6.6 shall be
for fair market value.

      


      SECTION
6.7 Burdensome
Agreements.  The Borrower will not, and will not permit any of
its Subsidiaries to, enter into any Contractual Obligation (other than this
Agreement or any other Loan Document) that (a) limits the ability of the
Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on
property of such Person; provided, however, that this clause (a) shall not
prohibit any negative pledge incurred or provided in favor of any holder of
Indebtedness permitted under Section 6.2(d) solely
to the extent any such negative pledge relates to the property financed by or
the subject of such Indebtedness; or (b) requires the grant of a Lien to secure
an obligation of such Person if a Lien is granted to secure another obligation
of such Person.

       

      SECTION
6.8 Material
Indebtedness.  The Borrower will not, and will not permit any
of its Subsidiaries to, amend, modify or change in any manner any term or
condition of any Material Indebtedness to the extent such amendment,
modification or change could reasonably be expected to be materially adverse to
the interests of the Lenders under the Loan Documents.

      
        
          
          

        

        
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      SECTION
6.9 Receivables
Corporation.  The Borrower will not at any time permit any
Receivables Corporation (a) to own or hold any assets, or conduct any
operations, other than those reasonably necessary to comply with the terms of a
permitted Receivables Facility that is described in subpart (a) of such
definition and to which such Receivables Corporation is a party, or (b) to
incur, assume or suffer to exist any Indebtedness other than Indebtedness under
a permitted Receivables Facility described in subpart (a) of such definition
with aggregate outstandings at no time exceeding the maximum amounts set forth
in such definition.

       

       

      ARTICLE
VII

       

       

      EVENTS OF
DEFAULT

       

      SECTION
7.1 Events of
Default.  Any of the following events (“Events of Default”)
shall constitute an Event of Default:

       

      (a) the
Borrower or any other Loan Party shall fail to pay any principal of any Loan or
any reimbursement obligation in respect of any LC Disbursement when and as the
same shall become due and payable, whether at the due date thereof or at a date
fixed for prepayment thereof or otherwise;

       

      (b) the
Borrower or any other Loan Party shall fail to pay any interest on any Loan or
any fee or any other amount (other than an amount referred to in clause (a) of
this Section) payable under this Agreement or any other Loan Document, when and
as the same shall become due and payable, and such failure shall continue
unremedied for a period of five days;

       

      (c) (i)           any
representation or warranty that is not qualified by materiality or reference to
Material Adverse Effect and is made or deemed made by or on behalf of the
Borrower or any Subsidiary in or in connection with this Agreement, any other
Loan Document or any amendment or modification hereof, or in any report,
certificate, financial statement or other document furnished pursuant to or in
connection with this Agreement, any other Loan Document or any amendment or
modification hereof, shall prove to have been incorrect in any material respect
when made or deemed made; or

       

      (ii)           any
representation or warranty that is qualified by materiality or reference to
Material Adverse Effect and is made or deemed made by or on behalf of the
Borrower or any Subsidiary in or in connection with this Agreement, any other
Loan Document or any amendment or modification hereof, or in any report,
certificate, financial statement or other document furnished pursuant to or in
connection with this Agreement, any other Loan Document or any amendment or
modification hereof, shall prove to have been incorrect in any respect when made
or deemed made;

       

      (d) the
Borrower shall fail to observe or perform any covenant, condition or agreement
contained in Section
5.2, 5.3
(with respect to the Borrower’s existence), 5.8, 5.9, or 5.10 or in Article
VI;

      
        
          
          

        

        
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      (e) the
Borrower or any other Loan Party shall fail to observe or perform any covenant,
condition or agreement contained in this Agreement (other than those specified
in clause (a), (b) or (d) of this Section) or in any other Loan Document, and
such failure shall continue unremedied for a period of 30 days after notice
thereof from the Administrative Agent (given at the request of any Lender) to
the Borrower;

       

      (f) the
Borrower or any Subsidiary shall fail to make any payment (whether of principal
or interest and regardless of amount) in respect of any Material Indebtedness,
when and as the same shall become due and payable and such failure is not
remedied during the period of grace, if any, provided in the instrument or
agreement under which such Indebtedness was created;

       

      (g) any event
or condition occurs that results in any Material Indebtedness becoming due prior
to its scheduled maturity or that enables or permits (with or without the giving
of notice, the lapse of time or both) the holder or holders of any Material
Indebtedness or any trustee or agent on its or their behalf to cause any
Material Indebtedness to become due, or to require the prepayment, repurchase,
redemption or defeasance thereof, prior to its scheduled maturity; provided that this
clause (g) shall not apply to secured Indebtedness that becomes due as a result
of the voluntary sale or transfer of the property or assets securing such
Indebtedness;

       

      (h) an
involuntary proceeding shall be commenced or an involuntary petition shall be
filed seeking (i) liquidation, reorganization or other relief in respect of the
Borrower or any Subsidiary or its debts, or of a substantial part of its assets,
under any Federal, state or foreign bankruptcy, insolvency, receivership or
similar law now or hereafter in effect or (ii) the appointment of a receiver,
trustee, custodian, sequestrator, conservator or similar official for the
Borrower or any Subsidiary or for a substantial part of its assets, and, in any
such case, such proceeding or petition shall continue undismissed for 60 days or
an order or decree approving or ordering any of the foregoing shall be
entered;

       

      (i) the
Borrower or any Subsidiary shall (i) voluntarily commence any proceeding or file
any petition seeking liquidation, reorganization or other relief under any
Federal, state or foreign bankruptcy, insolvency, receivership or similar law
now or hereafter in effect, (ii) consent to the institution of, or fail to
contest in a timely and appropriate manner, any proceeding or petition described
in clause (h) of this Section, (iii) apply for or consent to the appointment of
a receiver, trustee, custodian, sequestrator, conservator or similar official
for the Borrower or any Subsidiary or for a substantial part of its assets, (iv)
file an answer admitting the material allegations of a petition filed against it
in any such proceeding, (v) make a general assignment for the benefit of
creditors or (vi) take any action for the purpose of effecting any of the
foregoing;

       

      (j) the
Borrower or any Subsidiary shall become unable, admit in writing or fail
generally to pay its debts as they become due;

       

      (k) (i) one
or more judgments for the payment of money in an aggregate amount in excess of
$75,000,000 shall be rendered against the Borrower, any Subsidiary or any
combination thereof (to the extent not covered by independent third-party
insurance as to which the insurer does not dispute coverage) or (ii) one or more
non-monetary final judgments that have, or could reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect shall be rendered
against the Borrower or any Subsidiary or any combination thereof and, in either
case, and the same shall remain undischarged for a period of 30 consecutive days
during which execution shall not be effectively stayed, or any action shall be
legally taken by a judgment creditor to attach or levy upon any assets of the
Borrower or any Subsidiary to enforce any such judgment;

      
        
          
          

        

        
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      (l) an ERISA
Event shall have occurred that, in the opinion of the Required Lenders, when
taken together with all other ERISA Events that have occurred, could reasonably
be expected to result in a Material Adverse Effect;

       

      (m) a Change
in Control shall occur; or

       

      (n) (i)           any
of this Agreement, the Guaranty (or any joinder thereto) or any of the
promissory notes from time to time requested pursuant to this Agreement, at any
time after its execution and delivery and for any reason other than as expressly
permitted hereunder or thereunder or satisfaction in full of all the
Obligations, either (A) ceases to be in full force and effect or (B) is
otherwise found to be invalid or unenforceable by a final, non-appealable
decision of court of competent jurisdiction; or

       

      (ii) any Loan
Party contests in any manner the validity or enforceability of any Loan
Document; or any Loan Party denies that it has any or further liability or
obligation under any Loan Document, or purports to revoke, terminate or rescind
any Loan Document (other than a revocation, termination or rescission that is
expressly permitted hereunder or thereunder or that occurs as a result of the
satisfaction in full of all of the Obligations).

       

      SECTION
7.2 Remedies Upon Event of
Default.  If any Event of Default occurs and is continuing, the
Administrative Agent shall, at the request of, or may, with the consent of, the
Required Lenders, by notice to the Borrower, take any or all of the following
actions, at the same or different times:

       

      (a) declare
the Commitment of each Lender to make Loans and any obligation of any Issuing
Bank to make LC Credit Extensions to be terminated, whereupon such Commitments
and obligations shall be terminated immediately;

       

      (b) declare
the unpaid principal amount of all outstanding Loans, all interest accrued and
unpaid thereon, and all other amounts owing or payable hereunder or under any
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 the Borrower;

       

      (c) require
that the Borrower Cash Collateralize the LC Exposures; and

       

      (d) exercise
on behalf of itself, the Lenders and the Issuing Banks all rights and remedies
available to it, the Lenders and the Issuing Banks under the Loan
Documents;

       

      provided that upon
the occurrence of an actual or deemed entry of an order for relief with respect
to the Borrower under the Bankruptcy Code of the United States, the obligation
of each Lender to make Loans and any obligation of any Issuing Bank to make LC
Credit Extensions shall automatically terminate, the unpaid principal amount of
all outstanding Loans and all interest and other amounts as aforesaid shall
automatically become due and payable, and the obligation of the Borrower to Cash
Collateralize the LC Exposures as aforesaid shall automatically become
effective, in each case without further act of the Administrative Agent or any
Lender.

