Exhibit 4.1




 
Exhibit 4.1

CREDIT AGREEMENT




dated as of June 30, 2011




among




REGAL-BELOIT CORPORATION,




VARIOUS SUBSIDIARIES THEREOF,




VARIOUS FINANCIAL INSTITUTIONS,




BANK OF AMERICA, N.A.,

as Syndication Agent,




and




WELLS FARGO BANK, N.A.,

U.S. BANK NATIONAL ASSOCIATION,

and

FIFTH THIRD BANK,

as Co-Documentation Agents,




and




JPMORGAN CHASE BANK, N.A.,

as Administrative Agent




J.P. MORGAN SECURITIES LLC




and




MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

as Joint Lead Arrangers and Joint Book Managers



 


 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	SECTION 1. DEFINITIONS
	 	 	 	 
	 
	 	 	 	 
	1.1 Definitions
	 	 	1	 
	1.2 Other Interpretive Provisions
	 	 	19	 
	 
	 	 	 	 
	SECTION 2. COMMITMENTS OF THE BANKS; BORROWING AND CONVERSION PROCEDURES; LETTER OF
CREDIT PROCEDURES; SWING LINE LOANS
	 	 	 	 
	 
	 	 	 	 
	2.1 Commitments
	 	 	20	 
	2.2 Loan Procedures
	 	 	21	 
	2.3 Letter of Credit Procedures
	 	 	23	 
	2.4 Swing Line Loans
	 	 	27	 
	2.5 Commitments Several
	 	 	29	 
	2.6 Certain Conditions
	 	 	29	 
	2.7 Subsidiary Borrowers
	 	 	29	 
	2.8 Utilization of Commitments in Offshore Currencies; Valuation
	 	 	30	 
	2.9 Additional Cash Collateral
	 	 	32	 
	2.10 Defaulting Banks
	 	 	32	 
	 
	 	 	 	 
	SECTION 3. EVIDENCE OF DEBT
	 	 	 	 
	 
	 	 	 	 
	3.1 Bank Records
	 	 	35	 
	3.2 Administrative Agent Records
	 	 	35	 
	 
	 	 	 	 
	SECTION 4. INTEREST
	 	 	 	 
	 
	 	 	 	 
	4.1 Interest Rates
	 	 	35	 
	4.2 Interest Payment Dates
	 	 	36	 
	4.3 Setting and Notice of Eurodollar Rates
	 	 	36	 
	4.4 Computation of Interest
	 	 	36	 
	 
	 	 	 	 
	SECTION 5. FEES
	 	 	 	 
	 
	 	 	 	 
	5.1 Non-Use Fee
	 	 	36	 
	5.2 Letter of Credit Fees
	 	 	37	 
	5.3 Up-Front and Funding Fees
	 	 	37	 
	5.4 Administrative Agent’s and Lead Arrangers’ Fees
	 	 	37	 
	 
	 	 	 	 
	SECTION 6. CHANGES IN COMMITMENT AMOUNT; PREPAYMENTS
	 	 	 	 
	 
	 	 	 	 
	6.1 Changes in Commitment Amount
	 	 	37	 
	6.2 Prepayments
	 	 	39	 






 


 









 





TABLE OF CONTENTS





	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	SECTION 7. MAKING AND PRORATION OF PAYMENTS; SETOFF; TAXES
	 	 	 	 
	 
	 	 	 	 
	7.1 Making of Payments
	 	 	39	 
	7.2 Application of Certain Payments
	 	 	40	 
	7.3 Due Date Extension or Reduction
	 	 	40	 
	7.4 Failure to Make Payments
	 	 	40	 
	7.5 Setoff
	 	 	41	 
	7.6 Proration of Payments
	 	 	41	 
	7.7 Taxes
	 	 	41	 
	 
	 	 	 	 
	SECTION 8. INCREASED COSTS; SPECIAL PROVISIONS FOR EURODOLLAR LOANS
	 	 	 	 
	 
	 	 	 	 
	8.1 Increased Costs
	 	 	43	 
	8.2 Inability to Determine Rates, etc
	 	 	44	 
	8.3 Changes in Law Rendering Eurodollar Loans Unlawful
	 	 	45	 
	8.4 Funding Losses
	 	 	45	 
	8.5 Right of Banks to Fund through Other Offices
	 	 	46	 
	8.6 Discretion of Banks as to Manner of Funding
	 	 	46	 
	8.7 Mitigation of Circumstances; Replacement or Removal of Affected Bank
	 	 	46	 
	8.8 Conclusiveness of Statements; Survival of Provisions
	 	 	47	 
	 
	 	 	 	 
	SECTION 9. REPRESENTATIONS AND WARRANTIES
	 	 	 	 
	 
	 	 	 	 
	9.1 Organization, etc
	 	 	47	 
	9.2 Authorization; No Conflict
	 	 	48	 
	9.3 Validity and Binding Nature
	 	 	48	 
	9.4 Financial Condition
	 	 	48	 
	9.5 No Material Adverse Change
	 	 	48	 
	9.6 Litigation
	 	 	48	 
	9.7 Ownership of Properties
	 	 	48	 
	9.8 Subsidiaries
	 	 	49	 
	9.9 Pension Plans and Plan Assets
	 	 	49	 
	9.10 Investment Company Act
	 	 	49	 
	9.11 Regulation U
	 	 	49	 
	9.12 Taxes
	 	 	49	 
	9.13 Environmental Matters
	 	 	49	 
	9.14 Information
	 	 	50	 
	9.15 No Default
	 	 	50	 
	9.16 Subsidiary Borrower Supplements
	 	 	50	 






 


 









 





TABLE OF CONTENTS





	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	SECTION 10. COVENANTS
	 	 	 	 
	 
	 	 	 	 
	10.1 Reports, Certificates and Other Information
	 	 	51	 
	10.2 Books, Records and Inspections
	 	 	53	 
	10.3 Insurance
	 	 	54	 
	10.4 Compliance with Laws; Payment of Taxes
	 	 	54	 
	10.5 Maintenance of Existence, etc
	 	 	54	 
	10.6 Financial Covenants
	 	 	54	 
	10.7 Limitations on Debt
	 	 	55	 
	10.8 Liens
	 	 	56	 
	10.9 Mergers, Consolidations, Sales
	 	 	58	 
	10.10 Use of Proceeds
	 	 	59	 
	10.11 Further Assurances
	 	 	59	 
	10.12 Transactions with Affiliates
	 	 	59	 
	10.13 Employee Benefit Plans
	 	 	60	 
	10.14 Environmental Laws
	 	 	60	 
	10.15 Business Activities
	 	 	60	 
	10.16 Non-Guarantor Domestic Subsidiaries
	 	 	60	 
	10.17 Intercreditor Agreement
	 	 	61	 
	 
	 	 	 	 
	SECTION 11. EFFECTIVENESS; CONDITIONS OF LENDING, ETC
	 	 	 	 
	 
	 	 	 	 
	11.1 Effectiveness
	 	 	61	 
	11.2 Conditions to All Credit Extensions of Credit
	 	 	63	 
	11.3 Confirmatory Certificate
	 	 	63	 
	11.4 Initial Loans to a Subsidiary Borrower
	 	 	63	 
	 
	 	 	 	 
	SECTION 12. EVENTS OF DEFAULT AND THEIR EFFECT
	 	 	 	 
	 
	 	 	 	 
	12.1 Events of Default
	 	 	64	 
	12.2 Effect of Event of Default
	 	 	66	 
	 
	 	 	 	 
	SECTION 13. THE ADMINISTRATIVE AGENT
	 	 	 	 
	 
	 	 	 	 
	13.1 Appointment and Authority
	 	 	67	 
	13.2 Delegation of Duties
	 	 	67	 
	13.3 Liability of Administrative Agent
	 	 	67	 
	13.4 Reliance by Administrative Agent
	 	 	68	 






 


 









 




TABLE OF CONTENTS





	 	 	 	 	 
	 	 	Page	 
	 
	 	 
	13.5 Credit Decision
	 	 	68	 
	13.6 Indemnification
	 	 	69	 
	13.7 Agent in Individual Capacity
	 	 	69	 
	13.8 Resignation of Administrative Agent
	 	 	70	 
	13.9 Withholding Tax
	 	 	71	 
	13.10 Guaranty Matters
	 	 	72	 
	13.11 Administrative Agent May File Proofs of Claim
	 	 	72	 
	13.12 Other Agents
	 	 	73	 
	 
	 	 	 	 
	SECTION 14. GENERAL
	 	 	 	 
	 
	 	 	 	 
	14.1 Waiver; Amendments
	 	 	73	 
	14.2 Counterparts
	 	 	74	 
	14.3 Notices
	 	 	74	 
	14.4 Regulation U
	 	 	75	 
	14.5 Costs, Expenses and Taxes
	 	 	75	 
	14.6 Captions
	 	 	75	 
	14.7 Successors and Assigns
	 	 	75	 
	14.8 Assignments; Participations
	 	 	76	 
	14.9 Payments Set Aside
	 	 	78	 
	14.10 Governing Law
	 	 	78	 
	14.11 Indemnification by the Company
	 	 	78	 
	14.12 Forum Selection and Consent to Jurisdiction
	 	 	79	 
	14.13 Waiver of Jury Trial
	 	 	80	 
	14.14 Confidentiality
	 	 	80	 
	14.15 USA PATRIOT Act Notice
	 	 	81	 
	14.16 No Fiduciary or Implied Duties
	 	 	81	 
	14.17 Judgment
	 	 	81	 
	14.18 Most Favored Lender
	 	 	82	 
	 
	 	 	 	 
	SECTION 15. COMPANY GUARANTY
	 	 	 	 
	 
	 	 	 	 
	15.1 The Guaranty
	 	 	82	 
	15.2 Insolvency
	 	 	83	 
	15.3 Nature of Liability
	 	 	83	 
	15.4 Independent Obligation
	 	 	83	 
	15.5 Authorization
	 	 	83	 
	15.6 Reliance
	 	 	84	 
	15.7 Subordination
	 	 	84	 
	15.8 Waiver
	 	 	85	 
	15.9 Nature of Liability
	 	 	85	 







 


 









 







SCHEDULES




	 	 	 
	SCHEDULE 1.1
	 	Pricing Schedule

	SCHEDULE 2.1
	 	Commitments and Percentages

	SCHEDULE 2.3.1(a)
	 	Existing Letters of Credit

	SCHEDULE 9.6
	 	Litigation

	SCHEDULE 9.8
	 	Subsidiaries

	SCHEDULE 9.13
	 	Environmental Matters

	SCHEDULE 10.7
	 	Existing Debt

	SCHEDULE 10.8
	 	Existing Liens

	SCHEDULE 10.9
	 	Existing Partnership and Joint Venture Investments

	SCHEDULE 14.3
	 	Addresses for Notices







EXHIBITS




	 	 	 
	EXHIBIT A
	 	Form of Note (Section 3.1)

	EXHIBIT B
	 	Form of Compliance Certificate (Section 10.1.3)

	EXHIBIT C
	 	Form of Subsidiary Guaranty (Section 1)

	EXHIBIT D
	 	Form of Assignment Agreement (Section 14.8)

	EXHIBIT E
	 	Form of Request for Increase in Commitment Amount (Section 6.1.2)

	EXHIBIT F
	 	Form of Subsidiary Borrower Supplement (Section 2.7(a))








 


 









 







CREDIT AGREEMENT




This CREDIT AGREEMENT dated as of June 30, 2011 (this “Agreement”) is entered into
among REGAL-BELOIT CORPORATION, a Wisconsin corporation (the “Company”), various financial
institutions (together with their respective successors and assigns, the “Banks”), BANK OF
AMERICA, N.A., as Syndication Agent, and JPMORGAN CHASE BANK, N.A. (in its individual capacity,
“JPMorgan”), as administrative agent.



WHEREAS, the Banks are willing to extend commitments to make loans to, and issue or
participate in letters of credit for the account of, the Company and various subsidiaries thereof
on the terms and conditions set forth herein.



NOW, THEREFORE, the parties hereto agree as follows:



SECTION 1. DEFINITIONS.



1.1 Definitions. When used herein the following terms shall have the following
meanings:



2007 Note Purchase Agreement means the Note Purchase Agreement dated as of August 23,
2007 among the Company and the purchasers of notes issued pursuant thereto.



2011 Note Purchase Agreement means the Note Purchase Agreement, substantially in the
form of the most recent draft delivered to the Administrative Agent prior to the Effective Date,
expected to be entered into during Fiscal Year 2011 by the Company and various purchasers of notes.



Acquisition means any transaction or series of related transactions for the purpose of
or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the
assets of a Person, or of all or substantially all of any business or division of a Person, (b) the
acquisition of in excess of 50% of the capital stock, partnership interests, membership interests
or equity of any Person, or otherwise causing any Person to become a Subsidiary, or (c) a merger or
consolidation or any other combination with another Person; provided that the Company or a
Subsidiary is the surviving entity.



Administrative Agent means JPMorgan in its capacity as administrative agent for the
Banks hereunder and any successor thereto in such capacity.



Administrative Questionnaire means an administrative questionnaire substantially in a
form supplied by the Administrative Agent.



Affected Bank means any Bank (a) that is a Defaulting Bank or a Non-Consenting Bank or
(b) that has given notice to the Company (which has not been rescinded) of (i) any obligation by
the Company to pay any amount pursuant to Section 7.7 or 8.1 or (ii) the occurrence
of any circumstances of the nature described in Section 8.2 or 8.3.



Affiliate of any Person means any other Person which, directly or indirectly, controls
or is controlled by or is under common control with such Person.


 


1









 





Agent-Related Persons means the Administrative Agent and any successor administrative
agent arising under Section 13.8, and the Related Parties of the foregoing.




Agreement — see the Preamble.



Applicable Currency means, as to any particular Letter of Credit or Loan, Dollars or
the Offshore Currency in which it is denominated or payable.



Approved Fund means any Person (other than a natural person) that (a) is (or will be)
engaged in making, purchasing, holding or otherwise investing in commercial loans and similar
extensions of credit in the ordinary course of its business and (b) is administered or managed by
(i) a Bank, (ii) an Affiliate of a Bank or (iii) an entity or an Affiliate of an entity that
administers or manages a Bank.




Assignee — see Section 14.8.1.




Assignment Agreement — see Section 14.8.1.



Associated Costs Rate means for any Offshore Currency Loan for any Interest Period, a
percentage rate per annum, as determined on the first day of such Interest Period by the
Administrative Agent as reflecting the cost, loss or difference in return which would be suffered
or incurred by a Bank as a result of (a) funding (at the Eurodollar Rate and on a match funded
basis) any special deposit or cash ratio deposit required to be placed with the Bank of England
and/or the Financial Services Authority (or any other authority which replaces all or any of its
functions) and/or (b) any charge imposed by the Bank of England and/or the Financial Services
Authority (or any other authority which replaces it or any of its functions).



Backup Support means, with respect to any Letter of Credit, to Cash Collateralize such
Letter of Credit or to deliver to the Administrative Agent a letter of credit, from a financial
institution and in a form satisfactory to the Administrative Agent and the Issuing Bank of such
Letter of Credit, to support the Company’s obligations with respect to such Letter of Credit.




Bank — see the Preamble. References to the “Banks” shall include each Issuing
Bank and the Swing Line Bank; for purposes of clarification only, to the extent that JPMorgan or
any successor Issuing Bank or Swing Line Bank may have rights or obligations in addition to those
of the other Banks due to its status as an Issuing Bank or the Swing Line Bank, its status as such
will be specifically referenced.



Base Rate means at any time a fluctuating rate per annum equal to the greatest of (a)
the Federal Funds Rate plus 0.5%, (b) the Prime Rate and (c) the Eurodollar Rate for a Eurodollar
Loan with a one month Interest Period commencing on such day (or, if such day is not a Business
Day, the immediately preceding Business Day) plus 1.00%.



Base Rate Loan means any Loan or L/C Advance which bears interest at or by reference
to the Base Rate and is denominated in Dollars.



Base Rate Margin — see Schedule 1.1.


 


2









 






Borrower Materials — see Section 10.1.



Borrowers means the Company and the Subsidiary Borrowers, and Borrower means
any of them.



Business Day means any day other than a Saturday, Sunday or other day on which
commercial banks are authorized or required to be closed in Chicago, Illinois or New York, New York
and: (i) if such day relates to a Eurodollar Loan denominated in Dollars, means any such day on
which dealings in Dollar deposits are carried on in the applicable interbank eurodollar market;
(ii) if such day relates to a Eurodollar Loan denominated in Euro, means a TARGET Day; and (iii) if
such day relates to a Eurodollar Loan denominated in any other Offshore Currency, means a day on
which commercial banks are open for foreign exchange business in London, England and on which
dealings in the relevant Offshore Currency are carried on in the applicable offshore foreign
exchange interbank market in which disbursements of or payments in such Offshore Currency will be
made or received hereunder.



Capital Lease means, with respect to any Person, any lease of (or other agreement
conveying the right to use) any real or personal property by such Person that, in conformity with
GAAP, is accounted for as a capital lease on the balance sheet of such Person.



Cash Collateralize means to pledge and deposit with or deliver to the Administrative
Agent, for the benefit of the Administrative Agent, the applicable Issuing Bank or the Swing Line
Bank and the other Banks, as collateral for the applicable obligations of the Company and its
Subsidiaries hereunder, cash or deposit account balances in Dollars or, to the extent contemplated
by the definition of “Supported Letter of Credit”, the currency in which the applicable Letter of
Credit is denominated, in each case pursuant to documentation in form and substance reasonably
satisfactory to the Administrative Agent and the applicable Issuing Bank or the Swing Line Bank
(which documents are hereby consented to by the Banks). Derivatives of such term shall have
corresponding meanings. Cash Collateral shall be maintained in blocked deposit accounts at
JPMorgan (which accounts shall be interest-bearing so long as no Event of Default exists).



Change in Law means the occurrence, after the date of this Agreement, of any of the
following: (a) the adoption or phase-in of any applicable law, rule or regulation regarding
capital adequacy, or (b) any change therein, or any change in the interpretation or administration
thereof by any governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or (c) compliance by any Bank (or any Eurodollar Office
of such Bank) or any Person controlling such Bank with any request or directive regarding capital
adequacy (whether or not having the force of law) of any such authority, central bank or comparable
agency made or issued after the date of this Agreement; provided that notwithstanding
anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act
and all requests, rules, guidelines or directives thereunder or issued in connection therewith by
any Governmental Authority and (ii) all requests, rules, guidelines or directives promulgated by
the Bank for International Settlements, the Basel Committee on Banking Supervision (or any
successor or similar authority) or the United States regulatory authorities, in each case pursuant
to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted,
adopted or issued.


 


3









 






Code means the Internal Revenue Code of 1986.



Commitment means, as to any Bank, such Bank’s commitment to make Revolving Loans, to
make or participate in Swing Line Loans and to issue or participate in Letters of Credit under this
Agreement. The amount of the Commitment of each Bank as in effect on the date of this Agreement is
set forth opposite such Bank’s name on Schedule 2.1.



Commitment Amount means $500,000,000, as such amount may be changed from time to time
pursuant to Section 6 or 12.




Company — see the Preamble.



Computation Date means (a) any day on which the Commitment Amount is reduced pursuant
to Section 6.1.1; (b) with respect to matters relating to Eurodollar Loans, each day on
which a Borrower borrows, converts or continues any Eurodollar Loan and each date on which interest
on any Eurodollar Loan is payable; and (c) with respect to matters relating to any Letter of
Credit, (i) the day on which such Letter of Credit is issued and (ii) each day on which the Stated
Amount of such Letter of Credit is modified.



Computation Period means each period of four consecutive Fiscal Quarters ending on the
last day of a Fiscal Quarter.



Consolidated Net Income means, with respect to the Company and its Subsidiaries for
any period, the consolidated net income (or loss) of the Company and its Subsidiaries for such
period, excluding, to the extent included in such net income (or loss) for such period, (a) any
extraordinary gains or losses, (b) non-recurring or unusual losses, charges or expenses arising out
of any Acquisition or disposition permitted hereunder consummated on or after the Effective Date to
the extent described in reasonable detail in the compliance certificate delivered pursuant to
Section 10.1.3 for such period (and first so described in such a compliance certificate
delivered within 12 months after the date of such Acquisition or disposition), in an aggregate
amount not exceeding $17,500,000, (c) up to $5,000,000 of other non-recurring or unusual losses,
charges or expenses, but only to the extent incurred after the Effective Date and described in
reasonable detail in the compliance certificate delivered pursuant to Section 10.1.3 for
such period, and (d) the amount of “net income attributable to noncontrolling interests, net of
tax” (as such term is used in the Company’s financial statements referred to in Section
9.4).



Controlled Group means all members of a controlled group of corporations and all
members of a controlled group of trades or businesses (whether or not incorporated) under common
control which, together with the Company, are treated as a single employer under Section 414 of the
Code or Section 4001 of ERISA.



Credit Extension means the making of any Loan or the issuance, or increase in the
Stated Amount, of any Letter of Credit.


 


4









 





Debt of any Person means, without duplication, (a) all indebtedness of such Person for
borrowed money, whether or not evidenced by bonds, debentures, notes or similar instruments, (b)
all obligations of such Person as lessee under Capital Leases which have been or should be recorded
as liabilities on a balance sheet of such Person, (c) all obligations of such Person to pay
the deferred purchase price of property or services (excluding (i) trade and similar accounts
payable and accrued expenses in the ordinary course of business and (ii) accrued pension costs and
other employee benefit and compensation obligations arising in the ordinary course of business),
(d) all indebtedness secured by a Lien on the property of such Person, whether or not such
indebtedness shall have been assumed by such Person (it being understood that if such Person has
not assumed or otherwise become personally liable for any such indebtedness, the amount of the Debt
of such Person in connection therewith shall be limited to the lesser of the face amount of such
indebtedness and the fair market value of all property of such Person securing such indebtedness),
(e) all obligations, contingent or otherwise, under letters of credit (whether or not drawn),
including the Letters of Credit, but otherwise excluding trade letters of credit, and banker’s
acceptances issued for the account of such Person, (f) all Securitization Obligations of such
Person, to the extent such obligations would be required to be included on the consolidated balance
sheet of the Company in accordance with GAAP, (g) the net obligations of such Person under Hedging
Agreements, (h) all Suretyship Liabilities of such Person with respect to obligations of the type
described in any of the foregoing clauses (a) through (g) and (i) all Debt of any
partnership in which such Person is a general partner. The amount of any net obligation under any
Hedging Agreement on any date shall be deemed to be the Swap Termination Value thereof as of such
date. If any of the foregoing Debt is limited to recourse against a particular asset or assets of
such Person, the amount of the corresponding Debt shall be equal to the lesser of the amount of
such Debt and the fair market value of such asset or assets at the date for determination of the
amount of such Debt. The amount of Debt of the Company and its Subsidiaries hereunder shall be
calculated without duplication of Suretyship Liabilities of the Company or any Subsidiary in
respect thereof. “Debt” shall not include (1) indebtedness owing to the Company by any Subsidiary
or indebtedness owing to any Subsidiary by the Company or another Subsidiary, (2) any customary
earnout or holdback in connection with Acquisitions permitted hereunder, (3) any obligations of the
Company or its Subsidiaries in respect of customer advances received and held in the ordinary
course of business or (4) performance bonds or performance guaranties (or bank guaranties or
letters of credit in lieu thereof) entered into in the ordinary course of business.



Defaulting Bank means, subject to Section 2.10(b), any Bank that (a) has
failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans
were required to be funded hereunder unless such Bank notifies the Administrative Agent and the
Company in writing that such failure is the result of such Bank’s good faith determination that one
or more conditions precedent to funding (each of which conditions precedent, together with any
applicable default, shall be specifically identified in such writing) has not been satisfied, or
(ii) pay to the Administrative Agent, an Issuing Bank, the Swing Line Bank or any other Bank any
other amount required to be paid by it hereunder (including in respect of its participation in
Letters of Credit or Swing Line Loans) within two Business Days of the date when due, (b) has
notified the Company, the Administrative Agent, an Issuing Bank or the Swing Line Bank in writing
that it does not intend or expect to comply with all or any portion of its funding obligations
hereunder or generally under other agreements in which it commits to extend credit, or has made a
public statement to that effect (unless such writing or public statement relates to such Bank’s
obligation to fund a Loan hereunder and states that such position is based on such Bank’s good
faith determination that a condition precedent to funding (which condition precedent, together with
any applicable default, shall be specifically identified in such writing or public statement)
cannot be satisfied), (c) has failed, within three Business


 


5









 





Days
after written request by the Administrative Agent or the Company, to confirm in a manner satisfactory to the
Administrative Agent that it will comply (and is financially able to comply) with its prospective
funding obligations hereunder, or (d) has, or has a direct or indirect parent company that has, (i)
become the subject of a bankruptcy, insolvency or similar proceeding, or (ii) had appointed for it
a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors
or similar Person charged with reorganization or liquidation of its business or assets, including
the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting
in such a capacity; provided that a Bank shall not be a Defaulting Bank solely by virtue of
the ownership or acquisition of any equity interest in such Bank or any direct or indirect parent
company thereof by a Governmental Authority so long as such ownership interest does not result in
or provide such Bank with immunity from the jurisdiction of courts within the United States or from
the enforcement of judgments or writs of attachment on its assets or permit such Bank (or such
Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made
with such Bank. Any determination made in good faith by the Administrative Agent that a Bank is a
Defaulting Bank under clauses (a) through (d) above shall be conclusive and binding
absent manifest error, and such Bank shall be deemed to be a Defaulting Bank (subject to
Section 2.10(b)) upon delivery of written notice of such determination to the Company, each
Issuing Bank, the Swing Line Bank and each Bank.




Designated Debt means “Debt” as defined in the Note Purchase Agreement.




Dollar and the sign “$” mean lawful money of the United States of America.



Dollar Equivalent means, at any time, (a) as to any amount denominated in Dollars, the
amount thereof at such time, and (b) as to any amount denominated in an Offshore Currency, the
equivalent amount in Dollars as determined by the Administrative Agent or the applicable Issuing
Bank at such time on the basis of the Spot Rate for the purchase of Dollars with such Offshore
Currency on the most recent Computation Date.



Domestic Subsidiary means a Subsidiary organized under the laws of (a) the United
States or any political subdivision thereof, or any agency, department or instrumentality thereof,
or (b) any state of the United States.



EBITDA means, for any period, Consolidated Net Income for such period plus, to
the extent deducted in determining such Consolidated Net Income but without duplication, Interest
Expense, interest or similar costs and expenses relating to Permitted Securitizations, taxes on or
measured by income, depreciation and amortization and other non-cash charges for such period,
minus, to the extent included in determining such Consolidated Net Income, non-cash income
for such period; provided that EBITDA for each relevant period shall be calculated giving
effect on a pro forma basis to Acquisitions and dispositions consummated during
such period (assuming, for purposes of such pro forma calculation, that the
consummation of (i) each such Acquisition occurred on the first day of such period and (ii) each
such disposition occurred on the last day of the previous period).



Effective Date — see Section 11.1.


 


6









 





Environmental Claims means all claims, however asserted, by any governmental,
regulatory or judicial authority or other Person alleging potential liability or responsibility for
violation of any Environmental Law, or for release of Hazardous Substances or injury to the
environment.



Environmental Laws means all federal, state or local laws, statutes, common law
duties, rules, regulations, ordinances and codes, together with all administrative orders, directed
and enforceable duties, licenses, authorizations and permits of, and agreements with, any
governmental authority, in each case relating to environmental matters.




ERISA means the Employee Retirement Income Security Act of 1974.



Eurocurrency Reserve Percentage means, for any day during any Interest Period, the
reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such
day, whether or not applicable to any Bank, under regulations issued from time to time by the FRB
for determining the maximum reserve requirement (including any emergency, supplemental or other
marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as
“Eurocurrency liabilities”). The Eurodollar Rate for each outstanding Eurodollar Loan shall be
adjusted automatically as of the effective date of any change in the Eurodollar Reserve Percentage.



Eurodollar Loan means any Loan which bears interest at a rate determined by reference
to the Eurodollar Rate (Reserve Adjusted), which may be denominated in Dollars or in an Offshore
Currency.




Eurodollar Margin — see Schedule 1.1.



Eurodollar Office means with respect to any Bank the office or offices of such Bank
which shall be making or maintaining the Eurodollar Loans of such Bank hereunder or, if applicable,
such other office or offices through which such Bank determines the Eurodollar Rate. A Eurodollar
Office of any Bank may be, at the option of such Bank, either a domestic or foreign office.



Eurodollar Rate means: (a) for any Interest Period with respect to a Eurodollar Loan,
(i) except for Eurodollar Loans denominated in Euro, the rate per annum equal to the British
Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other
commercially available source providing quotations of BBA LIBOR as designated by the Administrative
Agent from time to time) at approximately 11:00 a.m. (London time) two Business Days prior to the
commencement of such Interest Period, for deposits in the relevant currency (for delivery on the
first day of such Interest Period) with a term equivalent to such Interest Period, and (ii) with
respect to Eurodollar Loans denominated in Euro, the rate appearing on the Reuters Screen EURIBOR01
Page (it being understood that this rate is the Euro interbank offered rate (known as the “EURIBOR
Rate”) sponsored by the Banking Federation of the European Union and the Financial Markets
Association) at approximately 11:00 a.m. (London time) two Business Days prior to the commencement
of such Interest Period as the rate for deposits in Euro with a maturity comparable to such
Interest Period. If such rate is not available at such time for any reason, then the “Eurodollar
Rate” for such Interest Period shall be the rate
per annum determined by the Administrative Agent to be the rate at which deposits in the
relevant currency for delivery on the first day of such Interest Period in Same Day Funds in the
approximate amount of the Eurodollar Loan being made, continued or converted by JPMorgan and with a
term equivalent to such Interest Period would be offered by JPMorgan’s London Branch to major banks
in the London or other offshore interbank market for such currency at their request at
approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest
Period; and


 


7









 





(b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per
annum equal to (i) BBA LIBOR, at approximately 11:00 a.m. (London time) two Business Days prior to
such date for Dollar deposits being delivered in the London interbank market for a term of one
month commencing that day or (ii) if such rate is not available at such time for any reason, the
rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars
for delivery on the date of determination in Same Day Funds in the approximate amount of the Base
Rate Loan being made or maintained and with a term equal to one month would be offered by
JPMorgan’s London Branch to major banks in the London interbank market at their request at the date
and time of determination.



Eurodollar Rate (Reserve Adjusted) means, with respect to any Eurodollar Loan for any
Interest Period, a rate per annum determined pursuant to the following formula:



	 	 	 	 
	Eurodollar Rate (Reserve Adjusted) =

	 	Eurodollar Rate
	 

	 	1- Eurocurrency Reserve Percentage








Event of Default means any of the events described in Section 12.1.



Excluded Subsidiary means each Securitization Subsidiary and each other Subsidiary
having assets with a value of less than $1,000,000. 



Executive Officer means the chief financial officer, the chief executive officer, the
president or any vice president of the Company.




Exemption Representation — see Section 7.7.



Existing Credit Agreement means the Second Amended and Restated Credit Agreement dated
as of April 30, 2007 among the Company, various financial institutions and Bank of America, N.A.,
as administrative agent.



Existing Letter of Credit means each Letter of Credit issued by Bank of America, N.A.
under the Existing Credit Agreement and listed on Schedule 2.3.1(a).



FATCA means Sections 1471 through 1474 of the Code, as of the date of this Agreement,
and any current or future regulations or official interpretations thereof; provided that
“FATCA” shall also include any amendments to Sections 1471 through 1474 of the Code that are
substantively comparable, but only if the requirements in such amended version for avoiding the
withholding are not materially more onerous than the requirements in the current version.


 


8









 






Federal Funds Rate means, for any day, the rate per annum equal to the weighted
average of the rates on overnight Federal funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of
New York on the Business Day next succeeding such day; provided that (a) if such day is not
a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the
next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such
rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day
shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%)
charged to JPMorgan on such day on such transactions as determined by the Administrative Agent.




Fiscal Quarter means a fiscal quarter of a Fiscal Year.



Fiscal Year means the fiscal year of the Company and its Subsidiaries, which period
shall be the 52- or 53-week fiscal year ending on the Saturday closest to December 31 of each year
or, at the Company’s election, the calendar year (so long as such election is consistent with the
Company’s filings with the SEC).



Foreign Subsidiary means each Subsidiary of the Company other than any Domestic
Subsidiary.



FRB means the Board of Governors of the Federal Reserve System or any successor
thereto.



Fronting Exposure means, at any time there is a Defaulting Bank, (a) with respect to
each Issuing Bank, such Defaulting Bank’s Percentage of the outstanding obligations with respect to
Letters of Credit issued by such Issuing Bank other than (i) any such obligations as to which such
Defaulting Bank’s participation obligation has been reallocated to other Banks or Cash
Collateralized in accordance with the terms hereof and (ii) without duplication, any such
obligations with respect to Supported Letters of Credit, and (b) with respect to the Swing Line
Bank, such Defaulting Bank’s Percentage of outstanding Swing Line Loans made by the Swing Line Bank
other than Swing Line Loans as to which such Defaulting Bank’s participation obligation has been
reallocated to other Banks or Cash Collateralized in accordance with the terms hereof.



Funded Debt means all Debt of the Company and its Subsidiaries, excluding (i)
contingent obligations in respect of undrawn letters of credit, bank guarantees and banker’s
acceptances and Suretyship Liabilities in respect of obligations not constituting Debt, (ii)
Hedging Obligations, (iii) Securitization Obligations to the extent such obligations would not be
required to be included on the consolidated balance sheet of the Company in accordance with GAAP
and (iv) obligations to pay the deferred purchase price of services.



Funded Debt to EBITDA Ratio means, for any Computation Period, the ratio of (i) Funded
Debt as of the last day of such Computation Period to (ii) EBITDA for such Computation Period.



 


9









 





GAAP means generally accepted accounting principles set forth from time to time in the
opinions and pronouncements of the Accounting Principles Board and the American Institute of

Certified Public Accountants and statements and pronouncements of the Financial Accounting
Standards Board (or agencies with similar functions of comparable stature and authority within the
U.S. accounting profession), which are applicable to the circumstances as of the date of
determination; provided that, with respect to the financial statements of Foreign
Subsidiaries (except to the extent included in the consolidated financial statements of the
Company), “GAAP” shall mean the generally accepted accounting principles in the relevant foreign
jurisdiction which are set forth from time to time in the opinions and pronouncements of the
applicable accounting standards board (or similar agency) of such foreign jurisdiction which are
applicable to the circumstances as of the date of determination.



Governmental Authority means (a) any nation or government, any state or other
political subdivision thereof, any central bank (or similar monetary or regulatory authority)
thereof and any entity exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government (including any supra-national bodies such as the European
Union or the European Central Bank) and any group or body charged with setting financial accounting
or regulatory capital rules or standards (including, without limitation, the Financial Accounting
Standards Board, the Bank for International Settlements or the Basel Committee on Banking
Supervision or any successor or similar authority to any of the foregoing) and (b) the National
Association of Insurance Commissioners.




Group — see Section 2.2.1.



Guaranteed Creditors means and includes the Administrative Agent, the Banks and each
Person (other than the Company or any of its Subsidiaries) which is a party to a Hedging Agreement
with any Subsidiary Borrower if such Person is, or at the time of entry into such Hedging Agreement
was, a Bank or an Affiliate of a Bank.



Guaranteed Obligations means (a) the full and prompt payment when due (whether at the
stated maturity, by acceleration or otherwise) of the principal and interest (whether such interest
is allowed as a claim in a bankruptcy proceeding with respect to any Subsidiary Borrower or
otherwise) of each Loan made under this Agreement to any Subsidiary Borrower, together with all
other obligations (including obligations which, but for the automatic stay under Section 362(a) of
the United States Bankruptcy Code, would become due) and liabilities (including indemnities, fees
and interest thereon) of any Subsidiary Borrower to the Administrative Agent or any Bank now
existing or hereafter incurred under, arising out of or in connection with this Agreement or any
other Loan Documents and the due performance and compliance with all terms, conditions and
agreements contained in the Loan Documents by any Subsidiary Borrower and (b) the full and prompt
payment when due (whether by acceleration or otherwise) of all obligations (including obligations
which, but for the automatic stay under Section 362(a) of the United States Bankruptcy Code or
similar proceeding under applicable law, would become due) of any Subsidiary Borrower owing under
any Hedging Agreement between such Subsidiary Borrower and any Guaranteed Creditor so long as such
Guaranteed Creditor participates in such Hedging Agreement and its subsequent assigns, if any,
whether now in existence or hereafter arising, and the due performance and compliance with all
terms, conditions and agreements contained therein.


 


10









 





Hazardous Substances means any hazardous waste, as defined by 42 U.S.C. §6903(5), any
hazardous substance as defined by 42 U.S.C. §9601(14), any pollutant or contaminant as defined by
42 U.S.C. §9601(33) or any toxic substance, oil or hazardous material or other chemical or
substance regulated by any Environmental Law, excluding household hazardous waste.



Hedging Agreement means any interest rate, currency or commodity swap agreement, cap
agreement or collar agreement, and any other agreement or arrangement designed to protect against
fluctuations in interest rates, currency exchange rates or commodity prices.



Hedging Obligations means, with respect to any Person, all liabilities of such Person
under Hedging Agreements.




Honor Date — see Section 2.3.3.



Intercreditor Agreement means the Intercreditor Agreement dated as of August 23, 2007
among various creditors of the Company and its Subsidiaries (including the Banks) and Bank of
America, N.A., as Designated Agent.



Interest Coverage Ratio means, for any Computation Period, the ratio of (a) EBITDA for
such Computation Period to (b) Interest Expense for such Computation Period.



Interest Expense means, for any Computation Period, the consolidated interest expense
of the Company and its Subsidiaries for such Computation Period.



Interest Period means, for any Eurodollar Loan, the period commencing on the date such
Loan is borrowed or continued as, or converted into, a Eurodollar Loan and ending on the date one,
two, three or six months thereafter (or such other period as the applicable Borrower may request
and all Banks may agree) as selected by the applicable Borrower pursuant to Section 2.2.2
or 2.2.3; provided that:



(i) if any Interest Period would otherwise end on a day that is not a Business Day, such
Interest Period shall be extended to the following Business Day unless the result of such extension
would be to carry such Interest Period into another calendar month, in which event such Interest
Period shall end on the preceding Business Day;



(ii) any Interest Period that begins on a day for which there is no numerically corresponding
day in the calendar month at the end of such Interest Period shall end on the last Business Day of
the calendar month at the end of such Interest Period; and



(iii) no Borrower may select any Interest Period which would extend beyond the scheduled
Termination Date.



IRS means the Internal Revenue Service, and any Governmental Authority succeeding to
any of its principal functions under the Code.



ISP98 — see Section 2.3.10.


 


11









 





Issuing Bank means each of JPMorgan and Bank of America, N.A. in its capacity as
issuer of Letters of Credit hereunder, together with any replacement issuing bank arising under
Section 13.8.




JPMorgan — see the Preamble.



L/C Advance means, with respect to each Bank, such Bank’s funding of its participation
in any L/C Borrowing in accordance with its Percentage.



L/C Application means, with respect to any request for the issuance of a Letter of
Credit, a letter of credit application in the form being used by the applicable Issuing Bank at the
time of such request for the type of letter of credit requested, with such modifications as the
Company and such Issuing Bank may reasonably approve; provided that to the extent any such
letter of credit application is inconsistent with any provision of this Agreement, the applicable
provision of this Agreement shall control.



L/C Borrowing means an extension of credit resulting from a drawing under any Letter
of Credit which has not been reimbursed in accordance with Section 2.3.3 or refinanced as a
borrowing of Revolving Loans in accordance with Section 2.3.5.




L/C Fee Rate — see Schedule 1.1.




L/C Sublimit — see Section 2.1.2.



Lead Arrangers means J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner &
Smith Incorporated in their capacities as the joint arrangers of, and joint book managers for, the
facilities hereunder.



Letter of Credit means any Existing Letter of Credit and any letter of credit issued
by an Issuing Bank pursuant to Section 2.1.2 and 2.3.



Lien means, with respect to any Person, any interest granted by such Person in any
real or personal property, asset or other right owned or being purchased or acquired by such Person
which secures payment or performance of any obligation and shall include any mortgage, lien,
encumbrance, charge or other security interest of any kind, whether arising by contract, as a
matter of law, by judicial process or otherwise, excluding the interest of a lessor under an
operating lease.



Loan means a Revolving Loan, a Swing Line Loan or an L/C Advance, as the context
requires.



Loan Document means this Agreement, the Notes, the Subsidiary Guaranty, each
Subsidiary Borrower Supplement and the L/C Applications.



Loan Parties means the Company, the Subsidiary Borrowers and the Subsidiary
Guarantors, and Loan Party means any of them.


 


12









 





local time means (a) with respect to any Loan, the time of the office of the
Administrative Agent to which payment of such Loan is to be made, and (b) with respect to any
Letter of Credit, Chicago time.




Margin Stock means any “margin stock” as defined in Regulation U of the FRB.



Material Adverse Effect means (a) a material adverse change in, or a material adverse
effect upon, the business, assets, liabilities (actual or contingent), operations or condition
(financial or otherwise) of the Company and its Subsidiaries taken as a whole or (b) a material
adverse effect upon the legality, validity, binding effect or enforceability against the Company or
any other Loan Party of any Loan Document.




Moody’s means Moody’s Investors Service, Inc. and any successor thereto.



Multiemployer Pension Plan means a multiemployer plan, as such term is defined in
Section 4001(a)(3) of ERISA, and to which the Company or any member of the Controlled Group may
have any liability.



