EX-10.1






Exhibit 10.1




FIVE YEAR CREDIT AGREEMENT




Dated as of December 16, 2005




ROHM AND HAAS COMPANY, a Delaware corporation (the “Company”), the Designated
Subsidiaries (as hereinafter defined) from time to time party hereto, the banks, financial
institutions and other institutional lenders (the “Initial Lenders”) listed on the
signature pages hereof, CITIGROUP GLOBAL MARKETS INC., as lead arranger and bookrunner, and
CITIBANK, N.A. (“Citibank”), as administrative agent (the “Agent”) for the Lenders
(as hereinafter defined), BANK OF AMERICA, N.A., JPMORGAN CHASE BANK, N.A. and WACHOVIA BANK,
NATIONAL ASSOCIATION, as co-syndication agents (the “Syndication Agents”), agree as
follows:



ARTICLE I




DEFINITIONS AND ACCOUNTING TERMS




SECTION 1.01. Certain Defined Terms. As used in this Agreement, the following terms
shall have the following meanings (such meanings to be equally applicable to both the singular and
plural forms of the terms defined):




"Advance” means a Revolving Credit Advance or a Competitive Bid Advance.




"Affiliate” means, as to any Person, any other Person that, directly or
indirectly, controls, is controlled by or is under common control with such Person or is a
director or officer of such Person. For purposes of this definition, the term “control”
(including the terms “controlling”, “controlled by” and “under common control with”) of a
Person means the possession, direct or indirect, of the power to vote 5% or more of the
Voting Stock of such Person or to direct or cause the direction of the management and
policies of such Person, whether through the ownership of Voting Stock, by contract or
otherwise.




"Agent’s Account” means (a) in the case of Advances denominated in Dollars, the
account of the Agent maintained by the Agent at Citibank at its office at 399 Park Avenue,
New York, New York 10043, Account No. 36852248, Attention: Bank Loans Syndications, (b) in
the case of Advances denominated in any Foreign Currency, the account of the Sub-Agent
designated in writing from time to time by the Agent to the Borrower and the Lenders for
such purpose and (c) in any such case, such other account of the Agent as is designated in
writing from time to time by the Agent to the Borrower and the Lenders for such purpose.




"Applicable Lending Office” means, with respect to each Lender, such Lender’s
Domestic Lending Office in the case of a Base Rate Advance and such Lender’s Eurocurrency
Lending Office in the case of a Eurocurrency Rate Advance and, in the case of a Competitive
Bid Advance, the office of such Lender notified by such Lender to the Agent as its
Applicable Lending Office with respect to such Competitive Bid Advance.




"Applicable Margin” means (a) for Base Rate Advances, 0.0% per annum and (b)
for Eurocurrency Rate Advances, a percentage per annum determined by reference to the Public
Debt Rating in effect on such date as set forth below:



	 	 	 	 	 
	 	 	Applicable Margin for
	Performance Level	 	Eurocurrency Rate Advances
	Level 1

	 	 	0.190	%
	 

	 	 	 	 
	 
	 	 	 	 
	Level 2

	 	 	0.230	%
	 

	 	 	 	 
	 
	 	 	 	 
	Level 3

	 	 	0.320	%
	 

	 	 	 	 
	 
	 	 	 	 
	Level 4

	 	 	0.400	%
	 

	 	 	 	 
	 
	 	 	 	 
	Level 5

	 	 	0.475	%
	 

	 	 	 	 
	 
	 	 	 	 
	Level 6

	 	 	0.550	%
	 

	 	 	 	 







"Applicable Percentage” means, as of any date, a percentage per annum
determined by reference to the Public Debt Rating in effect on such date as set forth below:



	 	 	 	 	 
	Performance Level

	 	Applicable

Percentage

	 

	 	 	 	 
	 
	 	 	 	 
	Level 1

	 	 	0.060	%
	 

	 	 	 	 
	 
	 	 	 	 
	Level 2

	 	 	0.070	%
	 

	 	 	 	 
	 
	 	 	 	 
	Level 3

	 	 	0.080	%
	 

	 	 	 	 
	 
	 	 	 	 
	Level 4

	 	 	0.100	%
	 

	 	 	 	 
	 
	 	 	 	 
	Level 5

	 	 	0.150	%
	 

	 	 	 	 
	 
	 	 	 	 
	Level 6

	 	 	0.200	%
	 

	 	 	 	 







"Applicable Utilization Fee” means, as of any date on which the aggregate
Advances exceed 25% of the aggregate Commitments, a percentage per annum determined by
reference to the Public Debt Rating in effect on such date as set forth below:



	 	 	 	 	 
	Performance Level

	 	Applicable

Utilization Fee

	 

	 	 	 	 
	 
	 	 	 	 
	Level 1

	 	 	0.050	%
	 

	 	 	 	 
	 
	 	 	 	 
	Level 2

	 	 	0.050	%
	 

	 	 	 	 
	 
	 	 	 	 
	Level 3

	 	 	0.100	%
	 

	 	 	 	 
	 
	 	 	 	 
	Level 4

	 	 	0.125	%
	 

	 	 	 	 
	 
	 	 	 	 
	Level 5

	 	 	0.125	%
	 

	 	 	 	 
	 
	 	 	 	 
	Level 6

	 	 	0.250	%
	 

	 	 	 	 







"Assignment and Acceptance” means an assignment and acceptance entered into by
a Lender and an Eligible Assignee, and accepted by the Agent, in substantially the form of
Exhibit C hereto.




"Assuming Lender” has the meaning specified in Section 2.17(c).




"Assumption Agreement” has the meaning specified in Section 2.17(c).




"Bankruptcy Law” means any proceeding of the type referred to in Section
6.01(e) or Title 11, U.S. Code, or any similar foreign, federal or state law for the relief
of debtors.




"Base Rate” means a fluctuating interest rate per annum in effect from time to
time, which rate per annum shall at all times be equal to the highest of:




(a) the rate of interest announced publicly by Citibank in New York, New York,
from time to time, as Citibank’s base rate;




(b) the sum (adjusted to the nearest 1/4 of 1% or, if there is no nearest 1/4
of 1%, to the next higher 1/4 of 1%) of (i) 1/2 of 1% per annum, plus (ii) the
rate obtained by dividing (A) the latest three-week moving average of secondary
market morning offering rates in the United States for three-month certificates of
deposit of major United States money market banks, such three-week moving average
(adjusted to the basis of a year of 360 days) being determined weekly on each Monday
(or, if such day is not a Business Day, on the next succeeding Business Day) for the
three-week period ending on the previous Friday by Citibank on the basis of such
rates reported by certificate of deposit dealers to and published by the Federal
Reserve Bank of New York or, if such publication shall be suspended or terminated,
on the basis of quotations for such rates received by Citibank from three New York
certificate of deposit dealers of recognized standing selected by Citibank, by (B) a
percentage equal to 100% minus the average of the daily percentages specified during
such three-week period by the Board of Governors of the Federal Reserve System (or
any successor) for determining the maximum reserve requirement (including, but not
limited to, any emergency, supplemental or other marginal reserve requirement) for
Citibank with respect to liabilities consisting of or including (among other
liabilities) three-month U.S. dollar non-personal time deposits in the United
States, plus (iii) the average during such three-week period of the annual
assessment rates estimated by Citibank for determining the then current annual
assessment payable by Citibank to the Federal Deposit Insurance Corporation (or any
successor) for insuring U.S. dollar deposits of Citibank in the United States; and




(c) 1/2 of one percent per annum above the Federal Funds Rate.




"Base Rate Advance” means a Revolving Credit Advance denominated in Dollars
that bears interest as provided in Section 2.07(a)(i).




"Borrowers” shall mean the Company and each Subsidiary of the Company, subject
to such Subsidiary’s designation as a Borrower hereunder pursuant to Section 9.08 as a
Designated Subsidiary.




"Borrowing” means a Revolving Credit Borrowing or a Competitive Bid Borrowing.




"Business Day” means a day of the year on which banks are not required or
authorized by law to close in New York City and, if the applicable Business Day relates to
any Eurocurrency Rate Advances or LIBO Rate Advances, on which dealings are carried on in
the London interbank market and banks are open for business in London and in the country of
issue of the currency of such Eurocurrency Rate Advance or LIBO Rate Advance (or, in the
case of an Advance denominated in Euro, on which the Trans-European Automated Real-Time
Gross Settlement Express Transfer (TARGET) System is open) and, if the applicable Business
Day relates to any Local Rate Advances on which banks are open for business in the country
of issue of the currency of such Local Rate Advance.




"Commitment” means as to any Lender (a) the Dollar amount set forth opposite
such Lender’s name on the signature pages hereof, (b) if such Lender has become a Lender
hereunder pursuant to an Assumption Agreement, the Dollar amount set forth in such
Assumption Agreement or (c) if such Lender has entered into any Assignment and Acceptance,
the Dollar amount set forth for such Lender in the Register maintained by the Agent pursuant
to Section 9.07(d), as such amount may be reduced pursuant to Section 2.05 or increased
pursuant to Section 2.18.




"Commitment Date” has the meaning specified in Section 2.18(b).




"Commitment Increase” has the meaning specified in Section 2.18(a).




"Committed Currencies” means lawful currency of the United Kingdom of Great
Britain and Northern Ireland, lawful currency of Japan and Euros.




"Competitive Bid Advance” means an advance by a Lender to any Borrower as part
of a Competitive Bid Borrowing resulting from the competitive bidding procedure described in
Section 2.03 and refers to a Fixed Rate Advance, a LIBO Rate Advance or a Local Rate
Advance.




"Competitive Bid Borrowing” means a borrowing consisting of simultaneous
Competitive Bid Advances from each of the Lenders whose offer to make one or more
Competitive Bid Advances as part of such borrowing has been accepted under the competitive
bidding procedure described in Section 2.03.




"Competitive Bid Note” means a promissory note of a Borrower payable to the
order of any Lender, in substantially the form of Exhibit A-2 hereto, evidencing the
indebtedness of such Borrower to such Lender resulting from a Competitive Bid Advance made
by such Lender.




"Competitive Bid Reduction” has the meaning specified in Section 2.01.




"Confidential Information” means information that the Company or a Subsidiary
of the Company furnishes to the Agent or any Lender in a writing designated as
confidential, but does not include any such information that is or becomes generally
available to the public other than as a result of a breach by such Agent or any Lender of
its obligations hereunder or that is or becomes available to the Agent or such Lender from a
source other than the Company or a Subsidiary of the Company.




"Consenting Lender” has the meaning specified in Section 2.17(b).




"Consolidated” refers to the consolidation of accounts in accordance with
generally accepted accounting principles as in effect from time to time.




"Consolidated Net Worth” means the aggregate of capital stock and surplus and
surplus reserves which would be included on the Consolidated balance sheet of the Company
and its Subsidiaries most recently delivered to the Lenders pursuant to Section 5.01(i)(i)
or (ii) determined on a Consolidated basis in accordance with generally accepted accounting
principles, less the cost of any treasury shares as included on such balance sheet.




"Convert”, “Conversion” and “Converted” each refers to a
conversion of Revolving Credit Advances of one Type into Revolving Credit Advances of the
other Type pursuant to Section 2.08 or 2.09.




"Debt” of any Person means, without duplication, (a) all indebtedness of such
Person for borrowed money, (b) all obligations of such Person for the deferred purchase
price of property or services (other than trade payables incurred in the ordinary course of
such Person’s business), (c) all obligations of such Person evidenced by notes, bonds,
debentures or other similar instruments, (d) all obligations of such Person created or
arising under any conditional sale or other title retention agreement with respect to
property acquired by such Person (even though the rights and remedies of the seller or
lender under such agreement in the event of default are limited to repossession or sale of
such property), (e) all obligations of such Person as lessee under leases that have been or
should be, in accordance with GAAP, recorded as capital leases, (f) all obligations,
contingent or otherwise, of such Person in respect of acceptances, letters of credit or
similar extensions of credit, (g) all obligations of such Person in respect of Hedge
Agreements, (h) all Debt of others referred to in clauses (a) through (g) above or clause
(i) below guaranteed directly or indirectly in any manner by such Person, or in effect
guaranteed directly or indirectly by such Person through an agreement (1) to pay or purchase
such Debt or to advance or supply funds for the payment or purchase of such Debt, (2) to
purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services,
primarily for the purpose of enabling the debtor to make payment of such Debt or to assure
the holder of such Debt against loss, (3) to supply funds to or in any other manner invest
in the debtor (including any agreement to pay for property or services irrespective of
whether such property is received or such services are rendered) or (4) otherwise to assure
a creditor against loss, and (i) all Debt referred to in clauses (a) through (h) above
secured by (or for which the holder of such Debt has an existing right, contingent or
otherwise, to be secured by) any Lien on property (including, without limitation, accounts
and contract rights) owned by such Person, even though such Person has not assumed or become
liable for the payment of such Debt.




"Debt for Borrowed Money” of any Person means all items that, in accordance
with GAAP, would be classified as indebtedness on a Consolidated balance sheet of such
Person.




"Default” means any Event of Default or any event that would constitute an
Event of Default but for the requirement that notice be given or time elapse or both.




"Designated Subsidiary” means any wholly owned Subsidiary of the Company that
enters into a Designation Letter in substantially the same form of Exhibit E hereto.




"Designation Letter” means a letter substantially in the form of Exhibit E
hereto signed by a Designated Subsidiary and the Company.




"Disclosed Litigation” has the meaning specified in Section 3.01(b).




"Dollars” and the “$” sign each means lawful currency of the United
States of America.




"Domestic Lending Office” means, with respect to any Lender, the office of such
Lender specified as its “Domestic Lending Office” opposite its name on Schedule I hereto or
in the Assumption Agreement or the Assignment and Acceptance pursuant to which it became a
Lender, or such other office of such Lender as such Lender may from time to time specify to
the Borrowers and the Agent.




"EBITDA” means, for any period, net income (or net loss) plus the sum
of (a) interest expense, (b) income tax expense, (c) depreciation expense, (d) amortization
expense, (e) other post-retirement benefits expense and (f) extraordinary or non-recurring
losses included in determining such net income (or net loss), less the sum of (i)
accrued interest income not received in cash and (ii) extraordinary or non-recurring gains
included in determining such net income (or net loss), in each case determined in accordance
with GAAP for such period.




"Effective Date” has the meaning specified in Section 3.01.




"Eligible Assignee” means (a) a Lender; (b) an Affiliate of a Lender; and (c)
any other Person approved by the Agent and, unless a Default has occurred and is continuing
at the time any assignment is effected pursuant to Section 9.07, the Company, such approval
not to be unreasonably withheld or delayed; provided, however, that neither
any Borrower nor any Affiliate of a Borrower shall qualify as an Eligible Assignee under
this definition.




"Environmental Action” means any action, claim, notice of non-compliance or
potential liability, investigation, proceeding, consent order or consent agreement relating
in any way to any Environmental Law, Environmental Permit or Hazardous Materials or arising
from alleged injury or threat of injury to health or the environment.




"Environmental Law” means any federal, state, local or foreign statute, law,
regulation, judgment or decree relating to pollution or protection of health or the
environment.




"Environmental Permit” means any permit, approval, identification number,
license or other authorization required under any Environmental Law.




"Equivalent” in Dollars of any Foreign Currency on any date means the
equivalent in Dollars of such Foreign Currency determined by using the quoted spot rate at
which the Sub-Agent’s principal office in London offers to exchange Dollars for such Foreign
Currency in London prior to 4:00 P.M. (London time) (unless otherwise indicated by the terms
of this Agreement) on such date as is required pursuant to the terms of this Agreement, and
the “Equivalent” in any Foreign Currency of Dollars means the equivalent in such Foreign
Currency of Dollars determined by using the quoted spot rate at which the Sub-Agent’s
principal office in London offers to exchange such Foreign Currency for Dollars in London
prior to 4:00 P.M. (London time) (unless otherwise indicated by the terms of this Agreement)
on such date as is required pursuant to the terms of this Agreement.




"ERISA” means the Employee Retirement Income Security Act of 1974, as amended
from time to time, and the regulations promulgated thereunder.




"ERISA Affiliate” means any Person that for purposes of Title IV of ERISA is a
member of any Borrower’s controlled group, or under common control with any Borrower, within
the meaning of Section 414 of the Internal Revenue Code.




"ERISA Event” means (a) (i) the occurrence of a reportable event, within the
meaning of Section 4043 of ERISA, with respect to any Plan unless the 30-day notice
requirement with respect to such event has been waived by the PBGC, or (ii) the requirements
of subsection (1) of Section 4043(b) of ERISA (without regard to subsection (2) of such
Section) are met with a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of
a Plan, and an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c)
of ERISA is reasonably expected to occur with respect to such Plan within the following 30
days; (b) the application for a minimum funding waiver with respect to a Plan; (c) the
provision by the administrator of any Plan of a notice of intent to terminate such Plan
pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan
amendment referred to in Section 4041(e) of ERISA); (d) the cessation of operations at a
facility of any of the Borrowers or any ERISA Affiliate in the circumstances described in
Section 4062(e) of ERISA; (e) the withdrawal by any of the Borrowers or any ERISA Affiliate
from a Multiple Employer Plan during a plan year for which it was a substantial employer, as
defined in Section 4001(a)(2) of ERISA; (f) the conditions for the imposition of a lien
under Section 302(f) of ERISA shall have been met with respect to any Plan; (g) the adoption
of an amendment to a Plan requiring the provision of security to such Plan pursuant to
Section 307 of ERISA; or (h) the institution by the PBGC of proceedings to terminate a Plan
pursuant to Section 4042 of ERISA, or the occurrence of any event or condition described in
Section 4042 of ERISA that constitutes grounds for the termination of, or the appointment of
a trustee to administer, a Plan.




"EURIBO Rate” means the rate appearing on Page 248 of the Moneyline Telerate
Markets (or on any successor or substitute page of such Service, or any successor to or
substitute for such Service, providing rate quotations comparable to those currently
provided on such page of such Service, as determined by the Agent from time to time for
purposes of providing quotations of interest rates applicable to deposits in Euro by
reference to the Banking Federation of the European Union Settlement Rates for deposits in
Euro) at approximately 10:00 a.m., London time, two Business Days prior to the commencement
of such Interest Period, as the rate for deposits in Euro with a maturity comparable to such
Interest Period or, if for any reason such rate is not available, the average (rounded
upward to the nearest whole multiple of 1/16 of 1% per annum, if such average is not such a
multiple) of the respective rates per annum at which deposits in Euros are offered by the
principal office of each of the Reference Banks in London, England to prime banks in the
London interbank market at 11:00 A.M. (London time) two Business Days before the first day
of such Interest Period in an amount substantially equal (x) in the case of Revolving Credit
Borrowings, to such Reference Bank’s Eurocurrency Rate Advance comprising part of such
Revolving Credit Borrowing to be outstanding during such Interest Period and for a period
equal to such Interest Period (subject, however, to the provisions of Section 2.08) or (y)
in the case of Competitive Bid Borrowings, to the amount that would be the Reference Banks’
respective ratable shares of such Borrowing if such Borrowing were to be a Revolving Credit
Borrowing to be outstanding during such Interest Period and for a period equal to such
Interest Period (subject, however, to the provisions of Section 2.08).




"Euro” means the lawful currency of the European Union as constituted by the
Treaty of Rome which established the European Community, as such treaty may be amended from
time to time and as referred to in the EMU legislation.




"Eurocurrency Liabilities” has the meaning assigned to that term in Regulation
D of the Board of Governors of the Federal Reserve System, as in effect from time to time.




"Eurocurrency Lending Office” means, with respect to any Lender, the office of
such Lender specified as its “Eurocurrency Lending Office” opposite its name on Schedule I
hereto or in the Assumption Agreement or the Assignment and Acceptance pursuant to which it
became a Lender (or, if no such office is specified, its Domestic Lending Office), or such
other office of such Lender as such Lender may from time to time specify to the Borrowers
and the Agent.




"Eurocurrency Rate” means, for any Interest Period for each Eurocurrency Rate
Advance comprising part of the same Revolving Credit Borrowing, an interest rate per annum
equal to the rate per annum obtained by dividing (a)(i) in the case of any Revolving Credit
Advance denominated in Dollars or any Committed Currency other than Euro, the rate per annum
(rounded upward to the nearest whole multiple of 1/16 of 1% per annum) appearing on
Moneyline Telerate Markets Page 3750 (or any successor page) as the London interbank offered
rate for deposits in Dollars or the applicable Committed Currency at approximately 11:00
A.M. (London time) two Business Days prior to the first day of such Interest Period for a
term comparable to such Interest Period or, if for any reason such rate is not available,
the average (rounded upward to the nearest whole multiple of 1/16 of 1% per annum, if such
average is not such a multiple) of the rates per annum, as determined by the Agent and
subject, however, to the provisions of Section 2.08, at which deposits in
Dollars or the applicable Committed Currency are offered by the principal office of each of
the Reference Banks in London, England to prime banks in the London interbank market at
11:00 A.M. (London time) two Business Days before the first day of such Interest Period in
an amount substantially equal to such Reference Bank’s Eurocurrency Rate Advance comprising
part of such Revolving Credit Borrowing to be outstanding during such Interest Period and
for a period equal to such Interest Period or, (ii) in the case of any Revolving Credit
Advance denominated in Euros, the EURIBO Rate by (b) a percentage equal to 100% minus the
Eurocurrency Rate Reserve Percentage for such Interest Period.




"Eurocurrency Rate Advance” means a Revolving Credit Advance denominated in
Dollars or a Committed Currency that bears interest as provided in Section 2.07(a)(ii).




"Eurocurrency Rate Reserve Percentage” for any Interest Period for all
Eurocurrency Rate Advances or LIBO Rate Advances comprising part of the same Borrowing means
the reserve percentage applicable two Business Days before the first day of such Interest
Period under regulations issued from time to time by the Board of Governors of the Federal
Reserve System (or any successor) for determining the maximum reserve requirement
(including, without limitation, any emergency, supplemental or other marginal reserve
requirement) for a member bank of the Federal Reserve System in New York City with respect
to liabilities or assets consisting of or including Eurocurrency Liabilities (or with
respect to any other category of liabilities that includes deposits by reference to which
the interest rate on Eurocurrency Rate Advances or LIBO Rate Advances is determined) having
a term equal to such Interest Period.




"Events of Default” has the meaning specified in Section 6.01.




"Extension Date” has the meaning specified in Section 2.17(b).




"Federal Funds Rate” means, for any period, a fluctuating interest rate per
annum equal for each day during such period to the weighted average of the rates on
overnight Federal funds transactions with members of the Federal Reserve System arranged by
Federal funds brokers, as published for such day (or, if such day is not a Business Day, for
the next preceding 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 of the quotations for
such day on such transactions received by the Agent from three Federal funds brokers of
recognized standing selected by it.




"Fixed Rate Advances” has the meaning specified in Section 2.03(a)(i), which
Advances shall be denominated in Dollars or in any Foreign Currency.




"Foreign Currency” means any Committed Currency and any other lawful currency
(other than Dollars) that is freely transferable or convertible into Dollars.




"Foreign Subsidiary” means a Subsidiary organized under the laws of a
jurisdiction other than the United States or any State thereof.




"GAAP” has the meaning specified in Section 1.03.




"Guaranteed Obligations” has the meaning specified in Section 7.01.




"Guaranty” means the Guaranty of the Company set forth in Article VII.




"Haas Family” means (a) any of the descendants of Otto Haas, the founder of the
Company, and their spouses, (b) any trustee under any inter vivos or testamentary trust for
the benefit of any of the Persons specified in clause (a) or the cestui que trusts
thereunder or (c) any foundation established by Phoebe Haas, the spouse of Otto Haas, or by
any of the Persons specified in clause (a).




"Hazardous Materials” means (a) petroleum and petroleum products, byproducts or
breakdown products and (b) any other chemicals, materials or substances designated,
classified or regulated as hazardous or toxic or as a pollutant or contaminant under any
Environmental Law.




"Hedge Agreements” means interest rate swap, cap or collar agreements, interest
rate future or option contracts, currency swap agreements, currency future or option
contracts and other similar agreements.




"Increase Date” has the meaning specified in Section 2.18(a).




"Increasing Lender” has the meaning specified in Section 2.18(b).




"Interest Coverage Ratio” means, at any date of determination, the ratio of (a)
Consolidated EBITDA to (b) interest payable on, and amortization of debt discount in respect
of, all Debt for Borrowed Money, in each case, of or by the Company and its Consolidated
Subsidiaries during the four consecutive fiscal quarters most recently ended for which
financial statements are required to be delivered to the Lenders pursuant to Section
5.01(i)(i) or (ii), as the case may be.




"Interest Period” means, for each Eurocurrency Rate Advance comprising part of
the same Revolving Credit Borrowing and each LIBO Rate Advance comprising part of the same
Competitive Bid Borrowing, the period commencing on the date of such Eurocurrency Rate
Advance or LIBO Rate Advance or the date of the Conversion of any Base Rate Advance into
such Eurocurrency Rate Advance and ending on the last day of the period selected by the
applicable Borrower pursuant to the provisions below and, thereafter, with respect to
Eurocurrency Rate Advances, each subsequent period commencing on the last day of the
immediately preceding Interest Period and ending on the last day of the period selected by
such Borrower pursuant to the provisions below. The duration of each such Interest Period
shall be 1, 2, 3 or 6 months or, subject to clause (c) of this definition, 9 or 12 months,
as the applicable Borrower may, upon notice received by the Agent not later than 11:00 A.M.
(New York City time) on the third Business Day prior to the first day of such Interest
Period, select; provided, however, that:




(a) the Borrowers may not select any Interest Period that ends after the
applicable Termination Date;




(b) Interest Periods commencing on the same date for Eurocurrency Rate Advances
comprising part of the same Revolving Credit Borrowing or for LIBO Rate Advances
comprising part of the same Competitive Bid Borrowing shall be of the same duration;




(c) in the case of any such Revolving Credit Borrowing, the Borrowers shall not
be entitled to select an Interest Period having duration of nine or twelve months
unless, by 2:00 P.M. (New York City time) on the third Business Day prior to the
first day of such Interest Period, each Lender notifies the Agent that such Lender
will be providing funding for such Revolving Credit Borrowing with such Interest
Period (the failure of any Lender to so respond by such time being deemed for all
purposes of this Agreement as notice from such Lender that the requested duration of
such Interest Period is not available to it); provided that, if any or all
of the Lenders object to the requested duration of such Interest Period, the
duration of the Interest Period for such Revolving Credit Borrowing shall be one,
two, three or six months, as specified by the Borrower requesting such Revolving
Credit Borrowing in the applicable Notice of Revolving Credit Borrowing as the
desired alternative to an Interest Period of nine or twelve months;




(d) whenever the last day of any Interest Period would otherwise occur on a day
other than a Business Day, the last day of such Interest Period shall be extended to
occur on the next succeeding Business Day, provided, however, that,
if such extension would cause the last day of such Interest Period to occur in the
next following calendar month, the last day of such Interest Period shall occur on
the next preceding Business Day; and




(e) whenever the first day of any Interest Period occurs on a day of an initial
calendar month for which there is no numerically corresponding day in the calendar
month that succeeds such initial calendar month by the number of months equal to the
number of months in such Interest Period, such Interest Period shall end on the last
Business Day of such succeeding calendar month.




"Internal Revenue Code” means the Internal Revenue Code of 1986, as amended
from time to time, and the regulations promulgated thereunder.




"Lenders” means the Initial Lenders, each Assuming Lender that shall become a
party hereto pursuant to Section 2.17 or 2.18 and each Person that shall become a party
hereto pursuant to Section 9.07.