      
        
          
          

        

        
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      SECTION
7.3 Application of
Funds.  After the exercise of remedies provided for in Section 7.2 (or after
the Loans have automatically become immediately due and payable and the LC
Exposures have automatically been required to be Cash Collateralized as set
forth in the proviso to Section 7.2), any
amounts received on account of the Obligations  shall, subject to the
provisions of Sections
2.21 and 2.22, be applied by
the 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 the
Administrative Agent) payable to the Administrative Agent in its capacity as
such;

      


      Second, to payment of
that portion of the Obligations arising under the Loan Documents constituting
fees, indemnities and other amounts (other than principal, interest and Letter
of Credit participation fees under Section 2.12(b))
payable to the Lenders and the Issuing Bank (including fees, charges and
disbursements of counsel to the respective Lenders and the Issuing Bank arising
under the Loan Documents and amounts payable under Sections 2.15, 2.16 and 2.17), ratably among
them in proportion to the respective amounts described in this clause Second payable to
them;

      


      Third, to payment of
that portion of the Obligations constituting accrued and unpaid Letter of Credit
participation fees under Section 2.12(b) and
interest on the Loans, LC Borrowings and other Obligations arising under the
Loan Documents, ratably among the Lenders and the Issuing Bank in proportion to
the respective amounts described in this clause Third payable to
them;

      


      Fourth, to payment of
that portion of the Obligations constituting unpaid principal of the Loans, LC
Borrowings and Obligations then owing under Secured Hedge Agreements and Secured
Cash Management Agreements, ratably among the Lenders, the Issuing Bank, the
Hedge Banks and the Cash Management Banks in proportion to the respective
amounts described in this clause Fourth held by
them;

      


      Fifth, to the
Administrative Agent for the account of the Issuing Bank, to Cash Collateralize
that portion of LC Exposures comprised of the aggregate undrawn amount of
Letters of Credit to the extent not otherwise Cash Collateralized by the
Borrower pursuant to Sections 2.5 and
2.21;
and

      


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

      
        
          
          

        

        
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      Subject
to Sections
2.5(c) and 2.21, amounts used to
Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to
clause Fifth
above shall be applied to satisfy drawings under such Letters of Credit as they
occur.  If any amount remains on deposit as Cash Collateral after all
Letters of Credit have either been fully drawn or expired, such remaining amount
shall be applied to the other Obligations, if any, in the order set forth
above.

      


      Notwithstanding
the foregoing, Obligations arising under Secured Cash Management Agreements and
Secured Hedge Agreements shall be excluded from the application described above
if either the Administrative Agent has not received written notice thereof,
together with such supporting documentation as the Administrative Agent may
request, from the applicable Cash Management Bank or Hedge Bank, as the case may
be.  Each Cash Management Bank or Hedge Bank not a party to the Credit
Agreement that has given the notice contemplated by the preceding sentence
shall, by such notice, be deemed to have acknowledged and accepted the
appointment of the Administrative Agent pursuant to the terms of Article VIII hereof
for itself and its Affiliates as if a “Lender” party hereto.

      


       

      ARTICLE
VIII


       

       

      THE
ADMINISTRATIVE AGENT

       

      SECTION
8.1 Appointment and
Authority.  Each of the Lenders and each Issuing Bank hereby
irrevocably appoints Bank of America to act on its behalf as the Administrative
Agent hereunder and under the other Loan Documents and authorizes the
Administrative Agent to take such actions on its behalf and to exercise such
powers as are delegated to the Administrative Agent by the terms hereof or
thereof, together with such actions and powers as are reasonably incidental
thereto.  The provisions of this Article are solely for the benefit of
the Administrative Agent, the Lenders and the Issuing Banks, and neither the
Borrower nor any other Loan Party shall have rights as a third party beneficiary
of any of such provisions.

       

      SECTION
8.2 Rights as a
Lender.  The Person serving as the 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 the
Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise
expressly indicated or unless the context otherwise requires, include the Person
serving as the 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 the Borrower or any
Subsidiary or other Affiliate thereof as if such Person were not the
Administrative Agent hereunder and without any duty to account therefor to the
Lenders.

       

      SECTION
8.3 Exculpatory
Provisions.  The 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, the
Administrative Agent:

       

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

      
        
          
          

        

        
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      (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 the Administrative Agent is required to
exercise as directed in writing by the Required Lenders (or such other number or
percentage of the Lenders as shall be expressly provided for herein or in the
other Loan Documents), provided that the
Administrative Agent shall not be required to take any action that, in its
opinion or the opinion of its counsel, may expose the 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 the Borrower or any of its Affiliates that is
communicated to or obtained by the Person serving as the Administrative Agent or
any of its Affiliates in any capacity.

       

      (d) The
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 Required Lenders (or such other
number or percentage of the Lenders as shall be necessary, or as the
Administrative Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Section 9.2 and Article VII) or (ii)
in the absence of its own gross negligence or willful misconduct.  The
Administrative Agent shall be deemed not to have knowledge of any Default unless
and until notice describing such Default is given to the Administrative Agent by
the Borrower, a Lender or an Issuing Bank.

       

      (e) The
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 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 Article IV or
elsewhere herein, other than to confirm receipt of items expressly required to
be delivered to the Administrative Agent.

       

      SECTION
8.4 Reliance by Administrative
Agent.  The 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.  The 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 a Loan, or the issuance of a Letter of
Credit, that by its terms must be fulfilled to the satisfaction of a Lender or
an Issuing Bank, the Administrative Agent may presume that such condition is
satisfactory to such Lender or such Issuing Bank unless the Administrative Agent
shall have received notice to the contrary from such Lender or such Issuing Bank
prior to the making of such Loan or the issuance of such Letter of
Credit.  The Administrative Agent may consult with legal counsel (who
may be counsel for the Borrower), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it
in accordance with the advice of any such counsel, accountants or
experts.

      
        
          
          

        

        
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      SECTION
8.5 Delegation of
Duties.  The 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 the
Administrative Agent.  The 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 Article shall apply to any such sub agent and to the Related Parties of
the 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.

       

      SECTION
8.6 Resignation of
Administrative Agent.  The Administrative Agent may at any time
give notice of its resignation to the Lenders, the Issuing Banks and the
Borrower.  Upon receipt of any such notice of resignation, the
Required Lenders shall have the right, in consultation with the Borrower, 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
Required 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 the Lenders and the Issuing
Banks, appoint a successor Administrative Agent meeting the qualifications set
forth above; provided that if the Administrative Agent shall notify the Borrower
and the 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 the Administrative Agent shall instead be made by or to each Lender and
each Issuing Bank directly, until such time as the Required 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 the Borrower to a successor
Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Borrower and such
successor.  After the retiring Administrative Agent’s resignation
hereunder and under the other Loan Documents, the provisions of this Article and
Section 9.3
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.

       

      Any
resignation by Bank of America as Administrative Agent pursuant to this Section
shall also constitute its resignation as an Issuing Bank and as the Swingline
Lender.  Upon the acceptance of a successor’s appointment as
Administrative Agent hereunder, (a) such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring
Issuing Bank and Swingline Lender, (b) the retiring Issuing Bank and Swingline
Lender shall be discharged from all of their respective duties and obligations
hereunder or under the other Loan Documents, and (c) the successor Issuing Bank
shall issue letters of credit in substitution for the Letters of Credit, if any,
outstanding at the time of such succession or make other arrangements
satisfactory to the retiring Issuing Bank to effectively assume the obligations
of the retiring Issuing Bank with respect to such Letters of
Credit.

      
        
          
          

        

        
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      SECTION
8.7 Non-Reliance on
Administrative Agent and Other Lenders.  Each Lender and each
Issuing Bank acknowledges that it has, independently and without reliance upon
the 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 and each Issuing Bank also acknowledges that it will, independently and
without reliance upon the 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.

       

      SECTION
8.8 No Other Duties,
Etc.  Anything herein to the contrary notwithstanding, none of
the Bookrunners, Joint Lead Arrangers, syndication agents or documentation
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 the Administrative Agent, a Lender or an
Issuing Bank hereunder.