Net Cash Proceeds means, with respect to any sale of assets, the aggregate cash
proceeds (including cash proceeds received by way of deferred payment of principal pursuant to a
note, installment receivable or otherwise, but only as and when received) received by the Company
or any other Loan Party pursuant to such sale, net of (a) the direct costs relating to such sale
(including sales commissions and legal, accounting and investment banking fees), (b) taxes paid or
reasonably estimated by the Company to be payable as a result thereof (after taking into account
any available tax credits or deductions and any tax sharing arrangements), (c) the amount of any
reserve established in accordance with GAAP in respect of (i) the sale price of the asset subject
to such sale or (ii) liabilities associated with such asset that are retained by the Company or
such other Loan Party and (d) amounts required to be applied to the repayment of any Debt secured
by a Lien on the asset subject to such sale.




Non-Consenting Bank — see Section 14.1.



Non-Defaulting Bank means, at any time, each Bank that is not a Defaulting Bank at
such time.




Non-Use Fee Rate — see Schedule 1.1.




Note — see Section 3.1.



Note Purchase Agreement means (a) the 2007 Note Purchase Agreement, (b) the 2011 Note
Purchase Agreement and (c) any other Note Purchase Agreement (as defined in the Intercreditor
Agreement) entered into after the Effective Date.



Offshore Currency means Australian Dollars, Canadian Dollars, Euro and, after the
approval thereof, any other currency requested by the Company and approved by each Bank in
accordance with Section 2.8(d).


 


13









 






Offshore Currency Loan means any Eurodollar Loan denominated in an Offshore Currency.



Offshore Currency Sublimit means an amount equal to the lesser of (a) the Dollar
Equivalent of $100,000,000 and (b) the Commitment Amount.




Participant — see Section 14.8.2.



PBGC means the Pension Benefit Guaranty Corporation and any entity succeeding to any
or all of its functions under ERISA.



Pension Plan means a “pension plan”, as such term is defined in Section 3(2) of ERISA,
which is subject to Title IV of ERISA (other than a Multiemployer Pension Plan), and to which the
Company or any member of the Controlled Group may have any liability, including any liability by
reason of having been a substantial employer within the meaning of Section 4063 of ERISA at any
time during the preceding five years, or by reason of being deemed to be a contributing sponsor
under Section 4069 of ERISA.



Percentage means, as to any Bank, the percentage that (a) the Commitment of such Bank
(or, after termination of the Commitments, the principal amount of such Bank’s Revolving Loans plus
the participation interest of such Bank in the outstanding Swing Line Loans and in the Stated
Amount of all Letters of Credit) is of (b) the aggregate amount of the Commitments (or after
termination of the Commitments, the aggregate principal amount of all Revolving Loans and Swing
Line Loans and the Stated Amount of all Letters of Credit); provided that, if and so long
as any Bank is a Defaulting Bank, such Bank’s Percentage shall be deemed for purposes of this
definition to be reduced to the extent of the defaulted amount and the Percentage of each Issuing
Bank and the Swing Line Bank, in each case as applicable, shall be deemed for purposes of this
definition to be increased to such extent. The Percentage of each Bank as in effect on the date of
this Agreement is set forth opposite such Bank’s name on Schedule 2.1.



Permitted Acquisition means any Acquisition by the Company or a Subsidiary which
satisfies each of the following requirements: (a) no Event of Default or Unmatured Event of Default
has occurred and is continuing at the time of, or immediately after giving effect to, such
Acquisition; (b) the Person to be acquired is in, or the assets to be acquired are for use in, the
same or a similar line of business as the Company and its Subsidiaries or a reasonable extension
thereof; (c) if the aggregate consideration to be paid by the Company and its Subsidiaries in
connection with such Acquisition (including Debt assumed, but excluding capital stock of the
Company or any Subsidiary) exceeds $150,000,000, the Company shall have delivered to the
Administrative Agent a certificate demonstrating that, after giving effect to such Acquisition, the
Company will be in pro forma compliance with the covenants in Section 10.6; and (d) in the
case of the Acquisition of a Person, the Board of Directors (or equivalent governing body) of the
Person being acquired shall have approved such Acquisition.



Permitted Securitization means any program providing for (a) the direct or indirect
sale, contribution and/or transfer to a Securitization Subsidiary, in one or more related and
substantially concurrent transactions, of accounts receivable, general intangibles, chattel paper
or other financial assets (including rights in respect of capitalized leases) and related rights of
the Company or any Subsidiary in transactions intended to constitute (and opined by
nationally-recognized outside legal counsel in connection therewith to constitute) true sales or
true contributions to such Securitization Subsidiary and (b) the provision of financing secured by
the assets so sold, contributed and/or transferred, whether in the form of secured loans or the
acquisition of undivided interests in such assets.


 


14









 





Person means any natural person, corporation, partnership, trust, limited liability
company, association, governmental authority or unit, or other entity, whether acting in an
individual, fiduciary or other capacity.



Plan Asset Regulation means the U.S. Department of Labor regulation located at 29
C.F.R. Section 2510.3-101, or any successor regulation thereto, as in effect at the time of
reference, as modified by Section 3(42) of ERISA.




Plan Assets means “plan assets” as defined in the Plan Asset Regulation.



Prime Rate means, for any day, the rate of interest in effect for such day as publicly
announced from time to time by JPMorgan as its “prime rate”. (The “prime rate” is a rate set by
JPMorgan based upon various factors, including JPMorgan’s costs and desired return, general
economic conditions and other factors, and is used as a reference point for pricing some loans,
which may be priced at, above or below such announced rate.) Any change in the “prime rate”
announced by JPMorgan shall take effect at the opening of business on the day specified in the
public announcement of such change.




Public Bank — see Section 10.1.



Related Parties means, with respect to any Person, such Person’s Affiliates and the
partners, directors, officers, employees, trustees, agents and advisors of such Person and of such
Person’s Affiliates.




Required Banks means Banks having combined Percentages of more than 50%.




Revolving Loan — see Section 2.1.1.



S&P means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
Inc., and any successor thereto.



Same Day Funds means (a) with respect to disbursements and payments in Dollars,
immediately available funds, and (b) with respect to disbursements and payments in an Offshore
Currency, same day or other funds as may be determined by the Administrative Agent to be customary
in the place of disbursement or payment for the settlement of international banking transactions in
the relevant Offshore Currency.




SEC means the Securities and Exchange Commission.



Securitization Obligations means the aggregate investment or claim (as opposed to the
value of the underlying assets subject to the applicable Permitted Securitization) held at any time
by all purchasers, assignees or transferees of (or of interests in), or holders of obligations that
are supported or secured by, accounts receivable, general intangibles, chattel paper or other
financial assets (including rights in respect of capitalized leases) and related rights of the
Company or any Subsidiary in connection with Permitted Securitizations.


 


15









 





Securitization Subsidiary means a special purpose, bankruptcy remote, directly or
indirectly wholly-owned Subsidiary of the Company that is formed for the sole and exclusive purpose
of engaging in activities in connection with the purchase, contribution, transfer, sale and
financing of assets and related rights in connection with and pursuant to one or more Permitted
Securitizations.




Senior Notes means any note issued pursuant to a Note Purchase Agreement.



Significant Subsidiary means, at any time, any Subsidiary having (a) assets (after
intercompany eliminations) with a value not less than 10% of the total value of the consolidated
assets of the Company and its Subsidiaries, taken as a whole, or (b) revenues (after elimination of
intercompany revenues) not less than 10% of the consolidated revenues of the Company and its
Subsidiaries, taken as a whole, in each case for, or as of the end of, the most recently ended
Computation Period, as the case may be.



Spot Rate for a currency means the rate determined by the Administrative Agent or the
applicable Issuing Bank to be the rate quoted by JPMorgan as the spot rate for the purchase by such
Person of such currency with another currency through its principal foreign exchange trading office
at approximately 11:00 a.m. (local time) on the date two Business Days prior to the date as of
which the foreign exchange computation is made; provided that the Administrative Agent or
the applicable Issuing Bank may obtain such spot rate from another financial institution designated
by the Administrative Agent or such Issuing Bank, as applicable, if JPMorgan does not have as of
the date of determination a spot buying rate for any such currency.



Stated Amount means, with respect to any Letter of Credit at any date of
determination, the maximum aggregate Dollar Equivalent amount available for drawing thereunder at
any time during the then ensuing term of such Letter of Credit under any and all circumstances
(giving effect to any automatic increase in such amount available during such ensuing term),
whether or not such maximum aggregate Dollar Equivalent amount is in effect at such time, plus the
aggregate Dollar Equivalent amount of all unreimbursed payments and disbursements under such Letter
of Credit, including outstanding L/C Borrowings. For all purposes of this Agreement, if on any
date of determination a Letter of Credit has expired by its terms but any amount may still be drawn
thereunder by reason of the operation of Rule 3.14 of ISP98, the Dollar Equivalent amount so
remaining available for drawing shall be included in the Stated Amount.



Subordinated Debt means any Debt of the Company or any Subsidiary that (a) is
subordinated to the obligations of the Company and its Subsidiaries under the Loan Documents in a
manner approved in writing by the Required Banks and (b) has (i) no amortization prior to the date
that is at least 91 days after the scheduled Termination Date, (ii) financial covenants and events
of default (and related definitions) that are acceptable to the Required Banks and (iii) no
limitation on senior Debt (or any guaranty thereof) that is unacceptable to the Required Banks.


 


16









 





Subsidiary means, with respect to any Person, a corporation, partnership, limited
liability company or other entity of which such Person and/or its other Subsidiaries own, directly
or indirectly, such number of outstanding shares or other ownership interests as have more than 50%
of the ordinary voting power for the election of directors or other managers of such entity.
Unless the context otherwise requires, each reference to Subsidiaries herein shall be a reference
to Subsidiaries of the Company.



Subsidiary Borrower means any Subsidiary that is designated as a Subsidiary Borrower
by the Company pursuant to Section 2.7, which Subsidiary shall have delivered a Subsidiary
Borrower Supplement in accordance with Section 2.7(a).



Subsidiary Borrower Supplement means a Subsidiary Borrower Supplement substantially in
the form of Exhibit F.



Subsidiary Guarantor means, at any time, each Subsidiary that has executed a
counterpart of the Subsidiary Guaranty at or prior to such time (or is required to execute a
counterpart of the Subsidiary Guaranty at such time), excluding any such Person which has been
released from its obligations under the Subsidiary Guaranty in accordance with the terms hereof.



Subsidiary Guaranty means, collectively, the guaranty substantially in the form of
Exhibit C issued by the Subsidiary Guarantors and each guaranty executed by any other
Subsidiary with respect to the obligations of any Subsidiary Borrower under the Loan Documents.



Supported Letter of Credit means a Letter of Credit for which the Company has provided
Backup Support in an amount equal to the sum of (a) the Stated Amount of such Letter of Credit and
(b) all fees that will be payable with respect to such Letter of Credit assuming such Letter of
Credit is drawn in full on the scheduled expiration date thereof. If a Letter of Credit is
denominated in a currency other than Dollars, then the amount specified in clause (a) shall
be in the currency in which such Letter of Credit is denominated or other arrangements shall be
made so that the Administrative Agent and the applicable Issuing Bank are satisfied, in their sole
discretion, that the amount of Backup Support for such Letter of Credit is sufficient to account
for currency fluctuations during the remaining term of such Letter of Credit.



Suretyship Liability means any agreement, undertaking or arrangement by which any
Person guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or
indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to or
otherwise to invest in a debtor, or otherwise to assure a creditor against loss) any indebtedness,
obligation or other liability of any other Person (other than by endorsements of instruments in the
course of collection), or guarantees the payment of dividends or other distributions upon the
shares of any other Person. The amount of any Person’s obligation in respect of any Suretyship
Liability shall (subject to any limitation set forth therein) be deemed to be equal to the lesser
of (i) the stated or determinable amount of the related primary obligation, or portion thereof, in
respect of which such Suretyship Liability is incurred or, if not stated or determinable, the
maximum reasonably anticipated liability in respect thereof, and (ii) the stated amount of such
Suretyship Liability.


 


17









 





Swap Termination Value means, in respect of any one or more Hedging Agreements, after
taking into account the effect of any legally enforceable netting agreement relating to such
Hedging Agreements, (a) for any date on or after the date such Hedging Agreements have been closed
out and termination value(s) determined in accordance therewith, such termination value(s), and (b)
for any date prior to the date referenced in clause (a), the amount(s) determined as the
mark-to-market value(s) for such Hedging Agreements, as determined based upon one or more
mid-market or other readily available quotations provided by any recognized dealer in such Hedging
Agreements (which may include a Bank or any Affiliate of a Bank).



Swing Line Bank means JPMorgan in its capacity as swing line lender hereunder,
together with any replacement swing line lender arising under Section 13.8.




Swing Line Commitment — see Section 2.4.1.




Swing Line Loan — see Section 2.4.1.



TARGET Day means any day on which 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) determined by the Administrative Agent to be a
suitable replacement) is open for the settlement of payments in Euro.




Taxes — see Section 7.7.



Termination Date means the earlier to occur of (a) June 30, 2016 and (b) such other
date on which the Commitments terminate (or are permanently reduced to zero) pursuant to
Section 6 or Section 12.



Total Outstandings means, at any time, the aggregate Dollar Equivalent outstanding
principal amount of all Revolving Loans and Swing Line Loans plus the aggregate Stated
Amount of all Letters of Credit.



Type of Loan or Borrowing — see Section 2.2.1. The types of Loans or
borrowings under this Agreement are as follows: Base Rate Loans or borrowings and Eurodollar Loans
or borrowings.



Unmatured Event of Default means any event that, if it continues uncured, will, with
lapse of time or notice or both, constitute an Event of Default.


 


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1.1 Other Interpretive Provisions. (1) The meanings of defined terms are equally
applicable to the singular and plural forms of the defined terms.



(b) Section, Schedule and Exhibit references are to this Agreement
unless otherwise specified.



(a) (a) The term “including” is not limiting and means “including without limitation.”



(ii) In the computation of periods of time from a specified date to a later specified date, the
word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”,
and the word “through” means “to and including.”



(d) Unless otherwise expressly provided herein, (i) references in any Loan Document to
agreements (including this Agreement) and other contractual instruments shall be deemed to include
all subsequent amendments and other modifications thereto, but only to the extent such amendments
and other modifications are not prohibited by the terms of any Loan Document, (ii) references in
any Loan Document to any statute or regulation are to be construed as including all statutory and
regulatory provisions consolidating, amending, replacing, supplementing or interpreting such
statute or regulation and (iii) references in any Loan Document to any Person shall be construed to
include such Person’s successors and assigns, subject to any restriction upon assignment contained
in any Loan Document.



(e) This Agreement and the other Loan Documents may use several different limitations, tests
or measurements to regulate the same or similar matters. All such limitations, tests and
measurements are independent and each shall be performed in accordance with its terms.



(f) This Agreement and the other Loan Documents are the result of negotiations among and have
been reviewed by counsel to the Administrative Agent, the Company, the Banks and the other parties
hereto and thereto and are the products of all parties. Accordingly, they shall not be construed
against the Administrative Agent or the Banks merely because of the Administrative Agent’s or the
Banks’ involvement in their preparation.



(g) Unless otherwise expressly provided herein, any reference to a particular time means such
time in Chicago, Illinois.



(h) For all purposes of this Agreement (but not for purposes of the preparation of any
financial statements, any schedule pertaining to Foreign Subsidiaries or any compliance certificate
delivered pursuant hereto), the equivalent in any Offshore Currency or other currency of an amount
in Dollars, and the equivalent in Dollars of an amount in any Offshore Currency or other currency,
shall be determined at the Spot Rate.



(i) Where the character or amount of any asset or liability or item of income or expense is
required to be determined, or any consolidation or other accounting computation is required to be
made, for the purpose of this Agreement, such determination or calculation shall, to the extent
applicable and except as otherwise specified in this Agreement, be made in accordance with GAAP,
consistently applied; provided that (i) notwithstanding any provision of any Loan Document
to the contrary, for purposes of this Agreement and each other Loan Document (other than covenants
to deliver financial statements), the determination of whether a lease constitutes a capital lease
or an operating lease and whether obligations arising under a lease are required to be capitalized
on the balance sheet of the lessee thereunder and/or recognized as interest expense in the lessee’s
financial statements shall be determined under generally accepted accounting principles in the
United States as of the date of this Agreement, notwithstanding any modifications or interpretive
changes thereto that may occur thereafter and (ii) if the Company notifies the Administrative Agent
that the Company wishes to amend any covenant in Section 10 to eliminate or to take into
account the effect of any change in GAAP on
the operation of such covenant (or if the Administrative Agent notifies the Company that the
Required Banks wish to amend Section 10 for such purpose), then the Company’s compliance
with such covenant shall be determined on the basis of GAAP in effect immediately before the
relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is
amended in a manner satisfactory to the Company and the Required Banks.


 


19









 





SECTION 2. COMMITMENTS OF THE BANKS; BORROWING AND CONVERSION PROCEDURES; LETTER OF CREDIT
PROCEDURES; SWING LINE LOANS.



2.1 Commitments. On and subject to the terms and conditions of this Agreement, each
of the Banks, severally and for itself alone, agrees to make loans to, and to issue or participate
in the issuance of letters of credit for the account of, the Company and/or one or more
Subsidiaries as follows:



2.1.1 Revolving Loans. Each Bank will make loans on a revolving basis (“Revolving
Loans”) from time to time before the Termination Date in Dollars and/or one or more Offshore
Currencies; provided that, upon giving effect to any such Revolving Loan, (a) the Total
Outstandings shall not at any time exceed the Commitment Amount, (b) the sum of the aggregate
outstanding Dollar Equivalent amount of all Offshore Currency Loans plus the Stated Amount of all
Letters of Credit denominated in an Offshore Currency shall not exceed the Offshore Currency
Sublimit and (c) the sum of (i) the Dollar Equivalent principal amount of all outstanding Revolving
Loans of any Bank plus (ii) such Bank’s Percentage of the sum of (x) the outstanding Swing Line
Loans and (y) the aggregate Stated Amount of all Letters of Credit shall not at any time exceed
such Bank’s Commitment. Amounts borrowed under this Section 2.1.1 may be borrowed, repaid
and reborrowed until the Termination Date.



2.1.2 L/C Commitment. (a) Each Issuing Bank will issue standby and commercial letters
of credit from time to time denominated in Dollars and/or in one or more Offshore Currencies before
the Termination Date, in each case containing such terms and conditions as are permitted by this
Agreement and are reasonably satisfactory to the applicable Issuing Bank and the Company, at the
request of and for the account of the Company (or jointly for the account of the Company and any
Subsidiary) from time to time before the date which is 30 days prior to the scheduled Termination
Date; and (b) as more fully set forth in Section 2.3.2, each Bank agrees to purchase a
participation in each such Letter of Credit; provided that (i) the aggregate Stated Amount
of all Letters of Credit shall not at any time exceed the lesser of (x) $100,000,000 and (y) the
Commitment Amount (the “L/C Sublimit”), (ii) the sum of the aggregate outstanding Dollar
Equivalent amount of all Offshore Currency Loans plus the Stated Amount of all Letters of Credit
denominated in an Offshore Currency shall not exceed the Offshore Currency Sublimit; and (iii)
after giving effect to the issuance of each Letter of Credit, the Total Outstandings shall not at
any time exceed the Commitment Amount.


 


20









 






2.2 Loan Procedures.



2.2.1 Various Types of Loans. Each Revolving Loan shall be either a Base Rate Loan or
a Eurodollar Loan (each a “type” of Loan), as the applicable Borrower shall specify in the
related notice of borrowing, continuation or conversion pursuant to Section 2.2.2 or
2.2.3. Eurodollar Loans made to the same Borrower, denominated in the same currency and
having the
same Interest Period are sometimes called a “Group” or collectively “Groups”. Base
Rate Loans and Eurodollar Loans may be outstanding at the same time, provided that (i) not
more than ten different Groups of Eurodollar Loans shall be outstanding at any one time and (ii)
the aggregate principal amount of each Group of Eurodollar Loans shall at all times be at least (x)
in the case of Eurodollar Loans to be made to the Company, a Dollar Equivalent amount of $3,000,000
and an integral multiple of 1,000,000 units of the applicable currency, and (y) in the case of
Eurodollar Loans to be made to a Subsidiary Borrower, a Dollar Equivalent amount of $1,000,000 and
an integral multiple of 250,000 units of the applicable currency. All borrowings, conversions and
repayments of Loans shall be effected so that each Bank will have a pro rata share (according to
its Percentage) of all types and Groups of Loans.



2.2.2 Borrowing Procedures. The applicable Borrower shall give written notice (or in
the case of a borrowing denominated in Dollars, telephonic notice (followed promptly by written
confirmation thereof)) to the Administrative Agent of each proposed borrowing not later than (a) in
the case of a Base Rate borrowing, 12:00 noon (Chicago time) on the proposed date of such
borrowing, and (b) in the case of a Eurodollar borrowing, 2:00 p.m. (local time) (i) at least three
Business Days prior to the proposed date of such borrowing, in the case of a borrowing denominated
in Dollars, (ii) at least four Business Days prior to the proposed date of such borrowing, in the
case of a borrowing denominated in a currency specified in the definition of “Offshore Currency” on
the Effective Date and (iii) the number of days determined by the Administrative Agent to be
customary for its syndicated credit facilities, if such Eurodollar Loans are to be denominated in a
currency not covered by the preceding clause (ii). Each such notice shall be effective
upon receipt by the Administrative Agent, shall be irrevocable, and shall specify the date, amount
and type of borrowing and, in the case of a Eurodollar borrowing, the initial Interest Period and
the Applicable Currency therefor. Promptly upon receipt of such notice, the Administrative Agent
shall advise each Bank thereof and, if such borrowing is in an Offshore Currency, of the aggregate
Dollar Equivalent amount of such borrowing and the Spot Rate used by the Administrative Agent to
determine such aggregate Dollar Equivalent amount. Not later than 2:00 p.m. (local time) on the
date of a proposed borrowing, each Bank shall provide the Administrative Agent at the office
specified by the Administrative Agent with Same Day Funds covering such Bank’s Percentage of such
borrowing and, so long as the Administrative Agent has not received written notice that the
conditions precedent set forth in Section 11 with respect to such borrowing have not been
satisfied, the Administrative Agent shall pay over the requested amount to the applicable Borrower
on the requested borrowing date. Each borrowing shall be on a Business Day. Each borrowing shall
be in an aggregate amount of at least (x) in the case of a borrowing for the Company, the Dollar
Equivalent amount of $3,000,000 and an integral multiple of 1,000,000 units of the applicable
currency, and (y) in the case of a borrowing for a Subsidiary Borrower, the Dollar Equivalent
amount of $1,000,000 and an integral multiple of 250,000 units of the applicable currency.


 


21









 





2.2.3
Conversion and Continuation Procedures. (a) Subject to the provisions of
Section 2.2.1, the applicable Borrower may, upon irrevocable written notice (or in the case
of a borrowing denominated in Dollars, telephonic notice (followed promptly by written confirmation
thereof)) to the Administrative Agent in accordance with clause (b) below:



(i) elect, as of any Business Day, to convert any outstanding Revolving Loan denominated in
Dollars into a Revolving Loan of a different type; or



(ii) elect, as of the last day of the applicable Interest Period, to continue any Group of
Eurodollar Loans having an Interest Period expiring on such day (or any part thereof in an
aggregate amount not less than (x) in the case of Eurodollar Loans to be made to the Company, a
Dollar Equivalent of $3,000,000 and an integral multiple of 1,000,000 units of the applicable
currency, and (y) in the case of Eurodollar Loans to be made to a Subsidiary Borrower, a Dollar
Equivalent of $1,000,000 and an integral multiple of 250,000 units of the applicable currency) for
a new Interest Period.



(b) The applicable Borrower shall give notice to the Administrative Agent of each proposed
conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 1:30
p.m. (Chicago time) on the proposed date of such conversion; and (ii) in the case of a conversion
into or continuation of Eurodollar Loans, 2:00 p.m. (local time) at least (x) three Business Days
prior to the proposed date of such conversion or continuation, if the applicable Loans are to be
converted into or continued as Eurodollar Loans denominated in Dollars, (y) four Business Days
prior to the proposed date of such conversion or continuation, if the applicable Loans are to be
converted into or continued as Offshore Currency Loans denominated in a currency specified in the
definition of “Offshore Currency” on the Effective Date, and (z) the number of Business Days
determined by the Administrative Agent to be customary for its syndicated credit facilities, if the
applicable Loans are to be converted into or continued as Offshore Currency Loans in a currency not
covered by the preceding clause (y), specifying in each case:




(1) the proposed date of conversion or continuation;




(2) the aggregate amount of Loans to be converted or continued;




(3) the type of Loans resulting from the proposed conversion or continuation; and




(4) in the case of conversion into, or continuation of, Eurodollar Loans, the duration
of the requested Interest Period therefor.



(c) If upon expiration of any Interest Period applicable to any Eurodollar Loan, the
applicable Borrower has failed to select timely a new Interest Period to be applicable to such
Eurodollar Loan, such Borrower shall be deemed to have elected to continue such Eurodollar Loan
with a one-month Interest Period effective on the last day of such Interest Period.



(d) The Administrative Agent will promptly notify each Bank of its receipt of a notice of
conversion or continuation pursuant to this Section 2.2 or, if no timely notice is provided
by the applicable Borrower, of the details of any automatic continuation.



(e) Unless the Required Banks otherwise consent, during the existence of any Event of Default
or Unmatured Event of Default, no Borrower may elect to have a Loan converted into or continued as
a Eurodollar Loan.



(f) During the existence of an Event of Default, the Required Banks may require, by notice to
the Borrowers and the Administrative Agent, that all outstanding Eurodollar
Loans denominated in an Offshore Currency be prepaid, or be redenominated into Dollars in the
amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with
respect thereto.


 


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2.3 Letter of Credit Procedures.



2.3.1
Issuance Procedures. (a) On the Effective Date, each Existing Letter of Credit
shall be deemed to have been issued hereunder and shall be a “Letter of Credit” for all purposes
hereof.



(b) The Company shall give notice to the Administrative Agent and the applicable Issuing Bank
of the proposed issuance of each Letter of Credit on a Business Day which is at least three
Business Days (or such lesser number of days as the Administrative Agent and the applicable Issuing
Bank shall agree in any particular instance) prior to the proposed date of issuance of such Letter
of Credit; provided that at least five days’ prior notice (or such lesser number of days as
the Administrative Agent and the applicable Issuing Bank shall agree in any particular instance)
shall be required in respect of each Letter of Credit to be denominated in an Offshore Currency.
Each such notice shall be accompanied by an L/C Application, duly executed by the Company (together
with any Subsidiary for the joint account of which the related Letter of Credit is to be issued)
and in all respects satisfactory to the Administrative Agent and the applicable Issuing Bank,
together with such other documentation as the Administrative Agent or such Issuing Bank may
reasonably request in support thereof, it being understood that each L/C Application shall specify,
among other things, the date on which the proposed Letter of Credit is to be issued, the amount of
such Letter of Credit, the currency in which such Letter of Credit is to be denominated, which
shall be Dollars or an Offshore Currency, whether such Letter of Credit is to be transferable and
the expiration date of such Letter of Credit (which shall not be later than the earlier of (i) one
year from the date of issuance thereof and (ii) seven days prior to the Termination Date (unless
either (A) all of the Banks have approved such expiration date or (B) such Letter of Credit is a
Supported Letter of Credit or the Company confirms in writing to the applicable Issuing Bank not
later than the seventh preceding day that such Letter of Credit will be a Supported Letter of
Credit on the Termination Date and such Letter of Credit is in fact a Supported Letter of Credit on
the Termination Date; provided that such expiration date shall not be later than one year
after the Termination Date)). So long as the applicable Issuing Bank has not received written
notice that the conditions precedent to the issuance of a Letter of Credit have not been satisfied,
such Issuing Bank shall issue such Letter of Credit on the requested issuance date. The applicable
Issuing Bank shall promptly advise the Administrative Agent of the issuance of each Letter of
Credit and of any amendment thereto, extension thereof or event or circumstance changing the amount
available for drawing thereunder (it being understood that no Issuing Bank shall increase the
amount of, or extend the term of, any Letter of Credit unless a replacement Letter of Credit having
substantially the same terms as such increased or extended Letter of Credit could be issued at the
time of such increase or extension). Notwithstanding any other provision of this Agreement, no
Issuing Bank shall have any obligation to issue any Letter of Credit if (i) any order, judgment or
decree of any governmental authority or arbitrator shall by its terms purport to enjoin or restrain
such Issuing Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank or
any request or directive (whether or not having the force of law) from any governmental authority
with jurisdiction over such Issuing Bank shall



 


23









 






prohibit, or request that such Issuing Bank refrain
from, the issuance of letters of credit generally or such Letter of Credit in particular; (ii) the
issuance of such Letter of Credit would violate any law, rule or regulation or any policy of such
Issuing Bank; (iii) such Letter of Credit is to be denominated in a currency other than Dollars or
any Offshore Currency; or (iv) a default of any Bank’s obligation to fund under Section
2.3.5 exists or any Bank is otherwise a Defaulting Bank, unless such Letter of Credit is a
Supported Letter of Credit, such Bank’s obligation to fund under Section 2.3.5 has been
Cash Collateralized or such Issuing Bank has otherwise entered into satisfactory arrangements with
the Company or such Bank to eliminate such Issuing Bank’s risk with respect to such Bank. Without
limiting the foregoing, the Company shall cause all Letters of Credit that are outstanding on the
Termination Date to be Supported Letters of Credit on or prior to the Termination Date if such
Letters of Credit are to remain outstanding after the Termination Date.



2.3.2 Participations in Letters of Credit. Concurrently with the issuance of each
Letter of Credit (or, in the case of the Existing Letters of Credit, on the Effective Date), the
applicable Issuing Bank shall be deemed to have sold and transferred to each other Bank, and each
other Bank shall be deemed irrevocably and unconditionally to have purchased and received from such
Issuing Bank, without recourse or warranty, an undivided interest and participation, to the extent
of such other Bank’s Percentage, in such Letter of Credit (or, if applicable, all Existing Letters
of Credit) and the Company’s reimbursement obligations with respect thereto. For the purposes of
this Agreement, the unparticipated portion of each Letter of Credit shall be deemed to be the
applicable Issuing Bank’s “participation” therein. Each Issuing Bank hereby agrees, upon request
of the Administrative Agent or any Bank, to deliver to such Bank a list of all outstanding Letters
of Credit, together with such information related thereto as such Bank may reasonably request.



2.3.3 Reimbursement Obligations. In the event of any request for a drawing under a
Letter of Credit by the beneficiary or transferee thereof, the applicable Issuing Bank will
promptly notify the Company and the Administrative Agent. The Company shall (or, if the applicable
Letter of Credit was issued jointly for the account of the Company and a Subsidiary, shall cause
such Subsidiary to) reimburse the applicable Issuing Bank through the Administrative Agent prior to
11:00 a.m. (local time) on each date that any amount is paid by such Issuing Bank under any Letter
of Credit (each such date, an “Honor Date”); provided that if the Company does not
receive notice of the amount paid by the applicable Issuing Bank prior to 10:00 a.m. (local time)
on such Honor Date, the Company shall (or shall cause the applicable Subsidiary to) reimburse such
Issuing Bank, in the same currency as was paid by such Issuing Bank or, at the Company’s option, in
an amount in Dollars equal to the Dollar Equivalent of the amount so paid by such Issuing Bank, not
later than 10:00 a.m. (local time) on the Business Day immediately following the date on which the
Company receives notice of the amount so paid by such Issuing Bank (and such reimbursement shall
include interest for the period from the Honor Date to the date of reimbursement at the Base Rate
(or such other rate as the Company and such Issuing Bank shall agree) on the Dollar Equivalent of
the amount so reimbursed). If the Company (or if the applicable Letter of Credit was issued
jointly for the account of the Company and a Subsidiary, the Company or such Subsidiary) fails to
reimburse the applicable Issuing Bank for the full amount of any drawing under any Letter of Credit
by the time specified in the previous sentence, the Administrative Agent will promptly notify each
Bank thereof, and the Company shall be deemed to have requested that Base Rate Loans in an amount
equal to the Dollar Equivalent of such unreimbursed amount be made by Banks on the date the
Administrative
Agent provides such notice (or, if such notice is provided by the Administrative Agent after 11:00
a.m. (local time) on any Business Day, on the immediately following Business Day, subject to the
amount of the unutilized portion of the Commitment Amount and subject to the conditions set forth
in Section 11.2). Any notice given by an Issuing Bank or the Administrative Agent pursuant
to this Section 2.3.3 may be oral if immediately confirmed in writing (including by
facsimile); provided that the lack of such an immediate confirmation shall not affect the
conclusiveness or binding effect of such notice.


 


24









 





2.3.4 Limitation on Obligations of Issuing Bank. In determining whether to pay under
any Letter of Credit, no Issuing Bank shall have any obligation to the Company or any Bank other
than to confirm that any documents required to be delivered under such Letter of Credit appear to
have been delivered and appear to comply on their face with the requirements of such Letter of
Credit. Any action taken or omitted to be taken by the applicable Issuing Bank under or in
connection with any Letter of Credit, if taken or omitted in the absence of gross negligence and
willful misconduct, shall not impose upon such Issuing Bank any liability to the Company or any
Bank and shall not reduce or impair the Company’s reimbursement obligations set forth in
Section 2.3.3 or the obligations of the Banks pursuant to Section 2.3.5.



2.3.5 Funding by Banks. Each Bank shall upon any notice pursuant to Section
2.3.3 make available to the Administrative Agent for the account of the applicable Issuing Bank
an amount in Dollars and in immediately available funds equal to its Percentage of the Dollar
Equivalent of the amount of the applicable drawing, whereupon the participating Banks shall
(subject to Section 2.3.6) each be deemed to have made a Base Rate Loan to the Company in
that amount. If any Bank so notified fails to make available to the Administrative Agent for the
account of the applicable Issuing Bank the amount of such Bank’s Percentage of the Dollar
Equivalent of the amount of the applicable drawing by 12:00 noon (local time) on the Honor Date,
then interest shall accrue on such amount, from the Honor Date to the date such Bank makes such
payment, at a rate per annum equal to the Federal Funds Rate in effect from time to time during
such period. The Administrative Agent will promptly give notice of the occurrence of the Honor
Date, but failure of the Administrative Agent to give any such notice on the Honor Date or in
sufficient time to enable any Bank to effect such payment on such date shall not relieve such Bank
from its obligations under this Section 2.3.5.



2.3.6 L/C Borrowings. With respect to any unreimbursed drawing that is not converted
into Base Rate Loans to the Company in whole or in part, because of the Company’s failure to
satisfy the conditions set forth in Section 11.2 or for any other reason, the Company shall
be deemed to have incurred from the applicable Issuing Bank an L/C Borrowing in the Dollar
Equivalent of the amount of such drawing, which L/C Borrowing shall be due and payable on demand
(together with interest) and shall bear interest at a rate per annum equal to the Base Rate plus
the Base Rate Margin plus 2.0% per annum, and each Bank’s payment to such Issuing Bank pursuant to
Section 2.3.5 shall be deemed payment in respect of its participation in such L/C Borrowing
and shall constitute an L/C Advance from such Bank in satisfaction of its participation obligation
under this Section 2.3.


 


25









 





2.3.7 Repayment of Participations. Upon (and only upon) receipt by the Administrative
Agent for the account of the applicable Issuing Bank of immediately available funds from or on
behalf of the Company (a) in reimbursement of any payment or disbursement
under a Letter of Credit with respect to which a Bank has paid the Administrative Agent for the
account of such Issuing Bank the amount of such Bank’s participation therein or (b) in payment of
any interest thereon, the Administrative Agent will pay to such Bank its pro rata share (according
to its Percentage) thereof (and such Issuing Bank shall receive the amount otherwise payable to any
Bank which did not so pay the Administrative Agent the amount of such Bank’s participation in such
payment or disbursement).



2.3.8 Participation Obligations Unconditional. Each Bank’s obligation in accordance
with this Agreement to make the Revolving Loans or L/C Advances, as contemplated by this
Section 2.3, as a result of a drawing under a Letter of Credit, shall be absolute and
unconditional and without recourse to the applicable Issuing Bank and shall not be affected by any
circumstance, including (a) any set-off, counterclaim, recoupment, defense or other right which
such Bank may have against such Issuing Bank, the Company or any other Person for any reason
whatsoever; (b) the occurrence or continuance of an Event of Default, an Unmatured Event of Default
or a Material Adverse Effect; or (c) any other circumstance, happening or event whatsoever, whether
or not similar to any of the foregoing; provided that each Bank’s obligation to make
Revolving Loans under this Section 2.3 is subject to the conditions set forth in
Section 11.2.



2.3.9 Reimbursement Obligations Unconditional. The obligations of the Company under
this Agreement and any L/C Application to reimburse the applicable Issuing Bank for a drawing under
a Letter of Credit, and to repay any L/C Borrowing and any drawing under a Letter of Credit
converted into Revolving Loans, shall be unconditional and irrevocable, and shall be paid in
accordance with the terms of this Agreement and each applicable L/C Application under all
circumstances, including the following:




(a) any lack of validity or enforceability of this Agreement or any L/C-Application;



(b) any change in the time, manner or place of payment of, or in any other term of, all or any
of the obligations of the Company in respect of any Letter of Credit or any other amendment or
waiver of or any consent to departure from any L/C Application;



(c) the existence of any claim, set-off, defense or other right that the Company may have at
any time against any beneficiary or any transferee of any Letter of Credit (or any Person for whom
any such beneficiary or any such transferee may be acting), such Issuing Bank or any other Person,
whether in connection with this Agreement, the transactions contemplated hereby or by any L/C
Application or any unrelated transaction;



(d) any draft, demand, certificate or other document presented under any Letter of Credit
proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein
being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of
any document required in order to make a drawing under any Letter of Credit;


 


26









 





(e) any payment by such Issuing Bank under any Letter of Credit against presentation of a
draft or certificate that does not strictly comply with the terms of any Letter of Credit; or any
payment made by such Issuing Bank under any Letter of Credit to any Person
purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of
creditors, liquidator, receiver or other representative of or successor to any beneficiary or any
transferee of any Letter of Credit, including any arising in connection with any bankruptcy,
insolvency or similar proceeding;



(f) any exchange, release or non-perfection of any collateral, or any release or amendment or
waiver of or consent to departure from any other guarantee, for all or any of the obligations of
the Company in respect of any Letter of Credit; or



(g) any other circumstance or happening whatsoever, whether or not similar to any of the
foregoing, including any other circumstance that might otherwise constitute a defense available to,
or a discharge of, the Company or a guarantor.



2.3.10 Applicability of ISP98 and UCP. Unless otherwise expressly agreed by the
applicable Issuing Bank and the Company when a Letter of Credit is issued (including any such
agreement applicable to an Existing Letter of Credit), (a) the rules of the “International Standby
Practices 1998” published by the Institute of International Banking Law & Practice (or such later
version thereof as may be in effect at the time of issuance) (“ISP98”) shall apply to each
standby Letter of Credit, and (b) the rules of the Uniform Customs and Practice for Documentary
Credits, as most recently published by the International Chamber of Commerce at the time of
issuance (the “UCP”), shall apply to each commercial Letter of Credit.



2.3.11 Utilization of Offshore Currencies. In the case of a proposed issuance of a
Letter of Credit denominated in an Offshore Currency, an Issuing Bank shall be under no obligation
to issue such Letter of Credit if such Issuing Bank cannot issue Letters of Credit denominated in
the requested Offshore Currency, in which event such Issuing Bank will give notice to the Company
no later than 10:30 a.m. (local time) on the third Business Day prior to the date of such issuance
that the issuance in the requested Offshore Currency is not then available. If the applicable
Issuing Bank shall have so notified the Company that any such issuance in a requested Offshore
Currency is not then available, then such requested Letter of Credit shall not be issued unless the
Company, by notice to such Issuing Bank not later than 5:00 p.m. (local time) three Business Days
prior to the requested date of such issuance, requests that the Letter of Credit be denominated in
Dollars and issued in an equivalent aggregate amount, in which case the Letter of Credit shall be
so denominated and issued.




2.4 Swing Line Loans.



2.4.1 Swing Line Loans. Subject to the terms and conditions of this Agreement, the
Swing Line Bank agrees to make loans to the Company (collectively the “Swing Line Loans”
and individually each a “Swing Line Loan”) from time to time in Dollars in accordance with
this Section 2.4 in an aggregate amount not at any time exceeding the lesser of $50,000,000
and the Commitment Amount (the “Swing Line Commitment”); provided that, after
giving effect to the making of each Swing Line Loan, the Total Outstandings shall not exceed the
Commitment Amount. Amounts borrowed under this Section 2.4 may be borrowed, repaid and
reborrowed until the Termination Date.


 


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2.4.2 Swing Line Loan Procedures. The Company shall give written or telephonic notice
to the Administrative Agent (which shall promptly inform the Swing Line
Bank) of each proposed Swing Line Loan not later than 2:00 p.m. on the proposed date of such Swing
Line Loan (or, if the amount of such Swing Line Loan is to be deposited into an account maintained
with JPMorgan or one of its Affiliates, 3:00 p.m. on the proposed date of such Swing Line Loan).
Each such notice shall be effective upon receipt by the Administrative Agent and shall specify the
date and amount of such Swing Line Loan, which shall be $50,000 or a higher integral multiple
thereof. So long as the Swing Line Bank has not received written notice that the conditions
precedent set forth in Section 11 with respect to the making of such Swing Line Loan have
not been satisfied, the Swing Line Bank shall pay over the requested amount to the Company on the
requested borrowing date. Concurrently with the making of any Swing Line Loan, the Swing Line Bank
shall be deemed to have sold and transferred, and each other Bank shall be deemed to have purchased
and received from the Swing Line Bank, an undivided interest and participation to the extent of
such other Bank’s Percentage in such Swing Line Loan (but such participation shall remain unfunded
until required to be funded pursuant to Section 2.4.3).