"LIBO Rate” means, for any Interest Period for all LIBO Rate Advances
comprising part of the same Competitive Bid Borrowing, an interest rate per annum equal to
the rate per annum obtained by dividing (a)(i) in the case of any Competitive Bid Borrowing
denominated in Dollars or any Foreign Currency other than Euros, the rate per annum (rounded
upward to the nearest whole multiple of 1/16 of 1% per annum) appearing on Moneyline
Telerate Markets Page 3750 (or any successor page) as the London interbank offered rate for
deposits in Dollars or the applicable Committed Currency at approximately 11:00 A.M. (London
time) two Business Days prior to the first day of such Interest Period for a term comparable
to such Interest Period or, if for any reason such rate is not available, the average
(rounded upward to the nearest whole multiple of 1/16 of 1% per annum, if such average is
not such a multiple) of the rates per annum, as determined by the Agent and subject,
however, to the provisions of Section 2.08, at which deposits in Dollars or the
applicable Foreign Currency are offered by the principal office of each of the Reference
Banks in London, England to prime banks in the London interbank market at 11:00 A.M. (London
time) two Business Days before the first day of such Interest Period in an amount
substantially equal to the amount that would be the Reference Banks’ respective ratable
 shares of such Borrowing if such Borrowing were to be a Revolving Credit Borrowing to be
outstanding during such Interest Period and for a period equal to such Interest Period or
(ii) in the case of any Competitive Bid Borrowing denominated in Euros, the EURIBO Rate by
(b) a percentage equal to 100% minus the Eurocurrency Rate Reserve Percentage for such
Interest Period.




"LIBO Rate Advances” means a Competitive Bid Advance denominated in Dollars or
in any Foreign Currency and bearing interest based on the LIBO Rate.




"Lien” means any lien, security interest or other charge or encumbrance of any
kind, or any other type of preferential arrangement, including, without limitation, the lien
or retained security title of a conditional vendor and any easement, right of way or other
encumbrance on title to real property.




"Local Rate Advance” means a Competitive Bid Advance denominated in any Foreign
Currency sourced from the jurisdiction of issuance of such Foreign Currency and bearing
interest at a fixed rate.




"Material Adverse Change” means any material adverse change in the business,
condition (financial or otherwise) or results of operations of the Company and its
Subsidiaries taken as a whole.




"Material Adverse Effect” means a material adverse effect on (a) the business,
condition (financial or otherwise) or results of operations of the Company and its
Subsidiaries taken as a whole, (b) the rights and remedies of the Agent or any Lender under
this Agreement or any Note or (c) the ability of any Borrower to perform its obligations
under this Agreement or any Note.




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




"Multiemployer Plan” means a multiemployer plan, as defined in Section
4001(a)(3) of ERISA, to which any Borrower or any ERISA Affiliate is making or accruing an
obligation to make contributions, or has within any of the preceding five plan years made or
accrued an obligation to make contributions.




"Multiple Employer Plan” means a single employer plan, as defined in Section
4001(a)(15) of ERISA, that (a) is maintained for employees of any Borrower or any ERISA
Affiliate and at least one Person other than such Borrower and the ERISA Affiliates or (b)
was so maintained and in respect of which any Borrower or any ERISA Affiliate could have
liability under Section 4064 or 4069 of ERISA in the event such plan has been or were to be
terminated.




"Non-Consenting Lender” has the meaning specified in Section 2.17(b).




"Note” means a Revolving Credit Note or a Competitive Bid Note.




"Notice of Competitive Bid Borrowing” has the meaning specified in Section
2.03(a).




"Notice of Revolving Credit Borrowing” has the meaning specified in Section
2.02(a).




"Payment Office” means, for any Foreign Currency, such office of Citibank as
shall be from time to time selected by the Agent and notified by the Agent to the Borrower
and the Lenders.




"PBGC” means the Pension Benefit Guaranty Corporation (or any successor).




"Performance Level” means, as of any date of determination, the numerical level
set forth below as then in effect, as determined by reference to the Public Debt Rating then
in effect, provided, however, that, with respect to Levels 1 through 4, if
the Level established by reference to the Public Debt Rating by S&P and the Level
established by reference to the Public Debt Rating by Moody’s are one Level apart, the
Performance Level shall be the Level that is the higher credit Level of the two Levels so
established, provided further, however, that, with respect to Levels
1 through 4, if the Level established by reference to the Public Debt Rating by S&P and the
Level established by reference to the Public Debt Rating by Moody’s are more than one Level
apart, the Performance Level shall be the Level that is one credit Level above the lower of
the two credit Levels so established:




	 	 	 	Level 1 The Public Debt Rating is greater than or equal to A2 by
Moody’s or A by S&P;





	 	 	 
	Level 2

	 	The Public Debt Rating is A3 by Moody’s or A- by S&P;
	
 
	 	 
	Level 3

	 	The Public Debt Rating is Baa1 by Moody’s or BBB+ by S&P;
	
 
	 	 
	Level 4

	 	The Public Debt Rating is Baa2 by Moody’s or BBB by S&P;
	
 
	 	 
	Level 5

	 	The Public Debt Rating is Baa3 by Moody’s and BBB- by S&P;
	
 
	 	 
	Level 6

	 	The Public Debt Rating is lower than Baa3 by Moody’s or BBB- by S&P.
	
 
	 	 







"Permitted Liens” means such of the following as to which no enforcement,
collection, execution, levy or foreclosure proceeding shall have been commenced: (a) Liens
for taxes, assessments and governmental charges or levies to the extent not required to be
paid under Section 5.01(b) hereof; (b) Liens imposed by law, such as materialmen’s,
mechanics’, carriers’, workmen’s and repairmen’s Liens and other similar Liens arising in
the ordinary course of business securing obligations that are not overdue for a period of
more than 60 days; (c) pledges or deposits to secure obligations under workers’ compensation
laws or similar legislation or to secure public or statutory obligations; and (d) easements,
rights of way and other encumbrances on title to real property that do not render title to
the property encumbered thereby unmarketable or materially adversely affect the use of such
property for its present purposes.




"Person” means an individual, partnership, corporation (including a business
trust), joint stock company, trust, unincorporated association, joint venture, limited
liability company or other entity, or a government or any political subdivision or agency
thereof.




"Plan” means a Single Employer Plan or a Multiple Employer Plan.




"Public Debt Rating” means, as of any date, the lowest rating that has been
most recently announced by either S&P or Moody’s, as the case may be, for any class of
non-credit enhanced long-term senior unsecured debt issued by the Company. For purposes of
the foregoing, (a) if only one of S&P and Moody’s shall have in effect a Public Debt Rating,
the Applicable Margin, the Applicable Percentage and the Applicable Utilization Fee shall be
determined by reference to the available rating; (b) if neither S&P nor Moody’s shall have
in effect a Public Debt Rating, the Applicable Margin, the Applicable Percentage and the
Applicable Utilization Fee will be set in accordance with Level 6 under the definition of
“Applicable Margin”, “Applicable Percentage” or “Applicable Utilization
Fee,” as the case may be; (c) if any rating established by S&P or Moody’s shall be
changed, such change shall be effective as of the date on which such change is first
announced publicly by the rating agency making such change; and (d) if S&P or Moody’s shall
change the basis on which ratings are established, each reference to the Public Debt Rating
announced by S&P or Moody’s, as the case may be, shall refer to the then equivalent rating
by S&P or Moody’s, as the case may be.




"Receivables Securitization” means sales of accounts receivable of any Borrower
or any of its Subsidiaries in connection with agreements for limited recourse or
non-recourse sales by such Borrower or Subsidiary for cash, provided that (A) any
such agreement is of a type and on terms customary for comparable transactions in the good
faith judgment of the Board of Directors of such Borrower or Subsidiary and (B) such
agreement does not create any interest in any asset other than accounts receivable (and
property securing or otherwise supporting accounts receivable) and proceeds of the
foregoing.




"Reference Banks” means Citibank, Bank of America, N.A., JPMorgan Chase Bank,
N.A. and Wachovia Bank, National Association.




"Register” has the meaning specified in Section 9.07(d).




"Required Lenders” means at any time Lenders owed at least a majority in
interest of the then aggregate unpaid principal amount (based on the Equivalent in Dollars
at such time) of the Revolving Credit Advances owing to Lenders, or, if no such principal
amount is then outstanding, Lenders having at least a majority in interest of the
Commitments.




"Revolving Credit Advance” means an advance by a Lender to a Borrower as part
of a Revolving Credit Borrowing and refers to a Base Rate Advance or a Eurocurrency Rate
Advance (each of which shall be a “Type” of Revolving Credit Advance).




"Revolving Credit Borrowing” means a borrowing consisting of simultaneous
Revolving Credit Advances of the same Type made by each of the Lenders pursuant to Section
2.01.




"Revolving Credit Borrowing Minimum” means, in respect of Revolving Credit
Advances denominated in Dollars, $10,000,000, in respect of Revolving Credit Advances
denominated in Sterling, £10,000,000, in respect of Revolving Credit Advances denominated in
Yen, ¥1,000,000,000 and, in respect of Revolving Credit Advances denominated in Euros,
€10,000,000.




"Revolving Credit Borrowing Multiple” means, in respect of Revolving Credit
Advances denominated in Dollars, $1,000,000, in respect of Revolving Credit Advances
denominated in Sterling, £1,000,000, in respect of Revolving Credit Advances denominated in
Yen, ¥100,000,000 and, in respect of Revolving Credit Advances denominated in Euros,
€1,000,000.




"Revolving Credit Note” means a promissory note of a Borrower payable to the
order of any Lender, delivered pursuant to a request made under Section 2.15 in
substantially the form of Exhibit A-1 hereto, evidencing the aggregate indebtedness of such
Borrower to such Lender resulting from the Revolving Credit Advances made by such Lender.




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




"Single Employer Plan” means a single employer plan, as defined in Section
4001(a)(15) of ERISA, that (a) is maintained for employees of any Borrower or any ERISA
Affiliate and no Person other than the Borrowers and the ERISA Affiliates or (b) was so
maintained and in respect of which any Borrower or any ERISA Affiliate could have liability
under Section 4069 of ERISA in the event such plan has been or were to be terminated.




"Sub-Agent” means Citibank International plc.




"Subsidiary” of any Person means any corporation, partnership, joint venture,
limited liability company, trust or estate of which (or in which) more than 50% of (a) the
issued and outstanding capital stock having ordinary voting power to elect a majority of the
Board of Directors of such corporation (irrespective of whether at the time capital stock of
any other class or classes of such corporation shall or might have voting power upon the
occurrence of any contingency), (b) the interest in the capital or profits of such limited
liability company, partnership or joint venture or (c) the beneficial interest in such trust
or estate is at the time directly or indirectly owned or controlled by such Person, by such
Person and one or more of its other Subsidiaries or by one or more of such Person’s other
Subsidiaries.




"Termination Date” means the earlier of (a) December 16, 2010, subject to the
extension thereof pursuant to Section 2.17 and (b) the date of termination in whole of the
Commitments pursuant to Section 2.05 or 6.01; provided, however, that the
Termination Date of any Lender that is a Non-Consenting Lender to any requested extension
pursuant to Section 2.17 shall be the Termination Date in effect immediately prior to the
applicable Extension Date for all purposes of this Agreement.




"Voting Stock” means capital stock issued by a corporation, or equivalent
interests in any other Person, the holders of which are ordinarily, in the absence of
contingencies, entitled to vote for the election of directors (or persons performing similar
functions) of such Person, even if the right so to vote has been suspended by the happening
of such a contingency.



SECTION 1.02. Computation of Time Periods. In this Agreement in the computation of
periods of time from a specified date to a later specified date, the word “from” means “from and
including” and the words “to” and “until” each mean “to but excluding”.



SECTION 1.03. Accounting Terms. All accounting terms not specifically defined herein
shall be construed in accordance with generally accepted accounting principles consistent with
those applied in the preparation of the financial statements referred to in Section 4.01(e)
(“GAAP”).



ARTICLE II




AMOUNTS AND TERMS OF THE ADVANCES




SECTION 2.01. The Revolving Credit Advances. Each Lender severally agrees, on the
terms and conditions hereinafter set forth, to make Revolving Credit Advances to any Borrower from
time to time on any Business Day during the period from the Effective Date until the Termination
Date in an aggregate amount for all Borrowers (based in respect of any Revolving Credit Advances to
be denominated in a Committed Currency on the Equivalent in Dollars determined on the date of
delivery of the applicable Notice of Revolving Credit Borrowing) not to exceed at any time
outstanding such Lender’s Commitment; provided that the aggregate amount of the Commitments
of the Lenders shall be deemed used from time to time to the extent of the aggregate amount (based
in respect of any Competitive Bid Advance denominated in a Foreign Currency on the Equivalent in
Dollars at such time) of the Competitive Bid Advances then outstanding and such deemed use of the
aggregate amount of the Commitments shall be allocated among the Lenders ratably according to their
respective Commitments (such deemed use of the aggregate amount of the Commitments being a
"Competitive Bid Reduction”). Each Revolving Credit Borrowing shall be in an amount not
less than the Revolving Credit Borrowing Minimum or the Revolving Credit Borrowing Multiple in
excess thereof and shall consist of Revolving Credit Advances of the same Type and in the same
currency made on the same day by the Lenders ratably according to their respective Commitments.
Within the limits of each Lender’s Commitment, the Borrowers may borrow under this Section 2.01,
prepay pursuant to Section 2.09 and reborrow under this Section 2.01.



SECTION 2.02. Making the Revolving Credit Advances. (a) Each Revolving Credit
Borrowing shall be made on notice, given not later than (x) 11:00 A.M. (New York City time) on the
third Business Day prior to the date of the proposed Revolving Credit Borrowing in the case of a
Revolving Credit Borrowing consisting of Eurocurrency Rate Advances denominated in Dollars, (y)
4:00 P.M. (London time) on the third Business Day prior to the date of the proposed Revolving
Credit Borrowing in the case of a Revolving Credit Borrowing consisting of Eurocurrency Rate
Advances denominated in any Committed Currency, or (z) 10:00 A.M. (New York City time) on the date
of the proposed Revolving Credit Borrowing in the case of a Revolving Credit Borrowing consisting
of Base Rate Advances, by the applicable Borrower to the Agent (and, in the case of a Revolving
Credit Borrowing consisting of Eurocurrency Rate Advances, simultaneously to the Sub-Agent), which
shall give to each Lender prompt notice thereof by telecopier or telex. Each such notice of a
Revolving Credit Borrowing (a “Notice of Revolving Credit Borrowing”) shall be by
telephone, confirmed immediately in writing, or telecopier or telex in substantially the form of
Exhibit B-1 hereto, specifying therein the requested (i) date of such Revolving Credit Borrowing,
(ii) Type of Advances comprising such Revolving Credit Borrowing, (iii) aggregate amount of such
Revolving Credit Borrowing, and (iv) in the case of a Revolving Credit Borrowing consisting of
Eurocurrency Rate Advances, initial Interest Period and currency for each such Revolving Credit
Advance. Each Lender shall, before 12:00 Noon (New York City time) on the date of such Revolving
Credit Borrowing, in the case of a Revolving Credit Borrowing consisting of Advances denominated in
Dollars, and before 11:00 A.M. (London time) on the date of such Revolving Credit Borrowing, in the
case of a Revolving Credit Borrowing consisting of Eurocurrency Rate Advances denominated in any
Committed Currency, make available for the account of its Applicable Lending Office to the Agent at
the applicable Agent’s Account, in same day funds, such Lender’s ratable portion of such Revolving
Credit Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable
conditions set forth in Article III, the Agent will make such funds available to the applicable
Borrower at the Agent’s address referred to in Section 9.02 or at the applicable Payment Office,
as the case may be.



(b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrowers may
not select Eurocurrency Rate Advances for any Revolving Credit Borrowing if the aggregate amount of
such Revolving Credit Borrowing is less than $25,000,000 or if the obligation of the Lenders to
make Eurocurrency Rate Advances shall then be suspended pursuant to Section 2.08 or 2.11 and (ii)
the Eurocurrency Rate Advances may not be outstanding as part of more than 12 separate Revolving
Credit Borrowings.



(c) Each Notice of Revolving Credit Borrowing shall be irrevocable and binding on the
applicable Borrower. In the case of any Revolving Credit Borrowing that the related Notice of
Revolving Credit Borrowing specifies is to be comprised of Eurocurrency Rate Advances, the
applicable Borrower shall indemnify each Lender against any loss, cost or expense reasonably
incurred by such Lender as a result of any failure to fulfill on or before the date specified in
such Notice of Revolving Credit Borrowing for such Revolving Credit Borrowing the applicable
conditions set forth in Article III, including, without limitation, any loss (including loss of
anticipated profits), reasonable cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by such Lender to fund the Revolving Credit
Advance to be made by such Lender as part of such Revolving Credit Borrowing when such Revolving
Credit Advance, as a result of such failure, is not made on such date.



(d) Unless the Agent shall have received notice from a Lender prior to the time of any
Revolving Credit Borrowing that such Lender will not make available to the Agent such Lender’s
ratable portion of such Revolving Credit Borrowing, the Agent may assume that such Lender has made
such portion available to the Agent on the date of such Revolving Credit Borrowing in accordance
with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make
available to the applicable Borrower on such date a corresponding amount. If and to the extent
that such Lender shall not have so made such ratable portion available to the Agent, such Lender
and the applicable Borrower severally agree to repay to the Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date such amount is made
available to the applicable Borrower until the date such amount is repaid to the Agent, at (i) in
the case of such Borrower, the higher of (A) the interest rate applicable at the time to Revolving
Credit Advances comprising such Revolving Credit Borrowing and (B) the cost of funds incurred by
the Agent in respect of such amount and (ii) in the case of such Lender, (A) the Federal Funds Rate
in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in
respect of such amount in the case of Advances denominated in Committed Currencies. If such Lender
shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such
Lender’s Revolving Credit Advance as part of such Revolving Credit Borrowing for purposes of this
Agreement.



(e) The failure of any Lender to make the Revolving Credit Advance to be made by it as part of
any Revolving Credit Borrowing shall not relieve any other Lender of its obligation, if any,
hereunder to make its Revolving Credit Advance on the date of such Revolving Credit Borrowing, but
no Lender shall be responsible for the failure of any other Lender to make the Revolving Credit
Advance to be made by such other Lender on the date of any Revolving Credit Borrowing.



SECTION 2.03. The Competitive Bid Advances. (a) Each Lender severally agrees that
any Borrower may make Competitive Bid Borrowings under this Section 2.03 from time to time on any
Business Day during the period from the Effective Date until the date occurring 30 days prior to
the Termination Date in the manner set forth below; provided that, following the making of
each Competitive Bid Borrowing, the aggregate amount of the Advances then outstanding (based in
respect of any Advance denominated in a Foreign Currency on the Equivalent in Dollars at the time
such Competitive Bid Borrowing is requested) shall not exceed the aggregate amount of the
Commitments of the Lenders (computed without regard to any Competitive Bid Reduction).




(i) Any Borrower may request a Competitive Bid Borrowing under this Section 2.03 by
delivering to the Agent (and, in the case of a Competitive Bid Borrowing not consisting of
Fixed Rate Advances or LIBO Rate Advances to be denominated in Dollars, simultaneously to
the Sub-Agent), by telecopier or telex, a notice of a Competitive Bid Borrowing (a
“Notice of Competitive Bid Borrowing”), in substantially the form of Exhibit B-2
hereto, specifying therein the requested (A) date of such proposed Competitive Bid
Borrowing, (B) aggregate amount of such proposed Competitive Bid Borrowing, (C) interest
rate basis and day count convention to be offered by the Lenders, (D) currency of such
proposed Competitive Bid Borrowing, (E) in the case of a Competitive Bid Borrowing
consisting of LIBO Rate Advances, Interest Period, or in the case of a Competitive Bid
Borrowing consisting of Fixed Rate Advances or Local Rate Advances, maturity date for
repayment of each Fixed Rate Advance or Local Rate Advance to be made as part of such
Competitive Bid Borrowing (which maturity date may not be earlier than the date occurring
thirty days after the date of such Competitive Bid Borrowing or later than the earlier of
(I) 180 days after the date of such Competitive Bid Borrowing and (II) the Termination
Date), (F) interest payment date or dates relating thereto, (G) location of the Borrower’s
account to which funds are to be advanced and (H) other terms (if any) to be applicable to
such Competitive Bid Borrowing, not later than (w) 10:00 A.M. (New York City time) at least
one Business Day prior to the date of the proposed Competitive Bid Borrowing, if such
Borrower shall specify in the Notice of Competitive Bid Borrowing that the rates of interest
to be offered by the Lenders shall be fixed rates per annum (the Advances comprising any
such Competitive Bid Borrowing being referred to herein as “Fixed Rate Advances”)
and that the Advances comprising such proposed Competitive Bid Borrowing shall be
denominated in Dollars, (x) 10:00 A.M. (New York City time) at least four Business Days
prior to the date of the proposed Competitive Bid Borrowing, if such Borrower shall specify
in the Notice of Competitive Bid Borrowing that the Advances comprising such Competitive Bid
Borrowing shall be LIBO Rate Advances denominated in Dollars, (y) 10:00 A.M. (London time)
at least three Business Days prior to the date of the proposed Competitive Bid Borrowing, if
the Borrower shall specify in the Notice of Competitive Bid Borrowing that the Advances
comprising such proposed Competitive Bid Borrowing shall be either Fixed Rate Advances
denominated in any Foreign Currency or Local Rate Advances denominated in any Foreign
Currency and (z) 10:00 A.M. (London time) at least five Business Days prior to the date of
the proposed Competitive Bid Borrowing, if such Borrower shall instead specify in the Notice
of Competitive Bid Borrowing that the Advances comprising such Competitive Bid Borrowing
shall be LIBO Rate Advances denominated in any Foreign Currency. Each Notice of Competitive
Bid Borrowing shall be irrevocable and binding on such Borrower. The Agent shall in turn
promptly notify each Lender of each request for a Competitive Bid Borrowing received by it
from such Borrower by sending such Lender a copy of the related Notice of Competitive Bid
Borrowing.




(ii) Each Lender may, if, in its sole discretion, it elects to do so, irrevocably offer
to make one or more Competitive Bid Advances to such Borrower as part of such proposed
Competitive Bid Borrowing at a rate or rates of interest specified by such Lender in its
sole discretion, by notifying the Agent or the Sub-Agent, as the case may be (which shall
give prompt notice thereof to such Borrower), (A) before 9:30 A.M. (New York City time) on
the date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid
Borrowing consisting of Fixed Rate Advances denominated in Dollars, (B) before 10:00 A.M.
(New York City time) three Business Days before the date of such proposed Competitive Bid
Borrowing, in the case of a Competitive Bid Borrowing consisting of LIBO Rate Advances,
denominated in Dollars, (C) before 12:00 noon (London time) on the Business Day prior to the
date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing
consisting of either Fixed Rate Advances denominated in any Foreign Currency or Local Rate
Advances denominated in any Foreign Currency and (D) before 12:00 noon (London time) on the
third Business Day prior to the date of such proposed Competitive Bid Borrowing, in the case
of a Competitive Bid Borrowing consisting of LIBO Rate Advances denominated in any Foreign
Currency, of the minimum amount and maximum amount of each Competitive Bid Advance which
such Lender would be willing to make as part of such proposed Competitive Bid Borrowing
(which amounts or the Equivalent thereof in Dollars, as the case may be, of such proposed
Competitive Bid may, subject to the proviso to the first sentence of this Section 2.03(a),
exceed such Lender’s Commitment, if any), the rate or rates of interest therefor and such
Lender’s Applicable Lending Office with respect to such Competitive Bid Advance;
provided that if the Agent in its capacity as a Lender shall, in its sole
discretion, elect to make any such offer, it shall notify such Borrower of such offer at
least 30 minutes before the time and on the date on which notice of such election is to be
given to the Agent or to the Sub-Agent, as the case may be, by the other Lenders. If any
Lender shall elect not to make such an offer, such Lender shall so notify the Agent before
10:00 A.M. (New York City time) or the Sub-Agent before 12:00 noon (London time) on the date
on which notice of such election is to be given to the Agent or to the Sub-Agent, as the
case may be, by the other Lenders, and such Lender shall not be obligated to, and shall not,
make any Competitive Bid Advance as part of such Competitive Bid Borrowing; provided
that the failure by any Lender to give such notice shall not cause such Lender to be
obligated to make any Competitive Bid Advance as part of such proposed Competitive Bid
Borrowing.




(iii) Such Borrower shall, in turn, (A) before 10:30 A.M. (New York City time) on the
date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing
consisting of Fixed Rate Advances denominated in Dollars, (B) before 11:00 A.M. (New York
City time) three Business Days before the date of such proposed Competitive Bid Borrowing,
in the case of a Competitive Bid Borrowing consisting of LIBO Rate Advances denominated in
Dollars, (C) before 3:00 P.M. (London time) on the Business Day prior to the date of such
proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of
either Fixed Rate Advances denominated in any Foreign Currency or Local Rate Advances
denominated in any Foreign Currency and (D) before 3:00 P.M. (London time) on the third
Business Day prior to the date of such Competitive Bid Borrowing, in the case of a
Competitive Bid Borrowing consisting of LIBO Rate Advances denominated in any Foreign
Currency, either:




(x) cancel such Competitive Bid Borrowing by giving the Agent notice to that
effect, or




(y) accept one or more of the offers made by any Lender or Lenders pursuant to
paragraph (ii) above, in its sole discretion, by giving notice to the Agent or to
the Sub-Agent, as the case may be, of the amount of each Competitive Bid Advance
(which amount shall be equal to or greater than the minimum amount, and equal to or
less than the maximum amount, notified to such Borrower by the Agent or the
Sub-Agent, as the case may be, on behalf of such Lender for such Competitive Bid
Advance pursuant to paragraph (ii) above) to be made by each Lender as part of such
Competitive Bid Borrowing, and reject any remaining offers made by Lenders pursuant
to paragraph (ii) above by giving the Agent or the Sub-Agent, as the case may be,
notice to that effect. Such Borrower shall accept the offers made by any Lender or
Lenders to make Competitive Bid Advances in order of the lowest to the highest rates
of interest offered by such Lenders (after giving effect to any Taxes and Other
Taxes that may be payable by the Borrower pursuant to Section 2.13). If two or more
Lenders have offered the same interest rate, the amount to be borrowed at such
interest rate will be allocated among such Lenders in proportion to the amount that
each such Lender offered at such interest rate.




(iv) If such Borrower notifies the Agent or the Sub-Agent, as the case may be, that
such Competitive Bid Borrowing is cancelled pursuant to paragraph (iii)(x) above, the Agent
or the Sub-Agent, as the case may be, shall give prompt notice thereof to the Lenders and
such Competitive Bid Borrowing shall not be made.




(v) If such Borrower accepts one or more of the offers made by any Lender or Lenders
pursuant to paragraph (iii)(y) above, the Agent or the Sub-Agent, as the case may be, shall
in turn promptly notify (A) each Lender that has made an offer as described in paragraph
(ii) above, of the date and aggregate amount of such Competitive Bid Borrowing and whether
or not any offer or offers made by such Lender pursuant to paragraph (ii) above have been
accepted by such Borrower, (B) each Lender that is to make a Competitive Bid Advance as part
of such Competitive Bid Borrowing, of the amount of each Competitive Bid Advance to be made
by such Lender as part of such Competitive Bid Borrowing, and (C) each Lender that is to
make a Competitive Bid Advance as part of such Competitive Bid Borrowing, upon receipt, that
the Agent or the Sub-Agent, as the case may be, has received forms of documents appearing to
fulfill the applicable conditions set forth in Article III. Each Lender that is to make a
Competitive Bid Advance as part of such Competitive Bid Borrowing shall, before 11:00 A.M.
(New York City time, in the case of Competitive Bid Advances to be denominated in Dollars or
11:00 A.M. (London time), in the case of Competitive Bid Advances to be denominated in any
Foreign Currency, on the date of such Competitive Bid Borrowing specified in the notice
received from the Agent or the Sub-Agent, as the case may be, pursuant to clause (A) of the
preceding sentence or any later time when such Lender shall have received notice from the
Agent or the Sub-Agent, as the case may be, pursuant to clause (C) of the preceding
sentence, make available for the account of its Applicable Lending Office to the Agent (x)
in the case of a Competitive Bid Borrowing denominated in Dollars, at its address referred
to in Section 9.02, in same day funds, such Lender’s portion of such Competitive Bid
Borrowing in Dollars and (y) in the case of a Competitive Bid Borrowing in a Foreign
Currency, at the Payment Office for such Foreign Currency as shall have been notified by the
Agent to the Lenders prior thereto, in same day funds, such Lender’s portion of such
Competitive Bid Borrowing in such Foreign Currency. Upon fulfillment of the applicable
conditions set forth in Article III and after receipt by the Agent of such funds, the Agent
will make such funds available to such Borrower at the location specified by such Borrower
in its Notice of Competitive Bid Borrowing. Promptly after each Competitive Bid Borrowing
the Agent will notify each Lender of the amount of the Competitive Bid Borrowing, the
consequent Competitive Bid Reduction and the dates upon which such Competitive Bid Reduction
commenced and will terminate.