       

      SECTION
8.9 Administrative Agent May
File Proofs of Claim.  In case of the pendency of any
proceeding under any bankruptcy or other debtor relief law or any other judicial
proceeding relative to any Loan Party, the Administrative Agent (irrespective of
whether the principal of any Loan or LC Exposure shall then be due and payable
as herein expressed or by declaration or otherwise and irrespective of whether
the Administrative Agent shall have made any demand on the Borrower) 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 Loans, LC Exposures 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 the Lenders, the Issuing Banks and the
Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders, the Issuing Banks and the
Administrative Agent and their respective agents and counsel and all other
amounts due the Lenders, the Issuing Banks and the Administrative Agent under
Sections 2.12
and 9.3)
allowed in such judicial proceeding; and

       

      (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 and each Issuing Bank to make such payments to the Administrative Agent
and, in the event that the Administrative Agent shall consent to the making of
such payments directly to the Lenders and the Issuing Banks, to pay to the
Administrative Agent any amount due for the reasonable compensation, expenses,
disbursements and advances of the Administrative Agent and its agents and
counsel, and any other amounts due the Administrative Agent under Sections 2.12 and
9.3.

      
        
          
          

        

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

       

      SECTION
8.10 Collateral and Guaranty
Matters.  Each of the Lenders (including in its capacities as a
potential Cash Management Bank and a potential Hedge Bank) and the Issuing Bank
irrevocably authorize the Administrative Agent, at its option and in its
discretion,

       

      (a) to
release any Lien (if any) on any property granted to or held by the
Administrative Agent under any Loan Document (i) upon termination of the
Commitments and payment in full of all Obligations (other than (A) contingent
indemnification obligations and (B) obligations and liabilities under Secured
Cash Management Agreements and Secured Hedge Agreements as to which arrangements
satisfactory to the applicable Cash Management Bank or Hedge Bank shall have
been made) and the expiration or termination of all Letters of Credit (other
than Letters of Credit as to which other arrangements satisfactory to the
Administrative Agent and the applicable Issuing Bank shall have been made), (ii)
that is sold or to be sold as part of or in connection with any sale permitted
hereunder or under any other Loan Document (including any Disposition to a
permitted Receivables Facility as permitted pursuant to Section 6.6(g) where
the Lien is permitted pursuant to Section 6.2(g)), or
(iii) subject to Section 9.2, if
approved, authorized or ratified in writing by the Required
Lenders;

       

      (b) to
subordinate any Lien on any property granted to or held by the Administrative
Agent under any Loan Document to the holder of any Lien on such property that is
permitted by Section
6.2; and

       

      (c) to
release any Guarantor from its obligations under the Guaranty if such Person
ceases to be a Subsidiary as a result of a transaction permitted
hereunder.

       

      Upon
request by the Administrative Agent at any time, the Required Lenders will
confirm in writing the Administrative Agent’s authority to release or
subordinate its interest in particular types or items of property, or to release
any Guarantor from its obligations under the Guaranty pursuant to this Section
8.10.

       

      SECTION
8.11 Secured Cash Management
Agreements and Secured Hedge Agreements.  No Cash Management
Bank or Hedge Bank that obtains the benefits of Section 2.18(b) or
the Guaranty by virtue of the provisions hereof or of the Guaranty shall have
any right to notice of any action or to consent to, direct or object to any
action hereunder or under any other Loan Document other than in its capacity as
a Lender and, in such case, only to the extent expressly provided in the Loan
Documents.  Notwithstanding any other provision of this Article VIII to the
contrary, the Administrative Agent shall not be required to verify the payment
of, or that other satisfactory arrangements have been made with respect to,
Obligations arising under Secured Cash Management Agreements and Secured Hedge
Agreements unless the Administrative Agent has received written notice of such
Obligations, together with such supporting documentation as the Administrative
Agent may request, from the applicable Cash Management Bank or Hedge Bank, as
the case may be.

      
        
          
          

        

        
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      SECTION
8.12 Enforcement.  Notwithstanding
anything to the contrary contained herein or in any other Loan Document, the
authority to enforce rights and remedies hereunder and under the other Loan
Documents against the Loan Parties or any of them shall be vested exclusively
in, and all actions and proceedings at law in connection with such enforcement
shall be instituted and maintained exclusively by, the Administrative Agent in
accordance with this Article VIII for the
benefit of all the Lenders and the Issuing Banks; provided, however,
that the foregoing shall not prohibit (a) the Administrative Agent from
exercising on its own behalf the rights and remedies that inure to its benefit
(solely in its capacity as Administrative Agent) hereunder and under the other
Loan Documents, (b) any Issuing Bank or the Swingline Lender from exercising the
rights and remedies that inure to its benefit (solely in its capacity as Issuing
Bank or Swingline Lender, as the case may be) hereunder and under the other Loan
Documents, (c) any Lender from exercising setoff rights in accordance with Section 9.8 (subject
to the terms of Section 2.18), or (d)
any Lender from filing proofs of claim or appearing and filing pleadings on its
own behalf during the pendency of a proceeding relative to any Loan Party under
any bankruptcy or other debtor relief law; and provided, further, that if at
any time there is no Person acting as Administrative Agent hereunder and under
the other Loan Documents, then (i) the Required Lenders shall have the rights
otherwise ascribed to the Administrative Agent pursuant to Article VIII and (ii)
in addition to the matters set forth in clauses (b), (c) and (d) of the
preceding proviso and subject to Section 2.18, any
Lender may, with the consent of the Required Lenders, enforce any rights and
remedies available to it and as authorized by the Required Lenders.

       

       

      ARTICLE
IX

       

       

      MISCELLANEOUS

       

      SECTION
9.1 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 the
Borrower, the Administrative Agent, Bank of America in its capacity as an
Issuing Bank or the Swingline Lender, to the address, telecopier number,
electronic mail address or telephone number specified for such Person on Schedule 9.1;
and

       

      (ii) if to any
other Lender or any other Issuing Bank, to the address, telecopier number,
electronic mail address or telephone number specified in its Administrative
Questionnaire (including, as appropriate, notices delivered solely to the Person
designated by a Lender on its Administrative Questionnaire then in effect for
the delivery of notices that may contain material non-public information
relating to the Borrower).

      
        
          
          

        

        
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      Notices
and other communications sent by hand or overnight courier service, or mailed by
certified or registered mail, shall be deemed to have been given when received;
notices and other communications 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 and other
communications 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 the Lenders and the
Issuing Banks hereunder may be delivered or furnished by electronic
communication (including e mail and Internet or intranet websites) pursuant to
procedures approved by the Administrative Agent,  provided that the
foregoing shall not apply to notices to any Lender or any Issuing Bank pursuant
to Article II
if such Lender or such Issuing Bank, as applicable, has notified the
Administrative Agent that it is incapable of receiving notices under such
Article by electronic communication.  The Administrative Agent or the
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
the 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 BORROWER MATERIALS OR THE ADEQUACY OF THE
PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE
BORROWER 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 BORROWER
MATERIALS OR THE PLATFORM.  In no event shall the Administrative Agent
or any of its Related Parties (collectively, the “Agent Parties”) have
any liability to the Borrower, any Lender, any Issuing Bank or any other Person
for losses, claims, damages, liabilities or expenses of any kind (whether in
tort, contract or otherwise) arising out of the Borrower’s or the Administrative
Agent’s transmission of Borrower Materials through the Internet, except to the
extent that such 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 the Borrower, any Lender, any Issuing Bank or any other Person for
indirect, special, incidental, consequential or punitive damages (as opposed to
direct or actual damages).

      
        
          
          

        

        
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      (d) Change of Address,
Etc.  Each of the Borrower, the Administrative Agent, each
Issuing Bank and the Swingline Lender 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 the Borrower, the Administrative Agent, the Issuing Banks and the
Swingline Lender.  In addition, each Lender agrees to notify the
Administrative Agent from time to time to ensure that the 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.  Furthermore, each Public Lender agrees to cause at least one
individual at or on behalf of such Public Lender to at all times have selected
the “Private Side Information” or similar designation on the content declaration
screen of the Platform in order to enable such Public Lender or its delegate, in
accordance with such Public Lender’s compliance procedures and applicable Law,
including United States Federal and state securities Laws, to make reference to
Borrower Materials that are not made available through the “Public Side
Information” portion of the Platform and that may contain material non-public
information with respect to the Borrower or its securities for purposes of
United States Federal or state securities laws.

       

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

       

      SECTION
9.2 Waivers;
Amendments.

       

      (a) No
failure or delay by the Administrative Agent, any Issuing Bank or any Lender in
exercising any right or power hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power.  The rights and remedies of the Administrative Agent,
the Issuing Banks and the Lenders hereunder are cumulative and are not exclusive
of any rights or remedies that they would otherwise have.  No waiver
of any provision of this Agreement or consent to any departure by the Borrower
therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) of this Section, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which
given.  Without limiting the generality of the foregoing, the making
of a Loan or issuance of a Letter of Credit shall not be construed as a waiver
of any Default, regardless of whether the Administrative Agent, any Lender or
any Issuing Bank may have had notice or knowledge of such Default at the
time.