2.4.3 Refunding of, or Funding of Participations in, Swing Line Loans. The Swing Line
Bank may at any time, in its sole discretion, upon at least three Business Days’ notice (or same
day notice if an Event of Default exists) to the Company and the Administrative Agent (it being
understood that any notice delivered after 9:00 a.m. (or, if an Event of Default exists, 11:00
a.m.) shall be deemed received on the next Business Day), on behalf of the Company (which hereby
irrevocably authorizes the Swing Line Bank to act on its behalf) deliver a notice to the
Administrative Agent (which shall promptly notify each Bank of its receipt thereof) requesting that
each Bank (including the Swing Line Bank in its individual capacity) make a Revolving Loan (which
shall be a Base Rate Loan unless the Company makes a timely request for a borrowing of Eurodollar
Loans denominated in Dollars) on the date specified in such notice in such Bank’s Percentage of the
aggregate amount of Swing Line Loans outstanding on such date for the purpose of repaying all Swing
Line Loans (and, upon receipt of the proceeds of such Revolving Loans, the Administrative Agent
shall apply such proceeds to repay Swing Line Loans); provided that if the conditions
precedent to a borrowing of Revolving Loans are not then satisfied or for any other reason the
Banks may not then make Revolving Loans, then instead of making Revolving Loans each Bank (other
than the Swing Line Bank) shall become immediately obligated to fund its participation in all
outstanding Swing Line Loans and shall pay to the Administrative Agent for the account of the Swing
Line Bank an amount equal to such Bank’s Percentage of such Swing Line Loans. If and to the extent
any Bank shall not have made such amount available to the Administrative Agent by 2:00 p.m. on the
Business Day on which such Bank receives notice from the Administrative Agent of its obligation to
fund its participation in Swing Line Loans (it being understood that any such notice received after
12:00 noon on any Business Day shall be deemed to have been received on the next following Business
Day), such Bank agrees to pay interest on such amount to the Administrative Agent for the Swing
Line Bank’s account forthwith on demand for each day from the date such amount was to have been
delivered to the Administrative Agent to the date such amount is paid, at a rate per annum equal to
(a) for the first three days after demand, the Federal Funds Rate from time to time in effect and
(b) thereafter, the Base Rate plus the Base Rate Margin from time to time in effect. Any Bank’s
failure to make available to the Administrative Agent its Percentage of the amount of all
outstanding Swing Line Loans shall not relieve any other Bank of its obligation hereunder to make
available to the Administrative Agent such other Bank’s Percentage of such
amount, but no Bank shall be responsible for the failure of any other Bank to make available to the
Administrative Agent such other Bank’s Percentage of any such amount.


 


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2.4.4 Repayment of Participations. Upon (and only upon) receipt by the Administrative
Agent for the account of the Swing Line Bank of immediately available funds from or on behalf of
the Company (a) in reimbursement of any Swing Line Loan with respect to which a Bank has paid the
Administrative Agent for the account of the Swing Line Bank the amount of such Bank’s participation
therein or (b) in payment of any interest on a Swing Line Loan, the Administrative Agent will pay
to such Bank its pro rata share (according to its Percentage) thereof (and the Swing Line Bank
shall receive the amount otherwise payable to any Bank which did not so pay the Administrative
Agent the amount of such Bank’s participation in such Swing Line Loan).



2.4.5
Participation Obligations Unconditional. (a) Each Bank’s obligation to make
available to the Administrative Agent for the account of the Swing Line Bank the amount of its
participation interest in all Swing Line Loans as provided in Section 2.4.3 shall be
absolute and unconditional and shall not be affected by any circumstance, including (i) any
set-off, counterclaim, recoupment, defense or other right which such Bank may have against the
Swing Line Bank or any other Person, (ii) the occurrence or continuance of an Event of Default or
Unmatured Event of Default, (iii) any adverse change in the condition (financial or otherwise) of
the Company or any Subsidiary thereof, (iv) any termination of the Commitments or (v) any other
circumstance, happening or event whatsoever.



(b) Notwithstanding the provisions of clause (a) above, no Bank shall be required to
purchase a participation interest in any Swing Line Loan if, prior to the making by the Swing Line
Bank of such Swing Line Loan, the Swing Line Bank received written notice specifying that one or
more of the conditions precedent to the making of such Swing Line Loan were not satisfied and, in
fact, such conditions precedent were not satisfied at the time of the making of such Swing Line
Loan.



2.5 Commitments Several. The failure of any Bank to make a requested Loan on any date
shall not relieve any other Bank of its obligation (if any) to make a Loan on such date, but no
Bank shall be responsible for the failure of any other Bank to make any Loan to be made by such
other Bank.



2.6 Certain Conditions. Notwithstanding any other provision of this Agreement, no
Bank shall have an obligation to make any Loan, and no Issuing Bank shall have any obligation to
issue any Letter of Credit, if an Event of Default or Unmatured Event of Default exists.



2.7
Subsidiary Borrowers. (a) On or after the Effective Date, with the consent of the
Administrative Agent (not to be unreasonably withheld or delayed), the Company may designate any
wholly-owned Subsidiary (other than any Securitization Subsidiary) as a Subsidiary Borrower by
delivery to the Administrative Agent of a Subsidiary Borrower Supplement executed by such
Subsidiary and the Company, together with a Note in favor of each requesting Bank, and such
Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and party to this
Agreement (until its status as a Subsidiary Borrower is terminated in accordance with clause
(c) below). As soon as practicable upon receipt of a Subsidiary Borrower Supplement, the
Administrative Agent will deliver a copy thereof to each Bank.


 


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(b) Notwithstanding the foregoing clause (a), (i) no Subsidiary Borrower that is a Domestic
Subsidiary may borrow Revolving Loans prior to the fifth Business Day after the Administrative
Agent has distributed copies of the applicable Subsidiary Borrower Supplement pursuant to the last
sentence of clause (a) and (ii) no Subsidiary Borrower that is a Foreign Subsidiary may (x)
borrow Revolving Loans prior to the tenth Business Day after the Administrative Agent has
distributed copies of the applicable Subsidiary Borrower Supplement pursuant to the last sentence
of clause (a) or (y) borrow or maintain Revolving Loans if any Bank has notified the
Administrative Agent (which notice has not been withdrawn) that such Bank has determined in good
faith that (A) as of the date such Subsidiary Borrower is eligible to borrow Revolving Loans
pursuant to the foregoing clause (b)(ii)(x) or (B) as the result of the introduction of,
any change in, or any change in the interpretation or administration of any applicable law or
regulation or any guideline or request from any central bank or other Governmental Authority
(whether or not having the force of law), in each case described in this clause (B) after
the date on which such Subsidiary Borrower was first eligible to borrow pursuant to the foregoing
clause (b)(ii)(x), such Bank cannot make or maintain Loans to such Subsidiary Borrower
without (1) adverse tax or legal consequences (unless such consequences only involve the payment of
money, in which case such Subsidiary Borrower may borrow and maintain Revolving Loans if it agrees
to pay such Bank such amounts as such Bank determines in good faith are necessary to compensate
such Bank for such consequences, or such consequences relate to FATCA) or (2) violating (or raising
a substantial question as to whether such Bank would violate) any applicable law or regulation or
any guideline or request from any central bank or other Governmental Authority (whether or not
having the force of law).



(c) So long as the principal of and interest on all Loans made to any Subsidiary Borrower
under this Agreement shall have been paid in full and all other obligations of such Subsidiary
Borrower in such capacity (other than any contingent indemnification or similar obligation not yet
due and payable) shall have been fully performed, such Subsidiary Borrower may, upon not less than
five Business Days’ prior written notice to the Administrative Agent (which shall promptly notify
the Banks thereof), terminate its status as a “Subsidiary Borrower”.




2.8 Utilization of Commitments in Offshore Currencies; Valuation.



(a) The Administrative Agent will determine the Dollar Equivalent amount of each Eurodollar
Loan and each Letter of Credit denominated in a currency other than Dollars on each Computation
Date, and such determination shall be conclusive absent demonstrable error. The Administrative
Agent will provide the Company with the amount so determined upon request and, in any event,
promptly following the end of each month.



(b) Upon receipt of any notice of borrowing of Offshore Currency Loans, the Administrative
Agent will promptly notify each Bank of the approximate amount of such Bank’s Percentage of such
borrowing, and the Administrative Agent will, upon the determination of the Dollar Equivalent
amount of the borrowing as specified in such notice of borrowing, promptly notify each Bank of the
exact amount of such Bank’s Percentage of such borrowing. In the case of a proposed borrowing
comprised of Offshore Currency Loans, the Banks shall be under no obligation to make Offshore
Currency Loans in the requested Offshore Currency as part of such borrowing if the Administrative
Agent has received notice from any Bank by 10:00 a.m. (local
time) three Business Days prior to the day of such borrowing that such Bank cannot provide Loans in
such Offshore Currency without adverse tax or legal consequences (excluding consequences relating
to FATCA), in which event the Administrative Agent will give notice to the Company no later than
4:00 p.m. (local time) three Business Days prior to the requested date of such borrowing that a
borrowing in such Offshore Currency is not then available, no such borrowing shall be made and any
request for a Revolving Loan in such Offshore Currency shall be deemed withdrawn and shall
otherwise be without effect.


 


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(c) In the case of a proposed continuation of Offshore Currency Loans for an additional
Interest Period pursuant to Section 2.2.3, the Banks shall be under no obligation to
continue such Offshore Currency Loans if the Administrative Agent has received notice from any of
the Banks by 10:00 a.m. (local time) three Business Days prior to the day of such continuation that
such Bank cannot continue to provide Loans in the applicable Offshore Currency, in which event the
Administrative Agent will give notice to the Company not later than 4:00 p.m. (local time) three
Business Days prior to the requested date of such continuation that the continuation of such
Offshore Currency Loans in such Offshore Currency is not then available, and notice thereof also
will be given promptly by the Administrative Agent to the Banks. If the Administrative Agent shall
have so notified the Company that any such continuation of Offshore Currency Loans is not then
available, any notice of continuation with respect thereto shall be deemed withdrawn and such
Offshore Currency Loans shall be redenominated into Revolving Loans consisting of Base Rate Loans
assumed by the Company in Dollars with effect from the last day of the Interest Period with respect
to any such Offshore Currency Loans. The Administrative Agent will promptly notify the Company and
the Banks of any such redenomination and in such notice by the Administrative Agent to each Bank
the Administrative Agent will state the aggregate Dollar Equivalent amount of the redenominated
Offshore Currency Loans assumed by the Company as of the Computation Date with respect thereto and
such Bank’s Percentage thereof.



(d) The Company shall be entitled to request that Revolving Loans hereunder shall also be
permitted to be made in any other lawful currency, in addition to Dollars and the currencies
specified in the definition of “Offshore Currency”, that in the opinion of each Bank is at such
time freely traded in the offshore interbank foreign exchange markets and is freely transferable
and freely convertible into Dollars (an “Agreed Alternative Currency”). The Company shall
deliver to the Administrative Agent any request for designation of an Agreed Alternative Currency
in accordance with Section 14.3, to be received by the Administrative Agent not later than
noon (local time) at least ten Business Days in advance of the date of any borrowing hereunder
proposed to be made in such Agreed Alternative Currency. Upon receipt of any such request the
Administrative Agent will promptly notify the Banks thereof, and each Bank will use its best
efforts to respond to such request within two Business Days of receipt thereof. Each Bank may
grant or deny such request in its sole discretion. The Administrative Agent will promptly notify
the Company of the acceptance or rejection of any such request.


 


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2.9 Additional Cash Collateral. At any time that there shall exist a Defaulting Bank,
within one Business Day following the written request of the Administrative Agent or the applicable
Issuing Bank (with a copy to the Administrative Agent) the Company shall Cash Collateralize such
Issuing Bank’s Fronting Exposure with respect to such Defaulting Bank
(determined after giving effect to Section 2.10(a)(iv) and any Cash Collateral provided by
such Defaulting Bank).



(a) The Company and, to the extent provided by any Defaulting Bank, such Defaulting Bank
hereby grant to the Administrative Agent, for the benefit of each Issuing Bank, and agrees to
maintain, a first priority security interest in all such Cash Collateral as security for the
Defaulting Banks’ obligation to fund participations in respect of Letters of Credit, to be applied
pursuant to clause (b) below. If at any time the Administrative Agent determines that Cash
Collateral is subject to any right or claim of any Person other than the Administrative Agent and
each Issuing Bank as herein provided (other than any Lien described in Section 10.8(a) or
(h)), or that the total amount of such Cash Collateral is less than the aggregate Fronting
Exposure the Company will, promptly upon demand by the Administrative Agent, pay or provide to the
Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such
deficiency (after giving effect to any Cash Collateral provided by the Defaulting Banks).



(b) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral
provided under this Section 2.9 or Section 2.10 in respect of Letters of Credit
shall be applied to the satisfaction of the Defaulting Bank’s obligation to fund participations in
respect of Letters of Credit (including, as to Cash Collateral provided by a Defaulting Bank, any
interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any
other application of such property as may otherwise be provided for herein.



(c) Cash Collateral (or the appropriate portion thereof) provided to reduce any Issuing Bank’s
Fronting Exposure shall no longer be required to be held as Cash Collateral pursuant to this
Section 2.9, and shall promptly be returned to the Company following (i) the elimination of
the applicable Fronting Exposure (including by the termination of Defaulting Bank status of the
applicable Bank), or (ii) the determination by the Administrative Agent and the applicable Issuing
Bank that there exists excess Cash Collateral; provided that, subject to Section
2.10, the Person providing Cash Collateral and such Issuing Bank may agree that Cash Collateral
shall be held to support future anticipated Fronting Exposure or other obligations.




2.10 Defaulting Banks.



(a) Defaulting Bank Adjustments. Notwithstanding anything to the contrary contained
in this Agreement or any other Loan Document, if any Bank becomes a Defaulting Bank, then, until
such time as such Bank is no longer a Defaulting Bank, to the extent permitted by applicable law:




(i) Such Defaulting Bank’s right to approve or disapprove any amendment, waiver or
consent with respect to this Agreement shall be restricted as set forth in Section
14.1.


 


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(ii) Any payment of principal, interest, fees or other amounts received by the
Administrative Agent for the account of such Defaulting Bank (whether voluntary or
mandatory, at maturity, pursuant to Section 12 or otherwise) or received by the
Administrative Agent from a Defaulting Bank pursuant to Section 7.5 shall be applied
at such time or times as may be determined by the Administrative Agent as follows:
first, to
the payment of any amounts owing by such Defaulting Bank to the Administrative Agent hereunder;
second, to the payment on a pro rata basis of any amounts owing by such Defaulting Bank to
each Issuing Bank or the Swing Line Bank hereunder; third, to Cash Collateralize each
Issuing Bank’s Fronting Exposure with respect to such Defaulting Bank in accordance with
Section 2.9; fourth, as the Company may request (so long as no Event of Default or
Unmatured Event of Default exists), to the funding of any Loan in respect of which such Defaulting
Bank has failed to fund its portion thereof as required by this Agreement, as determined by the
Administrative Agent; fifth, if so determined by the Administrative Agent and the Company,
to be held in a deposit account (as contemplated by the definition of “Cash Collateralize” in
Section 1) and released pro rata in order to (x) satisfy such Defaulting Bank’s potential
future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize
each Issuing Bank’s future Fronting Exposure with respect to such Defaulting Bank with respect to
future Letters of Credit issued under this Agreement, in accordance with Section 2.9;
sixth, to the payment of amounts owing to the Banks, each Issuing Bank or the Swing Line
Bank as a result of any judgment of a court of competent jurisdiction obtained by any Bank, any
Issuing Bank or the Swing Line Bank against such Defaulting Bank as a result of such Defaulting
Bank’s breach of its obligations under this Agreement; seventh, so long as no Event of
Default or Unmatured Event of Default exists, to the payment of any amounts owing to a Borrower as
a result of any judgment of a court of competent jurisdiction obtained by such Borrower against
such Defaulting Bank as a result of such Defaulting Bank’s breach of its obligations under this
Agreement; and eighth, to such Defaulting Bank or as otherwise directed by a court of
competent jurisdiction; provided that if (x) such payment is a payment of the principal
amount of any Loan or L/C Borrowing in respect of which such Defaulting Bank has not fully funded
its appropriate share, and (y) such Loan was made or the related Letter of Credit was issued at a
time when the conditions set forth in Section 11.2 were satisfied or waived, such payment
shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all Non-Defaulting Banks
on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed
to, such Defaulting Bank until such time as all Loans and funded and unfunded participations in
Letters of Credit and Swing Line Loans are held by the Banks pro rata in accordance with their
respective Percentages without giving effect to clause (iv) below. Any payment, prepayment
or other amount paid or payable to a Defaulting Bank that are applied (or held) to pay amounts owed
by a Defaulting Bank or to post Cash Collateral pursuant to this Section 2.10(a) or
Section 2.9 shall be deemed paid to and redirected by such Defaulting Bank, and each Bank
irrevocably consents to the foregoing.




(iii) (A) No Defaulting Bank shall be entitled to receive any non-use fee (pursuant to
Section 5.1 or otherwise) for any period during which that Bank is a Defaulting Bank
(and the Company shall not be required to pay any such fee that otherwise would have been
required to have been paid to such Defaulting Bank); and (B) each Defaulting Bank shall be
entitled to receive Letter of Credit fees pursuant to Section 5.2 for any period
during which that Bank is a Defaulting Bank only to the extent allocable to its Percentage
of the Stated Amount of Letters of Credit for which it has provided Cash Collateral pursuant
to Section 2.9; and with respect to any Letter of Credit fee not required to be paid
to any Defaulting Bank pursuant to the foregoing clause (B), the Company shall (x)
pay to each Non-Defaulting Bank that portion of any such Letter of Credit fee otherwise
payable to such Defaulting Bank with respect to such Defaulting Bank’s participation in
Letters of Credit that has been reallocated to such Non-Defaulting
Bank pursuant to clause (iv) below, (y) pay to each Issuing Bank the amount of any such fee
otherwise payable to such Defaulting Bank to the extent allocable to such Issuing Bank’s Fronting
Exposure to such Defaulting Bank, and (z) not be required to pay the remaining amount of any such
fee.


 


33









 






(iv) All or any part of such Defaulting Bank’s participation in Letters of Credit and
Swing Line Loans shall be reallocated among the Non-Defaulting Banks in accordance with
their respective Percentages (calculated without regard to such Defaulting Bank’s
Commitment) but only to the extent that (x) the conditions set forth in Section 11.2
are satisfied at the time of such reallocation (and, unless the Company shall have otherwise
notified the Administrative Agent at such time, the Company shall be deemed to have
represented and warranted that such conditions are satisfied at such time), and (y) such
reallocation does not cause the sum of (A) the Dollar Equivalent principal amount of all
Loans of any Non-Defaulting Bank plus (B) such Non-Defaulting Bank’s Percentage of the sum
of the outstanding Swing Line Loans and the aggregate Stated Amount of all Letters of Credit
to exceed such Non-Defaulting Bank’s Commitment. No reallocation hereunder shall constitute
a waiver or release of any claim of any party hereunder against a Defaulting Bank arising
from such Bank having become a Defaulting Bank, including any claim of a Non-Defaulting Bank
as a result of such Non-Defaulting Bank’s increased exposure following such reallocation.




(v) If the reallocation described in clause (iv) above cannot, or can only
partially, be effected, the Company shall, without prejudice to any right or remedy
available to it hereunder or under law, (x) first, prepay Swing Line Loans in an
amount equal to the Swing Line Bank’s Fronting Exposure and (y) second, Cash
Collateralize each Issuing Bank’s Fronting Exposure in accordance with the procedures set
forth in Section 2.9.



(b) Defaulting Bank Cure. If the Company, the Administrative Agent, the Swing Line
Bank and each Issuing Bank agree in writing that a Bank is no longer a Defaulting Bank, the
Administrative Agent will so notify the parties hereto, whereupon as of the effective date
specified in such notice and subject to any conditions set forth therein (which may include
arrangements with respect to any Cash Collateral or Backup Support), such Bank will, to the extent
applicable, purchase at par that portion of outstanding Loans of the other Banks or take such other
actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and
unfunded participations in Letters of Credit and Swing Line Loans to be held pro rata by the Banks
in accordance with their respective Percentages (without giving effect to clause (a)(iv)
above), whereupon such Bank will cease to be a Defaulting Bank; provided that no
adjustments will be made retroactively with respect to fees accrued or payments made by or on
behalf of the Borrower while that Bank was a Defaulting Bank; and provided,
further, that except to the extent otherwise expressly agreed by the affected parties, no
change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of
any party hereunder arising from that Bank’s having been a Defaulting Bank.



(c) New Swing Line Loans/Letters of Credit. So long as any Bank is a Defaulting Bank,
(i) the Swing Line Bank shall not be required to fund any Swing Line Loan unless it is reasonably
satisfied that it has no Fronting Exposure after giving effect to such Swing
Line Loan and (ii) no Issuing Bank shall be required to issue, extend, renew or increase any Letter
of Credit unless it is reasonably satisfied that it has no Fronting Exposure after giving effect
thereto.


 


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SECTION 3. EVIDENCE OF DEBT.



3.1 Bank Records. The Credit Extensions made by each Bank shall be evidenced by one
or more accounts or records maintained by such Bank and by the Administrative Agent in the ordinary
course of business. The accounts or records maintained by the Administrative Agent and each Bank
shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Banks
to the Borrowers and the interest and payments thereon. Any failure to so record or any error in
doing so shall not, however, limit or otherwise affect the obligation of any Borrower hereunder to
pay any amount owing hereunder or under any other Loan Document. In the event of any conflict
between the accounts and records maintained by any Bank and the accounts and records of the
Administrative Agent in respect of such matters, the accounts and records of the Administrative
Agent shall control in the absence of manifest error. Upon the request of any Bank made through
the Administrative Agent, the applicable Borrower shall execute and deliver to such Bank (through
the Administrative Agent) a promissory note substantially in the form of Exhibit A (each a
“Note”), which shall evidence such Bank’s Loans in addition to such accounts or records.
Each Bank may attach schedules to its Note and endorse thereon the date, Type (if applicable),
amount and maturity of its Loans and payments with respect thereto.



3.2 Administrative Agent Records. In addition to the accounts and records referred to
in Section 3.1, each Bank and the Administrative Agent shall maintain in accordance with
its usual practice accounts or records evidencing the purchases and sales by such Bank of
participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the
accounts and records maintained by the Administrative Agent and the accounts and records of any
Bank in respect of such matters, the accounts and records of the Administrative Agent shall control
in the absence of manifest error.



SECTION
4. INTEREST.



4.1 Interest Rates.



4.1.1 Interest Rates for Revolving Loans. Each Borrower promises to pay interest on
the unpaid principal amount of each Revolving Loan made to it for the period commencing on the date
such Revolving Loan is made until such Revolving Loan is paid in full as follows:



(a) at all times such Revolving Loan is a Base Rate Loan, at a rate per annum equal to the
Base Rate plus the Base Rate Margin from time to time in effect; and



(b) at all times such Revolving Loan is a Eurodollar Loan, at a rate per annum equal to the
sum of the Eurodollar Rate (Reserve Adjusted) applicable to each Interest Period for such Loan plus
the Eurodollar Margin from time to time in effect;
provided that, upon the written request of the Required Banks during the existence of an
Event of Default, the interest rate applicable to each Revolving Loan shall be increased by 2% per
annum.


 


35









 





4.1.2 Interest Rates on Swing Line Loans. The Company promises to pay interest on the
unpaid principal amount of each Swing Line Loan for the period commencing on the date such Swing
Line Loan is made until the date such Swing Line Loan is paid in full at a rate per annum agreed to
from time to time between the Company and the Swing Line Bank; provided that if at any time
the Banks become obligated to fund their participations in any Swing Line Loan pursuant to
Section 2.4.3, such Swing Line Loan shall thereafter bear interest at the rate applicable
from time to time for Base Rate Loans pursuant to Section 4.1.1.



4.2 Interest Payment Dates. Accrued interest on each Base Rate Loan (including any
Swing Line Loan) shall be payable in arrears on the last Business Day of each calendar quarter and
at maturity. Accrued interest on each Eurodollar Loan shall be payable on the last day of each
Interest Period relating to such Loan (and, in the case of a Eurodollar Loan with an Interest
Period of six months or longer, on each three-month anniversary of the first day of such Interest
Period) and at maturity. After maturity, accrued interest on all Loans shall be payable on demand.



4.3 Setting and Notice of Eurodollar Rates. The applicable Eurodollar Rate for each
Interest Period shall be determined by the Administrative Agent, which shall give notice thereof to
the Company and each Bank. Each determination of the applicable Eurodollar Rate by the
Administrative Agent shall be conclusive and binding upon the parties hereto, in the absence of
demonstrable error. The Administrative Agent shall, upon written request of the Company or any
Bank, deliver to the Company or such Bank a statement showing the computations used by the
Administrative Agent in determining any applicable Eurodollar Rate hereunder.



4.4 Computation of Interest. All determinations of interest for Base Rate Loans
(including any Swing Line Loan bearing interest at or by reference to the Base Rate) when the Base
Rate is determined by the Prime Rate shall be made on the basis of a year of 365 or 366 days, as
the case may be, and the actual number of days elapsed. All other computations of interest shall
be computed for the actual number of days elapsed on the basis of a year of 360 days or on such
other basis as the Administrative Agent shall determine is customary for the relevant currency.
The applicable interest rate for each Base Rate Loan shall change simultaneously with each change
in the Base Rate.




SECTION 5. FEES.



5.1 Non-Use Fee. Subject to Section 2.10(a)(iii)(A), the Company agrees to
pay to the Administrative Agent for the account of each Bank a non-use fee, for the period from the
Effective Date to the Termination Date, at a rate per annum equal to the Non-Use Fee Rate in effect
from time to time of the daily average of the unused portion of such Bank’s Commitment. For
purposes of calculating usage under this Section, the Commitment Amount shall be deemed used to the
extent of the sum of the aggregate Dollar Equivalent outstanding principal amount of all Revolving
Loans (but not Swing Line Loans) and the Stated Amount of all Letters of Credit. Such non-use fee
shall be payable in arrears on the last Business Day of each calendar quarter and on the
Termination Date for any period then ending for which such non-use fee shall not
have theretofore been paid. The non-use fee shall be computed for the actual number of days
elapsed on the basis of a year of 360 days.


 


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1.1 Letter of Credit Fees. (6) The Company agrees to pay to the Administrative Agent
for the account of the Banks pro rata according to their respective Percentages a letter of credit
fee for each Letter of Credit in an amount equal to the applicable L/C Fee Rate per annum in effect
from time to time of the Dollar Equivalent of the undrawn amount of such Letter of Credit (computed
for the actual number of days elapsed on the basis of a year of 360 days); provided that,
upon the written request of the Required Banks during the existence of an Event of Default, the
rate applicable to each Letter of Credit shall be increased by 2% per annum. Such letter of credit
fee shall be payable in arrears on the last Business Day of each calendar quarter and on the
Termination Date (and, if any Letter of Credit remains outstanding on the Termination Date,
thereafter on demand) for the period from the date of the issuance of each Letter of Credit to the
date such payment is due or, if earlier, the date on which such Letter of Credit expired or was
terminated.



(b) The Company agrees to pay each Issuing Bank a fronting fee for each Letter of Credit in
the amount separately agreed between the Company and such Issuing Bank from time to time.



(c) In addition, with respect to each Letter of Credit, the Company agrees to pay to each
Issuing Bank, for its own account, such fees and expenses as such Issuing Bank customarily requires
in connection with the issuance, negotiation, processing and/or administration of letters of credit
in similar situations.



5.3 Up-Front and Funding Fees. The Company agrees to pay to the Administrative Agent
for the account of the Banks such up-front and funding fees as are mutually agreed to by the
Company and the Banks.



5.4 Administrative Agent’s and Lead Arrangers’ Fees. The Company agrees to pay to the
Administrative Agent and the Lead Arrangers such fees as are mutually agreed to from time to time
by the Company, the Administrative Agent and the Lead Arrangers.



SECTION 6. CHANGES IN COMMITMENT AMOUNT; PREPAYMENTS.



6.1  Changes in Commitment Amount.



1.1.1 Voluntary Reduction or Termination of the Commitments. (7) The Company may from
time to time on at least five Business Days’ prior written notice received by the Administrative
Agent (which shall promptly advise each Bank thereof) permanently reduce the Commitment Amount to
an amount not less than the Total Outstandings. Any such reduction shall be in an amount not less
than $10,000,000 or a higher integral multiple of $1,000,000; provided that the Commitment
Amount may not be reduced to an amount that is less than the sum of (i) the outstanding Dollar
Equivalent principal amount of Revolving Loans and Swing Line Loans (after giving effect to any
concurrent prepayment thereof), and (ii) the Stated Amount of all Letters of Credit. All
reductions of the Commitment Amount shall reduce the Commitments pro rata among the Banks according
to their respective Percentages.


 


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(b) The Company may at any time on at least five Business Days’ prior written notice received by
the Administrative Agent (which shall promptly advise each Bank thereof) terminate the Commitments
upon payment in full of all Revolving Loans and Swing Line Loans and all other obligations of the
Company hereunder in respect of such Loans and Cash Collateralization in full or the provision of
other Backup Support, pursuant to documentation in form and substance reasonably satisfactory to
each Issuing Bank, of all obligations arising with respect to the Letters of Credit. Each notice
delivered by the Company pursuant to this clause (b) shall be irrevocable; provided
that a notice of termination of the Commitments delivered by the Company may state that such notice
is conditioned upon the effectiveness of other credit facilities, in which case such notice may be
revoked by the Company (by notice to the Administrative Agent on or prior to the specified
effective date) if such condition is not satisfied.



6.1.2 Optional Increase in Commitment Amount. So long as no Event of Default or
Unmatured Event of Default exists or would result therefrom and notwithstanding any contrary
provision of Section 6.1.1, the Company may, by means of a letter to the Administrative
Agent substantially in the form of Exhibit E, request that the Commitment Amount be
increased by (a) increasing the Commitment of one or more Banks which have agreed to such increase
(it being understood that no Bank shall have any obligation to increase its Commitment pursuant to
this Section 6.1.2) and/or (b) adding one or more commercial banks or other Persons as a
party hereto with a Commitment in an amount agreed to by any such commercial bank or other Person;
provided that (i) no commercial bank or other Person shall be added as a party hereto
without the written consent of the Administrative Agent (which shall not be unreasonably withheld);
(ii) in no event shall the aggregate amount of all increases of the Commitment Amount pursuant to
this Section 6.1.2 exceed $250,000,000; and (iii) no such increase shall increase the
Offshore Currency Sublimit, the amount of the Swing Line Commitment or the L/C Sublimit. Any
increase in the Commitment Amount pursuant to this Section 6.1.2 shall be effective three
Business Days (or such other period of time as may be agreed upon by the Company, the
Administrative Agent and the Banks or other Persons participating in such increase) after the date
on which the Administrative Agent has (A) received certified copies of authorizing resolutions of
the Board of Directors of the Company authorizing such increase (or authorizing the maximum
increase amount specified in clause (ii) above) and (B) received and accepted (such
acceptance not to be unreasonably withheld) the applicable increase letter in the form of Annex 1
to Exhibit E (in the case of an increase in the Commitment of an existing Bank) or
assumption letter in the form of Annex 2 to Exhibit E (in the case of the addition of a
commercial bank or other Person as a new Bank). The Administrative Agent shall promptly notify the
Company and the Banks of any increase in the Commitment Amount pursuant to this Section
6.1.2 and of the Commitment and Percentage of each Bank after giving effect thereto. The
Company acknowledges that, in order to maintain Loans in accordance with each Bank’s Percentage, a
reallocation of the Commitments as a result of a non-pro-rata increase in the Commitment Amount may
require prepayment of all or portions of certain Loans on the date of such increase (and any such
prepayment shall be subject to the provisions of Section 8.4).


 


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6.2 Prepayments.



6.2.1 Any Borrower may from time to time prepay Loans in whole or in part, without premium or
penalty, provided that the Company shall give the Administrative Agent (which shall
promptly advise each Bank) notice thereof not later than (a) 2:30 p.m. (or, in the
case of prepayment of Swing Line Loans, 4:00 p.m.) on the date of such prepayment (which shall be a
Business Day), in the case of Base Rate Loans and Swing Line Loans, and (b) two Business Days prior
to the date of such prepayment, in the case of Eurodollar Loans, in each case specifying the Loans
to be prepaid and the date and amount of prepayment. Subject to Section 2.2.1, each
partial prepayment of Revolving Loans shall be in a minimum Dollar Equivalent amount of $1,000,000
and an integral multiple of 1,000,000 units of the Applicable Currency. Prepayments of Revolving
Loans shall be applied pro rata to the applicable Revolving Loans of all Banks in accordance with
their Percentages. Any prepayment of a Eurodollar Loan on a day other than the last day of an
Interest Period therefor shall include interest on the principal amount being repaid and shall be
subject to Section 8.4. Each notice of prepayment under this Section 6.2.1 shall
be irrevocable; provided that a notice delivered by the Company of the prepayment of Loans
in connection with the termination of the Commitments pursuant to Section 6.1.1(b) may
state that such notice is conditioned upon the effectiveness of other credit facilities, in which
case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior
to the specified effective date) if such condition is not satisfied.



6.2.2 If on any date the Total Outstandings exceed the Commitment Amount, the Borrowers shall
immediately, and without notice or demand, prepay the outstanding principal amount of the Revolving
Loans and/or L/C Advances and/or Cash Collateralize (or promptly provide other Backup Support for)
the outstanding Letters of Credit in an amount equal to such excess.



6.2.3 If at any time of calculation by the Administrative Agent (pursuant to Section
2.8(a) or otherwise), the sum of the Dollar Equivalent principal amount of all outstanding
Offshore Currency Loans plus the Stated Amount of all Letters of Credit denominated in an Offshore
Currency exceeds an amount equal to the lesser of (a) the Commitment Amount and (b) 105% of the
Offshore Currency Sublimit as a result of fluctuations in currency exchange rates, the applicable
Borrowers shall, within two Business Days after receipt of notice thereof, prepay Offshore Currency
Loans and/or Cash Collateralize (or promptly provide other Backup Support for) the Letters of
Credit denominated in an Offshore Currency in an amount sufficient to cause the sum of the Dollar
Equivalent principal amount of all outstanding Offshore Currency Loans plus the Stated Amount of
all Letters of Credit denominated in an Offshore Currency to be less than or equal to the
Commitment Amount or the Offshore Currency Sublimit, respectively.




SECTION 7. MAKING AND PRORATION OF PAYMENTS; SETOFF; TAXES.



7.1 Making of Payments. All payments of principal of or interest on the Loans, and of
all non-use fees and Letter of Credit fees, shall be made by the applicable Borrower to the
Administrative Agent at its principal office in Chicago in immediately available funds (a) in the
case of principal and interest payments with respect to Eurodollar Loans, in the Applicable
Currency, and (b) in the case of any other amount, in Dollars or such other currency as shall be
specified herein and without set-off, counterclaim or deduction of any kind, not later than noon on
the date due, and funds received after that hour shall be deemed to have been received by the
Administrative Agent on the next following Business Day. The Administrative Agent shall promptly
remit to each Bank its share (if any) of all such payments received in collected funds
by the Administrative Agent. All payments under Section 8.1 shall be made by the
applicable Borrower directly to the Bank entitled thereto.


 


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7.2 Application of Certain Payments. Each payment of principal shall be applied to
such Loans as the applicable Borrower shall direct by notice to be received by the Administrative
Agent on or before the date of such payment or, in the absence of such notice, first, to
repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding
as Eurodollar Loans, with those Eurodollar Loans having earlier expiring Interest Periods being
repaid prior to those having later expiring Interest Periods. Concurrently with each remittance to
any Bank of its share of any such payment, the Administrative Agent shall advise such Bank as to
the application of such payment.



7.3 Due Date Extension or Reduction. If any payment of principal or interest with
respect to any of the Loans, or of any fees, falls due on a day which is not a Business Day, then
such due date shall be extended to the immediately following Business Day (unless, in the case of a
payment of interest on a Eurodollar Loan, the result of such extension would be to extend the due
date for such payment into another calendar month, in which case such due date shall be the
immediately preceding Business Day) and any extension or reduction of time shall be reflected in
computing interest and fees.



7.4 Failure to Make Payments. Unless the applicable Borrower or a Bank has notified
the Administrative Agent, prior to the date any payment to be made by it is due, that it does not
intend to remit such payment, the Administrative Agent may, in its sole and absolute discretion,
assume that such Borrower or such Bank, as the case may be, has timely remitted such payment and
may, in its sole and absolute discretion and in reliance thereon, make available such payment to
the Person entitled thereto. If such payment was not in fact remitted to the Administrative Agent
in immediately available funds, then:



(i) if the applicable Borrower failed to make such payment, each Bank shall forthwith on
demand repay to the Administrative Agent the amount of such assumed payment made available to such
Bank, together with interest thereon in respect of each day from the date such amount was made
available by the Administrative Agent to such Bank to the date such amount is repaid to the
Administrative Agent at a rate per annum equal to (a) for the first three days after demand, the
Federal Funds Rate from time to time in effect and (b) thereafter, the Base Rate from time to time
in effect; and



(ii) if a Bank failed to make such payment, the Administrative Agent shall promptly notify the
Company, and the Company shall pay such corresponding amount to the Administrative Agent, together
with interest thereon in respect of each day from the date such amount was made available by the
Administrative Agent to the Company at a rate per annum equal to the interest rate applicable to
the applicable borrowing. Nothing in this clause (ii) shall be deemed to relieve any Bank
from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative
Agent or the Company or any other Borrower may have against any Bank as a result of any default by
such Bank hereunder.


 


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7.5 Setoff. The Company agrees that the Administrative Agent and each Bank have all
rights of set-off and bankers’ lien provided by applicable law, and in addition thereto, the
Company agrees that at any time any Event of Default exists, the Administrative Agent, each
Bank and, to the extent permitted by applicable law, any Affiliate thereof, may apply to the
payment of any obligations of the Borrowers hereunder, whether or not then due, any and all
balances, credits, deposits, accounts or moneys of the Borrowers then or thereafter with the
Administrative Agent, such Bank or such Affiliate; provided that if any Defaulting Bank
shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately
to the Administrative Agent for further application in accordance with the provisions of
Section 2.10 and, pending such payment, shall be segregated by such Defaulting Bank from
its other funds and deemed held in trust for the benefit of the Administrative Agent, each Issuing
Bank and the Banks, and (y) the Defaulting Bank shall provide promptly to the Administrative Agent
a statement describing in reasonable detail the obligations of the Borrowers as to which it
exercised such right of set-off. Each Bank agrees promptly to notify the Company and the
Administrative Agent after any such set-off and application made by such Bank or such Affiliate;
provided that the failure to give such notice shall not affect the validity of such set-off
and application.



7.6 Proration of Payments. If any Bank shall obtain any payment or other recovery
(whether voluntary, involuntary, by application of offset or otherwise, but excluding any payment
pursuant to Section 8.7 or in connection with an assignment or participation pursuant to
Section 14.8 or any payment to the Swing Line Bank in respect of a Swing Line Loan prior to
the occurrence of an Event of Default under Section 12.1.1 or 12.1.3 or any other
payment or recovery made on a non-ratable basis pursuant to the express provisions of this
Agreement or any other Loan Document) on account of principal of or interest on any Loan (or on
account of its participation in any Letter of Credit or Swing Line Loan) in excess of its pro rata
share (or other share specified hereunder or under any other applicable Loan Document) of payments
and other recoveries obtained by all Banks on account of principal of and interest on Loans (or
such participations) then held by them, such Bank shall purchase from the other Banks such
participation in the Loans (or sub-participations in Letters of Credit or Swing Line Loans) held by
them as shall be necessary to cause such purchasing Bank to share the excess payment or other
recovery ratably with each of them; provided that if all or any portion of the excess
payment or other recovery is thereafter recovered from such purchasing Bank, the purchase shall be
rescinded and the purchase price restored to the extent of such recovery.



7.7
Taxes. (a) All payments of principal of, and interest on, the Loans and all other
amounts payable hereunder shall be made free and clear of and without deduction for any present or
future income, excise, stamp or franchise taxes and other taxes, fees, duties, withholdings or
other charges of any nature whatsoever imposed by any taxing authority, but excluding franchise
taxes and taxes imposed on or measured by any Bank’s net income or receipts and any United States
withholding taxes imposed by FATCA (all non-excluded items being called “Taxes”). If any
withholding or deduction from any payment to be made by a Borrower hereunder is required in respect
of any Taxes pursuant to any applicable law, rule or regulation, then the Company will, or will
cause each other applicable Borrower to:



(i) pay directly to the relevant authority the full amount required to be so withheld or
deducted;



(ii) promptly forward to the Administrative Agent an official receipt or other documentation
satisfactory to the Administrative Agent evidencing such payment to such authority; and


 


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(iii) (except to the extent such withholding or deduction would not be required if such Bank’s
Exemption Representation were true) pay to the Administrative Agent for the account of the Banks
such additional amount or amounts as is necessary to ensure that the net amount actually received
by each Bank will equal the full amount such Bank would have received had no such withholding or
deduction been required.



