exhibit101.htm


    


    Exhibit
10.1

    


    EXECUTION
COPY

    
 

    
      J.P.
Morgan

    

    
      	
               

            
	
              CREDIT
      AGREEMENT

               

              dated
      as of

               

              August
      17, 2009

               

              among

               

              LEXMARK
      INTERNATIONAL, INC.

               

              The
      Lenders Party Hereto

               

              JPMORGAN
      CHASE BANK, N.A.

              as
      Administrative Agent,

               

              BANK
      OF AMERICA, N.A.

              as
      Syndication Agent

               

              and

               

              CITIBANK,
      N.A., and SUNTRUST BANK

              as
      Co-Documentation Agents

            
	 
      	 
      	 
      
	
              J.P.
      MORGAN SECURITIES INC.,

              as
      Sole Bookrunner and Sole Lead
Arranger

            


    

    
      	 
      


    

     

     

    


    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

     

     

     

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          TABLE
      OF CONTENTS

                                        	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                        	 
      

                                          Page

                                        
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                          ARTICLE
      I Definitions

                                        	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                          SECTION
      1.01.

                                        	
                                          Defined
      Terms

                                        	 
      	 
      	 
      	 
      	 
      	
                                          1

                                        
	
                                          SECTION
      1.02.

                                        	
                                          Classification
      of Loans and Borrowings

                                        	 
      	 
      	 
      	
                                          20

                                        
	
                                          SECTION
      1.03.

                                        	
                                          Terms
      Generally

                                        	 
      	 
      	 
      	 
      	 
      	
                                          20

                                        
	
                                          SECTION
      1.04.

                                        	
                                          Accounting
      Terms; GAAP

                                        	 
      	 
      	 
      	 
      	
                                          20

                                        
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                          ARTICLE
      II  The Credits

                                        	 
      	 
      	 
      	 
      	 
      	 
      	
                                          21

                                        
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                          SECTION
      2.01.

                                        	
                                          Commitments

                                        	 
      	 
      	 
      	 
      	 
      	
                                          21

                                        
	
                                          SECTION
      2.02.

                                        	
                                          Loans
      and Borrowings

                                        	 
      	 
      	 
      	 
      	 
      	
                                          21

                                        
	
                                          SECTION
      2.03.

                                        	
                                          Requests
      for Revolving Borrowings

                                        	 
      	 
      	 
      	
                                          22

                                        
	
                                          SECTION
      2.04.

                                        	
                                          Determination
      of Dollar Amounts

                                        	 
      	 
      	 
      	 
      	
                                          22

                                        
	
                                          SECTION
      2.05.

                                        	
                                          Swingline
      Loans

                                        	 
      	 
      	 
      	 
      	 
      	
                                          23

                                        
	
                                          SECTION
      2.06.

                                        	
                                          Letters
      of Credit

                                        	 
      	 
      	 
      	 
      	 
      	
                                          24

                                        
	
                                          SECTION
      2.07.

                                        	
                                          Funding
      of Borrowings

                                        	 
      	 
      	 
      	 
      	 
      	
                                          28

                                        
	
                                          SECTION
      2.08.

                                        	
                                          Interest
      Elections

                                        	 
      	 
      	 
      	 
      	 
      	
                                          29

                                        
	
                                          SECTION
      2.09

                                        	
                                          Termination
      and Reduction of Commitments

                                        	 
      	 
      	 
      	
                                          30

                                        
	
                                          SECTION
      2.10.

                                        	
                                          Repayment
      of Loans; Evidence of Debt

                                        	 
      	 
      	 
      	
                                          30

                                        
	
                                          SECTION
      2.11.

                                        	
                                          Prepayment
      of Loans

                                        	 
      	 
      	 
      	 
      	 
      	
                                          31

                                        
	
                                          SECTION
      2.12.

                                        	
                                          Fees

                                        	 
      	 
      	 
      	 
      	 
      	 
      	
                                          32

                                        
	
                                          SECTION
      2.13.

                                        	
                                          Interest

                                        	 
      	 
      	 
      	 
      	 
      	 
      	
                                          33

                                        
	
                                          SECTION
      2.14.

                                        	
                                          Alternate
      Rate of Interest

                                        	 
      	 
      	 
      	 
      	
                                          33

                                        
	
                                          SECTION
      2.15.

                                        	
                                          Increased
      Costs

                                        	 
      	 
      	 
      	 
      	 
      	
                                          34

                                        
	
                                          SECTION
      2.16.

                                        	
                                          Break
      Funding Payments

                                        	 
      	 
      	 
      	 
      	
                                          35

                                        
	
                                          SECTION
      2.17.

                                        	
                                          Taxes

                                        	 
      	 
      	 
      	 
      	 
      	 
      	
                                          35

                                        
	
                                          SECTION
      2.18.

                                        	
                                          Payments
      Generally; Allocation of Proceeds; Pro Rata Treatment;

                                        	 
      
	 
      	
                                          Sharing
      of Set-offs

                                        	 
      	 
      	 
      	 
      	 
      	
                                          36

                                        
	
                                          SECTION
      2.19.

                                        	
                                          Mitigation
      Obligations; Replacement of Lenders

                                        	 
      	 
      	
                                          38

                                        
	
                                          SECTION
      2.20.

                                        	
                                          Increase
      of Commitments

                                        	 
      	 
      	 
      	 
      	
                                          39

                                        
	
                                          SECTION
      2.21.

                                        	
                                          Market
      Disruption

                                        	 
      	 
      	 
      	 
      	 
      	
                                          40

                                        
	
                                          SECTION
      2.22.

                                        	
                                          Judgment
      Currency

                                        	 
      	 
      	 
      	 
      	 
      	
                                          40

                                        
	
                                          SECTION
      2.23.

                                        	
                                          Defaulting
      Lenders

                                        	 
      	 
      	 
      	 
      	 
      	
                                          41

                                        
	
                                          SECTION
      2.24

                                        	
                                          Senior
      Debt

                                        	 
      	 
      	 
      	 
      	 
      	
                                          42

                                        
	
                                          SECTION
      2.25.

                                        	
                                          Unavailability
      of Credit Default Swap Spread

                                        	 
      	 
      	 
      	
                                          42

                                        
	
                                          SECTION
      2.26.

                                        	
                                          Markit
      Data

                                        	 
      	 
      	 
      	 
      	 
      	
                                          42

                                        
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                          ARTICLE
      III Representations and Warranties

                                        	 
      	 
      	 
      	 
      	
                                          44

                                        
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                          SECTION
      3.01.

                                        	
                                          Organization;
      Powers; Subsidiaries

                                        	 
      	 
      	 
      	
                                          44

                                        
	
                                          SECTION
      3.02.

                                        	
                                          Authorization;
      Enforceability

                                        	 
      	 
      	 
      	 
      	
                                          44

                                        
	
                                          SECTION
      3.03.

                                        	
                                          Governmental
      Approvals; No Conflicts

                                        	 
      	 
      	 
      	
                                          44

                                        
	
                                          SECTION
      3.04.

                                        	
                                          Financial
      Condition; No Material Adverse Change

                                        	 
      	 
      	
                                          45

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


     

     

    
 

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	
                                                    Table of Contents

                                                  	 
      
	
                                                    (continued)

                                                  	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                                  	 
      

                                                    Page

                                                  
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                                    SECTION
      3.05.

                                                  	
                                                    Properties

                                                  	 
      	 
      	 
      	 
      	 
      	 
      	
                                                    45

                                                  
	
                                                    SECTION
      3.06.

                                                  	
                                                    Litigation
      and Environmental Matters

                                                  	 
      	 
      	 
      	
                                                    45

                                                  
	
                                                    SECTION
      3.07.

                                                  	
                                                    Compliance
      with Laws

                                                  	 
      	 
      	 
      	 
      	
                                                    45

                                                  
	
                                                    SECTION
      3.08.

                                                  	
                                                    Investment
      Company Status

                                                  	 
      	 
      	 
      	 
      	
                                                    45

                                                  
	
                                                    SECTION
      3.09.

                                                  	
                                                    Taxes

                                                  	 
      	 
      	 
      	 
      	 
      	 
      	
                                                    46

                                                  
	
                                                    SECTION
      3.10.

                                                  	
                                                    ERISA

                                                  	 
      	 
      	 
      	 
      	 
      	 
      	
                                                    46

                                                  
	
                                                    SECTION
      3.11.

                                                  	
                                                    Disclosure

                                                  	 
      	 
      	 
      	 
      	 
      	 
      	
                                                    46

                                                  
	
                                                    SECTION
      3.12.

                                                  	
                                                    Federal
      Reserve Regulations

                                                  	 
      	 
      	 
      	 
      	
                                                    46

                                                  
	
                                                    SECTION
      3.13.

                                                  	
                                                    No
      Default

                                                  	 
      	 
      	 
      	 
      	 
      	 
      	
                                                    46

                                                  
	
                                                    SECTION
      3.14.

                                                  	
                                                    Security
      Interest in Collateral

                                                  	 
      	 
      	 
      	 
      	
                                                    46

                                                  
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                                    ARTICLE
      IV Conditions

                                                  	 
      	 
      	 
      	 
      	 
      	 
      	
                                                    46

                                                  
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                                    SECTION
      4.01.

                                                  	
                                                    Effective
      Date

                                                  	 
      	 
      	 
      	 
      	 
      	
                                                    46

                                                  
	
                                                    SECTION
      4.02.

                                                  	
                                                    Each
      Credit Event

                                                  	 
      	 
      	 
      	 
      	 
      	
                                                    48

                                                  
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                                    ARTICLE
      V Affirmative Covenants

                                                  	 
      	 
      	 
      	 
      	 
      	
                                                    48

                                                  
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                                    SECTION
      5.01.

                                                  	
                                                    Financial
      Statements; Ratings Change and Other Information

                                                  	 
      	
                                                    48

                                                  
	
                                                    SECTION
      5.02.

                                                  	
                                                    Notices
      of Material Events

                                                  	 
      	 
      	 
      	 
      	
                                                    49

                                                  
	
                                                    SECTION
      5.03.

                                                  	
                                                    Existence;
      Conduct of Business

                                                  	 
      	 
      	 
      	 
      	
                                                    49

                                                  
	
                                                    SECTION
      5.04.

                                                  	
                                                    Payment
      of Obligations

                                                  	 
      	 
      	 
      	 
      	
                                                    50

                                                  
	
                                                    SECTION
      5.05.

                                                  	
                                                    Maintenance
      of Properties; Insurance

                                                  	 
      	 
      	 
      	
                                                    50

                                                  
	
                                                    SECTION
      5.06.

                                                  	
                                                    Books
      and Records; Inspection Rights

                                                  	 
      	 
      	 
      	
                                                    50

                                                  
	
                                                    SECTION
      5.07.

                                                  	
                                                    Compliance
      with Laws

                                                  	 
      	 
      	 
      	 
      	
                                                    51

                                                  
	
                                                    SECTION
      5.08.

                                                  	
                                                    Use
      of Proceeds

                                                  	 
      	 
      	 
      	 
      	 
      	
                                                    51

                                                  
	
                                                    SECTION
      5.09.

                                                  	
                                                    Subsidiary
      Guaranty; Pledges; Additional Collateral; Further
    Assurances

                                                  	
                                                    51

                                                  
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                                    ARTICLE
      VI Negative Covenants

                                                  	 
      	 
      	 
      	 
      	 
      	
                                                    53

                                                  
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                                    SECTION
      6.01.

                                                  	
                                                    Indebtedness

                                                  	 
      	 
      	 
      	 
      	 
      	
                                                    53

                                                  
	
                                                    SECTION
      6.02.

                                                  	
                                                    Liens

                                                  	 
      	 
      	 
      	 
      	 
      	 
      	
                                                    54

                                                  
	
                                                    SECTION
      6.03.

                                                  	
                                                    Fundamental
      Changes and Asset Sales

                                                  	 
      	 
      	 
      	
                                                    56

                                                  
	
                                                    SECTION
      6.04.

                                                  	
                                                    Investments,
      Loans, Advances, Guarantees and Acquisitions

                                                  	 
      	
                                                    56

                                                  
	
                                                    SECTION
      6.05.

                                                  	
                                                    Restrictive
      Agreements

                                                  	 
      	 
      	 
      	 
      	
                                                    56

                                                  
	
                                                    SECTION
      6.06.

                                                  	
                                                    Restricted
      Payments

                                                  	 
      	 
      	 
      	 
      	 
      	
                                                    57

                                                  
	
                                                    SECTION
      6.07

                                                  	
                                                    Loan
      Party Assets

                                                  	 
      	 
      	 
      	 
      	 
      	
                                                    57

                                                  
	
                                                    SECTION
      6.08.

                                                  	
                                                    Financial
      Covenants

                                                  	 
      	 
      	 
      	 
      	 
      	
                                                    57

                                                  


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          ii 


          
            

          

        

        
           


        

      




    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  Table of Contents

                                                	 
      
	
                                                  (continued)

                                                	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                                   

                                                	 
      

                                                  Page

                                                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                                  ARTICLE
      VII Events of Default

                                                	 
      	 
      	 
      	 
      	 
      	 
      	
                                                  58

                                                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                                  ARTICLE
      VIII The Administrative Agent

                                                	 
      	 
      	 
      	 
      	 
      	
                                                  60

                                                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                                  ARTICLE
      IX  Miscellaneous

                                                	 
      	 
      	 
      	 
      	 
      	 
      	
                                                  64

                                                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                                  SECTION
      9.01.

                                                	
                                                  Notices

                                                	 
      	 
      	 
      	 
      	 
      	 
      	
                                                  64

                                                
	
                                                  SECTION
      9.02.

                                                	
                                                  Waivers;
      Amendments

                                                	 
      	 
      	 
      	 
      	
                                                  64

                                                
	
                                                  SECTION
      9.03.

                                                	
                                                  Expenses;
      Indemnity; Damage Waiver

                                                	 
      	 
      	 
      	
                                                  66

                                                
	
                                                  SECTION
      9.04.

                                                	
                                                  Successors
      and Assigns

                                                	 
      	 
      	 
      	 
      	
                                                  67

                                                
	
                                                  SECTION
      9.05.

                                                	
                                                  Survival

                                                	 
      	 
      	 
      	 
      	 
      	 
      	
                                                  69

                                                
	
                                                  SECTION
      9.06.

                                                	
                                                  Counterparts;
      Integration, Effectiveness

                                                	 
      	 
      	 
      	
                                                  69

                                                
	
                                                  SECTION
      9.07.

                                                	
                                                  Severability

                                                	 
      	 
      	 
      	 
      	 
      	
                                                  70

                                                
	
                                                  SECTION
      9.08.

                                                	
                                                  Right
      of Setoff

                                                	 
      	 
      	 
      	 
      	 
      	
                                                  70

                                                
	
                                                  SECTION
      9.09.

                                                	
                                                  Governing
      Law; Jurisdiction; Consent to Service of Process

                                                	 
      	
                                                  70

                                                
	
                                                  SECTION
      9.10.

                                                	
                                                  WAIVER
      OF JURY TRIAL

                                                	 
      	 
      	 
      	 
      	
                                                  71

                                                
	
                                                  SECTION
      9.11.

                                                	
                                                  Headings

                                                	 
      	 
      	 
      	 
      	 
      	 
      	
                                                  71

                                                
	
                                                  SECTION
      9.12.

                                                	
                                                  Confidentiality

                                                	 
      	 
      	 
      	 
      	 
      	
                                                  71

                                                
	
                                                  SECTION
      9.13.

                                                	
                                                  USA
      PATRIOT Act

                                                	 
      	 
      	 
      	 
      	 
      	
                                                  72

                                                
	
                                                  SECTION
      9.14.

                                                	
                                                  Appointment
      for Perfection

                                                	 
      	 
      	 
      	 
      	
                                                  72

                                                


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      



     

     

     

    
 

    


    


    
      
        
           


        

        
          iii 


          
            

          

        

        
           


          
            


            


            Table of Contents


            (continued)

            Page 

            


          

        

      

    

    


    


    
      
        
          	
                  SCHEDULES:

                
	 
      
	
                  Schedule
      2.01 – Commitments

                
	
                  Schedule
      2.02 – Mandatory Cost

                
	
                  Schedule
      3.01 – Subsidiaries

                
	
                  Schedule
      3.06 – Litigation

                
	
                  Schedule
      6.01 – Existing Indebtedness

                
	
                  Schedule
      6.02 – Existing Liens

                
	
                  Schedule
      6.05 – Existing Restrictions

                
	 
      
	
                  EXHIBITS:

                
	
                  Exhibit
      A – Form of Assignment and Assumption

                
	
                  Exhibit
      B – Form of Written Money Transfer Instruction

                
	
                  Exhibit
      C – List of Closing Documents

                
	
                  Exhibit
      D – Form of Subsidiary Guaranty

                
	
                  Exhibit
      E – Form of Commitment and
Acceptance

                


        

      

    

    


    
      
        
           


        

        
          iv 


          
            

          

        

        
           


        

      

    

    


    
 

    
      CREDIT
AGREEMENT dated as of August 17, 2009 among LEXMARK INTERNATIONAL, INC., the
LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK
OF AMERICA, N.A., as Syndication Agent and CITIBANK, N.A. and SUNTRUST BANK, as
Co-Documentation Agents.

       

      The
parties hereto agree as follows:

       

       

      ARTICLE
I

       

       

      


       

       

      Definitions

       

      SECTION
1.01. Defined
Terms.  As used in this Credit Agreement (this “Agreement”), the
following terms have the meanings specified below:

       

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

       

      “Adjusted LIBO Rate”
means, with respect to any Eurocurrency Borrowing for any Interest Period, an
interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%)
equal to the sum of (i) (a) the LIBO Rate for such Interest Period multiplied by
(b) the Statutory Reserve Rate plus, without
duplication, (ii) in the case of Loans by a Lender from its office or branch in
the United Kingdom, the Mandatory Cost.

       

      “Administrative Agent”
means JPMorgan Chase Bank, N.A. (including its branches and affiliates), in its
capacity as administrative agent for the Lenders hereunder.

       

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

       

      “Affected Foreign
Subsidiary” means any Material Worldwide Subsidiary that is a Foreign
Subsidiary to the extent such Material Worldwide Subsidiary acting as a
Subsidiary Guarantor would cause a Deemed Dividend Problem.

       

      “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.

       

      “Aggregate Commitment”
means the aggregate of the Commitments of all of the Lenders, as reduced or
increased from time to time pursuant to the terms and conditions
hereof.  As of the Effective Date, the Aggregate Commitment is
$275,000,000.

       

      “Agreed Currencies”
means (i) Dollars, (ii) euro, (iii) British Pounds Sterling and (iv) Japanese
Yen.

       

      “Alternate Base Rate”
means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate
in effect on such day, (b) the Federal Funds Effective Rate in effect on such
day plus 1⁄2 of
1% and (c) the Adjusted LIBO Rate for a one month Interest Period in Dollars on
such day (or if such day is not a Business Day, the immediately preceding
Business Day) plus 1%; provided
that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be
based on the rate appearing on the Reuters Screen LIBOR01 Page (or on any
successor or substitute page of such page) at approximately

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      11:00
a.m. London time on such day.  Any change in the Alternate Base Rate
due to a change in the Prime Rate, the Federal Funds Effective Rate or the
Adjusted LIBO Rate shall be effective from and including the effective date of
such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted
LIBO Rate, respectively.

       

      “Applicable ABR Rate”
means a percentage per annum (if positive) equal to the Applicable LIBOR Rate
minus
1.00%.

       

      “Applicable Foreign
Subsidiary Pledge Percentage” means 65% or, following a Change in Law,
(i) such lesser percentage that would be necessary to prevent a Deemed Dividend
Problem or (ii) such greater percentage that would be obtainable without causing
a Deemed Dividend Problem.

       

      “Applicable LIBOR
Rate” means a percentage which is the greater of (i) 2.50% and (ii) the
Credit Default Swap Spread (provided that the percentage computed by reference
to clause (ii) shall not exceed the Applicable LIBOR Rate Cap); provided, further, that if at
any time the Credit Default Swap Spread is unavailable, the Applicable LIBOR
Rate shall be determined in accordance with the terms and provisions of Section
2.25.

       

      “Applicable LIBOR Rate
Cap” means 4.50%.

       

      “Applicable
Percentage” means, with respect to any Lender, the percentage of the
Aggregate Commitment represented by such Lender’s Commitment; provided that in the
case of Section 2.23 when a Defaulting Lender shall exist, “Applicable
Percentage” shall mean the percentage of the Aggregate Commitment (disregarding
any Defaulting Lender’s Commitment) represented by such Lender’s
Commitment.  If the Commitments have terminated or expired, the
Applicable Percentages shall be determined based upon the Commitments most
recently in effect, giving effect to any assignments and to any Lender’s status
as a Defaulting Lender at the time of determination.

       

      “Applicable Pledge
Percentage” means (a) 100% or (b) in the case of a pledge by the Borrower
or any Domestic Subsidiary of its Equity Interests in an Affected Foreign
Subsidiary, the Applicable Foreign Subsidiary Pledge Percentage.

       

      “Approved Fund” is
defined in Section 9.04.

       

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

       

      “Assignment and
Assumption” means an assignment and assumption agreement 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 A or
any other form approved by the Administrative Agent.

       

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

       

      “Available Revolving
Commitment” means, at any time, the Aggregate Commitment then in effect
minus the Revolving Credit Exposure of all the Lenders at such time; it being
understood and agreed that any Lender’s Swingline Exposure shall not be deemed
to be a component of the Revolving Credit Exposure for purposes of calculating
the commitment fee under Section 2.12(a).

       


      
        
           


        

        
          2 


          
            

          

        

        
           


        

      


      “Banking Services”
means each and any of the following bank services provided to the Borrower or
any Subsidiary by any Lender or any of its Affiliates: (a) commercial credit
cards, (b) stored value cards and (c) treasury management services (including,
without limitation, controlled disbursement, automated clearinghouse
transactions, return items, overdrafts, interstate depository network services
and foreign exchange transactions).

       

      “Banking Services
Agreement” means any agreement entered into by the Borrower or any
Subsidiary in connection with Banking Services.

       

      “Banking Services
Obligations” means any and all obligations of the Borrower or any
Subsidiary, whether absolute or contingent and howsoever and whensoever created,
arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefor) in connection with Banking
Services.

       

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

       

      “Borrower” means
Lexmark International, Inc., a Delaware corporation.

       

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

       

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

       

      “British Pounds
Sterling” means the lawful currency of Great Britain.

       

      “Business Day” means
any day that is not a Saturday, Sunday or other day on which commercial banks in
New York City are authorized or required by law to remain closed; provided that,
when used in connection with a Eurocurrency Loan, the term “Business Day” shall
also exclude any day on which banks are not open for dealings in Agreed
Currencies in the London interbank market or the principal financial center of
the country in which payment or purchase of such Agreed Currency can be made
(and, if the Borrowings or LC Disbursements which are the subject of a
borrowing, drawing, payment, reimbursement or rate selection are denominated in
euro, the term “Business Day” shall also exclude any day on which the TARGET
payment system is not open for the settlement of payments in
euros).

       

      “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), of Equity Interests representing more than 30%
of the aggregate ordinary voting power represented by the issued and outstanding
Equity Interests of the Borrower; (b) occupation of a majority of the seats
(other than vacant seats) on the board of directors of the Borrower by Persons
who were neither (i) nominated by

       


      
        
          3 


        

        
           


          
            

          

        

        
           


        

      


      the board
of directors of the Borrower nor (ii) appointed by directors so nominated; or
(c) the acquisition of direct or indirect Control of the Borrower by any Person
or group.

       

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

       

      “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 Swingline Loans.

       

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

       

      “Co-Documentation
Agent” means each of Citibank, N.A. and SunTrust Bank in its capacity as
co-documentation agent for the credit facility evidenced by this
Agreement.

       

      “Collateral” means any
and all U.S. Assets owned, leased or operated by a Person covered by the
Collateral Documents, but only so long as the Collateral Documents are then in
effect, and any and all other U.S. Assets of any Loan Party, now existing or
hereafter acquired, that may at any time be or become subject to a security
interest or Lien in favor of Administrative Agent, on behalf of itself and the
Holders of Secured Obligations under or pursuant to a Collateral Document (but
only so long as any such Collateral Document is then in effect), to secure the
Secured Obligations.  For purposes of clarification, any and all U.S.
Assets owned, leased or operated by a Person covered by the Collateral Documents
and any and all other U.S. Assets of any Loan Party, now existing or hereafter
acquired, that may at any time be or become subject to a security interest or
Lien in favor of Administrative Agent, on behalf of itself and the Holders of
Secured Obligations shall constitute “Collateral” only during a Collateral
Period.

       

      “Collateral Documents”
means, collectively, the Security Agreement, the Mortgages and all other
agreements, instruments and documents executed in connection with this Agreement
that are intended to create, perfect or evidence Liens to secure the Secured
Obligations, including, without limitation, all other security agreements,
pledge agreements, mortgages, deeds of trust, loan agreements, notes,
guarantees, subordination agreements, pledges, powers of attorney, consents,
assignments, contracts, fee letters, notices, leases, financing statements and
all other written matter whether heretofore, now, or hereafter executed by the
Borrower or any of its Subsidiaries and delivered to the Administrative
Agent.

       

      “Collateral Period”
means the period commencing on a Collateral Trigger Date and ending on the
earlier of the occurrence of a Collateral Release Date subsequent to such
Collateral Trigger Date or the Collateral Requirement Termination
Date.

       

      “Collateral Release
Date” means any date following the occurrence of a Collateral Trigger
Date on which no Default is continuing and each of the following events occurs:
(a) Moody’s has in effect a rating for the Index Debt, and a corporate credit
rating for the Borrower, in each case of Baa3 (stable or better outlook) or
higher and (b) S&P has in effect a rating for the Index Debt, and a
corporate credit rating for the Borrower, in each case of BBB- (stable or better
outlook) or higher.

       


      
        
          4 


        

        
           


          
            

          

        

        
           


        

      


      “Collateral Requirement
Termination Date” means any date following the Effective Date on which no
Default is continuing and any of the following events occurs: (a) Moody’s issues
a rating for the Index Debt, or a corporate credit rating for the Borrower, of
Baa2 (stable or better outlook) or higher and (b) S&P issues a rating for
the Index Debt, or a corporate credit rating for the Borrower, of BBB (stable or
better outlook) or higher.

       

      “Collateral Trigger
Date” means any date following the Effective Date on which one of the
following events occurs: (a) Moody’s issues a rating for the Index Debt, or a
corporate credit rating for the Borrower, of Ba2 or lower or (b) S&P issues
a rating for the Index Debt, or a corporate credit rating for the Borrower, of
BB or lower.

       

      “Collateral
Requirements” has the meaning assigned to such term in Section
5.09(f).

       

      “Commitment” means,
with respect to each Lender, the commitment of such Lender to make Revolving
Loans and to acquire participations in Letters of Credit and Swingline Loans
hereunder, expressed as an amount representing the maximum aggregate amount of
such Lender’s Revolving Credit Exposure hereunder, as such commitment may be (a)
reduced or terminated from time to time pursuant to Section 2.09, (b) increased
from time to time pursuant to Section 2.20 and (c) 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 Commitment is set forth on
Schedule 2.01,
or in the Assignment and Assumption or other documentation contemplated hereby
pursuant to which such Lender shall have assumed its Commitment, as
applicable.  The initial aggregate amount of the Lenders’ Commitments
is $275,000,000.

       

      “Commitment Fee Rate”
means, for any day, with respect to the commitment fees payable hereunder, the
applicable rate per annum set forth below under the caption “Commitment Fee
Rate”, based upon the ratings by Moody’s and S&P, respectively, applicable
on such date to the Index Debt:

      
 

      
        
          
            	
                     

                    Index Debt Ratings:

                  	
                    Commitment Fee

                    Rate

                  
	
                    Category 1: Baa1 or BBB+ or
      higher

                  	
                    0.40%

                  
	
                    Category 2: Baa2 or BBB

                  	
                    0.50%

                  
	
                    Category 3: Baa3 or BBB-

                  	
                    0.625%

                  
	
                    Category 4: Ba1 or BB+ or
    lower

                  	
                    0.75%

                  




        

      

       

      For
purposes of, and notwithstanding, the foregoing,

       

      (i) if
neither Moody’s nor S&P shall have in effect a rating for the Index Debt or
an issuer rating for the Borrower (other than by reason of the circumstances
referred to in the last sentence of this definition), then such rating agency
shall be deemed to have established a rating in Category 4 (it being understood
and agreed that in the event that only one of the two rating agencies issues a
rating for the Index Debt, such rating shall determine the Commitment Fee
Rate);

       

      (ii) if
the ratings established or deemed to have been established by Moody’s and
S&P for the Index Debt shall fall within different Categories, the
Commitment Fee Rate shall be based on the higher of the two ratings unless one
of the two ratings is two or more Categories lower than the other, in which case
the Commitment Fee Rate shall be determined by reference to the Category next
below that of the higher of the two ratings;

       


      
        
           


        

        
          5 


          
            

          

        

        
           


        

      


      (iii) if
the ratings established or deemed to have been established by Moody’s and
S&P for the Index Debt shall be changed (other than as a result of a change
in the rating system of Moody’s or S&P), 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 by the
Borrower to the Administrative Agent and the Lenders pursuant to Section 5.01 or
otherwise; and

       

      (iv) if
the Borrower shall not have any Index Debt outstanding, then issuer ratings by
Moody’s and S&P for the Borrower shall apply for items (i) through (iii)
above.  Each change in the Commitment Fee Rate shall apply during the
period commencing on the effective date of such change and ending on the date
immediately preceding the effective date of the next such change.  If
the rating system of Moody’s or S&P 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 Commitment Fee Rate shall be determined by reference to the
rating most recently in effect prior to such change or cessation.

       

      “Commitment Increase
Notice” is defined in Section 2.20.

       

      “Computation Date” has
the meaning assigned to such term in Section 2.04.

       

      “Consolidated EBITDA”
means, with respect to the Borrower and its Subsidiaries for any fiscal period,
an amount equal to the sum of (a) Consolidated Net Income of the Borrower and
its Subsidiaries for such fiscal period, plus (b) in each case
to the extent deducted in the calculation of such Person’s Consolidated Net
Income and without duplication, (i) depreciation and amortization for such
period,  plus (ii) income tax
expense for such period, plus (iii)
Consolidated Interest Expense paid or accrued during such period, plus (iv) other
noncash charges for such period (not including accruals of charges which will be
discharged in a following accounting period in cash in the ordinary course of
business), plus (v)  cash restructuring charges in an aggregate amount
not to exceed $45,000,000 during the term of this Agreement and minus (c) to the
extent added in computing Consolidated Net Income, and without duplication, the
sum of (i) interest income and (ii) any other noncash income (but not including
accruals of income which will be received in a following accounting period in
cash in the ordinary course of business) for such period, in each case all as
determined in accordance with GAAP on a consolidated basis; provided, that with
respect to the calculation of Consolidated EBITDA in determining compliance with
the financial covenants contained in Section 6.08(a) and (b), Consolidated
EBITDA shall be calculated, with respect to Permitted Acquisitions, on a pro
forma basis reasonably satisfactory to the Administrative Agent, but without
giving effect to any projected synergies or cost savings, using historical
audited and reviewed unaudited financial statements obtained from the seller(s)
in such Permitted Acquisition, broken down by fiscal quarter and such other
period as is reasonably requested by the Administrative Agent.

       

      “Consolidated Interest
Expense” means, with reference to any period and without duplication, the
interest expense (including without limitation interest expense under Capital
Lease Obligations that is treated as interest in accordance with GAAP) of the
Borrower and its Subsidiaries calculated on a consolidated basis for such period
with respect to (a) all outstanding Indebtedness of the Borrower and its
Subsidiaries allocable to such period in accordance with GAAP, (b) the Permitted
Receivables Financing and (c) Swap Agreements (including, without limitation,
all commissions, discounts and other fees and charges owed with respect to
letters of credit and bankers acceptance financing and net costs under interest
rate Swap Agreements to the extent such net costs are allocable to such period
in accordance with GAAP).

       


      
        
           


        

        
          6 


          
            

          

        

        
           


        

      


      “Consolidated Net
Income” means, with reference to any period, the net income (or loss) of
the Borrower and its Subsidiaries calculated in accordance with GAAP on a
consolidated basis (without duplication) for such period.

       

      “Consolidated Total
Assets” means, as of the date of any determination thereof, total assets
of the Borrower and its Subsidiaries calculated in accordance with GAAP on a
consolidated basis as of such date.

       

      “Consolidated Total
Indebtedness” means at any time the sum, without duplication, of (a) the
aggregate Indebtedness of the Borrower and its Subsidiaries calculated on a
consolidated basis as of such time in accordance with GAAP, (b) the aggregate
amount of the cash advances pursuant to any Permitted Receivables Financing and
(c) Indebtedness of the type referred to in clauses (a) – (b) hereof of another
Person guaranteed by the Borrower or any of its Subsidiaries.

       

      “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.

       

      “Credit Default Swap
Spread” means, for any Spread Determination Date, the credit default swap
mid-rate spread applicable to the senior debt of the Borrower with a maturity
date of the Maturity Date, as of the close of business on the Business Day
immediately preceding such Spread Determination Date, as interpolated by Markit
and as reported by Markit’s convention curve.

       

      “Credit Event” means a
Borrowing, the issuance of a Letter of Credit, an LC Disbursement or any of the
foregoing.

       

      “Deemed Dividend
Problem” means, with respect to any Material Worldwide Subsidiary that is
a Foreign Subsidiary, such Material Worldwide Subsidiary’s then accumulated and
undistributed earnings and profits or then current and undistributed current
earnings and profits being deemed to be repatriated or distributed to the
Borrower, or any Domestic Subsidiary, under Section 956 of the Code or any
successor or similar law and the effect of such repatriation or distribution
causing materially adverse tax consequences to the Borrower or such Domestic
Subsidiary, in each case as determined by the Borrower in its commercially
reasonable judgment acting in good faith and in consultation with its legal and
tax advisors.

       

      “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.