      
        
          
          

        

        
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      (b) No
amendment or waiver of any provision of this Agreement or any other Loan
Document, and no consent to any departure by the Borrower or any other Loan
Party therefrom, shall be effective unless in writing signed by the Required
Lenders and the Borrower or the applicable Loan Party, as the case may be, and
acknowledged by the 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 that no such
amendment, waiver or consent shall:

       

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

       

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

       

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

       

      (iv) reduce
the principal of, or the rate of interest specified herein on, any Loan or LC
Borrowing, or (subject to clause (D) of the second proviso to this Section 9.2(b)) any
fees or other amounts payable hereunder or under any other Loan Document without
the written consent of each Lender directly affected thereby; provided that only
the consent of the Required Lenders shall be necessary (A) to amend the
definition of “Default Rate” or to waive any obligation of the Borrower to pay
interest or Letter of Credit participation fees at the Default Rate or (B) to
amend any financial covenant hereunder (or any defined term used therein) even
if the effect of such amendment would be to reduce the rate of interest on any
Loan or LC Borrowing or to reduce any fee payable hereunder;

       

      (v) change
Section 7.3 in
a manner that would alter the pro rata sharing of payments required thereby
without the written consent of each Lender;

       

      (vi) change
any provision of this Section or the definition of “Required 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

      
        
          
          

        

        
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      (vii) release
all or substantially all of the value of the Guaranty  without the
written consent of each Lender, except to the extent the release of any
Guarantor is permitted pursuant to Section 8.10 (in
which case such release may be made by the Administrative Agent acting
alone);

       

      and provided further that
(A) no amendment, waiver or consent shall, unless in writing and signed by each
Issuing Bank in addition to the Lenders required above, affect the rights or
duties of the Issuing Banks under this Agreement or any Issuer Document relating
to any Letter of Credit issued or to be issued by it; (B) no amendment, waiver
or consent shall, unless in writing and signed by the Swingline Lender in
addition to the Lenders required above, affect the rights or duties of the
Swingline Lender under this Agreement; (C) no amendment, waiver or consent
shall, unless in writing and signed by the Administrative Agent in addition to
the Lenders required above, affect the rights or duties of the Administrative
Agent under this Agreement or any other Loan Document; and (D) each 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 (and any
amendment, waiver or consent which by its terms requires the consent of all
Lenders or each affected Lender may be effected with the consent of the
applicable Lenders other than Defaulting Lenders), except that (x) the
Commitment of any Defaulting Lender may not be increased or extended without the
consent of such Lender and (y) any waiver, amendment or modification requiring
the consent of all Lenders or each affected Lender that by its terms affects any
Defaulting Lender more adversely than other affected Lenders shall require the
consent of such Defaulting Lender.

       

      SECTION
9.3 Expenses; Indemnity; Damage
Waiver.

       

      (a) The
Borrower shall pay (i) all reasonable out of pocket expenses incurred by the
Administrative Agent, the Joint Lead Arrangers and their Affiliates, including
the reasonable fees, charges and disbursements of counsel for the Administrative
Agent and the Joint Lead Arrangers, in connection with the syndication of the
credit facilities provided for herein, the preparation and administration of
this Agreement and the other Loan Documents, or any amendments, modifications or
waivers of the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated), (ii) all reasonable
out-of-pocket expenses incurred by any Issuing Bank in connection with the
issuance, amendment, renewal or extension of any Letter of Credit or any demand
for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred
by the Administrative Agent, any Issuing Bank or any Lender, including the fees,
charges and disbursements of one counsel for the Administrative Agent, the
Issuing Banks and the Lenders (unless using such counsel would present a
conflict of interest, in which case, the Borrower shall pay the reasonable fees,
charges and disbursements of one additional counsel), in connection with the
enforcement or protection of their rights in connection with this Agreement or
any other Loan Document, including their rights under this Section, or in
connection with the Loans made or Letters of Credit issued hereunder, including
in connection with any workout, restructuring or negotiations in respect
thereof.

       

      (b) The
Borrower shall indemnify the Administrative Agent, the Joint Lead Arrangers,
each Issuing Bank and 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,
liabilities and related expenses, including the reasonable fees, charges and
disbursements of any counsel for any Indemnitee (notwithstanding any limitation
in Section
9.3(a)(ii)), incurred by or asserted against any Indemnitee 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 the consummation of the Transactions or any other
transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use
of the proceeds therefrom (including any refusal by the Issuing Bank to honor a
demand for payment under a Letter of Credit if the documents presented in
connection with such demand do not strictly comply with the terms of such Letter
of Credit), (iii) any actual or alleged presence or release of Hazardous
Materials on or from any property owned or operated by the Borrower or any of
its Subsidiaries, or any Environmental Liability related in any way to the
Borrower or any of its 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 and regardless of whether
any Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee or its Related Parties, be available
to the extent that such losses, claims, damages, liabilities or related expenses
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 its Related Parties.

      
        
          
          

        

        
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      (c) To the
extent that the Borrower fails to pay any amount required to be paid by it to
the Administrative Agent (or any sub-agent thereof), a Joint Lead Arranger, an
Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section,
each Dollar Lender severally agrees to pay to the Administrative Agent (or such
sub-agent thereof), such Joint Lead Arranger, such Issuing Bank or the Swingline
Lender, as the case may be, such Lender’s Applicable Percentage under the Dollar
Facility (determined as of the time that the applicable unreimbursed expense or
indemnity payment is sought) of such unpaid amount; provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against the
Administrative Agent (or such sub-agent thereof), such Joint Book Arranger, such
Issuing Bank or the Swingline Lender in its capacity as such.  The
obligations of the Lenders under this subsection (c) are subject to the
provisions of Section
2.18(e).

       

      (d) To the
extent permitted by applicable law, the Borrower shall not 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, any Loan or Letter of Credit 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 to such unintended recipients by
such Indemnitee 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 other than for
direct or actual damages resulting from the gross negligence or willful
misconduct of such Indemnitee as determined by a final and nonappealable
judgment of a court of competent jurisdiction.

      
        
          
          

        

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

       

      SECTION
9.4 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 the Borrower nor
any other Loan Party may assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of the Administrative
Agent and each Lender and no Lender may assign or otherwise transfer any of its
rights or obligations hereunder except (i) to an 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, or (iii) by
way of pledge or assignment of a security interest subject to the restrictions
of subsection (f) 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 the Administrative Agent, the Issuing Banks and the 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
assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans (including for
purposes of this subsection (b), participations in LC Exposures and in Swingline
Loans) at the time owing to it); provided that any
such assignment shall be subject to the following conditions:

       

      (i) Minimum
Amounts.

       

      (A) in the
case of an assignment of the entire remaining amount of the assigning Lender’s
Commitment and the Loans at the time owing to it or in the case of an assignment
to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount
need be assigned; and

       

      (B) in any
case not described in subsection (b)(i)(A) of this Section, the aggregate amount
of the Commitment (which for this purpose includes Loans outstanding thereunder)
or, if the Commitment is not then in effect, the principal outstanding balance
of the Loans of the assigning Lender subject to each such assignment, determined
as of the date the Assignment and Acceptance with respect to such assignment is
delivered to the Administrative Agent or, if “Trade Date” is specified in the
Assignment and Acceptance, as of the Trade Date, shall not be less than
$5,000,000 unless each of the Administrative Agent and, so long as no Event of
Default has occurred and is continuing, the Borrower otherwise consents (each
such consent 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.

      
        
          
          

        

        
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      (ii) Proportionate
Amounts.  Each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender’s rights and
obligations under this Agreement with respect to the Loans or the Commitment
assigned, and among the Facilities such that any partial assignment by a Lender
of its Commitment hereunder shall be an assignment of a proportional amount of
its Dollar Commitment, Euro Commitment, Sterling Commitment and Yen Commitment,
except that this clause (ii) shall not apply to the Swingline Lender’s rights
and obligations in respect of Swingline Loans;

       

      (iii) Required
Consents.  No consent shall be required for any assignment
except to the extent required by subsection (b)(i)(B) of this Section and, in
addition:

       

      (A) the
consent of the Borrower (such consent not to be unreasonably withheld or
delayed) shall be required unless (1) an Event of Default has occurred and is
continuing at the time of such assignment or (2) such assignment is to a Lender,
an Affiliate of a Lender or an Approved Fund;

       

      (B) the
consent of the Administrative Agent (such consent not to be unreasonably
withheld or delayed) shall be required if such assignment is to a Person that is
not a Lender, an Affiliate of such Lender or an Approved Fund;

       

      (C) the
consent of each Issuing Bank (such consent not to be unreasonably withheld or
delayed) shall be required for any assignment that increases the obligation of
the assignee to participate in exposure under one or more Letters of Credit
(whether or not then outstanding); and

       

      (D) the
consent of the Swingline Lender (such consent not to be unreasonably withheld or
delayed) shall be required for any assignment.

       

      (iv) Assignment and
Acceptance.  The parties to each assignment shall execute and
deliver to the Administrative Agent an Assignment and Acceptance, 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 is not a Lender, shall deliver to the Administrative Agent an
Administrative Questionnaire.

       

      (v) No Assignment to Certain
Persons.  No such assignment shall be made (A) to the Borrower
or any of the Borrower’s Affiliates or Subsidiaries, or (B) to any Defaulting
Lender or any of its subsidiaries, or any Person who, upon becoming a Lender
hereunder, would constitute any of the foregoing Persons described in this
clause (B), or (C) to a natural person.