Moreover, if any Taxes are directly asserted against the Administrative Agent or any Bank with
respect to any payment received by the Administrative Agent or such Bank hereunder, the
Administrative Agent or such Bank may pay such Taxes and the Company will, or will cause each other
applicable Borrower to (except to the extent such Taxes are payable by a Bank and would not have
been payable if such Bank’s Exemption Representation were true), promptly pay such additional
amounts (including any penalty, interest and expense) as are necessary in order that the net amount
received by such Person after the payment of such Taxes (including any Taxes on such additional
amount) shall equal the amount such Person would have received had such Taxes not been asserted.



(b) If the Company or any other Borrower fails to pay any Taxes when due to the appropriate
taxing authority or fails to remit to the Administrative Agent, for the account of the respective
Banks, the required receipts or other required documentary evidence, the Company shall indemnify
the Banks for any incremental Taxes, interest or penalties that may become payable by any Bank as a
result of any such failure. For purposes of this Section 7.7, a distribution hereunder by
the Administrative Agent or any Bank to or for the account of any Bank shall be deemed a payment by
the applicable Borrower.



(c) Each Bank represents and warrants (such Bank’s “Exemption Representation”) to the
Company and the Administrative Agent that, as of the date of this Agreement (or, in the case of an
Assignee, the date it becomes a party hereto), it is entitled to receive payments hereunder without
any deduction or withholding for or on account of any Taxes imposed by the United States of America
or any political subdivision or taxing authority thereof.



(d) Upon the request from time to time of the Company or the Administrative Agent, each Bank
that is organized under the laws of a jurisdiction other than the United States of America shall
execute and deliver to the Company and the Administrative Agent one or more (as the Company or the
Administrative Agent may reasonably request) United States Internal Revenue Service Forms W-8ECI or
Forms W-8BEN or such other forms or documents, appropriately completed, as may be applicable to
establish the extent, if any, to which a payment to such Bank is exempt from withholding or
deduction of Taxes. Without limiting the foregoing, if a payment made to a Bank or any Issuing
Bank under a Loan Document would be subject to U.S. Federal withholding tax imposed by FATCA if
such Bank or Issuing Bank were to fail to comply with the applicable reporting requirements of
FATCA (including those contained in section 1471(b) or 1472(b) of the Code, as applicable), such
Bank or Issuing Bank shall deliver to each Borrower and the Administrative Agent, at the time or
times prescribed by law and at such time or times reasonably requested by a Borrower or the
Administrative Agent, such documentation prescribed by applicable law (including as prescribed by
section 1471(b)(3)(C)(i)



 


42









 






of the Code) and such additional documentation reasonably requested by such Borrower or the
Administrative Agent as may be necessary for such Person to comply with its obligations under
FATCA, to determine that such Bank or Issuing Bank has or has not complied with its obligations
under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment.
Solely for purposes of this Section 7.7(d), “FATCA” shall include any amendments made to
FATCA after the date of this Agreement, whether or not such amendments are included in the
definition set forth in Section 1. Each Bank and each Issuing Bank agrees that if any form
or certification it previously delivered expires or becomes obsolete or inaccurate in any respect,
it shall update such form or certification or promptly notify the Company and the Administrative
Agent in writing of its legal inability to do so.



(e) If, and to the extent that, any Bank shall obtain a credit or other tax benefit with
respect to any Taxes indemnified or paid by the Company or another applicable Borrower pursuant to
this Section 7.7, such Bank agrees to promptly notify the Company thereof and thereupon to
use reasonable efforts to provide the applicable Borrower the benefit of such credit or other tax
benefit.



(f) Each Bank shall, promptly upon request by the Company, deliver to the Company copies of
all completed and executed forms reasonably deemed necessary by any Borrower in connection with the
payment of amounts demanded by such Bank pursuant to the foregoing clause (a).




SECTION 8. INCREASED COSTS; SPECIAL PROVISIONS FOR EURODOLLAR LOANS.




8.1 Increased Costs. (a) If any Change in Law:



(i) shall subject any Bank (or any Eurodollar Office of such Bank) to any tax, duty or other
charge with respect to its Eurodollar Loans, its Note or its obligation to make Eurodollar Loans,
or shall change the basis of taxation of payments to any Bank of the principal of or interest on
its Eurodollar Loans or any other amounts due under this Agreement in respect of its Eurodollar
Loans or its obligation to make Eurodollar Loans (except for changes in the rate of tax on the
overall net income of such Bank or its Eurodollar Office imposed by the jurisdiction in which such
Bank’s principal executive office or Eurodollar Office is located); or



(ii) shall impose, modify or deem applicable any reserve (including any reserve imposed by the
FRB, but excluding any reserve included in the determination of interest rates pursuant to
Section 4 or costs pursuant to Section 8.1(c)), special deposit or similar
requirement against assets of, deposits with or for the account of, or credit extended by any Bank
(or any Eurodollar Office of such Bank); or



(iii) shall impose on any Bank (or its Eurodollar Office) any other condition affecting its
Eurodollar Loans, its Note or its obligation to make Eurodollar Loans;



and the result of any of the foregoing is to increase the cost to (or in the case of Regulation D
of the FRB, to impose a cost on) such Bank (or any Eurodollar Office of such Bank) of making or
maintaining any Eurodollar Loan, or to reduce the amount of any sum received or receivable by such
Bank (or its Eurodollar Office) under this Agreement or under its Note with respect thereto
(in each case after giving effect to any interest earned or to be earned on any reserve or special
deposit of the type described in clause (ii) above), then within 10 Business Days after
written demand by such Bank (which demand shall be accompanied by a statement setting forth the
basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which
shall be furnished to the Administrative Agent) to the Company, so long as such demand is
substantially consistent with demands made by such Bank with similarly situated customers of such
Bank under agreements having provisions similar to this Section 8.1(a), the Company shall,
or shall cause each other applicable Borrower to, pay directly to such Bank such additional amount
as will compensate such Bank for such increased cost or such reduction.


 


43









 





(b) If any Bank shall reasonably determine that any Change in Law regarding capital adequacy
has or would have the effect of reducing the rate of return on such Bank’s or its controlling
Person’s capital as a consequence of such Bank’s obligations hereunder or under any Letter of
Credit to a level below that which such Bank or such controlling Person could have achieved but for
such Change in Law (taking into consideration such Bank’s or such controlling Person’s policies
with respect to capital adequacy) by an amount reasonably deemed by such Bank or such controlling
Person to be material, then from time to time, within 10 Business Days after written demand by such
Bank (which demand shall be accompanied by a statement setting forth the basis for such demand and
a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to the
Administrative Agent) to the Company, so long as such demand is substantially consistent with
demands made by such Bank with similarly situated customers of such Bank under agreements having
provisions similar to this Section 8.1(b), the Company shall, or shall cause each other
applicable Borrower to, pay to such Bank such additional amount or amounts as will compensate such
Bank or such controlling Person for such reduction.



(c) The per annum interest rate applicable to each Offshore Currency Loan shall be increased
for any Interest Period by the Associated Costs Rate for such Interest Period.




8.2 Inability to Determine Rates, etc. If with respect to any Interest Period:



(a) the Administrative Agent determines (which determination shall be binding and conclusive
on the Borrowers) that by reason of circumstances affecting the interbank eurodollar market
adequate and reasonable means do not exist for ascertaining the applicable Eurodollar Rate; or



(b) Banks having an aggregate Percentage of 40% or more advise the Administrative Agent that
the Eurodollar Rate (Reserve Adjusted) will not adequately and fairly reflect the cost to such
Banks of maintaining or funding such Eurodollar Loans for such Interest Period (taking into account
any amount to which such Banks may be entitled under Section 8.1) or that the making or
funding of Eurodollar Loans has become impracticable as a result of an event occurring after the
date of this Agreement which in the opinion of such Banks materially affects such Loans;



then the Administrative Agent shall promptly notify the other parties thereof and, so long
as such circumstances shall continue, (i) no Bank shall be under any obligation to make or convert
into Eurodollar Loans, (ii) with respect to the Eurodollar Rate component of the Base Rate, the
utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended and
(iii) on the last day of the current Interest Period for each Eurodollar Loan, such Loan shall,
unless then repaid in full, automatically convert to a Base Rate Loan. The Administrative Agent
shall promptly revoke any such notice at such time as the applicable circumstances shall no longer
continue; provided that, in the case of any such notice made pursuant to clause (b)
above, the Required Banks shall have consented to such revocation.


 


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8.3 Changes in Law Rendering Eurodollar Loans Unlawful. In the event that any change
after the date hereof in (including the adoption of any new) applicable laws or regulations, or any
change after the date hereof in the interpretation of applicable laws or regulations by any
governmental or other regulatory body charged with the administration thereof, should make it (or
in the good faith judgment of any Bank cause a substantial question as to whether it is) unlawful
for any Bank to make, maintain or fund Eurodollar Loans, then such Bank shall promptly notify each
of the other parties hereto and, so long as such circumstances shall continue, (a) such Bank shall
have no obligation to make or convert into Eurodollar Loans (but shall make Base Rate Loans,
ignoring the Eurodollar Rate component in determining the Base Rate, concurrently with the making
of or conversion into Eurodollar Loans by the Banks which are not so affected, in each case in an
amount equal to such Bank’s pro rata share of all Eurodollar Loans which would be made or converted
into at such time in the absence of such circumstances) and (b) on the last day of the current
Interest Period for each Eurodollar Loan of such Bank (or, in any event, on such earlier date as
may be required by the relevant law, regulation or interpretation), such Eurodollar Loan shall,
unless then repaid in full, automatically convert to a Base Rate Loan and, if such Loan is
denominated in a currency other than Dollars, such Loan shall be redenominated in Dollars at the
Spot Rate (and such Bank will promptly notify the Administrative Agent and the Company when such
circumstances cease to exist, at which time such Bank’s obligation to make Eurodollar Loans shall
be reinstated). Each Base Rate Loan made by a Bank which, but for the circumstances described in
the foregoing sentence, would be a Eurodollar Loan (an “Affected Loan”) shall remain
outstanding for the same period as the Group of Eurodollar Loans of which such Affected Loan would
be a part absent such circumstances.



8.4 Funding Losses. The Company hereby agrees that upon demand by any Bank (which
demand shall be accompanied by a statement setting forth the basis in reasonable detail for the
amount being claimed, a copy of which shall be furnished to the Administrative Agent), the Company
will indemnify such Bank against any net loss or expense which such Bank may sustain or incur
(including any net loss or expense incurred by reason of the liquidation or reemployment of
deposits or other funds acquired by such Bank to fund or maintain any Eurodollar Loan), as
reasonably determined by such Bank, as a result of (a) any payment, prepayment or conversion of any
Eurodollar Loan of such Bank on a date other than the last day of an Interest Period for such Loan
(including any conversion pursuant to Section 8.3) or (b) any failure of a Borrower to
borrow, prepay or continue, or to convert any Loan into, a Eurodollar Loan on a date specified
therefor in a notice of borrowing, prepayment, continuation or conversion pursuant to this
Agreement. For this purpose, all notices to the Administrative Agent pursuant to this Agreement
shall be deemed to be irrevocable.


 


45









 





8.5 Right of Banks to Fund through Other Offices. Each Bank may, if it so elects,
fulfill its commitment as to any Loan by causing a foreign branch or affiliate of such Bank to
make such Loan; provided that in such event for the purposes of this Agreement such Loan
shall be deemed to have been made by such Bank and the obligation of the applicable Borrower to
repay such Loan shall nevertheless be to such Bank and shall be deemed held by it, to the extent of
such Loan, for the account of such branch or affiliate.



8.6 Discretion of Banks as to Manner of Funding. Notwithstanding any provision of
this Agreement to the contrary, each Bank shall be entitled to fund and maintain its funding of all
or any part of its Loans in any manner it sees fit, it being understood, however, that for the
purposes of this Agreement all determinations hereunder shall be made as if such Bank had actually
funded and maintained each Eurodollar Loan during each Interest Period for such Loan through the
purchase of deposits having a maturity corresponding to such Interest Period and bearing an
interest rate equal to the Eurodollar Rate for such Interest Period.



8.7
Mitigation of Circumstances; Replacement or Removal of Affected Bank. (a) Each
Bank shall promptly notify the Company and the Administrative Agent of any event of which it has
knowledge which will result in, and will use reasonable commercial efforts available to it (and
not, in such Bank’s good faith judgment, otherwise disadvantageous to such Bank) to mitigate or
avoid, (i) any obligation by a Borrower to pay any amount pursuant to Section 7.7 or
8.1 or (ii) the occurrence of any circumstance of the nature described in Section
8.2 or 8.3 (and, if any Bank has given notice of any such event described in clause
(i) or (ii) above and thereafter such event ceases to exist, such Bank shall promptly
so notify the Company and the Administrative Agent). Without limiting the foregoing, (x) each Bank
will designate a different funding office if such designation will avoid (or reduce the cost to the
applicable Borrower of) any event described in clause (i) or (ii) of the preceding
sentence and such designation will not, in such Bank’s good faith judgment, be otherwise
disadvantageous to such Bank; and (y) if any Bank fails to notify the Company of any event or
circumstance which will entitle such Bank to compensation pursuant to Section 7.7 or
8.1 within 90 days after such Bank obtains knowledge (or reasonably should have obtained
knowledge) of such event or circumstance, then such Bank shall not be entitled to compensation from
the applicable Borrower for any amount arising prior to the date which is 90 days before the date
on which such Bank notifies the Company of such event or circumstance.



(b) At any time any Bank is an Affected Bank, the Company may replace such Affected Bank as a
party to this Agreement with one or more other bank(s) or financial institution(s) reasonably
satisfactory to the Administrative Agent, such bank(s) or financial institution(s) to have
Commitments in such amounts as shall be reasonably satisfactory to the Administrative Agent and
each Issuing Bank (and upon notice from the Company such Affected Bank shall assign pursuant to an
Assignment Agreement, and without recourse or warranty, its Commitment, its Loans, its Note, its
participation in Letters of Credit and Swing Line Loans and all of its other rights and obligations
hereunder to such replacement bank(s) or other financial institution(s) for a purchase price equal
to the sum of the principal amount of the Loans so assigned, all accrued and unpaid interest
thereon, its ratable share of all accrued and unpaid non-use fees and Letter of Credit fees, any
amounts payable under Section 8.4 as a result of such Bank receiving payment of any
Eurodollar Loan prior to the end of an Interest Period therefor and all other obligations then owed
to such Affected Bank hereunder).


 


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In addition to the foregoing, and notwithstanding any other provision of this Agreement to the
contrary, if (i) a Bank demands any payment pursuant to Section 8.1(a) and/or Section
8.1(b) and (ii) the payment so demanded is disproportionately greater than the amount of
compensation (if any) that the Company is generally obligated to pay to other Banks arising out of
the same event or circumstance giving rise to such demand (a “Trigger Event”), then the
Company may terminate such Bank’s Commitment hereunder, provided that (w) no Event of
Default or Unmatured Event of Default shall have occurred and be continuing at the time of such
Commitment termination, (x) the Company concurrently terminates the Commitment of each other Bank
that has made a demand for payment under Section 8.1(a) and/or 8.1(b) that arises
out of such Trigger Event and that is similarly disproportionate to the amount the Company is
generally obligated to pay to other Banks arising out of such Trigger Event (together with such
Bank, each a “Demanding Bank”), (y) the Administrative Agent shall have consented to all
such Commitment termination(s) (such consent not to be unreasonably withheld or delayed, but may
include consideration of the adequacy of the Company’s liquidity) and (z) each Demanding Bank has
been paid all amounts then due to it under this Agreement and each other Loan Document (which, for
the avoidance of doubt, the respective Borrowers may pay in connection with any such termination
without making ratable payments to any other Bank (other than another Demanding Bank)). In no
event shall the termination of a Demanding Bank’s Commitment in accordance with this paragraph
impair or otherwise affect the obligation of the Company to make the payments demanded by such
Demanding Bank in accordance with Section 8.1(a) and/or Section 8.1(b).



(c) The Administrative Agent agrees to promptly notify the Company upon any Bank becoming a
Defaulting Bank (but the Administrative Agent shall have no liability for any failure to give, or
any delay in giving, any such notice).



8.8 Conclusiveness of Statements; Survival of Provisions. Determinations and
statements of any Bank pursuant to Section 8.1, 8.2, 8.3 or 8.4
shall be conclusive absent demonstrable error. Banks may use reasonable averaging and attribution
methods in determining compensation under Sections 8.1 and 8.4, and the provisions
of such Sections shall survive repayment of the Loans, cancellation of the Notes, cancellation or
expiration of the Letters of Credit and any termination of this Agreement.




SECTION 9. REPRESENTATIONS AND WARRANTIES.



To induce the Administrative Agent and the Banks to enter into this Agreement and to induce
the Banks to make Loans and issue or participate in Letters of Credit hereunder, the Company
represents and warrants to the Administrative Agent and the Banks that:



9.1 Organization, etc. The Company is a corporation duly organized, validly existing
and in good standing (or equivalent status) under the laws of the State of Wisconsin; each
Subsidiary Borrower and Significant Subsidiary is duly organized, validly existing and in good
standing (or equivalent status) under the laws of the state of its organization; and the Company,
each Subsidiary Borrower and each Significant Subsidiary is duly qualified to do business in each
jurisdiction where the nature of its business makes such qualification necessary (except to the
extent the failure to be so qualified or in good standing could not reasonably be expected to have
a Material Adverse Effect) and has full power and authority to own its property and conduct
its business as presently conducted by it (except to the extent the failure to have such authority
could not reasonably be expected to have a Material Adverse Effect).


 


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9.2 Authorization; No Conflict. The execution, delivery and performance by each Loan
Party of each Loan Document to which it is a party and the borrowings hereunder are within the
organizational powers of the Company and each Loan Party, have been duly authorized by all
necessary organizational action on the part of such Loan Party (including any necessary
shareholder, partner or member action), have received all necessary governmental and other
third-party approvals (if any shall be required), and do not and will not (a) violate any provision
of law or any order, decree or judgment of any court or other government agency which is binding on
the Company or any other Loan Party, (b) contravene or conflict with, or result in a breach of, any
provision of the certificate of incorporation, partnership agreement, by-laws or other
organizational documents of the Company or any other Loan Party or (c) contravene or conflict with,
or result in a Lien under, any material agreement, indenture, instrument or other document which is
binding on the Company or any other Loan Party.



9.3 Validity and Binding Nature. Each Loan Document to which a Loan Party is a party
is the legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party
in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the
enforceability of creditors’ rights generally and to general principles of equity.



9.4 Financial Condition. The audited consolidated financial statements of the Company
and its Subsidiaries dated January 1, 2011, copies of each of which have been delivered to each
Bank, were prepared in accordance with GAAP and present fairly the consolidated financial condition
of the Company and its Subsidiaries as at such date and the results of their operations for the
period then ended.



9.5 No Material Adverse Change. Since January 1, 2011, there has been no material
adverse change in the financial condition, operations, assets, business or properties of the
Company and its Subsidiaries taken as a whole.



9.6 Litigation. No litigation (including derivative actions), arbitration proceeding,
labor controversy or governmental investigation or proceeding is pending or, to the Company’s
knowledge, threatened in writing against the Company or any Subsidiary which could reasonably be
expected to (a) have a Material Adverse Effect, except as set forth in Schedule 9.6 or the
Company’s report on Form 10-K for the Fiscal Year ended January 1, 2011 or on Form 8-K filed with
the SEC after the date of such Form 10-K and prior to the date hereof; (b) materially and adversely
affect the ability of the Company or any Subsidiary Guarantor to perform its obligations under the
Loan Documents; or (c) materially and adversely affect the rights and remedies of the
Administrative Agent or the Banks under the Loan Documents.



9.7 Ownership of Properties. Each of the Company and each Significant Subsidiary owns
good and, in the case of real property, indefeasible title to all of its properties and assets,
real and personal, tangible and intangible, of any nature whatsoever (including patents,
trademarks, trade names, service marks and copyrights), except for such defects in title or
interest that could not reasonably be expected to have a Material Adverse Effect.


 


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9.8 Subsidiaries. As of the Effective Date, the Company has no Subsidiaries except those
listed in Schedule 9.8.



9.9
Pension Plans and Plan Assets. (a) During the twelve-consecutive-month period
prior to the date of the execution and delivery of this Agreement or the making of any Loan
hereunder, (i) no steps have been taken to terminate any Pension Plan other than a “standard
termination” in accordance with Section 4041(b) of ERISA and (ii) no contribution failure has
occurred with respect to any Pension Plan sufficient to give rise to a lien securing a material
amount under Section 303(k) of ERISA. No condition exists or event or transaction has occurred
with respect to any Pension Plan which could reasonably be expected to have a Material Adverse
Effect.



(b) All contributions (if any) have been made to any Multiemployer Pension Plan that are
required to be made by the Company or any other member of the Controlled Group under the terms of
the plan or of any collective bargaining agreement or by applicable law; neither the Company nor
any member of the Controlled Group has withdrawn or partially withdrawn from any Multiemployer
Pension Plan, incurred any material withdrawal liability with respect to any such plan or received
notice of any claim or demand for material withdrawal liability or partial withdrawal liability
from any such plan; and neither the Company nor any member of the Controlled Group has received any
notice that any Multiemployer Pension Plan is in reorganization, that increased contributions may
be required to avoid a reduction in plan benefits or the imposition of any excise tax, that any
such plan is or has been funded at a rate less than that required under Section 412 of the Code,
that any such plan is or may be involuntarily terminated, or that any such plan is or may become
insolvent; except, in each case under this clause (b), to the extent that the facts and
circumstances causing such representation and warranty to be inaccurate could not reasonably be
expected to have a Material Adverse Effect.




(c) Neither the Company nor any other Loan Party is an entity deemed to hold Plan Assets.



9.10 Investment Company Act. Neither the Company nor any Subsidiary is an “investment
company” or a company “controlled” by an “investment company”, within the meaning of the Investment
Company Act of 1940.



9.11 Regulation U. The Company is not engaged principally, or as one of its important
activities, in the business of extending credit for the purpose of purchasing or carrying Margin
Stock.



9.12 Taxes. Each of the Company and each Subsidiary has filed all Federal tax returns
and other material tax returns and tax reports required by law to have been filed by it and has
paid all taxes and governmental charges thereby shown to be owing, except any such taxes or charges
which are being diligently contested in good faith by appropriate action and for which adequate
reserves in accordance with GAAP shall have been set aside on its books.



9.13 Environmental Matters. The Company conducts, in the ordinary course of business
(in a manner sufficient to enable the Company to make the representation and warranty set forth in
this Section 9.13), a review of the effect of existing Environmental Laws (excluding
health, safety and land use matters) and existing Environmental Claims (excluding health, safety
and land use matters) on its business, operation and properties, and as a result thereof, the
Company has reasonably concluded that, except for matters for which adequate reserves are
maintained, the aggregate effect of such Environmental Laws and Environmental Claims, excluding
those specifically disclosed in Schedule 9.13, could not reasonably be expected to have a
Material Adverse Effect.


 


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9.14 Information. All information heretofore or contemporaneously herewith furnished
in writing by the Company or any Subsidiary to the Administrative Agent or any Bank for purposes of
or in connection with this Agreement and the transactions contemplated hereby is, and all written
information hereafter furnished by or on behalf of the Company or any Subsidiary to any Bank
pursuant hereto or in connection herewith will be, true and accurate in every material respect on
the date as of which such information is dated or certified, and none of such information is or
will be incomplete by omitting to state any material fact necessary to make such information not
misleading in light of the circumstances under which made (it being recognized by the
Administrative Agent and the Banks that (a) any projections and forecasts provided by the Company
are based on good faith estimates and assumptions believed by the Company to be reasonable as of
the date of the applicable projections or assumptions and that actual results during the period or
periods covered by any such projections and forecasts will likely differ from projected or
forecasted results and (b) any information provided by the Company or any Subsidiary with respect
to any Person or assets acquired or to be acquired by the Company or any Subsidiary shall, for all
periods prior to the date of such Acquisition, be limited to the knowledge of the Company or the
acquiring Subsidiary after reasonable inquiry).



9.15 No Default. No Event of Default or Unmatured Event of Default has occurred and
is continuing or would result from the consummation of any transaction contemplated by this
Agreement or any other Loan Document.



9.16 Subsidiary Borrower Supplements. For as long as any Subsidiary shall be a
Subsidiary Borrower, the representations and warranties of such Subsidiary in such Subsidiary
Borrower’s Subsidiary Borrower Supplement are true and correct in all material respects as of the
date such representations and warranties are made or deemed to be made.




 


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SECTION 10. COVENANTS.



Until the expiration or termination of the Commitments and thereafter until all obligations of
the Company hereunder and under the other Loan Documents (other than any contingent indemnification
or similar obligations not yet due and payable) are paid in full and all Letters of Credit (other
than any Supported Letter of Credit) have been terminated, the Company agrees that, unless at any
time the Required Banks shall otherwise expressly consent in writing, it will:



10.1 Reports, Certificates and Other Information. Furnish to the Administrative
Agent:



10.1.1 Audit Report. Promptly when available, and in any event not later than the
earlier of (a) five Business Days after the filing thereof with the SEC and (b) 105 days after the
end of each Fiscal Year (commencing with the fiscal year ending on or about December 31, 2011), a
copy of the audited consolidated balance sheet of the Company and its consolidated Subsidiaries for
such Fiscal Year together with audited consolidated statements of earnings and
cash flows for such Fiscal Year, accompanied by (i) the report of Deloitte & Touche LLP or another
nationally-recognized independent registered public accounting firm (the “Independent
Auditor”), which report shall (A) state that such consolidated financial statements present
fairly the financial position for the periods indicated in conformity with GAAP and (B) not be
qualified or limited because of a restricted or limited examination by the Independent Auditor of
any material portion of the Company’s or any Subsidiary’s records; provided that if such
report of the Independent Auditor is a combined report (that is, one report containing an opinion
on such consolidated financial statements, an opinion on internal controls over financial reporting
and an opinion on management’s assessment of internal controls over financial reporting), then such
report may include a qualification or limitation relating to the Company’s system of internal
controls over financial reporting due to the exclusion of any acquired business from the scope of
management’s assessment of internal controls over financial reporting to the extent such exclusion
is permitted under provisions published by the Public Company Accounting Oversight Board, the SEC
or another applicable governmental authority; and (ii) a written statement from such accountants to
the effect that in making the examination necessary for the signing of such annual audit report by
such accountants, they have not become aware of any Event of Default or Unmatured Event of Default
that has occurred and is continuing or, if they have become aware of any such event, describing it
in reasonable detail.



10.1.2 Quarterly Reports. Promptly when available, and in any event not later than
(a) five Business Days after the filing thereof with the SEC and (b) 45 days after the end of each
Fiscal Quarter (except the last Fiscal Quarter of each Fiscal Year), consolidated balance sheets of
the Company and its consolidated Subsidiaries as of the end of such Fiscal Quarter, together with
consolidated statements of earnings and cash flows for such Fiscal Quarter and for the period
beginning with the first day of such Fiscal Year and ending on the last day of such Fiscal Quarter,
certified by an Executive Officer as fairly presenting, in accordance with GAAP (subject to normal
year-end audit adjustments and the absence of footnotes), the consolidated financial position and
results of operations for the Company and its consolidated Subsidiaries for such periods.



10.1.3 Certificates. Contemporaneously with the furnishing of a copy of each annual
audit report pursuant to Section 10.1.1 and of each set of quarterly statements pursuant to
Section 10.1.2, (i) a duly completed compliance certificate in the form of Exhibit
B, with appropriate insertions, dated the date of such annual report or such quarterly
statements and signed by an Executive Officer, containing a computation of each of the financial
ratios and restrictions set forth in Section 10.6 and to the effect that such officer has
not become aware of any Event of Default or Unmatured Event of Default that has occurred and is
continuing or, if there is any such event, describing it and the steps, if any, being taken to cure
it; and (ii) a list of all Subsidiaries created, acquired or disposed of since the most recent
certificate delivered pursuant to the preceding clause (i).



10.1.4 Reports to SEC and to Shareholders. Within 15 days after the filing or sending
thereof, copies of all reports on Form 10-K, 10-Q or 8-K (including any amendment thereto) of any
Loan Party filed with the SEC (excluding exhibits thereto, provided that the Company shall promptly
deliver any such exhibit to the Administrative Agent or any Bank upon request therefor); copies of
all registration statements of any Loan Party filed with the SEC
(other than on Form S-8); and copies of all proxy statements or other communications made to
shareholders generally concerning material developments in the business of any Loan Party.


 


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10.1.5 Notice of Default, Litigation and ERISA Matters. Promptly upon any Executive
Officer becoming aware of any of the following, written notice describing the same and the steps
being taken by the Company or the Subsidiary affected thereby with respect thereto:




(a) the occurrence of an Event of Default or an Unmatured Event of Default;



(b) any litigation, arbitration or governmental investigation or proceeding not previously
disclosed by the Company to the Banks which has been instituted or, to the knowledge of the
Company, is threatened in writing against the Company or any Subsidiary or to which any of the
properties of any thereof is subject which could reasonably be expected to have a Material Adverse
Effect;



(c) the institution of any steps by any member of the Controlled Group or any other Person to
terminate any Pension Plan other than a “standard termination” in accordance with Section 4041(b)
of ERISA, or the failure of any member of the Controlled Group to make a required contribution to
any Pension Plan (if such failure is sufficient to give rise to a lien under Section 303(k) of
ERISA) or to any Multiemployer Pension Plan (in each case if such failure could reasonably be
expected to have a Material Adverse Effect), or the taking of any action with respect to a Pension
Plan which could reasonably be expected to result in the requirement that the Company furnish a
bond or other security to the PBGC or such Pension Plan, or the occurrence of any event with
respect to any Pension Plan or Multiemployer Pension Plan which could reasonably be expected to
have a Material Adverse Effect, or any notice that any Multiemployer Pension Plan is in
reorganization, that material increased contributions may be required to avoid a reduction in plan
benefits or the imposition of an excise tax, that any such plan is or has been funded at a rate
less materially than that required under Section 412 of the Code, that any such plan is or may be
involuntarily terminated, or that any such plan is or may become insolvent;




(d) any Loan Party becomes an entity deemed to hold Plan Assets; and



(e) any other event (including any violation of any Environmental Law or the assertion of any
Environmental Claim) which could reasonably be expected to have a Material Adverse Effect.


 


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10.1.6 Other Information. From time to time such other information concerning the
Company and its Subsidiaries (including financial and management reports submitted to the Company
by independent auditors in connection with each annual or interim audit made by such auditors of
the books of the Company) as the Administrative Agent or any Bank through the Administrative Agent
may reasonably request.



Documents required to be delivered pursuant to Section 10.1.1, 10.1.2 or
10.1.4 (to the extent any such documents are included in materials otherwise filed with the
SEC) may be delivered electronically and, if so delivered, shall be deemed to have been delivered
on the date (i) on which the Company posts such documents, or provides a link thereto, on the
Company’s website
on the Internet at the website address listed on Schedule 14.3; or (ii) on which such
documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which
each Bank and the Administrative Agent have access (whether a commercial, third-party website or
whether sponsored by the Administrative Agent); provided that the Company shall notify
(which may be by facsimile or electronic mail) the Administrative Agent (which shall notify each
Bank) of the posting of any such document and, promptly upon request by the Administrative Agent,
provide to the Administrative Agent by electronic mail an electronic version (i.e., a soft copy) of
any such document specifically requested by the Administrative Agent. The Administrative Agent
shall have no obligation to request the delivery or to maintain copies of the documents referred to
above, and in any event shall have no responsibility to monitor compliance by the Company with any
such request for delivery, and each Bank shall be solely responsible for requesting delivery to it
or maintaining its copies of such documents.



The Company hereby acknowledges that (a) the Lead Arrangers and/or JPMorgan will make available to
the Banks and the Issuing Banks materials and/or information provided by or on behalf of the
Company hereunder (collectively, “Borrower Materials”) to Banks and potential Banks by
posting the Borrower Materials on IntraLinks or another similar electronic system (the
“Platform”) and (b) certain of the Banks or potential Banks may be “public-side” Banks
(i.e., Banks that do not wish to receive material non-public information with respect to the
Company or its securities) (each, a “Public Bank”). The Company hereby agrees that it will
use commercially reasonable efforts to identify that portion of the Borrower Materials that may be
distributed to the Public Banks and that (w) all Borrower Materials that are made available to
Public Banks shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean
that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower
Materials “PUBLIC,” the Company shall be deemed to have authorized the Lead Arrangers, JPMorgan,
the Banks and the proposed Banks to treat such Borrower Materials as not containing any material
non-public information with respect to the Company or its securities for purposes of United States
Federal and state securities laws, it being understood that certain of such Borrower Materials may
be subject to the confidentiality requirements of Section 14.14; (y) all Borrower Materials
marked “PUBLIC” are permitted to be made available through a portion of the Platform designated
“Public Investor;” and (z) the Lead Arrangers and JPMorgan shall treat any Borrower Materials that
are not marked “PUBLIC” as being suitable only for posting on, and shall only post such Borrower
Materials on, the portion of the Platform not designated “Public Investor.” Notwithstanding the
foregoing, the Company shall be under no obligation to mark any Borrower Materials “PUBLIC”.



10.2 Books, Records and Inspections. (a) Keep, and cause each Subsidiary to keep, its
books and records in accordance with sound business practices sufficient to allow the preparation
of financial statements in accordance with GAAP; (b) permit, and cause each Significant Subsidiary
to permit, the Administrative Agent (which may be accompanied by any Bank) or any representative
thereof upon reasonable prior notice to inspect the properties and operations of the Company and of
such Significant Subsidiary; and (c) permit, and cause each Significant Subsidiary to permit, at
any reasonable time during normal business hours and with reasonable notice (or at any time without
notice if an Event of Default exists), the Administrative Agent (which may be accompanied by any
Bank) or any representative thereof to visit any or all of its offices, to discuss its financial
matters with its officers and its independent auditors (and the Company hereby authorizes such
independent auditors to discuss such financial matters with the
Administrative Agent (which may be accompanied by any Bank) or any representative thereof,
provided that the Company shall have the right to be present at any such discussions so
long as no Event of Default exists), to examine (and photocopy extracts from) any of its books or
other financial or operating records, provided that, unless an Event of Default exists, the
costs and expenses associated with any visit or inspection made pursuant to clause (b) or
(c) shall be for the account of the Administrative Agent (or, if acting upon the request of
or accompanied by any Bank, such Bank).


 


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10.3 Insurance. Maintain, and cause each Significant Subsidiary to maintain, with
responsible insurance companies, such insurance as may be required by any law or governmental
regulation or court decree or order applicable to it and such other insurance, to such extent and
against such hazards and liabilities, as is customarily maintained by companies similarly situated;
and, upon request of the Administrative Agent or any Bank through the Administrative Agent, furnish
to the Administrative Agent or the Administrative Agent for delivery to such Bank a certificate
setting forth in reasonable detail the nature and extent of all insurance maintained by the Company
and its Significant Subsidiaries; provided that self insurance of risks and in amounts
customary in the industry of the Company and its Significant Subsidiaries shall be permitted.



10.4 Compliance with Laws; Payment of Taxes. (a) Comply, and cause each Subsidiary to
comply, with all applicable laws (including Environmental Laws and ERISA), rules, regulations,
decrees, orders, judgments, licenses and permits, except to the extent the failure to comply
therewith, either individually or in the aggregate with all other such failures, could not
reasonably be expected to have a Material Adverse Effect; and (b) pay, and cause each Subsidiary to
pay, prior to delinquency, all Federal taxes and all other material taxes and governmental charges
against it or any of its property; provided that the foregoing shall not require the
Company or any Subsidiary to pay any such tax or charge so long as it shall contest the validity
thereof in good faith by appropriate action and shall set aside on its books adequate reserves with
respect thereto.



10.5 Maintenance of Existence, etc. Maintain and preserve, and (subject to
Section 10.9) cause each Significant Subsidiary to maintain and preserve, (a) its existence
and good standing (or equivalent status) in the jurisdiction of its incorporation and (b) its
qualification and good standing (or equivalent status) as a foreign corporation in each
jurisdiction where the nature of its business makes such qualification necessary (except in those
instances in which the failure to be qualified or in good standing (or equivalent status) could not
reasonably be expected to have a Material Adverse Effect).




10.6 Financial Covenants.



10.6.1 Funded Debt to EBITDA Ratio. Not permit the Funded Debt to EBITDA Ratio as of
the last day of any Computation Period to exceed 3.75 to 1.0.



10.6.2 Interest Coverage Ratio. Not permit the Interest Coverage Ratio as of the last
day of any Computation Period to be less than 3.00 to 1.0.


 


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10.7 Limitations on Debt. Not, and not permit any Significant Subsidiary to, create,
incur, assume or suffer to exist any Debt, except:



(a) Debt arising under the Loan Documents;



(b) Debt incurred to finance the acquisition, construction or improvement of any fixed or
capital asset (including (i) obligations under Capital Leases and (ii) Debt assumed in connection
with the acquisition of any such asset or secured by a Lien on such asset prior to the acquisition
thereof (and not incurred in contemplation of such acquisition); provided that (x) such
Debt is incurred prior to or substantially concurrently with such acquisition or not later than 45
days following the completion of such construction or improvement, as the case may be, (y) such
Debt does not exceed the cost of such asset as of the date of such acquisition or completion of
construction thereof or of such improvement on the date of completion thereof, as the case may be,
and (z) the aggregate outstanding principal amount of all Debt described in this clause (b)
does not at the time of incurrence of any such Debt exceed the greater of (A) $80,000,000 and (B)
10% of the consolidated tangible assets of the Company and its Subsidiaries;




(c) Debt secured by Liens permitted by Section 10.8(c), (f) or (k);



(d) Debt (or any undrawn commitment therefor) existing on the Effective Date and listed in
Schedule 10.7;



(e) refinancings, extensions or renewals of any of the foregoing Debt to the extent the
principal amount thereof is not increased (including extensions, renewals or replacements of
guarantees in respect of such Debt as so refinanced, extended or renewed) and so long as the
material terms applicable to such refinanced Debt are no less favorable to the Company or the
applicable Significant Subsidiary, taken as a whole, than the material terms in effect immediately
prior to such refinancing;




(f) Subordinated Debt;



(g) Hedging Obligations incurred in the ordinary course of business for bona fide hedging
purposes and not for speculation and Debt in respect of overdraft facilities, employee credit card
programs, netting services, automatic clearing house arrangements and other cash management and
similar arrangements, in each case in the ordinary course of business;



(h) Debt of a Person acquired in connection with a Permitted Acquisition that was not incurred
in contemplation thereof;



(i) Debt of the Company or a Significant Subsidiary as an account party in respect of trade
and standby letters of credit;



(j) Debt arising under surety, custom and similar bonds in the ordinary course of business
consistent with past practice;



(k) other unsecured Debt of Domestic Subsidiaries that are Significant Subsidiaries;
provided that the aggregate amount of all such Debt shall not at the time of incurrence
thereof exceed an amount equivalent to 5% of the consolidated assets of the Company and its
Subsidiaries as of the last day of the Fiscal Quarter most recently ended for which financial
statements have been delivered pursuant to Section 10.1.1 or 10.1.2;


 


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(l) Securitization Obligations in an aggregate outstanding amount not exceeding at the time of
incurrence of any such Securitization Obligations the greater of (i) $150,000,000 and (ii) 12% of
the consolidated assets of the Company and its Subsidiaries as of the last day of the Fiscal
Quarter most recently ended for which financial statements have been delivered pursuant to
Section 10.1.1 or 10.1.2;



(m) Debt under the Existing Credit Agreement, so long such Debt is repaid concurrently with
the making of the initial Credit Extensions hereunder;



(n) Debt arising under any Note Purchase Agreement, any Senior Note, any Additional
Obligations Agreement (as defined in the Intercreditor Agreement) and, subject to Section
10.16, any guaranty of the foregoing;



(o) Suretyship Liabilities of the Company with respect to Debt of any Significant Subsidiary
permitted hereunder; and



(p) other unsecured Debt of the Company and Foreign Subsidiaries that are Significant
Subsidiaries; provided that, at the time of incurrence of Debt described in clause
(n) and this clause (p) after the Effective Date, the Company is in pro forma
compliance with the covenants set forth in Section 10.6.