       

      “Defaulting Lender”
means any Lender, as determined by the Administrative Agent, that has (a) failed
to fund any portion of its Loans or participations in Letters of Credit or
Swingline Loans within three (3) Business Days of the date required to be funded
by it hereunder, (b) notified the Borrower, the Administrative Agent, the
Issuing Bank, the Swingline Lender or any Lender in writing that it does not
intend to comply with any of its funding obligations under this Agreement or has
made a public statement to the effect that it does not intend to comply with its
funding obligations under this Agreement or under other agreements in which it
commits to extend credit, (c) failed, within three (3) Business Days after
request by the Administrative Agent, to confirm that it will comply with the
terms of this Agreement relating to its obligations to fund prospective Loans
and participations in then outstanding Letters of Credit and Swingline Loans,
(d) otherwise failed to pay over to the Administrative Agent or any other Lender
any other amount required to be paid by it hereunder within three (3) Business
Days of the date when due, unless the subject of a good faith dispute, or (e)
(i) become or is insolvent or has a parent company that has become or is
insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding,
or has had a receiver, conservator, trustee, administrator, assignee for the
benefit of creditors

       


      
        
           


        

        
          7 


          
            

          

        

        
           


        

      


      or
similar Person charged with reorganization or liquidation of its business or
custodian, appointed for it, or has taken any action in furtherance of, or
indicating its consent to, approval of or acquiescence in any such proceeding or
appointment or has a parent company that has become the subject of a bankruptcy
or insolvency proceeding, or has had a receiver, conservator, trustee,
administrator, assignee for the benefit of creditors or similar Person charged
with reorganization or liquidation of its business or custodian appointed for
it, or has taken any action in furtherance of, or indicating its consent to,
approval of or acquiescence in any such proceeding or appointment.

       

      “Designated User”
means a Person designated as such by a Lender or the Administrative
Agent.

       

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

       

      “Dollar Amount” of any
currency at any date shall mean (i) the amount of such currency if such currency
is Dollars or (ii) the equivalent in such currency of such amount of Dollars if
such currency is a Foreign Currency, calculated on the basis of the arithmetical
mean of the buy and sell spot rates of exchange of the Administrative Agent for
such currency on the London market at 11:00 a.m., London time, on or as of the
most recent Computation Date provided for in Section 2.04.

       

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

       

      “Domestic Subsidiary”
means a Subsidiary organized under the laws of a jurisdiction located in the
United States of America.

       

      “Effective Commitment
Amount” is defined in Section 2.20.

       

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

       

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

       

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

       

      “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.

       

      “Equivalent Amount” of
any currency with respect to any amount of Dollars at any date shall mean the
equivalent in such currency of such amount of Dollars, calculated on the basis
of the

       


      
        
          8 


        

        
           


          
            

          

        

        
           


        

      


      arithmetical
mean of the buy and sell spot rates of exchange of the Administrative Agent for
such other currency at 11:00 a.m., London time, on the date on or as of which
such amount is to be determined.

       

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

       

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

       

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

       

      “EU” means the
European Union.

       

      “euro” and/or “EUR” means the single
currency of the participating member states of the EU.

       

      “Eurocurrency”, when
used in reference to a currency means an Agreed Currency and when used in
reference to any Loan or Borrowing, means that such Loan bears, or the Loans
comprising such Borrowing bear interest at a rate determined by reference to the
Adjusted LIBO Rate.

       

      “Eurocurrency Payment
Office” of the Administrative Agent shall mean, for each Foreign
Currency, the office, branch, affiliate or correspondent bank of the
Administrative Agent for such currency as specified from time to time by the
Administrative Agent to the Borrower and each Lender.

       

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

       

                                      “Excluded Taxes”
means, with respect to the Administrative Agent, any Lender, the Issuing Bank or
any other recipient of any payment to be made by or on account of any obligation
of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured
by) its net income  by the United States of America or any state or
political subdivision thereof, or by the jurisdiction under the laws of which
such recipient is organized or in which its principal office is located or, in
the case of any Lender, in which its applicable lending office is located, (b)
any branch profits taxes imposed by the United States of America or any similar
tax imposed by any other jurisdiction in which the Borrower is located and (c)
in the case of a Foreign Lender (other than an assignee pursuant to a request by
the Borrower under Section 2.19(b)), any withholding tax that is imposed on
amounts payable to such

       

       


      
        
           


        

        
          9 


          
            

          

        

        
           


        

      

       

      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 2.17(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
2.17(a).

       

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

       

      “Financial Officer”
means the chief financial officer, principal accounting officer, treasurer or
controller of the Borrower.

       

      “First Tier Foreign
Subsidiary” means each Foreign Subsidiary with respect to which any one
or more of the Borrower and its Domestic Subsidiaries directly owns or controls
more than 50% of such Foreign Subsidiary’s issued and outstanding Equity
Interests.

       

      “Foreign Currencies”
means each Agreed Currency other than Dollars.

       

      “Foreign Currency LC
Exposure” means, at any time, the sum
of (a) the Dollar Amount of the aggregate undrawn and unexpired amount of all
outstanding Foreign Currency Letters of Credit at such time plus (b) the
aggregate principal Dollar Amount of all LC Disbursements in respect of Foreign
Currency Letters of Credit that have not yet been reimbursed at such
time.

       

      “Foreign Currency Letter of
Credit” means a Letter of Credit denominated in a Foreign
Currency.

       

      “Foreign Currency
Sublimit” means $150,000,000.

       

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

       

      “Foreign Subsidiary”
means any Subsidiary which is not a Domestic Subsidiary.

       

      “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.

       

                                      
“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

      


      
        
          
             


          

          
            10 


            
              

            

          

          
             


          

        

      

      


      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 or (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; provided, that the
term Guarantee shall not include endorsements for collection or deposit in the
ordinary course of business.

       

      “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.

       

      “Holders of Secured
Obligations” means the holders of the Secured Obligations from time to
time and shall include (i) each Lender and the Issuing Bank in respect of its
Loans and LC Exposure respectively, (ii) the Administrative Agent, the Issuing
Bank and the Lenders in respect of all other present and future obligations and
liabilities of the Borrower and each Subsidiary of every type and description
arising under or in connection with this Agreement or any other Loan Document,
(iii) each Lender and affiliate of such Lender in respect of Swap Agreements and
Banking Services Agreements entered into with such Person by the Borrower or any
Subsidiary, (iv) each indemnified party under Section 9.03 in respect of the
obligations and liabilities of the Borrower to such Person hereunder and under
the other Loan Documents, and (v) their respective successors and (in the case
of a Lender, permitted) transferees and assigns.

       

      “Hostile Acquisition”
means (a) the acquisition of the Equity Interests of a Person through a tender
offer or similar solicitation of the owners of such Equity Interests which has
not been approved (prior to such acquisition) by the board of directors (or any
other applicable governing body) of such Person or by similar action if such
Person is not a corporation and (b) any such acquisition as to which such
approval has been withdrawn.

       

      “Indebtedness” of any
Person means, without duplication, (a) all obligations of such Person for
borrowed money, (b) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such Person in
respect of the deferred purchase price of property or services (excluding trade
accounts payable or accrued liabilities incurred in the ordinary course of
business), (d) 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, (e) all Guarantees by such Person
of Indebtedness of others, (f) all Capital Lease Obligations of such Person, (g)
all obligations, contingent or otherwise, of such Person in respect of letters
of credit and letters of guaranty, (h) all obligations, contingent or otherwise,
of such Person in respect of bankers’ acceptances and (i) the aggregate amount
of the cash advances pursuant to any Permitted Receivables
Financing.  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 the Borrower
that is not guaranteed by any other Person or subject to any other credit
enhancement.

       

    

     

     

    

      
        
           


        

        
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      “Information
Memorandum” means the Confidential Information Memoranda dated June 2009
and July 2009 relating to the Borrower and the Transactions.

       

      “Interest Coverage
Ratio” has the meaning assigned to such term in Section
6.08(a).

       

      “Interest Election
Request” means a request by the Borrower to convert or continue a
Revolving Borrowing in accordance with Section 2.08.

       

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

       

      “Interest Period”
means with respect to any Eurocurrency Borrowing, the period commencing on the
date of such Borrowing and ending on the date that is seven days or fourteen
days thereafter or on the numerically corresponding day in the calendar month
that is one, two, three or six months thereafter, as the Borrower may elect;
provided, that (i) 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, in the case of a Eurocurrency Borrowing only, 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 (ii) any
Interest Period pertaining to a Eurocurrency Borrowing that commences on the
last Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the last calendar month of such Interest
Period) shall end on the last Business Day of the last calendar month of such
Interest Period.  For purposes hereof, the date of a Borrowing
initially shall be the date on which such Borrowing is made and, in the case of
a Revolving Borrowing, thereafter shall be the effective date of the most recent
conversion or continuation of such Borrowing.

       

      “Issuing Bank” means
JPMorgan Chase Bank, N.A., in its capacity as the issuer of Letters of Credit
hereunder, and its successors in such capacity as provided in Section
2.06(i).  The Issuing Bank may, in its discretion, arrange for one or
more Letters of Credit to be issued by Affiliates of the Issuing Bank, in which
case the term “Issuing Bank” shall include any such Affiliate with respect to
Letters of Credit issued by such Affiliate so long as such Affiliate expressly
agrees to perform in accordance with their terms all of the obligations that by
the terms of this Agreement are required to be performed by it as the Issuing
Bank.

       

      “Japanese Yen” means
the lawful currency of Japan.

       

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

       

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

       

                                       “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


      
        
           


        

        
          12 


          
            

          

        

        
           


        

      




    
      
        ceases to
be a party hereto pursuant to an Assignment and Assumption.  Unless
the context otherwise requires, the term “Lenders” includes the Swingline
Lender.

         

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

         

        “Leverage Ratio” has
the meaning assigned to such term in Section 6.08(b).

         

        “LIBO Rate” means,
with respect to any Eurocurrency Borrowing for any Interest Period, the rate
appearing on, in the case of Dollars, Reuters Screen LIBOR01 Page and, in the
case of any Foreign Currency, the appropriate page of such service which
displays British Bankers Association Interest Settlement Rates for deposits in
such Foreign Currency (or, in each case, 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 relevant
Agreed Currency in the London interbank market) at approximately 11:00 a.m.,
London time, two (2) Business Days prior to (or, in the case of Loans
denominated in British Pounds Sterling, on the day of) the commencement of such
Interest Period, as the rate for deposits in the relevant Agreed Currency with a
maturity comparable to such Interest Period.  In the event that such
rate is not available at such time for any reason, then the “LIBO Rate” with
respect to such Eurocurrency Borrowing for such Interest Period shall be the
rate at which deposits in the relevant Agreed Currency in an Equivalent Amount
of $5,000,000 and for a maturity comparable to such Interest Period are offered
by the principal London office of the Administrative Agent in immediately
available funds in the London interbank market at approximately 11:00 a.m.,
London time, two (2) Business Days prior to (or, in the case of Loans
denominated in British Pounds Sterling, on the day of) the commencement of such
Interest Period.

         

        “Lien” means any
mortgage, deed of trust, security interest, pledge, hypothecation, encumbrance,
lien (statutory or otherwise), or other security agreement or the interests of a
vendor or a lessor under any capital lease (or any financing lease involving
substantially the same economic effect as a capital lease); provided, that
neither the licensing of any intellectual property right nor the holding of any
such right subject to any retained right of any licensor or transferor thereof
to use or license the same shall, alone, constitute a Lien on any such
right.

         

        “Loan Documents” means
this Agreement, the Subsidiary Guaranty, the Collateral Documents, intercreditor
agreements, any promissory notes executed and delivered pursuant to Section
2.10(e) and any and all other instruments and documents executed and delivered
in connection with any of the foregoing.

         

        “Loan Parties” means,
collectively, the Borrower and the Subsidiary Guarantors.

         

        “Loan Party Asset
Amount” means, as of any date of determination, the sum of the book value
of the assets of the Borrower and the other Loan Parties (excluding assets of
Subsidiaries of the Borrower that are not Subsidiary Guarantors or are Foreign
Subsidiaries and excluding assets constituting intercompany receivables from, or
investments in, such Subsidiaries of the Borrower that are not Subsidiary
Guarantors or are Foreign Subsidiaries) as of such date.

         

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

         


        
          
             


          

          
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        “Local Time” means (i)
New York City time in the case of a Loan, Borrowing or LC Disbursement
denominated in Dollars and (ii) London time in the case of a Loan, Borrowing or
LC Disbursement denominated in a Foreign Currency.

         

        “Mandatory Cost” is
described in Schedule
2.02.

         

        “Markit” means Markit
Group, Ltd. and its successors or, if such service is not then publishing the
Credit Default Swap Spread, an appropriate source providing such information on
Bloomberg or another source reasonably determined by the Administrative
Agent.

         

        “Material Adverse
Effect” means a material adverse effect on (a) the business, assets,
condition (financial or otherwise) or operations of the Borrower and the
Subsidiaries taken as a whole or (b) the validity or enforceability of this
Agreement or any of the other Loan Documents.

         

        “Material
Indebtedness” means Indebtedness (other than the Loans and Letters of
Credit), of any one or more of the Borrower and its Subsidiaries in an aggregate
principal amount exceeding $100,000,000.

         

        “Material Worldwide
Subsidiary” means any Subsidiary (other than a Permitted Receivables
Vehicle), the (a) assets or (b) revenues (excluding intercompany assets and
revenues that would be eliminated upon consolidation in accordance with GAAP) of
which are, at the time of determination (determined, in the case of clause (a),
as of the end of the most recently completed fiscal quarter of the Borrower,
and, in the case of clause (b), in respect of the most recent period of four
consecutive fiscal quarters of the Borrower, for which the relevant financial
information is available), equal to or greater than five percent (5%) of the
consolidated assets or ten percent (10%) of the consolidated revenues (excluding
intercompany assets and revenues that would be eliminated upon consolidation in
accordance with GAAP), respectively, of the Borrower and its Subsidiaries at
such time.  Upon the acquisition of a new Subsidiary, qualification as
a “Material Worldwide Subsidiary” shall be determined on a pro forma basis on
the assumption that such Subsidiary had been acquired at the beginning of the
relevant period of four consecutive fiscal quarters.

         

        “Maturity Date” means
August 17, 2012.

         

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

         

        “Mortgage” means each
mortgage, deed of trust or other agreement in form and substance reasonably
satisfactory to the Administrative Agent and which conveys or evidences a Lien
in favor of the Administrative Agent, for the benefit of the Administrative
Agent and the Holders of Secured Obligations, on real property of a Loan Party,
including any amendment, restatement, modification or supplement
thereto.

         

        “Mortgage Instruments”
means such title reports, title insurance, flood certifications and flood
insurance, opinions of counsel, surveys, appraisals and environmental reports
and other similar information and related certifications as are requested by,
and in form and substance reasonably acceptable to, the Administrative Agent
from time to time.

         

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

         

                                        
“Obligations”
means all unpaid principal of and accrued and unpaid interest on the Loans, all
LC Exposure, all accrued and unpaid fees and all expenses, reimbursements,
indemnities and


        
          
             


          

          
            14 


            
              

            

          

          
             


          

        



      

        other
obligations and indebtedness (including interest accruing during the pendency of
any bankruptcy, insolvency, receivership or other similar proceeding, regardless
of whether allowed or allowable in such proceeding), obligations and liabilities
of any of the Borrower and its Subsidiaries to any of the Lenders, the
Administrative Agent, the Issuing Bank or any indemnified party, individually or
collectively, existing on the Effective Date or arising thereafter, direct or
indirect, joint or several, absolute or contingent, matured or unmatured,
liquidated or unliquidated, secured or unsecured, arising by contract, operation
of law or otherwise, in each case, arising or incurred under this Agreement or
any of the other Loan Documents or to the Lenders or any of their Affiliates
under any Swap Agreement or any Banking Services Agreement or in respect of any
of the Loans made or reimbursement or other obligations incurred or any of the
Letters of Credit or other instruments at any time evidencing any
thereof.

         

        “Original Currency”
shall have the meaning assigned to such term in Section 2.18(a).

         

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

         

        “Overnight Foreign Currency
Rate” means, for any amount payable in a Foreign Currency, the rate of
interest per annum as determined by the Administrative Agent at which overnight
or weekend deposits in the relevant currency (or if such amount due remains
unpaid for more than three Business Days, then for such other period of time as
the Administrative Agent may elect) for delivery in immediately available and
freely transferable funds would be offered by the Administrative Agent to major
banks in the interbank market upon request of such major banks for the relevant
currency as determined above and in an amount comparable to the unpaid principal
amount of the related Credit Event.

         

        “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
Acquisition” means any acquisition (whether by purchase, merger,
consolidation or otherwise but excluding in any event a Hostile Acquisition) or
series of related acquisitions by the Borrower or any Subsidiary of all or
substantially all the assets of, or all the Equity Interests in, a Person or
division or line of business of a Person if, at the time of and immediately
after giving effect thereto, (a) no Default has occurred and is continuing or
would arise after giving effect thereto, (b) not less than 70% of the
consolidated revenues of the Borrower and its Subsidiaries shall derive from the
businesses that are substantially similar to those which the Borrower and its
Subsidiaries are engaged in on the Effective Date, (c) the Borrower and the
Subsidiaries are in compliance, on a pro forma basis reasonably satisfactory to
the Administrative Agent after giving effect to such acquisition (as
demonstrated in a certificate delivered by the Borrower to the Administrative
Agent) , with the covenants contained in Section 6.08 recomputed as of the last
day of the most recently ended fiscal quarter of the Borrower for which
financial statements are available, as if such acquisition (and any related
incurrence or repayment of Indebtedness, with any new Indebtedness being deemed
to be amortized over the applicable testing period in accordance with its terms)
had occurred on the first day of each relevant period for testing such
compliance, (d) in the case of an acquisition or merger involving the Borrower,
the Borrower is the surviving entity of such merger and/or consolidation and (e)
the Leverage Ratio, calculated on a pro forma basis reasonably satisfactory to
the Administrative Agent after giving effect to such acquisition (as
demonstrated in a certificate delivered by the Borrower to the Administrative
Agent), is less than 2.50 to 1.00.

         


        
          
            15 


          

          
             


            
              

            

          

          
             


          

        


        “Permitted
Encumbrances” means:

         

        (a) Liens
imposed by law for taxes, assessments and other governmental charges in respect
of obligations that are not yet due or are being contested in compliance with
Section 5.04;

         

        (b) carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens
imposed by law, arising in the ordinary course of business and securing
obligations that are not overdue by more than 60 days or are being contested in
compliance with Section 5.04;

         

        (c) pledges
and deposits made in the ordinary course of business in compliance with workers’
compensation, unemployment insurance and pension or 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 or awards 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 (i)
materially interfere with the ordinary conduct of business of the Borrower or
any Subsidiary and (ii) individually or in the aggregate have a Material Adverse
Effect;

         

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

         

        “Permitted Receivables
Financing” means (i) any customary “factoring” program which involves the
transfer or sale without recourse (other than customary limited recourse, if
any) of accounts receivable and related assets and rights and (ii) any other
customary program for financing based solely on the grant of security interests
on accounts receivable (and the proceeds thereof and related agreements and
security customary for accounts receivable financings) of the Borrower and its
Subsidiaries and which involves the transfer or sale without recourse (other
than customary limited recourse) of such accounts receivable to a Permitted
Receivables Vehicle and transfers or sales of interests in such accounts
receivable to the parties providing such financing, so long as, solely in the
case of a program described under the preceding clause (ii): all cash advances
to Permitted Receivables Vehicles pursuant to all such programs from the Persons
providing such financings shall not exceed an amount which is equal to 75% of
the Borrower’s Consolidated EBITDA for the period of four consecutive fiscal
quarters of the Borrower most recently ended, as reported as at the end of each
fiscal quarter.

         

        “Permitted Receivables
Vehicle” means Lexmark Receivables Corporation, a Delaware corporation,
or any other Person established as a “bankruptcy remote” Subsidiary (whether
direct or indirect) of the Borrower for the purpose of acquiring and selling or
transferring or granting security interests in accounts receivable under any
Permitted Receivables Financing.

         

        “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


        
          
             


          

          
            16 


            
              

            

          

          
             


          

        


        in
respect of which the Borrower or any ERISA Affiliate is (or, if such plan were
terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as
defined in Section 3(5) of ERISA.

         

        “Pledge Subsidiary”
means (i) each Domestic Subsidiary and (ii) each First Tier Foreign Subsidiary
which is a Material Worldwide Subsidiary.

         

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

         

        “Proposed New Lender”
is defined in Section 2.20.

         

        “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.

         

        “Repatriation Tax Payment
Amount” means, with respect to any Foreign Subsidiary, the aggregate
amount of taxes paid in cash to the Internal Revenue Service on and after the
Effective Date in respect of the repatriation or distribution to the Borrower,
or any Domestic Subsidiary, of any earnings, profits or any other cash of such
Foreign Subsidiary.

         

        “Required Lenders”
means, at any time, Lenders (that are non-Defaulting Lenders) having Revolving
Credit Exposures and unused Commitments representing more than 50% of the sum of
the total Revolving Credit Exposures and unused Commitments of all
non-Defaulting Lenders at such time.

         

        “Restricted Payment”
means any dividend or other distribution (whether in cash, securities or other
property) with respect to any Equity Interests in the Borrower or any
Subsidiary, or any payment (whether in cash, securities or other property),
including any sinking fund or similar deposit, on account of the purchase,
redemption, retirement, acquisition, cancellation or termination of any such
Equity Interests in the Borrower or any Subsidiary.

         

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

         

        “Revolving Loan” means
a Loan made pursuant to Section 2.01.

         

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

         

        “Secured Obligations”
means all Obligations, together with all Swap Obligations and Banking Services
Obligations owing to one or more Lenders or their respective
Affiliates.

         

                                       
“Security
Agreement” means a pledge and security agreement (including any and all
supplements thereto), in form and substance reasonably satisfactory to the
Administrative Agent, between the Loan Parties and the Administrative Agent, for
the benefit of the Administrative Agent and the other Holders of Secured
Obligations, and any other pledge or security agreement entered into by any
other


        
          
             


          

          
            17 


            
              

            

          

          
             


          

        



        Loan
Party (as required by this Agreement or any other Loan Document), or any other
Person, as the same may be amended, restated or otherwise modified from time to
time.

         

        “Spread Determination
Date” means (1)
with reference to any Eurocurrency Loan, (a) the second Business Day before the
commencement of the Interest Period applicable to such Loan and (b) in the case
of an Interest Period of greater than 3 months, the date which is the end of
each successive 3-month period during such Interest Period, (2) with reference
to any ABR Loan, the Effective Date and the first Business Day of each calendar
quarter thereafter and (3) notwithstanding the foregoing, during such time when
the Credit Default Swap Spread is unavailable, as further described in Section
2.25.

         

        “Statutory Reserve
Rate” means, with respect to any currency, 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, liquid asset, fees
or similar requirements (including any marginal, special, emergency or
supplemental reserves or other requirements) established by any central bank,
monetary authority, the Board, the Financial Services Authority, the European
Central Bank or other Governmental Authority for any category of deposits or
liabilities customarily used to fund loans in such currency, expressed in the
case of each such requirement as a decimal.  Such reserve, liquid
asset, fees or similar requirements shall, in the case of Dollar denominated
Loans, include those imposed pursuant to Regulation D of the
Board.  Eurocurrency Loans shall be deemed to be subject to such
reserve, liquid asset, fee or similar requirements without benefit of or credit
for proration, exemptions or offsets that may be available from time to time to
any Lender under any applicable law, rule or regulation, including
Regulation D of the Board.  The Statutory Reserve Rate shall be
adjusted automatically on and as of the effective date of any change in any
reserve, liquid asset or similar requirement.

         

        “Subordinated Debt”
means unsecured Indebtedness of the Borrower or any of its Subsidiaries that is
expressly subordinated and made junior to the payment and performance in full in
cash of the Obligations, and evidenced as such by a written instrument
containing such subordination provisions.

         

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

         

        “Subsidiary” means any
subsidiary of the Borrower.

         

        “Subsidiary Guarantor”
means each Material Worldwide Subsidiary (other than Affected Foreign
Subsidiaries).  The Subsidiary Guarantors on the Effective Date are
identified as such in Schedule 3.01
hereto.

         

        “Subsidiary Guaranty”
means that certain Guaranty dated as of the Effective Date in the form of Exhibit D (including
any and all supplements thereto) and executed by each Subsidiary Guarantor, as
amended, restated, supplemented or otherwise modified from time to
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


        
          
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        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 Borrower or the Subsidiaries shall be a Swap
Agreement.

         

        “Swap Obligations”
means any and all obligations of the Borrower or any Subsidiary, whether
absolute or contingent and howsoever and whensoever created, arising, evidenced
or acquired (including all renewals, extensions and modifications thereof and
substitutions therefor), under (a) any and all Swap Agreements, and (b) any and
all cancellations, buy backs, reversals, terminations or assignments of any Swap
Agreement transaction.

         

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

         

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

         

        “Swingline Loan” means
a Loan made pursuant to Section 2.05.

         

        “Syndication Agent”
means Bank of America, N.A., in its capacity as syndication agent for the credit
facility evidenced by this Agreement.

         

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

         

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

         

        “Transactions” means
the execution, delivery and performance by the Borrower of this Agreement and by
each Loan Party of the other Loan Documents to which it is a party, the
borrowing of Loans and other credit extensions, the use of the proceeds thereof
and the issuance of Letters of Credit hereunder.

         

        “2008 Indenture” means
that certain Indenture dated as of May 22, 2008, between the Borrower and The
Bank of New York Trust Company, N.A. (or any successor thereto), pursuant to
which the Borrower issued its $350,000,000 in aggregate principal amount of
5.900% Notes due 2013 and its $300,000,000 in aggregate principal amount of
6.650% Notes due 2018, as such Indenture may be amended, supplemented or
otherwise modified from time to time.

         

        “2008 Indenture
Documents” means the 2008 Indenture and the 2008 Indenture Securities
issued thereunder, together with all other documents, instruments or agreements
executed and delivered in connection with the foregoing, in each case as the
same may from time to time be amended, restated, supplemented or otherwise
modified.

         

        “2008 Indenture
Obligations” means all Indebtedness and other obligations incurred by the
Borrower pursuant to the 2008 Indenture and the other 2008 Indenture
Documents.

         


        
          
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        “2008 Indenture
Securities” means the Securities, as defined in the 2008
Indenture.

         

        “2008 Indenture Securities
Holders” means the Holders, as defined in the 2008
Indenture.

         

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

         

        “UCC” means the
Uniform Commercial Code as in effect from time to time in the State of New York
or any other state the laws of which are required to be applied in connection
with the issue of perfection of security interests.

         

        “Unliquidated
Obligations” means, at any time, any Secured Obligations (or portion
thereof) that are contingent in nature or unliquidated at such time, including
any Secured Obligation that is: (i) an obligation to reimburse a bank for
drawings not yet made under a letter of credit issued by it; (ii) any other
obligation (including any guarantee) that is contingent in nature at such time;
or (iii) an obligation to provide collateral to secure any of the foregoing
types of obligations.

         

        “U.S. Assets” means
all property (whether real, personal, tangible, intangible, or mixed) located in
the United States of America or any state or political subdivision
thereof.

         

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

         

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

         

        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
Borrower notifies the Administrative Agent that the Borrower requests an
amendment to any provision hereof to eliminate the effect of any change
occurring


        
          
             


          

          
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        after the
date hereof in GAAP or in the application thereof on the operation of such
provision (or if the Administrative Agent notifies the Borrower that the
Required Lenders request an amendment to any provision hereof for such purpose),
regardless of whether any such notice is given before or after such change in
GAAP or in the application thereof, then such provision shall be interpreted on
the basis of GAAP as in effect and applied immediately before such change shall
have become effective until such notice shall have been withdrawn or such
provision  amended in accordance herewith.

         

         

        ARTICLE
II

         

         

        


         

         

        The
Credits

         

        SECTION
2.01. Commitments.  Subject
to the terms and conditions set forth herein, each Lender agrees to make
Revolving Loans to the Borrower in Agreed Currencies from time to time during
the Availability Period in an aggregate principal amount that will not result in
(a) subject to Sections 2.04 and 2.11.2, the Dollar Amount of such Lender’s
Revolving Credit Exposure exceeding such Lender’s Commitment, (b) subject to
Sections 2.04 and 2.11.2, the sum of the Dollar Amount of the total Revolving
Credit Exposures exceeding the Aggregate Commitment or (c) subject to Sections
2.04 and 2.11.2, the Dollar Amount of the sum of the total Revolving Credit
Exposures denominated in Foreign Currencies exceeding the Foreign Currency
Sublimit.  Within the foregoing limits and subject to the terms and
conditions set forth herein, the Borrower may borrow, prepay and reborrow
Revolving Loans.

         

        SECTION
2.02. Loans and
Borrowings.  (a)    Each
Revolving Loan shall be made as part of a Borrowing consisting of Revolving
Loans made by the Lenders ratably in accordance with their respective
Commitments.  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.  Any
Swingline Loan shall be made in accordance with the procedures set forth in
Section 2.05.

         

        (b) Subject
to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR
Loans or Eurocurrency Loans as the Borrower may request in accordance herewith;
provided that each ABR Loan shall only be made in Dollars.  Each
Swingline Loan shall be an ABR Loan.  Each Lender at its option may
make any Eurocurrency Loan by causing any domestic or foreign branch or
Affiliate of such Lender to make such Loan (and in the case of an Affiliate, the
provisions of Sections 2.14, 2.15, 2.16 and 2.17 shall apply to such Affiliate
to the same extent as they apply to such Lender); provided that any exercise of
such option shall not affect the obligation of the Borrower to repay such Loan
in accordance with the terms of this Agreement.

                                                                                         

                                                                 
 (c) At the commencement of each Interest Period for any Eurocurrency
Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an
integral multiple of $1,000,000 and not less than $1,000,000 (or the Approximate
Equivalent Amount of each such amount if such Borrowing is denominated in a
Foreign Currency).  At the time that each ABR Revolving Borrowing is
made, such Borrowing shall be in an aggregate amount that is an integral
multiple of $1,000,000 and not less than $1,000,000; provided that an ABR
Revolving Borrowing may be in an aggregate amount that is equal to the entire
unused balance of the Aggregate Commitment or that is required to finance the
reimbursement of an LC Disbursement as contemplated by Section
2.06(e).  Each Swingline Loan shall be in an amount that is an
integral multiple of $1,000,000 and not less than
$1,000,000.  Borrowings of more than one Type and Class may be
outstanding at the same

        


        
          
            
               
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         time;
provided that
there shall not at any time be more than a total of twelve (12) Eurocurrency
Revolving Borrowings outstanding.

         

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

         

        SECTION
2.03. Requests for Revolving
Borrowings.  To request a Revolving Borrowing, the Borrower
shall notify the Administrative Agent of such request (a) by telephone in the
case of a Eurocurrency Borrowing, not later than 11:00 a.m., Local Time, three
(3) Business Days (in the case of a Eurocurrency Borrowing denominated in
Dollars) or by irrevocable written notice (via a written Borrowing Request in a
form approved by the Administrative Agent and signed by the Borrower) not later
than four (4) Business Days (in the case of a Eurocurrency Borrowing denominated
in a Foreign Currency), in each case before the date of the proposed Borrowing
or (b) by telephone in the case of an ABR Borrowing, not later than 11:00 a.m.,
New York City time, one (1) Business Day before the date of the proposed
Borrowing; provided that any
such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC
Disbursement as contemplated by Section 2.06(e) may be given not later than
10:00 a.m., New York City time, on the date of the proposed
Borrowing.  Each such telephonic Borrowing Request shall be
irrevocable subject to Section 2.21 and shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written Borrowing Request
in a form approved by the Administrative Agent and signed by the
Borrower.  Each such telephonic and written Borrowing Request shall
specify the following information in compliance with Section 2.02:

         

        (i) the
aggregate amount of the requested Borrowing;

         

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

         

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

         

        (iv) in the
case of a Eurocurrency Borrowing, the Agreed Currency and 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
2.07.

         

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

         

        SECTION
2.04. Determination of Dollar
Amounts.  The Administrative Agent will determine the Dollar
Amount of:

         

        (a) each
Eurocurrency Borrowing as of the date two Business Days prior to the date of
such Borrowing or, if applicable, the date of conversion/continuation of any
Borrowing as a Eurocurrency Borrowing,

         

        


        
          
            
               
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        (b) the LC
Exposure as of the date of each request for the issuance, amendment, renewal or
extension of any Letter of Credit, and

         

        (c) all
outstanding Credit Events on and as of the last Business Day of each calendar
quarter and, during the continuation of an Event of Default, on any other
Business Day elected by the Administrative Agent in its discretion or upon
instruction by the Required Lenders.

         

        Each day
upon or as of which the Administrative Agent determines Dollar Amounts as
described in the preceding clauses (a), (b) and (c) is herein described as a
“Computation Date” with respect to each Credit Event for which a Dollar Amount
is determined on or as of such day.

         

        SECTION
2.05. Swingline
Loans.  (a)    Subject
to the terms and conditions set forth herein, the Swingline Lender agrees to
make Swingline Loans in Dollars to the Borrower from time to time during the
Availability Period, in an aggregate principal amount at any time outstanding
that will not result in (i) the aggregate principal amount of outstanding
Swingline Loans exceeding $50,000,000 or (ii) the Dollar Amount of the total
Revolving Credit Exposures exceeding the Aggregate Commitment; provided that the
Swingline Lender shall not be required to make a Swingline Loan to refinance an
outstanding Swingline Loan.  Within the foregoing limits and subject
to the terms and conditions set forth herein, the Borrower may borrow, prepay
and reborrow Swingline Loans.

         

        (b) To
request a Swingline Loan, the Borrower shall notify the Administrative Agent of
such request by telephone (confirmed by telecopy), not later than 2:00 p.m., New
York City time, on the day of a proposed Swingline Loan.  Each such
notice shall be irrevocable and shall specify the requested date (which shall be
a Business Day) and amount of the requested Swingline Loan.  The
Administrative Agent will promptly advise the Swingline Lender of any such
notice received from the Borrower.  The Swingline Lender shall make
each Swingline Loan available to the Borrower by means of a credit to the
general deposit account of the Borrower with the Swingline Lender (or, in the
case of a Swingline Loan made to finance the reimbursement of an LC Disbursement
as provided in Section 2.06(e), by remittance to the Issuing Bank) by 4:00 p.m.,
New York City time, on the requested date of such Swingline Loan.

