EX-10.1






CREDIT AGREEMENT




AMONG




COOPER CAMERON CORPORATION,




AND THE OTHER BORROWERS NAMED HEREIN




AS BORROWERS,




THE LENDERS NAMED HEREIN,




JPMORGAN CHASE BANK, N.A.




AS ADMINISTRATIVE AGENT,




J.P. MORGAN SECURITIES INC.




AS LEAD ARRANGER AND SOLE BOOK RUNNER,




CALYON NEW YORK BRANCH




AS SYNDICATION AGENT,




AND




ABN AMRO BANK N.V., CITIBANK, N.A.,




AND THE ROYAL BANK OF SCOTLAND PLC




AS DOCUMENTATION AGENTS




DATED AS OF




OCTOBER 12, 2005




	 	 	 	 	 	 	 	 	 
	ARTICLE I            DEFI
	 	NITIONS                                                               1
	 	 	 	 
	ARTICLE II
	 	THE CREDITS
	 		15	
	2.1
	 	Commitment
	 		15	
	2.2
	 	Determination of Dollar Amounts; Required Payments; Termination
	 		15	
	2.3
	 	Ratable Loans
	 		16	
	2.4
	 	Types of Advances
	 		16	
	2.5
	 	Swing Line Loans
	 		16	
	2.6
	 	Facility Fee; Usage Fee; Reductions in Aggregate Commitment
	 		20	
	2.7
	 	Minimum Amount of Each Advance
	 		20	
	2.8
	 	Optional Principal Payments
	 		20	
	2.9
	 	Method of Selecting Types and Interest Periods for New Advances
	 		21	
	2.10
	 	Conversion and Continuation of Outstanding Advances
	 		21	
	2.11
	 	Method of Borrowing
	 		22	
	2.12
	 	Changes in Interest Rate, etc
	 		22	
	2.13
	 	Rates Applicable After Default
	 		23	
	2.14
	 	Method of Payment
	 		23	
	2.15
	 	Advances to be Made in Euro
	 		24	
	2.16
	 	Noteless Agreement; Evidence of Indebtedness
	 		24	
	2.17
	 	Telephonic Notices
	 		24	
	2.18
	 	Interest Payment Dates; Interest and Fee Basis
	 		24	







	 	2.19	 	Notification of Advances, Interest Rates, Prepayments and Commitment
Reductions 25	 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.20
	 	Lending Installations
	 	 	25	 	 	 	 	 
	2.21
	 	Non-Receipt of Funds by the Administrative Agent
	 	 	25	 	 	 	 	 
	2.22
	 	Market Disruption
	 	 	26	 	 	 	 	 
	2.23
	 	Judgment Currency
	 	 	26	 	 	 	 	 
	2.24
	 	Additional Borrowing Subsidiaries
	 	 	26	 	 	 	 	 
	2.25
	 	Lender Replacement
	 	 	27	 	 	 	 	 
	2.26
	 	Facility LCs
	 	 	27	 	 	 	 	 
	2.27
	 	Increase in Aggregate Commitment
	 	 	32	 	 	 	 	 
	2.28
	 	Extension of Facility Termination Date
	 	 	33	 	 	 	 	 
	ARTICLE III
	 	YIELD PROTECTION; TAXES
	 	 	35	 	 	 	 	 
	3.1
	 	Yield Protection
	 	 	35	 	 	 	 	 
	3.2
	 	Changes in Capital Adequacy Regulations
	 	 	36	 	 	 	 	 
	3.3
	 	Availability of Types of Advances
	 	 	37	 	 	 	 	 
	3.4
	 	Funding Indemnification
	 	 	37	 	 	 	 	 
	3.5
	 	Taxes
	 	 	37	 	 	 	 	 
	3.6
	 	Lender Statements; Survival of Indemnity
	 	 	39	 	 	 	 	 
	ARTICLE IV
	 	CONDITIONS PRECEDENT
	 	 	39	 	 	 	 	 
	4.1
	 	Initial Credit Extensions
	 	 	39	 	 	 	 	 
	4.2
	 	Each Credit Extension
	 	 	41	 	 	 	 	 
	ARTICLE V
	 	REPRESENTATIONS AND WARRANTIES
	 	 	41	 	 	 	 	 
	5.1
	 	Existence and Standing
	 	 	41	 	 	 	 	 
	5.2
	 	Authorization and Validity
	 	 	42	 	 	 	 	 
	5.3
	 	No Conflict; Government Consent
	 	 	42	 	 	 	 	 
	5.4
	 	Financial Statements
	 	 	42	 	 	 	 	 
	5.5
	 	Taxes
	 	 	43	 	 	 	 	 
	5.6
	 	Litigation and Contingent Obligations
	 	 	43	 	 	 	 	 
	5.7
	 	Subsidiaries
	 	 	43	 	 	 	 	 
	5.8
	 	ERISA
	 	 	43	 	 	 	 	 
	5.9
	 	Accuracy of Information
	 	 	43	 	 	 	 	 
	5.10
	 	Regulation U
	 	 	44	 	 	 	 	 
	5.11
	 	Material Agreements
	 	 	44	 	 	 	 	 
	5.12
	 	Compliance With Laws
	 	 	44	 	 	 	 	 
	5.13
	 	Ownership of Properties
	 	 	44	 	 	 	 	 
	5.14
	 	Plan Assets; Prohibited Transactions
	 	 	44	 	 	 	 	 
	5.15
	 	Environmental Matters
	 	 	44	 	 	 	 	 
	5.16
	 	Investment Company Act
	 	 	44	 	 	 	 	 
	5.17
	 	Public Utility Holding Company Act
	 	 	44	 	 	 	 	 
	5.18
	 	Reportable Transaction
	 	 	45	 	 	 	 	 
	5.19
	 	Foreign Assets Control Regulations, etc
	 	 	45	 	 	 	 	 
	5.20
	 	Obligations Pari Passu
	 	 	45	 	 	 	 	 
	ARTICLE VI
	 	COVENANTS
	 	 	45	 	 	 	 	 
	6.1
	 	Financial Reporting
	 	 	45	 	 	 	 	 
	6.2
	 	Use of Proceeds
	 	 	47	 	 	 	 	 
	6.3
	 	Notice of Default
	 	 	47	 	 	 	 	 
	6.4
	 	Conduct of Business
	 	 	47	 	 	 	 	 
	6.5
	 	Taxes
	 	 	47	 	 	 	 	 
	6.6
	 	Insurance
	 	 	47	 	 	 	 	 
	6.7
	 	Compliance with Laws
	 	 	47	 	 	 	 	 
	6.8
	 	Maintenance of Properties
	 	 	47	 	 	 	 	 
	6.9
	 	Inspection
	 	 	47	 	 	 	 	 
	6.10
	 	Capital Stock and Dividends
	 	 	48	 	 	 	 	 
	6.11
	 	Indebtedness
	 	 	48	 	 	 	 	 
	6.12
	 	Merger
	 	 	49	 	 	 	 	 
	6.13
	 	Sale of Assets
	 	 	49	 	 	 	 	 
	6.14
	 	Sale of Accounts
	 	 	49	 	 	 	 	 
	6.15
	 	Liens
	 	 	49	 	 	 	 	 
	6.16
	 	Affiliates
	 	 	50	 	 	 	 	 
	6.17
	 	Environmental Matters
	 	 	50	 	 	 	 	 
	6.18
	 	Restrictions on Subsidiary Payments
	 	 	50	 	 	 	 	 
	6.19
	 	ERISA Compliance
	 	 	50	 	 	 	 	 
	6.20
	 	Total Debt to Total Capitalization Ratio
	 	 	51	 	 	 	 	 
	ARTICLE VII
	 	DEFAULTS
	 	 	51	 	 	 	 	 
	ARTICLE VIIIACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES
	 	 	53	 	 	 	 	 
	8.1
	 	Acceleration; Facility LC Collateral Account
	 	 	53	 	 	 	 	 
	8.2
	 	Amendments
	 	 	54	 	 	 	 	 
	8.3
	 	Preservation of Rights
	 	 	55	 	 	 	 	 
	ARTICLE IX
	 	GENERAL PROVISIONS
	 	 	55	 	 	 	 	 
	9.1
	 	Survival of Representations
	 	 	55	 	 	 	 	 
	9.2
	 	Governmental Regulation
	 	 	55	 	 	 	 	 
	9.3
	 	Headings
	 	 	55	 	 	 	 	 
	9.4
	 	Entire Agreement
	 	 	55	 	 	 	 	 
	9.5
	 	Several Obligations; Benefits of this Agreement
	 	 	56	 	 	 	 	 
	9.6
	 	Expenses; Indemnification
	 	 	56	 	 	 	 	 
	9.7
	 	Numbers of Documents
	 	 	57	 	 	 	 	 
	9.8
	 	Accounting
	 	 	57	 	 	 	 	 
	9.9
	 	Severability of Provisions
	 	 	57	 	 	 	 	 
	9.10
	 	Nonliability of Lenders
	 	 	58	 	 	 	 	 
	9.11
	 	Confidentiality
	 	 	58	 	 	 	 	 
	9.12
	 	Nonreliance
	 	 	58	 	 	 	 	 
	9.13
	 	Disclosure
	 	 	58	 	 	 	 	 
	9.14
	 	USA PATRIOT Act Notice
	 	 	58	 	 	 	 	 
	ARTICLE X
	 	THE ADMINISTRATIVE AGENT
	 	 	59	 	 	 	 	 
	10.1
	 	Appointment; Nature of Relationship
	 	 	59	 	 	 	 	 
	10.2
	 	Powers
	 	 	59	 	 	 	 	 
	10.3
	 	General Immunity
	 	 	59	 	 	 	 	 
	10.4
	 	No Responsibility for Loans, Recitals, etc
	 	 	59	 	 	 	 	 
	10.5
	 	Action on Instructions of Lenders
	 	 	60	 	 	 	 	 
	10.6
	 	Employment of Administrative Agents and Counsel
	 	 	60	 	 	 	 	 
	10.7
	 	Reliance on Documents; Counsel
	 	 	60	 	 	 	 	 
	10.8
	 	Administrative Agent's Reimbursement and Indemnification
	 	 	60	 	 	 	 	 
	10.9
	 	Notice of Default
	 	 	61	 	 	 	 	 
	10.10
	 	Rights as a Lender
	 	 	61	 	 	 	 	 
	10.11
	 	Lender Credit Decision
	 	 	61	 	 	 	 	 
	10.12
	 	Successor Administrative Agent
	 	 	61	 	 	 	 	 
	10.13
	 	Administrative Agent and Arranger Fees
	 	 	62	 	 	 	 	 
	10.14
	 	Delegation to Affiliates
	 	 	62	 	 	 	 	 
	10.15
	 	Co-Agents, Documentation Agent, Syndication Agent, etc
	 	 	62	 	 	 	 	 
	ARTICLE XI
	 	SETOFF; RATABLE PAYMENTS
	 	 	62	 	 	 	 	 
	11.1
	 	Setoff
	 	 	62	 	 	 	 	 
	11.2
	 	Ratable Payments
	 	 	62	 	 	 	 	 
	ARTICLE XII
	 	BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS
	 	 	63	 	 	 	 	 
	12.1
	 	Successors and Assigns
	 	 	63	 	 	 	 	 
	12.2
	 	Participations
	 	 	63	 	 	 	 	 
	12.3
	 	Assignments
	 	 	64	 	 	 	 	 
	12.4
	 	Dissemination of Information
	 	 	65	 	 	 	 	 
	12.5
	 	Tax Treatment
	 	 	65	 	 	 	 	 
	ARTICLE XIIINOTICES
	 	 	 	 	 	 	65	 	 	 	 	 
	13.1
	 	Notices
	 	 	65	 	 	 	 	 
	13.2
	 	Change of Address
	 	 	65	 	 	 	 	 
	ARTICLE XIVCOUNTERPARTS
	 	 	 	 	 	 	65	 	 	 	 	 
	ARTICLE XV
	 	CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL
	 	 	 	 	 	 	66	 
	15.1
	 	CHOICE OF LAW
	 	 	66	 	 	 	 	 
	15.2
	 	CONSENT TO JURISDICTION
	 	 	66	 	 	 	 	 
	15.3
	 	WAIVER OF JURY TRIAL
	 	 	66	 	 	 	 	 






SCHEDULES AND EXHIBITS




	 	 	 
	PRICING SCHEDULE

EXHIBIT A-1

EXHIBIT A-2

EXHIBIT B

EXHIBIT C

	 	

FORM OF IN-HOUSE COUNSEL OPINION

FORM OF OUTSIDE COUNSEL OPINION

FORM OF COMPLIANCE CERTIFICATE

FORM OF ASSIGNMENT AGREEMENT






EXHIBIT D FORM OF LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION



	 	 	 
	EXHIBIT E

EXHIBIT F

EXHIBIT G

SCHEDULE 1

SCHEDULE 2

SCHEDULE 3

	 	FORM OF NOTE

FORM OF JOINDER AGREEMENT

FORM OF GUARANTY

SUBSIDIARIES

LIENS

EUROCURRENCY PAYMENT OFFICES OF THE AGENT






1



CREDIT AGREEMENT




This Agreement, dated as of October 12, 2005, is among Cooper Cameron Corporation, Cooper
Cameron (U.K.) Limited, Cameron GmbH, Cooper Cameron (Singapore) Pte. Ltd., Cooper Cameron Canada
Corp., Cooper Cameron (Luxembourg) SARL, the Lenders (defined below), Calyon New York Branch, as
Syndication Agent, ABN AMRO Bank N.V., Citibank, N.A., and The Royal Bank of Scotland plc, as
Documentation Agents, and JPMorgan Chase Bank, N.A., as L/C Issuer and Administrative Agent. The
parties hereto agree as follows:



ARTICLE I




DEFINITIONS




As used in this Agreement:



“Additional Lender” is defined in Section 2.27(a).



“Administrative Agent” means JPMorgan Chase Bank, N.A. in its capacity as contractual
representative of the Lenders pursuant to Article X, and not in its individual capacity as a
Lender, and any successor Administrative Agent appointed pursuant to Article X.



“Advance” means a borrowing hereunder, (a) made by some or all of the Lenders on the same
Borrowing Date, or (b) converted or continued by the Lenders on the same date of conversion or
continuation, consisting, in either case, of the aggregate amount of the several Loans of the same
Type and, in the case of Eurocurrency Loans, in the same Agreed Currency and for the same Interest
Period. The term “Advance” shall include Swing Line Loans unless otherwise expressly provided.



“Affiliate” of any Person means any other Person directly or indirectly controlling,
controlled by or under common control with such Person. A Person shall be deemed to control
another Person if the controlling Person owns 15% or more of any class of voting securities (or
other ownership interests) of the controlled Person or possesses, directly or indirectly, the power
to direct or cause the direction of the management or policies of the controlled Person, whether
through ownership of stock, by contract or otherwise.



“Agreed Currencies” means (a) Dollars, (b) so long as such currencies remain Eligible
Currencies, British Pounds Sterling, Canadian Dollars, and, the Euro, and (c) any other Eligible
Currency which a Borrower requests the Administrative Agent to include as an Agreed Currency
hereunder and which is acceptable to all of the Lenders.



“Aggregate Commitment” means the aggregate of the Commitments of all the Lenders, as reduced
or increased from time to time pursuant to the terms hereof.



“Aggregate Outstanding Credit Exposure” means, at any time, the aggregate of the Outstanding
Credit Exposure of all the Lenders.



“Agreement” means this credit agreement, as it may be amended, restated, modified or
supplemented and in effect from time to time.



“Agreement Accounting Principles” means generally accepted accounting principles as in effect
from time to time, applied in a manner consistent with that used in preparing the financial
statements referred to in Section 5.4.



“Alternate Base Rate” means, for any day, a rate of interest per annum equal to the higher of
(a) the Prime Rate for such day and (b) the sum of the Federal Funds Effective Rate for such day
plus 1/2% per annum.



“Anniversary Date” means each annual anniversary of the Closing Date.



“Applicable Fee Rate” means, at any time, the percentage rate per annum at which Facility Fees
or usage fees are accruing at such time as set out in the attached Pricing Schedule.



“Applicable Margin” means, with respect to Advances of any Type or Facility LC’s of any Type,
at any time, the percentage rate per annum which is applicable at such time with respect to
Advances or Facility LC’s of such Type as set out in the attached Pricing Schedule.



“Approximate Equivalent Amount” of any currency with respect to any amount of Dollars shall
mean the Equivalent Amount of such currency with respect to such amount of Dollars on or as of such
date, rounded up to the nearest amount of such currency as determined by the Administrative Agent
from time to time.



“Arranger” means J.P. Morgan Securities Inc. and its successors, in its capacity as Lead
Arranger and Sole Book Runner.



“Article” means an article of this Agreement unless another document is specifically
referenced.



“Asset Disposition” means any sale, transfer, or other disposition of any asset of the Parent
or any Subsidiary in a single transaction or in a series of related transactions (other than the
sale of inventory in the ordinary course, the sale of obsolete or excess machinery, equipment, or
furniture in the ordinary course, and the sale of accounts and notes receivable permitted by
Section 6.14).



“Attributable Debt” means as at the time of determination (a) with respect to a Synthetic
Lease, the present value (discounted at the explicit or implicit interest rate applicable to such
Synthetic Lease at such time) of the total obligations of the lessee for rental payments during the
remaining term of such Synthetic Lease at such time and (b) with respect to an accounts or notes
receivable financing or securitization program, the outstanding balance of amounts advanced in
respect of the receivables and notes under such program.



“Authorized Officer” means, with respect to any of the Borrowers, any of the chief executive
officer, president, chief financial officer, treasurer, assistant treasurer, or controller, acting
singly.



“Availability” is defined in Section 7.2.



“Available Aggregate Commitment” means, at any time, the Aggregate Commitment then in effect
minus the Aggregate Outstanding Credit Exposure at such time.



“Bank Guaranty” means a guaranty executed by a LC Issuer with respect to obligations of a
Borrower and provided pursuant to this Agreement.



“Borrower” means any of the Parent and the Borrowing Subsidiaries and “Borrowers” means,
collectively, the Parent and the Borrowing Subsidiaries.



“Borrowing Date” means a date on which an Advance is made hereunder.



“Borrowing Notice” is defined in Section 2.9.



“Borrowing Subsidiary” means each of Cooper Cameron (U.K.) Limited, Cameron GmbH, Cooper
Cameron (Singapore) Pte. Ltd., Cooper Cameron Canada Corp., Cooper Cameron (Luxembourg) SARL and
any other Subsidiary of the Parent which has entered into a Joinder Agreement.



“Business Day” means (a) with respect to any borrowing, payment or rate selection of
Eurocurrency Advances, a day (other than a Saturday or Sunday) on which banks generally are open in
Chicago and New York for the conduct of substantially all of their commercial lending activities,
interbank wire transfers can be made on the Fedwire system and dealings in Dollars and the other
Agreed Currencies are carried on in the London interbank market (and, if the Advances which are the
subject of such borrowing, payment or rate selection are denominated in Euro, a day upon which such
clearing system as is determined by the Administrative Agent to be suitable for clearing or
settlement of the Euro is open for business) and (b) for all other purposes, a day (other than a
Saturday or Sunday) on which banks generally are open in Chicago and New York for the conduct of
substantially all of their commercial lending activities and interbank wire transfers can be made
on the Fedwire system.



“Canadian Borrower” means any Borrowing Subsidiary which is incorporated under and operating
in Canada or one of its provinces.



“Canadian Dollars” shall mean the lawful currency of Canada.



“Canadian Swing Line Borrowing Notice” is defined in Section 2.5.1(b).



“Canadian Swing Line Election” means the agreement of the Canadian Swing Line Lenders to make,
at their election, Canadian Swing Line Loans up to a maximum principal amount of $15,000,000 at any
one time outstanding.



“Canadian Swing Line Lender” means JPMorgan Chase Bank, N.A., Toronto Branch, and each other
Lender which agrees at the request of the Parent to act as a Canadian Swing Line Lender hereunder,
or any other Lender which may succeed to their rights and obligations as Canadian Swing Line Lender
pursuant to the terms of this Agreement, and “Canadian Swing Line Lenders” means, collectively, all
of such Canadian Swing Line Lenders. Each Canadian Swing Line Lender must be exempt from
withholding taxes imposed by Canada on interest payments made by the Parent or any Canadian
Borrower, but need not be located in Canada.



“Canadian Swing Line Loan” means a Loan made available to the Parent or any Canadian Borrower
by the Canadian Swing Line Lenders pursuant to Section 2.5.1.



“Canadian Swing Line Share” means, with respect to a Canadian Swing Line Lender, a portion
equal to a fraction the numerator of which is the Dollar Amount set out opposite its signature
below under the heading “Canadian Swing Line Loan Amount” (as it may be modified as a result of any
assignment that has become effective pursuant to Section 12.3.2 or as otherwise modified from time
to time pursuant to the terms hereof) and the denominator of which is Dollar Amount of the Canadian
Swing Line Election.



“Capitalized Lease” of a Person means any lease of Property by such Person as lessee which
would be capitalized on a balance sheet of such Person prepared in accordance with Agreement
Accounting Principles.



“Capitalized Lease Obligations” of a Person means the amount of the obligations of such Person
under Capitalized Leases which would be shown as a liability on a balance sheet of such Person
prepared in accordance with Agreement Accounting Principles.



“CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act of
1980, as amended, and all rules and regulations and requirements thereunder in each case as now or
hereafter in effect.



“Change in Control” means the acquisition by any Person, or two or more Persons acting in
concert, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange
Commission under the Securities Exchange Act of 1934) of 50% or more of the outstanding shares of
voting stock of the Parent.



“Closing Date” means the date on or after the date of this Agreement on which all conditions
precedent set out in Section 4.1 hereof have been satisfied or waived by the party or parties
entitled to performance thereof.



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



“Collateral Shortfall Amount” is defined in Section 8.1.



“Commitment” means, for each Lender, the obligation of such Lender to make Revolving Loans to,
and participate in Facility LCs issued upon the application of, the Borrowers in an aggregate
amount not exceeding the amount set out opposite its signature below, as it may be modified as a
result of any assignment that has become effective pursuant to Section 12.3.2 or as otherwise
modified from time to time pursuant to the terms hereof.



“Commitment Increase” is defined in Section 2.27(a).



“Commitment Maturity Date” means, with respect to each Lender, October 12, 2010, as such date
may be extended from time to time pursuant to Section 2.28, or, if earlier, the Facility
Termination Date.



“Compliance Certificate” means a certificate substantially in the form of Exhibit B.



“Computation Date” is defined in Section 2.2.



“Consolidated EBITDA” means (a) Consolidated Net Income for any applicable period plus, to the
extent deducted from revenues in determining Consolidated Net Income (a) Consolidated Interest
Expense for such period, (ii) expenses for income and franchise taxes paid or accrued during such
period, (iii) depreciation and amortization for such period, (iv) non-recurring, non-cash charges
for such period, and (iv) extraordinary losses incurred during such period other than in the
ordinary course of business minus, to the extent included in Consolidated Net Income, extraordinary
gains realized in such period other than in the ordinary course of business, all calculated for the
Parent and its Subsidiaries on a consolidated basis, and (b) includes, on a pro forma basis,
Consolidated EBITDA of any Person acquired in accordance with Section 6.12 for the four fiscal
quarters most recently ended prior to the date of such acquisition, provided that the Consolidated
EBITDA of any such acquired Person may be included in the Consolidated EBITDA of the Parent only if
the Parent provides to the Administrative Agent, prior to or simultaneously with the delivery of
any Compliance Certificate including the Consolidated EBITDA of such Person, financial statements
of such Person for the fiscal year of such Person most recently ended, audited by independent
certified public accountants reasonably acceptable to the Administrative Agent and including, at a
minimum, a balance sheet, income statement, and statement of cash flows.



“Consolidated Indebtedness” means at any time the Indebtedness of the Parent and its
Subsidiaries calculated on a consolidated basis as of such time.



“Consolidated Interest Expense” means, with reference to any period, the interest expense,
whether paid or accrued, of the Parent and its Subsidiaries calculated on a consolidated basis for
such period as determined in accordance with Agreement Accounting Principles.



“Consolidated Net Income” means, for any period, the net income (or loss) of the Parent and
its Subsidiaries calculated on a consolidated basis for such period in accordance with Agreement
Accounting Principles.



“Consolidated Net Worth” means at any time the consolidated stockholders’ equity of the Parent
and its Subsidiaries calculated on a consolidated basis as of such time; provided that any changes
in consolidated stockholders’ equity as a result of (a) foreign currency translation adjustments
and (b) any change in the fair value of any Financial Contract pursuant to Financial Accounting
Standards Board Bulletin No 133, in each case after the date hereof, shall be excluded when
computing Consolidated Net Worth.



“Contingent Obligation” of a Person means any agreement, undertaking or arrangement by which
such Person assumes, guarantees, endorses, contingently agrees to purchase or provide funds for the
payment of, or otherwise becomes or is contingently liable upon, the obligation or liability of any
other Person, or agrees to maintain the net worth or working capital or other financial condition
of any other Person, or otherwise assures any creditor of such other Person against loss,
including, without limitation, any comfort letter, bank guaranties, operating agreement,
take-or-pay contract, a standby letter of credit which supports a payment obligation, or the
obligations of any such Person as general partner of a partnership with respect to the liabilities
of the partnership, and specifically excluding commercial letters of credit, standby letters of
credit, and bank guaranties, in each case, which support performance obligations.



“Conversion/Continuation Notice” is defined in Section 2.10.



“Controlled Group” means all members of a controlled group of corporations or other business
entities and all trades or businesses (whether or not incorporated) under common control which,
together with the Parent or any of its Subsidiaries, are treated as a single employer under Section
414 of the Code.



“Credit Extension” means the making of an Advance or the issuance of a Facility LC hereunder.



“Credit Extension Date” means the Borrowing Date for an Advance or the issuance date for a
Facility LC.



“Default” means an event described in Article VII.



“Documentary Letter of Credit” means a commercial letter of credit qualifying as a
trade-related contingency under 12 CFR Part 3, Appendix A, Section 3(b)(3) or any successor U.S.
Comptroller of the Currency regulation.



“Dollar Amount” of any currency at any date shall mean (a) the amount of such currency if such
currency is Dollars or (b) the equivalent in such currency of such amount of Dollars if such
currency is any currency other than Dollars, calculated on the basis of the arithmetical mean of
the buy and sell spot rates of exchange of the Administrative Agent for such currency on the London
market at 11:00 a.m., London time, on or as of the most recent Computation Date provided for in
Section 2.2.



“Dollars” and “$” shall mean the lawful currency of the United States of America.



“Eligible Assignee” means any commercial bank organized under the laws of the United States or
any of the countries parties to the Organization for Economic Cooperation and Development or any
political subdivision of any thereof which has primary capital (or its equivalent) of not less than
$250,000,000, is approved by the Administrative Agent, and, so long as no Default exists, is
approved by the Parent, in either case, such approval not to be unreasonably withheld.



“Eligible Currency” means any currency other than Dollars (a) that is readily available, (b)
that is freely traded, (c) in which deposits are customarily offered to banks in the London
interbank market, (d) which is convertible into Dollars in the international interbank market and
(e) as to which an Equivalent Amount may be readily calculated. If, after the designation by the
Lenders of any currency as an Agreed Currency, (i) currency control or other exchange regulations
are imposed in the country in which such currency is issued with the result that different types of
such currency are introduced, (ii) such currency is, in the determination of the Administrative
Agent, no longer readily available or freely traded or (iii) in the determination of the
Administrative Agent, an Equivalent Amount of such currency is not readily calculable, the
Administrative Agent shall promptly notify the Lenders and the Borrowers, and such currency shall
no longer be an Agreed Currency until such time as all of the Lenders agree to reinstate such
currency as an Agreed Currency and promptly, but in any event within five Business Days of receipt
of such notice from the Administrative Agent, the Borrowers shall repay all Loans in such affected
currency or convert such Loans into Loans in Dollars or another Agreed Currency, subject to the
other terms set out in Article II.



“Environmental Laws” means any and all federal, state, local and foreign statutes, laws,
judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, plans, injunctions,
permits, concessions, grants, franchises, licenses, agreements and other governmental restrictions
relating to (a) the protection of the environment, (b) the effect of the environment on human
health, (c) emissions, discharges or releases of pollutants, contaminants, hazardous substances or
wastes into surface water, ground water or land, or (d) the manufacture, processing, distribution,
use, treatment, storage, disposal, transport or handling of pollutants, contaminants, hazardous
substances or wastes or the clean-up or other remediation thereof.



“Equivalent Amount” of any currency with respect to any amount of Dollars at any date shall
mean the equivalent in such currency of such amount of Dollars, calculated on the basis of the
arithmetical mean of the buy and sell spot rates of exchange of the Administrative Agent for such
other currency at 11:00 a.m., London time, on the date on or as of which such amount is to be
determined.



“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to
time, and any rule or regulation issued thereunder.



“Euro” and/or “EUR” means the euro referred to in Council Regulation (EC) No. 1103/97 dated
June 17, 1997 passed by the Council of the European Union, or, if different, the then lawful
currency of the member states of the European Union that participate in the third stage of Economic
and Monetary Union.



“Eurocurrency” means any Agreed Currency.



“Eurocurrency Advance” means an Advance which, except as otherwise provided in Section 2.12,
bears interest at the applicable Eurocurrency Rate.



“Eurocurrency Loan” means a Loan which, except as otherwise provided in Section 2.12, bears
interest at the applicable Eurocurrency Rate.



“Eurocurrency Payment Office” of the Administrative Agent shall mean, for each of the Agreed
Currencies, the office, branch, affiliate or correspondent bank of the Administrative Agent
specified as the “Eurocurrency Payment Office” for such currency in Schedule 3 hereto or such other
office, branch, affiliate or correspondent bank of the Administrative Agent as it may from time to
time specify to the Borrowers and each Lender as its Eurocurrency Payment Office.



“Eurocurrency Rate” means, with respect to a Eurocurrency Advance for the relevant Interest
Period, the sum of (a) the quotient of (i) the Eurocurrency Reference Rate applicable to such
Interest Period, divided by (ii) one minus the Reserve Requirement (expressed as a decimal)
applicable to such Interest Period, plus (b) the Applicable Margin.



“Eurocurrency Reference Rate” means, with respect to a Eurocurrency Advance for the relevant
Interest Period, the applicable British Bankers’ Association Interest Settlement Rate for deposits
in the applicable Agreed Currency appearing on Reuters Screen FRBD or the applicable Reuters Screen
for such Agreed Currency as of 11:00 a.m. (London time) two Business Days prior to the first day of
such Interest Period, and having a maturity equal to such Interest Period, provided that, (a) if
Reuters Screen FRBD or the applicable Reuters Screen for such Agreed Currency is not available to
the Administrative Agent for any reason, the applicable Eurocurrency Reference Rate for the
relevant Interest Period shall instead be the applicable British Bankers’ Association Interest
Settlement Rate for deposits in the Applicable Agreed Currency as reported by any other generally
recognized financial information service as of 11:00 a.m. (London time) two Business Days prior to
the first day of such Interest Period, and having a maturity equal to such Interest Period, and (b)
if no such British Bankers’ Association Interest Settlement Rate is available, the applicable
Eurocurrency Reference Rate for the relevant Interest Period shall instead be the rate determined
by the Administrative Agent to be the arithmetic average of the rates reported to the
Administrative Agent by each Reference Lender as the rate at which such Reference Lender offers to
place deposits in the applicable Agreed Currency with first-class banks in the London interbank
market at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such
Interest Period, in the approximate amount of such Reference Lender’s relevant Eurocurrency Loan
and having a maturity equal to such Interest Period. If any Reference Lender fails to provide such
quotation to the Administrative Agent, then the Administrative Agent shall determine the
Eurocurrency Reference Rate on the basis of the quotations of the remaining Reference Lender(s).



“Excess Obligations” is defined in Section 2.2(a).



“Excluded Taxes” means, in the case of each Lender or applicable Lending Installation and the
Administrative Agent, taxes imposed on its overall net income, and franchise taxes imposed on it,
by (a) the jurisdiction under the laws of which such Lender or the Administrative Agent is
incorporated or organized or (b) the jurisdiction in which the Administrative Agent’s or such
Lender’s principal executive office or such Lender’s applicable Lending Installation is located.



“Exhibit” refers to an exhibit to this Agreement, unless another document is specifically
referenced.



“Facility Fee” is defined in Section 2.6.1.



“Facility LC” is defined in Section 2.26.1.



“Facility LC Application” is defined in Section 2.26.3.



“Facility LC Collateral Account” is defined in Section 2.26.11.“Facility Termination Date”
means October 12, 2010, as such date may be extended from time to time pursuant to Section 2.28, or
any earlier date on which the Aggregate Commitment is reduced to zero or otherwise terminated
pursuant to the terms hereof.



“Federal Funds Effective Rate” means, for any day, an interest rate per annum equal to the
weighted average of the rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers on such day, as published for such day (or, if
such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a Business Day, the
average of the quotations at approximately 10:00 a.m. (Central Time) on such day on such
transactions received by the Administrative Agent from three Federal funds brokers of recognized
standing selected by the Administrative Agent in its sole discretion.



“Fee Letter” means that certain fee letter dated September 12, 2005, among Administrative
Agent, Arranger and the Parent, as amended from time to time.



“Financial Contract” of a Person means (a) any exchange-traded or over-the-counter futures,
forward, swap or option contract or other financial instrument with similar characteristics, or (b)
any Rate Management Transaction.



“Financial Letter of Credit” means a letter of credit other than a Performance Letter of
Credit or a Documentary Letter of Credit, and shall include without limitation standby letters of
credit issued to secure financial obligations.



“Floating Rate” means, for any day, a rate per annum equal to the Alternate Base Rate for such
day, in each case changing when and as the Alternate Base Rate changes.



“Floating Rate Advance” means an Advance which, except as otherwise provided in Section 2.12,
bears interest at the Floating Rate.



“Floating Rate Loan” means a Loan which, except as otherwise provided in Section 2.12, bears
interest at the Floating Rate.



“Foreign Subsidiary” means a Subsidiary not organized under the laws of the United States or
any state, possession, or territory thereof.



“Guaranty” means that certain Guaranty dated as of October 12, 2005, executed by the Parent
in favor of the Administrative Agent, for the ratable benefit of the Lenders in the form of Exhibit
G, as it may be amended or modified and in effect from time to time.



“Hazardous Materials” means the substances identified as such pursuant to CERCLA and any
chemicals regulated under any other Environmental Law, including without limitation pollutants,
contaminants, petroleum or petroleum products Released into the environment, radionuclides,
radioactive materials, and medical and infectious waste.



“Increasing Lender” is defined in Section 2.27(a).



“Indebtedness” of a Person means such Person’s (a) obligations for borrowed money, (b)
obligations representing the deferred purchase price of Property or services (other than accounts
payable arising in the ordinary course of such Person’s business payable on terms customary in the
trade), (c) obligations, whether or not assumed, secured by Liens or payable out of the proceeds or
production from Property now or hereafter owned or acquired by such Person, (d) obligations which
are evidenced by notes, acceptances, or other instruments, (e) obligations of such Person to
purchase securities or other Property arising out of or in connection with the sale of the same or
substantially similar securities or Property, (f) Capitalized Lease Obligations, (g) Contingent
Obligations, (h) reimbursement obligations of such Person in respect of letters of credit or
acceptance financing, (i) Off-Balance Sheet Liabilities, (j) any other obligation for borrowed
money which in accordance with Agreement Accounting Principles would be shown as a liability on the
consolidated balance sheet of such Person.



“Interest Period” means, with respect to a Eurocurrency Advance, a period of one, two, three
or six months (or such other period as may be agreed by the Lenders with respect to a particular
Agreed Currency) commencing on a Business Day selected by the applicable Borrower pursuant to this
Agreement. Such Interest Period shall end on the day which corresponds numerically to such date
one, two, three or six months (or such other applicable period) thereafter, provided that if there
is no such numerically corresponding day in such next, second, third or sixth succeeding month (or
such other applicable period), such Interest Period shall end on the last Business Day of such
next, second, third or sixth succeeding month (or such other applicable period). If an Interest
Period would otherwise end on a day which is not a Business Day, such Interest Period shall end on
the next succeeding Business Day, provided that if said next succeeding Business Day falls in a new
calendar month, such Interest Period shall end on the immediately preceding Business Day.



“Joinder Agreement” means an agreement substantially in the form of Exhibit F by which a
Subsidiary of the Parent becomes a Borrower Subsidiary.



“JPMorgan” means JPMorgan Chase Bank, N.A., in its individual capacity, and its successors.



“LC Fee” is defined in Section 2.26.4.



“LC Issuer” means JPMorgan (or any Affiliate designated by JPMorgan) in its capacity as issuer
of Facility LCs hereunder and, at any Borrower’s option, any Lender (or, in the case of a Bank
Guaranty, its applicable foreign Affiliate) who agrees to act in the capacity as issuer of Facility
LCs hereunder and “LC Issuers” means, collectively, all of such LC Issuers.



“LC Obligations” means, at any time, the sum, without duplication, of (a) the aggregate
undrawn stated amount under all Facility LCs outstanding at such time plus (b) the aggregate unpaid
amount at such time of all Reimbursement Obligations.



“LC Payment Date” is defined in Section 2.26.5.



“Lenders” means the lending institutions listed on the signature pages of this Agreement and
their respective successors and assigns. Unless otherwise specified, the term “Lenders” includes
the Swing Line Lenders.



“Lending Installation” means, with respect to a Lender or the Administrative Agent, the
office, branch, subsidiary or affiliate of such Lender or the Administrative Agent with respect to
each Agreed Currency listed on the administration information sheets provided to the Administrative
Agent in connection herewith or otherwise selected by such Lender or the Administrative Agent
pursuant to Section 2.20.



“Lien” means any lien (statutory or other), mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance or preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever (including, without limitation, the
interest of a vendor or lessor under any conditional sale, Capitalized Lease or other title
retention agreement).



“Loan” means a Revolving Loan or Swing Line Loan.



“Loan Documents” means this Agreement, the Facility LC Applications, any Notes issued pursuant
to Section 2.16, the Guaranty, any Joinder Agreement and any other documents and agreements
contemplated hereby and executed by any Borrower with or in favor of the Administrative Agent or
any Lender, as any such agreement, instrument or document may be amended, modified or supplemented
from time-to-time.



“Material Adverse Effect” means a material adverse effect on (a) the business, Property,
condition (financial or otherwise), results of operations, or prospects of the Parent and its
Subsidiaries taken as a whole, (b) the ability of any Borrower to perform its obligations under the
Loan Documents to which it is a party, or (c) the validity or enforceability of this Agreement, any
Notes, the Guaranty, or any of the other material Loan Documents or the rights or remedies of the
Administrative Agent, the applicable LC Issuer, or the Lenders thereunder.



“Material Indebtedness” is defined in Section 7.5.



“Material Subsidiary” means any Subsidiary of the Parent, which Subsidiary holds or
constitutes 10% or more of either the consolidated assets or Consolidated EBITDA of the Parent.



“Modify” and “Modification” are defined in Section 2.26.1.



“Moody’s” means Moody’s Investors Service, Inc., and any successor thereto which is a
nationally recognized statistical rating organization.



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



“National Currency Unit” means the unit of currency (other than a Euro unit) of each member
state of the European Union that participates in the third stage of Economic and Monetary Union.



“Non-Extending Lender” is defined in Section 2.28.



“Non-U.S. Borrower” is defined in Section 3.1(b).



“Non-U.S. Lender” is defined in Section 3.5(d).



“Note” is defined in Section 2.16.



“Obligations” means all unpaid principal of and accrued and unpaid interest on the Loans, all
Reimbursement Obligations, all accrued and unpaid fees and all expenses, reimbursements,
indemnities, obligations under any Rate Management Transaction with any Lender in connection with
Loans under this Agreement, and other obligations of the Borrowers (or any Borrower) to the Lenders
or to any Lender, any LC Issuer, the Administrative Agent, or any indemnified party arising under
the Loan Documents, including without limitation any such Obligations incurred or accrued during
the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, whether or
not allowed or allowable in such proceeding.



“Off-Balance Sheet Liability” of a Person means (a) any repurchase obligation or liability of
such Person with respect to accounts or notes receivable sold by such Person, (b) any liability
under any Sale and Leaseback Transaction which is not a Capitalized Lease, (c) any liability under
any Synthetic Lease transaction entered into by such Person, or (d) any obligation arising with
respect to any other transaction which is the functional equivalent of or takes the place of
borrowing but which does not constitute a liability on the balance sheets of such Person, but
excluding from this clause (d) Operating Leases.



“Offered Rate” means a per annum rate of interest offered by the US Swing Line Lender or the
Canadian Swing Line Lender, as applicable, pursuant to Section 2.5.1(b) or Section 2.5.2(b).



“Original Currency” is defined in Section 2.14(b).



“Operating Lease” of a Person means any lease of Property (other than a Capitalized Lease) by
such Person as lessee which has an original term (including any required renewals and any renewals
effective at the option of the lessor) of one year or more.



“Other Taxes” is defined in Section 3.5(b).



“Outstanding Credit Exposure” means, as to any Lender at any time, the sum of (a) the
aggregate principal amount of its Loans outstanding at such time, plus (b) an amount equal to its
Pro Rata Share of the aggregate principal amount of Swing Line Loans outstanding at such time, plus
(c) an amount equal to its Pro Rata Share of the LC Obligations (other than LC Obligations with
respect to Bank Guaranties) at such time.



“Parent” means Cooper Cameron Corporation and its successors and assigns.



“Participants” is defined in Section 12.2.1.



“Payment Date” means the last day of each March, June, September and December.



“PBGC” means the Pension Benefit Guaranty Corporation, or any successor thereto.



“Performance Letter of Credit” means a letter of credit qualifying as a “performance-based
standby letter of credit” under 12 CFR Part 3, Appendix A, Section 3(b)(2)(i) or any successor U.S.
Comptroller of the Currency regulation.



“Person” means any natural person, corporation, firm, joint venture, partnership, limited
liability company, association, enterprise, trust or other entity or organization, or any
government or political subdivision or any agency, department or instrumentality thereof.



“Plan” means an employee pension benefit plan which is covered by Title IV of ERISA or subject
to the minimum funding standards under Section 412 of the Code as to which the Parent or any member
of the Controlled Group may have any liability.



“Pricing Schedule” means the Schedule attached hereto identified as such.



“Prime Rate” means a rate per annum equal to the prime rate of interest announced from time to
time by JPMorgan or its parent (which is not necessarily the lowest rate charged to any customer),
changing when and as said prime rate changes.



“Property” of a Person means any and all property, whether real, personal, tangible,
intangible, or mixed, of such Person, or other assets owned, leased or operated by such Person.



“Pro Rata Share” means, with respect to a Lender, a portion equal to a fraction the numerator
of which is such Lender’s Commitment and the denominator of which is the Aggregate Commitment.



“Rate Management Transaction” means any transaction (including an agreement with respect
thereto) now existing or hereafter entered into by the Parent or any of its Subsidiaries which is a
rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity
index swap, equity or equity index option, bond option, interest rate option, foreign exchange
transaction, cap transaction, floor transaction, collar transaction, forward transaction, currency
swap transaction, cross-currency rate swap transaction, currency option or any other similar
transaction (including any option with respect to any of these transactions) or any combination
thereof, whether linked to one or more interest rates, foreign currencies, commodity prices, equity
prices or other financial measures.



“Reference Lenders” means Calyon New York Branch, ABN Amro Bank N.V., Citibank, N.A., and The
Royal Bank of Scotland plc.



“Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System as
from time to time in effect and any successor thereto or other regulation or official
interpretation of said Board of Governors relating to reserve requirements applicable to member
banks of the Federal Reserve System.



“Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System as
from time to time in effect and any successor or other regulation or official interpretation of
said Board of Governors relating to the extension of credit by banks for the purpose of purchasing
or carrying margin stocks applicable to member banks of the Federal Reserve System.



“Reimbursement Obligations” means, at any time, the aggregate of all obligations of the
Borrowers then outstanding under Section 2.26 to reimburse the LC Issuers for amounts paid by any
LC Issuer in respect of any one or more drawings under Facility LCs.



“Release” shall have the meaning set forth in CERCLA or under any other Environmental Law.



“Reportable Event” means a reportable event as defined in Section 4043 of ERISA and the
regulations issued under such section, with respect to a Plan, excluding, however, such events as
to which the PBGC has by regulation waived the requirement of Section 4043(a) of ERISA that it be
notified within 30 days of the occurrence of such event, provided that a failure to meet the
minimum funding standard of Section 412 of the Code and of Section 302 of ERISA shall be a
Reportable Event regardless of the issuance of any such waiver of the notice requirement in
accordance with either Section 4043(a) of ERISA or Section 412(d) of the Code.



“Reports” is defined in Section 9.6.



“Required Lenders” means Lenders in the aggregate having at least 51% of the Aggregate
Commitment or, if the Aggregate Commitment has been terminated, Lenders in the aggregate holding at
least 51% of the Aggregate Outstanding Credit Exposure.



“Reserve Requirement” means, with respect to an Interest Period, the maximum aggregate reserve
requirement (including all basic, supplemental, marginal and other reserves) which is imposed under
Regulation D on Eurocurrency liabilities.



“Revolving Loan” means, with respect to a Lender, such Lender’s loan made pursuant to its
commitment to lend set out in Section 2.1 (or any conversion or continuation thereof).



“S&P” means Standard and Poor’s Ratings Services, a division of The McGraw Hill Companies,
Inc., and any successor thereto which is a nationally recognized statistical rating organization.



“Sale and Leaseback Transaction” means any sale or other transfer of Property by any Person
with the intent to lease such Property as lessee.



“Schedule” refers to a specific schedule to this Agreement, unless another document is
specifically referenced.



“Section” means a numbered section of this Agreement, unless another document is specifically
referenced.



“Single Employer Plan” means a Plan, other than a Multiemployer Plan, maintained by the Parent
or any member of the Controlled Group for employees of the Parent or any member of the Controlled
Group.



“Subsidiary” of a Person means (a) any corporation more than 50% of the outstanding securities
having ordinary voting power of which shall at the time be owned or controlled, directly or
indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more
of its Subsidiaries, or (b) any partnership, limited liability company, association, joint venture
or similar business organization more than 50% of the ownership interests having ordinary voting
power of which shall at the time be so owned or controlled. Unless otherwise expressly provided,
all references herein to a “Subsidiary” shall mean a Subsidiary of the Parent.



“Substantial Portion” means, with respect to the Property of the Parent and its Subsidiaries,
Property which represents more than the greater of (a) $300,000,000 and (b) 20% of the consolidated
assets of the Parent and its Subsidiaries as would be shown in the consolidated financial
statements of the Parent and its Subsidiaries as at the beginning of the quarter ending with the
month in which such determination is made.



“Swing Line Commitments” means the Canadian Swing Line Elections and the US Swing Line
Commitment.



“Swing Line Lenders” means the Canadian Swing Line Lenders and the US Swing Line Lender.



“Swing Line Loans” means the Canadian Swing Line Loans and the US Swing Line Loans.



“Synthetic Lease” means (a) any lease that is treated as an Operating Lease under Agreement
Accounting Principles but for which the Parent or any of the Subsidiaries is viewed as the owner of
the leased Property under the Code and (b) guaranties by the Parent or any of the Subsidiaries of
the obligations of the lessor of such leased Property which are secured by the payments due under
the lease of such Property.



“Taxes” means any and all present or future taxes, duties, levies, imposts, deductions,
charges or withholdings, and any and all liabilities with respect to the foregoing, but excluding
Excluded Taxes and Other Taxes.



“Termination Event” means, with respect to a Plan which is subject to Title IV of ERISA, (a) a
Reportable Event, (b) the withdrawal of the Parent or any other member of a Controlled Group from
such Plan during a plan year in which the Parent or any other member of a Controlled Group was a
“substantial employer” as defined in Section 4001(a)(2) of ERISA or was deemed such under Section
4068(f) of ERISA, (c) the termination of such Plan, the filing of a notice of intent to terminate
such Plan or the treatment of an amendment of such Plan as a termination under Section 4041 of
ERISA, (d) the institution by the PBGC of proceedings to terminate such Plan, or (e) any event or
condition which might constitute grounds under Section 4042 of ERISA for the termination of, or
appointment of a trustee to administer, such Plan.



“Total Capitalization” means, at any time, the sum of Total Debt and Consolidated Net Worth at
such time.



“Total Debt” means, at any time, that part of the Consolidated Indebtedness of the Parent and
the Subsidiaries at such time which would be reflected on a balance sheet prepared in accordance
with Agreement Accounting Principles.



“Transferee” is defined in Section 12.4.



“Type” means, with respect to any Advance, its nature as a Floating Rate Advance or a
Eurocurrency Advance, and with respect to any Facility LC, its nature as a Financial Letter of
Credit, Performance Letter of Credit, Documentary Letter of Credit or Bank Guaranty.



“US Swing Line Borrowing Notice” is defined in Section 2.5.2(b).



“US Swing Line Commitment” means the obligation of the US Swing Line Lender to make US Swing
Line Loans up to a maximum principal amount of $25,000,000 at any one time outstanding.



“US Swing Line Lender” means JPMorgan or any other Lender which may succeed to its rights and
obligations as US Swing Line Lender pursuant to the terms of this Agreement.



“US Swing Line Loan” means a Loan made available to a Borrower by the US Swing Line Lender
pursuant to Section 2.5.2.



"USA Patriot Act” is defined in Section 9.14.



“Unfunded Liabilities” means the amount (if any) by which the actuarial present value of the
benefit attributed by the pension benefit formula under all Single Employer Plans to employee
service rendered prior to that date (based on current and past compensation levels) exceeds the
fair value of all Plan assets, all determined as of the last day of the Borrowers’ fiscal year
using a calculation methodology, discount rate, expected return on Plan assets, rate of
compensation increase, and other gain or loss components required or permitted under Statement of
Financial Accounting Standards No. 87 in presenting the projected benefit obligation.



“Unmatured Default” means an event which but for the lapse of time or the giving of notice, or
both, would constitute a Default.



“Wholly-Owned Subsidiary” of a Person means (a) any Subsidiary all of the outstanding voting
securities of which shall at the time be owned or controlled, directly or indirectly, by such
Person or one or more Wholly-Owned Subsidiaries of such Person, or by such Person and one or more
Wholly-Owned Subsidiaries of such Person, or (b) any partnership, limited liability company,
association, joint venture or similar business organization 100% of the ownership interests having
ordinary voting power of which shall at the time be so owned or controlled.



The foregoing definitions shall be equally applicable to both the singular and plural forms of
the defined terms.



ARTICLE II




THE CREDITS




2.1 Commitment. From and including the date of this Agreement and prior to its
respective Commitment Maturity Date, each Lender severally agrees, on the terms and conditions set
out in this Agreement, to (a) make Revolving Loans to any Borrower in Agreed Currencies upon the
request of any Borrower from time to time and (b) participate in Facility LCs issued upon the
request of any Borrower, provided that, after giving effect to the making of each such Revolving
Loan and the issuance of each such Facility LC, such Lender’s Dollar Amount of its Outstanding
Credit Exposure shall not exceed its Commitment, provided that (i) at no time shall Revolving Loans
be outstanding hereunder in more than three different Agreed Currencies, (ii) at no time shall the
Dollar Amount of Revolving Loans made in Agreed Currencies other than Dollars exceed $320,000,000
and (iii) all Floating Rate Loans shall be made in Dollars, except as otherwise provided in Section
2.5.1(d). Subject to the terms of this Agreement, the Borrowers may borrow, repay and reborrow the
Revolving Loans at any time prior to the Facility Termination Date. Each Lender’s Commitment to
extend credit hereunder shall expire on its respective Commitment Maturity Date. The LC Issuers
will issue Facility LCs hereunder on the terms and conditions set out in Section 2.26.



2.2 Determination of Dollar Amounts; Required Payments; Termination.



(a) The Administrative Agent will determine the Dollar Amount of




(i) each Advance as of the date three Business Days prior to the Borrowing Date or, if
applicable, date of conversion/continuation of such Advance,




(ii) all outstanding Advances on and as of the last Business Day of each quarter and on
any other Business Day elected by the Administrative Agent in its discretion or upon
instruction by the Required Lenders,




(iii) the face amount of or any drawing under each Facility LC on and as of the the
date three Business Days prior to the proposed date of issuance (or Modification) or
drawing, and




(iv) the LC Obligations with respect to all outstanding Facility LCs on and as of the
last Business Day of each quarter and on any other Business Day elected by the
Administrative Agent in its discretion or upon instruction by the Required Lenders.



Each day upon or as of which the Administrative Agent determines Dollar Amounts as described in the
preceding clauses (i), (ii), (iii), and (iv) is herein described as a “Computation Date” with
respect to each Advance or Facility LC for which a Dollar Amount is determined on or as of such
day. If at any time the Dollar Amount of the sum of (y) the aggregate principal amount of all
outstanding Advances (calculated, with respect to those Advances denominated in Agreed Currencies
other than Dollars, as of the most recent Computation Date with respect to each such Advance) plus
(z) the aggregate amount of all outstanding LC Obligations other than Bank Guaranties (calculated,
with respect to those Facility LCs denominated in Agreed Currencies other than Dollars, as of the
most recent Computation Date with respect to each such Facility LC) exceeds the Aggregate
Commitment (the amount of such excess, the “Excess Obligations"), the Borrowers shall immediately
repay Advances in an aggregate principal amount sufficient to eliminate any such Excess
Obligations. If no Advances are then outstanding or if any Excess Obligations remain outstanding
upon repayment of all outstanding Advances, and provided that the Excess Obligations exceed $500,
the Borrowers shall immediately make deposits to the Facility LC Collateral Account at the
Administrative Agent’s election either (i) in the applicable Agreed Currency or Currencies as
determined by the Administrative Agent and in an amount equal to the amount of such Excess
Obligations or (ii) in Dollars in an amount equal to 110% of the Dollar Amount (calculated as of
the applicable Computation Date) of such Excess Obligations. If as of any Computation Date the
amount of any such cash collateral held by the Administrative Agent on such date exceeds the amount
required to be deposited by the Borrowers pursuant to preceding sentence by greater than $500, the
Administrative Agent shall promptly release cash collateral to the Borrowers in the amount of such
excess to the extent such cash collateral is not otherwise required under the terms of this
Agreement.



(b) Except as otherwise specifically provided in Section 2.26 with respect to Facility LCs (i)
the Outstanding Credit Exposure to each Non-Extending Lender, and all other unpaid Obligations
owing to each such Lender, shall be paid in full by the Borrowers on such Non-Extending Lender’s
Commitment Maturity Date and (ii) the Aggregate Outstanding Credit Exposure and all other unpaid
Obligations shall be paid in full by the Borrowers on the Facility Termination Date.



2.3 Ratable Loans. Each Advance hereunder (other than any Swing Line Loan) shall
consist of Revolving Loans made from the several Lenders ratably according to their Pro Rata
Shares.



2.4 Types of Advances. The Advances may be (a) Floating Rate Advances or Eurocurrency
Advances, or a combination thereof, selected by the applicable Borrower in accordance with Sections
2.9 and 2.10, (b) Canadian Swing Line Loans selected by the Parent or the applicable Canadian
Borrower in accordance with Section 2.5.1, or (c) US Swing Line Loans selected by the applicable
Borrower in accordance with Section 2.5.2.




2.5 Swing Line Loans.2.5.1 Canadian Swing Line Loans.



(a) Upon the satisfaction of the conditions precedent set out in Section 4.2 and, if such
Canadian Swing Line Loan is to be made on the date of the initial Advance hereunder, the
satisfaction of the conditions precedent set out in Section 4.1 as well, from and including the
date of this Agreement and prior to its respective Commitment Maturity Date, each Canadian Swing
Line Lender agrees, on the terms and conditions set out in this Agreement, to make Canadian Swing
Line Loans in Dollars or Canadian Dollars to the Parent or any Canadian Borrower from time to time
in an aggregate principal Dollar Amount not to exceed the Canadian Swing Line Election, provided
that (a) the Aggregate Outstanding Credit Exposure shall not at any time exceed the Aggregate
Commitment, and (b) at no time shall such Canadian Swing Line Lender’s Outstanding Credit Exposure
exceed the Dollar Amount of such Canadian Swing Line Lender’s Commitment at such time. Subject to
the terms of this Agreement, the Parent or the applicable Canadian Borrower may borrow, repay and
reborrow Canadian Swing Line Loans at any time prior to the applicable Commitment Maturity Date.



(b) The Parent or the applicable Canadian Borrower shall deliver to the Administrative Agent
and the Canadian Swing Line Lenders irrevocable notice (a “Canadian Swing Line Borrowing Notice”)
not later than noon (Central Time) one Business Day before the Borrowing Date of each Canadian
Swing Line Loan denominated in Dollars and four Business Days before the Borrowing Date for each
Canadian Swing Line Loan denominated in Canadian Dollars, specifying (a) the applicable Borrowing
Date (which date shall be a Business Day), (b) the aggregate amount of the requested Canadian Swing
Line Loan which shall be an amount not less than $100,000, (c) whether such Canadian Swing Line
Loan shall be denominated in Dollars or Canadian Dollars, (d) whether such Canadian Swing Line Loan
shall bear interest at the Eurocurrency Rate or at the rate offered by the Canadian Swing Line
Lender, upon request by the applicable Borrower, for Canadian Swing Line Loans, (e) in the case of
a Canadian Swing Line Loan bearing interest at the Eurocurrency Rate, the Interest Period
applicable thereto, if applicable, and (f) the applicable Canadian Borrower.



(c) Promptly after receipt of a Canadian Swing Line Borrowing Notice, the Administrative Agent
shall notify each Canadian Swing Line Lender by fax, or other similar form of transmission, of the
requested Canadian Swing Line Loan. Not later than 2:00 p.m. (Central Time) on the applicable
Borrowing Date, each Canadian Swing Line Lender shall make available its Canadian Swing Line Share
of the Canadian Swing Line Loan, in funds immediately available in Chicago, to the Administrative
Agent at its address specified pursuant to Article XIII. The Administrative Agent will promptly
make the funds so received from the Canadian Swing Line Lenders available to the Parent or the
applicable Canadian Borrower on the Borrowing Date at the Administrative Agent’s aforesaid address.
Notwithstanding anything in this Agreement to the contrary, it is expressly agreed that no
Canadian Swing Line Lender shall have an obligation whatsoever to make any Canadian Swing Line
Loan, the making of any Canadian Swing Line Loan to be in the sole discretion of each Canadian
Swing Line Lender determined at the time of any request for any Canadian Swing Line Loan by the
Parent or any Canadian Borrower. Without limiting the foregoing sentence, each Canadian Swing Line
Lender agrees to give the Parent, each Canadian Borrower and the Administrative Agent written
notice of its decision to no longer make Canadian Swing Line Loans.



(d) Repayment of Canadian Swing Line Loans:




(i) Upon the occurrence of a Default, any Canadian Swing Line Lender may require each
Lender (including such Canadian Swing Line Lender) to make a Revolving Loan in the amount of
such Lender’s Pro Rata Share of such Canadian Swing Line Loan (including, without
limitation, any interest accrued and unpaid thereon), for the purpose of repaying such
Canadian Swing Line Loan. Not later than noon (Central Time) on the date of any notice
received pursuant to this Section 2.5.1, each Lender shall make available its required
Revolving Loan, in funds immediately available in Chicago to the Administrative Agent at its
address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section
2.5.1 shall be made in the currency in which the Canadian Swing Line Loan to be repaid is
denominated, and shall initially be Floating Rate Loans and thereafter may be continued as
Floating Rate Loans or converted into Eurocurrency Loans in the manner provided in Section
2.10 (and in the case of any such Loan denominated in Canadian Dollars shall be promptly
converted into Eurocurrency Loans) and subject to the other conditions and limitations set
out in this Article II. Unless a Lender shall have notified such Canadian Swing Line
Lender, prior to its making any Canadian Swing Line Loan, that any applicable condition
precedent set out in Sections 4.1 or 4.2 had not then been satisfied, such Lender’s
obligation to make Revolving Loans pursuant to this Section 2.5.1 to repay Canadian Swing
Line Loans shall be unconditional, continuing, irrevocable and absolute and shall not be
affected by any circumstances, including, without limitation, (A) any set-off, counterclaim,
recoupment, defense or other right which such Lender may have against the Administrative
Agent, any Canadian Swing Line Lender or any other Person, (B) the occurrence or continuance
of a Default or Unmatured Default, (C) any adverse change in the condition (financial or
otherwise) of the Parent or the applicable Canadian Borrower, or (D) any other
circumstances, happening or event whatsoever. In the event that any Lender fails to make
payment to the Administrative Agent of any amount due under this Section 2.5.1, the
Administrative Agent shall be entitled to receive, retain and apply against such obligation
the principal and interest otherwise payable to such Lender hereunder until the
Administrative Agent receives such payment from such Lender or such obligation is otherwise
fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make
payment to the Administrative Agent of any amount due under this Section 2.5.1, such Lender
shall be deemed, at the option of the Administrative Agent, to have unconditionally and
irrevocably purchased from such Canadian Swing Line Lender, without recourse or warranty, an
undivided interest and participation in the applicable Canadian Swing Line Loan in the
amount of such Revolving Loan, and such interest and participation may be recovered from
such Lender together with interest thereon at the Federal Funds Effective Rate for each day
during the period commencing on the date of demand and ending on the date such amount is
received.




(ii) All Canadian Swing Line Loans shall mature, and the principal amount thereof and
the unpaid accrued interest thereon shall be due and payable on the last day of the Interest
Period therefor (subject to Section 2.10(b)), on any date on which such Canadian Swing Line
Loans are prepaid, whether due to acceleration or otherwise, and on the applicble Commitment
Maturity Date.




2.5.2 US Swing Line Loans.



(a) Upon the satisfaction of the conditions precedent set out in Section 4.2 and, if such US
Swing Line Loan is to be made on the date of the initial Advance hereunder, the satisfaction of the
conditions precedent set out in Section 4.1 as well, from and including the date of this Agreement
and prior to its respective Commitment Maturity Date, the US Swing Line Lender agrees, on the terms
and conditions set out in this Agreement, to make US Swing Line Loans in Dollars to any Borrower
from time to time in an aggregate principal amount not to exceed the US Swing Line Commitment,
provided that the Aggregate Outstanding Credit Exposure shall not at any time exceed the Aggregate
Commitment. Subject to the terms of this Agreement, the Borrowers may borrow, repay and reborrow
US Swing Line Loans at any time prior to the applicable Commitment Maturity Date.



(b) The applicable Borrower shall deliver to the Administrative Agent and the US Swing Line
Lender irrevocable notice (a “US Swing Line Borrowing Notice”) not later than noon (Central Time)
on the Borrowing Date of each US Swing Line Loan specifying (a) the applicable Borrowing Date
(which date shall be a Business Day), (ii) the aggregate amount of the requested US Swing Line Loan
which shall be an amount not less than $1,000,000 and in integral multiples of $100,000 in excess
thereof and (iii) whether such US Swing Line Loan shall bear interest at the Floating Rate or at
the rate offered by the US Swing Line Lender, upon request by the applicable Borrower, for US Swing
Line Loans.



(c) Promptly after receipt of a US Swing Line Borrowing Notice, the Administrative Agent shall
notify the US Swing Line Lender by fax, or other similar form of transmission, of the requested US
Swing Line Loan. Not later than 2:00 p.m. (Central Time) on the applicable Borrowing Date, the US
Swing Line Lender shall make available the US Swing Line Loan, in funds immediately available in
Chicago, to the Administrative Agent at its address specified pursuant to Article XIII. The
Administrative Agent will promptly make the funds so received from the US Swing Line Lender
available to the applicable Borrower on the Borrowing Date at the Administrative Agent’s aforesaid
address.



(d) Repayment of US Swing Line Loans:




(i) Each US Swing Line Loan shall be paid in full by the applicable Borrower on or
before the seventh day after the Borrowing Date for such US Swing Line Loan. In addition,
US Swing Line Lender (A) may at any time in its sole discretion with respect to any
outstanding US Swing Line Loan, or (B) shall on the seventh day after the Borrowing Date of
any US Swing Line Loan, require each Lender (including the US Swing Line Lender) to make a
Revolving Loan in the amount of such Lender’s Pro Rata Share of such US Swing Line Loan
(including, without limitation, any interest accrued and unpaid thereon), for the purpose of
repaying such US Swing Line Loan. Not later than noon (Central Time) on the date of any
notice received pursuant to this Section 2.5.2(d), each Lender shall make available its
required Revolving Loan, in funds immediately available in Chicago to the Administrative
Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to
this Section 2.5.2(d) shall initially be Floating Rate Loans and thereafter may be continued
as Floating Rate Loans or converted into Eurocurrency Loans in the manner provided in
Section 2.10 and subject to the other conditions and limitations set out in this Article II.
Unless a Lender shall have notified the US Swing Line Lender, prior to its making any US
Swing Line Loan, that any applicable condition precedent set out in Sections 4.1 or 4.2 had
not then been satisfied, such Lender’s obligation to make Revolving Loans pursuant to this
Section 2.5.2(d) to repay Swing Line Loans shall be unconditional, continuing, irrevocable
and absolute and shall not be affected by any circumstances, including, without limitation,
(1) any set-off, counterclaim, recoupment, defense or other right which such Lender may have
against the Administrative Agent, the US Swing Line Lender or any other Person, (2) the
occurrence or continuance of a Default or Unmatured Default, (3) any adverse change in the
condition (financial or otherwise) of the Parent or the applicable Borrower, or (4) any
other circumstances, happening or event whatsoever. In the event that any Lender fails to
make payment to the Administrative Agent of any amount due under this Section 2.5.2(d), the
Administrative Agent shall be entitled to receive, retain and apply against such obligation
the principal and interest otherwise payable to such Lender hereunder until the
Administrative Agent receives such payment from such Lender or such obligation is otherwise
fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make
payment to the Administrative Agent of any amount due under this Section 2.5.2(d), such
Lender shall be deemed, at the option of the Administrative Agent, to have unconditionally
and irrevocably purchased from such US Swing Line Lender, without recourse or warranty, an
undivided interest and participation in the applicable US Swing Line Loan in the amount of
such Revolving Loan, and such interest and participation may be recovered from such Lender
together with interest thereon at the Federal Funds Effective Rate for each day during the
period commencing on the date of demand and ending on the date such amount is received.
Notwithstanding the foregoing, a Lender shall have no obligation to acquire a participation
in a US Swing Line Loan pursuant to this paragraph if a Default shall have occurred and be
continuing at the time such US Swing Line Loan was made and such Lender shall have notified
the US Swing Line Lender in writing, prior to the making by the US Swing Line Lender of such
US Swing Line Loan, that such Default has occurred and is continuing and that such Lender
will not acquire participations in US Swing Line Loans made while such Default is
continuing. No purchase by a Lender of a US Swing Line Loan pursuant to Section 2.5.2 shall
require such Lender to exceed its Commitment.




(ii) All US Swing Line Loans shall mature, and the principal amount thereof and the
unpaid accrued interest thereon shall be due and payable as set out above in (i) above and
on the applicable Commitment Maturity Date. Interest accrued on US Swing Line Loans shall
be payable on each Payment Date and on any date on which such US Swing Line Loans are
prepaid, whether due to acceleration or otherwise, and at maturity.



2.6 Facility Fee; Usage Fee; Reductions in Aggregate Commitment.




2.6.1 Facility Fee. The Parent agrees to pay to the Administrative Agent for
the account of each Lender according to its Pro Rata Share a facility fee (the “Facility
Fee”) at a per annum rate equal to the Applicable Fee Rate on the Aggregate Commitment from
the date hereof to and including the Facility Termination Date, payable on each Payment Date
hereafter, on each respective Commitment Maturity Date, and on the Facility Termination
Date.




2.6.2 Usage Fee. For all days on which the Aggregate Outstanding Credit
Exposure exceeds 50% of the Aggregate Commitment, the Parent agrees to pay to the
Administrative Agent for the account of each Lender according to its Pro Rata Share a usage
fee at a per annum rate equal to the Applicable Fee Rate on the amount of the Aggregate
Outstanding Credit Exposure from the date hereof to and including the Facility Termination
Date, payable on each Payment Date hereafter, on each respective Commitment Maturity Date,
and on the Facility Termination Date.




2.6.3 Reductions in Aggregate Commitment. The Parent may permanently reduce
the Aggregate Commitment in whole, or in part ratably among the Lenders in integral
multiples of $10,000,000 (or the Approximate Equivalent Amount if denominated in an Agreed
Currency other than Dollars), upon at least three Business Days’ written notice to the
Administrative Agent, which notice shall specify the amount of any such reduction, provided
that the amount of the Aggregate Commitment may not be reduced below the Dollar Amount of
the Aggregate Outstanding Credit Exposure unless the amount of the excess of the Dollar
Amount of the Aggregate Outstanding Credit Exposure over the amount of the reduced Aggregate
Commitment is repaid concurrently with the reduction of the Aggregate Commitment. All
accrued facility fees shall be payable on the effective date of any termination of the
obligations of the Lenders to make Credit Extensions hereunder.



2.7 Minimum Amount of Each Advance. Each Eurocurrency Advance shall be in a minimum
amount of $5,000,000 and in multiples of $1,000,000 if in excess thereof (or the Approximate
Equivalent Amounts if denominated in an Agreed Currency other than Dollars), and each Floating Rate
Advance (other than an Advance to repay Swing Line Loans) shall be in the minimum amount of
$1,000,000 and in multiples of $500,000 if in excess thereof, provided that any Floating Rate
Advance may be in the amount of the Available Aggregate Commitment.



2.8 Optional Principal Payments. Any Borrower may from time to time pay, without
penalty or premium, all outstanding Floating Rate Advances (other than Swing Line Loans), or, in a
minimum aggregate amount of $1,000,000 or any integral multiple of $500,000 in excess thereof, any
portion of the outstanding Floating Rate Advances (other than Swing Line Loans) upon two Business
Days’ prior notice to the Administrative Agent. The applicable Borrower may at any time pay,
without penalty or premium, all outstanding Swing Line Loans that bear interest at the Floating
Rate or the Offered Rate, or, in a minimum amount of $100,000 and increments of $50,000 in excess
thereof, any portion of such outstanding Swing Line Loans, with notice to the Administrative Agent
and the applicable Swing Line Lender(s) by 11:00 a.m. (Central Time) on the date of repayment. Any
Borrower may from time to time pay, subject to the payment of any funding indemnification amounts
required by Section 3.4 but without penalty or premium, all outstanding Eurocurrency Advances
(other than Canadian Swing Line Loans), or, in a minimum aggregate amount of $5,000,000 or any
integral multiple of $1,000,000 in excess thereof (or the Approximate Equivalent Amount if
denominated in an Agreed Currency other than Dollars), any portion of the outstanding Eurocurrency
Advances upon three Business Days’ prior notice to the Administrative Agent. The Parent or any
Canadian Borrower may at any time pay, subject to the payment of any funding indemnification
amounts required by Section 3.4 but without penalty or premium, all outstanding Canadian Swing Line
Loans that bear interest at the Eurocurrency Rate, or, in a minimum amount of $100,000 and
increments of $50,000 in excess thereof (or the Approximate Equivalent Amount if denominated in
Canadian Dollars), any portion of such outstanding Canadian Swing Line Loans, upon three Business
Days’ prior notice to the Administrative Agent and the Canadian Swing Line Lenders.



2.9 Method of Selecting Types and Interest Periods for New Advances. A Borrower shall
select the Type of Advance and, in the case of each Eurocurrency Advance, the Interest Period and
Agreed Currency applicable thereto from time to time. Such Borrower shall give the Administrative
Agent irrevocable notice (a “Borrowing Notice”) not later than 10:00 a.m. (Central Time) on the
Borrowing Date of each Floating Rate Advance (other than a Swing Line Loan), three Business Days
before the Borrowing Date for each Eurocurrency Advance denominated in Dollars and four Business
Days before the Borrowing Date for each Eurocurrency Advance denominated in an Agreed Currency
other than Dollars, specifying (a) the Borrowing Date, which shall be a Business Day, of such
Advance, (b) the aggregate amount of such Advance, (c) the Type of Advance selected, (d) in the
case of each Eurocurrency Advance, the Interest Period and Agreed Currency applicable thereto, and
(e) the applicable Borrower.



2.10 Conversion and Continuation of Outstanding Advances. (a) Floating Rate Advances
(other than Swing Line Loans which shall be continued as provided below) shall continue as Floating
Rate Advances unless and until such Floating Rate Advances are converted into Eurocurrency Advances
pursuant to this Section 2.10 or are repaid in accordance with Section 2.8. Each Eurocurrency
Advance (other than Canadian Swing Line Loans which shall be continued and converted as provided
below) shall continue as a Eurocurrency Advance until the end of the then applicable Interest
Period therefor, at which time




(i) each such Eurocurrency Advance denominated in Dollars shall be automatically
converted into a Floating Rate Advance unless (A) such Eurocurrency Advance is or was repaid
in accordance with Section 2.8 or (B) the applicable Borrower shall have given the
Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at
the end of such Interest Period, such Eurocurrency Advance either continue as a Eurocurrency
Advance for the same or another Interest Period or be converted into a Floating Rate
Advance; and




(ii) each such Eurocurrency Advance denominated in an Agreed Currency other than
Dollars shall automatically continue as a Eurocurrency Advance in the same Agreed Currency
with an Interest Period of one month unless (A) such Eurocurrency Advance is or was repaid
in accordance with Section 2.8 or (B) the applicable Borrower shall have given the
Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at
the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency
Advance for the same or another Interest Period.



(b) Each US Swing Line Loan shall, subject to Section 2.5.2(d), continue as such unless
prepaid or repaid. Each Canadian Swing Line Loan shall, subject to Section 2.5.1(d) (i) if bearing
interest at the Offered Rate, continue as such unless prepaid or repaid, and (ii) if bearing
interest at the Eurocurrency Rate, continue as such until the end of the then applicable Interest
Period therefor, at which time such Canadian Swing Line Loan shall, unless prepaid or repaid or any
Canadian Swing Line Lender has given the Borrower and the Administrative Agent written notice under
Section 2.5.1(c) that it will not continue making Canadian Swing Line Loans, automatically be
deemed to be continued as a Canadian Swing Line Loan in the same amount and in the same currency
with an Interest Period of one month (commencing on the last day of the expiring Interest Period)
unless the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice
requesting that, at the end of such Interest Period, such Canadian Swing Line Loan continue for the
same or another Interest Period or at any applicable Offered Rate, in each case, in the same
currency.



(c) Subject to the terms of Section 2.7, any Borrower may elect from time to time to convert
all or any part of an Advance of any Type into any other Type or Types of Advances denominated in
the same or any other Agreed Currency; provided that any conversion of any Eurocurrency Advance
shall be made on, and only on, the last day of the Interest Period applicable thereto. Such
Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation
Notice”) of each conversion of an Advance or continuation of a Eurocurrency Advance not later than
10:00 a.m. (Central Time) at least one Business Day, in the case of a conversion into a Floating
Rate Advance, three Business Days, in the case of a conversion into or continuation of a
Eurocurrency Advance denominated in Dollars, or four Business Days, in the case of a conversion
into or continuation of a Eurocurrency Advance denominated in an Agreed Currency other than
Dollars, prior to the date of the requested conversion or continuation, specifying (a) the
requested date, which shall be a Business Day, of such conversion or continuation, and (ii) the
Agreed Currency, amount and Type(s) of Advance(s) into which such Advance is to be converted or
continued and, in the case of a conversion into or continuation of a Eurocurrency Advance, the
duration of the Interest Period applicable thereto.



2.11 Method of Borrowing. On each Borrowing Date, each Lender shall make available
its Loan or Loans, if any, (a) if such Loan is denominated in Dollars, not later than noon, Central
Time, in Federal or other funds immediately available to the Administrative Agent at its address
specified in or pursuant to Article XIII and, (b) if such Loan is denominated in an Agreed Currency
other than Dollars, not later than noon, local time, in the city of the Administrative Agent’s
Eurocurrency Payment Office for such currency, in such funds as may then be customary for the
settlement of international transactions in such currency in the city of and at the address of the
Administrative Agent’s Eurocurrency Payment Office for such currency. Unless the Administrative
Agent determines that any applicable condition specified in Article IV has not been satisfied, the
Administrative Agent will make the funds so received from the Lenders available to the applicable
Borrower at the Administrative Agent’s aforesaid address. Notwithstanding the foregoing provisions
of this Section 2.11, to the extent that a Loan made by a Lender matures on the Borrowing Date of a
requested Loan, such Lender shall apply the proceeds of the Loan it is then making to the repayment
of principal of the maturing Loan.



2.12 Changes in Interest Rate, etc. Each Floating Rate Advance (other than a Swing
Line Loan) shall bear interest on the outstanding principal amount thereof, for each day from and
including the date such Advance is made or is converted from a Eurocurrency Advance into a Floating
Rate Advance pursuant to Section 2.10 to but excluding the date it becomes due or is converted into
a Eurocurrency Advance pursuant to Section 2.10 hereof, at a rate per annum equal to the Floating
Rate for such day. Each Swing Line Loan that bears interest at the Floating Rate or the Offered
Rate shall bear interest on the outstanding principal amount thereof, for each day from and
including the day such Swing Line Loan is made to but excluding the date it is paid, at a rate per
annum equal to the Floating Rate or the Offered Rate, as applicable, for such day. Changes in the
rate of interest on that portion of any Advance maintained as a Floating Rate Advance or bearing
interest at the Offered Rate will take effect simultaneously with each change in the Alternate Base
Rate or Offered Rate, as applicable. Each Eurocurrency Advance shall bear interest on the
outstanding principal amount thereof from and including the first day of the Interest Period
applicable thereto to (but not including) the last day of such Interest Period at the interest rate
determined by the Administrative Agent as applicable to such Eurocurrency Advance based upon the
applicable Borrower’s selections under Sections 2.5.2 and 2.9, as applicable, and Section 2.10 and
otherwise in accordance with the terms hereof. No Interest Period may end after the Facility
Termination Date.



2.13 Rates Applicable After Default. Notwithstanding anything to the contrary
contained in Section 2.9 or 2.10, during the continuance of a Default or Unmatured Default the
Required Lenders may, at their option, by notice to the Parent declare that no Advance may be made
as, converted into or continued at the end of the applicable Interest Period as a Eurocurrency
Advance. During the continuance of a Default the Required Lenders may, at their option, by notice
to the Parent, declare that (a) each Eurocurrency Advance shall bear interest for the remainder of
the applicable Interest Period at the rate otherwise applicable to such Interest Period plus 2% per
annum, (b) each Floating Rate Advance shall bear interest at a rate per annum equal to the Floating
Rate in effect from time to time plus 2% per annum, and (c) the LC Fee shall be increased by 2% per
annum, provided that, during the continuance of a Default under Section 7.6 or 7.7, the interest
rates set out in clauses (a) and (b) above, and the increase in the LC Fee set forth in clause (c)
above, shall be applicable to all Credit Extensions without any election or action on the part of
the Administrative Agent or any Lender. Any notice given by Required Lenders under this Section
2.13 may be revoked by Required Lenders notwithstanding any provision of Section 8.2 requiring
unanimous consent of the Lenders to changes in interest rates.



2.14 Method of Payment. (a) Each Advance shall be repaid, each payment of interest
thereon shall be paid, and each reimbursement of any amounts payable upon a drawing under any
Facility LC shall be made in the currency in which such Advance or payment was made or, where such
currency has converted to the Euro, in the Euro. All payments of the Obligations hereunder shall
be made, without setoff, deduction, or counterclaim, in immediately available funds to the
Administrative Agent at (except as set out in the next sentence) the Administrative Agent’s address
specified pursuant to Article XIII, or at any other Lending Installation of the Administrative
Agent specified in writing by the Administrative Agent to the Borrowers, by noon (local time) on
the date when due and shall (except in the case of Reimbursement Obligations for which any LC
Issuer has not been fully indemnified by the Lenders, or as otherwise specifically required
hereunder) be applied ratably by the Administrative Agent among the Lenders. All payments to be
made by the Borrowers hereunder in any currency other than Dollars shall be made in such currency
on the date due in such funds as may then be customary for the settlement of international
transactions in such currency for the account of the Administrative Agent, at its Eurocurrency
Payment Office for such currency and shall be applied ratably by the Administrative Agent among the
Lenders. Each payment delivered to the Administrative Agent for the account of any Lender shall be
delivered promptly by the Administrative Agent to such Lender in the same type of funds that the
Administrative Agent received at, (a) with respect to Floating Rate Loans and Eurocurrency Loans
denominated in Dollars, its address specified pursuant to Article XIII or at any Lending
Installation specified in a notice received by the Administrative Agent from such Lender and (ii)
with respect to Eurocurrency Loans denominated in an Agreed Currency other than Dollars, in the
funds received from the applicable Borrower at the address of the Administrative Agent’s
Eurocurrency Payment Office for such currency. The Administrative Agent is hereby authorized to
charge any account of any Borrower maintained with Administrative Agent or any of its Affiliates
for each payment of principal, interest, Reimbursement Obligations, and fees as it becomes due
hereunder. Each reference to the Administrative Agent in this Section 2.14 shall also be deemed to
refer, and shall apply equally, to the LC Issuers, in the case of payments required to be made by
any Borrower to any LC Issuer pursuant to Section 2.26.6.



(b) Notwithstanding the provisions of subsection (a) above, if, after the making of any
Advance or the issuance of any Facility LC in any currency other than Dollars, currency control or
exchange regulations are imposed in the country which issues such currency with the result that the
type of currency in which the Advance was made or the Facility LC was issued (the “Original
Currency”) no longer exists or the applicable Borrower is not able to make payment to the
Administrative Agent for the account of the Lenders in such Original Currency, then all payments to
be made by such Borrower hereunder in such currency (including any deposits required to be made to
the Facility LC Collateral Account) shall instead be made when due in Dollars in an amount equal to
the Dollar Amount (as of the date of repayment) of such payment due, it being the intention of the
parties hereto that the Borrowers take all risks of the imposition of any such currency control or
exchange regulations.



2.15 Advances to be Made in Euro. If any Advance made hereunder or any Facility LC
issued hereunder would be capable of being made or issued in either the Euro or in a National
Currency Unit, such Advance shall be made or such Facility LC shall be issued in the Euro.



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



(b) The Administrative Agent shall maintain accounts in which it will record (i) the amount of
each Loan made hereunder, the Agreed Currency and Type thereof and the Interest Period with respect
thereto, (ii) the amount of any principal or interest due and payable or to become due and payable
from each Borrower to each Lender hereunder, (iii) the original stated amount of each Facility LC
and the amount of LC Obligations outstanding at any time, and (iv) the amount of any sum received
by the Administrative Agent hereunder from the Borrowers and each Lender’s share thereof.



(c) The entries maintained in the accounts maintained pursuant to paragraphs (a) and (b) above
shall be prima facie evidence of the existence and amounts of the Obligations therein recorded;
provided that the failure of the Administrative Agent or any Lender to maintain such accounts or
any error therein shall not in any manner affect the obligation of the Borrowers to repay the
Obligations in accordance with their terms.



(d) Any Lender may request that its Loans be evidenced by a promissory note substantially in
the form of Exhibit E (a “Note”). In such event, the Borrowers shall prepare, execute and deliver
to such Lender a Note payable to the order of such Lender in a form supplied by the Administrative
Agent. Thereafter, the Loans evidenced by such Note and interest thereon shall at all times
(including after any assignment pursuant to Section 12.3) be represented by one or more Notes
payable to the order of the payee named therein or any assignee pursuant to Section 12.3, except to
the extent that any such Lender or assignee subsequently returns any such Note for cancellation and
requests that such Loans once again be evidenced as described in paragraphs (a) and (b) above.



2.17 Telephonic Notices. Each Borrower hereby authorizes the Lenders and the
Administrative Agent to extend, convert or continue Advances, effect selections of Agreed
Currencies and Types of Advances and to transfer funds based on telephonic notices which the
Administrative Agent or any Lender in good faith believes to be made by any person or persons that
an Authorized Officer of the Parent has designated in writing to the Administrative Agent, which
written authorization(s) may be relied upon by the Administrative Agent, in the case of any person
so authorized, until such time as the Administrative Agent shall have received written notice from
an Authorized Officer of the Borrower revoking such person’s authority to make such telephonic
notices, it being understood that the foregoing authorization is specifically intended to allow
Borrowing Notices and Conversion/Continuation Notices to be given telephonically. Each Borrower
agrees to deliver promptly to the Administrative Agent a written confirmation, if such confirmation
is requested by the Administrative Agent or any Lender, of each telephonic notice signed by an
Authorized Officer. If the written confirmation differs in any material respect from the action
taken by the Administrative Agent and the Lenders, the records of the Administrative Agent and the
Lenders shall govern absent manifest error.



2.18 Interest Payment Dates; Interest and Fee Basis. Interest accrued on each
Floating Rate Advance shall be payable on each Payment Date, commencing with the first such date to
occur after the date hereof, on any date on which the Floating Rate Advance is prepaid, whether due
to acceleration or otherwise, and at maturity. Interest accrued on that portion of the outstanding
principal amount of any Floating Rate Advance converted into a Eurocurrency Advance on a day other
than a Payment Date shall be payable on the date of conversion. Interest accrued on each
Eurocurrency Advance shall be payable on the last day of its applicable Interest Period, on any
date on which the Eurocurrency Advance is prepaid, whether by acceleration or otherwise, and at
maturity. Interest accrued on each Eurocurrency Advance having an Interest Period longer than
three months shall also be payable on the last day of each three-month interval during such
Interest Period. Interest, LC Fees, and other fees (except as provided in the following sentence)
shall be calculated for actual days elapsed on the basis of a 360-day year, except for interest on
Loans denominated in British Pounds Sterling and Loans comprised of Floating Rate Advances, which
shall be calculated for actual days elapsed on the basis of a 365-day year. Facility Fees and
utilization fees shall be calculated for actual days elapsed on the basis of a 365-day year.
Interest shall be payable for the day an Advance is made but not for the day of any payment on the
amount paid if payment is received prior to noon (local time) at the place of payment specified in
Section 2.14. If any payment of principal or interest on an Advance shall become due on a day
which is not a Business Day, such payment shall be made on the next succeeding Business Day and, in
the case of a principal payment, such extension of time shall be included in computing interest in
connection with such payment.



2.19 Notification of Advances, Interest Rates, Prepayments and Commitment Reductions.
Promptly after receipt thereof, the Administrative Agent will notify each Lender of the contents of
each Aggregate Commitment reduction notice, Borrowing Notice, Swing Line Borrowing Notice,
Conversion/Continuation Notice, and repayment notice received by it hereunder. Promptly after
notice from an LC Issuer, the Administrative Agent will notify each Lender of the contents of each
request for issuance of a Facility LC hereunder. The Administrative Agent will notify each Lender
of the interest rate applicable to each Eurocurrency Advance promptly upon determination of such
interest rate and will give each Lender prompt notice of each change in the Alternate Base Rate.
Each Reference Lender agrees to furnish upon request timely information for the purpose of
determining the Eurocurrency Rate.



2.20 Lending Installations. Each Lender may book its Loans and its participation in
any LC Obligations and each LC Issuer may book the Facility LCs at any Lending Installation
selected by such Lender or such LC Issuer, as the case may be, and may change its Lending
Installation from time to time. All terms of this Agreement shall apply to any such Lending
Installation and the Loans, Facility LCs, participations in LC Obligations and any Notes issued
hereunder shall be deemed held by each Lender or each LC Issuer, as the case may be, for the
benefit of any such Lending Installation. Each Lender and each LC Issuer may, by written notice to
the Administrative Agent and the Borrowers in accordance with Article XIII, designate replacement
or additional Lending Installations through which Loans will be made by it or Facility LCs will be
issued by it and for whose account Loan payments or payments with respect to Facility LCs are to be
made.



2.21 Non-Receipt of Funds by the Administrative Agent. Unless the applicable Borrower
or a Lender, as the case may be, notifies the Administrative Agent prior to the date on which it is
scheduled to make payment to the Administrative Agent of (a) in the case of a Lender, the proceeds
of a Loan or (b) in the case of any Borrower, a payment of principal, interest or fees to the
Administrative Agent for the account of the Lenders, that it does not intend to make such payment,
the Administrative Agent may assume that such payment has been made. The Administrative Agent may,
but shall not be obligated to, make the amount of such payment available to the intended recipient
in reliance upon such assumption. If such Lender or such Borrower, as the case may be, has not in
fact made such payment to the Administrative Agent, the recipient of such payment shall, on demand
by the Administrative Agent, repay to the Administrative Agent the amount so made available
together with interest thereon in respect of each day during the period commencing on the date such
amount was so made available by the Administrative Agent until the date the Administrative Agent
recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the
Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest
rate applicable to the relevant Loan or (ii) in the case of payment by any Borrower, the interest
rate applicable to the relevant Loan.



2.22 Market Disruption. Notwithstanding the satisfaction of all conditions referred
to in Article II and Article IV with respect to any Advance in any Agreed Currency other than
Dollars, if there shall occur on or prior to the date of such Advance any change in national or
international financial, political or economic conditions or currency exchange rates or exchange
controls which would in the reasonable opinion of the Administrative Agent or the Required Lenders
make it impracticable for the Eurocurrency Loans comprising such Advance to be denominated in the
Agreed Currency specified by the applicable Borrower, then the Administrative Agent shall forthwith
give notice thereof to the Borrowers and the Lenders, and such Loans shall not be denominated in
such Agreed Currency but shall, except as otherwise set out in Section 2.15, be made on such
Borrowing Date in Dollars, in an aggregate principal amount equal to the Dollar Amount of the
aggregate principal amount specified in the related Borrowing Notice or Conversion/Continuation
Notice, as the case may be, as Floating Rate Loans, unless the applicable Borrower notifies the
Administrative Agent at least one Business Day before such date that (a) it elects not to borrow on
such date or (b) it elects to borrow on such date in a different Agreed Currency, as the case may
be, in which the denomination of such Loans would in the opinion of the Administrative Agent and
the Required Lenders be practicable and in an aggregate principal amount equal to the Dollar Amount
of the aggregate principal amount specified in the related Borrowing Notice or
Conversion/Continuation Notice, as the case may be.



2.23 Judgment Currency. If for the purposes of obtaining judgment in any court it is
necessary to convert a sum due from any Borrower hereunder in the currency expressed to be payable
herein (the “specified currency”) into another currency, the parties hereto agree, to the fullest
extent that they may effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Administrative Agent could purchase the specified
currency with such other currency at the Administrative Agent’s main office on the Business Day
preceding that on which final, non-appealable judgment is given. The obligations of the Borrowers
in respect of any sum due to any Lender or the Administrative Agent hereunder shall,
notwithstanding any judgment in a currency other than the specified currency, be discharged only to
the extent that on the Business Day following receipt by such Lender or the Administrative Agent
(as the case may be) of any sum adjudged to be so due in such other currency such Lender or the
Administrative Agent (as the case may be) may in accordance with normal, reasonable banking
procedures purchase the specified currency with such other currency. If the amount of the
specified currency so purchased is less than the sum originally due to such Lender or the
Administrative Agent, as the case may be, in the specified currency, each of the Borrowers agrees,
to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding
any such judgment, to indemnify such Lender or the Administrative Agent, as the case may be,
against such loss, and if the amount of the specified currency so purchased exceeds (a) the sum
originally due to any Lender or the Administrative Agent, as the case may be, in the specified
currency and (b) any amounts shared with other Lenders as a result of allocations of such excess as
a disproportionate payment to such Lender under Section 12.2, such Lender or the Administrative
Agent, as the case may be, agrees to remit such excess to the Borrowers.



2.24 Additional Borrowing Subsidiaries. Upon the request by the Parent and approval
by the Administrative Agent, any Subsidiary of the Parent may become a Borrowing Subsidiary
hereunder provided that such Borrowing Subsidiary shall execute and deliver to the Administrative
Agent a Joinder Agreement, together with such evidence of corporate authority to enter into such
Joinder Agreement as the Administrative Agent may reasonably request, including without limitation,
opinions of legal counsel regarding such corporate authority and the enforceability of such Joinder
Agreement and such other documents, governmental certificates, agreement as the Administrative
Agent may reasonably request, including without limitation, information requested in order for the
Administrative Agent or any Lender to comply with the Patriot Act.



2.25 Lender Replacement. The Parent shall be permitted to replace with an Eligible
Assignee any Lender which (a) makes an assertion of the type described in Section 3.3 or requests
reimbursement for amounts owing pursuant to Section 3.1 or 3.2 (either for its own account or for
the account of any of its participants), (b) requires any Borrower to pay Taxes in respect of such
Lender, (c) fails to make any Advance requested by it if the Required Lenders have made the
Advances requested of them pursuant to the same Borrowing Notice or (d) which is a Non-Extending
Lender; provided that (i) such replacement does not conflict with any applicable law, rule,
regulation, or directive, (ii) no Default or Unmatured Default shall have occurred and be
continuing at the time of such replacement, (iii) in the case of any replacement pursuant to clause
(a), (b), or (c) hereof, prior to any such replacement, such Lender being replaced shall not have
eliminated the continued need for repayment of amounts owing pursuant to Section 3.1 or 3.2, as
applicable; and (iv) the Parent shall repay (or cause to be repaid) or the Eligible Assignee shall
pay to the Lender being replaced, the amount of the Obligations owing to such Lender on the date of
replacement (including any amounts owing under Sections 3.1, 3.2 and 3.4).




2.26 Facility LCs.2.26.1 Issuance. Each LC Issuer hereby agrees, on
the terms and conditions set out in this Agreement, to issue Financial Letters of Credit,
Performance Letters of Credit, Documentary Letters of Credit and Bank Guaranties (each, a
“Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC
(“Modify,” and each such action a “Modification”), from time to time from and including the
date of this Agreement and prior to its respective Commitment Maturity Date upon the request
of any Borrower; provided that (a) each Facility LC shall be issued in an Agreed Currency
and (b) immediately after each such Facility LC is issued or Modified, the Aggregate
Outstanding Credit Exposure may not exceed the Aggregate Commitment. No Facility LC shall
have an expiry date later than five years after its issuance. Any Bank Guaranty issued
under this Agreement shall be subject to the additional requirements of Section 2.26.13
hereof.




2.26.2 Participations. Upon the issuance or Modification by any LC Issuer of a
Facility LC (other than a Bank Guaranty) in accordance with this Section 2.26, such LC
Issuer shall be deemed, without further action by any party hereto, to have unconditionally
and irrevocably sold to each Lender, and each Lender shall be deemed, without further action
by any party hereto, to have unconditionally and irrevocably purchased from such LC Issuer,
a participation in such Facility LC (and each Modification thereof) and the related LC
Obligations in proportion to its Pro Rata Share.




2.26.3 Notice. Subject to Section 2.26.1, the applicable Borrower shall give
the applicable LC Issuer notice prior to 10:00 a.m. (Central time) at least three Business
Days prior to the proposed date of issuance or Modification of each Facility LC, specifying
the beneficiary, the applicable currency, the proposed date of issuance (or Modification)
and the expiry date of such Facility LC, and describing the proposed terms of such Facility
LC and the nature of the transactions proposed to be supported thereby. Upon receipt of
such notice, such LC Issuer shall promptly notify the Administrative Agent, and the
Administrative Agent shall promptly notify each Lender, of the contents thereof and of the
amount of such Lender’s participation in such proposed Facility LC (if applicable). The
issuance or Modification by any LC Issuer of any Facility LC shall, in addition to the
conditions precedent set out in Article IV (the satisfaction of which such LC Issuer shall
have no duty to ascertain), be subject to the conditions precedent that such Facility LC
shall be satisfactory to such LC Issuer and that the applicable Borrower shall have executed
and delivered such application agreement and/or such other instruments and agreements
relating to such Facility LC as such LC Issuer shall have reasonably requested (each, a
“Facility LC Application”). In the event of any conflict between the terms of this
Agreement and the terms of any Facility LC Application, the terms of this Agreement shall
control.




2.26.4 LC Fees. The applicable Borrower shall pay to the Administrative Agent,
for the account of the Lenders ratably in accordance with their respective Pro Rata Shares,
with respect to each Financial Letter of Credit, Performance Letter of Credit and
Documentary Letter of Credit, a letter of credit fee at a per annum rate equal to the
Applicable Margin for such Type of Facility LC in effect from time to time on the average
daily undrawn stated amount under such Facility LC, such fee to be payable in arrears on
each Payment Date (or, with respect to a Modification of any such Facility LC which
increases the stated amount thereof, such increase in the stated amount) thereof (each such
fee described in this sentence an “LC Fee”). The applicable Borrower shall also pay to the
applicable LC Issuer for its own account with respect to each Facility LC (i) a fronting fee
of 0.125% per annum of the initial stated amount (or, with respect to a Modification of any
such Facility LC which increases the stated amount thereof, such increase in the stated
amount), such fee to be payable on the date of such issuance or increase, and (ii)
documentary and processing charges in connection with the issuance or Modification of and
draws under Facility LCs in accordance with such LC Issuer’s standard schedule for such
charges as in effect from time to time.




2.26.5 Administration; Reimbursement by Lenders. Upon receipt from the
beneficiary of any Facility LC of any demand for payment under such Facility LC, the
applicable LC Issuer shall notify the Administrative Agent and the applicable Borrower as to
the amount demanded to be paid by such LC Issuer and the proposed payment date. Upon its
determination to honor any such demand for payment, the applicable LC Issuer shall promptly
notify the Administrative Agent and the applicable Borrower and the Administrative Agent
shall promptly notify each other Lender of such determination and of the LC Issuer’s
intended payment date therefor (the “LC Payment Date”). The responsibility of such LC
Issuer to the Borrowers and each Lender shall be only to determine that the documents
(including each demand for payment) delivered under each Facility LC in connection with such
presentment shall be in conformity in all material respects with such Facility LC. Each LC
Issuer shall endeavor to exercise the same care in the issuance and administration of the
Facility LCs as it does with respect to letters of credit in which no participations are
granted (or with respect to bank guaranties which are not backed by letters of credit, as
applicable), it being understood that in the absence of any gross negligence or willful
misconduct by such LC Issuer, each Lender shall be unconditionally and irrevocably liable
without regard to the occurrence of any Default or any condition precedent whatsoever, to
reimburse such LC Issuer on demand for (a) such Lender’s Pro Rata Share of the amount of
each payment made by such LC Issuer under each Facility LC (other than any Bank Guaranty),
in the currency of such Facility LC, to the extent such amount is not reimbursed by the
applicable Borrower pursuant to Section 2.26.6 below, plus (b) interest on the foregoing
amount to be reimbursed by such Lender, for each day from the date of such LC Issuer’s
demand for such reimbursement (or, if such demand is made after 11:00 a.m. (Central Time) on
such date, from the next succeeding Business Day) to the date on which such Lender pays the
amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds
Effective Rate for the first three days and, thereafter, at a rate of interest equal to the
rate applicable to Floating Rate Advances.




2.26.6 Reimbursement by Borrower. Each Borrower shall be irrevocably and
unconditionally obligated to reimburse each LC Issuer on or before the applicable LC Payment
Date for any amounts to be paid by such LC Issuer upon any drawing under any Facility LC, in
the currency of such Facility LC, without presentment, demand, protest or other formalities
of any kind; provided that no Borrower nor any Lender shall hereby be precluded from
asserting any claim for direct (but not consequential) damages suffered by such Borrower or
such Lender to the extent, but only to the extent, caused by (a) the willful misconduct or
gross negligence of any LC Issuer in determining whether a request presented under any
Facility LC issued by it complied with the terms of such Facility LC or (b) any LC Issuer’s
failure to pay under any Facility LC issued by it after the presentation to it of a request
strictly complying with the terms and conditions of such Facility LC. All such amounts paid
by any LC Issuer and remaining unpaid by such Borrower shall bear interest, payable on
demand, for each day until paid at a rate per annum equal to (i) the rate applicable to
Floating Rate Advances for such day if such day falls on or before the applicable LC Payment
Date and (ii) the sum of 2% plus the rate applicable to Floating Rate Advances for such day
if such day falls after such LC Payment Date. Each LC Issuer will pay to each Lender
ratably in accordance with its Pro Rata Share all amounts received by it from any Borrower
for application in payment, in whole or in part, of the Reimbursement Obligation in respect
of any Facility LC (other than any Bank Guaranty) issued by such LC Issuer, but only to the
extent such Lender has made payment to such LC Issuer in respect of such Facility LC
pursuant to Section 2.26.5. Subject to the terms and conditions of this Agreement
(including without limitation the submission of a Borrowing Notice in compliance with
Section 2.8 and the satisfaction of the applicable conditions precedent set out in Article
IV), any Borrower may request an Advance hereunder for the purpose of satisfying any
Reimbursement Obligation.




2.26.7 Obligations Absolute. The Borrowers’ obligations under this Section
2.26 shall be absolute and unconditional under any and all circumstances and irrespective of
any setoff, counterclaim or defense to payment which any Borrower may have or have had
against any LC Issuer, any Lender or any beneficiary of a Facility LC. The Borrowers
further agree with the LC Issuers and the Lenders that the LC Issuers and the Lenders shall
not be responsible for, and the Borrowers’ Reimbursement Obligation in respect of any
Facility LC shall not be affected by, among other things, (a) the validity or genuineness of
documents or of any endorsements thereon, even if such documents should in fact prove to be
in any or all respects invalid, fraudulent or forged, or (b) any dispute between or among
any Borrowers, any of their Affiliates, the beneficiary of any Facility LC or any financing
institution or other party to whom any Facility LC may be transferred, or (c) any claims or
defenses whatsoever of any Borrower or of any of its Affiliates against the beneficiary of
any Facility LC or any such transferee. The LC Issuers shall not be liable for any error,
omission, interruption or delay in transmission, dispatch or delivery of any message or
advice, however transmitted, in connection with any Facility LC. The Borrowers agree that
any action taken or omitted by any LC Issuer or any Lender under or in connection with each
Facility LC and the related drafts and documents, if done without gross negligence or
willful misconduct, shall be binding upon the Borrowers and shall not put any LC Issuer or
any Lender under any liability to any Borrower. Nothing in this Section 2.26.7 is intended
to limit the right of any Borrower to make a claim against any LC Issuer for damages as
contemplated by the proviso to the first sentence of Section 2.26.6.




2.26.8 Actions of LC Issuers. Each LC Issuer shall be entitled to rely, and
shall be fully protected in relying, upon any Facility LC, draft, writing, resolution,
notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or
teletype message, statement, order or other document believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons, and upon
advice and statements of legal counsel, independent accountants and other experts selected
by such LC Issuer. Each LC Issuer shall be fully justified in failing or refusing to take
any action under this Agreement unless it shall first have received such advice or
concurrence of the Required Lenders as it reasonably deems appropriate or it shall first be
indemnified to its reasonable satisfaction by the Lenders against any and all liability and
expense which may be incurred by it by reason of taking or continuing to take any such
action. Notwithstanding any other provision of this Section 2.26, each LC Issuer shall in
all cases be fully protected in acting, or in refraining from acting, under this Agreement
in accordance with a request of the Required Lenders, and such request and any action taken
or failure to act pursuant thereto shall be binding upon the Lenders and any future holders
of a participation in any Facility LC.




2.26.9 Indemnification. Each Borrower hereby agrees to indemnify and hold
harmless each Lender, each LC Issuer and the Administrative Agent, and their respective
directors, officers, agents and employees from and against any and all claims and damages,
losses, liabilities, costs or expenses which such Lender, such LC Issuer or the
Administrative Agent may incur (or which may be claimed against such Lender, such LC Issuer
or the Administrative Agent by any Person whatsoever) by reason of or in connection with the
issuance, execution and delivery or transfer of or payment or failure to pay under any
Facility LC or any actual or proposed use of any Facility LC, including, without limitation,
any claims, damages, losses, liabilities, costs or expenses which any LC Issuer may incur by
reason of or in connection with (a) the failure of any other Lender to fulfill or comply
with its obligations to such LC Issuer hereunder (but nothing herein contained shall affect
any rights any Borrower may have against any defaulting Lender) or (b) by reason of or on
account of such LC Issuer issuing any Facility LC which specifies that the term
“Beneficiary” included therein includes any successor by operation of law of the named
Beneficiary, but which Facility LC does not require that any drawing by any such successor
Beneficiary be accompanied by a copy of a legal document, satisfactory to such LC Issuer,
evidencing the appointment of such successor Beneficiary; provided that no Borrower shall be
required to indemnify any Lender, any LC Issuer or the Administrative Agent for any claims,
damages, losses, liabilities, costs or expenses to the extent, but only to the extent,
caused by (x) the willful misconduct or gross negligence of such LC Issuer in determining
whether a request presented under any Facility LC complied with the terms of such Facility
LC or (y) such LC Issuer’s failure to pay under any Facility LC after the presentation to it
of a request strictly complying with the terms and conditions of such Facility LC. Nothing
in this Section 2.26.9 is intended to limit the obligations of any Borrower under any other
provision of this Agreement.




2.26.10 Lenders’ Indemnification. Each Lender shall, ratably in accordance
with its Pro Rata Share, indemnify each LC Issuer, its affiliates and their respective
directors, officers, agents and employees (to the extent not reimbursed by the Borrowers)
against any cost, expense (including reasonable counsel fees and disbursements), claim,
demand, action, loss or liability (except such as result from such indemnitees’ gross
negligence or willful misconduct or such LC Issuer’s failure to pay under any Facility LC
after the presentation to it of a request strictly complying with the terms and conditions
of the Facility LC) that such indemnitees may suffer or incur in connection with this
Section 2.26 or any action taken or omitted by such indemnitees hereunder.




2.26.11 Facility LC Collateral Account. (a) Each Borrower agrees that it will,
as provided in clause (b) below, as provided in Section 2.2(a), upon the occurrence of any
Default described in Section 7.6 or Section 7.7, or upon the request of the Required Lenders
(or the Administrative Agent with the consent of the Required Lenders) upon a Default, and
until the final expiration date of any Facility LC (other than a Bank Guaranty) and
thereafter as long as any amount is payable to the LC Issuer or the Lenders in respect of
any Facility LC (other than a Bank Guaranty), maintain a special collateral account (the
“Facility LC Collateral Account”) at the Administrative Agent’s office at the address
specified pursuant to Article XIII, in the name of such Borrower but under the sole dominion
and control of the Administrative Agent, for the ratable benefit of the Lenders and the LC
Issuers and in which such Borrower shall have no interest other than as set out in Section
2.2(a) and Section 8.1. Each Borrower hereby pledges, assigns and grants to the
Administrative Agent, on behalf of and for the ratable benefit of the Lenders and the LC
Issuers, a security interest in all of such Borrower’s right, title and interest in and to
all funds which may from time to time be on deposit in the Facility LC Collateral Account to
secure the prompt and complete payment and performance of the LC Obligations and LC Fees.
The Administrative Agent will invest any funds on deposit from time to time in the Facility
LC Collateral Account in certificates of deposit or other time deposits of JPMorgan having a
maturity not exceeding 30 days. The Parent may select the maturities of such certificates
of deposit upon reasonable prior notice to the Administrative Agent; however, if the Parent
fails to provide such notice, the Administrative Agent shall select the applicable
maturities in its sole discretion. Nothing in this Section 2.26.11 shall either obligate
the Administrative Agent to require any Borrower to deposit any funds in the Facility LC
Collateral Account or limit the right of the Administrative Agent to release any funds held
in the Facility LC Collateral Account in each case other than as required by Section 2.2(a),
Section 8.1, or clause (b) below.




(b) Each Borrower agrees that, if 45 days prior to the then-applicable Commitment
Maturity Date of any LC Issuer, the Commitment Maturity Date of such LC Issuer has not been
extended and such LC Issuer has not agreed to extend its Commitment Maturity Date as
provided in Section 2.28(b), then, with respect to each Facility LC (other than Bank
Guaranties) issued by such LC Issuer with an expiry date later than 5 Business Days prior to
the then-applicable Commitment Maturity Date of such LC Issuer, the Borrowers shall provide
the applicable LC Issuer with a letter of credit, issued by another LC Issuer or other
issuing bank reasonably acceptable to such LC Issuer, naming such LC Issuer as beneficiary,
and otherwise reasonably acceptable to such LC Issuer (each, such letter of credit a
“Back-Up LC”) in the currency of such Letter of Credit and in an amount equal to 100% of the
outstanding LC Obligations (other than LC Obligations with respect to Bank Guaranties) plus
the amount of all LC Fees scheduled to be paid through the expiration date of the Facility
LCs, in each case, issued by such LC Issuer; provided that if such then-applicable
Commitment Maturity Date is the Facility Termination Date, the Borrowers shall either (i)
deposit cash collateral in the Facility LC Collateral Account or (ii) provide the applicable
LC Issuer with a Back-Up LC as described above, in each case, in the currency of such Letter
of Credit and in an amount equal to 100% of the outstanding LC Obligations (other than LC
Obligations with respect to Bank Guaranties) plus the amount of all LC Fees scheduled to be
paid through the expiration date of the Facility LCs issued by such LC Issuer. Neither the
Borrowers nor any Person claiming on behalf of or through the Borrowers shall have any right
to withdraw any of the funds held in the Facility LC Collateral Account. Upon the extension
of the Commitment Maturity Date of such LC Issuer, the Administrative Agent shall promptly
release to the Borrowers all cash collateral provided by the Borrowers, or the applicable LC
Issuer(s) shall return all Back-Up LCs to the issuing banks for cancellation, as applicable.
Upon the cancellation, surrender, or payment of each Facility LC for which cash collateral
or a Back-Up LC was provided pursuant to this Section 2.26.11(b), the Administrative Agent
shall promptly release cash collateral to the Borrowers, or the applicable LC Issuer shall
instruct the applicable Back-Up LC issuer to reduce the amount available to be drawn under
any applicable Back-Up LC, as applicable, in the amount of the LC Obligations (other than
Bank Guaranties) which are no longer outstanding as a result thereof, together with the
amount of all corresponding LC Fees which will no longer become payable excluding in each
case, the amounts applied by Administrative Agent under Section 8.1(c) to satisfy any LC
Fees that have become due and payable by any Borrower.




(c) The obligations of each of the Borrowers under this Agreement and the other Loan
Documents regarding Facility LC’s, including without limitation obligations under Section
2.26, shall survive after the Facility Termination Date and termination of this Agreement
for so long as any LC Obligations remain outstanding. Each Borrower further agrees that if
cash collateral is required to be deposited or any Back-up LCs are required to be provided
pursuant to Section 2.26.11(b), it will, promptly upon request of the Administrative Agent
or any LC Issuer, as applicable, enter into such agreements, in form and substance
reasonably acceptable to the Administrative Agent or such LC Issuer, as applicable, and such
Borrower as the Administrative Agent or such LC Issuer may reasonably require to effectuate
the provisions of Section 2.26.11(b) and otherwise govern the administration of the
outstanding Facility LC’s and the Facility LC Collateral Account or Back-Up LC requirements,
as applicable, the Borrowers’ Reimbursement Obligations and other obligations with respect
thereto, and such other provisions as the Administrative Agent or such LC Issuer may
reasonably require, in each case, to become effective on the applicable Commitment Maturity
Date if the same is not extended.




2.26.12 Rights as a Lender. In its capacity as a Lender, each LC Issuer shall
have the same rights and obligations as any other Lender.




2.26.13 Bank Guaranties. Each LC Issuer’s agreement to issue Bank Guaranties
hereunder is conditioned upon (a) such LC Issuer’s determination, in its sole discretion,
that it is able to issue a Bank Guaranty in the applicable jurisdiction and (b) the
simultaneous issuance by a LC Issuer of a Facility LC (other than a Bank Guaranty)
supporting the applicable Borrower’s obligations under such Bank Guaranty for the entire
term thereof. Any Modification which increases or extends the amount or term of a Bank
Guaranty shall be conditioned upon a simultaneous corresponding Modification of the Facility
LC supporting such Bank Guaranty. The applicable Borrower shall provide notice requesting
the issuance or Modification, as applicable, of any such supporting Facility LC at the same
time at which such Borrower provides notice requesting the issuance or Modification, as
applicable, of the Bank Guaranty which such Facility LC supports, all in accordance with
Section 2.26.3.



2.27 Increase in Aggregate Commitment.



(a) Provided no Default or Unmatured Default exists, upon notice to the Administrative Agent,
the Parent may request one or more increases (the amount of any such increase being a “Commitment
Increase”) in the Aggregate Commitment which in the aggregate do not exceed $350,000,000 and do not
cause the Aggregate Commitment to exceed $700,000,000. The Administrative Agent shall promptly
give the Lenders (each of which, in its sole discretion, may determine whether and to what degree
to participate in such Commitment Increase) notice of such request. In its notice to the
Administrative Agent, the Parent shall specify the time period within which each Lender is
requested to respond (which shall not be less than 10 Business Days from the date of delivery of
such notice to the Administrative Agent). Each Lender shall notify the Administrative Agent within
such time period whether or not it agrees to increase its Commitment and, if so, whether by an
amount equal to, greater than, or less than its Pro Rata Share of such requested increase (any such
Lender that agrees to increase its Commitment hereunder, an “Increasing Lender"). Any Lender not
responding within such time period shall be deemed to have declined to increase its Commitment. No
Lender’s Commitment amount shall be increased without the consent of such Lender. The
Administrative Agent shall notify the Parent of the Lenders’ responses to each request made
hereunder. If the Increasing Lenders agree to increase their respective Commitments by an
aggregate amount in excess of the requested Commitment Increase, the requested Commitment Increase
shall be allocated among such Increasing Lenders in proportion to their respective Commitments
immediately prior to the Increase Date. To achieve the full amount of a requested increase, the
Borrowers may also invite additional Eligible Assignees to become Lenders (any such Lender, an
“Additional Lender"). The sum of the increases in the Commitments of the Increasing Lenders plus
the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not
in the aggregate exceed the amount of the Commitment Increase.



(b) Any Commitment Increase shall become effective upon (i) the receipt by the Administrative
Agent of (A) an agreement in form and substance satisfactory to the Administrative Agent signed by
the Borrowers, each Increasing Lender and each Additional Lender, setting forth the new Commitments
of each such Lender and setting forth the agreement of each Additional Lender to become a party to
this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and
(B) such evidence of appropriate authorization on the part of the Borrowers with respect to the
Commitment Increase and such opinions of counsel for the Borrowers with respect to the Commitment
Increase as the Administrative Agent may reasonably request, (ii) the funding by each Increasing
Lender and Additional Lender of the Revolving Loans to be made by each such Lender described in
subsection (c) below, if applicable, and (iii) receipt by the Administrative Agent of a certificate
(the statements contained in which shall be true) of an Authorized Officer of each Borrower
certifying and attaching the resolutions adopted by such Borrower approving or consenting to such
Commitment Increase, and stating that both before and after giving effect to such Commitment
Increase (A) no Default has occurred and is continuing, and (B) all representations and warranties
in this Agreement are true and correct in all material respects, unless such representation or
warranty relates to an earlier date, in which case they are true and correct as of such earlier
date. The Administrative Agent shall promptly notify the Borrowers and the Lenders of the final
allocation of any Commitment Increase and the effective date thereof.



(c) Upon the effective date of any Commitment Increase, if any Advances (other than Swing Line
Loans) are then outstanding, each Increasing Lender and each Additional Lender shall provide funds
to the Administrative Agent in the manner described in Section 2.2. The funds so provided by any
Lender shall be deemed to be a Revolving Loan made by such Lender on the date of such Commitment
Increase, an in an amount such that after giving effect to such Commitment Increase and the
Revolving Loans made on the date of such Commitment Increase, each Advance outstanding hereunder
shall consist of Revolving Loans made by the Lenders ratably in accordance with each Lender’s Pro
Rata Share. Also upon giving effect to any Commitment Increase, each Lender shall participate in
any outstanding Facility LC’s (other than any Bank Guaranties) and Swing Line Loans ratably in
accordance with its Pro Rata Share.



(d) Notwithstanding any provision contained herein to the contrary, from and after the date of
any Commitment Increase and the making of any Revolving Loans on such date pursuant to subsection
(c) above, all calculations and payments of interest on the Advances and payment of amounts owing
with respect to other Outstanding Credit Exposure of each Lender shall take into account the actual
Commitment of each Lender and the principal amount outstanding of each Revolving Loan made by such
Lender during the relevant period of time.



(e) The Aggregate Commitments may be increased in accordance with, and to the extent permitted
by, this Section 2.27, without the consent of the requisite Lenders otherwise required under
Section 8.2.



2.28 Extension of Facility Termination Date.



(a) Requests for Extension. The Parent may, on behalf of all Borrowers, by notice to
the Administrative Agent (who shall promptly notify the Lenders) not earlier than 90 days and not
later than 60 days prior to any Anniversary Date, request that each Lender extend such Lender’s
Commitment Maturity Date for an additional one year from such Lender’s Commitment Maturity Date
then in effect. The Parent may not request more than three such extensions pursuant to this
Section 2.28.



(b) Lender Elections to Extend. If the Parent makes the request in clause (a) above,
each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative
Agent given not earlier than 60 days prior to the applicable Anniversary Date and not later than
the date that is 45 days prior to the applicable Anniversary Date (the “Notice Date”), advise the
Administrative Agent whether or not such Lender agrees to such extension. Each Lender that decides
not to extend its Commitment Maturity Date (each, a “Non-Extending Lender”) and each Lender that
decides to extend its Commitment Maturity Date (each, an “Extending Lender”) shall notify the
Administrative Agent of such decision promptly after such determination (but in any event no later
than the Notice Date), and any Lender that does not otherwise advise the Administrative Agent on or
before the Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to
agree to such extension pursuant to this Section 2.28 shall not obligate any other Lender to so
agree.



(c) Notification by Administrative Agent. The Administrative Agent shall notify the
Parent of each Lender’s determination under this Section at least 40 days prior to the applicable
Anniversary Date (or, if such date is not a Business Day, on the immediately preceding Business
Day).



(d) Additional Commitment Lenders. The Borrowers shall have the right, at any time on
or before the date which is 30 days after the applicable Anniversary Date, to replace each
Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more
Eligible Assignees who shall agree to become Extending Lenders (each, an “Additional Commitment
Lender”) as provided in Section 2.25, each of which Additional Commitment Lenders shall have
entered into an assignment agreement substantially in the form of Exhibit C pursuant to which such
Additional Commitment Lender shall, effective at any time prior to the date which is 30 days after
the applicable Anniversary Date, undertake a Commitment (and, if any such Additional Commitment
Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment
hereunder on such date). Notwithstanding any provision contained herein to the contrary, from and
after the date of any extension of any Commitment Maturity Date and the prepayment of any Revolving
Loans on the applicable Anniversary Date pursuant to Section 2.25 and subsection (f) below, all
calculations and payments of interest on the Advances and payment of amounts owing with respect to
other Outstanding Credit Exposure of each Lender shall take into account the actual Commitment of
each Lender and the principal amount outstanding of each Revolving Loan made by such Lender during
the relevant period of time.



(e) Minimum Extension Requirement. If (and only if) the total of the Commitments of
the Lenders that have agreed to extend their respective Commitment Maturity Dates and the
additional Commitments of the Additional Commitment Lenders that have entered into an assignment
agreement as provided in subsection (d) above shall equal or exceed 51% of the aggregate amount of
the Commitments in effect immediately prior to the applicable Anniversary Date, then, effective as
of the applicable Anniversary Date, the Commitment Maturity Date of each Extending Lender and of
each such Additional Commitment Lender shall be extended to the date that is one year after such
Lender’s Commitment Maturity Date then in effect (except that, if such date is not a Business Day,
such Commitment Maturity Date as so extended shall be the immediately preceding Business Day) and
each such Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this
Agreement. Such extension shall constitute an extension of the Facility Termination Date for all
purposes of this Agreement. If any Additional Commitment Lender enters into an assignment
agreement as provided in subsection (d) above after the applicable Anniversary Date (but in any
event within 30 days after such date), then, effective as of the applicable effective date of such
assignment (the “Assignment Date"), the Commitment Maturity Date of each such Additional Commitment
Lender shall be the date that is one year after the Commitment Maturity Date then in effect for the
Non-Extending Lender being replaced by the applicable Additional Commitment Lender (except that, if
such date is not a Business Day, such Commitment Maturity Date as so extended shall be the
immediately preceding Business Day) and each such Additional Commitment Lender shall thereupon
become a “Lender” for all purposes of this Agreement. Each Non-Extending Lender shall maintain its
respective original Commitment Maturity Date, unless such Non-Extending Lender is replaced by an
Eligible Assignee as provided herein.



(f) Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, any
extension of any Commitment Maturity Date pursuant to this Section shall not be effective with
respect to any Lender unless:




(i) no Default or Unmatured Default shall have occurred and be continuing on the
applicable Anniversary Date or Assignment Date, as applicable, and after giving effect to
any extension granted under this Section;




(ii) the representations and warranties contained in this Agreement are true and
correct on and as of the applicable Anniversary Date or Assignment Date, as applicable, and
after giving effect thereto, as though made on and as the applicable Anniversary Date or
Assignment Date, as applicable (or, if any such representation or warranty is expressly
stated to have been made as of a specific date, as of such specific date); and




(iii) on the applicable Anniversary Date or Assignment Date, as applicable, the
Borrowers shall prepay any Revolving Loans outstanding on such date (and pay any additional
amounts required pursuant to Section 3.4) to the extent necessary to keep outstanding
Revolving Loans ratable with any revised Pro Rata Shares of the respective Lenders effective
as of such date. In addition, upon giving effect to any revision of Pro Rata Shares
pursuant to this Section 2.28, each Lender shall participate in any outstanding Facility
LC’s (other than any Bank Guaranties) and Swing Line Loans ratably in accordance with its
Pro Rata Share.



ARTICLE III




YIELD PROTECTION; TAXES




3.1 Yield Protection. (a) If, on or after the date of this Agreement, the adoption
of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or
directive (whether or not having the force of law), or any change in the interpretation or
administration thereof by any governmental or quasi-governmental authority, central bank or
comparable agency charged with the interpretation or administration thereof, or compliance by any
Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether
or not having the force of law) of any such authority, central bank or comparable agency:




(i) subjects any Lender or any applicable Lending Installation or any LC Issuer to any
Taxes, or changes the basis of taxation of payments (other than with respect to Excluded
Taxes) to any Lender or any LC Issuer in respect of its Eurocurrency Loans, Facility LCs or
participations therein, or




(ii) imposes or increases or deems applicable any reserve, assessment, insurance
charge, special deposit or similar requirement against assets of, deposits with or for the
account of, or credit extended by, any Lender or any applicable Lending Installation or any
LC Issuer (other than reserves and assessments taken into account in determining the
interest rate applicable to Eurocurrency Advances), or




(iii) imposes any other condition the result of which is to increase the cost to any
Lender or any applicable Lending Installation or any LC Issuer of making, funding or
maintaining its Eurocurrency Loans or Commitment, or of issuing or participating in Facility
LCs, (including, without limitation, any conversion of any Loan denominated in an Agreed
Currency other than Euro into a Loan denominated in Euro), or reduces any amount receivable
by any Lender or any applicable Lending Installation or any LC Issuer in connection with its
Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or any
applicable Lending Installation or any LC Issuer to make any payment calculated by reference
to the amount of Eurocurrency Loans, Facility LCs or participations therein held or interest
or LCs Fees received by it, by an amount deemed material by such Lender or such LC Issuer as
the case may be,



and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending
Installation or such LC Issuer, as the case may be, of making or maintaining its Eurocurrency Loans
(including, without limitation, any conversion of any Loan denominated in an Agreed Currency other
than Euro into a Loan denominated in Euro) or Commitment or of issuing or participating in Facility
LCs or to reduce the return received by such Lender or applicable Lending Installation or such LC
Issuer, as the case may be, in connection with such Eurocurrency Loans, Commitment, Facility Fees
or participations therein, then, within 15 days of demand by such Lender or such LC Issuer, as the
case may be, the Borrowers shall pay such Lender or such LC Issuer, as the case may be, such
additional amount or amounts as will compensate such Lender or such LC Issuer, as the case may be,
for the actual increased cost or reduction in amount received.



(b) If any law or any governmental or quasi-governmental rule, regulation, policy, guideline
or directive of any jurisdiction outside of the United States of America or any subdivision thereof
(whether or not having the force of law), imposes or deems applicable any reserve requirement
against or fee with respect to assets of, deposits with or for the account of, or credit extended
by, any Lender or any applicable Lending Installation, or any LC Issuer, and the result of the
foregoing is to increase the cost to such Lender or applicable Lending Installation or such LC
Issuer of making or maintaining its Eurocurrency Loans to, or of issuing or participating in
Facility LCs upon the request of, or of making or maintaining its Commitment to, any Borrower that
is not incorporated under the laws of the United States of America or a state thereof (each a
“Non-U.S. Borrower”) or to reduce the return received by such Lender or applicable Lending
Installation or such LC Issuer in connection with such Eurocurrency Loans to, Facility LCs applied
for by, or Commitment to any Non-U.S. Borrower, then, within 15 days of demand by such Lender, or
such LC Issuer, as the case may be, such Non-U.S. Borrower shall pay such Lender, or such LC
Issuer, as the case may be, such additional amount or amounts as will compensate it for such
increased cost or reduction in amount received, provided that such Non-U.S. Borrower shall not be
required to compensate any Lender for such non-U.S. reserve costs or fees to the extent that an
amount equal to such reserve costs or fees is received by such Lender as a result of the
calculation of the interest rate applicable to Eurocurrency Advances pursuant to clause (a)(ii) of
the definition of “Eurocurrency Rate.”



3.2 Changes in Capital Adequacy Regulations. If a Lender or LC Issuer determines the
amount of capital required or expected to be maintained by such Lender or such LC Issuer, any
Lending Installation of such Lender or such LC Issuer or any corporation controlling such Lender or
such LC Issuer is increased as a result of a Change (as hereinafter defined), then, within 15 days
of demand by such Lender or such LC Issuer, the Borrowers shall pay such Lender or such LC Issuer
the amount necessary to compensate for any shortfall in the rate of return on the portion of such
increased capital which such Lender or such LC Issuer determines is attributable to this Agreement,
its Outstanding Credit Exposure or its Commitment to make Loans and issue or participate in
Facility LCs, as the case may be, hereunder (after taking into account such Lender or such LC
Issuer’s policies as to capital adequacy). “Change” means (a) any change after the date of this
Agreement in the Risk-Based Capital Guidelines or (b) any adoption of or change in any other law,
governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or
directive (whether or not having the force of law) after the date of this Agreement which affects
the amount of capital required or expected to be maintained by any Lender or any LC Issuer or any
Lending Installation or any corporation controlling any Lender or any LC Issuer. “Risk-Based
Capital Guidelines” means (a) the risk-based capital guidelines in effect in the United States on
the date of this Agreement, including transition rules, and (b) the corresponding capital
regulations promulgated by regulatory authorities outside the United States implementing the July
1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled
“International Convergence of Capital Measurements and Capital Standards,” including transition
rules, and any amendments to such regulations adopted prior to the date of this Agreement.



3.3 Availability of Types of Advances. If any Lender determines that maintenance of
its Eurocurrency Loans at a suitable Lending Installation would violate any applicable law, rule,
regulation, or directive, whether or not having the force of law, or if the Required Lenders
determine that (a) deposits of a type, currency and maturity appropriate to match fund Eurocurrency
Advances are not available or (b) the interest rate applicable to Eurocurrency Advances does not
accurately reflect the cost of making or maintaining Eurocurrency Advances, then the Administrative
Agent shall suspend the availability of Eurocurrency Advances and require any affected Eurocurrency
Advances to be repaid or converted to Floating Rate Advances, subject to the payment of any funding
indemnification amounts required by Section 3.4. If the Administrative Agent suspends the
availability of Eurocurrency Advances under this Section 3.3, the availability of Eurocurrency
Advances shall be reinstated upon, as applicable (i) the replacement of the Lender (or Lenders)
which determined that maintenance of its Eurocurrency Loans at a suitable Lending Installation
would violate any applicable law, rule, regulation, or directive, or (ii) the Required Lenders
determine that (A) deposits of a type, currency and maturity appropriate to match fund Eurocurrency
Advances are once again available or (B) the interest rate applicable to Eurocurrency Advances once
again accurately reflects the cost of making or maintaining Eurocurrency Advances.



3.4 Funding Indemnification. If any payment of a Eurocurrency Advance occurs on a
date which is not the last day of the applicable Interest Period, whether because of acceleration,
prepayment or otherwise, or a Eurocurrency Advance or prepayment of a Eurocurrency Advance is not
made on the date specified by the applicable Borrower for any reason other than default by the
Lenders, each of the Borrowers will indemnify each Lender for any loss or cost incurred by it
resulting therefrom, including, without limitation, any actual loss or cost in liquidating or
employing deposits acquired to fund or maintain such Eurocurrency Advance.



3.5 Taxes. (a) All payments by the Borrowers to or for the account of any Lender,
any LC Issuer, or the Administrative Agent hereunder or under any Note or LC Application shall be
made free and clear of and without deduction for any and all Taxes. If any Borrower shall be
required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Lender,
any LC Issuer or the Administrative Agent, (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 3.5) such Lender, such LC Issuer or the Administrative Agent (as the
case may be) receives an amount equal to the sum it would have received had no such deductions been
made, (ii) such Borrower shall make such deductions, (iii) such Borrower shall pay the full amount
deducted to the relevant authority in accordance with applicable law and (iv) such Borrower shall
furnish to the Administrative Agent the original copy of a receipt evidencing payment thereof
within 30 days after such payment is made. Each Lender, or each LC Issuer, as applicable agrees to
use reasonable efforts to obtain the benefit of any tax or other credit or allowance which may be
available to it as a consequence of any such deduction made by a Borrower in accordance herewith
and will pay to such Borrower an amount equal to all or such portion of the net benefit actually
received by such Lender (or such LC Issuer) as it reasonably allocate to this Agreement.
Notwithstanding the foregoing, a Lender (or a LC Issuer) shall not be required to apply for any tax
credit or allowance or to make a payment to a Borrower under this Section 3.5(a) if such Lender (or
such LC Issuer) determines in good faith that to do so would be prejudicial to its own interests.
Should it later develop because of loss carrybacks, tax credit carrybacks, or otherwise that a
Lender or a LC Issuer in fact did not receive the net benefits so paid to such Borrower, such
Borrower shall promptly reimburse such Lender or such LC Issuer for the amount by which the payment
theretofore made to any Borrower exceeds the net benefit actually so received and reasonably
allocated to this Agreement by such Lender or such LC Issuer, as reasonably determined in good
faith by such Lender or such LC Issuer.



(b) In addition, each Borrower hereby agrees to pay any present or future stamp or documentary
taxes and any other excise or property taxes, charges or similar levies which arise from any
payment made hereunder or under any Note or Facility LC Application or from the execution or
delivery of, or otherwise with respect to, this Agreement or any Note or Facility LC Application
(“Other Taxes”).



(c) Each Borrower hereby agrees to indemnify the Administrative Agent, each Lender, and each
LC Issuer for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or
Other Taxes imposed on amounts payable under this Section 3.5) paid by the Administrative Agent,
such Lender, or such LC Issuer and any liability (including penalties, interest and expenses)
arising therefrom or with respect thereto. Payments due under this indemnification shall be made
within 30 days of the date the Administrative Agent, such Lender, or such LC Issuer makes demand
therefor pursuant to Section 3.6.



(d) Each Lender that is not incorporated under the laws of the United States of America or a
state thereof (each a “Non-U.S. Lender”) agrees that it will, not more than ten Business Days after
the date of this Agreement, (i) deliver to each of the Borrowers and the Administrative Agent two
duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI, certifying
in either case that such Lender is entitled to receive payments under this Agreement without
deduction or withholding of any United States federal income taxes, and (ii) deliver to each of the
Borrowers and the Administrative Agent a United States Internal Revenue Form W-8 or W-9, as the
case may be, and certify that it is entitled to an exemption from United States backup withholding
tax. Each Non-U.S. Lender further undertakes to deliver to each of the Borrowers and the
Administrative Agent (A) renewals or additional copies of such form (or any successor form) on or
before the date that such form expires or becomes obsolete, and (B) after the occurrence of any
event requiring a change in the most recent forms so delivered by it, such additional forms or
amendments thereto as may be reasonably requested by any Borrower or the Administrative Agent. All
forms or amendments described in the preceding sentence shall certify that such Lender is entitled
to receive payments under this Agreement without deduction or withholding of any United States
federal income taxes, unless an event (including without limitation any change in treaty, law or
regulation) has occurred prior to the date on which any such delivery would otherwise be required
which renders all such forms inapplicable or which would prevent such Lender from duly completing
and delivering any such form or amendment with respect to it and such Lender advises the Borrowers
and the Administrative Agent that it is not capable of receiving payments without any deduction or
withholding of United States federal income tax.



(e) For any period during which a Non-U.S. Lender has failed to provide the Borrowers with an
appropriate form pursuant to clause (d), above (unless such failure is due to a change in treaty,
law or regulation, or any change in the interpretation or administration thereof by any
governmental authority, occurring subsequent to the date on which a form originally was required to
be provided), such Non-U.S. Lender shall not be entitled to indemnification under this Section 3.5
with respect to Taxes imposed by the United States; provided that, should a Non-U.S. Lender which
is otherwise exempt from or subject to a reduced rate of withholding tax become subject to Taxes
because of its failure to deliver a form required under clause (iv), above, the Borrowers shall
take such steps as such Non-U.S. Lender shall reasonably request to assist such Non-U.S. Lender to
recover such Taxes.



(f) Any Lender or any LC Issuer entitled to an exemption from or reduction of withholding tax
with respect to payments under this Agreement or any Note or LC Application pursuant to the law of
any relevant jurisdiction or any treaty shall deliver to the Borrowers (with a copy to the
Administrative Agent), at the time or times prescribed by applicable law, such properly completed
and executed documentation prescribed by applicable law as will permit such payments to be made
without withholding or at a reduced rate.



(g) If the U.S. Internal Revenue Service or any other governmental authority of the United
States or any other country or any political subdivision thereof asserts a claim that the
Administrative Agent did not properly withhold tax from amounts paid to or for the account of any
Lender (because the appropriate form was not delivered or properly completed, because such Lender
failed to notify the Administrative Agent of a change in circumstances which rendered its exemption
from withholding ineffective, or for any other reason), such Lender shall indemnify the
Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative
Agent as tax, withholding therefor, or otherwise, including penalties and interest, and including
taxes imposed by any jurisdiction on amounts payable to the Administrative Agent under this
subsection, together with all costs and expenses related thereto (including attorneys fees and time
charges of attorneys for the Administrative Agent, which attorneys may be employees of the
Administrative Agent). The obligations of the Lenders under this Section 3.5(g) shall survive the
payment of the Obligations and termination of this Agreement.



3.6 Lender Statements; Survival of Indemnity. To the extent reasonably possible, each
Lender shall designate an alternate Lending Installation with respect to its Eurocurrency Loans to
reduce any liability of any Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the
unavailability of Eurocurrency Advances under Section 3.3, so long as such designation is not, in
the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written
statement of such Lender to the Borrowers (with a copy to the Administrative Agent) as to the
amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set out in
reasonable detail the calculations upon which such Lender determined such amount and shall be
final, conclusive and binding on the Borrowers in the absence of manifest error. Determination of
amounts payable under such Sections in connection with a Eurocurrency Loan shall be calculated as
though each Lender funded its Eurocurrency Loan through the purchase of a deposit of the type,
currency and maturity corresponding to the deposit used as a reference in determining the
Eurocurrency Rate applicable to such Loan, whether in fact that is the case or not. Unless
otherwise provided herein, the amount specified in the written statement of any Lender shall be
payable on demand after receipt by the Borrowers of such written statement. The obligations of
each of the Borrowers under Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment of the Obligations
and termination of this Agreement.



ARTICLE IV




CONDITIONS PRECEDENT




4.1 Initial Credit Extensions. The Lenders shall not be required to make the initial
Credit Extensions hereunder unless, prior to or concurrently with the making of such initial Credit
Extensions, the following conditions precedent have been satisfied:




4.1.1 Closing Documents. The Administrative Agent shall have received on or
before the Closing Date the following, each dated such date (unless otherwise specified) and
duly executed by the respective party or parties thereto, in form and substance satisfactory
to the Administrative Agent and the Lenders, and (except for the Notes) with sufficient
copies for the Administrative Agent and each Lender:



(a) Copies of the Parent’s (i) certificate of incorporation, together with all amendments, and
a certificate of good standing, each certified by the appropriate governmental officer in its
jurisdiction of incorporation, (ii) bylaws, certified by the Secretary or Assistant Secretary of
the Parent, (iii) Board of Directors’ resolutions and of resolutions or actions of any other body
authorizing the execution of the Loan Documents to which the Parent is a party, (iv) an incumbency
certificate, executed by the Secretary or Assistant Secretary of the Parent, which shall identify
by name and title and bear the signatures of the Authorized Officers and any other officers of the
Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate
the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in
writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act
or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as
required by Section 326 of the USA Patriot Act.



(b) Copies of each Borrowing Subsidiary’s (i) organizational documents, together with all
amendments, and a certificate of good standing (if applicable), each certified by the appropriate
governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary,
Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii)
resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing
Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant
Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall
identify by name and title and bear the signatures of the Authorized Officers and any other
officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such
Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders
shall be entitled to rely until informed of any change in writing by the applicable Borrowing
Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed
necessary for the Administrative Agent or any Lender to verify the identity of Borrowing Subsidiary
as required by Section 326 of the USA Patriot Act.



(c) A certificate, signed by the chief financial officer of the Parent, stating that on the
Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the
representations and warranties set out in Article V of this Agreement is true and correct on and as
of the Closing Date, (iii) there has occurred no material adverse change in the consolidated
financial condition of the Parent from that reflected in the Parent’s consolidated financial
statements as of December 31, 2004, and (iv) since December 31, 2004, there has been no change in
the business, Property, prospects, condition (financial or otherwise) or results of operations of
the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse
Effect.



(d) A written opinion of the general counsel of the Parent, addressed to the Administrative
Agent and the Lenders in substantially the form of Exhibit A-1.



(e) A written opinion of the outside counsel to the Parent and the Borrowing Subsidiaries,
addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2.



(f) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such
requesting Lender.



(g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to
the Administrative Agent and signed by an Authorized Officer, together with such other related
money transfer authorizations as the Administrative Agent may have reasonably requested.



(h) This Agreement, and all its attached Exhibits and Schedules.



(i) The Guaranty.



(j) If the initial Credit Extension will be the issuance of a Facility LC, a properly
completed Facility LC Application.



(k) Such other documents as any Lender or its counsel may have reasonably requested.




4.1.2 Fees.



(a) All fees, costs, and expenses of JPMorgan and its affiliates (including, without
limitation, legal fees and expenses of counsel to the Administrative Agent) to be paid on the
Closing Date shall have been paid, or arrangements acceptable to JPMorgan shall have been made for
the payment thereof.



(b) The Parent shall have paid to the Administrative Agent and the Arranger, for their
respective accounts, the fees agreed to pursuant to the terms of that certain letter agreement
dated September 12, 2005, among the Parent, the Administrative Agent and the Arranger, or as
otherwise agreed from time to time.



4.2 Each Credit Extension. The Lenders shall not (except as otherwise set out in
Section 2.5.1 and Section 2.5.2 with respect to Revolving Loans for the purpose of repaying Swing
Line Loans) be required to make any Credit Extension unless on the applicable Credit Extension
Date:



(a) There exists no Default or Unmatured Default.



(b) The representations and warranties contained in Article V are true and correct as of such
Credit Extension Date except to the extent any such representation or warranty is stated to relate
solely to an earlier date, in which case such representation or warranty shall have been true and
correct on and as of such earlier date.



With respect to any Borrower that is not a Material Subsidiary, the Lenders shall not (except
as otherwise set out in Section 2.5.1 and Section 2.5.2 with respect to Revolving Loans for the
purpose of repaying Swing Line Loans) be required to make any Credit Extension with respect to such
Borrower if, on the applicable Credit Extension Date, a Default or Unmatured Default would exist if
such Borrower were a Material Subsidiary; provided that any such circumstance that would not
otherwise constitute a Default or Unmatured Default under this Agreement shall not be deemed to be
a Default or Unmatured Default or affect the Lenders’ Commitment to make Credit Extensions to the
other Borrowers under this Agreement solely as a result of this paragraph.



Each Borrowing Notice, Swing Line Borrowing Notice, or request for issuance of a Facility LC,
as the case may be, with respect to each such Credit Extension shall constitute a representation
and warranty by the Borrowers that the conditions contained in the preceding paragraph and Sections
4.2(a) and (b) have been satisfied. As a condition to making a Credit Extension, the
Administrative Agent may require the applicable Borrower to deliver a certificate from an
Authorized Officer of the Parent, certifying that such officer (a) has reviewed the terms of this
Agreement and (b) has no knowledge of the existence of any condition or event which constitutes (or
would constitute, if the applicable Borrower were a Material Subisidary) a Default or Unmatured
Default as of the date of such certificate.



ARTICLE V




REPRESENTATIONS AND WARRANTIES




The Borrowers represent and warrant to the Lenders that:



5.1 Existence and Standing. Each of the Borrowers is a corporation, partnership or
limited liability company duly and properly incorporated or organized, as the case may be, validly
existing and (to the extent such concept applies to such entity) in good standing under the laws of
its jurisdiction of incorporation or organization and has all requisite authority to conduct its
business in each jurisdiction in which its business is conducted. Each of the Borrowers and each
of the Subsidiaries is duly qualified and in good standing (to the extent applicable) as a foreign
corporation or other business entity and is duly authorized to conduct its business in each
jurisdiction in which its business is conducted or proposed to be conducted except where the
failure to qualify may not reasonably be expected to have a Material Adverse Effect.



5.2 Authorization and Validity. Each of the Borrowers has the power and authority and
legal right to execute and deliver the Loan Documents to which it is a party and to perform its
obligations thereunder. The execution and delivery by the Borrowers of the Loan Documents to which
it is a party and the performance of its obligations thereunder have been duly authorized by proper
corporate proceedings, and the Loan Documents to which each of the Borrowers is a party constitute
legal, valid and binding obligations of each of the Borrowers enforceable against each of such
Borrowers in accordance with their terms, except as enforceability may be limited by bankruptcy,
insolvency or similar laws affecting the enforcement of creditors’ rights generally.



5.3 No Conflict; Government Consent. Neither the execution and delivery by each of
the Borrowers of the Loan Documents to which it is a party, nor the consummation of the
transactions therein contemplated, nor compliance with the provisions thereof will violate (a) any
law, rule, regulation, order, writ, judgment, injunction, decree or award binding on any Borrower
or any of their respective Subsidiaries or (b) any Borrower’s or any of their Subsidiaries’
articles or certificate of incorporation, partnership agreement, certificate of partnership,
articles or certificate of organization, by-laws, or operating or other management agreement, as
the case may be, or (c) the provisions of any indenture, instrument or agreement to which any of
the Borrowers or any of their respective Subsidiaries is a party or is subject, or by which it, or
its Property, is bound, or conflict with or constitute a default thereunder, or result in, or
require, the creation or imposition of any Lien in, of or on the Property of any Borrower or a
Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order,
consent, adjudication, approval, license, authorization, or validation of, or filing, recording or
registration with, or exemption by, or other action in respect of any governmental or public body
or authority, or any subdivision thereof, which has not been obtained by the Borrowers or any of
their Subsidiaries, is required to be obtained by any Borrower or any of their Subsidiaries in
connection with the execution and delivery of the Loan Documents, the borrowings under this
Agreement, the payment and performance by the Borrowers of the Obligations or the legality,
validity, binding effect or enforceability of any of the Loan Documents.



5.4 Financial Statements. The December 31, 2004 consolidated financial statements of
the Parent and its Subsidiaries heretofore delivered to the Lenders were prepared in accordance
with generally accepted accounting principles in effect on the date such statements were prepared
and fairly present the consolidated financial condition and operations of the Parent and its
Subsidiaries at such date and the consolidated results of their operations for the period then
ended.



5.5 Taxes. The Parent and its Subsidiaries have filed all United States federal tax
returns and all other tax returns which are required to be filed and have paid all taxes due
pursuant to said returns or pursuant to any assessment received by the Parent or any of its
Subsidiaries, except such taxes, if any, as are being contested in good faith and as to which
adequate reserves have been provided in accordance with Agreement Accounting Principles and as to
which no Lien exists. The United States income tax returns of the Parent and its Subsidiaries have
been audited by the Internal Revenue Service (or the applicable statute of limitations has expired)
through the years ending December 31, 1999. No tax liens have been filed and no claims are being
asserted with respect to any such taxes. The charges, accruals and reserves on the books of the
Parent and its Subsidiaries in respect of any taxes or other governmental charges are adequate.



5.6 Litigation and Contingent Obligations. There is no litigation, arbitration,
governmental investigation, proceeding or inquiry pending or, to the knowledge of any of their
officers, threatened against or affecting the Parent or any of its Subsidiaries which could
reasonably be expected to have a Material Adverse Effect or which seeks to prevent, enjoin or delay
the making of any Credit Extensions. Other than any liability incident to any litigation,
arbitration or proceeding which could not reasonably be expected to have a Material Adverse Effect,
the Parent has no material contingent obligations not provided for or disclosed in the financial
statements referred to in Section 5.4.



5.7 Subsidiaries. Schedule 1 contains an accurate list of all Subsidiaries of the
Parent as of the date of this Agreement, setting forth their respective jurisdictions of
organization and the percentage of their respective capital stock or other ownership interests
owned by the Parent or other Subsidiaries. Each Borrowing Subsidiary is a Wholly-Owned Subsidiary,
all of the issued and outstanding shares of capital stock of which is owned by the Parent or one of
its Wholly-Owned Subsidiaries. All of the issued and outstanding shares of capital stock of each
Subsidiary or other ownership interests of such Subsidiaries have been (to the extent such concepts
are relevant with respect to such ownership interests) duly authorized and issued and are fully
paid and non-assessable, and are free and clear of all Liens. No authorized but unissued or
treasury shares of capital stock of any Subsidiary are subject to any option, warrant, right to
call, or commitment of any kind or character. Except as set out on Schedule 1, no Subsidiary has
any outstanding stock or securities convertible into or exchangeable for any shares of its capital
stock, or any right issued to any Person (either preemptive or other) to subscribe for or to
purchase, or any options for the purchase of, or any agreements providing for the issuance
(contingent or otherwise) of, or any calls, commitments, or claims of any character relating to any
of its capital stock or any stock or securities convertible into or exchangeable for any of its
capital stock other than as expressly set out in the certificate or articles of incorporation or
other charter document of the Parent or such Subsidiary.



5.8 ERISA. The Unfunded Liabilities of all Single Employer Plans do not in the
aggregate exceed $50,000,000. Neither the Parent nor any other member of the Controlled Group has
incurred, or is reasonably expected by the Parent to incur, any withdrawal liability to
Multiemployer Plans. Each Plan complies in all material respects with all applicable requirements
of law and regulations, no material Reportable Event has occurred with respect to any Plan, neither
the Parent nor any other member of the Controlled Group has withdrawn from any Multiemployer Plan
or initiated steps to do so, and no steps have been taken to reorganize or terminate any Single
Employer Plan.



5.9 Accuracy of Information. No information, exhibit or report furnished by the
Parent or any of its Subsidiaries to the Administrative Agent or to any Lender in connection with
the negotiation of, or compliance with, the Loan Documents contained any material misstatement of
fact or omitted to state a material fact or any fact necessary to make the statements contained
therein not misleading.



5.10 Regulation U. Margin stock (as defined in Regulation U) constitutes less than
25% of the value of those assets of the Parent and its Subsidiaries which are subject to any
limitation on sale, pledge, or other restriction hereunder.



5.11 Material Agreements. Neither the Parent nor any Subsidiary is a party to any
agreement or instrument or subject to any charter or other corporate restriction which could
reasonably be expected to have a Material Adverse Effect. Neither the Parent nor any Subsidiary is
in default in the performance, observance or fulfillment of any of the obligations, covenants or
conditions contained in (a) any agreement to which it is a party, which default could reasonably be
expected to have a Material Adverse Effect or (b) any agreement or instrument evidencing or
governing Material Indebtedness.



5.12 Compliance With Laws. The Parent and its Subsidiaries have complied with all
applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign
government or any instrumentality or agency thereof having jurisdiction over the conduct of their
respective businesses or the ownership of their respective Property except for any failure to
comply with any of the foregoing which could not reasonably be expected to have a Material Adverse
Effect.



5.13 Ownership of Properties. The Parent and its Subsidiaries have good title, free
of all Liens other than those permitted by Section 6.15, to all of the Property and assets
reflected in the Parent’s most recent consolidated financial statements provided to the
Administrative Agent as owned by the Parent and its Subsidiaries.



5.14 Plan Assets; Prohibited Transactions. None of the Borrowers is an entity deemed
to hold “plan assets” within the meaning of 29 C.F.R. § 2510.3-101 of an employee benefit plan (as
defined in Section 3(3) of ERISA) which is subject to Title I of ERISA or any plan (within the
meaning of Section 4975 of the Code), and neither the execution of this Agreement nor the making of
Credit Extensions hereunder gives rise to a prohibited transaction within the meaning of Section
406 of ERISA or Section 4975 of the Code.



5.15 Environmental Matters. In the ordinary course of its business, the officers of
the Parent consider the effect of Environmental Laws on the business of the Parent and its
Subsidiaries, in the course of which they identify and evaluate potential risks and liabilities
accruing to the Parent and its Subsidiaries due to Environmental Laws. On the basis of this
consideration, the Parent has concluded that Environmental Laws cannot reasonably be expected to
have a Material Adverse Effect. None of the Parent or any of its Subsidiaries has received any
notice to the effect that its operations are not in material compliance with any of the
requirements of applicable Environmental Laws or are the subject of any federal or state
investigation evaluating whether any remedial action is needed to respond to a release of any toxic
or hazardous waste or substance into the environment, which non-compliance or remedial action is
reasonably expected by the Parent to have a Material Adverse Effect.



5.16 Investment Company Act. None of the Parent or any of its Subsidiaries is an
“investment company” or a company “controlled” by an “investment company”, within the meaning of
the Investment Company Act of 1940, as amended.



5.17 Public Utility Holding Company Act. None of the Parent or any of its
Subsidiaries is a “holding company” or a “subsidiary company” of a “holding company”, or an
“affiliate” of a “holding company” or of a “subsidiary company” of a “holding company”, within the
meaning of the Public Utility Holding Company Act of 1935, as amended.



5.18 Reportable Transaction. The Borrowers do not intend to treat the Advances and related
transactions as being a “reportable transaction” (within the meaning of Treasury Regulation Section
1.6011-4). In the event the Borrowers determine to take any action inconsistent with such
intention, it will promptly notify the Administrative Agent of such intent.



5.19 Foreign Assets Control Regulations, etc.. (a) Neither any Facility LC
nor any part of the proceeds of the Loans will violate the Trading with the Enemy Act, as amended,
or any of the foreign assets control regulations of the United States Treasury Department (31 CFR,
Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto.



(b) Neither the Parent nor any of its Subsidiaries (i) is, or will become, a Person described
or designated in the Specially Designated Nationals and Blocked Persons List of the Office of
Foreign Assets Control or in Section 1 of the Anti-Terrorism Order or (ii) engages or will engage
in any dealings or transactions, or is or will be otherwise associated, with any such Person. The
Parent and its Subsidiaries are in compliance, in all material respects, with the USA Patriot Act.



(c) Neither any Facility LC nor any part of the proceeds of the Loans will be used, directly
or indirectly, for any payments to any governmental official or employee, political party, official
of a political party, candidate for political office, or anyone else acting in an official
capacity, in order to obtain, retain or direct business or obtain any improper advantage, in
violation of the United States Foreign Corrupt Practices Act of 1977, as amended, assuming in all
cases that such act applies to the Parent and its Subsidiaries.



5.20 Obligations Pari Passu. The obligations of each Borrower arising under this
Agreement and the Loan Documents rank pari passu and equal in right of payment with all of the
other Indebtedness of each Borrower, which is not by its terms secured by any assets of each
Borrower and its Subsidiaries, and which is not subordinate in right of payment to any other
Indebtedness of such Borrower or its Subsidiaries.



ARTICLE VI




COVENANTS




During the term of this Agreement, unless the Required Lenders shall otherwise consent in
writing:



6.1 Financial Reporting. The Parent will maintain, for itself and each Subsidiary, a
system of accounting established and administered in accordance with generally accepted accounting
principles, and furnish to the Lenders:



(a) On or before the earlier of (i) 90 days after the close of each of its fiscal years and
(ii) the date on which filing such report with the SEC is required (taking into account any
extensions granted by the SEC), an unqualified audit report certified by Ernst & Young, L.L.P., or
any other independent certified public accountants reasonably acceptable to the Lenders, prepared
in accordance with Agreement Accounting Principles on a consolidated basis for itself and its
Subsidiaries, including a balance sheet as of the end of such period, related profit and loss and
statement of change of shareholders’ equity, and a statement of cash flows, accompanied by a
certificate of said accountants that, in the course of their examination necessary for their
certification of the foregoing, they have obtained no knowledge of any Default or Unmatured
Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist,
stating the nature and status thereof; provided that, if any financial statement referred to in
this Section 6.1(a) is readily available on-line through EDGAR as of the date on which such
financial statement is required to be delivered hereunder and Parent shall have notified the
Lenders in its Compliance Certificate that such financial statement is so available, Parent shall
not be obligated to furnish copies of such financial statements. The 90-day period referenced
above shall be extended for up to 15 days for any fiscal year as to which the Parent has received
an extension from the SEC for the filing of its annual report on SEC Form 10K.



(b) On or before the earlier of (i) 45 days after the close of the first three quarterly
periods of each of its fiscal years and (ii) the date on which filing such report with the SEC is
required (taking into account any extensions granted by the SEC), for itself and its Subsidiaries,
a consolidated unaudited balance sheet as at the close of each such period and consolidated profit
and loss and statement of change of shareholders’ equity and a statement of cash flows for the
period from the beginning of such fiscal year to the end of such quarter, all certified by an
Authorized Officer of the Parent; provided that, if any financial statement referred to in this
Section 6.1(b) is readily available on-line through EDGAR as of the date on which such financial
statement is required to be delivered hereunder and Parent shall have notified the Lenders in its
Compliance Certificate that such financial statement is so available, Parent shall not be obligated
to furnish copies of such financial statements. The 45-day period referenced above shall be
extended for up to 15 days for any fiscal quarter as to which the Parent has received an extension
from the SEC for the filing of its quarterly report on SEC Form 10Q.



(c) Together with the financial statements required under Sections 6.1(a) and (b), a
Compliance Certificate signed by an Authorized Officer of the Parent showing the calculations
necessary to determine compliance with this Agreement and stating that no Default or Unmatured
Default exists, or if any Default or Unmatured Default exists, stating the nature and status
thereof.



(d) As soon as possible and in any event (i) within 30 days after the Parent knows that any
Termination Event described in clause (a) of the definition of Termination Event with respect to
any Plan has occurred, and (ii) within 10 Business Days after the Parent knows that any other
Termination Event with respect to any Plan has occurred, a statement, signed by an Authorized
Officer of the Parent, describing such Termination Event and the action which the Parent proposes
to take with respect thereto.



(e) As soon as possible and in any event within 30 days after receipt by the Parent, a copy of
(i) any notice or claim to the effect that the Parent or any of its Subsidiaries is or may be
liable to any Person as a result of the release by the Parent, any of its Subsidiaries, or any
other Person of any toxic or hazardous waste or substance into the environment, and (ii) any notice
alleging any violation of any federal, state or local environmental, health or safety law or
regulation by the Parent or any of its Subsidiaries, which, in either case, could reasonably be
expected to exceed $5,000,000.



(f) Promptly upon the furnishing thereof to the shareholders of the Parent, copies of all
financial statements, reports and proxy statements so furnished.



(g) Promptly upon the filing thereof, copies of all registration statements and annual,
quarterly, monthly or other regular reports which the Parent or any of its Subsidiaries files with
the Securities and Exchange Commission, provided that, if such registration statements and reports
are readily available on-line through EDGAR and Parent shall have notified the Lenders in writing
that such registration statements or reports are so available, Parent shall not be obligated to
furnish copies of such documents.



(h) Such other information (including non-financial information) as the Administrative Agent
or any Lender may from time to time reasonably request, including, without limitation, information
requested in order for the Administrative Agent or any Lender to comply with the USA Patriot Act.



6.2 Use of Proceeds. The Parent will, and will cause each Subsidiary to, use the
proceeds of the Credit Extensions for working capital, acquisitions and other general corporate
purposes. Each Borrower will not, nor will it permit any Subsidiary to, use any of the proceeds of
the Advances to purchase or carry any “margin stock” (as defined in Regulation U).



6.3 Notice of Default. The Parent will, and will cause each Subsidiary to, give
prompt notice in writing to the Lenders of the occurrence of any Default or Unmatured Default and
of any other development, financial or otherwise, which could reasonably be expected to have a
Material Adverse Effect.



6.4 Conduct of Business. The Parent will, and will cause each Subsidiary to, continue
to operate its core business in the oil field service industry and in other reasonably related
industries and carry on and conduct its business in substantially the same manner as it is
presently conducted and do all things necessary to remain duly incorporated or organized, validly
existing and (to the extent such concept applies to such entity) in good standing as a corporation,
partnership or limited liability company in its jurisdiction of incorporation or organization, as
the case may be, and maintain all requisite authority to conduct its business in each jurisdiction
in which its business is conducted where the failure to so maintain its authority could reasonably
be expected to cause a Material Adverse Effect; provided that Subsidiaries may enter into mergers
permitted by Section 6.12 and may (other than in the case of Borrowing Subsidiaries) be liquidated
if such liquidation may not reasonably be expected to have a Material Adverse Effect.



6.5 Taxes. The Parent will, and will cause each Subsidiary to, timely file complete
and correct United States federal and applicable foreign, state and local tax returns required by
law and pay when due all taxes, assessments and governmental charges and levies upon it or its
income, profits or Property, except those which are being contested in good faith by appropriate
proceedings and with respect to which adequate reserves have been set aside in accordance with
Agreement Accounting Principles.



6.6 Insurance. The Parent will, and will cause each Subsidiary to, maintain with
financially sound and reputable insurance companies insurance on all their Property in such amounts
and covering such risks as is consistent with sound business practice, and the Parent will furnish
to any Lender upon request a summary of the insurance carried.



6.7 Compliance with Laws. The Parent will, and will cause each Subsidiary to, comply
with all laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to
which it may be subject including, without limitation, all Environmental Laws, the failure to
comply with which could reasonably be expected to have a Material Adverse Effect or for which the
compliance is being contested in good faith by appropriate proceedings.



6.8 Maintenance of Properties. The Parent will, and will cause each Subsidiary to, do
all things necessary to maintain, preserve, protect and keep its Property in good repair, working
order and condition, and make all necessary and proper repairs, renewals and replacements so that
its business carried on in connection therewith may be properly conducted at all times.



6.9 Inspection. The Parent will, and will cause each Subsidiary to, permit the
Administrative Agent, by its representatives and agents, to inspect any of the Property, books and
financial records of the Parent and each Subsidiary, to examine and make copies of the books of
accounts and other financial records of the Parent and each Subsidiary, and to discuss the affairs,
finances and accounts of the Parent and each Subsidiary with, and to be advised as to the same by,
their respective officers at such reasonable times and intervals as the Administrative Agent may
designate The Administrative Agent shall give the Parent three (3) Business Days’ notice of each
such inspection, shall schedule such inspections during normal business hours, shall conduct the
inspection in a manner that does not unreasonably and materially interfere with the business
operations of the Parent and its Subsidiaries, and if no Default has occurred and is continuing,
shall conduct no more than one inspection during each calendar year. When no Default has occurred
and is continuing, any such inspection or examination shall be at the Administrative Agent’s cost
and expense. When a Default has occurred and is continuing, any such inspection or examination
shall be at the Parent’s cost and expense.



6.10 Capital Stock and Dividends. If a Default or Unmatured Default exists before or
after giving effect thereto, the Parent will not, nor will it permit any Subsidiary to, (a) issue
(except by a Subsidiary to the Parent or any Wholly-Owned Subsidiary) any preferred stock, other
capital stock or any equity securities of any kind, in each case, subject to sinking fund payments
or other mandatory redemptions or payments prior to the Facility Termination Date or (b) declare or
pay any dividends or make any distributions on its capital stock (other than dividends payable in
its own capital stock and dividends payable in cash to the Parent or a Wholly-Owned Subsidiary of
the Parent) or redeem, repurchase or otherwise acquire or retire any of its capital stock at any
time outstanding.



6.11 Indebtedness.



(a) The Parent will not, nor will it permit any Subsidiary to, create, incur or suffer to
exist any Indebtedness, except (i) the Obligations (including the Reimbursement Obligations), (ii)
Indebtedness which, in accordance with Agreement Accounting Principles is required to be shown on
the balance sheet of such Person (other than Indebtedness owed by one of the Parent’s Wholly-Owned
Subsidiaries to the Parent or to another Wholly-Owned Subsidiary), (iii) in an aggregate amount
outstanding at any time not in excess of $100,000,000 consisting of (A) Contingent Obligations in
respect of a Person other than the Parent or another Subsidiary and/or (B) Attributable Debt as
lessor or guarantor under Synthetic Leases or, without duplication, other Off-Balance Sheet
Liabilities, and (iv) Attributable Debt as seller, originator, or guarantor under accounts or notes
receivable financing or securitization programs in an aggregate amount outstanding at any time not
in excess of $150,000,000.



(b) Notwithstanding the foregoing, the Parent will not permit the Subsidiaries to create,
incur or suffer to exist any Indebtedness (exclusive of any Indebtedness in the form of the
Obligations and any Indebtedness owed to the Parent or to a Subsidiary) in an aggregate amount
outstanding at any time in excess of the greater of (i) $200,000,000 and (ii) 15% of Consolidated
Net Worth at such time; provided that, with respect to any Subsidiary acquired by the Parent (or by
any Subsidiary) after the date of this Agreement, for purposes of calculating compliance with this
Section 6.11(b), there shall be excluded from such calculation the amount of Indebtedness owed by
any such Subsidiary prior to its acquisition, other than any Indebtedness created in anticipation
of such acquisition, if the Parent provides to the Administrative Agent a balance sheet of such
acquired Subsidiary as of a recent date evidencing the amount of such Indebtedness. To satisfy the
foregoing requirement, any such balance sheet must be (A) audited by independent certified public
accountants reasonably acceptable to the Administrative Agent or (B) if the Parent provides to the
Administrative Agent the balance sheet of such acquired Subsidiary for the fiscal year of such
Subsidiary then most recently ended, but such year end balance sheet is either (1) audited by
independent certified public accountants not reasonably acceptable to the Administrative Agent or
(2) audited by independent certified public accountants reasonably acceptable to the Administrative
Agent, but not relating to a recent date as reasonably determined by the Administrative Agent, then
reviewed by independent certified public accountants reasonably acceptable to the Administrative
Agent.



6.12 Merger. The Parent will not, nor will it permit any Subsidiary to, merge or
consolidate with or into any other Person, except that (a) a Wholly-Owned Subsidiary may merge into
the Parent or any Wholly-Owned Subsidiary of the Parent and (b) the Parent or any Subsidiary may
merge or consolidate with any other Person, so long as immediately thereafter (and after giving
effect thereto), (i) no Default or Unmatured Default exists, (ii) in the case of a merger or a
consolidation involving the Parent, the Parent is the continuing or surviving corporation, and
(iii) in the case of a merger or a consolidation involving a Borrowing Subsidiary, if such
Subsidiary is not the continuing or surviving entity, then the continuing or surviving entity has
agreed in writing to assume the obligations of such Subsidiary under the Loan Documents.



6.13 Sale of Assets. The Parent will not, nor will it permit any Subsidiary to enter
into any Asset Disposition from on and after the date of this Agreement, except for Asset
Dispositions that in the aggregate do not constitute a Substantial Portion of the Property of the
Parent and the Subsidiaries. Notwithstanding the foregoing, the Parent (or its Subsidiaries) may
enter into and consummate an Asset Disposition that individually, or when aggregated with prior
Asset Dispositions made after the date of this Agreement, would constitute a Substantial Portion of
the Property of the Parent and its Subsidiaries if: (a) concurrently with its entering into such
Asset Disposition, the Parent gives notice of its intent to (i) use the net cash proceeds from such
Asset Disposition to replace the assets which are the subject of such disposition or (ii) otherwise
reinvest such net cash proceeds in capital assets, (b) such replacement or reinvestment is
completed within 180 days after the date the Parent (or its applicable Subsidiary) receives the net
cash proceeds from the applicable Asset Disposition, and (c) the net proceeds received from such
Asset Disposition equal or exceed (in the reasonable opinion of two Authorized Officers of the
Parent) the fair market value of the Property transferred.



6.14 Sale of Accounts. The Parent will not, nor will it permit any Subsidiary to,
sell or otherwise dispose of any notes receivable or accounts receivable arising in the ordinary
course of business on terms customary in the trade and which are due within 120 days after the
invoice date, with or without recourse, other than in connection with accounts or notes receivable
financing or securitization programs permitted under Section 6.11(a)(iv).



6.15 Liens. The Parent will not, nor will it permit any Subsidiary to, create, incur,
or suffer to exist any Lien in, of or on the Property of the Parent or any of its Subsidiaries,
except:



(a) Liens for taxes, assessments or governmental charges or levies on its Property if the same
shall not at the time be delinquent or thereafter can be paid without penalty, or are being
contested in good faith and by appropriate proceedings and for which adequate reserves in
accordance with Agreement Accounting Principles shall have been set aside on its books.



(b) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ liens and other
similar liens arising in the ordinary course of business which secure payment of obligations not
more than 60 days past due or which are being contested in good faith by appropriate proceedings
and for which adequate reserves shall have been set aside on its books.



(c) Liens arising out of pledges or deposits under worker’s compensation laws, unemployment
insurance, old age pensions, or other social security or retirement benefits, or similar
legislation.



(d) Utility easements, building restrictions and such other encumbrances or charges against
real property as are of a nature generally existing with respect to properties of a similar
character and which do not in any material way affect the marketability of the same or interfere
with the use thereof in the business of any Borrower or its Subsidiaries.



(e) Liens existing on the date hereof and described in Schedule 2.



(f) Liens other than those permitted by subsections (a) through (e) above securing
Indebtedness not at any time exceeding in the aggregate 10% of Consolidated Net Worth.



6.16 Affiliates. The Parent will not, and will not permit any Subsidiary to, enter
into any transaction (including, without limitation, the purchase or sale of any Property or
service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of
business and pursuant to the reasonable requirements of the Parent’s or such Subsidiary’s business
and upon fair and reasonable terms no less favorable to the Parent or such Subsidiary than any
Borrower or such Subsidiary would obtain in a comparable arms-length transaction.



6.17 Environmental Matters. The Parent will, and will cause each Subsidiary to, (a)
conduct its business so as to comply with all applicable material Environmental Laws and shall
promptly take corrective action to remedy any non-compliance with any applicable material
Environmental Law, except where failure to comply or take action could not reasonably be expected
to have a Material Adverse Effect and (b) establish and maintain a management system designed to
ensure compliance with applicable material Environmental Laws and minimize financial and other
risks to the Parent and each Subsidiary arising under applicable material Environmental Laws or as
the result of environmentally related injuries to Persons or Property. If the Administrative Agent
or any Lender at any time has a reasonable basis to believe that there may be a material violation
of any Environmental Law by the Parent or any of the Subsidiaries, or any material liability
arising thereunder or related to a Release of Hazardous Materials on any real property owned,
leased, or operated by any Borrower or any of the Subsidiaries or a Release on real property
adjacent to such real property, then the Parent shall, upon the request of the Administrative Agent
or such Lender, provide the Administrative Agent and each Lender with all such reports,
certificates, engineering studies, and other written material or data relating thereto as the
Administrative Agent or any Lender may reasonably require.



6.18 Restrictions on Subsidiary Payments. The Parent shall not, nor shall it permit
any Subsidiary to, enter into any indenture, agreement, instrument or other arrangement which,
directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or
imposes materially adverse conditions upon the ability of any Subsidiary to (a) pay dividends or
make other distributions on its capital stock, (b) make loans or advances to the Parent, or (c)
repay loans or advances from the Parent.



6.19 ERISA Compliance. With respect to any Plan, neither the Parent nor any
Subsidiary shall (a) incur any “accumulated funding deficiency” (as such term is defined in Section
302 of ERISA) in excess of $25,000,000, whether or not waived; (b) permit the occurrence of any
Termination Event which could result in a liability to any Borrower or any other member of the
Controlled Group in excess of $25,000,000; (c) become an “employer” (as such term is defined in
Section 3(5) of ERISA) required to contribute to any Multiemployer Plan or a “substantial employer”
(as such term in defined in Section 4001(a)(2) of ERISA) required to contribute to any
Multiemployer Plan under circumstances such that withdrawal from such Multiemployer Plan could
reasonably be expected to have a Material Adverse Effect or a material adverse effect on the Parent
or its ability to perform its obligations under this Agreement, the Guaranty or any other material
Loan Document; or (d) permit the establishment or amendment of any Plan or fail to comply with the
applicable provisions of ERISA and the Code with respect to any Plan, in each case, which could
result in liability to any Borrower or any other member of a Controlled Group which, individually
or in the aggregate, could reasonably be expected to have a Material Adverse Effect.



6.20 Total Debt to Total Capitalization Ratio. The Parent, on a consolidated basis
with the Subsidiaries, shall not permit the ratio of Total Debt to Total Capitalization to be
greater than 60% at any time.



ARTICLE VII




DEFAULTS




The occurrence of any one or more of the following events shall constitute a Default:



7.1 Any representation or warranty made or deemed made by or on behalf of the Parent or any
Material Subsidiary to the Lenders or the Administrative Agent under or in connection with this
Agreement, any Credit Extension, or any certificate or information delivered in connection with
this Agreement or any other Loan Document shall be materially false on the date as of which made.



7.2 Nonpayment of (a) principal of any Loan (other than a Swing Line Loan) when due, (b)
principal of any Swing Line Loan (i) within five Business Days of when due if the Aggregate
Commitments minus the Aggregate Outstanding Credit Exposure (the “Availability”) on the date such
principal payment is due is greater than or equal to the principal amount so due or (ii) when due
if the Availability is less than the principal amount so due, (c) nonpayment of interest upon any
Loan or of any Facility fee or usage fee, LC Fee, or other obligations under any of the Loan
Documents within five days after the same becomes due, or (d) nonpayment of any Reimbursement
Obligation within one Business Day after the same becomes due.



7.3 The breach by any of the Borrowers of any of the terms or provisions of Sections 6.2, 6.3,
6.10 through 6.20.



7.4 The breach by any of the Borrowers (other than a breach which constitutes a Default under
another Section of this Article VII) of any of the terms or provisions of this Agreement which is
not remedied within 30 days after written notice from the Administrative Agent or any Lender.



7.5 Failure of the Parent or any Material Subsidiary to pay when due any Indebtedness
aggregating in excess of $75,000,000 (“Material Indebtedness”); or the default by the Parent or any
Material Subsidiary in the performance (beyond the applicable grace period with respect thereto, if
any) of any term, provision or condition contained in any agreement under which any such Material
Indebtedness was created or is governed, or any other event shall occur or condition exist, the
effect of which default or event or condition is to cause, or to permit the holder or holders of
such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated
maturity; or any Material Indebtedness of the Parent or any Material Subsidiary shall be declared
to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled
payment) prior to the stated maturity thereof; or the Parent or any Material Subsidiary shall not
pay, or admit in writing its inability to pay, its debts generally as they become due.



7.6 The Parent or any Material Subsidiary shall (a) have an order for relief entered with
respect to it under the Federal bankruptcy laws (or comparable foreign laws) as now or hereafter in
effect, (b) make an assignment for the benefit of creditors, (c) apply for, seek, consent to, or
acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar
official for it or any Substantial Portion of its Property, (d) institute any proceeding seeking an
order for relief under the Federal bankruptcy laws (or comparable foreign laws) as now or hereafter
in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up,
liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any
law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an
answer or other pleading denying the material allegations of any such proceeding filed against it,
(e) take any corporate or partnership action to authorize or effect any of the foregoing actions
set out in this Section 7.6 or (f) fail to contest in good faith any appointment or proceeding
described in Section 7.7.



7.7 Without the application, approval or consent of the Parent or any Material Subsidiary a
receiver, trustee, examiner, liquidator or similar official shall be appointed for the Parent or
any Material Subsidiary or any Substantial Portion of its Property, or a proceeding described in
Section 7.6(d) shall be instituted against the Parent or any Material Subsidiary and such
appointment continues undischarged or such proceeding continues undismissed or unstayed for a
period of 60 consecutive days.



7.8 Any court, government or governmental agency shall condemn, seize or otherwise
appropriate, or take custody or control of, all or any portion of the Property of the Parent and
its Material Subsidiaries which, when taken together with all other Property of the Parent and its
Material Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during
the twelve-month period ending with the month in which any such action occurs, constitutes a
Substantial Portion.



7.9 The Parent or any Material Subsidiary shall fail within 30 days to pay, bond or otherwise
discharge one or more (a) judgments or orders for the payment of money in excess of $25,000,000 (or
multiple judgments or orders for the payment of an aggregate amount in excess of $50,000,000) (or
the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (b) nonmonetary
judgments or orders which, individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or
otherwise being appropriately contested in good faith.



7.10 The Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate
$50,000,000 or any Reportable Event that could reasonably be expected to have a Material Adverse
Effect shall occur in connection with any Plan.



7.11 The Parent or any other member of the Controlled Group shall have been notified by the
sponsor of a Multiemployer Plan that it has incurred withdrawal liability to such Multiemployer
Plan in an amount which, when aggregated with all other amounts required to be paid to
Multiemployer Plans by the Parent or any other member of the Controlled Group as withdrawal
liability (determined as of the date of such notification), exceeds $25,000,000 or requires
payments exceeding $10,000,000 per annum.



7.12 The Parent or any other member of the Controlled Group shall have been notified by the
sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being
terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or
termination the aggregate annual contributions of any Borrower and the other members of the
Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or
being terminated have been or will be increased over the amounts contributed to such Multiemployer
Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan
year in which the reorganization or termination occurs by an amount exceeding $25,000,000.



7.13 The Parent or any of its Subsidiaries shall (a) be the subject of any proceeding or
investigation pertaining to the release by the Borrower, any of its Subsidiaries or any other
Person of any toxic or hazardous waste or substance into the environment, or (b) violate any
Environmental Law, which, in the case of an event described in clause (a) or clause (b), could
reasonably be expected to have a Material Adverse Effect.



7.14 Any Change in Control shall occur.



7.15 The occurrence of any “default” under any Loan Document (other than this Agreement) or
the breach of any of the terms or provisions of any Loan Document (other than this Agreement),
which default or breach continues beyond any period of grace therein provided.



7.16 The Guaranty shall fail to remain in full force or effect or any action shall be taken to
discontinue or to assert the invalidity or unenforceability of the Guaranty, or the Parent shall
fail to comply with any of the material terms or provisions of the Guaranty to which it is a party,
or the Guarantor shall deny that it has any further liability under the Guaranty, or shall give
notice to such effect.



ARTICLE VIII




ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES




8.1 Acceleration; Facility LC Collateral Account. (a) If any Default described in
Section 7.6 or Section 7.7 occurs with respect to any Borrower, the obligations of the Lenders to
make Loans hereunder and the obligation and power of the LC Issuers to issue Facility LCs shall
automatically terminate and the Obligations shall immediately become due and payable without any
election or action on the part of the Administrative Agent, any LC Issuer, or any Lender and the
Borrowers will be and become thereby unconditionally obligated, without any further notice, act or
demand, to pay to the Administrative Agent an amount determined as set forth below in immediately
available funds, which funds shall be held in the Facility LC Collateral Account. The
Administrative Agent shall determine the difference of (i) the amount of LC Obligations at such
time (other than LC Obligations with respect to Bank Guaranties), less (ii) the amount on deposit
in the Facility LC Collateral Account at such time which is free and clear of all rights and claims
of third parties and has not been applied against the Obligations (such difference, the “Collateral
Shortfall Amount”). The Borrowers will pay to the Administrative Agent, for deposit in the
Facility LC Collateral Account, either (y) the Collateral Shortfall Amount in the applicable Agreed
Currency or Currencies or (z) an amount equal to 110% of the Dollar Amount of the Collateral
Shortfall Amount (calculated as of the applicable Computation Date) in Dollars, as elected by the
Parent. If any Default other than a Default under Section 7.6 or Section 7.7 exists, the Required
Lenders (or the Administrative Agent with the consent of the Required Lenders) may (A) terminate or
suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the
LC Issuers to issue Facility LCs, or declare the Obligations to be due and payable, or both,
whereupon the Obligations shall become immediately due and payable, without presentment, demand,
protest or notice of any kind, all of which each of the Borrowers hereby expressly waives, and (B)
upon notice to the Borrowers and in addition to the continuing right to demand payment of all
amounts payable under this Agreement, make demand on the Borrowers to pay, and the Borrowers will,
forthwith upon demand (and without any further notice or act), pay to the Administrative Agent
either (y) the Collateral Shortfall Amount in the applicable Agreed Currency or Currencies or (z)
an amount equal to 110% of the Dollar Amount of the Collateral Shortfall Amount (calculated as of
the applicable Computation Date) in Dollars, as elected by the Parent, which funds shall be
deposited in the Facility LC Collateral Account.



(b) If at any time while any Default is continuing, the Administrative Agent determines that
the Collateral Shortfall Amount at such time is greater than zero, the Administrative Agent may
make demand on the Borrowers to pay, and the Borrowers will, forthwith upon such demand and without
any further notice or act, pay to the Administrative Agent either (y) the Collateral Shortfall
Amount in the applicable (as determined by the Administrative Agent) Agreed Currency or Currencies
or (z) an amount equal to 110% of the Dollar Amount of the Collateral Shortfall Amount (calculated
as of the applicable Computation Date) in Dollars, as elected by the Parent, which funds shall be
deposited in the Facility LC Collateral Account.



(c) So long as any Facility LC is outstanding, amounts deposited in the Facility LC Collateral
Account, if any, shall only be applied by the Administrative Agent to the payment of Reimbursement
Obligations and LC Fees that are due and payable. If no Facility LC remains outstanding, and the
Facility Termination Date has occurred or a Default is continuing, the Administrative Agent may
apply the remaining amounts deposited in the Facility LC Collateral Account, if any, to the payment
of the Obligations and any other amounts as shall from time to time have become due and payable by
the Borrowers to the Lenders or the LC Issuers under the Loan Documents. If, following the deposit
of cash collateral pursuant to this Section 8.1, all Defaults are cured or waived and no Default is
continuing, the remaining amounts deposited in the Facility LC Collateral Account, if any, shall be
returned to the Borrowers to the extent such cash collateral is not otherwise expressly required
under the terms of this Agreement.



(d) At any time while any Default is continuing, neither the Borrowers nor any Person claiming
on behalf of or through the Borrowers shall have any right to withdraw any of the funds held in the
Facility LC Collateral Account. After all of the Obligations have been indefeasibly paid in full
and the Aggregate Commitment has been terminated, any funds remaining in the Facility LC Collateral
Account shall be returned by the Administrative Agent to the Borrowers or paid to whomever may be
legally entitled thereto at such time.



(e) If, within 30 days after acceleration of the maturity of the Obligations or termination of
the obligations of the Lenders to make Loans and the obligation and the power of LC Issuers to
issue Facility LCs hereunder as a result of any Default (other than any Default as described in
Section 7.6 or 7.7 with respect to any Borrower) and before any judgment or decree for the payment
of the Obligations due have been obtained or entered, the Required Lenders (in their sole
discretion) so direct, the Administrative Agent shall, by notice to the Borrowers, rescind and
annul such acceleration and/or termination and the Administrative Agent shall promptly release all
or part of the cash collateral, as applicable, to the Borrowers to the extent such cash collateral
is not otherwise required under the terms of this Agreement.



8.2 Amendments. Subject to the provisions of this Article VIII, the Required Lenders
(or the Administrative Agent with the consent in writing of the Required Lenders) and the Borrowers
may enter into agreements supplemental hereto for the purpose of adding or modifying any provisions
to the Loan Documents or changing in any manner the rights of the Lenders or any Borrower hereunder
or waiving any Default hereunder; provided that no such supplemental agreement shall, without the
consent of all of the Lenders:



(a) Extend the final maturity of any Loan, or forgive all or any portion of any Reimbursement
Obligation or the principal amount of any Loan, or reduce the rate or extend the time of payment of
interest or fees on any Loan or any Reimbursement Obligations.



(b) Reduce the percentage specified in the definition of Required Lenders or otherwise change
the percentage of Lenders which shall be required for the Lenders or any of them to take any action
hereunder or under any other Loan Document, or amend the definition of Pro Rata Share or the
provisions of Section 11.2.



(c) Extend any Commitment Maturity Date or the Facility Termination Date, other than as
expressly permitted under Section 2.28, permit any Facility LC to have an expiration date later
than 5 years from its date of issuance, or reduce the amount or extend the payment date for, the
mandatory payments required under Section 2.2.



(d) Increase the amount of the Aggregate Commitment, the Commitment of any Lender hereunder or
the commitment to issue Facility LCs, other than as expressly permitted under Section 2.27.



(e) Amend this Section 8.2.



(f) Release, in whole or in part, the Parent under the Guaranty.



(g) Permit any assignment by any of the Borrowers of their respective Obligations or their
rights hereunder.



(h) Release all or any substantial portion of any cash collateral provided pursuant to this
Agreement (other than in accordance with the terms of this Agreement), or waive the Borrowers’
obligation to provide cash collateral pursuant to Section 2.26.11.



No amendment of any provision of this Agreement relating to the Administrative Agent shall be
effective without the written consent of the Administrative Agent, and no amendment or any
provision relating to the LC Issuers shall be effective without the written consent of each of the
LC Issuers. No amendment of any provision of this Agreement relating to any Swing Line Lender or
any Swing Line Loans shall be effective without the written consent of the applicable Swing Line
Lender(s). The Administrative Agent may waive payment of the fee required under Section 12.3.2
without obtaining the consent of any other party to this Agreement.



8.3 Preservation of Rights. No delay or omission of the Lenders, the LC Issuers, or
the Administrative Agent to exercise any right under the Loan Documents shall impair such right or
be construed to be a waiver of any Default or an acquiescence therein, and the making of a Credit
Extension notwithstanding the existence of a Default or the inability of any Borrower to satisfy
the conditions precedent to such Credit Extension shall not constitute any waiver or acquiescence.
Any single or partial exercise of any such right shall not preclude other or further exercise
thereof or the exercise of any other right, and no waiver, amendment or other variation of the
terms, conditions or provisions of the Loan Documents whatsoever shall be valid unless in writing
signed by the Lenders required pursuant to Section 8.2, and then only to the extent in such writing
specifically set out. All remedies contained in the Loan Documents or by law afforded shall be
cumulative and all shall be available to the Administrative Agent, the LC Issuers, and the Lenders
until the Obligations have been paid in full.



ARTICLE IX




GENERAL PROVISIONS




9.1 Survival of Representations. All claims arising out of or relating to the
representations and warranties of the Borrowers contained in this Agreement (and the bases giving
rise to such claims) shall survive the making of the Credit Extensions herein contemplated.



9.2 Governmental Regulation. Anything contained in this Agreement to the contrary
notwithstanding, neither any LC Issuer nor any Lender shall be obligated to extend credit to any
Borrower in violation of any limitation or prohibition provided by any applicable statute or
regulation.



9.3 Headings. Section headings in the Loan Documents are for convenience of reference
only, and shall not govern the interpretation of any of the provisions of the Loan Documents.



9.4 Entire Agreement. The Loan Documents embody the entire agreement and
understanding among the Borrowers, the Administrative Agent, the LC Issuers, and the Lenders and
supersede all prior agreements and understandings among the Borrowers, the Administrative Agent,
the LC Issuers, and the Lenders relating to the subject matter thereof other than the Fee Letter.



9.5 Several Obligations; Benefits of this Agreement. The respective obligations of
the Lenders hereunder are several and not joint and no Lender shall be the partner or agent of any
other (except to the extent to which the Administrative Agent is authorized to act as such). The
failure of any Lender to perform any of its obligations hereunder shall not relieve any other
Lender from any of its obligations hereunder. This Agreement shall not be construed so as to
confer any right or benefit upon any Person other than the parties to this Agreement and their
respective successors and assigns, provided, however, that the parties hereto expressly agree that
the Arranger shall enjoy the benefits of the provisions of Sections 9.6, 9.10 and 10.11 to the
extent specifically set forth therein and shall have the right to enforce such provisions on its
own behalf and in its own name to the same extent as if it were a party to this Agreement.



9.6 Expenses; Indemnification. (a) The Parent shall reimburse the Administrative
Agent and the Arranger for any costs and reasonable out-of-pocket expenses (including attorneys’
fees of such Persons) paid or incurred by the Administrative Agent or the Arranger in connection
with the preparation, negotiation, execution, delivery, syndication, distribution (including,
without limitation, via the internet), review, amendment, modification, and administration of the
Loan Documents. The Parent also agrees to reimburse the Administrative Agent, the Arranger, the LC
Issuers, and the Lenders for any costs and out-of-pocket expenses (including attorneys’ fees of
such Persons) paid or incurred by the Administrative Agent, the Arranger, any LC Issuer, or any
Lender in connection with the collection and enforcement of the Loan Documents. Expenses being
reimbursed by the Parent under this Section 9.6 include, without limitation, costs and expenses
incurred in connection with the Reports described in the following sentence. The Parent
acknowledges that from time to time Administrative Agent may prepare and may distribute to the
Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain
audit reports (the “Reports”) pertaining to the Parent’s and its Subsidiaries’ assets for internal
use by Administrative Agent from information furnished to it by or on behalf of the Parent, after
Administrative Agent has exercised its rights of inspection pursuant to this Agreement.



(b) Each of the Borrowers hereby further agrees to indemnify the Administrative Agent, the
Arranger, each LC Issuer, each Lender, their respective affiliates, and each of their directors,
officers and employees against all losses, claims, damages, penalties, judgments, liabilities and
expenses (including, without limitation, all expenses of litigation or preparation therefor whether
or not the Administrative Agent, the Arranger, any LC Issuer, any Lender or any affiliate is a
party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the
other Loan Documents, the transactions contemplated hereby or the direct or indirect application or
proposed application of the proceeds of any Loan hereunder, whether or not caused by or arising, in
whole or in part, out of the negligence of the party seeking indemnification and whether brought by
a third party or by the Borrowers, except to the extent that they are determined in a final
non-appealable judgment by a court of competent jurisdiction to have resulted from the gross
negligence or willful misconduct of the party seeking indemnification. The obligations of the
Borrowers under this Section 9.6 shall survive the termination of this Agreement.



(c) Each Person claiming a right to indemnification under this Section 9.6 shall promptly give
the Parent written notice of receipt by such Person of notice of the commencement of any action,
suit or proceeding and the Parent (or any applicable Borrower) shall have the right, but not the
obligation to participate in the defense of such action. Notwithstanding the foregoing, the
failure of any such Person to so notify the Parent promptly of any such action, suit, or proceeding
shall not relieve the indemnifying party from any liability that it may have to the indemnified
party hereunder, except to the extent that such failure has a material adverse effect on the
indemnifying party’s ability to defend such claim. The Parent (or applicable Borrower) may
participate in a reasonable manner at its own expense and with its own counsel in any proceeding
conducted by any Borrower in accordance with the foregoing.




(i) The indemnified party shall consult in good faith with the indemnifying party and
its counsel with respect to the defense and shall keep the indemnifying party reasonably
informed as to the progress of the defense. The Administrative Agent shall supply the
Parent (or applicable Borrower) with such information and documents reasonably requested by
the Parent (or applicable Borrower) as are necessary or advisable for the Parent (or
applicable Borrower) to participate in any action, suit or proceeding.




(ii) Except during the existence of a Default, no indemnified party shall enter into
any settlement or other compromise with respect to any claim which is entitled to be
indemnified under this Agreement if such settlement or compromise would result in any
payment hereunder without the prior written consent of the Parent (or applicable Borrower),
which consent shall not be unreasonably withheld.




(iii) Upon payment in full of any claim by the Parent (or applicable Borrower) pursuant
to this Agreement, to or on behalf of the Administrative Agent, the Arranger, the LC Issuer,
any Lender or their respective Affiliates, the Parent (or applicable Borrower), without any
further action, shall be subrogated to any and all claims that such indemnified party may
have relating thereto (other than claims in respect of insurance policies maintained by such
indemnified party at its own expense) and such indemnified party shall execute at its own
expense such instruments of assignment and conveyance, evidence of claims and payment and
such other documents, instruments and agreements as may be necessary to preserve any such
claims and otherwise cooperate with the Parent (or applicable Borrower) and give such
further assurances as are necessary or advisable to enable the Parent (or applicable
Borrower) to vigorously pursue such claims.



9.7 Numbers of Documents. All statements, notices, closing documents, and requests
hereunder shall be furnished to the Administrative Agent with sufficient counterparts so that the
Administrative Agent may furnish one to each of the Lenders.



9.8 Accounting. Except as provided to the contrary herein, all accounting terms used
herein shall be interpreted and all accounting determinations hereunder shall be made in accordance
with Agreement Accounting Principles, except that any calculation or determination which is to be
made on a consolidated basis shall be made for the Parent and all its Subsidiaries, including those
Subsidiaries, if any, which are unconsolidated on the Borrower’s audited financial statements. If
at any time any change in generally accepted accounting principles would affect the computation of
any financial ratio or requirement set out in any Loan Document, and Borrowers shall so request,
Administrative Agent, Lenders and Borrowers shall negotiate in good faith to amend such ratio or
requirement to preserve the original intent thereof in light of such change in generally accepted
accounting principles (subject to the approval of the Required Lenders); provided that, until so
amended, such ratio or requirement shall continue to be computed in the same manner as it was
computed prior to such change.



9.9 Severability of Provisions. Any provision in any Loan Document that is held to be
inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be
inoperative, unenforceable, or invalid without affecting the remaining provisions in that
jurisdiction or the operation, enforceability, or validity of that provision in any other
jurisdiction, and to this end the provisions of all Loan Documents are declared to be severable.



9.10 Nonliability of Lenders. The relationship between each of the Borrowers on the
one hand and the Lenders, the LC Issuers, and the Administrative Agent on the other hand shall be
solely that of borrower and lender. Neither the Administrative Agent, the Arranger, any LC Issuer,
nor any Lender shall have any fiduciary responsibilities to any Borrower. None of the
Administrative Agent, the Arranger, any LC Issuer, or any Lender undertakes any responsibility to
any Borrower to review or inform any Borrower of any matter in connection with any phase of any
Borrower’s business or operations. Each of the Borrowers agrees that none of the Administrative
Agent, the Arranger, any LC Issuer, or any Lender shall have liability to any Borrower (whether
sounding in tort, contract or otherwise) for losses suffered by any Borrower in connection with,
arising out of, or in any way related to, the transactions contemplated and the relationship
established by the Loan Documents, or any act, omission or event occurring in connection therewith,
unless it is determined in a final non-appealable judgment by a court of competent jurisdiction
that such losses resulted from the gross negligence or willful misconduct of the party from which
recovery is sought. None of the Administrative Agent, the Arranger, any LC Issuer, or any Lender
shall have any liability with respect to, and each of the Borrowers hereby waives, releases and
agrees not to sue for, any special, indirect, consequential or punitive damages suffered by any
Borrower in connection with, arising out of, or in any way related to the Loan Documents or the
transactions contemplated thereby.



9.11 Confidentiality. Each Lender agrees that any confidential information which it
may receive from any Borrower pursuant to this Agreement will be used only for purposes of this
Agreement and will not be disclosed to any of its directors, officers or employees, or to any other
Person except for disclosure (which, in the case of any disclosure pursuant to (d), (e), (f), or
(g) shall be accompanied by a written notice that such information is subject to this Section 9.11)
(a) to its Affiliates and to other Lenders and their respective Affiliates, (b) to legal counsel,
accountants, and other professional advisors to such Lender or to a Transferee, (c) to regulatory
officials, (d) to any Person as requested pursuant to or as required by law, regulation, or legal
process, (e) to any Person in connection with any legal proceeding to which such Lender is a party,
(f) to such Lender’s direct or indirect contractual counterparties in swap agreements or to legal
counsel, accountants and other professional advisors to such counterparties, and (g) permitted by
Section 12.4. Notwithstanding anything herein to the contrary, confidential information shall not
include, and each Lender (and each employee, representative or other agent of any Lender) may
disclose to any and all Persons, without limitation of any kind, the “tax treatment” and “tax
structure” (in each case, within the meaning of Treasury Regulation Section 1.6011-4) of the
transactions contemplated hereby and all materials of any kind (including opinions or other tax
analyses) that are or have been provided to such Lender relating to such tax treatment or tax
structure; provided that with respect to any document or similar item that in either case contains
information concerning such tax treatment or tax structure of the transactions contemplated hereby
as well as other information, this sentence shall only apply to such portions of the document or
similar item that relate to such tax treatment or tax structure.



9.12 Nonreliance. Each Lender hereby represents that it is not relying on or looking
to any margin stock (as defined in Regulation U of the Board of Governors of the Federal Reserve
System) for the repayment of the Credit Extensions provided for herein.



9.13 Disclosure. Each of the Borrowers and each Lender hereby (a) acknowledge and
agree that Administrative Agent and/or its Affiliates from time to time may hold investments in,
make other loans to or have other relationships with any Borrower and its Affiliates and (b) waive
any liability of Administrative Agent or such Affiliate to any Borrower or any Lender,
respectively, arising out of resulting from such investments, loans or relationships other than
liabilities arising out of the gross negligence or willful misconduct of Administrative Agent or
its Affiliates.



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



ARTICLE X




THE ADMINISTRATIVE AGENT




10.1 Appointment; Nature of Relationship. JPMorgan is hereby appointed by each of the
Lenders as its contractual representative (herein referred to as the “Administrative Agent”)
hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the
Administrative Agent to act as the contractual representative of such Lender with the rights and
duties expressly set out herein and in the other Loan Documents. The Administrative Agent agrees
to act as such contractual representative upon the express conditions contained in this Article X.
Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and
agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by
reason of this Agreement or any other Loan Document and that the Administrative Agent is merely
acting as the contractual representative of the Lenders with only those duties as are expressly set
out in this Agreement and the other Loan Documents. In its capacity as the Lenders’ contractual
representative, the Administrative Agent (a) does not hereby assume any fiduciary duties to any of
the Lenders, (b) is a “representative” of the Lenders within the meaning of Section 9-102 of the
Uniform Commercial Code and (c) is acting as an independent contractor, the rights and duties of
which are limited to those expressly set out in this Agreement and the other Loan Documents. Each
of the Lenders hereby agrees to assert no claim against the Administrative Agent on any agency
theory or any other theory of liability for breach of fiduciary duty, all of which claims each
Lender hereby waives.



10.2 Powers. The Administrative Agent shall have and may exercise such powers under
the Loan Documents as are specifically delegated to the Administrative Agent by the terms of each
thereof, together with such powers as are reasonably incidental thereto. The Administrative Agent
shall have no implied duties to the Lenders, or any obligation to the Lenders to take any action
thereunder except any action specifically provided by the Loan Documents to be taken by the
Administrative Agent.



10.3 General Immunity. Neither the Administrative Agent nor any of its directors,
officers, agents or employees shall be liable to the Borrower, the Lenders or any Lender for any
action taken or omitted to be taken by it or them hereunder or under any other Loan Document or in
connection herewith or therewith except to the extent such action or inaction is determined in a
final non-appealable judgment by a court of competent jurisdiction to have arisen from the gross
negligence or willful misconduct of such Person.



10.4 No Responsibility for Loans, Recitals, etc. Neither the Administrative Agent nor
any of its directors, officers, agents or employees shall be responsible for or have any duty to
ascertain, inquire into, or verify (a) any statement, warranty or representation made in connection
with any Loan Document or any borrowing hereunder; (b) the performance or observance of any of the
covenants or agreements of any obligor under any Loan Document, including, without limitation, any
agreement by an obligor to furnish information directly to each Lender; (c) the satisfaction of any
condition specified in Article IV, except receipt of items required to be delivered solely to the
Administrative Agent; (d) the existence or possible existence of any Default or Unmatured Default;
(e) the validity, enforceability, effectiveness, sufficiency or genuineness of any Loan Document or
any other instrument or writing furnished in connection therewith; (f) the value, sufficiency,
creation, perfection or priority of any Lien in any collateral security; or (g) the financial
condition of any Borrower or any guarantor of any of the Obligations or of any of the Borrower’s or
any such guarantor’s respective Subsidiaries. The Administrative Agent shall have no duty to
disclose to the Lenders information that is not required to be furnished by any Borrower to the
Administrative Agent at such time, but is voluntarily furnished by any Borrower to the
Administrative Agent (either in its capacity as Administrative Agent or in its individual
capacity).



10.5 Action on Instructions of Lenders. The Administrative Agent shall in all cases
be fully protected in acting, or in refraining from acting, hereunder and under any other Loan
Document in accordance with written instructions signed by the Required Lenders, and such
instructions and any action taken or failure to act pursuant thereto shall be binding on all of the
Lenders. The Lenders hereby acknowledge that the Administrative Agent shall be under no duty to
take any discretionary action permitted to be taken by it pursuant to the provisions of this
Agreement or any other Loan Document unless it shall be requested in writing to do so by the
Required Lenders. The Administrative Agent shall be fully justified in failing or refusing to take
any action hereunder and under any other Loan Document unless it shall first be indemnified to its
satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may
incur by reason of taking or continuing to take any such action.



10.6 Employment of Administrative Agents and Counsel. The Administrative Agent may
execute any of its duties as Administrative Agent hereunder and under any other Loan Document by or
through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except
as to money or securities received by it or its authorized agents, for the default or misconduct of
any such agents or attorneys-in-fact selected by it with reasonable care. The Administrative Agent
shall be entitled to advice of counsel concerning the contractual arrangement between the
Administrative Agent and the Lenders and all matters pertaining to the Administrative Agent’s
duties hereunder and under any other Loan Document.



10.7 Reliance on Documents; Counsel. The Administrative Agent shall be entitled to
rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or
document believed by it to be genuine and correct and to have been signed or sent by the proper
person or persons, and, in respect to legal matters, upon the opinion of counsel selected by the
Administrative Agent, which counsel may be employees of the Administrative Agent.



10.8 Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to
reimburse and indemnify the Administrative Agent ratably in proportion to their respective
Commitments (or, if the Commitments have been terminated, in proportion to their Commitments
immediately prior to such termination) (a) for any amounts not reimbursed by the Borrowers for
which the Administrative Agent is entitled to reimbursement by the Borrowers under the Loan
Documents, (b) for any other expenses incurred by the Administrative Agent on behalf of the
Lenders, in connection with the preparation, execution, delivery, administration and enforcement of
the Loan Documents (including, without limitation, for any expenses incurred by the Administrative
Agent in connection with any dispute between the Administrative Agent and any Lender or between two
or more of the Lenders) and (c) for any liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which
may be imposed on, incurred by or asserted against the Administrative Agent in any way relating to
or arising out of the Loan Documents or any other document delivered in connection therewith or the
transactions contemplated thereby (including, without limitation, for any such amounts incurred by
or asserted against the Administrative Agent in connection with any dispute between the
Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of
any of the terms of the Loan Documents or of any such other documents, provided that (i) no Lender
shall be liable for any of the foregoing to the extent any of the foregoing is found in a final
non-appealable judgment by a court of competent jurisdiction to have resulted from the gross
negligence or willful misconduct of the Administrative Agent and (ii) any indemnification required
pursuant to Section 3.5(g) shall, notwithstanding the provisions of this Section 10.8, be paid by
the relevant Lender in accordance with the provisions thereof. The obligations of the Lenders
under this Section 10.8 shall survive payment of the Obligations and termination of this Agreement.



10.9 Notice of Default. The Administrative Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Unmatured Default hereunder unless the
Administrative Agent has received written notice from a Lender or any Borrower referring to this
Agreement describing such Default or Unmatured Default and stating that such notice is a “notice of
default”. In the event that the Administrative Agent receives such a notice, the Administrative
Agent shall give prompt notice thereof to the Lenders.



10.10 Rights as a Lender. In the event the Administrative Agent is a Lender, the
Administrative Agent shall have the same rights and powers hereunder and under any other Loan
Document with respect to its Commitment and its Loans as any Lender and may exercise the same as
though it were not the Administrative Agent, and the term “Lender” or “Lenders” shall, at any time
when the Administrative Agent is a Lender, unless the context otherwise indicates, include the
Administrative Agent in its individual capacity. The Administrative Agent and its Affiliates may
accept deposits from, lend money to, and generally engage in any kind of trust, debt, equity or
other transaction, in addition to those contemplated by this Agreement or any other Loan Document,
with any Borrower or any of their respective Subsidiaries in which any Borrower or such Subsidiary
is not restricted hereby from engaging with any other Person. The Administrative Agent, in its
individual capacity, is not obligated to remain a Lender.



10.11 Lender Credit Decision. Each Lender acknowledges that it has, independently and
without reliance upon the Administrative Agent, the Arranger or any other Lender and based on the
financial statements prepared by the Parent and such other documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this Agreement and the
other Loan Documents. Each Lender also acknowledges that it will, independently and without
reliance upon the Administrative Agent, the Arranger or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under this Agreement and the other Loan Documents.



10.12 Successor Administrative Agent. The Administrative Agent may resign at any time
by giving written notice thereof to the Lenders and the Borrowers, such resignation to be effective
upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent
has been appointed, forty-five days after the retiring Administrative Agent gives notice of its
intention to resign. The Administrative Agent may be removed at any time with or without cause by
written notice received by the Administrative Agent from the Required Lenders, such removal to be
effective on the date specified by the Required Lenders. Upon any such resignation or removal, the
Required Lenders shall have the right to appoint, on behalf of the Borrowers and the Lenders, a
successor Administrative Agent (with the consent of the Parent which shall not be unreasonably
withheld). If no successor Administrative Agent shall have been so appointed by the Required
Lenders within thirty days after the resigning Administrative Agent’s giving notice of its
intention to resign, then the resigning Administrative Agent may appoint, on behalf of the
Borrowers and the Lenders, a successor Administrative Agent. Notwithstanding the previous
sentence, the Administrative Agent may at any time without the consent of any Borrower or any
Lender, appoint any of its Affiliates which is a commercial bank as a successor Administrative
Agent hereunder. If the Administrative Agent has resigned or been removed and no successor
Administrative Agent has been appointed, the Lenders may perform all the duties of the
Administrative Agent hereunder and the Borrowers shall make all payments in respect of the
Obligations to the applicable Lender and for all other purposes shall deal directly with the
Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such
successor Administrative Agent has accepted the appointment. Any such successor Administrative
Agent shall be a commercial bank having capital and retained earnings of at least $100,000,000.
Upon the acceptance of any appointment as Administrative Agent hereunder by a successor
Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the resigning or removed
Administrative Agent. Upon the effectiveness of the resignation or removal of the Administrative
Agent, the resigning or removed Administrative Agent shall be discharged from its duties and
obligations hereunder and under the Loan Documents. After the effectiveness of the resignation or
removal of an Administrative Agent, the provisions of this Article X shall continue in effect for
the benefit of such Administrative Agent in respect of any actions taken or omitted to be taken by
it while it was acting as the Administrative Agent hereunder and under the other Loan Documents.
In the event that there is a successor to the Administrative Agent by merger, or the Administrative
Agent assigns its duties and obligations to an Affiliate pursuant to this Section 10.12, then the
term “Prime Rate” as used in this Agreement shall mean the prime rate, base rate or other analogous
rate of the new Administrative Agent.



10.13 Administrative Agent and Arranger Fees. The Parent agrees to pay to the
Administrative Agent and the Arranger, for their respective accounts, the fees agreed to by any
Borrower, the Administrative Agent and the Arranger pursuant to the Fee Letter, or as otherwise
agreed from time to time.



10.14 Delegation to Affiliates. Each of the Borrowers and the Lenders agree that the
Administrative Agent may delegate any of its duties under this Agreement to any of its Affiliates.
Any such Affiliate (and such Affiliate’s directors, officers, agents and employees) which performs
duties in connection with this Agreement shall be entitled to the same benefits of the
indemnification, waiver and other protective provisions to which the Administrative Agent is
entitled under Articles IX and X.



10.15 Co-Agents, Documentation Agent, Syndication Agent, etc.. Neither any of the
Lenders identified in this Agreement as a “co-agent” nor any Documentation Agent or the Syndication
Agent shall have any right, power, obligation, liability, responsibility or duty under this
Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none
of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. Each
Lender hereby makes the same acknowledgments with respect to such Lenders as it makes with respect
to the Administrative Agent in Section 10.11.



ARTICLE XI




SETOFF; RATABLE PAYMENTS




11.1 Setoff. In addition to, and without limitation of, any rights of the Lenders
under applicable law, if any Borrower becomes insolvent, however evidenced, or any Default occurs,
any and all deposits (including all account balances, whether provisional or final and whether or
not collected or available) and any other Indebtedness at any time held or owing by any Lender or
any Affiliate of any Lender to or for the credit or account of such Borrower may be offset and
applied toward the payment of the Obligations owing to such Lender, whether or not the Obligations,
or any part thereof, shall then be due.



11.2 Ratable Payments. If any Lender, whether by setoff or otherwise, has payment
made to it upon its Outstanding Credit Exposure (other than payments received pursuant to Section
2.28, 3.1, 3.2, 3.4 or 3.5) in a greater proportion than that received by any other Lender, such
Lender agrees, promptly upon demand, to purchase a portion of the Aggregate Outstanding Credit
Exposure held by the other Lenders so that after such purchase each Lender will hold its Pro Rata
Share of the Aggregate Outstanding Credit Exposure. If any Lender, whether in connection with
setoff or amounts which might be subject to setoff or otherwise, receives collateral or other
protection for its Obligations or such amounts which may be subject to setoff, such Lender agrees,
promptly upon demand, to take such action necessary such that all Lenders share in the benefits of
such collateral ratably in proportion to their respective Pro Rata Share of the Aggregate
Outstanding Credit Exposure. In case any such payment is disturbed by legal process, or otherwise,
appropriate further adjustments shall be made.



If an amount to be setoff is to be applied to Indebtedness of any Borrower to a Lender other
than Indebtedness comprised of the Outstanding Credit Exposure of such Lender, such amount shall be
applied ratably to such other Indebtedness and to the Indebtedness comprised of such Outstanding
Credit Exposure.



ARTICLE XII




BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS




12.1 Successors and Assigns. The terms and provisions of the Loan Documents shall be
binding upon and inure to the benefit of the Borrowers and the Lenders and their respective
successors and assigns, except that (a) none of the Borrowers shall have the right to assign its
rights or obligations under the Loan Documents and (b) any assignment by any Lender must be made in
compliance with Section 12.3. The parties to this Agreement acknowledge that clause (b) of this
Section 12.1 relates only to absolute assignments and does not prohibit assignments creating
security interests, including, without limitation, (i) any pledge or assignment by any Lender of
all or any portion of its rights under this Agreement and any Note to a Federal Reserve Bank or
(ii) in the case of a Lender which is a fund, any pledge or assignment of all or any portion of its
rights under this Agreement and any Note to its trustee in support of its obligations to its
trustee; provided that no such pledge or assignment creating a security interest shall release the
transferor Lender from its obligations hereunder unless and until the parties thereto have complied
with the provisions of Section 12.3. The Administrative Agent may treat the Person which made any
Loan or which holds any Note as the owner thereof for all purposes hereof unless and until such
Person complies with Section 12.3; provided that the Administrative Agent may in its discretion
(but shall not be required to) follow instructions from the Person which made any Loan or which
holds any Note to direct payments relating to such Loan or Note to another Person. Any assignee of
the rights to any Loan or any Note agrees by acceptance of such assignment to be bound by all the
terms and provisions of the Loan Documents. Any request, authority or consent of any Person, who
at the time of making such request or giving such authority or consent is the owner of the rights
to any Loan (whether or not a Note has been issued in evidence thereof), shall be conclusive and
binding on any subsequent holder or assignee of the rights to such Loan.



12.2 Participations.




12.2.1 Permitted Participants; Effect. Any Lender may, in the ordinary course
of its business and in accordance with applicable law, at any time sell to one or more banks
or other entities (“Participants”) participating interests in any Outstanding Credit
Exposure of such Lender, any Note held by such Lender, any Commitment of such Lender or any
other interest of such Lender under the Loan Documents. In the event of any such sale by a
Lender of participating interests to a Participant, such Lender’s obligations under the Loan
Documents shall remain unchanged, such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations, such Lender shall remain the owner
of its Outstanding Credit Exposure and the holder of any Note issued to it in evidence
thereof for all purposes under the Loan Documents, all amounts payable by the Borrowers
under this Agreement shall be determined as if such Lender had not sold such participating
interests, and the Borrowers and the Administrative Agent shall continue to deal solely and
directly with such Lender in connection with such Lender’s rights and obligations under the
Loan Documents.




12.2.2 Voting Rights. Each Lender shall retain the sole right to approve,
without the consent of any Participant, any amendment, modification or waiver of any
provision of the Loan Documents other than any amendment, modification or waiver with
respect to any Credit Extension or Commitment in which such Participant has an interest
which would require consent of all of the Lenders pursuant to the terms of Section 8.2 or of
any other Loan Document.




12.2.3 Benefit of Setoff. Each Borrower agrees that each Participant shall be
deemed to have the right of setoff provided in Section 11.1 in respect of its participating
interest in amounts owing under the Loan Documents to the same extent as if the amount of
its participating interest were owing directly to it as a Lender under the Loan Documents,
provided that each Lender shall retain the right of setoff provided in Section 11.1 with
respect to the amount of participating interests sold to each Participant. The Lenders
agree to share with each Participant, and each Participant, by exercising the right of
setoff provided in Section 11.1, agrees to share with each Lender, any amount received
pursuant to the exercise of its right of setoff, such amounts to be shared in accordance
with Section 11.2 as if each Participant were a Lender.



12.3 Assignments.




12.3.1 Permitted Assignments. Any Lender may, in the ordinary course of its
business and in accordance with applicable law, at any time assign to one or more Eligible
Assignees all or any part of its rights and obligations under the Loan Documents. Such
assignment shall be substantially in the form of Exhibit C or in such other form as may be
agreed to by the parties thereto. The consent of the Parent and the Administrative Agent
and the LC Issuers shall be required prior to an assignment becoming effective with respect
to an Eligible Assignee which is not a Lender or an Affiliate thereof; provided that if a
Default has occurred and is continuing, the consent of the Parent shall not be required.
Such consent shall not be unreasonably withheld or delayed. Each such assignment with
respect to an Eligible Assignee which is not a Lender or an Affiliate thereof shall (unless
each of the Parent and the Administrative Agent otherwise consent) be in an amount not less
than the lesser of (a) $5,000,000 or (b) the remaining amount of the assigning Lender’s
Commitment (calculated as at the date of such assignment) or outstanding Loans (if the
applicable Commitment has been terminated).




12.3.2 Effect; Effective Date. Upon (a) delivery to the Administrative Agent
of an assignment, together with any consents required by Section 12.3.1, and (b) payment of
a $4,000 fee to the Administrative Agent for processing such assignment (unless such fee is
waived by the Administrative Agent), such assignment shall become effective on the effective
date specified in such assignment. The assignment shall contain a representation by the
assignee to the effect that none of the consideration used to make the purchase of the
Commitment and Outstanding Credit Exposure under the applicable assignment agreement
constitutes “plan assets” as defined under ERISA and that the rights and interests of the
assignee in and under the Loan Documents will not be “plan assets” under ERISA. On and
after the effective date of such assignment, such assignee shall for all purposes be a
Lender party to this Agreement and any other Loan Document executed by or on behalf of the
Lenders and shall have all the rights and obligations of a Lender under the Loan Documents,
to the same extent as if it were an original party hereto, and no further consent or action
by the Borrower, the Lenders or the Administrative Agent shall be required to release the
transferor Lender with respect to the percentage of the Aggregate Commitment and Outstanding
Credit Exposure assigned to such assignee. Upon the consummation of any assignment pursuant
to this Section 12.3.2, the transferor Lender, the Administrative Agent and any Borrower
shall, if the transferor Lender or the assignee desires that its Loans be evidenced by
Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes
are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes,
are issued to such assignee, in each case in principal amounts reflecting their respective
Commitments, as adjusted pursuant to such assignment.



12.4 Dissemination of Information. Each Borrower authorizes each Lender to disclose
to any Participant or Eligible Assignee or any other Person acquiring an interest in the Loan
Documents by operation of law (each a “Transferee”) and any prospective Transferee any and all
information in such Lender’s possession concerning the creditworthiness of the Parent and its
Subsidiaries, including without limitation any information contained in any Reports; provided that
each Transferee and prospective Transferee agrees to be bound by Section 9.11 of this Agreement.



12.5 Tax Treatment. If any interest in any Loan Document is transferred to any
Transferee which is organized under the laws of any jurisdiction other than the United States or
any State thereof, the transferor Lender shall cause such Transferee, concurrently with the
effectiveness of such transfer, to comply with the provisions of Section 3.5(d).



ARTICLE XIII




NOTICES




13.1 Notices. Except as otherwise permitted by Section 2.17 with respect to borrowing
notices, all notices, requests and other communications to any party hereunder shall be in writing
(including electronic transmission, facsimile transmission or similar writing) and shall be given
to such party: in the case of any Borrower or the Administrative Agent, at its address or facsimile
number set out on the signature pages hereof, in the case of any Lender, at its address or
facsimile number set out in its administrative questionnaire or in the case of any party, at such
other address or facsimile number as such party may hereafter specify for the purpose by notice to
the Administrative Agent and any Borrower in accordance with the provisions of this Section 13.1.
Each such notice, request or other communication shall be effective (a) if given by facsimile
transmission, when transmitted to the facsimile number specified in this Section and confirmation
of receipt is received, (b) if given by mail, 72 hours after such communication is deposited in the
mails with first class postage prepaid, addressed as aforesaid, or (c) if given by any other means,
when delivered (or, in the case of electronic transmission, received) at the address specified in
this Section; provided that notices to the Administrative Agent under Article II shall not be
effective until received.



13.2 Change of Address. Any Borrower, the Administrative Agent and any Lender may
each change the address for service of notice upon it by a notice in writing to the other parties
hereto.



ARTICLE XIV




COUNTERPARTS




This Agreement may be executed in any number of counterparts, all of which taken together
shall constitute one agreement, and any of the parties hereto may execute this Agreement by signing
any such counterpart. This Agreement shall be effective when it has been executed by the
Borrowers, the Administrative Agent, the LC Issuers, and the Lenders and each party has notified
the Administrative Agent by facsimile transmission or telephone that it has taken such action.



ARTICLE XV




CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL




15.1 CHOICE OF LAW. THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A CONTRARY
EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
TEXAS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.



15.2 CONSENT TO JURISDICTION. EACH BORROWER HEREBY IRREVOCABLY SUBMITS TO THE
NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR TEXAS STATE COURT SITTING IN HOUSTON,
TEXAS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND EACH
BORROWER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE
HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER
HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH
COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT,
ANY LC ISSUER, OR ANY LENDER TO BRING PROCEEDINGS AGAINST ANY BORROWER IN THE COURTS OF ANY OTHER
JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY BORROWER AGAINST THE ADMINISTRATIVE AGENT, ANY LC
ISSUER, OR ANY LENDER OR ANY AFFILIATE OF THE ADMINISTRATIVE AGENT, ANY LC ISSUER, OR ANY LENDER
INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED
WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN HOUSTON, TEXAS.



15.3 WAIVER OF JURY TRIAL. EACH BORROWER, THE ADMINISTRATIVE AGENT, EACH LC ISSUER,
AND EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF,
RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.



[Signatures appear on the following pages.]

2


IN WITNESS WHEREOF, the Borrowers, the
Lenders, the LC Issuer, and the Administrative Agent have executed this Agreement as of the date
first above written.



	 
	 

	COOPER CAMERON CORPORATION

By:

	Lorne E. Phillips

Treasurer

Address: 1333 West Loop South, Suite 1700

Houston, Texas 77027

Attention: Lorne E. Phillips

Telephone: (713) 513-3336

Telecopy: (713) 513-3355

COOPER CAMERON (U.K.) LIMITED

CAMERON GMBH

COOPER CAMERON (SINGAPORE) PTE. LTD.

COOPER CAMERON CANADA CORP.

COOPER CAMERON (LUXEMBOURG) SARL

By:

	Lorne E. Phillips

Attorney in Fact

Address: 1333 West Loop South, Suite 1700

Houston, Texas 77027

Attention: Lorne E. Phillips

Telephone: (713) 513-3336

Telecopy: (713) 513-3355

	 







3




	 	 	 






4




	 	 	 
	 
	 	 
	
 
	 	JPMORGAN CHASE BANK, N.A.,

individually, as Administrative Agent, and as LC Issuer

By:
	Commitment




$40,000,000

US Swing Line Commitment




$25,000,000

	 	Helen A. Carr

Vice President

Address: 600 Travis Street, 20th Floor

Houston, Texas 77002

Attention: Helen Carr

Telephone: (713) 216-7711

Telecopy: (713) 216-7794



	 
	 	 






5




	 	 	 






6




	 	 	 
	 
	 	 
	
 
	 	JPMORGAN CHASE BANK, N.A., TORONTO BRANCH,

as Canadian Swing Line Lender

By:
	Canadian Swing Line Amount




$15,000,000

	 	Helen A. Carr

Vice President

Address: 200 Bay Street, Royal Bank Plaza

South Tower, Suite 1800

Toronto, Ontario M5J 2J2

Attention: Indrani Lazarus

Telephone: (416) 981-9218

Telecopy: (416) 981-9279



	 
	 	 






7




	 	 	 






8




	 	 	 
	 
	 	 
	
 
	 	CALYON NEW YORK BRANCH,

individually and as Syndication Agent

By:
	
 
	 	Bertrand Cord’homme

Director

By:
	Commitment




$37,500,000

	 	Page Dillehunt

Director

Address: 1301 Travis Street, Suite 2100

Houston, Texas 77002

Attention: David Gurghigian

Telephone: 713-890-8610

Telecopy: 713-890-8668



	 
	 	 






9




	 	 	 






10




	 	 	 
	 
	 	 
	
 
	 	ABN AMRO BANK N.V.,

individually and as Documentation Agent

By:
	
 
	 	Jim Moyes

Managing Director

By:
	Commitment




$37,500,000

	 	Joshua Wolf

Vice President

Address: 4400 Post Oak Parkway, Suite

1500

Houston, Texas 77027

Attention: Sanjay Remond

Telephone: 832-681-7162

Telecopy: 832-681-7141



	 
	 	 






11




	 	 	 






12




	 	 	 
	 
	 	 
	
 
	 	CITIBANK, N.A.,

individually and as Documentation Agent

By:
	Commitment




$37,500,000

	 	Amy K. Pincu

Attorney-in-fact

Address: 333 Clay Street, Suite 3700

Houston, Texas 77002

Attention: Amy Pincu

Telephone: 713-654-2820

Telecopy: 713-481-0253



	 
	 	 






13




	 	 	 






14




	 	 	 
	 
	 	 
	
 
	 	THE ROYAL BANK OF SCOTLAND plc,

individually and as Documentation Agent

By:
	
 
	 	Paul McDonagh

Managing Director

Address: 101 Park Avenue, 12th

Floor

New York, New York 10178

Attention: Julie Strelchenko

Telephone: 212-401-1401

Telecopy: 212-401-1494

with a copy to:
	
 
	 	 
	Commitment




$37,500,000

	 	Adderss: 600 Travis Street, Suite 6500

Houston, Texas 77002

Attention: Paul McDonagh

Telephone: 713-221-2436

Telecopy: 713-221-2430
	 
	 	 






15




	 	 	 






16




	 	 	 
	 
	 	 
	
 
	 	THE BANK OF TOKYO-MITSUBISHI, LTD.

By:
	Commitment




$37,500,000

	 	Kelton Glasscock

Vice President & Manager

Address: 1100 Louisiana, Suite 2800

Houston, Texas 77002

Attention: John McIntyre

Telephone: 713-655-3869

Telecopy: 713-658-0116



	 
	 	 






17




	 	 	 






18




	 	 	 
	 
	 	 
	
 
	 	UBS LOAN FINANCE LLC

By:
	
 
	 	Wilfred V. Saint

Director, Banking Products Services, US

By:
	Commitment




$37,500,000

	 	Joselin Fernandes

Associate Director, Banking Products Services, US

Address: 677 Washington Blvd.

Stamford, Connecticut 06912

Attention: Safraz Hassan

Telephone: 203-719-3413

Telecopy: 203-719-3888



	 
	 	 






19




	 	 	 






20




	 	 	 
	 
	 	 
	
 
	 	DNB NOR BANK ASA

By:
	
 
	 	Espen Kvilekval

Senior Vice President

By:
	Commitment




$30,000,000

	 	Peter Dodge

Senior Vice President

Address: 200 Park Avenue, 31st

Floor

New York, New York 10166

Attention: Espen Kvilekval

Telephone: 212-681-3874

Telecopy: 212-681-3900



	 
	 	 






21




	 	 	 






22




	 	 	 
	 
	 	 
	
 
	 	SUNTRUST BANK

By:
	Commitment




$30,000,000

	 	David Edge

Managing Director

Address: 303 Peachtree Street, 10th

Floor

Atlanta, Georgia 30308

Attention: David Edge

Telephone: 404-827-6735

Telecopy: 404-827-6270



	 
	 	 






23




	 	 	 






24




	 	 	 
	 
	 	 
	
 
	 	AMEGY BANK NATIONAL ASSOCIATION

By:
	Commitment




$25,000,000

	 	Carmen Jordan

Senior Vice President

Address: 4400 Post Oak Parkway, POP 404

Houston, Texas 77027

Attention: Carmen Jordan

Telephone: 713-888-4610

Telecopy: 713-693-7475









25




PRICING SCHEDULE




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Applicable Margin	 	Level I Status	 	Level II Status	 	Level III Status	 	Level IV Status	 	Level V Status	 	Level VI Status
	Facility Fee

	 	6.0 bps
	 	7.5 bps
	 	9.0 bps
	 	11.0 bps
	 	15.0 bps
	 	17.5 bps
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Eurocurrency Margin

	 	24.0 bps
	 	27.5 bps
	 	31.0 bps
	 	39.0 bps
	 	50.0 bps
	 	72.5 bps
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Financial Letter of

Credit Fee

	 	

24.0 bps
	 	

27.5 bps
	 	

31.0 bps
	 	

39.0 bps
	 	

50.0 bps
	 	

72.5 bps
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Performance Letter

of Credit Fee

	 	

12.00 bps
	 	

13.75 bps
	 	

15.5 bps
	 	

19.5 bps
	 	

25.0 bps
	 	

36.25 bps
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Documentary Letter

of Credit Fee

	 	

6.0 bps
	 	

7.0 bps
	 	

7.75 bps
	 	

9.75 bps
	 	

12.5 bps
	 	

18.25 bps
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Usage Fee (>50%)

	 	10.0 bps
	 	10.0 bps
	 	10.0 bps
	 	10.0 bps
	 	10.0 bps
	 	10.0 bps
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	All-In Drawn Spread

	 	40.0 bps
	 	45.0 bps
	 	50.0 bps
	 	60.0 bps
	 	75.0 bps
	 	100.0 bps
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 






For the purposes of this Schedule, the following terms have the following meanings, subject to
the final paragraph of this Schedule:



“Level I Status” exists at any date if, on such date, the Parent’s Moody’s Rating is A2 or
better or the Parent’s S&P Rating is A or better.



“Level II Status” exists at any date if, on such date, (a) the Parent has not qualified for
Level I Status and (ii) the Parent’s Moody’s Rating is A3 or better or the Parent’s S&P Rating is
A- or better.



“Level III Status” exists at any date if, on such date, (a) the Parent has not qualified for
Level I Status or Level II Status and (ii) the Parent’s Moody’s Rating is Baa1 or better or the
Parent’s S&P Rating is BBB+ or better.



“Level IV Status” exists at any date if, on such date, (a) the Parent has not qualified for
Level I Status, Level II Status or Level III Status and (ii) the Parent’s Moody’s Rating is Baa2 or
better or the Parent’s S&P Rating is BBB or better.



“Level V Status” exists at any date if, on such date, (a) the Parent has not qualified for
Level I Status, Level II Status, Level III Status or Level IV Status and (ii) the Parent’s Moody’s
Rating is Baa3 or better or the Parent’s S&P Rating is BBB- or better.



“Level VI Status” exists at any date if, on such date, the Parent has not qualified for Level
I Status, Level II Status, Level III Status, Level IV Status or Level V Status.



“Moody’s Rating” means, at any time, the rating issued by Moody’s and then in effect with
respect to the Parent’s senior unsecured long-term debt securities without third-party credit
enhancement.



“S&P Rating” means, at any time, the rating issued by S&P and then in effect with respect to
the Parent’s senior unsecured long-term debt securities without third-party credit enhancement.



“Status” means either Level I Status, Level II Status, Level III Status, Level IV Status,
Level V Status or Level VI Status.



The Applicable Margin and Applicable Fee Rate shall be determined in accordance with the
foregoing table based on the Parent’s Status as determined by the then-current Moody’s and S&P
Ratings. The credit rating in effect on any date for the purposes of this Schedule is that in
effect at the close of business on such date. If at any time the Parent has neither a Moody’s
Rating nor an S&P Rating, then Level VI Status, or such other pricing level as may be agreed by the
Parent, the Administrative Agent, and the Lenders, shall exist. If the credit ratings from Moody’s
and S&P fall within different categories, the Applicable Margin and Applicable Fee Rate shall be
based on the higher of the two ratings unless the lower rating is two or more levels below the
higher rating, in which case the rating which is one level above the lower rating will apply. If
at any time the Parent has only a single rating from either Moody’s or S&P, then the Applicable
Margin and Applicable Fee Rate shall be based on the sole remaining rating.



26




EXHIBIT A-1




FORM OF IN-HOUSE COUNSEL OPINION




See Attached






27






OCTOBER ___, 2005




JPMorgan Chase Bank, N.A., as Administrative Agent


600 Travis Street, 20th Floor


Houston, Texas 77002


Attention: Helen Carr



and



Each of the Financial Institutions


Identified on Schedule I hereto



Ladies and Gentlemen:



I have acted as General Counsel for Cooper Cameron Corporation, a Delaware corporation (the
“Parent”), and as Corporate Counsel for each of Cooper Cameron (U.K.) Limited, Cameron GmbH, Cooper
Cameron (Singapore) Pte. Ltd., Cooper Cameron (Luxembourg) SARL, and Cooper Cameron Canada Corp.
(each a “Borrowing Subsidiary” and collectively, the “Borrowing Subsidiaries”), in connection with
the Credit Agreement dated as of October      , 2005 (the “Credit Agreement”), among the Parent, the
Borrowing Subsidiaries, the Lenders from time to time party to the Credit Agreement, Calyon New
York Branch, as Syndication Agent, ABN AMRO Bank, N.V., as Documentation Agent, The Royal Bank of
Scotland plc, as Documentation Agent, Citibank, N.A., as Documentation Agent, and JPMorgan Chase
Bank, N.A., as Administrative Agent (“Agent”) providing for extensions of credit to the Parent and
the Borrowing Subsidiaries. Terms defined in the Credit Agreement, and not otherwise defined in
this opinion letter, have the meanings given them in the Credit Agreement.



This opinion is delivered to the addressees hereof upon the express instructions and request
of the Parent pursuant to Section 4.1.1(d) of the Credit Agreement.



In rendering the opinion expressed below, I have examined originals, or copies certified or
otherwise identified to my satisfaction, of such corporate records, agreements, instruments and
documents of the Parent and the Borrowing Subsidiaries, and certificates or other statements of
public officials and corporate officers, and have made such other investigation of fact and law, as
I have deemed necessary in connection with the opinions set forth herein. In my examination, I have
assumed the genuineness of all documents submitted to me as originals and the conformity to
originals of all documents submitted to me as copies.



Based upon the foregoing, and subject to the comments and exceptions hereinafter set forth,
and having regard for such legal considerations I deem relevant, I am of the opinion that:



1. The Parent is a corporation duly incorporated, validly existing and in good standing under
the laws of Delaware. The Parent is, to the extent required and appropriate under applicable law,
duly qualified, in good standing and duly authorized to conduct business as a foreign corporation
in the jurisdictions specified in Schedule II hereto.



2. The Parent has all requisite corporate power and authority to execute, deliver and perform
its obligations under each of the Loan Documents, as defined in the Credit Agreement, to which it
is a party, to own its assets and to carry on its business as presently conducted.



3. The execution, delivery and performance of the Parent and each Borrowing Subsidiary of each
of the Loan Documents to which it is a party do not (a) violate any provision of law, rule or
regulation (including, without limitation, Regulations T, U and X of the Board of Governors of the
Federal Reserve System), or of any order, writ, judgment, decree, determination or award, which is
presently in effect having applicability to such company, (b) conflict with or result in a breach
of, or constitute a default under, the certificate or articles of incorporation, bylaws or other
charter documents of the Parent or any Borrowing Subsidiary, (c) conflict with or result in a
breach of, or constitute a default under, any material indenture, loan or credit agreement or other
agreement or instrument for borrowed money known to me to which the Parent or any Borrowing
Subsidiary is a party or by which the Parent or any Borrowing Subsidiary or any of any such
company’s property is bound, or (d) result in or require the creation or imposition of any Lien of
any nature (except Liens permitted under the Credit Agreement) upon or with respect to any of the
properties now owned or hereafter acquired by the Parent or any Borrowing Subsidiary.



4. Each of the Loan Documents has been duly authorized, executed and delivered by the Parent
and any Borrowing Subsidiary party thereto.



5. No authorization, consent, approval, license, qualification or formal exemption from or
filing, declaration or registration with, any court, governmental agency or other regulatory
authority or any securities exchange is required in connection with the execution, delivery or
performance by the Parent or any Borrowing Subsidiary of the Loan Documents to which it is a party,
except such as have been previously obtained and remain in full force and effect.



6. There is no action, suit, proceeding, governmental investigation or arbitration pending or,
to my knowledge, threatened against the Parent or any Borrowing Subsidiary or any material property
thereof before any court or arbitrator or any governmental or administrative body, agency or
official which (a) challenges the validity, or seeks to enjoin the performance of, any Loan
Document or (b) could reasonably be expected to have a Material Adverse Effect.



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



8. The Parent is not a “holding company” or a “subsidiary company” of a “holding company”
within the meaning of the Public Utility Holding Company Act of 1935, as amended.



With respect to the opinion set forth in paragraph 1 above, to the extent appropriate, I have
relied exclusively upon certificates provided to me by the secretaries of state (or equivalent
officials) of the jurisdictions in which the Parent is incorporated and in which it is qualified to
do business.



With respect to the opinion set forth in paragraph 3 above, insofar as a review of the
indentures, loan or credit agreements or other agreements or instruments for borrowed money, I have
reviewed only those instruments filed with the Securities and Exchange Commission as an exhibit to
any of the Parent’s Form 10-Q, 10-K or 8-K reports or Registration Statements on Form S-4.



With respect to the opinion set forth in paragraph 6 above, I have made inquiry of those
attorneys in the legal department of the Parent who are responsible for managing litigation, have
caused a search of the pending litigation to be made in the District Clerk’s office for Harris
County, Texas and the Clerk for the U.S. District Court for the Southern District of Texas, and
have relied on the Parent’s disclosure of legal proceedings in its Form 10-K for the year ended
December 31, 2004.



This opinion is limited to the General Corporation Law of the State of Delaware and the
federal laws of the United States of America.



This opinion is limited to such laws and facts as they presently exist. I assume no
obligation to revise or supplement this opinion should the present General Corporation Law of the
State of Delaware or applicable federal laws of the United States of America be changed by
legislative action, judicial decision or otherwise.



This opinion letter is furnished solely for your benefit in connection with the transactions
referred to in the Credit Agreement and may not, without my permission, be circulated to, or relied
upon by, any other Person, except Porter & Hedges, L.L.P., the Agent, the Lenders, any party that
becomes a Participant, Lender or Agent under the Credit Agreement after the date hereof pursuant to
the terms of the Credit Agreement, and any of their respective auditors, attorneys, loan
participants, and assignees or as required by law or order of a court or other legal process.




Very truly yours,




William C. Lemmer



28




SCHEDULE I




Lenders




JPMorgan Chase Bank, N.A.


JPMorgan Chase Bank, N.A., Toronto Branch


Calyon New York Branch


ABN AMRO Bank N.V.


Citibank, N.A.


The Royal Bank of Scotland plc


UBS Loan Finance LLC


The Bank of Tokyo-Mitsubishi, Ltd.


DNB Nor Bank ASA


Amegy Bank National Association


SunTrust Bank



29




EXHIBIT A-2




FORM OF OUTSIDE COUNSEL OPINION




See Attached






30






October ___, 2005




JPMorgan Chase Bank, N.A., as Administrative Agent


600 Travis Street, 20th Floor


Houston, Texas 77002



and



Each of the Financial Institutions Identified on Schedule I hereto



and



Cooper Cameron Corporation


1333 West Loop South, Suite 1700


Houston, Texas 77027




	 	 	 	Attention: William C. Lemmer, General Counsel





Ladies and Gentlemen:



We have acted as special counsel to Cooper Cameron Corporation (the “Borrower”) and
Cooper Cameron (U.K.) Limited, Cameron GmbH, Cooper Cameron (Singapore) Pte. Ltd., Cooper Cameron
Canada Corp., and Cooper Cameron (Luxembourg) SARL (the “Borrowing Subsidiaries” and together with
the Borrower, the “Loan Parties”) in connection with the Credit Agreement dated as of October      ,
2005 (the “Credit Agreement”) among the Borrower, the Borrowing Subsidiaries, the Lenders from time
to time party to the Credit Agreement, Calyon New York Branch, as Syndication Agent, ABN AMRO Bank
N.V., as Documentation Agent, Citibank, N.A., as Documentation Agent, The Royal Bank of Scotland
plc, as Documentation Agent, and JPMorgan Chase Bank, N.A., as Administrative Agent (“Agent”),
providing for extensions of credit to the Loan Parties. Terms defined in the Credit Agreement, and
not otherwise defined in this opinion letter, have the meanings given them in the Credit Agreement.



This opinion letter is delivered to the addressees upon the express instruction and request of
the Borrower pursuant to Section 4.1.1(e) of the Credit Agreement.



In rendering the opinions expressed below, we have examined the Credit Agreement and the
Guaranty (collectively, the “Documents”), and originals or conformed copies of such corporate
records, agreements, and instruments of the Loan Parties, certificates of public officials and of
officers of such Persons, and such other documents and records, and such matters of law, as we have
deemed appropriate. We have relied upon the opinion, dated the date hereof, of William C. Lemmer,
General Counsel of the Borrower and Corporate Counsel of each Borrowing Subsidiary, with respect to
the organization, existence, good standing, power and capacity of the Borrower and the Borrowing
Subsidiaries. We have assumed (i) the genuineness of all signatures of, and the authority of,
persons signing the Documents on behalf of parties thereto other than the Loan Parties, (ii) the
authenticity of all documents submitted to us as originals, (iii) the conformity to authentic
original documents of all documents submitted to us as certified, conformed, or photostatic copies,
(iv) the due authorization, execution, and delivery of the Documents by the parties thereto other
than the Loan Parties, and (v) that all documents, books and records made available to us by the
Loan Parties are accurate and complete.



Based upon the foregoing, we are of the opinion that:



1. The execution, delivery and performance of the Documents to which the Borrower is a party
do not violate any provision of Texas law which is customarily applicable to the transactions of
the type contemplated in the Documents, and such Documents constitute the legal, valid and binding
obligations of the Borrower enforceable against it in accordance with their respective terms.



2. The execution, delivery and performance of the Documents to which each Borrowing Subsidiary
is a party do not violate any provision of Texas law which is customarily applicable to the
transactions of the type contemplated in the Documents, and such Documents constitute the legal,
valid and binding obligations of such Borrowing Subsidiary enforceable against it in accordance
with their respective terms.



3. No authorization, consent, approval, license, qualification or formal exemption from or
filing, declaration or registration with, any court, governmental agency or other regulatory
authority or any securities exchange is required in connection with the execution, delivery or
performance by any Loan Party of the Documents to which it is a party, except such as have been
previously obtained and remain in full force and effect.



The foregoing opinions are subject to the following assumptions, limitations, and
qualifications:



A. The enforceability of the Documents may be subject to: (i) bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer or similar laws affecting the enforcement of
creditors’ rights generally; (ii) general principles of equity (regardless of whether such
enforceability is considered in a proceeding at law or in equity); and (iii) matters of public
policy. Without limiting the foregoing, Texas courts or Federal courts applying Texas law may deny
or limit the enforceability of clauses or provisions that purport to: (i) give the right of
specific performance; (ii) limit or expand the rights of set-off; or (iii) limit jurisdiction of
any courts, establish any exclusive venue or establish evidentiary standards.



B. We express no opinion with respect to (i) the enforceability of provisions in the Documents
relating to delay or omission of enforcement of rights or remedies, or waivers of defenses, or
waivers of benefits of appraisement, valuation, stay, extension, moratorium, redemption, statutes
of limitation, or other nonwaivable benefits bestowed by operation of law; or (ii) the lawfulness
or enforceability of exculpation clauses, clauses relating to releases of unmatured claims, clauses
purporting to waive unmatured rights, severability clauses and similar clauses in the Documents.



C. Provisions of the Documents which permit the Agent or the Lenders to take action or make
determinations may be subject to a requirement that such action be taken or such determinations be
made on a reasonable basis and in good faith.



We are admitted to practice in the State of Texas and render no opinion as to matters
involving the laws of any jurisdiction other than the laws of the State of Texas and applicable
federal laws of the United States of America.



This opinion is limited to such laws and facts as they presently exist. We assume no
obligation to revise or supplement this opinion should the present laws of the State of Texas or
applicable federal laws of the United States of America be changed by legislative action, judicial
decision or otherwise.



This opinion letter is furnished solely for your benefit in connection with the transactions
referred to in the Credit Agreement and may not, without our permission, be circulated to, or
relied upon by, any other Person, except the Agent, the Lenders, any party that becomes a
Participant, Lender or Agent under the Credit Agreement after the date hereof pursuant to the terms
of the Credit Agreement, and any of their respective auditors, attorneys, loan participants, and
assignees or as required by law or order of a court or other legal process.



Very truly yours,



Porter & Hedges, L.L.P.



31




SCHEDULE I




JPMorgan Chase Bank, N.A.


JPMorgan Chase Bank, N.A., Toronto Branch


Calyon New York Branch


ABN AMRO Bank N.V.


Citibank, N.A.


The Royal Bank of Scotland plc


UBS Loan Finance LLC


The Bank of Tokyo-Mitsubishi, Ltd.


DNB Nor Bank ASA


Amegy Bank National Association


SunTrust Bank



32




EXHIBIT B




FORM OF COMPLIANCE CERTIFICATE





	 	 	 	To: The Lenders parties to the






Credit Agreement Described Below



This Compliance Certificate is furnished pursuant to that certain Credit Agreement dated as of
October 12, 2005, (as amended, modified, renewed or extended from time to time, the “Agreement”)
among Cooper Cameron Corporation (the “Parent”), Cooper Cameron (U.K.) Limited, Cameron GmbH,
Cooper Cameron (Singapore) Pte. Ltd., Cooper Cameron Canada Corp., Cooper Cameron (Luxembourg)
SARL, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent for the
Lenders and as LC Issuer. Unless otherwise defined herein, capitalized terms used in this
Compliance Certificate have the meanings ascribed thereto in the Agreement.



THE UNDERSIGNED HEREBY CERTIFIES THAT:



1. I am the duly elected      of the Parent;



2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under
my supervision, a detailed review of the transactions and conditions of the Parent and its
Subsidiaries during the accounting period covered by the attached financial statements;



3. The examinations described in Section 2 did not disclose, and I have no knowledge of, the
existence of any condition or event which constitutes a Default or Unmatured Default during or at
the end of the accounting period covered by the attached financial statements or as of the date of
this Certificate, except as set out below; and



4. Schedule I attached hereto sets forth financial data and computations evidencing the
Parent’s compliance with certain covenants of the Agreement, all of which data and computations are
true, complete and correct.



5. With respect to the determination of the interest rates to be paid for Advances, the LC Fee
rates, and the commitment fee rates commencing on the fifth day following the delivery hereof,
Level [     ] Status (as defined in the Pricing Schedule) exists as of the date hereof.



6. Schedule II attached hereto sets forth the various reports and deliveries which are
required at this time under the Credit Agreement and the other Loan Documents and the status of
compliance.



Described below are the exceptions, if any, to Section 3 by listing, in detail, the nature of
the condition or event, the period during which it has existed and the action which any Borrower
has taken, is taking, or proposes to take with respect to each such condition or event:



7. The [quarterly] [annual] financial statements required to be furnished by Parent under
Section 6.1[(a)][(b)] of the Agreement are available on-line through EDGAR.



The foregoing certifications, together with the computations set out in Schedule I hereto and
the financial statements delivered with this Certificate in support hereof, are made and delivered
this day of      , 200     .



33



SCHEDULE I TO COMPLIANCE CERTIFICATE




Compliance as of __________ ___, 200__ with




Provisions of Sections 6.20 of the Agreement






34






SCHEDULE II TO COMPLIANCE CERTIFICATE




35




Reports and Deliveries Currently Due

EXHIBIT C




form of ASSIGNMENT AGREEMENT




This Assignment Agreement (this “Assignment Agreement”) between      (the
“Assignor”) and      (the “Assignee”) is dated as of      , 200     .
The parties hereto agree as follows:



1. PRELIMINARY STATEMENT. The Assignor is a party to a Credit Agreement (which, as it
may be amended, modified, renewed or extended from time to time is herein called the “Credit
Agreement”) described in Item 1 of Schedule 1 attached hereto (“Schedule 1”). Capitalized terms
used herein and not otherwise defined herein shall have the meanings attributed to them in the
Credit Agreement.



2. ASSIGNMENT AND ASSUMPTION. The Assignor hereby sells and assigns to the Assignee,
and the Assignee hereby purchases and assumes from the Assignor, an interest in and to the
Assignor’s rights and obligations under the Credit Agreement and the other Loan Documents, such
that after giving effect to such assignment the Assignee shall have purchased pursuant to this
Assignment Agreement the percentage interest specified in Item 3 of Schedule 1 of all outstanding
rights and obligations under the Credit Agreement and the other Loan Documents relating to the
facilities listed in Item 3 of Schedule 1. The aggregate Commitment (or Outstanding Credit
Exposure, if the applicable Commitment has been terminated) purchased by the Assignee hereunder is
set out in Item 4 of Schedule 1.



3. EFFECTIVE DATE. The effective date of this Assignment Agreement (the “Effective
Date”) shall be the later of the date specified in Item 5 of Schedule 1 or two (2) Business Days
(or such shorter period agreed to by the Administrative Agent) after this Assignment Agreement,
together with any consents required under the Credit Agreement, are delivered to the Administrative
Agent. In no event will the Effective Date occur if the payments required to be made by the
Assignee to the Assignor on the Effective Date are not made on the proposed Effective Date.



4. PAYMENT OBLIGATIONS. In consideration for the sale and assignment of Outstanding
Credit Exposure hereunder, the Assignee shall pay the Assignor, on the Effective Date, the amount
agreed to by the Assignor and the Assignee. On and after the Effective Date, the Assignee shall be
entitled to receive from the Administrative Agent all payments of principal, interest,
Reimbursement Obligations, and fees with respect to the interest assigned hereby. The Assignee
will promptly remit to the Assignor any interest on Loans and fees received from the Administrative
Agent which relate to the portion of the Commitment or Outstanding Credit Exposure assigned to the
Assignee hereunder for periods prior to the Effective Date and not previously paid by the Assignee
to the Assignor. In the event that either party hereto receives any payment to which the other
party hereto is entitled under this Assignment Agreement, then the party receiving such amount
shall promptly remit it to the other party hereto.



5. RECORDATION FEE. The Assignor and Assignee each agree to pay one-half of the
recordation fee required to be paid to the Administrative Agent in connection with this Assignment
Agreement unless otherwise specified in Item 6 of Schedule 1.



6. REPRESENTATIONS OF THE ASSIGNOR; LIMITATIONS ON THE ASSIGNOR’S LIABILITY. The
Assignor represents and warrants that (a) it is the legal and beneficial owner of the interest
being assigned by it hereunder, (ii) such interest is free and clear of any adverse claim created
by the Assignor and (iii) the execution and delivery of this Assignment Agreement by the Assignor
is duly authorized. It is understood and agreed that the assignment and assumption hereunder are
made without recourse to the Assignor and that the Assignor makes no other representation or
warranty of any kind to the Assignee. Neither the Assignor nor any of its officers, directors,
employees, agents or attorneys shall be responsible for (a) the due execution, legality, validity,
enforceability, genuineness, sufficiency or collectability of any Loan Document, including without
limitation, documents granting the Assignor and the other Lenders a security interest in assets of
any Borrower or any guarantor, (ii) any representation, warranty or statement made in or in
connection with any of the Loan Documents, (iii) the financial condition or creditworthiness of any
Borrower or any guarantor, (iv) the performance of or compliance with any of the terms or
provisions of any of the Loan Documents, (v) inspecting any of the property, books or records of
any Borrower, (vi) the validity, enforceability, perfection, priority, condition, value or
sufficiency of any collateral securing or purporting to secure the Loans or (vii) any mistake,
error of judgment, or action taken or omitted to be taken in connection with the Loans or the Loan
Documents.



7. REPRESENTATIONS AND UNDERTAKINGS OF THE ASSIGNEE. The Assignee (a) confirms that
it has received a copy of the Credit Agreement, together with copies of the financial statements
requested by the Assignee and such other documents and information as it has deemed appropriate to
make its own credit analysis and decision to enter into this Assignment Agreement, (ii) agrees that
it will, independently and without reliance upon the Administrative Agent, the Assignor or any
other Lender and based on such documents and information at it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under the Loan Documents,
(iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf
and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent
by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) confirms
that the execution and delivery of this Assignment Agreement by the Assignee is duly authorized,
(v) agrees that it will perform in accordance with their terms all of the obligations which by the
terms of the Loan Documents are required to be performed by it as a Lender, (vi) agrees that its
payment instructions and notice instructions are as set out in the attachment to Schedule 1, (vii)
confirms that none of the funds, monies, assets or other consideration being used to make the
purchase and assumption hereunder are “plan assets” as defined under ERISA and that its rights,
benefits and interests in and under the Loan Documents will not be “plan assets” under ERISA,
(viii) agrees to indemnify and hold the Assignor harmless against all losses, costs and expenses
(including, without limitation, reasonable attorneys’ fees) and liabilities incurred by the
Assignor in connection with or arising in any manner from the Assignee’s non-performance of the
obligations assumed under this Assignment Agreement, and (ix) if applicable, attaches the forms
prescribed by the Internal Revenue Service of the United States certifying that the Assignee is
entitled to receive payments under the Loan Documents without deduction or withholding of any
United States federal income taxes.



8. GOVERNING LAW. This Assignment Agreement shall be governed by the internal law,
and not the law of conflicts, of the State of Texas.



9. NOTICES. Notices shall be given under this Assignment Agreement in the manner set
out in the Credit Agreement. For the purpose hereof, the addresses of the parties hereto (until
notice of a change is delivered) shall be the address set out in the attachment to Schedule 1.



10. COUNTERPARTS; DELIVERY BY FACSIMILE. This Assignment Agreement may be executed in
counterparts. Transmission by facsimile of an executed counterpart of this Assignment Agreement
shall be deemed to constitute due and sufficient delivery of such counterpart and such facsimile
shall be deemed to be an original counterpart of this Assignment Agreement.



IN WITNESS WHEREOF, the duly authorized officers of the parties hereto have executed this
Assignment Agreement by executing Schedule 1 hereto as of the date first above written.



36



SCHEDULE 1




to Assignment Agreement




1. Description and Date of Credit Agreement:




Credit Agreement dated as of October 12, 2005, is among Cooper Cameron Corporation, a
Delaware corporation, the other Borrowers named therein, the Lenders and JPMorgan Chase
Bank, N.A., a national banking association, as Administrative Agent.



	 	 	 	 	 
	2. Date of Assignment Agreement:
	 	 	__________ __, 200___	 
	 
	 	 	 	 
	3. Amounts (as of date of item 2 above):
	 	 	 	 
	a. Assignee’s percentage of
Commitment (or Outstanding
Credit Exposure with respect to
terminated Commitments)
purchased under the Assignment
Agreement*
	 	 	—	%
	b. Amount of Commitment (or
Outstanding Credit Exposure with
respect to terminated
Commitments) purchased under the
Assignment Agreement**
	 	$	—	 
	4. Assignee’s Commitment (or Outstanding
Credit Exposure with respect to terminated
Commitments) purchased hereunder:
	 	$	—	 
	5. Proposed Effective Date:
	 	 	__________ __, 200___	 
	6. Non-standard Recordation Fee Arrangement
	 	 	N/A	**
	 
	 	[Assignor/Assignee to
	   pay

	 
	 	100% of fee]
	 
	 	[Fee waived by
	   Administrative Agent]







37




	 	 	 
	Accepted and Agreed:

	 	

	[NAME OF ASSIGNOR][NAME OF ASSIGNEE]

By:

	 	

By:
	 

	 	 
	Title:

	 	Title:
	 

	 	 
	 
	 	 
	ACCEPTED AND CONSENTED TO BY

COOPER CAMERON CORPORATION***

	 	ACCEPTED AND CONSENTED TO BY

JPMORGAN CHASE BANK, N.A.
	 
	 	 
	By:

	 	By:
	 

	 	 
	Title:

	 	Title:
	 

	 	 






• Percentage taken to 10 decimal places


** If fee is split 50-50, pick N/A as option


*** Delete if not required by Credit Agreement



38



Attachment to SCHEDULE 1 to ASSIGNMENT AGREEMENT




ADMINISTRATIVE INFORMATION SHEET




Attach Assignor’s Administrative Information Sheet, which must




include notice addresses for the Assignor and the Assignee




(Sample form shown below)




ASSIGNOR INFORMATION




	 	 	 
	Contact:

	 	

	 

	 	

	Name:

	 	Telephone No.:
	 

	 	

	Fax No.:

	 	Telex No.:
	 

	 	 
	
 
	 	Answerback:
	
 
	 	 
	Payment Information:

	 	

	 

	 	

	Name & ABA # of Destination Bank:

	 	

	
 
	 	 






Account Name & Number for Wire Transfer:



Other Instructions:



Address for Notices for Assignor:



ASSIGNEE INFORMATION




	 	 	 
	Credit Contact:

	 	

	 

	 	

	Contact:

	 	

	 

	 	

	Name:

	 	Telephone No.:
	 

	 	 
	Fax No.:

	 	Telex No.:
	 

	 	 
	
 
	 	Answerback:
	
 
	 	 
	 
	 	 






39




	 	 	 
	 
	 	 
	Key Operations Contacts:

	 	

	 

	 	

	Booking Installation:

	 	Booking Installation:
	 

	 	

	Name:

	 	Name:
	 

	 	 
	Telephone No.:

	 	Telephone No.:
	 

	 	 
	Fax No.:

	 	Fax No.:
	 

	 	 
	Telex No.:

	 	Telex No.:
	 

	 	 
	Answerback:

	 	Answerback:
	 

	 	 
	 
	 	 
	Payment Information:

	 	

	 

	 	

	Name & ABA # of Destination Bank:

	 	

	
 
	 	 






Account Name & Number for Wire Transfer:



Other Instructions:



Address for Notices for Assignor:



40



JPMORGAN INFORMATION




Assignee will be called promptly upon receipt of the signed agreement.




	 	 	 
	Initial Funding Contact:

	 	Subsequent Operations Contact:
	 

	 	 
	 
	 	 
	Name:

	 	Name:
	 

	 	 
	Telephone No.:

	 	Telephone No.:
	 

	 	 
	Fax No.:

	 	Fax No.:
	 

	 	 






Initial Funding Standards:



Libor — Fund 2 days after rates are set.



JPMorgan Wire Instructions: JPMorgan Chase Bank, N.A., ABA #02100021




LS2 Incoming Account #9008109962




Ref: Cooper Cameron Corp



41




EXHIBIT D




FORM OF LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION




	 	 	 
	To JPMorgan Chase Bank, N.A.,

	 	

	 
	 	 
	as Administrative Agent (the “Administrative Agent”) under the Credit Agreement

	 
	 	 
	Described Below.

Re:

	 	

Credit Agreement dated October 12, 2005 (as the same may be amended or modified,

the “Credit Agreement”), among Cooper Cameron Corporation, the Lenders named

therein, the LC Issuer, and the Administrative Agent. Capitalized terms used

herein and not otherwise defined herein shall have the meanings assigned thereto

in the Credit Agreement.






The Administrative Agent is specifically authorized and directed to act upon the following
standing money transfer instructions with respect to the proceeds of Advances or other extensions
of credit from time to time until receipt by the Administrative Agent of a specific written
revocation of such instructions by any Borrower, provided that the Administrative Agent may
otherwise transfer funds as hereafter directed in writing by any Borrower in accordance with
Section 13.1 of the Credit Agreement or based on any telephonic notice made in accordance with
Section 2.14 of the Credit Agreement.



Facility Identification Number(s)



Customer/Account Name



Transfer Funds To



	 	 	 
	For Account No.

	 	

	 

	 	 
	Reference/Attention To

	 	

	 

	 	 
	Authorized Officer (Customer Representative)

	 	Date
	
 
	 	 
	 
	 	 
	 

	 	 
	(Please Print)

Bank Officer Name

	 	Signature

Date
	 
	 	 
	 

	 	 
	(Please Print)

	 	Signature






42




(Deliver Completed Form to Credit Support Staff For Immediate Processing)

EXHIBIT E




FORM OF NOTE




[Date]



[Cooper Cameron Corporation, a Delaware corporation] (the “Borrower”), promises to pay to the
order of      (the “Lender”) the aggregate unpaid principal amount
of all Loans made by the Lender to any Borrower pursuant to Article II of the Agreement (as
hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank,
N.A. in Chicago, Illinois, as Administrative Agent, together with interest on the unpaid principal
amount hereof at the rates and on the dates set out in the Agreement. The Borrower shall pay the
principal of and accrued and unpaid interest on the Loans in full on the Commitment Maturity Date.



The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to
otherwise record in accordance with its usual practice, the date and amount of each Loan and the
date and amount of each principal payment hereunder.



This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the
Credit Agreement dated as of October 12, 2005 (which, as it may be amended or modified and in
effect from time to time, is herein called the “Agreement”), among the Borrower, the lenders party
thereto, including the Lender, and JPMorgan Chase Bank, N.A., As Administrative Agent, to which
Agreement reference is hereby made for a statement of the terms and conditions governing this Note,
including the terms and conditions under which this Note may be prepaid or its maturity date
accelerated. This Note is guaranteed pursuant to the Guaranty, all as more specifically described
in the Agreement, and reference is made thereto for a statement of the terms and provisions
thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings
attributed to them in the Agreement.



[COOPER CAMERON CORPORATION]



By:

Print Name:

Title:




43



SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL




	 	 	 	 	 	 	 	 	 
	Date

	 	Principal

Amount of

Loan
	 	Maturity

of Interest

Period
	 	Principal

Amount

Paid
	 	

Unpaid

Balance
	 

	 	 
	 	 
	 	 
	 	 






44




EXHIBIT F




FORM OF JOINDER AGREEMENT




Reference is made to the Credit Agreement dated as of October 12, 2005 (as amended, modified,
or supplemented from time-to-time, the “Credit Agreement”) among Cooper Cameron Corporation, a
Delaware corporation (the “Parent”), the other borrowers named therein (together with the Parent,
the “Borrowers”), the lenders party thereto (the “Lenders”), and JPMorgan Chase Bank, N.A., as
agent for the Lenders (the “Administrative Agent”) and as LC Issuer. Capitalized terms used herein
but not defined herein shall have the meanings specified by the Credit Agreement.
     , a      corporation (the “Borrowing Subsidiary”), hereby
agrees with the Administrative Agent, the Lenders and the Borrowers as follows:



In accordance with Section 2.24 of the Credit Agreement, the Borrowing Subsidiary hereby (a)
joins the Credit Agreement as a party thereto and shall have all the rights of a Borrower and
assumes all the obligations of a Borrower under the Credit Agreement and the other Loan Documents
to which the other Borrowing Subsidiaries are a party, (b) agrees to be bound by the provisions of
the Credit Agreement or such other Loan Documents as if the Borrowing Subsidiary had been an
original party to the Credit Agreement or such other Loan Documents, and (c) confirms that, after
joining the Credit Agreement and the other Loan Documents as set forth above, the representations
and warranties set forth in the Credit Agreement and the other Loan Documents with respect to the
Borrowing Subsidiary are true and correct in all material respects as of the date of this Joinder
Agreement and that no Default or Unmatured Default has occurred and is continuing.



The Borrowing Subsidiary shall cooperate with the Administrative Agent and the Lenders and
execute such further instruments and documents as the Administrative Agent or the Lenders shall
reasonably request to effect, to the reasonable satisfaction of the Administrative Agent and the
Lenders, the purposes of this Joinder Agreement.



THIS WRITTEN AGREEMENT AND THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF
THE PARTIES.



THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.



IN WITNESS WHEREOF this Joinder Agreement is executed and delivered as of the      day of
     , 20     .




[BORROWING SUBSIDIARY]




By:

Name:

Title:




45




EXHIBIT G




FORM OF GUARANTY




[See attached.]






46






GUARANTY




This Guaranty is made as of October      , 2005 (“Guaranty”), by Cooper Cameron Corporation, a
Delaware corporation (the “Guarantor”), in favor of the Administrative Agent and the Lenders (as
hereinafter defined).



R E C I T A L S:




A. The Guarantor, Cooper Cameron (U.K.) Limited (the “UK Borrower”), Cameron GmbH (the “German
Borrower”), Cooper Cameron (Singapore) Pte. Ltd. (the “Singapore Borrower”), Cooper Cameron Canada
Corp. (the “Canadian Borrower”), Cooper Cameron (Luxembourg) SARL (the “Luxembourg Borrower”), the
financial institutions named therein (the “Lenders”), Calyon New York Branch, as Syndication Agent,
ABN AMRO Bank N.V., Citibank, N.A., and The Royal Bank of Scotland plc, as Documentation Agents,
and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”) and as LC
Issuer, have entered into a certain Credit Agreement dated as of the date hereof (as from time to
time modified, supplemented or amended, the “Credit Agreement”). Each capitalized term used but
not otherwise defined herein shall have the meaning ascribed to such term by the Credit Agreement.



B. The Guarantor is the parent of the UK Borrower, the German Borrower, the Singapore
Borrower, the Canadian Borrower, and the Luxembourg Borrower and will receive substantial and
direct benefits from the extensions of credit contemplated by the Credit Agreement and is entering
into this Guaranty to induce the Administrative Agent and the Lenders to enter into the Credit
Agreement and extend credit to the Borrowing Subsidiaries thereunder.



C. The execution and delivery of this Guaranty is a condition precedent to the obligation of
the Lenders to extend credit to the Borrowing Subsidiaries pursuant to the Credit Agreement.



NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration and
as an inducement to the Lenders to enter into the Credit Agreement and extend credit to the
Borrowing Subsidiaries, the Guarantor hereby agrees as follows:



1. The Guarantor hereby absolutely, irrevocably and unconditionally guarantees prompt, full
and complete payment when due, whether at stated maturity, upon acceleration or otherwise, and at
all times thereafter, of (a) the principal of and interest on the Loans made by the Lenders to, and
the Note(s) held by each Lender of, each Borrowing Subsidiary and (b) all other amounts from time
to time owing to the Lenders or the Administrative Agent by each Borrowing Subsidiary under the
Credit Agreement, the Notes and the other Loan Documents, including without limitation all
“Obligations” (as defined in the Credit Agreement) of the Borrowing Subsidiaries (collectively, the
“Guaranteed Debt”). This is a guaranty of payment, not a guaranty of collection.



2. The Guarantor waives notice of the acceptance of this Guaranty and of the extension or
incurrence of the Guaranteed Debt or any part thereof. The Guarantor further waives presentment,
protest, notice, filing of claims with a court in the event of receivership, bankruptcy or
reorganization of any Borrowing Subsidiary, demand or action on delinquency in respect of the
Guaranteed Debt or any part thereof, including any right to require the Administrative Agent or the
Lenders to sue any Borrowing Subsidiary, any other guarantor or any other person obligated with
respect to the Guaranteed Debt or any part thereof, or otherwise to enforce payment thereof against
any collateral securing the Guaranteed Debt or any part thereof.



3. The Guarantor hereby agrees that, to the fullest extent permitted by law, its obligations
hereunder shall be continuing, absolute and unconditional under any and all circumstances and not
subject to any reduction, limitation, impairment, termination, defense (other than payment in full,
subject however to Section 8 hereof), reduction by setoff or counterclaim, or recoupment whatsoever
(all of which are hereby expressly waived by it to the fullest extent permitted by law), whether by
reason of any claim of any character whatsoever, including, without limitation, any claim of
waiver, release, surrender, alteration or compromise. The validity and enforceability of this
Guaranty shall not be impaired or affected by any of the following: (a) any extension, modification
or renewal of, or indulgence with respect to, or substitution for, the Guaranteed Debt or any part
thereof or any agreement relating thereto at any time; (b) any failure or omission to perfect or
maintain any lien on, or preserve rights to, any security or collateral or to enforce any right,
power or remedy with respect to the Guaranteed Debt or any part thereof or any agreement relating
thereto, or any collateral securing the Guaranteed Debt or any part thereof; (c) any waiver of any
right, power or remedy or of any default with respect to the Guaranteed Debt or any part thereof or
any agreement relating thereto or with respect to any collateral securing the Guaranteed Debt or
any part thereof; (d) any release, surrender, compromise, settlement, waiver, subordination or
modification, with or without consideration, of any collateral securing the Guaranteed Debt or any
part thereof, any other guaranties with respect to the Guaranteed Debt or any part thereof, or any
other obligations of any person thereof; (e) the enforceability or validity of the Guaranteed Debt
or any part thereof or the genuineness, enforceability or validity of any agreement relating
thereto or with respect to any collateral securing the Guaranteed Debt or any part thereof; (f) the
application of payments received from any source to the payment of indebtedness other than the
Guaranteed Debt, any part thereof or amounts which are not covered by this Guaranty even though the
Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed
Debt or to amounts which are not covered by this Guaranty; (g) any change of ownership of any
Borrowing Subsidiary or the insolvency, bankruptcy or any other change in legal status of any
Borrowing Subsidiary; (h) any change in, or the imposition of, any law, decree, regulation or other
governmental act which does or might impair, delay or in any way affect the validity,
enforceability or the payment when due of the Guaranteed Debt; (i) the failure of any Borrowing
Subsidiary to maintain in full force, validity or effect or to obtain or renew when required all
governmental and other approvals, licenses or consents required in connection with the Guaranteed
Debt or this Guaranty, or to take any other action required in connection with the performance of
all obligations pursuant to the Guaranteed Debt or this Guaranty; (j) the existence of any claim,
setoff or other rights which the Guarantor may have at any time against any Borrowing Subsidiary or
any other guarantor in connection herewith or with any unrelated transaction; (k) the Lenders’
election, in any case or proceeding instituted under Chapter 11 of the United States Bankruptcy
Code, of the application of Section 1111(b)(2) of the United States Bankruptcy Code; (l) any
borrowing, use of cash collateral, or grant of a security interest by any Borrowing Subsidiary, as
debtor in possession, under Section 363 of the United States Bankruptcy Code; (m) the disallowance
of all or any portion of any of the Lenders’ claims for repayment of the Guaranteed Debt under
Section 502 or 506 of the United States Bankruptcy Code; or (n) any other fact or circumstance
which might otherwise constitute grounds at law or equity for the discharge or release of the
Guarantor from its obligations hereunder, all whether or not the Guarantor shall have had notice or
knowledge of any act or omission referred to in the foregoing clauses (a) through (n) of this
paragraph. It is agreed that the Guarantor’s liability hereunder is independent of any other
guaranties or other obligations at any time in effect with respect to the Guaranteed Debt or any
part thereof and that the Guarantor’s liability hereunder may be enforced regardless of the
existence, validity, enforcement or non-enforcement of any such other guaranties or other
obligations or any provision of any applicable law or regulation purporting to prohibit payment by
any Borrowing Subsidiary of the Guaranteed Debt in the manner agreed upon among the Administrative
Agent, the Lenders and the Borrowing Subsidiaries.



4. Credit may be granted or continued from time to time by the Lenders to any Borrowing
Subsidiary without notice to or authorization from the Guarantor regardless of such Borrowing
Subsidiary’s financial or other condition at the time of any such grant or continuation. Neither
the Administrative Agent nor any Lender shall have an obligation to disclose or discuss with the
Guarantor its assessment of the financial condition of any Borrowing Subsidiary.



5. Until the payment in full of the Obligations and termination of all commitments which could
give rise to any Obligation, the Guarantor shall have no right of subrogation with respect to the
Guaranteed Debt and hereby waives, until such payment occurs, any right to enforce any remedy which
the Administrative Agent or the Lenders now have or may hereafter have against any Borrowing
Subsidiary, any endorser or any other guarantor of all or any part of the Guaranteed Debt, and the
Guarantor hereby waives, until such payment occurs, any benefit of, and any right to participate
in, any security or collateral given to the Administrative Agent or the Lenders to secure payment
of the Guaranteed Debt or any part thereof or any other liability of any Borrowing Subsidiary to
the Administrative Agent or the Lenders.



6. The Guarantor authorizes the Lenders to take any action or exercise any remedy, in each
case, as permitted or available at law or equity, with respect to any collateral from time to time
securing the Guaranteed Debt, which the Lenders in their sole discretion shall determine, without
notice to the Guarantor. Notwithstanding any reference herein to any collateral securing any of
the Guaranteed Debt, it is acknowledged that, on the date hereof, neither the Guarantor nor any of
its Subsidiaries has granted, or has any obligation to grant, any security interest in or other
lien on any of its property as security for the Guaranteed Debt.



7. In the event the Lenders in their sole discretion elect to give notice of any action with
respect to any collateral securing the Guaranteed Debt or any part thereof, 10 days’ written notice
mailed to the Guarantor by ordinary mail at the address shown hereon shall be deemed reasonable
notice of any matters contained in such notice. The Guarantor consents and agrees that neither the
Administrative Agent nor the Lenders shall be under any obligation to marshal any assets in favor
of the Guarantor or against or in payment of any or all of the Guaranteed Debt.



8. In the event that acceleration of the time for payment of any of the Guaranteed Debt is
stayed upon the insolvency, bankruptcy, administration or reorganization of any Borrowing
Subsidiary, or otherwise, all such amounts shall nonetheless be payable by the Guarantor forthwith
upon demand by the Administrative Agent or the Lenders. The Guarantor further agrees that, to the
extent that any Borrowing Subsidiary makes a payment or payments to any of the Lenders on the
Guaranteed Debt, or the Administrative Agent or the Lenders receive any proceeds of collateral
securing the Guaranteed Debt, which payment or receipt of proceeds or any part thereof is
subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be
returned or repaid to such Borrowing Subsidiary, its estate, trustee, receiver, debtor in
possession or any other party, including, without limitation, the Guarantor, under any insolvency
or bankruptcy law, state, federal, or foreign law, common law or equitable cause, then to the
extent of such payment, return or repayment, the obligation or part thereof which has been paid,
reduced or satisfied by such amount shall be reinstated and continued in full force and effect as
of the date when such initial payment, reduction or satisfaction occurred.



9. No delay on the part of the Administrative Agent or the Lenders in the exercise of any
right, power or remedy shall operate as a waiver thereof, and no single or partial exercise by the
Administrative Agent or the Lenders of any right, power or remedy shall preclude any further
exercise thereof; nor shall any amendment, supplement, modification or waiver of any of the terms
or provisions of this Guaranty be binding upon the Administrative Agent or the Lenders, except as
expressly set forth in a writing duly signed and delivered on the Lenders’ behalf by the
Administrative Agent. The failure by the Administrative Agent or the Lenders at any time or times
hereafter to require strict performance by any Borrowing Subsidiary or the Guarantor of any of the
provisions, warranties, terms and conditions contained in any promissory note, security agreement,
agreement, guaranty, instrument or document now or at any time or times hereafter executed pursuant
to the terms of, or in connection with, the Credit Agreement by any Borrowing Subsidiary or the
Guarantor and delivered to the Administrative Agent or the Lenders shall not waive, affect or
diminish any right of the Administrative Agent or the Lenders at any time or times hereafter to
demand strict performance thereof, and such right shall not be deemed to have been waived by any
act or knowledge of the Administrative Agent or the Lenders, their agents, officers or employees,
unless such waiver is contained in an instrument in writing duly signed and delivered on the
Lenders’ behalf by the Administrative Agent. No waiver by the Administrative Agent or the Lenders
of any default shall operate as a waiver of any other default or the same default on a future
occasion, and no action by the Administrative Agent or the Lenders permitted hereunder shall in any
way affect or impair the Administrative Agent’s or the Lenders’ rights or powers, or the
obligations of the Guarantor under this Guaranty. Any determination by a court of competent
jurisdiction of the amount of any Guaranteed Debt owing by the Borrower to the Lenders shall be
conclusive and binding on the Guarantor irrespective of whether the Guarantor was a party to the
suit or action in which such determination was made.



10. Subject to the provisions of Section 8 hereof, this Guaranty shall continue in effect
until the Credit Agreement has terminated, the Guaranteed Debt has been paid in full and the other
conditions of this Guaranty have been satisfied.



11. In addition to and without limitation of any rights, powers or remedies of the
Administrative Agent or the Lenders under applicable law, any time after maturity of the Guaranteed
Debt, whether by acceleration or otherwise, the Administrative Agent or the Lenders may, in their
sole discretion, with notice after the fact to the Guarantor and regardless of the acceptance of
any security or collateral for the payment hereof, appropriate and apply toward the payment of the
Guaranteed Debt (a) any indebtedness due or to become due from any of the Lenders to the Guarantor,
and (b) any moneys, credits or other property belonging to the Guarantor (including all account
balances, whether provisional or final and whether or not collected or available) at any time held
by or coming into the possession of any of the Administrative Agent or any Lender whether for
deposit or otherwise.



12. The Guarantor agrees to pay all costs, fees and expenses (including reasonable attorneys’
fees of the Administrative Agent or a Lender) incurred by the Administrative Agent or any Lender in
collecting or enforcing the obligations of the Guarantor under this Guaranty.



13. This Guaranty shall bind the Guarantor and its successors and assigns and shall inure to
the benefit of the Administrative Agent, the Lenders and their successors and assigns. All
references herein to the Lenders shall for all purposes also include all Participants, subject to
the provisions of Section 12.2 of the Credit Agreement. All references herein to a Borrowing
Subsidiary shall be deemed to include its respective successors and assigns including, without
limitation, a receiver, trustee or debtor in possession of or for such Borrowing Subsidiary.



14. THIS GUARANTY SHALL BE CONSTRUED AND THE RIGHTS AND LIABILITIES OF THE ADMINISTRATIVE
AGENT, THE LENDERS AND THE GUARANTOR DETERMINED, IN ACCORDANCE WITH THE INTERNAL LAWS, WITHOUT
REGARD TO CONFLICT OF LAWS PROVISIONS, OF THE STATE OF TEXAS, BUT GIVING EFFECT TO FEDERAL LAWS
APPLICABLE TO NATIONAL BANKS. EACH OF THE GUARANTOR AND, BY THEIR ACCEPTANCE HEREOF, THE
ADMINISTRATIVE AGENT AND EACH LENDER, HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION
OF ANY UNITED STATES FEDERAL OR TEXAS STATE COURT SITTING IN HOUSTON, TEXAS, IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY, AND HEREBY IRREVOCABLY AGREES THAT ALL
CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND
IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT,
ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. THE
GUARANTOR WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT, AND CONSENTS THAT ALL SUCH
SERVICE OF PROCESS BE MADE BY MESSENGER OR BY REGISTERED MAIL DIRECTED TO THE GUARANTOR AT THE
ADDRESS INDICATED IN THE CREDIT AGREEMENT, AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED
THREE DAYS AFTER THE SAME SHALL HAVE BEEN POSTED AS AFORESAID. NOTHING HEREIN SHALL AFFECT THE
RIGHT OF THE ADMINISTRATIVE AGENT OR THE LENDERS TO SERVE LEGAL PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT OR THE LENDERS TO BRING ANY ACTION
OR PROCEEDING AGAINST THE GUARANTOR OR ITS PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION. ANY
JUDICIAL PROCEEDING BY THE GUARANTOR AGAINST THE ADMINISTRATIVE AGENT OR ANY LENDER OR ANY
AFFILIATE OF THE ADMINISTRATIVE AGENT OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER
IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS GUARANTY SHALL BE BROUGHT ONLY IN A
COURT IN HOUSTON, TEXAS; PROVIDED, THAT SUCH PROCEEDINGS MAY BE BROUGHT IN OTHER COURTS IF
JURISDICTION MAY NOT BE OBTAINED IN A COURT IN HOUSTON, TEXAS.



15. EACH OF THE GUARANTOR AND, BY THEIR ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND EACH
LENDER, WAIVES TRIAL BY JURY WITH RESPECT TO DISPUTES ARISING HEREUNDER.



16. Wherever possible, each provision of this Guaranty shall be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this Guaranty shall be
prohibited by or invalid under such law, such provision shall be ineffective to the extent of such
prohibition or invalidity without invalidating the remainder of such provision or the remaining
provisions of this Guaranty.



17. Except as otherwise expressly provided herein, any notice required or desired to be
served, given or delivered to any party hereto under this Guaranty shall be in writing by telex,
facsimile, U.S. mail or overnight courier and addressed or delivered to such party at its address
set forth in the Credit Agreement, or to such other address as the Administrative Agent or the
Lenders or the Guarantor designates to the Administrative Agent in writing. All notices by United
States mail shall be sent certified mail, return receipt requested. All notices hereunder shall be
effective upon delivery or refusal of receipt; provided that any notice transmitted by
telex or facsimile shall be deemed given when transmitted (answerback confirmed in the case of
telexes).



18. As of the date hereof, both the Guaranteed Debt and the obligations of the Guarantor
hereunder are unsecured. The various references herein to security or collateral for the
Guaranteed Debt and/or such obligations shall not be deemed to grant any security or collateral to
the Administrative Agent or the Lenders and shall be operative only to the extent that after the
date hereof such security or collateral is granted (it being understood that neither the Guarantor
nor any of the Borrowing Subsidiaries has any obligation to grant such security or collateral).



47



IN WITNESS WHEREOF, the Guarantor has entered into this Guaranty as of the      day of October
2005.




COOPER CAMERON CORPORATION




By:

Name:

Title:




48




SCHEDULE 1




SUBSIDIARIES




(SEE SECTION 5.7)




[See attached.]




COOPER CAMERON CORPORATION — SUBSIDIARIES & JOINT VENTURES

(Active As of October 1, 2005)




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	State/Country of
	 	 	% Owned	 	% Owned	 	Incorporation or
	Cooper Cameron Corporation (Delaware) - Parent	 	by Subsidiary	 	by CCC	 	Organization
	Cameron Algerie (1 share owned by CCPEG)

	 	 	 	 	 	 	100	 	 	Algeria
	 
	 	 	 	 	 	 	 	 	 	 
	Cameron Al Rushaid Ltd.

	 	 	 	 	 	 	50	 	 	Saudi Arabia
	 
	 	 	 	 	 	 	 	 	 	 
	Cameron Argentina S.A.I.C. (122,700 shares owned by CCPEG)

	 	Less than 1%
	 	 	100	 	 	Argentina
	 
	 	 	 	 	 	 	 	 	 	 
	Cameron Gabon, S.A. (1 share owned by Chairman)

	 	 	 	 	 	 	100	 	 	Gabon
	 
	 	 	 	 	 	 	 	 	 	 
	Cameron Services Middle East LLC (Joint Venture)

	 	 	 	 	 	 	24	 	 	Oman
	 
	 	 	 	 	 	 	 	 	 	 
	Cameron Venezolana, S.A.

	 	 	 	 	 	 	100	 	 	Venezuela
	 
	 	 	 	 	 	 	 	 	 	 
	Cameron Remanufacturas, C.A.

	 	 	100	 	 	 	 	 	 	Venezuela
	 
	 	 	 	 	 	 	 	 	 	 
	Cameron Angola (1 share owned by CCPEG)

	 	 	 	 	 	 	100	 	 	Angola
	 
	 	 	 	 	 	 	 	 	 	 
	Compression Services Company

	 	 	 	 	 	 	100	 	 	Ohio, USA
	 
	 	 	 	 	 	 	 	 	 	 
	Cooper Cameron Foreign Sales Company, Inc.

	 	 	 	 	 	 	100	 	 	Barbados
	 
	 	 	 	 	 	 	 	 	 	 
	Cooper Cameron International Holding Corp. (CESI has partial interest)

	 	 	 8.36	 	 	 	91.64	 	 	Nevada, USA
	 
	 	 	 	 	 	 	 	 	 	 
	Cooper Cameron Holding (Cayman) Limited

	 	 	100	 	 	 	 	 	 	Grand Cayman
	 
	 	 	 	 	 	 	 	 	 	 
	Cameron Australasia Pty. Ltd.

	 	 	100	 	 	 	 	 	 	Australia
	 
	 	 	 	 	 	 	 	 	 	 
	Cooper Cameron Valves Australia Pty. Ltd.

	 	 	100	 	 	 	 	 	 	Australia
	 
	 	 	 	 	 	 	 	 	 	 
	Cooper Cameron Campex Limited

	 	 	80.1	 	 	 	 	 	 	Grand Cayman
	 
	 	 	 	 	 	 	 	 	 	 
	Cooper Cameron China Co. Ltd. (10-12-2004)

	 	 	100	 	 	 	 	 	 	China
	 
	 	 	 	 	 	 	 	 	 	 
	Cooper Cameron do Brasil Ltda. (1 share owned by CC (Lux) SARL)

	 	 	100	 	 	 	 	 	 	Brazil
	 
	 	 	 	 	 	 	 	 	 	 
	Cooper Cameron (Trinidad) Limited

	 	 	100	 	 	 	 	 	 	Trinidad and Tobago
	 
	 	 	 	 	 	 	 	 	 	 
	Cooper Cameron (Gibraltar) Limited

	 	 	100	 	 	 	 	 	 	Gibraltar
	 
	 	 	 	 	 	 	 	 	 	 
	Cooper Cameron Holding (Luxembourg) SARL

	 	 	100	 	 	 	 	 	 	Luxembourg
	 
	 	 	 	 	 	 	 	 	 	 
	Cooper Cameron (Luxembourg) SARL

	 	 	100	 	 	 	 	 	 	Luxembourg
	 
	 	 	 	 	 	 	 	 	 	 
	Cameron GmbH

	 	 	100	 	 	 	 	 	 	Germany
	 
	 	 	 	 	 	 	 	 	 	 
	Cooper Cameron Valves Italy Srl.

	 	 	100	 	 	 	 	 	 	Italy
	 
	 	 	 	 	 	 	 	 	 	 
	Cameron Ireland Limited

	 	 	100	 	 	 	 	 	 	Ireland
	 
	 	 	 	 	 	 	 	 	 	 
	Cooper Cameron Netherlands B.V. (11-2004)

	 	 	100	 	 	 	 	 	 	Netherlands
	 
	 	 	 	 	 	 	 	 	 	 
	CCC Euro Automation Center BV

	 	 	100	 	 	 	 	 	 	Netherlands
	 
	 	 	 	 	 	 	 	 	 	 
	Sterom S.A.

	 	 	100	 	 	 	 	 	 	Romania
	 
	 	 	 	 	 	 	 	 	 	 
	Cooper Cameron Holding (Dutch) B.V.

	 	 	100	 	 	 	 	 	 	Netherlands
	 
	 	 	 	 	 	 	 	 	 	 
	Cooper Cameron Canada Corporation

	 	 	100	 	 	 	 	 	 	Canada/Nova Scotia
	 
	 	 	 	 	 	 	 	 	 	 
	Ed’s Wellhead Supply (2005) Ltd.

	 	 	100	 	 	 	 	 	 	Canada/Alberta
	 
	 	 	 	 	 	 	 	 	 	 
	St. Clair Valve Techniques Limited

	 	 	100	 	 	 	 	 	 	Canada/Ontario
	 
	 	 	 	 	 	 	 	 	 	 
	Cooper Cameron Holding (U.K.) Limited

	 	 	100	 	 	 	 	 	 	United Kingdom
	 
	 	 	 	 	 	 	 	 	 	 
	Cameron France, S.A.S.

	 	 	100	 	 	 	 	 	 	France
	 
	 	 	 	 	 	 	 	 	 	 
	Cooper Cameron (U.K.) Limited

	 	 	100	 	 	 	 	 	 	United Kingdom
	 
	 	 	 	 	 	 	 	 	 	 
	Cooper Cameron (U.K.) Investments Limited

	 	 	100	 	 	 	 	 	 	United Kingdom
	 
	 	 	 	 	 	 	 	 	 	 
	Flow Link Systems Private Ltd.

	 	 	100	 	 	 	 	 	 	India
	 
	 	 	 	 	 	 	 	 	 	 
	Nutron Manufacturers (India) Private Limited

	 	 	100	 	 	 	 	 	 	India
	 
	 	 	 	 	 	 	 	 	 	 
	Flow Control-Tati Production Sdn. Bhd.

	 	 	49	 	 	 	 	 	 	Malaysia
	 
	 	 	 	 	 	 	 	 	 	 
	Nutron Flow Control Sdn. Bhd.

	 	 	100	 	 	 	 	 	 	Malaysia
	 
	 	 	 	 	 	 	 	 	 	 
	Cameron Offshore Engineering Limited

	 	 	100	 	 	 	 	 	 	United Kingdom
	 
	 	 	 	 	 	 	 	 	 	 
	Cooper Cameron Pensions Limited

	 	 	100	 	 	 	 	 	 	United Kingdom
	 
	 	 	 	 	 	 	 	 	 	 
	Cameron Integrated Services Limited

	 	 	100	 	 	 	 	 	 	United Kingdom
	 
	 	 	 	 	 	 	 	 	 	 
	Sherkate Mohandesi Hafar Chah Jonoob*

	 	 	80	 	 	 	 	 	 	Iran
	 
	 	 	 	 	 	 	 	 	 	 
	Cooper Cameron Holding B.V.

	 	 	100	 	 	 	 	 	 	Netherlands
	 
	 	 	 	 	 	 	 	 	 	 
	Cooper Energy Services B.V.

	 	 	100	 	 	 	 	 	 	Netherlands
	 
	 	 	 	 	 	 	 	 	 	 
	Cameron B.V.

	 	 	100	 	 	 	 	 	 	Netherlands
	 
	 	 	 	 	 	 	 	 	 	 
	Cooper Cameron Holding (Norway) AS

	 	 	100	 	 	 	 	 	 	Norway
	 
	 	 	 	 	 	 	 	 	 	 
	Cameron Norge AS

	 	 	100	 	 	 	 	 	 	Norway
	 
	 	 	 	 	 	 	 	 	 	 
	Cooper Cameron (Singapore) Pte. Ltd.

	 	 	100	 	 	 	 	 	 	Singapore
	 
	 	 	 	 	 	 	 	 	 	 
	Riyan Cameron (B) Sendirian Berhad

	 	 	100	 	 	 	 	 	 	Brunei
	 
	 	 	 	 	 	 	 	 	 	 
	Cooper Cameron (Holding) Corp.

	 	 	 	 	 	 	100	 	 	Nevada, USA
	 
	 	 	 	 	 	 	 	 	 	 
	Cooper — Texgas Ltd. (1 share owned by Compression Services Co.)

	 	 	50	 	 	 	 	 	 	Colombia
	 
	 	 	 	 	 	 	 	 	 	 
	NuFlo Technologies, Inc.

	 	 	100	 	 	 	 	 	 	Delaware, USA
	 
	 	 	 	 	 	 	 	 	 	 
	NuFlo Technologies US, Inc.

	 	 	100	 	 	 	 	 	 	Delaware, USA
	 
	 	 	 	 	 	 	 	 	 	 
	NuFlo GP Holdings, Inc.

	 	 	100	 	 	 	 	 	 	Delaware, USA
	 
	 	 	 	 	 	 	 	 	 	 
	NuFlo LP Holdings, Inc.

	 	 	100	 	 	 	 	 	 	Delaware, USA
	 
	 	 	 	 	 	 	 	 	 	 
	NuFlo Holdings, LP (1% owned by NuFlo GP Holdings, Inc.)

	 	 	99	 	 	 	 	 	 	Texas, USA
	 
	 	 	 	 	 	 	 	 	 	 
	Nuflo Technologies Canada Ltd.

	 	 	100	 	 	 	 	 	 	Alberta, CA
	 
	 	 	 	 	 	 	 	 	 	 
	Barton Instrument Systems Limited

	 	 	100	 	 	 	 	 	 	England & Wales
	 
	 	 	 	 	 	 	 	 	 	 
	NuFlo Finance and Royalty Company

	 	 	100	 	 	 	 	 	 	Delaware, USA
	 
	 	 	 	 	 	 	 	 	 	 
	NuFloTechnologies Sales Company

	 	 	100	 	 	 	 	 	 	Delaware, USA
	 
	 	 	 	 	 	 	 	 	 	 
	OPE, Inc.

	 	 	 	 	 	 	33	 	 	Texas, USA
	 
	 	 	 	 	 	 	 	 	 	 
	Sequel Holding, Inc.

	 	 	 	 	 	 	100	 	 	Delaware, USA
	 
	 	 	 	 	 	 	 	 	 	 
	Petreco International Inc. (partially owned by Sequel Holding, Inc.)

	 	 	 	 	 	 	100	 	 	Delaware, USA
	 
	 	 	 	 	 	 	 	 	 	 
	Petreco-KCC Holding, Inc.

	 	 	100	 	 	 	 	 	 	Delaware, USA
	 
	 	 	 	 	 	 	 	 	 	 
	Petreco-KCC Limited

	 	 	100	 	 	 	 	 	 	United Kingdom
	 
	 	 	 	 	 	 	 	 	 	 
	Petreco International Limited

	 	 	100	 	 	 	 	 	 	United Kingdom
	 
	 	 	 	 	 	 	 	 	 	 
	KCC Group Limited

	 	 	100	 	 	 	 	 	 	United Kingdom
	 
	 	 	 	 	 	 	 	 	 	 
	Petreco International (Middle East) Limited

	 	 	100	 	 	 	 	 	 	United Kingdom
	 
	 	 	 	 	 	 	 	 	 	 
	KCC Process Equipment Limited

	 	 	100	 	 	 	 	 	 	United Kingdom
	 
	 	 	 	 	 	 	 	 	 	 
	RJB Engineering (UK) Limited

	 	 	100	 	 	 	 	 	 	United Kingdom
	 
	 	 	 	 	 	 	 	 	 	 
	KCC Resources (Jersey) Limited

	 	 	100	 	 	 	 	 	 	Jersey
	 
	 	 	 	 	 	 	 	 	 	 
	Petreco Canada Inc.

	 	 	100	 	 	 	 	 	 	Canada/Alberta
	 
	 	 	 	 	 	 	 	 	 	 
	Cooper Cameron Corporation Nigeria Limited

	 	 	 	 	 	 	60	 	 	Nigeria
	 
	 	 	 	 	 	 	 	 	 	 
	Cooper Cameron S.R.L.

	 	 	 	 	 	 	100	 	 	Italy
	 
	 	 	 	 	 	 	 	 	 	 
	Cooper Energy Services de Venezuela, S.A.

	 	 	 	 	 	 	100	 	 	Venezuela
	 
	 	 	 	 	 	 	 	 	 	 
	Cooper Energy Services International, Inc.

	 	 	 	 	 	 	100	 	 	Ohio, USA
	 
	 	 	 	 	 	 	 	 	 	 
	Canada Tiefbohrgeräte und Maschinenfabrik GmbH

 (Partially owned by CCPEG)

	 	

100
	 	

	 	

Austria
	 
	 	 	 	 	 	 	 	 	 	 
	Cooper Cameron de Mexico S.A. de C.V. (1 share owned by CCPEG)

	 	 	 	 	 	 	100	 	 	Mexico
	 
	 	 	 	 	 	 	 	 	 	 
	Cooper Cameron Petroleum Equipment Group, Inc. (CCPEG)

	 	 	 	 	 	 	100	 	 	Delaware, USA
	 
	 	 	 	 	 	 	 	 	 	 
	Cooper Turbocompressor, Inc.

	 	 	 	 	 	 	100	 	 	Delaware, USA
	 
	 	 	 	 	 	 	 	 	 	 
	Wellhead Services, Inc.

	 	 	 	 	 	 	100	 	 	Nevada, USA
	 
	 	 	 	 	 	 	 	 	 	 
	Cooper Cameron (Malaysia) Sdn Bhd**

	 	 	49	 	 	 	 	 	 	Malaysia
	 
	 	 	 	 	 	 	 	 	 	 
	Cooper Cameron Valves Singapore Pte. Ltd.

	 	 	100	 	 	 	 	 	 	Singapore
	 
	 	 	 	 	 	 	 	 	 	 
	Cooper Cameron Corporation Sdn Bhd

	 	 	70	 	 	 	 	 	 	Malaysia
	 
	 	 	 	 	 	 	 	 	 	 
	PCC Bumi Flow technologies Sdn. Bhd.

	 	 	49	 	 	 	 	 	 	Malaysia






• In the process of being sold


** Local Malaysian law requires that a majority of stock be owned by local residents.


Attorney/agents hold 51% of stock on CCC’s behalf.



49




SCHEDULE 2




LIENS




(SEE SECTION 6.15)




Liens of the Parent and its Subsidiaries comprised primarily of automobile leases accounted
for as capital lease obligations of Parent or such Subsidiaries.



The Capital Lease balance as of August 26, 2005 is as follows:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	CCC (US)	 	CTC (US)	 	CC Canada Corp.	 	Orbit Valve Company	 	TOTAL
	Balance
	 	$	5,404,821	 	 	$	159,762	 	 	$	1,950,496	 	 	$	34,149	 	 	$	7,549,228	 






50




SCHEDULE 3




EUROCURRENCY PAYMENT OFFICES OF THE ADMINISTRATIVE AGENT




	 	 	 	 	 
	All Currencies:
	 	 	 	 
	 
	 	 	 	 
	JPMORGAN CHASE BANK, N.A.
Bank One Plaza
Suite IL1-0010
Chicago, Illinois 60670
ABA No.:
	 	 	02100021	 
	Account No.:
	 	 	9008109962	 
	 
	 	LS2 Incoming Account

	Reference:
	 	Cooper Cameron Corp.

	Attn:
	 	Claudia Kech







#1887903.7




51