10.8 Liens. Not, and not permit any Significant Subsidiary to, create or permit to
exist any Lien on any of its real or personal properties, assets or rights of whatsoever nature
(whether now owned or hereafter acquired), except:



(a) Liens for taxes or other governmental charges not at the time delinquent for more than 90
days or thereafter payable without penalty or being contested in good faith by appropriate action
and, in each case, for which it maintains adequate reserves, provided that no notice of
lien has been filed or recorded under the Code;



(b) Liens arising in the ordinary course of business (such as (i) Liens of carriers,
warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens
incurred in connection with worker’s compensation, unemployment compensation and other types of
social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids,
performance bonds and similar obligations) for sums not overdue or being contested in good faith by
appropriate action and not involving borrowed money, and, in each case, for which it maintains
adequate reserves;



(c) Liens identified in Schedule 10.8 and any refinancing, renewal, extension or
replacement of any such Lien (to the extent the aggregate principal amount of the Debt or other
obligation secured thereby is not increased and so long as the scope of the property subject to
such Lien is not increased);



(d) attachments, appeal bonds, judgments and other similar Liens arising in connection with
court proceedings, for an aggregate amount not at any time exceeding the greater of (i) $50,000,000
and (ii) 5% of the consolidated tangible assets of the Company and its Subsidiaries,
provided the execution or other enforcement of such Liens is effectively stayed and the
claims secured thereby are being actively contested in good faith and by appropriate action;


 


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(e) leases or subleases or licenses or sublicenses granted to others in the ordinary course of
business, easements, rights of way, restrictions, minor defects or irregularities in title and
other similar Liens not interfering in any material respect with the ordinary conduct of the
business of the Company or any Significant Subsidiary;



(f) Liens on property of a Person immediately prior to its being consolidated with or merged
into the Company or a Significant Subsidiary or otherwise becoming a Significant Subsidiary and
Liens on assets existing at the time of acquisition (by merger or otherwise) of such property by
the Company or a Significant Subsidiary, in each case not created in contemplation thereof,
provided that such Liens do not extend to or cover additional types of assets, and, in each
case, any refinancing, renewal, extension or replacement of any such Lien (to the extent the
aggregate principal amount of the Debt or other obligation secured thereby is not increased and so
long as the scope of the property subject to such Lien is not increased);



(g) Liens securing Debt permitted by Section 10.7(b) or any refinancing, renewal,
extension or replacement thereof (to the extent the aggregate principal amount of such Debt is not
increased); provided that such Lien attaches solely to the property so acquired,
constructed or improved in such transaction (provided that individual financings under
Section 10.7(b) provided by one Person (or an Affiliate thereof) may be
cross-collateralized to other financings provided by such Person and its Affiliates that are
permitted by Section 10.7(b));



(h) Liens arising solely by virtue of any statutory or common law provision relating to
banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other
funds maintained with a creditor depository institution and/or Liens arising in the ordinary course
of business with respect to deposit accounts relating to intercompany cash pooling, interest
set-off and/or sweeping arrangements; provided that (i) such deposit account is not a
dedicated cash collateral account and is not subject to restrictions against access by the Company
or the applicable Significant Subsidiary in excess of those set forth by regulations promulgated by
the FRB and (ii) such deposit account is not intended by the Company or any Subsidiary to provide
collateral to such depository institution;




(i) Liens securing Securitization Obligations;




(j) Liens arising under any Loan Document; and



(k) any other Lien securing obligations at the time of incurrence of any such obligations in
an aggregate outstanding amount not exceeding the greater of (i) $50,000,000 and (ii) 5% of the
consolidated tangible assets of the Company and its Subsidiaries; provided that no Lien
permitted under this clause (k) may secure any obligations under any Note Purchase
Agreement or Additional Obligations Agreement (as defined in the Intercreditor Agreement).



Any Lien permitted above on any property may extend to the identifiable proceeds of such property.


 


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10.9 Mergers, Consolidations, Sales. Not, and not permit any other Loan Party to, be
a party to any merger or consolidation, make any Acquisition, purchase or otherwise acquire any
partnership or joint venture interest in any other Person (other than a Person that is, or becomes
as the result of purchase or acquisition, a Subsidiary), or sell, transfer, convey or lease all or
any
substantial part of its assets, or sell or assign with or without recourse any receivables, except
for:



(a) any such merger or consolidation, sale, transfer, conveyance, lease or assignment (i) of
or by any Subsidiary Guarantor into, with or to the Company or another Subsidiary Guarantor or (ii)
of or by any wholly-owned Subsidiary into the Company or any other Loan Party or into, with or to
any other wholly-owned Subsidiary;



(b) any such purchase or other acquisition by any Loan Party of the assets or stock of any
wholly-owned Subsidiary;




(c) Permitted Acquisitions;



(d) dispositions of accounts receivable, lease receivables, other financial assets and other
rights and related assets pursuant to a Permitted Securitization;



(e) dispositions of inventory and worn-out, obsolete or surplus equipment in the ordinary
course of business and cash, cash equivalents and marketable securities in the ordinary course of
business;



(f) dispositions of accounts receivable with extended terms and dispositions of defaulted
accounts receivable without credit recourse in transactions that do not constitute securitizations,
in each case in the ordinary course of business consistent with past practice of the Company and
its Significant Subsidiaries;



(g) sales and dispositions of assets (including stock of Subsidiaries) purchased in connection
with (and as a direct result of) a Permitted Acquisition;



(h) purchases and other acquisitions of such partnership and joint venture interests so long
as the aggregate amount of investments (net of any cash returns thereon) in such partnerships and
joint ventures (excluding any such investment existing or committed for on the Effective Date and
listed on Schedule 10.9) does not, on the date any such investment is made, exceed 20% of
the consolidated tangible assets of the Company and its Subsidiaries; and



(i) other sales and dispositions of assets (including the stock of Subsidiaries) made for fair
market value so long as (i) no Event of Default or Unmatured Event of Default exists or would exist
immediately after giving effect thereto; and (ii) the Net Cash Proceeds of all such sales and
dispositions (excluding Net Cash Proceeds that are applied within 180 days after receipt thereof
(or with respect to which the Company has entered into binding commitments within 180 days after
receipt thereof to apply such Net Cash Proceeds (but only to the extent such Net Cash Proceeds are
applied within 270 days after receipt thereof pursuant to such commitments)) to purchase
revenue-producing assets used in the business of the Company and its Subsidiaries or to consummate
Permitted Acquisitions) in any Fiscal Year do not exceed the greater of (x) $50,000,000 and (y) 15%
of the consolidated tangible assets of the Company and its Subsidiaries.


 


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For the avoidance of doubt, the granting of a Lien to secure the repayment of Debt or other
obligations shall not, in and of itself, constitute a conveyance or transfer of assets pursuant to
this Section 10.9.



10.10 Use of Proceeds. Use the proceeds of the Loans solely (i) to refinance the
Existing Credit Agreement in full, (ii) to finance Permitted Acquisitions and (iii) for capital
expenditures, working capital and other general corporate purposes, and not use the proceeds of the
Loans, directly or indirectly, to purchase or carry Margin Stock.



10.11 Further Assurances. Take, execute and deliver, and cause each applicable
Subsidiary to take, execute and deliver, any and all such further acts and agreements as the
Administrative Agent or the Required Banks may reasonably request from time to time in order to
ensure that (a) the obligations of each Subsidiary Borrower hereunder and under the other Loan
Documents are guaranteed (i) pursuant to Section 15 by the Company and (ii) if such
Subsidiary Borrower is a Foreign Subsidiary, by each Foreign Subsidiary that is a Significant
Subsidiary (except to the extent (x) such guaranty by such Foreign Subsidiary would result in
adverse tax consequences (other than insignificant adverse tax consequences) to the Company or (y)
such Foreign Subsidiary would not be able to issue such guaranty under applicable law without undue
expense or other adverse consequences (other than insignificant adverse consequences)) and (b) the
obligations of the Company hereunder and under the other Loan Documents are guaranteed by each
Subsidiary (except to the extent that that the failure of any Subsidiary to so guaranty the
obligations of the Company would not result in a breach of Section 10.16); and deliver, or
cause the applicable Subsidiary Guarantor to deliver, to the Administrative Agent such documents as
the Administrative Agent (or the Required Banks acting through the Administrative Agent) may
reasonably request (including opinions of counsel) to confirm that (i) the guarantee of the Company
pursuant to Section 15 is the legal, valid and binding obligation of the Company and (ii)
the Subsidiary Guaranty is the legal, valid and binding obligation of each Subsidiary Guarantor.



10.12 Transactions with Affiliates. Not, and not permit any other Loan Party to,
enter into, or cause, suffer or permit to exist any transaction, arrangement or contract with any
of its other Affiliates (other than another Loan Party) which is on terms, taken as a whole, which
are less favorable than are obtainable from any Person which is not one of its Affiliates under
comparable circumstances, provided that this Section 10.12 shall not prohibit:



(a) capital contributions and distributions with respect to the equity interests of the
Company or such Loan Party in the ordinary course of business or any other capital contribution to
the Company;



(b) any employment or severance agreement and any amendment thereto entered into by the
Company or any other Loan Party in the ordinary course of business;




(c) the payment of reasonable directors’ fees and benefits;



(d) the provision of officers’ and directors’ indemnification and insurance in the ordinary
course of business to the extent permitted by applicable law;


 


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(e) non-interest bearing (or below-market interest-bearing) intercompany loans or other advances in
the ordinary course of business and consistent with past practice;



(f) the payment of employee salaries, bonuses and employee benefits in the ordinary course of
business;



(g) sales or leases of goods to Affiliates in the ordinary course of business for less than
fair market value, but for not less than cost; or



(h) any transaction permitted under Section 10.7 (provided that no Loan Party
may forgive Debt owing to it by an Affiliate that is not a Loan Party) or 10.9.



10.13 Employee Benefit Plans. Maintain, and cause each Subsidiary to maintain, each
Pension Plan in compliance with all applicable requirements of law and regulations, except to the
extent non-compliance could not reasonably be expected to have a Material Adverse Effect.



10.14 Environmental Laws. Conduct, and cause each Subsidiary to conduct, its
operations and keep and maintain its property in compliance with all Environmental Laws, except to
the extent non-compliance could not reasonably be expected to have a Material Adverse Effect.



10.15 Business Activities. Not, and not permit any Significant Subsidiary to, engage
in any line of business other than the same or similar lines of business engaged in by the Company
and its Significant Subsidiaries as of the date hereof and reasonable extensions thereof.



10.16 Non-Guarantor Domestic Subsidiaries. Not later than (a) the date that is not
more than five Business Days after an Acquisition involving aggregate consideration in excess of
$150,000,000 (a “Major Acquisition”) and (b) the date that is 45 days after the end of each
Fiscal Quarter during which the Company (directly or indirectly) creates, an existing subsidiary
becomes, or the Company acquires (pursuant to a transaction (or series of related transactions)
that does not constitute a Major Acquisition), a Domestic Subsidiary, take all steps necessary to
ensure that Domestic Subsidiaries (other than Excluded Subsidiaries) that, together with the
Company, account for (i) not less than 85% of the total assets of the Company and its Subsidiaries
(other than Excluded Subsidiaries) as of the date of determination and (ii) not less than 85% of
the total revenues of the Company and its Subsidiaries (other than Excluded Subsidiaries) for the
12-month period ending on the last day of the calendar quarter ended immediately prior to the date
of determination (in each case excluding assets and revenues of any Subsidiary or business unit
that has been divested or liquidated on or prior to any date of determination and after giving
effect to the elimination of intercompany items) for which financial statements have been delivered
pursuant to Section 10.1.1 or 10.1.2, are parties to the Subsidiary Guaranty (the
thresholds in the foregoing clauses (i) and (ii), together, the “Minimum
Guarantor Threshold”); provided that no default shall occur under this Section
10.16 if, notwithstanding the Minimum Guarantor Threshold, all Domestic Subsidiaries (other
than Excluded Subsidiaries) as of such date of determination are parties to the Subsidiary
Guaranty. Without limiting the foregoing, the Company will cause any Subsidiary that guarantees,
or that is required by the terms of any Note Purchase Agreement or any Senior Note to guarantee,
Debt in respect of any Note Purchase Agreement and/or any Senior Note to be a party to the
Subsidiary Guaranty; provided that the provisions of this



 


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Section 10.16 shall cease
to be effective (and thereafter no Subsidiary shall be obligated to guarantee the Company’s obligations hereunder) on
the first date after the date hereof on which the Company achieves a corporate or similar rating of
BBB+ or better by S&P and Baa1 or better by Moody’s and has confirmed the same in writing
to the Administrative Agent so long as prior to or concurrently with such release, the
holders of the Senior Notes release such Subsidiaries as guarantors under the applicable Note
Purchase Agreements; provided that if the Company shall subsequently have no corporate
family rating or shall have corporate family ratings of (A) BBB or lower from S&P or (B) Baa2 or
lower from Moody’s, then, promptly (but no later than five Business Days) after such corporate or
similar rating is publicly released by such rating agencies, or if the Company shall otherwise
elect to do so, the Company shall (1) cause the obligations hereunder to be guaranteed by Domestic
Subsidiaries sufficient to satisfy the Minimum Guarantor Threshold; provided that no
default shall occur under this Section 10.16 if, notwithstanding the Minimum Guarantor
Threshold, all Domestic Subsidiaries (other than Excluded Subsidiaries) guaranty the obligations
and (2) provide to the Banks customary legal opinions in connection therewith.



10.17 Intercreditor Agreement. Not permit any Subsidiary to have any bank credit
facility or other Designated Debt agreement or instrument (a “Designated Debt Agreement”)
(or any Suretyship Liability with respect to any Designated Debt Agreement of the Company or any
other Subsidiary Guarantor) that could permit unsecured Designated Debt to be outstanding
thereunder in an aggregate principal amount in excess of 10% of consolidated total assets of the
Company and its Subsidiaries as of the end of the most recent Fiscal Quarter as to which the
Company has delivered financial statements pursuant to Section 10.1 at the time the
applicable Designated Debt Agreement becomes effective (the “Threshold Debt Amount”),
unless each provider of such Designated Debt (and each beneficiary of any such Suretyship Liability
and each such Subsidiary if it is not already a party to the Intercreditor Agreement), becomes a
party to the Intercreditor Agreement, in accordance with the terms thereof. The following
Designated Debt shall be excluded from the Threshold Debt Amount: (a) Designated Debt outstanding
under overdraft lines of credit incurred in the ordinary course of business, (b) Designated Debt of
Subsidiaries listed on Schedule 10.7 and any renewals, extensions or replacements of such
Debt to the extent that the principal amount thereof is not increased, (c) secured Designated Debt
of Subsidiaries, including Securitization Obligations, and (d) Designated Debt of Subsidiaries as
to which the providers of such Designated Debt (and beneficiaries of any related Suretyship
Liability) are parties to the Intercreditor Agreement.




SECTION 11. EFFECTIVENESS; CONDITIONS OF LENDING, ETC.



11.1 Effectiveness. This Agreement shall become effective on the date (the
“Effective Date”), which shall not occur later than July 1, 2011, on which (a) each of the
conditions precedent specified in Section 11.2 shall have been satisfied and (b) the
Administrative Agent shall have received (i) all amounts which are then due and payable pursuant to
Section 5 and (to the extent billed) Section 14.5; and (ii) all of the following,
each duly executed and dated the Effective Date (or such earlier date as shall be satisfactory to
the Administrative Agent), each in form and substance satisfactory to the Administrative Agent, and
each (except for the Notes, of which only the originals shall be signed, and the financial
projections) in sufficient number of signed counterparts to provide one for each Bank:



11.1.1 Notes. The Notes.


 


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11.1.2 Resolutions. Certified copies of resolutions of the Board of Directors of the
Company authorizing or ratifying the execution, delivery and performance by the Company of this
Agreement, the Notes and the L/C Applications; and certified copies of resolutions of the Board of
Directors of each other Loan Party authorizing or ratifying the execution, delivery and performance
by such Loan Party of each Loan document to which it is a party.



11.1.3 Consents, etc. Certified copies of all documents evidencing any necessary
corporate action, consents and governmental approvals (if any) required for the execution, delivery
and performance by the Company and each Subsidiary Guarantor of the documents referred to in this
Section 11.



11.1.4 Incumbency and Signature Certificates. A certificate of the Secretary or an
Assistant Secretary of the Company and each other Loan Party as of the Effective Date certifying
the names of the officer or officers of such entity authorized to sign the Loan Documents to which
such entity is a party, together with a sample of the true signature of each such officer (it being
understood that the Administrative Agent and each Bank may conclusively rely on each such
certificate until formally advised by a like certificate of any changes therein).



11.1.5 Subsidiary Guaranty. The Subsidiary Guaranty executed by each Subsidiary which
is to be a Subsidiary Guarantor as of the Effective Date.



11.1.6 Opinion of Counsel for the Loan Parties. The opinions of (a) Peter C.
Underwood, inside counsel to the Loan Parties and (b) Foley & Lardner LLP, special Illinois counsel
to the Loan Parties.



11.1.7 Projections. Pro forma financial projections for the Company and its
Subsidiaries through Fiscal Year 2015.



11.1.8 Intercreditor Agreement. Evidence that the Company has designated this
Agreement as an “Additional Obligations Agreement” under and as defined in, and in accordance with,
the Intercreditor Agreement.



11.1.9 Debt to be Repaid. Evidence reasonably satisfactory to the Administrative
Agent that all outstanding loans and other obligations owing by the Company or any of its
Subsidiaries in respect of the Existing Credit Agreement on or prior to the Effective Date (other
than obligations with respect to Existing Letters of Credit) have been (or concurrently with the
effectiveness hereof will be) paid in full and all commitments thereunder have been (or
concurrently with the effectiveness hereof will be) terminated. Any Bank hereunder which is also a
“Bank” under the Existing Credit Agreement hereby waives any requirement of notice by the
“Borrowers” under the Existing Credit Agreement prior to the reduction of the commitments
thereunder, termination thereof and/or repayment of outstanding loans and other obligations
thereunder.



11.1.10 Other. Such other documents as the Administrative Agent or any Bank may
reasonably request.


 


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11.2 Conditions to All Credit Extensions of Credit. The making of each Credit Extension is
subject to the condition that the Effective Date shall have occurred and to the further conditions
precedent that, both before and after giving effect to such Credit Extension:



(a) the representations and warranties of the Company set forth in this Agreement (excluding
Section 9.5, Section 9.6 and Section 9.8) shall be true and correct in all
material respects with the same effect as if then made (except to the extent stated to relate to an
earlier date, in which case such representations and warranties shall be true and correct in all
material respects as of such earlier date); and



(b) no Event of Default or Unmatured Event of Default shall have then occurred and be
continuing.



11.3 Confirmatory Certificate. If requested by the Administrative Agent or any Bank
(acting through the Administrative Agent), the Administrative Agent shall have received (in
sufficient counterparts to provide one to each Bank) a certificate dated the date of such requested
Credit Extension and signed by a duly authorized representative of the Company as to the matters
set forth in Section 11.2 (it being understood that each request by the Company for a
Credit Extension shall be deemed to constitute a warranty by the Company that the conditions
precedent set forth in Section 11.2 will be satisfied at the time of the making of such
Credit Extension), together with such other documents as the Administrative Agent or any Bank
(acting through the Administrative Agent) may reasonably request in support thereof.



11.4 Initial Loans to a Subsidiary Borrower. The Banks shall not be required to make
Revolving Loans to any Subsidiary Borrower unless (a) the conditions precedent set forth in
Sections 11.1 and 11.2 have been satisfied and (b) such Subsidiary Borrower has
furnished to the Administrative Agent with sufficient copies for the Banks:



(i) copies of the resolutions of the board of directors (or similar governing body) of such
Subsidiary Borrower authorizing the transactions contemplated hereby, certified as of the date of
the effectiveness of the applicable Subsidiary Borrower Supplement by the Secretary or an Assistant
Secretary or similar officer of such Subsidiary Borrower;



(ii) a certificate of the Secretary or Assistant Secretary or similar officer of such
Subsidiary Borrower certifying the names and true signatures of the officers of such Subsidiary
Borrower authorized to execute, deliver and perform, as applicable, this Agreement, and all other
Loan Documents to be delivered by it hereunder;



(iii) the articles or certificate of incorporation (or similar charter document) and the
bylaws (or similar governing documents) of such Subsidiary Borrower as in effect on the date of the
effectiveness of the applicable Subsidiary Borrower Supplement, certified by the Secretary or
Assistant Secretary (or the general partner, member or manager, if applicable) of such Subsidiary
Borrower as of the date of the effectiveness of the applicable Subsidiary Borrower Supplement;



(iv) a good standing certificate or certificate of status for such Subsidiary Borrower from
the Secretary of State (or similar, applicable Governmental Authority) of its jurisdiction of
formation;


 


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(v) a written opinion of counsel to such Subsidiary Borrower, addressed to the Administrative Agent
and the Banks and in substance reasonably acceptable to the Administrative Agent;



(vi) a Note of such Subsidiary Borrower for each Bank that has requested a Note pursuant to
Section 3.1; and



(vii) such other approvals, opinions, documents or materials as the Administrative Agent or
any Bank may reasonably request.




SECTION 12. EVENTS OF DEFAULT AND THEIR EFFECT.



12.1 Events of Default. Each of the following shall constitute an Event of Default
under this Agreement:



12.1.1 Non-Payment of the Loans, etc. Default in the payment when due of the
principal of any Loan or any reimbursement obligation with respect to any Letter of Credit; or
default, and continuance thereof for five days, in the payment when due of any interest, fee or
other amount payable by the Company hereunder or under any other Loan Document.



12.1.2 Non-Payment of Other Debt, etc. (a) Any default shall occur under the terms
applicable to any Debt of the Company or any other Loan Party (other than Debt hereunder) in an
aggregate principal amount (for all such Debt so affected) exceeding $50,000,000 and such default
shall (i) consist of the failure to pay such Debt when due (subject to any applicable grace
period), whether by acceleration or otherwise, or (ii) accelerate the maturity of such Debt or
permit the holder or holders thereof, or any trustee or agent for such holder or holders, to cause
such Debt to become due and payable prior to its expressed maturity; or (b) any event shall occur
with respect to any Securitization Obligations that results in, or permits the holder or holders of
such obligations, or any trustee or agent for such holder or holders, to require the replacement or
resignation of the servicer with respect thereto and the appointment of a new servicer other than
the Company or any Subsidiary.



12.1.3 Bankruptcy, Insolvency, etc. The Company or any other Loan Party becomes
insolvent or generally fails to pay, or admits in writing its general inability or refusal to pay,
debts as they become due; or the Company or any other Loan Party applies for, consents to, or
acquiesces in the appointment of a trustee, receiver or other custodian for the Company or any
other Loan Party or any substantial part of the property thereof, or makes a general assignment for
the benefit of creditors; or, in the absence of such application, consent or acquiescence, a
trustee, receiver or other custodian is appointed for the Company or such Loan Party or for any
substantial part of the property thereof and is not discharged within 60 days; or any bankruptcy,
reorganization, debt arrangement, or other case or proceeding under any bankruptcy or insolvency
law, or any dissolution or liquidation proceeding (except the voluntary dissolution, not under any
bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company
or any other Loan Party, and if such case or proceeding is not commenced by the Company or any
other Loan Party, an order for relief is entered therein, or such case or proceeding is consented
to or acquiesced in by the Company or such other Loan Party or remains for 60 days undismissed; or
the Company or any other Loan Party takes any corporate action to authorize, or in furtherance of,
any of the foregoing.


 


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12.1.4 Non-Compliance with Provisions of this Agreement. (a) Failure by the Company to
comply with or to perform any covenant set forth in Sections 10.1.5(a), 10.5
through 10.9, 10.12, 10.16 or 10.17; (b) failure by the Company to
comply with or to perform any covenant set forth in Sections 10.10 or 10.11 and
continuance of such failure for ten days after an Executive Officer obtains actual knowledge; or
(c) failure by the Company to comply with or to perform any other provision of this Agreement (and
not constituting an Event of Default under any of the other provisions of this Section 12)
and continuance of such failure for 30 days after written notice thereof to the Company from the
Administrative Agent or any Bank (acting through the Administrative Agent).



12.1.5 Representations and Warranties. Any representation or warranty made by a
Borrower under any Loan Document is breached or is false or misleading in any material respect, or
any schedule, certificate, financial statement, report, notice or other writing furnished by a
Borrower to the Administrative Agent or any Bank in connection herewith is false or misleading in
any material respect on the date as of which the facts therein set forth are stated or certified.



12.1.6 Pension Plans and Plan Assets. (a) Institution of any steps by the Company or
any other Person to terminate a Pension Plan if as a result of such termination the Company could
reasonably be expected to be required to make a contribution to such Pension Plan, or could
reasonably be expected to incur a liability or obligation to such Pension Plan, in excess of
$50,000,000; (b) a contribution failure occurs with respect to any Pension Plan sufficient to give
rise to a Lien securing a material amount under section 303(k) of ERISA; (c) there shall occur any
withdrawal or partial withdrawal from a Multiemployer Pension Plan and the withdrawal liability
(without unaccrued interest) to Multiemployer Pension Plans as a result of such withdrawal
(including any outstanding withdrawal liability that the Company and the Controlled Group have
incurred on the date of such withdrawal) exceeds $50,000,000; or (d) any Loan Party becomes an
entity deemed to hold Plan Assets.



12.1.7 Judgments. (a) Final judgments which exceed an aggregate of $50,000,000 shall
be rendered against the Company or any Subsidiary or (b) any one or more non-monetary final
judgments shall be rendered against the Company or any Subsidiary that have, or could reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect, in each case shall
not have been paid, discharged or vacated or had execution thereof stayed pending appeal within 30
days after entry or filing of such judgments.



12.1.8
Invalidity of Guaranties. (a) Except as otherwise permitted herein, the
Subsidiary Guaranty shall cease to be in full force and effect, any Subsidiary Guarantor shall fail
(subject to any applicable grace period) to comply with or to perform any applicable provision of
the Subsidiary Guaranty, or the Company or any other Loan Party (or any Person by, through or on
behalf of the Company or any other Loan Party) shall contest in any manner the validity, binding
nature or enforceability of the Subsidiary Guaranty with respect to any Subsidiary Guarantor.



(b) The guaranty of the Company under Section 15 shall cease to be in full force and
effect, the Company shall fail (subject to any applicable grace period) to comply with or to
perform any applicable provision of Section 15, or the Company or any other Loan Party (or
any Person by, through or on behalf of the Company or any other Loan Party) shall contest in
any manner the validity, binding nature or enforceability of the guaranty of the Company under
Section 15.


 


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12.1.9 Change in Control. (a) Any Person or group of Persons (within the meaning of
Section 13 or 14 of the Securities Exchange Act of 1934) shall acquire beneficial ownership (within
the meaning of Rule 13d-3 promulgated under such Act) of 30% or more of the outstanding shares of
common stock of the Company; or (b) during any 12-month period, individuals who at the beginning of
such period constituted the Company’s Board of Directors (together with any new directors whose
election by the Company’s Board of Directors or whose nomination for election by the Company’s
shareholders was approved by a vote of at least two-thirds of the directors who either were
directors at beginning of such period or whose election or nomination was previously so approved)
cease for any reason to constitute a majority of the Board of Directors of the Company.



12.1.10 Invalidity of Intercreditor Agreement. The Intercreditor Agreement ceases to
be a legally valid, binding and enforceable obligation of the Company or any other Loan Party for
any reason whatsoever (other than in accordance with the terms thereof), including a determination
by any Governmental Authority or court to such effect.



12.2 Effect of Event of Default. If any Event of Default described in Section
12.1.3 shall occur with respect to the Company, the Commitments (if they have not theretofore
terminated) shall immediately terminate and the Commitment Amount shall be reduced to zero and the
Loans and all other obligations hereunder shall become immediately due and payable and the Company
shall become immediately obligated to deliver to the Administrative Agent Cash Collateral in an
amount equal to the outstanding Dollar Equivalent face amount of all Letters of Credit, all without
presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur
and be continuing, the Administrative Agent (upon written request of the Required Banks) shall
declare the Commitments (if they have not theretofore terminated) to be terminated and/or declare
all Loans and all other obligations hereunder to be due and payable and/or demand that the Company
immediately deliver to the Administrative Agent Cash Collateral in amount equal to the outstanding
Dollar Equivalent face amount of all Letters of Credit, whereupon the Commitments (if they have not
theretofore terminated) shall immediately terminate and/or all Loans and all other obligations
hereunder shall become immediately due and payable and/or the Company shall immediately become
obligated to deliver to the Administrative Agent Cash Collateral in an amount equal to the Dollar
Equivalent face amount of all Letters of Credit, all without presentment, demand, protest or
notice of any kind. The Administrative Agent shall promptly advise the Company in writing of any
such declaration, but failure to do so shall not impair the effect of such declaration.
Notwithstanding the foregoing, the effect as an Event of Default of any event described in
Section 12.1.1 or Section 12.1.3 may be waived by the written concurrence of all of
the Banks, and the effect as an Event of Default of any other event described in this Section
12 may be waived by the written concurrence of the Required Banks. Any Cash Collateral
delivered hereunder shall be held by the Administrative Agent and applied to obligations arising in
connection with any drawing under a Letter of Credit. After the expiration or termination of all
Letters of Credit, such Cash Collateral shall be applied by the Administrative Agent to any
remaining obligations hereunder and any excess shall be delivered to the Company or as a court of
competent jurisdiction may direct.


 


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SECTION 13. THE ADMINISTRATIVE AGENT.



13.1 Appointment and Authority. Each of the Banks and each Issuing Bank hereby
irrevocably appoints JPMorgan to act on its behalf as the Administrative Agent hereunder and under
the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf
and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or
thereof, together with such actions and powers as are reasonably incidental thereto. The
provisions of this Article are solely for the benefit of the Administrative Agent, the Banks and
the Issuing Banks, and neither the Company nor any other Loan Party shall have rights as a third
party beneficiary of any of such provisions.



13.2 Delegation of Duties. The Administrative Agent may perform any and all of its
duties and exercise its rights and powers hereunder or under any other Loan Document 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 of its duties and exercise its rights and powers by or
through their respective Related Parties. The exculpatory provisions of this Article 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.



13.3 Liability of Administrative Agent. The Administrative Agent shall not have any
duties or obligations except those expressly set forth herein and in the other Loan Documents.
Without limiting the generality of the foregoing, the Administrative Agent:



(a) shall not be subject to any fiduciary or other implied duties, regardless of whether an
Event of Default or Unmatured Event of Default has occurred and is continuing;



(b) shall not have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan
Documents that the Administrative Agent is required to exercise as directed in writing by the
Required Banks (or such other number or percentage of the Banks as shall be expressly provided for
herein or in the other Loan Documents), provided that the Administrative Agent shall not be
required to take any action that, in its opinion or the opinion of its counsel, may expose the
Administrative Agent to liability or that is contrary to any Loan Document or applicable law,
including for the avoidance of doubt any action that may be in violation of the automatic stay
under any bankruptcy, insolvency or similar law or that may effect a forfeiture, modification or
termination of property of a Defaulting Bank in violation of any bankruptcy, insolvency or similar
law; and



(c) shall not, except as expressly set forth herein and in the other Loan Documents, have any
duty to disclose, and shall not be liable for the failure to disclose, any information relating to
the Company or any of its Affiliates that is communicated to or obtained by the Person serving as
the Administrative Agent or any of its Affiliates in any capacity.


 


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The Administrative Agent shall not be liable for any action taken or not taken by it (i) with
the consent or at the request of the Required Banks (or such other number or percentage of the
Banks as shall be necessary, or as the Administrative Agent shall believe in good faith shall be
necessary, under the circumstances as provided in Sections 12.2 and 14.1) or (ii)
in the
absence of its own gross negligence or willful misconduct. The Administrative Agent shall be
deemed not to have knowledge of any Event of Default or Unmatured Event of Default unless and until
notice describing such Event of Default or Unmatured Event of Default is given to the
Administrative Agent by the Company, a Bank or an Issuing Bank.



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 this Agreement or
any other Loan Document, (ii) the contents of any certificate, report or other document delivered
hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance
of any of the covenants, agreements or other terms or conditions set forth herein or therein or the
occurrence of any Event of Default or Unmatured Event of Default, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any
other agreement, instrument or document, or the creation, perfection or priority of any Lien
purported to be created by the Loan Documents, (v) the value or the sufficiency of any collateral
granted under the Loan Documents, or (vi) the satisfaction of any condition set forth in
Section 11 or elsewhere herein, other than to confirm receipt of items expressly required
to be delivered to the Administrative Agent.



13.4 Reliance by Administrative Agent. (a) 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 (including any electronic message,
Internet or intranet website posting or other distribution) reasonably believed by it to be genuine
and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative
Agent also may rely upon any statement made to it orally or by telephone and reasonably believed by
it to have been made by the proper Person, and shall not incur any liability for relying thereon.
In determining compliance with any condition hereunder to the making of a Loan, or the issuance of
a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Bank or an Issuing
Bank, the Administrative Agent may presume that such condition is satisfactory to such Bank or such
Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such
Bank or such Issuing Bank prior to the making of such Loan or the issuance of such Letter of
Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the
Company), 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.



(b) For purposes of determining compliance with the conditions specified in Section
11.1, each Bank that has executed this Agreement shall be deemed to have consented to, approved
or accepted or to be satisfied with, each document or other matter either sent by the
Administrative Agent to such Bank for consent, approval, acceptance or satisfaction, or required
thereunder to be consented to or approved by or acceptable or satisfactory to a Bank unless the
Administrative Agent shall have received notice from such Bank prior to the proposed Effective Date
specifying its objection thereto.



13.5 Credit Decision. Each Bank and each Issuing Bank acknowledges that it has,
independently and without reliance upon the Administrative Agent or any other Bank or any of their
Related Parties 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 Bank and each
Issuing Bank also acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Bank or any of their Related Parties 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.


 


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13.6 Indemnification. Whether or not the transactions contemplated hereby are
consummated, the Banks shall indemnify upon demand the Agent-Related Persons (to the extent not
reimbursed by or on behalf of the Company or any other Loan Party as required by any Loan Document
and without limiting the obligation of the Company or any other Loan Party to do so), pro rata,
from and against any and all Indemnified Liabilities to the extent that any such unreimbursed
Indemnified Liabilities were incurred by or asserted against the Administrative Agent in its
capacity as such, or against any other Agent-Related Person acting for the Administrative Agent in
connection with such capacity; provided that (a) no Bank shall be liable for any payment to
any Agent-Related Person of any portion of the Indemnified Liabilities to the extent determined in
a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such
Person’s gross negligence or willful misconduct and (b) no action taken in accordance with the
directions of the Required Banks shall be deemed to constitute gross negligence of willful
misconduct for purposes of this Section. Without limitation of the foregoing, each Bank shall
reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket
expenses (including reasonable fees of attorneys for the Administrative Agent) incurred by the
Administrative Agent in connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal proceedings or
otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any
other Loan Document, or any document contemplated by or referred to herein, to the extent that the
Administrative Agent is not reimbursed for such expenses by or on behalf of the Company. The
undertaking in this Section shall survive repayment of the Loans, cancellation of the Notes,
cancellation or expiration of the Letters of Credit and the Commitments, any termination of this
Agreement and the resignation of the Administrative Agent.



13.7 Agent in Individual Capacity. JPMorgan and its Affiliates may make loans to,
issue letters of credit for the account of, accept deposits from, acquire equity interests in and
generally engage in any kind of banking, trust, financial advisory, underwriting or other business
with the Company and its Subsidiaries and Affiliates as though JPMorgan were not the Administrative
Agent, an Issuing Bank and the Swing Line Bank hereunder, and without notice to or consent of the
Banks. The Banks acknowledge that, pursuant to such activities, JPMorgan or its Affiliates may
receive information regarding the Company or its Subsidiaries (including information that may be
subject to confidentiality obligations in favor of the Company or such Subsidiary) and acknowledge
that the Administrative Agent shall not be under any obligation to provide such information to
them. With respect to its Loans, JPMorgan and its Affiliates shall have the same rights and powers
under this Agreement as any other Bank and may exercise such rights and powers as though it were
not the Administrative Agent, an Issuing Bank or the Swing Line Bank, and the terms “Bank” and
“Banks” include JPMorgan and, to the extent applicable, its Affiliates in their individual
capacities.


 


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13.8 Resignation of Administrative Agent. The Administrative Agent may at any time give
notice of its resignation to the Banks, the Issuing Banks and the Company. Upon receipt of any
such notice of resignation, the Required Banks shall have the right, with the consent of the
Company (which consent shall not be unreasonably withheld or delayed and which consent shall not be
required during the existence of an Event of Default), to appoint a successor, which shall be a
bank with an office in the United States, or an Affiliate of any such bank with an office in the
United States. If no such successor shall have been so appointed by the Required Banks and
consented to by the Company (such consent not to be unreasonably withheld or delayed) 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 Banks and the
Issuing Banks, appoint a successor Administrative Agent meeting the qualifications set forth above;
provided that if the Administrative Agent shall notify the Company and the Banks that no qualifying
Person has accepted such appointment, then such resignation shall nonetheless become effective in
accordance with such notice and (a) the retiring Administrative Agent shall be discharged from its
duties and obligations hereunder and under the other Loan Documents (except that in the case of any
collateral security held by the Administrative Agent on behalf of the Banks or the Issuing Banks
under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such
collateral security until such time as a successor Administrative Agent is appointed) and (b) all
payments, communications and determinations provided to be made by, to or through the
Administrative Agent shall instead be made by or to each Bank and each Issuing Bank directly, until
such time as the Required Banks appoint a successor Administrative Agent as provided for above in
this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder,
such successor shall succeed to and become vested with all of the rights, powers, privileges and
duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent
shall be discharged from all of its duties and obligations hereunder or under the other Loan
Documents (if not already discharged therefrom as provided above in this Section). The fees
payable by the Company to a successor Administrative Agent shall be the same as those payable to
its predecessor unless otherwise agreed between the Company and such successor. After the retiring
Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of
this Section 13 and Sections 14.6 and 14.12 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 the retiring
Administrative Agent was acting as Administrative Agent.



Any resignation by JPMorgan as Administrative Agent pursuant to this Section shall also
constitute its resignation as an Issuing Bank and Swing Line Bank. Upon the acceptance of a
successor’s appointment as Administrative Agent hereunder, (i) such successor shall succeed to and
become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank
and Swing Line Bank, (ii) the retiring Issuing Bank and Swing Line Bank shall be discharged from
all of their respective duties and obligations hereunder or under the other Loan Documents, and
(iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of
Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory
to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank
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13.9 Withholding Tax. (a) (i) If any Bank is a “foreign corporation, partnership or
trust” within the meaning of the Code (a “Foreign Bank”) and such Bank claims exemption from, or a
reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code, such Bank agrees with
and in favor of the Administrative Agent and the Company, to deliver to the Administrative Agent
and the Company:




(A) if such Bank claims an exemption from, or a reduction of, withholding tax
under a United States tax treaty, two properly completed and executed copies of IRS
Form W-8BEN before the payment of any interest in the first calendar year and before
the payment of any interest in each third succeeding calendar year during which
interest may be paid under this Agreement;




(B) if such Bank claims that interest paid under this Agreement is exempt from
United States withholding tax because it is effectively connected with a United
States trade or business of such Bank, two properly completed and executed copies of
IRS Form W-8ECI before the payment of any interest is due in the first taxable year
of such Bank and in each succeeding taxable year of such Bank during which interest
may be paid under this Agreement; and




(C) such other form or forms as may be required under the Code or other laws of
the United States as a condition to exemption from, or reduction of, United States
withholding tax.




(ii) Each such Bank agrees to promptly notify the Administrative Agent and the Company
of any change in circumstances which would modify or render invalid any claimed exemption or
reduction.



(b) If any Foreign Bank claims exemption from U.S. federal withholding tax under Section
871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, such Bank agrees
with and in favor of the Administrative Agent and the Company to deliver to the Administrative
Agent and the Company a Form W-8, or any subsequent versions thereof or successors thereto (and, if
such Bank delivers a Form W-8, a certificate representing that such Bank is not a “bank” for
purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of
Section 871(h)(3)(B) of the Code) of the Company and is not a controlled foreign corporation
related to the Company (within the meaning of Section 864(d)(4) of the Code)).



(c) If any Bank claims exemption from, or reduction of, withholding tax under a United States
tax treaty by providing IRS Form W-8BEN and such Bank sells, assigns, grants a participation in, or
otherwise transfers all or part of the obligations of the Borrowers under the Loan Documents owing
to such Bank, such Bank agrees to notify the Administrative Agent of the percentage amount in which
it is no longer the beneficial owner of such obligations. To the extent of such percentage amount,
the Administrative Agent will treat such Bank’s IRS Form W-8BEN as no longer valid.



(d) If any Bank claiming exemption from United States withholding tax by filing IRS Form
W-8ECI with the Administrative Agent sells, assigns, grants a participation in, or otherwise
transfers all or part of the obligations of the Borrowers under the Loan Documents
owing to such Bank, such Bank agrees to undertake sole responsibility for complying with the
withholding tax requirements imposed by Sections 1441 and 1442 of the Code.


 


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(e) If any Bank is entitled to a reduction in the applicable withholding tax, the
Administrative Agent may withhold from any interest payment to such Bank an amount equivalent to
the applicable withholding tax after taking into account such reduction. However, if the forms or
other documentation required by clause (a) of this Section are not delivered to the
Administrative Agent, then the Administrative Agent may withhold from any interest payment to such
Bank not providing such forms or other documentation an amount equivalent to the applicable
withholding tax imposed by Sections 1441 and 1442 of the Code, without reduction.



(f) If the IRS or any other Governmental Authority of the United States or other jurisdiction
asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or
for the account of any Bank (because the appropriate form was not delivered or was not properly
executed, or because such Bank failed to notify the Administrative Agent of a change in
circumstances which rendered the exemption from, or reduction of, withholding tax ineffective, or
for any other reason) such Bank shall indemnify the Administrative Agent fully for all amounts
paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including penalties
and interest, and including any taxes imposed by any jurisdiction on the amounts payable to the
Administrative Agent under this Section, together with all costs and expenses (including reasonable
attorneys’ fees and charges). The obligation of the Banks under this subsection shall survive the
payment of all obligations of the Loan Parties under the Loan Documents and the resignation or
replacement of the Administrative Agent.



13.10 Guaranty Matters. The Administrative Agent shall, and the Banks irrevocably
authorize the Administrative Agent to, upon the written request of the Company, release any
Subsidiary Guarantor from its obligations under the Subsidiary Guaranty if, after giving effect to
such release, the Company is in compliance with Sections 10.11 and 10.16. Upon
request by the Administrative Agent at any time, the Banks will confirm in writing the
Administrative Agent’s authority to release any Subsidiary Guarantor from its obligations under the
Subsidiary Guaranty pursuant to this Section 13.10. In addition to the foregoing, any
Subsidiary Guarantor that ceases to be a Subsidiary as a result of a transaction permitted by this
Agreement shall be automatically released from the Subsidiary Guaranty upon the consummation of
such transaction.