(vi) If such Borrower notifies the Agent or the Sub-Agent, as the case may be, that it
accepts one or more of the offers made by any Lender or Lenders pursuant to paragraph
(iii)(y) above, such notice of acceptance shall be irrevocable and binding on such Borrower.
Such Borrower shall indemnify each Lender against any loss, cost or expense reasonably
incurred by such Lender as a result of any failure to fulfill on or before the date
specified in the related Notice of Competitive Bid Borrowing for such Competitive Bid
Borrowing the applicable conditions set forth in Article III, including, without limitation,
any loss (including loss of anticipated profits), cost or expense incurred by reason of the
liquidation or reemployment of deposits or other funds acquired by such Lender to fund the
Competitive Bid Advance to be made by such Lender as part of such Competitive Bid Borrowing
when such Competitive Bid Advance, as a result of such failure, is not made on such date.



(b) Each Competitive Bid Borrowing shall be in an aggregate amount of $10,000,000 (or the
Equivalent thereof in any Foreign Currency, determined as of the time of the applicable Notice of
Competitive Bid Borrowing) or an integral multiple of $1,000,000 (or the Equivalent thereof in any
Foreign Currency, determined as of the time of the applicable Notice of Competitive Bid Borrowing)
in excess thereof and, following the making of each Competitive Bid Borrowing, the Competitive Bid
Borrowing shall be in compliance with the limitation set forth in the proviso to the first sentence
of subsection (a) above.



(c) Within the limits and on the conditions set forth in this Section 2.03, any Borrower may
from time to time borrow under this Section 2.03, repay or prepay pursuant to subsection (d) below,
and reborrow under this Section 2.03, provided that a Competitive Bid Borrowing by such
Borrower shall not be made within three Business Days of the date of any other Competitive Bid
Borrowing by such Borrower.



(d) Any Borrower making a Competitive Bid Borrowing shall repay to the Agent for the account
of each Lender that has made a Competitive Bid Advance, on the maturity date of each Competitive
Bid Advance (such maturity date being that specified by such Borrower for repayment of such
Competitive Bid Advance in the related Notice of Competitive Bid Borrowing delivered pursuant to
subsection (a)(i) above and provided in the Competitive Bid Note evidencing such Competitive Bid
Advance), the then unpaid principal amount of such Competitive Bid Advance. Such Borrower shall
have no right to prepay any principal amount of any Competitive Bid Advance unless, and then only
on the terms, specified by such Borrower for such Competitive Bid Advance in the related Notice of
Competitive Bid Borrowing delivered pursuant to subsection (a)(i) above and set forth in the
Competitive Bid Note evidencing such Competitive Bid Advance.



(e) Any Borrower making a Competitive Bid Borrowing shall pay interest on the unpaid principal
amount of each Competitive Bid Advance from the date of such Competitive Bid Advance to the date
the principal amount of such Competitive Bid Advance is repaid in full, at the rate of interest for
such Competitive Bid Advance specified by the Lender making such Competitive Bid Advance in its
notice with respect thereto delivered pursuant to subsection (a)(ii) above, payable on the interest
payment date or dates specified by such Borrower for such Competitive Bid Advance in the related
Notice of Competitive Bid Borrowing delivered pursuant to subsection (a)(i) above, as provided in
the Competitive Bid Note evidencing such Competitive Bid Advance. Upon the occurrence and during
the continuance of an Event of Default under Section 6.01(a), such Borrower shall pay interest on
the amount of unpaid principal of and interest on each Competitive Bid Advance owing to a Lender,
payable in arrears on the date or dates interest is payable thereon, at a rate per annum equal at
all times to 1.0% per annum above the rate per annum required to be paid on such Competitive Bid
Advance under the terms of the Competitive Bid Note evidencing such Competitive Bid Advance unless
otherwise agreed in such Competitive Bid Note.



(f) The indebtedness of any Borrower resulting from each Competitive Bid Advance made to such
Borrower as part of a Competitive Bid Borrowing shall be evidenced by a separate Competitive Bid
Note of such Borrower payable to the order of the Lender making such Competitive Bid Advance.



(g) Upon delivery of each Notice of Competitive Bid Borrowing, the Borrower shall pay a
non-refundable fee of $3,500 to the Agent for its own account.



SECTION 2.04. Fees. (a) Facility Fee. The Borrowers jointly and severally
agree to pay to the Agent for the account of each Lender a facility fee on the aggregate amount of
such Lender’s Commitment from the Effective Date in the case of each Initial Lender and from the
effective date specified in the Assumption Agreement or in the Assignment and Acceptance pursuant
to which it became a Lender in the case of each other Lender until the Termination Date at a rate
per annum equal to the Applicable Percentage in effect from time to time, payable in arrears
quarterly on the last day of each March, June, September and December, commencing December 31,
2005, and on the Termination Date.



(b) Agent’s Fees. The Borrowers jointly and severally shall pay to the Agent for its
own account such fees as may from time to time be agreed between the Borrowers and the Agent.



SECTION 2.05. Optional Termination or Reduction of the Commitments. The Borrowers
shall have the right, upon at least three Business Days’ notice to the Agent, which notice shall be
irrevocable, to terminate in whole or permanently reduce ratably in part the unused portions of the
respective Commitments of the Lenders, provided that each partial reduction shall be in the
aggregate amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof and
provided further that the aggregate amount of the Commitments of the Lenders shall
not be reduced to an amount that is less than the aggregate principal amount of the Competitive Bid
Advances denominated in Dollars then outstanding plus the Equivalent in Dollars (determined as of
the date of the notice of prepayment) of the aggregate principal amount of the Competitive Bid
Advances denominated in Foreign Currencies then outstanding.



SECTION 2.06. Repayment of Revolving Credit Advances. Each Borrower shall repay to
the Agent for the ratable account of the Lenders on the Termination Date the aggregate principal
amount of the Revolving Credit Advances then outstanding and owing by such Borrower.



SECTION 2.07. Interest on Revolving Credit Advances. (a) Scheduled
Interest. Each Borrower shall pay interest on the unpaid principal amount of each Revolving
Credit Advance owing by such Borrower to each Lender from the date of such Revolving Credit Advance
until such principal amount shall be paid in full, at the following rates per annum:




(i) Base Rate Advances. During such periods as such Revolving Credit Advance
is a Base Rate Advance, a rate per annum equal at all times to the sum of (x) the Base Rate
in effect from time to time plus (y) the Applicable Margin in effect from time to
time plus (z) the Applicable Utilization Fee, if any, in effect from time to time,
payable in arrears quarterly on the last day of each March, June, September and December
during such periods and on the date such Base Rate Advance shall be Converted or paid in
full.




(ii) Eurocurrency Rate Advances. During such periods as such Revolving Credit
Advance is a Eurocurrency Rate Advance, a rate per annum equal at all times during each
Interest Period for such Revolving Credit Advance to the sum of (x) the Eurocurrency Rate
for such Interest Period for such Revolving Credit Advance plus (y) the Applicable
Margin in effect from time to time plus (z) the Applicable Utilization Fee, if any,
in effect from time to time, payable in arrears on the last day of such Interest Period and,
if such Interest Period has a duration of more than three months, on each day that occurs
during such Interest Period every three months from the first day of such Interest Period
and on the date such Eurocurrency Rate Advance shall be Converted or paid in full.



(b) Default Interest. Upon the occurrence and during the continuance of an Event of
Default under Section 6.01(a), each Borrower shall pay interest on (i) the unpaid principal amount
of each Revolving Credit Advance owing by such Borrower to each Lender, payable in arrears on the
dates referred to in clause (a)(i) or (a)(ii) above, at a rate per annum equal at all times to 1%
per annum above the rate per annum required to be paid on such Revolving Credit Advance pursuant to
clause (a)(i) or (a)(ii) above and (ii) to the fullest extent permitted by law, the amount of any
interest, fee or other amount payable hereunder that is not paid when due, from the date such
amount shall be due until such amount shall be paid in full, payable in arrears on the date such
amount shall be paid in full and on demand, at a rate per annum equal at all times to 1% per annum
above the rate per annum required to be paid on Base Rate Advances pursuant to clause (a)(i) above.



SECTION 2.08. Interest Rate Determination. (a) Each Reference Bank agrees to
furnish to the Agent timely information for the purpose of determining each Eurocurrency Rate and
each LIBO Rate. If any one or more of the Reference Banks shall not furnish such timely
information to the Agent for the purpose of determining any such interest rate, the Agent shall
determine such interest rate on the basis of timely information furnished by the remaining
Reference Banks. The Agent shall give prompt notice to the applicable Borrower and the Lenders of
the applicable interest rate determined by the Agent for purposes of Section 2.07(a)(i) and the
rate, if any, furnished by each Reference Bank for the purpose of determining the interest rate
under Section 2.07(a)(ii).



(b) If, with respect to any Eurocurrency Rate Advances, the Required Lenders notify the Agent
that (i) they are unable to obtain matching deposits in the London inter-bank market at or about
11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient
amounts to fund their respective Revolving Credit Advances as a part of such Borrowing during its
Interest Period, then the Revolving Credit Advances comprising such Borrowing shall be made as Base
Rate Advances and the obligation of the Lenders to make, or Convert Revolving Credit Advances into,
Eurocurrency Rate Advances shall be suspended until the Agent shall notify the applicable Borrower
and the Lenders that the circumstances causing such suspension no longer exist, or (ii) the
Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to
such Required Lenders of making, funding or maintaining their respective Eurocurrency Rate Advances
for such Interest Period, the Agent shall forthwith so notify the applicable Borrower and the
Lenders, whereupon (A) the applicable Borrower will, on the last day of the then existing Interest
Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x)
prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such
Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such
Advances or (y) exchange such Advances for an Equivalent amount of Dollars and Convert such
Advances into Base Rate Advances and (B) the obligation of the Lenders to make, or to Convert
Revolving Credit Advances into, Eurocurrency Rate Advances shall be suspended until the Agent shall
notify the applicable Borrower and the Lenders that the circumstances causing such suspension no
longer exist; provided that, if the circumstances set forth in clause (ii) above are
applicable, the applicable Borrower may elect, by notice to the Agent and the Lenders, to continue
such Advances in such Committed Currency for Interest Periods of not longer than one month, which
Advances shall thereafter bear interest at a rate per annum equal to the Applicable Margin plus,
for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its
Eurocurrency Rate Advances by whatever means it reasonably determines to be appropriate. Each
Lender shall certify its cost of funds for each Interest Period to the Agent and the Borrowers as
soon as practicable (but in any event not later than ten Business Days after the first day of such
Interest Period).



(c) If the Borrowers shall fail to select the duration of any Interest Period for any
Eurocurrency Rate Advances in accordance with the provisions contained in the definition of
“Interest Period” in Section 1.01, the Agent will forthwith so notify the Borrowers and the Lenders
and such Advances will automatically, on the last day of the then existing Interest Period
therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate
Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be
exchanged for an Equivalent amount of Dollars and be Converted into Base Rate Advances.



(d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances
comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than
$25,000,000, such Advances shall automatically Convert into Base Rate Advances.



(e) Upon the occurrence and during the continuance of any Event of Default under Section
6.01(a), (i) each Eurocurrency Rate Advance will automatically, on the last day of the then
existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in
Dollars, be Converted into Base Rate Advances and (B) if such Eurocurrency Rate Advances are
denominated in any Committed Currency, be exchanged for an Equivalent amount of Dollars and be
Converted into Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert
Advances into, Eurocurrency Rate Advances shall be suspended; provided that Borrower may
elect, by notice to the Agent and the Lenders within one Business Day of such Event of Default, to
continue such Advances in such Committed Currency, whereupon the Agent may require that each such
Eurocurrency Rate Advance shall bear interest at the Overnight Eurocurrency Rate for a period of
three Business Days and thereafter, each such Interest Period shall have a duration of not longer
than one month. “Overnight Eurocurrency Rate” means the rate per annum applicable to an
overnight period beginning on one Business Day and ending on the next Business Day equal to the sum
of 1%, the Applicable Margin and the average, rounded upward to the nearest whole multiple of 1/16
of 1%, if such average is not such a multiple, of the respective rates per annum quoted by each
Reference Bank to the Agent on request as the rate at which it is offering overnight deposits in
the relevant currency in amounts comparable to such Reference Bank’s Eurocurrency Rate Advances.



(f) If Moneyline Telerate Markets Page 3750 or any successor page is unavailable and fewer
than two Reference Banks furnish timely information to the Agent for determining the Eurocurrency
Rate or LIBO Rate for any Eurocurrency Rate Advances or LIBO Rate Advances, as the case may be,




(i) the Agent shall forthwith notify the Borrowers and the Lenders that the interest
rate cannot be determined for such Eurocurrency Rate Advances or LIBO Rate Advances, as the
case may be,




(ii) with respect to Eurocurrency Rate Advances, each such Advance will automatically,
on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate
Advance is denominated in Dollars, be prepaid by the Borrowers or be automatically Converted
into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any
Committed Currency, be prepaid by the Borrowers or be automatically exchanged for an
Equivalent amount of Dollars and be Converted into a Base Rate Advance (or if such Advance
is then a Base Rate Advance, will continue as a Base Rate Advance), and




(iii) the obligation of the Lenders to make Eurocurrency Rate Advances or LIBO Rate
Advances or to Convert Revolving Credit Advances into Eurocurrency Rate Advances shall be
suspended until the Agent shall notify the Borrowers and the Lenders that the circumstances
causing such suspension no longer exist.



SECTION 2.09. Prepayments of Revolving Credit Advances. (a) Optional. Each
Borrower may, upon notice at least two Business Days prior to the date of such prepayment, in the
case of Eurocurrency Rate Advances, and not later than 11:00 A.M. (New York City time) on the date
of such prepayment, in the case of Base Rate Advances, to the Agent stating the proposed date and
aggregate principal amount of the prepayment, and if such notice is given such Borrower shall,
prepay the outstanding principal amount of the Revolving Credit Advances comprising part of the
same Revolving Credit Borrowing made to such Borrower in whole or ratably in part, together with
accrued interest to the date of such prepayment on the principal amount prepaid; provided,
however, that (x) each partial prepayment shall be in an aggregate principal amount not
less than the Revolving Credit Borrowing Minimum or a Revolving Credit Borrowing Multiple in excess
thereof and (y) in the event of any such prepayment of a Eurocurrency Rate Advance, such Borrower
shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 9.04(c).



(b) Mandatory Prepayments. (i) If the Agent notifies the Borrowers that, on any
interest payment date, the sum of (A) the aggregate principal amount of all Advances denominated in
Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day
prior to such interest payment date) of the aggregate principal amount of all Advances denominated
in Foreign Currencies then outstanding exceeds 103% of the aggregate Commitments of the Lenders on
such date, the Company shall, and shall cause the other Borrowers to, within two Business Days
after receipt of such notice, prepay the outstanding principal amount of any Advances owing by the
Borrowers in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of
the aggregate Commitments of the Lenders on such date.



(ii) Each prepayment made pursuant to this Section 2.09(b) shall be made together with any
interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case
of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance or a Local Rate Advance on a
date other than the last day of an Interest Period or at its maturity, any additional amounts which
the applicable Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant
to Section 9.04(c). The Agent shall give prompt notice of any prepayment required under this
Section 2.09(b) to the applicable Borrower and the Lenders.



SECTION 2.10. Increased Costs. (a) If, due to either (i) the introduction of or any
change in or in the interpretation of any law or regulation or (ii) the compliance with any
guideline or request from any central bank or other governmental authority, including, without
limitation, any agency of the European Union or similar monetary or multinational authority
(whether or not having the force of law), there shall be any increase in the cost to any Lender of
agreeing to make or making, funding or maintaining Eurocurrency Rate Advances or LIBO Rate Advances
(excluding for purposes of this Section 2.10 any such increased costs resulting from (i) Taxes or
Other Taxes (as to which Section 2.13 shall govern) and (ii) changes in the basis of taxation of
overall net income or overall gross income by the United States or by the foreign jurisdiction or
state under the laws of which such Lender is organized or has its Applicable Lending Office or any
political subdivision thereof), then the Borrowers shall from time to time, upon demand by such
Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender
additional amounts sufficient to compensate such Lender for such increased cost. In determining
such additional amounts such Lender shall act reasonably and in good faith and use averaging and
attribution methods which are reasonable. A certificate as to the amount of such increased cost,
submitted to the Borrowers and the Agent by such Lender, shall be conclusive and binding for all
purposes, absent manifest error.



(b) If any Lender determines that compliance with any law or regulation or any guideline or
request from any central bank or other governmental authority (whether or not having the force of
law) affects or would affect the amount of capital required or expected to be maintained by such
Lender or any corporation controlling such Lender and that the amount of such capital is increased
by or based upon the existence of such Lender’s commitment to lend hereunder and other commitments
of this type, then, upon demand by such Lender (with a copy of such demand to the Agent), the
Borrowers shall pay to the Agent for the account of such Lender, from time to time as specified by
such Lender, additional amounts sufficient to compensate such Lender or such corporation in the
light of such circumstances, to the extent that such Lender reasonably determines such increase in
capital to be allocable to the existence of such Lender’s commitment to lend hereunder. A
certificate as to such amounts submitted to the Borrowers and the Agent by such Lender shall be
conclusive and binding for all purposes, absent manifest error.



SECTION 2.11. Illegality. Notwithstanding any other provision of this Agreement, if
any Lender shall notify the Agent that the introduction of or any change in or in the
interpretation of any law or regulation makes it unlawful, or any central bank or other
governmental authority asserts that it is unlawful, for any Lender or its Eurocurrency Lending
Office to perform its obligations hereunder to make Eurocurrency Rate Advances in Dollars or any
Committed Currency or LIBO Rate Advances in Dollars or any Foreign Currency or to fund or maintain
Eurocurrency Rate Advances in Dollars or any Committed Currency or LIBO Rate Advances in Dollars or
any Foreign Currency hereunder, (a) each Eurocurrency Rate Advance or LIBO Rate Advance, as the
case may be, will automatically, upon such notice, (i) if such Eurocurrency Rate Advance or LIBO
Rate Advance is denominated in Dollars, be Converted into a Base Rate Advance or an Advance that
bears interest at the rate set forth in Section 2.07(a)(i), as the case may be, and (ii) if such
Eurocurrency Rate Advance or LIBO Rate Advance is denominated in any Foreign Currency, be exchanged
for an Equivalent amount of Dollars and be Converted into a Base Rate Advance or an Advance that
bears interest at the rate set forth in Section 2.07(a)(i), as the case may be, and (b) the
obligation of the Lenders to make Eurocurrency Rate Advances or LIBO Rate Advances or to Convert
Revolving Credit Advances into Eurocurrency Rate Advances shall be suspended until the Agent shall
notify the Borrowers and the Lenders that the circumstances causing such suspension no longer
exist.



SECTION 2.12. Payments and Computations. (a) The Borrowers shall make each payment
hereunder, except with respect to principal of, interest on, and other amounts relating to,
Advances denominated in a Foreign Currency, irrespective of any right of counterclaim or set off,
not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent at the
applicable Agent’s Account in same day funds. The Borrowers shall make each payment hereunder with
respect to principal of, interest on, and other amounts relating to, Advances denominated in a
Foreign Currency, irrespective of any right of counterclaim or set off, not later than 11:00 A.M.
(at the Payment Office for such Foreign Currency) on the day when due in such Foreign Currency to
the Agent, by deposit of such funds to the applicable Agent’s Account in same day funds. The Agent
will promptly thereafter cause to be distributed like funds relating to the payment of principal or
interest or facility fees ratably (other than amounts payable pursuant to Section 2.03, 2.10, 2.13
or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like
funds relating to the payment of any other amount payable to any Lender to such Lender for the
account of its Applicable Lending Office, in each case to be applied in accordance with the terms
of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of an
extension of the Termination Date pursuant to Section 2.17 or a Commitment Increase pursuant to
Section 2.18, and upon the Agent’s receipt of such Lender’s Assumption Agreement and recording of
the information contained therein in the Register, from and after the applicable Extension Date or
Increase Date, as the case may be, the Agent shall make all payments hereunder and under any Notes
issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender.
Upon its acceptance of an Assignment and Acceptance and recording of the information contained
therein in the Register pursuant to Section 9.07(c), from and after the effective date specified in
such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in
respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such
Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior
to such effective date directly between themselves.



(b) Each Borrower hereby authorizes each Lender, if and to the extent payment owed to such
Lender by such Borrower is not made when due hereunder or under the Note held by such Lender, upon
the occurrence and during the continuance of any Default, to charge from time to time against any
or all of such Borrower’s accounts with such Lender any amount so due. Each Lender agrees promptly
to notify the applicable Borrower after any such charge, provided that the failure to give
such notice shall not affect the validity of such charge.



(c) All computations of interest based on the Base Rate shall be made by the Agent on the
basis of a year of 365 or 366 days, as the case may be, all computations of interest based on the
Eurocurrency Rate or the Federal Funds Rate and of fees shall be made by the Agent on the basis of
a year of 360 days and computations in respect of Competitive Bid Advances shall be made by the
Agent or the Sub-Agent, as the case may be, as specified in the applicable Notice of Competitive
Bid Borrowing (or, in each case of Advances denominated in Foreign Currencies where market practice
differs, in accordance with market practice), in each case for the actual number of days (including
the first day but excluding the last day) occurring in the period for which such interest or fees
are payable. Each determination by the Agent of an interest rate hereunder shall be conclusive and
binding for all purposes, absent manifest error.



(d) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other
than a Business Day, such payment shall be made on the next succeeding Business Day, and such
extension of time shall in such case be included in the computation of payment of interest or
facility fee, as the case may be; provided, however, that, if such extension would
cause payment of interest on or principal of Eurocurrency Rate Advances or LIBO Rate Advances to be
made in the next following calendar month, such payment shall be made on the next preceding
Business Day.



(e) Unless the Agent shall have received notice from the applicable Borrower prior to the date
on which any payment is due to the Lenders hereunder that such Borrower will not make such payment
in full, the Agent may assume that such Borrower has made such payment in full to the Agent on such
date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on
such due date an amount equal to the amount then due such Lender. If and to the extent the
applicable Borrower shall not have so made such payment in full to the Agent, each Lender shall
repay to the Agent forthwith on demand such amount distributed to such Lender together with
interest thereon, for each day from the date such amount is distributed to such Lender until the
date such Lender repays such amount to the Agent, at (i) the Federal Funds Rate in the case of
Advances denominated in Dollars or (ii) the cost of funds incurred by the Agent in respect of such
amount in the case of Advances denominated in Foreign Currencies.



(f) To the extent that the Agent receives funds for application to the amounts owing by any
Borrower under or in respect of this Agreement or any Note in currencies other than the currency or
currencies required to enable the Agent to distribute funds to the Lenders in accordance with the
terms of this Section 2.12, the Agent shall be entitled to convert or exchange such funds into
Dollars or into a Foreign Currency or from Dollars to a Foreign Currency or from a Foreign Currency
to Dollars, as the case may be, to the extent necessary to enable the Agent to distribute such
funds in accordance with the terms of this Section 2.12; provided that each Borrower and
each of the Lenders hereby agree that the Agent shall not be liable or responsible for any loss,
cost or expense suffered by such Borrower or such Lender as a result of any conversion or exchange
of currencies affected pursuant to this Section 2.12(f) or as a result of the failure of the Agent
to effect any such conversion or exchange; and provided further that the Borrowers
agree to indemnify the Agent and each Lender, and hold the Agent and each Lender harmless, for any
and all losses, costs and expenses incurred by the Agent or any Lender for any conversion or
exchange of currencies (or the failure to convert or exchange any currencies) in accordance with
this Section 2.12(f) except to the extent such loss, cost or expense is found in a final,
non-appealable judgment by a court of competent jurisdiction to have resulted from such Person’s
gross negligence or willful misconduct.



SECTION 2.13. Taxes. (a) Except as provided in Section 2.13(f), any and all
payments by the Borrowers hereunder or under the Notes shall be made, in accordance with Section
2.12, free and clear of and without deduction for any and all present or future taxes, levies,
imposts, deductions, charges or withholdings, and all liabilities with respect thereto,
excluding, (i) in the case of each Lender and the Agent, taxes imposed on or measured by
its overall net income, and franchise taxes imposed on it in lieu of net income taxes, by the
jurisdiction under the laws of which such Lender or the Agent (as the case may be) is organized or
any political subdivision thereof and, (ii) in the case of each Lender, taxes imposed on or
measured by its overall net income, any branch profits tax or similar tax imposed on it and
franchise taxes imposed on it in lieu of net income taxes, by the jurisdiction of such Lender’s
Applicable Lending Office or any political subdivision thereof (all such non-excluded taxes,
levies, imposts, deductions, charges, withholdings and liabilities in respect of payments hereunder
or under the Notes being hereinafter referred to as “Taxes”). If any Borrower shall be
required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any
Note to any Lender or the Agent, (i) the sum payable shall be increased as may be necessary so that
after making all required deductions (including deductions applicable to additional sums payable
under this Section 2.13) such Lender or the Agent (as the case may be) receives an amount equal to
the sum it would have received had no such deductions been made, (ii) such Borrower shall make such
deductions and (iii) such Borrower shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable law.



(b) In addition, each Borrower shall pay any present or future stamp or documentary taxes or
any other excise or property taxes, charges or similar levies that arise from any payment made
hereunder or under the Notes issued by it or from the execution, delivery or registration of,
performing under, or otherwise with respect to, this Agreement or the Notes issued by it
(hereinafter referred to as “Other Taxes”).



(c) Except as provided in Section 2.13(f), the Borrowers shall indemnify each Lender and the
Agent for and hold it harmless against the full amount of Taxes or Other Taxes (including, without
limitation, taxes of any kind imposed by any jurisdiction on amounts payable under this Section
2.13) imposed on or paid by such Lender or the Agent (as the case may be) and any liability
(including penalties, interest and expenses) arising therefrom or with respect thereto. This
indemnification shall be made within 30 days from the date such Lender or the Agent (as the case
may be) makes written demand therefor.



(d) Within 30 days after the date of any payment of Taxes, the Borrowers shall furnish to the
Agent, at its address referred to in Section 9.02, the original or a certified copy of a receipt
evidencing such payment. In the case of any payment hereunder or under the Notes by or on behalf
of the Borrowers through an account or branch outside the United States or by or on behalf of the
Borrowers by a payor that is not a United States person, if the Borrowers determine that no Taxes
are payable in respect thereof, the Borrowers shall furnish, or shall cause such payor to furnish,
to the Agent, at such address, an opinion of counsel acceptable to the Agent stating that such
payment is exempt from Taxes. For purposes of this subsection (d) and subsection (e), the terms
"United States” and “United States person” shall have the meanings specified in
Section 7701 of the Internal Revenue Code.