         

                                                                   
(c) The Swingline Lender may by written notice given to the Administrative Agent
not later than 10:00 a.m., New York City time, on any Business Day require the
Lenders to acquire participations on such Business Day in all or a portion of
the Swingline Loans outstanding.  Such notice shall specify the
aggregate amount of Swingline Loans in which the Lenders will
participate.  Promptly upon receipt of such notice, the Administrative
Agent will give notice thereof to each  Lender, specifying in such
notice such Lender’s Applicable Percentage of such Swingline Loan or
Loans.  Each Lender hereby absolutely and unconditionally agrees, upon
receipt of notice as provided above, to pay to the Administrative Agent, for the
account of the Swingline Lender, such Lender’s Applicable Percentage of such
Swingline Loan or Loans.  Each Lender acknowledges and agrees that its
obligation to acquire participations in Swingline Loans pursuant to this
paragraph is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including the occurrence and continuance of a Default
or reduction or termination of the Commitments, and that each such payment shall
be made without any offset, abatement, withholding or reduction
whatsoever.  Each Lender shall comply with its obligation under this
paragraph by wire transfer of immediately available funds, in the same manner as
provided in Section 2.07 with respect to Loans made by such Lender (and Section
2.07 shall apply, mutatis mutandis, to the
payment obligations of the Lenders), and

        


        
          
            
               


            

            
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         the
Administrative Agent shall promptly pay to the Swingline Lender the amounts so
received by it from the Lenders.  The Administrative Agent shall
notify the Borrower of any participations in any Swingline Loan acquired
pursuant to this paragraph, and thereafter payments in respect of such Swingline
Loan shall be made to the Administrative Agent and not to the Swingline
Lender.  Any amounts received by the Swingline Lender from the
Borrower (or other party on behalf of the Borrower) in respect of a Swingline
Loan after receipt by the Swingline Lender of the proceeds of a sale of
participations therein shall be promptly remitted to the Administrative Agent;
any such amounts received by the Administrative Agent shall be promptly remitted
by the Administrative Agent to the Lenders that shall have made their payments
pursuant to this paragraph and to the Swingline Lender, as their interests may
appear; provided that any such payment so remitted shall be repaid to the
Swingline Lender or to the Administrative Agent, as applicable, if and to the
extent such payment is required to be refunded to the Borrower for any
reason.  The purchase of participations in a Swingline Loan pursuant
to this paragraph shall not relieve the Borrower of any default in the payment
thereof.

         

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

         

        (b) Notice of Issuance,
Amendment, Renewal, Extension; Certain Conditions.  To request
the issuance of a Letter of Credit (or the amendment, renewal or extension of an
outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or
transmit by electronic communication, if arrangements for doing so have been
approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent
(reasonably in advance of the requested date of issuance, amendment, renewal or
extension) a notice requesting the issuance of a Letter of Credit, or
identifying the Letter of Credit to be amended, renewed or extended, and
specifying the date of issuance, amendment, renewal or extension (which shall be
a Business Day), the date on which such Letter of Credit is to expire (which
shall comply with paragraph (c) of this Section), the amount of such Letter of
Credit, the Agreed Currency applicable thereto, the name and address of the
beneficiary thereof and such other information as shall be necessary to prepare,
amend, renew or extend such Letter of Credit.  If requested by the
Issuing Bank, the Borrower also shall submit a letter of credit application on
the Issuing Bank’s standard form in connection with any request for a Letter of
Credit.  A Letter of Credit shall be issued, amended, renewed or
extended only if (and upon issuance, amendment, renewal or extension of each
Letter of Credit the Borrower shall be deemed to represent and warrant that),
after giving effect to such issuance, amendment, renewal or extension (i)
subject to Sections 2.04 and 2.11.2, the Dollar Amount of the LC Exposure shall
not exceed $35,000,000, (ii) subject to Sections 2.04 and 2.11.2, the sum of the
Dollar Amount of the total Revolving Credit Exposures shall not exceed the
Aggregate Commitment and (iii) subject to Sections 2.04 and 2.11.2, the Dollar
Amount of the total Revolving Credit Exposures denominated in Foreign Currencies
shall not exceed the Foreign Currency Sublimit.

         

        (c) Expiration
Date.  Each Letter of Credit shall expire at or prior to the
close of business on the earlier of (i) the date one year after the date of the
issuance of such Letter of Credit (or, in the case of any renewal or extension
thereof, one year after such renewal or extension) and (ii) the date that is
five Business Days prior to the Maturity Date.

         

        


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

         

                                        (e) Reimbursement.  If
the Issuing Bank shall make any LC Disbursement in respect of a Letter of
Credit, the Borrower shall reimburse such LC Disbursement by paying to the
Administrative Agent in Dollars the Dollar Amount equal to such LC Disbursement,
calculated as of the date the Issuing Bank made such LC Disbursement (or if the
Issuing Bank shall so elect in its sole discretion by notice to the Borrower, in
such other Agreed Currency which was paid by the Issuing Bank pursuant to such
LC Disbursement in an amount equal to such LC Disbursement) not later than 2:00
p.m., Local Time, on the date that such LC Disbursement is made, if the Borrower
shall have received notice of such LC Disbursement prior to 10:00 a.m., Local
Time, on such date, or, if such notice has not been received by the Borrower
prior to such time on such date, then not later than 2:00 p.m., Local Time, on
(i) the Business Day that the Borrower receives such notice, if such notice is
received prior to 10:00 a.m., Local Time, on the day of receipt, or (ii) the
Business Day immediately following the day that the Borrower receives such
notice, if such notice is not received prior to such time on the day of receipt;
provided that,
subject to the conditions to borrowing set forth herein, such payment shall,
automatically and without any notice, be financed with an ABR Revolving
Borrowing (or, if so requested by the Borrower, a Swingline Loan) in an
equivalent Dollar Amount of such LC Disbursement and the Borrower’s obligation
to make such payment shall be discharged and replaced by the resulting ABR
Revolving Borrowing or Swingline Loan.  If the Borrower fails to make
such payment when due and, for any reason, the applicable Lender(s) are unable
to make or have no obligation to make the ABR Revolving Loan or Swingline Loan
(as applicable) contemplated in the previous sentence, the Administrative Agent
shall notify each Lender of the applicable LC Disbursement, the payment then due
from the Borrower in respect thereof and such Lender’s Applicable Percentage
thereof.  Promptly following receipt of such notice, each Lender shall
pay to the Administrative Agent its Applicable Percentage of the payment then
due from the Borrower, in the same manner as provided in Section 2.07 with
respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the
payment obligations of the Lenders), and the Administrative Agent shall promptly
pay to the Issuing Bank the amounts so received by it from the
Lenders.  Promptly following receipt by the Administrative Agent of
any payment from the Borrower pursuant to this paragraph, the Administrative
Agent shall distribute such payment to the Issuing Bank or, to the extent that
Lenders have made payments pursuant to this paragraph to reimburse the Issuing
Bank, then to such Lenders and the Issuing Bank as their interests may
appear.  Any payment made by a Lender pursuant to this paragraph to
reimburse the Issuing Bank for any LC Disbursement (other than the funding of
ABR Revolving Loans or a Swingline Loan as contemplated above) shall not
constitute a Loan and shall not relieve the Borrower of its obligation to
reimburse such LC Disbursement.  If the Borrower’s reimbursement of,
or obligation to reimburse, any amounts in any Foreign Currency would subject
the Administrative Agent, the Issuing Bank or any Lender to any stamp duty, ad
valorem charge or similar tax that would not be payable if such reimbursement
were made or required to be made in Dollars, the

        


        
          
            
               
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         Borrower
shall, at its option, either (x) pay the amount of any such tax requested
by the Administrative Agent, the Issuing Bank or the relevant Lender or (y)
reimburse each LC Disbursement made in such Foreign Currency in Dollars, in an
amount equal to the Equivalent Amount, calculated using the applicable exchange
rates, on the date such LC Disbursement is made, of such LC
Disbursement.

         

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

         

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

         

                                       
(h) Interim
Interest.  If the Issuing Bank shall make any LC
Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in
full on the date such LC Disbursement is made, the unpaid amount thereof shall
bear interest, for each day from and including the date such LC Disbursement is
made to but excluding the date that the Borrower reimburses such LC
Disbursement, at the rate per annum then applicable to ABR Revolving Loans (or
in the case such LC Disbursement is

        


        
          
            
               


            

            
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        denominated
in a Foreign Currency, at the Overnight Foreign Currency Rate for such Agreed
Currency plus
the then effective Applicable LIBOR Rate); provided that, if the
Issuing Bank provides timely notice to the Borrower of such reimbursement
obligation as specified by paragraph (e) of this Section and the Borrower fails
to reimburse such LC Disbursement when due pursuant to such paragraph (e), then
Section 2.13(d) shall apply.  Interest accrued pursuant to this
paragraph shall be for the account of the Issuing Bank, except that interest
accrued on and after the date of payment by any Lender pursuant to paragraph (e)
of this Section to reimburse the Issuing Bank shall be for the account of such
Lender to the extent of such payment.

         

        (i) Replacement of the Issuing
Bank.  The Issuing Bank may be replaced at any time by written
agreement among the Borrower, the Administrative Agent, the replaced Issuing
Bank and the successor Issuing Bank.  The Administrative Agent shall
notify the Lenders of any such replacement of the Issuing Bank.  At
the time any such replacement shall become effective, the Borrower shall pay all
unpaid fees accrued for the account of the replaced Issuing Bank pursuant to
Section 2.12(b).  From and after the effective date of any such
replacement, (i) the successor Issuing Bank shall have all the rights and
obligations of the Issuing Bank under this Agreement with respect to Letters of
Credit to be issued thereafter and (ii) references herein to the term “Issuing
Bank” shall be deemed to refer to such successor or to any previous Issuing
Bank, or to such successor and all previous Issuing Banks, as the context shall
require.  After the replacement of an Issuing Bank hereunder, the
replaced Issuing Bank shall remain a party hereto and shall continue to have all
the rights and obligations of an Issuing Bank under this Agreement with respect
to Letters of Credit issued by it prior to such replacement, but shall not be
required to issue additional Letters of Credit.

         

                                     
 (j) Cash
Collateralization.  If any Event of Default shall occur
and be continuing, on the Business Day that the Borrower receives notice from
the Administrative Agent or the Required Lenders (or, if the maturity of the
Loans has been accelerated, Lenders (that are non-Defaulting Lenders) with LC
Exposure representing greater than 50% of the total LC Exposure) demanding the
deposit of cash collateral pursuant to this paragraph, the Borrower shall
deposit in an account with the Administrative Agent, in the name of the
Administrative Agent and for the benefit of the Lenders, an amount in cash equal
to the Dollar Amount of the LC Exposure as of such date plus any accrued and
unpaid interest thereon; provided that (i) the
portions of such amount attributable to undrawn Foreign Currency Letters of
Credit or LC Disbursements in a Foreign Currency that the Borrower is not late
in reimbursing shall be deposited in the applicable Foreign Currencies in the
actual amounts of such undrawn Letters of Credit and LC Disbursements and (ii)
the obligation to deposit such cash collateral shall become effective
immediately, and such deposit shall become immediately due and payable, without
demand or other notice of any kind, upon the occurrence of any Event of Default
with respect to the Borrower described in clause (h) or (i) of Article
VII.  For the purposes of this paragraph, the Foreign Currency LC
Exposure shall be calculated using the applicable exchange rates of the
Administrative Agent on the date notice demanding cash collateralization is
delivered to the Borrower.  The Borrower also shall deposit cash
collateral pursuant to this paragraph as and to the extent required by Section
2.11.2.  Such deposit shall be held by the Administrative Agent as
collateral for the payment and performance of the Obligations.  The
Administrative Agent shall have exclusive dominion and control, including the
exclusive right of withdrawal, over such account.  Other than any
interest earned on the investment of such deposits, which investments shall be
made at the option and sole discretion of the Administrative Agent and at the
Borrower’s risk and expense, such deposits shall not bear
interest.  Interest or profits, if any, on such investments shall
accumulate in such account.  Moneys in such account shall be applied
by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements
for which it has not been reimbursed and, to the extent not so applied, shall be
held for the satisfaction of the reimbursement obligations of the Borrower for
the LC Exposure at such time or, if the maturity of the Loans has been
accelerated (but subject to the consent of Lenders with LC
Exposure  representing greater than 50% of the total LC Exposure), be
applied to satisfy other Obligations.  If the Borrower is required to
provide an

        


        
          
            
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        amount of
cash collateral hereunder as a result of the occurrence of an Event of Default,
such amount (to the extent not applied as aforesaid) shall be returned to the
Borrower within three Business Days after all Events of Default have been cured
or waived.

         

        (k) Conversion.  In
the event that the Loans become immediately due and payable on any date pursuant
to Article VII, all amounts (i) that the Borrower is at the time or thereafter
becomes required to reimburse or otherwise pay to the Administrative Agent in
respect of LC Disbursements made under any Foreign Currency Letter of Credit
(other than amounts in respect of which the Borrower has deposited cash
collateral pursuant to paragraph (j) above, if such cash collateral was
deposited in the applicable Foreign Currency to the extent so deposited or
applied), (ii) that the Lenders are at the time or thereafter become required to
pay to the Administrative Agent and the Administrative Agent is at the time or
thereafter becomes required to distribute to the Issuing Bank pursuant to
paragraph (e) of this Section in respect of unreimbursed LC Disbursements made
under any Foreign Currency Letter of Credit and (iii) of each Lender’s
participation in any Foreign Currency Letter of Credit under which an LC
Disbursement has been made shall, automatically and with no further action
required, be converted into the Dollar Amount, calculated using the
Administrative Agent’s currency exchange rates on such date (or in the case of
any LC Disbursement made after such date, on the date such LC Disbursement is
made), of such amounts.  On and after such conversion, all amounts
accruing and owed to the Administrative Agent, the Issuing Bank or any Lender in
respect of the obligations described in this paragraph shall accrue and be
payable in Dollars at the rates otherwise applicable hereunder.

         

        SECTION
2.07. 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 (i) in the case of Loans
denominated in Dollars, by 12:00 noon, New York City time, to the account of the
Administrative Agent most recently designated by it for such purpose by notice
to the Lenders and (ii) in the case of each Loan denominated in a Foreign
Currency, by 12:00 noon, Local Time, in the city of the Administrative Agent’s
Eurocurrency Payment Office for such currency and at such Eurocurrency Payment
Office for such currency; provided that
Swingline Loans shall be made as provided in Section 2.05.  The
Administrative Agent will make such Loans available to the Borrower by promptly
crediting the amounts so received, in like funds, to (x) an account of the
Borrower maintained with the Administrative Agent in New York City or Chicago
and designated by the Borrower in the applicable Borrowing Request, in the case
of Loans denominated in Dollars and (y) an account of the Borrower in the
relevant jurisdiction and designated by the Borrower in the applicable Borrowing
Request, in the case of Loans denominated in a Foreign Currency; provided that ABR
Revolving Loans made to finance the reimbursement of an LC Disbursement as
provided in Section 2.06(e) shall be remitted by the Administrative Agent to the
Issuing Bank.

         

                                       (b)
Unless the Administrative Agent shall have received notice from a Lender prior
to the proposed date of any Borrowing that such Lender will not make available
to the Administrative Agent such Lender’s share of such Borrowing, the
Administrative Agent may assume that such Lender has made such share available
on such date in accordance with paragraph (a) of this Section and may, in
reliance upon such assumption, make available to the 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 interest rate applicable to the equivalent Borrowing.  If such
Lender pays such amount to the Administrative Agent, then such amount shall
constitute such Lender’s Loan included in such Borrowing.  If any
interest is paid by the Borrower pursuant to this

        


        
          
            
               


            

            
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         Section
2.07 with respect to any amount funded by the Administrative Agent pursuant to
this Section 2.07, the Borrower shall not be required to pay interest on such
amount pursuant to this Agreement to the relevant non-funding Lender in respect
of such period.

         

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

         

        (b) To make
an election pursuant to this Section, the Borrower shall notify the
Administrative Agent of such election (by telephone in the case of a Borrowing
denominated in Dollars or by irrevocable written notice (via an Interest
Election Request in a form approved by the Administrative Agent and signed by
the Borrower) in the case of a Borrowing denominated in a Foreign Currency) by
the time that a Borrowing Request would be required under Section 2.03 if the
Borrower were requesting a Revolving Borrowing of the Type resulting from such
election to be made on the effective date of such election.  Each such
telephonic Interest Election Request shall be irrevocable and shall be confirmed
promptly by hand delivery or telecopy to the Administrative Agent of a written
Interest Election Request in a form approved by the Administrative Agent and
signed by the Borrower.  Notwithstanding any contrary provision
herein, this Section shall not be construed to permit the Borrower to (i) change
the currency of any Borrowing or (ii) elect an Interest Period for Eurocurrency
Loans that does not comply with Section 2.02(d).

         

        (c) Each
telephonic and written 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 clauses (iii) and (iv) below shall be
specified for each resulting Borrowing);

         

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

         

        (iii) whether
the resulting Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;
and

         

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

         

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

         

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

         

        


        
          
            
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        (e) If the
Borrower fails to deliver a timely Interest Election Request with respect to a
Eurocurrency Revolving Borrowing prior to the end of the Interest Period
applicable thereto, then, unless such Borrowing is repaid as provided herein, at
the end of such Interest Period (i) in the case of a Borrowing denominated in
Dollars, such Borrowing shall be converted to an ABR Borrowing and (ii) in the
case of a Borrowing denominated in a Foreign Currency, such Borrowing shall
automatically continue as a Eurocurrency Borrowing in the same Agreed Currency
with an Interest Period of one month unless (x) such Eurocurrency Borrowing is
or was repaid in accordance with Section 2.11 or (y) the Borrower shall have
given the Administrative Agent an Interest Election Request requesting that, at
the end of such Interest Period, such Eurocurrency Borrowing continue as a
Eurocurrency Borrowing for the same or another Interest
Period.  Notwithstanding any contrary provision hereof, if an Event of
Default has occurred and is continuing and the Administrative Agent, at the
request of the Required Lenders, so notifies the Borrower, then, so long as an
Event of Default is continuing (i) no outstanding Revolving Borrowing may be
converted to or continued as a Eurocurrency Borrowing and (ii) unless repaid,
each Eurocurrency Revolving Borrowing denominated in Dollars shall be converted
to an ABR Borrowing (and any such Eurocurrency Revolving Borrowing denominated
in a Foreign Currency shall be redenominated in Dollars at the time of such
conversion) at the end of the Interest Period applicable thereto.

         

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

         

        (b) The
Borrower may at any time terminate, or from time to time reduce, the
Commitments; provided that (i)
each reduction of the Commitments shall be in an amount that is an integral
multiple of $1,000,000 and not less than $1,000,000 and (ii) the Borrower shall
not terminate or reduce the Commitments if, after giving effect to any
concurrent prepayment of the Loans in accordance with Section 2.11, the Dollar
Amount of the sum of the Revolving Credit Exposures would exceed the Aggregate
Commitment.

         

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

         

        SECTION
2.10. Repayment of Loans; Evidence
of Debt.  (a)   The Borrower
hereby unconditionally promises to pay (i) to the Administrative Agent for the
account of each Lender the then unpaid principal amount of each Revolving Loan
on the Maturity Date and (ii) to the Swingline Lender the then unpaid principal
amount of each Swingline Loan on the earlier of the Maturity Date and the first
date after such Swingline Loan is made that is the 15th or last day of a
calendar month and is at least two Business Days after such Swingline Loan is
made; provided
that on each date that a Revolving Borrowing is made, the Borrower shall repay
all Swingline Loans then outstanding.

         

                                      
(b) Each Lender shall maintain in accordance with its usual practice an account
or accounts evidencing the indebtedness of the Borrower to such Lender resulting
from each Loan made by

        


        
          
            
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         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, Agreed Currency and Type thereof
and the Interest Period applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from the 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 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 and permitted
assigns) and in a form approved by the Administrative
Agent.  Thereafter, the Loans evidenced by such promissory note and
interest thereon shall at all times (including after assignment pursuant to
Section 9.04) 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
2.11. Prepayment of
Loans.

         

        SECTION
2.11.1.  Voluntary
Prepayments.

        


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

         

        (b) The
Borrower shall notify the Administrative Agent (and, in the case of prepayment
of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy)
of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency
Revolving Borrowing, not later than 11:00 a.m., Local Time, three (3) Business
Days (in the case of a Eurocurrency Borrowing denominated in Dollars) or four
(4) Business Days (in the case of a Eurocurrency Borrowing denominated in a
Foreign Currency), in each case before the date of prepayment, (ii) in the case
of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York
City time, one Business Day before the date of prepayment or (iii) in the case
of prepayment of a Swingline Loan, not later than 12:00 noon, New York City
time, on the date of prepayment.  Each such notice shall be
irrevocable and shall specify the prepayment date and the principal amount of
each Borrowing or portion thereof to be prepaid; provided that, if a
notice of prepayment is given in connection with a conditional notice of
termination of the Commitments as contemplated by Section 2.09, then such notice
of prepayment may be revoked if such notice of termination is revoked in
accordance with Section 2.09.  Promptly following receipt of any such
notice relating to a Revolving Borrowing, the Administrative Agent shall advise
the Lenders of the contents thereof.  Each partial prepayment of any
Revolving Borrowing shall be in an amount that would be permitted in the case of
an advance of a Revolving Borrowing of the same Type as provided in Section
2.02.  Each prepayment of a Revolving Borrowing shall be applied
ratably to the Loans included in the prepaid Borrowing.  Prepayments
shall be accompanied by (i) accrued interest to the extent required by Section
2.13 and (ii) if applicable, break funding payments pursuant to Section
2.16.

         

        


        
          
            
               


            

            
               
31

              
                

              

            

            
               


            

          

        

        



        SECTION
2.11.2.  Mandatory
Prepayments.

        


        If at any time, (i) other than as a
result of fluctuations in currency exchange rates, the sum of the aggregate
principal Dollar Amount of all of the Revolving Credit Exposures (calculated,
with respect to those Credit Events denominated in Foreign Currencies, as of the
most recent Computation Date with respect to each such Credit Event) exceeds the
Aggregate Commitment and (ii) solely as a result of fluctuations in currency
exchange rates, the sum of the aggregate principal Dollar Amount of all of the
Revolving Credit Exposures denominated in Foreign Currencies (as so calculated)
exceeds 5% of the Foreign Currency Sublimit, the Borrower shall immediately
repay Borrowings and, if no Borrowings are then outstanding, cash collateralize
LC Disbursements in an account with the Administrative Agent pursuant to Section
2.06(j), in an aggregate principal amount sufficient to eliminate any such
excess.

        


         

        SECTION
2.12. Fees.  (a)    The
Borrower agrees to pay to the Administrative Agent for the account of each
Lender a commitment fee, which shall accrue at the Commitment Fee Rate on the
daily Dollar Amount of the Available Revolving Commitment of such
Lender  during the period from and including the Effective Date to but
excluding the date on which such Commitment terminates.  Accrued
commitment fees shall be payable in arrears on the last day of March, June,
September and December of each year and on the date on which the Commitments
terminate, commencing on the first such date to occur after the date
hereof.  All commitment fees shall be computed on the basis of a year
of 360 days and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day).

         

        (b) The
Borrower agrees to pay (i) to the Administrative Agent for the account of each
Lender a participation fee with respect to its participations in Letters of
Credit, which shall accrue at the same Applicable LIBOR Rate used to determine
the interest rate applicable to Eurocurrency Revolving Loans on the average
daily Dollar Amount of such Lender’s LC Exposure (excluding any portion thereof
attributable to unreimbursed LC Disbursements) during the period from and
including the Effective Date to but excluding the later of the date on which
such Lender’s Commitment terminates and the date on which such Lender ceases to
have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall
accrue at the rate of 0.125% per annum on the average daily Dollar Amount of the
LC Exposure (excluding any portion thereof attributable to unreimbursed LC
Disbursements) during the period from and including the Effective Date to but
excluding the later of the date of termination of the Commitments and the date
on which there ceases to be any LC Exposure, as well as the Issuing Bank’s
reasonable and customary fees with respect to the issuance, amendment, renewal
or extension of any Letter of Credit or processing of drawings
thereunder.  Participation fees and fronting fees accrued through and
including the last day of March, June, September and December of each year shall
be payable on the third Business Day following such last day, commencing on the
first such date to occur after the Effective Date; provided that all
such fees shall be payable on the date on which the Commitments terminate and
any such fees accruing after the date on which the Commitments terminate shall
be payable on demand.  Any other fees payable to the Issuing Bank
pursuant to this paragraph shall be payable within 10 days after
demand.  All participation fees and fronting fees shall be computed on
the basis of a year of 360 days and shall be payable for the actual number of
days elapsed (including the first day but excluding the last day).

         

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

         

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

         

        


        
          
            
               


            

            
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        SECTION
2.13. Interest.  (a)    The
Loans comprising each ABR Borrowing shall bear interest at the Alternate Base
Rate plus the Applicable ABR Rate.  Each Swingline Loan shall bear
interest at the rate offered by the Swingline Lender and accepted by the
Borrower.

         

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

         

        (c) 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 any Loan, 2% plus the rate otherwise applicable
to such Loan as provided in the preceding paragraphs of this Section or (ii) in
the case of any other amount, 2% plus the rate applicable to ABR Loans as
provided in paragraph (a) of this Section.

         

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

         

        (e) All
interest hereunder shall be computed on the basis of a year of 360 days, except
that interest (i) computed by reference to the Alternate Base Rate at times when
the Alternate Base Rate is based on the Prime Rate shall be computed on the
basis of a year of 365 days (or 366 days in a leap year), (ii) for Swingline
Loans shall be computed on the basis of a year of 365 days (or 366 days in a
leap year) and (iii) for Borrowings denominated in British Pounds 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 applicable Alternate Base Rate, Adjusted
LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.

         

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

                                     


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

         

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

         

        then the
Administrative Agent shall give notice thereof to the Borrower and the Lenders
by telephone or telecopy as promptly as practicable thereafter and, until the
Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Revolving Borrowing to, or
continuation of any Revolving Borrowing as, a Eurocurrency Borrowing shall be
ineffective and any such Eurocurrency Borrowing shall be repaid on the last day
of the then current Interest Period applicable thereto, and (ii) if any
Borrowing

        


        
          
            
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        Request
requests a Eurocurrency Revolving Borrowing in Dollars, such Borrowing shall be
made as an ABR Borrowing (and if any Borrowing Request requests a Eurocurrency
Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request
shall be ineffective); provided that if the
circumstances giving rise to such notice affect only one Type of Borrowings,
then the other Type of Borrowings shall be permitted.

         

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

         

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

         

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

         

        and the
result of any of the foregoing shall be to increase the cost to such Lender of
making or maintaining any Eurocurrency Loan or of maintaining its obligation to
make any such Loan (including, without limitation, pursuant to any conversion of
any Borrowing denominated in an Agreed Currency into a Borrowing denominated in
any other Agreed Currency) or to increase the cost to such Lender or the Issuing
Bank of participating in, issuing or maintaining any Letter of Credit
(including, without limitation, pursuant to any conversion of any Borrowing
denominated in an Agreed Currency into a Borrowing denominated in any other
Agreed Currency) or to reduce the amount of any sum received or receivable by
such Lender or the Issuing Bank hereunder, whether of principal, interest or
otherwise (including, without limitation, pursuant to any conversion of any
Borrowing denominated in an Agreed Currency into a Borrowing denominated in any
other Agreed Currency), then the Borrower will pay to such Lender or the Issuing
Bank, as the case may be, such additional amount or amounts as will compensate
such Lender or the Issuing Bank, as the case may be, for such additional costs
incurred or reduction suffered; provided, however
that at such time such Lender or Issuing Bank shall be generally assessing such
amounts on a non-discriminatory basis against borrowers under agreements having
provisions similar to this Section 2.15.

         

        (b) If any
Lender or the Issuing Bank determines that any Change in Law regarding capital
requirements has or would have the effect of reducing the rate of return on such
Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the
Issuing Bank’s holding company, if any, as a consequence of this Agreement or
the Loans made by, or participations in Letters of Credit held by, such Lender,
or the Letters of Credit issued by the Issuing Bank, to a level below that which
such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding
company could have achieved but for such Change in Law (taking into
consideration such Lender’s or the Issuing Bank’s policies and the policies of
such Lender’s or the Issuing Bank’s holding company with respect to capital
adequacy), then from time to time the Borrower will pay to such Lender or the
Issuing Bank, as the case may be, such additional amount or amounts as will
compensate such Lender or the Issuing Bank or such Lender’s or the Issuing
Bank’s holding company for any such reduction suffered; provided, however
that at such time such Lender or Issuing Bank shall be generally assessing such
amounts on a non-discriminatory basis against borrowers under agreements having
provisions similar to this Section 2.15.

         

                                      
(c) A certificate of a Lender or the Issuing Bank setting forth the amount or
amounts necessary to compensate such Lender or the Issuing Bank or its holding
company, as the case may be, as specified in paragraph (a) or (b) of this
Section shall be delivered to the Borrower and shall be conclusive

        


        
          
            
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         absent
manifest error.  The Borrower shall pay such Lender or the Issuing
Bank, as the case may be, the amount shown as due on any such certificate within
10 days after receipt thereof.

         

        (d) Failure
or delay on the part of any Lender or the Issuing Bank to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender’s or the
Issuing Bank’s right to demand such compensation; provided that the
Borrower shall not be required to compensate a Lender or the Issuing Bank
pursuant to this Section for any increased costs or reductions incurred more
than 60 days prior to the date that such Lender or the Issuing Bank, as the case
may be, notifies the Borrower of the Change in Law giving rise to such increased
costs or reductions and of such Lender’s or the Issuing Bank’s intention to
claim compensation therefor; provided further that, if the
Change in Law giving rise to such increased costs or reductions is retroactive,
then the 60-day period referred to above shall be extended to include the period
of retroactive effect thereof.

         

        SECTION
2.16. Break Funding
Payments.  In the event of (a) the payment of any principal of
any Eurocurrency Loan other than on the last day of an Interest Period
applicable thereto (including as a result of an Event of Default or as a result
of any prepayment pursuant to Section 2.11), (b) the conversion of any
Eurocurrency Loan other than on the last day of the Interest Period applicable
thereto, (c) the failure to borrow, convert, continue or prepay any Eurocurrency
Loan on the date specified in any notice delivered pursuant hereto (regardless
of whether such notice may be revoked under Section 2.11.1(b) and is revoked in
accordance therewith) or (d) the assignment of any Eurocurrency Loan other than
on the last day of the Interest Period applicable thereto as a result of a
request by the Borrower pursuant to Section 2.19, then, in any such event, the
Borrower shall compensate each Lender for the loss and any reasonable cost and
expense attributable to such event.  Such loss, cost or expense to any
Lender shall be deemed to include an amount determined by such Lender to be the
excess, if any, of (i) the amount of interest which would have accrued on the
principal amount of such Loan had such event not occurred, at the Adjusted LIBO
Rate that would have been applicable to such Loan, for the period from the date
of such event to the last day of the then current Interest Period therefor (or,
in the case of a failure to borrow, convert or continue, for the period that
would have been the Interest Period for such Loan), over (ii) the amount of
interest which would accrue on such principal amount for such period at the
interest rate which such Lender would bid were it to bid, at the commencement of
such period, for deposits in the relevant currency of a comparable amount and
period from other banks in the eurocurrency market.  A certificate of
any Lender setting forth any amount or amounts that such Lender is entitled to
receive pursuant to this Section shall be delivered to the 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
2.17. 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, each
Lender or Issuing Bank (as the case may be) receives an amount equal to the sum
it would have received had no such deductions been made, (ii) the Borrower shall
make such deductions and (iii) the Borrower shall pay the full amount deducted
to the relevant Governmental Authority in accordance with applicable
law.

         

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

         

                                        
(c) The Borrower shall indemnify the Administrative Agent, each Lender and the
Issuing Bank, within 30 days after written demand therefor, for the full amount
of any Indemnified Taxes or

        


        
          
            
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        Other
Taxes paid by the Administrative Agent, such Lender or the Issuing Bank, as the
case may be, on or with respect to any payment by or on account of any
obligation 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 the Issuing Bank, or by the
Administrative Agent on its own behalf or on behalf of a Lender or the Issuing
Bank, shall be conclusive absent manifest error.

         

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

         

        (e) Any
Foreign Lender that is entitled to an exemption from or reduction of withholding
tax under the law of the jurisdiction in which the Borrower is located, or any
treaty to which such jurisdiction is a party, with respect to payments under
this Agreement shall 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 good faith, 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 2.17, 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 2.17 with respect to the Taxes or Other Taxes
giving rise to such refund), net of all reasonable 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.

         

        SECTION
2.18. Payments Generally;
Allocation of Proceeds; 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, fees or reimbursement of LC Disbursements, or
of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to (i)
in the case of payments denominated in Dollars, 2:00 p.m., Local Time and (ii)
in the case of payments denominated in a Foreign Currency, 2:00 p.m., Local
Time, in the city of the Administrative Agent’s Eurocurrency Payment Office for
such currency, in each case on the date when due, in immediately available
funds, without set-off or counterclaim.  All such payments shall be
made (i) in the same currency in which the applicable Credit Event was made (or
where such currency has been converted to euro, in euro) and (ii) to the
Administrative Agent at its offices at 10 South Dearborn Street, 7th Floor,
Chicago, Illinois 60603 or, in the case of a Credit Event denominated in a
Foreign Currency, the Administrative Agent’s Eurocurrency Payment Office for
such currency, except payments to be made directly to the Issuing Bank or
Swingline Lender as expressly provided herein and

        


        
          
            
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        except
that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made
directly to the Persons entitled thereto.  The Administrative Agent
shall distribute any such payments denominated in the same currency 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.  Notwithstanding the foregoing provisions of this Section,
if, after the making of any Credit Event in any Foreign Currency, currency
control or exchange regulations are imposed in the country which issues such
currency with the result that the type of currency in which the Credit Event was
made (the “Original
Currency”) no longer exists or the Borrower is not able to make payment
to the Administrative Agent for the account of the Lenders in such Original
Currency, then all payments to be made by the Borrower hereunder in such
currency shall instead be made when due in Dollars in an amount equal to the
Dollar Amount (as of the date of repayment) of such payment due, it being the
intention of the parties hereto that the Borrower takes all risks of the
imposition of any such currency control or exchange regulations.

         

        (b) If at any
time (i) insufficient funds are received by and available to the Administrative
Agent to pay fully all amounts of principal, unreimbursed LC Disbursements,
interest and fees then due hereunder or (ii) any proceeds of Collateral are
received by the Administrative Agent (A) not constituting a specific payment of
principal, interest, fees or other sum payable under the Loan Documents (which
shall be applied as specified by the Borrower) or (B) after an Event of Default
has occurred and is continuing and the Administrative Agent so elects or the
Required Lenders so direct, such funds shall be applied (subject to Section
5.09(h)) ratably first, to pay any
fees, indemnities, or expense reimbursements including amounts then due to the
Administrative Agent and the Issuing Bank from the Borrower, second, to pay any
fees or expense reimbursements then due to the Lenders from the Borrower, third, to pay
interest then due and payable on the Loans ratably, fourth, to prepay
principal on the Loans and unreimbursed LC Disbursements and any other amounts
owing with respect to Banking Services Obligations and Swap Obligations ratably,
fifth, to pay
an amount to the Administrative Agent equal to one hundred three percent (103%)
of the aggregate undrawn face amount of all outstanding Letters of Credit and
the aggregate amount of any unpaid LC Disbursements, to be held as cash
collateral for such Obligations, and sixth, to the payment
of any other Secured Obligation due to the Administrative Agent or any Lender by
the Borrower.  Notwithstanding anything to the contrary contained in
this Agreement, unless so directed by the Borrower, or unless a Default is in
existence, none of the Administrative Agent or any Lender shall apply any
payment which it receives to any Eurocurrency Loan of a Class, except (1) on the
expiration date of the Interest Period applicable to any such Eurocurrency Loan
or (2) in the event, and only to the extent, that there are no outstanding ABR
Loans of the same Class and, in any event, the Borrower shall pay the break
funding payment required in accordance with Section 2.16.  Subject to
Section 5.09(h), the Administrative Agent and the Lenders shall have the
continuing and exclusive right to apply and reverse and reapply any and all such
proceeds and payments to any portion of the Secured Obligations.

         

                                          
(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 Revolving Loans or participations in LC Disbursements or Swingline Loans
resulting in such Lender receiving payment of a greater proportion of the
aggregate amount of its Revolving Loans and participations in LC Disbursements
and Swingline Loans and accrued interest thereon than the proportion received by
any other Lender, then the Lender receiving such greater proportion shall
purchase (for cash at face value) participations in the Revolving Loans and
participations in LC Disbursements and Swingline Loans of other Lenders to the
extent necessary so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Revolving Loans and participations in LC
Disbursements and Swingline Loans; provided that (i) if any such participations
are purchased and all or any portion of the payment giving rise thereto is
recovered,  such participations shall

        


        
          
            
               


            

            
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        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 or participations in LC Disbursements or Swingline 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 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 or the Issuing Bank hereunder that the Borrower will not make
such payment, the Administrative Agent may assume that the Borrower has made
such payment on such date in accordance herewith and may, in reliance upon such
assumption, distribute to the Lenders or the Issuing Bank, as the case may be,
the amount due.  In such event, if the Borrower has not in fact made
such payment, then each of the Lenders or the Issuing Bank, as the case may be,
severally agrees to repay to the Administrative Agent forthwith on demand the
amount so distributed to such Lender or Issuing Bank with interest thereon, for
each day from and including the date such amount is distributed to it to but
excluding the date of payment to the Administrative Agent, at the 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 2.05(c), 2.06(d) or (e), 2.07(b), 2.18(d) or 9.03(c), then the
Administrative Agent may, in its discretion (notwithstanding any contrary
provision hereof), (i) apply any amounts thereafter received by the
Administrative Agent for the account of such Lender and for the benefit of the
Administrative Agent, the Swingline Lender or the Issuing bank to satisfy such
Lender’s obligations under such Sections until all such unsatisfied obligations
are fully paid and/or (ii) hold any such amounts in a segregated account as cash
collateral for, and application to, any future funding obligations of such
Lender under such Sections; in the case of each of (i) and (ii) above, in any
order as determined by the Administrative Agent in its discretion.

         

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

         

                                      
(b) If any Lender requests compensation under Section 2.15, or if the Borrower
is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.17, or if any
Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense
and effort, upon notice to such Lender and the Administrative Agent, require
such Lender to assign and delegate, without recourse (in accordance with and
subject to the restrictions contained in Section 9.04), all its interests,
rights and obligations under the Loan Documents to an assignee that shall assume
such obligations (which assignee may be another Lender, if a Lender
accepts

        


        
          
            
               


            

            
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        such
assignment); provided that (i) the
Borrower shall have received the prior written consent of the Administrative
Agent (and if a Commitment is being assigned, the Issuing Bank), 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 and participations
in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees
and all other amounts payable to it hereunder, from the assignee (to the extent
of such outstanding principal and accrued interest and fees) or 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 2.15 or payments required
to be made pursuant to Section 2.17, 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 2.20.Increase of
Commitments.  At any time, the Borrower may request that
the Aggregate Commitment be increased; provided that, after
giving effect to any such increase, the Aggregate Commitment shall not exceed
$300,000,000.  Such request shall be made in a written notice given to
the Administrative Agent by the Borrower not less than one (1) Business Day
prior to the proposed effective date of such increase, which notice (a “Commitment Increase
Notice”) shall specify the amount of the proposed increase in the
Aggregate Commitment and the proposed effective date of such
increase.  The Borrower may notify the Administrative Agent of any
financial institution that shall have agreed to become a “Lender” party hereto
(a “Proposed New
Lender”) in connection with the Commitment Increase Notice and any
Proposed New Lender shall be consented to by the Administrative Agent and the
Issuing Bank (which consent shall not be unreasonably withheld or
delayed).  The Administrative Agent shall notify the Borrower and the
Lenders on or before the Business Day immediately prior to the proposed
effective date of the amount of each Lender’s and Proposed New Lender’s
Commitment (the “Effective Commitment
Amount”) and the amount of the Aggregate Commitment, which amount shall
be effective on the following Business Day.  Any increase in the
Aggregate Commitment shall be subject to the following conditions precedent: (A)
as of the date of the Commitment Increase Notice and as of the proposed
effective date of the increase in the Aggregate Commitment, all representations
and warranties under Article III shall be true and correct in all material
respects as though made on such date (except for representations and warranties
for which exceptions thereto have been disclosed in writing to the
Administrative Agent and which have been approved in writing by the Required
Lenders or expressly relate to an earlier specified date) and no event shall
have occurred and then be continuing which constitutes a Default or Event of
Default, (B) the Borrower, the Administrative Agent and each Proposed New Lender
or Lender that shall have agreed to provide a “Commitment” in support of such
increase in the Aggregate Commitment shall have executed and delivered a
“Commitment and Acceptance” substantially in the form of Exhibit E hereto, (C)
to the extent requested by the Administrative Agent, counsel for the Borrower
shall have provided to the Administrative Agent supplemental opinions in form
and substance reasonably satisfactory to the Administrative Agent, (D) the
Borrower and the Proposed New Lender shall otherwise have executed and delivered
such other instruments and documents as may be required under Article IV or that
the Administrative Agent shall have reasonably requested in connection with such
increase and (E) the Administrative Agent shall have administered the
reallocation of the Revolving Credit Exposures on the effective date of such
increase ratably among the Lenders (including new Lenders) after giving effect
to such increase.  The Borrower hereby agrees to compensate each
Lender for all losses, expenses and liabilities incurred by such Lender, if any,
in connection with the sale and assignment of any Eurocurrency Loan hereunder on
the terms and in the manner as set forth in Section 2.16 hereof. Upon
satisfaction of the conditions precedent to any increase in the Aggregate
Commitment, the Administrative Agent shall promptly advise the Borrower and each
Lender of the effective date of such increase.  Upon the effective
date of any increase in the Aggregate Commitment that is supported by a Proposed
New Lender, such Proposed New Lender shall be a party to this Agreement as a
Lender and shall have the

        


        
          
            
               


            

            
               
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        rights
and obligations of a Lender hereunder.  Nothing contained herein shall
constitute, or otherwise be deemed to be, a commitment on the part of any Lender
to increase its Commitment at any time.

         

        SECTION
2.21. Market
Disruption.  Notwithstanding the satisfaction of all conditions
referred to in Article II and Article IV with respect to any Credit Event to be
effected in any Foreign Currency, if (i) there shall occur on or prior to the
date of such Credit Event any change in national or international financial,
political or economic conditions or currency exchange rates or exchange controls
which would in the reasonable opinion of the Administrative Agent, the Issuing
Bank (if such Credit Event is a Letter of Credit) or the Required Lenders make
it impracticable for the Eurocurrency Borrowings or Letters of Credit comprising
such Credit Event to be denominated in the Agreed Currency specified by the
Borrower or (ii) an Equivalent Amount of such currency is not readily
calculable, then the Administrative Agent shall forthwith give notice thereof to
the Borrower, the Lenders and, if such Credit Event is a Letter of Credit, the
Issuing Bank at least (to the extent practicable) two Business Days prior to
such Credit Event, and such Credit Events shall not be denominated in such
Agreed Currency but shall, except as otherwise set forth in Section 2.07, be
made on the date of such Credit Event in Dollars, (a) if such Credit Event is a
Borrowing, in an aggregate principal amount equal to the Dollar Amount of the
aggregate principal amount specified in the related Borrowing Request or
Interest Election Request, as the case may be, as ABR Loans, unless the Borrower
notifies the Administrative Agent at least one Business Day before such date
that (i) it elects not to borrow on such date or (ii) it elects to borrow on
such date in a different Agreed Currency, as the case may be, in which the
denomination of such Loans would in the reasonable opinion of the Administrative
Agent and the Required Lenders be practicable and in an aggregate principal
amount equal to the Dollar Amount of the aggregate principal amount specified in
the related Borrowing Request or Interest Election Request, as the case may be
or (b) if such Credit Event is a Letter of Credit, in a face amount equal to the
Dollar Amount of the face amount specified in the related request or application
for such Letter of Credit, unless the Borrower notifies the Administrative Agent
at least one Business Day before such date that (i) it elects not to request the
issuance of such Letter of Credit on such date or (ii) it elects to have such
Letter of Credit issued on such date in a different Agreed Currency, as the case
may be, in which the denomination of such Letter of Credit would in the
reasonable opinion of the Issuing Bank, the Administrative Agent and the
Required Lenders be practicable and in a face amount equal to the Dollar Amount
of the face amount specified in the related request or application for such
Letter of Credit, as the case may be.

         

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

        


        
          
            
               


            

            
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         disproportionate
payment to such Lender under Section 2.18, such Lender or the Administrative
Agent, as the case may be, agrees to remit such excess to the
Borrower.

         

        SECTION
2.23. Defaulting
Lenders.  Notwithstanding any provision of this Agreement to
the contrary, if any Lender becomes a Defaulting Lender, then the following
provisions shall apply for so long as such Lender is a Defaulting
Lender:

         

        (a) fees
shall cease to accrue on the unfunded portion of the Commitment of such
Defaulting Lender pursuant to Section 2.12;

         

        (b) the
Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be
included in determining whether all Lenders or the Required Lenders have taken
or may take any action hereunder (including any consent to any amendment or
waiver pursuant to Section 9.02), provided that any
waiver, amendment or modification requiring the consent of all Lenders or each
affected Lender which affects such Defaulting Lender differently than other
affected Lenders shall require the consent of such Defaulting
Lender;

         

        (c) if any
Swingline Exposure or LC Exposure exists at the time a Lender becomes a
Defaulting Lender then:

         

        (i) all or
any part of such Swingline Exposure and LC Exposure shall be reallocated among
the non-Defaulting Lenders in accordance with their respective Applicable
Percentages but only to the extent (x) the sum of all non-Defaulting Lenders’
Revolving Credit Exposures plus such Defaulting Lender’s Swingline Exposure and
LC Exposure does not exceed the total of all non-Defaulting Lenders’ Commitments
and (y) the conditions set forth in Section 4.02 are satisfied at such
time;

         

        (ii) if the
reallocation described in clause (i) above cannot, or can only partially, be
effected, the Borrower shall within one (1) Business Day following notice by the
Administrative Agent (x) first, prepay such
Swingline Exposure and (y) second, cash
collateralize such Defaulting Lender’s LC Exposure (after giving effect to any
partial reallocation pursuant to clause (i) above) in accordance with the
procedures set forth in Section 2.06(j) for so long as such LC Exposure is
outstanding;

         

        (iii) if the
Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure
pursuant to this Section 2.23(c), the Borrower shall not be required to pay any
fees to such Defaulting Lender pursuant to Section 2.12(b) with respect to such
Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC
Exposure is cash collateralized;

         

        (iv) if the LC
Exposure of the non-Defaulting Lenders is reallocated pursuant to this Section
2.23(c), then the fees payable to the Lenders pursuant to Section 2.12(a) and
Section 2.12(b) shall be adjusted in accordance with such non-Defaulting
Lenders’ Applicable Percentages; or

         

        (v) if any
Defaulting Lender’s LC Exposure is neither cash collateralized nor reallocated
pursuant to this Section 2.23(c), then, without prejudice to any rights or
remedies of the Issuing Bank or any Lender hereunder, all letter of credit fees
payable under Section 2.12(b) with respect to such Defaulting Lender’s LC
Exposure shall be payable to the Issuing Bank until such LC Exposure is cash
collateralized and/or reallocated; and

         

        


        
          
            
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        (d) so long
as any Lender is a Defaulting Lender, the Swingline Lender shall not be required
to fund any Swingline Loan and the Issuing Bank shall not be required to issue,
amend or increase any Letter of Credit, unless it is satisfied that the related
exposure will be 100% covered by the Commitments of the non-Defaulting Lenders
and/or cash collateral will be provided by the Borrower in accordance with
Section 2.23(c ), and
participating interests in any such newly issued or increased Letter of Credit
or newly made Swingline Loan shall be allocated among non-Defaulting Lenders in
a manner consistent with Section 2.23(c)(i) (and Defaulting Lenders shall not
participate therein).

         

        In the
event that the Administrative Agent, the Borrower, the Issuing Bank and the
Swingline Lender each agrees that a Defaulting Lender has adequately remedied
all matters that caused such Lender to be a Defaulting Lender, then the
Swingline Exposure and LC Exposure of the Lenders shall be readjusted to reflect
the inclusion of such Lender’s Commitment and on such date such Lender shall
purchase at par such of the Loans of the other Lenders (other than Swingline
Loans) as the Administrative Agent shall determine may be necessary in order for
such Lender to hold such Loans in accordance with its Applicable
Percentage.

         

        SECTION
2.24. Senior
Debt.  The Borrower hereby designates all Obligations now or
hereinafter incurred or otherwise outstanding, and agrees that the Obligations
shall at all times constitute, senior indebtedness and designated senior
indebtedness, or terms of similar import, which are entitled to the benefits of
the subordination provisions of all Subordinated Debt.

         

        SECTION
2.25. Unavailability of Credit
Default Swap Spread.  If at any time the Credit Default Swap
Spread is unavailable, (i) the Administrative Agent shall notify the Borrower
and the Lenders of such unavailability and (ii) the Borrower and the Lenders
shall negotiate in good faith (for a period of up to thirty (30) days after the
Credit Default Swap Spread becomes unavailable (such thirty-day period , the
“Negotiation
Period”)) to agree on an alternative method for establishing the
Applicable LIBOR Rate. The Applicable LIBOR Rate at any date of determination
thereof in accordance with the provisions of the definition of “Applicable LIBOR
Rate” which falls during the Negotiation Period shall be based upon the then
most recently available quote of the Credit Default Swap Spread prior to such
unavailability.  If no such alternative method is agreed upon during
the Negotiation Period, the Applicable LIBOR Rate at any date of determination
subsequent to the end of the Negotiation Period shall be a rate per annum equal
to the Applicable LIBOR Rate Cap until such earlier date as (i) the
Administrative Agent informs the Borrower and the Lenders that the Credit
Default Swap Spread is once again available or (ii) the Borrower and the Lenders
agree upon on an alternative method for establishing the Applicable LIBOR
Rate.

         

        SECTION
2.26. Markit
Data.

         

                                       
(a) JPMorgan Chase Bank, N.A., in any capacity, whether in an individual
capacity or as Administrative Agent or Lender or otherwise, shall receive data
from Markit with respect to the Credit Default Swap Spread and agrees in such
capacity to provide to Designated Users identified by each Lender (and, if
JPMorgan Chase Bank, N.A. is not the Administrative Agent, the Administrative
Agent) such data, including any accompanying written notice or supporting
information from Markit (together, the “Markit Data”), via
email, log-in or other means of communication at the discretion of JPMorgan
Chase Bank, N.A.  JPMorgan Chase Bank, N.A. shall have all of the
rights, benefits and protections of the Administrative Agent provided for in
Article VIII
hereof when acting in such capacity with respect to the provision of any Markit
Data.  For the avoidance of doubt, any Designated User shall only
access and use the Markit Data for the purposes as specified in this Agreement
on behalf of the respective Lender or, if applicable, the Administrative Agent
and shall be required by such Lender, and if applicable, the Administrative
Agent, to comply with the terms of this Section 2.26. Each Lender, and if
applicable, the Administrative Agent, hereby agrees, without limiting Markit’s
or JPMorgan Chase Bank, N.A.’s other

        


        
          
            
               


            

            
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         rights
and remedies, that it is responsible for and liable for any breach of any of the
provisions of this Section 2.26 by its respective Designated Users.

         

        (b) Each
Lender acknowledges that all copyright, database rights, trade marks, patents,
rights of privacy or publicity and other proprietary or intellectual property
rights (including all models, software, data and any materials) comprised in all
or any of the Markit Data, or their provision, and all enhancements,
modifications or additional services thereto, are and will be the exclusive
property of Markit. Except as provided for under this Agreement, each Lender
agrees that it will not use the same (including copying, reverse engineering or,
except as otherwise required by law or regulation, disclosing it to any person,
for any purpose whatsoever) and will not remove or deface any trademarks
associated with the Markit Data.  Each Lender acknowledges that the
Markit Data was developed, compiled, prepared, revised, selected and arranged by
Markit and others (including certain information sources (each a “Data Provider”))
through the application of methods and standards of judgment developed and
applied through the expenditure of substantial time, effort and money, and
constitute valuable intellectual property and trade secrets of Markit. Each
Lender shall make reasonable efforts to comply, at Markit’s expense, with all
reasonable written requests made by JPMorgan Chase Bank, N.A. (upon Markit’s
written requests to JPMorgan Chase Bank, N.A.) to protect any contractual,
statutory and common law rights in the Markit Data.

         

        (c) Each
Lender acknowledges that none of Markit, JPMorgan Chase Bank, N.A., their
respective Affiliates or any Data Provider makes any warranty, express or
implied, as to the accuracy or completeness of the Markit Data or as to the
results to be attained by any Lender or others from the use of the Markit Data.
Each Lender hereby acknowledges that there are no express or implied warranties
of title, merchantability or fitness for a particular purpose or use, and that
it has not relied upon any warranty, guaranty or representation made by Markit,
JPMorgan Chase Bank, N.A., their respective Affiliates or any Data
Provider.

         

        (d) Neither
Markit and its Affiliates (except in the event of fraud, gross negligence or
willful misconduct on the part of Markit or its Affiliates) nor any Data
Provider nor JPMorgan Chase Bank, N.A. and its Affiliates shall in any way be
liable to any Lender or any client of any Lender for any inaccuracies, errors or
omissions, regardless of cause, in the Markit Data provided hereunder or for any
damages (whether direct or indirect) resulting therefrom. Without limiting the
foregoing, Markit and JPMorgan Chase Bank, N.A. shall have no liability
whatsoever to any Lender or client of a Lender, whether in contract (including
under an indemnity), in tort (including negligence), under a warranty, under
statute or otherwise, in respect of any loss or damage suffered by such Lender
or client as a result of or in connection with any opinions, recommendations,
forecasts, judgments, or any other conclusions, or any course of action
determined, by such Lender or any client of such Lender, based on the Markit
Data. To the extent permitted by law, neither Markit nor JPMorgan Chase Bank,
N.A. nor their respective Affiliates shall be liable for any loss of profits or
revenue or any indirect or consequential losses or damages whatsoever incurred,
whether or not it has been advised in advance of the possibility of any such
loss.

         

                                       
(e) Each Lender acknowledges that it or its employees may, in the course of
performing such Lender’s responsibilities under this Agreement, be exposed to or
acquire information which is proprietary or confidential to Markit or to third
parties to whom Markit owes a duty of confidentiality. Markit’s and such third
parties’ confidential information means the Markit Data and any related
materials provided by Markit through JPMorgan Chase Bank, N.A. to each Lender
and the Administrative Agent under this Agreement. Each Lender agrees to hold
Markit’s and such third parties’ confidential information in confidence to the
same extent and in the same manner as such Lender is required to hold the
Borrower’s information confidential pursuant to Section 9.12 hereof and agrees
that it will follow procedures which are intended to put any transferee of such
confidential information on notice that such

        


        
          
            
               


            

            
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        confidential
information may not be used for any other purposes except as contemplated
herein. It is understood and agreed that in the event of a breach of
confidentiality, damages may not be an adequate remedy and that JPMorgan Chase
Bank, N.A. shall be entitled to injunctive relief to restrain any such breach,
threatened or actual.  Notwithstanding anything herein to the
contrary, the Lenders and the Administrative Agent are entitled to disclose and
use the Markit Data in the normal course of their business as it relates to this
Agreement, including but not limited to disclosing such information to ratings
agencies, league table providers and prospective assignees and
participants.

         

        (f) The
Borrower acknowledges that each of JPMorgan Chase Bank, N.A. and the other
Lenders from time to time may conduct business with and may be a shareholder of
Markit and that each of JPMorgan Chase Bank, N.A. or the other Lenders may have
from the time to time the right to appoint one or more directors to the Board of
Directors of Markit.

         

         

        ARTICLE
III

         

         

        


         

         

        Representations and
Warranties

         

        The
Borrower represents and warrants to the Lenders that:

         

        SECTION
3.01. Organization; Powers;
Subsidiaries.  Each of the Borrower and its Subsidiaries is
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, has all requisite power and authority to carry
on its business as now conducted and, except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect, is qualified to do business in, and is in good
standing in, every jurisdiction where such qualification is
required.  Schedule 3.01 sets
forth as of the Effective Date a true and complete list of each Subsidiary of
the Borrower, together with the jurisdiction of incorporation/formation of each
such Subsidiary, and an indication as to whether such Subsidiary is a Material
Worldwide Subsidiary.

         

        SECTION
3.02. Authorization;
Enforceability.  The Transactions applicable to it are within
each Loan Party’s organizational powers and have been duly authorized by all
necessary organizational actions and, if required, actions by equity
holders.  The Loan Documents to which each Loan Party is a party have
been duly executed and delivered by such Loan Party and constitute a legal,
valid and binding obligation of such Loan Party, enforceable in accordance with
its terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other laws 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 applicable law or regulation or
the charter, by-laws or other organizational documents of the Borrower or any of
its Subsidiaries or any order of any Governmental Authority, (c) will not
violate or result in a default under any material indenture, agreement or other
instrument binding upon the Borrower or any of its Subsidiaries or its assets,
or give rise to a right thereunder to require any payment to be made by the
Borrower or any of its Subsidiaries and (d) will not result in the creation or
imposition of any Lien on any asset of the Borrower or any of its Subsidiaries,
other than Liens created under the Loan Documents.

         

        


        
          
            
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        SECTION
3.04. Financial Condition; No
Material Adverse Change.  (a)    The
Borrower has heretofore furnished to the Lenders its consolidated balance sheet
and statements of income, stockholders equity and cash flows (i) as of and for
the fiscal year ended December 31, 2008 reported on by PricewatershouseCoopers,
LLP, independent public accountants, and (ii) as of and for the fiscal quarter
and the portion of the fiscal year ended March 31, 2009, certified by a
Financial Officer.  Such financial statements present fairly, in all
material respects, the financial position and results of operations and cash
flows of the Borrower and its consolidated Subsidiaries as of such dates and for
such periods in accordance with GAAP, subject to year-end audit adjustments and
the absence of footnotes in the case of the statements referred to in clause
(ii) above.

         

        (b) Since
March 31, 2009, there has been no material adverse change in the business,
assets, operations or condition, financial or otherwise, of the Borrower and its
Subsidiaries, taken as a whole.

         

        SECTION
3.05. Properties.  (a)    Each
of the Borrower and its Subsidiaries has good title to, or valid leasehold
interests in, all its real and personal property material to its business,
except for defects in title that are not reasonably expected to have a Material
Adverse Effect.    There are no Liens on any of the real or
personal properties of the Borrower or any Subsidiary except for Liens permitted
by Section 6.02.

         

        (b) Each of
the Borrower and its 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 Borrower and its Subsidiaries does not
infringe upon the rights of any other Person, except for any such infringements
that, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect.

         

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

         

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

         

        SECTION
3.07. Compliance with
Laws.  Each of the Borrower and its Subsidiaries is in
compliance with all laws, regulations and orders of any Governmental Authority
applicable to it or its property, except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect.

         

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

         

        


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

         

        SECTION
3.10. ERISA.  No
ERISA Event has occurred or is reasonably expected to occur that, when taken
together with all other such ERISA Events for which liability is reasonably
expected to occur, could reasonably be expected to result in a Material Adverse
Effect.

         

        SECTION
3.11. Disclosure.  Neither
the Information Memorandum nor any of the Loan Documents contain any material
misstatement of fact or omits to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided that, with
respect to projected financial information, the Borrower represents only that
such information was prepared in good faith based upon assumptions believed to
be reasonable at the time.

         

        SECTION
3.12. Federal Reserve
Regulations.  No part of the proceeds of any Loan have been
used or will be used, whether directly or indirectly, for any purpose that
entails a violation of any of Regulations T, U and X of the Board.

         

        SECTION
3.13. No
Default.  No Default or Event of Default has occurred and is
continuing.

         

        SECTION
3.14. Security Interest in
Collateral.  To the extent Collateral Documents have been
executed and delivered and are then in effect, the provisions of the Collateral
Documents create legal and valid, and upon the making of the appropriate filings
and recordings, perfected Liens on all the Collateral in favor of the
Administrative Agent, for the benefit of the Holders of Secured Obligations and,
to the extent provided in Section 5.09(h), the 2008 Indenture Securities
Holders, securing the Secured Obligations, enforceable against the applicable
Loan Party and all third parties, and having priority over all other Liens on
the Collateral except in the case of (a) Permitted Encumbrances, to the extent
any such Permitted Encumbrances would have priority over the Liens in favor of
the Administrative Agent pursuant to any applicable law and (b) Liens perfected
only by possession (including possession of any certificate of title) to the
extent the Administrative Agent has not obtained or does not maintain possession
of such Collateral.

         

         

        ARTICLE
IV

         

         

        


         

         

        Conditions

         

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

         

                                      
(a) The Administrative Agent (or its counsel) shall have received from (A) each
party hereto either (i) a counterpart of this Agreement signed on behalf of such
party or (ii) written evidence satisfactory to the Administrative Agent (which
may include telecopy or electronic transmission of a signed signature page of
this Agreement) that such party has signed a counterpart of this Agreement and
(B) each initial Subsidiary Guarantor, if any, either (i) a counterpart of the
Subsidiary Guaranty signed on behalf of such Subsidiary Guarantor or
(ii)

        


        
          
            
               


            

            
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        written
evidence satisfactory to the Administrative Agent (which may include telecopy or
electronic transmission of a signed signature page of the Subsidiary Guaranty)
that such Subsidiary Guarantor has signed a counterpart of the Subsidiary
Guaranty.

         

        (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
Thompson Hine LLP, counsel for the Loan Parties, in form and substance
satisfactory to the Administrative Agent and its counsel.

         

        (c) The
Lenders shall have received (i) satisfactory audited consolidated financial
statements of the Borrower for the two most recent fiscal years ended prior to
the Effective Date as to which such financial statements are available, (ii)
satisfactory unaudited interim consolidated financial statements of the Borrower
for each quarterly period ended subsequent to the date of the latest financial
statements delivered pursuant to clause (i) of this paragraph as to which such
financial statements are publicly available and (iii) satisfactory financial
statement projections through and including the Borrower’s 2011 fiscal year,
together with such information as the Administrative Agent and the Lenders shall
reasonably request (including, without limitation, a description of the key
assumptions used in preparing such projections).

         

        (d) The
Administrative Agent shall have received such documents and certificates as the
Administrative Agent or its counsel may reasonably request reasonably in advance
of the Effective Date relating to the organization, existence and good standing
of the initial Loan Parties, the authorization of the Transactions and any other
legal matters relating to such Loan Parties, the Loan Documents or the
Transactions, all in form and substance satisfactory to the Administrative Agent
and its counsel and as further described in the list of closing documents
attached as Exhibit
C.

         

        (e) 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 that, as of the Effective Date, (i) the representations and
warranties of the Borrower set forth in this Agreement are true and correct and
(ii) no Default has occurred or is continuing.

         

        (f) The
Administrative Agent shall have received evidence satisfactory to it that the
Borrower’s existing syndicated credit facility shall have been cancelled and
terminated and all indebtedness thereunder shall have been fully repaid (except
to the extent being so repaid with the initial Revolving Loans).

         

        (g) 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.

         

        The
Administrative Agent shall notify the Borrower and the Lenders of the Effective
Date, and such notice shall be conclusive and
binding.  Notwithstanding the foregoing, the obligations of the
Lenders to make Loans and of the Issuing Bank to issue Letters of Credit
hereunder shall not become effective unless each of the foregoing conditions is
satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m., New
York City time, on the Effective Date (and, in the event such conditions are not
so satisfied or waived, the Commitments shall terminate at such
time).

         

        


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

         

        (a) The
representations and warranties of the Borrower set forth in this Agreement
(other than those that expressly relate to an earlier specified date) shall be
true and correct on and as of the date of such Borrowing or the date of
issuance, amendment, renewal or extension of such Letter of Credit, as
applicable.

         

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

         

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

         

         

        ARTICLE
V

         

         

        


         

         

        Affirmative
Covenants

         

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

         

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

         

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

         

        (b) within 60
days after the end of each of the first three fiscal quarters of each fiscal
year of the Borrower, its consolidated balance sheet and related statements of
operations and cash flows as of the end of and for such fiscal quarter and the
then elapsed portion of the fiscal year, all certified by one of its Financial
Officers as presenting fairly in all material respects the financial condition
and results of operations of the Borrower and its consolidated Subsidiaries on a
consolidated basis in accordance with GAAP consistently applied, subject to
normal year-end audit adjustments and the absence of footnotes;

         

                                       
(c) concurrently with any delivery of financial statements under clause (a) or
(b) above, a certificate of a Financial Officer of the Borrower (i) certifying
as to whether a Default has occurred and, if a Default has occurred, specifying
the details thereof and any action taken or

        


        
          
            
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        proposed
to be taken with respect thereto, (ii) setting forth reasonably detailed
calculations demonstrating compliance with Sections 6.01 and 6.08 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
and, if any such change has occurred, specifying the effect of such change on
the financial statements accompanying such certificate;

         

        (d) promptly
after the same become publicly available, copies of all S-3 registration
statements (other than the exhibits thereto) and reports on Forms 10-K and 10-Q
filed by the Borrower or any Subsidiary with the Securities and Exchange
Commission, or any Governmental Authority succeeding to any or all of the
functions of said Commission, or with any national securities exchange, or
distributed by the Borrower to its stockholders generally, as the case may
be;

         

        (e) 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; and

         

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

         

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

         

        (a) the
occurrence of any Default;

         

        (b) the
filing or commencement of any action, suit or proceeding by or before any
arbitrator or Governmental Authority against the Borrower or any Subsidiary
thereof that, if not cured and if adversely determined, could reasonably be
expected to result in a Material Adverse Effect;

         

        (c) the
occurrence of any ERISA Event that, alone or together with any other ERISA
Events that have occurred since the Effective Date, could reasonably be expected
to result in liability of the Borrower and its Subsidiaries in an aggregate
amount exceeding $150,000,000; and

         

        (d) any
setoff, claims (including, with respect to real estate, environmental claims),
withholdings or other defenses to which any of the Borrower’s assets are subject
if any such setoff, claim, withholding or other defense could reasonably be
expected to result in a Material Adverse Effect.

         

        SECTION
5.03. Existence; Conduct of
Business.  The Borrower will, and will cause each of its
Subsidiaries to, do or cause to be done all things necessary to preserve, renew
and keep in full force and effect its legal existence and the rights, licenses,
permits, privileges and franchises material to the conduct of its business;
provided that
the foregoing shall not prohibit any merger, consolidation, liquidation or
dissolution permitted under Section 6.03; provided further that nothing
in this Section 5.03 shall prevent the Borrower from discontinuing the operation
and maintenance of any of its properties or any of those of its Subsidiaries if
such discontinuance is, in the judgment of the Borrower, desirable in the
conduct of its or their business and that does not in the aggregate have a
Material Adverse Effect.

         

        


        
          
            
               


            

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

         

        SECTION
5.05. Maintenance of Properties;
Insurance.

         

        (a) The
Borrower will, and will cause each of its Subsidiaries to, (i) keep and maintain
all property material to the conduct of its business in good working order and
condition, ordinary wear and tear excepted, and (ii) maintain, with financially
sound and reputable insurance companies, insurance in such amounts and against
such risks as are customarily maintained by companies engaged in the same or
similar businesses operating in the same or similar locations; provided that the
foregoing shall not prohibit any merger, consolidation, liquidation or
dissolution permitted under Section 6.03; provided that nothing in this Section
5.05 shall prevent the Borrower from discontinuing the operation and maintenance
of any of its properties or any of those of its Subsidiaries if such
discontinuance is, in the judgment of the Borrower, desirable in the conduct of
its or their business and that does not in the aggregate have a Material Adverse
Effect.

         

        (b) Upon the
occurrence of a Collateral Trigger Date and until the earlier of (i) the
occurrence of a Collateral Release Date subsequent to such Collateral Trigger
Date or (ii) the Collateral Requirement Termination Date, the Borrower will (x)
furnish to the Lenders, upon request of the Administrative Agent, information in
reasonable detail as to the insurance so maintained and (y) deliver to the
Administrative Agent endorsements (x) to all “All Risk” physical damage
insurance policies on all of the Loan Parties’ tangible personal property and
assets and business interruption insurance policies naming the Administrative
Agent as lender loss payee, and (y) to all general liability and other liability
policies naming the Administrative Agent an additional insured.  In
the event the Borrower or any of its Subsidiaries at any time or times hereafter
shall fail to obtain or maintain any of the policies or insurance required
herein or to pay any premium in whole or in part relating thereto, then the
Administrative Agent, without waiving or releasing any obligations or resulting
Default hereunder, may at any time or times thereafter (but shall be under no
obligation to do so) obtain and maintain such policies of insurance and pay such
premiums and take any other action with respect thereto which the Administrative
Agent deems advisable.  All sums so disbursed by the Administrative
Agent shall constitute part of the Secured Obligations, payable as provided in
this Agreement.  During the existence of a Collateral Period, the
Borrower will furnish to the Administrative Agent and the Lenders prompt written
notice of any casualty or other insured damage to any material portion of the
Collateral or the commencement of any action or proceeding for the taking of any
material portion of the Collateral or interest therein under power of eminent
domain or by condemnation or similar proceeding.

         

                                       
SECTION 5.06. Books and Records;
Inspection Rights.  The Borrower will, and will cause
each of its Subsidiaries to, keep proper books of record and account in which
full, true and correct entries are made of all dealings and transactions in
relation to its business and activities.  The Borrower will, and will
cause each of its Subsidiaries to, permit any representatives designated by the
Administrative Agent or any Lender, upon reasonable prior notice and during
normal business hours, 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

        


        
          
            
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        times and
as often as reasonably requested; provided that the Borrower and its
Subsidiaries may place reasonable limits on access to information which is
proprietary or constitutes trade secrets and need not disclose any information
if such disclosure would be prohibited by a confidentiality agreement entered
into by the Borrower or such Subsidiary on an arm’s length basis and in good
faith.

         

        SECTION
5.07. Compliance with
Laws.  The Borrower will, and will cause each of its
Subsidiaries to, comply with all laws, rules, regulations and orders of any
Governmental Authority applicable to it or its property (including without
limitation Environmental Laws), except where the failure to do so, individually
or in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect.

         

        SECTION
5.08. Use of
Proceeds.  The proceeds of the Loans will be used only to repay
existing Indebtedness, finance the working capital needs, and for general
corporate purposes, of the Borrower and its Subsidiaries.

         

        SECTION
5.09. Subsidiary Guaranty;
Pledges; Additional Collateral; Further Assurances.

         

        (a) As
promptly as possible but in any event within thirty (30) days (or such later
date as may be agreed upon by the Administrative Agent) after any Person becomes
a Subsidiary that would be required to be a Subsidiary Guarantor hereunder or
any Subsidiary qualifies independently as, or is designated by the Borrower or
the Administrative Agent as, a Subsidiary Guarantor pursuant to the definitions
of “Material Worldwide Subsidiary” and “Subsidiary Guarantor”, the Borrower
shall provide the Administrative Agent with written notice thereof setting forth
information in reasonable detail describing the material assets of such Person
and shall cause each such Subsidiary which also qualifies as a Subsidiary
Guarantor to deliver to the Administrative Agent a joinder to the Subsidiary
Guaranty (in the form contemplated thereby) pursuant to which such Subsidiary
agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty
to be accompanied, if requested by the Administrative Agent, by appropriate
corporate resolutions, other corporate documentation and legal opinions in form
and substance reasonably satisfactory to the Administrative Agent and its
counsel.

         

                                      
(b) Within thirty (30) days (or such later date as may be agreed upon by the
Administrative Agent) following a Collateral Trigger Date, the Borrower will
cause, and will cause each other Loan Party to cause, all of its owned U.S.
Assets to be subject at all times to first priority, perfected Liens in favor of
the Administrative Agent for the benefit of the Holders of Secured Obligations
to secure the Secured Obligations in accordance with the terms and conditions of
Collateral Documents in form and substance reasonably satisfactory to the
Administrative Agent, subject in any case to Liens permitted by Section
6.02.  Without limiting the generality of the foregoing, the Borrower
will (i) cause the Applicable Pledge Percentage of the issued and outstanding
voting Equity Interests of each Pledge Subsidiary directly owned by the
Borrower, or any Subsidiary Guarantor that is a Domestic Subsidiary, to be
subject at all times to a first priority, perfected Lien in favor of the
Administrative Agent to secure the Secured Obligations in accordance with the
terms and conditions of such Collateral Documents and such other security
documents as the Administrative Agent shall reasonably request and (ii) and will
cause each other Loan Party to, deliver Mortgages and Mortgage Instruments with
respect to real property constituting U.S. Assets owned by the Borrower or such
other Loan Party to the extent, and within such time period as is, reasonably
required by the Administrative Agent.  Notwithstanding the foregoing,
no such pledge agreement in respect of the Equity Interests of a Foreign
Subsidiary shall be required hereunder to the extent the Administrative Agent or
its counsel determines that such pledge would not provide material credit
support for the benefit of

        


        
          
            
               


            

            
               
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         the
Holders of Secured Obligations pursuant to legally valid, binding and
enforceable pledge agreements.

         

        (c) Without
limiting the foregoing, during a Collateral Period, the Borrower will, and will
cause each other Loan Party to, execute and deliver, or cause to be executed and
delivered, to the Administrative Agent such documents, agreements and
instruments, and will take or cause to be taken such further actions (including
the filing and recording of financing statements, fixture filings, Mortgages,
deeds of trust and other documents and such other actions or deliveries of the
type required by Section 4.01, as applicable), which may be required by law or
which the Administrative Agent may, from time to time, reasonably request to
carry out the terms and conditions of this Agreement and the other Loan
Documents and to ensure perfection and priority of the Liens created or intended
to be created by the Collateral Documents, all at the expense of the
Borrower.

         

        (d) If any
U.S. Assets (including any real property or improvements thereto or any interest
therein) are acquired by a Loan Party during a Collateral Period (other than
assets constituting Collateral under the Security Agreement that become subject
to the Lien in favor of the Security Agreement upon acquisition thereof), the
Borrower will notify the Administrative Agent thereof, and, if requested by the
Administrative Agent, the Borrower will cause such assets to be subjected to a
Lien securing the Secured Obligations and will take, and cause the other Loan
Parties to take, such actions as shall be necessary or reasonably requested by
the Administrative Agent to grant and perfect such Liens, including actions
described in paragraph (c) of this Section 5.09, all at the expense of the
Borrower.

         

        (e) All
Collateral Documents and related documentation delivered pursuant to the
foregoing clauses (b), (c) and (d) shall be accompanied, if requested by the
Administrative Agent, by appropriate corporate resolutions, other corporate
documentation and legal opinions in form and substance reasonably satisfactory
to the Administrative Agent and its counsel.

         

        (f) Upon the
occurrence of a Collateral Release Date following the occurrence of a Collateral
Trigger Date, and so long as no Default is then continuing, (i) any Liens
granted to the Administrative Agent pursuant to the requirements of the
foregoing clauses (b), (c) and/or (d) of this Section 5.09 (such clauses,
collectively, the “Collateral
Requirements”) which remain in effect at such time shall be promptly
released by the Administrative Agent (and the Administrative Agent agrees to
execute and deliver any documents or instruments reasonably requested by the
Borrower and in form and substance reasonably satisfactory to the Administrative
Agent to evidence the release of all Collateral, all at the expense of the
Borrower) and (ii) the Collateral Requirements shall be suspended and of no
effect unless and until a subsequent Collateral Trigger Date occurs following
the occurrence of a Collateral Release Date, but only so long as a Collateral
Requirement Termination Date has not then occurred, at which time the Collateral
Requirements shall again become fully effective and binding upon the Borrower
and the other Loan Parties in all respects, and the Borrower hereby acknowledges
and agrees that it will, and will cause each other Loan Party to, re-grant the
security interests in the Collateral pursuant to comparable Collateral
Documents, all in accordance with the Collateral Requirements.

         

                                       (g)
For the avoidance of doubt, and notwithstanding anything to the contrary set
forth in this Section 5.09 or in the Loan Documents, upon the occurrence of the
Collateral Requirement Termination Date, and so long as no Default is then
continuing, (i) any Liens granted to the Administrative Agent pursuant to the
Collateral Requirements which remain in effect at such time (if any) shall be
promptly released by the Administrative Agent (and the Administrative
Agent

        


        
          
            
               
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        agrees to
execute and deliver any documents or instruments reasonably requested by the
Borrower and in form and substance reasonably satisfactory to the Administrative
Agent to evidence the release of all Collateral, all at the expense of the
Borrower) and (ii) the Collateral Requirements shall be deemed to be null, void,
and of no further effect from and after the Collateral Requirement Termination
Date, regardless of all Collateral Trigger Date(s) which may occur following the
occurrence of the Collateral Requirement Termination Date.

         

        (h) Notwithstanding
anything contained herein to the contrary, the Borrower, the Administrative
Agent and the Lenders agree that, while a Collateral Period exists but only to
the extent necessary to comply with the equal and ratable sharing provisions of
the 2008 Indenture, the applicable Loan Documents shall provide that the Secured
Obligations shall be secured equally and ratably with the 2008 Indenture
Obligations owing by the Borrower pursuant to the provisions of the 2008
Indenture Documents.  In the event that the 2008 Indenture Securities
Holders (or any trustee or designee acting on behalf of such Holders) shall
reasonably request the Administrative Agent, the Lenders, and the other Holders
of Secured Obligations to enter into a separate intercreditor agreement with
respect to the Collateral at any time while a Collateral Period exists, then the
Lenders hereby authorize the Administrative Agent, acting on behalf of the
Holders of Secured Obligations, to enter into an intercreditor agreement
(containing terms and conditions reasonably satisfactory to the Administrative
Agent and the 2008 Indenture Securities Holders (or any trustee or designee
acting on behalf of such holders)) with the 2008 Indenture Securities Holders
(or any trustee or designee acting on behalf of such holders) to facilitate the
terms and conditions of this Section 5.09(h) (it being understood and agreed
that, in the event the 2008 Indenture Obligations are secured by equal and
ratable Liens that are separate from the Administrative Agent’s Liens under the
Collateral Documents (such separate Liens, the “Ratable Indenture Liens”), the
Administrative Agent shall not release its Lien on any Collateral that is
subject to any Ratable Indenture Lien unless and until the Administrative Agent
receives comfort reasonably satisfactory to it that such Ratable Indenture
Lien(s) have been released or will be released concurrently with the release of
Lien by the Administrative Agent).

         

         

        ARTICLE
VI

         

         

        


         

         

        Negative
Covenants

         

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

         

        SECTION
6.01. Indebtedness.  The
Borrower will not, and will not permit any Subsidiary to, create, incur, assume
or permit to exist any Indebtedness, except:

         

        (a) the
Obligations;

         

        (b) Indebtedness
existing on the date hereof and set forth in Schedule 6.01 and
extensions, renewals and replacements of any such Indebtedness that do not
increase the outstanding principal amount thereof (together with any premium
paid thereon and reasonable costs and expenses incurred with respect
thereto);

         

        (c) Indebtedness
of the Borrower to any Subsidiary and of any Subsidiary to the Borrower or any
other Subsidiary;

         

        


        
          
            
               


            

            
               
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        (d) Guarantees
by the Borrower of Indebtedness or other obligations of any Subsidiary and by
any Subsidiary of Indebtedness or other obligations of the Borrower or any other
Subsidiary;

         

        (e) Indebtedness
of the Borrower or any Subsidiary as an account party in respect of trade
letters of credit;

         

        (f) Subordinated
Debt, including without limitation, the Indebtedness of any Permitted
Receivables Vehicle to the Borrower consisting of the deferred purchase price of
such receivables sold pursuant to the Permitted Receivables Financing and
evidenced by a deferred purchase price promissory note from such Permitted
Receivables Vehicle to the Borrower;

         

        (g) unsecured
Indebtedness of the Subsidiaries of the Borrower which is not otherwise
permitted hereunder in an aggregate outstanding principal amount not exceeding at any time
an amount which is equal to 15% of Consolidated Total Assets at such
time;

         

        (h) secured
Indebtedness of the Borrower or any of its Subsidiaries which is not otherwise
permitted hereunder in an aggregate outstanding principal amount not exceeding
at any time an amount which is equal to 15% of Consolidated Total Assets at such
time;

         

        (i) unsecured
Indebtedness of the Borrower; provided, however,
both before and after giving effect (including pro forma effect) to the
incurrence of such Indebtedness the Borrower is in compliance with its covenants
contained in this Agreement;

         

        (j) endorsements
for collection, deposit or negotiation and warranties of products or services,
in each case in the ordinary course of business; and

         

        (k) Indebtedness
in respect of the Permitted Receivables Financing.

         

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

         

                                                       
(a) Permitted
Encumbrances and Liens created pursuant to the Loan Documents;

         

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

         

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

         

        


        
          
            
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        (d) Liens in
favor of the Borrower on all or part of the assets of Subsidiaries of the
Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the
Borrower;

         

        (e) Liens on
properties in respect of judgments or awards that have been in force for less
than the applicable period for taking an appeal so long as execution is not
levied thereunder or in respect of which the Borrower or such Subsidiary shall
at the time in good faith be prosecuting an appeal or proceedings for review and
in respect of which a stay of execution shall have been obtained pending such
appeal or review;

         

        (f) Liens to
secure Indebtedness permitted by Section 6.01(h);

         

        (g) Liens in
favor of customs and revenue authorities arising in the ordinary course of
business and as a matter of law to secure payment of customs duties in
connection with the importation of goods;

         

        (h) Liens
that arise or may be deemed to arise pursuant to the Permitted Receivables
Financing;

         

        (i) Liens
consisting of the interests of a Person under an operating lease;

         

        (j) Liens
consisting of any rights retained by a seller or shipper of goods in such goods
prior to receipt of payment therefor during the shipment of such goods from the
seller to the buyer (but which rights are terminated upon the buyer accepting
receipt of such goods);

         

        (k) to the
extent the transferring of an interest in an equipment lease or service or use
agreement is considered a Lien, Liens arising in connection with the Borrower’s
managed print services or equipment leasing programs pursuant to which the
Borrower transfers certain of its interests under specified equipment leases or
service or use agreements to an unaffiliated Person but retains certain rights
to get paid for services to be provided by the Borrower to the lessee thereunder
for supplies to be used in and servicing of such equipment;

         

        (l) Liens
arising in the ordinary course of business which (1) do not secure Indebtedness,
(2) do not secure obligations in an aggregate amount exceeding 5% of
Consolidated Total Assets and (3) do not in the aggregate materially detract
from the value of the assets of the Borrower and its Subsidiaries, taken as a
whole, or materially impair the use thereof in the operation of their respective
businesses;

         

        (m) purchase
money Liens on any real property or equipment acquired in the ordinary course of
business to secure the purchase price thereof so long as such Liens do not apply
to any other property or assets of the Borrower or any Subsidiary;

         

        (n) any
financing statement reflecting a security interest that would otherwise be
permitted under this Section 6.02;

         

        (o) the
rights of consignors of goods, whether or not perfected; and

         

        (p) Liens
given in lieu of surety, stay or appeal bonds or deposits required by law or any
governmental regulations, court order or judgment as a condition to the
transaction of business or the exercise of any right, privilege or
license.

         

        


        
          
            
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        SECTION
6.03. Fundamental Changes and
Asset Sales.  (a)   The Borrower
will not, and will not permit any Subsidiary to, merge into or consolidate with
any other Person, or permit any other Person to merge into or consolidate with
it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a
series of transactions) all or substantially all of its assets, or all or
substantially all of the Equity Interests of any of its Subsidiaries (in each
case, whether now owned or hereafter acquired), or liquidate or dissolve, except
that, (1) if at the time thereof and immediately after giving effect thereto no
Default shall have occurred and be continuing and subject to Section 6.07: (i)
any Person may merge into the Borrower in a transaction in which the Borrower is
the surviving corporation, (ii) any Subsidiary/Person may merge into any
Subsidiary in a transaction in which the surviving entity is a Subsidiary
(provided that any such merger involving the Borrower must result in the
Borrower as the surviving entity), (iii) any Subsidiary may sell, transfer,
lease or otherwise dispose of its assets (including the stock of another entity)
to the Borrower or to another Subsidiary (as the case may be) and (iv) any
Subsidiary may liquidate or dissolve if the Borrower determines in good faith
that such liquidation or dissolution is in the best interests of the Borrower
and is not materially disadvantageous to the Lenders; provided that any such
merger involving a Person that is not a wholly owned Subsidiary immediately
prior to such merger shall not be permitted unless also permitted by Section
6.04 and (2) for the avoidance of doubt, the Borrower and its Subsidiaries may
sell inventory and excess, damaged, obsolete or worn out assets, in each case in
the ordinary course of business.

         

        (b) The
Borrower will not, and will not permit any of its Subsidiaries to, engage in
businesses other than primarily in those businesses now conducted by them and in
related businesses and those businesses permitted to be acquired pursuant to
Section 6.04.

         

        SECTION
6.04. Investments, Loans,
Advances, Guarantees and Acquisitions.  The Borrower will not,
and will not permit any of its Subsidiaries to, purchase, hold or acquire
(including pursuant to any merger with any Person that was not a wholly owned
Subsidiary prior to such merger) any capital stock or evidences of indebtedness
or other securities (including any option, warrant or other right to acquire any
of the foregoing) of, make or permit to exist any loans or advances to,
Guarantee any obligations of, or make or permit to exist any investment or any
other interest in, any other Person, or purchase or otherwise acquire (in one
transaction or a series of transactions) any assets of any other Person
constituting a business unit, except:

         

        (a) Permitted
Acquisitions and intercompany Indebtedness and Guarantees permitted under
Section 6.01;

         

        (b) the
transactions permitted under Section 6.03; and

         

        (c) any other
investment, loan or advance so long as, either before or after any such
investment, loan or advance is made or remains outstanding, no Default or Event
of Default has occurred and is continuing or would exist as a result thereof
(including without limitation any Default or Event of Default which would arise
as a result of an acquisition which does not comply with the requirements of a
Permitted Acquisition).

         

                                      
SECTION 6.05. Restrictive
Agreements.  The Borrower will not, and will not permit
any of its Subsidiaries to, directly or indirectly, enter into, incur or permit
to exist any agreement or other arrangement that prohibits, restricts or imposes
any condition upon (a) the ability of the Borrower or any Subsidiary to create,
incur or permit to exist any Lien upon any of its property or assets or (b) the
ability of any Subsidiary to pay dividends or other distributions with respect
to any of its Equity Interests or to make or repay loans or advances to the
Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or
any other Subsidiary; provided that the foregoing shall not apply to (i)
restrictions and conditions imposed by law or by any Loan Document, (ii)
restrictions and conditions existing on the date

        


        
          
            
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         hereof
identified on Schedule
6.05 (but shall apply to any extension or renewal of, or any amendment or
modification expanding the scope of, any such restriction or condition), (iii)
customary restrictions and conditions contained in agreements relating to the
sale of a Subsidiary pending such sale, provided such restrictions and
conditions apply only to the Subsidiary that is to be sold and such sale is
permitted hereunder, (iv) restrictions on specific assets which assets are the
subject of purchase money security interests to the extent permitted under
Section 6.02, (v) customary anti-assignment provisions contained in leases and
licensing agreements entered into by the Borrower or any Subsidiary in the
ordinary course of business, (vi) restrictions and conditions imposed by any
Person providing the Indebtedness permitted by Section 6.01(h) if such
restrictions or conditions apply only to the property or assets securing such
Indebtedness, (vii) restrictions and conditions imposed under a Permitted
Receivables Financing, (viii) any restrictions on the ability of any Subsidiary
to make or repay loans or advances to the Borrower or any other Subsidiary or to
transfer property to the Borrower or any Subsidiary or to guaranty Indebtedness
of the Borrower or any Subsidiary contained in the subordination provisions of
any Subordinated Debt permitted hereunder, (ix) restrictions and conditions
existing in any Indebtedness of any Person that becomes a Subsidiary after the
Effective Date, provided that (A) 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 (B) the aggregate
principal amount of all Indebtedness described in this clause (ix) shall not
exceed $25,000,000 at any time outstanding and (x) customary restrictions and
conditions on then-market terms (for the applicable Indebtedness) imposed under
the terms of any other Indebtedness permitted under Section
6.01(i).

         

        SECTION
6.06. Restricted
Payments.  The Borrower will not, and will not permit any of
its Subsidiaries to, declare or make, or agree to pay or make, directly or
indirectly, any Restricted Payment, except (a) the Borrower may declare and pay
dividends with respect to its Equity Interests payable solely in additional
shares of its common stock, (b) Subsidiaries may declare and pay dividends
ratably with respect to their Equity Interests, (c) the Borrower may make
Restricted Payments pursuant to and in accordance with stock option plans or
other benefit plans for management or employees of the Borrower and its
Subsidiaries and (d) the Borrower and its Subsidiaries may make any other
Restricted Payment so long as (i) no Default or Event of Default has occurred
and is continuing prior to making such Restricted Payment or would arise after
giving effect (including pro forma effect) thereto and (ii) the Leverage Ratio,
calculated on a pro forma basis reasonably satisfactory to the Administrative
Agent both before and after giving effect to such Restricted Payment, is in each
case less than 2.50 to 1.00.

         

        SECTION
6.07. Loan Party
Assets.  The Borrower will not permit the Loan Party Asset
Amount to be less than $500,000,000 at any time.

         

        SECTION
6.08. Financial
Covenants.

         

        (a) Minimum Interest Coverage
Ratio.  The Borrower will not permit the ratio (the “Interest Coverage
Ratio”), determined as of the end of each of its fiscal quarters ending
on and after September 30, 2009 for the period of four (4) consecutive fiscal
quarters ending with the end of such fiscal quarter, of (i) Consolidated EBITDA
to (ii) Consolidated Interest Expense, all calculated for the Borrower and its
Subsidiaries on a consolidated basis, to be less than 4.0 to 1.0.

         

        (b) Maximum Leverage
Ratio.  The Borrower will not permit the ratio (the “Leverage Ratio”),
determined as of the end of each of its fiscal quarters ending on and after
September 30, 2009, of (i) Consolidated Total Indebtedness to (ii) Consolidated
EBITDA for the period of four (4) consecutive fiscal quarters ending with the
end of such fiscal quarter, all calculated for the Borrower and its Subsidiaries
on a consolidated basis, to be greater than 3.0 to 1.0.

         

        


        
          
            
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        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 or any reimbursement
obligation in respect of any LC Disbursement when and as the same shall become
due and payable, whether at the due date thereof or at a date fixed for
prepayment thereof or otherwise;

         

        (b) the
Borrower 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 five days;

         

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

         

        (d) the
Borrower shall fail to observe or perform any covenant, condition or agreement
contained in Section 5.02(a), 5.03 (with respect to the Borrower’s legal
existence), 5.08 or 5.09 or in Article VI;

         

        (e) the
Borrower or any Subsidiary Guarantor shall fail to observe or perform any
covenant, condition or agreement contained in this Agreement (other than those
specified in clause (a), (b) or (d) of this Article) or any other Loan Document
in each case required to be observed or performed by it, and 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
Borrower or any Subsidiary shall fail to make any payment of principal of any of
its Material Indebtedness at the scheduled due date thereof and such failure
shall continue beyond any applicable grace period;

         

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

         

                                        
(h) an involuntary proceeding shall be commenced or an involuntary petition
shall be filed seeking (i) liquidation, reorganization or other relief in
respect of the Borrower or any Material Worldwide 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

        


        
          
            
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        effect or
(ii) the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for the Borrower or any Material Worldwide
Subsidiary or for a substantial part of its assets, and, in any such case, such
proceeding or petition shall continue undismissed for 60 days or an order or
decree approving or ordering any of the foregoing shall be entered;

         

        (i) the
Borrower or any Material Worldwide 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 Borrower or any Material Worldwide Subsidiary or for a
substantial part of its assets, (iv) file an answer admitting the material
allegations of a petition filed against it in any such proceeding, (v) make a
general assignment for the benefit of creditors or (vi) take any action for the
purpose of effecting any of the foregoing;

         

        (j) the
Borrower or any Material Worldwide Subsidiary shall admit in writing its
inability to pay, 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
$100,000,000 which is not otherwise covered by insurance shall be rendered
against the Borrower, any Subsidiary or any combination thereof and the same
shall remain undischarged for a period of 45 consecutive days during which
execution shall not be effectively stayed, or any action shall be legally taken
by a judgment creditor to attach or levy upon any assets of the Borrower or any
Subsidiary to enforce any such judgment;

         

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

         

        (m) a Change
in Control shall occur;

         

        (n) any
material provision of any Loan Document (other than a Collateral Document unless
there then exists a Collateral Period) for any reason ceases to be valid,
binding and enforceable in accordance with its terms (or the Borrower or any
Subsidiary shall challenge the enforceability of any Loan Document (other than a
Collateral Document unless there then exists a Collateral Period) or shall
assert in writing, or engage in any action or inaction based on any such
assertion, that any provision of any of the Loan Documents has ceased to be or
otherwise is not valid, binding and enforceable in accordance with its terms);
or

         

        (o) at any
time during a Collateral Period, any Collateral Document shall for any reason
fail to create a valid and perfected first priority security interest in any
material portion of the Collateral purported to be covered thereby, except as
permitted by the terms of any Loan Document;

         

        then, and
in every such event (other than an event with respect to 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

        


        
          
            
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        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 accrued hereunder and under the other
Loan Documents, 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 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 accrued hereunder and under the other
Loan Documents, 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.  Upon the occurrence and during the continuance of an
Event of Default, the Administrative Agent may, and at the request of the
Required Lenders shall, exercise any rights and remedies provided to the
Administrative Agent under the Loan Documents or at law or equity, including all
remedies provided under the UCC.

         

         

        ARTICLE
VIII

         

         

        


         

         

        The Administrative
Agent

         

        Each of
the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative
Agent as its agent and authorizes the Administrative Agent to take such actions
on its behalf, including execution of the other Loan Documents, 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 Borrower 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 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 Borrower or any of its 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 willful
misconduct.  The Administrative Agent shall be deemed not to have
knowledge of any Default unless and until written notice thereof is given to the
Administrative Agent by 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 hereunder or in connection with any Loan Document, (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,

        


        
          
            
               
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        effectiveness
or genuineness of any Loan Document or any other agreement, instrument or
document (v) the creation, perfection or priority of Liens on the Collateral or
the existence of the Collateral, or (vi) 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 the Borrower), independent
accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.

         

        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, the Issuing Bank and the Borrower.  Upon any
such resignation, the Required Lenders shall have the right, with the consent of
the Borrower (such consent not to be unreasonably withheld), to appoint a
successor; provided that no such consent of the Borrower shall be required in
the event a Default or Event of Default has occurred and is
continuing.  If no successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within 30 days after
the retiring Administrative Agent gives notice of its resignation, then the
retiring Administrative Agent may, on behalf of the Lenders and the Issuing
Bank, appoint a successor Administrative Agent which shall be a bank with an
office in New York, New York, or an Affiliate of any such bank.  Upon
the acceptance of its appointment as Administrative Agent hereunder by a
successor, such successor shall succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Administrative Agent, and
the retiring Administrative Agent shall be discharged from its duties and
obligations hereunder.  The fees payable by the 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, any other Loan Document or
any related agreement or any document furnished hereunder or
thereunder.

         

                                      
None of the Lenders, if any, identified in this Agreement as a Co-Syndication
Agent or Co-Documentation Agent shall have any right, power, obligation,
liability, responsibility or duty under

        


        
          
            
               


            

            
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        this
Agreement other than those applicable to all Lenders as such.  Without
limiting the foregoing, none of such Lenders shall have or be deemed to have a
fiduciary relationship with any Lender.  Each Lender hereby makes the
same acknowledgments with respect to the relevant Lenders in their capacity as
Co-Syndication Agents or Co-Documentation Agents as it makes with respect to the
Administrative Agent in the preceding paragraph.

         

        Except
with respect to the exercise of setoff rights of any Lender, in accordance with
Section 9.08, the proceeds of which are applied in accordance with this
Agreement, each Lender agrees that it will not take any action, nor institute
any actions or proceedings, against the Borrower or with respect to any Loan
Document, without the prior written consent of the Required Lenders or, as may
be provided in this Agreement or the other Loan Documents, with the consent of
the Administrative Agent.

         

        The
Lenders are not partners or co-venturers, and no Lender shall be liable for the
acts or omissions of, or (except as otherwise set forth herein in the case of
the Administrative Agent) authorized to act for, any other
Lender.  The Administrative Agent shall have the exclusive right on
behalf of the Lenders to enforce the payment of the principal of and interest on
any Loan after the date such principal or interest has become due and payable
pursuant to the terms of this Agreement.

         

        In its
capacity as Administrative Agent, the Administrative Agent is a “representative”
of the Holders of Secured Obligations within the meaning of the term “secured
party” as defined in the New York Uniform Commercial Code.  Each
Lender authorizes the Administrative Agent to enter into each of the Collateral
Documents to which it is a party and to take all action contemplated by such
documents.  Each Lender agrees that no Holder of Secured Obligations
(other than the Administrative Agent) shall have the right individually to seek
to realize upon the security or Lien granted by any Collateral Document, it
being understood and agreed that such rights and remedies may be exercised
solely by the Administrative Agent for the benefit of the Holders of Secured
Obligations upon the terms of the Collateral Documents.  In the event
that any Collateral is hereafter pledged by any Loan Party as collateral
security for the Secured Obligations, the Administrative Agent is hereby
authorized, and hereby granted a power of attorney, to execute and deliver on
behalf of the Holders of Secured Obligations any Loan Documents necessary or
appropriate to grant and perfect a Lien on such Collateral in favor of the
Administrative Agent on behalf of the Holders of Secured
Obligations.  The Lenders hereby authorize the Administrative Agent,
at its option and in its discretion, to release any Lien granted to or held by
the Administrative Agent upon any Collateral (i) as described in Section
9.02(c); (ii) as permitted by, but only in accordance with, the terms of the
applicable Loan Document; or (iii) if approved, authorized or ratified in
writing by the Required Lenders, unless such release is required to be approved
by all of the Lenders hereunder.  Upon request by the Administrative
Agent at any time, the Lenders will confirm in writing the Administrative
Agent’s authority to release particular types or items of Collateral pursuant
hereto or to any other Loan Document.  Upon any sale or transfer of
assets constituting Collateral which is permitted pursuant to the terms of any
Loan Document, or consented to in writing by the Required Lenders or all of the
Lenders, as applicable, and upon at least five (5) Business Days’ prior written
request by the Borrower to the Administrative Agent, the Administrative Agent
shall (and is hereby irrevocably authorized by the Lenders to) execute such
documents as may be necessary to evidence the release of the Liens granted to
the Administrative Agent for the benefit of the Holders of Secured Obligations
herein or pursuant hereto or pursuant to any other Loan Document upon the
Collateral that was sold or transferred; provided, however, that (i) the
Administrative Agent shall not be required to execute any such document on terms
which, in the Administrative Agent’s opinion, would expose the Administrative
Agent to liability or create any obligation or entail any consequence other than
the release of such Liens without recourse or warranty, and (ii) such release
shall not in any manner discharge, affect or impair the Secured Obligations or
any Liens upon (or obligations of the Borrower or any Subsidiary in respect of)
all interests retained by the Borrower or any Subsidiary, including (without
limitation) the proceeds of the sale, all of which shall continue to constitute
part of the Collateral.

         

        


        
          
            
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        The
Borrower, on its behalf and on behalf of its Subsidiaries, and each Lender, on
its behalf and on the behalf of its affiliated Holders of Secured Obligations,
hereby irrevocably constitute the Administrative Agent as the holder of an
irrevocable power of attorney (fondé de pouvoir within the
meaning of Article 2692 of the Civil Code of Québec) in order to hold hypothecs
and security granted by the Borrower or any Subsidiary on property pursuant to
the laws of the Province of Quebec to secure obligations of the Borrower or any
Subsidiary under any bond, debenture or similar title of indebtedness issued by
the Borrower or any Subsidiary in connection with this Agreement, and agree that
the Administrative Agent may act as the bondholder and mandatary with respect to
any bond, debenture or similar title of indebtedness that may be issued by the
Borrower or any Subsidiary and pledged in favor of the Holders of Secured
Obligations in connection with this Agreement.  Notwithstanding the
provisions of Section 32 of the An Act respecting the special powers of legal
persons (Quebec), JPMorgan Chase Bank, N.A. as Administrative Agent may acquire
and be the holder of any bond issued by the Borrower or any Subsidiary in
connection with this Agreement (i.e., the fondé de pouvoir may acquire and hold
the first bond issued under any deed of hypothec by the Borrower or any
Subsidiary).

         

        The
Administrative Agent is hereby authorized to execute and deliver any documents
necessary or appropriate to create and perfect the rights of pledge for the
benefit of the Holders of Secured Obligations including a right of pledge with
respect to the entitlements to profits, the balance left after winding up and
the voting rights of the Borrower as ultimate parent of any subsidiary of the
Borrower which is organized under the laws of the Netherlands and the Equity
Interests of which are pledged in connection herewith (a “Dutch
Pledge”).  Without prejudice to the provisions of this
Agreement and the other Loan Documents, the parties hereto acknowledge and agree
with the creation of parallel debt obligations of the Borrower or any relevant
Subsidiary as will be described in any Dutch Pledge (the “Parallel Debt”),
including that any payment received by the Administrative Agent in respect of
the Parallel Debt will - conditionally upon such payment not subsequently being
avoided or reduced by virtue of any provisions or enactments relating to
bankruptcy, insolvency, preference, liquidation or similar laws of general
application - be deemed a satisfaction of a pro rata portion of the
corresponding amounts of the  Obligations, and any payment to the
Holders of Secured Obligations in satisfaction of the Obligations shall -
conditionally upon such payment not subsequently being avoided or reduced by
virtue of any provisions or enactments relating to bankruptcy, insolvency,
preference, liquidation or similar laws of general application - be deemed as
satisfaction of the corresponding amount of the Parallel Debt.  The
parties hereto acknowledge and agree that, for purposes of a Dutch Pledge, any
resignation by the Administrative Agent is not effective until its rights under
the Parallel Debt are assigned to the successor Administrative
Agent.

         

        The
parties hereto acknowledge and agree for the purposes of taking and ensuring the
continuing validity of German law governed pledges (Pfandrechte) with the
creation of parallel debt obligations of the Borrower as will be further
described in a separate German law governed parallel debt
undertaking.  The Administrative Agent shall (i) hold such parallel
debt undertaking as fiduciary agent (Treuhaender) and (ii)
administer and hold as fiduciary agent (Treuhaender) any pledge
created under a German law governed Collateral Document which is created in
favor of any Holder of the Secured Obligations or transferred to any Holder of
the Secured Obligations due to its accessory nature (Akzessorietaet), in each case
in its own name and for the account of the Holders of the Secured
Obligations.  Each Lender, on its own behalf and on behalf of its
affiliated Holders of Secured Obligations, hereby authorizes the Administrative
Agent to enter as its agent in its name and on its behalf into any German law
governed Collateral Document, to accept as its agent in its name and on its
behalf any pledge under such Collateral Document and to agree to and execute as
agent its in its name and on its behalf any amendments, supplements and other
alterations to any such Collateral Document and to release any such Collateral
Document and any pledge created under any such Collateral Document in accordance
with the provisions herein and/or the provisions in any such Collateral
Document.

         

        


        
          
            
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        ARTICLE
IX

         

         

        


         

         

        Miscellaneous

         

        SECTION
9.01. Notices.  (a)   Except in the
case of notices and other communications expressly permitted to be given by
telephone (and 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 telecopy, as follows:

         

        (i) if to the
Borrower, to it at 740 West New Circle Road, Lexington,
Kentucky  40550, Attention of Bruce Frost, Treasurer (Telecopy No.
(859) 232-5137);

         

        (ii) if to the
Administrative Agent, (A) in the case of all Borrowings, to JPMorgan Chase Bank,
N.A., 10 South Dearborn Street, 7th Floor,
Chicago, Illinois 60603, Attention of Phyllis Huggins (Telecopy No. (312)
732-2592) and (B) in the case of Borrowings denominated in Foreign Currencies,
to J.P. Morgan Europe Limited, 125 London Wall, London EC2Y 5AJ, Attention of
Ching Loh (Telecopy No. 44 207 777 2360), and in each case with a copy to
JPMorgan Chase Bank, N.A., 10 South Dearborn Street, 9th Floor,
Chicago, Illinois 60603, Attention of Roman Walczak (Telecopy No. (312)
325-3238);

         

        (iii) if to the
Issuing Bank, to it at JPMorgan Chase Bank, N.A., 10 South Dearborn Street,
7th
Floor, Chicago, Illinois 60603, Attention of Phyllis Huggins (Telecopy No. (312)
732-2592);

         

        (iv) if to the
Swingline Lender, to it at JPMorgan Chase Bank, N.A., 10 South Dearborn Street,
7th
Floor, Chicago, Illinois 60603, Attention of Phyllis Huggins (Telecopy No. (312)
732-2592); and

         

        (v) if to any
other Lender, to it at its address (or telecopy 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; provided that the foregoing shall not apply to notices
pursuant to Article II unless otherwise agreed by the Administrative Agent and
the applicable Lender.  The Administrative Agent or the Borrower may,
in its discretion, agree to accept notices and other communications to it
hereunder by electronic communications pursuant to procedures approved by it;
provided that approval of such procedures may be limited to particular notices
or communications.

         

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

         

                                        SECTION
9.02. Waivers;
Amendments.  (a)    No failure or delay by the
Administrative Agent, the Issuing Bank or any Lender in exercising any right or
power hereunder or under any other Loan Document shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or
any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power.  The rights and remedies of the Administrative Agent,
the Issuing Bank and the Lenders hereunder and under the other Loan Documents
are cumulative and are not exclusive of any rights or remedies that they would
otherwise

        


        
          
            
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        have.  No
waiver of any provision of any Loan Document or consent to any departure by the
Borrower therefrom shall in any event be effective unless the same shall be
permitted by paragraph (b) of this Section, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given.  Without limiting the generality of the foregoing, the making
of a Loan or issuance of a Letter of Credit shall not be construed as a waiver
of any Default, regardless of whether the Administrative Agent, any Lender or
the Issuing Bank may have had notice or knowledge of such Default at the
time.

         

        (b) Neither
this Agreement nor any provision hereof may be waived, amended or modified
except pursuant to an agreement or agreements in writing entered into by the
Borrower and the Required Lenders or by the Borrower and the Administrative
Agent with the consent of the Required Lenders; provided that no such
agreement shall (i) increase  the Commitment of any Lender without the
written consent of such Lender, (ii) reduce the principal amount of any Loan or
LC Disbursement or reduce the rate of interest thereon, or reduce any fees
payable hereunder, without the written consent of each Lender directly affected
thereby, (iii) postpone the scheduled date of payment of the principal amount of
any Loan or LC Disbursement, or any interest thereon, or any fees payable
hereunder, or reduce the amount of, waive or excuse any such payment, or
postpone the scheduled date of expiration of any Commitment, without the written
consent of each Lender directly affected thereby, (iv) change Section 2.18(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 definition of “Required Lenders” or any other
provision hereof specifying the number or percentage of Lenders required to
waive, amend or modify any rights hereunder or make any determination or grant
any consent hereunder, without the written consent of each Lender, (vi) release
all or substantially all of the Subsidiary Guarantors from their obligations
under the Subsidiary Guaranty, except in connection with a transaction permitted
under this Agreement, without the written consent of each Lender or (vii) except
as provided in clause (c) of this Section or in any Collateral Document, release
all or substantially all of the Collateral, without the written consent of each
Lender; provided further that no such
agreement shall amend, modify or otherwise affect the rights or duties of the
Administrative Agent, the Issuing Bank or the Swingline Lender hereunder without
the prior written consent of the Administrative Agent, the Issuing Bank or the
Swingline Lender, as the case may be.

         

        (c) The
Lenders hereby irrevocably authorize the Administrative Agent, at its option and
in its sole discretion, to release any Liens granted to the Administrative Agent
by the Loan Parties on any Collateral (i) upon the termination of all the
Commitments, payment and satisfaction in full in cash of all Secured Obligations
(other than Unliquidated Obligations), and the cash collateralization of all
Unliquidated Obligations in a manner satisfactory to the Administrative Agent,
(ii) constituting property being sold or disposed of if the Borrower certifies
to the Administrative Agent that the sale or disposition is made in compliance
with the terms of this Agreement or any other applicable Loan Document (and the
Administrative Agent may rely conclusively on any such certificate, without
further inquiry), (iii) constituting property leased to the Borrower or any
Subsidiary under a lease which has expired or been terminated in a transaction
permitted under this Agreement, (iv) as required to effect any sale or other
disposition of such Collateral in connection with any exercise of remedies of
the Administrative Agent and the Lenders pursuant to Article VII, (v) upon
the occurrence of a Collateral Release Date in accordance with the terms and
conditions of Section 5.09(f) and (vi) upon the occurrence of the Collateral
Requirement Termination Date in accordance with the terms and conditions of
Section 5.09(g).  Any such release shall not in any manner discharge,
affect, or impair the Obligations or any Liens (other than those expressly being
released) upon (or obligations of the Loan Parties in respect of) all interests
retained by the Loan Parties, including the proceeds of any sale, all of which
shall continue to constitute part of the Collateral so long as a Collateral
Period is then in effect.

         

        


        
          
            
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        (d) Notwithstanding
anything to the contrary herein, the Administrative Agent may, with the consent
of the Borrower only, amend, modify or supplement this Agreement or any of the
other Loan Documents to cure any ambiguity, omission, mistake, defect or
inconsistency.

         

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

         

        (b) The
Borrower shall indemnify the Administrative Agent, the Issuing Bank and each
Lender, and each Related Party of any of the foregoing Persons (each such Person
being called an “Indemnitee”) against,
and hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses, including the reasonable 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 any Loan Document or any agreement or instrument
contemplated thereby, the performance by the parties hereto of their respective
obligations thereunder or the consummation of the Transactions or any other
transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use
of the proceeds therefrom (including any refusal by the Issuing Bank to honor a
demand for payment under a Letter of Credit if the documents presented in
connection with such demand do not strictly comply with the terms of such Letter
of Credit), (iii) any actual or alleged presence or release of Hazardous
Materials on or from any property owned or operated by the Borrower or any of
its Subsidiaries, or any Environmental Liability related in any way to the
Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory and regardless of whether
any Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses are determined to have
resulted from the gross negligence or willful 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, the Issuing Bank or the Swingline Lender under
paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the
Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may
be, such Lender’s Applicable Percentage (determined as of the time that the
applicable unreimbursed expense or indemnity payment is sought) of such unpaid
amount; provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against the
Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity
as such.

         

        


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

         

        (e) All
amounts due under this Section shall be payable not later than 15 days after
written demand therefor.

         

        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
(including any Affiliate of the Issuing Bank that issues any Letter of Credit),
except that (i) the Borrower may not 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 Borrower without such consent
shall be null and void) 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 (including any Affiliate of
the Issuing Bank that issues any Letter of Credit), 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 Issuing Bank and the Lenders) any legal or equitable right, remedy or claim
under or by reason of this Agreement.

         

        (b)(i)    Subject
to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to
one or more assignees all or a portion of its rights and obligations under this
Agreement (including all or a portion of its Commitment and the 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 has occurred
and is continuing, any other assignee;

         

        (B) the
Administrative Agent; and

         

        (C) the
Issuing Bank.

                                          


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

         

        (A)
except in the case of an assignment to a Lender or an Affiliate of a Lender or
an 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
$5,000,000 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 has occurred
and is continuing;

         

        (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;

         

        


        
          
            
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        (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
$3,500; and

         

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

         

        For the
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) a
Lender, (b) an Affiliate of a Lender or (c) 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 2.15,
2.16, 2.17 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 and LC
Disbursements owing to, each Lender pursuant to the terms hereof from time to
time (the “Register”).  The
entries in the Register shall be conclusive, and the Borrower, the
Administrative Agent, the Issuing Bank and the Lenders may treat each Person
whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary.  The Register shall be available for inspection by the
Borrower, the Issuing Bank 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; provided that if
either the assigning Lender or the assignee shall have failed to make any
payment required to be made by it pursuant to Section 2.05(c), 2.06(d) or (e),
2.07(b), 2.18(d) or 9.03(c), the Administrative Agent shall have no obligation
to accept such Assignment and Assumption and record the information therein in
the Register unless and until such payment shall have been made in full,
together with all accrued interest thereon.  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, the Administrative Agent, the
Issuing Bank or the Swingline Lender, sell participations to one or more banks
or other entities

        


        
          
            
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        (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 Borrower, the
Administrative Agent, the Issuing Bank and the other Lenders shall continue to
deal solely and directly with such Lender in connection with such Lender’s
rights and obligations under this Agreement.  Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Agreement and to
approve any amendment, modification or waiver of any provision of this
Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver
described in the first proviso to Section 9.02(b) that affects such
Participant.  Subject to paragraph (c)(ii) of this Section, the
Borrower agrees that each Participant shall be entitled to the benefits of
Sections 2.15, 2.16 and 2.17 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to 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 2.18(c) as though it were a
Lender.

         

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

         

        (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,
including without limitation 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.

         

        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 and issuance of any Letters of Credit, regardless of any investigation
made by any such other party or on its behalf and notwithstanding that the
Administrative Agent, the Issuing Bank or any Lender may have had notice or
knowledge of any Default or incorrect representation or warranty at the time any
credit is extended hereunder, and shall continue in full force and effect as
long as the principal of or any accrued interest on any Loan or any fee or any
other amount payable under this Agreement or any other Loan Document is
outstanding and unpaid or any Letter of Credit is outstanding and so long as the
Commitments have not expired or terminated.  The provisions of
Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in
full force and effect regardless of the consummation of the transactions
contemplated hereby, the repayment of the Loans, the expiration or termination
of the Letters of Credit and the Commitments or the termination of this
Agreement or any other Loan Document 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

        


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

         

        SECTION
9.07. Severability.  Any
provision of any Loan Document 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 thereof; 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 Borrower or any
Subsidiary Guarantor against any of and all the Obligations held by such Lender,
irrespective of whether or not such Lender shall have made any demand under the
Loan Documents and although such obligations may be unmatured.  The
rights of each Lender under this Section are in addition to other rights and
remedies (including other rights of setoff) which such Lender may
have.

         

        SECTION
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) 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 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, the Issuing Bank or any Lender may otherwise have to bring
any action or proceeding relating to this Agreement or any other Loan Document
against any Loan Party or its properties in the courts of any
jurisdiction.

         

        (c) 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 New York state or
Federal court.  Each of the parties hereto hereby irrevocably waives,
to the fullest extent permitted by law, the defense of an inconvenient forum to
the maintenance of such action or proceeding in any such court.

         

        


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

         

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

         

        SECTION
9.12. Confidentiality.  Each
of the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain
the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its and its Affiliates’ directors, officers,
employees and agents, including accountants, legal counsel and other advisors
(it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep
such Information confidential), (b) to the extent requested by any regulatory
authority, (c) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process, (d) to any other party to this Agreement,
(e) in connection with the exercise of any remedies 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 Borrower and its obligations, (g) with the consent of the
Borrower or (h) to the extent such Information (i) becomes publicly available
other than as a result of a breach of this Section or (ii) becomes available to
the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential
basis from a source other than the Borrower.  For the purposes of this
Section, “Information” means
all information received from the Borrower relating to the Borrower or its
business, other than any such information that is available to the
Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis
prior to disclosure by the Borrower; provided that, in the
case of information received from 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.  Unless specifically
prohibited by applicable law or court order, each of the Lenders and the
Administrative Agent shall, prior to disclosure thereof, make reasonable efforts
to notify the Borrower of any request for disclosure of any such non-public
information by any governmental agency or representative thereof (other than any
such request in connection with an examination of the financial condition of
such Lender by such governmental agency) or pursuant to legal
process.

         

        


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

         

        SECTION
9.14. Appointment for
Perfection.  Each Lender hereby appoints each other Lender as
its agent for the purpose of perfecting Liens, for the benefit of the
Administrative Agent and the Holders of Secured Obligations, in assets which, in
accordance with Article 9 of the UCC or any other applicable law can be
perfected only by possession.  Should any Lender (other than the
Administrative Agent) obtain possession of any such Collateral, such Lender
shall notify the Administrative Agent thereof, and, promptly upon the
Administrative Agent’s request therefor shall deliver such Collateral to the
Administrative Agent or otherwise deal with such Collateral in accordance with
the Administrative Agent’s instructions.

         

        [Signature
Pages Follow]

        


        
          
            
               


            

            
              72 


              
                

              

            

            
               


            

          

        

        




        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.

         

        


        LEXMARK
INTERNATIONAL, INC., as the Borrower:

        


        


        By: /s/ Bruce J.
Frost                                                                                              
                                                                                     

        Name:
Bruce J. Frost

        Title:
Treasurer

        


        


        


        


        
          
            
              
                Signature
Page to Credit Agreement

                Lexmark
International, Inc.  

              

            

            
               


              
                

              

            

            
               


            

          

        

        


        


        


        JPMORGAN
CHASE BANK, N.A., individually and as Administrative Agent

        


        


        By: /s/ Lisa
Whatley                                                                                                                                                                                         

        Name:
Lisa Whatley

        Title:
Senior Vice President

        


        


        


        
          
            
               


            

            
              
                Signature
Page to Credit Agreement

                Lexmark
International, Inc.  

              

              
                

              

            

            
               


            

          

        

        


        


        


        BANK OF
AMERICA, N.A., as Syndication Agent and as a Lender

        


        


        By: /s/ Debra E.
Delvecchio                                                                                                                                                                                   

        Name:
Debra E. Delvecchio

        Title:
Managing Director

        


        


        
          
            
                


                Signature
Page to Credit Agreement

                Lexmark
International, Inc.  

              

            

            
               


              
                

              

            

            
               


            

          

        

        


        


        


        CITIBANK,
N.A., as a Co-Documentation Agent and as a Lender

        


        


        By: /s/ James M.
Walsh                                                                                                                                                                                            

        Name:
James M. Walsh

        Title:
Managing Director

        


        


        
          
            
               


                Signature
Page to Credit Agreement

                Lexmark
International, Inc.  

              

            

            
               


              
                

              

            

            
               


            

          

        

        



        SUNTRUST BANK, as a
Co-Documentation Agent and as a Lender

        


        


        By: /s/ Brian C.
Wille                                                                                                     
                                                                                     

        Name:
Brian C. Wille

        Title:
Vice President

        


        


        
          
            
               


                Signature
Page to Credit Agreement

                Lexmark
International, Inc.  

              

            

            
               


              
                

              

            

            
               


            

          

        

        



        THE BANK
OF NOVA SCOTIA, as a Lender

        


        


        By: /s/ Ning
Cai                                                                                                                     
                                                                                     

        Name:
Ning (Clare) Cai

        Title:
Director

        


        


        
          
            
               


                Signature
Page to Credit Agreement

                Lexmark
International, Inc.  

              

            

            
               


              
                

              

            

            
               


            

          

        

        



        BANK OF
TOKYO-MITSUBISHI UFJ TRUST COMPANY, as a Lender

        


        


        By: /s/ Kenneth
Egusa                                                                                                        

        Name: Ken
Egusa

        Title:
Vice President

        


        


        
          
            
               


                Signature
Page to Credit Agreement

                Lexmark
International, Inc.  

              

            

            
               


              
                

              

            

            
               


            

          

        

        




        THE
NORTHERN TRUST COMPANY, as a Lender

        


        


        By: /s/ Phillip
McCaulay                                                                                                         
                                                                                     

        Name:
Phillip McCaulay

        Title:
Vice President

        


        


        
          
            
               


                Signature
Page to Credit Agreement

                Lexmark
International, Inc.  

              

            

            
               


              
                

              

            

            
               


            

          

        

         

        



        FIFTH
THIRD BANK, as a Lender

        


        


        By: /s/ Michael J.
Schultz                                                                                                            
                                                                                     

        Name:
Michael J. Schultz, Jr.

        Title:
Vice President

        


        


        
          
            
               


                Signature
Page to Credit Agreement

                Lexmark
International, Inc.  

              

            

            
               


              
                

              

            

            
               


            

          

        

        



        


         

        SCHEDULE
2.01

         

         

        


         

         

        COMMITMENTS

         

        
          
            
              
                	
                        LENDER

                      	
                        COMMITMENT

                      
	 
      	 
      
	
                        JPMORGAN
      CHASE BANK, N.A.

                      	
                        $60,000,000

                      
	 
      	 
      
	
                        BANK
      OF AMERICA, N.A.

                      	
                        $45,000,000

                      
	 
      	 
      
	
                        CITIBANK,
      N.A.

                      	
                        $40,000,000

                      
	 
      	 
      
	
                        SUNTRUST
      BANK

                      	
                        $40,000,000

                      
	 
      	 
      
	
                        THE
      BANK OF NOVA SCOTIA

                      	
                        $30,000,000

                      
	 
      	 
      
	
                        BANK
      OF TOKYO-MITSUBISHI UFJ TRUST COMPANY

                      	
                        $30,000,000

                      
	 
      	 
      
	
                        THE
      NORTHERN TRUST COMPANY

                      	
                        $15,000,000

                      
	 
      	 
      
	
                        FIFTH
      THIRD BANK

                      	
                        $15,000,000

                      
	 
      	 
      
	
                        AGGREGATE
      COMMITMENT

                      	
                        $275,000,000

                      


              

            

          

        

        


        


        
          
            
               


            

            
               


              
                

              

            

            
               


            

          

        

        



        SCHEDULE
2.02

        


        MANDATORY
COST

        


        
          	
                  1.  

                	
                  The
      Mandatory Cost is an addition to the interest rate to compensate Lenders
      for the cost of compliance with (a) the requirements of the Bank of
      England and/or the Financial Services Authority (or, in either case, any
      other authority which replaces all or any of its functions) or (b) the
      requirements of the European Central
Bank.

                


        

         

        
          	
                  2.  

                	
                  On
      the first day of each Interest Period (or as soon as possible thereafter)
      the Administrative Agent shall calculate, as a percentage rate, a rate
      (the “Associated
      Costs Rate”) for each Lender, in accordance with the paragraphs set
      out below.  The Mandatory Cost will be calculated by the
      Administrative Agent as a weighted average of the Lenders' Associated
      Costs Rates (weighted in proportion to the percentage participation of
      each Lender in the relevant Loan) and will be expressed as a percentage
      rate per annum.

                


        

         

        
          	
                  3.  

                	
                  The
      Associated Costs Rate for any Lender lending from a Facility Office in a
      Participating Member State will be the percentage notified by that Lender
      to the Administrative Agent.  This percentage will be certified
      by that Lender in its notice to the Administrative Agent to be its
      reasonable determination of the cost (expressed as a percentage of that
      Lender's participation in all Loans made from that Facility Office) of
      complying with the minimum reserve requirements of the European Central
      Bank in respect of loans made from that Facility
  Office.

                


        

         

        
          	
                  4.  

                	
                  The
      Associated Costs Rate for any Lender lending from a Facility Office in the
      United Kingdom will be calculated by the Administrative Agent as
      follows:

                


        

         

        
          	
                  (a)  

                	
                  in
      relation to a Loan in Pounds
Sterling:

                


        

        
 

        
          AB + C(B-D) + E X
0.01  per cent. per annum

                  100
- (A+C)



        
          	
                  (b)  

                	
                  in
      relation to a Loan in any currency other than British Pounds
      Sterling:

                


        

         

        


          E x 0.01 per cent. per annum.

              300

 Where:

         

        
          	
                   
      

                	
                  A

                	
                  is
      the percentage of Eligible Liabilities (assuming these to be in excess of
      any stated minimum) which that Lender is from time to time required to
      maintain as an interest free cash ratio deposit with the Bank of England
      to comply with cash ratio
requirements.

                


        

         

        
          	
                   
      

                	
                  B

                	
                  is
      the percentage rate of interest (excluding the Applicable LIBOR Rate and
      the Mandatory Cost and, if the Loan is an Unpaid Sum, the additional rate
      of interest specified in Section 2.13(c) payable for the relevant Interest
      Period on the Loan.

                


        

         

        
          	
                   
      

                	
                  C

                	
                  is
      the percentage (if any) of Eligible Liabilities which that Lender is
      required from time to time to maintain as interest bearing Special
      Deposits with the Bank of England.

                


        

         

        


        
          
            
               


            

            
               


              
                

              

            

            
               


            

          

        

        



        
          	
                   
      

                	
                  D

                	
                  is
      the percentage rate per annum payable by the Bank of England to the
      Administrative Agent on interest bearing Special
  Deposits.

                


        

         

        
          	
                   
      

                	
                  E

                	
                  is
      designed to compensate Lenders for amounts payable under the Fees Rules
      and is calculated by the Administrative Agent as being the average of the
      most recent rates of charge supplied by the Reference Banks to the
      Administrative Agent pursuant to paragraph 7 below and expressed in pounds
      per £1,000,000.

                


        

         

        
          	
                  5.  

                	
                  For
      the purposes of this Schedule:

                


        

         

        
          	
                  (a)  

                	
                  “Eligible Liabilities”
      and “Special
      Deposits” have the meanings given to them from time to time under
      or pursuant to the Bank of England Act 1998 or (as may be appropriate) by
      the Bank of England;

                


        

         

        
          	
                  (b)  

                	
                  “Facility Office” means
      the office or offices notified by a Lender to the Administrative Agent in
      writing on or before the date it becomes a Lender (or, following that
      date, by not less than five Business Days’ written notice) as the office
      or offices through which it will perform its obligations under this
      Agreement.

                


        

         

        
          	
                  (c)  

                	
                  “Fees Rules” means the
      rules on periodic fees contained in the FSA Supervision Manual or such
      other law or regulation as may be in force from time to time in respect of
      the payment of fees for the acceptance of
  deposits;

                


        

         

        
          	
                  (d)  

                	
                  “Fee Tariffs” means the
      fee tariffs specified in the Fees Rules under the activity group A.1
      Deposit acceptors (ignoring any minimum fee or zero rated fee required
      pursuant to the Fees Rules but taking into account any applicable discount
      rate);

                


        

         

        
          	
                  (e)  

                	
                  “Participating Member
      State” means any member state of the European Union that adopts or
      has adopted the euro as its lawful currency in accordance with legislation
      of the European Union relating to economic and monetary
    union.

                


        

         

        
          	
                  (f)  

                	
                  “Reference Banks” means,
      in relation to Mandatory Cost, the principal London offices of JPMorgan
      Chase Bank, N.A.

                


        

         

        
          	
                  (g)  

                	
                  “Tariff Base” has the
      meaning given to it in, and will be calculated in accordance with, the
      Fees Rules.

                


        

         

        
          	
                  (h)  

                	
                  “Unpaid Sum” means any
      sum due and payable but unpaid by the Borrower under the Loan
      Documents.

                


        

         

        
          	
                  6.  

                	
                  In
      application of the above formulae, A, B, C and D will be included in the
      formulae as percentages (i.e. 5 per cent. will be included in the formula
      as 5 and not as 0.05).  A negative result obtained by
      subtracting D from B shall be taken as zero.  The resulting
      figures shall be rounded to four decimal
places.

                


        

         

        


        
          
            
               


            

            
              2 


              
                

              

            

            
               


            

          

        

         

        
          	
                  7.  

                	
                  If
      requested by the Administrative Agent, each Reference Bank shall, as soon
      as practicable after publication by the Financial Services Authority,
      supply to the Administrative Agent, the rate of charge payable by that
      Reference Bank to the Financial Services Authority pursuant to the Fees
      Rules in respect of the relevant financial year of the Financial Services
      Authority (calculated for this purpose by that Reference Bank as being the
      average of the Fee Tariffs applicable to that Reference Bank for that
      financial year) and expressed in pounds per £1,000,000 of the Tariff Base
      of that Reference Bank.

                


        

         

        
          	
                  8.  

                	
                  Each
      Lender shall supply any information required by the Administrative Agent
      for the purpose of calculating its Associated Costs Rate.  In
      particular, but without limitation, each Lender shall supply the following
      information on or prior to the date on which it becomes a
      Lender:

                


        

         

        
          	
                  (a)  

                	
                  the
      jurisdiction of its Facility Office;
and

                


        

         

        
          	
                  (b)  

                	
                  any
      other information that the Administrative Agent may reasonably require for
      such purpose.

                


        

         

        Each
Lender shall promptly notify the Administrative Agent of any change to the
information provided by it pursuant to this paragraph.

         

        
          	
                  9.  

                	
                  The
      percentages of each Lender for the purpose of A and C above and the rates
      of charge of each Reference Bank for the purpose of E above shall be
      determined by the Administrative Agent based upon the information supplied
      to it pursuant to paragraphs 7 and 8 above and on the assumption that,
      unless a Lender notifies the Administrative Agent to the contrary, each
      Lender's obligations in relation to cash ratio deposits and Special
      Deposits are the same as those of a typical bank from its jurisdiction of
      incorporation with a Facility Office in the same jurisdiction as its
      Facility Office.

                


        

         

        
          	
                  10.  

                	
                  The
      Administrative Agent shall have no liability to any person if such
      determination results in an Associated Costs Rate which over or under
      compensates any Lender and shall be entitled to assume that the
      information provided by any Lender or Reference Bank pursuant to
      paragraphs 3, 7 and 8 above is true and correct in all
      respects.

                


        

         

        
          	
                  11.  

                	
                  The
      Administrative Agent shall distribute the additional amounts received as a
      result of the Mandatory Cost to the Lenders on the basis of the Associated
      Costs Rate for each Lender based on the information provided by each
      Lender and each Reference Bank pursuant to paragraphs 3, 7 and 8
      above.

                


        

         

        
          	
                  12.  

                	
                  Any
      determination by the Administrative Agent pursuant to this Schedule in
      relation to a formula, the Mandatory Cost, an Associated Costs Rate or any
      amount payable to a Lender shall, in the absence of manifest error, be
      conclusive and binding on all parties
hereto.

                


        

         

        
          
            	
                    13.  

                  	
                    
                      The
      Administrative Agent may from time to time, after consultation with the
      Borrower and the relevant Lenders, determine and notify to all parties
      hereto any amendments which are
required

                    

                  


          

           

        

        


        
          
            
              3 


            

            
               


              
                

              

            

            
               


            

          

        

        



        
          	
                   

                	
                  to
      be made to this Schedule in order to comply with any change in law,
      regulation or any requirements from time to time imposed by the Bank of
      England, the Financial Services Authority or the European Central Bank
      (or, in any case, any other authority which replaces all or any of its
      functions) and any such determination shall, in the absence of manifest
      error, be conclusive and binding on all parties
  hereto.

                


        

         

        


        
          
            
              4 


            

            
               


              
                

              

            

            
               


            

          

        

        



        Schedule
3.01

        


        Subsidiaries
of LEXMARK INTERNATIONAL, INC.

        


        
          
            
              	
                      Subsidiaries

                    	
                      State
      or Country of Incorporation

                    	
                      Material
      WW Subsidiary

                    
	
                      Blue
      Mark International SA

                    	
                      France

                    	
                      No

                    
	
                      CEEmark
      BH d.o.o. Sarajevo

                    	
                      Bosnia

                    	
                      No

                    
	
                      Lexmark
      International Bulgaria EOOD

                    	
                      Bulgaria

                    	
                      No

                    
	
                      CEEmark
      CRT d.o.o

                    	
                      Croatia

                    	
                      No

                    
	
                      CEEmark-CS
      Ltd.

                    	
                      Jersey

                    	
                      No

                    
	
                      CEEmark
      Ltd.

                    	
                      Jersey

                    	
                      No

                    
	
                      Lexmark
      Magyarorszag Kft

                    	
                      Hungary

                    	
                      No

                    
	
                      Lexmark
      International Technology Romania Srl

                    	
                      Romania

                    	
                      No

                    
	
                      CEEmark
      S&M d.o.o. Beograd

                    	
                      Serbia

                    	
                      No

                    
	
                      Lexmark
      Asia Pacific Corporation, Inc.

                    	
                      Delaware

                    	
                      No

                    
	
                      Lexmark
      Canada, Inc.

                    	
                      Canada

                    	
                      No

                    
	
                      Lexmark
      Deutschland GmbH

                    	
                      Germany

                    	
                      No

                    
	
                      Lexmark
      Espana, L.L.C.

                    	
                      Delaware

                    	
                      No

                    
	
                      Lexmark
      Espana, L.L.C. & Cia, S.C.

                    	
                      Spain

                    	
                      No

                    
	
                      Lexmark
      Europe Holding Company I, L.L.C.

                    	
                      Delaware

                    	
                      No

                    
	
                      Lexmark
      Europe Holding Company, II, L.L.C.

                    	
                      Delaware

                    	
                      No

                    
	
                      Lexmark
      Europe S.A.R.L.

                    	
                      France

                    	
                      No

                    
	
                      Lexmark
      Europe Trading Corporation, Inc.

                    	
                      Delaware

                    	
                      No

                    
	
                      Lexmark
      Financial Services, LLC

                    	
                      Delaware

                    	
                      No

                    
	
                      Lexmark
      Government Solutions, LLC

                    	
                      Delaware

                    	
                      No

                    
	
                      Lexmark
      Handelsgesellschaft m.b.H.

                    	
                      Austria

                    	
                      No

                    
	
                      Lexmark
      Internacional Mexicana, S. de R.L. de C.V.

                    	
                      Mexico

                    	
                      No

                    
	
                      Lexmark
      Internacional, S.A. de C.V.

                    	
                      Mexico

                    	
                      No

                    
	
                      Lexmark
      Internacional Servicios, S. de R.L. de C.V.

                    	
                      Mexico

                    	
                      No

                    
	
                      Lexmark
      International Africa Sarl

                    	
                      Morocco

                    	
                      No

                    
	
                      Lexmark
      International Algeria Sarl

                    	
                      Algeria

                    	
                      No

                    
	
                      Lexmark
      International (Asia) S.A.R.L.

                    	
                      Switzerland

                    	
                      No

                    
	
                      Lexmark
      International (Australia) Pty Ltd.

                    	
                      Australia

                    	
                      No

                    
	
                      Lexmark
      International B.V.

                    	
                      Netherlands

                    	
                      No

                    
	
                      Lexmark
      International (China) Limited

                    	
                      Hong
      Kong

                    	
                      No

                    
	
                      Lexmark
      International Czech s.r.o.

                    	
                      Czech
      Republic

                    	
                      No

                    


            

          

        

        


        
          
            
               


            

            
               


              
                

              

            

            
               


            

          

        

        
 

         

        
          
            
              	
                      Subsidiaries

                    	
                      State
      or Country of Incorporation

                    	
                      Material
      WW Subsidiary

                    


            

          

        

        
          
            
              	
                      Lexmark
      International de Argentina, Inc.

                    	
                      Delaware

                    	
                      No

                    
	
                      Lexmark
      International de Chile Ltda

                    	
                      Chile

                    	
                      No

                    
	
                      Lexmark
      International de Mexico, S de RL de CV.

                    	
                      Mexico

                    	
                      No

                    
	
                      Lexmark
      International de Peru, SRL

                    	
                      Peru

                    	
                      No

                    
	
                      Lexmark
      International de Uruguay S.A.

                    	
                      Uruguay

                    	
                      No

                    
	
                      Lexmark
      International do Brasil Ltda

                    	
                      Brazil

                    	
                      No

                    
	
                      Lexmark
      International Egypt Ltd.

                    	
                      Egypt

                    	
                      No

                    
	
                      Lexmark
      International Financial Services Company Ltd.

                    	
                      Ireland

                    	
                      Yes

                    
	
                      Lexmark
      International Hungaria Kft

                    	
                      Hungary

                    	
                      No

                    
	
                      Lexmark
      International (India) Private Limited

                    	
                      India

                    	
                      No

                    
	
                      Lexmark
      International Investment Corporation

                    	
                      Delaware

                    	
                      No

                    
	
                      Lexmark
      International, K.K.

                    	
                      Japan

                    	
                      No

                    
	
                      Lexmark
      International Logistics, BV

                    	
                      Netherlands

                    	
                      No

                    
	
                      Lexmark
      International Ltd.

                    	
                      U.K.

                    	
                      No

                    
	
                      Lexmark
      International (Malaysia) Sdn. Bhd.

                    	
                      Malaysia

                    	
                      No

                    
	
                      Lexmark
      International Manufacturing BV

                    	
                      Netherlands

                    	
                      No

                    
	
                      Lexmark
      International Middle East FZ-LLC

                    	
                      Dubai

                    	
                      No

                    
	
                      Lexmark
      International (Philippines), Inc.

                    	
                      Philippines

                    	
                      No

                    
	
                      Lexmark
      International Polska Sp.Zo.o.

                    	
                      Poland

                    	
                      No

                    
	
                      Lexmark
      International (Portugal) Servicos de Assistencia e Marketing, Unipessoal,
      Lda.

                    	
                      Portugal

                    	
                      No

                    
	
                      Lexmark
      International Puerto Rico

                    	
                      Puerto
      Rico

                    	
                      No

                    
	
                      Lexmark
      International S.A.

                    	
                      Belgium

                    	
                      No

                    
	
                      Lexmark
      International S.A.S.

                    	
                      France

                    	
                      No

                    
	
                      Lexmark
      International SCI

                    	
                      France

                    	
                      No

                    
	
                      Lexmark
      International (Scotland) Ltd.

                    	
                      Scotland

                    	
                      No

                    
	
                      Lexmark
      International Slovakia s.r.o.

                    	
                      Slovakia

                    	
                      No

                    
	
                      Lexmark
      International Service and Support Center Limited

                    	
                      Ireland

                    	
                      No

                    
	
                      Lexmark
      International (Singapore) Pte Ltd.

                    	
                      Singapore

                    	
                      No

                    
	
                      Lexmark
      International South Africa (Pty) Limited

                    	
                      South
      Africa

                    	
                      No

                    
	
                      Lexmark
      International S.r.l.

                    	
                      Italy

                    	
                      No

                    
	
                      Lexmark
      International Technology Hungaria Kft

                    	
                      Hungary

                    	
                      No

                    
	
                      Lexmark
      International Technology S.A.

                    	
                      Switzerland

                    	
                      Yes

                    
	
                      Lexmark
      International Trading Corp.

                    	
                      Delaware

                    	
                      No

                    


            

          

        

        


        
          
            
               


            

            
               


              
                

              

            

            
               


            

          

        

        

          	
                  Subsidiaries

                	
                  State
      or Country of Incorporation

                	
                  Material
      WW Subsidiary

                


        

        
          
            	
                    Lexmark
      Mexico Holding Company, Inc.

                  	
                    Delaware

                  	
                    No

                  
	
                    Lexmark
      Nordic, L.L.C.

                  	
                    Delaware

                  	
                    No

                  
	
                    Lexmark
      Operaciones Mexico, S. de R.L de C.V.

                  	
                    Mexico

                  	
                    No

                  
	
                    Lexmark
      Printer (Shenzhen) Company Ltd

                  	
                    China

                  	
                    No

                  
	
                    Lexmark
      Receivables Corporation

                  	
                    Delaware

                  	
                    No

                  
	
                    Lexmark
      Research & Development Corporation

                  	
                    Philippines

                  	
                    No

                  
	
                    Lexmark
      S.A. (Korea) Ltd.

                  	
                    Korea

                  	
                    No

                  
	
                    Lexmark
      (Schweiz) AG

                  	
                    Switzerland

                  	
                    No

                  
	
                    Lexington
      Tooling Corporation

                  	
                    Delaware

                  	
                    No

                  
	
                    PERA
      Bilgi Islem Urunleri Ticaret Limited Sirketi

                  	
                    Turkey

                  	
                    No

                  
	
                    Societe
      Printmark SA

                  	
                    France

                  	
                    No

                  
	
                    Solution
      Services Europe GmbH

                  	
                    Germany

                  	
                    No

                  


          

        

        


        
          
            
               


            

            
               


              
                

              

            

            
               


            

          

        

        



        Schedule
3.06

        


        Litigation

        


        On
December 30, 2002 (“02 action”) and March 16, 2004 (“04 action”),
Lexmark International, Inc. (filed claims against Static Control Components,
Inc. (“SCC”) in the U.S. District Court for the Eastern District of
Kentucky (the “District Court”) alleging violation of Lexmark’s intellectual
property and state law rights.  Similar claims in a separate action
were filed by Lexmark in the District Court against David Abraham and Clarity
Imaging Technologies, Inc. (“Clarity”) on October 8, 2004.  SCC
and Clarity have filed counterclaims against Lexmark in the District Court
alleging that Lexmark engaged in anti-competitive and monopolistic conduct and
unfair and deceptive trade practices in violation of the Sherman Act, the Lanham
Act and state laws.  SCC has stated in its legal documents that it is
seeking approximately $17.8 million to $19.5 million in damages for
Lexmark’s alleged anticompetitive conduct and approximately $1 billion for
Lexmark’s alleged violation of the Lanham Act.  Clarity has not stated
a damage dollar amount.  SCC and Clarity are seeking treble damages,
attorney fees, costs and injunctive relief.  On September 28,
2006, the District Court dismissed the counterclaims filed by SCC alleging that
Lexmark engaged in anti-competitive and monopolistic conduct and unfair and
deceptive trade practices in violation of the Sherman Act, the Lanham Act and
state laws.  On October 13, 2006, SCC filed a Motion for
Reconsideration of the District Court’s Order dismissing SCC’s claims, or in the
alternative, to amend its pleadings, which the District Court denied on
June 1, 2007.  On October 13, 2006, the District Court
issued an order to stay the action brought against David Abraham and Clarity
until a final judgment or settlement is entered into in the consolidated ‘02 and
‘04 actions.  On June 20, 2007, the District Court Judge ruled
that SCC directly infringed one of Lexmark’s patents-in-suit.  On
June 22, 2007, the jury returned a verdict that SCC did not induce
infringement of Lexmark’s patents-in-suit. As to SCC’s defense that Lexmark has
committed patent misuse, in an advisory, non-binding capacity, the jury did find
some company conduct constituted misuse.  In the jury’s advisory,
non-binding findings, the jury also found that the relevant market was the
cartridge market rather than the printer market and that Lexmark had
unreasonably restrained competition in that market.  On
October 3, 2008, the District Court Judge issued a memorandum opinion
denying various motions made by Lexmark that sought to reverse the jury’s
finding that SCC did not induce infringement of Lexmark’s
patents-in-suit.  The District Court Judge did, however, grant
Lexmark’s motion that SCC’s equitable defenses, including patent misuse, were
moot.  As a result, the jury’s advisory findings on misuse, including
the jury’s finding that the relevant market was the cartridge market rather than
the printer market and that Lexmark had unreasonably restrained competition in
that market, were not adopted by the District Court.  On March 31,
2009, the District Court granted SCC’s Motion for Reconsideration of an earlier
Order that had found Lexmark’s terms used on certain supply items that provide
for an up-front discount in exchange for an agreement to use the supply item
only once were supported by patent law.  The District Court Judge
ruled that after the U.S. Supreme Court’s most recent statement of the law
regarding patent exhaustion, Lexmark may not invoke patent law to enforce these
terms but state contract law may still be invoked.  A final judgment
for the ‘02 action and the ‘04 action has not yet been entered by the District
Court.

        


        


        
          
            
               


            

            
               


              
                

              

            

            
               


            

          

        

        


        Copyright
fees

        


        Certain
countries (primarily in Europe) and/or collecting societies representing
copyright owners’ interests have taken action to impose fees on devices (such as
scanners, printers and multifunction devices) alleging the copyright owners are
entitled to compensation because these devices enable reproducing copyrighted
content.  Other countries are also considering imposing fees on
certain devices.  The amount of fees, if imposed, would depend on the
number of products sold and the amounts of the fee on each product, which will
vary by product and by country.  Lexmark has accrued amounts that it
believes are adequate to address the risks related to the copyright fee issues
currently pending.  The financial impact on Lexmark, which will depend
in large part upon the outcome of local legislative processes, Lexmark’s and
other industry participants’ outcome in contesting the fees and Lexmark’s
ability to mitigate that impact by increasing prices, which ability will depend
upon competitive market conditions, remains uncertain.  As of June 30,
2009, Lexmark has accrued approximately $67 million for pending copyright
fee issues, including litigation proceedings, local legislative initiatives
and/or negotiations with the parties involved.  The remaining balance
accrued for copyright fees relates to amounts Lexmark has agreed to pay to
various parties, including a recent settlement that is discussed further
below.

        


        As of
June 30, 2009, approximately $56 million of the $67 million accrued
for the pending copyright fee issues was related to single function printer
devices sold in Germany prior to December 31, 2007.  On
December 6, 2007, the Bundesgerichtshof (the “German Federal Supreme
Court”) issued a judgment in litigation brought by VerwertungsGesellschaft Wort
(“VG Wort”), a collection society representing certain copyright holders,
against Hewlett-Packard Company (“HP”), finding that single function printer
devices sold in Germany prior to December 31, 2007 were not subject to the
law authorizing the German copyright fee levy (German Federal Supreme Court,
file reference I ZR 94/05).  Lexmark and VG Wort entered into an
agreement pursuant to which both VG Wort and Lexmark agreed to be bound by the
outcome of the VG Wort/HP litigation.  VG Wort filed a claim with the
German Federal Constitutional Court (Bundesverfassungsgericht, the
“Constitutional Court”) challenging the decision of the German Federal Supreme
Court.  Lexmark believes the amount accrued represents its best
estimate of the copyright fee issues currently pending.

        


        
          
            
               


            

            
               


              
                

              

            

            
               


            

          

        

        



        Schedule
6.01

        


        Existing
Indebtedness

        


        
          
            	
                    Schedule
      of Existing Indebtedness ($M):

                  	
                    Balance
      at 

                    June
      30, 2009

                  
	
                    Lexmark
      International, Inc. senior unsecured notes

                  	
                     $      650.0

                  
	
                    Lexmark
      International, Inc. bank letter of credit

                  	
                               1.4

                  
	
                    Lexmark
      Deutschland GmbH waste obligation guaranty

                  	
                                1.1

                  
	
                    Lexmark
      Espana, L.L.C. & Cia, S.R.C. bank guaranty

                  	
                                0.1

                  
	
                    Lexmark
      International B.V. Netherlands bank guaranty

                  	
                                0.1

                  
	
                    Lexmark
      International (India) Private Limited various customs
      guarantees

                  	
                                0.1

                  
	
                    Lexmark
      Internacional S.A. De C.V. (Mexico Mequiladora) capitalized lease
      obligations

                  	
                                      0.1

                  
	
                    Lexmark
      International S.A. (Belgium) bank guaranty

                  	
                                      0.1

                  
	
                    Lexmark
      International Technology S.A. bank guaranty

                  	
                                      0.7

                  
	
                    Lexmark
      International Technology S.A. Italian VAT guaranty

                  	
                                      5.6

                  
	
                    Lexmark
      International Technology S.A. bank overdraft (Export)

                  	
                                      1.2

                  
	
                    Lexmark
      (Schweiz) AG customs guaranty

                  	
                                      0.7

                  
	
                    Lexmark
      International (Singapore) PTE Limited bank guarantee

                  	
                                      0.1

                  
	
                    Lexmark
      International Technology Hungaria Kft. bank guarantee

                  	
                                      0.2

                  
	 
      	 
      
	
                    Total
      Indebtedness at June 30, 2009

                  	
                    $       661.5

                  


          

        

        


        


        


        
          
            
               


            

            
               


              
                

              

            

            
               


            

          

        

        


        Schedule
6.02

        


        Existing
Liens

        


        
          	
                  Jurisdiction

                	
                  Debtor
      Name

                	
                  Secured
      Party

                	
                  File
      No.

                	
                  File
      Date

                	
                  Description

                
	 
      	 
      	 
      	 
      	 
      	 
      
	
                  Secy
      of State, Delaware

                	
                  Lexmark
      International, Inc.

                	
                  AT&T
      Capital Services, Inc.

                	
                  72765427

                	
                  07-23-2007

                	
                  All
      telecommunications and data equipment including but not limited to
      telephones, call distributors, call accounting systems, voice mail
      systems, cable and wiring and all controllers, computers, laptops, other
      data transmission devices, and other customer premises equipment including
      all additions, upgrades and accessions thereto and all proceeds thereof
      along with any and all other equipment and other items and rights, leased,
      licensed, or otherwise provided to Lexmark International, Inc. under
      Schedule 001-2619900-001, between Lexmark International, Inc. and AT&T
      Capital Services, Inc. and all supplementary schedules, exhibits and
      attachments thereto, including without limitation the following: Cisco
      Voice Gateway Equipment, All Attachments and Related
      Peripherals

                
	
                  Secy
      of State, Delaware

                	
                  Lexmark
      International, Inc.

                	
                  IBM
      Credit LLC

                	
                  43322791

                	
                  11-24-2004

                	
                  Leased
      equipment

                
	
                  Secy
      of State, Delaware

                	
                  Lexmark
      International, Inc.

                	
                  Dell
      Financial Services, L.P.

                	
                  43506179

                	
                  12-13-2004

                	
                  Leased
      equipment

                
	
                  Secy
      of State, Delaware

                	
                  Lexmark
      International, Inc.

                	
                  Forsythe/McArthur
      Associates, Inc.

                	
                  60208009

                	
                  01-19-2006

                	
                  Leased
      equipment

                
	
                  Secy
      of State, Delaware

                	
                  Lexmark
      International, Inc.

                	
                  IBM
      Credit LLC

                	
                  72914389

                	
                  08-01-2007

                	
                  Leased
      equipment and software

                
	
                  Secy
      of State, Delaware

                	
                  Lexmark
      International, Inc.

                	
                  IBM
      Credit LLC

                	
                  81980356

                	
                  06-10-2008

                	
                  Leased
      equipment and software

                


        

         

        
 

        
          
            
               


            

            
               


              
                

              

            

            
               


            

          

        

         

         

        


        
          	
                  Jurisdiction

                	
                  Debtor
      Name

                	
                  Secured
      Party

                	
                  File
      No.

                	
                  File
      Date

                	
                  Description

                


        

      

    

    
      	
              Secy
      of State, Delaware

            	
              Lexmark
      International, Inc.

            	
              IBM
      Credit LLC

            	
              82232971

            	
              06-30-2008

            	
              Leased
      equipment and software

            
	
              Secy
      of State, Delaware

            	
              Lexmark
      International, Inc.

            	
              IBM
      Credit LLC

            	
              83043617

            	
              09-09-2008

            	
              Leased
      equipment and software

            
	
              Secy
      of State, Delaware

            	
              Lexmark
      International, Inc.

            	
              IBM
      Credit LLC

            	
              83857248

            	
              11-18-2008

            	
              Leased
      equipment and software

            
	
              Secy
      of State, Delaware

            	
              Lexmark
      International, Inc.

            	
              IBM
      Credit LLC

            	
              90551439

            	
              02-19-2009

            	
              Leased
      equipment and software

            
	
              Secy
      of State, Delaware

            	
              Lexmark
      International, Inc.

            	
              IBM
      Credit LLC

            	
              91053351

            	
              04-02-2009

            	
              Leased
      equipment and software

            
	
              Secy
      of State, Delaware

            	
              Lexmark
      International, Inc.

            	
              IBM
      Credit LLC

            	
              91427877

            	
              05-06-2009

            	
              Leased
      equipment and software

            
	
              Secy
      of State, Delaware

            	
              Lexmark
      International, Inc.

            	
              IBM
      Credit LLC

            	
              91536504

            	
              05-14-2009

            	
              Leased
      equipment and software

            
	
              Secy
      of State, Delaware

            	
              Lexmark
      International, Inc.

            	
              IBM
      Credit LLC

            	
              91722559

            	
              06-01-2009

            	
              Leased
      equipment and software

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


      Schedule
6.05

      


      Existing
Restrictions

      


      


      The conditions and restrictions
contained in that certain Indenture dated May 22, 2008, between the Borrower and
The Bank of New York Trust Company, N.A., as trustee, including as the same may
be amended, supplemented, restated or otherwise modified from time to
time.


      
        
           


        

        
           


          
            

          

        

        
           


        

      



    

      EXHIBIT
A

       

      ASSIGNMENT
AND ASSUMPTION

       

      This
Assignment and Assumption (the “Assignment and Assumption”) is dated
as of the Effective Date set forth below and is entered into by and between
[Insert name of
Assignor] (the “Assignor”) and [Insert name of Assignee] (the
“Assignee”).  Capitalized
terms used but not defined herein shall have the meanings given to them in the
Credit Agreement identified below (as amended, the “Credit Agreement”),
receipt of a copy of which is hereby acknowledged by the
Assignee.  The Standard Terms and Conditions set forth in Annex 1
attached hereto are hereby agreed to and incorporated herein by reference and
made a part of this Assignment and Assumption as if set forth herein in
full.

       

      For an
agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the
Assignor, subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of the Assignor’s rights and
obligations in its capacity as a Lender under the Credit Agreement and any other
documents or instruments delivered pursuant thereto to the extent related to the
amount and percentage interest identified below of all of such outstanding
rights and obligations of the Assignor under the respective facilities
identified below (including any letters of credit, guarantees, and swingline
loans included in such facilities) and (ii) to the extent permitted to be
assigned under applicable law, all claims, suits, causes of action and any other
right of the Assignor (in its capacity as a Lender) against any Person, whether
known or unknown, arising under or in connection with the Credit Agreement, any
other documents or instruments delivered pursuant thereto or the loan
transactions governed thereby or in any way based on or related to any of the
foregoing, including contract claims, tort claims, malpractice claims, statutory
claims and all other claims at law or in equity related to the rights and
obligations sold and assigned pursuant to clause (i) above (the rights and
obligations sold and assigned pursuant to clauses (i) and (ii) above being
referred to herein collectively as the “Assigned
Interest”).  Such sale and assignment is without recourse to
the Assignor and, except as expressly provided in this Assignment and
Assumption, without representation or warranty by the Assignor.

       

      
        	
                1.

              	
                Assignor:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                2.

              	
                Assignee:

              	 
      	 
      
	 
      	 
      	
                [and
      is an Affiliate/Approved Fund of [identify Lender]1]

              
	 
      	 
      	 
      
	
                3.

              	
                Borrower(s):

              	
                Lexmark
      International, Inc.

              	 
      
	 
      	 
      	 
      
	
                4.

              	
                Administrative
      Agent:

              	
                JPMorgan
      Chase Bank, N.A., as the administrative agent under the Credit
      Agreement

              
	 
      	 
      	 
      
	
                5.

              	
                Credit
      Agreement:

              	
                The
      $275,000,000 Credit Agreement dated as of August 17, 2009 among Lexmark,
      International, Inc., the Lenders parties thereto, JPMorgan Chase Bank,
      N.A., as Administrative Agent, and the other agents parties
      thereto

                 

              


      

      
        	
                6.

              	
                Assigned
      Interest:

              


      

       

      
 

        
        
          

        

        1 Select as
applicable.

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      



      
        
          
            
              	
                      Aggregate
      Amount of Commitment/Loans for all Lenders

                    	
                      Amount
      of Commitment/

                      Loans
      Assigned

                    	
                      Percentage
      Assigned of Commitment/Loans2

                    
	
                      $

                    	
                      $

                    	
                      %

                    	 
      
	
                      $

                    	
                      $

                    	
                      %

                    	 
      
	
                      $

                    	
                      $

                    	
                      %

                    	 
      
	 
      	 
      	 
      


            

          

        

      

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

       

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

       

      
        	 
      	
                ASSIGNOR

              
	 
      	 
      
	 
      	
                [NAME
      OF ASSIGNOR]

              
	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	 
      	
                Title:

              
	 
      	 
      
	 
      	
                ASSIGNEE

              
	 
      	 
      
	 
      	
                [NAME
      OF ASSIGNEE]

              
	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	 
      	
                Title:

              
	 
      	 
      
	 
      	 
      


      

      


       

      
        	
                Consented
      to and Accepted:

              	 
      
	 
      	 
      
	
                JPMORGAN
      CHASE BANK, N.A., as     Administrative Agent and
      Issuing Bank

              	 
      
	 
      	 
      
	
                By:

              	 
      	 
      	 
      
	 
      	
                Title:

              	 
      	 
      
	 
      	 
      
	
                [Consented
      to:]3

              	 
      
	 
      	 
      
	
                LEXMARK
      INTERNATIONAL, INC.

              	 
      
	 
      	 
      
	
                By:

              	 
      	 
      	 
      
	 
      	
                Title:

              	 
      	 
      
	 
      	 
      
	 
      	 
      


      

      


       

      
 

        
        
          

        

        2 Set
forth, so at least 9 decimals, as a percentage of the Commitment/Loans of all
Lenders thereunder.

      

        
        3To be
added only if the consent of the Borrower is required by the terms of the Credit
Agreement.

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      




    
      ANNEX
I

       

      STANDARD
TERMS AND CONDITIONS FOR

       

      ASSIGNMENT
AND ASSUMPTION

       

      1.  Representations and
Warranties.

       

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

       

      1.2.  Assignee.  The
Assignee (a) represents and warrants that (i) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become
a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any,
specified in the Credit Agreement that are required to be satisfied by it in
order to acquire the Assigned Interest and become a Lender, (iii) from and after
the Effective Date, it shall be bound by the provisions of the Credit Agreement
as a Lender thereunder and, to the extent of the Assigned Interest, shall have
the obligations of a Lender thereunder, (iv) it has received a copy of the
Credit Agreement, together with copies of the most recent financial statements
delivered pursuant to Section 5.01 thereof, as applicable, and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment and Assumption and to
purchase the Assigned Interest on the basis of which it has made such analysis
and decision independently and without reliance on the Administrative Agent or
any other Lender, and (v) if it is a Foreign Lender, attached to the Assignment
and Assumption is any documentation required to be delivered by it pursuant to
the terms of the Credit Agreement, duly completed and executed by the Assignee;
and (b) agrees that (i) it will, independently and without reliance on the
Administrative Agent, the Assignor or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Loan
Documents, and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Loan Documents are required to be
performed by it as a Lender.

       

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

       

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


      
        
           


        

        
           


          
            

          

        

        
           


        

      




    Assumption.  This
Assignment and Assumption shall be governed by, and construed in accordance
with, the law of the State of New York.

     

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    



    EXHIBIT
B

     

    


     

    FORM OF
WRITTEN MONEY TRANSFER INSTRUCTION

     

    
      	
              To
      JPMorgan Chase Bank, N.A.,

            
	
              as
      Administrative Agent under the

            
	
              Credit
      Agreement described below.

            
	 
      
	 
      	
              Re:

            	
              Credit
      Agreement, dated as of August 17, 2009 (as the same may be amended,
      restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Lexmark
      International, Inc. (the “Borrower”),
      the “Lenders” from time to time party thereto and JPMorgan Chase Bank,
      N.A., as administrative agent for the Lenders (the “Administrative
      Agent”).  Capitalized terms used herein and not otherwise
      defined herein shall have the meanings assigned thereto in the Credit
      Agreement.

            
	 
      


    

    The
Administrative Agent is specifically authorized and directed to act upon the
following standing money transfer instructions with respect to the proceeds of
Loans or other extensions of credit from time to time until receipt by the
Administrative Agent of a specific written revocation of such instructions by
the Borrower, provided, however, that the
Administrative Agent may otherwise transfer funds as hereafter directed in
writing by the Borrower in accordance with Section 9.01 of the Credit Agreement
or based on any telephonic notice made in accordance with Section 2.08 of the
Credit Agreement.

     

    
      	
              Facility
      Identification Number(s)

            	 
      	 
      
	 
      
	
              Customer/Account
      Name

            	 
      
	 
      
	
              Transfer
      Funds To

            	 
      
	 
      	 
      
	 
      
	
              For
      Account No.

            	 
      
	 
      
	
              Reference/Attention
      To

            	 
      	 
      
	 
      
	
              LEXMARK
      INTERNATIONAL, INC.

            	 
      	
              Date

            
	 
      
	 
      	 
      	 
      
	
              (Please
      Print)

            	 
      	
              Signature

            
	 
      
	
              JPMORGAN
      CHASE BANK, N.A.

            	 
      	
              Date

            	 
      
	 
      
	 
      	 
      	 
      
	
              (Please
      Print)

            	 
      	
              Signature

            


    

     

     

    
 

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    

 

    
      EXHIBIT
C

       

      


       

      LIST OF
CLOSING DOCUMENTS

       

      


       

      LEXMARK
INTERNATIONAL, INC.

      


      CREDIT
FACILITIES

      


      August
17, 2009

      


      LIST OF
CLOSING DOCUMENTS1

      


      


      A.           LOAN DOCUMENTS

      


      
        	
                1.

              	
                Credit
      Agreement (the “Credit
      Agreement”) by and among Lexmark International, Inc., a Delaware
      corporation (the “Borrower”), the
      institutions from time to time parties thereto as Lenders (the “Lenders”) and
      JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent for
      itself and the other Lenders (the “Administrative
      Agent”), evidencing a revolving credit facility to the Borrower
      from the Lenders in an initial aggregate principal amount of
      $275,000,000.

              


      

      


       

      SCHEDULES


      Schedule
2.01                                           --           Commitments

      Schedule
2.02                                           --           Mandatory
Cost

      Schedule
3.01                                           --           Subsidiaries

      Schedule
3.06                                           --           Litigation

      Schedule
6.01                                           --           Existing
Indebtedness

      Schedule
6.02                                           --           Existing
Liens

      Schedule
6.05                                           --           Existing
Restrictions

      


       

      EXHIBITS


      Exhibit
A                                --           Form
of Assignment and Assumption

      Exhibit
B                                --           Form
of Written Money Transfer Instruction

      Exhibit
C                                --           List
of Closing Documents

      Exhibit
D                                --           Form
of Subsidiary Guaranty

      Exhibit
E                                --           Form
of Commitment and Acceptance

      


      
        	
                2.

              	
                Notes
      executed by the Borrower in favor of each of the Lenders, if any, which
      has requested a note pursuant to Section 2.10(e) of the Credit
      Agreement.

              


      

      


      
        	
                3.

              	
                Guaranty
      executed by the initial Subsidiary Guarantors (collectively with the
      Borrower, the “Loan Parties”)
      in favor of the Administrative
Agent.

              


      

      


      
 

        
        
          

        

        1 Each
capitalized term used herein and not defined herein shall have the meaning
assigned to such term in the above-defined Credit Agreement.  Items
appearing in bold and
italics shall be
prepared and/or provided by the Borrower and/or Borrower’s
counsel

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      




    


    B.           CORPORATE
DOCUMENTS

    


    
      	
              4.

            	
              Certificate
      of the Secretary or an Assistant Secretary of each Loan Party certifying
      (i) that there have been no changes in the Certificate of Incorporation or
      other charter document of such Loan Party, as attached thereto and as
      certified as of a recent date by the Secretary of State (or analogous
      governmental entity) of the jurisdiction of its organization, since the
      date of the certification thereof by such governmental entity, (ii) the
      By-Laws or other applicable organizational document, as attached thereto,
      of such Loan Party as in effect on the date of such certification, (iii)
      resolutions of the Board of Directors or other governing body of such Loan
      Party authorizing the execution, delivery and performance of each Loan
      Document to which it is a party, and (iv) the names and true signatures of
      the incumbent officers of each Loan Party authorized to sign the Loan
      Documents to which it is a party, and (in the case of the Borrower)
      authorized to request a Borrowing or an LC Disbursement under the Credit
      Agreement.

            


    

    


    
      	
              5.

            	
              Good
      Standing Certificate for each Loan Party from the Secretary of State of
      the jurisdiction of its
organization.

            


    

    


    


    C.           OPINION

    


    6.           Opinion of
Thompson Hine LLP, counsel for the Loan Parties.

    


    


    D.           CLOSING CERTIFICATES AND
MISCELLANEOUS

    


    
      	
              7.

            	
              A
      Certificate signed by the President, a Vice President or a Financial
      Officer of the Borrower certifying the following: (i) all of the
      representations and warranties of the Borrower set forth in the Credit
      Agreement are true and correct and (ii) no Default has occurred and is
      then continuing.

            


    

    


    
      	
              8.

            	
              Termination
      letter evidencing the cancellation and termination of the Borrower’s
      existing syndicated credit
facility.

            


    

    


    
      	
              9.

            	
              Written
      Money Transfer Instruction.

            


    

    


    
      
        
           
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    EXHIBIT
D

    


    FORM OF
SUBSIDIARY GUARANTY

    


    GUARANTY

    


    THIS
GUARANTY (this “Guaranty”) is made as
of [__________], by and among each of the undersigned (the “Initial Guarantors”
and along with any additional Subsidiaries of the Borrower which become parties
to this Guaranty by executing a supplement hereto in the form attached as Annex
I, the “Guarantors”) in favor
of the Administrative Agent, for the ratable benefit of the Holders of
Guaranteed Obligations (as defined below), under the Credit Agreement referred
to below.

    


    WITNESSETH

    


    WHEREAS,
Lexmark International, Inc., a Delaware corporation (the “Borrower”), the
institutions from time to time parties thereto as lenders (the “Lenders”), and
JPMorgan Chase Bank, N.A., in its capacity as administrative agent (the “Administrative
Agent”), have entered into a certain Credit Agreement dated as of August
17, 2009 (as the same may be amended, modified, supplemented and/or restated,
and as in effect from time to time, the “Credit Agreement”),
providing, subject to the terms and conditions thereof, for extensions of credit
and other financial accommodations to be made by the Lenders to the
Borrower;

    


    WHEREAS,
it is a condition precedent to the extensions of credit by the Lenders under the
Credit Agreement that each of the Guarantors (constituting all of the
Subsidiaries of the Borrower required to execute this Guaranty pursuant to
Section 5.09 of the Credit Agreement) execute and deliver this Guaranty, whereby
each of the Guarantors shall guarantee the payment when due of all Obligations;
and

    


    WHEREAS,
in consideration of the direct and indirect financial and other support that the
Borrower has provided, and such direct and indirect financial and other support
as the Borrower may in the future provide, to the Guarantors, and in order to
induce the Lenders and the Administrative Agent to enter into the Credit
Agreement, each of the Guarantors is willing to guarantee the Obligations of the
Borrower;

    


    NOW,
THEREFORE, in consideration of the foregoing premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

    


    SECTION
1.  Definitions.  Terms
defined in the Credit Agreement and not otherwise defined herein have, as used
herein, the respective meanings provided for therein.

    


    SECTION
2.  Representations, Warranties
and Covenants.  Each of the Guarantors represents and warrants
(which representations and warranties shall be deemed to have been renewed at
the time of the making, conversion or continuation of any Loan or issuance of
any Letter of Credit) that:

    


    (A)  It
is duly organized, validly existing and in good standing under the laws of its
jurisdiction of 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.

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    



    (B)  The
Transactions applicable to it are within such Guarantor’s organizational powers
and have been duly authorized by all necessary organizational actions and, if
required, actions by equity holders.  This Guaranty has been duly
executed and delivered by such Guarantor and constitutes a legal, valid and
binding obligation of such Guarantor, 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.

    


    (C)  Neither
the execution and delivery by it of this Guaranty, nor the consummation by it of
the transactions herein contemplated, nor compliance by it with the provisions
hereof (i) will 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, (ii) will violate any
applicable law or regulation or the charter, by-laws or other organizational
documents of such Guarantor or any order of any Governmental Authority or (iii)
will violate or result in a default under any material indenture, agreement or
other instrument binding upon such Guarantor or its assets, or give rise to a
right thereunder to require any payment to be made by such
Guarantor.

    


    In
addition to the foregoing, each of the Guarantors covenants that, so long as any
Lender has any Commitment outstanding under the Credit Agreement or any amount
payable under the Credit Agreement or any other Guaranteed Obligations shall
remain unpaid, it will, and, if necessary, will enable the Borrower to, fully
comply with those covenants and agreements of the Borrower applicable to such
Guarantor set forth in the Credit Agreement.

    


    SECTION
3.  The
Guaranty.  Each of the Guarantors hereby unconditionally
guarantees, jointly with the other Guarantors and severally, the full and
punctual payment and performance when due (whether at stated maturity, upon
acceleration or otherwise) of the Obligations, including, without limitation,
(i) the principal of and interest on each Loan made to the Borrower pursuant to
the Credit Agreement, (ii) any obligations of the Borrower to reimburse LC
Disbursements (“Reimbursement
Obligations”), (iii) all obligations of the Borrower owing to any Lender
or any affiliate of any Lender under any Swap Agreement or Banking Services
Agreement, (iv) all other amounts payable by the Borrower or any of its
Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking
Services Agreement and the other Loan Documents and (v) the punctual and
faithful performance, keeping, observance, and fulfillment by the Borrower of
all of the agreements, conditions, covenants, and obligations of the Borrower
contained in the Loan Documents (all of the foregoing being referred to
collectively as the “Guaranteed
Obligations” and the holders from time to time of the Guaranteed
Obligations being referred to collectively as the “Holders of Guaranteed
Obligations”).  Upon (x) the failure by the Borrower or any of
the other Loan Parties, as applicable, to pay punctually any such amount or
perform such obligation, and (y) such failure continuing beyond any applicable
grace or notice and cure period, each of the Guarantors agrees that it shall
forthwith on demand pay such amount or perform such obligation at the place and
in the manner specified in the Credit Agreement, any Swap Agreement, any Banking
Services Agreement or the relevant Loan Document, as the case may
be.  Each of the Guarantors hereby agrees that this Guaranty is an
absolute, irrevocable and unconditional guaranty of payment and is not a
guaranty of collection.  Notwithstanding anything to the contrary in
this Guaranty, at no time shall (1) the issued and outstanding voting Equity
Interests of any Foreign Subsidiary that is not a Material Worldwide Subsidiary
be security for the Guaranteed Obligations and (2) the issued and outstanding
voting Equity Interests of any Affected Foreign Subsidiary in excess of the
Applicable Foreign Subsidiary Pledge Percentage be security for the Guaranteed
Obligations.

    


    


    
      
        
           


        

        
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    SECTION
4.  Guaranty
Unconditional.  The obligations of each of the Guarantors
hereunder shall be unconditional and absolute and, without limiting the
generality of the foregoing, shall not be released, discharged or otherwise
affected by:

    


    (A)  any
extension, renewal, settlement, indulgence, compromise, waiver or release of or
with respect to the Guaranteed Obligations or any part thereof or any agreement
relating thereto, or with respect to any obligation of any other guarantor of
any of the Guaranteed Obligations, whether (in any such case) by operation of
law or otherwise, or any failure or omission to enforce any right, power or
remedy with respect to the Guaranteed Obligations or any part thereof or any
agreement relating thereto, or with respect to any obligation of any other
guarantor of any of the Guaranteed Obligations;

    


    (B)  any
modification or amendment of or supplement to the Credit Agreement, any Swap
Agreement, any Banking Services Agreement or any other Loan Document, including,
without limitation, any such amendment which may increase the amount of, or the
interest rates applicable to, any of the Obligations guaranteed
hereby;

    


    (C)  any
release, surrender, compromise, settlement, waiver, subordination or
modification, with or without consideration, of any collateral securing the
Guaranteed Obligations or any part thereof, any other guaranties with respect to
the Guaranteed Obligations or any part thereof, or any other obligation of any
person or entity with respect to the Guaranteed Obligations or any part thereof,
or any nonperfection or invalidity of any direct or indirect security for the
Guaranteed Obligations;

    


    (D)  any
change in the corporate, partnership or other existence, structure or ownership
of the Borrower or any other guarantor of any of the Guaranteed Obligations, or
any insolvency, bankruptcy, reorganization or other similar proceeding affecting
the Borrower or any other guarantor of the Guaranteed Obligations, or any of
their respective assets or any resulting release or discharge of any obligation
of the Borrower or any other guarantor of any of the Guaranteed Obligations,
other than as a result of the irrevocable and indefeasible payment in full in
cash of the Guaranteed Obligations;

    


    (E)  the
existence of any claim, setoff or other rights which the Guarantors may have at
any time against the Borrower, any other guarantor of any of the Guaranteed
Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or
any other Person, whether in connection herewith or in connection with any
unrelated transactions; provided that nothing
herein shall prevent the assertion of any such claim by separate suit or
compulsory counterclaim;

    


    (F)  the
enforceability or validity of the Guaranteed Obligations or any part thereof or
the genuineness, enforceability or validity of any agreement relating thereto or
with respect to any collateral securing the Guaranteed Obligations or any part
thereof, or any other invalidity or unenforceability relating to or against the
Borrower or any other guarantor of any of the Guaranteed Obligations, for any
reason related to the Credit Agreement, any Swap Agreement, any Banking Services
Agreement, any other Loan Document, or any provision of applicable law, decree,
order or regulation of any jurisdiction purporting to prohibit the payment by
the Borrower or any other guarantor of the Guaranteed Obligations, of any of the
Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed
Obligations;

    


    (G)  the
failure of the Administrative Agent to take any steps to perfect and maintain
any security interest in, or to preserve any rights to, any security or
collateral for the Guaranteed Obligations, if any;

    


    
      
        
           


        

        
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    (H)  the
election by, or on behalf of, any one or more of the Holders of Guaranteed
Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the
United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of
the application of Section 1111(b)(2) of the Bankruptcy Code;

    


    (I)  any
borrowing or grant of a security interest by the Borrower, as
debtor-in-possession, under Section 364 of the Bankruptcy Code;

    


    (J)  the
disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of
the claims of the Holders of Guaranteed Obligations or the Administrative Agent
for repayment of all or any part of the Guaranteed Obligations;

    


    (K)  the
failure of any other guarantor to sign or become party to this Guaranty or any
amendment, change, or reaffirmation hereof; or

    


    (L)  any
other act or omission to act or delay of any kind by the Borrower, any other
guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of
Guaranteed Obligations or any other Person or any other circumstance whatsoever
which might, but for the provisions of this Section 4, constitute a legal or
equitable discharge of any Guarantor’s obligations hereunder except as provided
in Section 5.

    


    SECTION
5.  Discharge Only Upon Payment
In Full: Reinstatement In Certain Circumstances.  Each of the
Guarantors’ obligations hereunder shall remain in full force and effect until
all Guaranteed Obligations shall have been paid in full in cash and the
Commitments and all Letters of Credit issued under the Credit Agreement shall
have terminated or expired.  If at any time any payment of the
principal of or interest on any Loan, any Reimbursement Obligation or any other
amount payable by the Borrower or any other party under the Credit Agreement,
any Swap Agreement, any Banking Services Agreement or any other Loan Document is
rescinded or must be otherwise restored or returned upon the insolvency,
bankruptcy or reorganization of the Borrower or otherwise, each of the
Guarantors’ obligations hereunder with respect to such payment shall be
reinstated as though such payment had been due but not made at such
time.  The parties hereto acknowledge and agree that each of the
Guaranteed Obligations shall be due and payable in the same currency as such
Guaranteed Obligation is denominated, but if currency control or exchange
regulations are imposed in the country which issues such currency with the
result that such currency (the “Original Currency”)
no longer exists or the relevant Guarantor is not able to make payment in such
Original Currency, then all payments to be made by such Guarantor hereunder in
such currency shall instead be made when due in Dollars in an amount equal to
the Dollar Amount (as of the date of payment) of such payment due, it being the
intention of the parties hereto that each Guarantor takes all risks of the
imposition of any such currency control or exchange regulations.

    


    SECTION
6.  General
Waivers; Additional Waivers.

    


    (A)  General
Waivers.  Each of the Guarantors irrevocably waives acceptance hereof,
presentment, demand or action on delinquency, protest, the benefit of any
statutes of limitations and, to the fullest extent permitted by law, any notice
not provided for herein, as well as any requirement that at any time any action
be taken by any Person against the Borrower, any other guarantor of the
Guaranteed Obligations, or any other Person.

    


    (B)  Additional
Waivers.  Notwithstanding anything herein to the contrary, each of the
Guarantors hereby absolutely, unconditionally, knowingly, and expressly
waives:

    


    


    
      
        
           


        

        
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    (i)  any
right it may have to revoke this Guaranty as to future indebtedness or notice of
acceptance hereof;

    


    (ii)  (a)
notice of acceptance hereof; (b) notice of any loans or other financial
accommodations made or extended under the Loan Documents or the creation or
existence of any Guaranteed Obligations; (c) notice of the amount of the
Guaranteed Obligations, subject, however, to each Guarantor’s right to make
inquiry of Administrative Agent and Holders of Guaranteed Obligations to
ascertain the amount of the Guaranteed Obligations at any reasonable time; (d)
notice of any adverse change in the financial condition of the Borrower or of
any other fact that might increase such Guarantor’s risk hereunder; (e) notice
of presentment for payment, demand, protest, and notice thereof as to any
instruments among the Loan Documents; (f) notice of any Default or Event of
Default; and (g) all other notices (except if such notice is specifically
required to be given to such Guarantor hereunder or under the Loan Documents)
and demands to which each Guarantor might otherwise be entitled;

    


    (iii)  its
right, if any, to require the Administrative Agent and the other Holders of
Guaranteed Obligations to institute suit against, or to exhaust any rights and
remedies which the Administrative Agent and the other Holders of Guaranteed
Obligations has or may have against the other Guarantors or any third party, or
against any collateral provided by the other Guarantors, or any third party; and
each Guarantor further waives any defense arising by reason of any disability or
other defense (other than the defense that the Guaranteed Obligations shall have
been fully and finally performed and indefeasibly paid) of the other Guarantors
or by reason of the cessation from any cause whatsoever of the liability of the
other Guarantors in respect thereof;

    


    (iv)  (a)
any rights to assert against the Administrative Agent and the other Holders of
Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim,
or claim which such Guarantor may now or at any time hereafter have against the
other Guarantors or any other party liable to the Administrative Agent and the
other Holders of Guaranteed Obligations; (b) any defense, set-off, counterclaim,
or claim, of any kind or nature, arising directly or indirectly from the present
or future lack of perfection, sufficiency, validity, or enforceability of the
Guaranteed Obligations or any security therefor; (c) any defense such Guarantor
has to performance hereunder, and any right such Guarantor has to be exonerated,
arising by reason of:  the impairment or suspension of the
Administrative Agent’s and the other Holders of Guaranteed Obligations’ rights
or remedies against the other Guarantors; the alteration by the Administrative
Agent and the other Holders of Guaranteed Obligations of the Guaranteed
Obligations; any discharge of the other Guarantors’ obligations to the
Administrative Agent and the other Holders of Guaranteed Obligations by
operation of law as a result of the Administrative Agent’s and the other Holders
of Guaranteed Obligations’ intervention or omission; or the acceptance by the
Administrative Agent and the other Holders of Guaranteed Obligations of anything
in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of
any statute of limitations affecting such Guarantor’s liability hereunder or the
enforcement thereof, and any act which shall defer or delay the operation of any
statute of limitations applicable to the Guaranteed Obligations shall similarly
operate to defer or delay the operation of such statute of limitations
applicable to such Guarantor’s liability hereunder; and

    


            (v)  any
defense arising by reason of or deriving from (a) any claim or defense based
upon an election of remedies by the Administrative Agent and the other Holders
of Guaranteed Obligations; or (b) any election by the Administrative Agent and
the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of
the United States Code entitled

    


    
      
        
           


        

        
           
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    “Bankruptcy”,
as now and hereafter in effect (or any successor statute), to limit the amount
of, or any collateral securing, its claim against the Guarantors.

    


    SECTION
7.  Subordination of
Subrogation; Subordination of Intercompany Indebtedness.

    


    (A)  Subordination
of Subrogation.  Until the Guaranteed Obligations have been fully and
finally performed and indefeasibly paid in full in cash, the Guarantors (i)
shall have no right of subrogation with respect to such Guaranteed Obligations
and (ii) waive any right to enforce any remedy which the Holders of Guaranteed
Obligations, the Issuing Bank or the Administrative Agent now have or may
hereafter have against the Borrower, any endorser or any guarantor of all or any
part of the Guaranteed Obligations or any other Person, and the Guarantors waive
any benefit of, and any right to participate in, any security or collateral
given to the Holders of Guaranteed Obligations, the Issuing Bank and the
Administrative Agent to secure the payment or performance of all or any part of
the Guaranteed Obligations or any other liability of the Borrower to the Holders
of Guaranteed Obligations or the Issuing Bank.  Should any Guarantor
have the right, notwithstanding the foregoing, to exercise its subrogation
rights, each Guarantor hereby expressly and irrevocably (A) subordinates any and
all rights at law or in equity to subrogation, reimbursement, exoneration,
contribution, indemnification or set off that such Guarantor may have to the
indefeasible payment in full in cash of the Guaranteed Obligations and (B) to
the extent permitted by law, waives any and all defenses available to a surety,
guarantor or accommodation co-obligor until the Guaranteed Obligations are
indefeasibly paid in full in cash.  Each Guarantor acknowledges and
agrees that this subordination is intended to benefit the Administrative Agent
and the other Holders of Guaranteed Obligations and shall not limit or otherwise
affect such Guarantor’s liability hereunder or the enforceability of this
Guaranty, and that the Administrative Agent, the other Holders of Guaranteed
Obligations and their respective successors and assigns are intended third party
beneficiaries of the waivers and agreements set forth in this Section
7(A).

    


                 
(B)  Subordination of Intercompany Indebtedness.  Each
Guarantor agrees that any and all claims of such Guarantor against the Borrower
or any other Guarantor hereunder (each an “Obligor”) with
respect to any “Intercompany Indebtedness” (as hereinafter defined), any
endorser, obligor or any other guarantor of all or any part of the Guaranteed
Obligations, or against any of its properties shall be subordinate and subject
in right of payment to the prior payment, in full and in cash, of all Guaranteed
Obligations; provided that, as
long as no Event of Default has occurred and is continuing, such Guarantor may
receive payments of principal and interest from any Obligor with respect to
Intercompany Indebtedness.  Notwithstanding any right of any Guarantor
to ask, demand, sue for, take or receive any payment from any Obligor, all
rights, liens and security interests of such Guarantor, whether now or hereafter
arising and howsoever existing, in any assets of any other Obligor shall be and
are subordinated to the rights, if any, of the Holders of Guaranteed Obligations
and the Administrative Agent in those assets. No Guarantor shall have any right
to possession of any such asset or to foreclose upon any such asset, whether by
judicial action or otherwise, unless and until all of the Guaranteed Obligations
shall have been fully paid and satisfied (in cash) and all financing
arrangements pursuant to any Loan Document, any Swap Agreement or any Banking
Services Agreement have been terminated.  If all or any part of the
assets of any Obligor, or the proceeds thereof, are subject to any distribution,
division or application to the creditors of such Obligor, whether partial or
complete, voluntary or involuntary, and whether by reason of liquidation,
bankruptcy, arrangement, receivership, assignment for the benefit of creditors
or any other action or proceeding, or if the business of any such Obligor is
dissolved or if substantially all of the assets of any such Obligor are sold,
then, and in any such event (such events being herein referred to as an “Insolvency Event”),
any

    


    
      
        
           


        

        
           
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    payment
or distribution of any kind or character, either in cash, securities or other
property, which shall be payable or deliverable upon or with respect to any
indebtedness of any Obligor to any Guarantor (“Intercompany
Indebtedness”) shall be paid or delivered directly to the Administrative
Agent for application on any of the Guaranteed Obligations, due or to become
due, until such Guaranteed Obligations shall have first been fully paid and
satisfied (in cash).  Should any payment, distribution, security or
instrument or proceeds thereof be received by the applicable Guarantor upon or
with respect to the Intercompany Indebtedness after any Insolvency Event and
prior to the satisfaction of all of the Guaranteed Obligations and the
termination of all financing arrangements pursuant to any Loan Document among
the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall
receive and hold the same in trust, as trustee, for the benefit of the Holders
of Guaranteed Obligations and shall forthwith deliver the same to the
Administrative Agent, for the benefit of the Holders of Guaranteed Obligations,
in precisely the form received (except for the endorsement or assignment of the
Guarantor where necessary), for application to any of the Guaranteed
Obligations, due or not due, and, until so delivered, the same shall be held in
trust by the Guarantor as the property of the Holders of Guaranteed
Obligations.  If any such Guarantor fails to make any such endorsement
or assignment to the Administrative Agent, the Administrative Agent or any of
its officers or employees is irrevocably authorized to make the
same.  Each Guarantor agrees that until the Guaranteed Obligations
(other than the contingent indemnity obligations) have been paid in full (in
cash) and satisfied and all financing arrangements pursuant to any Loan Document
among the Borrower and the Holders of Guaranteed Obligations have been
terminated, no Guarantor will assign or transfer to any Person (other than the
Administrative Agent) any claim any such Guarantor has or may have against any
Obligor.

    


    SECTION
8.  Contribution with Respect to
Guaranteed Obligations.

    


    (A)  To
the extent that any Guarantor shall make a payment under this Guaranty (a “Guarantor Payment”)
which, taking into account all other Guarantor Payments then previously or
concurrently made by any other Guarantor, exceeds the amount which otherwise
would have been paid by or attributable to such Guarantor if each Guarantor had
paid the aggregate Guaranteed Obligations satisfied by such Guarantor Payment in
the same proportion as such Guarantor’s “Allocable Amount” (as defined below)
(as determined immediately prior to such Guarantor Payment) bore to the
aggregate Allocable Amounts of each of the Guarantors as determined immediately
prior to the making of such Guarantor Payment, then, following indefeasible
payment in full in cash of the Guaranteed Obligations and termination of the
Credit Agreement, the Swap Agreements and the Banking Services Agreements, such
Guarantor shall be entitled to receive contribution and indemnification payments
from, and be reimbursed by, each other Guarantor for the amount of such excess,
pro rata based upon their respective Allocable Amounts in effect immediately
prior to such Guarantor Payment.

    


    (B)  As
of any date of determination, the “Allocable Amount” of any Guarantor shall be
equal to the maximum amount of the claim which could then be recovered from such
Guarantor under this Guaranty without rendering such claim voidable or avoidable
under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable
state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or
similar statute or common law.

    


    (C)  This
Section 8 is intended only to define the relative rights of the Guarantors, and
nothing set forth in this Section 8 is intended to or shall impair the
obligations of the Guarantors, jointly and severally, to pay any amounts as and
when the same shall become due and payable in accordance with the terms of this
Guaranty.

    


    


    
      
        
           


        

        
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    (D)  The
parties hereto acknowledge that the rights of contribution and indemnification
hereunder shall constitute assets of the Guarantor or Guarantors to which such
contribution and indemnification is owing.

    


    (E)  The
rights of the indemnifying Guarantors against other Guarantors under this
Section 8 shall be exercisable upon the full and indefeasible payment of the
Guaranteed Obligations in cash and the termination of the Credit Agreement, the
Swap Agreements and the Banking Services Agreements.

    


    SECTION
9.  Stay of
Acceleration.  If acceleration of the time for payment of any
amount payable by the Borrower under the Credit Agreement, any Swap Agreement,
any Banking Services Agreement or any other Loan Document is stayed upon the
insolvency, bankruptcy or reorganization of the Borrower, all such amounts
otherwise subject to acceleration under the terms of the Credit Agreement, any
Swap Agreement, any Banking Services Agreement or any other Loan Document shall
nonetheless be payable by each of the Guarantors hereunder forthwith on demand
by the Administrative Agent.

    


    SECTION
10.  Notices. All notices,
requests and other communications to any party hereunder shall be given in the
manner prescribed in Section 9.01 of the Credit Agreement with respect to the
Administrative Agent at its notice address therein and with respect to any
Guarantor, in care of the Borrower at the address of the Borrower set forth in
the Credit Agreement or such other address or telecopy number as such party may
hereafter specify for such purpose by notice to the Administrative Agent in
accordance with the provisions of such Section 9.01.

    


    SECTION
11.  No
Waivers.  No failure or delay by the Administrative Agent or
any other Holder of Guaranteed Obligations in exercising any right, power or
privilege hereunder shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege.  The rights and
remedies provided in this Guaranty, the Credit Agreement, any Swap Agreement,
any Banking Services Agreement and the other Loan Documents shall be cumulative
and not exclusive of any rights or remedies provided by law.

    


    SECTION
12.  Successors and
Assigns.  This Guaranty is for the benefit of the
Administrative Agent and the other Holders of Guaranteed Obligations and their
respective successors and permitted assigns; provided, that no
Guarantor shall have any right to assign its rights or obligations hereunder
without the consent of all of the Lenders, and any such assignment in violation
of this Section 12 shall be null and void; and in the event of an assignment of
any amounts payable under the Credit Agreement, any Swap Agreement, any Banking
Services Agreement or the other Loan Documents in accordance with the respective
terms thereof, the rights hereunder, to the extent applicable to the
indebtedness so assigned, may be transferred with such indebtedness. This
Guaranty shall be binding upon each of the Guarantors and their respective
successors and assigns.

    


    SECTION
13.  Changes
in Writing.  Other than in connection with the addition of
additional Subsidiaries, which become parties hereto by executing a supplement
hereto in the form attached as Annex I, neither this Guaranty nor any provision
hereof may be changed, waived, discharged or terminated orally, but only in
writing signed by each of the Guarantors and the Administrative
Agent.

    


    SECTION
14.  GOVERNING
LAW.  THIS GUARANTY SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

    


    SECTION
15.  CONSENT
TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL; IMMUNITY.

    


    
      
        
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    (A)  CONSENT TO
JURISDICTION.  EACH GUARANTOR HEREBY IRREVOCABLY AND
UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE
JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK
COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW
YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO 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 GUARANTY OR ANY
OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, THE
ISSUING BANK OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING
RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR
ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

    


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

    


    (C)  TO
THE EXTENT THAT ANY GUARANTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM
JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER FROM SERVICE OR
NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OF A
JUDGMENT, EXECUTION OR OTHERWISE), EACH GUARANTOR HEREBY IRREVOCABLY WAIVES SUCH
IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS GUARANTY.

    


    SECTION
16.  No
Strict Construction.  The parties hereto have participated
jointly in the negotiation and drafting of this Guaranty.  In the
event an ambiguity or question of intent or interpretation arises, this Guaranty
shall be construed as if drafted jointly by the parties hereto and no
presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any provisions of this Guaranty.

    


    SECTION
17.  Taxes,
Expenses of Enforcement, etc.

    


    


    
      
        
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    (A)  Taxes.

    


    (i)  All
payments by any Guarantor to or for the account of any Lender, the Issuing Bank,
the Administrative Agent or any other Holder of Guaranteed Obligations hereunder
or under any promissory note or application for a Letter of Credit shall be made
free and clear of and without deduction for any and all Taxes.  If any
Guarantor shall be required by law to deduct any Taxes from or in respect of any
sum payable hereunder to any Lender, the Issuing Bank, the Administrative Agent
or any other Holder of Guaranteed Obligations, (a) 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 17(A)) such
Lender, the Issuing Bank, the Administrative Agent or any other Holder of
Guaranteed Obligations (as the case may be) receives an amount equal to the sum
it would have received had no such deductions been made, (b) such Guarantor
shall make such deductions, (c) such Guarantor shall pay the full amount
deducted to the relevant authority in accordance with applicable law and (d)
such Guarantor shall furnish to the Administrative Agent the original copy of a
receipt evidencing payment thereof within thirty (30) days after such payment is
made.

    


    (ii)  In
addition, the Guarantors hereby agree to pay any present or future stamp or
documentary taxes and any other excise or property taxes, charges or similar
levies which arise from any payment made hereunder or under any promissory note
or application for a Letter of Credit or from the execution or delivery of, or
otherwise with respect to, this Guaranty or any promissory note or application
for a Letter of Credit (“Other
Taxes”).

    


    (iii)  The
Guarantors hereby agree to indemnify the Administrative Agent, the Issuing Bank,
each Lender and any other Holder of Guaranteed Obligations for the full amount
of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes
imposed on amounts payable under this Section 17(A)) paid by the Administrative
Agent, the Issuing Bank, such Lender or such other Holder of Guaranteed
Obligations and any liability (including penalties, interest and expenses)
arising therefrom or with respect thereto.  Payments due under this
indemnification shall be made within thirty (30) days of the date the
Administrative Agent, the Issuing Bank, such Lender or such other Holder of
Guaranteed Obligations makes demand therefor.

    


    (iv)  By
accepting the benefits hereof, each Foreign Lender agrees that it will comply
with Section 2.17(e) of the Credit Agreement.

    


    (B)  Expenses of Enforcement,
Etc.  Subject to the terms of the Credit Agreement, after the
occurrence of an Event of Default under the Credit Agreement, the Lenders shall
have the right at any time to direct the Administrative Agent to commence
enforcement proceedings with respect to the Guaranteed
Obligations.  The Guarantors agree to reimburse the Administrative
Agent and the other Holders of Guaranteed Obligations for any reasonable costs
and out-of-pocket expenses (including attorneys’ fees) paid or incurred by the
Administrative Agent or any other Holder of Guaranteed Obligations in connection
with the collection and enforcement of amounts due under the Loan Documents,
including without limitation this Guaranty.  The Administrative Agent
agrees to distribute payments received from any of the Guarantors hereunder to
the other Holders of Guaranteed Obligations on a pro rata basis for application
in accordance with the terms of the Credit Agreement.

    


                                  
SECTION 18.  Setoff.  At
any time after all or any part of the Guaranteed Obligations have become due and
payable (by acceleration or otherwise), each Holder of Guaranteed Obligations
(including the Administrative Agent) may, without notice to any Guarantor and
regardless of the

    


    
      
        
           


        

        
           
10

          
            

          

        

        
           


        

      

    

    



    acceptance
of any security or collateral for the payment hereof, appropriate and apply in
accordance with the terms of the Credit Agreement toward the payment of all or
any part of the Guaranteed Obligations  (i) any indebtedness due or to
become due from such Holder of Guaranteed Obligations or the Administrative
Agent to any Guarantor, and (ii) any moneys, credits or other property belonging
to any Guarantor, at any time held by or coming into the possession of such
Holder of Guaranteed Obligations (including the Administrative Agent) or any of
their respective affiliates.

    


    SECTION
19.  Financial
Information.  Each Guarantor hereby assumes responsibility for
keeping itself informed of the financial condition of the Borrower and any and
all endorsers and/or other Guarantors of all or any part of the Guaranteed
Obligations, and of all other circumstances bearing upon the risk of nonpayment
of the Guaranteed Obligations, or any part thereof, that diligent inquiry would
reveal, and each Guarantor hereby agrees that none of the Holders of Guaranteed
Obligations (including the Administrative Agent) shall have any duty to advise
such Guarantor of information known to any of them regarding such condition or
any such circumstances.  In the event any Holder of Guaranteed
Obligations (including the Administrative Agent), in its sole discretion,
undertakes at any time or from time to time to provide any such information to a
Guarantor, such Holder of Guaranteed Obligations (including the Administrative
Agent) shall be under no obligation (i) to undertake any investigation not a
part of its regular business routine, (ii) to disclose any information which
such Holder of Guaranteed Obligations (including the Administrative Agent),
pursuant to accepted or reasonable commercial finance or banking practices,
wishes to maintain confidential or (iii) to make any other or future disclosures
of such information or any other information to such Guarantor.

    


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

    


    SECTION
21.  Merger.  This
Guaranty represents the final agreement of each of the Guarantors with respect
to the matters contained herein and may not be contradicted by evidence of prior
or contemporaneous agreements, or subsequent oral agreements, between the
Guarantor and any Holder of Guaranteed Obligations (including the Administrative
Agent).

    


    SECTION
22.  Headings.  Section
headings in this Guaranty are for convenience of reference only and shall not
govern the interpretation of any provision of this Guaranty.

    


                                   
SECTION 23.  Judgment
Currency.  If for the purposes of obtaining judgment in any
court it is necessary to convert a sum due from any Guarantor hereunder in the
currency expressed to be payable herein (the “specified currency”)
into another currency, the parties hereto agree, to the fullest extent that they
may effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Administrative Agent could
purchase the specified currency with such other currency at the Administrative
Agent’s main New York City office on the Business Day preceding that on which
final, non-appealable judgment is given.  The obligations of each
Guarantor in respect of any sum due hereunder shall, notwithstanding any
judgment in a currency other than the specified currency, be discharged only to
the extent that on the Business Day following receipt by any Holder of
Guaranteed Obligations (including the Administrative Agent), as the case may be,
of any sum adjudged to be so due in such other currency such Holder of
Guaranteed Obligations (including the Administrative Agent), as the case may be,
may in accordance with normal, reasonable banking procedures purchase the
specified currency with such other currency.  If the amount of the
specified currency so purchased is less than the sum originally due to such
Holder of Guaranteed Obligations (including the Administrative Agent), as the
case may be, in the specified currency, each Guarantor

    


    
      
        
           


        

        
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    agrees,
to the fullest extent that it may effectively do so, as a separate obligation
and notwithstanding any such judgment, to indemnify such Holder of Guaranteed
Obligations (including the Administrative Agent), as the case may be, against
such loss, and if the amount of the specified currency so purchased exceeds (a)
the sum originally due to any Holder of Guaranteed Obligations (including the
Administrative Agent), as the case may be, in the specified currency and (b)
amounts shared with other Holders of Guaranteed Obligations as a result of
allocations of such excess as a disproportionate payment to such other Holder of
Guaranteed Obligations under Section 2.18 of the Credit Agreement, such Holder
of Guaranteed Obligations (including the Administrative Agent), as the case may
be, agrees, by accepting the benefits hereof, to remit such excess to such
Guarantor.

    


    SECTION
24.  Sale of
Equity Interests of a Guarantor.  In the event that all of the
Equity Interests in one or more Guarantors is sold or otherwise disposed of or
liquidated in compliance with the requirements of Section 6.03 of the Credit
Agreement (or such sale or other disposition has been approved in writing by the
Required Lenders (or all Lenders, or all of the Lenders (other than any
non-Defaulting Lender), as applicable, if required by Section 9.02 of the Credit
Agreement) and the proceeds of any such sale, disposition or liquidation are
applied, to the extent applicable, in accordance with the provisions of the
Credit Agreement, such Guarantor shall be released from this Guaranty and this
Guaranty shall, as to each such Guarantor or Guarantors, terminate, and have no
further force or effect (it being understood that the sale of one or more
Persons that own, directly or indirectly, all of the Equity Interests of any
Guarantor shall be deemed to be a sale of such Guarantor for purposes of this
Section 24).

    


    SECTION
25. Termination.  After
the termination of the Commitments, when no Letter of Credit is outstanding and
when all Loans and other Guaranteed Obligations (other than Unliquidated
Obligations) have been indefeasibly paid in full in cash, this Guaranty will
terminate and the Administrative Agent, at the request and expense of the
Borrower and/or any of the Guarantors, will execute and deliver to the
Guarantors an instrument or instruments acknowledging the satisfaction and
termination of this Guaranty.

    


    Remainder
of Page Intentionally Blank.

    


    


    


    
      
        
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    IN
WITNESS WHEREOF, each of the Initial Guarantors has caused this Guaranty to be
duly executed by its authorized officer as of the day and year first above
written.

    


    [GUARANTORS]

    


    


    By:___________________________________

    Name:

    Title:

    


    


    


    
      
        
           


        

        
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    Acknowledged
and Agreed

    as of the
date first written above:

    


    JPMORGAN
CHASE BANK, N.A.,

    as
Administrative Agent

    


    


    By:_____________________________________

    Name:

    Title:

    


    
      
        
           


        

        
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    ANNEX I
TO GUARANTY

    


    


    Reference
is hereby made to the Guaranty (the “Guaranty”) made as of
[__________], by and among [GUARANTORS TO COME] (the “Initial Guarantors”
and along with any additional Subsidiaries of the Borrower, which become parties
thereto and together with the undersigned, the “Guarantors”) in favor
of the Administrative Agent, for the ratable benefit of the Holders of
Guaranteed Obligations, under the Credit Agreement.  Capitalized terms
used herein and not defined herein shall have the meanings given to them in the
Guaranty.  By its execution below, the undersigned [NAME OF NEW
GUARANTOR], a [corporation] [partnership] [limited liability company] (the
“New
Guarantor”), agrees to become, and does hereby become, a Guarantor under
the Guaranty and agrees to be bound by such Guaranty as if originally a party
thereto.  By its execution below, the undersigned represents and
warrants as to itself that all of the representations and warranties contained
in Section 2 of the Guaranty are true and correct in all respects as of the date
hereof.

    


    IN
WITNESS WHEREOF, New Guarantor has executed and delivered this Annex I
counterpart to the Guaranty as of this __________ day of _________,
20___.

    


    


    [NAME OF
NEW GUARANTOR]

    


    By:_____________________________

    


    
      
        
           


        

        
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    EXHIBIT
E

    


    FORM OF
COMMITMENT AND ACCEPTANCE AGREEMENT

    


    


    Dated
[__________]

    


    Reference
is made to the Credit Agreement dated as of August 17, 2009 (as amended,
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”)
among Lexmark International, Inc. (the “Borrower”), the
financial institutions party thereto (the “Lenders”), and
JPMorgan Chase Bank, N.A. in its capacity as contractual representative for the
Lenders (the “Agent”).  Terms
defined in the Credit Agreement are used herein with the same
meaning.

    


    Pursuant
to Section 2.20 of the Credit Agreement, the Borrower has requested an increase
in the Aggregate Commitment from $______________ to
$_____________.  Such increase in the Aggregate Commitment is to
become effective on the date (the “Effective Date”)
which is the later of (i) _________, ____ and (ii) the date on which the
conditions precedent set forth in Section 2.20 in respect of such increase have
been satisfied.  In connection with such requested increase in the
Aggregate Commitment, the Borrower, the Administrative Agent and
_________________ (the “Accepting Bank”)
hereby agree as follows:

    


    1.           Effective
as of the Effective Date, [the Accepting Bank shall become a party to the Credit
Agreement as a Lender and shall have all of the rights and obligations of a
Lender thereunder and shall thereupon have a Commitment under and for purposes
of the Credit Agreement in an amount equal to the] [the Commitment of the
Accepting Bank under the Credit Agreement shall be increased from $_________ to
the] amount set forth opposite the Accepting Bank’s name on the signature page
hereof.

    


    [2.           The
Accepting Bank hereby (i) confirms that it has received a copy of the Credit
Agreement, together with copies of the financial statements and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Commitment and Acceptance Agreement;
(ii) agrees that it will, independently and without reliance upon the Agent or
any other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Credit Agreement; (iii) appoints and authorizes the
Administrative Agent to take such action as contractual representative on its
behalf and to exercise such powers under the Credit Agreement as are delegated
to the Agent by the terms thereof, together with such powers as are reasonably
incidental thereto; and (iv) agrees that it will perform in accordance with
their terms all of the obligations which by the terms of the Credit Agreement
are required to be performed by it as a Lender.]

    


    3.           The
Borrower hereby represents and warrants that as of the date hereof and as of the
Effective Date, (a) all representations and warranties under Article III of the
Credit Agreement shall be true and correct in all material respects as though
made on such date (except for representations and warranties for which
exceptions thereto have been disclosed in writing to the Administrative Agent
and which have been approved in writing by the Required Lenders or expressly
relate to an earlier specified date) and (b) no event shall have occurred and
then be continuing which constitutes a Default or an Event of
Default.

    


    4.  THIS
COMMITMENT AND ACCEPTANCE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    



    5.  This
Commitment and Acceptance Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which taken together shall
constitute one and the same instrument.

    


    
      
        
           


        

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

     

     

    
      
        
          	 
      	
                  LEXMARK
      INTERNATIONAL, INC.,

                
	 
      	
                  as
      the Borrower

                
	 
      	 
      
	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	
                  Title:

                	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                  JPMORGAN
      CHASE BANK, N.A.,

                
	 
      	
                  as
      Administrative Agent

                
	 
      	 
      
	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	
                  Title:

                	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                  COMMITMENT

                	
                  ACCEPTING BANK

                
	 
      	 
      
	 
      	 
      
	
                  $

                	
                  [BANK]

                
	 
      	 
      
	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	
                  Title:

                	 
      


        

      

    

    


    


    


    
      
        
           


        

        
          3