13.11 Administrative Agent May File Proofs of Claim. In case of the pendency of any
receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to the Company or any other Loan Party, the
Administrative Agent (irrespective of whether the principal of any Loan, reimbursement obligation
or other obligation shall then be due and payable as herein expressed or by declaration or
otherwise and irrespective of whether the Administrative Agent shall have made any demand on the
Company) shall be entitled and empowered, by intervention in such proceeding or otherwise



(a) to file and prove a claim for the whole amount of the principal and interest owing and
unpaid in respect of the Loans, reimbursement obligations in respect of Letters of Credit and all
other obligations of the Company and the other Loan Parties under the Loan Documents that are owing
and unpaid and to file such other documents as may be necessary or advisable in order to have the
claims of the Banks and the Administrative Agent (including any
claim for the reasonable compensation, expenses, disbursements and advances of the Banks and the
Administrative Agent and their respective agents and counsel and all other amounts due the Banks
and the Administrative Agent under Sections 5 and 14.6) allowed in such judicial
proceeding; and


 


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(b) to collect and receive any monies or other property payable or deliverable on any such
claims and to distribute the same;



and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Bank to make such payments to the
Administrative Agent and, in the event that the Administrative Agent shall consent to the making of
such payments directly to the Banks, to pay to the Administrative Agent any amount due for the
reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its
agents and counsel, and any other amounts due the Administrative Agent under Sections 5 and
14.6.



Nothing contained herein shall (i) be deemed to authorize the Administrative Agent to
authorize or consent to or accept or adopt on behalf of any Bank any plan of reorganization,
arrangement, adjustment or composition affecting the obligations of the Company and the other Loan
Parties under the Loan Documents or the rights of any Bank or to authorize the Administrative Agent
to vote in respect of the claim of any Bank in any such proceeding or (ii) preclude any Bank from
filing and proving its own claims against the Company, any other Loan Party or any other Person.



13.12 Other Agents. Except as expressly set forth herein, none of the Banks or other
Persons identified on the facing page or signature pages of this Agreement as the “Syndication
Agent” or a “Co-Documentation Agent” shall have any right, power, obligation, liability,
responsibility or duty under this Agreement other than, in the case of such Banks, those applicable
to all Banks as such. Without limiting the foregoing, none of the Banks or other Persons so
identified shall have or be deemed to have any fiduciary relationship with any Bank. Each Bank
acknowledges that it has not relied, and will not rely, on any of the Banks or other Persons so
identified in deciding to enter into this Agreement or in taking or not taking action hereunder.




SECTION 14. GENERAL.



14.1 Waiver; Amendments. No delay on the part of the Administrative Agent or any Bank
in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any
single or partial exercise by any of them of any right, power or remedy preclude other or further
exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification
or waiver of, or consent with respect to, any provision of this Agreement or the Notes shall be
effective unless the same shall be in writing and signed and delivered by the Required Banks, and
then any such amendment, modification, waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given. No amendment, modification, waiver or
consent shall (i) extend or increase the Commitment of any Bank, (ii) extend any scheduled date for
payment of any principal of or interest on any Loan or any fees payable hereunder or (iii) reduce
the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder,




 


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without,
in each case, the consent of each Bank directly affected thereby; and no amendment, modification, waiver or consent shall (w) release the Company
from its obligations under its guarantee set forth in Section 15, (x) release all or
substantially all of the value (determined in a manner consistent with the assets and revenues
tests contained in the first sentence of Section 10.16) of the Subsidiary Guaranty (other
than pursuant to Section 10.16), (y) change any provision of this Section or the definition
of Required Banks or reduce the aggregate Percentage required to effect an amendment, modification,
waiver or consent or (z) change any provision of Section 7.6, without, in each case, the
consent of all Banks. No provisions of Section 13 or other provision of this Agreement
affecting the Administrative Agent in its capacity as such shall be amended, modified or waived
without the consent of the Administrative Agent. No provision of this Agreement relating to the
rights or duties of an Issuing Bank in its capacity as such shall be amended, modified or waived
without the consent of each Issuing Bank. No provision of this Agreement affecting the Swing Line
Bank in its capacity as such shall be amended, modified or waived without the written consent of
the Swing Line Bank. Notwithstanding anything to the contrary in this Agreement, no Defaulting
Bank shall have any right to approve or disapprove any amendment, modification, waiver or consent
hereunder, except that (x) the Commitment of such Defaulting Bank may not be increased or extended
without the consent of such Defaulting Bank and (y) any waiver, amendment or modification requiring
the consent of all Banks or each affected Bank that by its terms directly affects any Defaulting
Bank more adversely (other than as a result of the relative size of its Commitment) than other
affected Banks shall require the consent of such Defaulting Bank.



If any Bank does not consent to a proposed amendment, modification, waiver or consent with
respect to any Loan Document that requires the consent of each Bank and that has been approved by
the Required Banks, the Company may replace such non-consenting Bank (a “Non-Consenting
Bank”) in accordance with Section 8.7(b); provided that such amendment,
modification, waiver or consent can be effected as a result of the assignment contemplated by such
Section (together with all other such assignments required by the Company to be made pursuant to
this paragraph).



14.2 Counterparts. This Agreement may be executed in any number of counterparts and
by the different parties hereto on separate counterparts and each such counterpart shall be deemed
to be an original, but all such counterparts shall together constitute but one and the same
Agreement.



14.3 Notices. Except as otherwise provided in Sections 2.2 and 2.3,
all notices hereunder shall be in writing (including facsimile transmission) and shall be sent to
the applicable party at its address shown on Schedule 14.3 (or, in the case of a Bank other
than JPMorgan, in such Bank’s Administrative Questionnaire) or at such other address as such party
may, by written notice received by the other parties, have designated as its address for such
purpose. Notices sent by facsimile transmission shall be deemed to have been given when sent and
receipt of such facsimile is confirmed; notices sent by mail shall be deemed to have been given
three Business Days after the date when sent by registered or certified mail, postage prepaid; and
notices sent by hand delivery or overnight courier service shall be deemed to have been given when
received. For purposes of Sections 2.2 and 2.3, the Administrative Agent and the
Swing Line Bank shall be entitled to rely on telephonic instructions from any person that the
Administrative Agent or the Swing Line



 


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Bank in
good faith believes is an authorized officer or employee of the Company, and the Company shall hold the Administrative Agent, the Swing Line Bank
and each other Bank harmless from any loss, cost or expense resulting from any such reliance. Each
Public Bank agrees to cause at least one individual at or on behalf of such Public Bank to at all
times have selected the “Private Side Information” or similar designation on the content
declaration screen of the Platform in order to enable such Public Bank or its delegate, in
accordance with such Public Bank’s compliance procedures and applicable Law, including United
States Federal and state securities Laws, to make reference to Borrower Materials that are not made
available through the “Public Side Information” portion of the Platform and that may contain
material non-public information with respect to the Borrowers or its securities for purposes of
United States Federal or state securities laws.



14.4 Regulation U. Each Bank represents that it in good faith is not relying, either
directly or indirectly, upon any Margin Stock as collateral security for the extension or
maintenance by it of any credit provided for in this Agreement.



14.5 Costs, Expenses and Taxes. The Company agrees to pay on demand all reasonable
and documented out-of-pocket costs and expenses of the Administrative Agent and the Lead Arrangers
(including the reasonable and documented fees and charges of counsel for the Administrative Agent
and the Lead Arrangers and of local counsel, if any, who may be retained by such counsel) in
connection with the preparation, execution and delivery of this Agreement, the other Loan Documents
and all other documents provided for herein or delivered or to be delivered hereunder or in
connection herewith (including any amendments, supplements or waivers to any Loan Documents), and
all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’
fees, court costs and other legal expenses) incurred by the Administrative Agent and each Bank in
connection with the enforcement of this Agreement, the other Loan Documents or any such other
documents during the existence of any Event of Default or Unmatured Event of Default. In addition,
the Company agrees to pay, and to save the Administrative Agent, the Lead Arrangers and the Banks
harmless from all liability for, (a) any stamp or other taxes (excluding income taxes and franchise
taxes based on net income) which may be payable in connection with the execution and delivery of
this Agreement, the borrowings hereunder, the issuance of the Notes or the execution and delivery
of any other Loan Document or any other document provided for herein or delivered or to be
delivered hereunder or in connection herewith and (b) any fees of the Company’s auditors and, if an
Event of Default or Unmatured Event of Default exists, any costs and expenses of the Administrative
Agent or any Bank in connection with any reasonable exercise by the Administrative Agent or any
Bank of its rights pursuant to Section 10.2. All obligations provided for in this
Section 14.5 shall survive repayment of the Loans, cancellation of the Notes, cancellation
or expiration of the Letters of Credit and any termination of this Agreement.



14.6 Captions. Section captions used in this Agreement are for convenience only and
shall not affect the construction of this Agreement.



14.7 Successors and Assigns. This Agreement shall be binding upon the Company, the
Administrative Agent and the Banks and their respective successors and assigns, and shall inure to
the benefit of the Company, the Administrative Agent and the Banks and the successors and assigns
of the Administrative Agent and the Banks.


 


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14.8 Assignments; Participations.



14.8.1 Assignments. Any Bank may, with the prior written consent of the Administrative
Agent, each Issuing Bank, the Swing Line Bank and, so long as no Unmatured Event of Default or
Event of Default has occurred and is continuing, the Company (which consents shall not be
unreasonably delayed or withheld and shall not be required for an assignment to another Bank, an
Affiliate of a Bank or an Approved Fund), at any time assign and delegate to one or more commercial
banks or other Persons (any Person to whom such an assignment and delegation is to be made being
herein called an “Assignee”), all or any fraction of such Bank’s Loans and Commitment
(which assignment and delegation shall be of a constant, and not a varying, percentage of all the
assigning Bank’s Loans and Commitment, other in the case of the Swing Line Bank’s rights and
obligations in respect of Swing Line Loans) in a minimum aggregate amount equal to the lesser of
(i) the amount of the assigning Bank’s remaining Commitment and (ii) $5,000,000; provided
that (a) no assignment and delegation may be made to any Person if, at the time of such assignment
and delegation, the Company would be obligated to pay any greater amount under Section 7.7
or Section 8 to the Assignee than the Company is then obligated to pay to the assigning
Bank under such Sections (and if any assignment is made in violation of the foregoing, the Company
will not be required to pay the incremental amounts) and (b) the Company and the Administrative
Agent shall be entitled to continue to deal solely and directly with such Bank in connection with
the interests so assigned and delegated to an Assignee until the date when all of the following
conditions shall have been met:




(x) five Business Days (or such lesser period of time as the Administrative Agent and
the assigning Bank shall agree) shall have passed after written notice of such assignment
and delegation, together with payment instructions, addresses and related information with
respect to such Assignee, shall have been given to the Company and the Administrative Agent
by such assigning Bank and the Assignee,




(y) the assigning Bank and the Assignee shall have executed and delivered to the
Company and the Administrative Agent an assignment agreement substantially in the form of
Exhibit D (an “Assignment Agreement”), together with any documents required
to be delivered hereunder, which Assignment Agreement shall have been accepted by the
Administrative Agent, and




(z) the assigning Bank or the Assignee shall have paid the Administrative Agent a
processing fee of $3,500.



From and after the date on which the conditions described above have been met, (x) such Assignee
shall be deemed automatically to have become a party hereto and, to the extent that rights and
obligations hereunder have been assigned and delegated to such Assignee pursuant to such Assignment
Agreement, shall have the rights and obligations of a Bank hereunder, and (y) the assigning Bank,
to the extent that rights and obligations hereunder have been assigned and delegated by it pursuant
to such Assignment Agreement, shall be released from its obligations hereunder; provided
that, except to the extent otherwise expressly agreed by the affected parties, no assignment by a
Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising
from such Bank’s having been a Defaulting Bank. Within five Business Days after the effectiveness
of any assignment and delegation to a Person that is not currently a Bank hereunder, the Company
shall, upon the Assignee’s request, execute and deliver to the Administrative Agent (for delivery
to the Assignee) a new Note dated the effective date of such
assignment. Any attempted assignment and delegation not made in accordance with this Section
14.8.1 shall be null and void.


 


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Notwithstanding the foregoing provisions of this Section 14.8.1 or any other provision
of this Agreement, (a) no assignment shall be made to (i) the Company or any Affiliate or
Subsidiary thereof, (ii) any Defaulting Bank or any Subsidiary thereof, or any Person which, upon
becoming a Bank hereunder, would constitute any of the foregoing Persons described in this
clause (ii) or (iii) a natural Person, and (b) any Bank may at any time assign all or any
portion of its Loans and its Note to a Federal Reserve Bank (but no such assignment shall release
any Bank from any of its obligations hereunder).



In connection with any assignment of rights and obligations of any Defaulting Bank hereunder,
no such assignment shall be effective unless and until, in addition to the other conditions thereto
set forth herein, the parties to the assignment shall make such additional payments to the
Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate
(which may be outright payment, purchases by the assignee of participations or subparticipations,
or other compensating actions, including funding, with the consent of the Company and the
Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by
such Defaulting Bank, to each of which the applicable assignee and assignor hereby irrevocably
consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Bank
to the Administrative Agent, each Issuing Bank, the Swing Line Bank and each other Bank hereunder
(and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share
of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its
Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and
obligations of any Defaulting Bank hereunder shall become effective under applicable law without
compliance with the provisions of this paragraph, then the assignee of such interest shall be
deemed to be a Defaulting Bank for all purposes of this Agreement until such compliance occurs.



14.8.2 Participations. Any Bank may at any time sell to one or more commercial banks
or other Persons participating interests in any Loan owing to such Bank, the Note held by such
Bank, the Commitment of such Bank, the direct or participation interest of such Bank in any Letter
of Credit or Swing Line Loan or any other interest of such Bank hereunder (any Person purchasing
any such participating interest being herein called a “Participant”). In the event of a
sale by a Bank of a participating interest to a Participant, (x) such Bank shall remain the holder
of its Note for all purposes of this Agreement, (y) the Company and the Administrative Agent shall
continue to deal solely and directly with such Bank in connection with such Bank’s rights and
obligations hereunder and (z) all amounts payable by the Company shall be determined as if such
Bank had not sold such participation and shall be paid directly to such Bank. No Participant shall
have any direct or indirect voting rights hereunder except with respect to any of the events
described in the third sentence of Section 14.1. Each Bank agrees to incorporate the
requirements of the preceding sentence into each participation agreement which such Bank enters
into with any Participant. The Company agrees that if amounts outstanding under this Agreement and
the Notes are due and payable (as a result of acceleration or otherwise), each Participant shall be
deemed to have the right of setoff in respect of its participating interest in amounts owing under
this Agreement to the same extent as if the amount of its participating interest were owing
directly to it as a Bank under this Agreement or such
Note; provided that such right of setoff shall be subject to the obligation of each
Participant to share with the Banks, and the Banks agree to share with each Participant, as
provided in Section 7.6. The Company also agrees that each Participant shall be entitled
to the benefits of Section 7.7 and Section 8 as if it were a Bank (provided that no
Participant shall receive any greater compensation pursuant to Section 7.7 or Section
8 than would have been paid to the participating Bank if no participation had been sold).


 


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14.9 Payments Set Aside. To the extent that any payment by or on behalf of the
Company is made to the Administrative Agent or any Bank, or the Administrative Agent or any Bank
exercises its right of set-off, and such payment or the proceeds of such set-off or any part
thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or
required (including pursuant to any settlement entered into by the Administrative Agent or such
Bank in its discretion) to be repaid to a trustee, receiver or any other party, in connection with
any proceeding under any bankruptcy, insolvency or similar law or otherwise, then to the extent of
such recovery, the obligation or part thereof originally intended to be satisfied shall be revived
and continued in full force and effect as if such payment had not been made or such set-off had not
occurred, and each Bank severally agrees to pay to the Administrative Agent upon demand its
applicable share of any amount so recovered from or repaid by the Administrative Agent, plus
interest thereon from the date of such demand to the date such payment is made at a rate per annum
equal to the Federal Funds Rate from time to time in effect.



14.10 Governing Law. This Agreement and each Note shall be a contract made under and
governed by and construed and interpreted in accordance with, the laws of the State of Illinois
applicable to contracts made and to be performed entirely within such State. Whenever possible
each provision of this Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement shall be prohibited by or invalid
under applicable 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 Agreement. All obligations of the Company and rights of the Administrative Agent and the
Banks expressed herein or in any other Loan Document shall be in addition to and not in limitation
of those provided by applicable law.



14.11 Indemnification by the Company. In consideration of the execution and delivery
of this Agreement by the Administrative Agent and the Banks and the agreement to extend the
Commitments provided hereunder, the Company hereby agrees to indemnify, exonerate and hold the
Administrative Agent, the Lead Arrangers, each Bank and each of their respective Related Parties
(each a “Bank Party”) free and harmless from and against any and all actions, causes of
action, suits, losses, liabilities, damages and expenses, including reasonable attorneys’ fees and
charges of one counsel for the Administrative Agent and one counsel for all other Bank Parties
(except in each case to the extent that separate counsel would be required as the result of any
conflict of interest) and settlement costs (collectively, the “Indemnified Liabilities”),
incurred by the Bank Parties or any of them as a result of, or arising out of, or relating to (i)
any tender offer, merger, purchase of stock, purchase of assets or other similar transaction
financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds
of any of the Loans, (ii) any Commitment, Loan or Letter of Credit or the use or proposed use of
the proceeds therefrom (including any refusal by an Issuing Bank to honor a demand for payment



 


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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) the use, handling, release, emission, discharge,
transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or
leased by the Company or any Subsidiary, (iv) any violation of any Environmental Law with respect
to conditions at any property owned or leased by the Company or any Subsidiary or the operations
conducted thereon, (v) the investigation, cleanup or remediation of offsite locations at which the
Company or any Subsidiary or their respective predecessors are alleged to have directly or
indirectly disposed of hazardous substances or (vi) the execution, delivery, performance or
enforcement of this Agreement or any other Loan Document by any of the Bank Parties and, in the
case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the
administration of the Loan Documents; provided that such indemnity shall not, as to any
Bank Party, be available to the extent that such liabilities, obligations, losses, damages,
penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements (A) are
determined by a court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of, or violation of applicable law by,
such Bank Party, (B) result from a breach by such Bank Party of Section 14.14, (C) result
from a dispute between such Bank Party and another Bank Party or (D) constitute fees and expenses
incurred in connection with the review by such Bank Party of this Agreement or any other Loan
Document (other than in connection with any enforcement thereof). If and to the extent that the
foregoing undertaking may be unenforceable for any reason, the Company hereby agrees to make the
maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which
is permissible under applicable law. Nothing set forth above shall be construed to relieve any
Bank Party from any obligation it may have under this Agreement. No Bank Party shall be liable for
any damages arising from the use by others of any information or other materials obtained through
IntraLinks or other similar information transmission systems in connection with this Agreement, nor
shall any Bank Party have any liability for any indirect or consequential damages relating to this
Agreement or any other Loan Document or arising out of its activities in connection herewith or
therewith (whether before or after the Effective Date). All amounts due under this Section
14.11 shall be payable within ten Business Days after demand therefor (which demand shall be
accompanied by a statement from the applicable Bank Party setting forth such amounts in reasonable
detail). All obligations provided for in this Section 14.11 shall survive repayment of the
Loans, cancellation of the Notes, cancellation or expiration of the Letters of Credit and any
termination of this Agreement.



14.12 Forum Selection and Consent to Jurisdiction. ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, SHALL BE
BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF ILLINOIS OR IN THE UNITED STATES
DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS. THE COMPANY HEREBY EXPRESSLY AND IRREVOCABLY
SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS AND OF THE UNITED STATES
DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET
FORTH ABOVE. THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED
MAIL, POSTAGE PREPAID TO SUCH ADDRESS AS DETERMINED PURSUANT TO SECTION 14.3, BY PERSONAL
SERVICE WITHIN OR WITHOUT THE STATE OF ILLINOIS. THE COMPANY HEREBY EXPRESSLY AND IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY
SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION
HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.


 


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14.13 Waiver of Jury Trial. EACH OF THE COMPANY, EACH SUBSIDIARY BORROWER, THE
ADMINISTRATIVE AGENT AND EACH BANK HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR
PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY NOTE, ANY OTHER LOAN DOCUMENT
AND ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE
DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY BANKING RELATIONSHIP EXISTING IN
CONNECTION WITH ANY OF THE FOREGOING, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED
BEFORE A COURT AND NOT BEFORE A JURY.



14.14 Confidentiality. Each Bank agrees to maintain the confidentiality of all
information provided to it by or on behalf of the Company or any Subsidiary, or by the
Administrative Agent on the Company’s or such Subsidiary’s behalf, under this Agreement or any
other Loan Document, and neither it nor any of its Affiliates shall use any such information other
than in connection with or in enforcement of this Agreement and the other Loan Documents or in
connection with other business now or hereafter existing or contemplated with the Company or any
Subsidiary; except to the extent such information (i) was or becomes generally available to the
public other than as a result of disclosure by the Bank or its Affiliates, or (ii) was or becomes
available on a non-confidential basis from a source other than the Company or a Subsidiary,
provided that such source is not bound by a confidentiality agreement with the Company known to the
Bank; provided that any Bank may disclose such information (A) at the request or pursuant
to any requirement of any Governmental Authority to which the Bank is subject or in connection with
an examination of such Bank by any such authority; (B) pursuant to subpoena or other court process;
(C) when required to do so in accordance with the provisions of any applicable law; (D) to the
extent reasonably required in connection with any litigation or proceeding involving the Company to
which the Administrative Agent, any Bank or their respective Affiliates may be party; (E) to the
extent reasonably required in connection with the exercise of any remedy hereunder or under any
other Loan Document; (F) to such Bank’s independent auditors, trustees and other professional
advisors; (G) to any Participant or Assignee, actual or potential, or to any direct, indirect,
actual or prospective counterparty to any swap, derivative or securitization transaction related to
the obligations of the Loan Parties under the Loan Documents, provided that, in each case, such
Person agrees in writing to keep such information confidential to the same extent required of the
Banks hereunder; (H) as to any Bank or its Affiliate, as expressly permitted under the terms of any
other document or agreement regarding confidentiality to which the Company or any Subsidiary is
party with such Bank or such Affiliate; (I) to its Affiliates, provided that such Affiliate is
advised of the confidentiality requirements set forth herein and agrees in writing (for the benefit
of the Company) to keep such information confidential to the same extent required hereunder (it
being understood that each Bank shall be liable for the breach by any of its Affiliates of any such
confidentiality requirement); and (J) to the National Association of Insurance Commissioners or any
similar organization or any nationally recognized rating agency that requires access to information
about
such Bank’s investment portfolio in connection with ratings issued with respect to such Bank. Each
Bank will, so long as not prohibited from doing so by any applicable law, notify the Company of any
request for information of the type referred to in clause (B) or (C) above prior to
disclosing such information so that the Company may seek appropriate relief from any applicable
court or other Governmental Authority (but failure to so notify the Company shall not result in any
liability to such Bank).


 


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



14.16 No Fiduciary or Implied Duties. The Company acknowledges and agrees, and
acknowledges its Affiliates’ understanding, that in acting as the Administrative Agent, the
Administrative Agent will not have responsibility except as set forth in this Agreement and shall
in no event be subject to any fiduciary or other implied duties. The Company waives and releases,
to the fullest extent permitted by law, any claims that it may have against the Administrative
Agent with respect to any breach or alleged breach of agency or fiduciary duty.



14.17 Judgment. If, for the purposes of filing a claim or obtaining judgment in any
court, it is necessary to convert a sum due hereunder or under any other Loan Document in one
currency into another currency, the rate of exchange used shall be that at which in accordance with
normal banking procedures the Administrative Agent could purchase the first currency with such
other currency on the Business Day preceding that on which final judgment is given. The obligation
of each Borrower in respect of any such sum due from it to the Administrative Agent or any Bank
hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the
“Judgment Currency”) other than that in which such sum is denominated in accordance with
the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only
to the extent that on the Business Day following receipt by the Administrative Agent or such Bank
of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such Bank
may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment
Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due
to the Administrative Agent or such Bank in the Agreement Currency, each Borrower agrees, as a
separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or
such Bank or the Person to whom such obligation was owing against such loss. If the amount of the
Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent
or such Bank in such currency, the Administrative Agent or such Bank agrees to return the amount of
any excess to such Borrower (or to any other Person who may be entitled thereto under applicable
law).


 


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14.18 Most Favored Lender. If at any time (a)(i) the Company enters into any credit
agreement, loan agreement, note purchase agreement or other like agreement under which the Company
may incur Designated Debt in excess of $50,000,000, including the Note Purchase Agreements and the
Senior Notes (a “Principal Lending Agreement”), and (ii) any such Principal
Lending Agreement at any time includes a covenant that expressly limits either: (x) the sale, lease
or disposition of assets by the Company and/or any Subsidiary during any period of 12 consecutive
months to less than 15% of the book value of consolidated tangible assets of the Company and its
Subsidiaries, or (y) the incurrence of Designated Debt by any Foreign Subsidiary, in either case
that is not contained in this Agreement, or if such covenant that is contained in the Principal
Lending Agreement is more favorable to such creditors of the Company than a similar covenant
contained in this Agreement, or (b) the Company issues an additional series of Senior Notes
pursuant to any Supplement (as defined in the applicable Note Purchase Agreement) that has an
“additional covenant” (within the meaning of Section 2.2(iii) of the applicable Note Purchase
Agreement), the Company shall give written notice thereof to the Administrative Agent not later
than 10 days following the date of execution of such Principal Lending Agreement or amendment
thereof or Supplement, as the case may be (each a “Subject Agreement”); provided
that any such additional covenant shall not impair, diminish or otherwise adversely modify any
existing covenants contained herein. Effective on the date of execution of a Subject Agreement,
such covenant (or covenants) and related definitions that are contained in such Subject Agreement
(collectively, the “Incorporated Covenants”) shall be deemed to have been incorporated
herein and any event of default in respect of any such Incorporated Covenant shall be deemed to be
an Event of Default hereunder, subject to all applicable terms and provisions of this Agreement,
including the right of the Required Banks to waive or not waive any breach thereof (independent of
any right of any other creditor of the Company in respect of any such Incorporated Covenants).
Without limiting the foregoing, any amendment, elimination or termination of any Incorporated
Covenant in accordance with the terms of the applicable Subject Agreement (including as a result of
the termination of such Subject Agreement) shall constitute an immediate amendment, elimination or
termination, as the case may be, of such Incorporated Covenant hereunder.




SECTION 15. COMPANY GUARANTY



15.1 The Guaranty. In order to induce the Banks to enter into this Agreement and to
extend credit hereunder and in recognition of the direct benefits to be received by the Company
from the proceeds of the Loans and the issuance of the Letters of Credit, the Company hereby agrees
with the Banks as follows: the Company hereby unconditionally and irrevocably guarantees as primary
obligor and not merely as surety the full and prompt payment when due, whether upon maturity,
acceleration or otherwise, of any and all of the Guaranteed Obligations of the Subsidiary Borrowers
to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of such Borrowers to the
Guaranteed Creditors becomes due and payable hereunder, the Company unconditionally promises to pay
such indebtedness to the Administrative Agent and/or the Banks, on demand, together with any and
all reasonable, out-of-pocket expenses which may be incurred by the Administrative Agent or the
Banks in collecting any of the Guaranteed Obligations. If claim is ever made upon any Guaranteed
Creditor for repayment or recovery of any amount or amounts received in payment or on account of
any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount
by reason of (i) any judgment, decree or order of any court or administrative body having
jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any
such claim effected by such payee with any such claimant (including the Borrowers), then and in
such event the Company agrees that any such judgment, decree, order, settlement or compromise shall
be binding upon the Company, notwithstanding any revocation of the guaranty under this
Section
15 or other instrument evidencing any liability of any Borrower, and the Company shall be
and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the
same extent as if such amount had never originally been received by any such payee.


 


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15.2 Insolvency. Additionally, the Company unconditionally and irrevocably guarantees
the payment of the Dollar Equivalent of any and all of the Guaranteed Obligations of the Subsidiary
Borrowers to the Guaranteed Creditors whether or not due or payable by any Borrower upon the
occurrence of any of the events specified in Section 12.1.3, and unconditionally promises
to pay the Dollar Equivalent of such Guaranteed Obligations to the Guaranteed Creditors, or order,
on demand, in lawful money of the United States.



15.3 Nature of Liability. The liability of the Company hereunder is exclusive and
independent of any security for or other guaranty of the Guaranteed Obligations of any Borrower
whether executed by the Company, any other guarantor or by any other party, and the liability of
the Company hereunder is not affected or impaired by (a) any direction as to application of payment
by any Borrower or by any other party; or (b) any other continuing or other guaranty, undertaking
or maximum liability of a guarantor or of any other party as to the Guaranteed Obligations of any
Borrower; or (c) any payment on or in reduction of any such other guaranty or undertaking; or (d)
any dissolution, termination or increase, decrease or change in personnel by any Borrower; or (e)
any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed
Creditor repays to any Borrower pursuant to court order in any bankruptcy, reorganization,
arrangement, moratorium or other debtor relief proceeding, and the Company waives any right to the
deferral or modification of its obligations hereunder by reason of any such proceeding.



15.4 Independent Obligation. The obligations of the Company hereunder are independent
of the obligations of any other guarantor, any other party or any Borrower, and a separate action
or actions may be brought and prosecuted against the Company whether or not action is brought
against any other guarantor, any other party or any Borrower and whether or not any other
guarantor, any other party or any Borrower is joined in any such action or actions. The Company
waives, to the full extent permitted by law, the benefit of any statute of limitations affecting
its liability hereunder or the enforcement thereof. Any payment by a Borrower or other
circumstance which operates to toll any statute of limitations as to such Borrower shall operate to
toll the statute of limitations as to the Company’s obligations under this Section 15.



15.5 Authorization. The Company authorizes the Guaranteed Creditors without notice or
demand (except as shall be required by applicable statute and cannot be waived), and without
affecting or impairing its liability hereunder, from time to time to:



(a) change the manner, place or terms of payment of, and/or change or extend the time of
payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any
increase or decrease in the rate of interest thereon), any security therefor, or any liability
incurred directly or indirectly in respect thereof, and the guaranty of the Company herein made
shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;



(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange,
release, surrender, realize upon or otherwise deal with in any manner and in any order any property
by whomsoever at any time pledged or mortgaged to secure, or howsoever
securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred
directly or indirectly in respect thereof or hereof, and/or any offset against the Guaranteed
Obligations or such liabilities;


 


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(c) exercise or refrain from exercising any rights against any Borrower or others or otherwise
act or refrain from acting;




(d) release or substitute any one or more endorsers, guarantors, Borrowers or other obligors;



(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any
liability (including any of those hereunder) incurred directly or indirectly in respect thereof or
hereof, and may subordinate the payment of all or any part thereof to the payment of any liability
(whether due or not) of any Borrower to its creditors other than the Guaranteed Creditors;



(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of
any Borrower to the Guaranteed Creditors regardless of what liability or liabilities of the Company
or any Borrower remain unpaid;



(g) consent to or waive any breach of, or any act, omission or default under, this Agreement
or any of the instruments or agreements referred to herein, or otherwise amend, modify or
supplement this Agreement or any of such other instruments or agreements; and/or



(h) take any other action which would, under otherwise applicable principles of common law,
give rise to a legal or equitable discharge of the Company from its liabilities under this
Section 15;



it being understood that the foregoing shall not permit any action by the Administrative Agent or
any Bank that is not otherwise permitted by this Agreement or any other Loan Document.



15.6 Reliance. It is not necessary for any Guaranteed Creditor to inquire into the
capacity or powers of any Borrower or the officers, directors, partners or agents acting or
purporting to act on their behalf, and any Guaranteed Obligations made or created in reliance upon
the professed exercise of such powers shall be guaranteed hereunder.



15.7 Subordination. Any of the indebtedness of each Borrower relating to the
Guaranteed Obligations now or hereafter owing to the Company is hereby subordinated to the
Guaranteed Obligations of such Borrower owing to the Guaranteed Creditors, and if the
Administrative Agent so requests at a time when an Event of Default exists, all such indebtedness
relating to the Guaranteed Obligations of such Borrower to the Company shall be collected, enforced
and received by the Company for the benefit of the Guaranteed Creditors and be paid over to the
Administrative Agent on behalf of the Guaranteed Creditors on account of the Guaranteed Obligations
of such Borrower to the Guaranteed Creditors, but without affecting or impairing in any manner the
liability of the Company under the other provisions of this Section 15. Prior to the
transfer by the Company of any note or negotiable instrument evidencing any of the indebtedness
relating to the Guaranteed Obligations of such Borrower to the Company, the Company shall mark such
note or negotiable instrument with a legend that the same is subject to
this subordination. Without limiting the generality of the foregoing, the Company hereby agrees
with the Guaranteed Creditors that it will not exercise any right of subrogation which it may at
any time otherwise have as a result of the guaranty under this Section 15 (whether
contractual, under Section 509 of the United States Bankruptcy Code or otherwise) until all
Guaranteed Obligations have been irrevocably paid in full in cash.


 


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15.8 Waiver.



(a) The Company waives any right (except as shall be required by applicable statute and cannot
be waived) to require any Guaranteed Creditor to (i) proceed against any Borrower, any other
guarantor or any other party, (ii) proceed against or exhaust any security held from any Borrower,
any other guarantor or any other party or (iii) pursue any other remedy in any Guaranteed
Creditor’s power whatsoever. The Company waives any defense based on or arising out of any defense
of any Borrower, any other guarantor or any other party, other than payment in full of the
Guaranteed Obligations, based on or arising out of the disability of any Borrower, any other
guarantor or any other party, or the validity, legality or unenforceability of the Guaranteed
Obligations or any part thereof from any cause, or the cessation from any cause of the liability of
any Borrower other than payment in full of the Guaranteed Obligations. The Guaranteed Creditors
may, at their election, foreclose on any security held by the Administrative Agent or any other
Guaranteed Creditor by one or more judicial or nonjudicial sales, whether or not every aspect of
any such sale is commercially reasonable (to the extent such sale is permitted by applicable law),
or exercise any other right or remedy the Guaranteed Creditors may have against any Borrower or any
other party, or any security, without affecting or impairing in any way the liability of the
Company hereunder except to the extent the Guaranteed Obligations have been paid. The Company
waives any defense arising out of any such election by the Guaranteed Creditors, even though such
election operates to impair or extinguish any right of reimbursement or subrogation or other right
or remedy of the Company against any Borrower or any other party or any security.



(b) Except as otherwise expressly provided in this Agreement, the Company waives all
presentments, demands for performance, protests and notices, including notices of nonperformance,
notices of protest, notices of dishonor, notices of acceptance of the guaranty hereunder, and
notices of the existence, creation or incurring of new or additional Guaranteed Obligations. The
Company assumes all responsibility for being and keeping itself informed of each Borrower’s
financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment
of the Guaranteed Obligations and the nature, scope and extent of the risks which the Company
assumes and incurs hereunder, and agrees that the Administrative Agent and the Banks shall have no
duty to advise the Company of information known to them regarding such circumstances or risks.



15.9 Nature of Liability. It is the desire and intent of the Company and the
Guaranteed Creditors that this Section 15 shall be enforced against the Company to the
fullest extent permissible under the laws and public policies applied in each jurisdiction in which
enforcement is sought. If, however, and to the extent that, the obligations of the Company under
this Section 15 shall be adjudicated to be invalid or unenforceable for any reason
(including because of any applicable state or federal law relating to fraudulent conveyances or
transfers), then the amount of the Guaranteed Obligations shall be deemed to be reduced and the
Company shall pay the
maximum amount of the Guaranteed Obligations which would be permissible under applicable law.


 


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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the
day and year first above written.



	 	 	 	 	 
	 	REGAL-BELOIT CORPORATION

 	 
	 	By:  	/s/ Chuck A. Hinrichs
 	 
	 	 	Name:  	Chuck A. Hinrichs 	 
	 	 	Title:  	Vice President and CFO 	 



 


S-1









 





	 	 	 	 	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,

as Administrative Agent, as Swingline Bank, as an

Issuing Bank and as a Bank

 	 
	 	By:  	/s/ Dana J. Moran
 	 
	 	 	Name:  	Dana J. Moran 	 
	 	 	Title:  	Vice President 	 



 


S-2









 





	 	 	 	 	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as Syndication Agent, as an

Issuing Bank and as a Bank

 	 
	 	By:  	/s/ Steven K. Kessler
 	 
	 	 	Name:  	Steven K. Kessler 	 
	 	 	Title:  	Senior Vice President 	 



 


S-3









 





	 	 	 	 	 



	 	 	 	 	 
	 	WELLS FARGO BANK, N.A., as 

Co-Documentation Agent and
as a Bank

 	 
	 	By:  	/s/ Julia Voss
 	 
	 	 	Name:  	Julia Voss 	 
	 	 	Title:  	Vice President 	 



 


S-4









 





	 	 	 	 	 



	 	 	 	 	 
	 	US BANK NATIONAL ASSOCIATION, as 
Co-Documentation
Agent and as a Bank

 	 
	 	By:  	/s/ Caroline V. Krider
 	 
	 	 	Name:  	Caroline V. Krider 	 
	 	 	Title:  	Senior Vice President 	 
	 	 	 
	 	By:  	                                              /s/ Joseph Rauhala
 	 
	 	 	Name:  	Joseph Rauhala 	 
	 	 	Title:  	Principal Officer 	 



 


S-5









 





	 	 	 	 	 



	 	 	 	 	 
	 	FIFTH THIRD BANK, as Co-Documentation Agent and as a
Bank

 	 
	 	By:  	/s/ S. Bradley McDougall
 	 
	 	 	Name:  	S. Bradley McDougall 	 
	 	 	Title:  	Vice President 	 



 


S-6









 





	 	 	 	 	 



	 	 	 	 	 
	 	PNC BANK, NATIONAL ASSOCIATION, as a Bank

 	 
	 	By:  	/s/ Michael Leong
 	 
	 	 	Name:  	Michael Leong 	 
	 	 	Title:  	Senior Vice President 	 



 


S-7









 





	 	 	 	 	 



	 	 	 	 	 
	 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Bank

 	 
	 	By:  	/s/ Judith E. Smith
 	 
	 	 	Name:  	Judith E. Smith 	 
	 	 	Title:  	Managing Director 	 
	 	 	 
	 	By:  	                                              /s/ Kevin Buddhdew
 	 
	 	 	Name:  	Kevin Buddhdew 	 
	 	 	Title:  	Associate 	 



 


S-8









 





	 	 	 	 	 



	 	 	 	 	 
	 	HSBC BANK USA, NATIONAL ASSOCIATION., as a Bank

 	 
	 	By:  	/s/ John S. Sneed
 	 
	 	 	Name:  	John S. Sneed 	 
	 	 	Title:  	Relationship Manager 	 



 


S-9









 





	 	 	 	 	 



	 	 	 	 	 
	 	M&I MARSHALL & ILSLEY BANK, as a Bank

 	 
	 	By:  	/s/ James R. Miller
 	 
	 	 	Name:  	James R. Miller 	 
	 	 	Title:  	Senior Vice President 	 
	 	 	 
	 	By:  	                                              /s/ Philip Sanfilippo
 	 
	 	 	Name:  	Philip Sanfilippo 	 
	 	 	Title:  	Assistant Vice President 	 



 


S-10









 





	 	 	 	 	 



	 	 	 	 	 
	 	SUMITOMO MITSUI BANKING CORPORATION, [NEW YORK
BRANCH], as a Bank

 	 
	 	By:  	/s/ Shuji Yabe
 	 
	 	 	Name:  	Shuji Yabe 	 
	 	 	Title:  	General Manager 	 



 


S-11









 





	 	 	 	 	 



	 	 	 	 	 
	 	BANK OF THE WEST, A CALIFORNIA BANKING CORPORATION,
as a Bank

 	 
	 	By:  	/s/ David Wang
 	 
	 	 	Name:  	David Wang 	 
	 	 	Title:  	Vice President 	 



 


S-12









 





	 	 	 	 	 



	 	 	 	 	 
	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Bank

 	 
	 	By:  	/s/ Victor Pierzchalski
 	 
	 	 	Name:  	Victor Pierzchalski 	 
	 	 	Title:  	Authorized Signatory 	 



 


S-13









 





	 	 	 	 	 



	 	 	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION, as a Bank

 	 
	 	By:  	/s/ Suzannah Harris
 	 
	 	 	Name:  	Suzannah Harris 	 
	 	 	Title:  	Vice President 	 



 


S-14









 





	 	 	 	 	 



	 	 	 	 	 
	 	THE NORTHERN TRUST COMPANY, as a Bank

 	 
	 	By:  	/s/ Patrick Cowan
 	 
	 	 	Name:  	Patrick Cowan 	 
	 	 	Title:  	Vice President 	 



 


S-15









 





	 	 	 	 	 



	 	 	 	 	 
	 	ASSOCIATED BANK, NATIONAL ASSOCIATION, as a Bank

 	 
	 	By:  	/s/ Daniel L. Pophal
 	 
	 	 	Name:  	Daniel L. Pophal 	 
	 	 	Title:  	Senior Vice President 	 



 


S-16









 





	 	 	 	 	 



	 	 	 	 	 
	 	CITIBANK, N.A., as a Bank

 	 
	 	By:  	/s/ Janice D. Arco
 	 
	 	 	Name:  	Janice D. Arco 	 
	 	 	Title:  	Vice President 	 
	 




 


S-17











 




SCHEDULE 1.1




PRICING SCHEDULE




The Eurodollar Margin, the Non-Use Fee Rate and the L/C Fee Rate, respectively, shall be
determined in accordance with the table below and the other provisions of this Schedule
1.1.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Eurodollar	 	 	 	 
	 	 	Total Net	 	Non-Use	 	 	Margin/L/C	 	 	Base Rate	 
	Level	 	Leverage Ratio	 	Fee Rate	 	 	Fee Rate*	 	 	Margin	 
	I	 	Less than 1.0 to 1
	 	 	0.175	%	 	 	1.125	%	 	 	0.125	%
	II	 	Equal to or greater than 1.00 to 1 but less than 1.75 to 1
	 	 	0.200	%	 	 	1.250	%	 	 	0.250	%
	III	 	Equal to or greater than 1.75 to 1 but less than 2.50 to 1
	 	 	0.225	%	 	 	1.500	%	 	 	0.500	%
	IV	 	Equal to or greater than 2.50 to 1 but less than 3.25 to 1
	 	 	0.250	%	 	 	1.750	%	 	 	0.750	%
	V	 	Equal to or greater than 3.25 to 1
	 	 	0.325	%	 	 	2.125	%	 	 	1.125	%








	 	 	 
	*	 	The L/C Fee Rate for performance standby Letters of Credit with respect to non-financial
contractual obligations shall be equal to 50% of the respective amount set forth above.