      
        
          
          

        

        
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      (vi) Certain Additional
Payments.  In connection with any assignment of rights and
obligations of any Defaulting Lender hereunder, no such assignment shall be
effective unless and until, in addition to the other conditions thereto set
forth herein, the parties to the assignment shall make such additional payments
to the Administrative Agent in an aggregate amount sufficient, upon distribution
thereof as appropriate (which may be outright payment, purchases by the assignee
of participations or subparticipations, or other compensating actions, including
funding, with the consent of the Borrower and the Administrative Agent, the
applicable pro rata share of Loans previously requested but not funded by the
Defaulting Lender, to each of which the applicable assignee and assignor hereby
irrevocably consent), to (x) pay and satisfy in full all payment liabilities
then owed by such Defaulting Lender to the Administrative Agent or any Lender
hereunder (and interest accrued thereon) and (y) acquire (and fund as
appropriate) its full pro rata share of all Loans and participations in Letters
of Credit and Swingline Loans in accordance with its Applicable
Percentage.  Notwithstanding the foregoing, in the event that any
assignment of rights and obligations of any Defaulting Lender hereunder shall
become effective under applicable Law without compliance with the provisions of
this paragraph, then the assignee of such interest shall be deemed to be a
Defaulting Lender for all purposes of this Agreement until such compliance
occurs.

       

      Subject
to acceptance and recording thereof by the Administrative Agent pursuant to
subsection (c) of this Section, from and after the effective date specified in
each Assignment and Acceptance, the assignee thereunder shall be a party to this
Agreement and, to the extent of the interest assigned by such Assignment and
Acceptance, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Acceptance, be released from its obligations
under this Agreement (and, in the case of an Assignment and Acceptance covering
all of the assigning Lender’s rights and obligations under this Agreement, such
Lender shall cease to be a party hereto) but shall continue to be entitled to
the benefits of Sections 2.15, 2.16, 2.17, and 9.3 with respect to
facts and circumstances occurring prior to the effective date of such
assignment.  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.  The
Administrative Agent, acting solely for this purpose as an agent of the Borrower
(and such agency being solely for tax purposes), shall maintain at the
Administrative Agent’s Office a copy of each Assignment and Acceptance delivered
to it and a register for the recordation of the names and addresses of the
Lenders, and the Commitments of, and principal amounts of the Loans and LC
Exposures owing to, each Lender pursuant to the terms hereof from time to time
(the “Register”).  Without
limiting the generality of the foregoing, upon the Administrative Agent’s
receipt of a duly completed Assignment and Acceptance in compliance with
subsections (a) and (b) above, the Administrative Agent shall record the
information contained therein in the Register.  The entries in the
Register shall be conclusive, and the Borrower, the Administrative Agent and the
Lenders may treat each Person whose name is recorded in the Register pursuant to
the terms hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary.  The Register shall be
available for inspection by the Borrower and any Lender, at any reasonable time
and from time to time upon reasonable prior notice.

      
        
          
          

        

        
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      (d) Participations.  Any
Lender may at any time, without the consent of, or notice to, the Borrower or
the Administrative Agent, sell participations to any Person (other than a
natural person, a Defaulting Lender or the Borrower or any of the Borrower’s
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 and/or the Loans (including such
Lender’s participations in LC Exposures and/or Swingline Loans) 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) the Borrower, the Administrative
Agent, the Lenders and the Issuing Banks 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 9.2(b) that
affects such Participant.  Subject to subsection (e) of this Section,
the Borrower agrees that each Participant shall be entitled to the benefits of
Sections 2.15,
2.16 and 2.17 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 9.8 as though
it were a Lender, provided such Participant agrees to be subject to Section 2.18 as
though it were a Lender.

       

      (e) Limitations upon Participant
Rights.  A Participant shall not be entitled to receive any
greater payment under Section 2.15 or 2.17 than the
applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to
such Participant is made with the Borrower’s prior written consent.  A
Participant that would be a Foreign Lender if it were a Lender shall not be
entitled to the benefits of Section 2.17 unless
the Borrower is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrower, to comply with Section 2.17(e) 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 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.

      
        
          
          

        

        
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      (g) Resignation as Issuing Bank
or Swingline Lender after Assignment.  Notwithstanding anything
to the contrary contained herein, if at any time Bank of America, Citi or
KeyBank assigns all of its Commitment and Loans pursuant to subsection (b)
above, then (i) Bank of America, Citi or KeyBank, as applicable, may, upon 30
days’ notice to the Borrower and the Lenders, resign as an Issuing Bank, and/or
(ii) Bank of America may, upon 30 days’ notice to the Borrower, resign as
Swingline Lender.  In the event of any such resignation as Issuing
Bank or Swingline Lender, the Borrower shall be entitled to appoint from among
the Lenders a successor Issuing Bank or Swingline Lender hereunder; provided, however, that no
failure by the Borrower to appoint any such successor shall affect the
resignation of Bank of America, Citi or KeyBank as an Issuing Bank or of Bank of
America as the Swingline Lender, as the case may be.  If Bank of
America, Citi or KeyBank resigns as an Issuing Bank, it shall retain all the
rights, powers, privileges and duties of an Issuing Bank hereunder with respect
to all Letters of Credit outstanding as of the effective date of its resignation
as an Issuing Bank and all LC Exposures with respect thereto (including the
right to require the Lenders to make ABR Loans or fund risk participations in
Unreimbursed Amounts pursuant to Section
2.5(c)).  If Bank of America resigns as Swingline Lender, it
shall retain all the rights of the Swingline Lender provided for hereunder with
respect to Swingline Loans made by it and outstanding as of the effective date
of such resignation, including the right to require the Lenders to make ABR
Loans or fund risk participations in outstanding Swingline Loans pursuant to
Section
2.4(c).  Upon the appointment of a successor Issuing Bank
and/or Swingline Lender, (a) such successor shall succeed to and become vested
with all of the rights, powers, privileges and duties of the retiring Issuing
Bank or Swingline Lender, as the case may be, and (b) the successor Issuing Bank
shall issue letters of credit in substitution for the Letters of Credit, if any,
outstanding at the time of such succession or make other arrangements
satisfactory to Bank of America, Citi or KeyBank, as applicable, to effectively
assume the obligations of Bank of America, Citi or KeyBank with respect to such
Letters of Credit.

       

      SECTION
9.5 Survival.  All
covenants, agreements, representations and warranties made by the Borrower or
any other Loan Party herein or in any other Loan Document and in the
certificates or other instruments delivered in connection with or pursuant to
this Agreement or any other Loan Document shall be considered to have been
relied upon by the other parties hereto and shall survive the execution and
delivery of this Agreement and the other Loan Documents and the making of any
Loans and issuance of any Letters of Credit, regardless of any investigation
made by any such other party or on its behalf and notwithstanding that the
Administrative Agent, any Issuing Bank or any Lender may have had notice or
knowledge of any Default or incorrect representation or warranty at the time any
credit is extended hereunder, and shall continue in full force and effect as
long as the principal of or any accrued interest on any Loan or any fee or any
other Obligation payable under this Agreement or any other Loan Document is
outstanding and unpaid or any Letter of Credit is outstanding and so long as the
Commitments have not expired or terminated.  The provisions of Sections 2.15, 2.16, 2.17 and 9.3 and Article VIII shall
survive and remain in full force and effect regardless of the consummation of
the transactions contemplated hereby, the repayment of the Loans and other
Obligations, the expiration or termination of the Letters of Credit and the
Commitments or the termination of this Agreement or any other Loan Document or
any provision hereof or thereof.

       

      SECTION
9.6 Counterparts; Integration;
Effectiveness.  This Agreement may be executed in counterparts
(and by different parties hereto on 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 and any
separate letter agreements with respect to fees payable to the Administrative
Agent 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 the Administrative Agent and when the Administrative Agent shall
have received counterparts hereof which, when taken together, bear the
signatures of each of the other parties hereto, and thereafter shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.  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.

      
        
          
          

        

        
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      SECTION
9.7 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.  Without limiting the foregoing provisions of this
Section, if and to the extent that the enforceability of any provisions in this
Agreement relating to Defaulting Lenders shall be limited by bankruptcy or other
debtor relief laws, as determined in good faith by the Administrative Agent, any
Issuing Bank or the Swingline Lender, as applicable, then such provisions shall
be deemed to be in effect only to the extent not so limited.

