exv10w1






Exhibit 10.1




[EXECUTION COPY]




Published CUSIP Number: 69946EAD3




 





CREDIT AGREEMENT




Dated as of June 30, 2011



among



PAREXEL INTERNATIONAL CORPORATION,



and



CERTAIN SUBSIDIARIES

as Borrowers,



THE SUBSIDIARY GUARANTORS PARTY HERETO,



BANK OF AMERICA, N.A.,

as Administrative Agent, Swing Line Lender

and

L/C Issuer,



and



THE OTHER LENDERS PARTY HERETO



MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,



J.P. MORGAN SECURITIES LLC,



and



HSBC BANK USA, NATIONAL ASSOCIATION

as Joint Lead Arrangers and Joint Book Managers



JPMORGAN CHASE BANK, N.A. and HSBC BANK USA, NATIONAL ASSOCIATION

as, Joint Syndication Agents



 





 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS
	 	 	1	 
	1.01. Defined Terms
	 	 	1	 
	1.02. Other Interpretive Provisions
	 	 	31	 
	1.03. Accounting Terms
	 	 	32	 
	1.04. Rounding
	 	 	33	 
	1.05. Exchange Rates; Currency Equivalents
	 	 	33	 
	1.06. Additional Alternative Currencies
	 	 	33	 
	1.07. Change of Currency
	 	 	34	 
	1.08. Times of Day
	 	 	35	 
	1.09. Letter of Credit Amounts
	 	 	35	 
	 
	 
	ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS
	 	 	35	 
	2.01. The Loans
	 	 	35	 
	2.02. Borrowings, Conversions and Continuations of Loans
	 	 	36	 
	2.03. Letters of Credit
	 	 	38	 
	2.04. Swing Line Loans
	 	 	48	 
	2.05. Prepayments
	 	 	51	 
	2.06. Termination or Reduction of Commitments
	 	 	53	 
	2.07. Repayment of Loans
	 	 	54	 
	2.08. Interest
	 	 	54	 
	2.09. Fees
	 	 	55	 
	2.10. Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate
	 	 	56	 
	2.11. Evidence of Debt
	 	 	56	 
	2.12. Payments Generally; Administrative Agent’s Clawback
	 	 	57	 
	2.13. Sharing of Payments by Lenders
	 	 	59	 
	2.14. Cash Collateral
	 	 	60	 
	2.15. Defaulting Lenders
	 	 	61	 
	2.16. Designated Borrowers
	 	 	63	 
	2.17. Increase in Revolving Credit Facility
	 	 	64	 
	2.18. Increase in Term Facility
	 	 	66	 






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TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page	 
	ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY
	 	 	68	 
	3.01. Taxes
	 	 	68	 
	3.02. Illegality
	 	 	72	 
	3.03. Inability to Determine Rates
	 	 	73	 
	3.04. Increased Costs; Reserves on Eurocurrency Rate Loans
	 	 	74	 
	3.05. Compensation for Losses
	 	 	76	 
	3.06. Mitigation Obligations; Replacement of Lenders
	 	 	76	 
	3.07. Survival
	 	 	77	 
	 
	ARTICLE IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
	 	 	77	 
	4.01. Conditions of Initial Credit Extension
	 	 	77	 
	4.02. Conditions to all Credit Extensions
	 	 	79	 
	 
	ARTICLE V. REPRESENTATIONS AND WARRANTIES
	 	 	80	 
	5.01. Organization; Powers
	 	 	80	 
	5.02. Authorization; Enforceability
	 	 	80	 
	5.03. Governmental Approvals; No Conflicts
	 	 	81	 
	5.04. Financial Statements; No Material Adverse Effect
	 	 	81	 
	5.05. Properties
	 	 	81	 
	5.06. Litigation and Environmental Matters
	 	 	82	 
	5.07. Compliance with Laws and Agreements; No Default
	 	 	82	 
	5.08. Investment Company Status
	 	 	82	 
	5.09. Taxes
	 	 	82	 
	5.10. ERISA Compliance
	 	 	82	 
	5.11. Disclosure
	 	 	84	 
	5.12. Subsidiaries
	 	 	84	 
	5.13. Margin Regulations
	 	 	84	 
	5.14. Material CF Subsidiaries
	 	 	84	 
	5.15. Specially Designated Nationals or Blocked Persons List
	 	 	84	 
	5.16. Representations as to Foreign Obligors
	 	 	84	 
	 
	ARTICLE VI. AFFIRMATIVE COVENANTS
	 	 	85	 
	6.01. Financial Statements
	 	 	85	 






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(continued)





	 	 	 	 	 
	 	 	Page	 
	6.02. Certificates; Other Information
	 	 	86	 
	6.03. Notices
	 	 	87	 
	6.04. Existence; Conduct of Business
	 	 	88	 
	6.05. Payment of Obligations
	 	 	88	 
	6.06. Maintenance of Properties; Insurance
	 	 	88	 
	6.07. Books and Records; Inspection Rights
	 	 	88	 
	6.08. Compliance with Laws
	 	 	88	 
	6.09. Use of Proceeds
	 	 	88	 
	6.10. Additional Subsidiaries
	 	 	89	 
	 
	ARTICLE VII. NEGATIVE COVENANTS
	 	 	89	 
	7.01. Indebtedness
	 	 	89	 
	7.02. Liens
	 	 	90	 
	7.03. Fundamental Changes
	 	 	91	 
	7.04. Investments
	 	 	92	 
	7.05. Swap Contracts
	 	 	93	 
	7.06. Restricted Payments
	 	 	93	 
	7.07. Change in Nature of Business
	 	 	93	 
	7.08. Transactions with Affiliates
	 	 	93	 
	7.09. Burdensome Agreements
	 	 	94	 
	7.10. Use of Proceeds
	 	 	94	 
	7.11. Financial Covenants
	 	 	94	 
	7.12. Transfers from Credit Parties to Non-Credit Parties
	 	 	95	 
	7.13. Fiscal Year
	 	 	95	 
	7.14. Amendments
	 	 	95	 
	 
	ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES
	 	 	95	 
	8.01. Events of Default
	 	 	95	 
	8.02. Remedies upon Event of Default
	 	 	97	 
	8.03. Application of Funds
	 	 	98	 
	 
	ARTICLE IX. ADMINISTRATIVE AGENT
	 	 	99	 
	9.01. Appointment and Authority
	 	 	99	 






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(continued)





	 	 	 	 	 
	 	 	Page	 
	9.02. Rights as a Lender
	 	 	99	 
	9.03. Exculpatory Provisions
	 	 	99	 
	9.04. Reliance by Administrative Agent
	 	 	100	 
	9.05. Delegation of Duties
	 	 	100	 
	9.06. Resignation of Administrative Agent
	 	 	100	 
	9.07. Non-Reliance on Administrative Agent and Other Lenders
	 	 	102	 
	9.08. No Other Duties, Etc
	 	 	102	 
	9.09. Administrative Agent May File Proofs of Claim
	 	 	102	 
	9.10. Collateral and Guaranty Matters
	 	 	103	 
	 
	ARTICLE X. GUARANTY
	 	 	103	 
	10.01. Company Guaranty
	 	 	103	 
	10.02. Subsidiary Guaranty
	 	 	107	 
	 
	ARTICLE XI. MISCELLANEOUS
	 	 	110	 
	11.01. Amendments, Etc
	 	 	110	 
	11.02. Notices; Effectiveness; Electronic Communications
	 	 	112	 
	11.03. No Waiver; Cumulative Remedies; Enforcement
	 	 	115	 
	11.04. Expenses; Indemnity; Damage Waiver
	 	 	115	 
	11.05. Payments Set Aside
	 	 	117	 
	11.06. Successors and Assigns
	 	 	118	 
	11.07. Treatment of Certain Information; Confidentiality
	 	 	122	 
	11.08. Right of Setoff
	 	 	123	 
	11.09. Interest Rate Limitation
	 	 	124	 
	11.10. Counterparts; Integration; Effectiveness
	 	 	124	 
	11.11. Survival of Representations and Warranties
	 	 	124	 
	11.12. Severability
	 	 	125	 
	11.13. Replacement of Lenders
	 	 	125	 
	11.14. Governing Law; Jurisdiction; Etc
	 	 	126	 
	11.15. Waiver of Jury Trial
	 	 	127	 
	11.16. No Advisory or Fiduciary Responsibility
	 	 	127	 
	11.17. Electronic Execution of Assignments and Certain Other Documents
	 	 	128	 






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(continued)





	 	 	 	 	 
	 	 	Page	 
	11.18. USA PATRIOT Act
	 	 	128	 
	11.19. Judgment Currency
	 	 	128	 
	11.20. Liability for Obligations
	 	 	128	 
	11.21. ENTIRE AGREEMENT
	 	 	129	 











v 









 








SCHEDULES




	 	 	 	 	 

	 	1.01	(b)	 	Mandatory Cost

	 	1.01	(p)	 	Permitted Investments

	 	2.01	 	 	Commitments and Applicable Percentages

	 	5.06	 	 	Disclosed Matters

	 	5.12	 	 	Subsidiaries; Loan Parties

	 	7.01	 	 	Existing Indebtedness

	 	7.02	 	 	Existing Liens

	 	7.04	 	 	Existing Investments

	 	7.08	 	 	Affiliate Transactions

	 	7.09	 	 	Burdensome Agreements

	 	11.02	 	 	Administrative Agent’s Office, Certain Addresses for Notices







EXHIBITS




	 	 	 	 	 

	 	Form of
	 	 
	 	A	 	 	Committed Loan Notice

	 	B	 	 	Term Note

	 	C	 	 	Revolving Credit Note

	 	D	 	 	Compliance Certificate

	 	E	 	 	Assignment and Assumption

	 	F	 	 	Swing Line Loan Notice

	 	G	 	 	Designated Borrower Request and Assumption Agreement

	 	H	 	 	Designated Borrower Notice












 









 








CREDIT AGREEMENT




     This CREDIT AGREEMENT (“Agreement”) is entered into as of June 30, 2011, among PAREXEL
INTERNATIONAL CORPORATION, a Massachusetts Corporation (the “Company”), certain
Subsidiaries of the Company party hereto pursuant to Section 2.16 (each a “Designated
Borrower” and, together with the Company, collectively, the “Borrowers” and, each,
individually, a “Borrower”), certain Subsidiaries of the Company from time to time party
hereto as Subsidiary Guarantors, each lender from time to time party hereto (collectively, the
“Lenders” and, each, individually, a “Lender”), and BANK OF AMERICA, N.A., as
Administrative Agent, Swing Line Lender and L/C Issuer.



PRELIMINARY STATEMENTS:




     The Borrowers have requested that the Lenders provide a term loan facility and a revolving
credit facility, and the Lenders have indicated their willingness to lend and the L/C Issuer has
indicated its willingness to issue letters of credit, in each case, on the terms and subject to the
conditions set forth herein.



     In consideration of the mutual covenants and agreements herein contained, the parties hereto
covenant and agree as follows:



ARTICLE I.

DEFINITIONS AND ACCOUNTING TERMS




     1.01. Defined Terms. As used in this Agreement, the following terms shall have the meanings
set forth below:



     “AC Swing Line Loan” means a Swing Line Loan denominated in an Alternative Currency.



     “AC Swing Rate” means for any day a fluctuating rate of interest per annum at which
overnight deposits in the applicable Alternative Currency, in an amount approximately equal to the
amount with respect to which such rate is being determined, would be offered for such day by a
branch or Affiliate of Bank of America in the applicable offshore interbank market for such
currency to major banks in such interbank market.



     “Acquisition” means, with respect to any Person, the purchase or other acquisition (in
one transaction or a series of transactions) of (a) the assets of another Person that constitute a
business unit or all or substantial part of the business of, such Person or (b) the acquisition of
more than 50% of the Equity Interests with ordinary voting power of another Person.



     “Administrative Agent” means Bank of America in its capacity as administrative agent
under the Loan Documents, or any successor administrative agent.



     “Administrative Agent’s Office” means, with respect to any currency, the
Administrative Agent’s address and, as appropriate, account as set forth on Schedule 11.02
with respect to such currency, or such other address or account with respect to such currency as
the Administrative Agent may from time to time notify to the Company and the Lenders.



 









 





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



     “Advance Funding Arrangements” means any arrangements requested by the Borrowers and
acceptable to the Administrative Agent in its reasonable discretion for the delivery of funds by
Lenders to or for the account of the Administrative Agent for safekeeping pending their delivery by
the Administrative Agent to the Borrowers on the Closing Date to fund Loans of such Lenders on such
date.



     “Advance Funding Documentation” means such funding indemnities or other documentation
as the Administrative Agent may reasonably require in connection with Advance Funding Arrangements.



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



     “Aggregate Commitments” means the Commitments of all the Lenders. As of the Closing
Date, the Aggregate Commitments are $400,000,000.



     “Agreement” means this Credit Agreement.



     “Agreement Currency” has the meaning specified in Section 11.19.



     “Alternative Currency” means each of Euro, Sterling and Yen and each other currency
(other than Dollars) that is approved in accordance with Section 1.06.



     “Alternative Currency Equivalent” means, at any time, with respect to any amount
denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as
determined by the Administrative Agent, the Swing Line Lender or the L/C Issuer, as the case may
be, at such time on the basis of the Spot Rate (determined in respect of the most recent
Revaluation Date) for the purchase of such Alternative Currency with Dollars.



     “Applicable Foreign Obligor Documents” has the meaning specified in Section
5.16(a).



     “Applicable Percentage” means (a) in respect of the Term Facility, with respect to any
Term Lender at any time, the percentage (carried out to the ninth decimal place) of the Term
Facility represented by (i) on or prior to the Closing Date, such Term Lender’s Closing Date Term
Commitment at such time and (ii) thereafter, the principal amount of such Term Lender’s Term Loans
(after giving effect to any Incremental Term Loans made or to be made with respect to any
Incremental Term Commitment of such Lender) at such time, and (b) in respect of the Revolving
Credit Facility, with respect to any Revolving Credit Lender at any time, the percentage (carried
out to the ninth decimal place) of the Revolving Credit Facility represented by such Revolving
Credit Lender’s Revolving Credit Commitment at such time, subject to adjustment as provided in
Section 2.15. If the commitment of each Revolving Credit Lender to make Revolving Credit
Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated
pursuant to Section 8.02, or if the Revolving Credit Commitments have expired, then the
Applicable Percentage of each Revolving Credit Lender in



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respect of the Revolving Credit Facility shall be determined based on the Applicable
Percentage of such Revolving Credit Lender in respect of the Revolving Credit Facility most
recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage
of each Lender in respect of each Facility is set forth opposite the name of such Lender on
Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a
party hereto, as applicable.




     “Applicable Rate” means the following percentages per annum, based upon the
Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the
Administrative Agent pursuant to Section 6.02(a):



	 	 	 	 	 	 	 	 	 
	 	 	 	 	Eurocurrency	 	 	 	 
	 	 	 	 	Loans/Letter of	 	 	 	 
	Pricing Level	 	Consolidated Leverage Ratio	 	Credit Fees	 	Base Rate Loans	 	Commitment Fee
	I
	 	< 1.00:1.00	 	0.75%	 	0.00%	 	0.20%
	II
	 	≥ 1.00:1.00 but < 1.50:1.00	 	1.00%	 	0.00%	 	0.25%
	III
	 	≥ 1.50:1.00 but < 2.00:1.00	 	1.25%	 	0.25%	 	0.30%
	IV
	 	≥ 2.00:1.00 but < 2.50:1.00	 	1.50%	 	0.50%	 	0.35%
	V
	 	≥ 2.50:1.00	 	1.75%	 	0.75%	 	0.40%





Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated
Leverage Ratio shall become effective as of the first Business Day immediately following the date a
Compliance Certificate is delivered pursuant to Section 6.02(a); provided,
however, that if a Compliance Certificate is not delivered when due in accordance with such
Section, then, upon the request of the Required Lenders, Pricing Level V shall apply as of the
first Business Day after the date on which such Compliance Certificate was required to have been
delivered and shall remain in effect until the date on which such Compliance Certificate is
delivered. The Applicable Rate in effect from the Closing Date through June 30, 2011 shall be
determined based upon Pricing Level III.




     Notwithstanding anything to the contrary contained in this definition, the determination of
the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b).



     “Applicable Revolving Credit Percentage” means with respect to any Revolving Credit
Lender at any time, such Revolving Credit Lender’s Applicable Percentage in respect of the
Revolving Credit Facility at such time.



     “Applicable Time” means, with respect to any borrowings and payments in any
Alternative Currency, the local time in the place of settlement for such Alternative Currency as
may be determined by the Administrative Agent, the Swing Line Lender or the L/C Issuer, as the case
may be, to be necessary for timely settlement on the relevant date in accordance with normal
banking procedures in the place of payment.



     “Applicant Borrower” has the meaning specified in Section 2.16.



     “Appropriate Lender” means, at any time, (a) with respect to any of the Term Facility
or the Revolving Credit Facility, a Lender that has a Commitment with respect to such Facility or



-3-









 




holds a Term Loan or a Revolving Credit Loan, respectively, at such time, and (b) with respect
to the Letter of Credit Sublimit, (i) the L/C Issuer and (ii) if any Letters of Credit have been
issued pursuant to Section 2.03(a), the Revolving Credit Lenders.




     “Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a
Lender.



     “Arrangers” means, collectively, MLPFS, J.P. Morgan Securities LLC and HSBC Bank USA,
National Association, in their capacities as joint lead arrangers and joint book managers.



     “Assignee Group” means two or more Eligible Assignees that are Affiliates of one
another or two or more Approved Funds managed by the same investment advisor.



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



     “Audited Financial Statements” means the audited consolidated balance sheet of the
Company and its Subsidiaries for the fiscal year ended June 30, 2010, and the related consolidated
statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the
Company and its Subsidiaries, including the notes thereto.



     “Availability Period” means in respect of the Revolving Credit Facility, the period
from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of
termination of the Revolving Credit Commitments pursuant to Section 2.06, and (c) the date
of termination of the commitment of each Revolving Credit Lender to make Revolving Credit Loans and
of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02.



     “Bank of America” means Bank of America, N.A. and its successors.



     “Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a)
the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly
announced from time to time by Bank of America as its “prime rate,” and (c) the Eurocurrency Rate
plus 1.00%. The “prime rate” is a rate set by Bank of America based upon various factors
including Bank of America’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 such prime rate announced by Bank of America shall take
effect at the opening of business on the day specified in the public announcement of such change.



     “Base Rate Loan” means a Loan that bears interest based on the Base Rate. All Base
Rate Loans shall be denominated in Dollars.



     “Borrower” and “Borrowers” each has the meaning specified in the introductory
paragraph hereto.



-4-









 





     “Borrower Materials” has the meaning specified in Section 6.02.



     “Borrowing” means a Revolving Credit Borrowing, a Term Borrowing or a Swing Line
Borrowing, as the context may require.



     “Business Day” means any day other than a Saturday, Sunday or other day on which
commercial banks are authorized to close under the Laws of, or are in fact closed in, the State of
New York and:




(a) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan
denominated in Dollars, any fundings, disbursements, settlements and payments in Dollars in
respect of any such Eurocurrency Rate Loan, or any other dealings in Dollars to be carried
out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any such
day that is also a London Banking Day;




(b) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan
denominated in Euro, any fundings, disbursements, settlements and payments in Euro in
respect of any such Eurocurrency Rate Loan, or any other dealings in Euro to be carried out
pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means a TARGET
Day;




(c) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan
denominated in a currency other than Dollars or Euro, means any such day on which dealings
in deposits in the relevant currency are conducted by and between banks in the London or
other applicable offshore interbank market for such currency; and




(d) if such day relates to any fundings, disbursements, settlements and payments in a
currency other than Dollars or Euro in respect of a Eurocurrency Rate Loan denominated in a
currency other than Dollars or Euro, or any other dealings in any currency other than
Dollars or Euro to be carried out pursuant to this Agreement in respect of any such
Eurocurrency Rate Loan (other than any interest rate settings), means any such day on which
banks are open for foreign exchange business in the principal financial center of the
country of such currency.



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



     “Cash Pooling Financing” means one or more customary corporate treasury cash pooling
overdraft facilities established by the Company or a Subsidiary.



     “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative
Agent, for the benefit of the Administrative Agent, L/C Issuer or Swing Line Lender (as applicable)
and the Lenders, as collateral for L/C Obligations, Obligations in respect of Swing Line Loans, or
obligations of Lenders to fund participations in respect of either thereof (as the



-5-









 




context may require), cash or deposit account balances or, if the L/C Issuer or Swing Line
Lender benefitting from such collateral shall agree in its sole discretion, other credit support,
in each case pursuant to documentation in form and substance satisfactory to (a) the Administrative
Agent and (b) the L/C Issuer or the Swing Line Lender (as applicable). “Cash Collateral” shall have
a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and
other credit support.




     “CCT” means California Clinical Trials Medical Group, Inc., a California corporation.



     “CCT Agreements” “ means collectively, (a) that certain Management Agreement, dated as
of November 15, 2006, by and between Parexel International, LLC and CCT, (b) that certain Stock
Transfer Restriction Agreement, dated as of March 5, 2008, by and among Parexel International, LLC,
CCT, Lev Grigorievich Gertsik, MD and the stockholder of CCT, and (c) that certain Stock Transfer
Restriction Agreement, dated as of March 5, 2008, by and among Parexel International, LLC, CCT
Holding Company Medical Group, Inc. and Lev Grigorievich Gertsik, MD.



     “CCT Transactions” means the CCT Agreements, any modifications, replacements or
supplements to the CCT Agreements that are not materially adverse to the Company, and the
performance of obligations of the parties under the CCT Agreements, as modified.



     “Change in Law” means the occurrence, after the date of this Agreement, of any of the
following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change
in any law, rule, regulation or treaty or in the administration, interpretation or application
thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or
directive (whether or not having the force of law) by any Governmental Authority; provided,
however, that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall
Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines,
interpretations or directives thereunder or issued in connection therewith (whether or not having
the force of Law) and (y) all requests, rules, regulations, guidelines, interpretations 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 or foreign regulatory
authorities (whether or not having the force of Law), in each case pursuant to Basel III, shall, in
the case of the foregoing clauses (x) and (y), be deemed to be a Change in Law regardless of the
date enacted, adopted, issued, promulgated or implemented.



     “Change of Control” means an event or series of events by which:



     (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its
subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary
or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and
13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to
have “beneficial ownership” of all securities that such person or group has the right to acquire,
whether such right is exercisable immediately or only after the passage of time (such right, an
“option right”)), directly or indirectly, of 35% or more of the equity securities of the
Company entitled to vote for members of the board of directors or equivalent governing body of



-6-









 




the Company on a fully-diluted basis (and taking into account all such securities that such
“person” or “group” has the right to acquire pursuant to any option right); or




     (b) during any period of 12 consecutive months, a majority of the members of the board of
directors or other equivalent governing body of the Company cease to be composed of individuals (i)
who were members of that board or equivalent governing body on the first day of such period, (ii)
whose election or nomination to that board or equivalent governing body was approved by individuals
referred to in clause (i) above constituting at the time of such election or nomination at least a
majority of that board or equivalent governing body or (iii) whose election or nomination to that
board or other equivalent governing body was approved by individuals referred to in clauses (i) and
(ii) above constituting at the time of such election or nomination at least a majority of that
board or equivalent governing body (excluding, in the case of both clause (ii) and clause (iii),
any individual whose initial nomination for, or assumption of office as, a member of that board or
equivalent governing body occurs during the relevant 12 month period as a result of an actual or
threatened solicitation of proxies or consents for the election or removal of one or more directors
by any person or group other than a solicitation for the election of one or more directors by or on
behalf of the board of directors); or



     (c) the acquisition of direct or indirect Control of the Company by any Person or group.



     “Closing Date” means the first date all the conditions precedent in Section
4.01 are satisfied or waived in accordance with Section 11.01.



     “Closing Date Term Commitment” means, as to each Term Lender, its obligation to make
Term Loans to the Borrower pursuant to Section 2.01(a) in an aggregate principal amount at
any one time outstanding not to exceed the amount set forth opposite such Term Lender’s name on
Schedule 2.01 under the caption “Closing Date Term Commitment”.



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



     “Commitment” means a Term Commitment or a Revolving Credit Commitment, as the context
may require.



     “Commitment Fee” has the meaning set forth in Section 2.09.



     “Committed Loan Notice” means a notice of (a) a Term Borrowing, (b) a Revolving Credit
Borrowing, (c) a conversion of Loans from one Type to the other, or (d) a continuation of
Eurocurrency Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be
substantially in the form of Exhibit A.



     “Company” has the meaning specified in the introductory paragraph hereto.



     “Company Guaranty” means the Guarantee of the Guaranteed Designated Borrower
Obligations made by the Company under Section 10.1 in favor of the Lender Parties.



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




-7-











 





     “Consolidated EBITDA” means, for any period, for the Company and its
Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period
plus the following to the extent deducted in calculating such Consolidated Net Income and
without duplication: (a) Consolidated Interest Charges for such period, (b) the provision for
federal, state, local and foreign income taxes payable by the Company and its Subsidiaries for such
period, (c) depreciation and amortization expense, (d) non-cash compensation charges arising from
any grant of stock, stock options or other equity-based awards for such period, and (e) for any
period which includes any portion of the 2011 calendar year, non-recurring restructuring charges of
the Company and its Subsidiaries incurred during such portion of the 2011 calendar year so
included; provided that the aggregate amount of all such restructuring charges for the
entire 2011 calendar year which shall be added back pursuant to this clause (e) shall not exceed
$15,000,000.



     For purposes of determining the Consolidated Leverage Ratio and Consolidated Interest Coverage
Ratio for any period, in connection with any Acquisition or Disposition, there shall be (i)
included in Consolidated EBITDA, all Consolidated EBITDA attributable to any Person or business
acquired by the Company or any Subsidiary of the Company pursuant to an Acquisition during such
period as if such Person or business had been acquired on the day before the first day of such
period and (ii) excluded from such Consolidated EBITDA, all Consolidated EBITDA attributable to any
Person or business Disposed of by the Company or any Subsidiary of the Company during such period
as if such Person or business were Disposed of on the first day of such period.



     “Consolidated Funded Indebtedness” means, as of any date of determination, the
outstanding principal amount of all Indebtedness of the Company and its Subsidiaries, on a
consolidated basis.



     “Consolidated Interest Charges” means, for any period, for the Company and its
Subsidiaries on a consolidated basis, the sum of (a) all interest, premium payments, debt discount,
fees, charges and related expenses of the Company and its Subsidiaries during such period in
connection with borrowed money (including capitalized interest) or in connection with the deferred
purchase price of assets, in each case to the extent treated as interest in accordance with GAAP,
and (b) the portion of rent expense of the Company and its Subsidiaries with respect to such period
under Capitalized Leases that is treated as interest in accordance with GAAP.



     “Consolidated Interest Coverage Ratio” means, as of any date of determination for any
period, the ratio of (a) Consolidated EBITDA for such period to (b) Consolidated Interest Charges
for such period.



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



     “Consolidated Net Income” means, for any period, for the Company and its Subsidiaries
on a consolidated basis, the net income of the Company and its Subsidiaries (excluding
extraordinary gains and extraordinary non-cash losses) for that period.



-8-









 





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



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



     “Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit
Extension.



     “Credit Party” means each of the Company, each Designated Borrower that is a Domestic
Subsidiary, and each Subsidiary that is party to a Subsidiary Guaranty.



     “Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other
liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium,
rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the
United States or other applicable jurisdictions from time to time in effect and affecting the
rights of creditors generally.



     “Default” means any event or condition that constitutes an Event of Default or that,
with the giving of any notice, the passage of time, or both, would be an Event of Default.



     “Default Rate” means (a) when used with respect to Obligations other than Letter of
Credit Fees and Swing Line Loans, an interest rate equal to (i) the Base Rate plus (ii) the
Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum;
provided, however, that with respect to a Eurocurrency Rate Loan, the Default Rate
shall be an interest rate equal to the interest rate (including any Applicable Rate and any
Mandatory Cost) otherwise applicable to such Loan plus 2% per annum, (b) when used with
respect to Letter of Credit Fees, a rate equal to the Applicable Rate applicable to Eurocurrency
Rate Loans plus 2% per annum, and (c) when used with respect to Swing Line Loan, a rate
equal to the rate of interest otherwise applicable to such Swing Line Loan plus 2% per
annum.



     “Defaulting Lender” means, subject to Section 2.15(b), any Lender that, as
determined by the Administrative Agent, (a) has failed to perform any of its funding obligations
hereunder, including in respect of its Loans or participations in respect of Letters of Credit or
Swing Line Loans, within three Business Days of the date required to be funded by it hereunder,
unless such obligation is the subject of a good faith dispute, (b) has notified a Borrower, or the
Administrative Agent or any Lender that it does not intend to comply with its funding obligations
or has made a public statement to that effect with respect to its funding obligations hereunder or
under other agreements in which it commits to extend credit, (c) has failed, within three Business
Days after request by the Administrative Agent, to confirm in a manner reasonably satisfactory to
the Administrative Agent that it will comply with its funding obligations (provided that
such Lender shall cease to be a Defaulting Lender upon receipt of such confirmation by the
Administrative Agent), or (d) has, or has a direct or indirect parent company that has, (i) become
the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver,



-9-









 




conservator, trustee, administrator, assignee for the benefit of creditors or similar Person
charged with reorganization or liquidation of its business or a custodian appointed for it, or
(iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence
in any such proceeding or appointment referenced in subclause (i) or (ii) of this clause (d);
provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership
or acquisition of any equity interest in that Lender or any direct or indirect parent company
thereof by a Governmental Authority.




     “Designated Borrower” has the meaning specified in the introductory paragraph hereto.



     “Designated Borrower Notice” has the meaning specified in Section 2.16.



     “Disclosed Matters” has the meaning specified in Section 5.06.



     “Disposition” or “Dispose” means the sale, transfer, license, lease or other
disposition (including any sale and leaseback transaction) of any property by any Person, including
any sale, assignment, transfer or other disposal, with or without recourse, of any notes or
accounts receivable or any rights and claims associated therewith.



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



     “Dollar Equivalent” means, at any time, (a) with respect to any amount denominated in
Dollars, such amount, and (b) with respect to any amount denominated in any Alternative Currency,
the equivalent amount thereof in Dollars as determined by the Administrative Agent, the L/C Issuer
or the L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in
respect of the most recent Revaluation Date) for the purchase of Dollars with such Alternative
Currency.



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



     “Eligible Assignee” means any Person that meets the requirements to be an assignee
under Section 11.06(b)(iii) and (v) (subject to such consents, if any, as may be
required under Section 11.06(b)(iii)).



     “EMU” means the economic and monetary union in accordance with the Treaty of Rome
1957, as amended by the Single European Act 1986, the Maastricht Treaty of 1992 and the Amsterdam
Treaty of 1998.



     “EMU Legislation” means the legislative measures of the European Council for the
introduction of, changeover to or operation of a single or unified European currency.



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



-10-









 





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



     “Equity Interests” means, with respect to any Person, all of the shares of capital
stock of (or other ownership or profit interests in) such Person, all of the warrants, options or
other rights for the purchase or acquisition from such Person of shares of capital stock of (or
other ownership or profit interests in) such Person, all other rights to acquire any of the
foregoing of such Person, and all of the other ownership or profit interests in such Person
(including partnership, member or trust interests therein), whether voting or nonvoting, and
whether or not such shares, warrants, options, rights or other interests are outstanding on any
date of determination.



     “ERISA” means the Employee Retirement Income Security Act of 1974.



     “ERISA Affiliate” means any trade or business (whether or not incorporated) under
common control with the Company within the meaning of Section 414(b) or (c) of the Code (and
Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the
Code).



     “ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the
withdrawal of the Company or any ERISA Affiliate from a Pension Plan subject to Section 4063 of
ERISA during a plan year in which such entity was a “substantial employer” as defined in Section
4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section
4062(e) of ERISA; (c) a complete or partial withdrawal by the Company or any ERISA Affiliate from a
Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing
of a notice of intent to terminate or the treatment of a Pension Plan amendment as a termination
under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a
Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for
the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the
determination that any Pension Plan is considered an at-risk plan or a plan in endangered or
critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304
and 305 of ERISA; or (h) the imposition of any liability under Title IV of ERISA, other than for
PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Company or any ERISA
Affiliate.



     “Euro” and “EUR” mean the lawful currency of the Participating Member States
introduced in accordance with the EMU Legislation.



     “Eurocurrency Rate” means:



     (a) means, for any Interest Period with respect to a Eurocurrency Rate Loan, the rate per
annum equal to (i) the British Bankers Association LIBOR Rate (“BBA LIBOR”), as



-11-









 




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 or (ii) if such rate is not available at such time for any reason, then the
“Eurocurrency 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 Eurocurrency
Rate Loan being made, continued or converted by Bank of America and with a term equivalent to such
Interest Period would be offered by Bank of America’s London Branch (or other Bank of America
branch or Affiliate) 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




     (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 determined two London
Banking 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 published 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 Bank of America’s London Branch to major banks in the London interbank
eurodollar market at their request at the date and time of determination.



     “Eurocurrency Rate Loan” means a Revolving Credit Loan or a Term Loan that bears
interest at a rate based on clause (a) of the definition of “Eurocurrency Rate.” Eurocurrency Rate
Loans may be denominated in Dollars or in an Alternative Currency. All Loans denominated in an
Alternative Currency must be Eurocurrency Rate Loans, except AC Swing Line Loans, which shall bear
interest at the rate set forth in Section 2.08(a).



     “Event of Default” has the meaning specified in Section 8.01.



     “Excluded Taxes” means, with respect to the Administrative Agent, any Lender, the L/C
Issuer or any other recipient of any payment to be made by or on account of any obligation of any
Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however
denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction
(or any political subdivision thereof) under the Laws of which such recipient is organized or in
which its principal office is located or by any jurisdiction as a result of a present or former
connection between such recipient and the jurisdiction imposing such tax (or any political
subdivision thereof), other than any such connection arising solely from such recipient having
executed, delivered or performed its obligations or received a payment under, or enforced, this
Agreement or any other Loan Document, or in the case of any Lender, by the jurisdiction in which
its applicable Lending Office is located, (b) any branch profits taxes imposed by the United States
or any similar tax imposed by any other jurisdiction in which such Borrower is located or by any
jurisdiction described in (a), (c) any backup withholding tax that is required by the Code to be
withheld from amounts payable to a Lender, (d) in the case of a Lender (other



-12-









 




than an assignee pursuant to a request by the Company under Section 11.13), any
withholding tax imposed by the United States or the Netherlands that (i) is required to be imposed
on amounts payable to such Lender pursuant to the Laws in force at the time such Lender becomes a
party hereto (or designates a new Lending Office) or (ii) is attributable to such Lender’s failure
or inability (other than as a result of a Change in Law) to comply with Section 3.01(e),
except to the extent that such Lender (or its assignor, if any) was entitled, at the time of
designation of a new Lending Office (or assignment), to receive additional amounts from such
Borrower with respect to such withholding tax pursuant to Section 3.01(a)(ii) or (iii), or
(e) any Taxes that arise under FATCA.




     “Existing Credit Agreement” means that certain Credit Agreement, dated as of June 13,
2008 (as amended by the First Amendment dated as of July 10, 2008 and as amended and restated as of
August 14, 2008), among the Company, Parexel International Holding B.V. and Parexel International
Holding UK Limited, as borrowers, the Subsidiaries of the Company from time to time party thereto
as subsidiary guarantors, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A. as
administrative agent, and the other agents and arrangers from time to time party thereto.



     “Existing Term Facilities” means, collectively, the bi-lateral term loan facilities of
the Company with each of Bank of America, JPMorgan Chase Bank, N.A. and HSBC Bank USA, National
Association, in an aggregate principal amount of $75,000,000, as such term loan facilities may be
amended, restated, supplemented or replaced or refinanced prior to the Closing Date.



     “Facility” means the Term Facility or the Revolving Credit Facility, as the context
may require.



     “FASB ASC” means the Accounting Standards Codification of the Financial Accounting
Standards Board.



     “FATCA” means sections 1471 through 1474 of the Code, as of the date of this Agreement
(and any amended or successor version that is substantively comparable and not materially more
onerous to comply with), and any current or future regulations (whether temporary or proposed) that
are issued thereunder or official governmental interpretations thereof.



     “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 Bank of America on such day on such transactions as determined by the Administrative
Agent.



-13-









 





     “Fee Letter” means the letter agreement, dated as of June 9, 2011, as amended from
time to time, among the Borrower, Parexel International Holding B.V., the Administrative Agent and
MLPFS.



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



     “Foreign Lender” means, with respect to any Borrower, any Lender that is organized
under the Laws of a jurisdiction other than that in which such Borrower is resident for tax
purposes (including such a Lender when acting in the capacity of the L/C Issuer). For purposes of
this definition, the United States, each State thereof and the District of Columbia shall be deemed
to constitute a single jurisdiction.



     “Foreign Obligor” means a Loan Party that is a Foreign Subsidiary.



     “Foreign Subsidiary” means any Subsidiary that is organized under the laws of a
jurisdiction other than the United States, a State thereof or the District of Columbia.



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



     “Fronting Exposure” means, at any time there is a Revolving Credit Lender that is a
Defaulting Lender, (a) with respect to the L/C Issuer, such Defaulting Lender’s Applicable
Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such
Defaulting Lender’s participation obligation has been reallocated to other Revolving Credit Lenders
or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line
Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans other than Swing Line
Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other
Revolving Credit Lenders or Cash Collateralized in accordance with the terms hereof.



     “Fund” means any Person (other than a natural person) that 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 activities.



     “GAAP” means generally accepted accounting principles in the United States consistent
with 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 such other principles as may be approved by a significant segment of the
accounting profession in the United States, that are applicable to the circumstances as of the date
of determination, consistently applied.



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



-14-









 




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).




     “Guarantee” means, as to any Person, any (a) any obligation, contingent or otherwise,
of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness of
another Person (the “primary obligor”) in any manner, whether directly or indirectly, and
including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or
supply funds for the purchase or payment of) such Indebtedness, (ii) to purchase or lease property,
securities or services for the purpose of assuring the obligee in respect of such Indebtedness the
payment thereof, (iii) to maintain working capital, equity capital or any other financial statement
condition or liquidity or level of income or cash flow of the primary obligor so as to enable the
primary obligor to pay such Indebtedness, or (iv) entered into for the purpose of assuring in any
other manner the obligee in respect of such Indebtedness of the payment thereof (including, without
limitation, joining as an account party in respect of any letter of credit or letter of guaranty
issued to support such Indebtedness), provided that the term Guarantee shall not include
endorsements for collection or deposit in the ordinary course of business, or (b) any Lien on any
assets of such Person securing any Indebtedness of any other Person, whether or not such
Indebtedness is assumed by such Person. The amount of any Guarantee shall be deemed to be an
amount equal to the stated or determinable amount of the related primary obligation, or portion
thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in
good faith. The term “Guarantee” as a verb has a corresponding meaning.



     “Guaranteed Designated Borrower Obligations” has the meaning specified in Section
10.01(a).



     “Guaranties” means, collectively, the Company Guaranty and the Subsidiary Guaranty.



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



     “Increasing Revolving Credit Lender” has the meaning specified in Section
2.17(c).



     “Increasing Term Lender” has the meaning specified in Section 2.18(c).



     “Incremental Term Commitment” shall mean any Increasing Term Lender’s commitment to
make any Incremental Term Loans pursuant to Section 2.18.



     “Incremental Term Loan” shall mean, with respect to each Increasing Term Lender, any
incremental term loan made by such Increasing Term Lender pursuant to Section 2.18 in
accordance with its Incremental Term Commitment.



     “Indebtedness” of any Person means, without duplication, (a) all obligations of such
Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures,



-15-









 




notes or similar instruments, (c) all obligations of such Person upon which interest charges
are customarily paid, (d) all obligations of such Person under conditional sale or other title
retention agreements relating to property acquired by such Person, (e) all obligations of such
Person in respect of the deferred purchase price of property or services (excluding current
accounts payable incurred in the ordinary course of business and payment obligations incurred in
the ordinary course of business under Specified Licensing Arrangements), (f) all Indebtedness of
others secured by (or for which the holder of such Indebtedness has an existing right, contingent
or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or
not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of
Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations,
contingent or otherwise, of such Person as an account party in respect of letters of credit and
letters of guaranty and (j) all obligations, contingent or otherwise, of such Person in respect of
bankers’ acceptances. The Indebtedness of any Person shall include the Indebtedness of any other
entity (including any partnership in which such Person is a general partner) to the extent such
Person is liable therefor as a result of such Person’s ownership interest in or other relationship
with such entity, except to the extent the terms of such Indebtedness provide that such Person is
not liable therefor.




     “Indemnified Taxes” means Taxes other than Excluded Taxes.



     “Indemnitees” has the meaning specified in Section 11.04(b).



     “Information” has the meaning specified in Section 11.07.



     “Interest Payment Date” means, (a) as to any Loan other than a Base Rate Loan and any
AC Swing Line Loan, the last day of each Interest Period applicable to such Loan and the Maturity
Date; provided, however, that if any Interest Period for a Eurocurrency Rate Loan
exceeds three months, the respective dates that fall every three months after the beginning of such
Interest Period shall also be Interest Payment Dates; (b) as to any Base Rate Loan (including a
Swing Line Loan bearing interest at the Base Rate), the last Business Day of each March, June,
September and December and the Maturity Date; and (c) as to any AC Swing Line Loan, the date such
AC Swing Line Loan shall be prepaid pursuant to Section 2.05(b) or repaid pursuant to
Section 2.07(c) and the Maturity Date.



     “Interest Period” means, as to each Eurocurrency Rate Loan, the period commencing on
the date such Eurocurrency Rate Loan is disbursed or converted to or continued as a Eurocurrency
Rate Loan and ending on the date one, two, three or six months thereafter, as selected by the
Company in its Committed Loan Notice or such other period that is twelve months or less requested
by the Company and consented to by all the Lenders; provided that:



     (a) any Interest Period that would otherwise end on a day that is not a Business Day shall be
extended to the next succeeding Business Day unless such Business Day falls in another calendar
month, in which case such Interest Period shall end on the next preceding Business Day;



     (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day
for which there is no numerically corresponding day in the calendar month at the end of



-16-









 




such Interest Period) shall end on the last Business Day of the calendar month at the end of
such Interest Period; and




     (c) no Interest Period shall extend beyond the Maturity Date.



     “Investment” means, as to any Person, any direct or indirect acquisition or investment
by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests of
another Person, (b) a loan, advance or capital contribution to, or the Guarantee or assumption of
Indebtedness of, or purchase or other acquisition of any other Indebtedness of, another Person, or
(c) any Acquisition. For purposes of covenant compliance, at any time of determination, the amount
of any Investment shall be the excess, if any, of (x) the amount actually invested by a Person
(without adjustment for subsequent increases or decreases in the value of such Investment)
over (y) all returns of principal or capital thereof received in cash on or prior to such
time of determination by such Person in respect of such Investment (including all cash dividends,
cash distributions and cash repayments of Indebtedness received by such Person).



     “IRS” means the United States Internal Revenue Service.



     “ISP” means, with respect to any Letter of Credit, the “International Standby
Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such
later version thereof as may be in effect at the time of issuance).



     “Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit
Application, and any other document, agreement and instrument entered into by the L/C Issuer and
the Company (or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of
Credit.



     “Judgment Currency” has the meaning specified in Section 11.19.



     “Laws” means, collectively, all applicable international, foreign, Federal, state and
local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or
judicial precedents or authorities, including the interpretation or administration thereof by any
Governmental Authority charged with the enforcement, interpretation or administration thereof, and
all applicable administrative orders, directed duties, requests, licenses, authorizations and
permits of, and agreements with, any Governmental Authority, in each case whether or not having the
force of law.



     “L/C Advance” means, with respect to each Revolving Credit Lender, such Lender’s
funding of its participation in any L/C Borrowing in accordance with its Applicable Revolving
Credit Percentage. All L/C Advances shall be denominated in Dollars.



     “L/C Borrowing” means an extension of credit resulting from a drawing under any Letter
of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Credit
Borrowing. All L/C Borrowings shall be denominated in Dollars.



     “L/C Credit Extension” means, with respect to any Letter of Credit, the issuance
thereof or extension of the expiry date thereof, or the increase of the amount thereof.



-17-









 





     “L/C Issuer” means Bank of America in its capacity as issuer of Letters of Credit
hereunder, or any successor issuer of Letters of Credit hereunder.



     “L/C Obligations” means, as at any date of determination, the aggregate amount
available to be drawn under all outstanding Letters of Credit plus the aggregate of all
Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available
to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in
accordance with Section 1.09. 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 the ISP, such Letter of Credit shall be
deemed to be “outstanding” in the amount so remaining available to be drawn.



     “Lender” has the meaning specified in the introductory paragraph hereto and, as the
context requires, includes the Swing Line Lender.



     “Lender Parties” means, collectively, the Administrative Agent, the Lenders (including
the Swing line Lender), the L/C Issuer and each co-agent or sub-agent appointed by the
Administrative Agent from time to time pursuant to Section 9.05.



     “Lending Office” means, as to any Lender, the office or offices of such Lender
described as such in such Lender’s Administrative Questionnaire, or such other office or offices as
a Lender may from time to time notify the Company and the Administrative Agent.



     “Letter of Credit” means any standby letter of credit issued hereunder. Letters of
Credit may be issued in Dollars or in an Alternative Currency.



     “Letter of Credit Application” means an application and agreement for the issuance or
amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer.



     “Letter of Credit Expiration Date” means the day that is seven days prior to the
Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business
Day).



     “Letter of Credit Fee” has the meaning specified in Section 2.03(i).



     “Letter of Credit Sublimit” means an amount equal to $10,000,000. The Letter of
Credit Sublimit is part of, and not in addition to, the Revolving Credit Facility.



     “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement,
encumbrance, lien (statutory or other), charge or other security interest or preferential
arrangement in the nature of a security interest of any kind or nature whatsoever (including any
conditional sale or other title retention agreement, any easement, right of way or other
encumbrance on title to real property, and any financing lease having substantially the same
economic effect as any of the foregoing), but not including the retained interest of a lessor under
an operating lease in the property that is the subject of such lease.



     “Loan” means an extension of credit by a Lender to a Borrower under Article II
in the form of a Term Loan, a Revolving Credit Loan or a Swing Line Loan (including an AC Swing
Line Loan).



-18-









 





     “Loan Documents” means, collectively, this Agreement, each Designated Borrower Request
and Assumption Agreement, each Note, each Issuer Document, the Fee Letter, the Guaranties and any
agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of
Section 2.14 of this Agreement, and any other agreement now or hereafter executed and
delivered in connection herewith and designated as a “Loan Document”.



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



     “London Banking Day” means any day on which dealings in Dollar deposits are conducted
by and between banks in the London interbank eurodollar market.



     “Mandatory Cost” means, with respect to any period, the percentage rate per annum
determined in accordance with Schedule 1.01(b) hereto.



     “Material Adverse Effect” means a material adverse effect on (a) the business, assets,
operations or financial condition, of the Company and its Subsidiaries taken as a whole, or (b) the
validity, legality, binding effect or enforceability of this Agreement or any of the other Loan
Documents or the rights or remedies of the Administrative Agent and the Lenders hereunder or
thereunder.



     “Material CF Subsidiaries” means PAREXEL International GmbH, PAREXEL International
Holding B.V., Perceptive Informatics Inc, Parexel International Inc., a Japanese company, PAREXEL
International Limited, Clinphone Limited, Perceptive eClinical Ltd., PAREXEL International (India)
Private Limited, PAREXEL International Co., Ltd., Parexel International LLC, Clinphone California
Inc., Clinphone Inc., and Datalabs Inc.



     “Material Foreign Subsidiary” means any Foreign Subsidiary which, (a) is a Borrower,
(b) has been designated by the Company as a Material Foreign Subsidiary in a written notice to the
Administrative Agent or (c) by itself or together with its Subsidiaries, accounts (excluding
intercompany receivables and goodwill) for 5% or more of the Company’s consolidated total assets or
Consolidated EBITDA for the most recently ended period of four fiscal quarters for which financial
statements have been furnished to the Administrative Agent under Section 6.01(a) or
Section 6.01(b) (or, prior to the delivery of any such statements, for the period of four
fiscal quarters ended on March 31, 2011); provided that if for any period of four fiscal
quarters the combined consolidated total assets or combined Consolidated EBITDA of all Foreign
Subsidiaries that neither (x) have been designated under clause (b) above nor (y) would constitute
“Material Foreign Subsidiaries” under clause (c) above, shall have exceeded 10% of the consolidated
total assets of the Company or 10% of the Consolidated EBITDA of the Company, then one or more of
such excluded Foreign Subsidiaries shall for all purposes of this Agreement be deemed to be
Material Foreign Subsidiaries in descending order based on the amounts of their consolidated total
assets until such excess shall have been eliminated. As of the Closing Date, the Material Foreign
Subsidiaries are PAREXEL International GmbH, PAREXEL International Holding B.V., Parexel
International Inc., a Japanese company, PAREXEL International Limited, Clinphone Limited,
Perceptive eClinical Ltd., PAREXEL International (India) Private Limited, and PAREXEL International
Co., Ltd.



-19-









 





     “Material Subsidiaries” means, collectively, the Material Foreign Subsidiaries and the
Material US Subsidiaries.



     “Material US Subsidiary” means a Domestic Subsidiary (other than Parexel International
Dutch Holding LLC and Parexel International Holding Corporation) which (a) has been designated by
the Company as a Material US Subsidiary in a written notice to the Administrative Agent or (b) by
itself or together with its subsidiaries, accounts for 5% or more of the Company’s Consolidated
EBITDA or consolidated total assets for the most recently ended period of four fiscal quarters for
which financial statements have been furnished to the Administrative Agent under Section
6.01(a) or Section 6.01(b) (or, prior to the delivery of any such statements, for the
period of four fiscal quarters ended on March 31, 2011); provided that if for any period of
four fiscal quarters the combined consolidated total assets or combined Consolidated EBITDA of all
Domestic Subsidiaries that neither (x) have been designated under clause (a) above nor (y) would
constitute “Material US Subsidiaries” under clause (b) above, shall have exceeded 10% of the
consolidated total assets of the Company or 10% of the Consolidated EBITDA of the Company, then one
or more of such excluded Domestic Subsidiaries shall for all purposes of this Agreement be deemed
to be Material US Subsidiaries in descending order based on the amounts of their consolidated total
assets until such excess shall have been eliminated. As of the Closing Date, the Material US
Subsidiaries are Parexel International LLC, Perceptive Informatics Inc, DataLabs, Inc., Clinphone
California, Inc. and Perceptive Services, Inc.



     “Maturity Date” means June 30, 2016; provided, however, that if such
date is not a Business Day, the Maturity Date shall be the next preceding Business Day.



     “Medicaid” means that government-sponsored entitlement program under Title XIX, P.L.
89-97 of the Social Security Act, which provides federal grants to states for medical assistance
based on specific eligibility criteria, as set forth on Section 1396, et seq. of Title 42 of the
United States Code.



     “Medicare” means that government-sponsored insurance program under Title XVIII, P.L.
89-97, of the Social Security Act, which provides for a health insurance system for eligible
elderly and disabled individuals, as set forth at Section 1395, et seq. of Title 42 of the United
States Code.



     “MLPFS” means Merrill Lynch, Pierce, Fenner & Smith Incorporated.



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



     “Multiemployer Plan” means any employee benefit plan of the type described in Section
4001(a)(3) of ERISA, to which the Company or any ERISA Affiliate makes or is obligated to make
contributions, or during the preceding five plan years, has made or been obligated to make
contributions.



     “Multiple Employer Plan” means a Plan which has two or more contributing sponsors
(including the Company or any ERISA Affiliate) at least two of whom are not under common control,
as such a plan is described in Section 4064 of ERISA.



-20-









 





     “Non-Credit Party” means any Subsidiary of the Company that is not a Credit Party.



     “Non-U.S. Plan” shall mean any plan, fund (including, without limitation, any
superannuation fund) or other similar program established, contributed to (regardless of whether
through direct contributions or through employee withholding) or maintained outside the United
States by any Loan Party or Subsidiary of any Loan Party primarily for the benefit of employees of
the Loan Party or any such Subsidiary residing outside the United States, which plan, fund or other
similar program provides, or results in, retirement income, a deferral of income in contemplation
of retirement or payments to be made upon termination of employment, and which plan is not subject
to ERISA or the Code.



     “Note” means a Term Note or a Revolving Credit Note, as the context may require.



     “NPL” means the National Priorities List under CERCLA.



     “Obligations” means all advances to, and debts, liabilities, obligations, covenants
and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan
or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute
or contingent, due or to become due, now existing or hereafter arising and including interest and
fees that accrue after the commencement by or against any Loan Party of any proceeding under any
Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such
interest and fees are allowed claims in such proceeding.



     “OFAC” means the United States Department of Treasury Office of Foreign Assets
Control.



     “Organization Documents” means, (a) with respect to any corporation, the certificate
or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents
with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the
certificate or articles of formation or organization and operating agreement; and (c) with respect
to any partnership, joint venture, trust or other form of business entity, the partnership, joint
venture or other applicable agreement of formation or organization and any agreement, instrument or
filing with respect thereto filed in connection with its formation or organization with the
applicable Governmental Authority in the jurisdiction of its formation or organization and, if
applicable, any certificate or articles of formation or organization of such entity.



     “Other Taxes” means all present or future stamp or documentary taxes or any other
excise or property taxes, charges or similar levies arising from any payment made hereunder or
under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with
respect to, this Agreement or any other Loan Document (but, for the avoidance of doubt, excluding
any Excluded Taxes).



     “Outstanding Amount” means (a) with respect to Term Loans and Revolving Credit Loans
on any date, the Dollar Equivalent amount of the aggregate outstanding principal amount thereof
after giving effect to any borrowings and prepayments or repayments of Term Loans and Revolving
Credit Loans, as the case may be, occurring on such date; (b) with respect to Swing Line Loans on
any date, the Dollar Equivalent amount of the aggregate outstanding principal amount thereof after
giving effect to any borrowings and prepayments or repayments of such



-21-









 




Swing Line Loans occurring on such date; and (c) with respect to any L/C Obligations on any
date, the Dollar Equivalent amount of the aggregate outstanding amount of such L/C Obligations on
such date after giving effect to any L/C Credit Extension occurring on such date and any other
changes in the aggregate amount of the L/C Obligations as of such date, including as a result of
any reimbursements by the Borrower of Unreimbursed Amounts.




     “Overnight Rate” means, for any day, (a) with respect to any amount denominated in
Dollars, the greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the
Administrative Agent, the L/C Issuer, or the Swing Line Lender, as the case may be, in accordance
with banking industry rules on interbank compensation, and (b) with respect to any amount
denominated in an Alternative Currency (including any AC Swing Line Loan), the rate of interest per
annum at which overnight deposits in the applicable Alternative Currency, in an amount
approximately equal to the amount with respect to which such rate is being determined, would be
offered for such day by a branch or Affiliate of Bank of America in the applicable offshore
interbank market for such currency to major banks in such interbank market.



     “Participant” has the meaning specified in Section 11.06(d).



     “Participating Member State” means each state so described in any EMU Legislation.



     “PBGC” means the Pension Benefit Guaranty Corporation.



     “Pension Act” means the Pension Protection Act of 2006, as amended.



     “Pension Funding Rules” means the rules of the Code and ERISA regarding minimum
required contributions (including any installment payment thereof) to Pension Plans and set forth
in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412
of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter,
Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.



     “Pension Plan” means any employee pension benefit plan (including a Multiple Employer
Plan or a Multiemployer Plan) that is maintained or is contributed to (or required to be
contributed to) by the Company or any ERISA Affiliate and is either covered by Title IV of ERISA or
is subject to the minimum funding standards under Section 412 of the Code.



     “Permitted Acquisition” means an Acquisition where (a) the Company has notified the
Administrative Agent of such proposed Acquisition; (b) the business to be acquired would not
subject the Administrative Agent or the Lenders to any additional regulatory or third party
approvals in connection with the exercise of its rights and remedies under this Agreement or any
other Loan Document; (c) no contingent liabilities will be incurred or assumed in connection with
such Acquisition which could reasonably be expected to have a Material Adverse Effect; (d) the
board of directors and the shareholders (if required by applicable law), or the equivalent, of the
applicable Loan Party or other Subsidiary and the Person to be acquired has approved such merger,
consolidation or Acquisition); (e) the Company individually, and the Company and its Subsidiaries
on a consolidated basis, will be Solvent upon the consummation of the Permitted Acquisition; (f)
the Company and its Subsidiaries shall be in compliance with Section 7.11(a) and
(b) on a pro forma basis as at the end of and for the most recently ended period of four
fiscal quarters for which financial statements have been furnished to the Administrative Agent
under




-22-












 




Section 6.01(a) or Section 6.01(b) (or, prior to the delivery of any such
statements, for the period of four fiscal quarters ended on March 31, 2011); (g) after giving
effect to the Acquisition, Consolidated EBITDA (determined on a pro-forma basis for the period of
four fiscal quarters most recently ended for which financial statements have been furnished to the
Administrative Agent under Section 6.01(a) or Section 6.01(b) (or, prior to the
delivery of any such statements, for the period of four fiscal quarters ended on March 31, 2011)),
is not more than 10% lower than Consolidated EBITDA for the period of four fiscal quarters most
recently ended for which financial statements have been furnished to the Administrative Agent under
Section 6.01(a) or Section 6.01(b) (or, prior to the delivery of any such
statements, for the period of four fiscal quarters ended on March 31, 2011) without giving effect
to such Acquisition; (h) no Default or Event of Default then exists or would result after giving
effect to such Acquisition; and (i) in the case of a Permitted Material Acquisition, the Company
shall have delivered a certificate of a Financial Officer to the Administrative Agent (and
attaching calculations reasonably satisfactory to the Administrative Agent, as appropriate) (i)
certifying as to clauses (e) through (h) above, and (ii) demonstrating that after giving effect to
the Acquisition, the Consolidated Leverage Ratio (determined on a pro-forma basis for the period of
four fiscal quarters most recently ended for which financial statements have been furnished to the
Administrative Agent under Section 6.01(a) or Section 6.01(b) (or, prior to the
delivery of any such statements, for the period of four fiscal quarters ended on March 31, 2011),
shall not be greater than 2.75 to 1.00.




     “Permitted Encumbrances” means:




     (a) Liens imposed by law for taxes that are not yet due or are being contested in
compliance with Section 6.05;




     (b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like
Liens imposed by law, arising in the ordinary course of business and securing obligations
that are not overdue by more than 60 days or are being contested in compliance with
Section 6.05;




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




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




     (e) judgment liens in respect of judgments that do not constitute an Event of Default
under Section 8.01(h);




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



-23-









 






     (g) the filing of Uniform Commercial Code financing statements and similar filings made
solely as a precautionary measure in connection with an operating lease, provided
that such filings shall relate solely to the assets which are the subject of such lease.




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



          “Permitted Investments” means:




     (a) direct obligations of, or obligations the principal of and interest on which are
unconditionally guaranteed by, the United States of America (or by any agency thereof to the
extent such obligations are backed by the full faith and credit of the United States of
America), in each case maturing within one year from the date of acquisition thereof;




     (b) investments in commercial paper maturing within 270 days from the date of
acquisition thereof and having, at such date of acquisition, the highest credit rating
obtainable from S&P or from Moody’s;




     (c) investments in certificates of deposit, banker’s acceptances and time deposits
maturing within 180 days from the date of acquisition thereof issued or guaranteed by or
placed with, and money market deposit accounts issued or offered by, any domestic office of
any commercial bank organized under the laws of the United States or any state thereof which
has a combined capital and surplus and undivided profits of not less than $500,000,000;




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




     (e) money market funds that (i) comply with the criteria set forth in Securities and
Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, and (ii) are rated
AAA by S&P and Aaa by Moody’s; and




     (f) investments described on Schedule 1.01(p).



     “Permitted Material Acquisition” means any individual Acquisitions which would
otherwise be a Permitted Acquisition that exceeds an aggregate purchase price of $75,000,000.



     “Permitted Stock Repurchases” means any buybacks or repurchases of Equity Interests
issued by the Company or any other Loan Party during any fiscal year in an aggregate amount not to
exceed 30% of Consolidated Net Income for the preceding fiscal year.



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



-24-









 





     “Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA
(including a Pension Plan), maintained for employees of the Borrower or any Loan Party or any such
Plan to which the Borrower or any Loan Party is required to contribute on behalf of any of its
employees.



     “Platform” has the meaning specified in Section 6.02.



     “Public Lender” has the meaning specified in Section 6.02.



     “Register” has the meaning specified in Section 11.06(c).



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



     “Removal Effective Date” has the meaning specified in Section 9.06.



     “Reportable Event” means any of the events set forth in Section 4043(c) of ERISA,
other than events for which the 30 day notice period has been waived.



     “Request for Credit Extension” means (a) with respect to a Borrowing, conversion or
continuation of Term Loans or Revolving Credit Loans, a Committed Loan Notice, (b) with respect to
an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan,
a Swing Line Loan Notice..



     “Required Lenders” means, as of any date of determination, Lenders holding more than
50% of the sum of the (a) Total Outstandings (with the aggregate amount of each Revolving Credit
Lender’s risk participation and funded participation in L/C Obligations being deemed “held” by such
Revolving Credit Lender for purposes of this definition) and (b) aggregate unused Revolving Credit
Commitments; provided that the unused Revolving Credit Commitment of, and the portion of
the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes
of making a determination of Required Lenders.



     “Required Revolving Lenders” means, as of any date of determination, Revolving Credit
Lenders holding more than 50% of the sum of the (a) Total Revolving Credit Outstandings (with the
aggregate amount of each Revolving Credit Lender’s risk participation and funded participation in
L/C Obligations and Swing Line Loans being deemed “held” by such Revolving Credit Lender for
purposes of this definition) and (b) aggregate unused Revolving Credit Commitments;
provided that the unused Revolving Credit Commitment of, and the portion of the Total
Revolving Credit Outstandings held or deemed held by, any Defaulting Lender shall be excluded for
purposes of making a determination of Required Revolving Lenders.



     “Required Term Lenders” means, as of any date of determination, Term Lenders holding
more than 50% of the Term Facility on such date; provided that the portion of the Term
Facility held by any Defaulting Lender shall be excluded for purposes of making a determination of
Required Term Lenders.



-25-









 





     “Responsible Officer” means (a) the chief executive officer, president, chief
financial officer, treasurer, managing director, assistant treasurer or controller of a Loan Party,
and (b)(i) solely for purposes of the delivery of incumbency certificates pursuant to Section
4.01, the secretary or any assistant secretary of a Loan Party, (ii) solely for purposes of
notices given pursuant to Article II, any other officer or employee of the applicable Loan Party so
designated by any of the foregoing officers described in clause (a) in a notice to the
Administrative Agent, and, (iii) solely with respect to the Company, the Vice President of
Corporate Finance or its general counsel. Any document delivered hereunder that is signed by a
Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all
necessary corporate, partnership and/or other action on the part of such Loan Party and such
Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.



     “Restricted Payment” means any dividend or other distribution (whether in cash,
securities or other property) on any Equity Interest of the Company or any Subsidiary, or any
payment (whether in cash, securities or other property), including any sinking fund or similar
deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation
or termination of any such Equity Interest, or on account of any return of capital to the Company’s
stockholders in their capacity as such.



     “Revaluation Date” means (a) with respect to any Loan, each of the following: (i)
each date of a Borrowing of a Eurocurrency Rate Loan denominated in an Alternative Currency, (ii)
each date of a Borrowing of an AC Swing Line Loan, (iii) each date of a continuation of a
Eurocurrency Rate Loan denominated in an Alternative Currency pursuant to Section 2.02, and
(iii) such additional dates as the Administrative Agent shall determine or the Required Lenders
shall require; and (b) with respect to any Letter of Credit, each of the following: (i) each date
of issuance of a Letter of Credit denominated in an Alternative Currency, (ii) each date of an
amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely
with respect to the increased amount), (iii) each date of any payment by the L/C Issuer under any
Letter of Credit denominated in an Alternative Currency, and (iv) such additional dates as the
Administrative Agent or the L/C Issuer shall determine or the Required Lenders shall require.



     “Revolving Credit Borrowing” means a borrowing consisting of simultaneous Revolving
Credit Loans of the same Type, in the same currency and, in the case of Eurocurrency Rate Loans,
having the same Interest Period made by each of the Revolving Credit Lenders pursuant to
Section 2.01(b).



     “Revolving Credit Commitment” means, as to each Revolving Credit Lender, its
obligation to (a) make Revolving Credit Loans to the Borrower pursuant to Section 2.01(b),
(b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line
Loans, in an aggregate principal amount at any one time outstanding not to exceed the Dollar amount
set forth opposite such Lender’s name on Schedule 2.01 under the caption “Revolving Credit
Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Lender
becomes a party hereto, as applicable, as such amount may be adjusted from time to time in
accordance with this Agreement.



-26-









 





     “Revolving Credit Facility” means, at any time, the aggregate amount of the Revolving
Credit Lenders’ Revolving Credit Commitments at such time. The amount of the Revolving Credit
Facility on the Closing Date is $300,000,000.



     “Revolving Credit Increase Effective Date” has the meaning specified in Section
2.17(d).



     “Revolving Credit Lender” means, at any time, any Lender that has a Revolving Credit
Commitment at such time.



     “Revolving Credit Loan” has the meaning specified in Section 2.01(b).



     “Revolving Credit Note” means a promissory note made by the Borrower in favor of a
Revolving Credit Lender evidencing Revolving Credit Loans made by such Revolving Credit Lender,
substantially in the form of Exhibit C.



     “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 Alternative
Currency, same day or other funds as may be determined by the Administrative Agent, the Swing Line
Loan or the L/C Issuer, as the case may be, to be customary in the place of disbursement or payment
for the settlement of international banking transactions in the relevant Alternative Currency.



     “SEC” means the Securities and Exchange Commission, or any Governmental Authority
succeeding to any of its principal functions.



     “Social Security Act” means the Social Security Act of 1965.



     “Solvent” and “Solvency” mean, with respect to any Person on any date of
determination, that on such date (a) the fair value of the property of such Person is greater than
the total amount of liabilities, including contingent liabilities, of such Person, (b) the present
fair salable value of the assets of such Person is not less than the amount that will be required
to pay the probable liability of such Person on its debts as they become absolute and matured, (c)
such Person does not intend to incur debts or liabilities beyond such Person’s ability to pay such
debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction
for which such Person’s property would constitute an unreasonably small capital, and (e) such
Person is able to pay its debts and liabilities and contingent obligations as they mature in the
ordinary course of business. The amount of contingent liabilities at any time shall be computed as
the amount that, in the light of all the facts and circumstances existing at such time, represents
the amount that can reasonably be expected to become an actual or matured liability.



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



     “Special Interest Period” has the meaning specified in Section 2.02(a).



     “Special Notice Currency” means at any time an Alternative Currency, other than the
currency of a country that is a member of the Organization for Economic Cooperation and Development
at such time located in North America or Europe.



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     “Specified Licensing Arrangement” means each nonexclusive commercial third party
software licensing arrangement entered into by the Company or any other Subsidiary of the Company,
as a licensee, in the ordinary course of business, consistent with past practice; provided
that (x) such licensing arrangement is terminable upon the giving of required notice, without
penalty or acceleration any other payments otherwise due in any future period and (y) there are no
earned amounts that are unpaid thereunder (other than earned amounts in the ordinary course that
would be classified as current accounts payable).



     “Spot Rate” for a currency means the rate determined by the Administrative Agent, the
Swing Line Lender or the L/C Issuer, as applicable, to be the rate quoted by the Person acting in
such capacity 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. on the
date two Business Days prior to the date as of which the foreign exchange computation is made;
provided that the Administrative Agent, the Swing Line Lender or the L/C Issuer may obtain
such spot rate from another financial institution designated by the Administrative Agent, the Swing
Line Lender or the L/C Issuer if the Person acting in such capacity does not have as of the date of
determination a spot buying rate for any such currency; and provided further that
the (x) L/C Issuer may use such spot rate quoted on the date as of which the foreign exchange
computation is made in the case of any Letter of Credit denominated in an Alternative Currency and
(y) Swing Line Lender may use such spot rate quoted on the date as of which the foreign exchange
computation is made in the case of any AC Swing Line Loan.



     “Sterling” and “£” mean the lawful currency of the United Kingdom.



     “Subsidiary” of a Person means a corporation, partnership, joint venture, limited
liability company or other business entity of which a majority of the shares of Equity Securities
having ordinary voting power for the election of directors or other governing body (other than
Equity Securities having such power only by reason of the happening of a contingency) are at the
time beneficially owned, or the management of which is otherwise controlled, directly, or
indirectly through one or more intermediaries, or both, by such Person. Unless otherwise
specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer
to a Subsidiary or Subsidiaries of the Company.



     “Subsidiary Guarantors” means, collectively, each Material US Subsidiary as of the
Closing Date, and each other Subsidiary of the Company that shall be required to execute and
deliver a guaranty or guaranty supplement pursuant to Section 6.10. As of the Closing
Date, the Subsidiary Guarantors are Parexel International, LLC, Perceptive Informatics, Inc,
DataLabs Inc., Clinphone California Inc. and Perceptive Services, Inc.



     “Subsidiary Guaranty” means, collectively, the Guarantee of the Guaranteed Borrower
Obligations made by the Subsidiary Guarantors under Section 10.02 in favor of the Lender
Parties, together with each other guaranty and guaranty supplement, in form and substance
reasonably satisfactory to the Administrative Agent, delivered pursuant to Section 6.10 for
the benefit of the Lender Parties.



     “Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit
derivative transactions, forward rate transactions, commodity swaps, commodity options,



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forward commodity contracts, equity or equity index swaps or options, bond or bond price or
bond index swaps or options or forward bond or forward bond price or forward bond index
transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor
transactions, collar transactions, currency swap transactions, cross-currency rate swap
transactions, currency options, spot contracts, or any other similar transactions or any
combination of any of the foregoing (including any options to enter into any of the foregoing),
whether or not any such transaction is governed by or subject to any master agreement, and (b) any
and all transactions of any kind, and the related confirmations, which are subject to the terms and
conditions of, or governed by, any form of master agreement published by the International Swaps
and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any
other similar master agreement used to document transactions of the type specified in clause (a)
(any such master agreement, together with any related schedules, a “Master Agreement”),
including any such obligations or liabilities under any Master Agreement; provided,
however, that no phantom stock or similar plan providing for payments only on account of
services provided by current or former directors, officers, employees or consultants of the
Administrative Borrower or the Subsidiaries shall be a Swap Agreement.




     “Swap Termination Value” means, in respect of any one or more Swap Contracts, after
taking into account the effect of any legally enforceable netting agreement relating to such Swap
Contracts, (a) for any date on or after the date such Swap Contracts 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 Swap Contracts, as determined based upon one or more mid-market or other readily
available quotations provided by any recognized dealer in such Swap Contracts (which may include a
Lender or any Affiliate of a Lender).



     “Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section
2.04.



     “Swing Line Lender” means Bank of America in its capacity as provider of Swing Line
Loans, or any successor swing line lender hereunder.



     “Swing Line Loan” has the meaning specified in Section 2.04(a), and shall
include each AC Swing Line Loan.



     “Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to
Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit
F.



     “Swing Line Sublimit” means an amount equal to the lesser of (a) $50,000,000 and (b)
the aggregate amount of the Revolving Credit Facility. The Swing Line Sublimit is part of, and not
in addition to, the Revolving Credit Facility.



     “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.



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     “Taxes” means all present or future taxes, levies, imposts, duties, deductions,
withholdings (including backup withholding), assessments, fees or other charges imposed by any
Governmental Authority, including any interest, additions to tax or penalties applicable thereto.



     “Term Borrowing” means a borrowing consisting of simultaneous Term Loans of the same
Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of
the Term Lenders pursuant to Section 2.01(a). All Term Borrowings shall be denominated in
Dollars.



     “Term Commitment” shall mean, with respect to each Term Lender, collectively its (a)
Closing Date Term Commitment and (b) Incremental Term Commitment, if any.



     “Term Facility” means, at any time, (a) on the Closing Date, the aggregate amount of
the Closing Date Term Commitments at such time and (b) thereafter, the aggregate principal amount
of the Term Loans of all Term Lenders outstanding at such time (after giving effect to any
Incremental Term Loans made or to be made with respect to any Incremental Term Commitment). As of
the Closing Date, the Term Facility is $100,000,000.



     “Term Lender” means (a) on the Closing Date, any Lender that has a Term Commitment at
such time and (b) at any time after the Closing Date, any Lender that holds Term Loans or
Incremental Term Loan Commitment at such time.



     “Term Loan” means an advance made by any Term Lender under the Term Facility
(including any Incremental Term Loans made pursuant to Section 2.18).



     “Term Loan Amortization Amount” means an amount equal to the product of (a) the sum of
(x) the Total Loan Facility on the Closing Date plus (y) the aggregate amount of all
Incremental Term Loans made pursuant to Section 2.18 (solely to the extent such Incremental
Term Loans are made on the same terms as the Term Loan Facility as in effect on the Closing Date
(i.e., without utilizing the proviso set forth in Section 2.18(f)) times (b) (i)
1.25%, in the case of any quarterly Term Loan amortization payment made pursuant to Section
2.07(a) on or prior to the second anniversary of the Closing Date, (ii) 2.50%, in the case of
any quarterly Term Loan amortization payment made pursuant to Section 2.07(a) after the
second anniversary of the Closing Date, but on or prior to the third anniversary of the Closing
Date, (iii) 5.00%, in the case of any quarterly Term Loan amortization payment made pursuant to
Section 2.07(a) after the third anniversary of the Closing Date, but on or prior to the
fourth anniversary of the Closing Date and (iv) 15.00%, in the case of any quarterly Term Loan
amortization payment made pursuant to Section 2.07(a) after the fourth anniversary of the
Closing Date.



     “Term Loan Increase Effective Date” has the meaning specified in Section
2.18(d).



     “Term Note” means a promissory note made by the Borrower in favor of a Term Lender
evidencing Term Loans made by such Term Lender, substantially in the form of Exhibit B.



     “Threshold Amount” means $20,000,000.



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     “Total Revolving Credit Outstandings” means the aggregate Outstanding Amount of all
Revolving Credit Loans, Swing Line Loans (including any AC Swing Line Loans) and L/C Obligations.



     “Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C
Obligations.



     “Transaction” means, collectively, the execution, delivery and performance by the Loan
Parties and their applicable Subsidiaries of the Loan Documents to which they are a party, the
borrowing of Loans by each Borrower, the use of the proceeds thereof and the incurrence of Letters
of Credit hereunder.



     “Type” means, with respect to a Loan, its character as a Base Rate Loan or a
Eurocurrency Rate Loan.



     “United States” and “U.S.” mean the United States of America.



     “Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i).



     “Yen” and “¥” mean the lawful currency of Japan.



     1.02. Other Interpretive Provisions. With reference to this Agreement and each other Loan
Document, unless otherwise specified herein or in such other Loan Document:



     (a) The definitions of terms herein shall apply equally to the singular and plural forms of
the terms defined. Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be
deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to
have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i)
any definition of or reference to any agreement, instrument or other document (including any
Organization Document) shall be construed as referring to such agreement, instrument or other
document as from time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein or in any other
Loan Document), (ii) any reference herein to any Person shall be construed to include such
Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of
similar import when used in any Loan Document, shall be construed to refer to such Loan Document
in its entirety and not to any particular provision thereof, (iv) all references in a Loan
Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed
to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the
Loan Document in which such references appear, (v) any reference to any law shall include all
statutory and regulatory provisions consolidating, amending, replacing or interpreting such law
and any reference to any law or regulation shall, unless otherwise specified, refer to such law or
regulation as amended, modified or supplemented from time to time, and (vi) the words
“asset” and “property” shall be construed to have the same meaning and effect and
to refer to any and all tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.



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     (b) 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.”



     (c) Section headings herein and in the other Loan Documents are included for convenience of
reference only and shall not affect the interpretation of this Agreement or any other Loan
Document.



     1.03. Accounting Terms. (a) Generally. All accounting terms not specifically or completely
defined herein shall be construed in conformity with, and all financial data (including financial
ratios and other financial calculations) required to be submitted pursuant to this Agreement shall
be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time,
applied in a manner consistent with that used in preparing the Audited Financial Statements,
except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for
purposes of determining compliance with any covenant (including the computation of any financial
covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be
carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 on
financial liabilities shall be disregarded.



     (b) Changes in GAAP. If at any time any change in GAAP would affect the computation
of any financial ratio or requirement set forth in any Loan Document, and either the Company or
the Required Lenders shall so request, the Administrative Agent, the Lenders and the Company shall
negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof
in light of such change in GAAP (subject to the approval of the Required Lenders); provided that,
until so amended, (i) such ratio or requirement shall continue to be computed in accordance with
GAAP prior to such change therein and (ii) the Company shall provide to the Administrative Agent
for distribution to the Lenders a written reconciliation between calculations of such ratio or
requirement made before and after giving effect to such change in GAAP. Notwithstanding the
foregoing if at any time any change in GAAP would require operating leases or real estate leases
to be capitalized, the GAAP treatment of operating and real estate leases on the Closing Date
shall continue to apply for purposes of this Agreement and the other Loan Documents, including for
purposes of the definitions of “Consolidated EBITDA”, “Consolidated Interest Charges” and
“Consolidated Funded Indebtedness” and the calculation of the financial covenants under this
Agreement.



     (c) Consolidation of Variable Interest Entities. All references herein to
consolidated financial statements of the Company and its Subsidiaries or to the determination of
any amount for the Company and its Subsidiaries on a consolidated basis or any similar reference
shall, in each case, be deemed to include each variable interest entity that the Company is
required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a
Subsidiary as defined herein.



     (d) CCT. The Company has advised the Administrative Agent that it does, and is
required to, consolidate CCT in its consolidated financial statements, but that the Company does
not have the power to control CCT. Accordingly, financial position, results of operations and
cash flows of CCT shall be included for the purpose of (a) the definitions of “Consolidated
EBITDA”, “Consolidated Interest Charges” and “Consolidated Funded Indebtedness”, (b) the



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financial statements and reporting requirements in Section 6.01 and (c) determining
compliance with the financial covenants in Section 7.11. CCT shall not be deemed to be a
Subsidiary for the purposes of the closing conditions in Article IV, the representations
and warranties in Article V, the affirmative covenants in Article VI, the negative
covenants in Article VII, and the events of default in Article VIII.



     1.04. Rounding. Any financial ratios required to be maintained by the Borrower pursuant to
this Agreement shall be calculated by dividing the appropriate component by the other component,
carrying the result to one place more than the number of places by which such ratio is expressed
herein and rounding the result up or down to the nearest number (with a rounding-up if there is no
nearest number).



     1.05. Exchange Rates; Currency Equivalents.



          (a) The Administrative Agent, the Swing Line Lender or the L/C Issuer, as applicable, shall
determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent
amounts of Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such
Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed
in converting any amounts between the applicable currencies until the next Revaluation Date to
occur. Except for purposes of financial statements delivered by Loan Parties hereunder or
calculating financial covenants hereunder or except as otherwise provided herein, the applicable
amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar
Equivalent amount as so determined by the Administrative Agent, the Swing Line Lender or the L/C
Issuer, as applicable.



          (b) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or
prepayment of a Eurocurrency Rate Loan, AC Swing Line Loan or the issuance, amendment or extension
of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in
Dollars, but such Borrowing, AC Swing Line Loan, Eurocurrency Rate Loan or Letter of Credit is
denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency
Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with
0.5 of a unit being rounded upward), as determined by the Administrative Agent, the Swing Line
Lender or the L/C Issuer, as the case may be.



     1.06. Additional Alternative Currencies.



     (a) The Company may from time to time request that Eurocurrency Rate Loans, AC Swing Line
Loans be made and/or Letters of Credit be issued in a currency other than those specifically listed
in the definition of “Alternative Currency;” provided that such requested currency is a lawful
currency (other than Dollars) that is readily available and freely transferable and convertible
into Dollars. In the case of any such request with respect to the making of Eurocurrency Rate
Loans, such request shall be subject to the approval of the Administrative Agent and the Lenders;
with respect to the making of AC Swing Line Loans, such request shall be subject to the approval of
the Administrative Agent and the Swing Line Lender; and in the case of any such request with
respect to the issuance of Letters of Credit, such request shall be subject to the approval of the
Administrative Agent and the L/C Issuer.



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     (b) Any such request shall be made to the Administrative Agent not later than 11:00 a.m., 20
Business Days prior to the date of the desired Credit Extension (or such other time or date as may
be agreed by the Administrative Agent and, in the case of any such request pertaining to (x)
Letters of Credit, the L/C Issuer and (y) A/C Swing Line Loan, the Swing Line Lender, in each case,
in its or their sole discretion). In the case of any such request pertaining to (x) Eurocurrency
Rate Loans, the Administrative Agent shall promptly notify each Lender thereof; (y) AC Swing Line
Loans, the Administrative Agent shall promptly notify the Swing Line Lender thereof; and (z)
Letters of Credit, the Administrative Agent shall promptly notify the L/C Issuer thereof. Each
Lender (in the case of any such request pertaining to Eurocurrency Rate Loans), the Swing Line
Lender (in the case of any such request pertaining to AC Swing Line Loans) or the L/C Issuer (in
the case of a request pertaining to Letters of Credit) shall notify the Administrative Agent, not
later than 11:00 a.m., ten Business Days after receipt of such request whether it consents, in its
sole discretion, to the making of Eurocurrency Rate Loans, AC Swing Line Loans or the issuance of
Letters of Credit, as the case may be, in such requested currency.



     (c) Any failure by a Lender, the Swing Line Lender or the L/C Issuer, as the case may be, to
respond to such request within the time period specified in the preceding sentence shall be deemed
to be a refusal by such Lender, the Swing Line Lender or the L/C Issuer, as the case may be, to
permit Eurocurrency Rate Loans to be made or Letters of Credit to be issued in such requested
currency. If the Administrative Agent and all the Lenders consent to making Eurocurrency Rate
Loans in such requested currency, the Administrative Agent shall so notify the Company and such
currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for
purposes of any Committed Borrowings of Eurocurrency Rate Loans; if the Administrative Agent and
the Swing Line Lender consent to the making of AC Swing Line Loans in such requested currency, the
Administrative Agent shall so notify the Company and such currency shall thereupon be deemed for
all purposes to be an Alternative Currency hereunder for purposes of any AC Swing Line Loan; and if
the Administrative Agent and the L/C Issuer consent to the issuance of Letters of Credit in such
requested currency, the Administrative Agent shall so notify the Company and such currency shall
thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any
Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request
for an additional currency under this Section 1.06, the Administrative Agent shall promptly
so notify the Company.



     1.07. Change of Currency.



     (a) Each obligation of the Borrowers to make a payment denominated in the national currency
unit of any member state of the European Union that adopts the Euro as its lawful currency after
the date hereof shall be redenominated into Euro at the time of such adoption (in accordance with
the EMU Legislation). If, in relation to the currency of any such member state, the basis of
accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent
with any convention or practice in the London interbank market for the basis of accrual of
interest in respect of the Euro, such expressed basis shall be replaced by such convention or
practice with effect from the date on which such member state adopts the Euro as its lawful
currency; provided that if any Borrowing in the currency of such member



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state is outstanding immediately prior to such date, such replacement shall take effect, with
respect to such Borrowing, at the end of the then current Interest Period.



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



     (c) Each provision of this Agreement also shall be subject to such reasonable changes of
construction as the Administrative Agent, in consultation with the Company, may from time to time
reasonably specify to be appropriate to reflect a change in currency of any other country and any
relevant market conventions or practices relating to the change in currency.



     1.08. Times of Day. Unless otherwise specified, all references herein to times of day shall
be references to Eastern time (daylight or standard, as applicable).



     1.09. Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of
Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter
of Credit in effect at such time; provided, however, that with respect to any
Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides
for one or more automatic increases in the stated amount thereof, the amount of such Letter of
Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of
Credit after giving effect to all such increases, whether or not such maximum stated amount is in
effect at such time.



ARTICLE II.

THE COMMITMENTS AND CREDIT EXTENSIONS




     2.01. The Loans. (a) The Term Borrowing. Subject to the terms and conditions set
forth herein, each Term Lender severally agrees to make a single loan denominated in Dollars to the
Borrower on the Closing Date in an amount not to exceed such Term Lender’s Closing Date Term
Commitment. The Term Borrowing on the Closing Date shall consist of Term Loans made simultaneously
by the Term Lenders in accordance with their respective Closing Date Term Commitment. Amounts
borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term
Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.



     (b) The Revolving Credit Borrowings. Subject to the terms and conditions set forth
herein, each Revolving Credit Lender severally agrees to make loans (each such loan, a
“Revolving Credit Loan”) to the Borrowers in Dollars or in one or more Alternative
Currencies from time to time, on any Business Day during the Availability Period, in an aggregate
amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit
Commitment; provided, however, that after giving effect to any Revolving Credit
Borrowing, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit
Facility, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender,
plus such



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Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of
all L/C Obligations, plus such Revolving Credit Lender’s Applicable Revolving Credit
Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving
Credit Lender’s Revolving Credit Commitment. Within the limits of each Revolving Credit Lender’s
Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrowers
may borrow under this Section 2.01(b), prepay under Section 2.05, and reborrow
under this Section 2.01(b). Revolving Credit Loans may be Base Rate Loans or Eurocurrency
Rate Loans, as further provided herein.



     2.02. Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each
Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type
to the other, and each continuation of Eurocurrency Rate Loans shall be made upon the Company’s
irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice
must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days
prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate
Loans denominated in Dollars or of any conversion of Eurocurrency Rate Loans denominated in Dollars
to Base Rate Loans, (ii) three Business Days (or four Business Days in the case of a Special Notice
Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans
denominated in Alternative Currencies, and (iii) on the requested date of any Borrowing of Base
Rate Loans; provided, however, that if the Company wishes to request Eurocurrency
Rate Loans having an Interest Period other than one, two, three or six months in duration as
provided in the definition of “Interest Period” (a “Special Interest Period”), the
applicable notice must be received by the Administrative Agent not later than 11:00 a.m. (i) four
Business Days prior to the requested date of such Borrowing, conversion or continuation of
Eurocurrency Rate Loans denominated in Dollars, or (ii) four Business Days (or five Business days
in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion
or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, whereupon the
Administrative Agent shall give prompt notice to the Lenders of such request and determine whether
the requested Special Interest Period is acceptable to all of them. Not later than 11:00 a.m., (i)
three Business Days before the requested date of such Borrowing, conversion or continuation of
Eurocurrency Rate Loans denominated in Dollars, or (ii) three Business Days (or four Business days
in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion
or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, the
Administrative Agent shall notify the Company (which notice may be by telephone) whether or not the
requested Special Interest Period has been consented to by all the Lenders. Each telephonic notice
by the Company pursuant to this Section 2.02(a) must be confirmed promptly by delivery to
the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by
a Responsible Officer of the Company. Each Borrowing of, conversion to or continuation of
Eurocurrency Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of
$1,000,000 in excess thereof. Except as provided in Section 2.03(c) and 2.04(c),
each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a
whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or
written) shall specify (i) whether the Company is requesting a Term Borrowing, a Revolving Credit
Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other, or a
continuation of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or
continuation, as the case may be (which shall be



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a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued,
(iv) the Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are
to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, (vi)
the currency of the Loan to be borrowed or continued and (vii) if applicable, the Designated
Borrower. If the Company fails to specify a currency in a Committed Loan Notice requesting a
Borrowing, then the Loans so requested shall be made in Dollars. If the Company fails to specify a
Type of Loan in a Committed Loan Notice or if the Company fails to give a timely notice requesting
a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be
made as, or converted to, Base Rate Loans; provided, however, that in the case of a
failure to timely request a continuation of Loans denominated in an Alternative Currency, such
Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest
Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the
last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate
Loans. If the Company requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate
Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed
to have specified an Interest Period of one month. No Loans may be converted into or continued as
Loans denominated in a different currency, but instead must be prepaid in the original currency of
such Loans and reborrowed in the other currency.




     (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly
notify each Lender of the amount (and currency) of its Applicable Percentage under the applicable
Facility of the applicable Term Loans or Revolving Credit Loans, and if no timely notice of a
conversion or continuation is provided by the Company, the Administrative Agent shall notify each
Lender of the details of any automatic conversion to Base Rate Loans or continuation of Loans
denominated in a currency other than Dollars, in each case as described in Section
2.02(a). In the case of a Term Borrowing or a Revolving Credit Borrowing, each Lender shall
make the amount of its Loan available to the Administrative Agent in Same Day Funds at the
Administrative Agent’s Office for the applicable currency not later than 1:00 p.m., in the case of
any Loans denominated in Dollars, and not later than the Applicable Time specified by the
Administrative Agent in the case of any Loans in an Alternative Currency, on the Business Day
specified in the applicable Committed Loan Notice or, as to Loans to be made on the Closing Date
as to which Advance Funding Arrangements are in effect, in accordance with the terms thereof.
Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such
Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall
make all funds so received available to the Company or the other applicable Borrower in like funds
as received by the Administrative Agent either by (i) crediting the account of such Borrower on
the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in
each case in accordance with instructions provided to (and reasonably acceptable to) the
Administrative Agent by the Company; provided, however, that if, on the date a
Committed Loan Notice with respect to a Revolving Credit Borrowing denominated in Dollars is given
by the Company, there are L/C Borrowings outstanding, then the proceeds of such Revolving Credit
Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and,
second, shall be made available to the applicable Borrower as provided above.



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     (c) During the existence of an Event of Default, no Loans may be converted to Eurocurrency
Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required
Lenders, and the Required Lenders may demand that (i) any or all of the then outstanding
Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into
Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current
Interest Period with respect thereto and/or (ii) any or all of the then outstanding Eurocurrency
Rate Loans be converted to Base Rate Loans, on the last day of the then current Interest Period
with respect thereto.



     (d) The Administrative Agent shall promptly notify the Company and the Lenders of the
interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of
such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent
shall notify the Company and the Lenders of any change in Bank of America’s prime rate used in
determining the Base Rate promptly following the public announcement of such change.



     (e) After giving effect to all Term Borrowings, all conversions of Term Loans from one Type
to the other, and all continuations of Term Loans as the same Type, there shall not be more than
seven (7) Interest Periods in effect in respect of the Term Facility. After giving effect to all
Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the other,
and all continuations of Revolving Credit Loans as the same Type, there shall not be more than
twelve (12) Interest Periods in effect in respect of the Revolving Credit Facility.



     2.03. Letters of Credit. (a)The Letter of Credit Commitment. (i) Subject to the terms and
conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the
Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any
Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to
issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the
account of the Company or its Subsidiaries, and to amend or extend Letters of Credit previously
issued by it, in accordance with Section 2.03(b), and (2) to honor drawings under the
Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters
of Credit issued for the account of the Company or its Subsidiaries and any drawings thereunder;
provided that after giving effect to any L/C Credit Extension with respect to any Letter of
Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility,
(y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such
Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all
L/C Obligations, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage
of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Credit Lender’s
Revolving Credit Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed
the Letter of Credit Sublimit. Each request by the Company for the issuance or amendment of a
Letter of Credit shall be deemed to be a representation by the Company that the L/C Credit
Extension so requested complies with the conditions set forth in the proviso to the preceding
sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the
Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company
may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have
expired or that have been drawn upon and reimbursed.



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     (ii) The L/C Issuer shall not issue any Letter of Credit if:




     (A) subject to Section 2.03(b)(iii), the expiry date of such requested
Letter of Credit would occur more than twelve months after the date of issuance or
last extension, unless the Required Revolving Lenders have approved such expiry
date; or




     (B) the expiry date of such requested Letter of Credit would occur after the
Letter of Credit Expiration Date, unless the Administrative Agent and the L/C Issuer
have approved such expiry date (it being understood that in the event the expiry
date of any requested Letter of Credit would occur after the Letter of Credit
Expiration Date, from and after the Letter of Credit Expiration Date, the Company
shall immediately Cash Collateralize the then Outstanding Amount of all L/C
Obligations in respect of such Letters of Credit in accordance with Section
2.14).




     (iii) The L/C Issuer shall not be under any obligation to issue any Letter of Credit
if:




     (A) any order, judgment or decree of any Governmental Authority or arbitrator
shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such
Letter of Credit, or any Law applicable to the L/C Issuer or any request or
directive (whether or not having the force of law) from any Governmental Authority
with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer
refrain from, the issuance of letters of credit generally or such Letter of Credit
in particular or shall impose upon the L/C Issuer with respect to such Letter of
Credit any restriction, reserve or capital requirement (for which the L/C Issuer is
not otherwise compensated hereunder) not in effect on the Closing Date, or shall
impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not
applicable on the Closing Date and which the L/C Issuer in good faith deems material
to it;




     (B) the issuance of such Letter of Credit would violate one or more policies of
the L/C Issuer applicable to letters of credit generally;




     (C) except as otherwise agreed by the Administrative Agent and the L/C Issuer,
such Letter of Credit is in an initial stated amount less than $500,000;




     (D) any Revolving Credit Lender is at that time a Defaulting Lender, unless the
L/C Issuer has entered into arrangements, including the delivery of Cash Collateral,
satisfactory to the L/C Issuer (in its sole discretion) with the Borrowers or such
Revolving Credit Lender to eliminate the L/C Issuer’s actual or potential Fronting
Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the
Defaulting Lender arising from either the Letter of Credit then proposed to be
issued or that Letter of Credit and all other L/C Obligations as to which the L/C
Issuer has actual or potential Fronting Exposure, as it may elect in its sole
discretion;



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     (E) except as otherwise agreed by the Administrative Agent and the L/C Issuer,
such Letter of Credit is to be denominated in a currency other than Dollars or an
Alternative Currency; or




     (F) other than with respect to Euro, Sterling and Yen, the L/C Issuer does not
as of the issuance date of such requested Letter of Credit issue Letters of Credit
in the requested currency.




     (iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be
permitted at such time to issue such Letter of Credit in its amended form under the terms
hereof.




     (v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A)
the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its
amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does
not accept the proposed amendment to such Letter of Credit.




     (vi) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to
any Letters of Credit issued by it and the documents associated therewith, and the L/C
Issuer shall have all of the benefits and immunities (A) provided to the Administrative
Agent in Article IX with respect to any acts taken or omissions suffered by the L/C
Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and
Issuer Documents pertaining to such Letters of Credit as fully as if the term
“Administrative Agent” as used in Article IX included the L/C Issuer with respect to
such acts or omissions, and (B) as additionally provided herein with respect to the L/C
Issuer.



     (b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of
Credit.




     (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the
request of the Company delivered to the L/C Issuer (with a copy to the Administrative Agent)
in the form of a Letter of Credit Application, appropriately completed and signed by a
Responsible Officer of the Company. Such Letter of Credit Application must be received by
the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least three
Business Days (or such later date and time as the Administrative Agent and the L/C Issuer
may agree in a particular instance in their sole discretion) prior to the proposed issuance
date or date of amendment, as the case may be. In the case of a request for an initial
issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and
detail reasonably satisfactory to the L/C Issuer: (A) the proposed issuance date of the
requested Letter of Credit (which shall be a Business Day); (B) the amount and currency
thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof;
(E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F)
the full text of any certificate to be presented by such beneficiary in case of any drawing
thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other
matters as the L/C Issuer may reasonably request. In the case of a request for an amendment
of any outstanding Letter of Credit, such Letter of Credit



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Application shall specify in form and detail satisfactory to the L/C Issuer (1) the
Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a
Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the
L/C Issuer may reasonably request. Additionally, the Company shall furnish to the L/C
Issuer and the Administrative Agent such other documents and information pertaining to such
requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C
Issuer or the Administrative Agent may require. In the event that any Letter of Credit
Application or other Issuer Documents include representations and warranties, covenants
and/or events of default that do not contain the materiality qualifiers, exceptions or
thresholds that are applicable to the analogous provisions of this Agreement or other Loan
Documents, or are otherwise more restrictive, the relevant qualifiers, exceptions and
thresholds contained herein shall be incorporated therein or, to the extent more
restrictive, shall be deemed for the purposes of such Letter of Credit Application or other
Issuer Documents to be the same as the analogous provisions herein.




     (ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer will
confirm with the Administrative Agent (by telephone or in writing) that the Administrative
Agent has received a copy of such Letter of Credit Application from the Company and, if not,
the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the L/C
Issuer has received written notice from any Revolving Credit Lender, the Administrative
Agent or any Loan Party, at least one Business Day prior to the requested date of issuance
or amendment of the applicable Letter of Credit, that one or more applicable conditions
contained in Article IV shall not then be satisfied, then, subject to the terms and
conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for
the account of the Company (or the applicable Subsidiary) or enter into the applicable
amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and
customary business practices. Immediately upon the issuance of each Letter of Credit, each
Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally
agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an
amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit
Percentage times the amount of such Letter of Credit.




     (iii) If the Company so requests in any applicable Letter of Credit Application, the
L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that
has automatic extension provisions (each, an “Auto-Extension Letter of Credit”);
provided that any such Auto-Extension Letter of Credit must permit the L/C Issuer to
prevent any such extension at least once in each twelve-month period (commencing with the
date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof
not later than a day (the “Non-Extension Notice Date”) in each such twelve-month
period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise
directed by the L/C Issuer, the Company shall not be required to make a specific request to
the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been
issued, the Revolving Credit Lenders shall be deemed to have authorized (but may not
require) the L/C Issuer to permit the extension of such Letter of Credit at any time to an
expiry date not later than the Letter of Credit Expiration Date; provided,
however, that the L/C Issuer shall not permit any such extension if (A) the L/C



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Issuer has determined that it would not be permitted, or would have no obligation at
such time to issue such Letter of Credit in its revised form (as extended) under the terms
hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or
otherwise), or (B) it has received notice (which may be by telephone or in writing) on or
before the day that is seven Business Days before the Non-Extension Notice Date from the
Administrative Agent, any Revolving Credit Lender or the Company that one or more of the
applicable conditions specified in Section 4.02 is not then satisfied, and in each
such case directing the L/C Issuer not to permit such extension.




     (iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter
of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C
Issuer will also deliver to the Company and the Administrative Agent a true and complete
copy of such Letter of Credit or amendment.



     (c) Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from
the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit,
the L/C Issuer shall notify the Company and the Administrative Agent thereof. In the case of a
Letter of Credit denominated in an Alternative Currency, the Company shall reimburse the L/C
Issuer in such Alternative Currency, unless (A) the L/C Issuer (at its option) shall have
specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of
any such requirement for reimbursement in Dollars, the Company shall have notified the L/C Issuer
promptly following receipt of the notice of drawing that the Company will reimburse the L/C Issuer
in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of
Credit denominated in an Alternative Currency, the L/C Issuer shall notify the Company of the
Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not
later than 12:00 noon on the date of any payment by the L/C Issuer under a Letter of Credit to be
reimbursed in Dollars, or the Applicable Time on the date of any payment by the L/C Issuer under a
Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “Honor
Date”), the Company shall reimburse the L/C Issuer through the Administrative Agent in an
amount equal to the amount of such drawing and in the applicable currency, provided,
however, that if the Company shall have received notice of such payment by the L/C issuer
under a Letter of Credit less than one hour prior to the required time for payment set forth
above, the Company shall reimburse the L/C Issuer through the Administrative Agent in an amount
equal to the amount of such drawing and in the applicable currency not later than 12:00 noon or
the Applicable Time, as the case may be, on the immediately succeeding Business Day (together with
interest thereon (at the rate otherwise applicable to a Base Rate Loan), which shall be solely for
the account of the L/C Issuer). If the Company fails to so reimburse the L/C Issuer by such time,
the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the
amount of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar Equivalent
thereof in the case of a Letter of Credit denominated in an Alternative Currency) (the
“Unreimbursed Amount”), and the amount of such Revolving Credit Lender’s Applicable
Revolving Credit Percentage thereof. In such event, the Company shall be deemed to have requested
a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount
equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in
Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the
unutilized portion of the Revolving Credit Commitments and the conditions set forth in Section
4.02



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(other than the delivery of a Committed Loan Notice). Any notice given by the L/C Issuer or
the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if
immediately confirmed in writing; provided that the lack of such an immediate confirmation
shall not affect the conclusiveness or binding effect of such notice.




     (ii) Each Revolving Credit Lender shall upon any notice pursuant to Section
2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral
provided for this purpose) for the account of the L/C Issuer, in Dollars, at the
Administrative Agent’s Office for Dollar-denominated payments in an amount equal to its
Applicable Revolving Credit Percentage of the Unreimbursed Amount not later than 1:00 p.m.
on the Business Day specified in such notice by the Administrative Agent, whereupon, subject
to the provisions of Section 2.03(c)(iii), each Revolving Credit Lender that so
makes funds available shall be deemed to have made a Base Rate Loan to the Company in such
amount. The Administrative Agent shall remit the funds so received to the L/C Issuer in
Dollars.




     (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a
Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in
Section 4.02 cannot be satisfied or for any other reason, the Company shall be
deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the
Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable
on demand (together with interest) and shall bear interest at the Default Rate. In such
event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of
the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of
its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender
in satisfaction of its participation obligation under this Section 2.03.




     (iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance
pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any amount drawn
under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit
Percentage of such amount shall be solely for the account of the L/C Issuer.




     (v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C
Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as
contemplated by this Section 2.03(c), shall be absolute and unconditional and shall
not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment,
defense or other right which such Lender may have against the L/C Issuer, the Company, any
Subsidiary or any other Person for any reason whatsoever; (B) the occurrence or continuance
of a Default, or (C) any other occurrence, event or condition, whether or not similar to any
of the foregoing; provided, however, that each Revolving Credit Lender’s
obligation to make Revolving Credit Loans pursuant to this Section 2.03(c) is
subject to the conditions set forth in Section 4.02 (other than delivery by the
Company of a Committed Loan Notice). No such making of an L/C Advance shall relieve or
otherwise impair the obligation of the Company to reimburse the L/C Issuer for the amount of
any payment made by the L/C Issuer under any Letter of Credit, together with interest as
provided herein.



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     (vi) If any Revolving Credit Lender fails to make available to the Administrative Agent
for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to
the foregoing provisions of this Section 2.03(c) by the time specified in
Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement,
the L/C Issuer shall be entitled to recover from such Lender (acting through the
Administrative Agent), on demand, such amount with interest thereon for the period from the
date such payment is required to the date on which such payment is immediately available to
the L/C Issuer at a rate per annum equal to the applicable Overnight Rate from time to time
in effect, plus any administrative, processing or similar fees customarily charged by the
L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest
and fees as aforesaid), the amount so paid (other than such interest and fees) shall
constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or L/C
Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the
L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with
respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive
absent manifest error.



     (d) Repayment of Participations. (i) At any time after the L/C Issuer has made a
payment under any Letter of Credit and has received from any Revolving Credit Lender such
Revolving Credit Lender’s L/C Advance in respect of such payment in accordance with Section
2.03(c), if the Administrative Agent receives for the account of the L/C Issuer any payment in
respect of the related Unreimbursed Amount or interest thereon (whether directly from the Company
or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent),
the Administrative Agent will distribute to such Lender its Applicable Revolving Credit Percentage
of the Dollar Equivalent of such payment.




     (ii) If any payment received by the Administrative Agent for the account of the L/C
Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the
circumstances described in Section 11.05 (including pursuant to any settlement
entered into by the L/C Issuer in its discretion), each Revolving Credit Lender shall pay to
the Administrative Agent for the account of the L/C Issuer its Applicable Revolving Credit
Percentage thereof on demand of the Administrative Agent, plus interest thereon from
the date of such demand to the date such amount is returned by such Lender, at a rate per
annum equal to the applicable Overnight Rate from time to time in effect. The obligations
of the Lenders under this clause shall survive the payment in full of the Obligations and
the termination of this Agreement.



     (e) Obligations Absolute. The obligation of the Company to reimburse the L/C Issuer
for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute,
unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement under all circumstances, including the following:




     (i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or
any other Loan Document;




     (ii) the existence of any claim, counterclaim, setoff, defense or other right that the
Company or any Subsidiary may have at any time against any beneficiary or any



-44-









 






transferee of such Letter of Credit (or any Person for whom any such beneficiary or any
such transferee may be acting), the L/C Issuer or any other Person, whether in connection
with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any
agreement or instrument relating thereto, or any unrelated transaction; provided
that the Company and its Subsidiaries shall not be precluded from pursuing their rights and
remedies in separate actions;




     (iii) any draft, demand, certificate or other document presented under such 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 such
Letter of Credit;




     (iv) any payment by the L/C Issuer under such Letter of Credit against presentation of
a draft or certificate that does not strictly comply with the terms of such Letter of
Credit; or any payment made by the L/C Issuer under such 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 such Letter of Credit, including any arising in connection with any
proceeding under any Debtor Relief Law; or




     (v) any adverse change in the relevant exchange rates or in the availability of the
relevant Alternative Currency to the Company or any of its Subsidiary or in the relevant
currency markets generally; or




     (vi) 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 any of its Subsidiaries.



     The Company shall promptly examine a copy of each Letter of Credit and each amendment thereto
that is delivered to it and, in the event of any claim of noncompliance with the Company’s
instructions or other irregularity, the Company will immediately notify the L/C Issuer. The
Company shall be conclusively deemed to have waived any such claim against the L/C Issuer and its
correspondents unless such notice is given as aforesaid.



     (f) Role of L/C Issuer. Each Lender and the Company agree that, in paying any
drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any
document (other than any sight draft, certificates and documents expressly required by the Letter
of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the
authority of the Person executing or delivering any such document. None of the L/C Issuer, the
Administrative Agent, any of their respective Related Parties nor any correspondent, participant
or assignee of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in
connection herewith at the request or with the approval of the Revolving Credit Lenders or the
Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of
gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or
enforceability of any document or instrument related to any Letter of Credit or Issuer Document.
The Company hereby assumes all risks of the acts or omissions of any beneficiary



-45-









 







or transferee with respect to its use of any Letter of Credit; provided,
however, that this assumption is not intended to, and shall not, preclude the Company’s
pursuing such rights and remedies as it may have against the beneficiary or transferee at law or
under any other agreement. None of the L/C Issuer, the Administrative Agent, any of their
respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall
be liable or responsible for any of the matters described in clauses (i) through (vi) of
Section 2.03(e); provided, however, that anything in such clauses to the
contrary notwithstanding, the Company may have a claim against the L/C Issuer, and the L/C Issuer
may be liable to the Company, to the extent, but only to the extent, of any direct, as opposed to
consequential or exemplary, damages suffered by the Company which the Company proves were caused
by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful or grossly
negligent failure to pay under any Letter of Credit after the presentation to it by the
beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions
of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may
accept documents that appear on their face to be in order, without responsibility for further
investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall
not be responsible for the validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or
proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any
reason.



     (g) Release of Lenders’ Obligations. Notwithstanding anything to the contrary
contained herein or in any other Loan Document, in the event that (i) the L/C Issuer shall have
issued, in accordance with Section 2.03(a)(ii)(B), a Letter of Credit with an expiry date
occurring after the Letter of Credit Expiration Date and (ii) the Company shall have Cash
Collateralized the Outstanding Amount of all such L/C Obligations in respect of such Letter of
Credit pursuant to Section 2.14, then, upon the provision of such Cash Collateral and
without any further action, each Lender hereunder shall be automatically released from any further
obligation to the L/C Issuer in respect of such Letter of Credit, including, without limitation,
any obligation of any such Lender to reimburse the L/C Issuer for amounts drawn under such Letter
of Credit or to purchase any risk participation therein; provided, however, that
all such obligations of each Lender hereunder to the L/C Issuer in respect of such Letter of
Credit shall be revived if any Cash Collateral provided by the Company in respect of such Letter
of Credit 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 the L/C
Issuer) to be repaid to a trustee, receiver or any other party, in connection with any proceeding
under any Debtor Relief Laws or otherwise, all as if such Cash Collateral had not been provided.
The obligations of the Lenders under this paragraph shall survive termination of this Agreement.