As used herein, (a) “Total Net Leverage Ratio” equals, for any Computation Period, the ratio
of (i) the remainder as of the last day of such Computation Period of (x) all Debt of the Company
and its Subsidiaries minus (y) Specified Cash to (ii) EBITDA for such Computation Period,
and (b) “Specified Cash” equals the lesser of (i) the aggregate amount of cash, cash equivalents
and short-term investments of the Company and its Subsidiaries in excess of $50,000,000 and (ii)
$100,000,000.



Initially, the Non-Use Fee Rate, the Eurodollar Margin and the L/C Fee Rate (the
“Pricing”) shall be Level IV. The Pricing shall be adjusted, to the extent required, 45
days (or, in the case of the last Fiscal Quarter of any Fiscal Year, 105 days) after the end of
each Fiscal Quarter (beginning with the Fiscal Quarter ended June 30, 2011) based on the Total Net
Leverage Ratio as of the last day of such Fiscal Quarter; provided that if the Company
fails to deliver the financial statements required by Section 10.1.1 or 10.1.2, as
applicable, and the related certificate required by Section 10.1.3 by the 45th day (or, if
applicable, the 105th day) after any Fiscal Quarter, the Pricing shall be Level V until such
financial statements are delivered.




 


 









 







SCHEDULE 2.1

BANKS AND PERCENTAGES




	 	 	 	 	 	 	 	 	 
	Bank	 	Commitment	 	 	Percentage	 
	JPMorgan Chase Bank, N.A.
	 	$	50,000,000	 	 	 	10.00	%
	Bank of America, N.A.
	 	$	50,000,000	 	 	 	10.00	%
	Wells Fargo Bank, N.A.
	 	$	40,000,000	 	 	 	8.00	%
	U.S. Bank National Association
	 	$	40,000,000	 	 	 	8.00	%
	Fifth Third Bank
	 	$	40,000,000	 	 	 	8.00	%
	PNC Bank, National Association
	 	$	38,000,000	 	 	 	7.60	%
	Credit Suisse
	 	$	27,500,000	 	 	 	5.50	%
	HSBC Bank USA, National Association
	 	$	27,500,000	 	 	 	5.50	%
	M&I Marshall & Ilsley Bank
	 	$	27,500,000	 	 	 	5.50	%
	Sumitomo Mitsui Banking Corporation, [New
York Branch]
	 	$	27,500,000	 	 	 	5.50	%
	Bank of the West
	 	$	23,000,000	 	 	 	4.60	%
	The Bank of Tokyo-Mitsubishi UFJ, Ltd.
	 	$	23,000,000	 	 	 	4.60	%
	KeyBank National Association
	 	$	23,000,000	 	 	 	4.60	%
	The Northern Trust Company
	 	$	23,000,000	 	 	 	4.60	%
	Associated Bank, National Association
	 	$	20,000,000	 	 	 	4.00	%
	Citibank, N.A.
	 	$	20,000,000	 	 	 	4.00	%
	TOTALS
	 	$	500,000,000	 	 	 	100.00	%







 


1









 







SCHEDULE 2.3.1(a)




EXISTING LETTERS OF CREDIT




	 	 	 	 	 	 	 	 	 	 	 
	Letter of	 	 	 	 	 	 
	Credit No.	 	Amount	 	 	Beneficiary	 	Maturity Date
	 	3099961	 	 	$	600,000	 	 	Kasikornbank Public Co (For Thailand)

	 	4/12/2012
	 	3089270	 	 	$	12,455,000	 	 	The Travelers Indemnity Company

	 	10/31/2011
	 	3102508	 	 	 	 AUD5,550,000
	 	 	St. George Bank

	 	4/5/2012
	 	3102054	 	 	 	GBP80,000
	 	 	JPMorgan

	 	2/5/2012
	 	3092113	 	 	$	50,000	 	 	Reliance

	 	2/13/2012
	 	3114294	 	 	€	20,000,000	 	 	Elco

	 	7/31/2011
	 	3114442	 	 	 	Sing313,727
	 	 	SB Investment

	 	10/20/2011







 


 









 







SCHEDULE 9.6

LITIGATION




None.




 


 









 







SCHEDULE 9.8

SUBSIDIARIES

As of 6/2/2011




	 	 	 
	RBC
	 	Regal-Beloit Corporation — Wisconsin (39-0875718)

	RBCM
	 	RBC Manufacturing Corporation — Wisconsin

	RBHL
	 	Regal-Beloit Holdings Ltd. — Yukon Territory

	TFL
	 	Thomson Finance Ltd. — British Columbia

	RBAPL
	 	Regal-Beloit Asia Pte. Ltd. — Singapore

	RBMH
	 	Regal-Beloit Mexico Holding S. de R.L. de C.V. — Mexico

	RBCHI
	 	RBC Horizon, Inc. — Wisconsin (26-0516581)

	RBHBV
	 	Regal Beloit Holding BV — The Netherlands

	RBFIN
	 	Regal Beloit Finance BV — The Netherlands

	FMTL
	 	Fasco Motors Thailand Ltd. — Thailand

	RBCAH
	 	RBC Australia Holding Company Pty. Limited — Australia

	FAPL
	 	Fasco Australia Pty. Ltd. — Australia

	IMT
	 	In Motion Technologies Pty Limited — Australia

	DHI-VI
	 	Dutch Horizon I, LLC—Dutch Horizon VI, LLC (Wisconsin)

	MMI
	 	Morrill Motors, Inc. (Indiana)

	JCHL
	 	Joyce Court Holdings Limited — British Virgin Islands

	GDIL
	 	Grand Delight Investments Limited — British Virgin Islands

	DMBV
	 	Dutchi Motors B.V. — The Netherlands

	DHNV
	 	Dutchi Holding N.V. — The Netherlands

	RBFBV
	 	RBC Foreign Manufacturing B.V. — The Netherlands

	RBHLLC
	 	RBC Holding, LLC — Wisconsin

	CMGE
	 	CMG Engineering Group Pty., Ltd.

	CMGI
	 	CMG International Pty., Ltd.

	TRANS
	 	Transmission Australia Pty., Ltd.

	TORIN
	 	Torin Industries Pty., Ltd.

	CMGP
	 	CMG Pty., Ltd.

	ELCO
	 	Elco Group B.V.

	UNI
	 	Unico, Inc.

	CIL
	 	Calamsar Investments Limited

	UNIMLLC
	 	Unico Mexico LLC

	UNIM
	 	Unico de Mexico Srl de CV

	ROTOR
	 	Rotor Beheer B.V.

	ROTBV
	 	Rotor B.V.

	AFMC
	 	AFMC Holdings Pty., Ltd.







	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	State/Place of	 	FEIN # or
	Parent	 	Subsidiary	 	Percent Owned	 	 	Incorporation	 	Business#
	RBC	 	Hub City, Inc.
	 	 	100	%	 	Delaware	 	23-2554577
	RBC	 	Costruzioni Meccaniche Legnanesi
	 	 	100	%	 	Italy	 	 
	RBC	 	Mastergear GmbH
	 	 	100	%	 	Germany	 	 
	RBC	 	Opperman Mastergear Ltd.
	 	 	100	%	 	U.K.	 	 
	RBC	 	RBC Manufacturing Corporation (f/k/a Marathon Electric
Manufacturing Corporation)
	 	 	100	%	 	Wisconsin	 	39-0449780
	RBC	 	Thomson Technology Shanghai Ltd.
	 	 	100	%	 	China	 	 
	RBC	 	RBC Horizon, Inc.
	 	 	100	%	 	Wisconsin	 	26-0516581
	RBC	 	Joyce Court Holdings Limited
	 	 	100	%	 	BVI	 	 
	RBC	 	Grand Delight Investments Limited
	 	 	100	%	 	BVI	 	 
	RBC	 	Unico, Inc.
	 	 	100	%	 	Wisconsin	 	 
	RBC	 	Marathon Electric India Private Limited (formerly GEMI)
	 	 	.001	%	 	India	 	98-0375565
	RBC	 	REGAL-BELOIT Flight Service, Inc.
	 	 	15	%	 	Wisconsin	 	39-1938572
	RBC	 	Motores Jakel de Mexico, S. de R.L. de C.V.
	 	 	0.1	%	 	Mexico	 	 
	RBC	 	Regal Beloit de Mexico Sales S. de R.L. de C.V.
	 	 	.01	%	 	Mexico	 	 
	RBC	 	Ramu, Inc.
	 	 	100	%	 	Delaware	 	 
	RBCM	 	Marathon Electric Far East Pte Ltd. (MEFE)
	 	 	100	%	 	Singapore	 	1991-02038-E
	RBCM	 	REGAL-BELOIT Holdings Ltd.
	 	 	100	%	 	Canada (Yukon)	 	865429526
	RBCM	 	Marathon Special Products Corp.
	 	 	100	%	 	Ohio	 	25-1117892






 


 









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	State/Place of	 	FEIN # or
	Parent	 	Subsidiary	 	Percent Owned	 	 	Incorporation	 	Business#
	RBCM	 	Marathon Redevelopment Corp.
	 	 	100	%	 	Missouri	 	00386711
	RBCM	 	REGAL-BELOIT Flight Service, Inc.
	 	 	85	%	 	Wisconsin	 	39-1938572
	RBCM	 	Mar-Mex SA de CV (Inactive)
	 	 	100	%	 	Mexico	 	 
	RBCM	 	GE Holmes Industries, LLC
	 	 	51	%	 	Delaware	 	35-2059653
	RBCM	 	Morrill Motors, Inc.
	 	 	100	%	 	Indiana	 	35-0980306
	RBCM	 	Regal Beloit Logistics, LLC
	 	 	100	%	 	Wisconsin	 	 
	RBCM	 	RBC Power Electronics, Inc.
	 	 	100	%	 	Wisconsin	 	 
	RBCM	 	Regal Beloit Holding BV
	 	 	100	%	 	The Netherlands	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	RBHL	 	Air-Con Technologies, Inc.
	 	 	100	%	 	Canada	 	 
	RBHL	 	Patent Holdings Ltd.
	 	 	100	%	 	Canada (BC)	 	865255525
	RBHL	 	LEESON Canada, an Alberta Limited Partnership
	 	 	99.5	%	 	Canada (Alberta)	 	867586000
	RBHL	 	Thomson Finance Ltd.
	 	 	100	%	 	Canada (BC)	 	865433692
	RBHL	 	Thomson Technology, an Alberta Limited Partnership
	 	 	99.5	%	 	Canada (Alberta)	 	105270862
	 	 	 
	 	 	 	 	 	 	 	 
	TFL	 	Thomson Technology, an Alberta Limited Partnership
	 	 	.5	%	 	Canada (Alberta)	 	105270862
	TFL	 	LEESON Canada, an Alberta Limited Partnership
	 	 	.5	%	 	Canada (Alberta)	 	867586000
	 	 	 
	 	 	 	 	 	 	 	 
	RBAPL	 	Shanghai Marathon GeXin Electric Co. Ltd. (GeXin)
	 	 	55	%	 	China	 	 
	RBAPL	 	Shanghai REGAL-BELOIT & Jinling Co. Ltd. (Jinling)
	 	 	50	%	 	China	 	 
	RBAPL	 	GE Holmes Industries (Far East) Ltd.
	 	 	51	%	 	Hong Kong	 	 
	RBAPL	 	Changzhou Modern Technologies Co. Ltd (CMT)
	 	 	100	%	 	China	 	98-0458997
	RBAPL	 	Changzhou REGAL-BELOIT Sinya Motor Co. Ltd.
	 	 	100	%	 	China	 	98-0489156
	RBAPL	 	Regal-Beloit Mexico Holding S. de R.L. de C.V.
	 	 	99.9	%	 	Mexico	 	 
	RBAPL	 	Regal Beloit Enterprises Management (Shanghai) Co. Ltd.
	 	 	100	%	 	China	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	RBMH	 	Compania Armadora S. de R.L. de C.V. (CASA)
	 	 	99.9	%	 	Mexico	 	98-0388864
	RBMH	 	Sociedad de Motores Domesticos S. de R.L. de C.V. (SMD)
	 	 	99.9	%	 	Mexico	 	98-0388865
	RBMH	 	Capacitares Componentes de Mexico S. de R.L. de C.V. (CAPCOM)
	 	 	99.9	%	 	Mexico	 	98-0388863
	RBMH	 	Marathon Electric Manufacturing of Mexico, S. de R.L. de
C.V. (MONTEREY)
	 	 	99.997	%	 	Mexico	 	98-0489158
	RBMH	 	Motores Domesticos de Piedras Negras S. de R.L. de C.V.
	 	 	99.9	%	 	Mexico	 	 
	RBMH	 	Regal Beloit de Mexico Sales S. de R.L. de C.V.
	 	 	99.9	%	 	Mexico	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	RBCHI	 	Shanghai Jakel Electronic Machinery Co. Ltd.
	 	 	50	%	 	China	 	 
	RBCHI	 	Jakel Motors Incorporated
	 	 	100	%	 	Wisconsin	 	26-3773086
	 	 	 
	 	 	 	 	 	 	 	 
	JMI	 	Motores Jakel de Mexico S. de R.L. de C.V.
	 	 	99.9	%	 	Mexico	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	RBHBV	 	Regal Beloit Finance BV
	 	 	100	%	 	Netherlands	 	 
	RBHBV	 	Dutchi Holding N.V.
	 	 	100	%	 	Netherlands	 	09035812
	RBHBV	 	Elco Group BV
	 	 	55	%	 	Netherlands	 	 
	RBHBV	 	Rotor Beheer BV
	 	 	100	%	 	Netherlands	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	RBFIN	 	RBC Australia Holding Company Pty. Limited
	 	 	100	%	 	Australia	 	 
	RBFIN	 	Fasco Motors Thailand Ltd.
	 	11,100,644 shares	 	Thailand	 	 
	RBFIN	 	Dutch Horizon I, LLC
	 	 	100	%	 	Wisconsin	 	Applied for
	RBFIN	 	Dutch Horizon II, LLC
	 	 	100	%	 	Wisconsin	 	Applied for
	RBFIN	 	Dutch Horizon III, LLC
	 	 	100	%	 	Wisconsin	 	Applied for
	RBFIN	 	Dutch Horizon IV, LLC
	 	 	100	%	 	Wisconsin	 	Applied for
	RBFIN	 	Dutch Horizon V, LLC
	 	 	100	%	 	Wisconsin	 	Applied for
	RBFIN	 	Dutch Horizon VI, LLC
	 	 	100	%	 	Wisconsin	 	Applied for
	RBFIN	 	RBC Foreign Manufacturing B.V.
	 	 	100	%	 	Netherlands	 	 
	RBFIN	 	Calamsar Investments Limited
	 	 	100	%	 	Cyprus	 	 
	RBFIN	 	Marathon Electric Motors (India) Limited
	 	 	99	%	 	India	 	U29120WB2004PLC098278
	RBFIN	 	Transmission Australia Pty., Ltd.
	 	 	5	%	 	Australia	 	 






 


 









 







	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	State/Place of	 	FEIN # or
	Parent	 	Subsidiary	 	Percent Owned	 	 	Incorporation	 	Business#
	RBFBV	 	Compania Armadora S. de R.L. de C.V. (CASA)
	 	 	.1	%	 	Mexico	 	98-0388864
	RBFBV	 	Sociedad de Motores Domesticos S. de R.L. de C.V. (SMD)
	 	 	.1	%	 	Mexico	 	98-0388865
	RBFBV	 	Capacitares Components de Mexico S. de R.L.de C.V. (CAPCOM)
	 	 	.1	%	 	Mexico	 	98-0388863
	RBFBV	 	Marathon Electric Manufacturing of Mexico, S. de R.L. de C.V.
	 	 	.003	%	 	Mexico	 	98-0489158
	RBFBV	 	RBC Holding LLC
	 	 	100	%	 	Wisconsin	 	 
	RBFBV	 	Motores Domesticos de Piedras Negras S. de R.L. de C.V.
	 	 	0.1	%	 	Mexico	 	 
	RBFBV	 	Regal-Beloit Mexico Holding S. de R.L. de C.V.
	 	 	0.1	%	 	Mexico	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	FMTL	 	Fasco Yamabishi Co., Ltd.
	 	529,994 shares	 	 	Thailand	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	RBCAH	 	Fasco Australia Pty. Ltd.
	 	 	100	%	 	Australia	 	 
	RBCAH	 	CMG Engineering Group Pty Ltd
	 	 	100	%	 	Australia	 	 
	RBCAH	 	AFMC Holdings Pty. Ltd.
	 	 	100	%	 	Australia	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	FAPL	 	Fasco Australia Services Pty. Ltd.
	 	 	100	%	 	Australia	 	 
	FAPL	 	In Motion Technologies Pty Limited
	 	 	100	%	 	Australia	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	IMT	 	Ebike Australia Pty. Ltd.
	 	 	100	%	 	Australia	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	DHI	 	Fasco Motors Thailand Ltd.
	 	1 share	 	 	Thailand	 	 
	DHI	 	Fasco Yamabishi Co., Ltd.
	 	1 share	 	 	Thailand	 	 
	DHI	 	Marathon Electric Motors (India) Limited
	 	1 share	 	 	India	 	U2910WB2004PLC098278
	 	 	 
	 	 	 	 	 	 	 	 	 
	DHII	 	Fasco Motors Thailand Ltd.
	 	1 share	 	 	Thailand	 	 
	DHII	 	Fasco Yamabishi Co., Ltd.
	 	1 share	 	 	Thailand	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	DHIII	 	Fasco Motors Thailand Ltd.
	 	1 share	 	 	Thailand	 	 
	DHIII	 	Fasco Yamabishi Co., Ltd.
	 	1 share	 	 	Thailand	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	DHIV	 	Fasco Motors Thailand Ltd.
	 	1 share	 	 	Thailand	 	 
	DHIV	 	Fasco Yamabishi Co., Ltd.
	 	1 share	 	 	Thailand	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	DHV	 	Fasco Motors Thailand Ltd.
	 	1 share	 	 	Thailand	 	 
	DHV	 	Fasco Yamabishi Co., Ltd.
	 	1 share	 	 	Thailand	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	DHVI	 	Fasco Motors Thailand Ltd.
	 	1 share	 	 	Thailand	 	 
	DHVI	 	Fasco Yamabishi Co., Ltd.
	 	1 share	 	 	Thailand	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	MMI	 	Morrill Electric, Inc.
	 	 	100	%	 	Indiana	 	62-0678592
	MMI	 	Shell Molding Corporation
	 	 	100	%	 	Indiana	 	35-1411619
	MMI	 	Morrill Global, Inc.
	 	 	100	%	 	Tennessee	 	83-0357023
	MMI	 	Morrill Motors (Jiaxing) Co., Ltd.
	 	 	100	%	 	China	 	330411751172372
	 	 	 
	 	 	 	 	 	 	 	 
	JCHL	 	Wuxi Hwada Motor Co., Ltd.
	 	 	55	%	 	China	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	GDIL	 	Wuxi Hwada Motor Co., Ltd.
	 	 	45	%	 	China	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	DHNV	 	Dutchi Motors B.V.
	 	 	100	%	 	Netherlands	 	09023767
	 	 	 
	 	 	 	 	 	 	 	 
	DMBV	 	Dutchi Danmark A/S
	 	 	40	%	 	Denmark	 	31176662






 


 









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	State/Place of	 	FEIN # or
	Parent	 	Subsidiary	 	Percent Owned	 	 	Incorporation	 	Business#
	RBHLLC	 	Regal-Beloit Asia Pte. Ltd.
	 	 	100	%	 	Singapore	 	20-1461167
	 	 	 
	 	 	 	 	 	 	 	 
	CMGE	 	CMG Engineering Pty., Ltd.
	 	 	100	%	 	Australia	 	 
	CMGE	 	CMG Technology Pty., Ltd.
	 	 	100	%	 	Australia	 	 
	CMGE	 	CMG International Pty., Ltd.
	 	 	100	%	 	Australia	 	 
	CMGE	 	Sankey Australia Pty., Ltd.
	 	 	100	%	 	Australia	 	 
	CMGE	 	Transmission Australia Pty., Ltd.
	 	 	95	%	 	Australia	 	 
	CMGE	 	Torin Industries Pty., Ltd.
	 	 	100	%	 	Australia	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	CMGI	 	CMG Electric Motors (NZ) Limited
	 	 	100	%	 	New Zealand	 	 
	CMGI	 	CMG Electric Motors (UK) Limited
	 	 	100	%	 	United Kingdom	 	 
	CMGI	 	CMG Electric Motors (Asia Pacific) Pte. Ltd.
	 	 	100	%	 	Singapore	 	 
	CMGI	 	CMG Electric Motors (Isreal) Ltd.
	 	 	100	%	 	Israel	 	 
	CMGI	 	CMG Electric Motors South Africa
	 	 	60	%	 	South Africa	 	 
	CMGI	 	CMG Electric Motors (Malaysia) Sdn. Bhd.
	 	 	100	%	 	Malaysia	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	TRANS	 	OBA (NZ) Ltd.
	 	 	100	%	 	New Zealand	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	TORIN	 	Torin Industries (Malaysia) Sdn. Bhd.
	 	 	100	%	 	Malaysia	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	CMGP	 	CMG Electric Motors Trading (Shanghai) Company Ltd.
	 	 	100	%	 	China	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	CIL	 	Marathon Electric India Private Limited (formerly GEMI)
	 	 	99.999	%	 	India	 	98-0375565
	 	 	 
	 	 	 	 	 	 	 	 
	ELCO	 	Elco Motors Asia PTE Limited
	 	 	100	%	 	Singapore	 	 
	ELCO	 	Elco E-Trade Srl
	 	 	100	%	 	Italy	 	 
	ELCO	 	Elco Motors FZE
	 	 	100	%	 	Dubai	 	 
	ELCO	 	Elco The Netherlands BV
	 	 	100	%	 	Netherlands	 	 
	ELCO	 	Elco Direct Limited
	 	 	100	%	 	United Kingdom	 	 
	ELCO	 	Elco China Limited
	 	 	100	%	 	China	 	 
	ELCO	 	Elco Motores Espana SA
	 	 	100	%	 	Spain	 	 
	ELCO	 	Elco Motors, Inc.
	 	 	100	%	 	Canada	 	 
	ELCO	 	Elco Do Brazil Ltda.
	 	 	70	%	 	Brazil	 	 
	ELCO	 	Elco Colombo & Compania SA de CV
	 	 	80	%	 	Mexico	 	 
	ELCOE	 	Elco BG Property EOCD
	 	 	100	%	 	Bulgaria	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	ELCOBV	 	Newco Elco Russia
	 	 	100	%	 	Russia	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	ELCOCL	 	Dong Guan Elco Mechanical & Electrical Equipment Ltd Co
	 	 	100	%	 	China	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	ELCOSA	 	Elco de Colombia SAS
	 	 	100	%	 	Colombia	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	UNI	 	Unico Deutschland GmbH
	 	 	100	%	 	Germany	 	 
	UNI	 	Unico (UK) Ltd.
	 	 	100	%	 	United Kingdom	 	 
	UNI	 	Unicoven CA
	 	 	100	%	 	Venezuela	 	 
	UNI	 	Unico Japan Co. Ltd.
	 	 	100	%	 	Japan	 	 
	UNI	 	Unico China Automation Co. Ltd.
	 	 	100	%	 	China	 	 
	UNI	 	Unico Canada Drives & Systems Inc.
	 	 	100	%	 	Canada	 	 
	UNI	 	Unico de Mexico Srl de CV
	 	 	99.97	%	 	Mexico	 	 
	UNI	 	Unico Mexico LLC
	 	 	100	%	 	Mexico	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	UNIMLLC	 	Unico de Mexico Srl de CV
	 	 	0.03	%	 	Mexico	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	UNIM	 	Technojar-Unico de Mexico Srl de CV
	 	 	75.2	%	 	Mexico	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	ROTOR	 	Rotor B.V.
	 	 	100	%	 	Netherlands	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	ROTBV	 	Rotor U.K. Limited
	 	 	100	%	 	United Kingdom	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	AFMC	 	Australian Fan and Motor Company Pty. Ltd.
	 	 	100	%	 	Australia	 	 
	AFMC	 	Technical Motor Company Pty. Ltd.
	 	 	100	%	 	Australia	 	 







 


 









 







SCHEDULE 9.13

ENVIRONMENTAL MATTERS




None





 


 









 






SCHEDULE 10.7

EXISTING DEBT




	 	 	 	 	 
	 	 	Current balance as of	 
	Location / Loan With	 	June 4, 2011	 
	Durst Division / Alliant Energy (plant efficiency improvements)
	 	$	96,103.00	 
	RBC Manufacturing Corporation/ GE Capital Finance (Hawker
850XP aircraft) (guaranteed by Regal-Beloit Corporation and
Regal-Beloit Flight Service, Inc.)
	 	$	8,044,170.00	 
	RBC Manufacturing Corporation / Benton County (MO Industrial
Development Revenue Bond) Series 2001
	 	$	1,800,000.00	 
	RBC Manufacturing Corporation / Benton County (MO Industrial
Development Revenue Bond) Series 2002
	 	$	1,000,000.00	 
	Wuxi Hwada Motor Co., Ltd. / Bank of America, N.A.
	 	$	1,000,000.00	 
	Wuxi Hwada Motor Co., Ltd. / Bank of America, N.A.
	 	$	1,000,000.00	 
	Wuxi Hwada Motor Co., Ltd. / JPMorgan Chase Bank, N.A.
	 	$


¥	1,078,034.28
 USD Equivalent 
7,000,000.00	 
	Regal-Beloit Corporation / Term Loan with Bank of America,
N.A. (guaranteed by certain subsidiaries of Regal-Beloit
Corporation)
	 	$	165,000,000.00	 
	Regal-Beloit Corporation / Private Placement Tranche A
(guaranteed by certain subsidiaries of Regal-Beloit
Corporation)
	 	$	150,000,000.00	 
	Regal-Beloit Corporation / Private Placement Tranche B
(guaranteed by certain subsidiaries of Regal-Beloit
Corporation)
	 	$	100,000,000.00	 
	Regal-Beloit
Corporation / Bank of America, N.A. Revolver EURO BORROWING
	 	$	2,844,545.00	 
	 
	 	€	USD Equivalent
  2,000,000.00	 
	Marathon Electric Motors (India) Limited / HSBC Hong Kong
	 	$



	1,115,573.40

 USD Equivalent
 INR 50,000,000.00	 
	Marathon Electric Motors (India) Limited / HSBC Hong Kong
	 	$



	6,532,632.61 
USD Equivalent 
INR 292,792,594.00	 
	Total
	 	$	439,511,058.29	 







 


 









 







SCHEDULE 10.8

EXISTING LIENS





	1.	 	Series 2001 and Series 2002 Benton County, MO Industrial Development Revenue Bonds are
secured by (i) land and buildings at the Lincoln, Missouri motor manufacturing facility, and
(ii) a small amount of machinery and equipment purchased with the remainder of the bond
proceeds.
	 
	2.	 	Aircraft financed by GE Capital.
	 
	3.	 	See attached chart:





 


 









 





REGAL-BELOIT CORPORATION




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	FILE	 	FILING	 	SUMMARY COLLATERAL	 	ADDITIONAL
	JURISDICTION	 	SECURED PARTY	 	NUMBER	 	DATE	 	DESCRIPTION	 	FILINGS
	Wisconsin

	 	Essex Group, Inc.
	 	 	050014615522	 	 	10/10/2005
	 	Consigned goods consisting
of Essex Group, Inc.,
manufactured magnet wire
and other sourced products
including insulation,
bearings and miscellaneous
electric motor repair
supplies as per consigned
inventory agreement,
including all proceeds
derived therefrom.
	 	Amendment
#060001880724 filed
02/03/2006 changing
Debtor name.



Continuation
#100009091928 filed
07/27/2010.
	Wisconsin

	 	Gelco Corporation

DBA GE Fleet

Services
	 	 	060007828530	 	 	05/22/2006
	 	Certain forklifts.
	 	Continuation
#110003710314 filed
03/29/2011.
	Wisconsin

	 	Banc of America
Leasing & Capital,
LLC
	 	 	060010405111	 	 	07/06/2006
	 	Certain equipment.	 	 
	Wisconsin

	 	General Electric

Capital Corporation
	 	 	060013861524	 	 	09/19/2006
	 	Certain computer equipment.
	 	Continuation
#110003508218 filed
03/24/2011.
	Wisconsin

	 	IBM Credit LLC
	 	 	060014543320	 	 	10/02/2006
	 	Certain computer equipment
and related software.	 	 
	Wisconsin

	 	Magid Glove &
Safety Mfg. Company
LLC
	 	 	060015957128	 	 	11/01/2006
	 	All Debtor’s inventory of
goods now or hereafter
acquired by Debtor and
financed by Magid Glove &
Safety Mfg. Company LLC.
This consists of work
gloves, safety clothing
and safety products.	 	 






 


 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	FILE	 	FILING	 	SUMMARY COLLATERAL	 	ADDITIONAL
	JURISDICTION	 	SECURED PARTY	 	NUMBER	 	DATE	 	DESCRIPTION	 	FILINGS
	Wisconsin

	 	IBM Credit LLC
	 	 	060017658835	 	 	12/08/2006
	 	Certain computer equipment
and related software.	 	 
	Wisconsin

	 	Progressive
Machinery Inc.
	 	 	070007828025	 	 	05/30/2007
	 	Hyundai-Kia KBN-135
Horizontal Machining
Center — Serial Number
0089.	 	 
	Wisconsin

	 	Banc of America
Leasing & Capital,
LLC
	 	 	070008801320	 	 	06/19/2007
	 	Certain equipment.	 	 
	Wisconsin

	 	Banc of America
Leasing & Capital,
LLC
	 	 	070009906327	 	 	07/12/2007
	 	Certain equipment.	 	 
	Wisconsin

	 	IBM Credit LLC
	 	 	070017568734	 	 	12/26/2007
	 	Certain computer equipment
and related software.	 	 
	Wisconsin

	 	IBM Credit LLC
	 	 	070017620521	 	 	12/27/2007
	 	Certain computer equipment
and related software.	 	 
	Wisconsin

	 	IBM Credit LLC
	 	 	070017707628	 	 	12/28/2007
	 	Certain computer equipment
and related software.	 	 
	Wisconsin

	 	Industrial
Distribution Group,
Inc.
	 	 	080001338823	 	 	01/25/2008
	 	Non-durable tooling
located at 1000 Lanton
Road, West Plains, MO
65775.	 	 
	Wisconsin

	 	Toyota Motor Credit

Corporation
	 	 	080001814822	 	 	02/05/2008
	 	Certain Toyota forklift
with accessories.	 	 
	Wisconsin

	 	Toyota Motor Credit

Corporation
	 	 	080001815217	 	 	02/05/2008
	 	Certain Toyota forklift
with accessories.	 	 
	Wisconsin

	 	Toyota Motor Credit

Corporation
	 	 	080003630416	 	 	03/17/2008
	 	Certain Toyota forklift
with accessories.	 	 
	Wisconsin

	 	NMHG Financial
Services, Inc.
	 	 	080005109116	 	 	04/14/2008
	 	Certain equipment.	 	 
	Wisconsin

	 	Toyota Motor Credit

Corporation
	 	 	080005723017	 	 	04/24/2008
	 	Certain Toyota reach
trucks with accessories.	 	 






 


 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	FILE	 	FILING	 	SUMMARY COLLATERAL	 	ADDITIONAL
	JURISDICTION	 	SECURED PARTY	 	NUMBER	 	DATE	 	DESCRIPTION	 	FILINGS
	Wisconsin

	 	Toyota Motor Credit

Corporation
	 	 	080008553930	 	 	06/16/2008
	 	Certain Toyota forklift
with accessories.	 	 
	Wisconsin

	 	Toyota Motor Credit

Corporation
	 	 	080012752623	 	 	09/11/2008
	 	Certain Toyota forklift
with accessories.	 	 
	Wisconsin

	 	IBM Credit LLC
	 	 	080013315922	 	 	09/23/2008
	 	Certain computer equipment
and related software.	 	 
	Wisconsin

	 	Toyota Motor Credit

Corporation
	 	 	080015847429	 	 	11/17/2008
	 	Certain Toyota electric
pallet truck with
accessories.	 	 
	Wisconsin

	 	NSK Corporation
	 	 	080017332521	 	 	12/23/2008
	 	Any consigned inventory
that is in possession of
the Debtor that is owned
by NSK Corporation.	 	 
	Wisconsin

	 	NSK Corporation
	 	 	080017416827	 	 	12/26/2008
	 	Any consigned inventory
that is in possession of
the Debtor that is owned
by NSK Corporation.	 	 
	Wisconsin

	 	Toyota Motor Credit

Corporation
	 	 	090000229013	 	 	01/07/2009
	 	Certain Toyota reach truck
with accessories.	 	 
	Wisconsin

	 	Toyota Motor Credit

Corporation
	 	 	090001012206	 	 	01/23/2009
	 	Certain Toyota electric
pallet truck with
accessories.	 	 
	Wisconsin

	 	IBM Credit LLC
	 	 	090002236619	 	 	02/20/2009
	 	Certain computer equipment
and related software.	 	 
	Wisconsin

	 	Dell Financial
Services L.L.C.
	 	 	090002461316	 	 	02/26/2009
	 	Certain computer
equipment, peripherals and
other equipment and
related software.	 	 
	Wisconsin

	 	General Electric

Capital Corporation
	 	 	090004316216	 	 	04/08/2009
	 	Certain equipment.	 	 






 


 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	FILE	 	FILING	 	SUMMARY COLLATERAL	 	ADDITIONAL
	JURISDICTION	 	SECURED PARTY	 	NUMBER	 	DATE	 	DESCRIPTION	 	FILINGS
	Wisconsin

	 	MB Financial Bank
N.A.
	 	 	090010365116	 	 	08/27/2009
	 	Certain equipment.
	 	Amendment
#100000023510
filed 01/04/2010
adding collateral. 



Assignment
#100002062818 filed
02/19/2010.
	Wisconsin

	 	MB Financial Bank
N.A.
	 	 	090011327418	 	 	09/22/2009
	 	Certain equipment.
	 	Amendment
#090013736727
filed 11/20/2009
adding collateral. 



Assignment
#100002062616 filed
02/19/2010.
	Wisconsin

	 	MB Financial Bank
N.A.
	 	 	090011327519	 	 	09/22/2009
	 	Certain equipment.
	 	Amendment
#090013736929
filed 11/20/2009
adding collateral. 



Assignment
#100002062717 filed
02/19/2010.
	Wisconsin

	 	NMHG Financial
Services, Inc.
	 	 	090012380115	 	 	10/16/2009
	 	Certain equipment.	 	 
	Wisconsin

	 	MB Financial Bank
N.A.
	 	 	090013648931	 	 	11/18/2009
	 	Certain equipment.
	 	Amendment
#100000023207
filed 01/04/2010
adding collateral. 



Assignment
#100002062414 filed
02/19/2010.






 


 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	FILE	 	FILING	 	SUMMARY COLLATERAL	 	ADDITIONAL
	JURISDICTION	 	SECURED PARTY	 	NUMBER	 	DATE	 	DESCRIPTION	 	FILINGS
	Wisconsin

	 	MB Financial Bank
N.A.
	 	 	090014673223	 	 	12/16/2009
	 	Certain equipment.
	 	Amendment
#100000988732
filed 01/26/2010
adding collateral.



Assignment
#100002063314 filed
02/19/2010.
	Wisconsin

	 	IBM Credit LLC
	 	 	100000116917	 	 	01/05/2010
	 	Certain computer equipment
and related software.	 	 
	Wisconsin

	 	Toyota Motor Credit

Corporation
	 	 	100001458018	 	 	02/05/2010
	 	Certain Toyota forklift
with accessories.	 	 
	Wisconsin

	 	Banc of America
Leasing & Capital,
LLC
	 	 	100004056823	 	 	04/05/2010
	 	Certain equipment.	 	 
	Wisconsin

	 	Dell Financial
Services L.L.C.
	 	 	100005175018	 	 	04/28/2010
	 	Certain computer
equipment, peripherals and
other equipment and
related software.	 	 
	Wisconsin

	 	MB Financial Bank
N.A.
	 	 	100005553422	 	 	05/06/2010
	 	Certain equipment.
	 	Amendment
#100007446021 filed
06/16/2010 adding
collateral. 



Assignment
#100011280719 filed
09/22/2010.
	Wisconsin

	 	Raymond Leasing

Corporation
	 	 	100007193121	 	 	06/10/2010
	 	Certain equipment.	 	 
	Wisconsin

	 	IBM Credit LLC
	 	 	100008134117	 	 	07/01/2010
	 	Certain computer equipment
and related software.	 	 






 


 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	FILE	 	FILING	 	SUMMARY COLLATERAL	 	ADDITIONAL
	JURISDICTION	 	SECURED PARTY	 	NUMBER	 	DATE	 	DESCRIPTION	 	FILINGS
	Wisconsin

	 	MB Financial Bank
N.A.
	 	 	100008834831	 	 	07/21/2010
	 	Certain equipment.
	 	Amendment
#100011097725
filed 09/17/2010
adding collateral. 



Assignment
#100011283318 filed
09/22/2010.
	Wisconsin

	 	Dell Financial
Services L.L.C.
	 	 	100009100212	 	 	07/27/2010
	 	Certain computer
equipment, peripherals and
other equipment and
related software.	 	 
	Wisconsin

	 	IBM Credit LLC
	 	 	100009264425	 	 	07/30/2010
	 	Certain computer equipment
and related software.	 	 
	Wisconsin

	 	MB Financial Bank
N.A.
	 	 	100010029820	 	 	08/19/2010
	 	Certain equipment.
	 	Amendment
#100011082921
filed 09/17/2010
adding collateral. 



Assignment
#100011283419 filed
09/22/2010.
	Wisconsin

	 	Raymond Leasing

Corporation
	 	 	100010071615	 	 	08/20/2010
	 	Certain equipment.	 	 
	Wisconsin

	 	MB Financial Bank
N.A.
	 	 	100010750013	 	 	09/09/2010
	 	Certain equipment.
	 	Amendment
#100011082618
filed 09/17/2010
adding collateral. 



Assignment
#100011270314 filed
09/22/2010.






 


 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	FILE	 	FILING	 	SUMMARY COLLATERAL	 	ADDITIONAL
	JURISDICTION	 	SECURED PARTY	 	NUMBER	 	DATE	 	DESCRIPTION	 	FILINGS
	Wisconsin

	 	Meridian Leasing

Corporation
	 	 	100011936929	 	 	10/07/2010
	 	Certain equipment.
	 	Amendment
#100012586325
filed 10/22/2010
adding collateral.
	Wisconsin

	 	Cisco Systems

Capital Corporation
	 	 	100012883931	 	 	10/29/2010
	 	Certain (i) equipment,
(ii) insurance, warranty,
rental and other claims
and rights to payment and
chattel paper arising out
of such equipment, and
(iii) related books,
records and proceeds.	 	 
	Wisconsin

	 	MB Financial Bank
N.A.
	 	 	100013441518	 	 	11/12/2010
	 	Certain equipment.
	 	Amendment
#100014474121
filed 12/09/2010
adding collateral. 



Assignment
#110003131816 filed
03/16/2011.
	Wisconsin

	 	MB Financial Bank
N.A.
	 	 	100014703924	 	 	12/15/2010
	 	Certain equipment.
	 	Amendment
#100014981831
filed 12/22/2010
adding collateral. 



Assignment
#110003132110 filed
03/16/2011.
	Wisconsin

	 	IBM Credit LLC
	 	 	100015399835	 	 	12/31/2010
	 	Certain computer equipment
and related software.	 	 
	Wisconsin

	 	MB Financial Bank
N.A.
	 	 	110000269421	 	 	01/07/2011
	 	Certain equipment.
	 	Assignment
#110003131513 filed
03/16/2011.






 


 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	FILE	 	FILING	 	SUMMARY COLLATERAL	 	ADDITIONAL
	JURISDICTION	 	SECURED PARTY	 	NUMBER	 	DATE	 	DESCRIPTION	 	FILINGS
	Wisconsin

	 	MB Financial Bank
N.A.
	 	 	110001987732	 	 	02/17/2011
	 	Certain equipment.
	 	Amendment
#110002266925
filed 02/24/2011
adding collateral.