       

      SECTION
9.8 Right of
Setoff.  If an Event of Default shall have occurred and be
continuing, each Lender, each Issuing Bank and each of their respective
Affiliates (the “Setoff Parties”) is
hereby authorized at any time and from time to time, to the fullest extent
permitted by law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final, in whatever currency) at any time held and
other obligations (in whatever currency) at any time owing by such Setoff Party
to or for the credit or the account of the Borrower or any other Loan Party
against any of and all the obligations of the Borrower or such Loan Party now or
hereafter existing under this Agreement or any other Loan Document held by such
Setoff Party, irrespective of whether or not such Setoff Party shall have made
any demand under this Agreement or any other Loan Document and although such
obligations of the Borrower or such Loan Party may be contingent or unmatured or
are owed to a branch or office of such Lender or the L/C Issuer different from
the branch or office holding such deposit or obligated on such indebtedness;
provided that
in the event that any Defaulting Lender shall exercise any such right of setoff
(x) all amounts so set off shall be paid over immediately to the Administrative
Agent for further application in accordance with the provisions of Section 2.22 and,
pending such payment, shall be segregated by such Defaulting Lender from its
other funds and deemed held in trust for the benefit of the Administrative Agent
and the Lenders, and (y) the Defaulting Lender shall provide promptly to the
Administrative Agent a statement describing in reasonable detail the Obligations
owing to such Defaulting Lender as to which it exercised such right of
setoff.  In the event that amounts set off in one currency are applied
to obligations in a different currency, the rate of exchange shall be determined
by the Administrative Agent in accordance with Section
1.6.  The rights of each Setoff Party under this Section are in
addition to other rights and remedies (including other rights of setoff) which
such Setoff Party may have.  Each Setoff Party agrees to notify the
Borrower and the 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.

      
        
          
          

        

        
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      SECTION
9.9 Governing Law; Jurisdiction;
Consent to Service of Process.

       

      (a) This
Agreement shall be construed in accordance with and governed by the law of the
State of New York.

       

      (b) The
Borrower and each other Loan Party hereby irrevocably and unconditionally
submits, for itself and its property, to the nonexclusive jurisdiction of the
Supreme Court of the State of New York sitting in New York County and of the
United States District Court of the Southern District of New York, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement, or for recognition or enforcement of any judgment,
and each of the parties hereto hereby irrevocably and unconditionally agrees
that all claims in respect of any such action or proceeding may be heard and
determined in such New York State or, to the extent permitted by 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 shall affect any right
that the Administrative Agent, any Issuing Bank or any Lender may otherwise have
to bring any action or proceeding relating to this Agreement against the
Borrower or any other Loan Party or its properties in the courts of any
jurisdiction.

       

      (c) The
Borrower and each other Loan Party hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement 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 law, the
defense of an inconvenient forum to the maintenance of such action or proceeding
in any such court.

       

      (d) Each
party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section
9.1.  Nothing in this Agreement will affect the right of any
party to this Agreement to serve process in any other manner permitted by
law.

       

      SECTION
9.10 WAIVER OF JURY
TRIAL.  EACH PARTY HERETO HEREBY 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 THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT,
TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

       

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

      
        
          
          

        

        
          96

          
            

          

        

        
          
          

        

      

       

      SECTION
9.12 Confidentiality.  Each
of the Administrative Agent, the Issuing Banks 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,
trustees, advisors and representatives, including accountants, legal counsel and
other advisors (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, (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (d) to any other party
to this Agreement, (e) in connection with the exercise of any remedies hereunder
or under any other Loan Document or any suit, 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 any Eligible Assignee invited to be a Lender pursuant to
Section 2.20(c)
or (ii) any actual or prospective counterparty (or its advisors) to any swap or
derivative transaction relating to the Borrower and its obligations, (g) with
the consent of the Borrower or (h) to the extent such Information (i) becomes
publicly available other than as a result of a breach of this Section or (ii)
becomes available to the Administrative Agent, any Issuing Bank or any Lender or
any of their respective Affiliates on a nonconfidential basis from a source
other than the Borrower, provided that, if
Information is disclosed pursuant to clause (b) or (c) above, the Administrative
Agent, such Issuing Bank or such Lender, as the case may be, shall use its best
efforts to promptly notify the Borrower prior to such disclosure unless it is
legally prohibited from doing so or unless such disclosure is in connection with
customary reviews by bank examiners.  For the purposes of this
Section, “Information” means
all information received from the Borrower or any Subsidiary relating to the
Borrower or any Subsidiary or any of their respective businesses, other than any
such information that is available to the Administrative Agent, any Issuing Bank
or any Lender on a nonconfidential basis prior to disclosure by the Borrower or
any Subsidiary; provided that, in the
case of information received from the 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.

       

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

      
        
          
          

        

        
          97

          
            

          

        

        
          
          

        

      

       

      SECTION
9.14 Loan
Conversion/Participation.

       

      (a) (i)  On
any Conversion Date, to the extent not otherwise prohibited by law or otherwise,
all Revolving Loans outstanding in any currency other than Dollars (“Loans to be
Converted”) shall be converted into Dollars (calculated on the basis of
the relevant Exchange Rates as of the Business Day immediately preceding the
Conversion Date) (“Converted Loans”),
and (ii) on the Conversion Date (A) each Dollar Lender severally,
unconditionally and irrevocably agrees that it shall purchase in Dollars a
participating interest in such Converted Loans in an amount equal to its
Conversion Sharing Percentage (calculated immediately prior to the termination
or expiration of the Commitments) of the outstanding principal amount of
Converted Loans and (B) to the extent necessary to cause the Committed Exposure
Percentage of each Lender, after giving effect to the purchase and sale of
participating interests under the foregoing clause (A), to equal
its  Applicable Percentage under the Dollar Facility (calculated
immediately prior to the termination or expiration of the Commitments), each
Dollar Lender severally, unconditionally and irrevocably agrees that it shall
purchase or sell a participating interest in its Dollar Revolving Loans then
outstanding.  Each Dollar Lender will immediately transfer to the
Administrative Agent, in immediately available funds, the amounts of its
participation(s), and the proceeds of such participation(s) shall be distributed
by Administrative Agent to each Lender from which a participating interest is
being purchased in the amount(s) provided for in the preceding
sentence.  All Converted Loans shall be ABR Loans.  The
Borrower agrees to indemnify each Lender for any loss or reasonable cost or
expense arising out of the conversion of Loans from one currency to another
pursuant to this Section.

       

      (b) If, for
any reason, the Loans to be Converted may not be converted into Dollars in the
manner contemplated by paragraph (a) of this Section 9.14, (i) the
Administrative Agent shall determine the Dollar Amount of the Loans to be
Converted (calculated on the basis of the Exchange Rate as of the Business Day
immediately preceding the date on which such conversion would otherwise occur
pursuant to paragraph (a) of this Section 9.14), (ii)
effective on such Conversion Date, each Lender severally, unconditionally and
irrevocably agrees that it shall purchase in Dollars a participating interest in
such Loans to be Converted in an amount equal to its Conversion Sharing
Percentage of such Loans to be Converted and (iii) each Dollar Lender shall
purchase or sell participating interests as provided in paragraph (a)(ii) of
this Section
9.14.  Each Dollar Lender will immediately transfer to the
Administrative Agent, in immediately available funds, the amount(s) of its
participation(s), and the proceeds of such participation(s) shall be distributed
by the Administrative Agent to each relevant Lender in the amount(s) provided
for in the preceding sentence.

       

      (c) To the
extent any Taxes are required to be withheld from any amounts payable by a
Lender (the “First
Lender”) to another Lender (the “Other Lender”) in
connection with its participating interest in any Converted Loan, the Borrower,
with respect to the relevant Loans made to it, shall be required to pay
increased amounts to the Other Lender receiving such payments from the First
Lender to the same extent they would be required under Section 2.17 if the
Borrower were making payments with respect to the participating interest
directly to the Other Lender.

      
        
          
          

        

        
          98

          
            

          

        

        
          
          

        

      

       

      SECTION
9.15 USA PATRIOT
Act.  Each Lender that is subject to the Act (as hereinafter
defined) and the Administrative Agent (for itself and not on behalf of any
Lender) hereby notifies the 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 the
Borrower, which information includes the name and address of the Borrower and
other information that will allow such Lender or the Administrative Agent, as
applicable, to identify the Borrower in accordance with the Act.  The
Borrower shall, promptly following a request by the Administrative Agent or any
Lender, provide all documentation and other information that the Administrative
Agent or such Lender requests in order to comply with its ongoing obligations
under applicable “know your customer” and anti-money laundering rules and
regulations, including the Act.

       

      SECTION
9.16 Payments Set
Aside.  To the extent that any payment by or on behalf of the
Borrower is made to the Administrative Agent, any Issuing Bank or any Lender, or
the Administrative Agent, any Issuing Bank 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 the
Administrative Agent, such Issuing Bank or such Lender in its discretion) to be
repaid to a trustee, receiver or any other party, in connection with any
proceeding under any bankruptcy or other 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 and each Issuing Bank severally agrees to pay to the Administrative
Agent upon demand its applicable share (without duplication) of any amount so
recovered from or repaid by the 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 the Lenders and the Issuing Banks under clause (b) of the
preceding sentence shall survive the payment in full of the Obligations and the
termination of this Agreement and the other Loan Documents.

       

      SECTION
9.17 Other Loan Document Waivers
and Amendments.

       

      (a) No
failure or delay by the Administrative Agent, any Issuing Bank or any Lender in
exercising any right or power under any Loan Document other than this Agreement
(the Loan Documents other than this Agreement being the “Other Loan
Documents”) shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or
power.  The rights and remedies of the Administrative Agent, the
Issuing Banks and the Lenders under the Other Loan Documents are cumulative and
are not exclusive of any rights or remedies that they would otherwise
have.  No waiver of any provision of any Other Loan Document or
consent to any departure by the Borrower or any other Loan Party therefrom shall
in any event be effective unless the same shall be permitted by paragraph (b) of
this Section, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given.

      
        
          
          

        

        
          99

          
            

          

        

        
          
          

        

      

       

      (b) Neither
any Other Loan Document nor any provision thereof may be waived, amended or
modified except pursuant to an agreement or agreements in writing entered into
by the Borrower and the Required Lenders or by the Borrower and the
Administrative Agent with the consent of the Required Lenders; provided that no such
agreement shall release all or substantially all of the value of the Guaranty,
without the written consent of each Lender, except to the extent the release of
any Subsidiary from the Guaranty is permitted pursuant to Section 8.10 (in
which case such release may be made by the Administrative Agent acting alone);
provided
further that no such agreement shall amend, modify or otherwise affect
the rights or duties of the Administrative Agent, any Issuing Bank or the
Swingline Lender under any Other Loan Document without the prior written consent
of the Administrative Agent, such Issuing Bank or the Swingline Lender, as the
case may be.

       

      SECTION
9.18 No Advisory or Fiduciary
Responsibility.  In connection with all aspects of each
transaction contemplated hereby (including in connection with any amendment,
waiver or other modification hereof or of any other Loan Document), the Borrower
and each other Loan Party  acknowledges and agrees, and acknowledges
its Affiliates’ understanding, that: (i) (A) the arranging and other services
regarding this Agreement provided by the Administrative Agent and the Joint Lead
Arrangers are arm’s-length commercial transactions between the Borrower, each
other Loan Party and their respective Affiliates, on the one hand, and the
Administrative Agent and the Joint Lead Arrangers, on the other hand, (B) each
of the Borrower and the other Loan Parties has consulted its own legal,
accounting, regulatory and tax advisors to the extent it has deemed appropriate,
and (C) the Borrower and each other Loan Party is capable of evaluating, and
understands and accepts, the terms, risks and conditions of the transactions
contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative
Agent and Joint Lead Arrangers each is and has been acting solely as a principal
and, except as expressly agreed in writing by the relevant parties, has not
been, is not, and will not be acting as an advisor, agent or fiduciary for the
Borrower, any other Loan Party or any of their respective Affiliates, or any
other Person and (B) neither the Administrative Agent nor any of the Joint Lead
Arrangers has any obligation to the Borrower, any other Loan Party 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; and (iii) the Administrative Agent and the Joint Lead Arrangers and
their respective Affiliates may be engaged in a broad range of transactions that
involve interests that differ from those of the Borrower, the other Loan Parties
and their respective Affiliates, and neither the Administrative Agent nor any of
the Joint Lead Arrangers has any obligation to disclose any of such interests to
the Borrower, any other Loan Party or any of their respective
Affiliates.  To the fullest extent permitted by law, each of the
Borrower and the other Loan Parties hereby waives and releases any claims that
it may have against the Administrative Agent and each of the Joint Lead
Arrangers with respect to any breach or alleged breach of agency or fiduciary
duty in connection with any aspect of any transaction contemplated
hereby.

       

      [Signature
pages follow]

      



      
        
           


        

        
          100

          
            

          

        

        
           


        

      


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

       

       

       

      
        
          	 
      	
                  BORGWARNER INC., as
      Borrower

                	 
      
	 
      	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	 
      	 
      
	 
      	
                  Name:

                	 
      
	 
      	 
      	 
      
	 
      	
                  Title:

                	 
      


        


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        


        
          	 
      	
                  BANK OF AMERICA, N.A.,
      as

                	 
      	 
      
	 
      	
                  Administrative
      Agent

                	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  Name:

                	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  Title:

                	 
      	 
      


        


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        


        
          	 
      	
                  BANK OF AMERICA, N.A.,
      as a Lender, L/C Issuer and Swing Line Lender

                	 
      
	 
      	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	 
      	 
      
	 
      	
                  Name:

                	 
      
	 
      	 
      	 
      
	 
      	
                  Title:

                	 
      
	 
      	 
      	 
      


        


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        


        
          	 
      	
                  CITIBANK, N.A., as
      Lender

                	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  Name:

                	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  Title:

                	 
      	 
      
	 
      	
                   

                	 
      	 
      


        


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        


        
          	 
      	
                  DEUTSCHE BANK AG NEW YORK
      BRANCH, as Lender

                	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  Name:

                	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  Title:

                	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  Name:

                	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  Title:

                	 
      	 
      


        


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        


        
          	 
      	
                  KEYBANK NATIONAL
      ASSOCIATION, as Lender

                	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  Name:

                	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  Title:

                	 
      	 
      


        


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        


         

        
          	 
      	 
      	 
      	 
      
	 
      	
                  LLYODS TSB BANK PLC, as
      Lender

                	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  Name:

                	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  Title:

                	 
      	 
      


        


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        


        
          	 
      	
                  U.S. BANK NATIONAL
      ASSOCIATION, as Lender

                	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  Name:

                	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  Title:

                	 
      	 
      


        


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        


        
          	 
      	
                  COMMERZBANK AG, NEW YORK AND
      GRAND CAYMAN BRANCHES, as Lender

                	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  Name:

                	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  Title:

                	 
      	 
      


        


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        


        
          	 
      	
                  HUNTINGTON NATIONAL
      BANK, as Lender

                	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  Name:

                	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  Title:

                	 
      	 
      


        


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        


        
          	 
      	
                  WELLS FARGO BANK, NATIONAL
      ASSOCIATION, as Lender

                	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  Name:

                	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  Title:

                	 
      	 
      


        


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        


        
          	 
      	
                  THE NORTHERN TRUST
      COMPANY, as Lender

                	 
      
	 
      	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	 
      	 
      
	 
      	
                  Name:

                	 
      
	 
      	 
      	 
      
	 
      	
                  Title:

                	 
      


        


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        


        
          	 
      	
                  INTESA SANPAOLO S.P.A. NEW YORK
      BRANCH, as Lender

                	 
      
	 
      	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	 
      	 
      
	 
      	
                  Name:

                	 
      
	 
      	 
      	 
      
	 
      	
                  Title:

                	 
      


        


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        


        
          	 
      	
                  COMERICA BANK, as
      Lender

                	 
      
	 
      	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	 
      	 
      
	 
      	
                  Name:

                	 
      
	 
      	 
      	 
      
	 
      	
                  Title:

                	 
      


        


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        


        
          	 
      	
                  PNC BANK, NATIONAL
      ASSOCIATION, as Lender

                	 
      
	 
      	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	 
      	 
      
	 
      	
                  Name:

                	 
      
	 
      	 
      	 
      
	 
      	
                  Title:

                	 
      


        


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        


        
          	 
      	
                  UNICREDIT BANK AG, NEW YORK
      BRANCH, as Lender

                	 
      
	 
      	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	 
      	 
      
	 
      	
                  Name:

                	 
      
	 
      	 
      	 
      
	 
      	
                  Title:

                	 
      


        


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        


        
          	 
      	
                  MORGAN STANLEY MUFG LOAN
      PARTNERS, LLC, as Lender

                	 
      
	 
      	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	 
      	 
      
	 
      	
                  Name:

                	 
      
	 
      	 
      	 
      
	 
      	
                  Title:

                	 
      


        


        
          
             


          

          
             


            
              

            

          

           

        



      
        EXHIBIT
A

        


        [FORM
OF]

         

        ASSIGNMENT
AND ACCEPTANCE

         

        This
Assignment and Acceptance (this “Assignment and
Acceptance”) is dated as of the Effective Date set forth below and is
entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each,
an] “Assignor”)
and [the][each]2 Assignee identified in item 2 below ([the][each,
an] “Assignee”).  [It
is understood and agreed that the rights and obligations of [the Assignors][the
Assignees]3  hereunder are several and not
joint.]4  Capitalized terms used but not
defined herein shall have the meanings given to them in the Credit Agreement
identified below (the “Credit Agreement”),
receipt of a copy of which is hereby acknowledged by the
Assignee.  The Standard Terms and Conditions set forth in Annex 1
attached hereto are hereby agreed to and incorporated herein by reference and
made a part of this Assignment and Acceptance as if set forth herein in
full.

        


        For an
agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns
to [the Assignee][the respective Assignees], and [the][each] Assignee hereby
irrevocably purchases and assumes from [the Assignor][the respective Assignors],
subject to and in accordance with the Standard Terms and Conditions and the
Credit Agreement, as of the Effective Date inserted by the Administrative Agent
as contemplated below (i) all of [the Assignor’s][the respective Assignors’]
rights and obligations in [its capacity as a Lender][their respective capacities
as Lenders] under the Credit Agreement and any other documents or instruments
delivered pursuant thereto to the extent related to the amount and percentage
interest identified below of all of such outstanding rights and obligations of
[the Assignor][the respective Assignors] under the respective facilities
identified below (including, without limitation, the Letters of Credit and the
Swingline Loans included in such facilities) and (ii) to the extent permitted to
be assigned under applicable law, all claims, suits, causes of action and any
other right of [the Assignor (in its capacity as a Lender)][the respective
Assignors (in their respective capacities as Lenders)] against any Person,
whether known or unknown, arising under or in connection with the Credit
Agreement, any other documents or instruments delivered pursuant thereto or the
loan transactions governed thereby or in any way based on or related to any of
the foregoing, including, but not limited to, contract claims, tort claims,
malpractice claims, statutory claims and all other claims at law or in equity
related to the rights and obligations sold and assigned pursuant to clause (i)
above (the rights and obligations sold and assigned by [the][any] Assignor to
[the][any] Assignee pursuant to clauses (i) and (ii) above being referred to
herein collectively as [the][an] “Assigned
Interest”).  Each such sale and assignment is without recourse
to [the][any] Assignor and, except as expressly provided in this Assignment and
Acceptance, without representation or warranty by [the][any]
Assignor.

        


         

        

          

        

          
          1 For
bracketed language here and elsewhere in this form relating to the Assignor(s),
if the assignment is from a single Assignor, choose the first bracketed
language.  If the assignment is from multiple Assignors, choose the
second bracketed language.

        

          
          2 For
bracketed language here and elsewhere in this form relating to the Assignee(s),
if the assignment is to a single Assignee, choose the first bracketed
language.  If the assignment is to multiple Assignees, choose the
second bracketed language.

        

          
          3 Select
as appropriate.

        

          
          4 Include
bracketed language if there are either multiple Assignors or multiple
Assignees.

           

        


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        
          	 
      	
                  1.
      Assignor[s]:

                	
                  ______________________________

                
	 
      	 
      	
                  ______________________________

                
	 
      	
                  2.
      Assignee[s]:

                	
                  ______________________________

                
	 
      	 
      	
                  ______________________________

                


        

        


        
          	 
      	
                  [for
      each Assignee, indicate [Affiliate][Approved Fund] of [identify
      Lender]]

                	 
      	 
      
	 	 	 	 


        

         

        
          
            	 
      	
                    3.           Borrower:

                  	
                    BorgWarner
      Inc.

                  	 
      


          

          


          
            	 
      	
                    4.           Administrative
      Agent: Bank of America, N.A., as the administrative agent under the
      Credit Agreement

                  	 
      	 
      


          

          


          
            	 
      	
                    5.           Credit
      Agreement:  Credit Agreement, dated as of March [31],
      2010 (as amended, restated, supplemented or otherwise modified from time
      to time), among the Borrower, the Lenders from time to time party thereto,
      and Bank of America, N.A., as Administrative Agent, Swingline Lender and
      an Issuing Bank.

                  	 
      	 
      
	 	 	 	 	 	 
	 
      	
                    6.Assigned
      Interest[s]:

                  	 
      	 
      	 
      	 
      


          

          




          
            	 	
                    Assignor[s]1

                  	
                    Assignee[s]2

                  	
                    Aggregate

                    Amount
      of Commitment

                    for all
      Lenders3

                  	
                    Amount
      of Commitment Assigned

                  	
                    Percentage
      Assigned of Commitment4

                  	 	
                    CUSIP
      Number

                  
	 	 
      	 
      	
                    $___________

                  	
                    $___________

                  	
                    ____________%

                  	 	 
      
	 	 
      	 
      	
                    $___________

                  	
                    $___________

                  	
                    ____________%

                  	 	 
      
	 	 
      	 
      	
                    $___________

                  	
                    $___________

                  	
                    ____________%

                  	 	 
      


          

           

           

          
            
              	 	
                      [7.           Trade
      Date:

                    	
                      __________________]1

                    


            

            


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

                    	 
      


            

            

              

            

          

            
            5List each Assignor, as
appropriate.

          

            
            6List each Assignee, as
appropriate.

          

            
            7 Amounts in this column and in the
column immediately to the right to be adjusted by the counterparties to take
into account any payments or prepayments made between the Trade Date and the
Effective Date.

          

            
            8Set forth, to at least 9 decimals, as a
percentage of the Commitment of all Lenders thereunder.

             

            9To be completed if the Assignor and the
Assignee intend that the minimum assignment amount is to be determined as of the
Trade Date.

          


          
            
               


            

            
               


              
                

              

            

            
               


            

          


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

          
            	 
      	
                    ASSIGNOR

                    [NAME
      OF ASSIGNOR]

                  
	 
      	
                    By:
      _____________________________

                    Title:

                  
	 
      	
                    ASSIGNEE

                    [NAME
      OF ASSIGNEE]

                  
	 
      	
                    By:
      _____________________________

                    Title:

                  


          

          [Consented
to and]10 Accepted:

          


          
            	 
      	
                    BANK
      OF AMERICA, N.A., as

                  
	 
      	
                       Administrative
      Agent

                  
	 
      	 
      
	 
      	
                    By:_________________________________

                  
	 
      	
                    Title:

                  


          

          Consented
to:11

          


          
            	 
      	
                    BANK
      OF AMERICA, N.A., as

                  
	 
      	
                       Swingline
      Lender and an Issuing Bank

                  
	 
      	 
      
	 
      	
                    By:_________________________________

                  
	 
      	
                    Title:

                  
	 	 
	 
      	
                    CITIBANK,
      N.A., as an Issuing Bank

                  
	 
      	 
      
	 
      	
                    By:_________________________________

                  
	 
      	
                    Title:

                  
	 	 
	 
      	
                    KEYBANK
      NATIONAL ASSOCIATION, as an Issuing Bank

                  
	 
      	 
      
	 
      	
                    By:_________________________________

                  
	 
      	
                    Title:

                  
	 
      	 
      
	 
      	
                    By:_________________________________

                    Title:

                  
	 
      	 
      


          

          

            

          

            
            10To be added only if the consent of the
Administrative Agent is required by the terms of the Credit
Agreement.

             

          

            
            11Add additional consent of Borrower if
required under the terms of the Credit Agreement.

             

          


          
            
               


            

            
               


              
                

              

            

            
               


            

          



          ANNEX
1 TO ASSIGNMENT AND ACCEPTANCE

           

          STANDARD
TERMS AND CONDITIONS FOR

           

          ASSIGNMENT
AND ACCEPTANCE

           

          1.           Representations and
Warranties.

           

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

           

          1.2.        Assignee.  [The][Each]
Assignee (a) represents and warrants that (i) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and
Acceptance and to consummate the transactions contemplated hereby and to become
a Lender under the Credit Agreement, (ii) it meets all the requirements to be an
assignee under Section 9.4 of the Credit Agreement (subject to such consents, if
any, as may be required under Section 9.4 of the Credit Agreement), (iii) from
and after the Effective Date, it shall be bound by the provisions of the Credit
Agreement as a Lender thereunder and, to the extent of [the][the relevant]
Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is
sophisticated with respect to decisions to acquire assets of the type
represented by [the][such] Assigned Interest and either it, or the Person
exercising discretion in making its decision to acquire [the][such] Assigned
Interest, is experienced in acquiring assets of such type, (v) it has received a
copy of the Credit Agreement, and has received or has been accorded the
opportunity to receive copies of the most recent financial statements delivered
pursuant to Section 5.1 thereof, as applicable, and such other documents and
information as it deems appropriate to make its own credit analysis and decision
to enter into this Assignment and Acceptance and to purchase [the][such]
Assigned Interest, (vi) it has, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Assignment and Acceptance and to purchase
[the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached
hereto is any documentation required to be delivered by it pursuant to the terms
of the Credit Agreement, duly completed and executed by [the][such] Assignee;
and (b) agrees that (i) it will, independently and without reliance upon the
Administrative Agent, [the][any] Assignor or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Loan
Documents, and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Loan Documents are required to be
performed by it as a Lender.

           

          2.           Payments.  From
and after the Effective Date, the Administrative Agent shall make all payments
in respect of [the][each] Assigned Interest (including payments of principal,
interest, fees and other amounts) to [the][the relevant] Assignor for amounts
which have accrued to but excluding the Effective Date and to [the][the
relevant] Assignee for amounts which have accrued from and after the Effective
Date.

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

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

           

          


           


          
            
              
                


                 

              

               


            

            
               


              
                

              

            

            
               


            

          


          EXHIBIT
B

          


          FORM
OF OPINION

           

          [See
attached]

          



          
            
              
                


                 

              

               


            

            
               


              
                

              

            

            
               


            

          


          EXHIBIT
C

          


          FORM
OF GUARANTY

          


          [See
attached]