     (h) Applicability of ISP. Unless otherwise expressly agreed by the L/C Issuer and
the Company when a Letter of Credit is issued, the rules of the ISP shall apply to each Letter of
Credit.



     (i) Letter of Credit Fees. The Company shall pay to the Administrative Agent for the
account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit
Percentage, in Dollars, a Letter of Credit fee (the “Letter of Credit Fee”) for each
Letter of Credit equal to the Applicable Rate times the Dollar Equivalent of the daily
amount available



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to be drawn under such Letter of Credit; provided, however, that any Letter
of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter
of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the
L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted
by applicable Law, to the other Revolving Credit Lenders in accordance with the upward adjustments
in their respective Applicable Percentages allocable to such Letter of Credit pursuant to
Section 2.15(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for
its own account. For purposes of computing the daily amount available to be drawn under any
Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with
Section 1.09. Letter of Credit Fees shall be (i) due and payable on the last Business Day
of each of March, June, September and December, commencing with the first such date to occur after
the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on
demand and (ii) computed on a quarterly basis in arrears. If there is any change in the
Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of
Credit shall be computed and multiplied by the Applicable Rate separately for each period during
such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary
contained herein, upon the request of the Required Revolving Lenders, while any Event of Default
exists, all Letter of Credit Fees shall accrue at the Default Rate.



     (j) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The
Company shall pay directly to the L/C Issuer for its own account, in Dollars, a fronting fee with
respect to each Letter of Credit, at the rate per annum specified in the Fee Letter, computed on
the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit on a
quarterly basis in arrears. Such fronting fee shall be due and payable on the tenth Business Day
after the end of each March, June, September and December in respect of the most recently-ended
quarterly period (or portion thereof, in the case of the first payment), commencing with the first
such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration
Date and thereafter on demand. For purposes of computing the daily amount available to be drawn
under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance
with Section 1.09. In addition, the Company shall pay directly to the L/C Issuer for its
own account, in Dollars, the customary issuance, presentation, amendment and other processing
fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as
from time to time in effect. Such customary fees and standard costs and charges are due and
payable within three Business Days of demand and are nonrefundable.



     (k) Conflict with Issuer Documents. In the event of any conflict between the terms
hereof and the terms of any Issuer Document, the terms hereof shall control.



     (l) Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of
Credit issued or outstanding hereunder is in support of any obligations of, or is for the account
of, a Subsidiary, the Company shall be obligated to reimburse the L/C Issuer hereunder for any and
all drawings under such Letter of Credit and shall, at the option of the L/C Issuer, be listed as
an account party thereto. The Company hereby acknowledges that the issuance of Letters of Credit
for the account of Subsidiaries inures to the benefit of the Company, and that the Company’s
business derives substantial benefits from the businesses of such Subsidiaries.




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     2.04. Swing Line Loans.



     (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing
Line Lender agrees, in reliance upon the agreements of the other Revolving Credit Lenders set
forth in this Section 2.04, to make loans in Dollars or in one or more Alternative
Currencies (each such loan, a “Swing Line Loan”) to the Borrowers from time to time on any
Business Day during the Availability Period, notwithstanding the fact that such Swing Line Loans,
when aggregated with the Applicable Revolving Credit Percentage of the Outstanding Amount of
Revolving Credit Loans and L/C Obligations of the Revolving Credit Lender acting as Swing Line
Lender, may exceed the amount of such Revolving Credit Lender’s Revolving Credit Commitment;
provided, however, that after giving effect to any Swing Line Loan, (i) the Total
Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (ii) the aggregate
Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Revolving Credit
Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations,
plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the
Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Credit Lender’s
Revolving Credit Commitment, and (iii) the Outstanding Amount of the Swing Line Loans shall not
exceed the Swing Line Sublimit, and provided, further, that the Borrowers shall
not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within
the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may
borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this
Section 2.04. Each Swing Line Loan (other than an AC Swing Line Loan) shall be a Base
Rate Loan and each AC Swing Line Loan shall bear interest as provided in Section 2.08(a).
Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to,
and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk
participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit
Lender’s Applicable Revolving Credit Percentage times the Dollar Equivalent of such Swing
Line Loan.



     (b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Company’s
irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by
telephone in the case of any Swing Line Loan to be denominated in Dollars. Each such notice must
be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m., in the
case of any Swing Line Loans denominated in Dollars, and not later than the Applicable Time, in
the case of any AC Swing Line Loan, on the requested borrowing date, and shall specify (i) the
amount to be borrowed, which shall be a minimum of $500,000, (ii) the requested borrowing date,
which shall be a Business Day, (iii) the currency of any AC Swing Line Loan to be borrowed and
(iv) if applicable, the Designated Borrower. Each such telephonic notice for any Swing Line Loan
to be denominated in Dollars must be confirmed promptly by delivery to the Swing Line Lender and
the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed
by a Responsible Officer of the Company. Promptly after receipt by the Swing Line Lender of any
telephonic Swing Line Loan Notice for any Swing Line Loan to be denominated in Dollars, the Swing
Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the
Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line
Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof.
Unless the Swing Line Lender has received notice (by telephone or in writing) from the
Administrative



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Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed
Swing Line Borrowing, in the case of any Swing Line Loans denominated in Dollars, and such other
time as may be specified from time to time by the Administrative Agent in the case of any AC Swing
Line Loans, (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of
the limitations set forth in the first proviso to the first sentence of Section 2.04(a),
or (B) that one or more of the applicable conditions specified in Article IV is not then
satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later
than 3:00 p.m., in the case of any Swing Line Loans denominated in Dollars, and not later than the
Applicable Time specified by the Administrative Agent in the case of any AC Swing Line Loan, on
the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line
Loan available to the Company or the other applicable Borrower at its office by crediting the
account of the Company or such other Borrower on the books of the Swing Line Lender in Same Day
Funds.




     (c) Refinancing of Swing Line Loans.




     (i) The Swing Line Lender at any time in its sole and absolute discretion may request,
on behalf of the Company (which hereby irrevocably authorize the Swing Line Lender to so
request on its behalf), that each Revolving Credit Lender make a Base Rate Loan denominated
in Dollars in an amount equal to such Lender’s Applicable Revolving Credit Percentage of the
Dollar Equivalent of the Swing Line Loans then outstanding. Such request shall be made in
writing (which written request shall be deemed to be a Committed Loan Notice for purposes
hereof) and in accordance with the requirements of Section 2.02, without regard to
the minimum and multiples specified therein for the principal amount of Base Rate Loans, but
subject to the unutilized portion of the Revolving Credit Facility and the conditions set
forth in Section 4.02. The Swing Line Lender shall furnish the Company with a copy
of the applicable Committed Loan Notice promptly after delivering such notice to the
Administrative Agent. Each Revolving Credit Lender shall make funds available (and the
Administrative Agent may apply Cash Collateral provided for this purpose) for the account of
Swing line Lender, in Dollars, at the Administrative Agent’s Office for Dollar-denominated
payments in an amount equal to its Applicable Revolving Credit Percentage of the amount
specified in such Committed Loan Notice not later than 1:00 p.m. on the day specified in
such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each
Revolving Credit Lender that so makes funds available shall be deemed to have made a Base
Rate Loan to the Borrowers in such amount. The Administrative Agent shall remit the funds
so received to the Swing Line Lender.




     (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving
Credit Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate
Loans denominated in Dollars submitted by the Swing Line Lender as set forth herein shall be
deemed to be a request by the Swing Line Lender that each of the Revolving Credit Lenders
fund its risk participation in the relevant Swing Line Loans and each Revolving Credit
Lender’s payment to the Administrative Agent for the account of the Swing Line Lender
pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such
participation.



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     (iii) If any Revolving Credit Lender fails to make available to the Administrative
Agent for the account of the Swing Line Lender any amount required to be paid by such
Revolving Credit Lender pursuant to the foregoing provisions of this Section 2.04(c)
by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled
to recover from such Revolving Credit Lender (acting through the Administrative Agent), on
demand, such amount with interest thereon for the period from the date such payment is
required to the date on which such payment is immediately available to the Swing Line Lender
at a rate per annum equal to the applicable Overnight Rate from time to time in effect,
plus any administrative, processing or similar fees customarily charged by the Swing
Line Lender in connection with the foregoing. If such Revolving Credit Lender pays such
amount (with interest and fees as aforesaid), the amount so paid (other than such interest
and fees) shall constitute such Lender’s Revolving Credit Loan included in the relevant
Revolving Credit Borrowing or funded participation in the relevant Swing Line Loan, as the
case may be. A certificate of the Swing Line Lender submitted to any Revolving Credit
Lender (through the Administrative Agent) with respect to any amounts owing under this
clause (iii) shall be conclusive absent manifest error.




     (iv) Each Lender’s obligation to make Revolving Credit Loans or to purchase and fund
risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be
absolute and unconditional and shall not be affected by any circumstance, including (A) any
setoff, counterclaim, recoupment, defense or other right which such Lender may have against
the Swing Line Lender, the Company, any Subsidiary or any other Person for any reason
whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence,
event or condition, whether or not similar to any of the foregoing; provided,
however, that each Lender’s obligation to make Revolving Credit Loans pursuant to
this Section 2.04(c) is subject to the conditions set forth in Section 4.02.
No such funding of risk participations shall relieve or otherwise impair the obligation of
the Company and the other Borrowers to repay Swing Line Loans, together with interest as
provided herein.



     (d) Repayment of Participations.




     (i) At any time after any Revolving Credit Lender has purchased and funded a risk
participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account
of such Swing Line Loan or interest thereon (whether directly from the Company or otherwise,
including proceeds of Cash Collateral applied thereto by the Administrative Agent), the
Swing Line Lender will distribute to such Revolving Credit Lender its Applicable Revolving
Credit Percentage of the Dollar Equivalent of such payment.




     (ii) If any payment received by the Swing Line Lender in respect of principal or
interest on any Swing Line Loan is required to be returned by the Swing Line Lender under
any of the circumstances described in Section 11.05 (including pursuant to any
settlement entered into by the Swing Line Lender in its discretion), each Revolving Credit
Lender shall pay to the Swing Line Lender its Applicable Revolving Credit Percentage of the
Dollar Equivalent thereof on demand of the Administrative Agent, plus interest
thereon from the date of such demand to the date such amount is returned, at a



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rate per annum equal to the applicable Overnight Rate. The Administrative Agent will
make such demand upon the request of the Swing Line Lender. The obligations of the
Revolving Credit Lenders under this clause shall survive the payment in full of the
Obligations and the termination of this Agreement.



     (e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be
responsible for invoicing the Company for interest on the Swing Line Loans. Until each Lender
funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to refinance
such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan, interest in respect
of such Applicable Revolving Credit Percentage shall be solely for the account of the Swing Line
Lender.



     (f) Payments Directly to Swing Line Lender. The Company shall make all payments of
principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.



     (g) Restrictions of Certain Alternative Currencies. Notwithstanding anything to the
Contrary contained herein, the Company and each other Borrower hereby acknowledge and agree that
any AC Swing Line Loan denominated in any currency other than Euro and Sterling shall be made at
the sole discretion and approval of the Swing Line Lender in all respects.



     (h) Defaulting Lender. If at any time there shall exist a Revolving Credit Lender
that is a Defaulting Lender, each Loan Party hereby agrees that the Swing Line Lender shall be
permitted, in its sole discretion, to retain such amount of any requested Swing Line Loan as may
be necessary to fully Cash Collateralize the then outstanding Fronting Exposure of the Swing Line
Lender with respect to such Defaulting Lender. The amount of any Swing Line Loan so retained by
the Swing Line Lender shall be deemed to be Cash Collateral provided by the Borrowers pursuant to
Section 2.14 and subject to the provisions thereof. In any such event, the Borrowers
shall be deemed to have received and the Swing Line Lender shall be deemed to have made, the
entire principal amount of the Swing Line Loan so requested, provided that only the portion not
retained by the Swing Line Lender as Cash Collateral shall actually be disbursed to the Borrowers.
Notwithstanding anything to the contrary contained in this Agreement, any portion of a Swing Line
Loan retained to cash collateralize Fronting Exposure of the Swing Line Lender shall (i) be made
as a Swing Line Loan in Dollars, (ii) bear interest at a rate per annum equal to the Base Rate
(excluding the Applicable Rate with respect thereto) and (iii) shall be excluded from the
determination the Consolidated Interest Coverage Ratio and the Consolidated Leverage Ratio.



     2.05. Prepayments.



     (a) Optional Prepayments of Term Loans and Revolving Credit Loans. Each Borrower
may, upon notice from the Company to the Administrative Agent, at any time or from time to time
voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or
penalty; provided that (A) such notice must be received by the Administrative Agent not
later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurocurrency Rate
Loans denominated in Dollars, (2) three Business Days (or four, in the case of prepayment of Loans
denominated in Special Notice Currencies) prior to



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any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and
(3) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurocurrency Rate Loans
denominated in Dollars shall be in a minimum principal amount of $2,000,000 or a whole multiple of
$1,000,000 in excess thereof; (C) any prepayment of Eurocurrency Rate Loans denominated in
Alternative Currencies shall be in a minimum principal amount of $2,000,000 or a whole multiple of
$1,000,000 in excess thereof; (D) any prepayment of Base Rate Loans shall be in a principal amount
of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the
entire principal amount thereof then outstanding; and (E) if a notice of prepayment is given in
connection with a conditional notice of termination contemplated by Section 2.06(a), then
such notice of prepayment may be revoked if such notice of termination is revoked in accordance
with Section 2.06(a) (it being understood that the Company shall be responsible for the
payment of all amounts required pursuant to Section 3.05 in connection with any such
revocation and the failure to make any such prepayment on the date so specified). Each such
notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid
and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The
Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of
the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable
Percentage in respect of the relevant Facility). If such notice is given by the Company, the
applicable Borrower shall make such prepayment and the payment amount specified in such notice
shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate
Loan shall be accompanied by all accrued interest on the amount prepaid, together with any
additional amounts required pursuant to Section 3.05. Subject to Section 2.15(a),
each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be
applied to the principal repayment installments thereof in inverse order of maturity, and each
such prepayment shall be paid to the Lenders in accordance with their respective Applicable
Percentage in respect of the Term Facility.



     (b) Optional Prepayments of Swing Line Loans. Each Borrower may, upon notice from
the Company to the Swing Line Lender (with a copy to the Administrative Agent), at any time or
from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or
penalty; provided that (i) such notice must be received by the Swing Line Lender and the
Administrative Agent not later than 1:00 p.m., in the case of any Swing Line Loans denominated in
Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case
of any AC Swing Line Loan, on the date of the prepayment, (ii) any such prepayment shall be in a
minimum principal amount of $100,000 and (iii) if a notice of prepayment is given in connection
with a conditional notice of termination contemplated by Section 2.06(a), then such notice
of prepayment may be revoked if such notice of termination is revoked in accordance with
Section 2.06(a). Each such notice shall specify the date and amount of such prepayment.
If such notice is given by the Company, the applicable Borrower shall make such prepayment and the
payment amount specified in such notice shall be due and payable on the date specified therein.



     (c) Mandatory. If the Administrative Agent notifies the Company at any time that (i)
the Total Revolving Credit Outstandings at such time exceed an amount equal to 105% of the
Revolving Credit Facility then in effect, then, within three Business Days after receipt of such
notice, the Borrowers shall prepay Revolving Credit Loans, Swing Line Loans and/or the Company
shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to



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reduce the Total Revolving Credit Outstandings as of such date of payment to an amount not to
exceed 100% of the Revolving Credit Facility then in effect; provided, however,
that, subject to clause (ii) below and the provisions of Section 2.14(a), the Company
shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section
2.05(c) unless after the prepayment in full of the Revolving Credit Loans and the Swing Line
Loans the Total Revolving Credit Outstandings exceed the Revolving Credit Facility then in effect
or (ii) the L/C Obligations at such time exceed an amount equal to 105% of the Letter of Credit
Sublimit then in effect, then, within three Business Days after receipt of such notice, the
Company shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to
eliminate such excess as of such date of provision of such Cash Collateral. The Administrative
Agent may, at any time and from time to time after the initial deposit of such Cash Collateral,
request that additional Cash Collateral be provided in accordance with this Section
2.05(c) in order to protect against the results of further exchange rate fluctuations.



     2.06. Termination or Reduction of Commitments. (a) Optional. The Company may, upon
notice to the Administrative Agent, terminate the Revolving Credit Facility, the Letter of Credit
Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Revolving Credit
Facility, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any
such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business
Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an
aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the
Company shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect
thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would
exceed the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect
thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would
exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect
thereto, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit
and (iv) a notice of termination under this Section 2.06(a) may state that such notice is
conditioned up on 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.



     (b) Mandatory. (i) The aggregate Closing Date Term Commitments shall be
automatically and permanently reduced to zero on the Closing Date upon the making of the Term
Loans to be made on the Closing Date.




     (ii) The aggregate Incremental Term Commitments shall be automatically and permanently
reduced to zero on the Term Loan Increase Effective Date applicable thereto upon the making
of such Incremental Term Loans.




     (iii) If after giving effect to any reduction or termination of Revolving Credit
Facility under this Section 2.06, the Letter of Credit Sublimit or the Swing Line
Sublimit exceeds the Revolving Credit Facility at such time, the Letter of Credit Sublimit
and/or the Swing Line Sublimit shall be automatically reduced by the amount of such excess.



     (c) Application of Commitment Reductions; Payment of Fees. The Administrative Agent
will promptly notify the Lenders of any termination or reduction of the Revolving Credit



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Facility, Swing Line Sublimit or the Letter of Credit Sublimit under this Section
2.06. Upon any reduction of the Revolving Credit Facility, the Revolving Credit Commitment of
each Revolving Credit Lender shall be reduced by such Lender’s Applicable Revolving Credit
Percentage of such reduction amount. All fees in respect of the Revolving Credit Facility accrued
until the effective date of any termination or reduction of the Revolving Credit Facility shall be
paid on the effective date of such termination or reduction.



     2.07. Repayment of Loans. (a) Term Loans. On the last Business Day of each March,
June, September and December (commencing September 30, 2011), the Borrowers shall repay the
principal amount of the Term Loans in installments equal to the Term Loan Amortization Amount
(which shall be reduced as a result of the application of prepayments in accordance with the order
of priority set forth in Section 2.05(a)); provided, however, that the
final principal repayment installment of the Term Loans shall be paid on the Maturity Date and in
any event shall be in an amount equal to the aggregate principal amount of all Term Loans
outstanding on such date.



     (b) Revolving Credit Loans. Each Borrower shall repay to the Revolving Credit
Lenders on the Maturity Date for the Revolving Credit Facility, the aggregate principal amount of
all Revolving Credit Loans made to such Borrower outstanding on such date.



     (c) Swing Line Loans. Each Borrower shall repay each Swing Line Loan made to such
Borrower on the earlier to occur of (i) the date ten Business Days after such Loan is made and
(ii) the Maturity Date.



     2.08. Interest. (a) Subject to the provisions of Section 2.08(b), (i) each
Eurocurrency Rate Loan shall bear interest on the outstanding principal amount thereof for each
Interest Period at a rate per annum equal to the Eurocurrency Rate for such Interest Period
plus the Applicable Rate for Eurocurrency Rate Loans plus (in the case of a
Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom or a
Participating Member State) the Mandatory Cost; (ii) each Base Rate Loan shall bear interest on the
outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal
to the Base Rate plus the Applicable Rate for Base Rate Loans; (iii) subject to Section
2.04(h), each Swing Line Loan (other than any AC Swing Line Loan) shall bear interest on the
outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal
to the Base Rate plus the Applicable Rate for Base Rate Loans; and (iv) each AC Swing Line
Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing
date at a rate per annum equal to the AC Swing Rate plus the Applicable Rate for
Eurocurrency Rate Loans plus (in the case of an AC Swing Line Loan of the Swing Line Lender
which is lent from a Lending Office in the United Kingdom or a Participating Member State) the
Mandatory Cost.



     (b) (i) If any amount of principal of any Loan is not paid when due (without regard to any
applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount
shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the
Default Rate to the fullest extent permitted by applicable Laws.




     (ii) If any amount (other than principal of any Loan) payable by any Borrower under any
Loan Document is not paid when due (without regard to any applicable grace



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periods), whether at stated maturity, by acceleration or otherwise, then upon the
request of the Required Lenders, such amount shall thereafter bear interest at a fluctuating
interest rate per annum at all times equal to the Default Rate to the fullest extent
permitted by applicable Laws.




     (iii) Upon the request of the Required Lenders, while any Event of Default exists, the
Borrowers shall pay interest on the principal amount of all outstanding Obligations
hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to
the fullest extent permitted by applicable Laws.




     (iv) Accrued and unpaid interest on past due amounts (including interest on past due
interest) shall be due and payable upon demand.



     (c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date
applicable thereto and at such other times as may be specified herein. Interest hereunder shall
be due and payable in accordance with the terms hereof before and after judgment, and before and
after the commencement of any proceeding under any Debtor Relief Law.



     2.09. Fees. In addition to certain fees described in Sections 2.03(i) and
(j):



     (a) Commitment Fee. The Company shall pay to the Administrative Agent for the
account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit
Percentage, a commitment fee (the “Commitment Fee”) in Dollars equal to the Applicable
Rate for Commitment Fees times the actual daily amount by which the Revolving Credit
Facility exceeds the sum of (i) the Outstanding Amount of Revolving Credit Loans and (ii) the
Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15.
The Commitment Fee shall accrue at all times during the Availability Period, including at any time
during which one or more of the conditions in Article IV is not met, and shall be due and
payable quarterly in arrears on the last Business Day of each March, June, September and December,
commencing with September 30, 2011, and on the last day of the Availability Period. The
Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the
Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by
the Applicable Rate separately for each period during such quarter that such Applicable Rate was
in effect.



     (b) Other Fees. (i) The Company shall pay to MLPFS and the Administrative Agent for
their own respective accounts, in Dollars, fees in the amounts and at the times specified in the
Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason
whatsoever.




     (ii) The Company shall pay to the Arrangers (other than MLPFS), in Dollars, such fees as
shall have been separately agreed upon on or prior to the Closing Date in writing in
connection with this Agreement in the amounts and at the times so specified. Such fees
shall be fully earned when paid and shall not be refundable for any reason whatsoever.



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     2.10. Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate.



     (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by
reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as
the case may be, and actual days elapsed. All other computations of fees and interest shall be
made on the basis of a 360-day year and actual days elapsed (which results in more fees or
interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the
case of interest in respect of Loans denominated in Alternative Currencies as to which market
practice differs from the foregoing, in accordance with such market practice. Interest shall
accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any
portion thereof, for the day on which the Loan or such portion is paid, provided that any
Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a),
bear interest for one day. Each determination by the Administrative Agent of an interest rate or
fee hereunder shall be prima facie evidence for all purposes, absent demonstrable error.



     (b) If, as a result of any restatement of or other adjustment to the financial statements of
the Company or for any other reason (other than a restatement of or adjustment to such financial
statements by reason of a required change in GAAP), the Company or the Lenders determine that (i)
the Consolidated Leverage Ratio as calculated by the Company as of any applicable date was
inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in
higher pricing for such period, the Company shall immediately and retroactively be obligated to
pay to the Administrative Agent for the account of the applicable Lenders or the L/C Issuer, as
the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an
actual or deemed entry of an order for relief with respect to the Company under the Bankruptcy
Code of the United States, automatically and without further action by the Administrative Agent,
any Lender or the L/C Issuer), an amount equal to the excess of the amount of interest and fees
that should have been paid for such period over the amount of interest and fees actually paid for
such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or
the L/C Issuer, as the case may be, under Section 2.03(i) or 2.08(b)or under
Article VIII. The Company’s obligations under this paragraph shall survive the
termination of the Aggregate Commitments and the repayment of all other Obligations hereunder for
the limited period ending one month following the date of the annual audited financial statements
of the Company and its Subsidiaries that include the period during which such termination and
repayment occurred.



     2.11. Evidence of Debt. (a) The Credit Extensions made by each Lender shall be evidenced by
one or more accounts or records maintained by such Lender and by the Administrative Agent in the
ordinary course of business. The accounts or records maintained by the Administrative Agent and
each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made
by the Lenders 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 the Borrowers
hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict
between the accounts and records maintained by any Lender 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



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error. Upon the request of any Lender to a Borrower made through the Administrative Agent,
such Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note,
which shall evidence such Lender’s Loans to such Borrower in addition to such accounts or records.
Each Lender may attach schedules to a Note and endorse thereon the date, Type (if applicable),
amount, currency and maturity of its Loans and payments with respect thereto.




     (b) In addition to the accounts and records referred to in Section 2.11(a), each
Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts
or records evidencing the purchases and sales by such Lender 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 Lender in respect of
such matters, the accounts and records of the Administrative Agent shall control in the absence of
manifest error.



     2.12. Payments Generally; Administrative Agent’s Clawback. (a) General. All payments
to be made by the Borrowers shall be made without condition or deduction for any counterclaim,
defense, recoupment or setoff. Except as otherwise expressly provided herein and except with
respect to principal of and interest on Loans denominated in an Alternative Currency, all payments
by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the
respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office
in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein. Except as
otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to
principal and interest on Loans denominated in an Alternative Currency shall be made to the
Administrative Agent, for the account of the respective Lenders to which such payment is owed, at
the applicable Administrative Agent’s Office in such Alternative Currency and in Same Day Funds not
later than the Applicable Time specified by the Administrative Agent on the dates specified herein.
Without limiting the generality of the foregoing, the Administrative Agent may require that any
payments due under this Agreement be made in the United States. If, for any reason, any Borrower
is prohibited by any Law from making any required payment hereunder in an Alternative Currency,
such Borrower shall make such payment in Dollars for the Dollar Equivalent of the Alternative
Currency payment amount. The Administrative Agent will promptly distribute to each Lender its
Applicable Percentage in respect of the relevant Facility (or other applicable share as provided
herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office.
All payments received by the Administrative Agent (i) after 2:00 p.m., in the case of payments in
Dollars, or (ii) after the Applicable Time specified by the Administrative Agent in the case of
payments in an Alternative Currency, shall in each case be deemed received on the next succeeding
Business Day and any applicable interest or fee shall continue to accrue. If any payment to be
made by any Borrower shall come due on a day other than a Business Day, payment shall be made on
the next following Business Day, and such extension of time shall be reflected in computing
interest or fees, as the case may be.



     (b) (i) Funding by Lenders; Presumption by Administrative Agent. Unless the
Administrative Agent shall have received notice from a Lender prior to the proposed date of any
Borrowing of Eurocurrency Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior
to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the
Administrative Agent such Lender’s share of such Borrowing, the



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Administrative Agent may assume that such Lender has made such share available on such date
in accordance with Section 2.02 (or, in the case of a Borrowing of Base Rate Loans, that
such Lender has made such share available in accordance with and at the time required by
Section 2.02) and may, in reliance upon such assumption, make available to the applicable
Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the
applicable Borrowing available to the Administrative Agent, then the applicable Lender and the
applicable Borrower severally agree to pay to the Administrative Agent forthwith on demand such
corresponding amount in Same Day Funds with interest thereon, for each day from and including the
date such amount is made available to such Borrower to but excluding the date of payment to the
Administrative Agent, at (A) in the case of a payment to be made by such Lender, the Overnight
Rate, plus any administrative, processing or similar fees customarily charged by the
Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made
by such Borrower, the interest rate applicable to Base Rate Loans. If such Borrower and such
Lender shall pay such interest to the Administrative Agent for the same or an overlapping period,
the Administrative Agent shall promptly remit to such Borrower the amount of such interest paid by
such Borrower for such period. If such Lender pays its share of the applicable Borrowing to the
Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such
Borrowing. Any payment by such Borrower shall be without prejudice to any claim such Borrower may
have against a Lender that shall have failed to make such payment to the Administrative Agent.





     (ii) Payments by Borrowers; Presumptions by Administrative Agent. Unless the
Administrative Agent shall have received notice from a Borrower prior to the date on which
any payment is due to the Administrative Agent for the account of the Lenders or the L/C
Issuer hereunder that such Borrower will not make such payment, the Administrative Agent may
assume that such Borrower has made such payment on such date in accordance herewith and may,
in reliance upon such assumption, distribute to the Appropriate Lenders or the L/C Issuer,
as the case may be, the amount due. In such event, if such Borrower has not in fact made
such payment, then each of the Appropriate Lenders or the L/C Issuer, as the case may be,
severally agrees to repay to the Administrative Agent forthwith on demand the amount so
distributed to such Lender or the L/C Issuer, in Same Day Funds with interest thereon, for
each day from and including the date such amount is distributed to it to but excluding the
date of payment to the Administrative Agent, at the Overnight Rate.



     A notice of the Administrative Agent to any Lender or any Borrower with respect to any amount
owing under this subsection (b) shall be conclusive, absent manifest error.




     (c) [Reserved].




     (d) Failure to Satisfy Conditions Precedent. If any Lender makes available to the
Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in
the foregoing provisions of this Article II, and such funds are not made available to such
Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set
forth in Article IV are not satisfied or waived in accordance with the terms hereof, the
Administrative Agent shall return such funds (in like funds as received from such Lender) to such
Lender, without interest.



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     (e) Obligations of Lenders Several. The obligations of the Lenders hereunder to make
Term Loans and Revolving Credit Loans, to fund participations in Letters of Credit and Swing Line
Loans and to make payments pursuant to Section 11.04(c) are several and not joint. The
failure of any Lender to make any Loan, to fund any such participation or to make any payment
under Section 11.04(c) on any date required hereunder shall not relieve any other Lender
of its corresponding obligation to do so on such date, and no Lender shall be responsible for the
failure of any other Lender to so make its Loan, to purchase its participation or to make its
payment under Section 11.04(c).



     (f) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain
the funds for any Loan in any particular place or manner or to constitute a representation by any
Lender that it has obtained or will obtain the funds for any Loan in any particular place or
manner.



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



     2.13. Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff
or counterclaim or otherwise, obtain payment in respect of (a) Obligations in respect of any the
Facilities due and payable to such Lender hereunder and under the other Loan Documents at such time
in excess of its ratable share (according to the proportion of (i) the amount of such Obligations
due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations in
respect of the Facilities due and payable to all Lenders hereunder and under the other Loan
Documents at such time) of payments on account of the Obligations in respect of the Facilities due
and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by
all the Lenders at such time or (b) Obligations in respect of any of the Facilities owing (but not
due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess
of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but
not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations in
respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the
other Loan Documents at such time) of payment on account of the Obligations in respect of the
Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan
Documents at such time obtained by all of the Lenders at such time then the Lender receiving such
greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for
cash at face value) participations in the Loans and subparticipations in L/C Obligations and Swing
Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the
benefit of all such payments shall be shared by the Lenders ratably in accordance with the
aggregate amount of Obligations in respect of the Facilities then due and payable to the Lenders or
owing (but not due and payable) to the Lenders, as the case may be, provided that:



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     (i) if any such participations or subparticipations are purchased and all or any
portion of the payment giving rise thereto is recovered, such participations or
subparticipations shall be rescinded and the purchase price restored to the extent of such
recovery, without interest; and




     (ii) the provisions of this Section shall not be construed to apply to (w) any payment
made by or on behalf of a Borrower pursuant to and in accordance with the express terms of
this Agreement (including the application of funds arising from the existence of a
Defaulting Lender), (x) the application of Cash Collateral provided for in Section
2.14, or (y) any payment obtained by a Lender as consideration for the assignment of or
sale of a participation in any of its Loans or subparticipations in L/C Obligations or Swing
Line Loans to any assignee or participant, other than an assignment to the Company or any
Affiliate thereof (as to which the provisions of this Section shall apply), or (z) any
payment of consideration for executing any amendment, waiver or consent in connection with
this Agreement so long as such consideration has been offered to all consenting Lenders.



     Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so
under applicable law, that any Lender acquiring a participation pursuant to the foregoing
arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to
such participation as fully as if such Lender were a direct creditor of such Loan Party in the
amount of such participation.



     2.14. Cash Collateral.



     (a) Certain Credit Support Events. Upon the request of the Administrative Agent or
the L/C Issuer (i) if the L/C Issuer has honored any full or partial drawing request under any
Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter
of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrowers
shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C
Obligations. At any time that there shall exist a Revolving Credit Lender that is a Defaulting
Lender, immediately upon the request of the Administrative Agent, the L/C Issuer or the Swing Line
Lender, the Borrowers shall deliver to the Administrative Agent Cash Collateral in an amount
sufficient to cover all Fronting Exposure (after giving effect to Section 2.15(a)(iv) and
any Cash Collateral provided by such Defaulting Lender) (it being understood that the
Administrative Agent may, at any time and from time to time after the initial deposit of Cash
Collateral, request that additional Cash Collateral be provided in accordance with this
Section 2.14(a) in order to protect against the results of exchange rate fluctuations).



     (b) Grant of Security Interest. All Cash Collateral (other than credit support not
constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing
deposit accounts at Bank of America. Each Borrower, and to the extent provided by any Revolving
Credit Lender, such Revolving Credit Lender, will grant to (and subjects to the control of) the
Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and the
Revolving Credit Lenders (including the Swing Line Lender), and will agree to maintain, a first
priority security interest in all such cash, deposit accounts and all balances therein, and all
other property so provided as collateral pursuant hereto, and in all proceeds of



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the foregoing, all as security for the obligations to which such Cash Collateral may be
applied pursuant to Section 2.14(c). 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 as herein provided, or that the total amount of such Cash Collateral is less than the
applicable Fronting Exposure and other obligations secured thereby, the Borrowers or the relevant
Defaulting Lender 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.



     (c) Application. Notwithstanding anything to the contrary contained in this
Agreement (except for and subject to Section 2.14(d)), Cash Collateral provided under any
of this Section 2.14 or Sections 2.03, 2.04, 2.05, 2.15 or
8.02 in respect of Letters of Credit or Swing Line Loans shall be held and applied to the
satisfaction of the specific L/C Obligations, or Swing Line Loans, obligations to fund
participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any
interest accrued on such obligation) and other obligations for which the Cash Collateral was so
provided, prior to any other application of such property as may be provided for herein.



     (d) Release. Cash Collateral (or the appropriate portion thereof) provided to reduce
Fronting Exposure or other obligations shall be released promptly following (i) the elimination of
the applicable Fronting Exposure or other obligations giving rise thereto (including by the
termination of Defaulting Lender status of the applicable Revolving Credit Lender (or, as
appropriate, its assignee following compliance with Section 11.06(b)(vi))) or (ii) the
Administrative Agent’s good faith determination that there exists excess Cash Collateral;
provided, however, (x) that Cash Collateral furnished by or on behalf of a Loan
Party shall not be released during the continuance of a Default or Event of Default (and following
application as provided in this Section 2.14 may be otherwise applied in accordance with
Section 8.03), and (y) the Person providing Cash Collateral and the L/C Issuer or Swing
Line Lender, as applicable, may agree that Cash Collateral shall not be released but instead held
to support future anticipated Fronting Exposure or other obligations.



     2.15. Defaulting Lenders.



     (a) Adjustments. Notwithstanding anything to the contrary contained in this
Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no
longer a Defaulting Lender, to the extent permitted by applicable Law:




     (i) Waivers and Amendments. That Defaulting Lender’s right to approve or
disapprove any amendment, waiver or consent with respect to this Agreement shall be
restricted as set forth in Section 11.01.




     (ii) Reallocation of Payments. Any payment of principal, interest, fees or
other amounts received by the Administrative Agent for the account of that Defaulting Lender
(whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise,
and including any amounts made available to the Administrative Agent by that Defaulting
Lender pursuant to Section 11.08), shall be applied at such time or times as may be
determined by the Administrative Agent as follows: first, to the payment of any



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amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second,
to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C
Issuer or Swing Line Lender hereunder; third, if so determined by the Administrative Agent
or requested by the L/C Issuer or Swing Line Lender, to be held as Cash Collateral for
future funding obligations of that Defaulting Lender of any participation in any Swing Line
Loan or Letter of Credit; fourth, as the Company may request (so long as no Default or Event
of Default exists), to the funding of any Loan in respect of which that Defaulting Lender
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 non-interest bearing deposit account and released in order to satisfy
obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the
payment of any amounts owing to the Lenders, the L/C Issuer or Swing Line Lender as a result
of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer
or Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s
breach of its obligations under this Agreement; seventh, to the payment of any amounts owing
to any Borrower as a result of any judgment of a court of competent jurisdiction obtained by
such Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach
of its obligations under this Agreement; and eighth, to that Defaulting Lender 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 Loans or L/C Borrowings in respect of
which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans
or L/C Borrowings were made at a time when the conditions set forth in Section 4.02
were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C
Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to
the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender. Any
payments, prepayments or other amounts paid or payable to a Defaulting Lender that are
applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral
pursuant to this Section 2.15(a)(ii) shall be deemed paid to and redirected by that
Defaulting Lender, and each Lender irrevocably consents hereto.