Assignment
#110003132312 filed
03/16/2011.
	Wisconsin

	 	Dell Financial
Services L.L.C.
	 	 	110003469022	 	 	03/23/2011
	 	Certain computer
equipment, peripherals and
other equipment and
related software.
	 	Amendment
#110003471116 filed
03/23/2011 amending
collateral.
	Wisconsin

	 	GELCO Corporation

DBA GE Fleet

Services
	 	 	110003676224	 	 	03/29/2011
	 	Certain equipment.
	 	Amendment
#110003754120 filed
03/30/2011 amending
collateral.
	Wisconsin

	 	Toyota Motor Credit

Corporation
	 	 	110004579934	 	 	04/15/2011
	 	Certain Toyota forklift.	 	 
	Wisconsin

	 	VFS US LLC
Kirk Nationalease
Co.
	 	 	050012249826	 	 	08/18/2005
	 	Certain equipment and/or
vehicles.
	 	Continuation
#100009738936 filed
08/11/2010.






 


 









 





REGAL-BELOIT ELECTRIC MOTORS, INC. (N/K/A RBC MANUFACTURING CORPORATION)




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	FILE	 	FILING	 	SUMMARY COLLATERAL	 	ADDITIONAL
	JURISDICTION	 	SECURED PARTY	 	NUMBER	 	DATE	 	DESCRIPTION	 	FILINGS
	Wisconsin

	 	General Electric

Capital Corporation
	 	 	050003998938	 	 	03/18/2005
	 	Various 2001 Other
Machine Tool model
Various Machine
Tools Machining
Center and various
pieces of
Manufacturing
Equipment located
at 2401 East
Sunshine Street,
Springfield, MO
65804.
	 	Continuation
#090013674728 filed
11/18/2009.






MARATHON ELECTRIC MANUFACTURING CORPORATION (N/K/A RBC MANUFACTURING CORPORATION)




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	FILE	 	FILING	 	SUMMARY COLLATERAL	 	ADDITIONAL
	JURISDICTION	 	SECURED PARTY	 	NUMBER	 	DATE	 	DESCRIPTION	 	FILINGS
	Wisconsin

	 	Benton County,

Missouri
	 	 	010001743823	 	 	09/06/2001
	 	Equipment and
fixtures financed
in whole or in part
by that certain
Lease Agreement
dated as of August
1, 2001, between
Benton County,
Missouri and Leeson
Electric
Corporation and
assigned to U.S.
Bank National
Association, as
trustee.
	 	Amendment
#070000953320 filed
01/19/2007 changing
Debtor name.






 


 









 





RBC MANUFACTURING CORPORATION




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	FILE	 	FILING	 	SUMMARY COLLATERAL	 	ADDITIONAL
	JURISDICTION	 	SECURED PARTY	 	NUMBER	 	DATE	 	DESCRIPTION	 	FILINGS
	Wisconsin

	 	Air Liquide
Industrial U.S. LP
	 	 	110000972422	 	 	01/24/2011
	 	4,500 Gallon
Hydrogen Vessel
(Serial # 102) with
3 vaporizers 



15,900 Gallon
Nitrogen Vessel
(Serial # C-40180 )
with 4 vaporizers,
telemetry units and
misc. equipment.	 	 






REGAL-BELOIT FLIGHT SERVICE, INC.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	FILE	 	FILING	 	SUMMARY COLLATERAL	 	ADDITIONAL
	JURISDICTION	 	SECURED PARTY	 	NUMBER	 	DATE	 	DESCRIPTION	 	FILINGS
	Wisconsin

	 	VFS Financing, Inc.
	 	 	060015751827	 	 	10/27/2006
	 	Certain aircraft
and other related
property.
	 	Amendment
#060015953023 filed
11/01/2006 adding
collateral.






HUB CITY, INC.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	FILE	 	FILING	 	SUMMARY COLLATERAL	 	ADDITIONAL
	JURISDICTION	 	SECURED PARTY	 	NUMBER	 	DATE	 	DESCRIPTION	 	FILINGS
	Delaware

	 	Best Business

Products
	 	 	20082724522	 	 	08/08/2008
	 	Certain Konica Minolta
copiers, printers and
fax machines.	 	 
	Delaware

	 	Mazak Corporation
	 	 	20110101553	 	 	01/10/2011
	 	Mazak Machine SN 224094.	 	 





 


 









 





ORRILL MOTORS, INC.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FILING	 	SUMMARY COLLATERAL	 	ADDITIONAL
	JURISDICTION	 	SECURED PARTY	 	FILE NUMBER	 	DATE	 	DESCRIPTION	 	FILINGS
	Indiana

	 	US Bancorp
	 	 	200700006806887	 	 	07/18/2007
	 	Certain equipment.	 	 
	Indiana

	 	Air Liquide
Industrial U.S. LP
	 	 	200900000950813	 	 	02/03/2009
	 	9,000 Gallon Nitrogen

Vessel Serial #5629

Vaporizer Serial # F5680-1-1

Telemetry Serial # 20029642


3,000 Gallon Argon Vessel

Serial #4838

Vaporizor Serial #5196-2

Telemetry Serial #20017832
	 	 
	Indiana

	 	Air Liquide
Industrial U.S. LP
	 	 	200900005043942	 	 	06/17/2009
	 	9,000 Gallon Nitrogen
Vessel Serial #L1426.	 	 






UNICO, INC.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	FILE	 	FILING	 	SUMMARY COLLATERAL	 	ADDITIONAL
	JURISDICTION	 	SECURED PARTY	 	NUMBER	 	DATE	 	DESCRIPTION	 	FILINGS
	Wisconsin

	 	JPMorgan Chase
Bank, N.A.
	 	 	080005665527	 	 	04/23/2008
	 	Certain assets
located now or in
the future in or
upon the real
property commonly
known as 3725
Nicholson Rd.,
Franksville, WI
53126.	 	 







 


 









 







SCHEDULE 10.9

EXISTING PARTNERSHIP AND JOINT VENTURE INVESTMENTS




Certain partnerships and joint ventures are set forth on Schedule 9.8.


 


 









 





SCHEDULE 14.3

ADDRESSES FOR NOTICES




REGAL-BELOIT CORPORATION

200 State Street

Beloit, Wisconsin 53511

Attention: Chief Financial Officer

Telephone: (608) 364-8800

Facsimile: (608) 364-8818

Website: www.regal-beloit.com

U.S. Taxpayer Identification Number: 39-0875718




JPMORGAN CHASE BANK, N.A., as Issuing Bank

(for Letter of Credit Issuances, Amendments, etc.)

10 S. Dearborn, 7th Floor

Chicago, IL 60603

Attention: Debra Williams

Telephone: 312-732-2590

Facsimile: 312-385-7107




BANK OF AMERICA, N.A., as Issuing Bank

(for Letter of Credit Issuances, Amendments, etc.)

Standby LC Dept

100 W Temple St.

Mail Code: CA9-705-07-05

Los Angeles CA 90012-1514

Attention: Stella Rosales

Telephone: (213) 481-7828

Facsimile: (213) 457-8841




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

(for payments and Requests for Credit Extensions in Dollars)

10 S. Dearborn, 7th Floor

Chicago, IL 60603

Attention: Nan Wilson

Telephone: 312-385-7084

Facsimile: 888-292-9533

Electronic Mail: jpm.agency.servicing.4@jpmchase.com

JPMorgan Chase Bank N.A.

Account No.: 9008113381C3819

Acct Name: LS2 Incoming Account

Ref: Washington Post

ABA# 021000021



 


 









 






JPMORGAN EUROPE LIMITED, as Administrative Agent’s Affiliate 

(for payments and Requests for Credit Extensions in other currencies)

125 London Wall, Floor 09

London, EC2Y 5AJ United Kingdom

Attention: Sue Dalton

Telephone: 44 207 7772434

Facsimile: 44 207 7772360

Electronic Mail: sue.r.dalton@jpmchase.com




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

(Other Notices as Administrative Agent)

10 South Dearborn

Floor 9, Suite IL1-0364

Chicago, IL 60603

Attention: Dana Moran

Telephone: 312-732-8159

Facsimile: 312-212-5914




JPMORGAN CHASE BANK, N.A., Bank

10 South Dearborn

Floor 9, Suite IL1-0364

Chicago, IL 60603

Attention: Dana Moran

Telephone: 312-732-8159

Facsimile: 312-212-5914



 


 









 





EXHIBIT A



FORM OF NOTE




June 30, 2011




FOR VALUE RECEIVED, the undersigned, REGAL-BELOIT CORPORATION (the “Company”),
promises to pay to the order of                      (the “Bank”) the aggregate
unpaid principal amount of all Loans made by the Bank to the Company pursuant to the Credit
Agreement dated as of June 30, 2011 (as amended, restated or otherwise modified from time to time,
the “Credit Agreement”) among the Company, various subsidiaries thereof, various financial
institutions and JPMorgan Chase Bank, N.A., as Administrative Agent, on the dates and in the
amounts provided in the Credit Agreement. The Company further promises to pay interest on the
unpaid principal amount of the Loans evidenced hereby from time to time at the rates, on the dates,
and otherwise as provided in the Credit Agreement.



The Bank is authorized to endorse the amount and the date on which each Loan is made and each
payment of principal with respect thereto on the schedules annexed hereto and made a part hereof or
on continuations thereof which shall be attached hereto and made a part hereof; provided that any
failure to endorse such information on such schedule or continuation thereof shall not in any
manner affect any obligation of the Company under the Credit Agreement or this Note.



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



Terms defined in the Credit Agreement are used herein with their defined meanings therein
unless otherwise defined herein. This Note shall be governed by, and construed and interpreted in
accordance with, the laws of the State of Illinois applicable to contracts made and to be performed
entirely within such State.



IN WITNESS WHEREOF, the Company has caused this Note to be duly executed and delivered as of
the day and year first above written.



	 	 	 	 	 
	 	REGAL-BELOIT CORPORATION

 	 
	 	By:  	 	 
	 	 	Name Printed: 	 	 
	 	 	Title:  	 	 
	 



 


 









 





Schedule Attached to Note dated                     ,
 _____ 

 of REGAL-BELOIT CORPORATION payable to the order of
                                        .



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Type and	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Amount of	 	 	Currency of	 	 	Interest Period	 	 	Amount	 	 	Notation	 
	Date	 	 	Loan	 	 	Loan	 	 	(if applicable)	 	 	Repaid	 	 	Made By	 






 


 









 







EXHIBIT B


FORM OF REGAL-BELOIT CORPORATION

COMPLIANCE CERTIFICATE

for period ended                      (the “Computation Date”)




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




Please refer to the Credit Agreement dated as of June 30, 2011 (as amended, restated or
otherwise modified from time to time, the “Credit Agreement”) among Regal-Beloit
Corporation (the “Company”), various subsidiaries thereof, various financial institutions
and JPMorgan Chase Bank, N.A., as Administrative Agent. Capitalized terms used but not otherwise
defined herein are used as defined in the Credit Agreement.



The Company hereby certifies and warrants to you that attached hereto are (i) true and correct
computations as of the Computation Date of the financial ratios and restrictions set forth in
Section 10.6 of the Credit Agreement and (ii) a list of all Subsidiaries created, acquired or
disposed of since the most recent compliance certificate delivered pursuant to Section 10.1.3(i) of
the Credit Agreement.



The undersigned has not become aware of any Event of Default or Unmatured Event of Default
that existed on the Computation Date or that exists on the date of delivery to the Administrative
Agent of this Compliance Certificate[, except                                         ].



IN WITNESS WHEREOF, the Company has caused this Compliance Certificate to be executed and
delivered by its duly authorized officer on                                         , 20    .



	 	 	 	 	 
	 	REGAL-BELOIT CORPORATION

 	 
	 	By:  	 	 
	 	 	Title 	 




 


 









 







ATTACHMENT 1

10.6.1 MAXIMUM FUNDED DEBT TO EBITDA RATIO




	 	 	 	 	 	 	 	 	 
	1. Funded Debt
	 	 	 	 	 	$	                    	 
	2. (a) Net income
	 	$	                    	 	 	 	 	 
	(b) Extraordinary losses (gains)
	 	$	                    	 	 	 	 	 
	(c) Non-recurring Acquisition or disposition
charges1 [detail name and date of
Acquisition or disposition and type of charge]
	 	$	                    	 	 	 	 	 
	(d) Other non-recurring charges2 [describe]
	 	$	                    	 	 	 	 	 
	(e) Net income attributable to noncontrolling
interests, net of tax
	 	$	                    	 	 	 	 	 
	(f) Interest Expense3
	 	$	                    	 	 	 	 	 
	(g) Income tax expense
	 	$	                    	 	 	 	 	 
	(h) Depreciation
	 	$	                    	 	 	 	 	 
	(i) Amortization
	 	$	                    	 	 	 	 	 
	(j) Other non-cash charges (income)
	 	$	                    	 	 	 	 	 
	(k) [Proforma Acquisition or disposition EBITDA- list
by name of Acquisition or disposition]
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	3. EBITDA (total of items 2(a) through 2(k))
	 	 	 	 	 	$	                    	 
	 
	 	 	 	 	 	 	 	 
	Ratio of item 1 to item 3
	 	 	 	 	 	____ to ____
	 
	 	 	 	 	 	 	 	 
	Maximum allowed
	 	 	 	 	 	 	3.75 to 1.0	 






 





	 	 	 
	1	 	Non-recurring or unusual losses, charges or expenses
arising out of any Acquisition or disposition consummated on or after the
Effective Date for such period (and first so described in such a compliance
certificate delivered within 12 months after the date of such Acquisition or
disposition), in an aggregate amount not exceeding $17,500,000
	 
	2	 	Non-recurring or unusual losses, charges or expenses
limited to $5,000,000 for such period
	 
	3	 	Including interest or similar costs and expenses
relating to Permitted Securitizations



 


 









 









ATTACHMENT 2

10.6.2 MINIMUM INTEREST COVERAGE RATIO




	 	 	 	 	 
	1. EBITDA (item 3 from Attachment 1)
	 	$	_____________	 
	2. Interest Expense
	 	$	_____________	 
	Ratio of item 1 to item 2
	 	 	_____ to _____	 
	Minimum Required
	 	 	3.0 to 1.0	 







 


 









 







EXHIBIT C

FORM OF

SUBSIDIARY GUARANTY




THIS GUARANTY dated as of June 30, 2011 is executed in favor of JPMORGAN CHASE BANK, N.A.,
individually and as Administrative Agent (as defined below), and the other Lender Parties (as
defined below).



W I T N E S S E T H:




WHEREAS, Regal-Beloit Corporation (the “Company”), various subsidiaries thereof,
various financial institutions (the “Banks”) and JPMorgan Chase Bank, N.A., as
administrative agent (in such capacity, the “Administrative Agent”), have entered into a
Credit Agreement dated as of June 30, 2011 (as amended, restated or otherwise modified from time to
time, the “Credit Agreement;” capitalized terms used but not defined herein have the
respective meanings ascribed thereto in the Credit Agreement); and



WHEREAS, each of the undersigned will benefit from the making of loans and the issuance of
letters of credit pursuant to the Credit Agreement and is willing to guaranty the Liabilities (as
defined below) as hereinafter set forth;



NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, each of the undersigned agrees as follows:



Section 1. Guaranty. Each of the undersigned hereby jointly and severally,
unconditionally, and irrevocably, as primary obligor and not merely as surety, guarantees the full
and prompt payment when due, whether by acceleration or otherwise, and at all times thereafter, of
(a) all obligations of the Company, howsoever created, arising or evidenced, whether direct or
indirect, absolute or contingent, now or hereafter existing, or due or to become due, which arise
out of or in connection with the Credit Agreement or any other Loan Document, as the same may be
amended, modified, restated, extended or renewed from time to time, (b) all Hedging Obligations of
the Company to any Lender Party and (c) all reasonable and documented out-of-pocket costs and
expenses paid or incurred by the Administrative Agent or any other Lender Party in enforcing this
Guaranty against such undersigned (all such obligations being herein collectively called the
“Liabilities”); provided that the liability of each of the undersigned hereunder
shall be limited to the maximum amount of the Liabilities which such undersigned may guaranty
without violating any fraudulent conveyance or fraudulent transfer law. As used herein,
“Lender Party” means the Administrative Agent, each Bank and each Person (other than the
Company or any of its Subsidiaries) which is a party to a Hedging Agreement with the Company if
such Person is, or at the time of entry into such Hedging Agreement was, a Bank or an Affiliate of
a Bank.


 


 









 





Section 2. Payment Prior to Maturity of Liabilities. Each of the undersigned agrees
that, in the event of the occurrence of any Event of Default under Section 12.1.3 of the Credit
Agreement, and if such event shall occur at a time when any of the Liabilities may not then be
due and payable, such undersigned will pay to the Administrative Agent for the account of the
Lender Parties forthwith the full amount which would be payable hereunder by such undersigned if
all Liabilities were then due and payable.



Section 3. Setoff. To secure all obligations of each of the undersigned hereunder,
each of the undersigned agrees that the Administrative Agent and each other Lender Party shall have
all rights of set-off and bankers’ lien provided by applicable law, and, at any time an Event of
Default exists, may apply toward the payment of such obligations, whether or not then due, any and
all balances, credits, deposits, accounts or moneys of or in the name of such undersigned now or
hereafter with the Administrative Agent or such other Lender Party. By accepting the benefits
hereof, each Lender Party agrees promptly to notify the Company and the Administrative Agent after
any such set-off and application made by such Lender Party; provided that the failure to
give such notice shall not affect the validity of such set-off and application.



Section 4. Continuing Guaranty. This Guaranty shall in all respects be a continuing,
irrevocable, absolute and unconditional guaranty of payment and performance only and not of
collectibility, and shall remain in full force and effect (notwithstanding, without limitation, the
dissolution of any of the undersigned, that at any time or from time to time no Liabilities are
outstanding or any other circumstance) until all Commitments have terminated and all Liabilities
have been paid in full.



Section 5. Returned Payments. Each of the undersigned further agrees that if at any
time all or any part of any payment theretofore applied by the Administrative Agent or any other
Lender Party to any of the Liabilities is or must be rescinded or returned by the Administrative
Agent or such other Lender Party for any reason whatsoever (including, without limitation, the
insolvency, bankruptcy or reorganization of the Company or any of the undersigned), such
Liabilities shall, for the purposes of this Guaranty, to the extent that such payment is or must be
rescinded or returned, be deemed to have continued in existence, notwithstanding such application
by the Administrative Agent or such other Lender Party, and this Guaranty shall continue to be
effective or be reinstated, as the case may be, as to such Liabilities, all as though such
application by the Administrative Agent or such other Lender Party had not been made.



Section 6. Certain Permitted Actions. The Administrative Agent or any other Lender
Party may, from time to time, at its sole discretion and without notice to the undersigned (or any
of them), take any or all of the following actions without affecting the obligations of the
undersigned hereunder: (a) retain or obtain the primary or secondary obligation of any obligor or
obligors, in addition to the undersigned, with respect to any of the Liabilities, (b) extend or
renew any of the Liabilities for one or more periods (whether or not longer than the original
period), alter or exchange any of the Liabilities, or release or compromise any obligation of any
of the undersigned hereunder or any obligation of any nature of any other obligor with respect to
any of the Liabilities, and (c) resort to the undersigned (or any of them) for payment of any of
the Liabilities when due, whether or not the Administrative Agent or such other Lender Party shall
have proceeded against any other of the undersigned or any other obligor primarily or
secondarily obligated with respect to any of the Liabilities.


 


 









 





Section 7. Delay of Subrogation. Notwithstanding any payment made by or for the
account of any of the undersigned pursuant to this Guaranty, the undersigned shall not be
subrogated to any rights of the Administrative Agent or any other Lender Party until such time as
this Guaranty shall have been discontinued as to all of the undersigned and the Administrative
Agent and the Lender Parties shall have received payment of the full amount of all Liabilities.



Section 8. Certain Waivers. Each of the undersigned hereby expressly waives: (a)
notice of the acceptance by the Administrative Agent or any other Lender Party of this Guaranty,
(b) notice of the existence or creation or non-payment of any of the Liabilities, (c) presentment,
demand, notice of dishonor, protest, and all other notices whatsoever, (d) all diligence in
collection or protection of or realization upon any Liabilities or any security for or guaranty of
any Liabilities and (e) any right (except as shall be required by applicable statute and cannot be
waived) to require any Lender Party to (i) proceed against the Company, any other guarantor or any
other party, (ii) proceed against or exhaust any security held from the Company, any other
guarantor or any other party or (iii) pursue any other remedy in any Lender Party’s power
whatsoever. Each of the undersigned waives any defense based on or arising out of any defense of
the Company, any other guarantor or any other party, other than payment in full of the Liabilities,
based on or arising out of the disability of the Company, any other guarantor or any other party,
or the validity, legality or unenforceability of the Liabilities or any part thereof from any
cause, or the cessation from any cause of the liability of the Company other than payment in full
of the Liabilities. Each of the undersigned agree that the Lender Parties may, at their election,
foreclose on any security held by the Administrative Agent or any other Lender Party by one or more
judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially
reasonable (to the extent such sale is permitted by applicable law), or exercise any other right or
remedy the Lender Parties may have against the Company or any other party, or any security, without
affecting or impairing in any way the liability of any of the undersigned hereunder except to the
extent the Liabilities have been paid. Each of the undersigned waives any defense arising out of
any such election by the Lender Parties, even though such election operates to impair or extinguish
any right of reimbursement or subrogation or other right or remedy of such undersigned against the
Company or any other party or any security.



Section 9. Additional Liabilities. The creation or existence from time to time of
additional Liabilities to the Administrative Agent or any other Lender Party or any of them is
hereby authorized, without notice to the undersigned (or any of them), and shall in no way affect
or impair the rights of the Administrative Agent or any other Lender Party or the obligations of
the undersigned under this Guaranty.



Section 10. Assignment or Transfer of Liabilities. The Administrative Agent and any
other Lender Party may from time to time, without notice to the undersigned (or any of them),
assign or transfer any or all of the Liabilities or any interest therein; and, notwithstanding any
such assignment or transfer or any subsequent assignment or transfer thereof, such Liabilities
shall be and remain Liabilities for the purposes of this Guaranty, and each and every
immediate and successive assignee or transferee of any of the Liabilities or of any interest
therein shall, to the extent of the interest of such assignee or transferee in the Liabilities, be
entitled to the benefits of this Guaranty to the same extent as if such assignee or transferee were
a Lender Party.


 


 









 





Section 11. General. (a) No delay on the part of the Administrative Agent or any
other Lender Party in the exercise of any right or remedy shall operate as a waiver thereof, and no
single or partial exercise by the Administrative Agent or any other Lender Party of any right or
remedy shall preclude other or further exercise thereof or the exercise of any other right or
remedy; nor shall any modification or waiver of any provision of this Guaranty be binding upon the
Administrative Agent or any other Lender Party except as expressly set forth in a writing duly
signed and delivered on behalf of the Administrative Agent (or, if at any time there is no
Administrative Agent, the Required Banks or, if required pursuant to Section 14.1 of the Credit
Agreement, all Banks). No action of the Administrative Agent or any other Lender Party permitted
hereunder shall in any way affect or impair the rights of the Administrative Agent or any other
Lender Party or the obligations of the undersigned under this Guaranty. For purposes of this
Guaranty, Liabilities shall include all obligations of the Company to the Administrative Agent or
any other Lender Party arising under or in connection with any Loan Document and all Hedging
Obligations to any Lender Party, notwithstanding any right or power of the Company or anyone else
to assert any claim or defense as to the invalidity or unenforceability of any such obligation, and
no such claim or defense shall affect or impair the obligations of the undersigned hereunder.



(b) Pursuant to the Credit Agreement, (i) this Guaranty has been delivered to the
Administrative Agent and (ii) the Administrative Agent has been authorized to enforce this Guaranty
on behalf of itself and each of the Lender Parties. All payments by the undersigned pursuant to
this Guaranty shall be made to the Administrative Agent for ratable application to the Liabilities
or, if there is no Administrative Agent, to the Lender Parties for their ratable benefit.



(c) This Guaranty shall be binding upon the undersigned and the successors and assigns of the
undersigned; and to the extent that the Company or any of the undersigned is a partnership,
corporation, limited liability company or other entity, all references herein to the Company and to
the undersigned, respectively, shall be deemed to include any successor or successors, whether
immediate or remote, to such entity. The term “undersigned” as used herein shall mean all
parties executing this Guaranty and each of them, and all such parties shall be jointly and
severally obligated hereunder.



(d) This Guaranty has been delivered at Chicago, Illinois, and shall be construed in
accordance with and governed by the internal laws of the State of Illinois. 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.


 


 









 





(e) This Guaranty may be executed in any number of counterparts and by the different parties
hereto on separate counterparts, and each such counterpart shall be deemed to be an original but
all such counterparts shall together constitute one and the same Guaranty. At any time after the
date of this Guaranty, one or more additional Persons may become parties hereto by executing and
delivering to the Administrative Agent an additional signature page for this Guaranty. Immediately
upon such execution and delivery (and without any further action), each such additional Person will
become a party to, and will be bound by all of the terms of, this Guaranty.



(f) ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS GUARANTY,
SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF ILLINOIS OR IN THE UNITED
STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS. EACH OF THE UNDERSIGNED HEREBY
EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS AND OF
THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS FOR THE PURPOSE OF ANY SUCH
LITIGATION AS SET FORTH ABOVE. EACH OF THE UNDERSIGNED FURTHER IRREVOCABLY CONSENTS TO THE SERVICE
OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, TO THE ADDRESS SET FORTH UNDER ITS NAME ON THE
SIGNATURE PAGES HEREOF (OR SUCH OTHER ADDRESS AS IT SHALL HAVE SPECIFIED IN WRITING TO THE
ADMINISTRATIVE AGENT AS ITS ADDRESS FOR NOTICES HEREUNDER) OR BY PERSONAL SERVICE WITHIN OR WITHOUT
THE STATE OF ILLINOIS. EACH OF THE UNDERSIGNED HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF
VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY
SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.



(g) EACH OF THE UNDERSIGNED, AND (BY ACCEPTING THE BENEFITS HEREOF) EACH OF THE ADMINISTRATIVE
AGENT AND EACH LENDER PARTY, HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING
TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS GUARANTY, OR ANY OTHER LOAN DOCUMENT AND ANY AMENDMENT,
INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION
HEREWITH OR THEREWITH OR ARISING FROM ANY FINANCING RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF
THE FOREGOING, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT
BEFORE A JURY.


 


 









 





(h) By its acceptance hereof, the Administrative Agent agrees that it will, promptly upon
request by the Company (which request shall be accompanied by any documentation the Administrative
Agent may reasonably request to confirm that any applicable conditions to the Administrative
Agent’s acting upon such request have been satisfied (on which documentation the Administrative
Agent may conclusively rely absent written notice to the contrary)), release any of the undersigned
from its obligations hereunder if, after giving effect to such release, no Unmatured Event of
Default or Event of Default exists or would result therefrom; provided that after giving
effect to such release, the Company shall be in compliance with Section 10.17 of the Credit
Agreement. In addition to the foregoing, any Subsidiary Guarantor that ceases to be a Subsidiary
as a result of a transaction permitted by the Credit Agreement shall be automatically released from
this Guaranty upon the consummation of such transaction.


 


 









 





IN WITNESS WHEREOF, this Guaranty has been duly executed and delivered as of the day and year
first above written.



	 	 	 	 	 
	 	HUB CITY, INC.

MARATHON SPECIAL PRODUCTS CORPORATION

REGAL BELOIT FLIGHT SERVICE, INC.

RBC HORIZON, INC.

MORRILL MOTORS, INC.

RBC MANUFACTURING CORPORATION

UNICO, INC.

JAKEL MOTORS INCORPORATED

MORRILL ELECTRIC INC.

REGAL BELOIT LOGISTICS, LLC

RBC POWER ELECTRONICS, INC.

RBC HOLDING LLC

RAMU INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 


 









 





	 	 	 	 	 



	 	 	 	 	 
	 	Signature page for the Guaranty dated as of June 30, 2011

issued by various subsidiaries of Regal-Beloit Corporation

(the “Company”) in favor of JPMorgan Chase Bank, N.A.,

as Administrative Agent, under the Credit Agreement dated as

of June 30, 2011 with the Company and various other parties,

and the Lender Parties referred to in such Guaranty.



The undersigned is executing this signature page for purposes

of becoming a party to the Guaranty:



[NAME OF NEW GUARANTOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Address: 	 
	 




 


 









 







EXHIBIT D




FORM OF

ASSIGNMENT AGREEMENT





This Assignment and Assumption (this “Assignment Agreement”) 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, restated, supplemented or otherwise modified from time to time, 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 Agreement 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 as a Bank 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, without limitation, Letters of Credit and Swing Line 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 Bank)
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, but not
limited to, 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 Agreement,
without representation or warranty by the Assignor.



	 	 	 
	1. Assignor:

	 	                                        
	 
	 	 
	2. Assignee:

	 	                                         [and is an Affiliate of [identify Bank]]
	 
	 	 
	3. Borrower:

	 	Regal-Beloit Corporation and the Subsidiary Borrowers (if any), collectively
	 
	 	 
	4. Agent:

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

	 	Credit Agreement dated as of June 30, 2011 among Regal-Beloit Corporation, various subsidiaries
thereof, various financial institutions and JPMorgan Chase Bank, N.A., as Administrative Agent






 


 









 





6. Assigned Interest:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Aggregate	 	 	 	 	 	 	 
	 	 	Amount of	 	 	Amount of Commitment/	 	 	Percentage	 
	 	 	Commitment/Loans	 	 	Amount and Type of Loans	 	 	Assigned of	 
	Facility	 	for all Banks	 	 	Assigned	 	 	Commitment/Loans	 
	 
	 	$	 	 	 	$	 	 	 	 	%	 
	 
	 	$	 	 	 	$	 	 	 	 	%	 
	 
	 	$	 	 	 	$	 	 	 	 	%	 






[7. Trade Date:                                         ]




Effective Date:                                         , 20
 _____ 

[TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE
THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]



From and after the date that the Administrative Agent notifies the Assignor that it has
received (and, if required, provided its consent with respect to) this executed Assignment
Agreement and payment of the above-referenced processing fee, (i) the Assignee shall be a party to
the Credit Agreement and, to the extent that rights and obligations hereunder have been assigned to
it pursuant to this Assignment Agreement, shall have the rights and obligations of a Bank under the
Loan Documents, and (ii) the Assignor shall, to the extent that rights and obligations under the
Credit Agreement and under the other Loan Documents have been assigned by it pursuant to this
Assignment Agreement, relinquish its rights and be released from its obligations under the Loan
Documents.


 


 









 





The terms set forth in this Assignment Agreement 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




	 	 	 	 	 
	By:
	 	 	 	 
	


	 	 

Title:
	 	 






[Consented to:




REGAL-BELOIT CORPORATION




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	 

	 	Title:]	 	 






[OTHER CONSENTS, IF REQUIRED]


 


 









 





ANNEX 1 TO ASSIGNMENT AGREEMENT




STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AGREEMENT





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 Agreement 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 any other Person (including the
Borrower or any of its Subsidiaries or Affiliates) of its 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 Agreement
and to consummate the transactions contemplated hereby and to become a Bank under the Credit
Agreement, (ii) it meets all requirements of an Assignee under the Credit Agreement (subject to
receipt of such consents as may be required under the Credit Agreement), (iii) this Assignment
Agreement has been duly executed and delivered by it and constitutes the legal, valid and binding
obligation of the Assignee, enforceable against the Assignee in accordance with the terms hereof,
subject, as to enforcement, to bankruptcy, insolvency, moratorium, reorganization and other laws of
general application relating to or affecting creditors’ rights and to general equitable principles;
(iv) it has received a copy of the Credit Agreement, together with copies of the most recent
financial statements delivered pursuant to Section 10.1 thereof and such other documents and
information as it has deemed appropriate to make its own credit analysis and decision to enter into
this Assignment Agreement 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 Bank and (v) if it is a “foreign corporation, partnership or trust” within the meaning of the
Code, (A) the Assignee will be in compliance with all applicable provisions of Section 13.9 of the
Credit Agreement on or prior to the Effective Date and (B) attached hereto 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 Bank, 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 Bank.


 


 









 





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 Assignee whether such amounts have accrued prior to or on or after the
Effective Date. The Assignor and the Assignee shall make all appropriate adjustments in payments
by the Administrative Agent for periods prior to the Effective Date or with respect to the making
of this assignment directly between themselves.



3. General Provisions. This Assignment Agreement shall be binding upon, and inure to
the benefit of, the parties hereto and their respective successors and assigns. This Assignment
Agreement 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 Agreement
by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment
Agreement. This Assignment Agreement shall be governed by, and construed in accordance with, the
internal law of the State of Illinois.




 


 









 







EXHIBIT E




FORM OF REQUEST FOR INCREASE IN COMMITMENT AMOUNT




                                        , 20___




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

     under the Credit Agreement referred to below

[Address]

Attn:                                         




Ladies/Gentlemen:



Please refer to the Credit Agreement dated as of June 30, 2011 (as amended, restated or
otherwise modified from time to time, the “Credit Agreement”) among Regal-Beloit
Corporation (the “Company”), various subsidiaries thereof, various financial institutions
and JPMorgan Chase Bank, N.A., as Administrative Agent. Capitalized terms used but not defined
herein have the respective meanings set forth in the Credit Agreement.



In accordance with Section 6.1.2 of the Credit Agreement, the Company hereby requests an
increase in the Commitment Amount from $                     to $                    . Such increase shall be made by
[increasing the Commitment of                      from $                     to $                    ] [adding
                     as a
Bank under the Credit Agreement with a Commitment of $                    ] as set forth in the letter
attached hereto. Such increase shall be effective three Business Days after the date that the
Administrative Agent accepts the letter attached hereto or such other date as is agreed among the
Company, the Administrative Agent and the [increasing] [new] Bank.



	 	 	 	 	 
	 	Very truly yours,



REGAL-BELOIT CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



 


 









 





ANNEX 1 TO EXHIBIT E




[Date]




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

[Address]

Attn:                                         




Ladies/Gentlemen:



Please refer to the letter dated
                    , 20_____
from Regal-Beloit Corporation (the
“Company”) requesting an increase in the Commitment Amount from $                     to $                    
pursuant to Section 6.1.2 of the Credit Agreement dated as of June 30, 2011 (as amended, restated
or otherwise modified from time to time, the “Credit Agreement”) among the Company, various
subsidiaries thereof, various financial institutions and JPMorgan Chase Bank, N.A., as
Administrative Agent. Capitalized terms used but not defined herein have the respective meanings
set forth in the Credit Agreement.



The undersigned hereby confirms that it has agreed to increase its Commitment under the Credit
Agreement from $                     to $                     effective on the date which is three Business Days after
the acceptance hereof by the Administrative Agent or on such other date as may be agreed among the
Company, the Administrative Agent and the undersigned.



	 	 	 	 	 
	 	Very truly yours,



[NAME OF INCREASING BANK]

 	 
	 	By:  	 	 
	 	 	Title: 	 	 
	 	 	 	 
	 



Accepted as of


                    ,
 _____ 






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




	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 





 


 









 





ANNEX 2 TO EXHIBIT E




[Date]




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

[Address]

Attn:                                         




Ladies/Gentlemen:



Please refer to the letter dated                     , 20_____
from Regal-Beloit Corporation (the
“Company”) requesting an increase in the Commitment Amount from $                     to $                    
pursuant to Section 6.1.2 of the Credit Agreement dated as of June 30, 2011 (as amended, restated
or otherwise modified from time to time, the “Credit Agreement”) among the Company, various
subsidiaries thereof, various financial institutions and JPMorgan Chase Bank, N.A., as
Administrative Agent. Capitalized terms used but not defined herein have the respective meanings
set forth in the Credit Agreement.



The undersigned hereby confirms that it has agreed to become a Bank under the Credit Agreement
with a commitment of $                     effective on the date which is three Business Days after the
acceptance hereof, and consent hereto, by Administrative Agent or on such other date as may be
agreed among the Company, the Administrative Agent and the undersigned.



The undersigned (a) acknowledges that it has received a copy of the Credit Agreement and the
Schedules and Exhibits thereto, together with copies of the most recent financial statements
delivered by the Company pursuant to the Credit Agreement, and such other documents and information
as it has deemed appropriate to make its own credit and legal analysis and decision to become a
Bank under the Credit Agreement; and (b) agrees that it will, independently and without reliance
upon the Administrative Agent or any other Bank and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit and legal decisions in taking
or not taking action under the Credit Agreement.



The undersigned represents and warrants that (i) it is duly organized and existing and it has
full power and authority to take, and has taken, all action necessary to execute and deliver this
letter and to become a Bank under the Credit Agreement; and (ii) no notices to, or consents,
authorizations or approvals of, any Person are required (other than any already given or obtained)
for its due execution and delivery of this letter and the performance of its obligations as a Bank
under the Credit Agreement.



The undersigned agrees to execute and deliver such other instruments, and take such other
actions, as the Administrative Agent may reasonably request in connection with the transactions
contemplated by this letter.


 


 









 





The following administrative details apply to the undersigned:


(A) Notice Address:



Legal name:
                                        




	 	 	 	 	 	 	 
	Address:
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	Attention:
	 	 	 	 	 	 
	 	 	 	 	 
	Telephone:

	 	(_____)	 	 	 	 
	 

	 	 	 	 	 	 
	Facsimile:

	 	(_____)	 	 	 	 
	 

	 	 	 	 	 	 







	 	(B)	 	Payment Instructions:






	 	 	 	 	 
	Account No.:

	 	 
 

	 	 
	At:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	Reference:
	 	 	 	 
	 

	 	 	 	 
	Attention:
	 	 	 	 
	 

	 	 	 	 






The undersigned acknowledges and agrees that, on the date on which the undersigned becomes a
Bank under the Credit Agreement as set forth in the second paragraph hereof, the undersigned will
be bound by the terms of the Credit Agreement as fully and to the same extent as if the undersigned
were an original Bank under the Credit Agreement.



	 	 	 	 	 
	 	Very truly yours,



[NAME OF NEW BANK]

 	 
	 	By:  	 	 
	 	 	Title: 	 	 
	 	 	 	 
	 




Accepted and consented to as of

                    , 20_____





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




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 






 


 









 





EXHIBIT F




FORM OF SUBSIDIARY BORROWER SUPPLEMENT





			
	To	 	JPMorgan Chase Bank, N.A., as

Administrative Agent, and Banks

party to the Credit Agreement

referred to below





Ladies and Gentlemen:



Reference is made to the Credit Agreement dated as of June 30, 2011 initially among
Regal-Beloit Corporation, various subsidiaries thereof, various financial institutions and
JPMorgan Chase Bank, N.A., as Administrative Agent for the Banks (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”).
Capitalized terms used but not defined herein have the respective meanings set forth in the
Credit Agreement.



The undersigned,                      (the “Subsidiary”), a                      [corporation],
wishes to become a “Subsidiary Borrower” under the Credit Agreement, and accordingly agrees that
from the date hereof it shall become a “Subsidiary Borrower” under the Credit Agreement and agrees
that from the date hereof and until the payment in full of the principal of and interest on all
Loans made to it under the Credit Agreement and performance of all of its other obligations
thereunder in its capacity as a Subsidiary Borrower (other than contingent indemnification or
similar obligations not yet due and payable), and termination hereunder of its status as a
“Subsidiary Borrower” as provided below, it shall perform, comply with and be bound by each of the
provisions of the Credit Agreement which are stated to apply to a “Borrower” or a “Subsidiary
Borrower.” Without limiting the generality of the foregoing, the Subsidiary affirms the
jurisdictional and other provisions of Section 14.12 and 14.13 of the Credit Agreement and
acknowledges that it has heretofore received a true and correct copy of the Credit Agreement
(including any modifications thereof or supplements or waivers thereto) as in effect on the date
hereof. In addition, the Subsidiary authorizes the Company to act on its behalf as and to the
extent provided for in Section 2 of the Credit Agreement in connection with the selection of Types
and Interest Periods for Loans and with the issuance of Letters of Credit, and the conversion and
continuation of Loans.



So long as the principal of and interest on all Loans made to the Subsidiary under the Credit
Agreement shall have been paid in full and all other obligations of the Subsidiary in its capacity
as a Subsidiary Borrower (other than contingent indemnification or similar obligations not yet due
and payable) shall have been fully performed, the Subsidiary may, upon not less than five Business
Days’ prior written notice to the Administrative Agent (which shall promptly notify the Banks
thereof), terminate its status as a “Subsidiary Borrower”.


 


 









 





The Subsidiary makes and confirms all representations and warranties applicable to it
contained in Section 9 of the Credit Agreement.



CHOICE OF LAW. THIS SUBSIDIARY BORROWER SUPPLEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAW OF THE STATE OF ILLINOIS (WITHOUT REGARD TO THE
CONFLICTS OF LAW PROVISIONS THEREOF); PROVIDED THAT THE BORROWERS, THE ADMINISTRATIVE AGENT AND THE
BANKS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.


 


 









 





IN WITNESS WHEREOF, the Subsidiary has duly executed and delivered this Subsidiary Borrower
Supplement as of the date and year first above written.



	 	 	 	 	 
	 	[SUBSIDIARY NAME]

 	 
	 	By:  	 	 
	 	 	Title:	 	 
	 
	 	Address for Notices under the Credit
Agreement: 	 
	 



Consented to:




REGAL-BELOIT CORPORATION




	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Title:	 		 	 
	 

	 	 	 	 	 	 






Consented to:




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




	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	   	 	 
	 

	 	Title: