EX-10.1






CONFORMED COPY




AMENDED AND RESTATED CREDIT AGREEMENT




dated as of




December 20, 2005




among




CHARLES RIVER LABORATORIES INTERNATIONAL, INC.,




The Subsidiary Borrowers Party Hereto,




The Lenders Party Hereto,




JPMORGAN CHASE BANK, N.A.,

as Administrative Agent,




CREDIT SUISSE,

Cayman Islands Branch,

as Syndication Agent,




and




BANK OF AMERICA, N.A.,

CITIZENS BANK OF MASSACHUSETTS

and




WACHOVIA BANK, NATIONAL ASSOCIATION,




as Co-Documentation Agents




__________________________________




J.P. MORGAN SECURITIES, INC.




and




CREDIT SUISSE,




as Joint Lead Arrangers and Joint Bookrunners







1






TABLE OF CONTENTS




	 	 	 
	ARTICLE I Definitions	 	 
	SECTION 1.01.

	 	Defined Terms
	
 
	 	 
	SECTION 1.02.

	 	Classification of Loans and Borrowings
	
 
	 	 
	SECTION 1.03.

	 	Terms Generally
	
 
	 	 
	SECTION 1.04.

	 	Accounting Terms; GAAP
	
 
	 	 
	ARTICLE II The Credits

SECTION 2.01.

	 	

Term Commitments
	
 
	 	 
	SECTION 2.02.

	 	Procedure for Term Loan Borrowing
	
 
	 	 
	SECTION 2.03.

	 	Repayment of Term Loans
	
 
	 	 
	SECTION 2.04.

	 	Revolving Commitments
	
 
	 	 
	SECTION 2.05.

	 	Revolving Loans and Borrowings
	
 
	 	 
	SECTION 2.06.

	 	Requests for Revolving Borrowings
	
 
	 	 
	SECTION 2.07.

	 	Swingline Loans
	
 
	 	 
	SECTION 2.08.

	 	Letters of Credit
	
 
	 	 
	SECTION 2.09.

	 	Funding of Borrowings
	
 
	 	 
	SECTION 2.10.

	 	Interest Elections
	
 
	 	 
	SECTION 2.11.

	 	Termination and Reduction of Commitments
	
 
	 	 
	SECTION 2.12.

	 	Repayment of Revolving Loans; Evidence of Debt
	
 
	 	 
	SECTION 2.13.

	 	Optional Prepayments
	
 
	 	 
	SECTION 2.14.

	 	Mandatory Prepayments
	
 
	 	 
	SECTION 2.15.

	 	Fees
	
 
	 	 
	SECTION 2.16.

	 	Interest
	
 
	 	 
	SECTION 2.17.

	 	Alternate Rate of Interest
	
 
	 	 
	SECTION 2.18.

	 	Increased Costs
	
 
	 	 
	SECTION 2.19.

	 	Break Funding Payments
	
 
	 	 
	SECTION 2.20.

	 	Taxes
	
 
	 	 
	SECTION 2.21.

	 	Payments Generally; Pro Rata Treatment; Sharing of Set-offs
	
 
	 	 
	SECTION 2.22.

	 	Mitigation Obligations; Replacement of Lenders
	
 
	 	 
	SECTION 2.23.

	 	Additional Revolving Commitments
	
 
	 	 
	SECTION 2.24.

	 	Prepayments Required Due to Currency Fluctuation
	
 
	 	 






	 	 	 
	ARTICLE III Representations and Warranties
	SECTION 3.01.

	 	Organization; Powers
	
 
	 	 
	SECTION 3.02.

	 	Authorization; Enforceability
	
 
	 	 
	SECTION 3.03.

	 	Governmental Approvals; No Conflicts
	
 
	 	 
	SECTION 3.04.

	 	Financial Condition; No Material Adverse Change
	
 
	 	 
	SECTION 3.05.

	 	Properties
	
 
	 	 
	SECTION 3.06.

	 	Litigation and Environmental Matters
	
 
	 	 
	SECTION 3.07.

	 	Compliance with Laws and Agreements
	
 
	 	 
	SECTION 3.08.

	 	Investment and Holding Company Status
	
 
	 	 
	SECTION 3.09.

	 	Taxes
	
 
	 	 
	SECTION 3.10.

	 	ERISA
	
 
	 	 
	SECTION 3.11.

	 	Disclosure
	
 
	 	 
	SECTION 3.12.

	 	Security Documents
	
 
	 	 
	SECTION 3.13.

	 	Federal Reserve Regulations
	
 
	 	 
	SECTION 3.14.

	 	Solvency
	
 
	 	 
	ARTICLE IV Conditions

SECTION 4.01.

	 	

Amendment and Restatement Effective Date
	
 
	 	 
	SECTION 4.02.

	 	Each Credit Event
	
 
	 	 






	 	 	 
	ARTICLE V Affirmative Covenants
	SECTION 5.01.

	 	Financial Statements and Other Information
	
 
	 	 
	SECTION 5.02.

	 	Notices of Material Events
	
 
	 	 
	SECTION 5.03.

	 	Existence; Conduct of Business
	
 
	 	 
	SECTION 5.04.

	 	Payment of Obligations
	
 
	 	 
	SECTION 5.05.

	 	Maintenance of Properties; Insurance
	
 
	 	 
	SECTION 5.06.

	 	Books and Records; Inspection Rights
	
 
	 	 
	SECTION 5.07.

	 	Compliance
	
 
	 	 
	SECTION 5.08.

	 	Use of Proceeds and Letters of Credit.
	
 
	 	 
	SECTION 5.09.

	 	Additional Material Subsidiaries
	
 
	 	 
	SECTION 5.10.

	 	Cash Management
	
 
	 	 
	SECTION 5.11.

	 	Environmental Laws
	
 
	 	 
	SECTION 5.12.

	 	Maintenance of Ratings
	
 
	 	 
	SECTION 5.13.

	 	Further Assurances
	
 
	 	 






	 	 	 
	ARTICLE VI Negative Covenants
	SECTION 6.01.	 	Indebtedness
	SECTION 6.02.	 	Liens
	SECTION 6.03.	 	Fundamental Changes
	SECTION 6.04.	 	Investments, Loans, Advances, Guarantees and Acquisitions
	SECTION 6.05.	 	Hedging Agreements
	SECTION 6.06.	 	Disposition of Assets
	SECTION 6.07.	 	Transactions with Affiliates
	SECTION 6.08.	 	Restrictive Agreements
	SECTION 6.09.	 	Issuances of Capital Stock by Subsidiaries
	SECTION 6.10.

	 	Amendment of Material Documents
	
 
	 	 
	SECTION 6.11.

	 	Fixed Charge Coverage Ratio
	
 
	 	 
	SECTION 6.12.

	 	Leverage Ratio
	
 
	 	 
	SECTION 6.13.

	 	Capital Expenditures
	
 
	 	 






	 	 	 
	ARTICLE VII Events of Default	 	 
	ARTICLE VIII The Administrative Agent
	ARTICLE IX Parent Borrower Guarantee
	ARTICLE X Miscellaneous	 	 
	SECTION 10.01.

	 	Notices
	
 
	 	 
	SECTION 10.02.

	 	Waivers; Amendments
	
 
	 	 
	SECTION 10.03.

	 	Expenses; Indemnity; Damage Waiver
	
 
	 	 
	SECTION 10.04.

	 	Successors and Assigns
	
 
	 	 
	SECTION 10.05.

	 	Survival
	
 
	 	 
	SECTION 10.06.

	 	Counterparts; Integration; Effectiveness
	
 
	 	 
	SECTION 10.07.

	 	Severability
	
 
	 	 
	SECTION 10.08.

	 	Right of Setoff
	
 
	 	 
	SECTION 10.09.

	 	Governing Law; Jurisdiction; Consent to Service of Process
	
 
	 	 
	SECTION 10.10.

	 	WAIVER OF JURY TRIAL
	
 
	 	 
	SECTION 10.11.

	 	Headings
	
 
	 	 
	SECTION 10.12.

	 	Confidentiality
	
 
	 	 
	SECTION 10.13.

	 	Interest Rate Limitation
	
 
	 	 
	SECTION 10.14.

	 	Joint Creditors
	
 
	 	 
	SECTION 10.15.

	 	USA PATRIOT Act
	
 
	 	 






SCHEDULES:



Schedule 1.01A — Mandatory Costs


Schedule 1.01B — Mortgaged Properties


Schedule 2.01 — Term Commitments


Schedule 2.04 — Revolving Commitments


Schedule 2.08 — Existing Letters of Credit


Schedule 3.01 — Subsidiaries


Schedule 3.06 — Disclosed Matters


Schedule 3.10 — Funding Deficiency


Schedule 6.01 — Existing Indebtedness


Schedule 6.04 — Existing Investments


Schedule 6.08 — Existing Restrictions



EXHIBITS:



Exhibit A — Form of Assignment and Acceptance


Exhibit B-1 — Form of Opinion of Special New York


Exhibit B-2 — Form of Opinion of General Counsel for the Consolidated Entities


Exhibit B-3 — Form of Opinion of Special Delaware Counsel


Exhibit B-4 — Form of Opinion of Special North Carolina Counsel


Exhibit C — Form of Guarantee Agreement


Exhibit D — Form of Pledge Agreement


Exhibit E — Form of Security Agreement


Exhibit F — Form of Mortgage


Exhibit G — Form of Acknowledgment and Confirmation



2




AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 20, 2005, among CHARLES
RIVER LABORATORIES INTERNATIONAL, INC., the Subsidiary Borrowers party hereto, the Lenders party
hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.



WHEREAS, the Parent Borrower, the Existing Lenders and the Administrative Agent are parties to
the Existing Credit Agreement; and



WHEREAS, the Required Existing Lenders, the Canadian Lenders and the UK Lenders consent to the
amendment and restatement of the Existing Credit Agreement upon the terms and subject to the
conditions set forth herein.



NOW, THEREFORE, the parties hereto agree as follows:



ARTICLE I




Definitions




SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the
meanings specified below:



“3.50% Convertible Note Indenture” means the Indenture dated as of January 24, 2002
from the Parent Borrower to State Street Bank & Trust Company, as Trustee, as in effect on the
Effective Date and as amended from time to time in accordance with Section 6.10, pursuant to which
the Parent Borrower issued the 3.50% Convertible Notes.



“3.50% Convertible Notes” means the $185,000,000 Senior Convertible Indentures due
February 1, 2022, as in effect on the Effective Date and as amended from time to time in accordance
with Section 6.10, issued pursuant to the terms of the 3.50% Convertible Note Indenture.



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



“Acknowledgment and Confirmation” means the Acknowledgment and Confirmation entered
into by the signatories thereto on the Amendment and Restatement Effective Date, substantially in
the form of Exhibit G.



“Act” has the meaning assigned to such term in Section 10.15.



“Adjusted LIBO Rate” means, with respect to any Eurocurrency Borrowing for any
Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%)
equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate;
provided that with respect to Eurocurrency Borrowing denominated in euro or Sterling, the
Adjusted LIBO Rate shall the mean LIBO Rate plus if applicable, as reasonably determined by
the Administrative Agent in accordance with Schedule 1.01A, the Mandatory Costs.



“Administrative Agent” means JPMorgan Chase Bank, N.A., in its capacity as
administrative agent for the Lenders hereunder; provided that for purposes of (i) the
Canadian Term Facility and Revolving Facility C, the Administrative Agent shall be JPMorgan Chase
Bank, N.A., Toronto Branch and (ii) the UK Term Facility, Revolving Facility B and Revolving
Facility D, the Administrative Agent shall be J.P. Morgan Europe Limited.



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



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



“Agreement” means this Amended and Restated Credit Agreement, dated as of December 20,
2005, among the Borrowers, the Lenders and the Administrative Agent, as amended, supplemented,
restated or otherwise modified from time to time.



“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of
(a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such
day plus 1/2 of 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate or the
Federal Funds Effective Rate shall be effective from and including the effective date of such
change in the Prime Rate or the Federal Funds Effective Rate, respectively.



“Amendment and Restatement Effective Date” means the date on which the conditions
specified in Section 4.01 are satisfied (or waived in accordance with Section 10.02).



“Applicable Rate” means, for any day, with respect to any Eurocurrency Loan, or with
respect to the commitment fees payable hereunder, as the case may be, the applicable rate per annum
set forth below under the caption “Eurocurrency Spread” or “Commitment Fee Rate”, as the case may
be, based upon the Leverage Ratio applicable on such date:



	 	 	 	 	 	 	 	 	 	 	 
	
 
	 	Leverage

Ratio
	 	Eurocurrency

Spread
	 	Commitment

Fee Rate

	
 
	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Category 1

	 	Greater than or

equal to 2.50 to 1
	 	

1.250%
	 	

0.2500%

	
 
	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Category 2

	 	Greater than or

equal to 1.75 to 1

but less than 2.50

to 1
	 	





1.000%
	 	





0.2250%

	
 
	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Category 3

	 	Greater than or

equal to 1.00 to 1

but less than 1.75

to 1
	 	





0.875%
	 	





0.1875%

	
 
	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Category 4

	 	Less than 1.00 to 1
	 	 	0.750	%	 	 	0.1500	%
	 

	 	 
	 	 	 	 	 	 	 	 






For purposes of the foregoing, (a) the Leverage Ratio shall be determined as of the end of
each fiscal quarter of the Consolidated Entities based upon the financial statements delivered
pursuant to Section 5.01(a) or (b); and (b) each change in the Applicable Rate resulting from a
change in the Leverage Ratio shall be effective during the period commencing on and including the
date of delivery to the Administrative Agent of such financial statements indicating such change
and ending on the date immediately preceding the effective date of the next change in the
Applicable Rate; provided that the Leverage Ratio shall be deemed to be in Category 1 (i)
at any time that an Event of Default under paragraph (a) or (b) of Article VII has occurred and is
continuing or (ii) if the Parent Borrower fails to deliver the consolidated financial statements
required to be delivered by it pursuant to Section 5.01(a) or (b), during the period from the
expiration of the time for delivery thereof until such financial statements are delivered.



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



“Asset Sale” means any Disposition of property or series of related Dispositions of
property (excluding any such Disposition permitted by clause (a), (b), (c), (d) or (e) of Section
6.06) that yields gross proceeds to any Consolidated Entity (valued at the initial principal amount
thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at
fair market value in the case of other non-cash proceeds) in excess of $1,000,000.



“Assignment and Acceptance” means an assignment and acceptance entered into by a
Lender and an assignee (with the consent of any party whose consent is required by Section 10.04),
and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by
the Administrative Agent.



“Available Foreign Currency” means each of euro, Canadian dollars and Pounds Sterling.



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



“Borrowers” means the Parent Borrower and the Subsidiary Borrowers, each, a
“Borrower”.



“Borrowing” means (a) Term Loans of the same Type and made to the same Borrower,
converted or continued on the same date and, in the case of Eurocurrency Loans, as to which a
single Interest Period is in effect, (b) Revolving Loans of the same Type and made to the same
Borrower, made, converted or continued on the same date and, in the case of Eurocurrency Loans, as
to which a single Interest Period is in effect or (c) a Swingline Loan.



“Borrowing Request” means a request by a Borrower for a Borrowing in accordance with
Section 2.02 or 2.06.



“Business Day” means any day that is not a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to remain closed;
provided that the term “Business Day”, when used in connection with (i) a
Eurocurrency Loan, shall also exclude any day on which banks are not open for dealings in dollar
deposits or deposits in the applicable Available Foreign Currency in the London interbank market,
(ii) a Canadian Term Loan or Facility C Revolving Loan, shall also exclude any day on which
commercial banks in Toronto are authorized or required by law to remain closed and (iii) a UK Term
Loan or Facility D Revolving Loan, shall also exclude any day on which commercial banks in London
are authorized or required by law to remain closed.



“Calculation Time” has the meaning assigned to such term in Section 2.24(a).



“Canadian dollars” or “C$” means the lawful money of Canada.



“Canadian Lender” means the Canadian Term Lenders and the Facility C Revolving
Lenders.



“Canadian Subsidiary Borrower” means Charles River Laboratories Preclinical Services
Montreal, Inc., a Quebec corporation.



“Canadian Term Commitment” means, with respect to each Lender, the commitment of such
Lender to make a Canadian Term Loan in an amount not to exceed the amount set forth under the
heading “Canadian Term Commitment” opposite such Lender’s name on Schedule 2.01. The aggregate
amount of the Lenders’ Canadian Term Commitments as of the Amendment and Restatement Effective Date
is $65,000,000.



“Canadian Term Facility” means the Canadian Term Commitments and the Canadian Term
Loans made thereunder.



“Canadian Term Lenders” means the Persons listed on Schedule 2.01 with a Canadian Term
Commitment and any other Person that becomes a Canadian Term Lender pursuant to an Assignment and
Acceptance, other than any such Person that ceases to be a party hereto pursuant to an Assignment
and Acceptance.



“Canadian Term Loan” has the meaning assigned to such term in Section 2.01(a).



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



“Capital Stock” means any and all shares, interests, participations or other
equivalents (however designated) of capital stock of a corporation (including convertible preferred
equity certificates issued by Charles River Laboratories Luxembourg S.a.r.l.), any and all
equivalent ownership or participation interests in a Person (other than a corporation) and any and
all warrants, rights or options to purchase any of the foregoing.



“Change in Control” means (a) the acquisition of ownership, directly or indirectly,
beneficially or of record, by any Person or group (within the meaning of the Securities Exchange
Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the
date hereof) of shares representing more than 30% of the aggregate ordinary voting power
represented by the issued and outstanding capital stock of the Parent Borrower; (b) occupation of a
majority of the seats (other than vacant seats) on the board of directors of the Parent Borrower by
Persons who were neither (i) nominated by the board of directors of the Parent Borrower nor (ii)
appointed by directors so nominated; (c) the acquisition of direct or indirect Control of the
Parent Borrower by any Person or group; or (d) the occurrence of a change of control (or similar
event, howsoever defined) under and as defined in any indenture or other agreement in respect of
any Indebtedness to which any Loan Party is a party.



“Change in Law” means (a) the adoption of any law, rule or regulation after the date
of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or
application thereof by any Governmental Authority after the date of this Agreement or (c)
compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.18(b), by any lending
office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any
request, guideline or directive (whether or not having the force of law) of any Governmental
Authority made or issued after the date of this Agreement.



“Charles River Australia” means SPAFAS Australia PTY Ltd., an Australian corporation.



“Charles River China” means SPAFAS Jinan Poultry Company, Ltd., a Chinese corporation.



“Charles River Mexico” means Aves Lebirs de Patogenos Especificos, S.A. de C.V., a
Mexican corporation.



“Charles River Proteomics” means Charles River Proteomics Services, Inc., a Delaware
corporation.



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



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



“Co-Documentation Agents” means Bank of America, N.A., Citizens Bank of Massachusetts
and Wachovia Bank, National Association.



“Collateral” means all of the right, title and interest of each Consolidated Entity in
and to the property in which such Person has granted a Lien to the Administrative Agent for its
benefit and the ratable benefit of the Lenders under any Loan Document.



“Commitment” means, with respect to each Lender, the Term Commitment and the Revolving
Commitment of such Lender.



“Consolidated Capital Expenditures” means, for any period, the dollar amount of gross
expenditures (including cash payments during such period in respect to Capital Lease Obligations,
but excluding Permitted Acquisitions) by the Consolidated Entities for the acquisition of any fixed
assets, real property, plant and equipment, and all renewals, improvements and replacements thereto
incurred during such period in each case which are required to be capitalized for financial
reporting purposes in accordance with GAAP.



“Consolidated EBITDA” means, for any period, Consolidated Net Income for such period,
minus the aggregate non-cash amount of extraordinary or nonrecurring gains of such Person for such
period, plus, without duplication and to the extent deducted from revenues in determining
Consolidated Net Income for such period, the sum of (a) the aggregate amount of Consolidated
Interest Expense for such period, plus (b) the aggregate amount of income tax expense for such
period, plus (c) the aggregate amount of depreciation and amortization for such period, all as
determined on a consolidated basis with respect to the Consolidated Entities in accordance with
GAAP, plus (d) the aggregate non-cash amount of extraordinary or nonrecurring losses for such
period, plus (e) the aggregate amount of non-cash stock option and restricted stock grant expense
for such period. For any period ending on or prior to December 25, 2004, Consolidated EBITDA shall
be determined on a pro forma basis as if River Valley Farms, Inc. were acquired at
the beginning of such period. For any period ending on or prior to December 24, 2005, Consolidated
EBITDA shall be determined on a pro forma basis as if Inveresk and its subsidiaries
were acquired at the beginning of such period. For any period after the commencement of which the
Parent Borrower or any of its Subsidiaries shall have consummated the acquisition of a Person (or
part thereof) in a Permitted Acquisition, Consolidated EBITDA shall be determined on a pro
forma basis as if such Person (or part thereof) was acquired at the beginning of such
period and after giving effect to any adjustments (including, without limitation, operating and
expense reductions and other synergistic benefits) permitted pursuant to Regulation S-X under the
Securities Act of 1933, as amended; provided that the Parent Borrower shall have delivered
to the Lenders acceptable financial statements of such Person (or part thereof) as required under
Section 5.01(c).



“Consolidated Entity” means the Parent Borrower or any Subsidiary whose accounts are
or are required to be consolidated or included with the accounts of the Parent Borrower in
accordance with GAAP.



“Consolidated Fixed Charges” means, with respect to any period of four consecutive
fiscal quarters of the Consolidated Entities, the sum of (a) all scheduled payments of principal on
Consolidated Indebtedness during such period, plus (b) Consolidated Interest Expense for such
period, plus (c) all Restricted Payments made during such period. For the purposes of determining
Consolidated Fixed Charges during any period of four consecutive fiscal quarters of the
Consolidated Entities, there shall be included in Consolidated Fixed Charges all principal payments
and interest expense, and payments substantially comparable to Restricted Payments as defined
herein of any Person (or part thereof) acquired during such period in a Permitted Acquisition
accrued from the beginning of such period to the date of closing of such Permitted Acquisition as
if such Permitted Acquisition had occurred and related financings and repayments and prepayments of
Indebtedness had occurred at the beginning of such period determined in accordance with GAAP. For
the purpose of calculating the Fixed Charge Coverage Ratio for any period ending on or prior to
December 24, 2005, the amount in subparagraph (a) above for such period shall be equal to the
current portion of Funded Debt as set forth on the balance sheet of the Consolidated Entities on
the last day of such period.



“Consolidated Indebtedness” means, as of any date of determination, the aggregate
principal amount of Indebtedness of the Consolidated Entities outstanding as of such date, as
determined on a consolidated basis in accordance with GAAP and solely to the extent any such
Indebtedness is reflected on the balance sheet of the Consolidated Entities as of such date.



“Consolidated Interest Expense” means, for any period, the interest expense, both
expensed and capitalized (including the interest component in respect of Capital Lease
Obligations), accrued or paid by the Consolidated Entities during such period, as determined on a
consolidated basis in accordance with GAAP.



“Consolidated Net Income” means, for any period, net income or loss of the
Consolidated Entities for such period after deducting and eliminating all items attributable to
interests in minority investments, as determined on a consolidated basis in accordance with GAAP.



“Consolidated Net Worth” means, at any date of determination thereof, the result of
(a) all assets as shown on a consolidated balance sheet of the Consolidated Entities, minus (b) all
liabilities as shown on a consolidated balance sheet of the Consolidated Entities, as determined on
a consolidated basis in accordance with GAAP.



“Consolidated Subordinated Indebtedness” means, at any date of determination thereof,
the 3.50% Convertible Notes and any other Indebtedness of the Parent Borrower that is expressly
subordinated to the Obligations on terms and conditions acceptable to the Required Lenders in their
sole discretion.



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



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



“CRLCS” means Charles River Laboratories Clinical Services Ltd., a Scottish private
company limited by shares.



“CRLPSE” means Charles River Laboratories Preclinical Services Edinburgh Ltd., a
Scottish private company limited by shares.



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



“Disclosed Matters” means the actions, suits and proceedings and the environmental
matters disclosed on Schedule 3.06.



“Disposition” means, with respect to any property, any sale, lease, sale and
leaseback, assignment, conveyance, transfer or other disposition thereof (but shall exclude, as to
any Person, the issuance by such Person of its Capital Stock and any Recovery Event as to any asset
of such Person). The terms “Dispose” and “Disposed of” shall have correlative
meanings.



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



“Dollar Equivalent” means, on any date of determination, (a) with respect to any
amount denominated in dollars, such amount, and (b) with respect to any amount denominated in any
Available Foreign Currency, the equivalent in dollars of such amount determined by the
Administrative Agent in accordance with normal banking industry practice using the Exchange Rate on
the date of determination of such equivalent. In making any determination of the Dollar Equivalent
(for purposes of calculating the amount of Loans to be borrowed from the respective Lenders on any
date or for any other purpose), the Administrative Agent shall use the relevant Exchange Rate in
effect on the date on which the applicable Borrower delivers a Borrowing Request (which, in
accordance with Section 2.06, may be telephonic) for Loans or on such other date upon which a
Dollar Equivalent is required to be determined pursuant to the provisions of this Agreement. As
appropriate, amounts specified herein as amounts in Dollars shall be or include any relevant Dollar
Equivalent amount.



“Domestic Capital Expenditures” means, for any period, the dollar amount of gross
expenditures (including cash payments during such period in respect to Capital Lease Obligations,
but excluding Permitted Acquisitions) by the Parent Borrower and its Domestic Subsidiaries for the
acquisition of any fixed assets, real property, plant and equipment, and all renewals, improvements
and replacements thereto incurred during such period, in each case which are required to be
capitalized for financial reporting purposes in accordance with GAAP.



“Domestic Current Assets” means, at any date, all amounts (other than cash and
Permitted Investments) that would, in conformity with GAAP, be set forth opposite the caption
“total current assets” (or any like caption) on a consolidated balance sheet of the Parent Borrower
and its Domestic Subsidiaries at such date.



“Domestic Current Liabilities” means, at any date, all amounts that would, in
conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like
caption) on a consolidated balance sheet of the Parent Borrower and its Domestic Subsidiaries at
such date, but excluding (a) the current portion of any Funded Debt of the Parent Borrower and its
Domestic Subsidiaries and (b) without duplication of clause (a) above, all Indebtedness consisting
of Revolving Loans or Swingline Loans to the extent otherwise included therein.



