Exhibit 10.1


 


EXECUTION COPY


 




 





CREDIT AGREEMENT


 


dated as of


 


December 4, 2003


 


among


 


WILLIS NORTH AMERICA INC.,


 


WILLIS GROUP HOLDINGS LIMITED,


 


The Lenders Party Hereto


 


and


 


BANC OF AMERICA SECURITIES LIMITED,

as Administrative Agent


 












 


BANC OF AMERICA SECURITIES LIMITED,



CITIGROUP GLOBAL MARKETS LIMITED,



J.P. MORGAN SECURITIES INC.,



and



THE ROYAL BANK OF SCOTLAND PLC,


 


as Joint Lead Arrangers




 





 

















 


TABLE OF CONTENTS


 


	
  ARTICLE I

  
	
   

  	
   

  	
   

  
	
  Definitions

  
	
   

  	
   

  	
   

  
	
  SECTION 1.01.

  	
  Defined Terms

  	
   

  
	
  SECTION 1.02.

  	
  Classification
  of Loans and Borrowings

  	
   

  
	
  SECTION 1.03.

  	
  Terms Generally

  	
   

  
	
  SECTION 1.04.

  	
  Accounting
  Terms; GAAP

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  
	
   

  	
   

  	
   

  
	
  The Credits

  
	
   

  	
   

  	
   

  
	
  SECTION 2.01.

  	
  Commitments

  	
   

  
	
  SECTION
  2.02.

  	
  Loans
  and Borrowings

  	
   

  
	
  SECTION
  2.03.

  	
  Requests
  for Borrowings

  	
   

  
	
  SECTION
  2.04.

  	
  Funding
  of Borrowings

  	
   

  
	
  SECTION
  2.05.

  	
  Interest
  Elections

  	
   

  
	
  SECTION 2.06.

  	
  Termination
  and Reduction of Commitments

  	
   

  
	
  SECTION
  2.07.

  	
  Repayment of
  Loans; Evidence of Debt

  	
   

  
	
  SECTION
  2.08.

  	
  Amortization of Term Loans

  	
   

  
	
  SECTION
  2.09.

  	
  Prepayment
  of Loans

  	
   

  
	
  SECTION 2.10.

  	
  Fees

  	
   

  
	
  SECTION 2.11.

  	
  Interest

  	
   

  
	
  SECTION 2.12.

  	
  Alternate
  Rate of Interest; Market Disruption

  	
   

  
	
  SECTION 2.13.

  	
  Increased
  Costs

  	
   

  
	
  SECTION
  2.14.

  	
  Break
  Funding Payments

  	
   

  
	
  SECTION 2.15.

  	
  Taxes

  	
   

  
	
  SECTION 2.16.

  	
  Payments
  Generally; Pro Rata Treatment; Sharing of Set-offs

  	
   

  
	
  SECTION
  2.17.

  	
  Additional Reserve Costs

  	
   

  
	
  SECTION 2.18.

  	
  Mitigation
  Obligations; Replacement of Lenders

  	
   

  
	
  SECTION 2.19.

  	
  Redenomination
  of Certain Designated Foreign Currencies

  	
   

  
	
  SECTION
  2.20.

  	
  Assigned
  Dollar Value

  	
   

  
				



 

















 


	
  ARTICLE III

  
	
   

  	
   

  	
   

  
	
  Representations and
  Warranties

  
	
   

  	
   

  	
   

  
	
  SECTION
  3.01.

  	
  Organization;
  Powers

  	
   

  
	
  SECTION
  3.02.

  	
  Authorization;
  Enforceability

  	
   

  
	
  SECTION
  3.03.

  	
  Governmental
  Approvals; No Conflicts

  	
   

  
	
  SECTION 3.04.

  	
  Financial
  Condition; No Material Adverse Change

  	
   

  
	
  SECTION 3.05.

  	
  Properties

  	
   

  
	
  SECTION 3.06.

  	
  Litigation and
  Environmental Matters

  	
   

  
	
  SECTION 3.07.

  	
  Compliance with Laws; Absence of Default

  	
   

  
	
  SECTION 3.08.

  	
  Investment and
  Holding Company Status

  	
   

  
	
  SECTION 3.09.

  	
  Taxes

  	
   

  
	
  SECTION 3.10.

  	
  ERISA

  	
   

  
	
  SECTION 3.11.

  	
  Disclosure

  	
   

  
	
  SECTION 3.12.

  	
  Subsidiaries

  	
   

  
	
  SECTION 3.13.

  	
  Solvency

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  
	
   

  	
   

  	
   

  
	
  Conditions

  
	
   

  	
   

  	
   

  
	
  SECTION 4.01.

  	
  Effective Date

  	
   

  
	
  SECTION 4.02.

  	
  Each
  Credit Event

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  
	
   

  	
   

  	
   

  
	
  Affirmative
  Covenants

  
	
   

  	
   

  	
   

  
	
  SECTION 5.01.

  	
  Financial
  Statements; Ratings Change and Other Information

  	
   

  
	
  SECTION
  5.02.

  	
  Notices of Material Events

  	
   

  
	
  SECTION
  5.03.

  	
  Existence; Conduct of
  Business

  	
   

  
	
  SECTION 5.04.

  	
  Payment of
  Taxes

  	
   

  
	
  SECTION 5.05.

  	
  Maintenance of
  Properties; Insurance

  	
   

  
	
  SECTION
  5.06.

  	
  Books and Records;
  Inspection Rights

  	
   

  
	
  SECTION
  5.07.

  	
  Compliance
  with Laws

  	
   

  
	
  SECTION 5.08.

  	
  Use of Proceeds

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  
	
   

  	
   

  	
   

  
	
  Negative
  Covenants

  
	
   

  	
   

  	
   

  
	
  SECTION
  6.01.

  	
  Subsidiary Indebtedness

  	
   

  
	
  SECTION 6.02.

  	
  Liens

  	
   

  
	
  SECTION
  6.03.

  	
  Fundamental
  Changes

  	
   

  



 


ii

















 


	
  SECTION 6.04.

  	
  Asset Sales

  	
   

  
	
  SECTION
  6.05.

  	
  Sale and Leaseback
  Transactions

  	
   

  
	
  SECTION 6.06.

  	
  Leverage Ratio

  	
   

  
	
  SECTION
  6.07.

  	
  Interest
  Coverage Ratio

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  
	
   

  	
   

  	
   

  
	
  Events of
  Default

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  
	
   

  	
   

  	
   

  
	
  The
  Administrative Agent

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  
	
   

  	
   

  	
   

  
	
  Miscellaneous

  
	
   

  
	
  SECTION 9.01.

  	
  Notices

  	
   

  
	
  SECTION
  9.02.

  	
  Waivers;
  Amendments

  	
   

  
	
  SECTION
  9.03.

  	
  Expenses; Indemnity;
  Damage Waiver

  	
   

  
	
  SECTION
  9.04.

  	
  Successors
  and Assigns

  	
   

  
	
  SECTION 9.05.

  	
  Survival

  	
   

  
	
  SECTION 9.06.

  	
  Counterparts;
  Integration; Effectiveness

  	
   

  
	
  SECTION 9.07.

  	
  Severability

  	
   

  
	
  SECTION 9.08.

  	
  Right of Setoff

  	
   

  
	
  SECTION 9.09.

  	
  Governing
  Law; Jurisdiction; Consent to Service of Process

  	
   

  
	
  SECTION
  9.10.

  	
  WAIVER
  OF JURY TRIAL

  	
   

  
	
  SECTION 9.11.

  	
  Judgment
  Currency

  	
   

  
	
  SECTION 9.12.

  	
  Headings

  	
   

  
	
  SECTION 9.13.

  	
  Confidentiality

  	
   

  
	
  SECTION
  9.14.

  	
  Interest Rate Limitation

  	
   

  



 


iii

















 


SCHEDULES:


 


Schedule
1.01 —Subsidiary Guarantors


 


Schedule
2.01 — Commitments


 


Schedule
3.06 — Disclosed Matters


 


Schedule
3.12 — Subsidiaries


 


Schedule
6.02 — Existing Liens


 


Schedule
6.05 — Specified Properties


 


EXHIBITS:


 


Exhibit
A — Form of Guarantee Agreement


Exhibit
B — Form of Assignment and Assumption


Exhibit
C-1 — Form of Opinion of Counsel to U.S. Loan Parties


Exhibit
C-2 — Form of Opinion of Counsel to the Parent


Exhibit
C-3 — Form of Opinion of Counsel to U.K. Loan Parties


Exhibit
D — Form of Determination of Mandatory Costs Rate


 


iv

















 


CREDIT AGREEMENT dated as of December 4, 2003

among WILLIS NORTH AMERICA INC., WILLIS GROUP

HOLDINGS LIMITED, the LENDERS party hereto, and BANC

OF AMERICA SECURITIES LIMITED, as Administrative Agent.


 


The
parties hereto agree as follows:


 


ARTICLE I


 


Definitions


 


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


 


“Acquired
EBITDA” means, with respect to any Acquired Entity or Business or any Sold
Entity or Business (any of the foregoing, a “Pro Forma Entity”) for any
period, the portion of Consolidated Net Income for such period attributable to
such Pro Forma Entity plus (a) without duplication and to the extent deducted
in determining such portion of Consolidated Net Income for such Pro Forma
Entity, the sum of (i) consolidated interest expense for such period, (ii)
consolidated income tax expense for such period, (iii) all amounts attributable
to depreciation and amortization for such period, (iv) any extraordinary losses
and non-recurring charges for such period, (v) any non-cash charges (including
the non-cash portion of pension expense) for such period, (vi) losses on asset
sales outside the ordinary course of business for such period, (vii) restructuring
charges or provisions for such period, (viii) any expenses or charges incurred
in connection with any issuance of debt or equity securities for such period
and (ix) any deduction for minority interest expense for such period with
respect to a Subsidiary that is not wholly owned by the Parent (provided,
that the Indebtedness and interest expense of such Subsidiary are included in
the calculation of Net Indebtedness and Consolidated Net Interest Expense to
the same extent as would be required if such Subsidiary were wholly owned by
the Parent), and minus (b) without duplication and to the extent included in
determining such portion of Consolidated Net Income, (i) any extraordinary
gains and non-recurring gains for such period, (ii) any non-cash gains for such
period and (iii) any gains on asset sales outside the ordinary course of
business for such period, all determined on a consolidated basis for such Pro
Forma Entity in accordance with GAAP.


 


“Acquired
Entity or Business” has the meaning assigned to such term in the definition
of “Consolidated EBITDA”.


 


“Adjusted
EURIBO Rate” means, with respect to any Loan denominated in Euro for any
Interest Period, an interest rate per annum (rounded upwards, if necessary, to
the next 1/16 of 1%) equal to (a) the EURIBO Rate for such Interest Period
multiplied by (b) the Statutory Reserve Rate.


 

















 


“Adjusted
LIBO Rate” means, with respect to any Loan (other than a Loan denominated
in Euro) for any Interest Period, an interest rate per annum (rounded upwards,
if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such
Interest Period multiplied by (b) the Statutory Reserve Rate.


 


“Administrative
Agent” means Banc of America Securities Limited, in its capacity as
administrative agent for the Lenders hereunder.


 


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


 


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


 


“Alternative
Currency” means Sterling, Euro and any other currency (other than Dollars)
approved by all Revolving Lenders.


 


“Alternative
Currency Borrowing” means a Revolving Borrowing comprised of Alternative
Currency Loans.


 


“Alternative
Currency Equivalent” means, with respect to an amount in Dollars on any
date in relation to a specified Alternative Currency, the amount of such
specified Alternative Currency that may be purchased with such amount of
Dollars at the Spot Exchange Rate with respect to such Alternative Currency on
such date.


 


“Alternative
Currency Loan” means any Revolving Loan denominated in an Alternative
Currency.


 


“Applicable
Rate” means, for any day, with respect to any Loan, the applicable rate per
annum set forth below, based upon the Leverage Ratio and Interest Coverage
Ratio (and, if applicable, the ratings by S&P and Moody’s applicable to the
Index Debt) as of the most recent determination date; provided, however,
that until the first anniversary of the Effective Date, the “Applicable Rate”
shall be 0.95%.


 


LEVERAGE RATIO LESS THAN 1.25 TO 1.00


 




	
  Interest Coverage Ratio:

  	
   

  	
  Applicable
  Rate:

  	
   

  
	
  less than 8.0 to 1.0

  	
   

  	
  1.125

  	
  %

  
	
  greater than or equal to 8.0 to 1.0 but less than 10.0 to 1.0

  	
   

  	
  0.95

  	
  %

  
	
  greater than or equal to 10.0 to 1.0

  	
   

  	
  0.85

  	
  %

  
	
  greater than or equal to 10.0 to 1.0 and the S&P and
  Moody’s ratings applicable to the Index Debt are BBB+ and Baa1, respectively,
  or greater

  	
   

  	
  0.75

  	
  %

  






 


2

















 


LEVERAGE RATIO GREATER THAN OR EQUAL TO

1.25 TO 1.00


 




	
  Interest Coverage Ratio:

  	
   

  	
  Applicable
  Rate:

  	
   

  
	
  less than 6.0 to 1.0

  	
   

  	
  1.50

  	
  %

  
	
  greater than or equal to 6.0 to 1.0 but less than 8.0 to 1.0

  	
   

  	
  1.25

  	
  %

  
	
  greater than or equal to 8.0 to 1.0

  	
   

  	
  1.125

  	
  %

  






 


For
purposes of the foregoing, (i) the Leverage Ratio and Interest Coverage Ratio
shall be determined as of the end of each fiscal quarter of the Parent based
upon the Parent’s consolidated financial statements and a certificate of a
Financial Officer of the Parent, each delivered pursuant to Section 5.01, (ii)
if the ratings established or deemed to have been established by S&P and
Moody’s for the Index Debt shall be changed such that the Applicable Rate is
affected (other than as a result of a change in the rating system of S&P or
Moody’s), such change shall be effective as of the date on which it is first
announced by the applicable rating agency, irrespective of when notice of such
change shall have been furnished to the Administrative Agent and the Lenders
pursuant to Section 5.01 or otherwise. 
Each   change in the Applicable
Rate resulting from a change in the Leverage Ratio or Interest Coverage Ratio
shall apply during the period commencing on and including the date of delivery
to the Administrative Agent of the consolidated financial statements and a
certificate of a Financial Officer of the Parent indicating such change and
ending on the date immediately preceding the effective date of the next such
change.  Each change in the Applicable
Rate resulting from a change in the ratings of the Index Debt shall apply
during the period commencing on and including the effective date of such change
and ending on the date immediately preceding the effective date of the next such
change.  To the extent required, if the
rating system of S&P or Moody’s shall change, or if either such rating
agency shall cease to be in the business of rating corporate debt obligations,
the Borrower and the Lenders shall negotiate in good faith to amend this
definition to reflect such changed rating system or the unavailability of
ratings from such rating agency and, pending the effectiveness of any such
amendment, the Applicable Rate shall be determined by reference to the rating
most recently in effect prior to such change or cessation.


 


“Approved
Fund” has the meaning assigned to such term in Section 9.04.


 


“Arrangers”
means Banc of America Securities Limited, Citigroup Global Markets Limited,
JPMorgan Securities Inc. and The Royal Bank of Scotland plc, each in its
capacity as joint lead arranger in respect of the credit facility established
hereunder.


 


“Assigned
Dollar Value” has the meaning assigned to such term in Section 2.20.


 


3

















 


“Assignment
and Assumption” means an assignment and assumption entered into by a Lender
and an assignee (with the consent of any party whose consent is required by
Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit
B or any other form approved by the Administrative Agent.


 


“Attributable
Debt” in respect of a sale and leaseback transaction means, as of the time
of determination, the present value (discounted at the implicit interest rate
for such sale and leaseback transaction, compounded annually) of the total
obligations of the lessee for rental payments during the remaining term of the
lease included in such sale and leaseback transaction (including any period for
which such lease has been extended).


 


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


 


“Borrower”
means Willis North America Inc., a Delaware corporation.


 


“Borrowing”
means Loans of the same Class (and in the case of Revolving Loans, the same
currency), made or continued on the same date and as to which a single Interest
Period is in effect.


 


“Borrowing
Request” means a request by the Borrower for a Revolving Borrowing or Term
Borrowing in accordance with Section 2.03.


 


“Business
Day” means any day that is not a Saturday, Sunday or a day on which
commercial banks in New York City and London are authorized or required by law
to remain closed; provided, however, that (i) when used in
connection with a Loan denominated in an Alternative Currency other than Euro,
“Business Day” shall also exclude any day on which banks in the principal
financial center of the country of the applicable currency are authorized or
required by law to remain closed and (ii) when used in connection with a Loan
denominated in Euro, “Business Day” shall also exclude any day that is not a
TARGET Day.


 


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


 


 “Change in Control” means (a) the
acquisition of ownership, directly or indirectly, beneficially or of record, by
any Person or group (within the meaning of the Securities Exchange Act of 1934
and the rules of the Securities and Exchange Commission thereunder as in effect
on the date hereof) other than Kohlberg Kravis Roberts & Co., L.P. or its
Affiliates, of Equity Interests representing more than 30% of the aggregate
ordinary voting power represented by the issued and outstanding Equity
Interests of the Parent; (b) occupation of a majority of the seats (other than
vacant seats) on the board of directors of the Parent by Persons who were
neither (i) nominated by the


 


4

















 


board of directors of the Borrower or the
Parent nor (ii) appointed by directors so nominated; or (c) the failure of the
Parent to own, directly or indirectly, at least 80% of the outstanding Equity
Interests of the Borrower.


 


“Change
in Law” means (a) the adoption of any law, rule or regulation after the
date of this Agreement, (b) any change in any law, rule or regulation or in the
interpretation or application thereof by any Governmental Authority after the
date of this Agreement or (c) compliance by any Lender (or, for purposes of
Sections 2.13(b) or 2.18, by any lending office of such Lender or by such
Lender’s holding company, if any) with any request, guideline or directive
(whether or not having the force of law) of any Governmental Authority made or
issued after the date of this Agreement.


 


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


 


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


 


“Commitment”
means a Revolving Commitment or Term Loan Commitment or any combination thereof
(as the context requires).


 


“Consolidated
EBITDA” means, for any period, Consolidated Net Income for such period plus
(a) without duplication and to the extent deducted in determining Consolidated
Net Income, the sum of (i) consolidated interest expense for such period, (ii)
consolidated income tax expense for such period, (iii) all amounts attributable
to depreciation and amortization for such period, (iv) any extraordinary losses
and non-recurring charges for such period, (v) any non-cash charges (including
the non-cash portion of pension expense) for such period, (vi) losses on asset
sales outside the ordinary course of business for such period, (vii)
restructuring charges or provisions for such period, (viii) any expenses or
charges incurred in connection with any issuance of debt or equity securities
for such period and (ix) any deduction for minority interest expense for such
period with respect to a Subsidiary that is not wholly owned by the Parent (provided,
that the Indebtedness and interest expense of such Subsidiary are included in
the calculation of Net Indebtedness and Consolidated Net Interest Expense to
the same extent as would be required if such Subsidiary were wholly owned by
the Parent) and minus (b) without duplication and to the extent included in
determining such Consolidated Net Income, (i) any extraordinary gains and
non-recurring gains for such period, (ii) any non-cash gains for such period
and (iii) any gains on asset sales outside the ordinary course of business for
such period, all determined on a consolidated basis in accordance with GAAP; provided,
that for purposes of determining the Leverage Ratio only, (A) there shall be
included in determining the Consolidated EBITDA for any period the Acquired
EBITDA of any Person, property, business or asset acquired outside the ordinary
course of business during such period by the Parent or a Subsidiary, to the
extent not subsequently sold, transferred or otherwise disposed of by the
Parent or a Subsidiary during such period (each such Person, property, business
or asset acquired and not


 


5

















 


subsequently so disposed of, an “Acquired
Entity or Business”), based on the actual Acquired EBITDA of such Acquired
Entity or Business for such period (including the portion thereof occurring prior
to such acquisition) and (B) there shall be excluded in determining
Consolidated EBITDA for any period the Acquired EBITDA of any Person, property,
business or asset sold, transferred or otherwise disposed of outside the
ordinary course of business by the Parent or any Subsidiary during such period
(each such Person, property, business or asset so sold or disposed of, a “Sold
Entity or Business”) based on the actual Acquired EBITDA of such Sold
Entity or Business for such period (including the portion thereof occurring
prior to such sale, transfer or disposition).


 


“Consolidated
Net Income” means, for any period, the net income or loss of the Parent and
the Subsidiaries for such period determined on a consolidated basis in
accordance with GAAP; provided that there shall be excluded from such
net income or loss the income or loss of any Person accrued prior to the date
it becomes a Subsidiary or is merged into or consolidated with the Parent or
any Subsidiary or the date that such Person’s assets are acquired by the Parent
or any Subsidiary.


 


“Consolidated
Net Interest Expense” means, for any period, the excess of (a) the sum of
(i) the interest expense (including imputed interest expense in respect of
Capital Lease Obligations) of the Parent and the Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP, plus (ii) any cash
payments made during such period in respect of obligations referred to in
clause (b)(iii) below that were amortized or accrued in a previous period, minus
(b) the sum of (i) interest income of the Parent and the Subsidiaries for such
period (excluding any interest on investments related to Insurance Broking
Account Assets or fiduciary assets), determined on a consolidated basis in
accordance with GAAP, (ii) to the extent included in such consolidated interest
expense for such period, non-cash amounts attributable to amortization of
financing costs paid in a previous period, plus (iii) to the extent included in
such consolidated interest expense for such period, non-cash amounts
attributable to amortization of debt discounts or accrued interest payable in
kind for such period.


 


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


 


“Cost
of Funds Rate” means, as of any day, the rate of interest determined by the
Administrative Agent to be representative of its or the applicable Lenders’
cost of funds, as applicable, to extend credit under this Agreement on such
day.


 


“Currency
Equivalent” means the Dollar Equivalent or the Alternative Currency
Equivalent, as the case may be.


 


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


 


6

















 


“Denomination
Date” means, in relation to any Alternative Currency Borrowing, the date
that is three Business Days before the date such Borrowing is made.


 


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


 


“Dollar
Equivalent” means, with respect to an amount of any Alternative Currency on
any date, the amount of Dollars that may be purchased with such amount of the
Alternative Currency at the Spot Exchange Rate with respect to the Alternative
Currency on such date.


 


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


 


“Effective
Date” means the date on which the conditions specified in Section 4.01 are
satisfied (or waived in accordance with Section 9.02).


 


“EMU
Legislation” means the legislative measures of the European Union for the
introduction of, changeover to or operation of the Euro in one or more member
states.


 


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


 


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


 


“Equity
Interests” means shares of capital stock, partnership interests, membership
interests in a limited liability company, beneficial interests in a trust or
other equity ownership interests in a Person, and any warrants, options or
other rights entitling the holder thereof to purchase or acquire any such
equity interest.


 


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


 


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


 


7

















 


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


 


“EURIBO
Rate” means, with respect to any Revolving Borrowing denominated in Euro
for any Interest Period, the Euro interbank offered rate per annum determined
by reference to the Banking Federation of the European Union for deposits with
a maturity comparable to such Interest Period denominated in Euro, as reflected
on the applicable Telerate Screen (or on any successor or substitute page of
such Service, or any successor to or substitute for such Service, providing
rate quotations comparable to those currently provided on such page of such
Service, as determined by the Administrative Agent from time to time for purposes
of providing quotations of interest rates applicable to deposits in Euro in the
European interbank market) at approximately 11:00 a.m., Brussels time, on the
Quotation Day for such Borrowing.  In
the event that such rate is not available at such time for any reason, then the
“EURIBO Rate” with respect to such Borrowing for such Interest Period
shall be the average of the Quoted Rates supplied to the Administrative Agent
by the Reference Banks in accordance with Section 2.12.


 


“Euro”
means the single currency of the Participating Member States of the European
Union as constituted by the Treaty on European Union and as referred to in the
EMU Legislation.


 


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


 


“Excluded
Taxes” means, with respect to the Administrative Agent, any Lender or any
other recipient of any payment to be made by or on account of any obligation of
the Borrower hereunder, (a) income or franchise taxes imposed on (or measured
by) its net income by the United States of America, or by the jurisdiction
under the laws of which such recipient is organized or in which its principal
office is located or, in the case of any Lender, in which its applicable
lending office is located, (b) any branch profits taxes imposed by the United
States of America or any similar tax imposed by any other jurisdiction  in which the Borrower is located and (c) in
the case of a Foreign


 


8

















 


Lender (other than an assignee pursuant to a
request by the Borrower under Section 2.18(b)), any withholding tax that is
imposed on amounts payable to such Foreign Lender at the time such Foreign
Lender becomes a party to this Agreement (or designates a new lending office)
or is attributable to such Foreign Lender’s failure to comply with Section
2.15(e), except to the extent that such Foreign Lender (or its assignor, if
any) was entitled, at the time of designation of a new lending office (or
assignment), to receive additional amounts from the Borrower with respect to
such withholding tax pursuant to Section 2.15(a).


 


“Existing
Credit Agreement” means the Credit Agreement, dated as of July 22, 1998, as
amended and restated as of February 19, 1999 and as further amended or
otherwise modified, among the Borrower, the Parent, Trinity Acquisition
Limited, the several lenders party thereto and JPMorgan Chase Bank, as
Administrative Agent and Collateral Agent.


 


“Existing
Subordinated Debt” means the 9% Subordinated Notes due 2009 issued pursuant
to the Indenture, dated as of February 2, 1999, between the Borrower, the
Parent  and The Bank of New York, as
Trustee, outstanding as of the Effective Date.


 


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


 


“Financial
Officer” means, with respect to the Parent or the Borrower, the chief
financial officer, principal accounting officer, treasurer or controller
thereof, as applicable.


 


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


 


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


 


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


 


“Granting
Lender” has the meaning assigned to such term in Section 9.04(e).


 


9

















 


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


 


“Guarantee
Agreement” means the Guarantee Agreement, substantially in the form of
Exhibit A, among the Borrower, the Guarantors and the Administrative Agent.


 


“Guarantors”
means (a) the Parent and each of the Subsidiaries identified on Schedule 1.01,
(b) each Subsidiary (other than the Borrower) that is not identified on
Schedule 1.01 and that has Guaranteed the Existing Subordinated Debt and (c)
each other Subsidiary that, at the option of the Parent, becomes a party to the
Guarantee Agreement as a Guarantor thereunder; provided that the
Subsidiaries that are Guarantors solely by reason of clause (b) above will
cease to be Guarantors, and will be released from their Guarantees under the
Guarantee Agreement, when the Existing Subordinated Debt has been fully
redeemed and is no longer outstanding.


 


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


 


“Indebtedness”
of any Person means, without duplication, (a) all obligations of such Person
for borrowed money or with respect to deposits or advances of any kind, (b) all
obligations of such Person evidenced by bonds, debentures, notes or similar
instruments, (c) all obligations of such Person upon which interest charges are
customarily paid, (d) all obligations of such Person under conditional sale or
other title retention agreements relating to property acquired by such Person,
(e) all obligations of such Person in respect of the deferred purchase price of
property or services (excluding current accounts payable incurred in the
ordinary course of business), (f) all Indebtedness of others secured by (or for
which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien on property owned or acquired by such
Person, whether or not the Indebtedness secured thereby has been assumed, (g)
all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease
Obligations of


 


10

















 


such Person, (i) all obligations, contingent
or otherwise, of such Person as an account party in respect of letters of
credit and letters of guaranty and (j) all obligations, contingent or
otherwise, of such Person in respect of bankers’ acceptances.  The Indebtedness of any Person shall include
the Indebtedness of any other entity (including any partnership in which such
Person is a general partner) to the extent such Person is liable therefor as a
result of such Person’s ownership interest in or other relationship with such
entity, except to the extent the terms of such Indebtedness provide that such
Person is not liable therefor.


 


“Indemnified
Taxes” means Taxes other than Excluded Taxes.


 


“Index
Debt” means senior, unsecured, long-term indebtedness for borrowed money of
any Loan Party that is not guaranteed by any other Person (other than a Loan
Party) or subject to any other credit enhancement.


 


“Information
Memorandum” means the Confidential Information Memorandum dated October 28,
2003 relating to the Borrower, the Parent and the Transactions.


 


“Insurance
Broking Account Assets” means the sum of amounts owing from insurance
broking transaction debtors, bank balances designated “insurance broking
accounts” and approved assets designated “insurance broking assets” at their
net realization value.


 


“Interest
Coverage Ratio” means, on any date, the ratio of (a) Consolidated EBITDA
for the period of four consecutive fiscal quarters of the Parent ended on such
date to (b) Consolidated Net Interest Expense for such period.


 


“Interest
Election Request” means a request by the Borrower to continue a Revolving
Borrowing or Term Borrowing in accordance with Section 2.05.


 


“Interest
Payment Date” means, with respect to any Loan, the last day of the Interest
Period applicable to the Borrowing of which such Loan is a part and, in the
case of a Borrowing with an Interest Period of more than three months’
duration, each day prior to the last day of such Interest Period that occurs at
intervals of three months’ duration after the first day of such Interest
Period.


 


“Interest
Period” means, with respect to any Borrowing, the period commencing on the
date of such Borrowing and ending on the numerically corresponding day in the
calendar month that is one, two, three or six months thereafter (or such other
period agreed to by each Lender participating in such Borrowing) or, in the
case of a Term Borrowing, any other period of less than six months that ends on
a date on which a scheduled payment of principal is due pursuant to Section
2.08(a), in each case, as the Borrower may elect; provided, that (a) if
any Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless such next
succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the next preceding Business Day and (b) any
Interest Period with a duration measured in months that commences on the


 


11

















 


last Business Day of a calendar month (or on
a day for which there is no numerically corresponding day in the last calendar
month of such Interest Period) shall end on the last Business Day of the last
calendar month of such Interest Period. 
For purposes hereof, the date of a Borrowing initially shall be the date
on which such Borrowing is made and thereafter shall be the effective date of
the most recent continuation of such Borrowing.


 


“Judgment
Currency” has the meaning assigned to such term in Section 9.11.


 


“Judgment
Currency Conversion Date” has the meaning assigned to such term in Section
9.11.


 


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


 


“Leverage
Ratio” means, on any date, the ratio of (a) Net Indebtedness as of such
date to (b) Consolidated EBITDA for the period of four consecutive fiscal
quarters of the Parent ended on such date.


 


“LIBO
Rate” means, with respect to any Borrowing for any Interest Period, the
London interbank offered rate per annum determined by reference to the British
Bankers’ Association Interest Settlement Rates for deposits with a maturity
comparable to such Interest Period denominated in the currency in which such
Borrowing is denominated as reflected on the applicable Telerate Screen (or on
any successor or substitute page of such Service, or any successor to or
substitute for such Service, providing rate quotations comparable to those
currently provided on such page of such Service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of interest
rates applicable to deposits in the currency in which such Borrowing is
denominated in the London interbank market) at approximately 11:00 a.m., London
time, on the Quotation Day for the currency in which such Borrowing is
denominated.  In the event that such
rate is not available at such time for any reason, then the “LIBO Rate”
with respect to such Borrowing for such Interest Period shall be the average of
the Quoted Rates supplied to the Administrative Agent by the Reference Banks in
accordance with Section 2.12.


 


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


 


“Loan”
means any loan made by a Lender to the Borrower pursuant to this Agreement.


 


12

















 


“Loan
Parties” means the Borrower and the Guarantors.


 


“Loan
Document” means this Agreement and the Guarantee Agreement.


 


“Local
Time” means (a) with respect to any Loan or Borrowing denominated in
Dollars, New York City time and (b) with respect to any Loan or Borrowing
denominated in any Alternative Currency, London time (or such other time as the
Administrative Agent may designate in respect of the applicable currency).


 


“Material
Adverse Effect” means a material adverse effect on (a) the ability of the
Loan Parties to perform their obligations under the Loan Documents, taken as a
whole or (b) the rights of or benefits available to the Lenders under the Loan
Documents, taken as a whole.


 


“Material
Indebtedness” means Indebtedness (other than the Loans) of any one or more
of the Parent and the Subsidiaries in an aggregate principal amount exceeding
$20,000,000.


 


“Material
Swap Obligations” means obligations in respect of one or more Swap
Agreements of any one or more of the Parent and the Subsidiaries in an
aggregate principal amount exceeding $20,000,000.  For purposes of this definition, the “principal amount” of the
obligations of the Parent or any Subsidiary in respect of any Swap Agreement at
any time shall be the maximum aggregate amount (giving effect to any netting
agreements) that the Parent or such Subsidiary would be required to pay if such
Swap Agreement were terminated at such time.


 


“Maturity
Date” means December 4, 2008.


 


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


 


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


 


“Net
Indebtedness” means, as of any date, the sum of (a) the aggregate principal
amount of Indebtedness of the Parent and the Subsidiaries outstanding as of
such date, in the amount that would be reflected on a balance sheet prepared as
of such date on a consolidated basis in accordance with GAAP, plus (b) the
aggregate principal amount of obligations for borrowed money that are
outstanding as of such date of Persons other than the Parent and its
Subsidiaries, to the extent Guaranteed by the Parent or any of the Subsidiaries,
minus (c) the aggregate amount of cash of the Parent and the Subsidiaries that
would be reflected on a balance sheet prepared as of such date on a
consolidated basis in accordance with GAAP, excluding (i) any such cash subject
to Liens, (ii) any such cash related to Insurance Broking Account Assets and
(iii) any such cash that represents fiduciary funds.


 


“Net
Worth” means, as of any date, (a) the amount of total assets of the Parent
and the Subsidiaries minus (b) the amount of total liabilities of the Parent
and the


 


13

















 


Subsidiaries, in each case, that would be
reflected on a balance sheet prepared as of such date on a consolidated basis
in accordance with GAAP.


 


“Obligation
Currency” has the meaning assigned to such term in Section 9.11.


 


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


 


“Parent”
means Willis Group Holdings Limited, an exempted company under the Companies
Act 1981 of Bermuda.


 


“Participant”
has the meaning set forth in Section 9.04.


 


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


 


“Permitted
Encumbrances” means:


 


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


 


(b) carriers’, warehousemen’s, mechanics’,
materialmen’s, repairmen’s and other like Liens imposed by law, arising in the
ordinary course of business;


 


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


 


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


 


(e) judgment liens in respect of judgments that do
not constitute an Event of Default under clause (k) of Article VII; and


 


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


 


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


 


14

















 


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


 


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


 


“Quotation
Day” in respect of the determination of the LIBO Rate or EURIBO Rate for
any Interest Period (a) for any Borrowing in Dollars or any Alternative
Currency (other than Sterling), means the day on which quotations would
normally be given by prime banks in the London interbank market for deposits in
the currency in which such Borrowing is denominated for delivery on the first
day of such Interest Period; provided, that if quotations would normally
be given on more than one date, the Quotation Day for such Interest Period
shall be the last of such dates and (b) for any Borrowing denominated in
Sterling, means the first day of such Interest Period.


 


“Quoted
Rate” means, with respect to any Borrowing, the rate at which Dollar
deposits of $5,000,000 (or in the case of Borrowings denominated in an
Alternative Currency, deposits with a Dollar Equivalent of $5,000,000) and for
a maturity comparable to the Interest Period for the applicable Borrowing are
offered by a Reference Bank in immediately available funds in the London
interbank market at 11:00 a.m., London time (in the case of Borrowings
denominated in Dollars or an Alternative Currency other than Euro) or the
European interbank market at 11:00 a.m., Brussels time (in the case of
Borrowings denominated in Euro), as applicable, in each case, on the Quotation
Day for the currency in which such Borrowing is denominated prior to the
commencement of such Interest Period.


 


“Reference
Banks” means Bank of America, N.A., Citibank N.A., JPMorgan Chase Bank and
The Royal Bank of Scotland plc.


 


“Register”
has the meaning set forth in Section 9.04.


 


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


 


“Relocation
Indebtedness” means Indebtedness incurred to finance the acquisition,
construction or improvement of any fixed or capital assets, including Capital
Lease Obligations, in connection with the relocation of the Parent’s principal
offices in London, England, and extensions, renewals and replacements of any
such Indebtedness that do not increase the outstanding principal amount
thereof.


 


“Required
Lenders” means, at any time, Lenders having Revolving Credit Exposures,
Term Loans and unused Commitments representing more than 50% of the


 


15

















 


sum of the total Revolving Credit Exposures,
outstanding Term Loans and unused Commitments at such time.


 


“Revaluation
Date” means, with respect to an Alternative Currency Borrowing, (a) the
last day of each Interest Period with respect to such Borrowing and, if such
Interest Period has a duration of more than three months, each day prior to the
last day of such Interest Period that occurs at intervals of three months
duration after the first day of such Interest Period and (b) if the Borrower
elects a new Interest Period prior to the end of the existing Interest Period
with respect to such Borrowing, the date of commencement of such new Interest
Period.


 


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


 


‘Revolving
Borrowing” means a Borrowing comprised of Revolving Loans.


 


“Revolving
Commitment” means, with respect to each Lender, the commitment, if any, of
such Lender to make Revolving Loans, expressed as an amount representing the
maximum aggregate amount of such Lender’s Revolving Credit Exposure hereunder,
as such commitment may be (a) reduced from time to time pursuant to Section
2.06 and (b) reduced or increased from time to time pursuant to assignments by
or to such Lender pursuant to Section 9.04. 
The initial amount of each Lender’s Revolving Commitment is set forth on
Schedule 2.01, or in the Assignment and Assumption pursuant to which such
Lender shall have assumed its Revolving Commitment, as applicable.  The initial aggregate amount of the Lenders’
Revolving Commitments is $150,000,000.


 


“Revolving
Credit Exposure” means, with respect to any Lender at any time, the sum of
(a) the outstanding principal amount of such Lender’s Revolving Loans
denominated in Dollars at such time, plus (b) the Assigned Dollar Value of the
outstanding principal amount of such Lender’s Alternative Currency Loans at
such time.


 


“Revolving
Lender” means a Lender with a Revolving Commitment or, if the Revolving
Commitments have terminated or expired, a Lender with Revolving Credit
Exposure.


 


“Revolving
Loan” means a Loan made pursuant to clause (b) of Section 2.01.


 


“S&P”
means Standard & Poor’s.


 


“Sold
Entity or Business” has the meaning assigned to such term in the definition
of “Consolidated EBITDA”.


 


“Spot
Exchange Rate” means, on any day, (a) with respect to any Alternative
Currency in relation to Dollars, the spot rate at which Dollars are offered on


 


16

















 


such day for such Alternative Currency which
appears on page FXFX of the Reuters Screen at approximately 11:00 a.m., London
time (and if such spot rate is not available on the applicable page of the
Reuters Screen, such spot rate as is quoted by Bank of America, N.A., London
branch, at approximately 11:00 a.m., London time) and (b) with respect to
Dollars in relation to any specified Alternative Currency, the spot rate at
which such specified Alternative Currency is offered on such day for Dollars
which appears on page FXFX of the Reuters Screen at approximately 11:00 a.m.,
London time (and if such spot rate is not available on the applicable page of
the Reuters Screen, such spot rate as is quoted by Bank of America N.A., London
branch, at approximately 11:00 a.m., London time).  For purposes of determining the Spot Exchange Rate in connection
with an Alternative Currency Borrowing, such Spot Exchange Rate shall be
determined as of the Denomination Date for such Borrowing with respect to the
transactions in the applicable Alternative Currency that will settle on the
date of such Borrowing.


 


“SPC”
has the meaning assigned to such term in Section 9.04(e).


 


“Statutory
Reserve Rate” means a fraction (expressed as a decimal), the numerator of
which is the number one and the denominator of which is the number one minus
the aggregate of the maximum reserve percentages (including any marginal,
special, emergency or supplemental reserves) expressed as a decimal established
by the Board to which Bank of America, N.A. is subject for eurocurrency funding
(currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board).  Such reserve percentages shall include those
imposed pursuant to such Regulation D. 
Loans made hereunder shall be deemed to constitute eurocurrency funding
and to be subject to such reserve requirements without benefit of or credit for
proration, exemptions or offsets that may be available from time to time to any
Lender under such Regulation D or any comparable regulation.  The Statutory Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in any reserve
percentage.


 


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


 


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


 


“Subsidiary”
means any subsidiary of the Parent, including the Borrower.


 


“Supermajority
Lenders” means, at any time, Lenders having Revolving Credit Exposures,
Term Loans and unused Commitments representing more than 662/3%


 


17

















 


of the sum of the total Revolving Credit
Exposures, outstanding Term Loans and unused Commitments at such time.


 


“Swap
Agreement” means any agreement with respect to any swap, forward, future or
derivative transaction or option or similar agreement involving, or settled by
reference to, one or more rates, currencies, commodities, equity or debt
instruments or securities, or economic, financial or pricing indices or
measures of economic, financial or pricing risk or value or any similar
transaction or any combination of these transactions; provided that no
phantom stock or similar plan providing for payments only on account of
services provided by current or former directors, officers, employees or
consultants of the Parent or the Subsidiaries shall be a Swap Agreement.


 


“TARGET”
means the Trans-European Automated Real-time Gross Settlement Express Transfer
payment system.


 


“TARGET
Day” means any day on which TARGET is open for the settlement of payments
in Euro.


 


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


 


“Term
Borrowing” means a Borrowing comprised of Term Loans.


 


“Term
Loan” means a Loan made pursuant to clause (a) of Section 2.01.


 


“Term
Loan Commitment” means, with respect to each Lender, the commitment, if
any, of such Lender to make Term Loans, expressed as an amount representing the
maximum aggregate amount of Term Loans to be made by such Lender, as such
commitment may be (a) reduced from time to time pursuant to Section 2.06 and
(b) reduced or increased from time to time pursuant to assignments by or to
such Lender pursuant to Section 9.04. 
The initial amount of each Lender’s Term Loan Commitment is set forth on
Schedule 2.01, or in the Assignment and Assumption pursuant to which such
Lender shall have assumed its Term Loan Commitment, as applicable.  The initial aggregate amount of the Lenders’
Term Loan Commitments is $450,000,000.


 


“Term
Loan Funding Period” means the period commencing on the Effective Date and
ending on the date that is 180 days after the Effective Date.


 


“Term
Loan Lender” means a Lender with a Term Loan Commitment or an outstanding
Term Loan.


 


“Transactions”
means the execution, delivery and performance by the Loan Parties of the Loan
Documents, the borrowing of Loans and the use of the proceeds thereof.


 


18

















 


“USA
Patriot Act” means the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA Patriot
Act) of 2001.


 


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


 


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


 


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


 


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


 


19

















 


ARTICLE II


 


The Credits


 


SECTION 2.01.  Commitments.  Subject to the terms and conditions set forth herein, each Lender
agrees (a) to make Term Loans (in Dollars) to the Borrower from time to time
during the Term Loan Funding Period in an aggregate principal amount not
exceeding its Term Loan Commitment (provided that the Lenders shall not
be required to make Term Loans to the Borrower on more than five occasions
during the Term Loan Funding Period) and (b) to make Revolving Loans (in
Dollars or in any Alternative Currency) to the Borrower from time to time
during the Revolving Availability Period in an aggregate principal amount that
will not result in such Lender’s Revolving Credit Exposure exceeding such
Lender’s Revolving Commitment.  Within
the foregoing limits and subject to the terms and conditions set forth herein,
the Borrower may borrow, prepay and reborrow Revolving Loans.  Amounts repaid in respect of Term Loans may
not be reborrowed.


 


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


 


(b)  Each Borrowing shall be comprised of Loans
that bear interest at a rate determined by reference to the Adjusted LIBO Rate
or the Adjusted EURIBO Rate.  Each
Lender at its option may make any Loan by causing any domestic or foreign
branch or Affiliate of such Lender to make such Loan; provided that any
exercise of such option shall not affect the obligation of the Borrower to
repay such Loan in accordance with the terms of this Agreement.


 


(c)  At the commencement of each Interest Period
for any Borrowing, such Borrowing shall be in an aggregate amount that is an
integral multiple of $1,000,000 and not less than $5,000,000 (or the
Alternative Currency Equivalent, if applicable).  Borrowings of more than one Class may be outstanding at the same
time; provided that there shall not at any time be more than a total of
five Term Borrowings and ten Revolving Borrowings outstanding.


 


(d)  Loans made pursuant to any Alternative
Currency Borrowing shall be made in the Alternative Currency specified in the
applicable Borrowing Request in an aggregate amount equal to the Alternative
Currency Equivalent of the Dollar amount specified in such Borrowing Request; provided,
that for purposes of the Borrowing amounts specified in paragraph (c), each
Alternative Currency Borrowing shall be deemed to be in a principal amount
equal to its Assigned Dollar Value.


 


20

















 


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


 


SECTION
2.03.  Requests
for Borrowings.  To
request a Term Borrowing or Revolving Borrowing, the Borrower shall notify the
Administrative Agent in writing of such request not later than 11:00 a.m.,
London time, three Business Days before the date of the proposed
Borrowing.  Each such Borrowing Request
shall be irrevocable and shall be delivered by hand or sent by facsimile to the
Administrative Agent in a form approved by the Administrative Agent and signed by
the Borrower.  Each such Borrowing
Request shall specify the following information in compliance with Section
2.02:


 


(i) whether the requested Borrowing is to be a Term Borrowing or
Revolving Borrowing;


 


(ii) the aggregate amount (expressed in Dollars) and, in the case of a
Revolving Borrowing, currency (which must be Dollars or an Alternative
Currency) of such Borrowing;


 


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


 


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


 


(v) the location and number of the Borrower’s account to which funds
are to be disbursed, which shall comply with the requirements of Section 2.04.


 


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


 


SECTION
2.04.  Funding
of Borrowings.  (a)  Each Lender shall make each Loan to be made
by it hereunder on the proposed date thereof by wire transfer of immediately
available funds by 12:00 noon, Local Time, to the account of the Administrative
Agent most recently designated by it for such purpose by notice to the
Lenders.  The Administrative Agent will
make such Loans available to the Borrower by promptly crediting the amounts so
received, in like funds, to an account of the Borrower  (i) in New York City, in the case of Loans
denominated in Dollars or (ii) in London (or such other city as the
Administrative Agent may designate in respect of the applicable currency), in
the case of Loans denominated in any Alternative Currency, in each case
designated by the Borrower in the applicable Borrowing Request.


 


(b)  Unless the Administrative Agent shall have
received notice from a Lender prior to the proposed date of any Borrowing that
such Lender will not make available to the Administrative Agent such Lender’s
share of such Borrowing, the


 


21

















 


Administrative Agent may assume
that such Lender has made such share available on such date in accordance with
paragraph (a) of this Section and may, in reliance upon such assumption, make
available to the Borrower a corresponding amount.  In such event, if a Lender has not in fact made its share of the
applicable Borrowing available to the Administrative Agent, then the applicable
Lender and the Borrower severally agree to pay to the Administrative Agent
forthwith on demand such corresponding amount with interest thereon, for each
day from (and including) the date such amount is made available to the Borrower
to (but excluding) the date of payment to the Administrative Agent, at (i) in
the case of such Lender, the greater of the Federal Funds Effective Rate and a
rate determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation or (ii) in the case of the Borrower, the Cost
of Funds Rate plus the Applicable Rate in respect of the applicable
Borrowing.  If such Lender pays such
amount to the Administrative Agent, then such amount shall constitute such
Lender’s Loan included in such Borrowing.


 


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


 


(b)  To make an election pursuant to this
Section, the Borrower shall notify the Administrative Agent of such election in
writing by the time that a Borrowing Request would be required under Section
2.03 if the Borrower were requesting a Borrowing resulting from such election
to be made on the effective date of such election.  Each such Interest Election Request shall be irrevocable and
shall be delivered by hand or sent by facsimile to the Administrative Agent in
a form approved by the Administrative Agent and signed by the Borrower.


 


(c)  Each Interest Election Request shall specify
the following information in compliance with Section 2.02:


 


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


 


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


 


(iii) the Interest Period to be applicable thereto after giving effect
to such election, which shall be a period contemplated by the definition of the
term “Interest Period”.


 


22

















 


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


 


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


 


(e)  If the Borrower fails to deliver a timely
Interest Election Request with respect to a Borrowing prior to the end of the
Interest Period applicable thereto, then, unless such Borrowing is repaid as
provided herein, at the end of such Interest Period the Borrower shall be
deemed to have elected to continue such Borrowing for an Interest Period of one
month’s duration.  Notwithstanding any
contrary provision hereof, if an Event of Default has occurred and is
continuing and the Administrative Agent, at the request of the Required
Lenders, so notifies the Borrower, then, so long as an Event of Default is
continuing, the Borrower may not elect any Interest Period with a duration
longer than one month.


 


SECTION
2.06.  Termination and Reduction of
Commitments.  (a)  Unless previously terminated, the Term Loan
Commitments shall terminate at the end of the Term Loan Funding Period and the
Revolving Commitments shall terminate on the Maturity Date.


 


(b)  A Lender’s Term Loan Commitment shall be
reduced on the date of each Term Loan Borrowing by the amount of the Term Loan
funded by such Lender on such date.


 


(c)  The Borrower may at any time terminate, or
from time to time reduce, the Commitments of either Class; provided that
(i) each reduction of the Commitments shall be in an amount that is an integral
multiple of $5,000,000 and not less than $25,000,000 and (ii) the Borrower
shall not terminate or reduce the Revolving Commitments if, after giving effect
to any concurrent prepayment of the Revolving Loans in accordance with Section
2.09, the total Revolving Credit Exposure would exceed the total Revolving
Commitments.


 


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


 


23

















 


shall be made ratably among the
Lenders in accordance with their respective Commitments of such Class.


 


SECTION
2.07.  Repayment of Loans; Evidence of Debt.  (a) 
The Borrower hereby unconditionally promises to pay (i) to the Administrative
Agent for the account of each Revolving Lender the then unpaid principal amount
of each Revolving Loan on the Maturity Date and (ii) to the Administrative
Agent for the account of each Term Loan Lender the then unpaid principal amount
of each Term Loan as provided in Section 2.08.


 


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


 


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


 


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


 


(e)  Any Lender may request that Loans of either
Class made by it be evidenced by a promissory note.  In such event, the Borrower shall prepare, execute and deliver to
such Lender a promissory note payable to the order of such Lender (or, if
requested by such Lender, to such Lender and its registered assigns) and in a
form approved by such Lender and the Administrative Agent.  Thereafter, the Loans evidenced by such
promissory note and interest thereon shall at all times (including after
assignment pursuant to Section 9.04) be represented by one or more promissory
notes in such form payable to the order of the payee named therein (or, if such
promissory note is a registered note, to such payee and its registered
assigns).


 


SECTION
2.08.  Amortization of Term Loans.  (a) 
Subject to adjustment pursuant to paragraph (b) of this Section, the
Borrower shall repay Term Borrowings in three equal installments of
$150,000,000, each payable on each of the third anniversary of the Effective
Date, the fourth anniversary of the Effective Date and the Maturity Date.


 


(b)  If (i) the aggregate amount of the Lenders’
initial Term Loan Commitments exceeds the aggregate principal amount of Term
Loans made during the Term Loan Funding Period or (ii) the Borrower prepays any
Term Borrowing in


 


24

















 


accordance with Section 2.09,
the Borrower shall notify the Administrative Agent in writing of the manner in
which it elects such excess, in the case of clause (i), or such prepayment
amount, in the case of clause (ii), to be applied to the scheduled amortization
set forth in paragraph (a).  If the
Borrower does not so notify the Administrative Agent by the end of the Term
Loan Funding Period or on the date of 
prepayment, as applicable, the Administrative Agent shall request that
the Borrower promptly provide such notice. 
If the Borrower does not provide such notice within five days of
receiving such request from the Administrative Agent, then the excess, in the
case of clause (i) above, or the prepayment amount, in the case of clause (ii)
above, shall be applied ratably to reduce the subsequent scheduled repayments
of the Term Borrowings to be made pursuant to this Section.


 


(c)  Prior to any repayment of any Term Borrowing
hereunder, the Borrower shall select the Borrowing or Borrowings to be repaid
and shall notify the Administrative Agent in writing of such selection not
later than 11:00 a.m., London time, three Business Days before the scheduled
date of such repayment.  Each repayment
of a Term Borrowing shall be applied ratably to the Term Loans included in the
repaid Term Borrowing.  Repayments of
Term Borrowings shall be accompanied by accrued interest on the amount repaid.


 


SECTION
2.09.  Prepayment
of Loans.  (a)  The Borrower shall have the right at any
time and from time to time to prepay any Borrowing in whole or in part, without
premium or penalty (other than payments required by Section 2.14 if prepayment
is on a date other than the last day of an Interest Period), subject to the
requirements of this Section.


 


(b)  If, at any time, the total Revolving Credit
Exposures exceeds the total amount of the Revolving Commitments, then the
Borrower shall, not later than the date that is four Business Days after the
Borrower receives notice thereof from the Administrative Agent, prepay one or
more Revolving Borrowings in an aggregate amount sufficient to reduce the total
Revolving Credit Exposures to an amount not exceeding the total Revolving
Commitments.


 


(c)  The Borrower shall notify the Administrative
Agent in writing of any prepayment hereunder not later than 11:00 a.m., London
time, three Business Days before the date of prepayment.  Each such notice shall be irrevocable and
shall specify the prepayment date and the principal amount of each Borrowing or
portion thereof to be prepaid; provided that, if a notice of prepayment
is given in connection with a conditional notice of termination of the
Revolving Commitments as contemplated by Section 2.06, then such notice of
prepayment may be revoked if such notice of termination is revoked in
accordance with Section 2.06.  Promptly
following receipt of any such notice, the Administrative Agent shall advise the
Lenders participating in the relevant Borrowing or Borrowings of the contents
thereof.  Each partial prepayment of any
Borrowing shall be in an amount that would be permitted in the case of an
advance of a Borrowing as provided in Section 2.02, except as necessary to
comply with a mandatory prepayment pursuant to paragraph (b) above.  Each prepayment of a Borrowing shall be
applied


 


25

















 


ratably to the Loans included
in the prepaid Borrowing.  Prepayments
shall be accompanied by accrued interest on the amount prepaid.


 


SECTION
2.10.  Fees.  (a) 
The Borrower agrees to pay to the Administrative Agent for the account
of each Lender a commitment fee, which shall accrue at a rate equal to (i) in
the case of a Term Loan Commitment, 0.25% per annum for the period commencing
on (and including) the Effective Date and ending on (but excluding) the date
that is 90 days after the Effective Date, and 40% of the Applicable Rate
thereafter, on the daily amount of the Term Loan Commitment of such Lender and
(ii) 40% of the Applicable Rate on the average daily unused amount of the
Revolving Commitment of such Lender, in each case, during the period commencing
on (and including) the Effective Date and ending on (but excluding) the date on
which such Revolving Commitment terminates. 
Accrued commitment fees with respect to either Class of Commitment shall
be payable in arrears on the last day of March, June, September and December of
each year and on the date on which the Commitments of such Class terminate,
commencing on the first such date to occur after the date hereof.  All commitment fees shall be computed on the
basis of a year of 360 days and shall be payable for the actual number of days
elapsed (including the first day but excluding the last day).


 


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


 


(c)  All fees payable hereunder shall be paid in
Dollars on the dates due, in immediately available funds, to the Administrative
Agent for distribution, in the case of commitment fees, to the Lenders.  Fees paid shall not be refundable under any
circumstances.


 


SECTION
2.11.  Interest.  (a)  
The Loans comprising each Borrowing (other than Alternative Currency
Loans denominated in Euro) shall bear interest at the Adjusted LIBO Rate for
the Interest Period in effect for such Borrowing plus the Applicable Rate.  The Alternative Currency Loans comprising
each Revolving Borrowing denominated in Euro shall bear interest at the
Adjusted EURIBO Rate for the Interest Period in effect for such Borrowing plus
the Applicable Rate.


 


(b)  Notwithstanding the foregoing, if any
principal of or interest on any Loan or any fee or other amount payable by the
Borrower hereunder is not paid when due, whether at stated maturity, upon
acceleration or otherwise, such overdue amount shall bear interest, after as
well as before judgment, at a rate per annum equal to (i) in the case of
overdue principal of or interest on any Loan, 2.5% plus the Adjusted LIBO Rate
or Adjusted EURIBO Rate (as applicable) then applicable to the Borrowing of
which such Loan is a part or (ii) in the case of any fee or other amount, 2.5%
plus the Cost of Funds Rate.


 


(c)  Accrued interest on each Loan shall be
payable in arrears on each Interest Payment Date for such Loan; provided
that (i) interest accrued pursuant to


 


26

















 


paragraph (b) of this Section
shall be payable on demand, (ii) in the event of any repayment or prepayment of
any Loan, accrued interest on the principal amount repaid or prepaid shall be
payable on the date of such repayment or prepayment and (iii) in the event of a
change in the Interest Period with respect to any Borrowing prior to the end of
the then current Interest Period for such Borrowing, accrued interest on the
amount of each Loan comprising such Borrowing shall be payable on the effective
date of such change.


 


(d)  All interest hereunder shall be computed on
the basis of a year of 360 days, except that interest computed on Revolving
Borrowings denominated in Sterling shall be computed on the basis of a year of
365 days, and in each case shall be payable for the actual number of days
elapsed (including the first day but excluding the last day).  The Adjusted LIBO Rate, the Adjusted EURIBO
Rate and the Cost of Funds Rate shall be determined by the Administrative
Agent, and each such determination shall be conclusive absent manifest
error.  The Administrative Agent, upon
determining the interest rate for any Borrowing, shall promptly notify the
Borrower and the relevant Lenders thereof.


 


SECTION
2.12.  Alternate Rate of Interest;
Market Disruption. 
(a)  If the Administrative Agent
determines (which determination shall be conclusive absent manifest error) that
the screen rate used to determine the LIBO Rate or the EURIBO Rate for any
Borrowing, as applicable, will not be available on a Quotation Day, the
Administrative Agent shall promptly request that each Reference Bank supply it
with its Quoted Rate, and the LIBO Rate or EURIBO Rate, as applicable, to be
used to determine the interest rate applicable to such Borrowing shall be the
average of the Quoted Rates supplied to the Administrative Agent by the
Reference Banks. If the Administrative Agent makes such request and one or more
Reference Banks fails to supply its Quoted Rate to the Administrative Agent by
11:30 a.m., London time, on a Quotation Day, the applicable LIBO Rate or EURIBO
Rate shall (subject to paragraph (b) below) be determined on the basis of the
Quoted Rates supplied by the remaining Reference Banks.


 


(b)  If, with respect to any Borrowing for which
the Adjusted LIBO Rate or the Adjusted EURIBO Rate is to be determined by
reference to the Quoted Rates supplied to the Administrative Agent by each
Reference Bank, (i) only one Reference Bank supplies the Administrative Agent
with a Quoted Rate, (ii) no Reference Bank supplies the Administrative Agent
with a Quoted Rate, or (iii) prior to the close of business on the Quotation
Day, the Administrative Agent receives notification from Lenders whose
participation in such Borrowing exceeds 35% of the amount of such Borrowing
that the cost to such Lenders of obtaining matching deposits in the London
interbank market (in the case of Borrowings comprised of Loans denominated in
Dollars or an Alternative Currency other than Euro) or the European interbank
market (in the case of Borrowings comprised of Loans denominated in Euro) would
be in excess of the LIBO Rate or the EURIBO Rate, as applicable, for the
relevant Interest Period (each such event described in clauses (i), (ii) and
(iii), a “Market Disruption Event”), then the Administrative Agent shall
give notice thereof to the Parent, the Borrower and the Lenders in writing as
promptly as practicable thereafter, and the interest rate applicable to such
Borrowing shall be the Cost of Funds Rate plus the Applicable Rate in respect
of


 


27

















 


such Borrowing.  If a Market Disruption Event occurs, at the
request of the Administrative Agent, the Parent or the Borrower, the
Administrative Agent, the Parent and the Borrower shall enter into negotiations
for a period of no more than 30 days for the purpose of agreeing to a
substitute basis for determining the rate of interest to be applied to the
applicable Borrowing (and, to the extent required, any future Borrowings).  Any substitute basis agreed upon shall be,
with the consent of the participating Lenders (if such substitute basis is only
to apply to a particular Borrowing) or all Lenders (if such substitute basis is
to apply to any future Borrowing), be binding on all of the parties to this
Agreement.


 


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


 


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


 


(ii)
impose on any Lender, the London interbank market or the European interbank
market any other condition affecting this Agreement or Loans made by such
Lender;


 


and
the result of any of the foregoing shall be to increase the cost to such Lender
of making or maintaining any Loan (or of maintaining its obligation to make any
such Loan) or to increase the cost to such Lender or to reduce the amount of
any sum received or receivable by such Lender hereunder (whether of principal,
interest or otherwise), then the Borrower will pay to such Lender such additional
amount or amounts as will compensate such Lender for such additional costs
incurred or reduction suffered.


 


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


 


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


 


(d)  Failure or delay on the part of any Lender
to demand compensation pursuant to this Section shall not constitute a waiver
of such Lender’s right to demand such compensation; provided that the
Borrower shall not be required to compensate a


 


28

















 


Lender pursuant to this Section
for any increased costs or reductions incurred more than 270 days prior to the
date that such Lender notifies the Borrower of the Change in Law giving rise to
such increased costs or reductions and of such Lender’s intention to claim
compensation therefor; provided further that, if the Change in Law
giving rise to such increased costs or reductions is retroactive, then the
270-day period referred to above shall be extended to include the period of
retroactive effect thereof.


 


SECTION
2.14.  Break
Funding Payments.  In the
event of (a) the payment of any principal of any Loan other than on the last
day of an Interest Period applicable thereto (including as a result of an Event
of Default), (b) the change of the Interest Period of a Loan other than on the
last day of the existing Interest Period, (c) the failure to borrow, continue
or prepay any Loan on the date specified in any notice delivered pursuant
hereto (regardless of whether such notice may be revoked under Section 2.09(b)
and is revoked in accordance therewith), or (d) the assignment of any Loan
other than on the last day of the Interest Period applicable thereto as a
result of a request by the Borrower pursuant to Section 2.18, then, in any such
event, the Borrower shall compensate each Lender for the loss, cost and expense
attributable to such event.  Such loss,
cost or expense to any Lender shall be deemed to include an amount determined
by such Lender to be the excess, if any, of (i) the amount of interest which
would have accrued on the principal amount of such Loan had such event not
occurred, at the Adjusted LIBO Rate (or, in the case of a Revolving Borrowing
denominated in Euro, the Adjusted EURIBO Rate) that would have been applicable to
such Loan, for the period from the date of such event to the last day of the
then current Interest Period therefor (or, in the case of a failure to borrow
or continue, for the period that would have been the Interest Period for such
Loan), over (ii) the amount of interest which would accrue on such principal
amount for such period at the interest rate which such Lender would bid were it
to bid, at the commencement of such period, for deposits in the applicable
currency and of a comparable amount and period from other banks in the
eurodollar market.  A certificate of any
Lender setting forth any amount or amounts that such Lender is entitled to
receive pursuant to this Section shall be delivered to the Borrower and shall
be conclusive absent manifest error. 
The Borrower shall pay such Lender the amount shown as due on any such
certificate within 10 days after receipt thereof.


 


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


 


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


 


29

















 


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


 


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


 


(e)  Any Foreign Lender that is entitled to an
exemption from or reduction of withholding tax under the law of the
jurisdiction in which the Borrower is located, or any treaty to which such
jurisdiction is a party, with respect to payments under this Agreement shall,
at the written request of the Borrower, deliver to the Borrower (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
or reasonably requested by the Borrower as will permit such payments to be made
without withholding or at a reduced rate.


 


(f)  If the Administrative Agent or a Lender
determines, in its sole discretion, that it has received a refund of any Taxes
or Other Taxes as to which it has been indemnified by the Borrower or with
respect to which the Borrower has paid additional amounts pursuant to this
Section 2.15, it shall pay over such refund to the Borrower (but only to the
extent of indemnity payments made, or additional amounts paid, by the Borrower
under this Section 2.15 with respect to the Taxes or Other Taxes giving rise to
such refund), net of all out-of-pocket expenses of the Administrative Agent or
such Lender and without interest (other than any interest paid by the relevant
Governmental Authority with respect to such refund); provided, that the
Borrower, upon the request of the Administrative Agent or such Lender, agrees
to repay the amount paid over to the Borrower (plus any penalties, interest or
other charges imposed by the relevant Governmental Authority) to the
Administrative Agent or such Lender in the event the Administrative Agent or
such Lender is required to repay such refund to such Governmental
Authority.  This Section shall not be
construed to require the Administrative Agent or any Lender to make available
its tax returns (or any other information relating to its taxes which it deems
confidential) to the Borrower or any other Person.


 


30

















 


SECTION
2.16.  Payments Generally; Pro Rata
Treatment; Sharing of Set-offs. 
(a)  The Borrower shall make each
payment required to be made by it hereunder (whether of principal, interest or
fees or of amounts payable under Section 2.13, 2.14 or 2.15, or otherwise)
prior to 12:00 noon, Local time, on the date when due, in immediately available
funds, without set-off or counterclaim. 
Any amounts received after such time on any date may, in the discretion
of the Administrative Agent, be deemed to have been received on the next
succeeding Business Day for purposes of calculating interest thereon.  All such payments shall be made to such
account as the Administrative Agent shall from time to time specify in a notice
delivered to the Borrower, except that payments pursuant to Sections 2.13,
2.14, 2.15 and 9.03 shall be made directly to the Persons entitled
thereto.  The Administrative Agent shall
distribute any such payments received by it for the account of any other Person
to the appropriate recipient promptly following receipt thereof.  If any payment hereunder shall be due on a
day that is not a Business Day, the date for payment shall be extended to the
next succeeding Business Day, and, in the case of any payment accruing
interest, interest thereon shall be payable for the period of such
extension.  All payments of principal or
interest in respect of any Loan (or of any amount payable under Section 2.14 or
2.17 or, at the request of the applicable Lender, Section 2.13 or 2.15 in
respect of any Loan) shall be made in the currency in which such Loan is
denominated.  All other payments
hereunder shall be made in Dollars, except as otherwise expressly provided.


 


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


 


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


 


31

















 


to the foregoing arrangements
may exercise against the Borrower rights of set-off and counterclaim with
respect to such participation as fully as if such Lender were a direct creditor
of the Borrower in the amount of such participation.


 


(d)  Unless the Administrative Agent shall have
received notice from the Borrower prior to the date on which any payment is due
to the Administrative Agent for the account of the Lenders hereunder that the
Borrower will not make such payment, the Administrative Agent may assume that the
Borrower has made such payment on such date in accordance herewith and may, in
reliance upon such assumption, distribute to the Lenders the amount due.  In such event, if the Borrower has not in
fact made such payment, then each of the Lenders severally agrees to repay to
the Administrative Agent forthwith on demand the amount so distributed to such
Lender with interest thereon, for each day from and including the date such
amount is distributed to it to but excluding the date of payment to the
Administrative Agent, at the greater of the Federal Funds Effective Rate and a
rate determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation.


 


(e)  If any Lender shall fail to make any payment
required to be made by it pursuant to Section 2.04(b) or 2.16(d), then the
Administrative Agent may, in its discretion (notwithstanding any contrary
provision hereof), apply any amounts thereafter received by the Administrative
Agent for the account of such Lender to satisfy such Lender’s obligations under
such Sections until all such unsatisfied obligations are fully paid.


 


SECTION
2.17.  Additional Reserve Costs.  (a) 
If and so long as any Lender is required to make special deposits with
the Financial Services Authority or the Bank of England or to maintain reserve
asset ratios or pay fees (other than deposits or reserves reflected in the
determination of the Adjusted LIBO Rate or Adjusted EURIBO Rate, as the case
may be), in each case in respect of any of Loan made by such Lender hereunder,
such Lender may require the Borrower to pay, contemporaneously with each
payment of interest on such Loan, additional interest on such Loan at a rate
per annum equal to the Mandatory Costs Rate, as defined in (and calculated in
accordance with the formula and in the manner set forth in) Exhibit D.


 


(b)  If and so long as any Lender is required to
comply with reserve assets, liquidity, cash margin or other requirements of any
monetary or other authority (including any such requirement imposed by the
European Central Bank or the European System of Central Banks, but excluding
requirements reflected in the Statutory Reserve Rate or the Mandatory Costs
Rate) in respect of any Loan made by such Lender hereunder, such Lender may
require the Borrower to pay, contemporaneously with each payment of interest on
such Loan, additional interest on such Loan at a rate per annum determined by
such Lender to be the cost to such Lender of complying with such requirements
in relation to such Loan.


 


(c)  Any additional interest owed pursuant to
paragraph (a) or (b) above shall be determined by the relevant Lender, which
determination shall be conclusive absent manifest error, and notified to the
Borrower (with a copy to the Administrative


 


32

















 


Agent) at least five Business
Days before each date on which interest is payable for the relevant Loan, and
such additional interest so notified to the relevant Borrower by such Lender
shall be payable to the Administrative Agent for the account of such Lender on
each date on which interest is payable for such Loan.


 


SECTION
2.18.  Mitigation Obligations;
Replacement of Lenders. 
(a)  If any Lender requests
compensation under Section 2.13 or 2.17, or if the Borrower is required to pay
any additional amount to any Lender or any Governmental Authority for the
account of any Lender pursuant to Section 2.15, then such Lender shall use
reasonable efforts to designate a different lending office for funding or
booking its Loans hereunder or to assign its rights and obligations hereunder
to another of its offices, branches or affiliates, if, in the judgment of such
Lender, such designation or assignment (i) would eliminate or reduce amounts
payable pursuant to Section 2.13, 2.15 or 2.17, as the case may be, in the
future and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender.  The Borrower hereby agrees to pay all
reasonable costs and expenses incurred by any Lender in connection with any
such designation or assignment.


 


(b)  If any Lender requests compensation under
Section 2.13 or 2.17, or if the Borrower is required to pay any additional
amount to any Lender or any Governmental Authority for the account of any Lender
pursuant to Section 2.15, or if any Lender defaults in its obligation to fund
Loans hereunder, then the Borrower may, at its sole expense and effort, upon
notice to such Lender and the Administrative Agent, require such Lender to
assign and delegate, without recourse (in accordance with and subject to the
restrictions contained in Section 9.04), all its interests, rights and
obligations under this Agreement to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that (i) the Borrower shall have received the
prior written consent of the Administrative Agent, which consent shall not
unreasonably be withheld, (ii) such Lender shall have received payment of an
amount equal to the outstanding principal of its Loans, accrued interest
thereon, accrued fees and all other amounts payable to it hereunder, from the
assignee (to the extent of such outstanding principal and accrued interest and
fees) or the Borrower (in the case of all other amounts) and (iii) in the case
of any such assignment resulting from a claim for compensation under Section
2.13 or 2.17 or payments required to be made pursuant to Section 2.15, such
assignment will result in a reduction in such compensation or payments.  A Lender shall not be required to make any
such assignment and delegation if, prior thereto, as a result of a waiver by
such Lender or otherwise, the circumstances entitling the Borrower to require
such assignment and delegation cease to apply.


 


SECTION
2.19.  Redenomination of Certain
Designated Foreign Currencies. 
(a)  Each obligation of any party
to this Agreement to make a payment denominated in the national currency unit
of any member state of the European Union that adopts the Euro as its lawful
currency after the date hereof shall be redenominated into Euro at the time of
such adoption (in accordance with the EMU Legislation).  If, in relation to the currency of any such
member state, the basis of accrual of interest expressed in this Agreement in
respect of that currency shall be inconsistent with any


 


33

















 


convention or practice in the
London interbank market for the basis of accrual of interest in respect of the
Euro, such expressed basis shall be replaced by such convention or practice
with effect from the date on which such member state adopts the Euro as its
lawful currency; provided that if any Borrowing denominated in the
currency of such member state is outstanding immediately prior to such date,
such replacement shall take effect, with respect to such Borrowing, at the end
of the then current Interest Period.


 


(b)  Without prejudice and in addition to any
method of conversion or rounding prescribed by any EMU Legislation and (i)
without limiting the liability of the Borrower for any amount due under this
Agreement and (ii) without increasing any Commitment of any Lender, all
references in this Agreement to minimum amounts (or integral multiples thereof)
denominated in the national currency unit of any member state of the European
Union that adopts the Euro as its lawful currency after the date hereof shall,
immediately upon such adoption, be replaced by references to such minimum
amounts (or integral multiples thereof) as shall be specified herein with
respect to Borrowings denominated in Euro.


 


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


 


SECTION
2.20.  Assigned
Dollar Value.  (a) With respect
to each Alternative Currency Borrowing, its “Assigned Dollar Value”
shall mean the following:


 


(i)
the Dollar amount specified in the Borrowing Request therefor unless and until
adjusted pursuant to the following clause (ii), and


 


(ii)
as of each Revaluation Date with respect to such Alternative Currency
Borrowing, the “Assigned Dollar Value” of such Borrowing shall be adjusted to
be the Dollar Equivalent thereof (as determined by the Administrative Agent
based upon the applicable Spot Exchange Rate, which determination shall be
conclusive absent manifest error), subject to further adjustment in accordance
with this clause (ii) thereafter.


 


(b)  The Assigned Dollar Value of an Alternative
Currency Loan shall equal the Assigned Dollar Value of the Alternative Currency
Borrowing of which such Loan is a part multiplied by the percentage of such
Borrowing represented by such Loan.


 


(c)  The Administrative Agent shall notify the
Borrower and the relevant Lenders of any change in the Assigned Dollar Value of
any Alternative Currency Borrowing promptly following determination of such
change.


 


34

















 


ARTICLE III


 


Representations and
Warranties


 


Each
of the Parent and the Borrower represents and warrants to the Lenders that:


 


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


 


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


 


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


 


SECTION
3.04.  Financial Condition; No Material
Adverse Change.  (a)  The Parent has heretofore furnished to the
Lenders its consolidated balance sheet and statements of income, stockholders
equity and cash flows (i) as of and for the fiscal year ended December 31,
2002, reported on by Deloitte & Touche LLP, independent public accountants,
and (ii) as of and for the fiscal quarter and the portion of the fiscal year
ended September 30, 2003, certified by its chief financial officer.  Such financial statements present fairly, in
all material respects, the financial position and results of operations and
cash flows of the Parent and its consolidated subsidiaries as of such dates


 


35

















 


and for such periods in
accordance with GAAP, subject to year-end audit adjustments and the absence of
footnotes in the case of the statements referred to in clause (ii) above.


 


(b)  Since December 31, 2002, there has been no
material adverse change in the business, assets, operations or financial
condition of the Parent and the Subsidiaries, taken as a whole.


 


SECTION
3.05.  Properties.  (a) 
Each of the Parent and the Subsidiaries has good title to, or valid
leasehold interests in, all its real and personal property material to its
business, except for minor defects in title that do not interfere with its
ability to conduct its business as currently conducted or to utilize such
properties for their intended purposes and except where the failure to have
such good title or valid leasehold interests, individually or in the aggregate,
would not reasonably be expected to result in a Material Adverse Effect.


 


(b)  Each of the Parent and the Subsidiaries
owns, or is licensed to use, all trademarks, tradenames, copyrights, patents
and other intellectual property material to its business, and the use thereof
by the Parent and the Subsidiaries does not infringe upon the rights of any
other Person, except for any such infringements that, individually or in the
aggregate, would not reasonably be expected to result in a Material Adverse
Effect.


 


SECTION
3.06.  Litigation and Environmental
Matters.  (a)  There are no actions, suits or proceedings
(including investigative proceedings) by or before any arbitrator or
Governmental Authority pending against or, to the knowledge of the Parent or
the Borrower, threatened against or affecting the Parent or any Subsidiary,
that would reasonably be expected, individually or in the aggregate, to result
in a Material Adverse Effect (other than the Disclosed Matters).


 


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


 


SECTION 3.07.  Compliance with Laws; Absence of Default.  Each of the Parent and the Subsidiaries is
in compliance with all laws, regulations and orders of any Governmental
Authority applicable to it or its property, except where the failure to do so,
individually or in the aggregate, would not reasonably be expected to result in
a Material Adverse Effect.  No Default
has occurred and is continuing.


 


SECTION
3.08.  Investment and Holding Company
Status.  Neither the
Parent nor any Subsidiary is (a) an “investment company” as defined in, or
subject to regulation under, the Investment Company Act of 1940 or (b) a
“holding company” as defined in, or subject to regulation under, the Public
Utility Holding Company Act of 1935.


 


36

















 


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


 


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


 


SECTION
3.11.  Disclosure.  Neither the Information Memorandum nor any
of the other reports, financial statements, certificates or other information
furnished by or on behalf of the Parent or the Borrower to the Administrative
Agent or any Lender in connection with the negotiation of this Agreement or
delivered on or prior to the Effective Date hereunder (as modified or
supplemented by other information so furnished) contains any material
misstatement of fact or omits to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided that, with respect to projected financial
information, the Parent and Borrower represent only that such information was
prepared in good faith based upon assumptions believed to be reasonable at the
time.


 


SECTION
3.12.  Subsidiaries.  Schedule 3.12 sets forth the name and
jurisdiction of organization of, and the direct or indirect ownership interest
of the Parent in, each Subsidiary, and identifies each Subsidiary that is a
Guarantor, in each case as of the Effective Date.


 


SECTION
3.13.  Solvency.  Immediately after the consummation of the
Transactions to occur on the Effective Date, (a) the fair value of the assets
of each Loan Party, at a fair valuation, will exceed its debts and liabilities,
subordinated, contingent or otherwise; (b) the present fair saleable value of
the property of each Loan Party will be greater than the amount that will be
required to pay the probable liability of its debts and other liabilities,
subordinated, contingent or otherwise, as such debts and other liabilities
become absolute and matured; (c) each Loan Party will be able to pay its debts
and liabilities, subordinated, contingent or otherwise, as such debts and
liabilities become absolute and matured; (d) each Loan Party will not have
unreasonably small capital with


 


37

















 


which to conduct the business
in which it is engaged as such business is now conducted and is proposed to be
conducted following the Effective Date; (e) no Loan Party, by reason of actual
or anticipated financial difficulties, has commenced or intends to commence
negotiations with one or more of its creditors with a view to rescheduling any
of its Indebtedness; and (f) no moratorium has been declared and, in the
opinion of the Parent and the Borrower, no moratorium is reasonably likely to
be declared in the foreseeable future, in each case, in respect of any
Indebtedness of any Loan Party.


 


ARTICLE IV


 


Conditions


 


SECTION
4.01.  Effective
Date.  The obligations of
the Lenders to make Loans hereunder shall not become effective until the date
on which each of the following conditions is satisfied (or waived in accordance
with Section 9.02):


 


(a)  The Administrative Agent (or its counsel)
shall have received (i) from each party hereto either a counterpart of this
Agreement signed on behalf of such party or written evidence satisfactory to
the Administrative Agent (which may include facsimile transmission of a signed
signature page of this Agreement) that such party has signed a counterpart of
this Agreement and (ii) the Guarantee Agreement, executed and delivered by a
duly authorized officer of each of the Borrower and each Guarantor.


 


(b)  The Administrative Agent shall have received
a favorable written opinion (addressed to the Administrative Agent and the
Lenders and dated the Effective Date) of (i) William P. Bowden, Jr., in-house
counsel to the Borrower and the other Loan Parties organized or existing under
the laws of the United States or any state thereof, substantially in the form
of Exhibit C-1, (ii) Appleby Spurling & Kempe, local counsel to the Parent,
substantially in the form of Exhibit C-2 and (iii) Oliver Goodinge, in-house
counsel to the Loan Parties organized or existing under the laws of the United
Kingdom, substantially in the form of Exhibit C-3, and, in the case of each
such opinion required by this paragraph (b), covering such other matters
relating to the Loan Parties, the Loan Documents or the Transactions as the
Required Lenders shall reasonably request. 
The Parent and the Borrower hereby request such counsel to deliver such
opinions.


 


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


 


38

















 


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


 


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


 


(f)  The Borrower shall have made arrangements
satisfactory to the Administrative Agent for the termination of all commitments
under, payment of all amounts accrued and owing under, and the release and termination
of all Liens securing obligations under, the Existing Credit Agreement, in each
case substantially simultaneous with the initial Borrowing hereunder on the
Effective Date.


 


(g)  The Lenders shall have received the
consolidated balance sheet and statements of income, stockholders equity and
cash flows of the Parent (i) as of and for the years ended December 31, 2001
and December 31, 2002, reported on by Deloitte & Touche LLP, independent
public accountants and (ii) as of and for each fiscal quarter ended at least 30
days prior to the date hereof, in each case prepared in accordance with GAAP
(subject to year-end audit adjustments and the absence of footnotes in the case
of the statements referred to in clause (ii)). 
Such financial statements shall not be materially inconsistent with any
other financial statements or forecasts provided to the Lenders prior to the
date hereof.


 


(h)  To the extent requested, the Lenders shall
have received all documentation and other information required by bank regulatory
authorities under applicable “know your customer” and anti-money laundering
rules and regulations, including the USA Patriot Act.


 


The
Administrative Agent shall notify the Borrower and the Lenders of the Effective
Date, and such notice shall be conclusive and binding.  Notwithstanding the foregoing, the
obligations of the Lenders to make Loans hereunder shall not become effective
unless each of the foregoing conditions is satisfied (or waived pursuant to
Section 9.02) at or prior to 3:00 p.m., New York City time, on the date hereof
(and, in the event such conditions are not so satisfied or waived, the
Commitments shall terminate at such time).


 


SECTION
4.02.  Each
Credit Event.  The
obligation of each Lender to make a Loan on the occasion of any Borrowing is
subject to the satisfaction of the following conditions:


 


(a)  The representations and warranties of the
Loan Parties set forth in the Loan Documents shall be true and correct on and
as of the date of such Borrowing.


 


39

















 


(b)  At the time of and immediately after giving
effect to such Borrowing, no Default shall have occurred and be continuing.


 


Each
Borrowing shall be deemed to constitute a representation and warranty by the
Parent and the Borrower on the date thereof as to the matters specified in
paragraphs (a) and (b) of this Section.


 


ARTICLE V


 


Affirmative Covenants


 


Until
the Commitments have expired or been terminated and the principal of and
interest on each Loan and all fees payable hereunder shall have been paid in
full, the Parent and the Borrower covenant and agree with the Lenders that:


 


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


 


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


 


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


 


(c)  concurrently with any delivery of financial
statements under clause (a) or (b) above, a certificate of a Financial Officer
of the Parent (i) certifying as to whether a Default has occurred and, if a
Default has occurred, specifying the details thereof and any action taken or
proposed to be taken with respect thereto, (ii) setting forth reasonably
detailed calculations of the Leverage Ratio and the


 


40

















 


Interest
Coverage Ratio as of the end of the period covered by such financial statements
and demonstrating compliance with Sections 6.06 and 6.07 and (iii) stating
whether any change in GAAP or in the application thereof has occurred since the
date of the audited financial statements referred to in Section 3.04 that would
be relevant in the calculation of the Leverage Ratio or the Interest Coverage
Ratio and, if any such change has occurred, specifying the effect of such
change on the financial statements accompanying such certificate;


 


(d)  concurrently with any delivery of financial
statements under clause (a) above, a report from the accounting firm that
reported on such financial statements, stating that (i) the financial
information in the certificate prepared by a Financial Officer of the Parent
pursuant to clause (c) above has been accurately extracted from the sources
identified therein and, where applicable, agrees with the underlying accounting
records, (ii) the calculations of the Leverage Ratio and the Interest Coverage
Ratio set forth in such certificate are arithmetically correct and (iii) the
financial information set forth in such certificate is, as to elements and
composition, presented in accordance with the relevant accounting definitions
set forth in Section 1.01;


 


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


 


(f)  promptly after Moody’s or S&P shall have
announced a change in the rating established or deemed to have been established
for the Index Debt, written notice of such rating change;


 


(g)  promptly following a request by any Lender,
all documentation and other information that such Lender reasonably requests in
order to comply with its ongoing obligations under applicable “know your
customer” and anti-money laundering rules and regulations, including the USA
Patriot Act; and


 


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


 


Any
financial statement, report, proxy statement or other material required to be
delivered pursuant to clause (a), (b) or (e) of this Section shall be deemed to
have been furnished to the Administrative Agent and each Lender on the date
that the Parent notifies the Administrative Agent that such financial
statement, report, proxy statement or other material is posted on the
Securities and Exchange Commission’s website at www.sec.gov or on the Parent’s
website at www.willis.com; provided, that the Administrative Agent will
promptly inform the Lenders of any such notification by the


 


41

















 


Parent; provided, further,
that the Parent will furnish paper copies of such financial statement, report,
proxy statement or material to the Administrative Agent or any Lender that
requests, by notice to the Parent, that the Parent do so, until the Parent
receives notice from the Administrative Agent or such Lender, as applicable, to
cease delivering such paper copies.


 


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


 


(a)  the occurrence of any Default;


 


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


 


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


 


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


 


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


 


SECTION
5.03.  Existence; Conduct of Business.  (a)  
The Parent and the Borrower will, and will cause each of the other Loan
Parties to, do or cause to be done all things necessary to preserve, renew and
keep in full force and effect its legal existence and the rights, licenses,
permits, privileges and franchises material to the conduct of its business; provided
that the foregoing shall not prohibit any merger, consolidation, liquidation or
dissolution permitted under Section 6.03.


 


(b)  The Parent and the Borrower will, and will
cause each of the other Subsidiaries to, continue to engage (including after
giving effect to any acquisition) only in a business of the type that does not
represent a fundamental change in the character of the business of the Parent
and the Subsidiaries, taken as a whole, conducted by the Parent and the
Subsidiaries on the date of execution of this Agreement, and businesses
reasonably related thereto.


 


SECTION
5.04.  Payment
of Taxes.  The Parent and
the Borrower will, and will cause each of the other Subsidiaries to, pay its
Tax liabilities before the same shall become delinquent or in default, except
where (a) the validity or amount thereof is being contested in good faith by
appropriate proceedings and for which the Parent or such Subsidiary has set
aside on its books adequate reserves with respect thereto in accordance


 


42

















 


with GAAP or (b) the failure to
make payment would not reasonably be expected to result in a Material Adverse
Effect.


 


SECTION
5.05.  Maintenance of Properties;
Insurance.  The Parent
and the Borrower will, and will cause each of the other Subsidiaries to, (a)
keep and maintain all property material to the conduct of its business in good
working order and condition, ordinary wear and tear excepted, and (b) maintain
in full force and effect, with insurance companies that the Parent and the Borrower
believe (in the good faith judgment of the management of the Parent and the
Borrower) are financially sound and responsible at the time the relevant
coverage is placed or renewed, insurance (including professional indemnity
coverage) in at least such amounts and against at least such risks (and with
such risk retentions) as are usually insured against in the same general area
by companies engaged in the same or a similar business.


 


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


 


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


 


SECTION
5.08.  Use
of Proceeds.  The
proceeds of the Loans will be used for such general corporate purposes as may
be permitted under applicable law, including to refinance Indebtedness under
the Existing Credit Agreement and to redeem the Existing Subordinated
Debt.  No part of the proceeds of any
Loan will be used, whether directly or indirectly, for any purpose that entails
a violation of any of the Regulations of the Board, including Regulations T, U
and X.


 


ARTICLE VI


 


Negative Covenants


 


Until
the Commitments have expired or terminated and the principal of and interest on
each Loan and all fees payable hereunder have been paid in full, the Parent and
the Borrower covenant and agree with the Lenders that:


 


SECTION
6.01.  Subsidiary Indebtedness.  The Parent will not permit any Subsidiary
that is not a Loan Party to create, incur, assume or permit to exist any


 


43

















 


Indebtedness (including
pursuant to any Guarantee of Indebtedness of the Parent or another Subsidiary),
except:


 


(a)  Indebtedness owing to the Parent or another
Subsidiary;


 


(b)  Guarantees of Indebtedness of another
Subsidiary that is not a Loan Party, to the extent such Indebtedness is
permitted by this Section 6.01;


 


(c)  Indebtedness of any Person that becomes a
Subsidiary after the date hereof; provided that (i) such Indebtedness
exists at the time such Person becomes a Subsidiary and is not created in
contemplation of or in connection with such Person becoming a Subsidiary and
(ii) such Indebtedness shall not be Guaranteed by the Parent or any other
Subsidiary, except Indebtedness that, in the aggregate, but without
duplication, does not exceed $25,000,000 may be Guaranteed;


 


(d)  Indebtedness incurred to finance the
acquisition, construction or improvement of any fixed or capital assets,
including Capital Lease Obligations and any Indebtedness assumed in connection
with the acquisition of any such assets or secured by a Lien on any such assets
prior to the acquisition thereof, and extensions, renewals and replacements of
any such Indebtedness that do not increase the outstanding principal amount
thereof; provided that (i) such Indebtedness is incurred prior to or
within 180 days after such acquisition or the completion of such construction
or improvement and (ii) the aggregate principal amount of Indebtedness
permitted by this clause (d) that is not Relocation Indebtedness shall not
exceed $25,000,000 at any time outstanding;


 


(e)  Indebtedness incurred in relation to
arrangements made in the ordinary course of business to facilitate the
operation of bank accounts on a net balance basis;


 


(f)  short term Indebtedness from banks incurred
in the ordinary course of business pursuant to a facility required in order to
comply with rules and regulations issued from time to time by regulatory
authorities, provided, that such compliance is required for the
applicable Subsidiary to remain licensed to conduct its business; and


 


(g)  other Indebtedness in an aggregate principal
amount (for all such Subsidiaries combined, but without duplication) not
exceeding $75,000,000 at any time outstanding.


 


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


 


(a)  Permitted Encumbrances;


 


44

















 


(b)  any Lien on any property or asset of the
Parent or any Subsidiary existing on the date hereof and set forth in Schedule
6.02; provided that (i) such Lien shall not apply to any other property
or asset of the Parent or any Subsidiary and (ii) such Lien shall secure only
those obligations which it secures on the date hereof and extensions, renewals
and replacements thereof that do not increase the outstanding principal amount
thereof;


 


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


 


(d)  Liens on fixed or capital assets acquired,
constructed or improved by the Parent or any Subsidiary; provided that
(i) such security interests secure only Indebtedness incurred to finance the
acquisition, construction or improvement of such fixed or capital assets
(including Capital Lease Obligations and any Indebtedness assumed in connection
with the acquisition of such assets) and extensions, renewals and replacements
thereof that do not increase the outstanding principal amount thereof, (ii)
such security interests and the Indebtedness secured thereby are incurred prior
to or within 180 days after such acquisition or the completion of such
construction or improvement, (iii) the Indebtedness secured thereby does not
exceed the cost of acquiring, constructing or improving such fixed or capital
assets and (iv) such security interests shall not apply to any other property
or assets of the Parent or any Subsidiary;


 


(e)  charges or Liens in favor of a regulatory
authority or a third party, in each case, as contemplated by the rules or
regulations issued by a regulatory authority and with which the applicable
Subsidiary is required to comply in order to remain licensed to conduct its
business;


 


(f)  Liens over credit balances created in favor of
any bank in order to facilitate the operation of bank accounts on a net balance
basis or in connection with any BACS facility used in the ordinary course of
business;


 


(g)  Liens comprised by escrow arrangements
entered into in connection with asset sales, transfers or other dispositions
permitted by Section 6.04; and


 


(h)  other Liens, provided, that the sum
of the aggregate amount of obligations secured by such Liens plus the aggregate
amount of Attributable Debt


 


45

















 


in
respect of sale and leaseback transactions permitted by clause (c) of Section
6.05 shall not, at any time, exceed 71⁄2 % of Net Worth.


 


SECTION
6.03.  Fundamental
Changes.  The Parent and
the Borrower will not, and will not permit any other Loan Party to, merge into
or consolidate with any other Person, or permit any other Person to merge into
or consolidate with it, or liquidate or dissolve, except that, if at the time
thereof and immediately after giving effect thereto no Default shall have
occurred and be continuing, (a) any Person may merge with or into the Parent,
the Borrower or any other Loan Party in a transaction in which the Parent, the
Borrower or such Loan Party, as the case may be, is the surviving entity, provided
that (i) the Parent and the Borrower will not merge with or into each other and
(ii) if the Parent or the Borrower merges with or into any other Loan Party,
the Parent or the Borrower, as the case may be, must be the surviving entity,
(b) any Person (other than the Parent or the Borrower) may merge with or into a
Loan Party (other than the Parent or the Borrower) in a transaction in which
the surviving entity is not a Subsidiary, and (c) any Person may merge with or
into the Parent, the Borrower or any other Loan Party in a transaction in which
the Parent, the Borrower or such Loan Party, as the case may be, is not the
surviving entity, provided, that (i) the Person formed by or surviving
any such merger or consolidation shall be a corporation organized or existing
under the laws of the United States, any state thereof, the District of
Columbia or any territory thereof or, in the case of a merger or consolidation
involving the Parent, the laws of the jurisdiction in which the Parent is
organized (such Person being herein referred to as the “Successor Entity”),
(ii) the Successor Entity shall expressly assume all the obligations of the
Parent, the Borrower or the applicable Loan Party, as the case may be, under
the Loan Documents to which the Parent, the Borrower or such Loan Party, as
applicable, is a party, pursuant to a supplement hereto or thereto in form
reasonably satisfactory to the Administrative Agent, (iii) if such merger or
consolidation involves the Borrower, then each Guarantor, unless it is the
other party to such merger or consolidation, shall have by a supplement to the
Guarantee Agreement confirmed that its Guarantee shall apply at all to the
Successor Entity’s obligations under this Agreement, (iv) if requested by the
Administrative Agent, the Administrative Agent shall have received an opinion
of counsel reasonably satisfactory to the Administrative Agent to the effect
that the applicable Loan Documents are legal, valid, binding and enforceable
obligations of the Successor Entity and (v) this clause (c) shall not be
construed to permit the Borrower to merge with or into the Parent.  In the case of any such merger of the Parent
or the Borrower in accordance with clause (c) above, the Successor Entity shall
be deemed to be the Parent or the Borrower, as applicable, for all purposes of
the Loan Documents.  The Parent will not
engage, and will not permit the Borrower to engage, in any transaction that
would reduce the percentage of Equity Interests owned by the Parent in the
Borrower, except for (x) sales, transfers and other disposals of such Equity
Interests to directors, officers or employees of the Borrower pursuant to any
employee stock ownership plan or similar plan for the benefit of directors,
officers or employees of the Borrower and (y) the issuance of such Equity
Interests as consideration for any acquisition from a third party; provided,
that following any such issuance of Equity Interests to a third party, the
majority of the seats (other than vacant seats) on the board of directors of
the Borrower shall be occupied by Persons nominated by the board of directors
of the Borrower or the Parent or appointed by directors so nominated.


 


46

















 


SECTION
6.04.  Asset
Sales.  The Parent and the
Borrower will not, and will not permit any other Subsidiary to, sell, transfer,
lease or otherwise dispose of any asset, including any Equity Interest owned by
it, except:


 


(a)  sales, transfers, leases and other
dispositions in the ordinary course of business;


 


(b)  sales, transfers and other dispositions to
the Parent or a Subsidiary;


 


(c)  sales or transfers pursuant to sale and
leaseback transactions permitted by clause (a) Section 6.05; and


 


(d)  sales, transfers and other dispositions of
assets that are not permitted by any other clause of this Section; provided
that the aggregate fair market value of all assets sold, transferred or
otherwise disposed of during any fiscal year of the Parent in reliance upon
this clause (d) shall not exceed 5% of the total amount of assets that would be
reflected on a balance sheet of the Parent and the Subsidiaries prepared on a
consolidated basis in accordance with GAAP as of the end of the immediately
preceding fiscal year;


 


provided that all sales, transfers, leases and other
dispositions permitted hereby (other than those permitted by clause (a) or (b)
above) shall be made for full fair value and on an arm’s length basis, as
reasonably determined in good faith by the Parent or the Borrower,  taking into account all relevant
considerations.  Any merger or
consolidation of a Subsidiary with or into any other Person that results in
such Subsidiary ceasing to be a Subsidiary or the Parent owning a reduced
percentage of the Equity Interests in such Subsidiary shall, in each case, be
treated as a sale of such Subsidiary (or the relevant portion thereof) for
purposes of this Section 6.04.


 


SECTION
6.05.  Sale and Leaseback Transactions.  The Parent and the Borrower will not, and
will not permit any other Subsidiary to, enter into any arrangement, directly
or indirectly, whereby it shall sell or transfer any property, real or
personal, used or useful in its business, whether now owned or hereinafter
acquired, and thereafter rent or lease such property or other property that it
intends to use for substantially the same purpose or purposes as the property
sold or transferred, except:


 


(a)  any such sale of any fixed or capital assets
that is made for cash consideration in an amount not less than the cost of such
fixed or capital asset and is consummated within 180 days after the Parent or
such Subsidiary acquires or completes the construction of such fixed or capital
asset;


 


(b)  any such sale of the property listed on
Schedule 6.05; and


 


(c)  any other such sale if, after giving effect
thereto, the Attributable Debt in respect of the applicable sale and leaseback
transaction is permitted by clause (h) of Section 6.02.


 


47

















 


SECTION
6.06.  Leverage
Ratio.  The Parent will
not permit the Leverage Ratio as of the end of any fiscal quarter to exceed 2.5
to 1.0.


 


SECTION
6.07.  Interest
Coverage Ratio.  The
Parent will not permit the Interest Coverage Ratio as of the end of any fiscal
quarter to be less than 5.0 to 1.0.


 


ARTICLE VII


 


Events of Default


 


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


 


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


 


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


 


(c)  any representation or warranty made or
deemed made by or on behalf of the Parent, the Borrower or any other Subsidiary
in or in connection with any Loan Document or any amendment or modification
thereof or waiver thereunder, or in any report, certificate, financial
statement or other document furnished pursuant to or in connection with any
Loan Document or any amendment or modification thereof or waiver thereunder,
shall prove to have been incorrect in any material respect when made or deemed
made;


 


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


 


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


 


(f)  the Parent or any Subsidiary shall fail to
make any payment (whether of principal or interest and regardless of amount) in
respect of any Material Indebtedness or Material Swap Obligations, when and as
the same shall become due and payable;


 


48

















 


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


 


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


 


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


 


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


 


(k)  one or more judgments for the payment of
money in an aggregate amount in excess of $30,000,000 (to the extent not
covered by insurance provided by a carrier that is not disputing coverage)
shall be rendered against the Parent, any Subsidiary or any combination thereof
and the same shall remain undischarged for a period of 60 consecutive days
during which execution shall not be effectively stayed, or any formal legal
process has been commenced by a judgment creditor to attach or levy upon any
material assets of the Parent or any Subsidiary to enforce any such judgment;


 


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


 


49

















 


(m)  a Change in Control shall occur; or


 


(n)  there shall be a change in the business,
assets, operations or financial condition of the Parent and the Subsidiaries
that has had or, in the opinion of the Supermajority Lenders, will have, a
Material Adverse Effect;


 


then,
and in every such event (other than an event with respect to the Parent or the
Borrower described in clause (h) or (i) of this Article), and at any time
thereafter during the continuance of such event, the Administrative Agent may,
and at the request of the Required Lenders shall, by notice to the Borrower,
take either or both of the following actions, at the same or different
times:  (i) terminate the Commitments,
and thereupon the Commitments shall terminate immediately, and (ii) declare the
Loans then outstanding to be due and payable in whole (or in part, in which
case any principal not so declared to be due and payable may thereafter be
declared to be due and payable), and thereupon the principal of the Loans so
declared to be due and payable, together with accrued interest thereon and all
fees and other obligations of the Borrower accrued hereunder, shall become due
and payable immediately, without presentment, demand, protest or other notice
of any kind, all of which are hereby waived by the Borrower; and in case of any
event with respect to the Parent or the Borrower described in clause (h) or (i)
of this Article, the Commitments shall automatically terminate and the
principal of the Loans then outstanding, together with accrued interest thereon
and all fees and other obligations of the Borrower accrued hereunder, shall
automatically become due and payable, without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by the Borrower.


 


ARTICLE VIII


 


The Administrative Agent


 


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


 


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


 


The
Administrative Agent shall not have any duties or obligations except those
expressly set forth in the Loan Documents. 
Without limiting the generality of the foregoing, (a) the Administrative
Agent shall not be subject to any fiduciary or other implied duties, regardless
of whether a Default has occurred and is continuing, (b) the


 


50

















 


Administrative Agent shall not have any duty
to take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated by the Loan Documents
that the Administrative Agent is required to exercise in writing as directed by
the Required Lenders (or such other number or percentage of the Lenders as
shall be necessary under the circumstances as provided in Section 9.02), and
(c) except as expressly set forth in the Loan Documents, the Administrative
Agent shall not have any duty to disclose, and shall not be liable for the
failure to disclose, any information relating to the Parent or any of the
Subsidiaries that is communicated to or obtained by the bank serving as
Administrative Agent or any of its Affiliates in any capacity.  The Administrative Agent shall not be liable
for any action taken or not taken by it with the consent or at the request of
the Required Lenders (or such other number or percentage of the Lenders as
shall be necessary under the circumstances as provided in Section 9.02) or in
the absence of its own gross negligence or wilful misconduct.  The Administrative Agent shall be deemed not
to have knowledge of any Default unless and until written notice thereof is
given to the Administrative Agent by the Parent, the Borrower or a Lender, and
the Administrative Agent shall not be responsible for or have any duty to
ascertain or inquire into (i) any statement, warranty or representation made in
or in connection with any Loan Document, (ii) the contents of any certificate,
report or other document delivered thereunder or in connection therewith, (iii)
the performance or observance of any of the covenants, agreements or other
terms or conditions set forth in any Loan Document, (iv) the validity,
enforceability, effectiveness or genuineness of any Loan Document or any other
agreement, instrument or document, or (v) the satisfaction of any condition set
forth in Article IV or elsewhere in any Loan Document, other than to confirm
receipt of items expressly required to be delivered to the Administrative
Agent.


 


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


 


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


 


Subject
to the appointment and acceptance of a successor Administrative Agent as
provided in this paragraph, the Administrative Agent may resign at any time by
notifying the Lenders and the Borrower. 
Upon any such resignation, the Required


 


51

















 


Lenders shall have the right, in consultation
with the Borrower, to appoint a successor. 
If no successor shall have been so appointed by the Required Lenders and
shall have accepted such appointment within 30 days after the retiring
Administrative Agent gives notice of its resignation, then the retiring
Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent which shall be a bank with an office in New York, New York
or London, England or an Affiliate of any such bank.  Upon the acceptance of its appointment as Administrative Agent
hereunder by a successor, such successor shall succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from its
duties and obligations hereunder.  The
fees payable by the Borrower to a successor Administrative Agent shall be the
same as those payable to its predecessor unless otherwise agreed between the
Borrower and such successor.  After the
Administrative Agent’s resignation hereunder, the provisions of this Article
and Section 9.03 shall continue in effect for the benefit of such retiring
Administrative Agent, its sub-agents and their respective Related Parties in
respect of any actions taken or omitted to be taken by any of them while it was
acting as Administrative Agent.


 


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


 


The
parties hereto acknowledge that the Arrangers (in their capacity as such) do
not have any duties or responsibilities under any of the Loan Documents and
will not be subject to liability thereunder to any of the Loan Parties for any
reason.


 


ARTICLE IX


 


Miscellaneous


 


SECTION
9.01.  Notices.  (a) 
Subject to paragraph (b) below, all notices and other communications
provided for herein shall be in writing and shall be delivered by hand or
overnight courier service, mailed by certified or registered mail or sent by
facsimile, as follows:


 


(i)
if to the Parent or the Borrower, to it at Ten Trinity Square, London EC3P 3AX,
United Kingdom, Attention of Ian Warner, Group Treasurer (Facsimile No. 44 20
7481 7154);


 


52

















 


(ii)
if to the Administrative Agent, to Banc of America Securities Limited, Bank of
America House, 5 Canada Square, London E14 5AQ, United Kingdom, Attention of
Loans Agency (Facsimile No. 44 20 8313 2149); and


 


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


 


(b)  Notices and other communications to the
Lenders hereunder may be delivered or furnished by electronic communications
pursuant to procedures approved by the Administrative Agent.  The Administrative Agent, the Parent or the
Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it; provided that approval of such procedures may
be limited to particular notices or communications.


 


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


 


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


 


(b)  Neither this Agreement nor any other Loan
Document nor any provision hereof or thereof may be waived, amended or modified
except, in the case of this Agreement, pursuant to an agreement or agreements
in writing entered into by the Parent, the Borrower and the Required Lenders or
by the Parent, the Borrower and the Administrative Agent with the consent of
the Required Lenders or, in the case of any other Loan Document, pursuant to an
agreement or agreements in writing entered into by the Administrative Agent and
each Loan Party that is a party thereto with the consent of the Required
Lenders; provided that no such agreement shall (i) increase  the Commitment of any Lender without the
written consent of such Lender, (ii) reduce the principal amount of any Loan or
reduce the rate of interest thereon, or reduce any fees payable hereunder,
without the written consent of each Lender affected thereby, (iii) postpone the
final maturity of any Loan, or any scheduled date of payment of the


 


53

















 


principal amount of any Term
Loan under Section 2.08, or any date for the payment of any interest or fees
payable hereunder, or reduce the amount of, waive or excuse any such payment,
or postpone the scheduled date of expiration of any Commitment, without the
written consent of each Lender affected thereby, (iv) change Section 2.16(b) or
(c) in a manner that would alter the pro rata sharing of payments required
thereby, without the written consent of each Lender, (v) change any of the
provisions of this Section or the percentage set forth in the definition of
“Required Lenders” or any other provision of any Loan Document specifying the
number or percentage of Lenders required to waive, amend or modify any rights
thereunder or make any determination or grant any consent thereunder, without
the written consent of each Lender, (vi) release any Guarantor from its
Guarantee under the Guarantee Agreement, or limit its liability in respect of
such Guarantee, without the written consent of Lenders having Revolving Credit
Exposures, Term Loans and unused Commitments representing more than 75% of the
sum of the total Revolving Credit Exposures, outstanding Term Loans and unused
Commitments, (vii) change any provisions of any Loan Document in a manner that
by its terms adversely affects the rights in respect of payments due to Lenders
holding Loans of one Class differently than those holding Loans of the other
Class, without the written consent of Lenders holding more than 50% of the
outstanding Loans and unused Commitments of each affected Class or (vii) modify
the protections afforded to an SPC pursuant to the provisions of Section
9.04(e) without the written consent of such SPC; provided further that
(A) no such agreement shall amend, modify or otherwise affect the rights or
duties of the Administrative Agent without the prior written consent of the
Administrative Agent and (B) any waiver, amendment or modification of any Loan
Document that by its terms affects the rights or duties under such Loan
Document of the Revolving Lenders (but not the Term Loan Lenders) or the Term
Loan Lenders (but not the Revolving Lenders) may be effected by an agreement or
agreements in writing entered into by the Parent, the Borrower and the
requisite percentage in interest of the affected Class of Lenders that would be
required to consent thereto under this Section if such Class of Lenders were
the only Class of Lenders hereunder at the time.  Notwithstanding the foregoing, any provision of this Agreement or
any other Loan Document may be amended by an agreement in writing entered into
by the Parent, the Borrower, the Required Lenders and the Administrative Agent
if (i) by the terms of such agreement the Commitment of each Lender not
consenting to the amendments provided for therein shall terminate upon the
effectiveness of such amendment and (ii) at the time such amendment becomes
effective, each Lender not consenting thereto receives payment in full of the
principal of and interest accrued on each Loan made by it and all other amounts
owing to it or accrued for its account under this Agreement and any other Loan
Document.


 


SECTION
9.03.  Expenses; Indemnity; Damage Waiver.  (a) 
The Borrower shall pay (i) all reasonable out-of-pocket expenses
incurred by the Administrative Agent, the Arrangers and their Affiliates,
including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent and the Arrangers, in connection with the syndication of
the credit facilities provided for herein, the preparation and administration
of the Loan Documents or any amendments, modifications or waivers of the
provisions thereof (whether or not the transactions contemplated hereby or
thereby shall be consummated) and (iii) all out-of-pocket expenses incurred by
the Administrative Agent or any Lender, including the fees, charges


 


54

















 


and disbursements of any
counsel for the Administrative Agent or any Lender, in connection with the
enforcement or protection of its rights in connection with the Loan Documents,
including its rights under this Section, or in connection with the Loans made
hereunder, including all such out-of-pocket expenses incurred during any
workout, restructuring or negotiations in respect of such Loans.


 


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


 


(c)  To the extent that the Borrower fails to pay
any amount required to be paid by it to the Administrative Agent or an Arranger
under paragraph (a) or (b) of this Section, each Lender severally agrees to
indemnify and pay to the Administrative Agent or such Arranger, as the case may
be, such Lender’s pro rata share (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided
that the unreimbursed expense or indemnified loss, claim, damage, liability or
related expense, as the case may be, was incurred by or asserted against the
Administrative Agent or such Arranger in its capacity as such.  For purposes hereof, a Lender’s “pro rata
share” shall be determined based upon its share of the sum of the total
Revolving Credit Exposures, outstanding Term Loans and unused Commitments at
the time.


 


(d)  To the extent permitted by applicable law,
neither the Parent nor the Borrower shall assert, and each hereby waives, any
claim against any Indemnitee, on any theory of liability, for special,
indirect, consequential or punitive damages (as opposed to direct or actual
damages) arising out of, in connection with, or as a result of, this Agreement
or any agreement or instrument contemplated hereby, the Transactions, any Loan
or the use of the proceeds thereof.


 


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


 


55

















 


SECTION
9.04.  Successors
and Assigns.  (a)  The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that (i) neither the
Parent nor the Borrower may assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of each Lender (and any
attempted assignment or transfer by the Parent or the Borrower without such
consent shall be null and void), provided, that a merger or
consolidation that complies with Section 6.03 shall not be construed as an
assignment or transfer for purposes of this clause (i), and (ii) no Lender may
assign or otherwise transfer its rights or obligations hereunder except in
accordance with this Section.  Nothing
in this Agreement, expressed or implied, shall be construed to confer upon any
Person (other than the parties hereto, their respective successors and assigns
permitted hereby, the Arrangers, Participants (to the extent provided in
paragraph (c) of this Section) and, to the extent expressly contemplated
hereby, the Related Parties of each of the Administrative Agent, the Arrangers
and the Lenders) any legal or equitable right, remedy or claim under or by
reason of this Agreement.


 


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


 


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


 


(B)  the
Administrative Agent; provided that no consent of the Administrative
Agent shall be required for an assignment of (1) a Revolving Commitment to an
assignee that is a Lender with a Commitment immediately prior to giving effect
to such assignment or (2) a Term Loan to a Lender, an Affiliate of a Lender or
an Approved Fund.


 


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


 


(A)  except
in the case of an assignment to a Lender, an Affiliate of a Lender or an
Approved Fund or an assignment of the entire remaining amount of the assigning
Lender’s Commitment or Loans of any Class, the amount of the Commitment or
Loans of the assigning Lender subject to each such assignment (determined as of
the date the Assignment and Assumption with respect to such assignment is
delivered to the Administrative Agent) shall not be less than $2,000,000 unless
each of the Borrower and the Administrative Agent otherwise consent; provided
that no such consent of the Borrower shall be required if an Event of Default
under clause (a), (b), (h) or (i) of Article VII has occurred and is
continuing;


 


56

















 


(B)  each
partial assignment shall be made as an assignment of a proportionate part of
all the assigning Lender’s rights and obligations under this Agreement; provided
that this clause shall not be construed to prohibit the assignment of a
proportionate part of all the assigning Lender’s rights and obligations in
respect of one Class of Commitments or Loans;


 


(C)  the
parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Assumption, together with a processing and recordation
fee of $1,500; and


 


(D)  the
assignee, if it shall not be a Lender, shall deliver to the Administrative
Agent an Administrative Questionnaire.


 


For
purposes of this Section 9.04(b), the term “Approved Fund” has the following
meaning:


 


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


 


(iii)  Subject to acceptance and recording thereof
pursuant to paragraph (b)(iv) of this Section, from and after the effective
date specified in each Assignment and Assumption the assignee thereunder shall
be a party hereto and, to the extent of the interest assigned by such
Assignment and Assumption, have the rights and obligations of a Lender under
this Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender’s rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 2.13, 2.14, 2.15 and 9.03).  Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this
Section 9.04 shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with
paragraph (c) of this Section.


 


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


 


57

















 


Borrower and any Lender, at any
reasonable time and from time to time upon reasonable prior notice.


 


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


 


(c)  (i) 
Any Lender may, without the consent of the Borrower or the
Administrative Agent, sell participations to one or more banks or other
entities (a “Participant”) in all or a portion of such Lender’s rights
and obligations under this Agreement (including all or a portion of its
Commitment and the Loans owing to it); provided that (A) such Lender’s
obligations under this Agreement shall remain unchanged, (B) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations and (C) the Parent, the Borrower, the Administrative Agent and
the other Lenders shall continue to deal solely and directly with such Lender
in connection with such Lender’s rights and obligations under the Loan
Documents.  Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce the Loan Documents and to approve
any amendment, modification or waiver of any provision of the Loan Documents; provided
that such agreement or instrument may provide that such Lender will not,
without the consent of the Participant, agree to any amendment, modification or
waiver described in clause (i), (ii), (iii) or (iv) of the first proviso to
Section 9.02(b) that affects such Participant. 
Subject to paragraph (c)(ii) of this Section, the Parent and the
Borrower agree that each Participant shall be entitled to the benefits of
Sections 2.13, 2.14, 2.15 and 2.17 to the same extent as if it were a Lender
and had acquired its interest by assignment pursuant to paragraph (b) of this
Section.  To the extent permitted by
law, each Participant also shall be entitled to the benefits of Section 9.08 as
though it were a Lender, provided such Participant agrees to be subject to
Section 2.16(c) as though it were a Lender.


 


(ii)  A Participant shall not be entitled to
receive any greater payment under Section 2.13 or 2.15 than the applicable
Lender would have been entitled to receive with respect to the participation
sold to such Participant, unless the sale of the participation to such
Participant is made with the Borrower’s prior written consent.  A Participant that would be a Foreign Lender
if it were a Lender shall not be entitled to the benefits of Section 2.15
unless the Borrower is notified of the participation sold to such Participant
and such Participant agrees, for the benefit of the Borrower, to comply with
Section 2.15(e) as though it were a Lender.


 


(d)  Any Lender may at any time pledge or assign
a security interest in all or any portion of its rights under this Agreement to
secure obligations of such Lender,


 


58

















 


including any pledge or
assignment to secure obligations to a Federal Reserve Bank, and this Section
shall not apply to any such pledge or assignment of a security interest; provided
that no such pledge or assignment of a security interest shall release a Lender
from any of its obligations hereunder or substitute any such pledgee or
assignee for such Lender as a party hereto.


 


(e)  Notwithstanding anything to the contrary
contained herein, any Lender (a “Granting Lender”) may grant to a
special purpose funding vehicle (an “SPC”), identified as such in
writing from time to time by the Granting Lender to the Administrative Agent
and the Borrower, the option to provide to the Borrower all or any part of any
Loan that such Granting Lender would otherwise be obligated to make to the
Borrower pursuant to this Agreement; provided, that (i) nothing herein
shall constitute a commitment by any SPC to make any Loan and (ii) if an SPC
elects not to exercise such option or otherwise fails to provide all or any
part of such Loan, the Granting Lender shall be obligated to make such Loan
pursuant to the terms hereof.  The
making of a Loan by an SPC hereunder shall utilize the Commitment of the
Granting Lender to the same extent, and as if, such Loan were made by such
Granting Lender.  Each party hereto
hereby agrees that no SPC shall be liable for any indemnity or similar payment
obligation under this Agreement (all liability for which shall remain with the
Granting Lender).  In furtherance of the
foregoing, each party hereto hereby agrees (which agreement shall survive the
termination of this Agreement) that, prior to the date that is one year and one
day after the payment in full of all outstanding commercial paper or other
senior indebtedness of any SPC, it will not institute against, or join any
other person in instituting against, such SPC any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under the laws of the United
States or any State thereof.  In
addition, notwithstanding anything to the contrary contained in this Section 9.04,
any SPC may (i) with notice to, but without the prior written consent of, the
Borrower and the Administrative Agent and without paying any processing fee
therefor, assign all or a portion of its interests in any Loans to the Granting
Lender or to any financial institutions (consented to by the Borrower and the
Administrative Agent) providing liquidity and/or credit support to or for the
account of such SPC to support the funding or maintenance of Loans and (ii)
disclose on a confidential basis any non-public information relating to its
Loans to any rating agency, commercial paper dealer or provider of any surety,
guarantee or credit or liquidity enhancement to such SPC.


 


SECTION
9.05.  Survival.  All covenants, agreements, representations
and warranties made by the Loan Parties in the Loan Documents and in the
certificates or other instruments delivered in connection with or pursuant to
this Agreement or any other Loan Document shall be considered to have been
relied upon by the other parties hereto and shall survive the execution and
delivery of the Loan Documents and the making of any Loans, regardless of any
investigation made by any such other party or on its behalf and notwithstanding
that the Administrative Agent or any Lender may have had notice or knowledge of
any Default or incorrect representation or warranty at the time any credit is
extended hereunder, and shall continue in full force and effect as long as the
principal of or any accrued interest on any Loan or any fee or any other amount
payable under this Agreement is outstanding and unpaid and so long as the
Commitments have not expired or terminated. 
The provisions of Sections 2.13, 2.14, 2.15 and 9.03 and Article VIII
shall


 


59

















 


survive and remain in full
force and effect regardless of the consummation of the transactions
contemplated hereby, the repayment of the Loans, the expiration or termination
of the Commitments or the termination of this Agreement or any provision
hereof.


 


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


 


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


 


SECTION
9.08.  Right
of Setoff.  If an Event
of Default shall have occurred and be continuing, each Lender and each of its
Affiliates is hereby authorized at any time and from time to time, to the
fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and
other obligations at any time owing by such Lender or Affiliate to or for the
credit or the account of the Parent or the Borrower against any of and all the
obligations of the Borrower then due and owing under this Agreement held by
such Lender, irrespective of whether or not such Lender shall have made any
demand under this Agreement.  The rights
of each Lender under this Section are in addition to other rights and remedies
(including other rights of setoff) which such Lender may have.


 


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


 


(b)  Each of the Parent and the Borrower hereby
irrevocably and unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of the Supreme Court of the State of New York sitting in New York
County and of the United States District Court of the Southern District of New
York, and any appellate court from


 


60

















 


any thereof, in any action or
proceeding arising out of or relating to any Loan Document, or for recognition
or enforcement of any judgment, and each of the parties hereto hereby
irrevocably and unconditionally agrees that all claims in respect of any such
action or proceeding may be heard and determined in such New York State or, to
the extent permitted by law, in such Federal court.  Each of the parties hereto agrees that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by
law.  Nothing in this Agreement or any
other Loan Document shall affect any right that the Administrative Agent or any
Lender may otherwise have to bring any action or proceeding relating to this
Agreement against the Parent, the Borrower or its properties in the courts of
any jurisdiction.


 


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


 


(d)  The Parent hereby
irrevocably appoints William P. Bowden, Jr. (c/o Willis North America Inc., 7
Hanover Square, New York, New York 10004), and the Borrower hereby irrevocably
appoints CT Corporation, in each case, as its authorized agent in the Borough of Manhattan in The City of New
York upon which process may be served in any such suit or proceeding, and
agrees that service of process upon such agent, and written notice of said
service to the Parent or the Borrower, as applicable, by the person serving the
same in the manner provided for notices in Section 9.01, shall be deemed in
every respect effective service of process upon such party in any such suit or
proceeding.  Each of the Parent and the
Borrower further agrees to take any and all action as may be necessary to
maintain such designation and appointment of such agents in full force and
effect from the date of this Agreement until the Commitments have expired or
been terminated and the principal of and interest on each Loan and all fees
payable hereunder shall have been paid in full.  Each other party to this Agreement irrevocably consents to
service of process in the manner provided for notices in Section 9.01.  Nothing in this Agreement or any other Loan
Document will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.


 


SECTION
9.10.  WAIVER
OF JURY TRIAL.  EACH
PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN 
ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO


 


61

















 


ENFORCE THE FOREGOING WAIVER
AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.


 


SECTION
9.11.  Judgment
Currency.  (a)  The obligations hereunder of the Borrower to
make payments in Dollars or in an Alternative Currency, as the case may be (the
“Obligation Currency”), shall not be discharged or satisfied by any
tender or recovery pursuant to any judgment expressed in or converted into any
currency other than the Obligation Currency, except to the extent that such
tender or recovery results in the effective receipt by the Administrative Agent
or a Lender of the full amount of the Obligation Currency expressed to be
payable to the Administrative Agent or such Lender under this Agreement or the
other Loan Documents.  If, for the
purpose of obtaining or enforcing judgment against the Parent, the Borrower or
any other Loan Party in any court or in any jurisdiction, it becomes necessary
to convert into or from any currency other than the Obligation Currency (such
other currency being thereinafter referred to as the “Judgment Currency”)
an amount due in the Obligation Currency, the conversion shall be made, at the
Currency Equivalent of such amount, as of the date immediately preceding the
day on which the judgment is given (such Business Day being hereinafter
referred to as the “Judgment Currency Conversion Date”).


 


(b)  If there is a change in the rate of exchange
prevailing between the Judgment Currency Conversion Date and the date of actual
payment of the amount due, the Parent or the Borrower, as the case may be,
covenants and agrees to pay, or cause to be paid, such additional amounts, if
any (but in any event not a lesser amount), as may be necessary to ensure that
the amount paid in the Judgment Currency, when converted at the rate of exchange
prevailing on the date of payment, will produce the amount of the Obligation
Currency which could have been purchased with the amount of Judgment Currency
stipulated in the judgment or judicial award at the rate of exchange prevailing
on the Judgment Currency Conversion Date.


 


(c)  For purposes of determining the Currency
Equivalent under this Section 9.11, such amounts shall include any premium and
costs payable in connection with the purchase of the Obligation Currency.


 


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


 


SECTION
9.13.  Confidentiality.  Each of the Administrative Agent and the
Lenders agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its and its Affiliates’
directors, officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the
extent requested by any regulatory authority, (c) to the extent


 


62

















 


required by applicable laws or
regulations or by any subpoena or similar legal process, (d) to any other party
to this Agreement, (e) in connection with the exercise of any remedies
hereunder or any suit, action or proceeding relating to this Agreement or any
other Loan Document or the enforcement of rights hereunder or thereunder, (f)
subject to an agreement containing provisions substantially the same as those
of this Section, to (i) any assignee of or Participant in, or any prospective
assignee of or Participant in, any of its rights or obligations under this
Agreement or (ii) any actual or prospective counterparty (or its advisors) to
any swap or derivative transaction relating to the Parent or any Subsidiary and
its obligations, (g) with the consent of the Parent or the Borrower or (h) to
the extent such Information (i) becomes publicly available other than as a
result of a breach of this Section or (ii) becomes available to the
Administrative Agent or any Lender on a nonconfidential basis from a source
other than the Parent or the Borrower. 
For the purposes of this Section, “Information” means all
information received from the Parent or the Borrower relating to the Parent or
the Borrower or its business, other than any such information that is available
to the Administrative Agent or any Lender on a nonconfidential basis prior to
disclosure by the Parent or the Borrower; provided that, in the case of
information received from the Parent or the Borrower after the date hereof,
such information is clearly identified at the time of delivery as
confidential.  Any Person required to
maintain the confidentiality of Information as provided in this Section shall
be considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.  Notwithstanding anything herein to the
contrary, any Person required to maintain the confidentiality of Information as
provided in this Section shall be permitted to disclose to any other Person its
U.S. Federal income tax treatment and the U.S. Federal income tax structure of
the Transactions and all materials of any kind (including opinions or other tax
analyses) that are provided to it relating to such tax treatment and tax
structure; provided that such tax treatment and tax structure shall not
include the identity of any party to this Agreement (or any Affiliate of such
party); provided, further, that no such Person shall disclose any
information relating to such tax treatment or tax structure to the extent
nondisclosure is reasonably necessary in order to comply with applicable
securities laws.


 


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


 


63

















 


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


 


 


	
   

  	
  WILLIS
  NORTH AMERICA INC.,

  
	
   

  	
   

  
	
   

  	
  by

  	
  /s/
  Mary E. Carazzo

  	
   

  
	
   

  	
   

  	
  Name:
  Mary E. Carazzo

  
	
   

  	
   

  	
  Title:
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WILLIS
  GROUP HOLDINGS LIMITED,

  
	
   

  	
   

  
	
   

  	
  by

  	
  /s/
  Thomas Colraine

  	
   

  
	
   

  	
   

  	
  Name:
  Thomas Colraine

  
	
   

  	
   

  	
  Title:
  Group Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANC
  OF AMERICA SECURITIES LIMITED,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  by

  	
  /s/
  Charles R. Bingham

  	
   

  
	
   

  	
   

  	
  Name:
  Charles R. Bingham

  
	
   

  	
   

  	
  Title:
  Managing Director

  



 

















 


	
   

  	
  SIGNATURE PAGE TO THE
  CREDIT AGREEMENT dated as of December 4, 2003, among WILLIS NORTH
  AMERICA INC., WILLIS GROUP HOLDINGS LIMITED, the LENDERS from time to time
  party thereto and BANC OF AMERICA SECURITIES LIMITED, as Administrative
  Agent.

  
	
   

  	 

	
   

  	 

	
   

  	 

	
  Institution:

  	
  ABN Amro Bank N.V.

  	 

	
   

  	 

	
  By:

  	
  /s/ Nancy W. Lanzoni

  	 

	
   

  	
  Name: Nancy W. Lanzoni

  	 

	
   

  	
  Title: Group Vice
  President

  	 

	
   

  	 

	
  By:

  	
  /s/ Michael DeMarco

  	 

	
   

  	
  Name: Michael DeMarco

  	 

	
   

  	
  Title: Assistant Vice
  President

  	 

				


















 


	
   

  	
  SIGNATURE PAGE TO THE
  CREDIT AGREEMENT dated as of December   , 2003, among WILLIS NORTH AMERICA INC., WILLIS GROUP
  HOLDINGS LIMITED, the LENDERS from time to time party thereto and BANC OF
  AMERICA SECURITIES LIMITED, as Administrative Agent.

  
	
   

  	 

	
   

  	 

	
   

  	 

	
  Institution:

  	
  ALLIED IRISH BANKS plc

  	 

	
   

  	 

	
  By:

  	
  /s/ Evin Cusack

  	
  /s/ Declan Fitzgerald

  	 

	
   

  	
  Name:

  	
  Evin Cusack

  	
  Declan Fitzgerald

  	 

	
   

  	
  Title:

  	
  Vice-President

  	
  Head of Investment Grade

  	 

	
   

  	 

								


















 


	
   

  	
  SIGNATURE PAGE TO THE
  CREDIT AGREEMENT dated as of December   , 2003, among WILLIS NORTH AMERICA INC., WILLIS GROUP
  HOLDINGS LIMITED, the LENDERS from time to time party thereto and BANC OF
  AMERICA SECURITIES LIMITED, as Administrative Agent.

  
	
   

  	 

	
   

  	 

	
   

  	 

	
  Institution:

  	
  BANK OF AMERICA, N.A.

  	 

	
   

  	 

	
  By:

  	
  /s/ Jim Miller

  	 

	
   

  	
  Name:

  	
  Jim Miller

  	
   

  	 

	
   

  	
  Title:

  	
  Managing Director

  	
   

  	 

	
   

  	 

						


















 


	
   

  	
  SIGNATURE PAGE TO THE
  CREDIT AGREEMENT dated as of December   , 2003, among WILLIS NORTH AMERICA INC., WILLIS GROUP
  HOLDINGS LIMITED, the LENDERS from time to time party thereto and BANC OF
  AMERICA SECURITIES LIMITED, as Administrative Agent.

  
	
   

  	 

	
   

  	 

	
   

  	 

	
  Institution:

  	
  The Bank of Tokyo-Mitsubishi,
  Ltd., NY Branch

  	 

	
   

  	 

	
  By:

  	
  /s/ Spencer Hughes

  	 

	
   

  	
  Name:

  	
  Spencer Hughes

  	
   

  	 

	
   

  	
  Title:

  	
  Authorized Signatory

  	
   

  	 

	
   

  	 

						


















 


	
   

  	
  SIGNATURE PAGE TO THE
  CREDIT AGREEMENT dated as of December   , 2003, among WILLIS
  NORTH AMERICA INC., WILLIS GROUP HOLDINGS LIMITED, the LENDERS from time to
  time party thereto and BANC OF AMERICA SECURITIES LIMITED, as Administrative
  Agent.

  
	
   

  	 

	
   

  	 

	
   

  	 

	
  Institution:

  	
  Bank One, NA

  	 

	
   

  	 

	
  By:

  	
  /s/ Victoria Firth

  	 

	
   

  	
  Name:

  	
  Victoria Firth

  	
   

  	 

	
   

  	
  Title:

  	
  Director

  	
   

  	 

	
   

  	 

						


















 


	
   

  	
  SIGNATURE PAGE TO THE
  CREDIT AGREEMENT dated as of December 4, 2003, among WILLIS NORTH
  AMERICA INC., WILLIS GROUP HOLDINGS LIMITED, the LENDERS from time to time
  party thereto and BANC OF AMERICA SECURITIES LIMITED, as Administrative
  Agent.

  
	
   

  	 

	
   

  	 

	
   

  	 

	
  Institution:

  	
  BARCLAYS BANK PLC

  	 

	
   

  	 

	
  By:

  	
  /s/ Chris Lee

  	 

	
   

  	
  Name:

  	
  CHRIS LEE

  	
   

  	 

	
   

  	
  Title:

  	
  MANAGER

  	
   

  	 

	
   

  	 

						


















 


	
   

  	
  SIGNATURE PAGE TO THE
  CREDIT AGREEMENT dated as of December   , 2003, among WILLIS NORTH AMERICA INC., WILLIS GROUP
  HOLDINGS LIMITED, the LENDERS from time to time party thereto and BANC OF
  AMERICA SECURITIES LIMITED, as Administrative Agent.

  
	
   

  	 

	
   

  	 

	
   

  	 

	
  Institution:

  	
  Citicorp USA, Inc.

  	 

	
   

  	 

	
  By:

  	
  /s/ Peter Heidinger

  	 

	
   

  	
  Name:

  	
  Peter Heidinger

  	
   

  	 

	
   

  	
  Title:

  	
  Director

  	
   

  	 

	
   

  	 

						


















 


	
   

  	
  SIGNATURE PAGE TO THE
  CREDIT AGREEMENT dated as of December   , 2003, among WILLIS NORTH AMERICA INC., WILLIS GROUP
  HOLDINGS LIMITED, the LENDERS from time to time party thereto and BANC OF
  AMERICA SECURITIES LIMITED, as Administrative Agent.

  
	
   

  	 

	
   

  	 

	
   

  	 

	
  Institution:

  	
  Comerica Bank

  	 

	
   

  	 

	
  By:

  	
  /s/ Aurora Battaglia

  	 

	
   

  	
  Name:

  	
  Aurora Battaglia

  	
   

  	 

	
   

  	
  Title:

  	
  Vice President

  	
   

  	 

	
   

  	 

						


















 


	
   

  	
  SIGNATURE PAGE TO THE
  CREDIT AGREEMENT dated as of December 4, 2003, among WILLIS NORTH
  AMERICA INC., WILLIS GROUP HOLDINGS LIMITED, the LENDERS from time to time
  party thereto and BANC OF AMERICA SECURITIES LIMITED, as Administrative
  Agent.

  
	
   

  	 

	
   

  	 

	
   

  	 

	
  Institution:

  	
  Danske Bank A/S

  	 

	
   

  	 

	
  By:

  	
  /s/ Alan Pettigrew

  	
  /s/ Simon Easton

  	 

	
   

  	
  Name:

  	
  Alan Pettigrew

  	
  Simon Easton

  	 

	
   

  	
  Title:

  	
  Senior Manager

  	
  Senior Manager

  	 

	
   

  	 

							


















 


	
   

  	
  SIGNATURE PAGE TO THE
  CREDIT AGREEMENT dated as of December 4, 2003, among WILLIS NORTH
  AMERICA INC., WILLIS GROUP HOLDINGS LIMITED, the LENDERS from time to time
  party thereto and BANC OF AMERICA SECURITIES LIMITED, as Administrative
  Agent.

  
	
   

  	 

	
   

  	 

	
   

  	 

	
  Institution:

  	
  ING CAPITAL LLC

  	 

	
   

  	 

	
  By:

  	
  /s/ Mark R. Newsome

  	 

	
   

  	
  Name:

  	
  Mark R. Newsome

  	
   

  	 

	
   

  	
  Title:

  	
  Vice President

  	
   

  	 

	
   

  	 

						


















 


	
   

  	
  SIGNATURE PAGE TO THE
  CREDIT AGREEMENT dated as of December   , 2003, among WILLIS NORTH AMERICA INC., WILLIS GROUP
  HOLDINGS LIMITED, the LENDERS from time to time party thereto and BANC OF
  AMERICA SECURITIES LIMITED, as Administrative Agent.

  
	
   

  	 

	
   

  	 

	
   

  	 

	
  Institution:

  	
  JPMORGAN CHASE BANK

  	 

	
   

  	 

	
  By:

  	
  /s/ Helen L. Newcomb

  	 

	
   

  	
  Name:

  	
  Helen L. Newcomb

  	
   

  	 

	
   

  	
  Title:

  	
  Vice President

  	
   

  	 

	
   

  	 

						


















 


	
   

  	
  SIGNATURE PAGE TO THE
  CREDIT AGREEMENT dated as of December 4, 2003, among WILLIS NORTH
  AMERICA INC., WILLIS GROUP HOLDINGS LIMITED, the LENDERS from time to time
  party thereto and BANC OF AMERICA SECURITIES LIMITED, as Administrative
  Agent.

  
	
   

  	 

	
   

  	 

	
   

  	 

	
  Institution:

  	
  LLOYDS TSB BANK PLC

  	 

	
   

  	 

	
  By:

  	
  /s/ Matthew S.R. Tuck

  	 

	
   

  	
  Name:

  	
  MATTHEW S.R. TUCK

  	
   

  	 

	
   

  	
  Title:

  	
  Vice President

  	
   

  	 

	
   

  	
  Financial Institutions,
  USA

  	 

	
   

  	
  T020

  	 

	
   

  	
   

  	 

	
  By:

  	
  /s/ Candice Beato

  	 

	
   

  	
  Name:

  	
  CANDICE BEATO

  	 

	
   

  	
  Title:

  	
  Assistant Vice President

  	 

	
   

  	
  Financial Institutions,
  USA

  	 

	
   

  	
  B059

  	 

							


















 


	
   

  	
  SIGNATURE PAGE TO THE
  CREDIT AGREEMENT dated as of December 4, 2003, among WILLIS NORTH
  AMERICA INC., WILLIS GROUP HOLDINGS LIMITED, the LENDERS from time to time
  party thereto and BANC OF AMERICA SECURITIES LIMITED, as Administrative
  Agent.

  
	
   

  	 

	
   

  	 

	
   

  	 

	
  Institution:

  	
  Morgan Stanley Bank

  	 

	
   

  	 

	
  By:

  	
  /s/ Jaap L. Tonckens

  	 

	
   

  	
  Name:

  	
  Jaap L. Tonckens

  	
   

  	 

	
   

  	
  Title:

  	
  Vice President

  	
   

  	 

	
   

  	
  Morgan Stanley Bank

  	 

						



 

















 


	
   

  	
  SIGNATURE PAGE TO THE
  CREDIT AGREEMENT dated as of December   , 2003, among WILLIS NORTH AMERICA INC., WILLIS GROUP
  HOLDINGS LIMITED, the LENDERS from time to time party thereto and BANC OF
  AMERICA SECURITIES LIMITED, as Administrative Agent.

  
	
   

  	 

	
   

  	 

	
   

  	 

	
  Institution:

  	
  The Royal Bank of Scotland
  plc

  	 

	
   

  	 

	
  By:

  	
  /s/ J. Freeman

  	 

	
   

  	
  Name:

  	
  J Freeman

  	
   

  	 

	
   

  	
  Title:

  	
  Corporate Director,

  Insurance

  	
   

  	 

	
   

  	 

						



 

















 


	
   

  	
  SIGNATURE PAGE TO THE
  CREDIT AGREEMENT dated as of December   , 2003, among WILLIS NORTH AMERICA INC., WILLIS GROUP
  HOLDINGS LIMITED, the LENDERS from time to time party thereto and BANC OF
  AMERICA SECURITIES LIMITED, as Administrative Agent.

  
	
   

  	 

	
   

  	 

	
   

  	 

	
  Institution:

  	
  SANPAOLO IMI S.p.A.

  	 

	
   

  	 

	
  By:

  	
  /s/ Cathy R. Lesse

  	 

	
   

  	
  Name:

  	
  Cathy R. Lesse

  	
   

  	 

	
   

  	
  Title:

  	
  General Manager

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
  By:

  	
  /s/ Renato Carducci

  	 

	
   

  	
  Name:

  	
  Renato Carducci

  	 

	
   

  	
  Title:

  	
  General Manager

  	 

						


















 


	
   

  	
  SIGNATURE PAGE TO THE
  CREDIT AGREEMENT dated as of December   , 2003, among WILLIS NORTH AMERICA INC., WILLIS GROUP
  HOLDINGS LIMITED, the LENDERS from time to time party thereto and BANC OF
  AMERICA SECURITIES LIMITED, as Administrative Agent.

  
	
   

  	 

	
   

  	 

	
   

  	 

	
  Institution:

  	
  SUNTRUST BANK

  	 

	
   

  	 

	
  By:

  	
  /s/ Frank Baker

  	 

	
   

  	
  Name:

  	
  Frank Baker

  	
   

  	 

	
   

  	
  Title:

  	
  Managing Director

  	
   

  	 

	
   

  	 

						


















 


	
   

  	
  SIGNATURE PAGE TO THE
  CREDIT AGREEMENT dated as of December   , 2003, among WILLIS NORTH AMERICA INC., WILLIS GROUP
  HOLDINGS LIMITED, the LENDERS from time to time party thereto and BANC OF
  AMERICA SECURITIES LIMITED, as Administrative Agent.

  
	
   

  	 

	
   

  	 

	
   

  	 

	
  Institution:

  	
  CREDIT SUISSE FIRST
  BOSTON, ACTING THROUGH ITS CAYMAN ISLANDS BRANCH

  	 

	
   

  	 

	
  By:

  	
  /s/ Jay Chall

  	
  /s/ Bill O'Daly

  	 

	
   

  	
  Name:

  	
  JAY CHALL

  	
  BILL O'DALY

  	 

	
   

  	
  Title:

  	
  DIRECTOR

  	
  DIRECTOR

  	 

	
   

  	 

						


















 


	
   

  	
  SIGNATURE PAGE TO THE
  CREDIT AGREEMENT dated as of December   , 2003, among WILLIS NORTH AMERICA INC., WILLIS GROUP
  HOLDINGS LIMITED, the LENDERS from time to time party thereto and BANC OF
  AMERICA SECURITIES LIMITED, as Administrative Agent.

  
	
   

  	 

	
   

  	 

	
   

  	 

	
  Institution:

  	
  UBS Loan Finance LLC

  	 

	
   

  	 

	
  By:

  	
  /s/ Wilfred V. Saint

  	 

	
   

  	
  Name:

  	
  Wilfred V. Saint

  	
   

  	 

	
   

  	
  Title:

  	
  Associate Director

  	
   

  	 

	
   

  	
  Banking Products Services,
  US

  	 

	
   

  	 

	
  By:

  	
  /s/ Janice L. Randolph

  	 

	
   

  	
  Name:

  	
  Janice L. Randolph

  	 

	
   

  	
  Title:

  	
  Associate Director

  	 

	
   

  	
  Banking Products Services,
  US

  	 

	
   

  	
   

  	 

						


















 


	
   

  	
  SIGNATURE PAGE TO THE
  CREDIT AGREEMENT dated as of December 4, 2003, among WILLIS NORTH
  AMERICA INC., WILLIS GROUP HOLDINGS LIMITED, the LENDERS from time to time
  party thereto and BANC OF AMERICA SECURITIES LIMITED, as Administrative
  Agent.

  
	
   

  	 

	
   

  	 

	
   

  	 

	
  Institution:

  	
  U.S.
  Bank, N.A.

  	 

	
   

  	 

	
  By:

  	
  /s/ Brian H. Gallagher

  	 

	
   

  	
  Name:

  	
  Brian H. Gallagher

  	
   

  	 

	
   

  	
  Title:

  	
  Vice President

  	
   

  	 

	
   

  	 

						


















 


	
   

  	
  SIGNATURE PAGE TO THE
  CREDIT AGREEMENT dated as of December 4, 2003, among WILLIS NORTH
  AMERICA INC., WILLIS GROUP HOLDINGS LIMITED, the LENDERS from time to time
  party thereto and BANC OF AMERICA SECURITIES LIMITED, as Administrative
  Agent.

  
	
   

  	 

	
   

  	 

	
   

  	 

	
  Institution:

  	
  Wachovia Bank National
  Association

  	 

	
   

  	 

	
  By:

  	
  /s/ Greg Wilcox

  	 

	
   

  	
  Name:

  	
  Greg Wilcox

  	
   

  	 

	
   

  	
  Title:

  	
  Vice President