(e) Each Lender organized under the laws of a jurisdiction outside the United States, on or
prior to the date of its execution and delivery of this Agreement in the case of each Initial
Lender and on the date of the Assumption Agreement or the Assignment and Acceptance pursuant to
which it becomes a Lender in the case of each other Lender, and from time to time thereafter as
requested in writing by the Domestic Borrowers (as defined below) (but only so long as such Lender
remains lawfully able to do so), shall provide each of the Agent and the Domestic Borrowers with
two original Internal Revenue Service forms W-8BEN or W-8ECI, as appropriate, or any successor or
other form prescribed by the Internal Revenue Service (including, without limitation, Internal
Revenue Service form W-9), certifying that such Lender is exempt from or entitled to a reduced rate
of United States withholding tax on payments to it by such Domestic Borrower pursuant to this
Agreement or the Notes. In addition to the foregoing, each such Lender also agrees to deliver to
each of the Agent and the Domestic Borrowers two further copies of such Internal Revenue Service
forms, or successor applicable forms on or before the date that any previously delivered form
expires or becomes obsolete or after the occurrence of any event requiring a change in the most
recent form previously delivered by it to the Agent and the Domestic Borrowers, and such extensions
or renewals thereof, as may reasonably be requested by the Agent or the Domestic Borrowers, unless
in any such case an event (including, without limitation, any change in treaty, law or regulation)
has occurred prior to the date on which any such delivery would otherwise be required which renders
all such forms inapplicable or which would prevent such Lender from duly completing and delivering
any such form with respect to it and such Lender so advises the Agent and the Domestic Borrowers.
If the form provided by a Lender at the time such Lender first becomes a party to this Agreement
indicates a United States interest withholding tax rate in excess of zero, withholding tax at such
rate shall be considered excluded from Taxes unless and until such Lender provides the appropriate
forms certifying that a lesser rate applies, whereupon withholding tax at such lesser rate only
shall be considered excluded from Taxes for periods governed by such form; provided,
however, that, if at the date of the Assignment and Acceptance pursuant to which a Lender
assignee becomes a party to this Agreement, the Lender assignor was entitled to payments under
subsection (a) in respect of United States withholding tax with respect to interest paid at such
date, then, to such extent, the term Taxes shall include (in addition to withholding taxes that may
be imposed in the future or other amounts otherwise includable in Taxes) United States withholding
tax, if any, applicable with respect to the Lender assignee on such date. If any form or document
referred to in this subsection (e) requires the disclosure of information, other than information
necessary to compute the tax payable and information required on the date hereof by Internal
Revenue Service form W-8BEN or W-8ECI or any successor or other form prescribed by the Internal
Revenue Service (including, without limitation, Internal Revenue Service form W-9), that the Lender
reasonably considers to be confidential, the Lender shall give notice thereof to the Borrowers and
shall not be obligated to include in such form or document such confidential information. For
purposes of this Section 2.13, a Domestic Borrower is any Borrower, payment of interest by which,
is United States source income under Section 861 of the Internal Revenue Code.



(f) For any period with respect to which a Lender has failed to provide the Domestic Borrowers
with the appropriate form described in Section 2.13(e) (other than if such failure
is due to a change in law occurring subsequent to the date on which a form originally was required
to be provided, or if such form otherwise is not required under subsection (e) above), such Lender
shall not be entitled to any payment or indemnification under Section 2.13(a) or (c) with respect
to Taxes imposed by the United States by reason of such failure; provided, however,
that should a Lender become subject to Taxes because of its failure to deliver a form required
hereunder, the Borrowers shall take such steps as the Lender shall reasonably request to assist the
Lender to recover such Taxes.



(g) Any Lender claiming any additional amounts payable pursuant to this Section 2.13 agrees to
use reasonable efforts to make changes (consistent with its internal policy and legal and
regulatory restrictions), including a change in the jurisdiction of its Eurocurrency Lending
Office, if the making of such a change would avoid the need for, or reduce the amount of, any such
additional amounts that may thereafter accrue and would not, in the reasonable judgment of such
Lender, be otherwise disadvantageous to such Lender.



(h) In the event that an additional payment is made under this Section 2.13(a) or (c) for the
account of any Lender and such Lender, in its reasonable judgment, determines that it has finally
and irrevocably received or been granted a credit against or release or remission for, or repayment
of, any tax paid or payable by it in respect of or calculated with reference to the deduction or
withholding giving rise to such payment, such Lender shall, to the extent that it determines that
it can do so without prejudice to the retention of the amount of such credit, relief, remission or
repayment, pay to the Borrower or Borrowers, as the case may be, such amount as such Lender shall,
in its reasonable judgment, have determined to be attributable to such deduction or withholding and
which will leave such Lender (after such payment) in no worse position than it would have been in
if the Borrower or Borrowers, as the case may be, had not been required to make such deduction or
withholding. Nothing herein contained shall interfere with the right of a Lender to arrange its
tax affairs in whatever manner it thinks fit nor oblige any Lender to claim any tax credit or to
disclose any information relating to its tax affairs or any computations in respect thereof or
require any Lender to do anything that would prejudice its ability to benefit from any other
credits, reliefs, remissions or repayments to which it may be entitled.



SECTION 2.14. Sharing of Payments, Etc. If any Lender shall obtain any payment
(whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on
account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.10, 2.13 or
9.04(c)) in excess of its ratable share of payments on account of the Revolving Credit Advances
obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such
participations in the Revolving Credit Advances owing to them as shall be necessary to cause such
purchasing Lender to share the excess payment ratably with each of them; provided,
however, that if all or any portion of such excess payment is thereafter recovered from
such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall
repay to the purchasing Lender the purchase price to the extent of such recovery together with an
amount equal to such Lender’s ratable share (according to the proportion of (i) the amount of such
Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of
any interest or other amount paid or payable by the purchasing Lender in respect of the total
amount so recovered. The Borrowers agree that any Lender so purchasing a participation from
another Lender pursuant to this Section 2.14 may, to the fullest extent permitted by law, exercise
all its rights of payment (including the right of set-off) with respect to such participation as
fully as if such Lender were the direct creditor of the Borrowers in the amount of such
participation.



SECTION 2.15. Evidence of Debt. (a) Each Lender shall maintain in accordance with
its usual practice an account or accounts evidencing the indebtedness of each Borrower to such
Lender resulting from each Revolving Credit Advance owing to such Lender from time to time,
including the amounts of principal and interest payable and paid to such Lender from time to time
hereunder in respect of Revolving Credit Advances. Each Borrower agrees that upon notice by any
Lender to such Borrower (with a copy of such notice to the Agent) to the effect that a Revolving
Credit Note is required or appropriate in order for such Lender to evidence (whether for purposes
of pledge, enforcement or otherwise) the Revolving Credit Advances owing to, or to be made by, such
Lender, such Borrower shall promptly execute and deliver to such Lender a Revolving Credit Note
payable to the order of such Lender in a principal amount up to the Commitment of such Lender.



(b) The Register maintained by the Agent pursuant to Section 9.07(d) shall include a control
account, and a subsidiary account for each Lender, in which accounts (taken together) shall be
recorded (i) the date and amount of each Borrowing made hereunder, the Type of Advances comprising
such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each
Assumption Agreement and each Assignment and Acceptance delivered to and accepted by it, (iii) the
amount of any principal or interest due and payable or to become due and payable from each Borrower
to each Lender hereunder and (iv) the amount of any sum received by the Agent from each Borrower
hereunder and each Lender’s share thereof.



(c) Entries made in good faith by the Agent in the Register pursuant to subsection (b) above,
and by each Lender in its account or accounts pursuant to subsection (a) above, shall be
prima facie evidence of the amount of principal and interest due and payable or to
become due and payable from each such Borrower to, in the case of the Register, each Lender and, in
the case of such account or accounts, such Lender, under this Agreement, absent manifest error;
provided, however, that the failure of the Agent or such Lender to make an entry,
or any finding that an entry is incorrect, in the Register or such account or accounts shall not
limit or otherwise affect the obligations of each such Borrower under this Agreement.



SECTION 2.16. Use of Proceeds. The proceeds of the Advances shall be available (and
each Borrower agrees that it shall use such proceeds) solely for general corporate purposes of such
Borrower, including, without limitation, commercial paper backstop and acquisition financing, of
such Borrower and its Subsidiaries.



SECTION 2.17. Extension of Termination Date. (a) At least 45 days but not more than
60 days prior to each anniversary of the Effective Date, the Company, by written notice to the
Agent, may request an extension of the Termination Date in effect at such time by one calendar year
from its then scheduled expiration. The Agent shall promptly notify each Lender of such request,
and each Lender shall in turn, in its sole discretion, not more than 30 days prior to such
anniversary date (but in any event at least 20 days prior to such anniversary date), notify the
Company and the Agent in writing as to whether such Lender will consent to such extension. If any
Lender shall fail to notify the Agent and the Company in writing of its consent to any such request
for extension of the Termination Date at least 20 days prior to the applicable anniversary date,
such Lender shall be deemed to be a Non-Consenting Lender (as defined in (b) below) with respect to
such request. The Agent shall notify the Company not later than 10 days prior to the applicable
anniversary date of the decision of the Lenders regarding the Company’s request for an extension of
the Termination Date.



(b) If all the Lenders consent in writing to any such request in accordance with subsection
(a) of this Section 2.17, the Termination Date in effect at such time shall, effective as at the
Termination Date (the “Extension Date”), be extended for one year; provided that on
each Extension Date, the applicable conditions set forth in Article III shall be satisfied. If
less than all of the Lenders consent in writing to any such request in accordance with subsection
(a) of this Section 2.17, the Termination Date in effect at such time shall, effective as at the
applicable Extension Date, be extended as to those Lenders that so consented (each a
"Consenting Lender”) provided that more than 50% of the Commitments is extended or
otherwise committed to by Consenting Lenders and any Assuming Lenders, but shall not be extended as
to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination
Date is not extended as to any Lender pursuant to this Section 2.17 and the Commitment of such
Lender is not assumed in accordance with subsection (c) of this Section 2.17 on or prior to the
applicable Extension Date, the Commitment of such Non-Consenting Lender shall automatically
terminate in whole on such unextended Termination Date without any further notice or other action
by the Borrowers, such Lender or any other Person; provided that such Non-Consenting
Lender’s rights under Sections 2.10, 2.13 and 9.04, and its obligations under Section 8.05, shall
survive the Termination Date for such Lender as to matters occurring prior to such date. It is
understood and agreed that no Lender shall have any obligation whatsoever to agree to any request
made by the Borrowers for any requested extension of the Termination Date.



(c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of
this Section 2.17, the Agent shall promptly so notify the Consenting Lenders, and each Consenting
Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior
to the Termination Date of the amount of the Non-Consenting Lenders’ Commitments for which it is
willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing
to accept assignments of Commitments in an aggregate amount that exceeds the amount of the
Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting
Lenders willing to accept such assignments in such amounts as are agreed between the Borrowers and
the Agent. If after giving effect to the assignments of Commitments described above there remains
any Commitments of Non-Consenting Lenders, the Borrowers may arrange for one or more Consenting
Lenders or other Eligible Assignees, to assume, effective as of the Extension Date, any
Non-Consenting Lender’s Commitment and all of the obligations of such Non-Consenting Lender under
this Agreement thereafter arising, without recourse to or warranty by, or expense to, such
Non-Consenting Lender (each such Consenting Lender or Eligible Assignee, and each Eligible
Assignee that becomes a party hereto pursuant to an Commitment Increase in accordance with Section
2.18 being an “Assuming Lender”); provided, however, that the amount of the
Commitment of any such Assuming Lender as a result of such substitution shall in no event be less
than $25,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than
$25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and
provided further that:




(i) an assumption agreement from each Assuming Lender, if any, in form and substance
satisfactory to the Company and the Agent (each an “Assumption Agreement”) shall
have been duly executed and delivered to the Company and the Agent at least three Business
Days prior to any Extension Date by such Assuming Lender, the applicable Non-Consenting
Lender, the Agent and the Borrowers;




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




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




(iv) with respect to any such Assuming Lender, the applicable processing and
recordation fee required under Section 9.07(a) for such assignment shall have been paid;



provided further that such Non-Consenting Lender’s rights under Sections 2.10, 2.13
and 9.04, and its obligations under Section 8.05, shall survive such substitution as to matters
occurring prior to the date of substitution. At least three Business Days prior to any Extension
Date, (A) any such Consenting Lender shall have delivered confirmation in writing satisfactory to
the Borrowers and the Agent as to the increase in the amount of its Commitment and (B) each
Non-Consenting Lender being replaced pursuant to this Section 2.16 shall have delivered to the
Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all
amounts referred to in clauses (ii), (iii) and (iv) of the second proviso to the third sentence in
this subsection (c), each such Consenting Lender or Assuming Lender, as of the Extension Date, will
be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all
purposes of this Agreement, without any further acknowledgment by or the consent of the other
Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions
hereof, be released and discharged.



(d) If Lenders (after giving effect to any assignments pursuant to subsection (c) of this
Section 2.17) having Commitments equal to at least 50% of the Commitments in effect immediately
prior to the Extension Date consent in writing to a requested extension (whether by execution or
delivery of an Assumption Agreement or otherwise), not later than one Business Day prior to such
Extension Date, the Agent shall so notify the Borrowers, and, so long as the applicable conditions
set forth in Article III shall be satisfied, the Termination Date then in effect shall be extended
for the additional one year period as described in subsection (a) of this Section 2.17, and all
references in this Agreement, and in the Notes, if any, to the “Termination Date” shall,
with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to
the Termination Date as so extended. Promptly following each Extension Date, the Agent shall
notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the
scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the
Register the relevant information with respect to each such Consenting Lender and each such
Assuming Lender.



SECTION 2.18. Increase in the Aggregate Commitments. (a) The Company may, at any
time but in any event not more than once in any calendar year prior to the Termination Date, by
notice to the Agent, request that the aggregate amount of the Commitment be increased by an amount
of $25,000,000 or an integral multiple thereof (each a “Commitment Increase”) to be
effective as of a date that is at least 90 days prior to the scheduled Termination Date then in
effect (the “Increase Date”) as specified in the related notice to the Agent;
provided, however that (i) in no event shall the aggregate amount of the
Commitments at any time exceed $750,000,000 and (ii) on the date of any request by the Company for
a Commitment Increase and on the related Increase Date, the applicable conditions set forth in
Article III shall be satisfied.



(b) The Agent shall promptly notify the Lenders of a request by the Company for a Commitment
Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase,
(ii) the proposed Increase Date and (iii) the date by which Lenders wishing to participate in the
Commitment Increase must commit to an increase in the amount of their respective Commitments (the
"Commitment Date”). Each Lender that is willing to participate in such requested
Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give
written notice to the Agent on or prior to the Commitment Date of the amount by which it is willing
to increase its Commitment. If the Lenders notify the Agent that they are willing to increase the
amount of their respective Commitments by an aggregate amount that exceeds the amount of the
requested Commitment Increase, the requested Commitment Increase shall be allocated among the
Lenders willing to participate therein in such amounts as are agreed between the Company and the
Agent.



(c) Promptly following each Commitment Date, the Agent shall notify the Company as to the
amount, if any, by which the Lenders are willing to participate in the requested Commitment
Increase. If the aggregate amount by which the Lenders are willing to participate in any requested
Commitment Increase on any such Commitment Date is less than the requested Commitment Increase,
then the Company may extend offers to one or more Eligible Assignees to participate in any portion
of the requested Commitment Increase that has not been committed to by the Lenders as of the
applicable Commitment Date; provided, however, that the Commitment of each such
Eligible Assignee shall be in an amount of not less than $5,000,000.



(d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a
requested Commitment Increase in accordance with Section 2.18(b) as an Assuming Lender shall become
a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing
Lender for such requested Commitment Increase shall be so increased by such amount (or by the
amount allocated to such Lender pursuant to the last sentence of Section 2.18(b)) as of such
Increase Date; provided, however, that the Agent shall have received on or before
such Increase Date the following, each dated such date:




(i) (A) evidence of corporate authority to effect the Commitment Increase and (B) an
opinion of counsel for the Company (which may be in-house counsel), in substantially the
form of Exhibit E hereto;




(ii) an Assumption Agreement from each Assuming Lender, if any, duly executed by such
Assuming Lender, the Agent and the Company; and




(iii) confirmation from each Increasing Lender of the increase in the amount of its
Commitment in a writing satisfactory to the Company and the Agent.



On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding
sentence of this Section 2.18(d), the Agent shall notify the Lenders (including, without
limitation, each Assuming Lender) and the Company, on or before 1:00 P.M. (New York City time), by
telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and
shall record in the Register the relevant information with respect to each Increasing Lender and
each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, before
2:00 P.M. (New York City time) on the Increase Date, make available for the account of its
Applicable Lending Office to the Agent at the Agent’s Account, in same day funds, in the case of
such Assuming Lender, an amount equal to such Assuming Lender’s ratable portion of the Revolving
Credit Borrowings then outstanding (calculated based on its Commitment as a percentage of the
aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) and, in
the case of such Increasing Lender, an amount equal to the excess of (i) such Increasing Lender’s
ratable portion of the Revolving Credit Borrowings then outstanding (calculated based on its
Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the
relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Revolving
Credit Borrowings then outstanding (calculated based on its Commitment (without giving effect to
the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving
effect to the relevant Commitment Increase). After the Agent’s receipt of such funds from each
such Increasing Lender and each such Assuming Lender, the Agent will promptly thereafter cause to
be distributed like funds to the other Lenders for the account of their respective Applicable
Lending Offices in an amount to each other Lender such that the aggregate amount of the outstanding
Revolving Credit Advances owing to each Lender after giving effect to such distribution equals such
Lender’s ratable portion of the Revolving Credit Borrowings then outstanding (calculated based on
its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the
relevant Commitment Increase).



ARTICLE III




CONDITIONS TO EFFECTIVENESS AND LENDING




SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03.
Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the
"Effective Date”) on which the following conditions precedent have been satisfied:




(a) There shall have occurred no Material Adverse Change since December 31, 2004.




(b) There shall exist no action, suit, investigation, litigation or proceeding
affecting the Borrowers or any of their respective Subsidiaries pending or threatened before
any court, governmental agency or arbitrator that (i) would be reasonably likely to have a
Material Adverse Effect other than as disclosed in the Company’s annual report on Form 10-K
for the period ending December 31, 2004 or subsequently disclosed in Forms 10-K, 10-Q or 8-K
prior to the Effective Date (the “Disclosed Litigation”) or (ii) purports to affect
the legality, validity or enforceability of this Agreement or any Note or the consummation
of the transactions contemplated hereby, and there shall have been no material adverse
change in the status, or financial effect on the Borrower or any of its Subsidiaries, of the
Disclosed Litigation from that described in such public filings.




(c) All governmental and third party consents and approvals necessary in connection
with the transactions contemplated hereby shall have been obtained (without the imposition
of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no
law or regulation shall be applicable in the reasonable judgment of the Lenders that
restrains, prevents or imposes materially adverse conditions upon the transactions
contemplated hereby.




(d) The Company shall have notified the Agent in writing as to the proposed Effective
Date.




(e) The Company shall have paid (i) to the Agent for the account of each Lender the
upfront fees as agreed prior to the Effective Date by the Company and the Lenders and (ii)
all accrued fees and expenses of the Agent (including the billed fees and expenses of
counsel to the Agent).




(f) On the Effective Date, the following statements shall be true and the Agent shall
have received for the account of each Lender a certificate signed by a duly authorized
officer of each of the Borrowers, dated the Effective Date, stating that:




(i) The representations and warranties contained in Section 4.01 are correct on
and as of the Effective Date, and




(ii) No event has occurred and is continuing that constitutes a Default.




(g) The Agent shall have received on or before the Effective Date the following, each
dated such day, in form and substance satisfactory to the Agent and (except for the
Revolving Credit Notes) in sufficient copies for each Lender:




(i) The Revolving Credit Notes to the order of the Lenders to the extent
requested by any Lender pursuant to Section 2.15.




(ii) Certified copies of the resolutions of the Board of Directors of each of
the Borrowers approving this Agreement and the Notes, and of all documents
evidencing other necessary corporate action and governmental approvals, if any, with
respect to this Agreement and the Notes.




(iii) A certificate of the Secretary or an Assistant Secretary of each Borrower
certifying the names and true signatures of the officers of such Borrower authorized
to sign this Agreement and the Notes and the other documents to be delivered
hereunder.




(iv) A favorable opinion of Gail Granoff, Assistant General Counsel of the
Company, substantially in the form of Exhibit D-1 hereto and as to such other
matters as any Lender through the Agent may reasonably request.




(v) A favorable opinion of Robert A. Lonergan, General Counsel of the Company,
substantially in the form of Exhibit D-2 hereto and as to such other matters as any
Lender through the Agent may reasonably request.




(vi) A favorable opinion of Shearman & Sterling LLP, counsel for the Agent, in
form and substance satisfactory to the Agent.




(h) The Company shall have terminated all outstanding commitments of lenders and paid
in full all outstanding debt under the Three Year Credit Agreement dated as of October 24,
2003 among the Company, the lenders parties thereto and Citibank, as administrative agent.
By execution of this Agreement, each of the Lenders that is a lender under such credit
agreement hereby waives any requirement set forth in such credit agreement of prior notice
to the termination of its commitment thereunder.



SECTION 3.02. Condition Precedent to Initial Advances to the Designated Subsidiaries.
The obligation of each Lender to make an Advance to any Designated Subsidiary following the
designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is
subject to the Agent’s receipt on or before the date of such initial Advance of each of the
following, in form and substance satisfactory to the Agent and dated such date, and (except for the
Revolving Credit Notes, if any) in sufficient copies for each Lender:




(a) The Revolving Credit Notes of such Designated Subsidiary, payable to the order of
the Lenders to the extent requested by any Lender pursuant to Section 2.15.




(b) Certified copies of the resolutions of the Board of Directors of such Designated
Subsidiary approving this Agreement and the Notes of such Designated Subsidiary, if any, and
of all documents evidencing other necessary corporate action and governmental approvals, if
any, with respect to this Agreement and such Notes, if any.




(c) A certificate of the Secretary or an Assistant Secretary of such Designated
Subsidiary certifying the names and true signatures of the officers of such Designated
Subsidiary authorized to sign this Agreement and the Notes, if any, of such Designated
Subsidiary and the other documents to be delivered hereunder.




(d) A favorable opinion of legal counsel, reasonably acceptable to the Agent, to such
Designated Subsidiary, substantially in the form of Exhibits D-1 and D-2 hereto and as to
such other matters as any Lender through the Agent may reasonably request.




(e) The Designation Letter of such Designated Subsidiary, substantially in the form of
Exhibit F hereto.



SECTION 3.03. Conditions Precedent to Each Revolving Credit Borrowing, Extension Date and
Increase Date. The obligation of each Lender to make a Revolving Credit Advance on the
occasion of each Revolving Credit Borrowing, each extension of Commitments pursuant to Section 2.17
and each increase of Commitments pursuant to Section 2.18 shall be subject to the conditions
precedent that the Effective Date shall have occurred and on the date of such Revolving Credit
Borrowing, the applicable Extension Date or the applicable Increase Date (a) the following
statements shall be true (and each of the giving of the applicable Notice of Revolving Credit
Borrowing, request for Commitment Extension or request for Commitment Increase and the acceptance
by the applicable Borrower of the proceeds of such Revolving Credit Borrowing shall constitute a
representation and warranty by such Borrower that on the date of such Borrowing, such Extension
Date or such Increase Date such statements are true):




(i) the representations and warranties contained in Section 4.01 made by such Borrower
(except, in the case of any Revolving Credit Borrowing, the representations set forth in
subsection (f)(i), subsection (i) and in the last sentence of subsection (e) thereof) are
correct on and as of the date of such Revolving Credit Borrowing, Commitment extension or
Commitment Increase before and after giving effect thereto and to the application of the
proceeds therefrom, as though made on and as of such date, provided that for each Commitment
extension or Commitment Increase the use of the term “Disclosed Litigation” in the
representation in Section 4.01(f)(i) shall be deemed to include all such matters disclosed
by the Company on its Forms 10-K, 10-Q and 8-K that were filed prior to the applicable
Extension Date or Increase Date, as the case may be, and




(ii) no event has occurred and is continuing, or would result from such Revolving
Credit Borrowing, Commitment extension or Commitment Increase or from the application of the
proceeds therefrom, that constitutes a Default;



and (b) the Agent shall have received such other approvals, opinions or documents as any Lender
through the Agent may reasonably request.



SECTION 3.04. Conditions Precedent to Each Competitive Bid Borrowing. The obligation
of each Lender that is to make a Competitive Bid Advance on the occasion of a Competitive Bid
Borrowing to make such Competitive Bid Advance as part of such Competitive Bid Borrowing is subject
to the conditions precedent that (i) the Agent shall have received the written confirmatory Notice
of Competitive Bid Borrowing with respect thereto, (ii) on or before the date of such Competitive
Bid Borrowing, but prior to such Competitive Bid Borrowing, the Agent shall have received a
Competitive Bid Note payable to the order of such Lender for each of the one or more Competitive
Bid Advances to be made by such Lender as part of such Competitive Bid Borrowing, in a principal
amount equal to the principal amount of the Competitive Bid Advance to be evidenced thereby and
otherwise on such terms as were agreed to for such Competitive Bid Advance in accordance with
Section 2.03, and (iii) on the date of such Competitive Bid Borrowing the following statements
shall be true (and each of the giving of the applicable Notice of Competitive Bid Borrowing and the
acceptance by the applicable Borrower of the proceeds of such Competitive Bid Borrowing shall
constitute a representation and warranty by such Borrower that on the date of such Competitive Bid
Borrowing such statements are true):




(a) the representations and warranties contained in Section 4.01 are correct on and as
of the date of such Competitive Bid Borrowing made by such Borrower, before and after giving
effect to such Competitive Bid Borrowing and to the application of the proceeds therefrom,
as though made on and as of such date,




(b) no event has occurred and is continuing, or would result from such Competitive Bid
Borrowing or from the application of the proceeds therefrom, that constitutes a Default, and




(c) no event has occurred and no circumstance exists as a result of which the
information concerning such Borrower that has been provided to the Agent and each Lender by
such Borrower or the Company in connection herewith would include an untrue statement of a
material fact or omit to state any material fact or any fact necessary to make the
statements contained therein, in the light of the circumstances under which they were made,
not misleading.



SECTION 3.05. Determinations Under Section 3.01. For purposes of determining
compliance with the conditions specified in Section 3.01, each Lender shall be deemed to have
consented to, approved or accepted or to be satisfied with each document or other matter required
thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an
officer of the Agent responsible for the transactions contemplated by this Agreement shall have
received notice from such Lender prior to the date that such Borrower, by notice to the Lenders,
designates as the proposed Effective Date, specifying its objection thereto. The Agent shall
promptly notify the Lenders of the occurrence of the Effective Date.



ARTICLE IV




REPRESENTATIONS AND WARRANTIES




SECTION 4.01. Representations and Warranties of the Borrowers. Each Borrower
represents and warrants as follows:




(a) Such Borrower is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation.




(b) The execution, delivery and performance by such Borrower of this Agreement and the
Notes to be delivered by it, and the consummation of the transactions contemplated hereby,
are within such Borrower’s corporate powers, have been duly authorized by all necessary
corporate action, and do not contravene (i) such Borrower’s charter or by-laws or (ii) law
or any contractual restriction binding on or affecting such Borrower.




(c) No authorization or approval or other action by, and no notice to or filing with,
any governmental authority or regulatory body or any other third party is required for the
due execution, delivery and performance by such Borrower of this Agreement or the Notes to
be delivered by it, except for those authorizations, approvals, actions, notices and filings
listed on Schedule 4.01(c) hereto, all of which have been duly obtained, taken, given or
made and are in full force and effect.




(d) This Agreement has been, and each of the Notes to be delivered by it when delivered
hereunder will have been, duly executed and delivered by such Borrower. This Agreement is,
and each of the Notes when delivered hereunder will be, the legal, valid and binding
obligation of such Borrower enforceable against such Borrower in accordance with their
respective terms.




(e) The Consolidated balance sheet of the Company and its Subsidiaries as at December
31, 2004, and the related Consolidated statements of income and cash flows of the Company
and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of
PricewaterhouseCoopers LLP, independent public accountants, and the Consolidated balance
sheet of the Borrower and its Subsidiaries as at September 30, 2005, and the related
Consolidated statements of income and cash flows of the Company and its Subsidiaries for the
nine months then ended, duly certified by the chief financial officer of the Company, copies
of which have been furnished to each Lender, fairly present in all material respects,
subject, in the case of said balance sheet as at September 30, 2005, and said statements of
income and cash flows for the nine months then ended, to year-end audit adjustments, the
Consolidated financial condition of the Company and its Subsidiaries as at such dates and
the Consolidated results of the operations of the Company and its Subsidiaries for the
periods ended on such dates, all in accordance with generally accepted accounting principles
consistently applied. Since December 31, 2004, there has been no Material Adverse Change.




(f) There is no pending or threatened action, suit, investigation, litigation or
proceeding, including, without limitation, any Environmental Action, affecting such Borrower
or any of its Subsidiaries before any court, governmental agency or arbitrator that (i)
during the term of this Agreement, would be reasonably likely to have a Material Adverse
Effect (other than the Disclosed Litigation), and there has been no material adverse change
in the status, or financial effect on the Borrower or any of its Subsidiaries, of the
Disclosed Litigation from that described in the Company’s applicable public filings or (ii)
purports to affect the legality, validity or enforceability of this Agreement or any Note or
the consummation of the transactions contemplated hereby.




(g) Such Borrower is not engaged in the business of extending credit for the purpose of
purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board
of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to
purchase or carry any margin stock in violation of Regulation U or to extend credit to
others for the purpose of purchasing or carrying any margin stock.




(h) Neither such Borrower nor any of its Subsidiaries is an “investment company”, or a
company “controlled” by an “investment company”, within the meaning of the Investment
Company Act of 1940, as amended.




(i) The operations and properties of such Borrower and each of its Subsidiaries comply
in all material respects with all applicable Environmental Laws and Environmental Permits,
except to the extent any noncompliance would not individually, or in the aggregate when
combined with any other such noncompliance, have a Material Adverse Effect. None of the
properties currently owned or operated by such Borrower or any of its Subsidiaries is listed
or, to the knowledge of the Company, is proposed for listing, on the National Priorities
List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980
(“NPL”) or on the Comprehensive Environmental Response, Compensation and Liability
Information System maintained by the U.S. Environmental Protection Agency
(“CERCLIS”) or any analogous foreign or state list or, to the best knowledge of such
Borrower, is adjacent to any such property (other than the Borrower’s Bristol, Pennsylvania
and Cincinnati, Ohio facilities, which are adjacent to such properties); and, to the
knowledge of such Borrower, Hazardous Materials have not been released, discharged or
disposed of on any property currently or formerly owned or operated by such Borrower or any
of its Subsidiaries or, to the best of its knowledge, any adjoining property, which release,
discharge or disposal could reasonably be expected to have, during the term of this
Agreement, a material adverse effect (i) on the Consolidated financial position or
Consolidated cash flows of the Company over an extended period of time (it being understood
that there could be a material adverse effect on the Consolidated results of operations in
any given year because of the Company’s obligation to record the full projected cost of an
environmental remediation project when such costs are probable and reasonably estimable),
(ii) on the rights and remedies of the Agent or any Lender under this Agreement or any Note
or (iii) on the ability of any Borrower to perform its obligations under this Agreement or
any Note.



ARTICLE V




COVENANTS OF THE BORROWERS




SECTION 5.01. Affirmative Covenants. So long as any Advance shall remain unpaid or
any Lender shall have any Commitment hereunder, each Borrower will:




(a) Compliance with Laws, Etc. Comply, and cause each of its Subsidiaries to
comply with all applicable laws, rules, regulations and orders (such compliance to include,
without limitation, compliance with ERISA and Environmental Laws) except to the extent any
noncompliance would not be reasonably likely to individually, or in the aggregate when
combined with any other such noncompliance, have a Material Adverse Effect.




(b) Payment of Taxes, Etc. Pay and discharge, and cause each of its
Subsidiaries to pay and discharge, before the same shall become delinquent, (i) all taxes,
assessments and governmental charges or levies imposed upon it or upon its property and (ii)
all lawful claims that, if unpaid, might by law become a Lien upon its property;
provided, however, that none of the Borrowers or any of their respective
Subsidiaries shall be required to pay or discharge any such tax, assessment, charge or claim
that is being contested in good faith and by proper proceedings and as to which appropriate
reserves are being maintained, unless and until any Lien resulting therefrom attaches to its
property and becomes enforceable against its other creditors.




(c) Maintenance of Insurance. Maintain, and cause each of its Subsidiaries to
maintain, insurance with responsible and reputable insurance companies or associations in
such amounts and covering such risks as is usually carried by companies engaged in similar
businesses and owning similar properties in the same general areas in which such Borrower or
such Subsidiary operates.




(d) Preservation of Corporate Existence, Etc. Preserve and maintain, and cause
each of its Subsidiaries to preserve and maintain, its corporate existence, rights (charter
and statutory) and franchises; provided, however, that none of the Borrowers
or any of their respective Subsidiaries shall be required to preserve any right or franchise
terminated as the result of any merger or consolidation permitted under Section 5.02(b) and
provided further that none of the Borrowers or any of their respective
Subsidiaries shall be required to preserve any right or franchise if the Board of Directors
of such Borrower or such Subsidiary shall determine that the preservation thereof is no
longer desirable in the conduct of the business of such Borrower or such Subsidiary, as the
case may be, and that the loss thereof is not disadvantageous in any material respect to
such Borrower, such Subsidiary or the Lenders.




(e) Visitation Rights. At any reasonable time during normal business hours and
from time to time, permit the Agent or any of the Lenders or any agents or representatives
thereof, to examine the records and books of account of, and visit the properties of, the
Company and to discuss the affairs, finances and accounts of the Company and any of the
Designated Subsidiaries with any of the Company’s officers and with its independent
certified public accountants.




(f) Keeping of Books. Keep, and, except in the case of any Foreign Subsidiary
of the Company, cause each of their respective Subsidiaries to keep, proper books of record
and account, in which full and correct entries in all material respects shall be made of all
financial transactions and the assets and business of such Borrower and each such Subsidiary
in accordance with generally accepted accounting principles in effect from time to time;
provided however, that in the case of any Foreign Subsidiary if such Foreign
Subsidiary is a Consolidated Subsidiary of the Company, the Company shall make all
adjustments to the financial records of such Foreign Subsidiary necessary or appropriate to
consolidate the accounts of such Foreign Subsidiary with the accounts of the Company in
accordance with generally accepted accounting principles.




(g) Maintenance of Properties, Etc. Maintain and preserve, and cause each of
its Subsidiaries to maintain and preserve, all of its properties that are used or useful in
the conduct of its business in good working order and condition, ordinary wear and tear
excepted.




(h) Transactions with Affiliates. Conduct, and cause each of its Subsidiaries
to conduct, all transactions otherwise permitted under this Agreement with any of their
Affiliates on terms that are fair and reasonable and no less favorable to the Company than
the Company would obtain in a comparable arm’s-length transaction with a Person not an
Affiliate, other than those transactions between the Company and Subsidiaries or among the
Company’s Subsidiaries which, in any case, could not be reasonably expected to have a
Material Adverse Effect.




(i) Reporting Requirements. Furnish to the Lenders:




(i) in the case of the Company, as soon as available and in any event within 45
days after the end of each of the first three quarters of each fiscal year of the
Company, the Consolidated balance sheet of the Company and its Subsidiaries as of
the end of such quarter and Consolidated statements of income and cash flows of the
Company and its Subsidiaries for the period commencing at the end of the previous
fiscal year and ending with the end of such quarter, duly certified (subject to
year-end audit adjustments) by the chief financial officer of the Company as having
been prepared in accordance with generally accepted accounting principles and
certificates of the chief financial officer of the Company as to compliance with the
terms of this Agreement and setting forth in reasonable detail the calculations
necessary to demonstrate compliance with Section 5.03, provided that in the
event of any change in GAAP used in the preparation of such financial statements,
the Company shall also provide, if necessary for the determination of compliance
with Section 5.03, a statement of reconciliation conforming such financial
statements to GAAP;




(ii) in the case of the Company, as soon as available and in any event within
90 days after the end of each fiscal year of the Company, a copy of the annual audit
report for such year for the Company and its Subsidiaries, containing the
Consolidated balance sheet of the Company and its Subsidiaries as of the end of such
fiscal year and Consolidated statements of income and cash flows of the Company and
its Subsidiaries for such fiscal year, in each case accompanied by an opinion
acceptable to the Required Lenders by PriceWaterhouseCoopers LLP or other
independent public accountants acceptable to the Required Lenders, provided
that in the event of any change in GAAP used in the preparation of such financial
statements, the Company shall also provide, if necessary for the determination of
compliance with Section 5.03, a statement of reconciliation conforming such
financial statements to GAAP;




(iii) as soon as possible and in any event within five days after the
occurrence of each Default continuing on the date of such statement, a statement of
the chief financial officer of such Borrower setting forth details of such Default
and the action that such Borrower has taken and proposes to take with respect
thereto;




(iv) in the case of the Company, promptly after the sending or filing thereof,
copies of all reports that the Company sends to its securityholders in a general
distribution, and copies of all reports and registration statements that the Company
or any of its Subsidiaries files with the Securities and Exchange Commission or any
national securities exchange;




(v) promptly after the commencement thereof, notice of all actions and
proceedings before any court, governmental agency or arbitrator affecting such
Borrower or any of its Subsidiaries of the type described in Section 4.01(f);




(vi) such other information respecting such Borrower or any of its Subsidiaries
as any Lender through the Agent may from time to time reasonably request; and




(vii) promptly after the assertion or occurrence thereof, notice of any
Environmental Action against or of any noncompliance by such Borrower or any of its
Subsidiaries with any Environmental Law or Environmental Permit that could
reasonably be expected to have a Material Adverse Effect.



SECTION 5.02. Negative Covenants. So long as any Advance shall remain unpaid or any
Lender shall have any Commitment hereunder, none of the Borrowers will:




(a) Liens, Etc. Create or suffer to exist, or permit any of their respective
Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its
properties (other than any property consisting of margin stock (within the meaning of
Regulation U issued by the Board of Governors of the Federal Reserve System) for so long as
such property constitutes margin stock), whether now owned or hereafter acquired, or assign,
or permit any of its Subsidiaries to assign, any right to receive income, other than:




(i) Permitted Liens,




(ii) purchase money Liens upon or in any real property or equipment acquired or
held by such Borrower or any Subsidiary in the ordinary course of business to secure
the purchase price of such property or equipment or to secure Debt incurred solely
for the purpose of financing the acquisition of such property or equipment, or Liens
existing on such property or equipment at the time of its acquisition (other than
any such Liens created in contemplation of such acquisition that were not incurred
to finance the acquisition of such property) or extensions, renewals or replacements
of any of the foregoing for the same or a lesser amount, provided,
however, that no such Lien shall extend to or cover any properties of any
character other than the real property or equipment being acquired, and no such
extension, renewal or replacement shall extend to or cover any properties not
theretofore subject to the Lien being extended, renewed or replaced,




(iii) the Liens existing on the Effective Date and described on Schedule
5.02(a) hereto,




(iv) Liens on property of a Person (including, without limitation, Morton)
existing at the time such Person is merged into or consolidated with such Borrower
or any Subsidiary of such Borrower or becomes a Subsidiary of such Borrower;
provided that such Liens were not created in contemplation of such merger,
consolidation or acquisition and do not extend to any assets other than those of the
Person so merged into or consolidated with such Borrower or such Subsidiary or
acquired by such Borrower or such Subsidiary,




(v) Liens on accounts receivable (and in property securing or otherwise
supporting such accounts receivable together with proceeds thereof) of such Borrower
and its Subsidiaries in connection with a Receivables Securitization,




(vi) other Liens securing Debt in an aggregate principal amount not to exceed
5% of the Company’s Consolidated Net Worth, and




(vii) the replacement, extension or renewal of any Lien permitted by clause
(iii) or (iv) above upon or in the same property theretofore subject thereto or the
replacement, extension or renewal (without increase in the amount or change in any
direct or contingent obligor) of the Debt secured thereby.




(b) Mergers, Sale of Assets, Etc. Merge or consolidate with or into, or
convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series
of transactions) all or substantially all of its assets (whether now owned or hereafter
acquired) to, any Person, or permit any of its Subsidiaries to do so, except (i) any
Subsidiary of the Company may merge or consolidate with or into or, subject to Section
5.01(h), transfer assets to any other such Subsidiary or the Company, (ii) subject to
Section 5.01(h), the Company may transfer assets to any Consolidated Subsidiary of the
Company and (iii) the Company or any Subsidiary of the Company may merge or consolidate with
or into any other Person if the Company or such Subsidiary is the surviving corporation,
provided, in each case, that no Default shall have occurred and be continuing at the
time of such proposed transaction or would result therefrom.




(c) Accounting Changes. In the case of the Company and its Consolidated
Subsidiaries, make or permit, or permit any of its Consolidated Subsidiaries to make or
permit, any change in accounting policies or reporting practices, except as required or
permitted by generally accepted accounting principles.




(d) Change in Nature of Business. Make, or permit any of its Consolidated
Subsidiaries to make, any material change in the nature of the business of the Company and
its Consolidated Subsidiaries, taken as a whole, as carried on at the date hereof.



SECTION 5.03. Financial Covenant. So long as any Advance shall remain unpaid or any
Lender shall have any Commitment hereunder, the Company will maintain at the end of each of its
fiscal quarters an Interest Coverage Ratio of at least 3.5:1.0.



ARTICLE VI




EVENTS OF DEFAULT




SECTION 6.01. Events of Default. If any of the following events (“Events of
Default”) shall occur and be continuing:




(a) Any Borrower shall fail to pay any principal of any Advance when the same becomes
due and payable; or any Borrower shall fail to pay any interest on any Advance or make any
other payment of fees or other amounts payable under this Agreement or any Note within five
Business Days after the same becomes due and payable; or




(b) Any representation or warranty made by any Borrower (or any of its officers) in
this Agreement or in any document or certificate required to be delivered pursuant to this
Agreement shall prove to have been incorrect in any material respect when made; or




(c) (i) Any Borrower shall fail to perform or observe any term, covenant or agreement
contained in Section 5.01(d), (e), (h) or (i)(iii), 5.02 or 5.03, or (ii) any Borrower shall
fail to perform or observe any other term, covenant or agreement contained in this Agreement
on its part to be performed or observed if such failure shall remain unremedied for 30 days
after written notice thereof shall have been given to any Borrower by the Agent or any
Lender; or




(d) Any Borrower or any of its Subsidiaries shall fail to pay any principal of or
premium or interest on any Debt of any Borrower or such Subsidiary (as the case may be) that
is outstanding in a principal or notional amount of at least $50,000,000 individually or in
the aggregate for all such Borrowers and Subsidiaries (but excluding Debt outstanding
hereunder), when the same becomes due and payable (whether by scheduled maturity, required
prepayment, acceleration, demand or otherwise), and such failure shall continue after the
applicable grace period, if any, specified in the agreement or instrument relating to such
Debt; or any other event shall occur or condition shall exist under any agreement or
instrument relating to any such Debt and shall continue after the applicable grace period,
if any, specified in such agreement or instrument, if the effect of such event or condition
is to accelerate, or to permit the acceleration of, the maturity of such Debt; or any such
Debt shall be declared to be due and payable, or required to be prepaid or redeemed (other
than by a regularly scheduled required prepayment or redemption), purchased or defeased, or
an offer to prepay, redeem, purchase or defease such Debt shall be required to be made, in
each case prior to the stated maturity thereof; or




(e) Any Borrower or any of the Company’s Consolidated Subsidiaries shall generally not
pay its debts as such debts become due, or shall admit in writing its inability to pay its
debts generally, or shall make a general assignment for the benefit of creditors; or any
proceeding shall be instituted by or against any Borrower or any of the Company’s
Consolidated Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or seeking
liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or
composition of it or its debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors, or seeking the entry of an order for relief or the
appointment of a receiver, trustee, custodian or other similar official for it or for any
substantial part of its property and, in the case of any such proceeding instituted against
it (but not instituted by it), either such proceeding shall remain undismissed or unstayed
for a period of 30 days, or any of the actions sought in such proceeding (including, without
limitation, the entry of an order for relief against, or the appointment of a receiver,
trustee, custodian or other similar official for, it or for any substantial part of its
property) shall occur; or any Borrower or any of the Company’s Consolidated Subsidiaries
shall take any corporate action to authorize any of the actions set forth above in this
subsection (e); or




(f) Any one or more judgments or orders for the payment of money in excess of
$50,000,000 in the aggregate shall be rendered against any Borrower or any of its
Subsidiaries and either (i) enforcement proceedings shall have been commenced by any
creditor upon such judgment or order or (ii) there shall be any period of 10 consecutive
days during which a stay of enforcement of such judgment or order, by reason of a pending
appeal or otherwise, shall not be in effect; or




(g) (i) Any Person or two or more Persons acting in concert (other than the Haas
Family) shall, after the date hereof, have acquired beneficial ownership (within the
meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities
Exchange Act of 1934), directly or indirectly, of Voting Stock of the Company (or other
securities convertible into such Voting Stock) representing 20% or more of the combined
voting power of all Voting Stock of the Company; or (ii) during any period of up to 24
consecutive months, commencing before or after the date of this Agreement, individuals who
at the beginning of such 24-month period were directors of the Company shall cease for any
reason (other than due to death or disability) to constitute a majority of the board of
directors of the Company (except to the extent that individuals who at the beginning of such
24-month period were replaced by one or more individuals (x) elected by 66-2/3% of the
remaining members of the board of directors of the Borrower or (y) nominated for election by
a majority of the remaining members of the board of directors of the Borrower and thereafter
elected as directors by the shareholders of the Borrower); or (iii) any Person or two or
more Persons acting in concert shall have acquired by contract or otherwise, or shall have
entered into a contract or arrangement that, upon consummation, will result in its or their
acquisition of the power to exercise, directly or indirectly, a controlling influence over
the management or policies of the Company; or (iv) the Company shall cease to own,
beneficially and of record, 100% of the outstanding capital stock of any Borrower; or




(h) Any Borrower or any of its ERISA Affiliates shall incur, or shall be reasonably
likely to incur liability in excess of $50,000,000 in the aggregate as a result of one or
more of the following: (i) the occurrence of any ERISA Event; (ii) the partial or complete
withdrawal of any Borrower or any of its ERISA Affiliates from a Multiemployer Plan; or
(iii) the reorganization or termination of a Multiemployer Plan; or




(i) Any provision of this Agreement shall for any reason cease to be valid and binding
on or enforceable against the Company or any Borrower, or the Company or any Borrower shall
so state in writing;



then, and in any such event, the Agent (i) shall at the request, or may with the consent, of the
Required Lenders, by notice to the Borrowers, declare the obligation of each Lender to make
Advances to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the
request, or may with the consent, of the Required Lenders, by notice to the Borrowers, declare the
Advances, all interest thereon and all other amounts payable under this Agreement to be forthwith
due and payable, whereupon the Advances, all such interest and all such amounts shall become and be
forthwith due and payable, without presentment, demand, protest or further notice of any kind, all
of which are hereby expressly waived by each Borrower; provided, however, that in
the event of an actual or deemed entry of an order for relief with respect to any Borrower under
the Federal Bankruptcy Code, (A) the obligation of each Lender to make Advances shall automatically
be terminated and (B) the Advances, all such interest and all such amounts shall automatically
become and be due and payable, without presentment, demand, protest or any notice of any kind, all
of which are hereby expressly waived by each Borrower.



ARTICLE VII




GUARANTY




SECTION 7.01. Guaranty; Limitation of Liability. The Company hereby absolutely,
unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled
maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all
obligations of each other Borrower now or hereafter existing under or in respect of this Agreement
and the Notes (including, without limitation, any extensions, modifications, substitutions,
amendments or renewals of any or all of the foregoing obligations), whether direct or indirect,
absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract
causes of action, costs, expenses or otherwise (such obligations being the “Guaranteed
Obligations”), and agrees to pay any and all expenses (including, without limitation, fees and
expenses of counsel) incurred by the Agent or any Lender in enforcing any rights under this
Agreement or the Notes. Without limiting the generality of the foregoing, the Company’s liability
shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by
any other Borrower to any Lender under or in respect of this Agreement and the Notes but for the
fact that they are unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving such other Borrower.



SECTION 7.02. Guaranty Absolute. The Company guarantees that the Guaranteed
Obligations will be paid strictly in accordance with the terms of this Agreement and the Notes,
regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting
any of such terms or the rights of any Lender with respect thereto. The obligations of the Company
under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other
obligations of any other Borrower under or in respect of this Agreement and the Notes, and a
separate action or actions may be brought and prosecuted against the Company to enforce this
Guaranty, irrespective of whether any action is brought against any other Borrower or whether any
other Borrower is joined in any such action or actions. The liability of the Company under this
Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby
irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or
all of the following:




(a) any lack of validity or enforceability of this Agreement or any Note or any
agreement or instrument relating thereto;




(b) any change in the time, manner or place of payment of, or in any other term of, all
or any of the Guaranteed Obligations or any other obligations of any other Borrower under or
in respect of this Agreement or any Note, or any other amendment or waiver of or any consent
to departure from this Agreement or any Note, including, without limitation, any increase in
the Guaranteed Obligations resulting from the extension of additional credit to any other
Borrower or any of its Subsidiaries or otherwise;




(c) any taking, exchange, release or non-perfection of any collateral, or any taking,
release or amendment or waiver of, or consent to departure from, any other guaranty, for all
or any of the Guaranteed Obligations;




(d) any change, restructuring or termination of the corporate structure or existence of
any other Borrower or any of its Subsidiaries;




(e) any failure of any Lender to disclose to any Borrower any information relating to
the business, condition (financial or otherwise), operations, performance, properties or
prospects of any other Borrower now or hereafter known to such Lender (the Company waiving
any duty on the part of the Lenders to disclose such information);




(f) the failure of any other Person to execute or deliver this Guaranty or any other
guaranty or agreement or the release or reduction of liability of the Company or other
guarantor or surety with respect to the Guaranteed Obligations;




(g) any manner of application of collateral, or proceeds thereof, to all or any of the
Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all
or any of the Guaranteed Obligations or any other obligations of any Borrower under this
Agreement or the Notes or any other assets of any Borrower or any of its Subsidiaries; or




(h) any other circumstance (including, without limitation, any statute of limitations)
or any existence of or reliance on any representation by any Lender that might otherwise
constitute a defense available to, or a discharge of, any Borrower or any other guarantor or
surety.



This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time
any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any
Lender or any other Person upon the insolvency, bankruptcy or reorganization of any other Borrower,
all as though such payment had not been made.



SECTION 7.03. Waivers and Acknowledgments. (a) The Company hereby unconditionally
and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for
performance, notice of nonperformance, default, acceleration, protest or dishonor and any other
notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that
any Lender exhaust any right or take any action against any Borrower or any other Person.



(b) The Company hereby unconditionally and irrevocably waives any right to revoke this
Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed
Obligations, whether existing now or in the future.



(c) The Company hereby unconditionally and irrevocably waives (i) any defense arising by
reason of any claim or defense based upon an election of remedies by any Lender that in any manner
impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement,
exoneration, contribution or indemnification rights of the Company or other rights of the Company
to proceed against any of the other Borrowers, any other guarantor or any other Person and (ii) any
defense based on any right of set-off or counterclaim against or in respect of the obligations of
the Company hereunder.



(d) The Company hereby unconditionally and irrevocably waives any duty on the part of any
Lender to disclose to the Company any matter, fact or thing relating to the business, condition
(financial or otherwise), operations, performance, properties or prospects of any other Borrower or
any of its Subsidiaries now or hereafter known by such Lender.



(e) The Company acknowledges that it will receive substantial direct and indirect benefits
from the financing arrangements contemplated by this Agreement and that the waivers set forth in
Section 7.02 and this Section 7.03 are knowingly made in contemplation of such benefits.



SECTION 7.04. Subrogation. The Company hereby unconditionally and irrevocably agrees
not to exercise any rights that it may now have or hereafter acquire against any other Borrower
that arise from the existence, payment, performance or enforcement of the Company’s obligations
under or in respect of this Agreement or any Note, including, without limitation, any right of
subrogation, reimbursement, exoneration, contribution or indemnification and any right to
participate in any claim or remedy of any Lender against any other Borrower, whether or not such
claim, remedy or right arises in equity or under contract, statute or common law, including,
without limitation, the right to take or receive from any other Borrower, directly or indirectly,
in cash or other property or by set-off or in any other manner, payment or security on account of
such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other
amounts payable under this Guaranty shall have been paid in full in cash and the Commitments shall
have expired or been terminated. If any amount shall be paid to the Company in violation of the
immediately preceding sentence at any time prior to the later of (a) the payment in full in cash of
the Guaranteed Obligations and all other amounts payable under this Guaranty and (b) the
Termination Date, such amount shall be received and held in trust for the benefit of the Lenders,
shall be segregated from other property and funds of the Company and shall forthwith be paid or
delivered to the Agent in the same form as so received (with any necessary endorsement or
assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable
under this Guaranty, whether matured or unmatured, in accordance with the terms of this Agreement
and the Notes. If (i) the Company shall make payment to any Lender of all or any part of the
Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under
this Guaranty shall have been paid in full in cash and (iii) the Termination Date shall have
occurred, the Lenders will, at the Company’s request and expense, execute and deliver to the
Company appropriate documents, without recourse and without representation or warranty, necessary
to evidence the transfer by subrogation to the Company of an interest in the Guaranteed Obligations
resulting from such payment made by the Company pursuant to this Guaranty.



SECTION 7.05. Continuing Guaranty; Assignments. This Guaranty is a continuing
guaranty and shall (a) remain in full force and effect until the later of (i) the payment in full
in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty and (ii)
the Termination Date, (b) be binding upon the Company, its successors and assigns and (c) inure to
the benefit of and be enforceable by the Lenders and their successors, transferees and assigns.
Without limiting the generality of clause (c) of the immediately preceding sentence, any Lender may
assign or otherwise transfer all or any portion of its rights and obligations under this Agreement
(including, without limitation, all or any portion of its Commitments, the Advances owing to it and
the Note or Notes, if any, held by it) to any other Person, and such other Person shall thereupon
become vested with all the benefits in respect thereof granted to such Lender herein or otherwise,
in each case as and to the extent provided in Section 9.07. The Company shall not have the right
to assign its rights hereunder or any interest herein without the prior written consent of the
Lenders.



ARTICLE VIII




THE AGENT




SECTION 8.01. Authorization and Action. Each Lender hereby appoints and authorizes
the Agent to take such action as agent on its behalf and to exercise such powers and discretion
under this Agreement as are delegated to the Agent by the terms hereof, together with such powers
and discretion as are reasonably incidental thereto. As to any matters not expressly provided for
by this Agreement (including, without limitation, enforcement or collection of the Notes), the
Agent shall not be required to exercise any discretion or take any action, but shall be required to
act or to refrain from acting (and shall be fully protected in so acting or refraining from acting)
upon the instructions of the Required Lenders, and such instructions shall be binding upon all
Lenders and all holders of Notes; provided, however, that the Agent shall not be
required to take any action that exposes the Agent to personal liability or that is contrary to
this Agreement or applicable law. The Agent agrees to give to each Lender prompt notice of each
notice given to it by any Borrower pursuant to the terms of this Agreement.



SECTION 8.02. Agent’s Reliance, Etc. Neither the Agent nor any of its directors,
officers, agents or employees shall be liable for any action taken or omitted to be taken by it or
them under or in connection with this Agreement, except for its or their own gross negligence or
willful misconduct. Without limitation of the generality of the foregoing, the Agent: (i) may
treat the Lender that made any Advance as the holder of the Debt resulting therefrom until the
Agent receives and accepts an Assumption Agreement entered into by an Assuming Lender as provided
in Section 2.17, or an Assignment and Acceptance entered into by such Lender, as assignor, and an
Eligible Assignee, as assignee, as provided in Section 9.07; (ii) may consult with legal counsel
(including counsel for the Borrowers), independent public accountants and other experts selected by
it and shall not be liable for any action taken or omitted to be taken in good faith by it in
accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or
representation to any Lender and shall not be responsible to any Lender for any statements,
warranties or representations (whether written or oral) made in or in connection with this
Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance or
observance of any of the terms, covenants or conditions of this Agreement on the part of the
Borrowers or to inspect the property (including the books and records) of the Borrowers; (v) shall
not be responsible to any Lender for the due execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Agreement or any other instrument or document furnished
pursuant hereto; and (vi) shall incur no liability under or in respect of this Agreement by acting
upon any notice, consent, certificate or other instrument or writing (which may be by telecopier,
telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties.



SECTION 8.03. Citibank and Affiliates. With respect to its Commitment, the Advances
made by it and the Note issued to it, Citibank shall have the same rights and powers under this
Agreement as any other Lender and may exercise the same as though it were not the Agent; and the
term “Lender” or “Lenders” shall, unless otherwise expressly indicated, include Citibank in its
individual capacity. Citibank and its Affiliates may accept deposits from, lend money to, act as
trustee under indentures of, accept investment banking engagements from and generally engage in any
kind of business with, any of the Borrowers, their respective Subsidiaries and any Person who may
do business with or own securities of any of the Borrowers or their respective Subsidiaries, all as
if Citibank were not the Agent and without any duty to account therefor to the Lenders. The Agent
shall have no duty to disclose any information obtained or received by it or any of its Affiliates
relating to the Company or any of its Subsidiaries to the extent such information was obtained or
received in any capacity other than as Agent.



SECTION 8.04. Lender Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon the Agent or any other Lender and based on the financial
statements referred to in Section 4.01 and such other documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender
also acknowledges that it will, independently and without reliance upon the Agent 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 this Agreement.



SECTION 8.05. Indemnification. The Lenders agree to indemnify the Agent (to the
extent not reimbursed by the Borrowers), ratably according to the respective principal amounts of
the Revolving Credit Advances then owed to each of them (or if no Revolving Credit Advances are at
the time outstanding, ratably according to the respective amounts of their Commitments), from and
against any and all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on,
incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement
or any action taken or omitted by the Agent under this Agreement (collectively, the
"Indemnified Costs”), provided that no Lender shall be liable for any portion of
the Indemnified Costs resulting from the Agent’s gross negligence or willful misconduct. Without
limitation of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its
ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by the
Agent in connection with the preparation, execution, delivery, administration, modification,
amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or
legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the
Agent is not reimbursed for such expenses by the Borrowers. In the case of any investigation,
litigation or proceeding giving rise to any Indemnified Costs, this Section 8.05 applies whether
any such investigation, litigation or proceeding is brought by the Agent, any Lender or a third
party.



SECTION 8.06. Successor Agent. The Agent may resign at any time by giving written
notice thereof to the Lenders and the Borrowers and may be removed at any time with or without
cause by the Required Lenders provided that, so long as no Default shall have occurred and
be continuing the Company shall consent to any appointment of a successor Agent, which consent
shall not be unreasonably withheld or delayed. Upon any such resignation or removal, the Required
Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been
so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days
after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the
retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent,
which shall be a commercial bank organized under the laws of the United States of America or of any
State thereof and having a combined capital and surplus of at least $5,000,000,000. Upon the
acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall
thereupon succeed to and become vested with all the rights, powers, discretion, privileges and
duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and
obligations under this Agreement. After any retiring Agent’s resignation or removal hereunder as
Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was Agent under this Agreement.



SECTION 8.07. Sub-Agent. The Sub-Agent has been designated under this Agreement to
carry out duties of the Agent. The Sub-Agent shall be subject to each of the obligations in this
Agreement to be performed by the Sub-Agent, and each of the Borrowers and the Lenders agrees that
the Sub-Agent shall be entitled to exercise each of the rights and shall be entitled to each of the
benefits of the Agent under this Agreement as relate to the performance of its obligations
hereunder.



SECTION 8.08. Other Agents. Each Lender hereby acknowledges that none of the
Syndication Agents nor any other Lender designated as any “Agent” on the signature pages hereof has
any liability hereunder other than in its capacity as a Lender.



ARTICLE IX




MISCELLANEOUS




SECTION 9.01. Amendments, Etc. No amendment or waiver of any provision of this
Agreement or the Revolving Credit Notes, nor consent to any departure by any Borrower therefrom,
shall in any event be effective unless the same shall be in writing and signed by the Required
Lenders, and then such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given; provided, however, that no amendment, waiver
or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a)
waive any of the conditions specified in Section 3.01 or 3.02, (b) increase the Commitments of the
Lenders, (c) reduce the principal of, or interest on, the Revolving Credit Advances or any fees or
other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or
interest on, the Revolving Credit Advances or any fees or other amounts payable hereunder, (e)
change the percentage of the Commitments or of the aggregate unpaid principal amount of the
Revolving Credit Advances, or the number of Lenders, that shall be required for the Lenders or any
of them to take any action hereunder, (f) reduce or limit the obligations of the Company under
Section 7.01 or release the Company or otherwise limit the Company’s liability with respect to the
obligations owing to the Agent and the Lenders or (g) amend Section 2.14 or this Section 9.01; and
provided further that no amendment, waiver or consent shall, unless in writing and
signed by the Agent in addition to the Lenders required above to take such action, affect the
rights or duties of the Agent under this Agreement or any Note.



SECTION 9.02. Notices, Etc. (a) All notices and other communications provided for
hereunder shall be either (x) in writing (including telecopier, telegraphic or telex communication)
and mailed, telecopied, telegraphed, telexed or delivered or (y) as and to the extent set forth in
Section 9.02(b) and in the proviso to this Section 9.02(a), if to the Company, at its address at
100 Independence Mall West, Philadelphia, Pennsylvania 19106, Attention: Treasurer; if to a
Designated Subsidiary at the address of such Designated Subsidiary set forth in its Designation
Letter with a copy to the Company; if to any Initial Lender, at its Domestic Lending Office
specified opposite its name on Schedule I hereto; if to any other Lender, at its Domestic Lending
Office specified in the Assumption Agreement or the Assignment and Acceptance pursuant to which it
became a Lender; and if to the Agent, at its address at Two Penns Way, New Castle, Delaware 19720,
Attention: Bank Loan Syndications Department; or, as to the Borrowers or the Agent, at such other
address as shall be designated by such party in a written notice to the other parties and, as to
each other party, at such other address as shall be designated by such party in a written notice to
the Borrowers and the Agent, provided that materials required to be delivered pursuant to
Section 5.01(i)(i), (ii) or (iv) shall be delivered to the Agent as specified in Section 8.02(b) or
as otherwise specified to the Company by the Agent. All such notices and communications shall,
when mailed, telecopied, telegraphed or telexed, be effective when deposited in the mails,
telecopied, delivered to the telegraph company or confirmed by telex answerback, respectively,
except that notices and communications to the Agent pursuant to Article II, III or VIII shall not
be effective until received by the Agent. Delivery by telecopier of an executed counterpart of any
amendment or waiver of any provision of this Agreement or the Notes or of any Exhibit hereto to be
executed and delivered hereunder shall be effective as delivery of an original executed counterpart
thereof.



(b) So long as Citibank or any of its Affiliates is the Agent, materials required to be
delivered pursuant to Section 5.01(i)(i), (ii) and (iv) shall be delivered to the Agent in an
electronic medium in a format acceptable to the Agent and the Lenders by e-mail at
oploanswebadmin@citigroup.com. The Company agrees that the Agent may make such materials, as well
as any other materials or matters relating to this Agreement, the Notes or any of the transactions
contemplated hereby (collectively, the “Communications”) available to the Lenders by
posting such notices on Intralinks, “e-Disclosure”, the Agent’s internet delivery system that is
part of Fixed Income Direct, Global Fixed Income’s primary web portal, or a substantially similar
electronic system (the “Platform”). The Company acknowledges that (i) the distribution of
material through an electronic medium is not necessarily secure and that there are confidentiality
and other risks associated with such distribution, (ii) the Platform is provided “as is” and “as
available” and (iii) neither the Agent nor any of its Affiliates warrants the accuracy, adequacy or
completeness of the Communications or the Platform and each expressly disclaims liability for
errors or omissions in the Communications or the Platform. No warranty of any kind, express,
implied or statutory, including, without limitation, any warranty of merchantability, fitness for a
particular purpose, non-infringement of third party rights or freedom from viruses or other code
defects, is made by the Agent or any of its Affiliates in connection with the Platform.



(c) Each Lender agrees that notice to it (as provided in the next sentence) (a
"Notice”) specifying that any Communications have been posted to the Platform shall
constitute effective delivery of such information, documents or other materials to such Lender for
purposes of this Agreement; provided that if requested by any Lender the Agent shall
deliver a copy of the Communications to such Lender by email or telecopier. Each Lender agrees (i)
to notify the Agent in writing of such Lender’s e-mail address to which a Notice may be sent by
electronic transmission (including by electronic communication) on or before the date such Lender
becomes a party to this Agreement (and from time to time thereafter to ensure that the Agent has on
record an effective e-mail address for such Lender) and (ii) that any Notice may be sent to such
e-mail address.



SECTION 9.03. No Waiver; Remedies. No failure on the part of any Lender or the Agent
to exercise, and no delay in exercising, any right hereunder or under any Note shall operate as a
waiver thereof; nor shall any single or partial exercise of any such right preclude any other or
further exercise thereof or the exercise of any other right. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.



SECTION 9.04. Costs and Expenses. (a) The Borrowers jointly and severally agree to
pay on demand all costs and expenses of the Agent in connection with the preparation, execution,
delivery, administration, modification and amendment of this Agreement, the Notes and the other
documents to be delivered hereunder, including, without limitation, (A) all due diligence,
syndication (including printing, distribution and bank meetings), transportation, computer,
duplication, appraisal, consultant, and audit expenses and (B) the reasonable fees and expenses of
counsel for the Agent with respect thereto and with respect to advising the Agent as to its rights
and responsibilities under this Agreement. The Borrowers further jointly and severally agree to
pay on demand all costs and expenses of the Agent and the Lenders, if any (including, without
limitation, reasonable counsel fees and expenses), in connection with the enforcement (whether
through negotiations, legal proceedings or otherwise) of this Agreement, the Notes and the other
documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of
counsel for the Agent and each Lender in connection with the enforcement of rights under this
Section 9.04(a).



(b) The Borrowers, jointly and severally, indemnify and hold harmless the Agent and each
Lender and each of their Affiliates and their officers, directors, employees, agents and advisors
(each, an “Indemnified Party”) from and against any and all claims, damages, losses,
liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel)
that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising
out of or in connection with or by reason of (including, without limitation, in connection with any
investigation, litigation or proceeding or preparation of a defense in connection therewith) (i)
the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed
use of the proceeds of the Advances or (ii) the actual or alleged presence of Hazardous Materials
on any property of the Borrowers or any of their respective Subsidiaries or any Environmental
Action relating in any way to the Borrowers or any of their respective Subsidiaries, but excluding
any such claims, damages, losses, liabilities and expenses of any Indemnified Party (i) to the
extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment
by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross
negligence or willful misconduct, (ii) arising from disputes among two or more Lenders (but not
including any such dispute to the extent that any such Lender is acting in any different capacity
(e.g., Agent or Syndication Agent) or to the extent that it involves the Agent’s and such
Syndication Agent’s syndication activities) or (iii) arising from a successful breach of contract
claim by the Borrower against such Indemnified Party. In the case of an investigation, litigation
or other proceeding to which the indemnity in this Section 9.04(b) applies, such indemnity shall be
effective whether or not such investigation, litigation or proceeding is brought by any Borrower,
its directors, shareholders or creditors or an Indemnified Party or any other Person or any
Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated
hereby are consummated. The Borrowers also agree not to assert any claim against the Agent, any
Lender, any of their Affiliates, or any of their respective directors, officers, employees,
attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive
damages arising out of or otherwise relating to the Notes, this Agreement, any of the transactions
contemplated herein or the actual or proposed use of the proceeds of the Advances.



(c) If any payment of principal of, or Conversion of, any Eurocurrency Rate Advance, LIBO Rate
Advance or Local Rate Advance is made by any Borrower to or for the account of a Lender other than
on the last day of the Interest Period for such Advance, as a result of a payment or Conversion
pursuant to Section 2.08(d) or (e), 2.09 or 2.11, acceleration of the maturity of the Notes
pursuant to Section 6.01 or for any other reason, or by an Eligible Assignee to a Lender other than
on the last day of the Interest Period for such Advance upon an assignment of rights and
obligations under this Agreement pursuant to Section 9.07 as a result of a demand by such Borrower
pursuant to Section 9.07(a), such Borrower shall, upon demand by such Lender (with a copy of such
demand to the Agent), pay to the Agent for the account of such Lender any amounts required to
compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as
a result of such payment or Conversion, including, without limitation, any loss (including loss of
anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of
deposits or other funds acquired by any Lender to fund or maintain such Advance. If the amount of
the Committed Currency purchased by any Lender in the case of a Conversion or exchange of Advances
in the case of Section 2.08 or 2.11 exceeds the sum required to satisfy such Lender’s liability in
respect of such Advances, such Lender agrees to remit to the Company such excess.



(d) Without prejudice to the survival of any other agreement of the parties hereunder, the
agreements and obligations of the parties contained in Sections 2.10, 2.13, 9.04 and 9.09 shall
survive the payment in full of principal, interest and all other amounts payable hereunder and
under the Notes.



SECTION 9.05. Right of Set-off. Upon (i) the occurrence and during the continuance
of any Event of Default and (ii) the making of the request or the granting of the consent specified
by Section 6.01 to authorize the Agent to declare the Notes due and payable pursuant to the
provisions of Section 6.01, each Lender and each of its Affiliates 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) at any time held and other
indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account
of any Borrower against any and all of the obligations of such Borrower now or hereafter existing
under this Agreement and the Note held by such Lender, whether or not such Lender shall have made
any demand under this Agreement or such Note and although such obligations may be unmatured. Each
Lender agrees promptly to notify the applicable Borrower after any such set-off and application,
provided that the failure to give such notice shall not affect the validity of such set-off
and application. The rights of each Lender and its Affiliates under this Section are in addition
to other rights and remedies (including, without limitation, other rights of set-off) that such
Lender and its Affiliates may have.



SECTION 9.06. Binding Effect. This Agreement shall become effective (other than
Sections 2.01 and 2.03, which shall only become effective upon satisfaction of the conditions
precedent set forth in Section 3.01) when it shall have been executed by the Borrowers and the
Agent and when the Agent shall have been notified by each Initial Lender that such Initial Lender
has executed it and thereafter shall be binding upon and inure to the benefit of the Borrowers, the
Agent and each Lender and their respective successors and assigns, except that the Borrowers shall
not have the right to assign its rights hereunder or any interest herein without the prior written
consent of all of the Lenders.



SECTION 9.07. Assignments and Participations. (a) Each Lender may and, if demanded
by the Company (following a demand by such Lender pursuant to Section 2.10 or 2.13 or upon such
Lender identifying itself as a Protesting Lender pursuant to Section 9.08) shall, upon at least 5
Business Days’ notice to such Lender and the Agent, assign to one or more Persons all or a portion
of its rights and obligations under this Agreement (including, without limitation, all or a portion
of its Commitment, the Revolving Credit Advances owing to it and the Revolving Credit Note or Notes
held by it); provided, however, that (i) each such assignment shall be of a
constant, and not a varying, percentage of all rights and obligations under this Agreement (other
than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and
Competitive Bid Notes), (ii) except in the case of an assignment to a Person that, immediately
prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations
under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant
to each such assignment (determined as of the date of the Assignment and Acceptance with respect to
such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000
in excess thereof unless the Company and the Agent otherwise agree, (iii) each such assignment
shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the
Company pursuant to this Section 9.07(a) shall be arranged by the Company after consultation with
the Agent and shall be either an assignment of all of the rights and obligations of the assigning
Lender under this Agreement or an assignment of a portion of such rights and obligations made
concurrently with another such assignment or other such assignments that together cover all of the
rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be
obligated to make any such assignment as a result of a demand by the Company pursuant to this
Section 9.07(a) unless and until such Lender shall have received one or more payments from either
the Borrowers or one or more Eligible Assignees in an aggregate amount at least equal to the
aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued
interest thereon to the date of payment of such principal amount and all other amounts payable to
such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and
deliver to the Agent, for its acceptance and recording in the Register, an Assignment and
Acceptance, together with any Revolving Credit Note subject to such assignment and a processing and
recordation fee of $3,500. Upon such execution, delivery, acceptance and recording, from and after
the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall
be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it
pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder
and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder
have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other
than its rights under Sections 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an
event arising prior to such assignment) and be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all or the remaining portion of an
assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a
party hereto).



(b) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder
and the assignee thereunder confirm to and agree with each other and the other parties hereto as
follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes
no representation or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or the execution,
legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any
other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to the financial condition of
the Borrowers or the performance or observance by the Borrowers of any of their respective
obligations under this Agreement or any other instrument or document furnished pursuant hereto;
(iii) such assignee confirms that it has received a copy of this Agreement, together with copies of
the financial statements referred to in Section 4.01 and such other documents and information as it
has deemed appropriate to make its own credit analysis and decision to enter into such Assignment
and Acceptance; (iv) such assignee will, independently and without reliance upon the Agent, such
assigning Lender 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 this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such
assignee appoints and authorizes the Agent to take such action as agent on its behalf and to
exercise such powers and discretion under this Agreement as are delegated to the Agent by the terms
hereof, together with such powers and discretion as are reasonably incidental thereto; and (vii)
such assignee agrees that it will perform in accordance with their terms all of the obligations
that by the terms of this Agreement are required to be performed by it as a Lender.



(c) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an
assignee representing that it is an Eligible Assignee, together with any Revolving Credit Note or
Notes subject to such assignment, the Agent shall, if such Assignment and Acceptance has been
completed and is in substantially the form of Exhibit C hereto, (i) accept such Assignment and
Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt
notice thereof to the Borrowers.



(d) The Agent shall maintain at its address referred to in Section 9.02 a copy of each
Assumption Agreement and each Assignment and Acceptance delivered to and accepted by it and a
register for the recordation of the names and addresses of the Lenders and the Commitment of, and
principal amount of the Advances owing to, each Lender from time to time (the “Register”).
The entries in the Register shall be conclusive and binding for all purposes, absent manifest
error, and the Borrowers, the Agent and the Lenders may treat each Person whose name is recorded in
the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be
available for inspection by the Borrowers or any Lender at any reasonable time and from time to
time upon reasonable prior notice.



(e) Each Lender may sell participations to one or more banks or other entities (other than the
Borrowers or any of their respective Affiliates) in or to all or a portion of its rights and
obligations under this Agreement (including, without limitation, all or a portion of its
Commitment, the Advances owing to it and any Note or Notes held by it); provided,
however, that (i) such Lender’s obligations under this Agreement (including, without
limitation, its Commitment to the Borrowers hereunder) shall remain unchanged, (ii) such Lender
shall remain solely responsible to the other parties hereto for the performance of such
obligations, (iii) such Lender shall remain the holder of any such Note for all purposes of this
Agreement, (iv) the Borrowers, the Agent and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender’s rights and obligations under this
Agreement and (v) no participant under any such participation shall have any right to approve any
amendment or waiver of any provision of this Agreement or any Note, or any consent to any departure
by the Borrowers therefrom, except to the extent that such amendment, waiver or consent would
reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder,
in each case to the extent subject to such participation, or postpone any date fixed for any
payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder,
in each case to the extent subject to such participation.



(f) Any Lender may, in connection with any assignment or participation or proposed assignment
or participation pursuant to this Section 9.07, disclose to the assignee, designee or participant
or proposed assignee or participant, any information relating to the Borrowers furnished to such
Lender by or on behalf of the Borrowers; provided that, prior to any such disclosure, the
assignee or participant or proposed assignee or participant shall agree to preserve the
confidentiality of any Confidential Information relating to the Borrowers received by it from such
Lender.



(g) Notwithstanding any other provision set forth in this Agreement, any Lender may at any
time create a security interest in all or any portion of its rights under this Agreement
(including, without limitation, the Advances owing to it and any Note or Notes held by it) in favor
of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the
Federal Reserve System.



SECTION 9.08. Designation of Borrowers. (a) Designation. The Company may
at any time, by delivery to the Agent of a Designation Agreement duly executed by the Company and a
wholly owned Subsidiary of the Company and substantially in the form of Exhibit E hereto, designate
such Subsidiary as a Borrower for purposes of this Agreement and such Subsidiary shall thereupon
become a Borrower for purposes of this Agreement and, as such, shall have all of the rights and
obligations of a Borrower hereunder; provided that if such Subsidiary is organized under
the laws of a jurisdiction other than that of the United States or a political subdivision thereof,
the Company shall give 15 days prior notice to the Agent. The Agent shall promptly notify each
Lender of such designation of any such subsidiary.



(ii) As soon as practicable and in any event within five Business Days after notice of the
designation under Section 9.08(a)(i) of a Subsidiary that is organized under the laws of a
jurisdiction other than of the United States or a political subdivision thereof, any Lender that
may not legally lend to such Subsidiary (a “Protesting Lender”) shall so notify the Company
and the Agent in writing. With respect to each Protesting Lender, the Company shall, effective on
or before the date that such Subsidiary shall become a Borrower hereunder, either (A) (1) replace
such Protesting Lender in accordance with Section 9.07 or (2) notify the Agent and such Protesting
Lender that the Commitments of such Protesting Lender shall be terminated; provided that
(x) the Company shall have received the prior written consent of the Agent, which consent shall not
unreasonably be withheld, and (y) such Protesting Lender shall have received payment of an amount
equal to the outstanding principal of its Advances (other than Competitive Bid Advances), accrued
interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to
the extent of such outstanding principal and accrued interest and fees) or the relevant Borrower
(in the case of all other amounts), or (B) cancel its request to designate such Subsidiary as a
Borrower hereunder.



(b) Termination. Upon the indefeasible payment and performance in full of all of the
indebtedness, liabilities and obligations under this Agreement of any Subsidiary, so long as at the
time no Notice of Borrowing in respect of such Subsidiary is outstanding, such Subsidiary’s status
as a Borrower shall terminate upon notice to such effect from the Agent to the Lenders (which
notice the Agent shall give promptly, and only upon its receipt of a request therefor from the
Company). Thereafter, the Lenders shall be under no further obligation to make any Advance
hereunder to such Subsidiary.



SECTION 9.09. Confidentiality. Neither the Agent nor any Lender shall disclose any
Confidential Information or any information relating to the Agent’s fees, the Syndication Agents’
fees or the level of usage of the Commitments hereunder to any other Person without the consent of
the Borrowers, other than (a) to the Agent’s or such Lender’s Affiliates and their officers,
directors, employees, agents and advisors and, as contemplated by Section 9.07(f), to actual or
prospective assignees and participants, and then only on a confidential basis, (b) as required by
any law, rule or regulation or judicial process and (c) as requested or required by any state,
federal or foreign authority or examiner regulating banks or banking or other financial
institutions. Notwithstanding anything herein to the contrary, the Company, the Agent and the
Lenders may disclose to any and all Persons, without limitation of any kind, the U.S. tax treatment
and tax structure of the transactions contemplated hereby and all materials of any kind (including
opinions or other tax analyses) that are provided to the Company, the Agent or any Lender relating
to such U.S. tax treatment and tax structure.



SECTION 9.10. Governing Law. This Agreement and the Notes shall be governed by, and
construed in accordance with, the laws of the State of New York.



SECTION 9.11. Execution in Counterparts. This Agreement may be executed in any
number of counterparts and by different parties hereto in separate counterparts, each of which when
so executed shall be deemed to be an original and all of which taken together shall constitute one
and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement
by telecopier shall be effective as delivery of a manually executed counterpart of this Agreement.



SECTION 9.12. Judgment. (a) If for the purposes of obtaining judgment in any court
it is necessary to convert a sum due hereunder in Dollars into another currency, the parties hereto
agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall
be that at which in accordance with normal banking procedures the Agent could purchase Dollars with
such other currency at Citibank’s principal office in London at 11:00 A.M. (London time) on the
Business Day preceding that on which final judgment is given.



(b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum
due hereunder in a Foreign Currency into Dollars, the parties agree, to the fullest extent that
they may effectively do so, that the rate of exchange used shall be that at which in accordance
with normal banking procedures the Agent could purchase such Foreign Currency with Dollars at
Citibank’s principal office in London at 11:00 A.M. (London time) on the Business Day preceding
that on which final judgment is given.



(c) The obligation of each Borrower in respect of any sum due from it in any currency (the
"Primary Currency”) to any Lender or the Agent hereunder shall, notwithstanding any
judgment in any other currency, be discharged only to the extent that on the Business Day following
receipt by such Lender or the Agent (as the case may be), of any sum adjudged to be so due in such
other currency, such Lender or the Agent (as the case may be) may in accordance with normal banking
procedures purchase the applicable Primary Currency with such other currency; if the amount of the
applicable Primary Currency so purchased is less than such sum due to such Lender or the Agent (as
the case may be) in the applicable Primary Currency, such Borrower agrees, as a separate obligation
and notwithstanding any such judgment, to indemnify such Lender or the Agent (as the case may be)
against such loss, and if the amount of the applicable Primary Currency so purchased exceeds such
sum due to any Lender or the Agent (as the case may be) in the applicable Primary Currency, such
Lender or the Agent (as the case may be) agrees to remit to such Borrower such excess.



SECTION 9.13. Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably
and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any
New York State court or federal court of the United States of America sitting in New York City, and
any appellate court from any thereof, in any action or proceeding arising out of or relating to
this Agreement or the Notes, 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 any such New York State court or, to the extent
permitted by law, in such federal court. Each Designated Subsidiary hereby agrees that service of
process in any such action or proceeding brought in the any such New York State court or in such
federal court may be made upon CT Corporation System at its offices at 1633 Broadway, New York, New
York 10019 (the “Process Agent”) and each Designated Subsidiary hereby irrevocably appoints
the Process Agent its authorized agent to accept such service of process, and agrees that the
failure of the Process Agent to give any notice of any such service shall not impair or affect the
validity of such service or of any judgment rendered in any action or proceeding based thereon.
Each Borrower hereby further irrevocably consents to the service of process in any action or
proceeding in such courts by the mailing thereof by any parties hereto by registered or certified
mail, postage prepaid, to the Borrowers at their address specified pursuant to Section 9.02. 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 any party may
otherwise have to bring any action or proceeding relating to this Agreement or the Notes in the
courts of any jurisdiction. To the extent that each Designated Subsidiary has or hereafter may
acquire any immunity from jurisdiction of any court or from any legal process (whether through
service or notice, attachment prior to judgment, attachment in aid of execution, execution or
otherwise) with respect to itself or its property, each Designated Subsidiary hereby irrevocably
waives such immunity in respect of its obligations under this Agreement.



(b) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent
it may legally and effectively do so, any objection that 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 or the
Notes in any New York State or federal court. 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.



SECTION 9.14. Substitution of Currency. If a change in any Foreign Currency occurs
pursuant to any applicable law, rule or regulation of any governmental, monetary or multi-national
authority, this Agreement (including, without limitation, the definitions of Eurocurrency Rate and
LIBO Rate) will be amended to the extent determined by the Agent (acting reasonably and in
consultation with the Borrowers) to be necessary to reflect the change in currency and to put the
Lenders and the Borrowers in the same position, so far as possible, that they would have been in if
no change in such Foreign Currency had occurred.



SECTION 9.15. Power of Attorney. Each Subsidiary of the Company may from time to
time authorize and appoint the Company as its attorney-in-fact to execute and deliver (a) any
amendment, waiver or consent in accordance with Section 9.01 on behalf of and in the name of such
Subsidiary and (b) any notice or other communication hereunder, on behalf of and in the name of
such Subsidiary. Such authorization shall become effective as of the date on which such Subsidiary
delivers to the Agent a power of attorney enforceable under applicable law and any additional
information to the Agent as necessary to make such power of attorney the legal, valid and binding
obligation of such Subsidiary.



SECTION 9.16. Patriot Act Notice. Each Lender and the Agent (for itself and not on
behalf of any Lender) hereby notifies each Borrower that pursuant to the requirements of the
Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001, Pub. L. 107-56, signed into law October 26, 2001 (the “Patriot
Act”), it is required to obtain, verify and record information that identifies such Borrower,
which information includes the name and address of such Borrower and other information that will
allow such Lender or the Agent, as applicable, to identify such Borrower in accordance with the
Patriot Act. Each Borrower shall provide, to the extent commercially reasonable, such information
and take such actions as are reasonably requested by the Agent or any Lenders in order to assist
the Agent and the Lenders in maintaining compliance with the Patriot Act.



1



SECTION 9.17. Waiver of Jury Trial. Each of the Borrowers, the Agent and the Lenders
hereby irrevocably waives all right to trial by jury in any action, proceeding or counterclaim
(whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the
Notes or the actions of the Agent or any Lender in the negotiation, administration, performance or
enforcement thereof.



IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective officers thereunto duly authorized, as of the date first above written.



ROHM AND HAAS COMPANY




By



Name:



Title:




By



Name:



Title:



CITIBANK, N.A.,



as Agent




By



Name:



Title:



2



Initial Lenders




	 	 	 
	Commitment

	 	

	 

	 	

	$70,000,000

	 	CITIBANK, N.A.

By
	
 
	 	 
	
 
	 	Name:
	
 
	 	Title:
	$50,000,000

	 	BANK OF AMERICA, N.A.

By
	
 
	 	 
	
 
	 	Name:
	
 
	 	Title:
	$50,000,000

	 	JPMORGAN CHASE BANK, N.A.

By
	
 
	 	 
	
 
	 	Name:
	
 
	 	Title:
	$50,000,000

	 	WACHOVIA BANK, NATIONAL ASSOCIATION

By
	
 
	 	 
	
 
	 	Name:
	
 
	 	Title:
	$35,000,000

	 	BANK OF TOKYO-MITSUBISHI TRUST

COMPANY
	 
	 	 
	
 
	 	By
	
 
	 	 






Name:



Title:



$35,000,000 SUMITOMO MITSUI BANKING CORP., NEW YORK




By



Name:



Title:



	 	 	 	 	 
	$30,000,000

	 	 	 	MELLON BANK NA
	 
	 	 	 	 
	
 
	 	 	 	By     

Name:
	
 
	 	 	 	Title:
	 
	 	 	 	 






3




	 	 	 	 	 
	 
	 	 	 	 
	$30,000,000

	 	 	 	STANDARD CHARTERED BANK
	 
	 	 	 	 
	
 
	 	 	 	By     

Name:
	
 
	 	 	 	Title:
	 
	 	 	 	 
	$30,000,000

	 	 	 	THE ROYAL BANK OF SCOTLAND PLC
	 
	 	 	 	 
	
 
	 	 	 	By     

Name:
	
 
	 	 	 	Title:
	 
	 	 	 	 
	$20,000,000

	 	 	 	ABN AMRO BANK N.V.
	 
	 	 	 	 
	
 
	 	 	 	By     

Name:
	
 
	 	 	 	Title:
	 
	 	 	 	 
	$20,000,000

	 	 	 	BANCA MONTE DEI PASCHI DI

SIENA S.P.A.
	 
	 	 	 	 
	
 
	 	 	 	By     

Name:
	
 
	 	 	 	Title:
	 
	 	 	 	 
	$20,000,000

	 	 	 	BARCLAYS BANK, PLC.
	 
	 	 	 	 
	
 
	 	 	 	By     

Name:
	
 
	 	 	 	Title:
	 
	 	 	 	 
	$20,000,000

	 	 	 	PNC BANK, NATIONAL ASSOCIATION
	 
	 	 	 	 
	
 
	 	 	 	By     

Name:
	
 
	 	 	 	Title:
	 
	 	 	 	 
	$20,000,000

	 	 	 	SANPAOLO IMI S.P.A.
	 
	 	 	 	 
	
 
	 	 	 	By     

Name:
	
 
	 	 	 	Title:
	 
	 	 	 	 
	$20,000,000

	 	 	 	WILLIAM STREET COMMITMENT

CORPORATION
	 
	 	 	 	 
	
 
	 	 	 	By     

Name:
	
 
	 	 	 	Title:
	 
	 	 	 	 
	$500,000,000

	 	Total of the Commitments
	 	







4




SCHEDULE I

ROHM AND HAAS COMPANY

FIVE YEAR CREDIT AGREEMENT

DATED AS OF DECEMBER 16, 2005

APPLICABLE LENDING OFFICES




	 	 	 	 	 	 	 	 	 
	Name of Initial Lender
	 	Domestic Lending Office
	 	Eurocurrency Lending Office

	 
	 	 	 	 	 	 	 	 
	ABN AMRO Bank N.V.
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Credit:
	 	Credit:

	 
	 	 	 	 	 	 	 	 
	 
	 	55 East 59th Street	 	55 East 59th Street
	 
	 	New York, NY  10022
	 	New York, NY  10022

	 
	 	Attn:  Nicolas Kanaris
	 	Attn:  Nicolas Kanaris

	 
	 	 	T:  212 891-3655	 	 	 	T:  212 891-3655	 
	 
	 	 	F:  212 891-3661	 	 	 	F:  212 891-3661	 
	 
	 	Operations:
	 	Operations:

	 
	 	 	 	 	 	 	 	 
	 
	 	55 East 59th Street	 	55 East 59th Street
	 
	 	New York, NY  10022
	 	New York, NY  10022

	 
	 	Attn:  Mei Tam
	 	Attn:  Mei Tam

	Banca Monte dei Paschi di
	 	 	T:  212 891-3649	 	 	 	T:  212 891-3649	 
	Siena S.p.A.
	 	 	F:  212 891-3661	 	 	 	F:  212 891-3661	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Credit:
	 	Credit:

	 
	 	 	 	 	 	 	 	 
	 
	 	335 Madison Avenue	 	335 Madison Avenue
	 
	 	New York, NY  10017
	 	New York, NY  10017

	 
	 	Attn:  Colleen Briscoe
	 	Attn:  Colleen Briscoe

	 
	 	 	T:  212 503-7954	 	 	 	T:  212 503-7954	 
	 
	 	 	F:  212 503-7878	 	 	 	F:  212 503-7878	 
	 
	 	Operations:
	 	Operations:

	 
	 	 	 	 	 	 	 	 
	 
	 	2001 Clayton Road	 	2001 Clayton Road
	 
	 	Concord, CA  94520
	 	Concord, CA  94520

	 
	 	Attn:  Kimberly Wright
	 	Attn:  Kimberly Wright

	 
	 	 	T:  925 675-8101	 	 	 	T:  925 675-8101	 
	Bank of America, N.A.
	 	 	F:  888 969-3312	 	 	 	F:  888 969-3312	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Credit:
	 	Credit:

	 
	 	 	 	 	 	 	 	 
	 
	 	1251 Avenue of the Americas	 	1251 Avenue of the Americas
	 
	 	12th Floor	 	12th Floor
	 
	 	New York, NY  10020
	 	New York, NY  10020

	 
	 	Attn:  Paresh Shah
	 	Attn:  Paresh Shah

	 
	 	 	T:  212 782-5649	 	 	 	T:  212 782-5649	 
	 
	 	 	F:  212 782-6440	 	 	 	F:  212 782-6440	 
	 
	 	Operations:
	 	Operations:

	 
	 	 	 	 	 	 	 	 
	 
	 	c/o Bank of Tokyo-Mitsubishi Trust	 	c/o Bank of Tokyo-Mitsubishi Trust
	 
	 	Company
	 	Company

	 
	 	1251 Avenue of the Americas	 	1251 Avenue of the Americas
	 
	 	New York, NY  10020
	 	New York, NY  10020

	 
	 	Attn:  Rolando Uy
	 	Attn:  Rolando Uy

	Bank of Tokyo-Mitsubishi
	 	 	T:  201 413-8570	 	 	 	T:  201 413-8570	 
	Trust Company
	 	 	F:  201 521-2304	 	 	 	F:  201 521-2304	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Credit:
	 	Credit:

	 
	 	 	 	 	 	 	 	 
	 
	 	200 Park Avenue, 4th floor	 	200 Park Avenue, 4th floor
	 
	 	New York, NY  10166
	 	New York, NY  10166

	 
	 	Attn:  Nicholas Bell
	 	Attn:  Nicholas Bell

	 
	 	 	T:  212 412-4029	 	 	 	T:  212 412-4029	 
	 
	 	 	F:  212 412-7600	 	 	 	F:  212 412-7600	 
	 
	 	Operations:
	 	Operations:

	 
	 	 	 	 	 	 	 	 
	 
	 	200 Cedar Knolls Road	 	200 Cedar Knolls Road
	 
	 	Whippany, NJ  07981
	 	Whippany, NJ  07981

	 
	 	Attn:  Nicholas Guzzardo
	 	Attn:  Nicholas Guzzardo

	 
	 	 	T:  973 576-3413	 	 	 	T:  973 576-3413	 
	Barclays Bank PLC
	 	 	F:  973 576-3014	 	 	 	F:  973 576-3014	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Credit:
	 	Credit:

	 
	 	 	 	 	 	 	 	 
	 
	 	390 Greenwich Street	 	390 Greenwich Street
	 
	 	New York, NY 10013
	 	New York, NY 10013

	 
	 	Attn.:  Joronne Jeter
	 	Attn.:  Joronne Jeter

	 
	 	 	F:  212 816-8051	 	 	 	F:  212 816-8051	 
	 
	 	Operations:
	 	Operations:

	 
	 	 	 	 	 	 	 	 
	 
	 	Two Penns Way
	 	Two Penns Way

	 
	 	New Castle, Delaware 19720
	 	New Castle, Delaware 19720

	 
	 	Attn.: Valerie Burrows
	 	Attn.: Valerie Burrows

	 
	 	 	T:  302 894-6065	 	 	 	T:  302 894-6065	 
	Citibank, N.A.
	 	 	F:  212 994-0961	 	 	 	F:  212 994-0961	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Credit:
	 	Credit:

	 
	 	 	 	 	 	 	 	 
	 
	 	270 Park Avenue, 4th Floor	 	270 Park Avenue, 4th Floor
	 
	 	New York, NY  10017
	 	New York, NY  10017

	 
	 	Attn:  Stacey Haimes
	 	Attn:  Stacey Haimes

	 
	 	 	T:  212 270-3217	 	 	 	T:  212 270-3217	 
	 
	 	 	F:  212 270-5100	 	 	 	F:  212 270-5100	 
	 
	 	Operations
	 	Operations

	 
	 	 	 	 	 	 	 	 
	 
	 	1111 Fannin, 10th Floor	 	1111 Fannin, 10th Floor
	 
	 	Houston, TX  77002
	 	Houston, TX  77002

	 
	 	Attn:  Ina Tjahjono
	 	Attn:  Ina Tjahjono

	 
	 	 	T:  713 750-2268	 	 	 	T:  713 750-2268	 
	JPMorgan Chase Bank, N.A.
	 	 	F:  713 427-6307	 	 	 	F:  713 427-6307	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Credit:
	 	Credit:

	 
	 	 	 	 	 	 	 	 
	 
	 	200 Park Avenue	 	200 Park Avenue
	 
	 	Room 105-0003
	 	Room 105-0003

	 
	 	New York, NY  10166
	 	New York, NY  10166

	 
	 	Attn:  Laurie Dunn
	 	Attn:  Laurie Dunn

	 
	 	 	T:  212 922-6225	 	 	 	T:  212 922-6225	 
	 
	 	 	F:  212 922-6900	 	 	 	F:  212 922-6900	 
	 
	 	Operations:
	 	Operations:

	 
	 	 	 	 	 	 	 	 
	 
	 	500 Ross Street	 	500 Ross Street
	 
	 	Room 154-0865
	 	Room 154-0865

	 
	 	Pittsburgh, PA  15262
	 	Pittsburgh, PA  15262

	 
	 	Attn:  Daria Armen
	 	Attn:  Daria Armen

	 
	 	 	T:  412 234-1870	 	 	 	T:  412 234-1870	 
	Mellon Bank NA
	 	 	F:  412 209-6129	 	 	 	F:  412 209-6129	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Credit:
	 	Credit:

	 
	 	 	 	 	 	 	 	 
	 
	 	1600 Market Street, 22nd Floor	 	1600 Market Street, 22nd Floor
	 
	 	Philadelphia, PA  19103
	 	Philadelphia, PA  19103

	 
	 	Attn:  Denise Killen
	 	Attn:  Denise Killen

	 
	 	 	T:  215 585-5348	 	 	 	T:  215 585-5348	 
	 
	 	 	F:  215 585-6987	 	 	 	F:  215 585-6987	 
	 
	 	Operations:
	 	Operations:

	 
	 	 	 	 	 	 	 	 
	 
	 	500 First Avenue	 	500 First Avenue
	 
	 	Pittsburgh, PA  15219
	 	Pittsburgh, PA  15219

	 
	 	Attn:  Bret Stezoski
	 	Attn:  Bret Stezoski

	 
	 	 	T:  412 768-7517	 	 	 	T:  412 768-7517	 
	PNC Bank, National Association
	 	 	F:  412 768-4586	 	 	 	F:  412 768-4586	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Credit:
	 	Credit:

	 
	 	 	 	 	 	 	 	 
	 
	 	Travis Street
	 	Travis Street

	 
	 	Suite 6500
	 	Suite 6500

	 
	 	Houston, TX  77002
	 	Houston, TX  77002

	 
	 	Attn:  Paul McDonagh
	 	Attn:  Paul McDonagh

	 
	 	 	T:  713 221-2436	 	 	 	T:  713 221-2436	 
	 
	 	 	F:  713 221-2430	 	 	 	F:  713 221-2430	 
	 
	 	Operations:
	 	Operations:

	 
	 	 	 	 	 	 	 	 
	 
	 	101 Park Avenue	 	101 Park Avenue
	 
	 	New York, NY  10178
	 	New York, NY  10178

	 
	 	Attn:  Julie Strelchenko
	 	Attn:  Julie Strelchenko

	 
	 	 	T:  212 401-1404	 	 	 	T:  212 401-1404	 
	The Royal Bank of Scotland plc
	 	 	F:  212 401-1494	 	 	 	F:  212 401-1494	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Credit:
	 	Credit:

	 
	 	 	 	 	 	 	 	 
	 
	 	245 Park Avenue	 	245 Park Avenue
	 
	 	35th Floor	 	35th Floor
	 
	 	New York, NY  10167
	 	New York, NY  10167

	 
	 	Attn:  Luca Sacchi
	 	Attn:  Luca Sacchi

	 
	 	 	T:  212 692-3130	 	 	 	T:  212 692-3130	 
	 
	 	 	F:  212 692-3178	 	 	 	F:  212 692-3178	 
	 
	 	Operations:
	 	Operations:

	 
	 	 	 	 	 	 	 	 
	 
	 	245 Park Avenue	 	245 Park Avenue
	 
	 	35th Floor	 	35th Floor
	 
	 	New York, NY  10167
	 	New York, NY  10167

	 
	 	Attn:  Gerardo Suarez
	 	Attn:  Gerardo Suarez

	 
	 	 	T:  212 692-3075	 	 	 	T:  212 692-3075	 
	Sanpaolo IMI S.p.A.
	 	 	F:  212 692-3178	 	 	 	F:  212 692-3178	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Credit:
	 	Credit:

	 
	 	 	 	 	 	 	 	 
	 
	 	One Madison Avenue
	 	One Madison Avenue

	 
	 	New York, NY  10010
	 	New York, NY  10010

	 
	 	Attn:  Lalita Vadhri
	 	Attn:  Lalita Vadhri

	 
	 	 	T:  212 667-0374	 	 	 	T:  212 667-0374	 
	 
	 	 	F:  212 667-0373	 	 	 	F:  212 667-0373	 
	 
	 	Operations:
	 	Operations:

	 
	 	 	 	 	 	 	 	 
	 
	 	One Madison Avenue
	 	One Madison Avenue

	 
	 	New York, NY  10010
	 	New York, NY  10010

	 
	 	Attn:  Vicky Faltine
	 	Attn:  Vicky Faltine

	 
	 	 	T:  212 667-0203	 	 	 	T:  212 667-0203	 
	Standard Chartered Bank
	 	 	F:  212 667-0287	 	 	 	F:  212 667-0287	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Credit:
	 	Credit:

	 
	 	 	 	 	 	 	 	 
	 
	 	277 Park Avenue	 	277 Park Avenue
	 
	 	New York, NY  10172
	 	New York, NY  10172

	 
	 	Attn:  Kan Nagahisa
	 	Attn:  Kan Nagahisa

	 
	 	 	T:  212 224-4121	 	 	 	T:  212 224-4121	 
	 
	 	 	F:  212 224-4383	 	 	 	F:  212 224-4383	 
	 
	 	Operations:
	 	Operations:

	 
	 	 	 	 	 	 	 	 
	 
	 	277 Park Avenue	 	277 Park Avenue
	 
	 	New York, NY  10172
	 	New York, NY  10172

	 
	 	Attn:  Yvette Browne
	 	Attn:  Yvette Browne

	Sumitomo Mitsui Banking
	 	 	T:  212 224-4306	 	 	 	T:  212 224-4306	 
	Corp., New York
	 	 	F:  212 224-5197	 	 	 	F:  212 224-5197	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Credit:
	 	Credit:

	 
	 	 	 	 	 	 	 	 
	 
	 	301 South College Street	 	301 South College Street
	 
	 	NC 5562
	 	NC 5562

	 
	 	Charlotte, NC  28288
	 	Charlotte, NC  28288

	 
	 	Attn:  Barbara Van Meerten
	 	Attn:  Barbara Van Meerten

	 
	 	Operations:
	 	Operations:

	 
	 	 	 	 	 	 	 	 
	 
	 	201 South College Street	 	201 South College Street
	 
	 	Charlotte, NC  28288
	 	Charlotte, NC  28288

	 
	 	Attn:  Crystal James
	 	Attn:  Crystal James

	Wachovia Bank, National
	 	 	T:  704 715-9645	 	 	 	T:  704 715-9645	 
	Association
	 	 	F:  704 715-0095	 	 	 	F:  704 715-0095	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Credit:
	 	Credit:

	 
	 	 	 	 	 	 	 	 
	 
	 	30 Hudson Street	 	30 Hudson Street
	 
	 	17th Floor	 	17th Floor
	 
	 	Jersey City, NJ  07302
	 	Jersey City, NJ  07302

	 
	 	Attn:  Pedro Ramirez
	 	Attn:  Pedro Ramirez

	 
	 	 	T:  917 343-8319	 	 	 	T:  917 343-8319	 
	 
	 	 	F:  212 428-1243	 	 	 	F:  212 428-1243	 
	 
	 	Operations:
	 	Operations:

	 
	 	 	 	 	 	 	 	 
	 
	 	30 Hudson Street	 	30 Hudson Street
	 
	 	17th Floor	 	17th Floor
	 
	 	Jersey City, NJ  07302
	 	Jersey City, NJ  07302

	 
	 	Attn:  Philip Green
	 	Attn:  Philip Green

	William Street Commitment
	 	 	T:  212 357-7570	 	 	 	T:  212 357-7570	 
	Corporation
	 	 	F:  212 357-4597	 	 	 	F:  212 357-4597	 
	 
	 	 	 	 	 	 	 	 






5




EXHIBIT A-1 — FORM OF

REVOLVING CREDIT

PROMISSORY NOTE




U.S.$     Dated:      ,      



FOR VALUE RECEIVED, the undersigned,      , a      corporation (the
"Borrower”), HEREBY PROMISES TO PAY to the order of      (the
"Lender”) for the account of its Applicable Lending Office on the Termination Date (each as
defined in the Credit Agreement referred to below) the principal sum of U.S.$[amount of the
Lender’s Commitment in figures] or, if less, the aggregate principal amount of the Revolving Credit
Advances made by the Lender to the Borrower pursuant to the Five Year Credit Agreement dated as of
December 16, 2005 among Rohm and Haas Company, a Delaware corporation, the Designated Subsidiaries
(as defined in the Credit Agreement) from time to time party thereto, the Lender and certain other
lenders parties thereto, Citigroup Global Markets Inc., as lead arranger and bookrunner, Bank of
America, N.A., JPMorgan Chase Bank, N.A. and Wachovia Bank, National Association, as Syndication
Agents, and Citibank, N.A. as Agent for the Lender and such other lenders (as amended or modified
from time to time, the “Credit Agreement”; the terms defined therein being used herein as
therein defined) outstanding on such date.



The Borrower promises to pay interest on the unpaid principal amount of each Revolving Credit
Advance from the date of such Revolving Credit Advance until such principal amount is paid in full,
at such interest rates, and payable at such times, as are specified in the Credit Agreement.



Both principal and interest in respect of each Revolving Credit Advance (i) in Dollars are
payable in lawful money of the United States of America to the Agent at its account maintained at
399 Park Avenue, New York, New York 10043, in same day funds and (ii) in any Committed Currency are
payable in such currency at the applicable Payment Office in same day funds. Each Revolving Credit
Advance owing to the Lender by the Borrower pursuant to the Credit Agreement, and all payments made
on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof,
endorsed on the grid attached hereto which is part of this Promissory Note.



This Promissory Note is one of the Revolving Credit Notes referred to in, and is entitled to
the benefits of, the Credit Agreement. The Credit Agreement, among other things, (i) provides for
the making of Revolving Credit Advances by the Lender to the Borrower from time to time in an
aggregate amount not to exceed at any time outstanding the U.S. dollar amount first above
mentioned, the indebtedness of the Borrower resulting from each such Revolving Credit Advance being
evidenced by this Promissory Note, (ii) contains provisions for determining the Dollar Equivalent
of Revolving Credit Advances denominated in Committed Currencies and (iii) contains provisions for
acceleration of the maturity hereof upon the happening of certain stated events and also for
prepayments on account of principal hereof prior to the maturity hereof upon the terms and
conditions therein specified.



[NAME OF BORROWER]




	 	 	 	By





Name:



Title:



6



ADVANCES AND PAYMENTS OF PRINCIPAL




	 	 	 	 	 	 	 	 	 
	Date

	 	Amount of

Advance
	 	Amount of

Principal Paid

or Prepaid
	 	

Unpaid Principal

Balance
	 	

Notation

Made By
	 

	 	 
	 	 
	 	 
	 	 






7




EXHIBIT A-2 — FORM OF

COMPETITIVE BID

PROMISSORY NOTE




U.S.$     Dated:      ,      



FOR VALUE RECEIVED, the undersigned,      , a      corporation (the
"Borrower”), HEREBY PROMISES TO PAY to the order of      (the
"Lender”) for the account of its Applicable Lending Office (as defined in the Five Year
Credit Agreement dated as of December 16, 2005 among Rohm and Haas Company, a Delaware corporation,
the Designated Subsidiaries (as defined in the Credit Agreement) from time to time party thereto,
the Lender and certain other lenders parties thereto, Citigroup Global Markets Inc., as lead
arranger and bookrunner, Bank of America, N.A., JPMorgan Chase Bank, N.A. and Wachovia Bank,
National Association, as Syndication Agents, and Citibank, N.A., as Agent for the Lender and such
other lenders (as amended or modified from time to time, the “Credit Agreement”; the terms
defined therein being used herein as therein defined)), on      , 200_, the principal
amount of [amount in figures; for a Competitive Bid Advance in a Foreign Currency, list currency
and amount of such Advance].



The Borrower promises to pay interest on the unpaid principal amount hereof from the date
hereof until such principal amount is paid in full, at the interest rate and payable on the
interest payment date or dates provided below:




Interest Rate:      % per annum (calculated on the basis of a year of      days for the
actual number of days elapsed).



Both principal and interest are payable in lawful money of      to Citibank, as agent,
for the account of the Lender at the office of      , at      in same day funds.



This Promissory Note is one of the Competitive Bid Notes referred to in, and is entitled to
the benefits of, the Credit Agreement. The Credit Agreement, among other things, contains
provisions for acceleration of the maturity hereof upon the happening of certain stated events.



The Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to
exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall
operate as a waiver of such rights.



This Promissory Note shall be governed by, and construed in accordance with, the laws of the
State of New York.



[NAME OF BORROWER]




	 	 	 	By





Name:



8




TitleEXHIBIT B-1 — FORM OF NOTICE OF

REVOLVING CREDIT BORROWING




Citibank, N.A., as Agent



for the Lenders parties



to the Credit Agreement



referred to below



Two Penns Way



New Castle, Delaware 19720



[Date]



Attention: Bank Loan Syndications Department



Ladies and Gentlemen:



The undersigned, , refers to the Five Year Credit Agreement, dated as of December 16, 2005 (as
amended or modified from time to time, the “Credit Agreement”, the terms defined therein
being used herein as therein defined), among the undersigned, Rohm and Haas Company, the Designated
Subsidiaries from time to time party thereto, Citigroup Global Markets Inc., as lead arranger and
bookrunner, Bank of America, N.A., JPMorgan Chase Bank, N.A. and Wachovia Bank, National
Association, as Syndication Agents, certain Lenders parties thereto and Citibank, N.A., as Agent
and for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of the
Credit Agreement that the undersigned hereby requests a Revolving Credit Borrowing under the Credit
Agreement, and in that connection sets forth below the information relating to such Revolving
Credit Borrowing (the “Proposed Revolving Credit Borrowing”) as required by Section 2.02(a)
of the Credit Agreement:




(i) The Business Day of the Proposed Revolving Credit Borrowing is      ,
200_.




(ii) The Type of Advances comprising the Proposed Revolving Credit Borrowing is [Base
Rate Advances] [Eurocurrency Rate Advances].




(iii) The aggregate amount of the Proposed Revolving Credit Borrowing is [if for a
Revolving Credit Borrowing in a Committed Currency, list currency and amount of Revolving
Credit Borrowing].




[(iv) The initial Interest Period for each Eurocurrency Rate Advance made as part of
the Proposed Revolving Credit Borrowing is      month[s].]



The undersigned hereby certifies that the following statements are true on the date hereof,
and will be true on the date of the Proposed Revolving Credit Borrowing:




(A) the representations and warranties contained in Section 4.01 of the Credit
Agreement (except the representations set forth in subsection (f)(i), subsection (i) and in
the last sentence of subsection (e) thereof are correct on and as of the date of the
Proposed Revolving Credit Borrowing, before and after giving effect to the Proposed
Revolving Credit Borrowing and to the application of the proceeds therefrom, as though made
on and as of such date; and



9




(B) no event has occurred and is continuing, or would result from such Proposed
Revolving Credit Borrowing or from the application of the proceeds therefrom, that
constitutes a Default.



Very truly yours,



[NAME OF BORROWER]




	 	 	 	By





Name:



10




Title:EXHIBIT B-2 — FORM OF NOTICE OF

COMPETITIVE BID BORROWING




Citibank, N.A., as Agent



for the Lenders parties



to the Credit Agreement



referred to below



Two Penns Way



New Castle, Delaware 19720



[Date]



Attention: Bank Loan Syndications Department



Ladies and Gentlemen:



The undersigned, , refers to the Five Year Credit Agreement, dated as of December 16, 2005 (as
amended or modified from time to time, the “Credit Agreement”, the terms defined therein
being used herein as therein defined), among the undersigned, Rohm and Haas Company, the Designated
Subsidiaries from time to time party thereto, Citigroup Global Markets Inc., as lead arranger and
bookrunner, Bank of America, N.A., JPMorgan Chase Bank, N.A. and Wachovia Bank, National
Association, as Syndication Agents, certain Lenders parties thereto and Citibank, N.A., as Agent
for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.03 of the Credit
Agreement that the undersigned hereby requests a Competitive Bid Borrowing under the Credit
Agreement, and in that connection sets forth the terms on which such Competitive Bid Borrowing (the
"Proposed Competitive Bid Borrowing”) is requested to be made:



	 	 	 	 	 	 	 	 	 
	(A)
	 	Date of Competitive Bid Borrowing
	 	 	—	 
	(B)
	 	Amount of Competitive Bid Borrowing
	 	 	—	 
	(C)
	 	[Maturity Date] [Interest Period]	 	 	—	 
	(D)
	 	Interest Rate Basis
	 	 	—	 
	(E)
	 	Day Count Convention
	 	 	—	 
	(F)
	 	Interest Payment Date(s)
	 	 	—	 
	(G)
	 	Currency
	 	 	—	 
	(H)
	 	Borrower's Account Location
	 	 	—	 
	(I)
	 	 	—	 	 	 	—	 






The undersigned hereby certifies that the following statements are true on the date hereof,
and will be true on the date of the Proposed Competitive Bid Borrowing:




(a) the representations and warranties contained in Section 4.01 of the Credit
Agreement are correct, before and after giving effect to the Proposed Competitive Bid
Borrowing and to the application of the proceeds therefrom, as though made on and as of such
date;




(b) no event has occurred and is continuing, or would result from the Proposed
Competitive Bid Borrowing or from the application of the proceeds therefrom, that
constitutes a Default;




(c) no event has occurred and no circumstance exists as a result of which the
information concerning the undersigned that has been provided to the Agent and each Lender
by the undersigned in connection with the Credit Agreement would include an untrue statement
of a material fact or omit to state any material fact or any fact necessary to make the
statements contained therein, in the light of the circumstances under which they were made,
not misleading; and




(d) the aggregate amount of the Proposed Competitive Bid Borrowing and all other
Borrowings to be made on the same day under the Credit Agreement is within the aggregate
amount of the unused Commitments of the Lenders.



The undersigned hereby confirms that the Proposed Competitive Bid Borrowing is to be made
available to it in accordance with Section 2.03(a)(v) of the Credit Agreement.



Very truly yours,



[NAME OF BORROWER]




	 	 	 	By





Name:



11




Title:EXHIBIT C — FORM OF

ASSIGNMENT AND ACCEPTANCE




Reference is made to the Five Year Credit Agreement dated as of December 16, 2005 (as amended
or modified from time to time, the “Credit Agreement”) among Rohm and Haas Company, a
Delaware corporation (the “Company”), the Designated Subsidiaries (as defined in the Credit
Agreement) from time to time party thereto, the Lenders (as defined in the Credit Agreement),
Citigroup Global Markets Inc., as lead arranger and bookrunner, bookrunner, Bank of America, N.A.,
JPMorgan Chase Bank, N.A. and Wachovia Bank, National Association, as co-syndication agents (the
"Syndication Agents”) and Citibank, N.A., as agent (the “Agent”) for the Lenders.
Terms defined in the Credit Agreement are used herein with the same meaning.



Each “Assignor” referred to on Schedule 1 hereto (each, an “Assignor”) and each
“Assignee” referred to on Schedule 1 hereto (each, an “Assignee”) agrees severally with
respect to all information relating to it and its assignment hereunder and on Schedule 1 hereto as
follows:



1. Such Assignor hereby sells and assigns to the Assignee, without recourse except as to the
representations and warranties made by it herein, to such Assignee, and such Assignee hereby
purchases and assumes from such Assignor, an interest in and to such Assignor’s rights and
obligations under the Credit Agreement as of the date hereof (other than in respect of Competitive
Bid Advances and Competitive Bid Notes) equal to the percentage interest specified on Schedule 1
hereto of all outstanding rights and obligations under the Credit Agreement Facility specified on
Schedule 1 hereto (other than in respect of Competitive Bid Advances and Competitive Bid Notes).
After giving effect to such sale and assignment, such Assignee’s Commitment and the amount of the
Revolving Credit Advances owing to the Assignee will be as set forth on Schedule 1 hereto.



2. Such Assignor (i) represents and warrants that it is the legal and beneficial owner of the
interest being assigned by it hereunder and that such interest is free and clear of any adverse
claim; (ii) makes no representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the Credit Agreement or the
execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit
Agreement or any other instrument or document furnished pursuant thereto; (iii) makes no
representation or warranty and assumes no responsibility with respect to the financial condition of
the Borrowers or the performance or observance by the Borrowers of any of their respective
obligations under the Credit Agreement or any other instrument or document furnished pursuant
thereto; and (iv) attaches the Revolving Credit Note held by such Assignor and requests that the
Agent exchange such Revolving Credit Note for a new Revolving Credit Note payable to the order of
such Assignee in an amount equal to the Commitment assumed by such Assignee pursuant hereto or new
Revolving Credit Notes payable to the order of such Assignee in an amount equal to the Commitment
assumed by such Assignee pursuant hereto and such Assignor in an amount equal to the Commitment
retained by such Assignor under the Credit Agreement, respectively, as specified on Schedule 1
hereto.



3. Such Assignee (i) confirms that it has received a copy of the Credit Agreement, together
with copies of the financial statements referred to in Section 4.01 thereof and such other
documents and information as it has deemed appropriate to make its own credit analysis and decision
to enter into this Assignment and Acceptance; (ii) agrees that it will, independently and without
reliance upon the Agent, 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 Credit Agreement; (iii) confirms that it is an Eligible
Assignee; (iv) appoints and authorizes each Agent to take such action as agent on its behalf and to
exercise such powers and discretion under the Credit Agreement as are delegated to the Agent by the
terms thereof, together with such powers and discretion as are reasonably incidental thereto; (v)
agrees that it will perform in accordance with their terms all of the obligations that by the terms
of the Credit Agreement are required to be performed by it as a Lender; and (vi) attaches any U.S.
Internal Revenue Service forms required under Section 2.13 of the Credit Agreement.



4. Following the execution of this Assignment and Acceptance, it will be delivered to the
Agent for acceptance and recording by the Agent. The effective date for this Assignment and
Acceptance (the “Effective Date”) shall be the date of acceptance hereof by the Agent,
unless otherwise specified on Schedule 1 hereto.



5. Upon such acceptance and recording by the Agent, as of the Effective Date, (i) such
Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment
and Acceptance, have the rights and obligations of a Lender thereunder and (ii) such Assignor
shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be
released from its obligations under the Credit Agreement.



6. Upon such acceptance and recording by the Agent, from and after the Effective Date, the
Agent shall make all payments under the Credit Agreement and the Revolving Credit Notes in respect
of the interest assigned hereby (including, without limitation, all payments of principal, interest
and facility fees with respect thereto) to such Assignee. Such Assignor and such Assignee shall
make all appropriate adjustments in payments under the Credit Agreement and the Revolving Credit
Notes for periods prior to the Effective Date directly between themselves.



7. This Assignment and Acceptance shall be governed by, and construed in accordance with, the
laws of the State of New York.



8. This Assignment and Acceptance may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of Schedule 1 to this Assignment and Acceptance by telecopier
shall be effective as delivery of a manually executed counterpart of this Assignment and
Acceptance.



IN WITNESS WHEREOF, each Assignor and each Assignee have caused Schedule 1 to this Assignment
and Acceptance to be executed by their officers thereunto duly authorized as of the date specified
thereon.



12



SCHEDULE 1



to

ASSIGNMENT AND ACCEPTANCE




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ASSIGNOR	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Revolving Credit Facility
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Percentage interest assigned
	 	 	%	 	 	 	%	 	 	 	%	 	 	 	%	 	 	 	%	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Revolving Credit Commitment assigned
	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Aggregate outstanding principal amount of
Revolving Credit Advances
assigned
	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Principal amount of Revolving Credit Note
payable to Assignor
	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ASSIGNEE	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Revolving Credit Facility
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Percentage interest assumed
	 	 	%	 	 	 	%	 	 	 	%	 	 	 	%	 	 	 	%	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Revolving Credit Commitment assumed
	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Aggregate outstanding principal amount of
Revolving Credit Advances
assumed
	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Principal amount of Revolving Credit Note
payable to Assignee
	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






13




Effective Date (if other than date of acceptance by Administrative Agent):


1     ,      



Assignors





, as Assignor




	 	 	 	By





Title:



Dated:      ,      




, as Assignor




	 	 	 	By





Title:



Dated:      , 200_




, as Assignor




	 	 	 	By





Title:



Dated:      , 200_




, as Assignor




	 	 	 	By





Title:



Dated:      , 200_




, as Assignor




	 	 	 	By





Title:



Dated:      , 200_



Assignees





, as Assignee




	 	 	 	By





Title:



Dated:      , 200_



Domestic Lending Office:



Eurodollar Lending Office:




, as Assignee




	 	 	 	By





Title:



Dated:      , 200_



Domestic Lending Office:



Eurodollar Lending Office:




, as Assignee




	 	 	 	By





Title:



Dated:      , 200_



Domestic Lending Office:



Eurodollar Lending Office:




, as Assignee




	 	 	 	By





Title:



Dated:      , 200_



Domestic Lending Office:



Eurodollar Lending Office:




, as Assignee




	 	 	 	By





Title:



Dated:      , 200_



Domestic Lending Office:



Eurodollar Lending Office:



Accepted 2[and Approved] this      



day of      , 200_



CITIBANK, N.A., as Agent



By



Name:



Title:



3[Approved this      day



of      , 200_



ROHM AND HAAS COMPANY



By



Name:



Title:]



1This date should be no earlier than five
Business Days after the delivery of this Assignment and Acceptance to the
Agent.



2Required if the Assignee is an Eligible
Assignee solely by reason of clause (c) of the definition of “Eligible
Assignee”.



3See footnote 1.



14



EXHIBIT D-1 — FORM OF

OPINION OF COUNSEL

FOR THE COMPANY




     , 2005



To each of the Lenders parties



to the Five Year Credit Agreement



dated as of December 16, 2005 among



Rohm and Haas Company, said



Lenders, and Citibank, N.A., as



Agent for said Lenders, and to



Citibank, N.A., as Agent



Rohm and Haas Company




Ladies and Gentlemen:



This opinion is furnished to you pursuant to Section 3.01(g)(iv) of the Five Year Credit
Agreement, dated as of December 16, 2005 (the “Credit Agreement”), among Rohm and Haas
Company (the “Borrower”), the Designated Subsidiaries (as defined in the Credit Agreement)
from time to time party thereto, the Lenders parties thereto, Citigroup Global Markets Inc., as
lead arranger and bookrunner, and Citibank, N.A., as Agent for said Lenders, and Bank of America,
N.A., JPMorgan Chase Bank, N.A. and Wachovia Bank, National Association, as Syndication Agents.
Terms defined in the Credit Agreement are used herein as therein defined.



We have acted as counsel for the Borrower in connection with the preparation, execution and
delivery of the Credit Agreement.



In that connection, we have examined:




(1) The Credit Agreement.




(2) The documents furnished by the Borrower pursuant to Section 3.01 of the Credit
Agreement.




(3) The Certificate of Incorporation of the Borrower and all amendments thereto (the
“Charter”).




(4) The by-laws of the Borrower and all amendments thereto (the “By-laws”).




(5) A certificate of the Secretary of State of Delaware, dated      , 2005,
attesting to the continued corporate existence and good standing of the Borrower in that State.



We have also examined the originals, or copies certified to our satisfaction, of such corporate
records of the Borrower, certificates of public officials and of officers of the Borrower, and
agreements, instruments and other documents, as we have deemed necessary as a basis for the
opinions expressed below. As to questions of fact material to such opinions, we have, when
relevant facts were not independently established by us, relied upon certificates of the Borrower
or its officers or of public officials. We have assumed the due execution and delivery, pursuant
to due authorization, of the Credit Agreement by the Initial Lenders and the Agent.



Our opinions expressed below are limited to the law of the Commonwealth of Pennsylvania, the
General Corporation Law of the State of Delaware and the Federal law of the United States.



Based upon the foregoing and upon such investigation as we have deemed necessary, we are of
the following opinion:




1. The Borrower is a corporation duly incorporated, validly existing and in good standing
under the laws of the State of Delaware.




2. The execution, delivery and performance by the Borrower of the Credit Agreement and the
Notes, and the consummation of the transactions contemplated thereby, are within the Borrower’s
corporate powers, have been duly authorized by all necessary corporate action, and do not violate
(i) the Charter or the By-laws or (ii) any law, rule or regulation applicable to the Borrower
(including, without limitation, Regulation X of the Board of Governors of the Federal Reserve
System). The Credit Agreement and the Notes have been duly executed and delivered on behalf of
the Borrower.




3. No authorization, approval or other action by, and no notice to or filing with, any
governmental authority or regulatory body is required for the due execution, delivery and
performance by the Borrower of the Credit Agreement and the Notes.




4. If the Credit Agreement and the Notes were to be governed by the laws of the Commonwealth
of Pennsylvania, the Credit Agreement would be, and after giving effect to the initial Borrowing,
the Notes would be, legal, valid and binding obligations of the Borrower enforceable against the
Borrower in accordance with their respective terms.




5. To the best of our knowledge, there are no pending or overtly threatened actions or
proceedings against the Borrower or any of its Subsidiaries before any court, governmental agency
or arbitrator that purport to affect the legality, validity, binding effect or enforceability of
the Credit Agreement or any of the Notes or the consummation of the transactions contemplated
thereby.



The opinions set forth above are subject to the following qualifications:




(a) Our opinion in paragraph 4 above is subject to the effect of any applicable bankruptcy,
insolvency (including, without limitation, all laws relating to fraudulent transfers),
reorganization, moratorium or similar law affecting creditors’ rights generally.




(b) Our opinion in paragraph 4 above is subject to the effect of general principles of
equity, including, without limitation, concepts of materiality, reasonableness, good faith and
fair dealing (regardless of whether considered in a proceeding in equity or at law).




(c) We express no opinion as to (i) Section 2.14 of the Credit Agreement insofar as it
provides that any Lender purchasing a participation from another Lender pursuant thereto may
exercise set-off or similar rights with respect to such participation, and (ii) the effect of the
law of any jurisdiction other than the State of New York wherein any Lender may be located or
wherein enforcement of the Credit Agreement or the Notes may be sought that limits the rates of
interest legally chargeable or collectible.




(d) Whenever our opinion with respect to the existence or absence of facts is qualified by
the use of the phrase “To the best of our knowledge”, it is intended to indicate that no
information has come to the attention of lawyers currently in our Firm who have worked on the
transactions contemplated by the Credit Agreement or having primary responsibility for our
representation of the Borrower which would give us actual knowledge of the existence or absence
of such facts.




This opinion is solely for the benefit of the addressees hereof for use in connection with
the transactions contemplated by the Credit Agreement. This opinion letter may not be relied upon
by you or any Person or entity for any other purpose, or relied upon by any other Person, without
our prior written consent, except that a copy of this opinion letter may be delivered by any of
you to any Person that becomes a Lender in accordance with the provisions of the Credit
Agreement. Any such Lender may rely on the opinions expressed above as if this opinion letter
were addressed and delivered to such Lender on the date hereof.



Very truly yours,



15



EXHIBIT D-2 — FORM OF

OPINION OF THE GENERAL

COUNSEL OF THE COMPANY




     , 2005



To each of the Lenders parties



to the Five Year Credit Agreement



dated as of December 16, 2005 among



Rohm and Haas Company, said



Lenders, and Citibank, N.A., as



Agent for said Lenders, and to



Citibank, N.A., as Agent



Rohm and Haas Company




Ladies and Gentlemen:



This opinion is furnished to you pursuant to Section 3.01(g)(v) of the Five Year Credit
Agreement, dated as of December 16, 2005 (the “Credit Agreement”), among Rohm and Haas
Company (the “Borrower”), the Designated Subsidiaries (as defined in the Credit Agreement)
from time to time party thereto, the Lenders parties thereto, Citigroup Global Markets Inc., as
lead arranger and bookrunner, and Citibank, N.A., as Agent for said Lenders, and Bank of America,
N.A., JPMorgan Chase Bank, N.A. and Wachovia Bank, National Association, as Syndication Agents.
Terms defined in the Credit Agreement are used herein as therein defined.



I am the general counsel of the Borrower and have acted in such capacity in connection with
the preparation, execution and delivery of the Credit Agreement.



In that connection, I (or other attorneys within the Borrower’s legal department) have
examined:




(1) The Credit Agreement.




(2) The documents furnished by the Borrower pursuant to Article III of the Credit Agreement.




(3) The Certificate of Incorporation of the Borrower and all amendments thereto (the
“Charter”).




(4) The by-laws of the Borrower and all amendments thereto (the “By-laws”).




(5) A certificate of the Secretary of State of Delaware, dated      , 2005,
attesting to the continued corporate existence and good standing of the Borrower in that State.



I (or other attorneys within the Borrower’s legal department) have also examined the originals, or
copies certified to our satisfaction, of the documents listed in a certificate of the chief
financial officer of the Borrower, dated the date hereof (the “Certificate”), certifying
that the documents listed in such certificate are all of the indentures, loan or credit agreements,
leases, guarantees, mortgages, security agreements, bonds, notes and other agreements or
instruments, and all of the orders, writs, judgments, awards, injunctions and decrees, that affect
or purport to affect the Borrower’s right to borrow money or the Borrower’s obligations under the
Credit Agreement or the Notes. In addition, I (or such other attorneys) have examined the
originals, or copies certified to our satisfaction, of such other corporate records of the
Borrower, certificates of public officials and of officers of the Borrower, and agreements,
instruments and other documents, as I have deemed necessary as a basis for the opinions expressed
below. As to questions of fact material to such opinions, I have, when relevant facts were not
independently established by us, relied upon certificates of the Borrower or its officers or of
public officials. I have assumed the due execution and delivery, pursuant to due authorization, of
the Credit Agreement by the Initial Lenders and the Agent.



My opinions expressed below are limited to the law of the Commonwealth of Pennsylvania, the
General Corporation Law of the State of Delaware and the Federal law of the United States.



Based upon the foregoing and upon such investigation as I have deemed necessary, I am of the
following opinion:




1. The execution, delivery and performance by the Borrower of the Credit Agreement and the
Notes, and the consummation of the transactions contemplated thereby, do not contravene any
contractual or legal restriction contained in any document listed in the Certificate or, to the
best of my knowledge, contained in any other similar document.




2. No authorization, approval or other action by, and no notice to or filing with, any
person or entity party to any of the agreements or documents listed in the Certificate is
required for the due execution, delivery and performance by the Borrower of the Credit Agreement
and the Notes[, except for the authorizations, approvals, actions, notices and filings listed on
Schedule 4.01(c) to the Credit Agreement, all of which have been duly obtained, taken, given or
made and are in full force and effect].




3. To the best of my knowledge, there are no pending or overtly threatened actions or
proceedings against the Borrower or any of its Subsidiaries before any court, governmental agency
or arbitrator that purport to affect the legality, validity, binding effect or enforceability of
the Credit Agreement or any of the Notes or the consummation of the transactions contemplated
thereby or that, during the term of the Credit Agreement, are likely to have a materially adverse
effect upon the financial condition or operations of the Borrower and its Subsidiaries taken as a
whole.




This opinion is solely for the benefit of the addressees hereof for use in connection with
the transactions contemplated by the Credit Agreement. This opinion letter may not be relied upon
by you or any Person or entity for any other purpose, or relied upon by any other Person, without
my prior written consent, except that a copy of this opinion letter may be delivered by any of
you to any Person that becomes a Lender in accordance with the provisions of the Credit
Agreement. Any such Lender may rely on the opinions expressed above as if this opinion letter
were addressed and delivered to such Lender on the date hereof.



Very truly yours,



16




EXHIBIT E — FORM OF

DESIGNATION LETTER




[DATE]



To each of the Lenders parties



to the Credit Agreement (as



defined below), and to Citibank, N.A., as



Agent for such Lenders



Ladies and Gentlemen:



Reference is made to the Five Year Credit Agreement dated as of December 16, 2005 among Rohm
and Haas Company (the “Company”), the Designated Subsidiaries (as defined in the Credit
Agreement) from time to time party thereto, the Lenders named therein, Citigroup Global Markets
Inc., as lead arranger and bookrunner, Bank of America, N.A., JPMorgan Chase Bank, N.A. and
Wachovia Bank, National Association, as Syndication Agents, and Citibank, N.A., as Agent for said
Lenders (the “Credit Agreement”). Terms used herein and defined in the Credit Agreement
shall have the respective meanings ascribed to such terms in the Credit Agreement.



Please be advised that the Company hereby designates [Name of Subsidiary] (“Designated
Subsidiary”) as a “Borrower” under and for all purposes of the Credit Agreement.



Designated Subsidiary, in consideration of each Lender’s agreement to extend credit to it
under and on the terms and conditions set forth in the Credit Agreement, does hereby assume each of
the obligations imposed upon a “Borrower” under the Credit Agreement and agrees to be bound by the
terms and conditions of the Credit Agreement. In furtherance of the foregoing, Designated
Subsidiary hereby represents and warrants to each Lender as follows:




1. Designated Subsidiary is a corporation duly incorporated, validly existing and in
good standing under the laws of      . The address and taxpayer identification
number, if any, of Designated Subsidiary are set forth below its name on the signature page
hereof.




2. The execution, delivery and performance by Designated Subsidiary of this Designation
Letter, the Credit Agreement and the Notes to be delivered by it and the consummation of the
transactions contemplated thereby, are within Designated Subsidiary’s corporate powers, have
been duly authorized by all necessary corporate action, and do not contravene (i) Designated
Subsidiary’s certificate of incorporation or by-laws or (ii) law or any contractual
restriction binding on or affecting Designated Subsidiary.




3. No authorization or approval or other action by, and no notice to or filings with,
any governmental authority or regulatory body or any other third party is required for the
due execution, delivery and performance by Designated Subsidiary of this Designation Letter,
the Credit Agreement or the Notes, to be delivered by it, except for those authorizations,
approvals, actions, notices and filings that have been obtained, taken, given or made and
are in full force and effect.




4. This Designation Letter and each of the Notes to be delivered by it when delivered,
will have been duly executed and delivered, and this Designation Letter, the Credit
Agreement and each of the Notes when delivered, will constitute a legal, valid and binding
obligation of Designated Subsidiary enforceable against Designated Subsidiary in accordance
with their respective terms.




5. There is no pending or threatened action, suit, investigation, litigation or
proceeding including, without limitation, any Environmental Action, affecting Designated
Subsidiary or any of its Subsidiaries before any court, governmental agency or arbitrator
that (i) during the term of the Credit Agreement, could be reasonably likely to have a
Material Adverse Effect, or (ii) purports to affect the legality, validity or enforceability
of this Designation Letter, the Credit Agreement or any Note or the consummation of the
transactions contemplated thereby.




6. The Designated Borrower is not engaged in the business of extending credit for the
purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by
the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will
be used to purchase or carry any margin stock in violation of Regulation U or to extend
credit to others for the purpose of purchasing or carrying any margin stock.




7. The Designated Subsidiary is not an “investment company”, or a company “controlled”
by an “investment company”, within the meaning of the Investment Company Act of 1940, as
amended.




8. Since December 31, 2004, there has been no Material Adverse Change with respect to
Designated Subsidiary.



	 	 	 	 	 
	Very truly yours,
ROHM AND HAAS COMPANY
By
	 	 	—	 






	 	 	 	 	 
	   Name:

	   Title:

	[DESIGNATED SUBSIDIARY]
By
	 	 	—	 
	   Name:

	   Title:







[Address/Tax ID Number, if any]



17



EXECUTION COPY




U.S. $500,000,000




FIVE YEAR CREDIT AGREEMENT




Dated as of December 16, 2005




Among




ROHM AND HAAS COMPANY

as Borrower




and




THE INITIAL LENDERS NAMED HEREIN




as Initial Lenders




and




CITIBANK, N.A.




as Administrative Agent




and




BANK OF AMERICA, N.A.

JPMORGAN CHASE BANK, N.A

and

WACHOVIA BANK, NATIONAL ASSOCIATION




as Co-Syndication Agents




and




18




CITIGROUP GLOBAL MARKETS INC.

as Sole Lead Arranger and BookrunnerTABLE OF

CONTENTS




Page





	 	 	 	ARTICLE I	 






	 	 	 	SECTION 1.01. Certain Defined Terms	 






	 	 	 	SECTION 1.02. Computation of Time Periods	 






	 	 	 	SECTION 1.03. Accounting Terms	 






	 	 	 	ARTICLE II	 






	 	 	 	SECTION 2.01. The Revolving Credit Advances	 






	 	 	 	SECTION 2.02. Making the Revolving Credit Advances	 






	 	 	 	SECTION 2.03. The Competitive Bid Advances	 






	 	 	 	SECTION 2.04. Fees	 






	 	 	 	SECTION 2.05. Termination or Reduction of the Commitments	 






	 	 	 	SECTION 2.06. Repayment of Revolving Credit Advances	 






	 	 	 	SECTION 2.07. Interest on Revolving Credit Advances	 






	 	 	 	SECTION 2.08. Interest Rate Determination	 






	 	 	 	SECTION 2.09. Prepayments of Revolving Credit Advances	 






	 	 	 	SECTION 2.10. Increased Costs	 






	 	 	 	SECTION 2.11. Illegality	 






	 	 	 	SECTION 2.12. Payments and Computations	 






	 	 	 	SECTION 2.13. Taxes	 






	 	 	 	SECTION 2.14. Sharing of Payments, Etc.	 






	 	 	 	SECTION 2.15. Evidence of Debt	 






	 	 	 	SECTION 2.16. Use of Proceeds	 






	 	 	 	SECTION 2.17. Extension of Termination Date	 






	 	 	 	SECTION 2.18. Increase in the Aggregate Commitments	 






	 	 	 	ARTICLE III	 






	 	 	 	SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03	 






	 	 	 	SECTION 3.02. Condition Precedent to Initial Advances to the Designated Subsidiaries	 






	 	 	 	SECTION 3.03. Conditions Precedent to Each Revolving Credit Borrowing, Extension
Date and Increase Date	 






	 	 	 	SECTION 3.04. Conditions Precedent to Each Competitive Bid Borrowing	 






	 	 	 	SECTION 3.05. Determinations Under Section 3.01	 






	 	 	 	ARTICLE IV	 






	 	 	 	SECTION 4.01. Representations and Warranties of the Borrowers	 






	 	 	 	ARTICLE V	 






	 	 	 	SECTION 5.01. Affirmative Covenants	 






	 	 	 	SECTION 5.02. Negative Covenants	 






	 	 	 	SECTION 5.03. Financial Covenant	 






	 	 	 	ARTICLE VI	 






	 	 	 	SECTION 6.01. Events of Default	 






	 	 	 	ARTICLE VII	 






	 	 	 	SECTION 7.01. Guaranty; Limitation of Liability	 






	 	 	 	SECTION 7.02. Guaranty Absolute	 






	 	 	 	SECTION 7.03. Waivers and Acknowledgments	 






	 	 	 	SECTION 7.04. Subrogation	 






	 	 	 	SECTION 7.05. Continuing Guaranty; Assignments	 






	 	 	 	ARTICLE VIII	 






	 	 	 	SECTION 8.01. Authorization and Action	 






	 	 	 	SECTION 8.02. Agent’s Reliance, Etc.	 






	 	 	 	SECTION 8.03. Citibank and Affiliates	 






	 	 	 	SECTION 8.04. Lender Credit Decision	 






	 	 	 	SECTION 8.05. Indemnification	 






	 	 	 	SECTION 8.06. Successor Agent	 






	 	 	 	SECTION 8.07. Sub-Agent	 






	 	 	 	SECTION 8.08. Other Agents	 






	 	 	 	ARTICLE IX	 






	 	 	 	SECTION 9.01. Amendments, Etc.	 






	 	 	 	SECTION 9.02. Notices, Etc.	 






	 	 	 	SECTION 9.03. No Waiver; Remedies	 






	 	 	 	SECTION 9.04. Costs and Expenses	 






	 	 	 	SECTION 9.05. Right of Set-off	 






	 	 	 	SECTION 9.06. Binding Effect	 






	 	 	 	SECTION 9.07. Assignments and Participations	 






	 	 	 	SECTION 9.08. Designation of Borrowers	 






	 	 	 	SECTION 9.09. Confidentiality	 






	 	 	 	SECTION 9.10. Governing Law	 






	 	 	 	SECTION 9.11. Execution in Counterparts	 






	 	 	 	SECTION 9.12. Judgment	 






	 	 	 	SECTION 9.13. Jurisdiction, Etc.	 






	 	 	 	SECTION 9.14. Substitution of Currency	 






	 	 	 	SECTION 9.15. Power of Attorney	 






	 	 	 	SECTION 9.16. Patriot Act Notice	 






	 	 	 	SECTION 9.17. Waiver of Jury Trial	 




19









Schedules



Schedule I — List of Applicable Lending Offices



Schedule 4.01(c) — Required Authorizations and Approvals



Schedule 5.02(a) — Existing Liens



	 	 	 	 	 
	Exhibits

	 	

	 	

	 

	 	

	 	

	Exhibit A-1

Exhibit A-2

Exhibit B-1

Exhibit B-2

Exhibit C

Exhibit D-1

Exhibit D-2

Exhibit E

	 	-

-

-

-

-

-

-

-
	 	Form of Revolving Credit Note

Form of Competitive Bid Note

Form of Notice of Revolving Credit Borrowing

Form of Notice of Competitive Bid Borrowing

Form of Assignment and Acceptance

Form of Opinion of Gail Granoff, Assistant General Counsel of the Company

Form of Opinion of Robert A. Lonergan, General Counsel of the Company

Form of Designation Letter
	 
	 	 	 	 







20