“Domestic Net Income” means, for any period, net income or loss of the Parent Borrower
and its Domestic Subsidiaries for such period after deducting and eliminating all items
attributable to interests in minority investments, as determined on a consolidated basis in
accordance with GAAP.



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



“Domestic Subsidiary” means any Subsidiary that is organized under the laws of any
jurisdiction in the United States.



“Domestic Working Capital” means, at any date, the excess of Domestic Current Assets
on such date over Domestic Current Liabilities on such date.



“EDCF Percentage” means 50% or, if the Leverage Ratio on the last day of the fiscal
year most recently ended is 2.00 to 1.00 or less, 0%.



“Effective Date” means October 15, 2004.



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



“Environmental Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the
Parent Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) violation
of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or
threatened release of any Hazardous Materials into the environment or (e) any contract, agreement
or other consensual arrangement pursuant to which liability is assumed or imposed with respect to
any of the foregoing.



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



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



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



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



“euro” and “€” means the single currency of Participating Member States
introduced in accordance with the provision of Article 123 of the Treaty and, in respect of all
payments to be made under this Agreement in euro, means immediately available, freely transferable
funds in such currency.



“Event of Default” has the meaning assigned to such term in Article VII.



“Excess Domestic Cash Flow” means, for any fiscal year of the Consolidated Entities,
the excess, if any, of (a) the sum, without duplication, of (i) Domestic Net Income for such fiscal
year, (ii) the amount of all non-cash charges (including depreciation and amortization) deducted in
arriving at such Domestic Net Income, (iii) decreases in Domestic Working Capital for such fiscal
year, and (iv) the aggregate net amount of non-cash loss on the Disposition of property by the
Parent Borrower and its Domestic Subsidiaries during such fiscal year (other than sales of
inventory in the ordinary course of business), to the extent deducted in arriving at such Domestic
Net Income over (b) the sum, without duplication, of (i) the amount of all non-cash credits
included in arriving at such Domestic Net Income, (ii) the aggregate amount actually paid in cash
during such fiscal year on account of Domestic Capital Expenditures (excluding any such
expenditures financed with the proceeds of any Reinvestment Deferred Amount), (iii) the aggregate
amount of all prepayments of Revolving Loans and Swingline Loans during such fiscal year to the
extent accompanying permanent optional reductions of the Revolving Commitments and all optional
prepayments of the Term Loans during such fiscal year, (iv) the aggregate amount of all regularly
scheduled principal payments of Funded Debt (including the Term Loans) of the Parent Borrower and
its Domestic Subsidiaries made during such fiscal year (other than in respect of any revolving
credit facility to the extent there is not an equivalent permanent reduction in commitments
thereunder), (v) increases in Domestic Working Capital for such fiscal year, and (vi) the aggregate
net amount of gain on the Disposition of property by the Parent Borrower and its Domestic
Subsidiaries during such fiscal year (other than sales of inventory in the ordinary course of
business), to the extent included in arriving at such Domestic Net Income.



“Excess Domestic Cash Flow Application Date” has the meaning assigned to such term in
Section 2.14(c).



“Exchange Rate” means, with respect to any Available Foreign Currency on a particular
date, the rate at which such Available Foreign Currency may be exchanged into dollars, as set forth
at 11:00 a.m. London time on such date on the applicable Reuters Screen page. In the event that
such rate does not appear on the applicable Reuters currency page, the Exchange Rate with respect
to such Available Foreign Currency shall be determined by reference to such other publicly
available service for displaying exchange rates as may be agreed upon by the Administrative Agent
and the Parent Borrower or, in the absence of such agreement, such Exchange Rate shall instead be
the spot rate of exchange of the Administrative Agent in the London interbank or other market where
its foreign currency exchange operations in respect of euros are then being conducted, at or about
11:00 a.m., London time, at such date for the purchase of dollars with such Available Foreign
Currency, for delivery two Business Days later; provided, however, that if at the
time of any such determination, for any reason, no such spot rate is being quoted, the
Administrative Agent may use any reasonable method it deems appropriate to determine such rate, and
such determination shall be conclusive absent manifest error.



“Excluded Taxes” means, with respect to the Administrative Agent, any Lender, the
Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of
the Loan Parties hereunder, (a) income, franchise or any branch profits taxes, (b) taxes imposed
solely by reason of any present or former connection between the Administrative Agent, any Lender,
the Issuing Bank or any other recipient of any payment to be made on account of any obligation of
the Loan Parties hereunder and the jurisdiction imposing such taxes, other than as a result of any
Loan Document or any transaction contemplated thereby and (c) in the case of a Foreign Lender
(other than an assignee pursuant to a request by a Loan Party under Section 2.22(b)), any
withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign
Lender becomes a party to this Agreement (or designates a new lending office), except to the extent
that such Foreign Lender (or its assignor, if any) was entitled, immediately prior to the time of
designation of such new lending office (or assignment), to receive additional amounts from such
Loan Party with respect to such withholding tax pursuant to Section 2.20(a).



“Existing Credit Agreement” means the Credit Agreement, dated as of October 15, 2004,
among the Parent Borrower, the Existing Lenders and JPMorgan Chase Bank, N.A., as administrative
agent, as amended.



“Existing Lenders” means the lenders party to the Existing Credit Agreement.



“Existing Letters of Credit” means the Letters of Credit listed on Schedule 2.08.



“Existing Term Facility” means the Term Commitments (as defined in the Existing Credit
Agreement) and the Existing Term Loans made thereunder.



“Existing Term Loans” means the Term Loans made to the Parent Borrower on the First
Borrowing Date.



“Existing Term Lenders” means the Term Lenders party to the Existing Credit Agreement.



“Existing Term Percentage” means, with respect to any Term Lender, the percentage of
the aggregate principal amount of the then outstanding Existing Term Loans represented by the
aggregate principal amount of such Lender’s then outstanding Existing Term Loans.



“Facility” means each of (a) the Term Facilities and (b) the Revolving Facilities.



“Facility A Revolving Commitment” means, with respect to each Facility A Revolving
Lender, the commitment of such Lender to make Facility A Revolving Loans and to acquire
participations in Letters of Credit and Swingline Loans hereunder, expressed as an amount
representing the maximum aggregate amount of such Lender’s Facility A Revolving Credit Exposure
hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.11, (b)
increased from time to time pursuant to Section 2.23 and (c) reduced or increased from time to time
pursuant to assignments by or to such Lender pursuant to Section 10.04. The amount of each
Lender’s Facility A Revolving Commitment as of the Amendment and Restatement Effective Date is set
forth on Schedule 2.04, or in the Assignment and Acceptance pursuant to which such Lender shall
have assumed its Facility A Revolving Commitment as of the date of such Assignment and Acceptance,
as applicable. The aggregate amount of the Lenders’ Facility A Revolving Commitments as of the
Amendment and Restatement Effective Date is $150,000,000, which may be increased pursuant to
Section 2.23 to $200,000,000.



“Facility A Revolving Commitment Percentage” means, with respect to any Revolving
Lender, the percentage of the total Facility A Revolving Commitments represented by such Lender’s
Facility A Revolving Commitment. If the Facility A Revolving Commitments have terminated or
expired, the Facility A Revolving Commitment Percentages shall be determined based upon the
Revolving Commitments most recently in effect, giving effect to any assignments.



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



“Facility A Revolving Lenders” means the Persons listed on Schedule 2.04 under the
heading “Facility A Revolving Lenders” and any other Person that shall have become a party hereto
pursuant to an Assignment and Acceptance, other than any such Person that ceases to be a party
hereto pursuant to an Assignment and Acceptance.



“Facility A Revolving Loan” has the meaning assigned to such term in Section 2.04(a).



“Facility A/B Revolving Credit Exposure” means, with respect to any Lender at any
time, the sum of the outstanding principal amount of such Lender’s (a) Facility A Revolving Credit
Exposure and (b) Facility B Revolving Loans at such time.



“Facility B Revolving Commitment” means, with respect to each Facility B Revolving
Lender, the commitment of such Lender to make Facility B Revolving Loans, as such commitment may be
(a) reduced from time to time pursuant to Section 2.11 and (b) reduced or increased from time to
time pursuant to assignments by or to such Lender pursuant to Section 10.04. The amount of each
Lender’s Facility B Revolving Commitment as of the Amendment and Restatement Effective Date is set
forth on Schedule 2.04, or in the Assignment and Acceptance pursuant to which such Lender shall
have assumed its Facility B Revolving Commitment as of the date of such Assignment and Acceptance,
as applicable. The aggregate amount of the Lenders’ Facility B Revolving Commitments as of the
Amendment and Restatement Effective Date is $50,000,000.



“Facility B Revolving Lenders” means the Persons listed on Schedule 2.04 under the
heading “Facility B Revolving Lenders” and any other Person that shall have become a party hereto
pursuant to an Assignment and Acceptance, other than any such Person that ceases to be a party
hereto pursuant to an Assignment and Acceptance.



“Facility B Revolving Loan” has the meaning assigned to such term in Section 2.04(b).



“Facility C Revolving Commitment” means, with respect to each Facility C Revolving
Lender, the commitment of such Lender to make Facility C Revolving Loans, as such commitment may be
(a) reduced from time to time pursuant to Section 2.11 and (b) reduced or increased from time to
time pursuant to assignments by or to such Lender pursuant to Section 10.04. The amount of each
Lender’s Facility C Revolving Commitment as of the Amendment and Restatement Effective Date is set
forth on Schedule 2.04, or in the Assignment and Acceptance pursuant to which such Lender shall
have assumed its Facility C Revolving Commitment as the date of such Assignment and Acceptance, as
applicable. The aggregate amount of the Lenders’ Facility C Revolving Commitments as of the
Amendment and Restatement Effective Date is $10,000,000.



“Facility C Revolving Lenders” means the Persons listed on Schedule 2.04 under the
heading “Facility C Revolving Lenders” and any other Person that shall have become a party hereto
pursuant to an Assignment and Acceptance, other than any such Person that ceases to be a party
hereto pursuant to an Assignment and Acceptance.



“Facility C Revolving Loan” has the meaning assigned to such term in Section 2.04(c).



“Facility D Revolving Commitment” means, with respect to each Facility D Revolving
Lender, the commitment of such Lender to make Facility D Revolving Loans, as such commitment may be
(a) reduced from time to time pursuant to Section 2.11 and (b) reduced or increased from time to
time pursuant to assignments by or to such Lender pursuant to Section 10.04. The amount of each
Lender’s Facility D Revolving Commitment as of the Amendment and Restatement Effective Date is set
forth on Schedule 2.04, or in the Assignment and Acceptance pursuant to which such Lender shall
have assumed its Facility D Revolving Commitment as the date of such Assignment and Acceptance, as
applicable. The aggregate amount of the Lenders’ Facility D Revolving Commitments as of the
Amendment and Restatement Effective Date is $10,000,000.



“Facility D Revolving Lenders” means the Persons listed on Schedule 2.04 under the
heading “Facility D Revolving Lenders” and any other Person that shall have become a party hereto
pursuant to an Assignment and Acceptance, other than any such Person that ceases to be a party
hereto pursuant to an Assignment and Acceptance.



“Facility D Revolving Loan” has the meaning assigned to such term in Section 2.04(d).



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



“Financial Officer” means the chief financial officer or, if there is no chief
financial officer, the principal accounting officer (or similarly designated officer) of the Parent
Borrower.



“First Borrowing Date” means October 20, 2004.



“Fitch” shall mean Fitch Investors Service, Inc.



“Fixed Charge Coverage Ratio” means, on any date, the ratio of (a) Consolidated EBITDA
for the period of four consecutive fiscal quarters of the Consolidated Entities ended on or most
recently ended as of such date to (b) Consolidated Fixed Charges during the period of four
consecutive fiscal quarters of the Consolidated Entities ended on or most recently ended as of such
date.



“Foreign Lender” means any Lender that is organized under the laws of, or, for United
States income tax purposes, is treated as a resident of, any jurisdiction outside the United States
of America.



“Foreign Plan” means any pension plan or other deferred compensation plan, program or
arrangement maintained by any Foreign Subsidiary which is subject to funding rules comparable to
the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA.



“Foreign Plan Event” means, with respect to any Foreign Plan, (a) the existence of
unfunded liabilities in excess of the amount permitted under any applicable law, (b) the failure to
make the required contributions or payments, under any applicable law, on or before the due date
for such contributions or payments, (c) the receipt of a notice by a Governmental Authority
relating to the intention to terminate any such Foreign Plan or to appoint a trustee to administer
any such Foreign Plan, or to the insolvency of any such Foreign Plan, or (d) the incurrence of any
liability of the Consolidated Entities under applicable law on account of the complete or partial
termination of such Foreign Plan or the complete or partial withdrawal of any participating
employer therein.



“Foreign Subsidiary” means any Subsidiary that is not organized under the laws of any
jurisdiction in the United States of America.



“Funded Debt” means, as to any Person, all Indebtedness of such Person that matures
more than one year from the date of its creation or matures within one year from such date but is
renewable or extendible, at the option of such Person, to a date more than one year from such date
or arises under a revolving credit or similar agreement that obligates the lender or lenders to
extend credit during a period of more than one year from such date, including all current
maturities and current sinking fund payments in respect of such Indebtedness whether or not
required to be paid within one year from the date of its creation and, in the case of the
Borrowers, Indebtedness in respect of the Loans.



“Funding Office” means the office of the Administrative Agent specified in Section
10.01 or such other office as may be specified from time to time by the Administrative Agent as its
funding office by written notice to the Parent Borrower and the Lenders.



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



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



“Granting Lender” has the meaning assigned to such term in Section 10.04(h).



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



“Guarantee Agreement” means each Guarantee delivered by the applicable Material
Domestic Subsidiary to the Administrative Agent whereby such Material Domestic Subsidiary shall
guarantee the obligations under the Loan Documents, which Guarantee shall be substantially in the
form of Exhibit C, as amended, supplemented, restated or otherwise modified from time to time.



“Guaranteed Parties” means (a) the Lenders, (b) the Administrative Agent, (c) the
Issuing Bank, (d) each counterparty to a Hedging Agreement entered into with one of more of the
Consolidated Entities if such counterparty was a Lender (or an affiliate of a Lender) at the time
the Hedging Agreement was entered into and (e) the successors and assigns of each of the foregoing.



“Guarantors” means the Subsidiaries that are or become parties to a Guarantee
Agreement.



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



“Hedging Agreement” means any swap agreement (as defined in 11 U.S.C. §101) or other
interest rate protection agreement, foreign currency exchange agreement, commodity price protection
agreement or other interest or currency exchange rate or commodity price hedging arrangement.



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



“Indemnified Taxes” means Taxes other than Excluded Taxes.



“Information Memorandum” means the Confidential Information Memorandum dated November
2005 relating to the Borrowers and the Transactions.



“Interest Election Request” means a request by the applicable Borrower to convert or
continue a Borrowing in accordance with Section 2.07.



“Interest Payment Date” means (a) with respect to any ABR Loan (other than a Swingline
Loan), the last day of each calendar month, (b) with respect to any Eurocurrency Loan with an
Interest Period of one, two or three months, the last day of the Interest Period applicable to the
Borrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowing with an
Interest Period of six months’ duration, that day three months after the first day of such Interest
Period and the last day of such Interest Period and (c) with respect to any Swingline Loan, the
Swingline Loan Maturity Date.



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



“Inveresk” means Inveresk Research Group, Inc.



“Issuing Bank” means JPMorgan Chase Bank, N.A., Bank of America, N.A. and any such
other Lender, or affiliate of a Lender, reasonably acceptable to the Administrative Agent as may be
appointed by the Parent Borrower from time to time and which appointment is accepted by such Lender
or Lender affiliate in its sole discretion, each in its capacity as an issuer of Letters of Credit
hereunder, and any successors in such capacity as provided in Section 2.08. An Issuing Bank may,
in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the
Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect
to Letters of Credit issued by such Affiliate.



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



“LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all
outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements
that have not yet been reimbursed by or on behalf of the Parent Borrower at such time. The LC
Exposure of any Lender at any time shall be its Facility A Revolving Commitment Percentage of the
total LC Exposure at such time.



“Lenders” means Term Lenders and the Revolving Lenders. Unless the context otherwise
requires, the term “Lenders” includes the Swingline Lender.



“Letter of Credit” means any letter of credit issued pursuant to this Agreement.



“Leverage Ratio” means, on any date, the ratio of (a)(i) Consolidated Indebtedness
plus (ii) the aggregate outstanding attributed principal amount under any Receivables
Financing Program incurred in accordance with this Agreement, as of such date to (b) Consolidated
EBITDA for the period of four consecutive fiscal quarters of the Consolidated Entities ended on or
most recently ended as of such date.



“LIBO Rate” means, (a) with respect to any Eurocurrency Borrowing denominated in
dollars or any Available Foreign Currency (other than euro) for any Interest Period, the rate
appearing on the applicable page of the Telerate Service (or any successor to or substitute for the
Telerate Service, providing rate quotations comparable to those currently provided on such page of
the Telerate Service, as determined by the Administrative Agent from time to time for purposes of
providing quotations of interest rates applicable to deposits in dollars or any Available Foreign
Currency (other than euro) in the London interbank market) at approximately 11:00 a.m., London
time, (x) two Business Days prior to the commencement of such Interest Period, in the case of
Eurocurrency Loans denominated in dollars or Canadian dollars, and (y) on the first day of such
Interest Period, in the case of Eurocurrency Loans denominated in Pounds Sterling, as the rate for
deposits in the applicable currency with a maturity comparable to such Interest Period and (b) with
respect to any Eurocurrency Borrowing denominated in euros for any Interest Period, the rate
appearing on Page 248 of the Telerate Service (it being understood that this rate is the euro
interbank offered rate (known as the “EURIBOR Rate”) sponsored by the Banking Federation of
the European Union (known as the “FBE”) and the Financial Markets Association (known as the
“ACI”)) 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. In the event that such rate is not available at such time for any reason,
then the “LIBO Rate” with respect to such Eurocurrency Borrowing for such Interest Period shall be
the rate per annum (rounded upwards, if necessary, to the next 1/100th of 1%) equal to
the arithmetic average of the rates at which deposits in dollars or the applicable Available
Foreign Currency approximately equal in principal amount to the Dollar Equivalent of $5,000,000 and
for a maturity comparable to such Interest Period are offered to the principal London office of the
Administrative Agent in immediately available funds in the London interbank market at approximately
11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.



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



“Loan Documents” means this Agreement, each Security Document, the Acknowledgment and
Confirmation and each Hedging Agreement between a Loan Party and a Lender or an Affiliate of a
Lender, as each may be amended or supplemented from time to time.



“Loan Parties” means the Borrowers and the Guarantors.



“Loans” means the loans made by the Lenders to the Borrowers pursuant to this
Agreement.



“Local Time” means (i) London time, in the case of any Loan denominated in euro or
Sterling, (ii) Toronto time, in the case of any Loan denominated in Canadian dollars and (iii) New
York City time, in all other instances.



“Majority Facility Lenders” means, with respect to any Facility, the holders of more
than 50% of the aggregate unpaid principal amount the Term Loans or the total Revolving Credit
Exposures, as the case may be, outstanding under such Facility (or, in the case of the Revolving
Facility, prior to any termination of the Revolving Commitments, the holders of more than 50% of
the total Revolving Commitments).



“Mandatory Costs” means the cost imputed to the Lenders of compliance with the
requirements of (a) the Bank of England or the Financial Services Authority (or, in either case,
any other authority which replaces all or any of its functions) or (b) European Central Bank,
expressed as a rate per annum and determined in accordance with Schedule 1.01A.



“Material Adverse Effect” means a material adverse effect on (a) the business, assets,
operations, prospects or condition, financial or otherwise, of the Consolidated Entities taken as a
whole, (b) the ability of any Loan Party to perform, or the enforceability against any Loan Party
of, any of its obligations under any Loan Document or (c) the rights of or benefits available to
the Lenders under any Loan Document.



“Material Domestic Subsidiary” means a Domestic Subsidiary that is a Material
Subsidiary; provided that, for purposes of Sections 5.09(a)(i) and (ii), no Receivables
Subsidiary shall be deemed to be a Material Domestic Subsidiary.



“Material Indebtedness” means Indebtedness (other than the Loans and Letters of
Credit), or obligations in respect of one or more Hedging Agreements, of any one or more of the
Consolidated Entities in an aggregate principal amount exceeding $15,000,000 in the aggregate. For
purposes of determining Material Indebtedness, the “principal amount” of the obligations of any
Consolidated Entity in respect of any Hedging Agreement at any time shall be the maximum aggregate
amount (giving effect to any netting agreements) that such Consolidated Entity would be required to
pay if such Hedging Agreement were terminated at such time.



“Material Subsidiary” means any Subsidiary, including its subsidiaries, which meets
either of the following conditions: (i) for the period of four consecutive fiscal quarters of the
Consolidated Entities most recently ended, the gross revenues of such Subsidiary (and its
subsidiaries) and all other Subsidiaries that are not Material Subsidiaries exceed ten percent
(10%) of the gross revenues of the Consolidated Entities, as determined in accordance with GAAP or
(ii) as of the end of the most recently ended fiscal quarter of the Consolidated Entities, the
gross assets of such Subsidiary (and its subsidiaries) and all other Subsidiaries that are not
Material Subsidiaries exceed seven and one-half percent (7.50%) of the total assets of the
Consolidated Entities, as determined in accordance with GAAP.



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



“Mortgaged Properties” means the real properties listed on Schedule 1.01B, as to which
the Administrative Agent for the benefit of the Lenders shall be granted a Lien pursuant to the
Mortgages.



“Mortgages” means each of the mortgages and deeds of trust made by any Loan Party in
favor of, or for the benefit of, the Administrative Agent for the benefit of the Lenders,
substantially in the form of Exhibit F (with such changes thereto as shall be advisable under the
law of the jurisdiction in which such mortgage or deed of trust is to be recorded or as shall
otherwise be agreed to by the Parent Borrower and the Administrative Agent).



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



“Net Cash Proceeds” means (a) in connection with any Asset Sale or any Recovery Event,
the proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds received
by way of deferred payment of principal pursuant to a note or installment receivable or purchase
price adjustment receivable or otherwise, but only as and when received), net of attorneys’ fees,
accountants’ fees, investment banking fees, amounts required to be applied to the repayment of
Indebtedness secured by a Lien expressly permitted hereunder on any asset that is the subject of
such Asset Sale or Recovery Event (other than any Lien pursuant to a Security Document) and other
customary fees and expenses actually incurred in connection therewith and net of taxes paid or
reasonably estimated to be payable as a result thereof (after taking into account any available tax
credits or deductions and any tax sharing arrangements) and (b) in connection with any issuance or
sale of Capital Stock or any incurrence of Indebtedness, the cash proceeds received from such
issuance or incurrence, net of attorneys’ fees, investment banking fees, accountants’ fees,
underwriting discounts and commissions and other customary fees and expenses actually incurred in
connection therewith.



“Obligations” means (a) the principal of and premium, if any, and interest (including
interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, (b) each
payment required to be made in respect of any Letter of Credit, when and as due, including payments
in respect of reimbursement of disbursements, interest thereon (including interest accruing during
the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of
whether allowed or allowable in such proceeding) and obligations to provide cash collateral, (c)
all other monetary obligations, including fees (including fees and disbursements of counsel),
costs, expenses, guaranties and indemnities, whether primary, secondary, direct, contingent, fixed
or otherwise (including monetary obligations incurred during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in
such proceeding), of each Loan Party to the Administrative Agent or any Lender under this Agreement
and the other Loan Documents and (d) all monetary obligations of each Loan Party under each Hedging
Agreement entered into with any counterparty that was a Lender (or an Affiliate of a Lender) at the
time such Hedging Agreement was entered into.



“Other Taxes” means any and all present or future recording, stamp, documentary
excise, transfer, sales, property or similar taxes, charges or levies imposed by any Governmental
Authority arising from any payment made under any Loan Document or from the execution, delivery or
enforcement of, or otherwise with respect to, any Loan Document.



“Parent Borrower” means Charles River Laboratories International, Inc., a corporation
organized under the laws of Delaware.



“Participating Member State” means a member of the European Community that adopts or
has adopted the euro as its currency in accordance with legislation of the European Community
relating to Economic and Monetary Union Legislation.



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



“Permitted Acquisition” means any acquisition, whether by purchase, merger,
consolidation or otherwise, if immediately after giving effect thereto: (a) such acquisition is of
all or substantially all the assets of, or Capital Stock in, a Person or division or line of
business or other business unit of a Person and relates to the business conducted by the
Consolidated Entities as of the date hereof or in a business reasonably related thereto; (b) no
Event of Default shall have occurred and be continuing or would result therefrom; (c) all
transactions related thereto shall be consummated in accordance with applicable laws; (d) any
acquired or newly formed corporation, partnership or limited liability company shall be a
Subsidiary and all actions required to be taken, if any, with respect to such acquired or newly
formed Subsidiary under Section 5.09 shall have been taken or will be taken within the time periods
specified therein; and (e) the Consolidated Entities shall be in compliance, on a pro forma basis
after giving effect to such acquisition or formation, with the covenants contained in Sections 6.11
and 6.12 recomputed as at the last day of the most recently ended fiscal quarter of the
Consolidated Entities as if, for the purposes of calculating Consolidated Indebtedness,
Consolidated Fixed Charges, Consolidated Net Income, Consolidated Net Worth and Consolidated
EBITDA, such acquisition and related financings or other transactions had occurred on the first day
of the period for testing such compliance and, if the consideration provided in connection with
such acquisition exceeds $20,000,000, then the Parent Borrower shall have delivered to the
Administrative Agent an officers’ certificate to such effect, together with all financial
information as required under Section 5.01(c) for the Person or assets to be acquired.



“Permitted Encumbrances” means:



(a) Liens imposed by law for taxes that are not yet due or are being contested in compliance
with Section 5.04;



(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens
imposed by law, arising in the ordinary course of business and securing obligations that (i) are
not overdue by more than 30 days or (ii) are being contested in compliance with Section 5.04;



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



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



(e) judgment liens in respect of judgments that do not constitute an Event of Default under
clause (k) of Article VII (and liens securing bonds or letters of credit posted to bond any such
judgment);



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



(g) with respect to each Mortgaged Property, the liens and other title matters reasonably
acceptable to the Administrative Agent listed on Schedule B to the title policy covering such
Mortgaged Property;



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



“Permitted Investments” means:



(a) direct obligations of, or obligations the principal of and interest on which are
unconditionally guaranteed by, the United States of America (or by any agency thereof);



(b) investments in commercial paper;



(c) investments in certificates of deposit, banker’s acceptances and time deposits issued or
guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic
office of any commercial bank organized under the laws of the United States of America or any State
thereof which has a combined capital and surplus and undivided profits of not less than
$500,000,000;



(d) fully collateralized repurchase agreements with a term of not more than 30 days for
securities described in clause (a) above and entered into with a financial institution satisfying
the criteria described in clause (c) above;



(e) corporate obligations, bank obligations, Yankee bonds, medium-term notes and deposit
notes;



(f) municipal bonds, notes and commercial paper (taxable or tax exempt);



(g) auction rate securities (taxable or tax exempt), variable rate demand notes, puttable
bonds and asset backed securities;



(h) mutual funds investing predominantly in the Permitted Investments listed in subparagraphs
(a) through (g) above; and



(i) with respect to a Foreign Subsidiary, securities issued by any foreign government or any
political subdivision of any foreign government or any public instrumentality thereof in the
jurisdiction of domicile of such Foreign Subsidiary.



; provided that (i) all Permitted Investments with a maturity of less than one year shall
bear at least, from two of the following rating services, a rating of at least A1 by S&P, P1 by
Moody’s and/or F1 by Fitch and (ii) all Permitted Investments with a maturity of one year or more
(other than Permitted Investments referred to in clauses (a) and (i) above) shall bear at least,
from one of the following rating services, a rating of at least A by S&P, A2 by Moody’s and/or A by
Fitch; provided further that at least 90% of the all Permitted Investments at any
time will have a maximum effective maturity of two years or less.



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



“Plan” means a Domestic Plan or a Foreign Plan.



“Pledge Agreement” means each pledge agreement delivered by the Parent Borrower or any
Material Domestic Subsidiary to the Administrative Agent, whereby such Person shall grant to the
Administrative Agent a first-priority Lien on Indebtedness and Capital Stock held by such Person to
secure the Obligations, which pledge agreement shall be substantially in the form of Exhibit D, as
amended, supplemented, restated or otherwise modified from time to time or, in the case of any
pledge agreement with respect to the pledge of any Capital Stock of a first-tier Foreign Subsidiary
which is directly owned by the Parent Borrower or any Material Domestic Subsidiary, shall be in
form and substance reasonably satisfactory to the Administrative Agent and its local counsel.



“Pounds Sterling” or “£” means the lawful money of the United Kingdom.



“Prime Rate” means the rate of interest per annum publicly announced from time to time
by JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal office in New York City;
each change in the Prime Rate shall be effective from and including the date such change is
publicly announced as being effective.



“Receivables Financing Program” means a program under which any of the Consolidated
Entities sell, transfer, encumber or otherwise dispose of accounts receivable and/or related
ancillary rights or assets, or interests therein, without recourse (except for customary
representations and customary non-credit dilution provisions) other than with respect to such
Consolidated Entity’s retained interest in such accounts receivable and/or related ancillary rights
or assets or interests therein, such program to have terms and conditions reasonably acceptable to
the Administrative Agent; provided that the aggregate outstanding attributed principal
amount under such program shall not exceed $75,000,000 at any time.



“Receivables Subsidiary” means any single purpose entity formed and operating solely
in connection with a Receivables Financing Program permitted under this Agreement.



“Recovery Event” means any settlement of or payment in respect of any property or
casualty insurance claim or any condemnation proceeding relating to any asset of any Consolidated
Entity in an amount in excess of $5,000,000.



“Register” has the meaning set forth in Section 10.04(c).



“Regulation D” means Regulation D of the Board as from time to time in effect and all
official rulings and interpretations thereunder or thereof.



“Regulation U” means Regulation U of the Board as from time to time in effect and all
official rulings and interpretations thereunder or thereof.



“Regulation X” means Regulation X of the Board as from time to time in effect and all
official rulings and interpretations thereunder or thereof.



“Reinvestment Deferred Amount” means, with respect to any Reinvestment Event, an
amount equal to 50% of the aggregate Net Cash Proceeds received by any Consolidated Entity in
connection therewith that are not applied to prepay the Term Loans pursuant to Section 2.14(b) as a
result of the delivery of a Reinvestment Notice.



“Reinvestment Event” means any Asset Sale or Recovery Event in respect of which the
Parent Borrower has delivered a Reinvestment Notice.



“Reinvestment Notice” means a written notice executed by a Responsible Officer stating
that no Event of Default has occurred and is continuing and that the Parent Borrower (directly or
indirectly through a Subsidiary) intends and expects to use all or a specified portion of the Net
Cash Proceeds of an Asset Sale or Recovery Event to acquire or repair assets useful in its
business.



“Reinvestment Prepayment Amount” means, with respect to any Reinvestment Event, the
Reinvestment Deferred Amount relating thereto less any amount expended prior to the relevant
Reinvestment Prepayment Date to acquire or repair assets useful in the Parent Borrower’s business.



“Reinvestment Prepayment Date” means, with respect to any Reinvestment Event, the
earlier of (a) the date occurring nine months after such Reinvestment Event and (b) the date on
which the Parent Borrower shall have determined not to, or shall have otherwise ceased to, acquire
or repair assets useful in the Parent Borrower’s business with all or any portion of the relevant
Reinvestment Deferred Amount.



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



“Required Existing Lenders” means, as of the Amendment and Restatement Effective Date,
the Existing Lenders constituting the “Required Lenders” under the Existing Credit Agreement.



“Required Lenders” means, at any time, the holders of more than 50% of (a) until the
Effective Date, the Commitments then in effect and (b) thereafter, the sum of (i) the aggregate
unpaid principal amount of the Term Loans then outstanding and (ii) the total Revolving Commitments
then in effect or, if the Revolving Commitments have been terminated, the total Revolving Credit
Exposures.



“Restricted Payment” means, without duplication, (a) any dividend or other
distribution (whether in cash, securities or other property), or setting aside of property for any
dividend or other distribution, with respect to any Capital Stock of the Parent Borrower, (b) any
payment (whether in cash, securities or other property), or setting aside of property, including
any sinking fund or similar deposit, on account of the purchase, redemption, retirement,
acquisition, cancellation or termination of any (i) Capital Stock of the Parent Borrower or (ii)
Consolidated Subordinated Indebtedness; provided that any such dividends, distributions,
payments or settings aside of property made (x) solely with Capital Stock of the Parent Borrower,
(y) with the proceeds of the issuance by the Parent Borrower of its Capital Stock or (z) in respect
of Consolidated Subordinated Indebtedness, with the proceeds of refinancings thereof permitted
under Section 6.01(b) or Consolidated Subordinated Indebtedness permitted under Section 6.01(f)
shall not constitute Restricted Payments.



“Revolving Commitment” means, with respect to any Revolving Lender, such Revolving
Lender’s Facility A Revolving Commitment, Facility B Revolving Commitment, Facility C Revolving
Commitment and Facility D Revolving Commitment, it being understood that with respect to each
Lender with a Facility A Revolving Commitment and a Facility B Revolving Commitment, (a) the amount
of such Lender’s total Revolving Commitment is equal to such Lender’s Facility A Revolving
Commitment and (b) the amount of such Lender’s Facility B Revolving Commitment is a sublimit within
such Lender’s total Revolving Commitment.



“Revolving Commitment Maturity Date” means October 15, 2009.



“Revolving Commitment Period” means (a) with respect to Revolving Facility A and
Revolving Facility B, the period from and including the Effective Date to but excluding the earlier
of the Revolving Commitment Maturity Date and the date of termination of the Commitments under such
Revolving Facility and (b) with respect to Revolving Facility C and Revolving Facility D, the
period from and including the Amendment and Restatement Effective Date to but excluding the earlier
of the Revolving Commitment Maturity Date and the date of termination of the Commitments under such
Revolving Facility.



“Revolving Credit Exposure” means, with respect to any Lender at any time, the sum of
the outstanding principal amount of such Lender’s (a) Facility A Revolving Credit Exposure, (b)
Facility B Revolving Loans, (c) Facility C Revolving Loans and (d) Facility D Revolving Loans at
such time.



“Revolving Facility” means each of (a) the Facility A Revolving Commitments and the
extensions of credit made thereunder (“Revolving Facility A”), (b) the Facility B Revolving
Commitments and the Facility B Revolving Loans made thereunder (“Revolving Facility B”),
(c) the Facility C Revolving Commitments and Facility C Revolving Loans made thereunder
(“Revolving Facility C”) and (b) the Facility D Revolving Commitments and the Facility D
Revolving Loans made thereunder (“Revolving Facility D”).



“Revolving Lenders” means the Facility A Lenders, the Facility B Lenders, the Facility
C Lenders and the Facility D Lenders.



“Revolving Loans” means the Facility A Revolving Loans, the Facility B Revolving
Loans, the Facility C Revolving Loans and the Facility D Revolving Loans.



“S&P” means Standard & Poor’s Ratings Services.



“Security Agreement” means each security agreement delivered by the Parent Borrower or
any Material Domestic Subsidiary, whereby such Person shall grant to the Administrative Agent a
first-priority Lien on its personal property to secure the Obligations, which security agreement
shall be substantially in the form of Exhibit E, as amended, supplemented, restated or otherwise
modified from time to time.



“Security Documents” means each Guarantee Agreement, each Security Agreement, each
Pledge Agreement, each Mortgage and each other security agreement, document and instrument from
time to time executed and delivered to the Administrative Agent, pursuant to the terms of the Loan
Documents.



“SPC” has the meaning assigned to such term in Section 10.04(h).



“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of
which is the number one and the denominator of which is the number one minus the aggregate of the
maximum reserve percentages (including any marginal, special, emergency or supplemental reserves)
expressed as a decimal established by any Governmental Authority with jurisdiction over the
Administrative Agent or any Lender (including any branch, affiliate or other funding office thereof
making or holding a Loan) for any category of liabilities which includes deposits by reference to
which the Adjusted LIBO Rate in respect of any Borrowing is determined. Such reserve percentages
shall include those imposed pursuant to such Regulation D. Eurocurrency Loans shall be deemed to
constitute eurocurrency funding and to be subject to such reserve requirements without benefit of
or credit for proration, exemptions or offsets that may be available from time to time to any
Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be
adjusted automatically on and as of the effective date of any change in any reserve percentage.



“Subrogation Rights” has the meaning assigned to such term in Article IX.



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



“Subsidiary” means any subsidiary of the Parent Borrower and any subsidiary of the
Parent Borrower created or acquired by the Parent Borrower after the date hereof.



“Subsidiary Borrower Obligations” means the Obligations of each Subsidiary Borrower.



“Subsidiary Borrowers” means the Canadian Subsidiary Borrower and the UK Subsidiary
Borrowers.



“Super-Majority Facility Lenders” means, with respect to any Facility, the holders of
more than 66-2/3 % of the aggregate unpaid principal amount of the Term Loans or the total
Revolving Credit Exposures, as the case may be, outstanding under such Facility (or, in the case of
the Revolving Facility, prior to any termination of the Revolving Commitments, the holders of more
than 66-2/3% of the total Revolving Commitments).



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



“Swingline Lender” means JPMorgan Chase Bank, N.A., in its capacity as lender of
Swingline Loans hereunder.



“Swingline Loan” means a Loan made pursuant to Section 2.07.



“Swingline Loan Maturity Date” means the maturity date requested by the Parent
Borrower in connection with a Swingline Loan (which date shall in no event be later than the
earlier of (a) 30 days after the date of such Borrowing thereof and (b) the Maturity Date).



“Syndication Agent” means Credit Suisse, Cayman Islands Branch.



“Synthetic Lease” means any synthetic lease, tax retention operating lease,
off-balance sheet loan or similar off-balance sheet financing product where such transaction is
considered borrowed money indebtedness for tax purposes but is classified as an operating lease in
accordance with GAAP.



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



“Term Commitment” means, (a) with respect to each Canadian Term Lender, its Canadian
Term Commitment and (b) with respect to each UK Term Lender, its UK Term Commitment.



“Term Facilities” means the Existing Term Facility, the Canadian Term Facility and the
UK Term Facility.



“Term Lenders” means the Existing Term Lenders, the Canadian Term Lenders and the UK
Term Lenders.



“Term Loan Maturity Date” means September 30, 2009.



“Term Loans” means the Existing Term Loans, the Canadian Term Loans and the UK Term
Loans.



“Transactions” means the execution, delivery and performance by each of the Loan
Parties of each of the Loan Documents to which it is a party, the borrowing of Loans, the use of
the proceeds thereof and the issuance of Letters of Credit hereunder.



“Treaty” means the Treaty establishing the European Economic Community, being the
Treaty of Rome of March 25, 1957, as amended by the Single European Act 1987, the Maastricht Treaty
(which was signed at Maastricht on February 7, 1992 and came into force on November 1, 1993), the
Amsterdam Treaty (which was signed at Amsterdam on October 2, 1997 and came into force on May 1,
1999) and the Nice Treaty (which was signed on February 26, 2001), each as amended from time to
time and as referred to in legislative measures of the European Union for the introduction of,
changeover to or operating of the euro in one or more member states.



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



“Unrestricted Loan Party” means the Parent Borrower and each Wholly-Owned Subsidiary
that is a Domestic Subsidiary and a Loan Party.



“UK Subsidiary Borrowers” means CRLPSE and CRLCS, each, a “UK Subsidiary
Borrower”.



“UK Term Commitment” means, with respect to each Lender, the commitment of such Lender
to make a UK Term Loan in an amount not to exceed the amount set forth under the heading “UK Term
Commitment” opposite such Lender’s name on Schedule 2.01. The aggregate amount of the Lenders’ UK
Term Commitments as of the Amendment and Restatement Effective Date is $25,000,000.



“UK Term Facility” means the UK Term Commitments and the UK Term Loans made
thereunder.



“UK Lenders” means the Facility D Revolving Lenders and the UK Term Lenders.



“UK Term Lenders” means the Persons listed on Schedule 2.01 with a UK Term Commitment
and any other Person that shall have become UK Term Lender pursuant to an Assignment and
Acceptance, other than any such Person that ceases to be a party hereto pursuant to an Assignment
and Acceptance.



“UK Term Loan” has the meaning assigned to such term in Section 2.01(b).



“Wholly-Owned Subsidiary” means a Subsidiary all the Capital Stock of which (other
than directors’ qualifying shares) is owned by the Parent Borrower and/or one or more other
Wholly-Owned Subsidiaries.



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



SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement,
Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type
(e.g., a “Eurocurrency Loan”) or by Class and Type (e.g., a “Eurocurrency Revolving
Loan”) or by Revolving Facility (e.g., a “Facility A Revolving Loan”). Borrowings also may
be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by Type
(e.g., a “Eurocurrency Borrowing”) or by Class and Type (e.g., a “Eurocurrency
Revolving Borrowing”) or by Revolving Facility (e.g., a “Facility A Borrowing”).



SECTION 1.03. Terms Generally. The definitions of terms herein shall apply equally to
the singular and plural forms of the terms defined. Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The
word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the
context requires otherwise (a) any definition of or reference to any agreement, instrument or other
document herein shall be construed as referring to such agreement, instrument or other document as
from time to time amended, supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference herein to any Person
shall be construed to include such Person’s successors and assigns, (c) the words “herein”,
“hereof” and “hereunder”, and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all references herein to
Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of,
and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be
construed to have the same meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, securities, accounts and contract rights.



SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly provided herein,
all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in
effect from time to time; provided that, if the Parent Borrower notifies the Administrative
Agent that the Parent Borrower requests an amendment to any provision hereof to eliminate the
effect of any change occurring after the date hereof in GAAP or in the application thereof on the
operation of such provision (or if the Administrative Agent notifies the Parent Borrower that the
Required Lenders request an amendment to any provision hereof for such purpose), regardless of
whether any such notice is given before or after such change in GAAP or in the application thereof,
then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been withdrawn or such
provision amended in accordance herewith.



ARTICLE II




The Credits




SECTION 2.01. Term Commitments. (a) Subject to the terms and conditions set forth
herein, each Canadian Term Lender severally agrees to make a term loan (a “Canadian Term
Loan”) in Canadian dollars to the Canadian Subsidiary Borrower on the Amendment and Restatement
Effective Date in an amount not to exceed the amount of the Canadian Term Commitment of such
Lender. The Canadian Term Loans shall be Eurocurrency Loans.



(b) Subject to the terms and conditions set forth herein, each UK Term Lender severally agrees
to make a term loan (a “UK Term Loan”) in Pounds Sterling to each of the UK Subsidiary
Borrowers on the Amendment and Restatement Effective Date in an aggregate amount not to exceed the
amount of the UK Term Commitment of such Lender. The UK Term Loans shall be Eurocurrency Loans.



SECTION 2.02. Procedure for Term Loan Borrowing. Each Subsidiary Borrower shall give the
Administrative Agent irrevocable notice (which notice must be received by not later than 11:00
a.m., Local Time, three Business Days prior to the Amendment and Restatement Effective Date)
requesting that the Canadian Term Lenders and the UK Term Lenders make the Canadian Term Loans and
UK Term Loans on the Amendment and Restatement Effective Date and specifying the amount to be
borrowed by such Borrower and the initial Interest Periods to be applicable thereto, which, in each
case, shall be a period contemplated by the definition of the term Interest Period. Upon receipt
of such Borrowing Requests the Administrative Agent shall promptly notify each relevant Term Lender
thereof. Not later than 10:00 a.m., New York City time, on the Amendment and Restatement Effective
Date each Canadian Term Lender and UK Term Lender shall make available to the Administrative Agent
at the applicable Funding Office an amount in immediately available funds equal to the Term Loan or
Term Loans to be made by such Lender. The Administrative Agent shall credit the account of the
applicable Borrower on the books of such office of the Administrative Agent with the aggregate of
the amounts made available to the Administrative Agent by the Term Lenders in immediately available
funds.



SECTION 2.03. Repayment of Term Loans. (a) The remaining installments of the
Existing Term Loan of each Existing Term Lender shall mature in 16 consecutive quarterly
installments, each of which shall be in an amount equal to such Lender’s Existing Term Percentage
multiplied by the amount set forth below opposite such installment:



	 	 	 	 	 
	Installment	 	Principal Amount
	December 31, 2005

	 	$	20,000,000	 
	 
	 	 	 	 
	March 31, 2006

	 	$	20,000,000	 
	 
	 	 	 	 
	June 30, 2006

	 	$	20,000,000	 
	 
	 	 	 	 
	September 30, 2006

	 	$	20,000,000	 
	 
	 	 	 	 
	December 31, 2006

	 	$	20,000,000	 
	 
	 	 	 	 
	March 31, 2007

	 	$	20,000,000	 
	 
	 	 	 	 
	June 30, 2007

	 	$	20,000,000	 
	 
	 	 	 	 
	September 30, 2007

	 	$	20,000,000	 
	 
	 	 	 	 
	December 31, 2007

	 	$	20,000,000	 
	 
	 	 	 	 
	March 31, 2008

	 	$	20,000,000	 
	 
	 	 	 	 
	June 30, 2008

	 	$	20,000,000	 
	 
	 	 	 	 
	September 30, 2008

	 	$	20,000,000	 
	 
	 	 	 	 
	December 31, 2008

	 	$	20,000,000	 
	 
	 	 	 	 
	March 31, 2009

	 	$	20,000,000	 
	 
	 	 	 	 
	June 30, 2009

	 	$	20,000,000	 
	 
	 	 	 	 
	September 30, 2009

	 	$	20,000,000	 






(b) The Canadian Term Loan of each Canadian Term Loan Lender and the UK Term Loans of each UK
Term Lender shall be repayable in full on the Term Loan Maturity Date.



SECTION 2.04. Revolving Commitments. (a) Subject to the terms and conditions set
forth herein, each Facility A Revolving Lender agrees to make revolving credit loans (“Facility
A Revolving Loans”) in dollars to the Parent Borrower from time to time during the Revolving
Commitment Period in an aggregate principal amount that will not result in such Lender’s Facility
A/B Revolving Credit Exposure exceeding the amount of such Lender’s Revolving Commitment. Within
the foregoing limits and subject to the terms and conditions set forth herein, the Parent Borrower
may borrow, prepay and reborrow Facility A Revolving Loans.



(b) Subject to the terms and conditions set forth herein, each Facility B Revolving Lender
agrees to make revolving credit loans (“Facility B Revolving Loans”) in euros to the Parent
Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount
at any one time outstanding which (i) does not exceed such Lender’s Facility B Commitment and (ii)
will not result in such Lender’s Facility A/B Revolving Credit Exposure exceeding the amount of
such Lender’s Revolving Commitment. Within the foregoing limits and subject to the terms and
conditions set forth herein, the Parent Borrower may borrow, prepay and reborrow Facility B
Revolving Loans.



(c) Subject to the terms and conditions set forth herein, each Facility C Revolving Lender
agrees to make revolving credit loans (“Facility C Revolving Loans”) in Canadian dollars to
the Canadian Subsidiary Borrower from time to time during the Revolving Commitment Period in an
aggregate principal amount at any one time outstanding which does not exceed such Lender’s Facility
C Commitment. Within the foregoing limits and subject to the terms and conditions set forth
herein, the Canadian Subsidiary Borrower may borrow, prepay and reborrow Facility C Revolving
Loans.



(d) Subject to the terms and conditions set forth herein, each Facility D Revolving Lender
agrees to make revolving credit loans (“Facility D Revolving Loans”) in Pounds Sterling to
CRLPSE from time to time during the Revolving Commitment Period in an aggregate principal amount at
any one time outstanding which does not exceed such Lender’s Facility D Commitment. Within the
foregoing limits and subject to the terms and conditions set forth herein, CRLPSE may borrow,
prepay and reborrow Facility D Revolving Loans.



SECTION 2.05. Revolving Loans and Borrowings. (a) Each Revolving Loan under any
Revolving Facility shall be made as part of a Borrowing consisting of Revolving Loans made by the
Lenders ratably in accordance with their respective Revolving Commitments under such Revolving
Facility. The failure of any Lender to make any Loan required to be made by it shall not relieve
any other Lender of its obligations hereunder; provided that the Revolving Commitments of
the Lenders under each Revolving Facility are several and no Lender shall be responsible for any
other Lender’s failure to make Loans as required.



(b) Subject to Section 2.17, (i) each Facility A Revolving Borrowing shall be comprised
entirely of ABR Loans or Eurocurrency Loans as the Parent Borrower may request in accordance
herewith and (ii) each Facility B Revolving Borrowing, Facility C Revolving Borrowing and Facility
D Revolving Borrowing shall be comprised entirely of Eurocurrency Loans as the applicable Borrower
may request in accordance herewith. Each Swingline Loan shall be an ABR Loan. Each Lender at its
option may make any Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of
such Lender to make such Loan; provided that any exercise of such option shall not affect
the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this
Agreement.



(c) At the commencement of each Interest Period for any Eurocurrency Borrowing, such Borrowing
shall be in an aggregate amount that is not less than (i) $1,000,000 and an integral multiple of
$100,000 in excess thereof in the case of Borrowings denominated in Dollars, (ii) €1,000,000 and an
integral multiple of €100,000 in excess thereof in the case of Borrowings denominated in euros,
(iii) C$500,000 and an integral multiple of C$100,000 in excess thereof in the case of Borrowings
denominated in Canadian Dollars and (iv) £1,000,000 and an integral multiple of £100,000 in excess
thereof in the case of Borrowings denominated in Pounds Sterling. At the time that each ABR
Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is not less than
$500,000; provided that an ABR Revolving Borrowing may be in an aggregate amount that is
equal to the entire unused balance of the total Revolving Commitments or that is required to
finance the reimbursement of an LC Disbursement as contemplated by Section 2.08(e). Each Swingline
Borrowing shall be in an amount that is not less than $100,000. Borrowings of more than one Type
and Class may be outstanding at the same time; provided that there shall not at any time be
more than an aggregate total of (i) ten Facility A or Facility B Eurocurrency Borrowings and
Swingline Borrowings, (ii) five Facility C Eurocurrency Borrowings and (iii) five Facility D
Eurocurrency Borrowings.



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



SECTION 2.06. Requests for Revolving Borrowings. To request a Revolving Borrowing,
the applicable Borrower shall notify the Administrative Agent of such request by telephone (a) in
the case of a Eurocurrency Borrowing, not later than 11:00 a.m., Local Time, three Business Days
before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than
11:00 a.m., New York City time, one Business Day before the date of the proposed Borrowing. Each
such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved
by the Administrative Agent and signed by applicable Borrower. Each such telephonic and written
Borrowing Request shall specify the following information in compliance with Section 2.05:




(i) the aggregate amount of the requested Borrowing;




(ii) the Revolving Facility under which the Borrowing is to be made:




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




(iv) in the case of a Facility A Borrowing, whether such Borrowing is to be an ABR
Borrowing or a Eurocurrency Borrowing;




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




(vi) the location and number of the applicable Borrower’s account to which funds are to
be disbursed, which shall comply with the requirements of Section 2.09.



If no election as to the Type of any Facility A Borrowing is specified, then the requested
Revolving Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to
any requested Eurocurrency Borrowing, then the applicable Borrower shall be deemed to have selected
an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in
accordance with this Section, the Administrative Agent shall advise each Lender of the details
thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.



SECTION 2.07. Swingline Loans. (a) Subject to the terms and conditions set forth
herein, the Swingline Lender agrees to make Swingline Loans in dollars to the Parent Borrower from
time to time during the Revolving Commitment Period, in an aggregate principal amount at any time
outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline
Loans exceeding $10,000,000 or (ii) the total Facility A/B Revolving Credit Exposures exceeding the
total Revolving Commitments; provided that no Swingline Loan shall be made or requested to
refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and
conditions set forth herein, the Parent Borrower may borrow, prepay and reborrow Swingline Loans.



(b) To request a Swingline Loan, the Parent Borrower shall notify the Administrative Agent of
such request by telephone (confirmed by telecopy), not later than 2:00 p.m., New York City time, on
the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the
requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The
Administrative Agent will promptly advise the Swingline Lender of any such notice received from the
Parent Borrower. The Swingline Lender shall make each Swingline Loan available to the Parent
Borrower by means of a credit to the general deposit account of the Parent Borrower with the
Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC
Disbursement as provided in Section 2.08(e), by remittance to the Issuing Bank) by 3:00 p.m., New
York City time, on the requested date of such Swingline Loan.



(c) The Swingline Lender may by written notice given to the Administrative Agent not later
than 10:00 a.m., New York City time, on any Business Day require the Facility A Revolving Lenders
to acquire participations on such Business Day in all or a portion of the Swingline Loans
outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Facility A
Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent
will give notice thereof to each Facility A Revolving Lender, specifying in such notice such
Lender’s Facility A Revolving Commitment Percentage of such Swingline Loan or Loans. Each Facility
A Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided
above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s
Facility A Revolving Commitment Percentage of such Swingline Loan or Loans. Each Facility A
Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline
Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including the occurrence and continuance of a Default or reduction or
termination of the Commitments, and that each such payment shall be made without any offset,
abatement, withholding or reduction whatsoever. Each Facility A Revolving Lender shall comply with
its obligation under this paragraph by wire transfer of immediately available funds, in the same
manner as provided in Section 2.09 with respect to Loans made by such Lender (and Section 2.09
shall apply, mutatis mutandis, to the payment obligations of the Facility A
Revolving Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the
amounts so received by it from the Facility A Revolving Lenders. The Administrative Agent shall
notify the Parent Borrower of any participations in any Swingline Loan acquired pursuant to this
paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the
Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender
from the Parent Borrower (or other party on behalf of the Parent Borrower) in respect of a
Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations
therein shall be promptly remitted to the Administrative Agent; any such amounts received by the
Administrative Agent shall be promptly remitted by the Administrative Agent to the Facility A
Revolving Lenders that shall have made their payments pursuant to this paragraph and to the
Swingline Lender, as their interests may appear. The purchase of participations in a Swingline
Loan pursuant to this paragraph shall not relieve the Parent Borrower of any default in the payment
thereof.



SECTION 2.08. Letters of Credit. (a) General. Subject to the terms and
conditions set forth herein, the Parent Borrower may request the issuance of Letters of Credit
denominated in dollars for its own account, in a form reasonably acceptable to the Administrative
Agent and the Issuing Bank, at any time and from time to time during the Revolving Commitment
Period. In the event of any inconsistency between the terms and conditions of this Agreement and
the terms and conditions of any form of letter of credit application or other agreement submitted
by the Parent Borrower to, or entered into by the Parent Borrower with, the Issuing Bank relating
to any Letter of Credit, the terms and conditions of this Agreement shall control.



(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request
the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter
of Credit), the Parent Borrower shall hand deliver or telecopy (or transmit by electronic
communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing
Bank and the Administrative Agent (reasonably in advance of the requested date of issuance,
amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or
identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of
issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such
Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount
of such Letter of Credit, the name and address of the beneficiary thereof and such other
information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If
requested by the Issuing Bank, the Parent Borrower also shall submit a letter of credit application
on the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A
Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance,
amendment, renewal or extension of each Letter of Credit the Parent Borrower shall be deemed to
represent and warrant that), after giving effect to such issuance, amendment, renewal or extension
(i) the LC Exposure shall not exceed $20,000,000 and (ii) the total Facility A/B Revolving Credit
Exposures shall not exceed the total Facility A Revolving Commitments.



(c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of
business on the earlier of (i) the date not later than one year after the date of the issuance of
such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such
renewal or extension) and (ii) the date that is five Business Days prior to the Revolving
Commitment Maturity Date.



(d) Participations. By the issuance of a Letter of Credit (or an amendment to a
Letter of Credit increasing the amount thereof) and without any further action on the part of the
Issuing Bank or the Facility A Revolving Lenders, the Issuing Bank hereby grants to each Facility A
Revolving Lender, and each Facility A Revolving Lender hereby acquires from the Issuing Bank, a
participation in such Letter of Credit equal to such Lender’s Facility A Revolving Commitment
Percentage of the aggregate amount available to be drawn under such Letter of Credit. In
consideration and in furtherance of the foregoing, each Facility A Revolving Lender hereby
absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the
Issuing Bank, such Lender’s Facility A Revolving Commitment Percentage of each LC Disbursement made
by the Issuing Bank and not reimbursed by the Parent Borrower on the date due as provided in
paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the
Parent Borrower for any reason. Each Facility A Revolving Lender acknowledges and agrees that its
obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is
absolute and unconditional and shall not be affected by any circumstance whatsoever, including any
amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a
Default or reduction or termination of the Revolving Commitments, and that each such payment shall
be made without any offset, abatement, withholding or reduction whatsoever.



(e) Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a
Letter of Credit, the Parent Borrower shall reimburse such LC Disbursement by paying to the
Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York
City time, on the date that such LC Disbursement is made, if the Parent Borrower shall have
received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or,
if such notice has not been received by the Parent Borrower prior to such time on such date, then
not later than 12:00 noon, New York City time, on the Business Day immediately following the day
that the Parent Borrower receives such notice, if such notice is not received prior to such time on
the day of receipt; provided that the Parent Borrower may, subject to the conditions to
borrowing set forth herein, request in accordance with Section 2.06 or 2.07 that such payment be
financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the
extent so financed, the Parent Borrower’s obligation to make such payment shall be discharged and
replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Parent Borrower fails
to make such payment when due, the Administrative Agent shall notify each Facility A Revolving
Lender of the applicable LC Disbursement, the payment then due from the Parent Borrower in respect
thereof and such Lender’s Facility A Revolving Commitment Percentage thereof. Promptly following
receipt of such notice, each Facility A Revolving Lender shall pay to the Administrative Agent its
Facility A Revolving Commitment Percentage of the payment then due from the Parent Borrower, in the
same manner as provided in Section 2.09 with respect to Loans made by such Lender (and Section 2.09
shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the
Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the
Lenders. Promptly following receipt by the Administrative Agent of any payment from the Parent
Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the
Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to
reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may
appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Bank for
any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as
contemplated above) shall not constitute a Loan and shall not relieve the Parent Borrower of its
obligation to reimburse such LC Disbursement.



(f) Obligations Absolute. The Parent Borrower’s obligation to reimburse LC
Disbursements as provided in paragraph (e) of this Section shall be absolute, unconditional and
irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under
any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability
of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or
other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in
any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by
the Issuing Bank under a Letter of Credit against presentation of a draft or other document that
does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of
this Section, constitute a legal or equitable discharge of, or provide a right of setoff against,
the Parent Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor the
Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by
reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or
failure to make any payment thereunder (irrespective of any of the circumstances referred to in the
preceding sentence), or any error, omission, interruption, loss or delay in transmission or
delivery of any draft, notice or other communication under or relating to any Letter of Credit
(including any document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of the Issuing Bank;
provided that the foregoing (including the first sentence of this paragraph (f)) shall not
be construed to excuse the Issuing Bank from liability to the Parent Borrower to the extent of any
direct damages (as opposed to consequential damages, claims in respect of which are hereby waived
by the Parent Borrower to the extent permitted by applicable law) suffered by the Parent Borrower
that are caused by the Issuing Bank’s failure to exercise care when determining whether drafts and
other documents presented under a Letter of Credit comply with the terms thereof. The parties
hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part
of the Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank
shall be deemed to have exercised care in each such determination. In furtherance of the foregoing
and without limiting the generality thereof, the parties agree that, with respect to documents
presented which appear on their face to be in substantial compliance with the terms of a Letter of
Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such
documents without responsibility for further investigation, regardless of any notice or information
to the contrary, or refuse to accept and make payment upon such documents if such documents are not
in strict compliance with the terms of such Letter of Credit.



(g) Disbursement Procedures. The Issuing Bank shall, promptly following its receipt
thereof, examine all documents purporting to represent a demand for payment under a Letter of
Credit. The Issuing Bank shall promptly notify the Administrative Agent and the Parent Borrower by
telephone (confirmed by telecopy) of such demand for payment and whether the Issuing Bank has made
or will make an LC Disbursement thereunder; provided that any failure to give or delay in
giving such notice shall not relieve the Parent Borrower of its obligation to reimburse the Issuing
Bank and the Facility A Revolving Lenders with respect to any such LC Disbursement.



(h) Interim Interest. If the Issuing Bank shall make any LC Disbursement, then,
unless the Parent Borrower shall reimburse such LC Disbursement in full on the date repayment of
such LC Disbursement is due in accordance with Section 2.08(e), the unpaid amount thereof shall
bear interest, for each day from and including the date such LC Disbursement is due to but
excluding the date that the Parent Borrower reimburses such LC Disbursement, at the rate per annum
then applicable to ABR Revolving Loans. Interest accrued pursuant to this paragraph shall be for
the account of the Issuing Bank, except that interest accrued on and after the date of payment by
any Lender pursuant to paragraph (e) of this Section to reimburse the Issuing Bank shall be for the
account of such Lender to the extent of such payment.



(i) Replacement of the Issuing Bank. The Issuing Bank may be replaced at any time by
written agreement among the Parent Borrower, the Administrative Agent, the replaced Issuing Bank
and the successor Issuing Bank. The Administrative Agent shall notify the Facility A Revolving
Lenders of any such replacement of the Issuing Bank. At the time any such replacement shall become
effective, the Parent Borrower shall pay all unpaid fees accrued for the account of the replaced
Issuing Bank pursuant to Section 2.11(b). From and after the effective date of any such
replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the
Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and
(ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to
any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context
shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall
remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank
under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but
shall not be required to issue additional Letters of Credit.



(j) Cash Collateralization. If any Event of Default shall occur and be continuing, on
the Business Day that the Parent Borrower receives notice from the Administrative Agent or the
Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposure
representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral
pursuant to this paragraph, the Parent Borrower shall deposit in an account with the Administrative
Agent, in the name of the Administrative Agent and for the benefit of the Facility A Revolving
Lenders, an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid
interest thereon; provided that the obligation to deposit such cash collateral shall become
effective immediately, and such deposit shall become immediately due and payable, without demand or
other notice of any kind, upon the occurrence of any Event of Default with respect to the Parent
Borrower described in clause (h) or (i) of Article VII. Such deposit shall be held by the
Administrative Agent as collateral for the payment and performance of the Obligations with respect
to Letters of Credit under this Agreement. The Administrative Agent shall have exclusive dominion
and control, including the exclusive right of withdrawal, over such account. Other than any
interest earned on the investment of such deposits, which investments shall be made at the option
and sole discretion of the Administrative Agent and at the Parent Borrower’s risk and expense, such
deposits shall not bear interest. Interest or profits, if any, on such investments shall
accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to
reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the
extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the
Parent Borrower for the LC Exposure at such time or, if the maturity of the Loans has been
accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 50%
of the total LC Exposure), be applied to satisfy other obligations of the Parent Borrower under
this Agreement. If the Parent Borrower is required to provide an amount of cash collateral
hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not
applied as aforesaid), together with any interest amount thereon, shall be returned to the Parent
Borrower within three Business Days after all Events of Default have been cured or waived.



(k) Transition of Existing Letters of Credit.




(i) Upon the Amendment and Restatement Effective Date, all Existing Letters of Credit
shall be deemed to have ceased to be outstanding under the Existing Credit Agreement and
shall be deemed instead to have been issued under this Agreement on the Amendment and
Restatement Effective Date and to be outstanding under this Agreement.




(ii) The Parent Borrower represents and warrants to the Administrative Agent, the
Issuing Bank and the Lenders that Schedule 2.08 to this Agreement sets forth a true and
complete listing of all Existing Letters of Credit.



SECTION 2.09. Funding of Borrowings. (a) Each Lender shall make each Loan to be made
by it hereunder on the proposed date thereof by wire transfer of immediately available funds by
12:00 noon, Local Time, to the account of the Administrative Agent most recently designated by it
for such purpose by notice to the Lenders; provided that Swingline Loans shall be made as
provided in Section 2.07. The Administrative Agent will make such Loans available to the
applicable Borrower by promptly crediting the amounts so received, in like funds, to an account of
the applicable Borrower maintained with the Administrative Agent or as otherwise designated by the
applicable Borrower in the applicable Borrowing Request; provided that ABR Revolving Loans
made to finance the reimbursement of an LC Disbursement as provided in Section 2.08(e) shall be
remitted by the Administrative Agent to the Issuing Bank.



(b) Unless the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing that such Lender will not make available to the Administrative Agent
such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has
made such share available on such date in accordance with paragraph (a) of this Section and may, in
reliance upon such assumption, make available to the applicable Borrower a corresponding amount.
In such event, if a Lender has not in fact made its share of the applicable Borrowing available to
the Administrative Agent, then the applicable Lender and the applicable Borrower severally agree to
pay to the Administrative Agent forthwith on demand such corresponding amount with interest
thereon, for each day from and including the date such amount is made available to the applicable
Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of
such Lender, the lesser of the Federal Funds Effective Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in
the case of such Borrower, the interest rate applicable to the relevant Borrowing. If any such
amount required to be paid by any Lender is not in fact made available to the Administrative Agent
within three Business Days following the date upon which such Lender receives notice from the
Administrative Agent, the Administrative Agent shall be entitled to recover from such Lender, on
demand, such amount with interest thereon calculated from such due date at the rate set forth in
the preceding sentence plus 3%. If such Lender pays such amount to the Administrative Agent, then
such amount shall constitute such Lender’s Loan included in such Borrowing.



SECTION 2.10. Interest Elections. (a) Each Borrowing initially shall be of the Type
specified in the applicable Borrowing Request and, in the case of a Eurocurrency Borrowing, shall
have an initial Interest Period as specified in such Borrowing Request. Thereafter, (i) the
applicable Borrower may elect to continue any Eurocurrency Borrowing by electing successive
Interest Periods therefore and (ii) the Parent Borrower may elect to convert any Borrowing
denominated in dollars to a different Type, all as provided in this Section. The applicable
Borrower may elect different options with respect to different portions of the affected Borrowing,
in which case each such portion shall be allocated ratably among the Lenders holding the Loans
comprising such Borrowing, and the Loans comprising each such portion shall be considered a
separate Borrowing. This Section shall not apply to Swingline Borrowings, which may not be
converted or continued.



(b) To make an election pursuant to this Section, the applicable Borrower shall notify the
Administrative Agent of such election by telephone by the time that a Borrowing Request would be
required under Section 2.02 or 2.06, as the case may be, if such Borrower were requesting a
Borrowing of the Type resulting from such election to be made on the effective date of such
election. Each such telephonic Interest Election Request shall be irrevocable and shall be
confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest
Election Request in a form approved by the Administrative Agent and signed by the applicable
Borrower.



(c) Each telephonic and written Interest Election Request shall specify the following
information (and in the case of Revolving Borrowings, in compliance with Section 2.05):




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




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




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




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



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



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



(e) If the Parent Borrower fails to deliver a timely Interest Election Request with respect to
a Eurocurrency Borrowing denominated in dollars prior to the end of the Interest Period applicable
thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest
Period such Borrowing shall be converted to an ABR Borrowing. If the applicable Borrower fails to
deliver a timely Interest Election Request with respect to a Borrowing denominated in any Available
Foreign Currency prior to the end of the Interest Period applicable thereto, then, unless such
Borrowing is repaid as provided herein, at the end of such Interest Period the applicable Borrower
shall be deemed to have elected to continue such Borrowing with an Interest Period of one month’s
duration. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and
is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the
Borrower, then, so long as an Event of Default is continuing (i) no outstanding Revolving Borrowing
may be converted to or continued as a Eurocurrency Borrowing, (ii) unless repaid, each Eurocurrency
Borrowing denominated in dollars shall be converted to an ABR Borrowing at the end of the Interest
Period applicable thereto and (iii) each Eurocurrency Borrowing denominated in any Available
Foreign Currency shall be due and payable on the last day of the Interest Period applicable
thereto.



SECTION 2.11. Termination and Reduction of Commitments. (a) Unless previously
terminated, the Revolving Commitments shall terminate on the Revolving Commitment Maturity Date.



(b) The Parent Borrower may at any time terminate, or from time to time reduce, the Revolving
Commitments under any Revolving Facility; provided that (i) each reduction of the Revolving
Commitments under any Revolving Facility shall be in an amount that is an integral multiple of
$100,000 and not less than $1,000,000 and (ii) the Parent Borrower shall not terminate or reduce
the Revolving Commitments under a Revolving Facility if, after giving effect to any concurrent
prepayment of the Loans in accordance with Section 2.13, (i) the Facility A/B Revolving Credit
Exposures would exceed the total Facility A Revolving Commitments, (ii) the Facility C Revolving
Loans would exceed the total Facility C Revolving Commitments or (iii) the Facility D Revolving
Loans would exceed the total Facility D Revolving Commitments.



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



SECTION 2.12. Repayment of Revolving Loans; Evidence of Debt. (a) Each Borrower
hereby unconditionally promises to pay on the Revolving Commitment Maturity Date to the
Administrative Agent for the account of each Lender the then unpaid principal amount of each
Revolving Loan made to such Borrower. The Parent Borrower hereby unconditionally promises to pay
to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the Swingline
Loan Maturity Date; provided that on each date that a Facility A Revolving Borrowing is
made, the Parent Borrower shall repay all Swingline Loans then outstanding.



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



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



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



SECTION 2.13. Optional Prepayments. (a) Subject to Section 2.19, each Borrower shall
have the right at any time and from time to time to prepay any Borrowing in whole or in part,
subject to prior notice in accordance with paragraph (b) of this Section.



(b) The applicable Borrower shall notify the Administrative Agent (and, in the case of
prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any
prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing, not later than
11:00 a.m., Local Time, three Business Days before the date of prepayment, (ii) in the case of
prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one
Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan,
not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall
be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or
portion thereof to be prepaid; provided that, if a notice of prepayment is given in
connection with a conditional notice of termination of the Revolving Commitments as contemplated by
Section 2.11, then such notice of prepayment may be revoked if such notice of termination is
revoked in accordance with Section 2.11. Promptly following receipt of any such notice relating to
a Revolving Borrowing, the Administrative Agent shall advise the Revolving Lenders of the contents
thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be
permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in
Section 2.05. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans
included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the
extent required by Section 2.16.



SECTION 2.14. Mandatory Prepayments. (a) If any Capital Stock or Indebtedness
shall be issued or incurred by any Consolidated Entity, an amount equal to 50% of the Net Cash
Proceeds, in the case of an issuance of Capital Stock (other than (i) to another Consolidated
Entity, (ii) as permitted under Section 6.03, (iii) pursuant to employee and director compensation
plans or (iv) otherwise for Net Cash Proceeds in an aggregate amount up to $10,000,000), and 100%
of the Net Cash Proceeds, in the case of an issuance or incurrence of Indebtedness (other than as
permitted under Section 6.01), shall be applied on the date of such issuance or incurrence toward
the prepayment of the Term Loans as set forth in Section 2.14(e); provided that no
prepayment shall be required to be made pursuant to this subsection (a) if the Leverage Ratio on
the last the day of the fiscal quarter most recently ended is 2.00 to 1.00 or less.



(b) If on any date any Consolidated Entity shall receive Net Cash Proceeds from any Asset Sale
or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, an
amount equal to 50% of such Net Cash Proceeds shall be applied on such date toward the prepayment
of the Term Loans as set forth in Section 2.14(e); provided, that, notwithstanding the
foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment
Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of
the Term Loans.



(c) If, for any fiscal year of the Parent Borrower and its Domestic Subsidiaries
commencing with the fiscal year ending December 24, 2005 there shall be Excess Domestic Cash Flow,
the Parent Borrower shall, on the relevant Excess Domestic Cash Flow Application Date, apply the
EDCF Percentage of such Excess Domestic Cash Flow toward the prepayment of the Term Loans as set
forth in Section 2.14(e). Each such prepayment shall be made on a date (an “Excess Domestic
Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which
the financial statements of the Consolidated Entities referred to in Section 5.01(a) for the fiscal
year with respect to which such prepayment is made, are required to be delivered to the Lenders and
(ii) the date such financial statements are actually delivered.



(d) If on any date any Consolidated Entity shall receive Net Cash Proceeds in connection with
any Receivables Financing Program then such Net Cash Proceeds shall be applied on such date toward
the prepayment of the Term Loans as set forth in Section 2.14(e).



(e) Amounts to be applied in connection with prepayments made pursuant to this Section 2.14
shall be applied, first, to the prepayment of the Existing Term Loans and, second
to the prepayment of the Canadian Term Loans and the UK Term Loans ratably according to the
respective outstanding amounts thereof, in each case to the remaining installments thereof as
directed by the Parent Borrower and in accordance with Section 2.21(b). Prepayments shall be made,
first, to ABR Loans and, second, to Eurocurrency Loans, in the case of the Existing
Term Loans, and in each case, together with accrued interest to the date of such prepayment on the
amount prepaid and the principal amount of Term Loans and accrued interest thereon to be paid by
the applicable Borrower pursuant to any such prepayment shall not exceed in the aggregate the
applicable portion of Net Cash Proceeds or Excess Domestic Cash Flow, as the case may be, with
respect to such prepayment.



SECTION 2.15. Fees. (a) The Parent Borrower agrees to pay to the Administrative
Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable Rate on
the average daily unused amount of the Revolving Commitment of such Lender during the period from
and including the Effective Date to but excluding the date on which such Revolving Commitment
terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June,
September and December of each year and on the date on which the Revolving Commitments terminate,
commencing on the first such date to occur after the date hereof. All commitment fees shall be
computed on the basis of a year of 360 days and shall be payable for the actual number of days
elapsed (including the first day but excluding the last day). For purposes of this Section
2.15(a), the unused amount of the Revolving Commitment of any Revolving Lender shall be deemed to
be the excess of (i) the aggregate Revolving Commitment of such Lender over (ii) the aggregate
Revolving Credit Exposure of such Lender (exclusive of Swingline Exposure).



(b) The Parent Borrower agrees to pay (i) to the Administrative Agent for the account of each
Revolving Lender a participation fee with respect to its participations in Letters of Credit, which
shall accrue at the same Applicable Rate as interest on Eurocurrency Loans on the average daily
amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC
Disbursements) during the period from and including the Amendment and Restatement Effective Date to
but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the
date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting
fee, which shall accrue at the rate or rates per annum separately agreed upon between the Parent
Borrower and the Issuing Bank on the average daily amount of the LC Exposure (excluding any portion
thereof attributable to unreimbursed LC Disbursements) during the period from and including the
Effective Date to but excluding the later of the date of termination of the Revolving Commitments
and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard
fees with respect to the issuance, administration, amendment, payment, negotiation, renewal or
extension of any Letter of Credit or processing of drawings thereunder. Participation fees and
fronting fees accrued through and including the last day of March, June, September and December of
each year shall be payable on the third Business Day following such last day, commencing on the
first such date to occur after the Effective Date; provided that all such fees shall be
payable on the date on which the Revolving Commitments terminate and any such fees accruing after
the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees
payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after
demand. All participation fees and fronting fees shall be computed on the basis of a year of 360
days and shall be payable for the actual number of days elapsed (including the first day but
excluding the last day).



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



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



SECTION 2.16. Interest. (a) The Loans comprising each ABR Borrowing (including each
Swingline Loan) shall bear interest at the Alternate Base Rate.



(b) The Loans comprising each Eurocurrency Borrowing shall bear interest at the Adjusted LIBO
Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.



(c) Notwithstanding the foregoing, immediately upon the occurrence of an Event of Default
under Article VII(a), (b), (h) or (i), and in all other cases at the option of the Required Lenders
which may be exercised following the occurrence of any other Event of Default, the Loans (and, to
the extent permitted by law, overdue interest, fees and other amounts) shall bear interest, after
as well as before judgment, at a rate per annum equal to (i) in the case of principal of any Loan,
2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this
Section and (ii) in the case of overdue interest, fees and other amounts, 2% plus the rate
applicable to ABR Loans as provided in paragraph (a) of this Section.



(d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date
for such Loan and, in the case of Revolving Loans, upon termination of the Commitments;
provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be
payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a
prepayment of an ABR Revolving Loan prior to the end of the Revolving Commitment Period), accrued
interest on the principal amount repaid or prepaid shall be payable on the date of such repayment
or prepayment and (iii) in the event of any conversion of any Eurocurrency Loan prior to the end of
the current Interest Period therefor, accrued interest on such Loan shall be payable on the
effective date of such conversion.



(e) All interest hereunder shall be computed on the basis of a year of 360 days, except that
interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is
based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap
year), and in each case shall be payable for the actual number of days elapsed (including the first
day but excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO
Rate shall be determined by the Administrative Agent, and such determination shall be conclusive
absent manifest error.



SECTION 2.17. Alternate Rate of Interest. If prior to the commencement of any
Interest Period for a Eurocurrency Borrowing:



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



(b) the Administrative Agent is advised by the Majority Facility Lenders that the Adjusted
LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly
reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan)
included in such Borrowing for such Interest Period;



then the Administrative Agent shall give notice thereof to the Parent Borrower and the Lenders by
telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent
notifies the Parent Borrower and the Lenders that the circumstances giving rise to such notice no
longer exist, (i) any Interest Election Request that requests the conversion of any Revolving
Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Borrowing shall be
ineffective and (ii) (A) if any Borrowing Request requests a Eurocurrency Borrowing denominated in
dollars, such Borrowing shall be made as an ABR Borrowing and (B) no new Eurocurrency Borrowings
denominated in any Available Foreign Currency shall be permitted; provided that
continuations of Eurocurrency Borrowings denominated in any Available Foreign Currency shall be
permitted using an Adjusted LIBO Rate or LIBO Rate, as applicable, reasonably determined by the
Administrative Agent.



SECTION 2.18. Increased Costs. (a) If any Change in Law shall:




(i) impose, modify or deem applicable any reserve, special deposit or similar
requirement against assets of, deposits with or for the account of, or credit extended by,
any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or the
Issuing Bank; or




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



and the result of any of the foregoing shall be to increase the cost to such Lender of making or
maintaining any Loan (or of maintaining its obligation to make any Loan) or to increase the cost to
such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or
to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder
(whether of principal, interest or otherwise), then the applicable Borrower will pay to such Lender
or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such
Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction
suffered. Nothing in this Section 2.18(a) shall override the provisions of Section 2.20.



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



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



(d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Bank’s right
to demand such compensation; provided that the Borrowers shall not be required to
compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs or
reductions incurred more than 270 days prior to the date that such Lender or the Issuing Bank, as
the case may be, notifies the Parent Borrower of the Change in Law giving rise to such increased
costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation
therefor; provided further that, if the Change in Law giving rise to such increased
costs or reductions is retroactive, then the 270-day period referred to above shall be extended to
include the period of retroactive effect thereof.



SECTION 2.19. Break Funding Payments. In the event of (a) the payment of any
principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable
thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan
other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow any
Eurocurrency Loan, continue as a Eurocurrency Loan or prepay any Eurocurrency Revolving Loan on the
date specified in any notice delivered pursuant hereto (regardless of whether such notice may be
revoked under Section 2.13(b) and is revoked in accordance therewith) or (d) the assignment of any
Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result
of a request by the Parent Borrower pursuant to Section 2.22, then, in any such event, the
applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to
such event. Such loss, cost or expense to any Lender shall be deemed to include an amount
determined by such Lender to be the excess, if any, of (i) the amount of interest which would have
accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate
that would have been applicable to such Loan, for the period from the date of such event to the
last day of the then current Interest Period therefor (or, in the case of a failure to borrow,
convert or continue, for the period that would have been the Interest Period for such Loan), over
(ii) the amount of interest which would accrue on such principal amount for such period at the
interest rate which such Lender would bid were it to bid, at the commencement of such period, for
dollar deposits of a comparable amount and period from other banks in the Eurocurrency market. A
certificate of any Lender setting forth any amount or amounts that such Lender is entitled to
receive pursuant to this Section shall be delivered to the Parent Borrower and shall be conclusive
absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on
any such certificate within 10 days after receipt thereof.



SECTION 2.20. Taxes. (a) Any and all payments by or on account of any Obligation
shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes;
provided that if any Loan Party shall be required to deduct any Indemnified Taxes or Other
Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after
making all required deductions (including deductions applicable to additional sums payable under
this Section) the Administrative Agent, a Lender or Issuing Bank (as the case may be) receives an
amount equal to the sum it would have received had no such deductions been made, (ii) such Loan
Party shall make such deductions and (iii) such Loan Party shall pay the full amount deducted to
the relevant Governmental Authority in accordance with applicable law.



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



(c) Each Loan Party shall indemnify the Administrative Agent, each Lender and the Issuing
Bank, within 30 days after written demand therefor, for the full amount of any Indemnified Taxes or
Other Taxes paid by the Administrative Agent, such Lender or the Issuing Bank, as the case may be,
on or with respect to any payment by or on account of any Obligation (including Indemnified Taxes
or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.20)
and any penalties, interest and reasonable expenses arising therefrom or with respect thereto,
whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority; provided, however, that such Loan Party
shall not be obligated to make payment to the Administrative Agent, any Lender or the Issuing Bank
pursuant to this Section 2.20 in respect of penalties, interest or other liabilities attributable
to any Indemnified Taxes or Other Taxes, if (i) written demand for such payment has not been made
by the Administrative Agent, Lender or Issuing Bank within 90 days from the date on which such
party knew of the imposition of Indemnified Taxes or Other Taxes by the relevant Governmental
Authority or (ii) such penalties, interest or other liabilities are attributable to the gross
negligence or willful misconduct of the Administrative Agent, Lender or Issuing Bank, as the case
may be. After the Administrative Agent, Lender or the Issuing Bank learns of the imposition of
Indemnified Taxes or Other Taxes, such party will act in good faith to promptly notify the
applicable Loan Party of its obligations hereunder. A certificate as to the amount of such payment
or liability delivered to the applicable Loan Party by a Lender or the Issuing Bank, or by the
Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Bank, shall be
conclusive absent manifest error.



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



(e) If the Administrative Agent, any Lender or the Issuing Bank shall become aware that it is
entitled to receive a refund from a relevant Governmental Authority in respect of Indemnified Taxes
or Other Taxes as to which it has been indemnified by a Loan Party pursuant to this Section 2.20,
it shall promptly notify such Loan Party of the availability of such refund and shall, within 90
days after receipt of a request by such Loan Party (whether as a result of notification that it has
made to such Loan Party or otherwise), make a claim to such Governmental Authority for such refund
at such Loan Party’s expense. If the Administrative Agent, any Lender or the Issuing Bank receives
a refund in respect of any Indemnified Taxes or Other Taxes as to which it has been indemnified by
a Loan Party pursuant to this Section 2.20, or with respect to which a Loan Party has paid
additional amounts pursuant to this Section 2.20, it shall promptly notify such Loan Party of such
refund and shall within 90 days from the date of receipt of such refund pay over the amount of such
refund (including any interest paid or credited by the relevant Governmental Authority with respect
to such refund) to such Loan Party (but only to the extent of indemnity payments made, or
additional amounts paid, by such Loan Party under this Section 2.20 with respect to the Indemnified
Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the
Administrative Agent, Lender or the Issuing Bank; provided, however, that such Loan
Party, upon the request of such party, agrees to repay the amount paid over to such Loan Party
(plus penalties, interest or other charges due to the appropriate Governmental Authority in
connection therewith) to such party in the event such party is required to repay such refund to
such Governmental Authority. Nothing in this Section 2.20(e) shall require any Lender to make
available its tax returns or any other information relating to its taxes that it deems to be
confidential.



(f) If any Loan Party determines in good faith that a reasonable basis exists for contesting
the imposition of Taxes with respect to a Lender, the Administrative Agent or the Issuing Bank, the
relevant Lender, the Administrative Agent or the Issuing Bank, as the case may be, shall cooperate
with such Loan Party in challenging such Taxes at such Loan Party’s expense if requested by such
Loan Party.



(g) The Administrative Agent, any Lender and the Issuing Bank shall use reasonable efforts to
comply timely with any certification, identification, information, documentation or other reporting
requirements if such compliance is required by law, regulation, administrative practice or an
applicable treaty as a precondition to exemption from, or reduction in the rate of, deduction or
withholding of any Indemnified Taxes or Other Taxes for which any Loan Party is required to pay any
additional amounts payable to or for the account of the Administrative Agent, any Lender and the
Issuing Bank pursuant to this Section 2.20; provided that complying with such requirements
would not be materially more onerous (in form, in procedure or in the substance of information
disclosed) to the Administrative Agent, any Lender and the Issuing Bank than complying with the
comparable information or other reporting requirements imposed under U.S. tax law, regulations and
administrative practice.



(h) Each Foreign Lender, before it signs and delivers this Agreement (in the case of each
Foreign Lender listed on the signature pages hereof) or becomes a Lender (in the case of each other
Foreign Lender), and from time to time thereafter, before the date any such form expires or becomes
obsolete or invalid, shall provide the Parent Borrower and the Administrative Agent with Internal
Revenue Service form W-8BEN or W-8ECI in duplicate, as appropriate, or any successor form
prescribed by the Internal Revenue Service, certifying that such Lender is entitled to benefits
under an income tax treaty to which the United States is a party that exempts the Lender from U.S.
withholding tax or reduces the rate of withholding tax on payments of interest for the account of
such Lender or certifying that the income receivable pursuant to this Agreement is effectively
connected with the conduct of such Lender’s trade or business in the United States and exempt from
U.S. withholding tax.



(i) For any period with respect to which a Foreign Lender has failed to provide the Parent
Borrower or the Administrative Agent with the appropriate form as required by Section 2.20(g) or
(h) (whether or not such Lender is lawfully able to do so, unless such failure is due to a change
in treaty, law or regulation occurring subsequent to the date on which such form originally was
required to be provided), such Lender shall not be entitled to indemnification under Section
2.20(a) or (b) with respect to Indemnified Taxes; provided that if a Foreign Lender,
otherwise exempt from or subject to a reduced rate of withholding tax, becomes subject to U.S.
withholding taxes because of its failure to deliver a form required hereunder, the applicable Loan
Party shall take such steps as such Lender shall reasonably request to assist such Lender to
recover such taxes at the Lender’s expense.



(j) Each Lender which has agreed to make Loans to any Subsidiary Borrower that is not
incorporated or organized under the laws of the jurisdiction under which such Subsidiary Borrower
is incorporated or organized or is not a resident for taxation purposes of such Subsidiary
Borrower’s country of tax residence, shall upon written request by such Subsidiary Borrower,
deliver to such Subsidiary Borrower or the applicable Governmental Authority any form or
certificate required in order that any payment by such Subsidiary Borrower under this Agreement to
such Lender may be made free and clear of, and without deduction or withholding for or on account
of any tax (or to allow any such deduction or withholding to be at a reduced rate) imposed on such
payment under the laws of the jurisdiction under which such Subsidiary Borrower is incorporated or
organized or is otherwise a resident for taxation purposes.



SECTION 2.21. Payments Generally; Pro Rata Treatment; Sharing of Set-offs. (a) Each
Loan Party shall make each payment required to be made by it hereunder or under any other Loan
Document (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts
payable under Section 2.18, 2.19 or 2.20, or otherwise) prior to 12:00 noon, Local Time, on the
date when due, in immediately available funds, without set-off or counterclaim. Any amounts
received after such time on any date may, in the discretion of the Administrative Agent, be deemed
to have been received on the next succeeding Business Day for purposes of calculating interest
thereon. All such payments shall be made to the Administrative Agent at its office specified in
Section 10.01, except payments to be made directly to the Issuing Bank or Swingline Lender as
expressly provided herein and except that payments pursuant to Sections 2.18, 2.19, 2.20 and 9.03
shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute
any such payments received by it for the account of any other Person to the appropriate recipient
promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a
Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in
the case of any payment accruing interest, interest thereon shall be payable for the period of such
extension. All principal and interest payments in respect of any Loan shall be made in the
currency in which such Loan was made and all other payments hereunder shall be made in dollars.



(b) Each payment (including each prepayment) by the Borrowers on account of principal of and
interest on the Loans under any Facility shall be made pro rata according to the
respective outstanding principal amounts of the Loans then held by the Lenders under such Facility.
The amount of each principal prepayment of the Term Loans shall be applied to reduce the then
remaining installments of the Term Loans under such Term Facility, pro rata based
upon the respective then remaining principal amounts thereof. Amounts prepaid on account of Term
Loans may not be reborrowed.



(c) If at any time insufficient funds are received by and available to the Administrative
Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then
due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due
hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest
and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed
LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with
the amounts of principal and unreimbursed LC Disbursements then due to such parties.



(d) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of its Revolving Loans or
participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of
a greater proportion of the aggregate amount of its Revolving Loans and participations in LC
Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any
other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face
value) participations in the Revolving Loans and participations in LC Disbursements and Swingline
Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be
shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued
interest on their respective Revolving Loans and participations in LC Disbursements and Swingline
Loans; provided that (i) if any such participations are purchased and all or any portion of
the payment giving rise thereto is recovered, such participations shall be rescinded and the
purchase price restored to the extent of such recovery, without interest, and (ii) the provisions
of this paragraph shall not be construed to apply to any payment made by the Borrowers pursuant to
and in accordance with the express terms of this Agreement or any payment obtained by a Lender as
consideration for the assignment of or sale of a participation in any of its Loans or
participations in LC Disbursements to any assignee or participant, other than to the applicable
Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall
apply). Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so
under applicable law, that any Lender acquiring a participation pursuant to the foregoing
arrangements may exercise against such Borrower rights of set-off and counterclaim with respect to
such participation as fully as if such Lender were a direct creditor of such Borrower in the amount
of such participation.



(e) Unless the Administrative Agent shall have received notice from the applicable Borrower
prior to the date on which any payment is due to the Administrative Agent for the account of the
Lenders or the Issuing Bank hereunder that such Borrower will not make such payment, the
Administrative Agent may assume that such Borrower has made such payment on such date in accordance
herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank,
as the case may be, the amount due. In such event, if such Borrower has not in fact made such
payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to
repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or
Issuing Bank with interest thereon, for each day from and including the date such amount is
distributed to it to but excluding the date of payment to the Administrative Agent, at the lesser
of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation. If any such amount required to be paid by
any Lender or the Issuing Bank is not in fact made available to the Administrative Agent within
three Business Days following the date upon which such Lender or Issuing Bank receives notice from
the Administrative Agent, the Administrative Agent shall be entitled to recover from such Lender or
Issuing Bank, on demand, such amount with interest thereon calculated from such due date at the
rate set forth in the preceding sentence plus 3%.



(f) If any Lender shall fail to make any payment required to be made by it pursuant to Section
2.03, 2.07(c), 2.08(d) or (e), 2.09(b) or 2.21(d), then the Administrative Agent may, in its
discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received
by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations
under such Sections until all such unsatisfied obligations are fully paid. Any amounts so applied
shall nevertheless discharge the obligations of the applicable Borrower to such Lender to the
extent of such application.



SECTION 2.22. Mitigation Obligations; Replacement of Lenders. (a) If any Lender
requests compensation under Section 2.18, or if any Loan Party is required to pay any additional
amount to any Lender or any Governmental Authority for the account of any Lender pursuant to
Section 2.20, then such Lender shall use reasonable efforts to designate a different lending office
for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to
another of its offices, branches or affiliates, if, in the judgment of such Lender, such
designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.18 or
2.20, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed
cost or expense and would not otherwise be disadvantageous to such Lender. Each Loan Party hereby
agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such
designation or assignment; the mere existence of such costs and expenses shall not be deemed to be
disadvantageous to such Lender.



(b) If any Lender requests compensation under Section 2.18, or if any Loan Party is required
to pay any additional amount to any Lender or any Governmental Authority for the account of any
Lender pursuant to Section 2.20, or if any Lender defaults in its obligation to fund Loans
hereunder, then the applicable Loan Party may, at its sole expense and effort, upon notice to such
Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse
(in accordance with and subject to the restrictions contained in Section 10.04), all its interests,
rights and obligations under this Agreement to an assignee that shall assume such obligations
(which assignee shall be identified to such Lender by the applicable Loan Party and may be another
Lender, if a Lender accepts such assignment); provided that (i) such Loan Party shall have
received the prior written consent of the Administrative Agent (and, if a Commitment is being
assigned, the Issuing Bank and the Swingline Lender), (ii) such Lender shall have received payment
of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements
and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it
hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and
fees) or such Loan Party (in the case of all other amounts) and (iii) in the case of any such
assignment resulting from a claim for compensation under Section 2.18 or payments required to be
made pursuant to Section 2.20, such assignment will result in a reduction in such compensation or
payments. A Lender shall not be required to make any such assignment and delegation if, prior
thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling such Loan
Party to require such assignment and delegation cease to apply.



SECTION 2.23. Additional Revolving Commitments. Subject to the consent of the
Administrative Agent, the Issuing Bank and the Swingline Lender, the Parent Borrower may request
that the existing Facility A Revolving Lenders increase their respective Facility A Revolving
Commitments and/or that additional Lenders be added to this Agreement until such time as the
aggregate Facility A Revolving Commitments are equal to $200,000,000. Each existing Facility A
Revolving Lender shall have the right (but not the obligation) to increase its Facility A Revolving
Commitment based on its Facility A Revolving Commitment Percentage (with a pro rata right of
overallotment extended to the existing Revolving Lenders) on the same terms and conditions being
offered to any additional Facility A Revolving Lenders. Schedule 2.04 shall be automatically
amended to reflect any existing Facility A Revolving Lender’s increased Facility A Revolving
Commitment. By its signature of a counterpart hereof (and subsequent to its delivery of a
completed Administrative Questionnaire to the Administrative Agent), each additional Facility A
Revolving Lender shall be a “Facility A Revolving Lender” for all purposes hereunder and Schedule
2.04 shall be automatically amended to reflect such additional Facility A Revolving Lender’s
Facility A Revolving Commitment. Upon increasing its Facility A Revolving Commitment or becoming a
“Facility A Revolving Lender” hereunder, each Facility A Revolving Lender shall automatically be
responsible for its Facility A Facility A Revolving Commitment Percentage of the Facility A/B
Revolving Credit Exposure and shall pay to the Administrative Agent its Facility A Facility A
Revolving Commitment Percentage of the Facility A Revolving Loans which shall then be applied to
prepay amounts outstanding to the other Facility A Revolving Lenders in accordance with Section
2.12 and subject to compensation of the Lenders pursuant to Section 2.18.



SECTION 2.24. Prepayments Required Due to Currency Fluctuation. (a) Not later
than 1:00 p.m., New York City time, on the last Business Day of each fiscal quarter of the
Consolidated Entities or at such other time as is reasonably determined by the Administrative Agent
(the “Calculation Time”), the Administrative Agent shall determine the Dollar Equivalent of
(i) the total Facility A/B Revolving Credit Exposures, (ii) the Facility B Loans, (iii) the
Facility C Loans and (iv) Facility D Revolving Loans outstanding as of such date.



(b) If at the Calculation Time, the Dollar Equivalent of (i) the total outstanding Facility
A/B Revolving Credit Exposures exceed the total Facility A Revolving Commitments then in effect,
(ii) the total Facility B Revolving Loans outstanding exceeds the total Facility B Revolving
Commitments then in effect, (iii) the total Facility C Revolving Loans outstanding exceeds the
Facility C Revolving Commitments then in effect or (iv) the total Facility D Revolving Loans
outstanding exceeds the Facility D Revolving Commitment then in effect, in each case, by 5% or
more, then within five Business Days of notice to the applicable Borrower thereof, such Borrower
shall prepay Revolving Loans or Swingline Loans or cash collateralize the outstanding Letters of
Credit in an aggregate principal amount at least equal to such excess. Nothing set forth in this
Section 2.24(b) shall be construed to require the Administrative Agent to calculate compliance
under this Section 2.24(b) other than at the times set forth in Section 2.24(a).



ARTICLE III




Representations and Warranties




The Parent Borrower represents and warrants to the Lenders (as to itself and its subsidiaries)
that:



SECTION 3.01. Organization; Powers. Each of the Consolidated Entities is duly
organized, validly existing and in good standing under the laws of the jurisdiction of its
organization, has all requisite power and authority to own or lease its property and to carry on
its business as now conducted and, except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to
do business in, and is in good standing in, every jurisdiction where such qualification is
required. Schedule 3.01 sets forth the correct and complete list of each Subsidiary, as of the
Amendment and Restatement Effective Date, indicating (a) its jurisdiction of organization, (b) its
ownership (by holder and percentage interest), (c) its business and primary geographic scope of
operation and (d) whether such Subsidiary is a Material Subsidiary.



SECTION 3.02. Authorization; Enforceability. The Transactions to be entered into by
each Loan Party are within such Loan Party’s corporate partnership, limited liability company or
trust powers and have been duly authorized by all necessary corporate and, if required,
stockholder, partner, member or beneficiary action. Each Loan Document to which any Loan Party is
a party has been duly executed and delivered by such Loan Party and constitutes a legal, valid and
binding obligation of such Loan Party, enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or
affecting creditors’ rights generally, general principles of equity, regardless of whether
considered in a proceeding in equity or at law and an implied covenant of good faith and fair
dealing.



SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions (a) do not
require any consent or approval of, registration or filing with, or any other action by, any
Governmental Authority, except such as have been obtained or made and are in full force and effect
or those which the failure to obtain or make could not reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect, (b) will not violate any applicable law or
regulation or the charter, by-laws or other organizational documents of any Consolidated Entity or
any order or decree of any Governmental Authority binding on or affecting any Consolidated Entity
where such violation of such order or decree, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect, (c) will not violate or result in a default under any
indenture, agreement or other instrument binding upon any Consolidated Entity or any of its assets,
or give rise to a right thereunder to require any payment to be made by any Consolidated Entity,
where such violation or result, individually or in the aggregate, could reasonably be expected to
have a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien
on any asset of any Consolidated Entity, except pursuant to the terms of any Loan Document.



SECTION 3.04. Financial Condition; No Material Adverse Change. (a) The Parent
Borrower has heretofore furnished to the Lenders (i) the audited consolidated balance sheets of the
Consolidated Entities and the related statements of income, stockholders equity and cash flows as
of and for the fiscal years ended December 28, 2002, December 27, 2003 and December 25, 2004
reported on by PriceWaterhouseCoopers LLP, independent public accountants, and (ii) the unaudited
consolidated and consolidating balance sheets of the Consolidated Entities and the related
statements of income, stockholders equity and cash flows as of and for each fiscal quarter since
December 25, 2004 as to which such financial statements are available. Such financial statements
in clauses (i) and (ii) above present fairly, in all material respects, the financial condition and
results of operations and cash flows of the Consolidated Entities as of such dates and for such
periods in accordance with GAAP.



(b) Since December 25, 2004, there has been no change that could reasonably be expected to
have a Material Adverse Effect.



SECTION 3.05. Properties. (a) Each of the Consolidated Entities has good title to,
or valid leasehold interests in, all its real and personal property material to its business
reflected in the financial statements described in Section 3.04, except for minor defects in title
that do not interfere with its ability to conduct its business as currently conducted or to utilize
such properties for their intended purposes or to the extent that the failure to do so,
individually or in the aggregate, could not reasonably be expected to have a Material Adverse
Effect.



(b) Each of the Consolidated Entities owns, or is licensed to use, all trademarks, tradenames,
service marks, service names, copyrights, patents, domain names and other intellectual property
material to its business to the extent that the failure to do so, individually or in the aggregate,
could not reasonably be expected to have a Material Adverse Effect, and, to the knowledge of the
Consolidated Entities, the use thereof by the Consolidated Entities does not infringe upon the
rights of any other Person, and, to the knowledge of Consolidated Entities, no Person has infringed
upon the rights of the Consolidated Entities thereto where such infringement, individually or in
the aggregate, could reasonably be expected to have a Material Adverse Effect.



SECTION 3.06. Litigation and Environmental Matters. (a) There are no actions, suits
or proceedings by or before any arbitrator or Governmental Authority pending against or, to the
knowledge of any Consolidated Entities, threatened against or affecting any Consolidated Entities
(i) as to which there is a reasonable possibility of an adverse determination and that, if
adversely determined, could reasonably be expected, individually or in the aggregate, to result in
a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve this Agreement,
any other Loan Document or the Transactions.



(b) Except for the Disclosed Matters and except with respect to any other matters that,
individually or in the aggregate, could not reasonably be expected to result in a Material Adverse
Effect, no Consolidated Entity (i) has failed to comply with any Environmental Law or to obtain,
maintain or comply with any permit, license or other approval required under any Environmental Law,
(ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with
respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability.



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



SECTION 3.07. Compliance with Laws and Agreements. Each of the Consolidated Entities
is in compliance with all laws, regulations and orders of any Governmental Authority applicable to
it or its property and all indentures, agreements and other instruments binding upon it or its
property, except where the failure to do so, individually or in the aggregate, could not reasonably
be expected to result in a Material Adverse Effect. No Default has occurred and is continuing.



SECTION 3.08. Investment and Holding Company Status. No Consolidated Entity is (a)
required to register as an “investment company” as such term is defined in the Investment Company
Act of 1940, as amended, or (b) a “holding company” as defined in, or subject to regulation under,
the Public Utility Holding Company Act of 1935, as amended.



SECTION 3.09. Taxes. Each of the Consolidated Entities has timely filed or caused to
be filed all Tax returns and reports required to have been filed and has paid or caused to be paid
all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith
by appropriate proceedings and for which the applicable Consolidated Entity has set aside on its
books adequate reserves in conformity with GAAP or (b) to the extent that the failure to do so
could not reasonably be expected to result in a Material Adverse Effect.



SECTION 3.10. ERISA. No ERISA Event has occurred or is reasonably expected to occur
that, when taken together with all other such ERISA Events for which liability is reasonably
expected to occur, could reasonably be expected to result in a Material Adverse Effect. Except as
disclosed on Schedule 3.10, the present value of all accumulated benefit obligations under each
Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No.
87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed
by more than $30,000,000 the fair market value of the assets of such Plan, and the present value of
all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for
purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most
recent financial statements reflecting such amounts, exceed by more than $30,000,000 the fair
market value of the assets of all such underfunded Plans.



SECTION 3.11. Disclosure. The Parent Borrower has disclosed to the Lenders all
agreements, instruments and corporate or other restrictions to which any Consolidated Entity is
subject, and all other matters known to it, that, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect. Neither the Information Memorandum
nor any of the other reports, financial statements, certificates or other information furnished by
or on behalf of any Consolidated Entity to the Administrative Agent or any Lender in connection
with the negotiation of this Agreement and the other Loan Documents or delivered hereunder or
thereunder (as modified or supplemented by other information so furnished) contains any material
misstatement of fact or omits to state any material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading; provided
that, with respect to projected financial information, the Parent Borrower represents only that
such information was prepared in good faith based upon assumptions believed to be reasonable at the
time.



SECTION 3.12. Security Documents. The Security Documents are effective to create in
favor of the Administrative Agent for its benefit and the ratable benefit of the Lenders a legal,
valid and enforceable perfected first-priority Lien on the Collateral as security for the
Obligations.



SECTION 3.13. Federal Reserve Regulations. (i) No Consolidated Entity is engaged
principally, or as one of its important activities, in the business of extending credit for the
purposes of buying or carrying Margin Stock (as defined under Regulation U).




(ii) No part of the proceeds of any Loan, and no Letter of Credit, will be used,
whether directly or indirectly, and whether immediately, incidentally or ultimately, for any
purpose that entails a violation of, or that is inconsistent with, the provisions of the
Regulations of the Board, including Regulation U or X.



SECTION 3.14. Solvency. Immediately after the consummation of the Transactions (a)
the fair value of the assets of each Loan Party at a fair valuation will exceed its debts and
liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the
property of each Loan Party will be greater than the amount that will be required to pay the
probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as
such debts and other liabilities become absolute and matured, considering all financing
alternatives and potential asset sales reasonably available to such Loan Party; (c) each Loan Party
will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts
and liabilities become absolute and matured, considering all financing alternatives and potential
asset sales reasonably available to such Loan Party; and (d) each Loan Party will not have
unreasonably small capital with which to conduct the business in which it is engaged as such
business is now conducted and is proposed to be conducted following the Effective Date.



ARTICLE IV




Conditions




SECTION 4.01. Amendment and Restatement Effective Date. The amendment and restatement
of the Existing Credit Agreement and the obligations of the Lenders to make Loans and of the
Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on
which each of the following conditions is satisfied (or waived in accordance with Section 10.02):



(a) The Administrative Agent (or its counsel) shall have received from (i) each of the
Borrowers, (ii) the Required Existing Lenders, (iii) each of the Canadian Term Lenders, (iv) each
of the Facility C Revolving Lenders, (v) each of the UK Term Lenders and (vi) each of the Facility
D Revolving Lenders either (A) a counterpart of this Agreement signed on behalf of such party or
(B) written evidence satisfactory to the Administrative Agent (which may include telecopy
transmission of a signed signature page of this Agreement) that such party has signed a counterpart
of this Agreement.



(b) The Administrative Agent (or its counsel) shall have received from the parties to any (i)
Guarantee Agreement, (ii) Pledge Agreement and (iii) Security Agreement in effect on and prior to
the Amendment and Restatement Effective Date either (A) a counterpart of the Acknowledgment and
Confirmation signed on behalf of such party or (B) written evidence satisfactory to the
Administrative Agent (which may include telecopy transmission of a signed signature page of the
Acknowledgment and Confirmation) that such party has signed a counterpart of the Acknowledgment and
Confirmation, in each case, substantially in the form of Exhibit G.



(c) The Administrative Agent (or its counsel) shall have received from Charles River
Laboratories Luxembourg S.a.r.l. either (i) a counterpart of a Pledge Agreement signed on behalf of
such party or (ii) written evidence satisfactory to the Administrative Agent (which may include
telecopy transmission of a signed signature page of a Pledge Agreement) that such party has signed
a counterpart of a Pledge Agreement.



(d) The Administrative Agent shall have received (i) from each mortgagor under any Mortgage
either (i) a counterpart of an amendment in respect to each such Mortgage signed on behalf of such
party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy
transmission of a signed signature page of an amendment in respect to each such Mortgage) that such
party has signed a counterpart of an amendment in respect to each such Mortgage and (ii) a title
endorsement in respect of each Mortgaged Property, in each case, in form and substance reasonably
to the Administrative Agent.



(e) The Administrative Agent shall have received a favorable written opinion (addressed to the
Administrative Agent and the Lenders and dated the Amendment and Restatement Effective Date) from
counsel to the Parent Borrower and its Subsidiaries as follows:




(i) Davis Polk & Wardwell, special New York counsel, substantially in the form of
Exhibit B-1;




(ii) Jody Acford., General Counsel for the Consolidated Entities, substantially in the
form of Exhibit B-2;




(iii) Morris, Nichols, Arsht & Tunnell, special Delaware counsel, substantially in the
form of Exhibit B-3;




(iv) Womble Carlyle Sandridge & Rice PLLC, special North Carolina counsel,
substantially in the form of Exhibit B-4;




(v) Stikeman Elliott, special Canadian counsel, in form and substance reasonably
satisfactory to the Administrative Agent; and




(vi) Dickson Minto WS, special Scottish counsel, in form and substance reasonably
satisfactory to the Administrative Agent.




The Parent Borrower hereby requests such counsel to deliver such opinion.



(f) The Lenders shall have received the financial statements referred to in Section 3.04(a).



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



(h) The Administrative Agent shall have received a certificate, dated as of the Amendment and
Restatement Effective Date and signed by the President, a Vice President or the Financial Officer
of each of the Parent Borrower, confirming compliance with the conditions set forth in paragraphs
(a) and (b) of Section 4.02.



(i) The Administrative Agent shall have received all fees and other amounts due and payable on
or prior to the Amendment and Restatement Effective Date, including, to the extent invoiced,
reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the
Borrowers hereunder.



(j) All consents and approvals necessary to be obtained from any Governmental Authority or
other Person in connection with the financing contemplated hereby and the continuing operation of
the Consolidated Entities shall have been obtained and be in full force and effect.



SECTION 4.02. Each Credit Event. The obligation of each Lender to make a Loan on the
occasion of any Borrowing (including on the Amendment and Restatement Effective Date), and of the
Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction
of the following conditions:



(a) The representations and warranties set forth in this Agreement and the other Loan
Documents shall be true and correct in all material respects (if not qualified as to materiality or
Material Adverse Effect) or in any respect (if so qualified) on and as of the date of such
Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as
applicable.



(b) At the time of and immediately after giving effect to such Borrowing or the issuance,
amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have
occurred and be continuing and there shall be no laws, rules, regulations or orders that would
cause the making or maintaining of such Loan or such Letter of Credit to be unlawful or otherwise
unenforceable.



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



ARTICLE V




Affirmative Covenants




Until the Commitments have expired or been terminated and the principal of and interest on
each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit
shall have expired or terminated (or cash collateralized to the satisfaction of the Administrative
Agent) and all LC Disbursements shall have been reimbursed, the Parent Borrower (as to itself and
its subsidiaries) covenants and agrees with the Lenders that:



SECTION 5.01. Financial Statements and Other Information. The Parent Borrower will
furnish to the Administrative Agent and each Lender:



(a) as soon as available, but in any event within the period within which the Parent Borrower
is required to deliver its annual report on Form 10-K under the Exchange Act and the regulations
promulgated by the SEC thereunder for of each fiscal year of the Consolidated Entities, its audited
consolidated and unaudited consolidating balance sheets of the Consolidated Entities and related
statements of operations, stockholders’ equity and cash flows as of the end of and for such year,
setting forth in each case in comparative form the figures as of the end of and for the previous
fiscal year, all such consolidated financial statements being reported on by PriceWaterhouseCoopers
LLP or other independent public accountants of recognized national standing (without a “going
concern” or like qualification or exception and without any qualification or exception as to the
scope of such audit) to the effect that such consolidated financial statements present fairly in
all material respects the financial condition and results of operations of the Consolidated
Entities on a consolidated basis in accordance with GAAP consistently applied and certified by its
Financial Officer as presenting fairly in all material respects the financial condition and results
of operations of the Consolidated Entities in accordance with GAAP consistently applied;



(b) as soon as available, but in any event within the period within which the Parent Borrower
is required to deliver its quarterly report on Form 10-Q under the Exchange Act and the regulations
promulgated by the SEC thereunder for each of the first three fiscal quarters of the Consolidated
Entities, its consolidated and consolidating balance sheets of the Consolidated Entities and
related statements of operations, stockholders’ equity and cash flows as of the end of and for such
fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in
comparative form the figures for the corresponding date or period or periods of (or, in the case of
the balance sheet, as of the end of) the previous fiscal year, all certified by its Financial
Officer as presenting fairly in all material respects the financial condition and results of
operations of the Consolidated Entities in accordance with GAAP consistently applied, subject to
normal year-end audit adjustments and the absence of footnotes;



(c) prior to the consummation of a Permitted Acquisition (or, if the aggregate consideration
paid for such Permitted Acquisition is less than $10,000,000, within 30 days thereafter), the
audited or, if the audited is unavailable, the unaudited balance sheets of the acquired Person (or
part thereof) as of the most recently ended calendar quarter and related statements of income and
cash flows for the most recently ended four calendar quarters and, if available, for the calendar
months ended in the calendar quarter during which such Permitted Acquisition occurs;



(d) concurrently with any delivery of financial statements under clause (a) or (b) above, a
certificate of its Financial Officer (i) certifying as to whether a Default has occurred and, if a
Default has occurred, specifying the details thereof and any action taken or proposed to be taken
with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance
with Sections 6.11 and 6.12 and (iii) stating whether any change in GAAP or in the application
thereof has occurred since the date of the audited financial statements for the 2004 fiscal year
referred to in Section 3.04(b)(1)(A) and, if any such change has occurred, specifying the effect of
such change on the financial statements accompanying such certificate;



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



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



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



The information required to be delivered by paragraphs (a), (b) and (f) of this Section 5.01 shall
be deemed to have been delivered on the date on which the Parent Borrower posts such information on
its website on the Internet at www.criver.com or when such information is posted on the SEC’s
website on the Internet at www.sec.gov; provided that the Parent Borrower shall give notice
of any such posting to the Administrative Agent (who shall then give notice of any such posting to
the Lenders); provided further, that the Parent Borrower shall deliver paper copies
of any such information to the Administrative Agent if the Administrative Agent or any Lender
requests the Parent Borrower to deliver such paper copies until written notice to cease delivering
such paper copies is given by the Administrative Agent.



SECTION 5.02. Notices of Material Events. The Parent Borrower will furnish to the
Administrative Agent and each Lender prompt written notice of the following:



(a) the occurrence of any Default;



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



(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that
have occurred, could reasonably be expected to result in liability of the Consolidated Entities in
an aggregate amount exceeding $2,500,000; and



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



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



SECTION 5.03. Existence; Conduct of Business. Each Consolidated Entity will do or
cause to be done all things necessary to preserve, renew and keep in full force and effect (i) its
legal existence and (ii) the rights, licenses, permits, privileges and franchises material to the
conduct of its business (except, in the case of this clause (ii), where failure to do so could not
reasonably be expected to result in a Material Adverse Effect); provided that the foregoing
shall not prohibit any merger, consolidation, liquidation, dissolution or closure of a division
permitted under Section 6.03.



SECTION 5.04. Payment of Obligations. Each Consolidated Entity will pay its
obligations, including Tax liabilities, that, if not paid, could result in a Material Adverse
Effect before the same shall become delinquent or in default, except where (a) the validity or
amount thereof is being contested in good faith by appropriate proceedings, (b) such Consolidated
Entity has set aside on its books adequate reserves with respect thereto in accordance with GAAP
and (c) the failure to make payment pending such contest could not reasonably be expected to result
in a Material Adverse Effect.



SECTION 5.05. Maintenance of Properties; Insurance. Each Consolidated Entity will (a)
keep and maintain all property material to the conduct of its business in good working order and
condition, ordinary wear and tear excepted, and (b) maintain, with financially sound and reputable
insurance companies, insurance in such amounts and against such risks as are customarily maintained
by companies engaged in the same or similar businesses operating in the same or similar locations.



SECTION 5.06. Books and Records; Inspection Rights. Each Consolidated Entity will
keep proper books of record and account in which full, true and correct entries are made of all
dealings and transactions in relation to its business and activities. Each Consolidated Entity
will permit any representatives designated by the Administrative Agent or any Lender, upon
reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its
books and records, and to discuss its affairs, finances and condition with its officers and
independent accountants (and by this provision each Consolidated Entity authorizes such accountants
to discuss with such representatives thereafter, finances and condition of each such Consolidated
Entity, whether or not such Consolidated Entity is present), all at such reasonable times and as
often as reasonably requested and the Parent Borrower shall reimburse the Administrative Agent and
any Lender for the reasonable expenses incurred in connection with the exercise of such rights
(except that the Parent Borrower shall only be required to reimburse the Administrative Agent or
any Lender for expenses incurred in connection with one such visit or inspection per fiscal year,
unless an Event of Default has occurred and is continuing).



SECTION 5.07. Compliance. Each Consolidated Entity will comply with all Contractual
Obligations and all laws, rules, regulations and orders of any Governmental Authority applicable to
it or its property, except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.



SECTION 5.08. Use of Proceeds and Letters of Credit.



(a) The proceeds of the Canadian Term Loans and the UK Term Loans shall be used (i) to finance
the making of the dividends specified in Section 6.07(e) and (ii) for general corporate purposes
(including working capital, capital expenditures and Permitted Acquisitions);



(b) The proceeds of Revolving Loans shall be used for general corporate purposes (including
working capital, capital expenditures and Permitted Acquisitions).



(c) Letters of Credit will be issued only to support obligations of any Unrestricted Loan
Party incurred in the ordinary course of business or pursuant to a Permitted Acquisition.



(d) No part of the proceeds of any Loan, and no Letter of Credit, will be used, whether
directly or indirectly, for any purpose that entails a violation of any of the Regulations of the
Board, including Regulations U and X.



SECTION 5.09. Additional Material Subsidiaries. (a) Promptly upon any Domestic
Subsidiary becoming a Material Domestic Subsidiary after the First Borrowing Date, the Parent
Borrower will (i) cause such Domestic Subsidiary to guarantee the Obligations, pursuant to a
Guarantee substantially in the form of the Guarantee Agreement or otherwise reasonably satisfactory
to the Administrative Agent, (ii) cause the Obligations to be secured by a perfected first-priority
lien on all of the personal property of such Domestic Subsidiary, pursuant to a Security Agreement,
a Pledge Agreement and other such documents and instruments including Uniform Commercial Code
financing statements required by law or reasonably requested by the Administrative Agent to be
filed, registered or recorded so that the Administrative Agent, for its benefit and the ratable
benefit of the Lenders, shall have a legal, valid and enforceable perfected first-priority Lien on
the Collateral (and subject to any limitations and exceptions consistent with those contained in
any such documents or instruments), (iii) cause all outstanding Capital Stock of such Domestic
Subsidiary owned directly or indirectly by any Loan Party to be subject to a perfected
first-priority Lien, pursuant to a Pledge Agreement and (iv) deliver such proof of corporate,
partnership or limited liability company action, incumbency of officers, opinions of counsel and
other documents as is consistent with those delivered pursuant to Article IV or as the
Administrative Agent shall have reasonably requested.



(b) Promptly upon any Foreign Subsidiary becoming a Material Subsidiary after the First
Borrowing Date, the Parent Borrower and each other Material Domestic Subsidiary will (i) cause all
of the Capital Stock of such Foreign Subsidiary owned by the Parent Borrower and the Material
Domestic Subsidiaries to be pledged and delivered (provided that no more than 65% of the
outstanding voting Capital Stock of any Foreign Subsidiary owned by the Parent Borrower and the
Material Domestic Subsidiaries shall be required to be pledged and delivered) to the Administrative
Agent for its benefit and the ratable benefit of the Lenders, pursuant to a Pledge Agreement (or
other agreement reasonably satisfactory to the Administrative Agent) and (ii) deliver such proof of
corporate, partnership or limited liability company action, incumbency of officers, opinions of
counsel and other documents as is consistent with those delivered pursuant to Article IV or as the
Administrative Agent shall have reasonably requested.



SECTION 5.10. Cash Management. The Parent Borrower agrees to cause, to the extent
necessary to satisfy all of the Obligations, all Subsidiaries that are not Loan Parties to either
distribute assets or loan funds to the Parent Borrower.



SECTION 5.11. Environmental Laws. The Parent Borrower will cause each Consolidated
Entity to comply in all material respects with all applicable Environmental Laws, except where the
failure to do so, individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect.



SECTION 5.12. Maintenance of Ratings. The Parent Borrower will cause (a) a Senior
Implied Rating, in the case of Moody’s or (b) an Issuer Credit Rating, in the case of S&P, for the
Parent Borrower to be maintained at all times.



SECTION 5.13. Further Assurances. Each Loan Party will execute any and all further
documents, financing statements, agreements and instruments, and take all such further actions
(including the filing and recording of financing statements and other documents), which may be
required under any applicable law, or which the Administrative Agent may reasonably request, to
cause the Administrative Agent, for the benefit of itself and the ratable benefit of the Lenders,
to maintain a legal, valid and enforceable perfected first priority Lien on the Collateral (subject
to the limitations, exceptions and qualifications set forth in the Loan Documents), all at the
expense of the Loan Parties. Each Loan Party will also provide to the Administrative Agent, from
time to time upon request, evidence reasonably satisfactory to the Administrative Agent as to the
perfection and priority of the Liens created or intended to be created by the Security Documents.



ARTICLE VI




Negative Covenants




Until the Commitments have expired or terminated and the principal of and interest on each
Loan and all fees payable hereunder have been paid in full and all Letters of Credit have expired
or terminated (or cash collateralized to the satisfaction of the Administrative Agent) and all LC
Disbursements shall have been reimbursed, the Parent Borrower (as to itself and its subsidiaries)
covenants and agrees with the Lenders that:



SECTION 6.01. Indebtedness. No Consolidated Entity will create, incur, assume or
permit to exist any Indebtedness, except:



(a) Indebtedness of any Loan Party pursuant to any Loan Document;



(b) Indebtedness existing on the date hereof as set forth on Schedule 6.01, and any
extensions, renewals, refinancings or replacements of any such Indebtedness so long as (i) the
principal or face amount of, or interest rate or fees or other amounts (exclusive of commissions
and other similar issuance costs) payable in connection with, any such Indebtedness is not
increased, (ii) the dates upon which payments are to be made are not advanced and (iii) the
subordination terms, if any, are not modified in any manner that is adverse to the Lenders, in
connection with any such extension, renewal, refinancing or replacement;



(c) Indebtedness of any Consolidated Entity to any other Consolidated Entity permitted by
Section 6.04;



(d) (i) Indebtedness of any Consolidated Entity incurred to finance the acquisition,
construction or improvement of any assets, including Capital Lease Obligations and any Indebtedness
assumed in connection with the acquisition of any such assets (including in a Permitted
Acquisition) or secured by a Lien on any such assets prior to the acquisition thereof, and
extensions, renewals, refinancings and replacements of any such Indebtedness that do not increase
the outstanding principal amount thereof so long as such Indebtedness is incurred prior to or
within 180 days after such acquisition or the completion of such construction or improvement and
(ii) Indebtedness of the Foreign Subsidiaries; provided that the aggregate principal amount
of Indebtedness permitted by this clause (d) shall not exceed $50,000,000 at any time outstanding;



(e) Indebtedness of any Consolidated Entity as an account party in respect of trade letters of
credit;



(f) Indebtedness of any Consolidated Entity having no scheduled principal payments or
prepayments prior to September 30, 2009; provided that the aggregate principal amount of
Indebtedness permitted by this clause (f) shall not exceed $200,000,000 at any time outstanding;



(g) Indebtedness not otherwise expressly permitted by this Section 6.01 in an aggregate
principal or face amount outstanding at any time not to exceed $30,000,000; and



(h) Hedge Agreements permitted under Section 6.05.



SECTION 6.02. Liens. No Consolidated Entity will create, incur, assume or permit to
exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell
any income or revenues (including accounts receivable) or rights in respect of any thereof, except:



(a) Liens created under the Security Documents;



(b) Permitted Encumbrances;



(c) any Lien on any property or asset of any Consolidated Entity existing on the date hereof
and extensions and renewals thereof; provided that (i) such Lien shall not apply to any
other property or asset of any Consolidated Entity and (ii) such Lien shall secure only those
obligations which it secures on the date hereof (and extensions and renewals thereof (but not
increases thereof));



(d) any Lien existing on any property or asset prior to the acquisition thereof by any
Consolidated Entity or existing on any property or asset of any Person that becomes a Subsidiary
after the date hereof prior to the time such Person becomes a Subsidiary; provided that (i)
if such Lien secures Indebtedness, such Indebtedness is permitted by clause (d), (e) or (g) of
Section 6.01, (ii) such Lien is not created in contemplation of or in connection with such
acquisition or such Person becoming a Subsidiary, as the case may be, (iii) such Lien shall not
apply to any other property or assets of any Consolidated Entity and (iv) such Lien shall secure
only those obligations which it secures on the date of such acquisition or the date such Person
becomes a Subsidiary, as the case may be and any extensions, renewals, refinancings or replacements
thereof, subject to clause (b) of Section 6.01 with respect to any Indebtedness permitted by such
clause;



(e) any Lien on assets acquired, constructed or improved by any Consolidated Entity;
provided that (i) such Lien secures Indebtedness permitted by clause (d)(i) or (g) of
Section 6.01, (ii) such Lien and the Indebtedness secured thereby are incurred prior to or within
180 days after such acquisition or the completion of such construction or improvement, (iii) the
Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such
assets and (iv) such Lien shall not apply to any other property or assets of any Consolidated
Entity;



(f) any Lien securing payment of any obligation under any Hedging Agreement permitted by
Section 6.01(h); and



(g) any Lien on any property or asset of a Foreign Subsidiary that secures Indebtedness
permitted by Section 6.01(d)(ii) or 6.01(g).



SECTION 6.03. Fundamental Changes. (a) No Consolidated Entity will merge into or
consolidate with any other Person, or permit any other Person to merge into or consolidate with it,
or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect
thereto no Default shall have occurred and be continuing (i) any Subsidiary may merge into the
Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii)
any Subsidiary may merge into any Wholly-Owned Subsidiary in a transaction in which the surviving
entity is a Wholly-Owned Subsidiary and, if any party to such merger is a Loan Party, is or becomes
a Loan Party, (iii) any Subsidiary (other than a Loan Party) may liquidate or dissolve if the
Parent Borrower determines in good faith that such liquidation or dissolution is in the best
interests of the Parent Borrower, is not materially disadvantageous to the Lenders and could not
reasonably be expected to have a Material Adverse Effect, (iv) any Foreign Subsidiary may merge
into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a
Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) Charles
River Australia, Charles River China, Charles River Mexico and Charles River Proteomics may be
sold, liquidated or dissolved and may take any action described in clauses (h) or (i) of Article
VII so long as the Parent Borrower receives its ratable portion of the net proceeds available to
the equity holders in connection with such liquidation or dissolution, (vi) any Wholly-Owned
Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by
Section 6.04(g) so long as after giving effect thereto the Person surviving such merger is a
Subsidiary and (vii) any Consolidated Entity may effect the closure of a division in such
Consolidated Entity.



(b) No Consolidated Entity will engage to any material extent in any business other than
businesses of the type conducted by the Consolidated Entities on the date of execution of this
Agreement and businesses reasonably related thereto.



SECTION 6.04. Investments, Loans, Advances, Guarantees and Acquisitions. No
Consolidated Entity will purchase, hold or acquire (including pursuant to any merger with any
Person that was not a Wholly-Owned Subsidiary prior to such merger) any Capital Stock, evidences of
indebtedness or other securities (including any option, warrant or other right to acquire any of
the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of,
or make or permit to exist any investment or any other interest in, any other Person, or purchase
or otherwise acquire (in one transaction or a series of transactions) any assets of any other
Person constituting a business unit (or any material portion thereof), except:



(a) Permitted Investments;



(b) investments by the Consolidated Entities existing on the date hereof as set forth on
Schedule 6.04 and renewals and extensions thereof (but not to the extent of any increase thereof);



(c) investments made by any Unrestricted Loan Party in the Capital Stock of any other
Unrestricted Loan Party, investments by any Loan Party that is not an Unrestricted Loan Party in
the Capital Stock of any other Loan Party, investments by any Subsidiary that is not a Loan Party
in the Capital Stock of any other Subsidiary that is not a Loan Party and investments by any Loan
Party in the Capital Stock of any Foreign Subsidiary created to consummate a Permitted Acquisition;



(d) loans or advances made by any Consolidated Entity to any other Consolidated Entity;
provided that (i) the amount of such loans and advances made by Loan Parties to
Subsidiaries that are not Loan Parties at any time outstanding (excluding amounts that are applied
upon receipt to pay consideration for a Permitted Acquisition) shall not exceed $30,000,000 during
the term of this Agreement and (ii) all such loans and advances made by a Loan Party shall be
evidenced by a promissory note pledged pursuant to a Pledge Agreement;



(e) investments received in connection with the bankruptcy or reorganization of, or settlement
of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary
course of business;



(f) extensions of trade credit in the ordinary course of business;



(g) Permitted Acquisitions by any Consolidated Entity so long as (i) if the consideration for
such Permitted Acquisition consists solely of Capital Stock of the Parent Borrower, the aggregate
market value of such Capital Stock paid in respect of such Permitted Acquisition does not exceed
50% of Consolidated Net Worth determined as of the end of the most recently ended fiscal quarter,
and (ii) if the consideration for such Permitted Acquisition consists of consideration, in whole or
in part, other than Capital Stock of the Parent Borrower, (A)(x) the aggregate cash and non-cash
consideration (including the concurrent repayment or assumption of any Indebtedness) paid in
respect of (1) all such Permitted Acquisitions (other than Permitted Acquisitions made pursuant to
subparagraph (B) below) until the Revolving Credit Termination Date does not exceed $75,000,000 and
(2) each such Permitted Acquisition (other than Permitted Acquisitions made pursuant to
subparagraph (B) below) does not exceed $25,000,000 and (B)(x) the aggregate cash and non-cash
consideration (including the concurrent repayment or assumption of any Indebtedness) paid in
respect of any such Permitted Acquisition (other than Permitted Acquisitions made pursuant to
subparagraph (A) above) does not exceed (1) $100,000,000 if the Consolidated Entity making such
Permitted Acquisition is the Parent Borrower or a Domestic Subsidiary and the business of the
Person (or part thereof) being acquired is organized and located primarily in the United States and
(2) in all other circumstances, $50,000,000 and (y) the Leverage Ratio as of the time immediately
after giving effect to such Permitted Acquisition at least 0.25 to 1.00 less than the covenant
level contained in Section 6.12;



(h) investments consisting of Hedging Agreements permitted by Section 6.05;



(i) investments consisting of non-cash consideration received pursuant to a disposition of
assets permitted by Section 6.06; provided that the sum of the aggregate amount of
investments permitted under this Section 6.04(i) and the aggregate amount of investments permitted
under Section 6.04(k) at any time outstanding shall not exceed $30,000,000;



(j) investments by Foreign Subsidiaries (not otherwise permitted by this Section 6.04) in an
aggregate amount at any time outstanding not to exceed $1,000,000;



(k) so long as no Event of Default shall have occurred or would result therefrom, other
investments constituting minority investments in Capital Stock of Persons engaged in a commercial
business activity similar to the principal business activities of the Parent Borrower on the
Effective Date; provided that the sum of the aggregate amount of investments permitted
under this Section 6.04(k) and the aggregate amount of investments permitted under Section 6.04(i)
at any time outstanding shall not exceed $30,000,000;



(l) investments consisting of accounts receivable and/or related ancillary rights or assets,
or interests therein by any Consolidated Entity in any Receivables Subsidiary; and



(m) investments held by any Person at the time it becomes a Subsidiary pursuant to a Permitted
Acquisition and not made in contemplation of or in connection with such Permitted Acquisition.



SECTION 6.05. Hedging Agreements. No Consolidated Entity will enter into any Hedging
Agreement, other than Hedging Agreements entered into in the ordinary course of business to hedge
or mitigate risks to which such Consolidated Entity is exposed in the conduct of its business or
the management of its liabilities.



SECTION 6.06. Disposition of Assets. No Consolidated Entity will Dispose of any
asset, including any Capital Stock, except:



(a) Dispositions of inventory and used or surplus equipment in the ordinary course of
business;



(b) Dispositions to any other Consolidated Entity; provided that any such Dispositions
involving a Subsidiary that is not an Unrestricted Loan Party shall be made in compliance with
Section 6.04 and Section 6.08;



(c) Dispositions of the assets or Capital Stock of Charles River Australia, Charles River
China, Charles River Mexico or Charles River Proteomics;



(d) Dispositions of accounts receivable and/or related ancillary rights or assets, or
interests therein to any Receivables Subsidiary pursuant to a Receivables Financing Program; and



(e) Dispositions of assets (other than Capital Stock of a Subsidiary) that are not permitted
by any other clause of this Section 6.06; provided that the aggregate fair market value of
all assets Disposed of during the term of this Agreement in reliance upon this clause (e) shall not
exceed 20% of the total tangible assets of the Consolidated Entities as of the last day of the most
recently ended fiscal quarter of the Consolidated Entities as determined on a consolidated basis in
accordance with GAAP;



provided that (x) all Dispositions permitted by this Section 6.06 shall be made for fair
value as agreed to in an arm’s length transaction and (y) all sales, transfers, dispositions
permitted by clause (e) of this Section 6.06 for aggregate consideration in excess of $5,000,000
shall be for at least 50% cash consideration and any non-cash consideration received in connection
with such sale, transfer or disposition shall be permitted under Section 6.04(i).



SECTION 6.07. Transactions with Affiliates. No Consolidated Entity will sell, lease
or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any
property or assets from, or otherwise engage in any other transactions with, any of its Affiliates,
except:



(a) transactions in the ordinary course of business at prices and on terms and conditions not
less favorable to such Consolidated Entity than could be obtained on an arm’s-length basis from
unrelated third parties;



(b) transactions between or among Foreign Subsidiaries and transactions between or among
Unrestricted Loan Parties not involving any other Affiliate (in each case to the extent not
otherwise prohibited by other provisions of this Agreement);



(c) any Restricted Payment (or any payment, dividend, distribution or setting aside of
property expressly excluded from the definition of “Restricted Payment” or between any Consolidated
Entity) not otherwise prohibited by this Agreement, any transaction permitted by Section 6.03 and
any investment permitted by Section 6.04; and



(d) the sale, transfer or other disposition of accounts receivable and/or related ancillary
rights or assets or interests therein by any Consolidated Entity to a Receivables Subsidiary
pursuant to a Receivables Financing Program; and



(e) the Transactions, including dividends or other distributions by way of redemption or loan
repayment or otherwise made by any Subsidiary Borrower or any subsidiaries thereof directly or
indirectly to the Parent Borrower prior to December 30, 2005 in an aggregate amount not to exceed
$150,000,000.



SECTION 6.08. Restrictive Agreements. No Consolidated Entity will, directly or
indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits,
restricts or imposes any condition upon (a) the ability of any Consolidated Entity to create, incur
or permit to exist any Lien upon any of its property or assets to secure the Obligations, or (b)
the ability of any Consolidated Entity to pay dividends or other distributions with respect to any
shares of its Capital Stock or to make or repay loans or advances to any other Consolidated Entity
or to Guarantee Indebtedness of any other Consolidated Entity; provided that (i) the
foregoing shall not apply to restrictions and conditions imposed by law or by any of the Loan
Documents, (ii) the foregoing shall not apply to any restrictions and conditions existing on the
date hereof which are identified on Schedule 6.08 (but shall apply to any extension or renewal of,
or any amendment or modification expanding the scope of, any such restriction or condition), (iii)
the foregoing shall not apply to customary restrictions and conditions contained in agreements
relating to the sale of a Subsidiary or any asset pending such sale, provided such
restrictions and conditions apply only to the Subsidiary or the asset that is to be sold and such
sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or
conditions imposed by any agreement relating to secured Indebtedness permitted by Section 6.01(d)
or Section 6.01(g) if such restrictions or conditions apply only to the property or assets securing
such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in
leases restricting the assignment thereof.



SECTION 6.09. Issuances of Capital Stock by Subsidiaries. The Parent Borrower shall
not permit any Subsidiary to issue any additional shares of its Capital Stock or other interests
other than (a) to an Unrestricted Loan Party or (b) if such Subsidiary is not an Unrestricted Loan
Party, to the Parent Borrower or a Wholly-Owned Subsidiary.



SECTION 6.10. Amendment of Material Documents. No Consolidated Entity will amend,
modify or waive (whether via merger, consolidation, amendment or otherwise) (a) any of its rights
under its certificate of incorporation, by-laws, declaration of trust or other organizational
documents if such amendment, modification or waiver could reasonably be expected to result in a
Material Adverse Effect or (b) any of the terms of any Consolidated Subordinated Indebtedness, in
each case in any respect adverse to the Lenders (for the purposes of this Section 6.10(b) and
without limitation of the scope of the definition of “adverse”, any amendment to increase the
principal amount, the interest rate or fees or other amounts payable, to advance the dates upon
which payments are made or to alter any subordination provision (or any definition related thereto)
to make it more favorable to the holders of Consolidated Subordinated Indebtedness shall be deemed
to be “adverse”).



SECTION 6.11. Fixed Charge Coverage Ratio. The Consolidated Entities will not permit
the Fixed Charge Coverage Ratio as determined as of the end of each fiscal quarter of the
Consolidated Entities to be less than (a) 2.00 to 1.00, until and including the fiscal quarter
ending December 30, 2006 and (b) 2.50 to 1.00, thereafter.



SECTION 6.12. Leverage Ratio. The Consolidated Entities will not permit the Leverage
Ratio as determined as of the end of each fiscal quarter of the Consolidated Entities to be greater
than 3.00 to 1.00.



SECTION 6.13. Capital Expenditures. The Consolidated Entities will not make or commit
to make any Consolidated Capital Expenditure, except Consolidated Capital Expenditures in the
ordinary course of business not exceeding $250,000,000 in any fiscal year of the Consolidated
Entities.



ARTICLE VII




Events of Default




If any of the following events (“Events of Default”) shall occur:



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



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



(c) any representation or warranty made or deemed made by or on behalf of any Consolidated
Entity in or in connection with any Loan Document or any amendment or modification hereof or
thereof or waiver hereunder or thereunder, or in any report, certificate, financial statement or
other document furnished pursuant to or in connection with any Loan Document or any amendment or
modification hereof or thereof or waiver hereunder or thereunder, shall prove to have been
incorrect in any material respect (if not qualified as to materiality or of Material Adverse
Effect) and in any respect (if qualified as to materiality or of Material Adverse Effect) when made
or deemed made or furnished;



(d) any Loan Party shall fail to observe or perform any covenant, condition or agreement
contained in Section 5.02, 5.03 (with respect to the existence of such Loan Party) or 5.08 or in
Article VI;



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



(f) any Consolidated Entity shall fail to make any payment (whether of principal or interest
and regardless of amount) in respect of any Material Indebtedness, when and as the same shall
become due and payable (subject to any applicable grace period);



(g) any event or condition occurs that results in any Material Indebtedness becoming due prior
to its scheduled maturity or that enables or permits the holder or holders of any Material
Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to
become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to
its scheduled maturity; provided that this clause (g) shall not apply to secured
Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or
assets securing such Indebtedness;



(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed
seeking (i) liquidation, reorganization or other relief in respect of any Consolidated Entity
(other than Subsidiaries that are not Material Subsidiaries) or its debts, or of a substantial part
of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar
law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian,
sequestrator, conservator or similar official for any Consolidated Entity (other than Subsidiaries
that are not Material Subsidiaries) or for a substantial part of its assets, and, in any such case,
such proceeding or petition shall continue undismissed for 60 days or an order or decree approving
or ordering any of the foregoing shall be entered;



(i) any Consolidated Entity (other than Subsidiaries that are not Material Subsidiaries) shall
(i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or
other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar
law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely
and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii)
apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for any Consolidated Entity (other than Subsidiaries that are not
Material Subsidiaries) for a substantial part of its assets, (iv) file an answer admitting the
material allegations of a petition filed against it in any such proceeding, (v) make a general
assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of
the foregoing;



(j) any Consolidated Entity shall become unable, admit in writing its inability or fail
generally to pay its debts as they become due;



(k) one or more judgments for the payment of money in an aggregate amount exceeding
$15,000,000 in the aggregate (not covered by insurance from a responsible insurance company that is
not denying its liability with respect thereto) shall be rendered against any Consolidated Entity
or any combination thereof and the same shall remain undischarged for a period of 30 consecutive
days during which execution shall not be effectively stayed, or any action shall be legally taken
by a judgment creditor to attach or levy upon any assets of any Consolidated Entity to enforce any
such judgment;



(l) an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when
taken together with all other ERISA Events that have occurred, could reasonably be expected to
result in liability of any Consolidated Entity in an aggregate amount exceeding $15,000,000;



(m) (i) any Security Document shall for any reason cease to create in favor of the
Administrative Agent for its benefit and the ratable benefit of the Lenders a legal, valid and
enforceable perfected first-priority Lien on the Collateral as security for the Obligations, except
to the extent that such cessation (A) relates, during the term of this Agreement, to an aggregate
fair market value of assets that represent less than $2,000,000, (B) results from the failure of
the Administrative Agent to maintain possession of certificates representing securities pledged or
to file continuation statements under the Uniform Commercial Code of any applicable jurisdiction or
(C) is covered by a lender’s title insurance policy and the subject insurer promptly after the
occurrence of the resulting cessation shall have acknowledged in writing that the same is covered
by such title insurance policy; or (ii) any Loan Document executed by any Loan Party shall at any
time after its execution and delivery (except in accordance with its terms or pursuant to an
agreement of the parties thereof) and for any reason cease to be in full force and effect or shall
be declared null and void, or the validity or enforceability thereof shall be contested by any
Consolidated Entity or any Consolidated Entity shall deny in writing it has any further liability
or obligation thereunder;



(n) the subordination provisions relating to any Consolidated Subordinated Indebtedness shall
fail to be enforceable by the Administrative Agent or the Lenders in accordance with the terms
thereof or the Obligations shall fail to constitute “senior indebtedness” (or any other similar
term) under any document, instrument or other agreement evidencing any such Consolidated
Subordinated Indebtedness; or



(o) a Change in Control shall occur;



then, and in every such event (other than an event with respect to any Borrower described in clause
(h) or (i) of this Article), and at any time thereafter during the continuance of such event, the
Administrative Agent, at the request of the Required Lenders, shall by notice to the Parent
Borrower, take any or all of the following actions, at the same or different times: (i) terminate
the Commitments, and thereupon the Commitments shall terminate immediately, (ii) declare the Loans
then outstanding to be due and payable in whole (or in part, in which case any principal not so
declared to be due and payable may thereafter be declared to be due and payable), and thereupon the
principal of the Loans so declared to be due and payable, together with accrued interest thereon
and all fees and other Obligations (other than the Obligations arising under or in connection with
any Hedging Agreements), shall become due and payable immediately, without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by the Parent Borrower and
(iii) enforce its rights under the Guarantee Agreement and each Security Document on behalf of
itself as Administrative Agent, the Lenders and the Issuing Bank; and in case of any event with
respect to any Borrower described in clause (h) or (i) of this Article, the Commitments available
to such Borrower (and in the case of any such event with respect to the Parent Borrower, the
Commitments available to any Borrower) shall automatically terminate and the principal of the Loans
then outstanding thereunder, together with accrued interest thereon and all fees and other
Obligations (other than the Obligations arising under or in connection with any Hedging
Agreements), shall automatically become due and payable, without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by the Borrowers.



ARTICLE VIII




The Administrative Agent




(a) Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative
Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and
to exercise such powers as are delegated to the Administrative Agent by the terms hereof, together
with such actions and powers as are reasonably incidental thereto.



(b) The bank serving as the Administrative Agent hereunder shall have the same rights and
powers in its capacity as a Lender as any other Lender and may exercise the same as though it were
not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money
to and generally engage in any kind of business with any Consolidated Entity or other Affiliate
thereof as if it were not the Administrative Agent hereunder.



(c) The Administrative Agent shall not have any duties or obligations except those expressly
set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the
Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of
whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any
duty to take any discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated by the Loan Documents, whether upon, before or after an
Event of Default, that the Administrative Agent is required to exercise in writing by the Required
Lenders (or such other number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 10.02), and (c) except as expressly set forth in the Loan
Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable
for the failure to disclose, any information relating to any Consolidated Entity that is
communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in
any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it
with the consent or at the request of the Required Lenders (or such other number or percentage of
the Lenders as shall be necessary under the circumstances as provided in Section 10.02) or in the
absence of its own gross negligence or willful misconduct. The Administrative Agent shall be
deemed not to have knowledge of any Default unless and until written notice thereof is given to the
Administrative Agent by a Loan Party or a Lender, and the Administrative Agent shall not be
responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with any Loan Document, (ii) the contents of any
certificate, report or other document delivered hereunder or thereunder or in connection herewith
or therewith, (iii) the performance or observance of any of the covenants, agreements or other
terms or conditions set forth in any Loan Document, (iv) the validity, enforceability,
effectiveness or genuineness of any Loan Document or any other agreement, instrument or document,
or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document,
other than to confirm receipt of items expressly required to be delivered to the Administrative
Agent.



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



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



(f) Subject to the appointment and acceptance of a successor Administrative Agent as provided
in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the
Issuing Bank and the Parent Borrower. Upon any such resignation, the Required Lenders shall have
the right, in consultation with the Parent Borrower, to appoint a successor. If no successor shall
have been so appointed by the Required Lenders and shall have accepted such appointment within 30
days after the retiring Administrative Agent gives notice of its resignation, then the retiring
Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor
Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of
any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a
successor, such successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent
shall be discharged from its duties and obligations hereunder. The fees payable by the Parent
Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Parent Borrower and such successor. After the Administrative
Agent’s resignation hereunder, the provisions of this Article and Section 10.03 shall continue in
effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective
Related Parties in respect of any actions taken or omitted to be taken by any of them while it was
acting as Administrative Agent.



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



(h) Subject to the foregoing provisions of this Article VIII, the Administrative Agent shall,
on behalf of the Lenders, (i) execute each Loan Document other than this Agreement on behalf of the
Lenders, (ii) hold and apply the Collateral, and the proceeds thereof, at any time received by it
in accordance with the provisions of the Loan Documents, (iii) exercise any and all rights, powers
and remedies of the Lenders under the Loan Documents, including the giving of any consent or waiver
or the entering into of any amendment, subject to the provisions of Section 10.02, (iv) execute,
deliver and file financing statements, assignments and other such agreements, and possess
instruments on behalf of the Lenders and (v) in the event of acceleration of the obligations of the
Borrowers hereunder, exercise the rights of the Lenders under the Loan Documents upon and at the
direction of the Required Lenders.



(i) The Syndication Agent and the Co-Documentation Agents shall not have any right, power,
obligation, liability, responsibility or duty under any of the Loan Documents other than those
applicable to all Lenders. Without limiting the foregoing, the Syndication Agent and the
Co-Documentation Agents shall not have or be deemed to have a fiduciary relationship with any
Lender. Each Lender hereby makes the same acknowledgements with respect to the Syndication Agent
and the Co-Documentation Agents as it makes with respect to the Administrative Agent or any other
Lender in this Article VIII.



ARTICLE IX




Parent Borrower Guarantee




(a) The Parent Borrower hereby absolutely, irrevocably and unconditionally guarantees, as
primary obligor and not merely as a surety, the due and punctual payment of the Subsidiary Borrower
Obligations.



(b) To the extent permitted by applicable law, the Parent Borrower waives presentment to,
demand of payment from and protest to any Subsidiary Borrower of any of the Subsidiary Borrower
Obligations, and also waives notice of acceptance of the Subsidiary Borrower Obligations and notice
of protest for nonpayment. The obligations of the Parent Borrower hereunder shall not be affected
by (a) the failure of any Guaranteed Party to assert any claim or demand or to enforce or exercise
any right or remedy against any Subsidiary Borrower under the provisions of this Agreement, any
other Loan Document or otherwise or (b) any rescission, waiver, amendment or modification of any of
the terms or provisions of this Agreement, any other Loan Document or any other agreement or the
release or other impairment of any Collateral or the release of any Subsidiary Borrower.



(c) The Parent Borrower further agrees that its agreement under this Article IX constitutes a
promise of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed
the accrual or collection of any of the Subsidiary Borrower Obligations or operated as a discharge
thereof) and not merely of collection, and waives any right to require that any resort be had by
any Guaranteed Party to any balance of any deposit account or credit on the books of any Guaranteed
Party in favor of any Subsidiary Borrower or any other Person or to any other remedy against any
Subsidiary Borrower or any Collateral.



(d) The Parent Borrower guarantees that the Subsidiary Borrower Obligations will be paid
strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or
order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of a
Guaranteed Party with respect thereto. This is a present and continuing guarantee of payment and
not of collection, and the liability of the Parent Borrower under this Article IX shall be absolute
and unconditional, in accordance with its terms, and shall remain in full force and effect without
regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by,
any circumstance or occurrence whatsoever, including, without limitation: (a) any lack of validity
or enforceability of this Agreement, any other Loan Document or any other agreement or instrument
relating thereto; (b) any change in the time, place or manner of payment of, or in any other term
of, all or any of the Subsidiary Borrower Obligations, or any other amendment or waiver of or any
consent to any departure from this Agreement or any other Loan Document, including, without
limitation, any increase in the Subsidiary Borrower Obligations resulting from the extension of
additional credit to any Subsidiary Borrower 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,
or departure from, any other guarantee, for all or any of the Subsidiary Borrower Obligations; (d)
any change, restructuring or termination of the structure or existence of any Subsidiary Borrower;
(e) any bankruptcy, receivership, insolvency, reorganization, arrangement, readjustment,
composition, liquidation or similar proceedings with respect to any Subsidiary Borrower or the
properties or creditors of any of them; (f) the occurrence of any Default or Event of Default
under, or any invalidity or any unenforceability of, or any misrepresentation, irregularity or
other defect in, this Agreement or any other Loan Document; (g) any default, failure or delay,
willful or otherwise, on the part of any Subsidiary Borrower to perform or comply with, or the
impossibility or illegality of performance by any Subsidiary Borrower of, any term of this
Agreement or any other Loan Document; (h) any suit or other action brought by, or any judgment in
favor of, any beneficiaries or creditors of, any Subsidiary Borrower for any reason whatsoever,
including, without limitation, any suit or action in any way attacking or involving any issue,
matter or thing in respect of this Agreement or any other Loan Document; (i) any lack or limitation
of status or of power, incapacity or disability of any Subsidiary Borrower or any partner,
principal, trustee or agent thereof; or (j) any other circumstance which might otherwise constitute
a defense available to, or a discharge of, any Subsidiary Borrower or a third party guarantor.



(e) The obligations of the Parent Borrower under this Article IX shall not be subject to any
reduction, limitation, impairment or termination for any reason, and shall not be subject to any
defense or setoff, counterclaim, recoupment or termination whatsoever, by reason of the invalidity,
illegality or unenforceability of the Subsidiary Borrower Obligations, any impossibility in the
performance of the Subsidiary Borrower Obligations or other circumstance. Without limiting the
generality of the foregoing, the obligations of the Parent Borrower under this Article IX shall not
be discharged or impaired or otherwise affected by the failure of any Guaranteed Party to assert
any claim or demand or to enforce any remedy under this Agreement or any other agreement related
thereto, by any waiver or modification in respect of any thereof, by any default, failure or delay,
willful or otherwise, in the performance of the Subsidiary Borrower Obligations, or by any other
act or omission which may or might in any manner or to any extent vary the risk of the Parent
Borrower or otherwise operate as a discharge of the Parent Borrower or any other Subsidiary
Borrower as a matter of law or equity.



(f) The Parent Borrower further agrees that its obligations under this Article IX shall
continue to be effective or be reinstated, as the case may be, if at any time payment, or any part
thereof, of any Subsidiary Borrower Obligation is rescinded or must otherwise be restored by any
Guaranteed Party upon the bankruptcy or reorganization of any Subsidiary Borrower or otherwise.



(g) In furtherance of the foregoing and not in limitation of any other right which any
Guaranteed Party may have at law or in equity against the Parent Borrower by virtue of this Article
IX, upon the failure of any Subsidiary Borrower to pay any of its Subsidiary Borrower Obligations
when and as the same shall become due, whether at maturity, by acceleration, after notice of
prepayment or otherwise, the Parent Borrower hereby promises to and will, upon receipt of written
demand by the Administrative Agent, forthwith pay, or cause to be paid, in cash the amount of such
unpaid Subsidiary Borrower Obligation.



(h) Until the Commitments shall have expired or been terminated and the principal of and
interest on each Loan and all fees payable under this Agreement shall have been paid in full and
all Letters of Credit shall have expired or terminated (or cash collateralized to the satisfaction
of the Administrative Agent) and all LC Disbursements shall have been reimbursed, the Parent
Borrower hereby irrevocably agrees to subordinate any and all rights of subrogation, reimbursement,
exoneration, contribution or indemnification or any right to participate in any claim or remedy of
any Guaranteed Party (collectively, the “Subrogation Rights”), in any such case, arising in
connection with any payment or payments with respect to the principal of or premium, if any, or
interest on the Subsidiary Borrower Obligations, whether or not such claim, remedy or right arises
in equity, or under contract, statute or common law, including the right to take or receive,
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 or other rights. To effectuate such subordination, the Parent
Borrower hereby agrees that it shall not be entitled to any payment in respect of any Subrogation
Right until the Commitments shall have expired or been terminated and the principal of and interest
on each Loan and all fees payable under this Agreement shall have been paid in full and all Letters
of Credit shall have expired or terminated (or cash collateralized to the satisfaction of the
Administrative Agent) and all LC Disbursements shall have been reimbursed. If any amount shall be
paid to the Parent Borrower in violation of the preceding sentence, such amount shall be deemed to
have been paid to the Parent Borrower for the benefit of, and held in trust for, the benefit of the
Guaranteed Parties.



(i) This Article IX is a continuing guarantee and shall remain in full force and effect until
the Commitments shall have expired or been terminated and the principal of and interest on each
Loan and all fees payable under this Agreement shall have been paid in full and all Letters of
Credit shall have expired or terminated (or cash collateralized to the satisfaction of the
Administrative Agent) and all LC Disbursements shall have been reimbursed. No failure or delay on
the part of any Guaranteed Party in exercising any right, power or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any right, power or
privilege hereunder preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. The rights and remedies herein expressly specified are cumulative and
not exclusive of any rights or remedies which any Guaranteed Party would otherwise have. No notice
to or demand on the Parent Borrower in any case shall entitle the Parent Borrower to any other or
further notice or demand in similar or other circumstances or constitute a waiver of the rights of
any Guaranteed Party to any other or further action in any circumstances without notice or demand.



ARTICLE X




Miscellaneous




SECTION 10.01. Notices. Except in the case of notices and other communications
expressly permitted to be given by telephone, all notices and other communications provided for
herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by
certified or registered mail or sent by telecopy, as follows:



(a) if to the Parent Borrower, to it at Charles River Laboratories International, Inc., 251
Ballardvale Street, Wilmington, Massachusetts 01887, Attention of General Counsel (Telecopy No.
(978) 988-5665);



(b) if to any Subsidiary Borrower, to it c/o Charles River Laboratories International, Inc.,
251 Ballardvale Street, Wilmington, Massachusetts 01887, Attention of General Counsel (Telecopy No.
(978) 988-5665);



(c) if to JPMorgan Chase Bank, N.A., to it at JPMorgan Chase Bank, N.A., Loan and Agency
Services, 1111 Fannin Street, 10th Floor, Houston, Texas 77002, Attention of Khuyen K. Ta (Telecopy
No. (713) 750-2938), with a copy to JPMorgan Chase Bank, N.A., Two Corporate Drive, Shelton,
Connecticut 06484, Attention of D. Scott Farquhar (Telecopy No. (203) 944-8495);



(d) if to JPMorgan Chase Bank, N.A., Toronto Branch, to it at JPMorgan Chase Bank, N.A.,
Toronto Branch, 200 Bay Street, Royal Bank Plaza, Floor 18, Toronto M57 2J2, Canada, Attention of
Jennifer L. McLaughlin (Telecopy No. (416) 363-7574); with a copy to (i) JPMorgan Chase Bank,
N.A., Loan and Agency Services, 1111 Fannin Street, 10th Floor, Houston, Texas 77002, Attention of
Khuyen K. Ta (Telecopy No. (713) 750-2938), and (ii) JPMorgan Chase Bank, N.A., Two Corporate
Drive, Shelton, Connecticut 06484, Attention of D. Scott Farquhar (Telecopy No. (203) 944-8495);



(e) if to J.P. Morgan Europe Limited, to it at J.P. Morgan Europe Limited, 125 London Wall,
London EC2Y 5AJ, United Kingdom, Attention of The Manager, Loan & Agency Services (Telecopy No. +44
(0) 207 777 2360/2085); with a copy to (i) JPMorgan Chase Bank, N.A., Loan and Agency Services,
1111 Fannin Street, 10th Floor, Houston, Texas 77002, Attention of Khuyen K. Ta (Telecopy No. (713)
750-2938), and (ii) JPMorgan Chase Bank, N.A., Two Corporate Drive, Shelton, Connecticut 06484,
Attention of D. Scott Farquhar (Telecopy No. (203) 944-8495);



(f) if to any other Lender, to it at its address (or telecopy number) set forth in its
Administrative Questionnaire.



Any party hereto may change its address or telecopy number for notices and other communications
hereunder by notice to the other parties hereto. All notices and other communications given to any
party hereto in accordance with the provisions of this Agreement shall be deemed to have been given
on the date of receipt.



SECTION 10.02. Waivers; Amendments. (a) No failure or delay by the Administrative
Agent, the Issuing Bank or any Lender in exercising any right or power hereunder or under any other
Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any
such right or power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any other right or power.
The rights and remedies of the Administrative Agent, the Issuing Bank and the Lenders hereunder and
under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that
they would otherwise have. No waiver of any provision of any Loan Document or consent to any
departure by any Loan Party therefrom shall in any event be effective unless the same shall be
permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only
in the specific instance and for the purpose for which given. Without limiting the generality of
the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a
waiver of any Default, regardless of whether the Administrative Agent, any Lender or the Issuing
Bank may have had notice or knowledge of such Default at the time.



(b) Neither this Agreement nor any other Loan Document (other than any Hedging Agreement) nor
any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement
or agreements in writing entered into by the Borrowers and the Required Lenders or by the Borrowers
and the Administrative Agent with the consent of the Required Lenders; provided that no
such agreement shall (i) increase the Commitment of any Lender without the written consent of such
Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of
interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender
affected thereby, (iii) postpone the scheduled date of payment or prepayment of the principal
amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or
reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of
expiration of any Commitment, or extend the expiration date of any Letter of Credit to a date which
is after the Revolving Commitment Maturity Date without the written consent of each Lender affected
thereby, (iv) (A) release all or substantially all of the Guarantors from their respective
Guarantees under a Guarantee Agreement or limit their liability in respect of such Guarantees or
such Guarantee Agreement or their obligation to enter into and provide a Guarantee pursuant to a
Guarantee Agreement, or (B) release the Parent Guarantor from its obligations under Article IX
prior to the satisfaction of all the Subsidiary Borrower Obligations without the written consent of
the Super-Majority Facility Lenders, (v) release of the Lien of the Administrative Agent on all or
substantially all of the Collateral, without the written consent of each Lender, (vi) change
Section 2.21(b),(c) or (d) in a manner that would alter the pro rata sharing of payments required
thereby, without the written consent of each Lender, (vii) change any of the provisions of this
Section or the definition of “Required Lenders” or “Majority Facility Lenders” or any other
provision hereof specifying the number or percentage of Lenders required to waive, amend or modify
any rights hereunder or make any determination or grant any consent hereunder, without the written
consent of each Lender or (viii) consent to the assignment or transfer by any Loan Party of its
rights or obligations hereunder or under the other Loan Documents, without the written consent of
each Lender; provided further that no such agreement shall amend, modify or otherwise
affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender
hereunder without the prior written consent of the Administrative Agent, the Issuing Bank or the
Swingline Lender, as the case may be.



SECTION 10.03. Expenses; Indemnity; Damage Waiver. (a) The Parent Borrower shall pay
(i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates,
including the reasonable fees, charges and disbursements of counsel for the Administrative Agent,
in connection with the syndication of the credit facilities provided for herein, the preparation
and administration of the Loan Documents or any amendments, modifications or waivers of the
provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall
be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in
connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand
for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent,
the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for
the Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement or
protection of its rights in connection with the Loan Documents, including its rights under this
Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all
such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect
of such Loans or Letters of Credit.



(b) The Parent Borrower shall indemnify the Administrative Agent, the Issuing Bank and each
Lender, and each Related Party of any of the foregoing Persons (each such Person being called an
“Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses, including the fees, charges and disbursements of any
counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in
connection with, or as a result of (i) the execution or delivery of the Loan Documents or any
agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan
Documents of their respective obligations hereunder or thereunder or the consummation of the
Transactions or any other transactions contemplated hereby or thereby, (ii) any Loan or Letter of
Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a
demand for payment under a Letter of Credit if the documents presented in connection with such
demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged
presence or release of Hazardous Materials on or from any property owned or operated by any
Consolidated Entity, or any Environmental Liability related in any way to any Consolidated Entity,
or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of
the foregoing, whether based on contract, tort or any other theory and regardless of whether any
Indemnitee is a party thereto; provided that such indemnity shall not, as to any
Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related
expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to
have resulted from (x) the gross negligence or willful misconduct of such Indemnitee or (y) the
breach by such Indemnitee of any if its obligations hereunder.



(c) To the extent that the Parent Borrower fails to pay any amount required to be paid by it
to the Administrative Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of
this Section, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or
the Swingline Lender, as the case may be, such Lender’s Facility A Revolving Commitment Percentage
(determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)
of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim,
damage, liability or related expense, as the case may be, was incurred by or asserted against the
Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such.



(d) To the extent permitted by applicable law, the Parent Borrower shall not assert, and
hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement or any other Loan Document or any agreement or
instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the
use of the proceeds thereof.



(e) All amounts due under this Section 10.03 shall be payable promptly after written demand
therefor.



SECTION 10.04. Successors and Assigns. (a) The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of
Credit), except that the Borrowers may not assign or otherwise transfer any of their respective
rights or obligations hereunder or under any other Loan Document without the prior written consent
of each Lender (and any attempted assignment or transfer by any Borrower without such consent shall
be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer
upon any Person (other than the parties hereto, their respective successors and assigns permitted
hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit) and, to the
extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the
Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.



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




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




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




(C) the Issuing Bank, provided that no consent of the Issuing Bank
shall be required for an assignment of all or any portion of a Term Loan.




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




(A) except in the case of an assignment to a Lender or an Affiliate of a Lender
or an assignment of the entire remaining amount of the assigning Lender’s
Commitment, the amount of the Commitment of the assigning Lender subject to each
such assignment (determined as of the date the Assignment and Acceptance with
respect to such assignment is delivered to the Administrative Agent) shall not be
less than $5,000,000 (in the case of the Revolving Facility) and $1,000,000 (in the
case of the Term Facility) unless each of the Parent Borrower and the Administrative
Agent otherwise consent, (iii) each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender’s rights and
obligations under this Agreement,




(B) the parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Acceptance, together with a processing and
recordation fee of $3,500 to be paid by the assignor, and




(C) the assignee, if it shall not be a Lender prior to the date of such
assignment, shall deliver to the Administrative Agent an Administrative
Questionnaire; and provided further that any consent of the Parent
Borrower otherwise required under this paragraph shall not be required if an Event
of Default has occurred and is continuing and any consent requested by a Lender of
the Parent Borrower and the Administrative Agent under this Section 10.04(b) shall
be deemed granted by the Parent Borrower or the Administrative Agent, as the case
may be, if it does not respond to such request within 20 days after the written
request is delivered to the Parent Borrower and the Administrative Agent in
accordance with this Agreement. Subject to acceptance and recording thereof
pursuant to paragraph (d) of this Section, from and after the effective date
specified in each Assignment and Acceptance the assignee thereunder shall be a party
hereto and, to the extent of the interest assigned by such Assignment and
Acceptance, have the rights and obligations of a Lender under this Agreement, and
the assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Acceptance, be released from its obligations under this
Agreement (and, in the case of an Assignment and Acceptance covering all of the
assigning Lender’s rights and obligations under this Agreement, such Lender shall
cease to be a party hereto but shall continue to be entitled to the benefits of
Sections 2.18, 2.19, 2.20 and 9.03). Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this paragraph
shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with paragraph (e) of
this Section.



(c) The Administrative Agent, acting for this purpose as an agent of the Borrowers, shall
maintain at one of its offices in The City of New York a copy of each Assignment and Acceptance
delivered to it and a register for the recordation of the names and addresses of the Lenders, and
the Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender
pursuant to the terms hereof from time to time (the “Register”). The entries in the
Register shall be conclusive, and the Borrowers, the Administrative Agent, the Issuing Bank and the
Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof
as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.
The Register shall be available for inspection by the Parent Borrower, the Issuing Bank and any
Lender, at any reasonable time and from time to time upon reasonable prior notice.



(d) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning
Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee
shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph
(b) of this Section 10.04 and any written consent to such assignment required by paragraph (b) of
this Section 10.04, the Administrative Agent shall accept such Assignment and Acceptance and record
the information contained therein in the Register. No assignment shall be effective for purposes
of this Agreement unless it has been recorded in the Register as provided in this paragraph.



(e) Any Lender may, without the consent of the Borrowers, the Administrative Agent, the
Issuing Bank or the Swingline Lender, sell participations to one or more banks or other entities (a
“Participant”) in all or a portion of such Lender’s rights and obligations under this
Agreement (including all or a portion of its Commitment and the Loans owing to it);
provided that (i) such Lender’s obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto for the performance of
such obligations and (iii) the Borrowers, the Administrative Agent, the Issuing Bank and the other
Lenders shall continue to deal solely and directly with such Lender in connection with such
Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to
which a Lender sells such a participation shall provide that such Lender shall retain the sole
right to enforce this Agreement and to approve any amendment, modification or waiver of any
provision of this Agreement; provided that such agreement or instrument may provide that
such Lender will not, without the consent of the Participant, agree to any amendment, modification
or waiver described in the first proviso to Section 10.02(b) that affects such Participant.
Subject to paragraph (f) of this Section, each Loan Party agrees that each Participant shall be
entitled to the benefits of Sections 2.18, 2.19 and 2.20 to the same extent as if it were a Lender
and had acquired its interest by assignment pursuant to paragraph (b) of this Section 10.04. To
the extent permitted by law, each Participant also shall be entitled to the benefits of Section
10.08 as though it were a Lender, provided such Participant agrees to be subject to Section
2.20(c) as though it were a Lender.



(f) A Participant shall not be entitled to receive any greater payment under Section 2.18,
2.19 or 2.20 than the applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to such Participant is
made with the Parent Borrower’s prior written consent. A Participant that would be a Foreign
Lender if it were a Lender shall not be entitled to the benefits of Section 2.20 unless the Parent
Borrower is notified of the participation sold to such Participant and such Participant agrees, for
the benefit of the applicable Loan Party, to comply with Section 2.20(e) as though it were a
Lender.



(g) Any Lender may at any time pledge or assign a security interest in all or any portion of
its rights under this Agreement to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank, and this Section 10.04 shall not apply
to any such pledge or assignment of a security interest; provided that no such pledge or
assignment of a security interest shall release a Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for such Lender as a party hereto.



(h) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting
Lender”) may grant to a special purpose funding vehicle (an “SPC”) of such Granting
Lender, identified as such in writing from time to time by such Granting Lender to the
Administrative Agent and the Parent Borrower, the option to provide to the Borrowers all or any
part of any Loan that such Granting Lender would otherwise be obligated to make to the Borrowers
pursuant to Section 2.01 or 2.04, provided that (i) nothing herein shall constitute a
commitment to make any Loan by any SPC, (ii) if an SPC elects not to exercise such option or
otherwise fails to provide all or any part of such Loan, such Granting Lender shall be obligated to
make such Loan pursuant to the terms hereof and (iii) all credit decisions (including without
limitation any decisions with respect to amendments and waivers) will continue to be made by such
Granting Lender. The making of a Loan by an SPC hereunder shall utilize the Commitment of the
applicable Granting Lender to the same extent, and as if, such Loan were made by such Granting
Lender. Each party hereto hereby agrees that no SPC shall be liable for any payment under this
Agreement for which a Lender would otherwise be liable, for so long as, and to the extent, the
related Granting Lender makes such payment. In furtherance of the foregoing, each party hereto
hereby agrees that, prior to the date that is one year and one day after the payment in full of all
outstanding senior indebtedness of any SPC, it will not institute against, or join any other person
in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings or similar proceedings under the laws of the United States or any State
thereof. In addition, notwithstanding anything to the contrary contained in this Section, any SPC
may (i) with notice to, but without the prior written consent of, the Parent Borrower or the
Administrative Agent and without paying any processing fee therefor, assign all or a portion of its
interests in any Loans to its Granting Lender in connection with liquidity and/or credit facilities
to or for the account of such SPC to fund such Loans and (ii) subject to the provisions of Section
10.12, disclose on a confidential basis any non-public information relating to its Loans to any
rating agency, commercial paper dealer or provider of a surety, guarantee or credit or liquidity
enhancement to such SPC.



SECTION 10.05. Survival. All covenants, agreements, representations and warranties
made by the Loan Parties in the Loan Documents and in the certificates or other instruments
delivered in connection with or pursuant to this Agreement or any other Loan Document shall be
considered to have been relied upon by the other parties hereto and shall survive the execution and
delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit,
regardless of any investigation made by any such other party or on its behalf and notwithstanding
that the Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of
any Default or incorrect representation or warranty at the time any credit is extended hereunder,
and shall continue in full force and effect as long as the principal of or any accrued interest on
any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or
any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated.
The provisions of Sections 2.18, 2.19, 2.20 and 9.03 and Article VIII shall survive and remain in
full force and effect regardless of the consummation of the transactions contemplated hereby, the
repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments
or the termination of this Agreement or any provision hereof.



SECTION 10.06. Counterparts; Integration; Effectiveness. This Agreement may be
executed in counterparts (and by different parties hereto on different counterparts), each of which
shall constitute an original, but all of which when taken together shall constitute a single
contract. The Loan Documents and the separate letter agreements with respect to fees payable to
the Administrative Agent constitute the entire contract among the parties relating to the subject
matter hereof and thereof and supersede any and all previous agreements and understandings, oral or
written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement
shall become effective when it shall have been executed by the Administrative Agent and when the
Administrative Agent shall have received counterparts hereof which, when taken together, bear the
signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns. Delivery of an
executed counterpart of a signature page of this Agreement by telecopy shall be effective as
delivery of a manually executed counterpart of this Agreement.



SECTION 10.07. Severability. Any provision of this Agreement held to be invalid,
illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such invalidity, illegality or unenforceability without affecting the validity, legality
and enforceability of the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.



SECTION 10.08. Right of Setoff. If an Event of Default shall have occurred and be
continuing, 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 obligations at any
time owing by such Lender or Affiliate to or for the credit or the account of the Borrowers against
any of and all the obligations of such Borrower now or hereafter existing under this Agreement held
by such Lender, irrespective of whether or not such Lender shall have made any demand under this
Agreement and although such obligations may be unmatured. The rights of each Lender under this
Section are in addition to other rights and remedies (including other rights of setoff) which such
Lender may have.



SECTION 10.09. Governing Law; Jurisdiction; Consent to Service of Process; Judgment
Currency. (a) This Agreement shall be construed in accordance with and governed by the law of
the State of New York.



(b) Each Borrower hereby irrevocably and unconditionally submits, for itself and its property,
to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York
County and of the United States District Court of the Southern District of New York, and any
appellate court from any thereof, in any action or proceeding arising out of or relating to this
Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each
of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of
any such action or proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment
in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any
other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any
Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other
Loan Document against any Borrower or any of its properties in the courts of any jurisdiction.



(c) Each Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection which it may now or hereafter have to the laying of
venue of any suit, action or proceeding arising out of or relating to this Agreement in any court
referred to in paragraph (b) of this Section 10.09. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.



(d) Each party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 10.01. Nothing in this Agreement will affect the right of any
party to this Agreement to serve process in any other manner permitted by law.



(e) The Obligations of each Borrower shall, notwithstanding any judgment in a currency (the
“judgment currency”) other than the currency in which the sum originally due to such party or such
holder is denominated (the “original currency”), be discharged only to the extent that on the
Business Day following receipt by such party of any sum adjudged to be so due in the judgment
currency such party may in accordance with normal banking procedures purchase the original currency
with the judgment currency; if the amount of the original currency so purchased is less than the
sum originally due to such party in the original currency, such Borrower agrees, as a separate
obligation and notwithstanding any such judgment, to indemnify such party against such loss, and if
the amount of the original currency so purchased exceeds the sum originally due to any party to
this Agreement, such party, agrees to remit to such Borrower such excess.



SECTION 10.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY
OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT
OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION.



SECTION 10.11. Headings. Article and Section headings and the Table of Contents used
herein are for convenience of reference only, are not part of this Agreement and shall not affect
the construction of, or be taken into consideration in interpreting, this Agreement.



SECTION 10.12. Confidentiality. Each of the Administrative Agent, the Issuing Bank
and the Lenders agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (a) to its and its Affiliates’ directors, officers,
employees and agents, including accountants, legal counsel and other advisors (it being understood
that the Persons to whom such disclosure is made will be informed of the confidential nature of
such Information and instructed to keep such Information confidential), (b) to the extent requested
by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any
subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with
the exercise of any remedies under any Loan Document or any suit, action or proceeding relating to
this Agreement or any Loan Document or the enforcement of rights hereunder or thereunder, (f)
subject to an agreement containing provisions substantially the same as those of this Section, to
any assignee of or Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement, (g) with the consent of the Parent Borrower or (h) to
the extent such Information (i) becomes publicly available other than as a result of a breach of
this Section or (ii) becomes available to the Administrative Agent, the Issuing Bank or any Lender
on a nonconfidential basis from a source other than a Consolidated Entity. For the purposes of
this Section, “Information” means all information received from any Consolidated Entity
relating to any Consolidated Entity or its business, other than any such information that is
available to the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis
prior to disclosure by any Consolidated Entity; provided that, in the case of information
received from any Consolidated Entity after the date hereof, such information is clearly identified
at the time of delivery as confidential. Any Person required to maintain the confidentiality of
Information as provided in this Section 10.12 shall be considered to have complied with its
obligation to do so if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own confidential
information.



SECTION 10.13. Interest Rate Limitation. Notwithstanding anything herein to the
contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges
and other amounts which are treated as interest on such Loan under applicable law (collectively the
“Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be
contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance
with applicable law, the rate of interest payable in respect of such Loan hereunder, together with
all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent
lawful, the interest and Charges that would have been payable in respect of such Loan but were not
payable as a result of the operation of this Section shall be cumulated and the interest and
Charges payable to such Lender in respect of other Loans or periods shall be increased (but not
above the Maximum Rate therefor) until such cumulated amount, together with interest thereon to the
date of repayment, shall have been received by such Lender.



SECTION 10.14. Joint Creditors. Each of the Loan Parties, each of the Lenders and the
Administrative Agent agrees that the Administrative Agent shall be a joint creditor (together with
the relevant Lender) of each and every obligation of the Loan Parties towards each of the Lenders
under or in connection with the Loan Documents and that, accordingly, the Administrative Agent will
have its own independent right to demand performance by the Loan Parties of those obligations.
However, any discharge of any such obligation to the Administrative Agent or the relevant Lender
shall, to the same extent, discharge the corresponding obligation owing to the other.



SECTION 10.15. USA PATRIOT Act. Each Lender hereby notifies the Borrowers that
pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law
October 26, 2001)) (the “Act”), it is required to obtain, verify and record information
that identifies the Borrowers, which information includes the name and address of the Borrowers and
other information that will allow such Lender to identify the Borrowers in accordance with the Act.



3




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




	 	 	 	CHARLES RIVER LABORATORIES	 





INTERNATIONAL, INC.



	 	 	 
	By:

	 	/s/ Thomas F. Ackerman
	
 
	 	 
	
 
	 	Title: Authorized Signatory







	 	251	 	Ballardvale Street,






Wilmington, Massachusetts 01887




Taxpayer ID No.: 06-1397316




	 	 	 	CHARLES RIVER LABORATORIES CLINICAL SERVICES
LTD.	 





	 	 	 
	By:

	 	/s/ Thomas F. Ackerman
	
 
	 	 
	
 
	 	Title: Authorized Signatory







	 	 	 	Elphistone Research Center






Tranent




EH332NE




Corporation tax ID: 610 48120 02685 A 12




	 	 	 	CHARLES RIVER LABORATORIES PRECLINICAL
SERVICES	 





EDINBURGH LTD.



	 	 	 
	By:

	 	/s/ Thomas F. Ackerman
	
 
	 	 
	
 
	 	Title: Authorized Signatory







	 	 	 	Elphistone Research Center






Tranent




EH332NE




Corporation Tax ID: 610 18120 02701 A 11



4




	 	 	 	CHARLES RIVER LABORATORIES PRECLINICAL
SERVICES	 





MONTREAL, INC.



	 	 	 
	By:

	 	/s/ Thomas F. Ackerman
	
 
	 	 
	
 
	 	Title: Authorized Signatory







	 	87	 	Senneville Rd






Montreal, Quebec H9X 3R3




Canada




Corporate Tax ID: 14140 8252




	 	 	 	JPMORGAN CHASE BANK, N.A.	 





as a Lender, Issuing Bank and as
Administrative Agent



	 	 	 
	By:

	 	/s/ D. Scott Farquhar
	
 
	 	 
	
 
	 	Title: Vice President







	 	 	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH,	 





as a Lender and as Syndication Agent



	 	 	 	 	 
	By:

	 	/s/ Paul L. Colón
	 	

	 	 	 

	
 
	 	Title: Director

By:
	 	

/s/ Karim Blasetti
	
 
	 	 	 	 
	
 
	 	 	 	Title: Associate







	 	 	 	BANK
OF AMERICA, N.A.,	 





as a Lender and as a Co-Documentation
Agent



	 	 	 
	By:

	 	/s/ Karen Kinsella
	
 
	 	 
	
 
	 	Title: Senior Vice President







	 	 	 	CITIZENS BANK OF MASSACHUSETTS,	 





as a Lender and as a Co-Documentation
Agent



	 	 	 
	By:

	 	/s/ R. Scott Haskell
	
 
	 	 
	
 
	 	Title: Senior Vice President







	 	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION,	 





as a Lender and as a Co-Documentation
Agent



	 	 	 
	By:

	 	/s/ Patricia S. Gaudreau
	
 
	 	 
	
 
	 	Title: Senior Vice President
	 
	 	 






5





	 	 	 	CREDIT SUISSE, LONDON BRANCH,	 





as a Lender



	 	 	 	 	 
	By:

	 	/s/ Garrett Lynskey
	 	

	 	 	 

	
 
	 	Title: Director

By:
	 	

/s/ Karmlesh Vara
	
 
	 	 	 	 







	 	 	 	Title: Director




6










	 	 	 	CREDIT SUISSE, TORONTO BRANCH,	 





as a Lender



	 	 	 	 	 
	By:

	 	/s/ Alain Daoust
	 	

	 	 	 

	
 
	 	Title: Director

By:
	 	

/s/ Bruce F. Wetherly
	
 
	 	 	 	 







	 	 	 	Title: Director, Controllers Department




7










	 	 	 	BANK
OF AMERICA, N.A. (CANADA BRANCH), as a
Lender	 





	 	 	 
	By:

	 	/s/ Medina Sales de Andrade
	
 
	 	 
	
 
	 	Title: Assistant Vice President
	 
	 	 






8





	 	 	 	ABN
AMRO BANK N.V., as a Lender	 





	 	 	 	 	 
	By:

	 	/s/ Eric Oppenheimer
	 	

	 	 	 

	
 
	 	Title: Director

By:
	 	

/s/ Kevin LeGallo
	
 
	 	 	 	 







	 	 	 	Title: Assistant Vice President




9










	 	 	 	SOCIETE GENERALE, as a Lender	 





	 	 	 
	By:

	 	/s/ Geoffroy Tessonniere de Gramont
	
 
	 	 
	
 
	 	Title: Vice President
	 
	 	 






10





	 	 	 	U.S.
BANK N.A., as a Lender	 





	 	 	 
	By:

	 	/s/ Michael P. Dickman
	
 
	 	 
	
 
	 	Title: Vice President
	 
	 	 






11





	 	 	 	U.S.
BANK National Association, Canada
Branch, as a Lender	 





	 	 	 
	By:

	 	/s/ Kevin Jephcott
	
 
	 	 
	
 
	 	Title: Principal Officer
	 
	 	 






12





	 	 	 	SUMITOMO MITSUI BANKING CORPORATION, as a
Lender	 





	 	 	 
	By:

	 	/s/ David A. Buck
	
 
	 	 
	
 
	 	Title: Senior Vice President
	 
	 	 






13





	 	 	 	SUMITOMO MITSUI BANKING CORPORATION OF
CANADA, as a Lender	 





	 	 	 
	By:

	 	/s/ Elwood Langley
	
 
	 	 
	
 
	 	Title: Vice President
	 
	 	 






14





	 	 	 	SUNTRUST BANK, as a Lender	 





	 	 	 
	By:

	 	/s/ William D. Priester
	
 
	 	 
	
 
	 	Title: Director
	 
	 	 






15





	 	 	 	KEYBANK NATIONAL ASSOCIATION, as a Lender	 





	 	 	 
	By:

	 	/s/ Jeff Kalinowski
	
 
	 	 
	
 
	 	Title: Senior Vice President
	 
	 	 






16





	 	 	 	CALYON NEW YORK BRANCH, as a Lender	 





	 	 	 	 	 
	By:

	 	/s/ Charles Heidsieck
	 	

	 	 	 

	 	 	Title: Managing Director

	
 
	 	By:
	 	/s/ Attila Coach
	
 
	 	 	 	 







	 	 	 	Title: Managing Director




17










	 	 	 	COMERICA BANK, as a Lender	 





	 	 	 
	By:

	 	/s/ Stacey V. Judd
	
 
	 	 
	
 
	 	Title: Vice President
	 
	 	 






18





	 	 	 	COMERICA BANK, CANADA BRANCH, as a Lender	 





	 	 	 
	By:

	 	/s/ Robert Rosen
	
 
	 	 
	
 
	 	Title: Vice President
	 
	 	 






19





	 	 	 	NATIONAL CITY BANK, as a Lender	 





	 	 	 
	By:

	 	/s/ Renee M. Bonnell
	
 
	 	 
	
 
	 	Title: AssistantVice President
	 
	 	 






20





	 	 	 	NATIONAL CITY BANK, CANADA BRANCH, as a
Lender	 





	 	 	 	 	 
	By:

	 	/s/ Caroline Stade
	 	

	 	 	 

	 	 	Title: Vice President

	
 
	 	By:
	 	/s/ G. William Hines
	
 
	 	 	 	 







	 	 	 	Title: Senior Vice President




21










	 	 	 	GENERAL ELECTRIC CAPITAL, CANADA
HOLDINGS COMPANY, as a Lender	 





	 	 	 	 	 
	By:

	 	/s/ D. Peter Donovan
	 	

	 	 	 

	
 
	 	Title: Vice President

By:
	 	

/s/ Juliet A. Reid
	
 
	 	 	 	 







	 	 	 	Title: Assistant Secretary




22










	 	 	 	MIZUHO CORPORATE BANK, LTD., as a Lender	 





	 	 	 
	By:

	 	/s/ Raymond Ventura
	
 
	 	 
	
 
	 	Title: Deputy General Manager
	 
	 	 






23





	 	 	 	PNC
BANK, NATIONAL ASSOCIATION, as a Lender	 





	 	 	 
	By:

	 	/s/ Michael A. Richards
	
 
	 	 
	
 
	 	Title: Senior Vice President
	 
	 	 






24





	 	 	 	NORINCHUKIN BANK NEW YORK BRANCH, as a Lender	 





	 	 	 
	By:

	 	/s/ Toshifumi Tsukitani
	
 
	 	 
	
 
	 	Title: General Manager
	 
	 	 






25





	 	 	 	BROWN
BROTHERS HARRIMAN & CO., as a Lender	 





	 	 	 
	By:

	 	/s/ J. Edward Hall
	
 
	 	 
	
 
	 	Title: Managing Director
	 
	 	 







26