     (iii) Certain Fees. That Defaulting Lender (x) shall not be entitled to
receive any Commitment Fee pursuant to Section 2.09(a) for any period during which
that Lender is a Defaulting Lender (and the Company shall not be required to pay any such
fee that otherwise would have been required to have been paid to that Defaulting Lender) and
(y) shall be limited in its right to receive Letter of Credit Fees as provided in
Section 2.03(i).




     (iv) Reallocation of Applicable Revolving Credit Percentages to Reduce Fronting
Exposure. During any period in which there is a Revolving Credit Lender that is a
Defaulting Lender, for purposes of computing the amount of the obligation of each
non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or
Swing Line Loans pursuant to Sections 2.03 and 2.04, the “Applicable
Revolving Credit Percentage” of each non-Defaulting Lender shall be computed without giving
effect to the Revolving Credit Commitment of that Defaulting Lender; provided, that,
(i) each such reallocation shall be given effect only if, at the date the applicable Lender
becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate
obligation



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of each non-Defaulting Lender to acquire, refinance or fund participations in Letters
of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the
Revolving Credit Commitment of that non-Defaulting Lender minus (2) the aggregate
Outstanding Amount of the Revolving Credit Loans of that Revolving Credit Lender.



     (b) Defaulting Lender Cure. If the Company, the Administrative Agent, and in the case
of the Revolving Credit Lender that is a Defaulting Lender, the Swing Line Lender and the L/C
Issuer, agree in writing in their sole discretion that a Defaulting Lender should no longer be
deemed to be a Defaulting Lender, 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), that Lender will, to
the extent applicable, purchase that portion of outstanding Loans of the other Lenders 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 on a pro
rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to
Section 2.15(a)(iv)), whereupon that Lender will cease to be a Defaulting Lender; provided
that no adjustments will be made retroactively with respect to fees accrued or payments made by or
on behalf of any Borrower while that Lender was a Defaulting Lender; and provided,
further, that except to the extent otherwise expressly agreed by the affected parties, no
change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim
of any party hereunder arising from that Lender’s having been a Defaulting Lender.



     2.16. Designated Borrowers.



     (a) Effective as of the date hereof Parexel International Holding, B.V., a private company
with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the
laws of the Netherlands, shall be a “Designated Borrower” hereunder and may receive Loans for its
account on the terms and conditions set forth in this Agreement.



     (b) The Company may at any time, upon not less than 10 Business Days’ notice from the Company
to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent
in its sole discretion), designate any one or more additional Subsidiaries of the Company (an
“Applicant Borrower”) as a Designated Borrower to receive Loans hereunder by delivering to
the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly
executed notice and agreement in substantially the form of Exhibit G (a “Designated
Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that
prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for
herein the Administrative Agent and the Lenders shall have received such supporting resolutions,
incumbency certificates, opinions of counsel and other documents or information, in form, content
and scope reasonably satisfactory to the Administrative Agent, as may be required by the
Administrative Agent or the Required Lenders in their reasonable discretion, and Notes signed by
such new Borrowers to the extent any Lenders so require. If the Administrative Agent and the
Required Lenders agree that an Applicant Borrower shall be entitled to receive Loans hereunder,
then promptly following receipt of all such requested resolutions, incumbency certificates,
opinions of counsel and other documents or information, the Administrative Agent shall send a
notice in substantially the form of Exhibit H (a “Designated Borrower Notice”) to
the Company and the Lenders



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specifying the effective date upon which the Applicant Borrower shall constitute a Designated
Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Designated
Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the
parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of
this Agreement; provided that no Committed Loan Notice or Letter of Credit Application may
be submitted by or on behalf of such Designated Borrower until the date five Business Days after
such effective date; and provided further, that effective as of the date hereof,
the Administrative Agent and the Required Lenders agree that each of the Subsidiaries listed on
Schedule 5.12 may become a “Designated Borrower” pursuant hereto (subject to satisfaction
of the other conditions set forth in this Section 2.16) without any requirement of further
consent from the Required Lenders or the Administrative Agent so long as such Subsidiary is either
a Domestic Subsidiary or a Subsidiary organized under the laws of the United Kingdom, the
Netherlands, or a jurisdiction in which each Lender is permitted under applicable Law to make
Loans and other Credit Extensions to such Subsidiary in accordance with the terms of this
Agreement and the other Loan Documents.



     (c) The Obligations of the Company and each Designated Borrower that is a Domestic Subsidiary
shall be joint and several in nature. The Obligations of all Designated Borrowers that are
Foreign Subsidiaries shall be several in nature.



     (d) Each Subsidiary of the Company that is or becomes a “Designated Borrower” pursuant to
this Section 2.16 hereby irrevocably appoints the Company as its agent for all purposes
relevant to this Agreement and each of the other Loan Documents, including (i) the giving and
receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates
contemplated herein and all modifications hereto, and (iii) the receipt of the proceeds of any
Loans made by the Lenders to any such Designated Borrower hereunder. Any acknowledgment, consent,
direction, certification or other action which might otherwise be valid or effective only if given
or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if
given or taken only by the Company, whether or not any such other Borrower joins therein. Any
notice, demand, consent, acknowledgement, direction, certification or other communication
delivered to the Company in accordance with the terms of this Agreement shall be deemed to have
been delivered to each Designated Borrower.



     (e) The Company may from time to time, upon not less than 10 Business Days’ notice from the
Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative
Agent in its sole discretion), terminate a Designated Borrower’s status as such, provided that
there are no outstanding Loans payable by such Designated Borrower, or other amounts payable by
such Designated Borrower on account of any Loans made to it, as of the effective date of such
termination. The Administrative Agent will promptly notify the Lenders of any such termination of
a Designated Borrower’s status and shall execute such instruments or agreements reasonably
requested by the Company evidencing such release.



     2.17. Increase in Revolving Credit Facility.



     (a) Request for Increase. Provided there exists no Default or Event of Default, upon
notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders), the
Company may, not more than four (4) times (including all such requests made pursuant to



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Section 2.18(a) below) after the Closing Date over the term of this Agreement,
request an increase in the Revolving Credit Facility by an aggregate amount (for all such
requests) not to exceed $100,000,000; provided that (i) in no event shall the Revolving
Credit Facility (after giving effect to all requested increases therein) exceed $400,000,000 and
(ii) in no event shall the aggregate amount of increases in respect of the Revolving Credit
Facility effected under this Section 2.17(a), plus the aggregate amount of
increases in respect of the Term Facility effected under Section 2.18(a) exceed
$100,000,000. At the time of sending such notice, the Company (in consultation with the
Administrative Agent) shall specify the time period within which each Revolving Credit Lender is
requested to respond (which shall in no event be less than ten Business Days from the date of
delivery of such notice to the Revolving Credit Lenders).



     (b) Lender Elections to Increase. Each Revolving Credit Lender shall notify the
Administrative Agent within such time period whether or not it agrees to increase its Revolving
Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its
Applicable Revolving Credit Percentage of such requested increase. Any Revolving Credit Lender
not responding within such time period shall be deemed to have declined to increase its Revolving
Credit Commitment.



     (c) Notification by Administrative Agent; Additional Revolving Credit Lenders. The
Administrative Agent shall notify the Company and each Revolving Credit Lender of the Revolving
Credit Lenders’ responses to each request made hereunder. To achieve the full amount of a
requested increase, and subject to the approval of the Administrative Agent, the Swing Line Lender
and the L/C Issuer (which approvals shall not be unreasonably withheld), the Company may also
invite additional Eligible Assignees, or any other Person (other than the Company or any Affiliate
of the Borrower) reasonably acceptable to the Administrative Agent, the Swing Line Lender and the
L/C Issuer (together with any existing Revolving Credit Lender participating in any such increase,
each, an “Increasing Revolving Credit Lender”) to become Revolving Credit Lenders pursuant
to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent
and its counsel.



     (d) Effective Date and Allocations. If the Revolving Credit Facility is increased in
accordance with this Section, the Administrative Agent and the Company shall determine (i) the
final allocation of such increase among Increasing Revolving Credit Lenders and Schedule
2.01 shall be automatically updated to reflect the same and (ii) the effective date (the
“Revolving Credit Increase Effective Date”) of any such increase. The Administrative
Agent shall promptly notify the Company and the Revolving Credit Lenders of the final allocation
of such increase and the Revolving Credit Increase Effective Date.



     (e) Conditions to Effectiveness of Increase. As a condition precedent to such
increase, the Company shall deliver to the Administrative Agent a certificate of each Loan Party
dated as of the Revolving Credit Increase Effective Date signed by a Responsible Officer of such
Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or
consenting to such increase, and (ii) in the case of the Company, certifying that, before and
after giving effect to such increase, (A) the representations and warranties contained in
Article V and the other Loan Documents are true and correct on and as of the Revolving
Credit Increase Effective Date, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they are true and correct as of such earlier



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date, and except that for purposes of this Section 2.17, the representations and
warranties contained in subsections (a) and (b) of Section 5.04 shall be deemed to refer
to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of
Section 6.01, (B) the Company shall be in pro forma compliance with each of the financial
covenants set forth in Section 7.11 after giving effect to any such increase and (C) no
Default or Event of Default exists. The Borrowers shall prepay any Revolving Credit Loans
outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts
required pursuant to Section 3.05) to the extent necessary to keep the outstanding
Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising
from any nonratable increase in the Revolving Credit Commitments under this Section.



     (f) Term of Increase. Any incremental Revolving Credit Loans made pursuant to any
increase in the Revolving Credit Facility shall be made on the same terms (including, without
limitation, interest terms, payment terms and maturity terms), and shall be subject to the same
conditions as existing Revolving Credit Loans (it being understood that customary arrangement or
commitment fees payable to one or more Arrangers (or their Affiliates) or one or more Increasing
Revolving Credit Lenders, as the case may be, may be different than those paid with respect to the
Lenders under the Revolving Credit Facility on or prior to the Closing Date or with respect to any
other Increasing Revolving Credit Lender in connection with any other increase in the Revolving
Credit Facility pursuant to this Section 2.17).



     (g) Conflicting Provisions. This Section shall supersede any provisions in
Section 2.13 or 11.01 to the contrary.



     2.18. Increase in Term Facility.



     (a) Request for Increase. Provided there exists no Default or Event of Default, upon
notice to the Administrative Agent (which shall promptly notify the Term Lenders), the Company
may, not more than four (4) times (including all such requests made pursuant to Section
2.17(a) above) after the Closing Date over the term of this Agreement, request an increase in
the Term Facility by an aggregate amount (for all such requests) not to exceed $100,000,000;
provided that (i) in no event shall the Term Facility (after giving effect to all
requested increases therein) exceed an amount equal to $200,000,000 and (ii) in no event shall the
aggregate amount of increases in respect of the Term Facility effected under this Section
2.18(a), plus the aggregate amount of increases in respect of the Revolving Credit
Facility effected under Section 2.17(a) exceed $100,000,000. At the time of sending such
notice, the Company (in consultation with the Administrative Agent) shall specify the time period
within which each Term Lender is requested to respond (which shall in no event be less than ten
Business Days from the date of delivery of such notice to the Term Lenders).



     (b) Lender Elections to Increase. Each Term Lender shall notify the Administrative
Agent within such time period whether or not it agrees to participate in such increase in the Term
Facility and, if so, whether by an amount equal to, greater than, or less than its Applicable
Percentage of such requested increase. Any Term Lender not responding within such time period
shall be deemed to have declined to participate in such increase in the Term Facility.



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     (c) Notification by Administrative Agent; Additional Term Lenders. The
Administrative Agent shall notify the Company and each Term Lender of the Term Lenders’ responses
to each request made hereunder. To achieve the full amount of a requested increase, and subject
to the approval of the Administrative Agent (which approval shall not be unreasonably withheld),
the Company may also invite additional Eligible Assignees or any other Person (other than the
Company or any Affiliate of the Borrower) reasonably acceptable to the Administrative Agent
(together with any existing Term Lender participating in any such increase, each, an
“Increasing Term Lender”) to become Term Lenders pursuant to a joinder agreement in form
and substance reasonably satisfactory to the Administrative Agent and its counsel.



     (d) Effective Date and Allocations. If the Term Facility is increased in accordance
with this Section, the Administrative Agent and the Borrowers shall determine (i) the final
allocation of such increase among Increasing Term Lenders and Schedule 2.01 shall be
automatically updated to reflect the same and (ii) the effective date (the “Term Loan Increase
Effective Date”) of any such increase. The Administrative Agent shall promptly notify the
Company and the Term Lenders of the final allocation of such increase and the Term Loan Increase
Effective Date.



     (e) Conditions to Effectiveness of Increase. As a condition precedent to such
increase, the Company shall deliver to the Administrative Agent a certificate of each Loan Party
dated as of the Term Loan Increase Effective Date signed by a Responsible Officer of such Loan
Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or
consenting to such increase, and (ii) in the case of the Company, certifying that, before and
after giving effect to such increase, (A) the representations and warranties contained in
Article V and the other Loan Documents are true and correct on and as of the Term Loan
Increase Effective Date, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they are true and correct as of such earlier
date, and except that for purposes of this Section 2.18, the representations and
warranties contained in subsections (a) and (b) of Section 5.04 shall be deemed to refer
to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of
Section 6.01, (B) the Company shall be in pro forma compliance with each of the financial
covenants set forth in Section 7.11 after giving effect to any such increase and (C) no
Default exists.



     (f) Term of Increase. Any Incremental Term Loans made pursuant to any increase in
the Term Facility shall be made on the same terms (including, without limitation, interest terms,
payment terms and maturity terms), and shall be subject to the same conditions as existing Term
Loans (it being understood that customary arrangement or commitment fees payable to one or more
arrangers (or their affiliates) or one or more Increasing Term Lenders, as the case may be, may be
different than those paid with respect to the Lenders under the Term Facility on or prior to the
Closing Date or with respect to any other Increasing Term Lender in connection with any other
increase in the Term Facility pursuant to this Section 2.18) provided,
however, that at the election of the Company the Incremental Term Loans may be implemented
through additional new tranches of term loans instead of being implemented as an increase in the
existing Term Facility with (i) a final maturity date occurring later than the Maturity Date for
the existing Term Facility, (ii) a longer weighted average life to maturity of the Incremental
Term Loans than the weighted average life to maturity of the existing Term Loans, (iii) interest




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rates and amortization schedules applicable to the Incremental Term Loans determined by
the Company and the Increasing Term Lenders, and (iv) with such other changes as may be approved
by the Required Lenders.




     (g) Conflicting Provisions. This Section shall supersede any provisions in
Section 2.13 or 11.01 to the contrary. Notwithstanding any other provision of any
Loan Document to the contrary, the Loan Documents may be amended by the Administrative Agent, the
Company and the applicable Increasing Term Lenders to provide for terms applicable to each
Incremental Term Loan in accordance with the terms set forth in Section 2.18(f) as the
Company and the Administrative Agent shall deem necessary or advisable to reflect the
establishment of any such new tranche of Incremental Term Loans. The Incremental Term Loans shall
in all cases rank pari passu in right of payment with the Revolving Credit Loans and the existing
Term Loans



ARTICLE III.

TAXES, YIELD PROTECTION AND ILLEGALITY




     3.01. Taxes. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of
Taxes. (i) Any and all payments by or on account of any obligation of the respective Borrowers
hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made
free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws
require any Borrower or the Administrative Agent to withhold or deduct any Tax, such Tax shall be
withheld or deducted in accordance with such Laws as determined by such Borrower or the
Administrative Agent, as the case may be, upon the basis of the information and documentation to be
delivered pursuant to subsection (e) below.




     (ii) If any Borrower or the Administrative Agent shall be required by the Code to
withhold or deduct any Taxes, including both United States Federal backup withholding and
withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or
make such deductions as are determined by the Administrative Agent to be required based upon
the information and documentation it has received pursuant to subsection (e) below, (B) the
Administrative Agent shall timely pay the full amount withheld or deducted to the relevant
Governmental Authority in accordance with the Code, and (C) to the extent that the
withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum
payable by such Borrower shall be increased as necessary so that after any required
withholding or the making of all required deductions with respect to Indemnified Taxes or
Other Taxes (including deductions with respect to Indemnified Taxes or Other Taxes
applicable to additional sums payable under this Section) the Administrative Agent, Lender
or L/C Issuer, as the case may be, receives an amount equal to the sum it would have
received had no such withholding or deduction been made.




     (iii) If any Borrower or the Administrative Agent shall be required by any applicable
Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such
Borrower or the Administrative Agent, as required by such Laws, shall withhold or make such
deductions as are determined by it to be required based upon the information and
documentation it has received pursuant to subsection (e) below, (B) such Borrower or the
Administrative Agent, to the extent required by such Laws, shall timely



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pay the full amount so withheld or deducted by it to the relevant Governmental Authority in
accordance with such Laws, and (C) to the extent that the withholding or deduction is made
on account of Indemnified Taxes or Other Taxes, the sum payable by such Borrower shall be
increased as necessary so that after any required withholding or the making of all required
deductions with respect to Indemnified Taxes or Other Taxes (including deductions with
respect to Indemnified Taxes or Other Taxes applicable to additional sums payable under this
Section) the Administrative Agent, Lender or L/C Issuer, as the case may be, receives an
amount equal to the sum it would have received had no such withholding or deduction been
made.



     (b) Payment of Other Taxes by the Borrowers. Without limiting the provisions of
subsection (a) above, each Borrower shall timely pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable Laws.



     (c) Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or
(b) above, each Borrower shall, and does hereby, indemnify the Administrative Agent, each Lender
and the L/C Issuer, and shall make payment in respect thereof within 10 days after demand
therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes
or Other Taxes imposed or asserted on or attributable to amounts payable under this Section)
withheld or deducted by such Borrower or the Administrative Agent or paid by the Administrative
Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and
reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified
Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. Each Borrower shall also, and does hereby, indemnify the Administrative Agent, and
shall make payment in respect thereof within 10 days after demand therefor, for any amount which a
Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as
required by clause (ii) of this subsection. A reasonably detailed certificate as to the amount of
any such payment or liability and the reasons therefor delivered to a Borrower by a Lender or the
L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own
behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error. Any
such claim against a Borrower must be made within 180 days of the payment by the Administrative
Agent, the Lender, or the L/C Issuer to which such claim relates.




     (ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and the
L/C Issuer shall, and does hereby, indemnify each Borrower and the Administrative Agent, and
shall make payment in respect thereof within 10 days after demand therefor, against any and
all Taxes and any and all related losses, claims, liabilities, penalties, interest and
expenses (including the fees, charges and disbursements of any counsel for such Borrower or
the Administrative Agent) incurred by or asserted against such Borrower or the
Administrative Agent by any Governmental Authority as a result of the failure by such Lender
or the L/C Issuer, as the case may be, to deliver, or as a result of the inaccuracy,
inadequacy or deficiency of, any documentation required to be delivered by such Lender or
the L/C Issuer, as the case may be, to such Borrower or the Administrative Agent pursuant to
subsection (e). Each Lender and the L/C Issuer hereby authorizes the Administrative Agent
to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer,
as the case may be, under this Agreement or any



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other Loan Document against any amount due to the Administrative Agent under this clause
(ii). The agreements in this clause (ii) shall survive the resignation and/or replacement
of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or
the L/C Issuer, the termination of the Aggregate Commitments and the repayment, satisfaction
or discharge of all other Obligations.



     (d) Evidence of Payments. Upon request by a Borrower or the Administrative Agent, as
the case may be, after any payment of Taxes by such Borrower or by the Administrative Agent to a
Governmental Authority as provided in this Section 3.01, such Borrower shall deliver to the
Administrative Agent or the Administrative Agent shall deliver to such Borrower, as the case may
be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing
such payment, a copy of any return required by Laws to report such payment or other evidence of
such payment reasonably satisfactory to such Borrower or the Administrative Agent, as the case may
be.



     (e) Status of Lenders; Tax Documentation.




     (i) Each Lender shall deliver to the Company and to the Administrative Agent, at the
time or times prescribed by applicable Laws or when reasonably requested by the Company or
the Administrative Agent, such properly completed and executed documentation prescribed by
applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably
requested information as will permit the Company or the Administrative Agent, as the case
may be, to determine (A) whether or not payments made by the respective Borrowers hereunder
or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate
of withholding or deduction, and (C) such Lender’s entitlement to any available exemption
from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender
by the respective Borrowers pursuant to this Agreement or otherwise to establish such
Lender’s status for withholding tax purposes in the applicable jurisdictions.




     (ii) Without limiting the generality of the foregoing, if a Borrower is resident for
tax purposes in the United States,




     (A) any Lender that is a “United States person” within the meaning of Section
7701(a)(30) of the Code shall deliver to the Company and the Administrative Agent
executed originals of Internal Revenue Service Form W-9 or such other documentation
or information prescribed by applicable Laws or reasonably requested by the Company
on behalf of such Borrower or the Administrative Agent as will enable such Borrower
or the Administrative Agent, as the case may be, to determine whether or not such
Lender is subject to backup withholding or information reporting requirements; and




     (B) each Foreign Lender that is entitled under the Code or any applicable
treaty to an exemption from or reduction of withholding tax with respect to payments
hereunder or under any other Loan Document shall deliver to the Company and the
Administrative Agent (in such number of copies as shall be requested by the
recipient) on or prior to the date on which such Foreign Lender



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becomes a Lender under this Agreement (and from time to time thereafter upon the
request of the Company on behalf of such Borrower or the Administrative Agent, but
only if such Foreign Lender is legally entitled to do so), whichever of the
following is applicable:




     (I) executed originals of Internal Revenue Service Form W-8BEN claiming
eligibility for benefits of an income tax treaty to which the United States
is a party,




     (II) executed originals of Internal Revenue Service Form W-8ECI,




     (III) executed originals of Internal Revenue Service Form W-8IMY and
all required supporting documentation,




     (IV) in the case of a Foreign Lender claiming the benefits of the
exemption for portfolio interest under section 881(c) of the Code, (x) a
certificate to the effect that such Foreign Lender is not (A) a “bank”
within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent
shareholder” of such Borrower within the meaning of section 881(c)(3)(B) of
the Code, or (C) a “controlled foreign corporation” described in section
881(c)(3)(C) of the Code and (y) executed originals of Internal Revenue
Service Form W-8BEN, or




     (V) executed originals of any other form prescribed by applicable Laws
as a basis for claiming exemption from or a reduction in United States
Federal withholding tax together with such supplementary documentation as
may be prescribed by applicable Laws to permit such Borrower or the
Administrative Agent to determine the withholding or deduction required to
be made.




     (iii) If a payment made to a Foreign Lender under this Agreement or the other Loan
Documents would be subject to U.S. federal withholding Tax imposed by FATCA if such Foreign
Lender 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 Foreign
Lender shall deliver to the Company or the Administrative Agent, at the time or times
prescribed by Law and at such time or times reasonably requested by the Company or the
Administrative Agent, such documentation prescribed by applicable law (including as
prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation
reasonably requested by the Company or the Administrative Agent as may be necessary for the
Borrowers or the Administrative Agent to comply with its obligations under FATCA, to
determine that such Foreign Lender has or has not complied with such Foreign Lender’s
obligations under FATCA and, as necessary, to determine the amount to deduct and withhold
from such payment.




     (iv) Each Lender shall promptly (A) notify the Company and the Administrative Agent of
any change in circumstances which would modify or render



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invalid any claimed exemption or reduction, and (B) take such steps as shall not be
materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be
reasonably necessary (including the re-designation of its Lending Office) to avoid any
requirement of applicable Laws of any jurisdiction that any Borrower or the Administrative
Agent make any withholding or deduction for taxes from amounts payable to such Lender.




     (v) Each of the Borrowers shall promptly deliver to the Administrative Agent or any
Lender, as the Administrative Agent or such Lender shall reasonably request, on or prior to
the Closing Date (or such later date on which it first becomes a Borrower), and in a timely
fashion thereafter, such documents and forms required by any relevant taxing authorities
under the Laws of any jurisdiction, duly executed and completed by such Borrower, as are
required to be furnished by such Lender or the Administrative Agent under such Laws in
connection with any payment by the Administrative Agent or any Lender of Taxes or Other
Taxes, or otherwise in connection with the Loan Documents, with respect to such
jurisdiction.



     (f) Treatment of Certain Refunds. Unless required by applicable Laws, at no time
shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a
Lender or the L/C Issuer, or have any obligation to pay to any Lender or the L/C Issuer, any
refund of Taxes withheld or deducted from funds paid for the account of such Lender or the L/C
Issuer, as the case may be. If the Administrative Agent, any Lender or the L/C Issuer determines,
in its sole discretion (exercised in good faith), that it has received a refund of any Taxes or
Other Taxes as to which it has been indemnified by any Borrower or with respect to which any
Borrower has paid additional amounts pursuant to this Section, it shall pay to such Borrower an
amount equal to such refund (but only to the extent of indemnity payments made, or additional
amounts paid, by such Borrower under this Section with respect to the Taxes or Other Taxes giving
rise to such refund), net of all out-of-pocket expenses and net of any loss or gain realized in
the conversion of such funds from or to another currency incurred by the Administrative Agent,
such Lender or the L/C Issuer, as the case may be, and without interest (other than any interest
paid by the relevant Governmental Authority with respect to such refund), provided that
each Borrower, upon the request of the Administrative Agent, such Lender or the L/C Issuer, agrees
to repay the amount paid over to such Borrower (plus any penalties, interest or other charges
imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the
L/C Issuer in the event the Administrative Agent, such Lender or the L/C Issuer is required to
repay such refund to such Governmental Authority. This subsection shall not be construed to
require the Administrative Agent, any Lender or the L/C Issuer to make available its tax returns
(or any other information relating to its taxes that it deems confidential) to any Borrower or any
other Person.



     3.02. Illegality. If any Lender determines that any Law has made it unlawful, or that any
Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending
Office to make, maintain or fund Loans (whether denominated in Dollars or an Alternative Currency)
whose interest is determined by reference to the Eurocurrency Rate (or the Swing Rate, in the case
of any AC Swing Line Loan), or to determine or charge interest rates based upon the Eurocurrency
Rate (or the Swing Rate, in the case of any AC Swing Loan), or any Governmental Authority has
imposed material restrictions on the authority of such Lender to



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purchase or sell, or to take deposits of, Dollars or any Alternative Currency in the applicable
interbank market, then, on notice thereof by such Lender to the Company through the Administrative
Agent, (i) any obligation of such Lender to make or continue Eurocurrency Rate Loans (or AC Swing
Loans) in the affected currency or currencies or, in the case of Eurocurrency Rate Loans in
Dollars, to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended, and (ii) if such
notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest
rate on which is determined by reference to the Eurocurrency Rate component of the Base Rate, the
interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality,
be determined by the Administrative Agent without reference to the Eurocurrency Rate component of
the Base Rate, in each case until such Lender notifies the Administrative Agent and the Company
that the circumstances giving rise to such determination no longer exist. Upon receipt of such
notice, (x) the Borrowers shall, upon demand from such Lender (with a copy to the Administrative
Agent), prepay all such Eurocurrency Rate Loans (or AC Swing Line Loans) or, if applicable and such
Loans are denominated in Dollars, convert all such Eurocurrency Rate Loans of such Lender to Base
Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid
such illegality, be determined by the Administrative Agent without reference to the Eurocurrency
Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such
Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or immediately,
if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans and (y) if such
notice asserts the illegality of such Lender determining or charging interest rates based upon the
Eurocurrency Rate, the Administrative Agent shall during the period of such suspension compute the
Base Rate applicable to such Lender without reference to the Eurocurrency Rate component thereof
until the Administrative is advised in writing by such Lender that it is no longer illegal for
such Lender to determine or charge interest rates based upon the Eurocurrency Rate. Upon any such
prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or
converted.




     3.03. Inability to Determine Rates. If the Required Lenders determine that for any reason in
connection with any request for an AC Swing Line Loan or a Eurocurrency Rate Loan or a conversion
to or continuation thereof that (a) deposits (whether in Dollars or an Alternative Currency) are
not being offered to banks in the applicable offshore interbank market for such currency for the
applicable amount and Interest Period of such AC Swing Line Loan or Eurocurrency Rate Loan, (b)
adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested
Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars
or an Alternative Currency), the Swing Rate in connection with an AC Swing Line Loan or in
connection with an existing or proposed Base Rate Loan, or (c) the Eurocurrency Rate for any
requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Swing Rate in
connection with an AC Swing Line Loan does not adequately and fairly reflect the cost to such
Lenders of funding such Loan, the Administrative Agent will promptly so notify the Company and each
Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans
and the obligation of the Swing Line Lender to make or maintain AC Swing Line Loans in the affected
currency or currencies shall be suspended, and (y) in the event of a determination described in the
preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the
utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in
each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes
such



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notice. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing
of, conversion to or continuation of Eurocurrency Rate Loans or any Borrowing of any AC Swing Line
Loan in the affected currency or currencies or, failing that, will be deemed to have converted such
request into a request for a Borrowing of Base Rate Loans (in the case of any Eurocurrency Rate
Loan) or a Borrowing of Swing Line Loans denominated in Dollars (in the case of any AC Swing Line
Loan) in the amount specified therein.




     3.04. Increased Costs; Reserves on Eurocurrency Rate Loans.



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




     (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan,
insurance charge or similar requirement against assets of, deposits with or for the account
of, or credit extended or participated in by, any Lender (except (A) any reserve requirement
contemplated by Section 3.04(e) and (B) the requirements of the Bank of England and
the Financial Services Authority or the European Central Bank reflected in the Mandatory
Cost, other than as set forth below) or the L/C Issuer;




     (ii) subject any Lender or the L/C Issuer to any tax of any kind whatsoever with
respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit, AC
line Loan or any Eurocurrency Rate Loan made by it, or change the basis of taxation of
payments to such Lender or the L/C Issuer in respect thereof (except for Indemnified Taxes
or Other Taxes covered by Section 3.01 and the imposition of, or any change in the
rate of, any Excluded Tax payable by such Lender or the L/C Issuer);




     (iii) result in the failure of the Mandatory Cost, as calculated hereunder, to
represent the cost to any Lender of complying with the requirements of the Bank of England
and/or the Financial Services Authority or the European Central Bank in relation to its
making, funding or maintaining Eurocurrency Rate Loans or any AC Swing Line Loan; or




     (iv) impose on any Lender or the L/C Issuer or the London interbank market any other
condition, cost or expense affecting this Agreement or Eurocurrency Rate Loans or AC Swing
Line Loans made by such Lender or any Letter of Credit or participation therein;


and the result of any of the foregoing shall be to increase the cost to such Lender of making or
maintaining any AC Swing line Loan or any Loan the interest on which is determined by reference to
the Eurocurrency Rate (or of maintaining its obligation to make any such Loan), or to increase the
cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter of
Credit or any AC Swing line Loan (or of maintaining its obligation to participate in Letter of
Credit or any AC Swing Line Loan or to issue any Letter of Credit), or to reduce the amount of any
sum received or receivable by such Lender or the L/C Issuer hereunder (whether of principal,
interest or any other amount) then, upon request of such Lender or the L/C Issuer, the Company will
pay (or cause the applicable Designated Borrower to pay) to such Lender (including, the Swing line
Lender) or the L/C Issuer, as the case may be, such additional amount






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or amounts as will compensate such Lender or the L/C Issuer, as the case may be, for such
additional costs incurred or reduction suffered.




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



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



     (d) Delay in Requests. Failure or delay on the part of any Lender or the L/C Issuer
to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a
waiver of such Lender’s or the L/C Issuer’s right to demand such compensation, provided
that no Borrower shall be required to compensate a Lender or the L/C Issuer pursuant to the
foregoing provisions of this Section for any increased costs incurred or reductions suffered more
than 180 days prior to the date that such Lender or the L/C Issuer, as the case may be, notifies
the Company of the Change in Law giving rise to such increased costs or reductions and of such
Lender’s or the L/C Issuer’s intention to claim compensation therefor (except that, if the Change
in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period
referred to above shall be extended to include the period of retroactive effect thereof).



     (e) Reserves. The Company shall pay (or cause the applicable Designated Borrower to
pay) to each Lender (without duplication of any amounts otherwise paid to such Lender and
attributable to Mandatory Costs), (i) as long as such Lender shall be required to maintain
reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or
deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid
principal amount of each Eurocurrency Rate Loan or AC Swing Line Loan equal to the actual costs of
such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith,
which determination shall be conclusive absent manifest error), and (ii) as long as such Lender
shall be required to comply with any reserve ratio requirement or analogous



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requirement of any other central banking or financial regulatory authority imposed in respect of
the maintenance of the Commitments or the funding of the Eurocurrency Rate Loans and AC Swing Line
Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if
necessary, to the nearest five decimal places) equal to the actual costs allocated to such
Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination
shall be conclusive), which in each case shall be due and payable on each date on which interest
is payable on such Loan, provided the Company shall have received at least 10 days’ prior
notice (with a copy to the Administrative Agent) of such additional interest or costs from such
Lender. If a Lender fails to give notice 10 days prior to the relevant Interest Payment Date,
such additional interest or costs shall be due and payable 10 days from receipt of such notice.



     3.05. Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative
Agent) from time to time, the Company shall promptly compensate (or cause the applicable Designated
Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or
expense incurred by it as a result of:



     (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate
Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary,
mandatory, automatic, by reason of acceleration, or otherwise);



     (b) any failure by any Borrower (for a reason other than the failure of such Lender to make a
Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or
in the amount notified by the Company or the applicable Designated Borrower;



     (c) any failure by any Borrower to make payment of any Loan or drawing under any Letter of
Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date
or any payment thereof in a different currency; or



     (d) any assignment of a Eurocurrency Rate Loan on a day other than the last day of the
Interest Period therefor as a result of a request by the Company pursuant to Section
11.13;


including any foreign exchange losses and any loss or expense arising from the liquidation or
reemployment of funds obtained by it to maintain such Loan, from fees payable to terminate the
deposits from which such funds were obtained or from the performance of any foreign exchange
contract. The Company shall also pay (or cause the applicable Designated Borrower to pay) any
customary administrative fees charged by such Lender in connection with the foregoing.



For purposes of calculating amounts payable by the Company (or the applicable Designated Borrower)
to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each
Eurocurrency Rate Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or
other borrowing in the applicable offshore interbank market for such currency for a comparable
amount and for a comparable period, whether or not such Eurocurrency Rate Loan was in fact so
funded.




     3.06. Mitigation Obligations; Replacement of Lenders. (a) Designation of a Different
Lending Office. If any Lender requests compensation under Section 3.04, charges a
Borrower for Mandatory Costs hereunder, or any Borrower is required to pay any additional



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amount to any Lender, the L/C Issuer, or any Governmental Authority for the account of any Lender
or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to
Section 3.02, then such Lender or the L/C Issuer shall, as applicable, use reasonable
efforts to designate a different Lending Office for funding or booking its Loans hereunder or to
assign its rights and obligations hereunder to another of its offices, branches or affiliates, if,
in the judgment of such Lender or the L/C Issuer, such designation or assignment (i) would
eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case
may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as
applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may
be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender
or the L/C Issuer, as the case may be. The Company hereby agrees to pay (or to cause the
applicable Designated Borrower to pay) all reasonable costs and expenses incurred by any Lender or
the L/C Issuer in connection with any such designation or assignment.




     (b) Replacement of Lenders. If any Lender requests compensation under Section
3.04, or provides a notice under Section 3.02, or if any Borrower is required to pay
any additional amount to any Lender or any Governmental Authority for the account of any Lender
pursuant to Section 3.01, the Company may replace such Lender in accordance with
Section 11.13.



     3.07. Survival. All of the Borrowers’ obligations under this Article III shall
survive termination of the Aggregate Commitments, repayment of all other Obligations hereunder, and
resignation of the Administrative Agent.



ARTICLE IV.

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS




     4.01. Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each
Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following
conditions precedent:



     (a) The Administrative Agent’s receipt of the following, each of which shall be originals or
telecopies (followed promptly by originals) unless otherwise specified, each properly executed by
a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of
certificates of governmental officials, a recent date before the Closing Date) and each in form
and substance satisfactory to the Administrative Agent and each of the Lenders:




     (i) executed counterparts of this Agreement, sufficient in number for distribution to
the Administrative Agent, each Lender and the Company and, if Advance Funding Arrangements
shall exist with respect to funding on the Closing Date, executed Advance Funding
Documentation in form and number reasonably acceptable to the Administrative Agent;




     (ii) Notes executed by the Borrowers in favor of each Lender requesting Notes;



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     (iii) such certificates of resolutions or other action, incumbency certificates and/or
other certificates of Responsible Officers of each Loan Party as the Administrative Agent
may require evidencing the identity, authority and capacity of each Responsible Officer
thereof authorized to act as a Responsible Officer in connection with this Agreement and the
other Loan Documents to which such Loan Party is a party or is to be a party;




     (iv) such documents and certifications as the Administrative Agent may reasonably
require to evidence that each Loan Party is duly organized or formed, and that Loan Party is
validly existing, in good standing and qualified to engage in business in its jurisdiction
formation or incorporation and each other jurisdiction reasonably requested by the
Administrative Agent;




     (v) a favorable opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the
Loan Parties, addressed to the Administrative Agent and each Lender, in form and substance
reasonably satisfactory to the Administrative Agent and the Lenders, covering such matters
relating to the Loan Documents and the transactions contemplated thereby as the
Administrative Agent and the Lenders shall reasonably request and such opinion shall
expressly allow permitted successors and assigns of the Administrative Agent and the Lenders
to rely on such opinion;




     (vi) a favorable opinion of Stek Advocaten B.V., special counsel to the Administrative
Agent, addressed to the Administrative Agent and each Lender, in form and substance
reasonably satisfactory to the Administrative Agent and the Lenders, covering such matters
relating to the Loan Documents and the transactions contemplated thereby as the
Administrative Agent and the Lenders shall reasonably request;




     (vii) a favorable opinion of Baker & McKenzie Amsterdam N.V., counsel to Parexel
International Holding B.V., addressed to the Administrative Agent and each Lender, in form
and substance reasonably satisfactory to the Administrative Agent and the Lenders, covering
such matters relating to the Loan Documents and the transactions contemplated thereby as the
Administrative Agent and the Lenders shall reasonably request and such opinion shall
expressly allow permitted successors and assigns of the Administrative Agent and the Lenders
to rely on such opinion;




     (viii) a certificate signed by a Responsible Officer of the Company certifying (A) that
the conditions specified in Sections 4.02(a) and (b) have been satisfied and
(B) that there has been no event or circumstance since the date of the Audited Financial
Statements that has had, either individually or in the aggregate, a Material Adverse Effect;




     (ix) certificate of a Financial Officer the Company, certifying that the Company is,
and the Company and its Subsidiaries on a consolidated basis are, Solvent both before and
after giving effect to the Transactions;



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     (x) evidence that the Existing Credit Agreement and the Existing Term Loan Facilities
have been or substantially concurrently with the Closing Date are being terminated; and




     (xi) such other assurances, certificates, documents, consents or opinions as the
Administrative Agent, the L/C Issuer, the Swing Line Lender or any Lender reasonably may
require.



     (b) (i) All fees required to be paid to the Administrative Agent and the Arrangers on or
before the Closing Date shall have been paid, (ii) all fees required to be paid to the Lenders on
or before the Closing Date shall have been paid and (iii) unless waived by the Administrative
Agent, the Company shall have paid all reasonable fees, charges and disbursements of counsel to
the Administrative Agent (directly to such counsel if requested by the Administrative Agent).


Without limiting the generality of the provisions of the last paragraph of Section 9.03,
(i) for purposes of determining compliance with the conditions specified in this Section
4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved
or accepted or to be satisfied with, each document or other matter required thereunder to be
consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative
Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its
objection thereto and (ii) in the event that Advance Funding Arrangements shall exist, the delivery
by any Lender (x) of funds pursuant to such Advance Funding Arrangements (“Advance Funds”)
and (y) its signature page to this Agreement shall constitute the request, consent and direction by
such Lender to the Administrative Agent (unless expressly revoked by written notice from such
Lender received by the Administrative Agent prior to the earlier to occur of funding or the
Administrative Agent’s declaration that this Agreement is effective) to withdraw and release to the
Borrowers on the Closing Date the applicable funds of such Lender to be applied to the funding of
Loans by such Lender in accordance with Section 2.02 upon the Administrative Agent’s
determination (made in accordance with and subject to the terms of this Agreement) that it has
received all items expressly required to be delivered to it under this Section 4.01.




     4.02. Conditions to all Credit Extensions. The obligation of each Lender to honor any Request
for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to
the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following
conditions precedent:



     (a) The representations and warranties of the Borrowers and each other Loan Party contained
in this Agreement, shall be true and correct on and as of the date of such Credit Extension,
except to the extent that such representations and warranties specifically refer to an earlier
date, in which case they shall be true and correct as of such earlier date, and except that for
purposes of this Section 4.02, the representations and warranties contained in
Sections 5.04(a) and (b) shall be deemed to refer to the most recent statements
furnished pursuant to Sections 6.01(a) and (b), respectively.



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     (b) No Default or Event of Default shall exist, or would result from such proposed Credit
Extension or from the application of the proceeds thereof.



     (c) The Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender
shall have received a Request for Credit Extension in accordance with the requirements hereof.



     (d) If the applicable Borrower is a Designated Borrower (other than Parexel International
Holding B.V.), then the conditions of Section 2.16 to the designation of such Borrower as
a Designated Borrower shall have been met to the satisfaction of the Administrative Agent.



     (e) In the case of a Credit Extension to be denominated in an Alternative Currency, there
shall not have occurred any change in national or international financial, political or economic
conditions or currency exchange rates or exchange controls which in the reasonable opinion of the
Administrative Agent, the Required Lenders (in the case of any Loans to be denominated in an
Alternative Currency), the Swing Line Lender (in the case of Swing Line Loans to be denominated in
an Alternative Currency), or the L/C Issuer (in the case of any Letter of Credit to be denominated
in an Alternative Currency) would make it impracticable for such Credit Extension to be
denominated in the relevant Alternative Currency.



     Each Request for Credit Extension (other than a Committed Loan Notice requesting only a
conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans) submitted by
the Company shall be deemed to be a representation and warranty by the Company that the conditions
specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of
the applicable Credit Extension.



ARTICLE V.

REPRESENTATIONS AND WARRANTIES




     The Company and each other Loan Party represents and warrants to the Administrative Agent and
the Lenders that:



     5.01. Organization; Powers. Each Borrower and each Material Subsidiary is duly organized,
validly existing and in good standing (to the extent such good standing is recognized under an
applicable jurisdiction) under the laws of the jurisdiction of its organization, and has all
requisite power and authority to carry on its business as now conducted. Each Subsidiary other
than a Material Subsidiary is duly organized, validly existing and in good standing (to the extent
such good standing is recognized under an applicable jurisdiction) under the laws of the
jurisdiction of its organization, and has all requisite power and authority to carry on its
business as now conducted, except where the failure to do so, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect. Except where the failure
to do so, individually or in the aggregate, could not reasonably be expected to result in a
Material Adverse Effect, each Loan Party and each Subsidiary is qualified to do business in, and is
in good standing in, every jurisdiction where such qualification is required.



     5.02. Authorization; Enforceability. The Transactions are within each Loan Party’s corporate
powers and have been duly authorized by all necessary corporate and, if required,



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stockholder action. This Agreement has been, and each other Loan Document, when delivered
hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto.
This Agreement constitutes, and each other Loan Document when so delivered will constitute, a
legal, valid and binding obligation of each such Loan Party, enforceable against each such Loan
Party that is party thereto in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other Laws affecting creditors’ rights generally and
subject to general principles of equity, regardless of whether considered in a proceeding in equity
or at Law.




     5.03. Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent
or approval of, registration or filing with, or any other action by, any Governmental Authority,
except such as have been obtained or made and are in full force and effect, (b) will not violate
any applicable Law or the Organizational Documents of the Company or any of its Subsidiaries or any
order of any Governmental Authority, (c) will not violate or result in a default under any
indenture, agreement or other instrument binding upon the Company or any of its Subsidiaries or
their assets, or give rise to a right thereunder to require any payment to be made by the Company
or any of its Subsidiaries, and (d) will not result in the creation or imposition of any Lien on
any asset of the Company or any of its Subsidiaries.



     5.04. Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements
(i) were prepared in accordance with GAAP consistently applied throughout the period covered
thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects
the financial condition of the Company and its Subsidiaries as of the date thereof and their
results of operations for the period covered thereby in accordance with GAAP consistently applied
throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show
all material indebtedness and other liabilities, direct or contingent, of the Company and its
Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments
and material Indebtedness.



     (b) The unaudited consolidated balance sheet of the Company and its Subsidiaries dated March
31, 2011, and the related consolidated statements of income or operations, shareholders’ equity
and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise expressly noted
therein, and (ii) fairly present in all material respects the financial condition of the Company
and its Subsidiaries as of the date thereof and their results of operations for the period covered
thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal
year-end audit adjustments.



     (c) Since the date of the Audited Financial Statements, there has been no event or
circumstance, either individually or in the aggregate, that has had a Material Adverse Effect.



     5.05. Properties.



     (a) Each of the Company and its Subsidiaries has good title to, or valid leasehold interests
in, all its real and personal property material to its business, except for minor defects in title
that do not interfere with its ability to conduct its business as currently conducted or to
utilize such properties for their intended purposes.



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     (b) The Company and its Subsidiaries owns, or is licensed to use, all trademarks, tradenames,
copyrights, patents and other intellectual property for its business, and the use thereof by the
Company and its Subsidiaries does not infringe upon the rights of any other Person, except where
the failure to so own or license or such infringements, individually or in the aggregate, could
not reasonably be expected to result in a Material Adverse Effect.



     5.06. Litigation and Environmental Matters.



     (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of any Loan Party, threatened against or affecting
the Company or any of its Subsidiaries (i) that would reasonably be expected, individually or in
the aggregate, to result in a Material Adverse Effect (other than such matters disclosed on
Schedule 5.06 (collectively, the “Disclosed Matters”)) or (ii) that involve this
Agreement, the other Loan Documents or any of the Transactions.



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



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



     5.07. Compliance with Laws and Agreements; No Default. Each of the Company and its
Subsidiaries is in compliance with all Laws applicable to it or its property and all indentures,
agreements and other instruments binding upon it or its property, except where the failure to do
so, individually or in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect. No Default has occurred and is continuing.



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



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



     5.10. ERISA Compliance. (a) Each Plan is in compliance in all respects with the applicable
provisions of ERISA, the Code and other Federal or state laws, except in each case where the
failure to do so could not reasonably be expected to result in a Material Adverse Effect. Each
Pension Plan that is intended to be a qualified plan under Section 401(a) of the




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Code has received a favorable determination or opinion letter from the Internal Revenue
Service to the effect that the form (or prototype form) of such Pension Plan is qualified under
Section 401(a) of the Code and the trust related thereto has been determined by the Internal
Revenue Service to be exempt from Federal income tax under Section 501(a) of the Code, or an
application for such a letter is currently being processed by the Internal Revenue Service or is
not yet due. To the best knowledge of the Loan Parties, nothing has occurred that would prevent or
cause the loss of such tax-qualified status. The representations in this Section 5.10(a)
are limited with respect to Multiemployer Plans by events that a Loan Party knows about.




     (b) There are no pending or, to the best knowledge of the Loan Parties, threatened claims,
actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could
reasonably be expected to have a Material Adverse Effect. There has been no prohibited
transaction or violation of the fiduciary responsibility rules with respect to any Plan that has
resulted or could reasonably be expected to result in a Material Adverse Effect.



     (c) (i) No ERISA Event has occurred, and neither the Loan Parties nor any ERISA Affiliate has
knowledge of any fact, event or circumstance that could reasonably be expected to constitute or
result in an ERISA Event with respect to any Pension Plan; (ii) each Loan Party and each ERISA
Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each
Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has
been applied for or obtained; (iii) as of the most recent valuation date for any Pension Plan, the
funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or
higher and neither the Loan Parties nor any ERISA Affiliate knows of any facts or circumstances
that could reasonably be expected to cause the funding target attainment percentage for any such
plan to drop below 60% as of the most recent valuation date; (iv) neither the Loan Parties nor any
ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and
there are no premium payments which have become due that are unpaid; (v) neither the Loan Parties
nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or
Section 4212(c) of ERISA; and (vi) no Pension Plan has been terminated by the plan administrator
thereof nor by the PBGC, and (vii) no event or circumstance has occurred or exists that could
reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to
terminate any Pension Plan; in each case, provided that this Section 5.10(c) is
limited only as to events that a Loan Party knows with respect to any Multiemployer Plan.



     (d) Neither the Loan Parties nor any ERISA Affiliate maintains or contributes to, or has any
unsatisfied obligation to contribute to, or liability under, any active or terminated Pension Plan
other than Pension Plans not otherwise prohibited by this Agreement.



     (e) (e) Each Non-U.S. Plan has been maintained in compliance with its terms and with the
requirements of any and all applicable laws, statutes, rules, regulations and orders and has been
maintained, where required, in good standing with applicable regulatory authorities, except as
could not reasonably be expected to result in a Material Adverse Effect. All contributions
required to be made with respect to a Non-U.S. Plan have been timely made, except as could not
reasonably be expected to result in a Material Adverse Effect. No Loan Party, nor any Subsidiary
of any Loan Party, has incurred any obligation in connection with the termination of, or
withdrawal from, any Non-U.S. Plan, except as could not reasonably be



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expected to result in a Material Adverse Effect. The present value of the accrued benefit
liabilities (whether or not vested) under each Non-U.S. Plan, does not exceed the current value of
the assets of such Non-U.S. Plan allocable to such benefit liabilities, except as could not
reasonably be expected to result in a Material Adverse Effect.




     5.11. Disclosure. No report, financial statement, certificate or other information furnished
by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the
negotiation of this Agreement or delivered hereunder (as modified or supplemented by other
information so furnished) contains any material misstatement of fact or omits to state any material
fact necessary to make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided that (a) with respect to projected financial
information, each Loan Party represents only that such information was prepared in good faith based
upon assumptions believed to be reasonable at the time, and (b) to the extent the representations
made in this Section 5.11 relate to CCT or Behavioral and Medical Research, LLC, such
representations are made to the best of the knowledge of each Loan Party.



     5.12. Subsidiaries. As of the date hereof, Schedule 5.12 is a complete list of each
of the Company’s Subsidiaries and such Subsidiary’s jurisdiction of incorporation.



     5.13. Margin Regulations. Neither the Company nor any of its Subsidiaries is engaged or will
engage in any activities, nor shall use any portion of the proceeds of the Loans be used for any
purpose, which in either case violate or are inconsistent with the provisions of Regulations U and
X of the FRB as now and from time to time hereafter in effect.



     5.14. Material CF Subsidiaries. The Company hereby represents and warrants that (a) the
Material CF Subsidiaries are the only Subsidiaries that, together with their own Subsidiaries,
accounted for 5% or more of Consolidated EBITDA for the period of four fiscal quarters ended on
March 31, 2011, and (b) no Event of Default in respect of the Material CF Subsidiaries exists under
Section 7.02 on the date of this Agreement.



     5.15. Specially Designated Nationals or Blocked Persons List. None of the Borrowers, the
Subsidiaries or any Affiliates of the Company are named on OFAC’s list of Specially Designated
Nationals and Blocked Persons.



     5.16. Representations as to Foreign Obligors. Each of the Company and each Foreign Obligor
represents and warrants to the Administrative Agent and the Lenders that:



     (a) Such Foreign Obligor is subject to civil and commercial Laws with respect to its
obligations under this Agreement and the other Loan Documents to which it is a party (collectively
as to such Foreign Obligor, the “Applicable Foreign Obligor Documents”), and the
execution, delivery and performance by such Foreign Obligor of the Applicable Foreign Obligor
Documents constitute and will constitute private and commercial acts and not public or
governmental acts. Neither such Foreign Obligor nor any of its property has any immunity from
jurisdiction of any court or from any legal process (whether through service or notice, attachment
prior to judgment, attachment in aid of execution, execution or otherwise) under the laws of the
jurisdiction in which such Foreign Obligor is organized and existing in respect of its obligations
under the Applicable Foreign Obligor Documents.



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     (b) The Applicable Foreign Obligor Documents are in proper legal form under the Laws of the
jurisdiction in which such Foreign Obligor is organized and existing for the enforcement thereof
against such Foreign Obligor under the Laws of such jurisdiction (and such other law as shall be
specified in such documents), and to ensure the legality, validity, enforceability, priority or
admissibility in evidence of the Applicable Foreign Obligor Documents. It is not necessary to
ensure the legality, validity, enforceability, priority or admissibility in evidence of the
Applicable Foreign Obligor Documents that the Applicable Foreign Obligor Documents be filed,
registered or recorded with, or executed or notarized before, any court or other authority in the
jurisdiction in which such Foreign Obligor is organized and existing or that any registration
charge or stamp or similar tax be paid on or in respect of the Applicable Foreign Obligor
Documents or any other document, except for (i) any such filing, registration, recording,
execution or notarization as has been made or is not required to be made until the Applicable
Foreign Obligor Document or any other document is sought to be enforced and (ii) any charge or tax
as has been timely paid.



     (c) There is no tax, levy, impost, duty, fee, assessment or other governmental charge, or any
deduction or withholding, imposed by any Governmental Authority in or of the jurisdiction in which
such Foreign Obligor is organized and existing either (i) on or by virtue of the execution or
delivery of the Applicable Foreign Obligor Documents or (ii) on any payment to be made by such
Foreign Obligor pursuant to the Applicable Foreign Obligor Documents, except as has been disclosed
to the Administrative Agent.



     (d) The execution, delivery and performance of the Applicable Foreign Obligor Documents
executed by such Foreign Obligor are, under applicable foreign exchange control regulations of the
jurisdiction in which such Foreign Obligor is organized and existing, not subject to any
notification or authorization except (i) such as have been made or obtained or (ii) such as cannot
be made or obtained until a later date (provided that any notification or authorization described
in clause (ii) shall be made or obtained as soon as is reasonably practicable).



ARTICLE VI.

AFFIRMATIVE COVENANTS




     So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation
hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding,
(except as expressly set forth herein) each Loan Party shall, and shall cause each Subsidiary to:



     6.01. Financial Statements. The Company will deliver to the Administrative Agent for further
distribution to each Lender:



     (a) within 90 days after the end of each fiscal year of the Company, its audited consolidated
balance sheet and related statements of operations, stockholders’ equity and cash flows as of the
end of and for such year, setting forth in each case in comparative form the figures for the
previous fiscal year, all reported on by Ernst & Young LLP or other independent public accountants
of recognized national standing (without a “going concern” or like qualification or exception and
without any qualification or exception as to the scope of such



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audit) to the effect that such consolidated financial statements present fairly in all
material respects the financial condition and results of operations of the Company and its
consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
and




     (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal
year of the Company, its consolidated balance sheet and related statements of operations,
stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then
elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for
the corresponding period or periods of (or, in the case of the balance sheet, as of the end of)
the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in
all material respects the financial condition and results of operations of the Company and its
consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied,
subject to normal year-end audit adjustments and the absence of footnotes.



     6.02. Certificates; Other Information. The Company will deliver to the Administrative Agent
for further distribution to each Lender:



     (a) concurrently with the delivery of the financial statements referred to in Sections
6.01(a) and (b) (commencing with the delivery of the financial statements for the
fiscal year of the Company ended June 30, 2011), a duly completed Compliance Certificate, in form
and substance reasonably satisfactory to the Administrative Agent, signed by a Financial Officer
of the Company, and in the event of any change in GAAP used in the preparation of such financial
statements or in the application thereof, specifying the effect of such change on the financial
statements accompanying such certificate (which delivery may, unless the Administrative Agent, or
a Lender requests executed originals, be by electronic communication including fax or email and
shall be deemed to be an original authentic counterpart thereof for all purposes);



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



     (c) promptly, such additional information regarding the business, financial, legal or
corporate affairs of any Loan Party or any Subsidiary thereof, or compliance with the terms of the
Loan Documents, as the Administrative Agent may from time to time reasonably request.



     Documents required to be delivered pursuant to Section 6.01(a) or (b) or
Section 6.02(a) and 6.02(b) (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 11.02; or (ii) on which such documents are posted on the Company’s behalf on an
Internet or intranet website, if any, to which each Lender and the Administrative Agent have access
(whether a commercial, third-party website or whether sponsored by the Administrative Agent).
Except for such Compliance Certificates, the Administrative Agent shall have no obligation to
request the



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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 Lender shall be solely responsible for requesting delivery to it or maintaining its copies of
such documents.




     Each Borrower hereby acknowledges that (a) the Administrative Agent and/or MLPFS will make
available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf
of such Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower
Materials on IntraLinks or another similar electronic system (the “Platform”) and (b)
certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to
receive material non-public information with respect to any of the Borrowers or their respective
Affiliates, or the respective securities of any of the foregoing, and who may be engaged in
investment and other market-related activities with respect to such Persons’ securities. Each
Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public
Lenders 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 Borrowers shall be deemed to have authorized the Administrative Agent, MLPFS, the L/C
Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public
information with respect to the Borrowers or their respective securities for purposes of United
States Federal and state securities laws (provided, however, that to the extent
such Borrower Materials constitute Information, they shall be treated as set forth in Section
11.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a
portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and
MLPFS shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being
suitable only for posting on a portion of the Platform not designated “Public Side Information.”
Notwithstanding the foregoing, no Borrower shall be under any obligation to mark any Borrower
Materials “PUBLIC.”



     6.03. Notices. The Company will promptly notify the Administrative Agent (who shall promptly
notify each Lender):



     (a) of the occurrence of any Default or Event of Default;



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



     (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events
that have occurred, could reasonably be expected to result in liability of the Company and its
Subsidiaries in an aggregate amount exceeding $10,000,000; and



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



     Each notice pursuant to Section 6.03 shall be accompanied by a statement of a
Responsible Officer of the Company setting forth details of the occurrence referred to therein and
stating what action the Company has taken and proposes to take with respect thereto.



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     6.04. Existence; Conduct of Business.



     (a) Preserve, renew and keep in full force and effect its legal existence; provided
that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution not
prohibited under Section 7.03.



     (b) Preserve, renew and keep in full force and effect its rights, licenses, permits,
privileges and franchises material to the conduct of the business of the Company and its
Subsidiaries, taken as a whole, except where the failure to do so could not reasonably be expected
to result in a Material Adverse Effect.



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



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



     6.07. Books and Records; Inspection Rights.



     (a) Keep proper books of record and account in which full, true and correct entries are made
of all dealings and transactions in relation to its business and activities.



     (b) Permit any representatives designated by the Administrative Agent or the Required
Lenders, upon reasonable prior notice, to visit and inspect its properties, to examine and make
extracts from its books and records, and to discuss its affairs, finances and condition with its
officers and independent accountants, all at such reasonable times and as often as reasonably
requested, provided that such visits shall not occur more than once per calendar year
unless an Event of Default has occurred and is continuing



     6.08. Compliance with Laws. Comply with all laws, rules, regulations and orders of any
Governmental Authority applicable to it or its property, except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in a Material Adverse
Effect.



     6.09. Use of Proceeds. Use the proceeds of the Credit Extensions to (a) refinance
Indebtedness under the Existing Credit Agreement and the Existing Term Facilities, (b) to finance
Permitted Stock Repurchases, and (c) for general corporate purposes (including, without limitation,
for purposes of financing Permitted Acquisitions) not in contravention of any Law or of any Loan
Document. No part of the proceeds of any Credit Extension will be used, whether



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     directly or
indirectly, for any purpose that entails a violation of any of the regulations of the FRB,
including Regulations T, U and X.



     6.10. Additional Subsidiaries. In the event the Company acquires, designates or creates any
Material US Subsidiaries or if any existing Subsidiary becomes or is designated as or is deemed to
be a Material US Subsidiary after the date hereof, the Company shall forthwith promptly (and in any
event within 15 Business Days after knowledge of such Subsidiary being or being designated or
deemed to be a Material US Subsidiary) cause such Subsidiary to become a Subsidiary Guarantor;
provided that, at the reasonable discretion of the Administrative Agent, no such Material
US Subsidiary shall be required to become a Subsidiary Guarantor to the extent that doing so would
be reasonably likely to cause material adverse tax consequences to the Company and its
Subsidiaries.



ARTICLE VII.

NEGATIVE COVENANTS




     So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation
hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the
Loan Parties shall not, nor shall any Loan Party permit any Subsidiary to:



     7.01. Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:



     (a) Indebtedness set forth in Schedule 7.01, and any extensions, renewals or
replacements of any such Indebtedness to the extent the principal amount thereof is not increased
except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and
expenses reasonably incurred, in connection with such refinancing and by an amount equal to any
existing commitments unutilized thereunder;



     (b) Indebtedness of (i) a Credit Party to a Credit Party, (ii) a Non-Credit Party to a
Non-Credit Party, (iii) a Credit Party to a Non-Credit Party, and (iv) a Non-Credit Party to a
Credit Party in an amount not to exceed the amount provided for in Section 7.12;



     (c) Guarantees by (i) a Credit Party of Indebtedness of a Credit Party, (ii) a Non-Credit
Party of Indebtedness of a Non-Credit Party, (iii) a Non-Credit Party of the Indebtedness of a
Credit Party, and (iv) a Credit Party of Indebtedness of a Non-Credit Party in an amount not to
exceed the amount provided for in Section 7.12;



     (d) Indebtedness of the Company or any Subsidiary (i) incurred to finance the acquisition,
construction or improvement of any fixed or capital assets, including Capital Lease Obligations or
(ii) assumed in connection with any Acquisition or any acquisition of a fixed or capital asset;
provided that (x) such Indebtedness described in clause (i) above is incurred prior to or
within 90 days after such acquisition or the completion of such construction or improvement, (y)
such Indebtedness described in clause (ii) above is not incurred solely in contemplation of such
Acquisition or other acquisition and (z) the aggregate principal amount of Indebtedness permitted
by this clause (d) shall not exceed $40,000,000 at any time outstanding;



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     (e) Indebtedness of any Credit Party not otherwise contemplated in the foregoing clauses
provided that (i) the Company is, and the Company and its Subsidiaries on a consolidated basis
are, Solvent upon the incurrence of such Indebtedness; (ii) the Credit Parties shall be in
compliance with each of the financial covenants set forth in Section 7.11 on a pro
forma basis as at the end of and for the most recently ended period of for fiscal quarters
for which financial statements have been furnished to the Administrative Agent under Section
6.01(a) or Section 6.01(b) (or, prior to the delivery of any such statements, for the
period of four fiscal quarters ended on March 31, 2011) (and, at the request of the Administrative
Agent, the Company shall deliver to the Administrative Agent a certificate of a Financial Officer
certifying the foregoing in reasonable detail), and (iii) no Default or Event of Default then
exists or would result after giving effect to the incurrence of such Indebtedness;



     (f) Indebtedness of the Company or any Subsidiary as an account party in respect of (i) trade
letters of credit and bank guarantees issued on account of trade obligations, (ii) standby letters
of credit and bank guarantees issued in respect of bids, trade contracts, governmental contracts
and leases (other than Indebtedness for borrowed money), statutory obligations, surety, customs
and appeal bonds, performance bonds and other obligations of a like nature incurred in the
ordinary course of business and (iii) surety, customs and appeal bonds, performance bonds and
other obligations of a like nature incurred in the ordinary course of business;



     (g) Indebtedness in respect of obligations under one or more customary Cash Pooling
Financings;



     (h) Indebtedness of Non-Credit Parties in a principal amount not to exceed $40,000,000;



     (i) Indebtedness under the Loan Documents; and



     (j) Indebtedness not otherwise permitted by this Section 7.01, in an aggregate
principal amount not to exceed $10,000,000 at any time outstanding.



     7.02. Liens. Create, incur, assume or suffer to exist any Lien upon any of its property,
assets or revenues, whether now owned or hereafter acquired, other than the following:



     (a) Permitted Encumbrances;



     (b) any Lien on any property or asset of the Company or any Subsidiary set forth in
Schedule 7.02; provided that (i) such Lien shall not apply to any other property
or asset of the Company or any Subsidiary and (ii) the amount secured or benefited thereby is not
increased except as contemplated by Section 7.01(a), and (iii) any renewal or extension of
the obligations secured or benefited thereby is permitted by Section 7.01(a);



     (c) any Lien existing on any property or asset prior to the acquisition thereof by the
Company or any Subsidiary or existing on any property or asset of any Person that becomes a
Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary;
provided that (i) such Lien is not created in contemplation of or in connection with such
acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not
apply to any



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other property or assets of the Company or any other Subsidiary and (iii) such Lien
shall secure only those obligations which it secures on the date of such acquisition or the date
such Person becomes a Subsidiary (or any refinancing or replacement of such obligations which does
not increase the principal amount of such obligations), as the case may be;




     (d) (i) Liens securing Indebtedness permitted by Section 7.01(d)(i), provided that
(x) such Liens are incurred prior to or within 90 days after such acquisition or the completion of
such construction or improvement, (y) the Indebtedness secured thereby does not exceed the cost or
fair market value, whichever is lower, of the property being acquired on the date of acquisition
and (z) such Liens do not at any time encumber any property other than the property financed by
such Indebtedness and (ii) Liens securing Indebtedness permitted by Section 7.01(d)(ii),
provided that (x) such Liens were not created in contemplation of such Acquisition or such
other acquisition and (y) such Liens do not extend to any assets other than those of the Person so
acquired or the assets so acquired;



     (e) any Liens in the form of cash collateral securing letters of credit; provided
that the Indebtedness secured thereby shall not exceed $20,000,000;



     (f) Liens securing Indebtedness permitted by clause (h) of Section 7.01;



     (g) Liens on the related accounts and assets contained in such accounts securing a Cash
Pooling Financing;



     (h) (i) rights of pledge and set-off arising pursuant to the general banking conditions
declared applicable to Dutch bank accounts and (ii) Liens in favor of a banking institution
arising as a matter of Law encumbering deposits (including the right of set-off) and which are
within the general parameters customary in the banking industry; and



     (i) Liens not otherwise permitted by this Section 7.02, securing Indebtedness and
other obligations in an aggregate principal amount not to exceed $10,000,000 at any time
outstanding.



     7.03. Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another
Person, or Dispose of (whether in one transaction or in a series of transactions) all or
substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any
Person, except that, if at the time thereof and immediately after giving effect thereto no Default
or Event of Default shall have occurred and be continuing:



     (a) any Subsidiary may merge or consolidate with the Company in a transaction in which the
Company is the surviving corporation;



     (b) any Credit Party may (i) sell, transfer, lease or otherwise Dispose of its assets (A) to
a Credit Party or (B) to a Non-Credit Party in an amount not to exceed the maximum amount
permitted under Section 7.12, or (ii) merge into or consolidate with a Credit Party (other
than the Company);



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     (c) any Non-Credit Party may (i) sell, transfer, lease or otherwise Dispose of its assets to
a Non-Credit Party or a Credit Party, or (ii) merge into or consolidate with a Non-Credit Party,
or (iii) merge with a Credit Party if a Credit Party is the survivor;



     (d) any Subsidiary (other than a Borrower) may liquidate or dissolve if the Company
determines in good faith that such liquidation or dissolution is in the best interests of the
Borrowers taken as a whole and is not materially disadvantageous to the Lenders, provided
that the assets of any such Subsidiary so liquidated or dissolved shall be distributed to the
Company or a wholly-owned Subsidiary of the Company;



     (e) any Subsidiary may sell, transfer, lease or otherwise Dispose of (in one transaction or
in a series of transactions), assets and properties (including Equity Interests of any Subsidiary)
so long as:




     (i) if any such Disposition shall constitute more than 2% of the consolidated tangible
assets of the Company and its Subsidiaries (as measured at the time of such Disposition at
the end of the most recently ended fiscal quarter for which financial statements have been
furnished to the Administrative Agent under Section 6.01(a) or Section
6.01(b) (or, prior to the delivery of any such statements, for the fiscal quarter ended
on March 31, 2011)), then (i) the Company shall deliver to the Administrative Agent a
certificate of a Financial Officer attaching calculations reasonably satisfactory to the
Administrative Agent evidencing compliance with Section 7.11 on a pro forma basis as
at the end of and for the most recently ended period of four fiscal quarters for which
financial statements have been furnished to the Administrative Agent under Section
6.01(a) or Section 6.01(b) (or, prior to the delivery of any such statements,
for the period of four fiscal quarters ended on March 31, 2011), (iii) demonstrating that
pro-forma Consolidated EBITDA for the period of four fiscal quarters most recently ended for
which financial statements have been furnished to the Administrative Agent under Section
6.01(a) or Section 6.01(b) (or, prior to the delivery of any such statements,
for the period of four fiscal quarters ended on March 31, 2011) after giving effect to any
such disposition is not more than 10% lower than Consolidated EBITDA for such period without
giving effect to such Disposition, and (iv) certifying that no Default or Event of Default
then exists or would result after giving effect to such Disposition; and




     (ii) such Dispositions shall not, in the aggregate, exceed an amount equal to 10% of
the Company’s consolidated tangible assets as set forth on the Company’s most recently (at
the time of such Disposition) delivered audited financial statements referred to in
Section 6.01(a); and



     (f) any Person that is not a Subsidiary may merge with and into the Company or any of its
wholly-owned Subsidiaries in a Permitted Acquisition or consolidate with any of its wholly-owned
Subsidiaries; provided that if such Subsidiary is a Credit Party the survivor shall be a
Credit Party.



     7.04. Investments. Make or hold any Investments, except:



     (a) Permitted Investments;



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     (b) Investments by the Company existing on the date hereof in the capital stock of its
Subsidiaries;



     (c) investments in, including loans and advances made by (i) a Credit Party to any other
Credit Party, (ii) a Non-Credit Party to a Non-Credit Party, (iii) a Non-Credit Party to a Credit
Party, and (iv) a Credit Party to a Non-Credit Party to the extent permitted by Section
7.12;



     (d) Guarantees and other Indebtedness (to the extent constituting an Investment) permitted by
Section 7.01;



     (e) Investments consisting of Permitted Acquisitions;



     (f) investments in the capital stock or other securities of a Person (not constituting a
Permitted Acquisition) in an amount not to exceed $30,000,000 for the period from and after the
Closing Date;



     (g) the Guaranties;



     (h) Investments set forth on Schedule 7.04; and



     (i) Investments not otherwise permitted by this Section 7.04 in an aggregate amount
not to exceed $10,000,000 at any time outstanding.



     7.05. Swap Contracts. Enter into any Swap Contract, except (a) Swap Contracts entered into to
hedge or mitigate risks to which the Company or any Subsidiary has actual exposure (other than
those in respect of Equity Interests of the Company or any of its Subsidiaries), and (b) Swap
Contracts entered into in order to effectively cap, collar or exchange interest rates (from fixed
to floating rates, from one floating rate to another floating rate or otherwise) with respect to
any interest-bearing liability or investment of the Company or any Subsidiary.



     7.06. Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment,
except (a) the Company may declare and pay dividends with respect to its Equity Interests payable
solely in additional shares of its common stock, (b) Subsidiaries may declare and pay dividends and
other distributions ratably with respect to their Equity Interests, (c) the Company may make
Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans
for management or employees of the Company and its Subsidiaries, and (d) Permitted Stock
Repurchases.



     7.07. Change in Nature of Business. Engage to any material extent in any business other than
businesses of the type conducted by the Company and its Subsidiaries on the date of execution of
this Agreement and businesses reasonably related thereto.



     7.08. Transactions with Affiliates. Enter into any transaction of any kind with any of its
Affiliates, except (a) whether or not in the ordinary course of business, (i) at prices and on
terms and conditions not materially less favorable to the Company or such Subsidiary than could be
obtained on an arm’s-length basis from unrelated third parties, (ii) transactions between or



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among
the Company and its wholly owned Subsidiaries not involving any other Affiliate and (iii) any
Restricted Payment permitted by Section 7.06, (b) (i) employment and severance arrangements
between the Company and its Subsidiaries and their respective officers and employees in the
ordinary course of business and (ii) the payment of customary fees, compensation, and out-of-pocket
costs to, and indemnities provided on behalf of, directors, officers and employees of the Company
and its Subsidiaries in the ordinary course of business, and (c) the matters described in
Schedule 7.08 hereof. The CCT Transactions shall not be prohibited by this Section
7.08.




     7.09. Burdensome Agreements. Enter into, incur or permit to exist any agreement or other
arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Company
or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets
to secure the Obligations, or (b) the ability of any Subsidiary to pay dividends or other
distributions with respect to any shares of its capital stock or to make or repay loans or advances
to the Company or any other Subsidiary or to Guarantee Indebtedness of the Company or any other
Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions
imposed by law or by this Agreement or the other Loan Documents, (ii) the foregoing shall not apply
to restrictions and conditions (x) in those documents, instruments and agreements identified on
Schedule 7.09 and any extension or renewal of, or any amendment or modification or (in the
case of any such documents, instruments and agreements relating to Indebtedness) refinancing
thereof, so long as the scope of any such restriction or condition is not expanded or (y) pursuant
to the provisions governing Indebtedness permitted pursuant to clause (e) or (h) of Section
7.01, so long as such restrictions are not more restrictive than any restriction in this
Agreement, (iii) the foregoing shall not apply to customary restrictions and conditions contained
in agreements relating to the sale of the Equity Interests in a Subsidiary or the assets of the
Company or a Subsidiary pending such sale, provided such restrictions and conditions apply
only to the Equity Interests or assets that is to be sold and such sale is permitted hereunder,
(iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any
agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or
conditions apply only to the property or assets securing such Indebtedness; (v) clause (a) of the
foregoing shall not apply to customary provisions in leases and other contracts restricting the
assignment thereof; and (vi) the foregoing shall not apply to customary restrictions and conditions
contained in agreements relating to a Cash Pooling Financing.



     7.10. Use of Proceeds. Use the proceeds of any Credit Extension, whether directly or
indirectly, for any purpose that entails a violation of any of the regulations of the FRB,
including Regulations T, U and X.



     7.11. Financial Covenants.



     (a) Consolidated Interest Coverage Ratio. Permit the Consolidated Interest Coverage
Ratio as of the end of any period of four fiscal quarters of the Company to be less 3.50 to 1.00.



     (b) Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio as of the
end of any period of four fiscal quarters of the Company to be greater than 3.00 to 1.00:



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     7.12. Transfers from Credit Parties to Non-Credit Parties. The Credit Parties will not allow
the sum of (a) outstanding Indebtedness of a Non-Credit Party to a Credit Party incurred pursuant
to Section 7.01(b)(iv), plus (b) the outstanding Guarantees of Indebtedness of a
Non-Credit Party by a Credit Party incurred pursuant to Section 7.01(c)(iv), plus (c) the
fair market value of any assets disposed of by a Credit Party to a Non-Credit Party pursuant to
Section 7.03(b)(i)(B), net of any transfer to such Credit Party in consideration of such
disposition, plus (d) without duplication of amounts referenced in clause (c) above,
Investments by a Credit Party to a Non-Credit Party pursuant to Section 7.04(c)(iv), net of
any transfer to such Credit Party in consideration of such Investment, to exceed $50,000,000 at any
time.



     7.13. Fiscal Year. Make any change in the manner of determining the date on which their
respective fiscal year ends without giving prior notice to the Administrative Agent.



     7.14. Amendments. The Company shall not and shall ensure that no Subsidiary will amend, vary,
novate, supplement, supersede, waive or terminate any term of any Organization Document except in
writing (a) with the prior written consent of the Required Lenders and the Administrative Agent or
(b) in a way which could not be reasonably expected to materially and adversely affect the
interests of the Administrative Agent, the Lenders or the L/C Issuer.



ARTICLE VIII.

EVENTS OF DEFAULT AND REMEDIES




     8.01. Events of Default. Any of the following shall constitute an Event of Default:



     (a) Non-Payment. The Borrower or any other Loan Party fails to (i) pay when and as
required to be paid herein, and in the currency required hereunder, any amount of principal of any
Loan or any L/C Obligation or deposit any funds as Cash Collateral as and when required hereunder,
or (ii) pay within three Business Days after the same becomes due, any interest on any Loan or on
any L/C Obligation, any fee due hereunder or any other amount payable hereunder or under any other
Loan Document; or



     (b) Specific Covenants. (i) The Borrower fails to perform or observe any term,
covenant or agreement contained in any of Section 2.14(a), 2.14(b), 6.03,
6.04(a) (with respect to any Borrower’s existence), 6.09 or Article VII;
or



     (c) Other Defaults. Any Borrower or any other Loan Party fails to perform or observe
any other covenant or agreement (not specified in Section 8.01(a) or (b) above)
contained in any Loan Document on its part to be performed or observed and such failure continues
for 30 days after notice thereof from the Administrative Agent to any Borrower (which notice will
be given at the request of any Lender); or



     (d) Representations and Warranties. Any representation, warranty, certification or
statement of fact made or deemed made by or on behalf of the Company or any Subsidiary herein, in
any other Loan Document, or in any document delivered in connection herewith or therewith shall be
incorrect or misleading in any material respect when made or deemed made; or



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     (e) Cross-Default. (i) Any Loan Party or any Subsidiary thereof fails to make any
payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or
otherwise) in respect of any Indebtedness (including, without limitation, Indebtedness under any
Guarantee) in excess of the Threshold Amount, or fails to observe or perform any other agreement
or condition relating to any such Indebtedness or contained in any instrument or agreement
evidencing, securing or relating thereto, or any other event occurs, the effect of which default
or other event is to cause, or to permit the holder or holders of such Indebtedness (or the
beneficiary or beneficiaries of a Guarantee) (or a trustee or agent on behalf of such holder or
holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such
Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed
(automatically or otherwise), or an offer to repurchase, prepay, defease or
redeem such Indebtedness to be made, prior to its stated maturity (or such Guarantee to
become payable) or cash collateral in lieu of any such repurchase, prepayment, defeasance or
redemption to be demanded, provided that this clause (i) shall not apply to secured Indebtedness
that becomes due as a result of the voluntary sale or transfer of the property or assets securing
such Indebtedness or as a result of the voluntary sale or transfer of Equity Interests owned by
the Company or any Subsidiary in a transaction not prohibited hereunder; or (ii) there occurs
under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting
from (A) any event of default under such Swap Contract as to which a Loan Party or any Subsidiary
thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event
(as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is an
Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan
Party or such Subsidiary as a result thereof is greater than the Threshold Amount; or



     (f) Insolvency Proceedings, Etc. (i) Any Borrower or any Material Subsidiary shall
(A) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization
or other relief under any Debtor Relief Law now or hereafter in effect, (B) consent to the
institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition
described in clause (ii) below, (C) apply for or consent to the appointment of a receiver,
trustee, custodian, sequestrator, conservator or similar official for any Borrower or any Material
Subsidiary or for a substantial part of its assets, (D) file an answer admitting the material
allegations of a petition filed against it in any such proceeding, (E) make a general assignment
for the benefit of creditors or (F) take any action for the purpose of effecting any of the
foregoing or (ii) an involuntary proceeding shall be commenced or an involuntary petition shall be
filed seeking (A) liquidation, reorganization or other relief in respect of any Borrower or any
Material Subsidiary or its debts, or of a substantial part of its assets, under any Debtor Relief
Law now or hereafter in effect or (B) the appointment of a receiver, trustee, custodian,
sequestrator, conservator or similar official for the Borrowers or any Material Subsidiary or for
a substantial part of its assets, and, in any such case, such proceeding or petition shall
continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing
shall be entered; or



     (g) Inability to Pay Debts; Attachment. Any Borrower or any Material Subsidiary
thereof admits in writing its inability to pay its debts as they become due; or



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     (h) Judgments. There is entered against any Borrower or any Subsidiary one or more
judgments for the payment of money in an aggregate amount (for all such judgments) in excess of
the Threshold Amount and the same shall remain undischarged or unsatisfied for a period of 30
consecutive days during which execution shall not be effectively stayed, or any action shall be
legally taken by a judgment creditor to attach or levy upon any assets of any Borrower or any
Subsidiary to enforce any such judgment that is not promptly stayed; or



     (i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer
Plan which has resulted or could reasonably be expected to result in liability of any Loan Party
under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount
in excess of the Threshold Amount, or (ii) any Loan Party or any ERISA Affiliate fails to pay when
due, after the expiration of any applicable grace period, any
installment payment with respect to its withdrawal liability under Section 4201 of ERISA
under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or



     (j) Invalidity of Loan Documents. Any material provision of any Loan Document, at
any time after its execution and delivery and for any reason other than as expressly permitted
hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force
and effect; or any Loan Party contests in writing the validity or enforceability of any provision
of any Loan Document; or any Loan Party denies in writing that it has any or further liability or
obligation under any provision of any Loan Document, or purports in writing to revoke, terminate
or rescind any provision of any Loan Document; or



     (k) Change of Control. There occurs any Change of Control.



     8.02. Remedies upon Event of Default. If any Event of Default occurs and is continuing, the
Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders,
take any or all of the following actions:



     (a) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuer
to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be
terminated;



     (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and
unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document
to be immediately due and payable, without presentment, demand, protest or other notice of any
kind, all of which are hereby expressly waived by the Borrowers;



     (c) require that the Company Cash Collateralize the L/C Obligations (in an amount equal to
the then Outstanding Amount thereof); and



     (d) exercise on behalf of itself, the Lenders and the L/C Issuer all rights and remedies
available to it, the Lenders and the L/C Issuer under the Loan Documents;



provided, however, that upon the occurrence of an actual or deemed entry of an
order for relief with respect to any Borrower under the Bankruptcy Code of the United States, the
obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit
Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and
all




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interest and other amounts as aforesaid shall automatically become due and payable, and the
obligation of the Company to Cash Collateralize the L/C Obligations as aforesaid shall
automatically become effective, in each case without further act of the Administrative Agent or any
Lender.




     8.03. Application of Funds. After the exercise of remedies provided for in Section
8.02 (or after the Loans have automatically become immediately due and payable and the L/C
Obligations have automatically been required to be Cash Collateralized as set forth in the proviso
to Section 8.02), any amounts received on account of the Obligations shall, subject to
Sections 2.14 and 2.15, be applied by the Administrative Agent in the following
order:



     First, to payment of that portion of the Obligations constituting fees, indemnities,
expenses and other amounts (including fees, charges and disbursements of counsel to the
Administrative Agent and amounts payable under Article III) payable to the Administrative
Agent in its capacity as such;



     Second, to payment of that portion of the Obligations constituting fees, indemnities
and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders
and the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders
and the L/C Issuer and amounts payable under Article III, ratably among them in proportion
to the respective amounts described in this clause Second payable to them;



     Third, to payment of that portion of the Obligations constituting accrued and unpaid
Letter of Credit Fees and interest on the Loans, L/C Borrowings and other Obligations, ratably
among the Lenders and the L/C Issuer in proportion to the respective amounts described in this
clause Third payable to them;



     Fourth, to payment of that portion of the Obligations constituting unpaid principal of
the Loans and L/C Borrowings, ratably among the Lenders and the L/C Issuer in proportion to the
respective amounts described in this clause Fourth held by them;



     Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash
Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters
of Credit;



     Last, the balance, if any, after all of the Obligations have been indefeasibly paid in
full, to the Company or as otherwise required by Law.


Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount
of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings
under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral
after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be
applied to the other Obligations, if any, in the order set forth above.







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ARTICLE IX.

ADMINISTRATIVE AGENT




     9.01. Appointment and Authority.



     Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America 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 Lenders and the L/C Issuer, and neither any Borrower nor
any other Loan Party shall have rights as a third party beneficiary of any of such provisions.



     9.02. Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have
the same rights and powers in its capacity as a Lender as any other Lender and may exercise the
same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall,
unless otherwise expressly indicated or unless the context otherwise requires, include the Person
serving as the Administrative Agent hereunder in its individual capacity. Such Person and its
Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other
advisory capacity for and generally engage in any kind of business with the Borrowers or any
Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder
and without any duty to account therefor to the Lenders.



     9.03. Exculpatory Provisions. 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 a
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 Lenders (or such other number or percentage of the Lenders 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;
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
any of the Borrowers or any of their respective Affiliates that is communicated to or obtained by
the Person serving as the Administrative Agent or any of its Affiliates in any capacity.



     The Administrative Agent shall not be liable for any action taken or not taken by it (i) with
the consent or at the request of the Required Lenders (or such other number or percentage



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of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good
faith shall be necessary, under the circumstances as provided in Sections 11.01 and
8.02) 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 Default unless and until notice
describing such Default is given to the Administrative Agent by the Company, a Lender or the L/C
Issuer.




     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 Default, (iv) the validity, enforceability, effectiveness or genuineness of this
Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the
satisfaction of any condition set forth in Article IV or elsewhere herein, other than to
confirm receipt of items expressly required to be delivered to the Administrative Agent.



     9.04. Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely
upon, and shall not incur any liability for relying upon, any notice, request, certificate,
consent, statement, instrument, document or other writing (including any electronic message,
Internet or intranet website posting or other distribution) 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 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 Lender or the L/C Issuer, the
Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C
Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender
or the L/C Issuer 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.



     9.05. 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.



     9.06. Resignation of Administrative Agent. The Administrative Agent may at any time give
notice of its resignation to the Lenders, the L/C Issuer and the Company. Upon receipt of any such
notice of resignation, the Required Lenders shall have the right, with the consent of the Company
unless an Event of Default has occurred and is continuing (such consent not to be



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unreasonably withheld), 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 Lenders and shall have accepted such
appointment within 30 days after the retiring Administrative Agent gives notice of its resignation,
then the retiring Administrative Agent may on behalf of the Lenders and the L/C Issuer, with the
consent of the Company unless an Event of Default has occurred and is continuing (such consent not
to be unreasonably withheld), appoint a successor Administrative Agent meeting the qualifications
set forth above; provided that if the Administrative Agent shall notify the Company and the Lenders
that no qualifying Person has accepted such appointment, then such resignation shall nonetheless
become effective in accordance with such notice and (1) 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
Lenders or the L/C Issuer 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 (2) all payments, communications and determinations provided to be made by, to or
through the Administrative Agent shall instead be made by or to each Lender and the L/C Issuer
directly, until such time as the Required Lenders 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 Article and Section 11.04 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 Bank of America as Administrative Agent pursuant to this Section shall also
constitute its resignation as L/C Issuer and Swing Line Lender. Upon the acceptance of a
successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and
become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and
Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all
of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the
successor L/C Issuer 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 L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect
to such Letters of Credit.



     If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of
the definition of Defaulting Lender, the Required Lenders may, to the extent permitted by
applicable Law, by notice in writing to the Company and such Person, remove such Person as
Administrative Agent and, with the consent of the Company unless an Event of Default has occurred
and is continuing (such consent not to be unreasonably withheld), appoint a successor



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Administrative Agent. If no such successor shall have been appointed and shall have accepted
such appointment within thirty (30) days (or such earlier day as shall be agreed by the Required
Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become
effective in accordance with notice on the Removal Effective Date.




     9.07. Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer
acknowledges that it has, independently and without reliance upon the Administrative Agent or any
other Lender 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
Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon
the Administrative Agent or any other Lender 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.



     9.08. No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the
Arrangers, Book Managers or Syndication Agents listed on the cover page hereof shall have any
powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except
in its capacity, as applicable, as the Administrative Agent, a Lender or the L/C Issuer hereunder.



     9.09. Administrative Agent May File Proofs of Claim. In case of the pendency of any
proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party,
the Administrative Agent (irrespective of whether the principal of any Loan or L/C 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 any Borrower) 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, L/C Obligations and all other Obligations 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 Lenders, the L/C Issuer and the Administrative Agent (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuer and
the Administrative Agent and their respective agents and counsel and all other amounts due the
Lenders, the L/C Issuer and the Administrative Agent under Sections 2.03(i) and
(j), 2.09 and 11.04) allowed in such judicial proceeding; and



     (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 Lender and the L/C Issuer to make such
payments to the Administrative Agent and, if the Administrative Agent shall consent to the making
of such payments directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent any
amount due for the reasonable compensation, expenses, disbursements and advances






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of the Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Sections 2.09 and 11.04.




     Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or
consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization,
arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the
L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or
the L/C Issuer or in any such proceeding.



     9.10. Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize
the Administrative Agent, at its option and in its discretion,



     (a) to release any Lien on any property granted to or held by the Administrative Agent under
any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all
Obligations (other than contingent indemnification obligations) and the expiration or termination
of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory
to the Administrative Agent and the L/C Issuer shall have been made), (ii) that is sold or to be
sold as part of or in connection with any sale permitted hereunder or under any other Loan
Document, or (iii) if approved, authorized or ratified in writing in accordance with Section
11.01;



     (b) to subordinate any Lien on any property granted to or held by the Administrative Agent
under any Loan Document to the holder of any Lien on such property that is permitted by
Section 7.02(d);



     (c) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty if
(i) such Person ceases to be a Subsidiary as a result of a transaction not prohibitted hereunder
or (ii) such Person shall cease to be a Material US Subsidiary (it being understood that all
Material US Subsidiaries shall at times be a party to the Subsidiary Guaranty); and



     (d) to release any Designated Borrower from its obligations under this Agreement (subject to
compliance with Section 2.16(e)) (i) if such Person ceases to be a Subsidiary as a result
of a transaction not prohibitted hereunder or (ii) in accordance with Section 2.16(e).



     Upon request by the Administrative Agent at any time, the Required Lenders will confirm in
writing the Administrative Agent’s authority to release or subordinate its interest in particular
types or items of property, or to release any Subsidiary Guarantor or Designated Borrower from its
obligations under the Subsidiary Guaranty or this Agreement, as applicable, pursuant to this
Section 9.10.



ARTICLE X.

GUARANTY




     10.01. Company Guaranty.



     (a) Guaranty. The Company hereby absolutely and unconditionally guarantees, as a
guaranty of payment and performance and not merely as a guaranty of collection, prompt payment
when due, whether at stated maturity, by required prepayment, upon acceleration,



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demand or otherwise, and at all times thereafter, of any and all of the Obligations, whether
for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of
each of the Designated Borrowers to the Lender Parties, and whether arising hereunder or under any
other Loan Document (including all renewals, extensions, amendments and other modifications
thereof and all costs, attorneys’ fees and expenses incurred by the Lender Parties in connection
with the collection or enforcement thereof) and whether recovery upon such Obligations may be or
hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or
case commenced by or against the Company or any Designated Borrower under any Debtor Relief Laws,
and including interest that accrues after the commencement by or against any Designated Borrower
of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Designated
Borrower Obligations”). The Administrative Agent’s books and records showing the amount of
the Guaranteed Designated Borrower Obligations shall be admissible in evidence in any action or
proceeding, and shall be binding upon the Company, and conclusive for the purpose of establishing
the amount of such Guaranteed Designated Borrower Obligations. This Company Guaranty shall not be
affected by the genuineness, validity, regularity or enforceability of the Guaranteed Designated
Borrower Obligations or any instrument or agreement evidencing any Guaranteed Designated Borrower
Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent
of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Designated
Borrower Obligations which might otherwise constitute a defense to the obligations of the Company
under this Company Guaranty, and the Company hereby irrevocably waives any defenses it may now
have or hereafter acquire in any way relating to any or all of the foregoing.



     (b) Rights of Lender Parties. The Company consents and agrees that the Lender
Parties may, at any time and from time to time, without notice or demand, and without affecting
the enforceability or continuing effectiveness hereof: (i) amend, extend, renew, compromise,
discharge, accelerate or otherwise change the time for payment or the terms of the Guaranteed
Designated Borrower Obligations or any part thereof; (ii) take, hold, exchange, enforce, waive,
release, fail to perfect, sell, or otherwise dispose of any security for the payment of this
Company Guaranty or any Guaranteed Designated Borrower Obligations; (iii) apply such security and
direct the order or manner of sale thereof as the Administrative Agent, the L/C Issuer and the
Lenders in their sole discretion may determine; and (iv) release or substitute one or more of any
endorsers or other guarantors of any of the Guaranteed Designated Borrower Obligations. Without
limiting the generality of the foregoing, the Company consents to the taking of, or failure to
take, any action which might in any manner or to any extent vary the risks of the Company under
this Company Guaranty or which, but for this provision, might operate as a discharge of the
Company.



     (c) Certain Waivers. The Company waives (i) any defense arising by reason of any
disability or other defense of any Designated Borrower or any other guarantor, or the cessation
from any cause whatsoever (including any act or omission of any Lender Party) of the liability of
any Designated Borrower; (ii) any defense based on any claim that the Company’s obligations exceed
or are more burdensome than those of any Designated Borrower; (iii) the benefit of any statute of
limitations affecting any Designated Borrower’s liability hereunder; (iv) except as expressly set
forth in Section 10.01(f) below, any right to proceed against any Designated Borrower,
proceed against or exhaust any security for the Guaranteed Designated



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Borrower Obligations, or pursue any other remedy in the power of any Lender Party whatsoever;
(v) except as expressly set forth in Section 10.01(f) below, any benefit of and any right
to participate in any security now or hereafter held by any Lender Party; and (vi) to the fullest
extent permitted by law, any and all other defenses or benefits that may be derived from or
afforded by applicable law limiting the liability of or exonerating guarantors or sureties. The
Company expressly waives all setoffs and counterclaims and all presentments, demands for payment
or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of
dishonor and all other notices or demands of any kind or nature whatsoever with respect to the
Guaranteed Designated Borrower Obligations, and all notices of acceptance of this Company Guaranty
or of the existence, creation or incurrence of new or additional Guaranteed Designated Borrower
Obligations.



     (d) Obligations Independent. The obligations of the Company under this Company
Guaranty are those of primary obligor, and not merely as surety, and are independent of the
Guaranteed Designated Borrower Obligations and the obligations of any other guarantor, and a
separate action may be brought against the Company to enforce this Company Guaranty whether or not
any Designated Borrower or any other Person or entity is joined as a party.



     (e) Payments. All payments by the Company shall be made in the manner under this
Company Guaranty, at the place and in the currency (the “Payment Currency”) required by
this Agreement and the other Loan Documents; provided, however, that (if the
Payment Currency is other than Dollars) the Company may, at its option (or, if for any reason
whatsoever the Company is unable to effect payments in the foregoing manner, the Company shall be
obligated to) pay to the Administrative Agent at the Administrative Agent’s Office in Dollars the
Dollar Equivalent of the amount of such Guaranteed Designated Borrower Obligation together with
any other amounts due pursuant to Section 3.05. In any case in which the Company makes or
is obligated to make payment in Dollars, the Company shall hold the Administrative Agent harmless
from any loss incurred by the Administrative Agent arising from any change in the value of Dollars
in relation to the Payment Currency between the date the Guaranteed Designated Borrower Obligation
becomes due and the date the Administrative Agent is actually able, following the conversion of
the Dollars paid by the Company into the Payment Currency and remittance of such Payment Currency
to the place where such Guaranteed Designated Borrower Obligation is payable, to apply such
Payment Currency to such Guaranteed Designated Borrower Obligation. The obligations of the
Company hereunder shall not be affected by any acts of any legislative body or Governmental
Authority affecting the Company or any Designated Borrower, including but not limited to, any
restrictions on the conversion of currency or repatriation or control of funds or any total or
partial expropriation of the Company’s or any Designated Borrower’s property, or by economic,
political, regulatory or other events in the countries where the Company or any Designated
Borrower is located.



     (f) Subrogation. The Company shall not exercise any right of subrogation,
contribution, indemnity, reimbursement or similar rights with respect to any payments it makes
under this Company Guaranty until all of the Guaranteed Designated Borrower Obligations and any
amounts payable under this Company Guaranty have been paid and performed in full in cash and the
Commitments and the Facilities are terminated. If any amounts are paid to the Company in
violation of the foregoing limitation, then such amounts shall be held in trust for



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the benefit of the Lender Parties and shall forthwith be paid to the Lender Parties to reduce
the amount of the Guaranteed Designated Borrower Obligations, whether matured or unmatured.



     (g) Termination; Reinstatement. This Company Guaranty is a continuing and
irrevocable guaranty of all Guaranteed Designated Borrower Obligations now or hereafter existing
and shall remain in full force and effect until all Guaranteed Designated Borrower Obligations and
any other amounts payable under this Company Guaranty are indefeasibly paid in full in cash and
the Commitments and the Facilities with respect to the Guaranteed Designated Borrower Obligations
are terminated. Notwithstanding the foregoing, this Company Guaranty shall continue in full force
and effect or be revived, as the case may be, if any payment by or on behalf of any Designated
Borrower or the Company is made, or any of the Lender Parties exercises its right of setoff, in
respect of the Guaranteed Designated Borrower Obligations and such payment or the proceeds of such
setoff 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 any of the Lender
Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection
with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been
made or such setoff had not occurred and whether or not the Lender Parties are in possession of or
have released this Company Guaranty and regardless of any prior revocation, rescission,
termination or reduction. The obligations of the Company under this paragraph shall survive
termination of this Company Guaranty.



     (h) Subordination. The Company hereby subordinates the payment of all obligations
and indebtedness of each Designated Borrower owing to the Company, whether now existing or
hereafter arising, including but not limited to any obligation of any Designated Borrower to the
Company as subrogee of the Lender Parties or resulting from the Company’s performance under this
Company Guaranty, to the payment in full in cash of all Guaranteed Designated Borrower
Obligations, provided, however, that the foregoing subordination shall not be
given effect until such time as the Lender Parties shall have made a request to the Company
pursuant to the second sentence of this Section 10.01(h). At any time any Event of
Default shall have occurred and be continuing, if the Lender Parties so request, any such
obligation or indebtedness of any Designated Borrower to the Company shall be enforced and
performance received by the Company as trustee for the Lender Parties and the proceeds thereof
shall be paid over to the Lender Parties on account of the applicable Guaranteed Designated
Borrower Obligations, but without reducing or affecting in any manner the liability of the Company
under this Company Guaranty.



     (i) Stay of Acceleration. If acceleration of the time for payment of any of the
Guaranteed Designated Borrower Obligations is stayed, in connection with any case commenced by or
against the Company or any Designated Borrower under any Debtor Relief Laws, or otherwise, all
such amounts shall nonetheless be payable by the Company immediately upon demand by the Lender
Parties.



     (j) Condition of Borrowers. The Company acknowledges and agrees that it has the sole
responsibility for, and has adequate means of, obtaining from the Designated Borrowers and any
other guarantor such information concerning the financial condition, business and operations of
each Designated Borrower and any such other guarantor as the Company requires,



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and that none of the Lender Parties has any duty, and the Company is not relying on the
Lender Parties at any time, to disclose to the Company any information relating to the business,
operations or financial condition of any Designated Borrower or any other guarantor (the Company
waiving any duty on the part of the Lender Parties to disclose such information and any defense
relating to the failure to provide the same).



     10.02. Subsidiary Guaranty.



     (a) Guaranty. Each Subsidiary Guarantor hereby absolutely and unconditionally
guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection,
prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration,
demand or otherwise, and at all times thereafter, of any and all of the Obligations, whether for
principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the
Borrowers to the Lender Parties, and whether arising hereunder or under any other Loan Document
(including all renewals, extensions, amendments and other modifications thereof and all costs,
attorneys’ fees and expenses incurred by the Lender Parties in connection with the collection or
enforcement thereof) and whether recovery upon such Obligations may be or hereafter become
unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by
or against any Subsidiary Guarantor or any Borrower under any Debtor Relief Laws, and including
interest that accrues after the commencement by or against any Borrower of any proceeding under
any Debtor Relief Laws (collectively, the “Guaranteed Borrower Obligations”). The
Administrative Agent’s books and records showing the amount of the Guaranteed Borrower Obligations
shall be admissible in evidence in any action or proceeding, and shall be binding upon each
Subsidiary Guarantor, and conclusive for the purpose of establishing the amount of the Guaranteed
Borrower Obligations. This Subsidiary Guaranty shall not be affected by the genuineness,
validity, regularity or enforceability of the Guaranteed Borrower Obligations or any instrument or
agreement evidencing any Guaranteed Borrower Obligations, or by the existence, validity,
enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or
circumstance relating to the Guaranteed Borrower Obligations which might otherwise constitute a
defense to the obligations of any Subsidiary Guarantor under this Subsidiary Guaranty, and each
Subsidiary Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire
in any way relating to any or all of the foregoing. Anything contained herein to the contrary
notwithstanding, the obligations of each Subsidiary Guarantor hereunder at any time shall be
limited to an aggregate amount equal to the largest amount that would not render its obligations
under this Subsidiary Guaranty subject to avoidance as a fraudulent transfer or conveyance under
Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of
any similar federal or state Law.



     (b) Rights of Lender Parties. Each Subsidiary Guarantor consents and agrees that the
Lender Parties may, at any time and from time to time, without notice or demand, and without
affecting the enforceability or continuing effectiveness hereof: (i) amend, extend, renew,
compromise, discharge, accelerate or otherwise change the time for payment or the terms of the
Guaranteed Borrower Obligations or any part thereof; (ii) take, hold, exchange, enforce, waive,
release, fail to perfect, sell, or otherwise dispose of any security for the payment of this
Subsidiary Guaranty or any Guaranteed Borrower Obligations; (iii) apply such security and direct
the order or manner of sale thereof as the Administrative Agent, the L/C Issuer and



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the Lenders in their sole discretion may determine; and (iv) release or substitute one or
more of any endorsers or other guarantors of any of the Guaranteed Borrower Obligations. Without
limiting the generality of the foregoing, each Subsidiary Guarantor consents to the taking of, or
failure to take, any action which might in any manner or to any extent vary the risks of such
Subsidiary Guarantor under this Subsidiary Guaranty or which, but for this provision, might
operate as a discharge of such Subsidiary Guarantor.



     (c) Certain Waivers. Each Subsidiary Guarantor waives (i) any defense arising by
reason of any disability or other defense of any Borrower or any other guarantor, or the cessation
from any cause whatsoever (including any act or omission of any Lender Party) of the liability of
any Borrower; (ii) any defense based on any claim that such Subsidiary Guarantor’s obligations
exceed or are more burdensome than those of any Borrower; (iii) the benefit of any statute of
limitations affecting such Subsidiary Guarantor’s liability hereunder; (iv) except as expressly
set forth in Section 10.02(g) below, any right to proceed against any Borrower, proceed
against or exhaust any security for the Guaranteed Borrower Obligations, or pursue any other
remedy in the power of any Lender Party whatsoever; (v) except as expressly set forth in
Section 10.02(g) below, any benefit of and any right to participate in any security now or
hereafter held by any Lender Party; and (vi) to the fullest extent permitted by law, any and all
other defenses or benefits that may be derived from or afforded by applicable law limiting the
liability of or exonerating guarantors or sureties. Each Subsidiary Guarantor expressly waives
all setoffs and counterclaims and all presentments, demands for payment or performance, notices of
nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other
notices or demands of any kind or nature whatsoever with respect to the Guaranteed Borrower
Obligations, and all notices of acceptance of this Subsidiary Guaranty or of the existence,
creation or incurrence of new or additional Guaranteed Borrower Obligations.



     (d) Obligations Independent. The obligations of each Subsidiary Guarantor under this
Subsidiary Guaranty are those of primary obligor, and not merely as surety, and are independent of
the Guaranteed Borrower Obligations and the obligations of any other guarantor, and a separate
action may be brought against such Subsidiary Guarantor to enforce this Subsidiary Guaranty
whether or not any Borrower or any other Person or entity is joined as a party.



     (e) Payments. All payments by a Subsidiary Guarantor under this Subsidiary Guaranty
shall be made in the manner, at the place and in the Payment Currency required by this
Agreement and the other Loan Documents; provided, however, that (if the Payment
Currency is other than Dollars) such Subsidiary Guarantor may, at its option (or, if for any
reason whatsoever such Subsidiary Guarantor is unable to effect payments in the foregoing manner,
such Subsidiary Guarantor shall be obligated to) pay to the Administrative Agent at the
Administrative Agent’s Office the Dollar Equivalent of the amount of such Guaranteed Borrower
Obligation together with any other amounts due pursuant to Section 3.05. In any case in
which a Subsidiary Guarantor makes or is obligated to make payment in Dollars, such Subsidiary
Guarantor shall hold the Administrative Agent harmless from any loss incurred by the
Administrative Agent arising from any change in the value of Dollars in relation to the Payment
Currency between the date the Guaranteed Borrower Obligation becomes due and the date the
Administrative Agent is actually able, following the conversion of the Dollars paid by such
Subsidiary Guarantor into the Payment Currency and remittance of such Payment



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Currency to the place where such Guaranteed Borrower Obligation is payable, to apply such
Payment Currency to such Guaranteed Borrower Obligation. The obligations of each Subsidiary
Guarantor hereunder shall not be affected by any acts of any legislative body or Governmental
Authority affecting such Subsidiary Guarantor or any Borrower, including but not limited to, any
restrictions on the conversion of currency or repatriation or control of funds or any total or
partial expropriation of such Subsidiary Guarantor’s or any Borrower’s property, or by economic,
political, regulatory or other events in the countries where such Subsidiary Guarantor or any
Borrower is located.



     (f) Certain Taxes. Each Subsidiary Guarantor further agrees that all payments to be
made hereunder shall be made without setoff or counterclaim and free and clear of, and without
deduction for, any Indemnified Taxes or Other Taxes. If any Indemnified Taxes or Other Taxes are
required to be withheld from any amounts payable to the Lender Parties hereunder, the amounts so
payable to the Lender Parties shall be increased to the extent necessary to yield to the Lender
Parties (after payment of all Indemnified Taxes and Other Taxes) the amounts payable hereunder in
the full amounts so to be paid. Whenever any Indemnified Taxes or Other Taxes are paid by a
Subsidiary Guarantor, as promptly as possible thereafter, such Subsidiary Guarantor shall send the
Administrative Agent an official receipt showing payment thereof, together with such additional
documentary evidence as may be required from time to time by the Administrative Agent. The
obligations of the Subsidiary Guarantors under this paragraph shall survive the payment in full of
the Guaranteed Borrower Obligations and termination of this Subsidiary Guaranty.



     (g) Subrogation. Each Subsidiary Guarantor shall not exercise any right of
subrogation, contribution, indemnity, reimbursement or similar rights with respect to any payments
it makes under this Subsidiary Guaranty until all of the Guaranteed Borrower Obligations and any
amounts payable under this Subsidiary Guaranty have been paid and performed in full in cash and
the Commitments and the Facilities are terminated. If any amounts are paid to any Subsidiary
Guarantor in violation of the foregoing limitation, then such amounts shall be held in trust for
the benefit of the Lender Parties and shall forthwith be paid to the Lender Parties to reduce the
amount of the Guaranteed Borrower Obligations, whether matured or unmatured.



     (h) Termination; Reinstatement. This Subsidiary Guaranty is a continuing and
irrevocable guaranty of all Guaranteed Borrower Obligations now or hereafter existing and shall
remain in full force and effect until all Guaranteed Borrower Obligations and any other amounts
payable under this Subsidiary Guaranty are paid in full in cash and the Commitments and the
Facilities with respect to the Guaranteed Borrower Obligations are terminated. Notwithstanding
the foregoing, this Subsidiary Guaranty shall continue in full force and effect or be revived, as
the case may be, if any payment by or on behalf of any Borrower or any Subsidiary Guarantor is
made, or any of the Lender Parties exercises its right of setoff, in respect of the Guaranteed
Borrower Obligations and such payment or the proceeds of such setoff 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 any of the Lender Parties in their
discretion) to be repaid to a trustee, receiver or any other party, in connection with any
proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or
such setoff had not occurred and whether or not the Lender Parties are in



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possession of or have released this Subsidiary Guaranty and regardless of any prior
revocation, rescission, termination or reduction. The obligations of each Subsidiary Guarantor
under this paragraph shall survive termination of this Subsidiary Guaranty.



     (i) Subordination. Each Subsidiary Guarantor hereby subordinates the payment of all
obligations and indebtedness of each Borrower owing to such Subsidiary Guarantor, whether now
existing or hereafter arising, including but not limited to any obligation of any Borrower to such
Subsidiary Guarantor as subrogee of the Lender Parties or resulting from such Subsidiary
Guarantor’s performance under this Subsidiary Guaranty, to the payment in full in cash of all
Guaranteed Borrower Obligations; provided, however, that the foregoing
subordination shall not be given effect until such time as the Lender Parties shall have made a
request to the Company pursuant to the second sentence of this Section 10.01(h). At any
time any Event of Default shall have occurred and be continuing, if the Lender Parties so request,
any such obligation or indebtedness of any Borrower to any Subsidiary Guarantor shall be enforced
and performance received by such Subsidiary Guarantor as trustee for the Lender Parties and the
proceeds thereof shall be paid over to the Lender Parties on account of the applicable Guaranteed
Borrower Obligations, but without reducing or affecting in any manner the liability of such
Subsidiary Guarantor under this Subsidiary Guaranty.



     (j) Stay of Acceleration. If acceleration of the time for payment of any of the
Guaranteed Borrower Obligations is stayed, in connection with any case commenced by or against any
Subsidiary Guarantor or any Borrower under any Debtor Relief Laws, or otherwise, all such amounts
shall nonetheless be payable by such Subsidiary Guarantor immediately upon demand by the Lender
Parties.



     (k) Condition of Borrowers. Each Subsidiary Guarantor acknowledges and agrees that
it has the sole responsibility for, and has adequate means of, obtaining from the Borrowers and
any other guarantor such information concerning the financial condition, business and operations
of each Borrower and any such other guarantor as such Subsidiary Guarantor requires, and that none
of the Lender Parties has any duty, and such Subsidiary Guarantor is not relying on the Lender
Parties at any time, to disclose to such Subsidiary Guarantor any information relating to the
business, operations or financial condition of any Borrower or any other guarantor (such
Subsidiary Guarantor waiving any duty on the part of the Lender Parties to disclose such
information and any defense relating to the failure to provide the same).



ARTICLE XI.

MISCELLANEOUS




     11.01. Amendments, Etc. No amendment or waiver of any provision of this Agreement or any
other Loan Document, and no consent to any departure by the Company or any other Loan Party
therefrom, shall be effective unless in writing signed by the Required Lenders and the Company or
the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and
each such waiver or consent shall be effective only in the specific instance and for the specific
purpose for which given; provided, however, that no such amendment, waiver or
consent shall:



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     (a) waive any condition set forth in Section 4.01 (other than Section
4.01(c)(i) or (c)(iii)), and, in the case of the initial Credit Extension, Section
4.02, without the written consent of each Lender;



     (b) without limiting the generality of clause (a) above, waive any condition set forth in
Section 4.02 as to any Credit Extension under a particular Facility without the written
consent of the Required Revolving Lenders or the Required Term Lenders, as the case may be;



     (c) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated
pursuant to Section 8.02) without the written consent of such Lender;



     (d) postpone any date fixed by this Agreement or any other Loan Document for any payment
(excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders
(or any of them) or any scheduled or mandatory reduction of any Commitments hereunder or under
such other Loan Document without the written consent of each Lender directly affected thereby (it
being understood that any vote to rescind any acceleration of amounts owing with respect to the
Loans and other Obligations under the Loan Documents shall only require the consent of the
Required Lenders);



     (e) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C
Borrowing, or (subject to clause (iv) of the last proviso to this Section 11.01) any fees
or other amounts payable hereunder or under any other Loan Document without the written consent of
each Lender directly affected thereby; provided, however, that only the consent of
the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive
any obligation of any Borrower to pay interest or Letter of Credit Fees at the Default Rate or
(ii) to amend any financial covenant hereunder (or any defined term used therein) even if the
effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or
to reduce any fee payable hereunder;



     (f) change (i) Section 8.03 in a manner that would alter the pro rata sharing of
payments required thereby without the written consent of each Lender directly affected thereby or
(ii) the order of application of any reduction in the Commitments from the application thereof set
forth in the applicable provisions of Section 2.06(b) or 2.06(c), respectively, in
any manner that materially and adversely affects the Lenders under a Facility without the written
consent of (x) if such Facility is the Term Facility, the Required Term Lenders and (y) if such
Facility is the Revolving Credit Facility, the Required Revolving Lenders;



     (g) amend Section 1.06 or the definition of “Alternative Currency” without the
written consent of each Revolving Credit Lender;



     (h) subject to Sections 2.17 and 2.18, change (i) any provision of this
Section 11.01 or the definition of “Required Lenders” or any other provision hereof
specifying the number or percentage of Lenders required to amend, waive or otherwise modify any
rights hereunder or make any determination or grant any consent hereunder (other than the
definitions specified in clause (ii) of this Section 11.01(h)), without the written
consent of each Lender or (ii) the definition of “Required Revolving Lenders” or “Required Term
Lenders” without the written consent of each Lender under the applicable Facility;



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     (i) release the Company from the Company Guaranty or release all or substantially all of the
value of the Subsidiary Guaranty, without the written consent of each Lender, except to the extent
the release of any Subsidiary Guarantor from the Subsidiary Guaranty is permitted pursuant to
Section 9.10 (in which case such release may be made by the Administrative Agent acting
alone);



     (j) release any Designated Borrower under this Agreement, without the written consent of each
Lender, except to the extent such release is permitted pursuant to Section 9.10 (in which
case such release may be made by the Administrative Agent acting alone); or



     (k) impose any greater restriction on the ability of any Lender under a Facility to assign
any of its rights or obligations hereunder without the written consent of (i) if such Facility is
the Term Facility, the Required Term Lenders and (ii) if such Facility is the Revolving Credit
Facility, the Required Revolving Lenders;


and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights
or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of
Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing
and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or
duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall,
unless in writing and signed by the Administrative Agent in addition to the Lenders required above,
affect the rights or duties of the Administrative Agent under this Agreement or any other Loan
Document; (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a
writing executed only by the parties thereto and (v) the Administrative Agent and the Company may
effect any amendment to the Loan Documents to reflect terms applicable to any Incremental Term Loan
as provided in Section 2.18(g) without the consent of any other Lender. Notwithstanding
anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove
any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms
requires the consent of all Lenders or each affected Lender may be effected with the consent of the
applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting
Lender may not be increased or extended without the consent of such Lender and (y) any waiver,
amendment or modification requiring the consent of all Lenders or each affected Lender that by its
terms affects any Defaulting Lender more adversely than other affected Lenders shall require the
consent of such Defaulting Lender.




     11.02. Notices; Effectiveness; Electronic Communications. (a) Notices Generally.
Except in the case of notices and other communications expressly permitted to be given by telephone
(and except as provided in subsection (b) below), all notices and other communications provided for
herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by
certified or registered mail or sent by telecopier as follows, and all notices and other
communications expressly permitted hereunder to be given by telephone shall be made to the
applicable telephone number, as follows:



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     (i) if to a Borrower, the Administrative Agent, the L/C Issuer or the Swing Line
Lender, to the address, telecopier number, electronic mail address or telephone number
specified for such Person on Schedule 11.02; and




     (ii) if to any other Lender, to the address, telecopier number, electronic mail address
or telephone number specified in its Administrative Questionnaire as provided to the
Administrative Agent and the Company (including, as appropriate, notices delivered solely to
the Person designated by a Lender on its Administrative Questionnaire then in effect for the
delivery of notices that may contain material non-public information relating to the Loan
Parties).


Notices and other communications sent by hand or overnight courier service, or mailed by certified
or registered mail, shall be deemed to have been given when received; notices and other
communications sent by telecopier shall be deemed to have been given when sent (except that, if not
given during normal business hours for the recipient, shall be deemed to have been given at the
opening of business on the next business day for the recipient). Notices and other communications
delivered through electronic communications to the extent provided in subsection (b) below shall be
effective as provided in such subsection (b).




     (b) Electronic Communications. Notices and other communications to the Lenders and
the L/C Issuer hereunder may be delivered or furnished by electronic communication (including
e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative
Agent, provided that the foregoing shall not apply to notices to any Lender or the L/C
Issuer pursuant to Article II if such Lender or the L/C Issuer, as applicable, has
notified the Administrative Agent that it is incapable of receiving notices under such Article by
electronic communication. The Administrative Agent or the Company may, in its discretion, agree
to accept notices and other communications to it hereunder by electronic communications pursuant
to procedures approved by it, provided that approval of such procedures may be limited to
particular notices or communications.



     Unless the Administrative Agent otherwise prescribes, (i) notices and other communications
sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement
from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement), provided that if such notice or other
communication is not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on the next business day
for the recipient, and (ii) notices or communications posted to an Internet or intranet website
shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as
described in the foregoing clause (i) of notification that such notice or communication is
available and identifying the website address therefor.



     (c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT
PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS
OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM
THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY
WARRANTY



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OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS
OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE
BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its
Related Parties (collectively, the “Agent Parties”) have any liability to any Borrower, any
Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of
any kind (whether in tort, contract or otherwise) arising out of any Borrower’s or the
Administrative Agent’s transmission of Borrower Materials through the Internet, except to the
extent that such losses, claims, damages, liabilities or expenses are determined by a court of
competent jurisdiction by a final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct (including any willful breach of this Agreement) of such Agent
Party; provided, however, that in no event shall any Agent Party have any
liability to any Borrower, any Lender, the L/C Issuer or any other Person for indirect, special,
incidental, consequential or punitive damages (as opposed to direct or actual damages).



     (d) Change of Address, Etc. Each of the Borrowers, the Administrative Agent, the L/C
Issuer and the Swing Line Lender may change its address, telecopier or telephone number for
notices and other communications hereunder by notice to the other parties hereto. Each other
Lender may change its address, telecopier or telephone number for notices and other communications
hereunder by notice to the Company, the Administrative Agent, the L/C Issuer and the Swing Line
Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time to
ensure that the Administrative Agent has on record (i) an effective address, contact name,
telephone number, telecopier number and electronic mail address to which notices and other
communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each
Public Lender agrees to cause at least one individual at or on behalf of such Public Lender 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 Lender or its delegate, in
accordance with such Public Lender’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 Borrower or its securities for purposes of
United States Federal or state securities laws.



     (e) Reliance by Administrative Agent, L/C Issuer and Lenders. The Administrative
Agent, the L/C Issuer and the Lenders, if acting in good faith, shall be entitled to rely and act
upon any notices (including telephonic Committed Loan Notices and Swing Line Loan Notices)
purportedly given by or on behalf of any Borrower even if (i) such notices were not made in a
manner specified herein, were incomplete or were not preceded or followed by any other form of
notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from
any confirmation thereof. The Company shall indemnify the Administrative Agent, the L/C Issuer,
each Lender and the Related Parties of each of them from all losses, costs, expenses and
liabilities resulting from the reliance by such Person on each notice purportedly given by or on
behalf of any Borrower, except to the extent that such losses, costs, expenses and liabilities are
determined by a court of competent jurisdiction by a final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct (including any willful breach of this
Agreement) by the Person claiming such indemnification. All telephonic notices to and other



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telephonic communications with the Administrative Agent may be recorded by the Administrative
Agent, and each of the parties hereto hereby consents to such recording.



     11.03. No Waiver; Cumulative Remedies; Enforcement. No failure by any Lender, the L/C Issuer
or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right,
remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power or privilege
hereunder preclude any other or further exercise thereof or the exercise of any other right,
remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and
provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies,
powers and privileges provided by law.



     Notwithstanding anything to the contrary contained herein or in any other Loan Document, the
authority to enforce rights and remedies hereunder and under the other Loan Documents against the
Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law
in connection with such enforcement shall be instituted and maintained exclusively by, the
Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders and
the L/C Issuer; provided, however, that the foregoing shall not prohibit (a) the
Administrative Agent from exercising on its own behalf the rights and remedies that inure to its
benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan
Documents, (b) the L/C Issuer or the Swing Line Lender from exercising the rights and remedies that
inure to its benefit (solely in its capacity as L/C Issuer or Swing Line Lender, as the case may
be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in
accordance with Section 11.08 (subject to the terms of Section 2.13), or (d) any
Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the
pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and
provided, further, that if at any time there is no Person acting as Administrative
Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the
rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in
addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject
to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any
rights and remedies available to it under this Agreement, the other Loan Documents and under
applicable Law as authorized by the Required Lenders.



     11.04. Expenses; Indemnity; Damage Waiver. (a) Costs and Expenses. Other than with
respect to Taxes, which shall be governed solely by Section 3.01, the Company shall pay (i)
all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates
(including the reasonable fees, charges and disbursements of counsel for the Administrative Agent),
in connection with the syndication of the credit facilities provided for herein, the preparation,
negotiation, execution, delivery and administration of this Agreement and the other Loan Documents
or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the
transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable
out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment,
renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all
out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer
(including the fees, charges and disbursements of any counsel for the Administrative Agent, any
Lender or the L/C Issuer) in connection with the enforcement or



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protection of its rights (A) in connection with this Agreement and the other Loan Documents,
including its rights under this Section, or (B) in connection with Loans made or Letters of Credit
issued hereunder, including all such out-of-pocket expenses incurred during any workout,
restructuring or negotiations in respect of such Loans or Letters of Credit.




     (b) Indemnification by the Company. Other than with respect to Taxes, which shall be
governed solely by Section 3.01, the Company shall indemnify the Administrative Agent (and
any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the
foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each
Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses
(including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any
Indemnitee or asserted against any Indemnitee by any third party or by any Borrower or any other
Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of
this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or
thereby, the performance by the parties hereto of their respective obligations hereunder or
thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case
of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the
administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit
or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to
honor a demand for payment under a Letter of Credit if the documents presented in connection with
such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or
alleged presence or release of Hazardous Materials on or from any property owned or operated by
any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any
Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on contract, tort or
any other theory, whether brought by a third party or by the Company or any other Loan Party or
any of the Company’s or such Loan Party’s directors, shareholders or creditors, and regardless of
whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN
WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE;
provided that such indemnity shall not, as to any Indemnitee, be available to the extent
that such losses, claims, damages, liabilities or related expenses (x) are determined by a court
of competent jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct (including any willful breach of this Agreement) of such
Indemnitee or (y) result from a claim brought by the Company or any other Loan Party against an
Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other
Loan Document, if the Company or such other Loan Party has obtained a final and nonappealable
judgment in its favor on such claim as determined by a court of competent jurisdiction.



     (c) Reimbursement by Lenders. To the extent that the Company for any reason fails to
indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it
to the Administrative Agent (or any sub-agent thereof), the L/C Issuer or any Related Party of any
of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such
sub-agent), the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable
Percentage (determined as of the time that the applicable unreimbursed expense or indemnity
payment is sought) of such unpaid amount, provided that the unreimbursed expense



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or indemnified loss, claim, damage, liability or related expense, as the case may be, was
incurred by or asserted against the Administrative Agent (or any such sub-agent) or the L/C Issuer
in its capacity as such, or against any Related Party of any of the foregoing acting for the
Administrative Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The
obligations of the Lenders under this subsection (c) are subject to the provisions of Section
2.12(e).



     (d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by
applicable law, no Loan Party shall assert, and each Loan Party hereby waives, any claim against
any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive
damages (as opposed to direct or actual damages) arising out of, in connection with, or as a
result of, this Agreement, any other Loan Document or any agreement or instrument contemplated
hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use
of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for
any damages arising from the use by unintended recipients of any information or other materials
distributed to such unintended recipients by such Indemnitee through telecommunications,
electronic or other information transmission systems in connection with this Agreement or the
other Loan Documents or the transactions contemplated hereby or thereby other than for direct or
actual damages resulting from the gross negligence or willful misconduct (including any willful
breach of this Agreement) of such Indemnitee as determined by a final and nonappealable judgment
of a court of competent jurisdiction.



     (e) Payments. All amounts due under this Section shall be payable not later than ten
Business Days after demand therefor.



     (f) Survival. The agreements in this Section shall survive the resignation of the
Administrative Agent, the L/C Issuer and the Swing Line Lender, the replacement of any Lender, the
termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the
other Obligations.



     11.05. Payments Set Aside. To the extent that any payment by or on behalf of any Borrower is
made to the Administrative Agent, the L/C Issuer or any Lender, or the Administrative Agent, the
L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such
setoff 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, the L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any
other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a)
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 setoff had not occurred, and (b) each Lender and the L/C Issuer severally agrees to pay to the
Administrative Agent upon demand its applicable share (without duplication) 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 applicable
Overnight Rate from time to time in effect, in the applicable currency of such recovery or payment.
The obligations of the Lenders and the L/C Issuer under clause (b) of the preceding sentence shall
survive the payment in full of the Obligations and the termination of this Agreement.



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     11.06. Successors and Assigns. (a) Successors and Assigns Generally. The provisions
of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that neither any Borrower nor any other
Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the
prior written consent of the Administrative Agent and each Lender and no Lender may assign or
otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in
accordance with the provisions of Section 11.06(b), (ii) by way of participation in
accordance with the provisions of Section 11.06(d), or (iii) by way of pledge or assignment
of a security interest subject to the restrictions of Section 11.06(f) (and any other
attempted assignment or transfer by any party hereto shall be null and void). Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person (other than the
parties hereto, their respective successors and assigns permitted hereby, Participants to the
extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby,
the Related Parties of each of the Administrative Agent, the L/C Issuer and the Lenders) any legal
or equitable right, remedy or claim under or by reason of this Agreement.



     (b) Assignments by Lenders. Any Lender may at any time assign to one or more
assignees all or a portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment(s) and the Loans (including for purposes of this Section
11.06(b), participations in L/C Obligations and Swing Line Loans) at the time owing to it);
provided that any such assignment shall be subject to the following conditions:




     (i) Minimum Amounts.




     (A) in the case of an assignment of the entire remaining amount of the
assigning Lender’s Commitment under any Facility and the Loans at the time owing to
it under such Facility or in the case of an assignment to a Lender, an Affiliate of
a Lender or an Approved Fund, no minimum amount need be assigned, provided
that such assignment of Commitment under any Facility and the Loans at the time
owing to it by the Designated Borrower under such Facility must be in a minimum
amount equivalent to Euro 100,000 or any other amount which becomes applicable at
any time as per Wijzigingsbesluit financiële markten 2012; and




     (B) in any case not described in subsection (b)(i)(A) of this Section, the
aggregate amount of the Commitment (which for this purpose includes Loans
outstanding thereunder) or, if the Commitment is not then in effect, the principal
outstanding balance of the Loans of the assigning Lender subject to each such
assignment, determined as of the date the Assignment and Assumption with respect to
such assignment is delivered to the Administrative Agent or, if “Trade Date” is
specified in the Assignment and Assumption, as of the Trade Date, shall not be less
than $5,000,000, in the case of any assignment in respect of the Revolving Credit
Facility, or $1,000,000, in the case of any assignment in respect of the Term
Facility, unless each of the Administrative Agent and, so long as no Event of
Default has occurred and is continuing, the Company otherwise consents (each such
consent not to be unreasonably withheld or delayed); provided,
however, that concurrent assignments to members of an Assignee Group and



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concurrent assignments from members of an Assignee Group to a single Eligible
Assignee (or to an Eligible Assignee and members of its Assignee Group) will be
treated as a single assignment for purposes of determining whether such minimum
amount has been met;




     (ii) Proportionate Amounts. Each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender’s rights and obligations
under this Agreement with respect to the Loans or the Commitment assigned, except that this
clause (ii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect
of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights
and obligations among separate Facilities on a non-pro rata basis;




     (iii) Required Consents. No consent shall be required for any assignment
except to the extent required by subsection (b)(i)(B) of this Section and, in addition:




     (A) the consent of the Company (such consent not to be unreasonably withheld or
delayed) shall be required unless (1) an Event of Default has occurred and is
continuing at the time of such assignment or (2) such assignment is to a Lender, an
Affiliate of a Lender or an Approved Fund;




     (B) the consent of the Administrative Agent (such consent not to be
unreasonably withheld or delayed) shall be required if such assignment is to a
Person that is not a Lender with a Commitment, an Affiliate of such Lender or an
Approved Fund with respect to such Lender;




     (C) the consent of the L/C Issuer (such consent not to be unreasonably withheld
or delayed) shall be required for any assignment of the Revolving Credit Facility
that increases the obligation of the assignee to participate in exposure under one
or more Letters of Credit (whether or not then outstanding); and




     (D) the consent of the Swing Line Lender (such consent not to be unreasonably
withheld or delayed) shall be required for any assignment in respect of the
Revolving Credit Facility




     (iv) Assignment and Assumption. The parties to each assignment shall execute
and deliver to the Administrative Agent an Assignment and Assumption, together with a
processing and recordation fee in the amount of $3,500; provided, however,
that the Administrative Agent may, in its sole discretion, elect to waive such processing
and recordation fee in the case of any assignment. The assignee, if it is not a Lender,
shall deliver to the Administrative Agent an Administrative Questionnaire.




     (v) No Assignment to Certain Persons. No such assignment shall be made (A) to
the Company or any of the Company’s Affiliates or Subsidiaries, or (B) to any Defaulting
Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder,
would constitute any of the foregoing Persons described in this clause (B), (C) to a natural
person, (D) to any Person that, through its Lending Offices, is not capable of lending the
applicable Alternative Currencies to relevant Borrowers without the imposition of any
additional Indemnified Taxes or Other Taxes, or (E) unless (x) an



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Event of Default has occurred and is continuing or (y) otherwise consented to by the
Company in writing, to any Person that, at the time of such assignment, would require any
greater payment under Sections 3.01 or 3.04 than the assigning Lender.




     (vi) Certain Additional Payments. In connection with any assignment of rights
and obligations of any Defaulting Lender 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 the Defaulting Lender, 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 Lender to the Administrative Agent or any Lender 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 in accordance with its Applicable
Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and
obligations of any Defaulting Lender 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 Lender for all purposes of this Agreement until such
compliance occurs.


Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c)
of this Section, from and after the effective date specified in each Assignment and Assumption, the
assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned
by such Assignment and Assumption, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Assumption, be released from its obligations under this Agreement (and, in the
case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations
under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be
subject to the obligations under and entitled to the benefits of Sections 3.01,
3.04, 3.05 and 11.04 with respect to facts and circumstances occurring
prior to the effective date of such assignment. Upon request, the Borrowers (at their expense)
shall execute and deliver Notes to the assignee Lender. Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this subsection shall be
treated for purposes of this Agreement as a sale by such Lender of a participation in such rights
and obligations in accordance with Section 11.06(d).




     (c) Register. The Administrative Agent, acting solely for this purpose as an agent
of the Borrowers (and such agency being solely for tax purposes), shall maintain at the
Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a
register for the recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amounts of the Loans and L/C Obligations owing to, each Lender pursuant to the terms
hereof from time to time (the “Register”). The entries in the Register shall be
conclusive, and the Borrowers, the Administrative Agent and the Lenders may treat each Person
whose name is recorded in the Register pursuant to the terms hereof as a Lender



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hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. In
addition, the Administrative Agent shall maintain on the Register information regarding the
designation, and revocation of designation, of any Lender as a Defaulting Lender. The Register
shall be available for inspection by the Borrowers and any Lender, at any reasonable time and from
time to time upon reasonable prior notice.



     (d) Participations. Any Lender may at any time, without the consent of, or notice
to, any Borrower or the Administrative Agent, sell participations to any Person (other than a
natural person, a Defaulting Lender or the Company or any of the Company’s Affiliates or
Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or
obligations under this Agreement (including all or a portion of its Commitment and/or the Loans
(including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it);
provided that (i) such Lender’s obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto for the performance
of such obligations and (iii) the Borrowers, the Administrative Agent, the Lenders and the L/C
Issuer shall continue to deal solely and directly with such Lender in connection with such
Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to
which a Lender sells such a participation shall provide that such Lender shall retain the sole
right to enforce this Agreement and to approve any amendment, modification or waiver of any
provision of this Agreement; provided that such agreement or instrument may provide that
such Lender will not, without the consent of the Participant, agree to any amendment, waiver or
other modification described in the first proviso to Section 11.01 that affects such
Participant (it being understood that (i) any vote to rescind any acceleration made pursuant to
Section 8.02 of amounts owing with respect to the Loans and other Obligations and (ii) any
modifications of the provisions relating to amounts, timing or application of prepayments of Loans
and other Obligations shall not require the approval of such Participant). Subject to
subsection (e) of this Section, each Borrower agrees that each Participant shall be
entitled to the benefits of and subject to the obligations of Sections 3.01, 3.04
and 3.05 to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to Section 11.06(b). To the extent permitted by law, each Participant
also shall be entitled to the benefits of Section 11.08 as though it were a Lender,
provided such Participant agrees to be subject to Section 2.13 as though it were a
Lender.



     (e) Limitations upon Participant Rights. A Participant shall not be entitled to
receive any greater payment under Section 3.01 or 3.04 than the applicable Lender
would have been entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the Company’s prior written
consent. A Participant shall not be entitled to the benefits of Section 3.01 unless the
Company is notified of the participation sold to such Participant and such Participant agrees, for
the benefit of the Borrowers, to comply with Section 3.01(e) as though it were a Lender.



     (f) Certain Pledges. Any Lender may at any time pledge or assign a security interest
in all or any portion of its rights under this Agreement (including under its Note(s), if any) to
secure obligations of such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender
from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.




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     (g) Resignation as L/C Issuer after Assignment. Notwithstanding anything to
the contrary contained herein, if at any time Bank of America assigns all of its Revolving Credit
Commitment and Revolving Credit Loans pursuant to subsection (b) above, Bank of America may, (i)
upon 30 days’ notice to the Company and the Lenders, resign as L/C Issuer and/or (ii) upon 30
days’ notice to the Company, resign as Swing Line Lender. In the event of any such resignation as
L/C Issuer or Swing Line Lender, the Company shall be entitled to appoint from among the Lenders a
successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the
Company to appoint any such successor shall affect the resignation of Bank of America as L/C
Issuer or Swing Line Lender, as the case may be. If Bank of America resigns as L/C Issuer, it
shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with
respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C
Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to
make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to
Section 2.03(c)). If Bank of America resigns as Swing Line Lender, it shall retain all
the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made
by it and outstanding as of the effective date of such resignation, including the right to require
the Lenders to make Base Rate Committed Loans or fund risk participations in outstanding Swing
Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer
and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the
rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case
may be, and (b) the successor L/C Issuer 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 Bank of America to effectively assume the obligations of Bank of America with
respect to such Letters of Credit.



     11.07. Treatment of Certain Information; Confidentiality. Each of the Administrative Agent,
the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its Affiliates and to its and its
Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and
representatives (it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority purporting to have
jurisdiction over it (including any self-regulatory authority, such as the National Association of
Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any
subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the
exercise of any remedies hereunder or under any other Loan Document or any action or proceeding
relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or
thereunder, (f) subject to an agreement containing provisions substantially the same as those of
this Section, to (i) any assignee of or Participant in, or any prospective assignee of or
Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee
invited to be a Lender pursuant to Section 2.17 or 2.18 or (ii) any actual or
prospective counterparty (or its advisors) to any swap or derivative transaction relating to a
Borrower and its obligations, (g) with the consent of the Company or (h) to the extent such
Information (i) becomes publicly available other than as a result of a breach of this Section or
(ii) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their
respective Affiliates on a nonconfidential basis from a source other than the Company or any of its
Subsidiaries; provided, however, that each of the Administrative Agent, the Lenders
and the



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L/C Issuer agrees that, to the extent permitted by applicable Law, such Person shall use
reasonable commercial efforts to provide the Company with prior notice of any disclosure of
Information referred to in clauses (b) and (c) above to allow the Company to seek a protective
order preventing such disclosure.




     For purposes of this Agreement, “Information” means all information received by or on behalf
of the Company or any Subsidiary relating to the Company or any Subsidiary or any of their
respective businesses, other than any such information that is available to the Administrative
Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by the Company
or any Subsidiary. Any Person required to maintain the confidentiality of Information as provided
in this Section shall be considered to have complied with its obligation to do so if such Person
has exercised the same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.



     Each of the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (a) the
Information may include material non-public information concerning a Loan Party or a Subsidiary
thereof, as the case may be, (b) it has developed compliance procedures regarding the use of
material non-public information and (c) it will handle such material non-public information in
accordance with applicable Law, including United States Federal and state securities Laws.



     EACH LENDER REPRESENTS TO THE COMPANY AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN
ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN
MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.



     11.08. Right of Setoff. If an Event of Default shall have occurred and be continuing, each
Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and
from time to time, to the fullest extent permitted by applicable law, to set off and apply any and
all deposits (general or special, time or demand, provisional or final, in whatever currency) at
any time held and other obligations (in whatever currency) at any time owing by such Lender, the
L/C Issuer or any such Affiliate to or for the credit or the account of any Borrower or any other
Loan Party against any and all of the obligations of such Borrower or such Loan Party now or
hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C
Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand
under this Agreement or any other Loan Document and although such obligations of such Borrower or
such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or
the L/C Issuer different from the branch or office holding such deposit or obligated on such
indebtedness; provided, that in the event that any Defaulting Lender shall exercise any
such right of setoff, (x) all amounts so set off shall be paid over immediately to the
Administrative Agent for further application in accordance with the provisions of Section
2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other
funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y)
the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in
reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such
right of setoff. The rights of each Lender, the L/C Issuer



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and their respective Affiliates under this Section are in addition to other rights and
remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective
Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Company and the
Administrative Agent promptly after any such setoff and application, provided that the
failure to give such notice shall not affect the validity of such setoff and application.
Notwithstanding the provisions of this Section 11.08, if at any time any Lender, the L/C
Issuer or any of their respective Affiliates maintains one or more deposit accounts for any
Borrower or any other Loan Party into which Medicare and/or Medicaid receivables are deposited,
such Lender, the L/C Issuer or Affiliate hereby waive the right of setoff set forth herein.




     11.09. Interest Rate Limitation. Notwithstanding anything to the contrary contained in any
Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the
maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If
the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum
Rate, to the extent not prohibited by applicable Law, the excess interest shall be applied to the
principal of the Loans or, if it exceeds such unpaid principal, refunded to the Company. In
determining whether the interest contracted for, charged, or received by the Administrative Agent
or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law,
(a) characterize any payment that is not principal as an expense, fee, or premium rather than
interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate,
allocate, and spread in equal or unequal parts the total amount of interest throughout the
contemplated term of the Obligations hereunder.



     11.10. Counterparts; Integration; Effectiveness. This Agreement may be executed in
counterparts (and by different parties hereto in different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single contract.
This Agreement and the other Loan Documents constitute the entire contract among the parties
relating to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except as provided in
Section 4.01, this Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received counterparts hereof
that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an
executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging
means shall be effective as delivery of a manually executed counterpart of this Agreement.



     11.11. Survival of Representations and Warranties. All representations and warranties made
hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or
in connection herewith or therewith shall survive the execution and delivery hereof and thereof.
Such representations and warranties have been or will be relied upon by the Administrative Agent
and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or
on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice
or knowledge of any Default at the time of any Credit Extension, and shall continue in full force
and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied
or any Letter of Credit shall remain outstanding.



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     11.12. Severability. If any provision of this Agreement or the other Loan Documents is held
to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the
remaining provisions of this Agreement and the other Loan Documents shall not be affected or
impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the
illegal, invalid or unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the illegal, invalid or unenforceable provisions. The
invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction. Without limiting the foregoing provisions of this
Section 11.12, if and to the extent that the enforceability of any provisions in this
Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in
good faith by the Administrative Agent or the L/C Issuer, as applicable, then such provisions shall
be deemed to be in effect only to the extent not so limited.



     11.13. Replacement of Lenders. If (a) any Lender requests compensation under Section
3.04, or provides notice under Section 3.02, or if any Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for the account of any Lender
pursuant to Section 3.01, (b) any Lender does not consent to a proposed amendment or
supplement to, or waiver of or other modification of, this Agreement or any other Loan Document
that (i) requires the approval of all Lenders (or all Revolving Credit Lenders, Term Lenders or all
affected Lenders, as applicable) and (ii) has been approved by the Required Lenders (or the
Required Revolving Lenders or the Required Term Lenders, as applicable), (c) if any Lender is a
Defaulting Lender, or (d) if any other circumstance exists hereunder that gives the Company the
right to replace a Lender, then the Company may, at its sole expense and effort, upon notice to
such Lender and the Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in, and consents required
by, Section 11.06), all of its interests, rights and obligations under this Agreement and
the related Loan Documents to an assignee that shall assume such obligations (which assignee may be
another Lender, if a Lender accepts such assignment), provided that:



     (a) unless waived or modified by the Administrative Agent, the Company shall have paid (or
caused a Designated Borrower to pay) to the Administrative Agent the assignment fee specified in
Section 11.06(b);



     (b) such Lender shall have received payment of an amount equal to the outstanding principal
of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts
payable to it hereunder and under the other Loan Documents (including any amounts under
Section 3.05) from the assignee (to the extent of such outstanding principal and accrued
interest and fees) or the Company or applicable Designated Borrower (in the case of all other
amounts);



     (c) in the case of any such assignment resulting from a claim for compensation under
Section 3.04 or payments required to be made pursuant to Section 3.01, such
assignment will result in a reduction in such compensation or payments thereafter; and



     (d) such assignment does not conflict with applicable Laws.



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     A Lender shall not be required to make any such assignment or delegation if, prior thereto, as
a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to
require such assignment and delegation cease to apply.



     11.14. Governing Law; Jurisdiction; Etc. (a) GOVERNING LAW. THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (WITHOUT GIVING
EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE THAT WOULD CAUSE THE APPLICATION OF THE
DOMESTIC SUBSTANTIVE LAWS OF ANY OTHER STATE).



     (a) SUBMISSION TO JURISDICTION. EACH BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY
AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE
COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT
OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR
RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND
UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD
AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION
OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE
JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN
DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY
OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT AGAINST ANY BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION.



     (b) WAIVER OF VENUE. EACH BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT
MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF
THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH
ACTION OR PROCEEDING IN ANY SUCH COURT.



     (c) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS
IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02. NOTHING IN THIS AGREEMENT WILL
AFFECT THE RIGHT OF



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ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.



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



     11.16. No Advisory or Fiduciary Responsibility. In connection with all aspects of each
transaction contemplated hereby (including in connection with any amendment, waiver or other
modification hereof or of any other Loan Document), each Borrower and each other Loan Party
acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the
arranging and other services regarding this Agreement provided by the Administrative Agent , MLPFS,
and the other Arrangers are arm’s-length commercial transactions between such Borrower , each other
Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, MLPFS,
and the other Arrangers, on the other hand, (B) each of such Borrower and the other Loan Parties
has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed
appropriate, and (C) such Borrower and each other Loan Party is capable of evaluating, and
understands and accepts, the terms, risks and conditions of the transactions contemplated hereby
and by the other Loan Documents; (ii) (A) the Administrative Agent, MLPFS, and each other Arranger
each is and has been acting solely as a principal and, except as expressly agreed in writing by the
relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary
for such Borrower, any other Loan Party or any of their respective Affiliates, or any other Person
and (B) neither the Administrative Agent, MLPFS nor any other Arranger has any obligation to such
Borrower, any other Loan Party or any of their respective Affiliates with respect to the
transactions contemplated hereby except those obligations expressly set forth herein and in the
other Loan Documents; and (iii) the Administrative Agent, MLPFS and the other Arrangers and their
respective Affiliates may be engaged in a broad range of transactions that involve interests that
differ from those of such Borrower, the other Loan Parties and their respective Affiliates, and
neither the Administrative Agent, MLPFS nor any other Arranger has any obligation to disclose any
of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To
the fullest extent permitted by law, each of the Borrowers and the other Loan Parties hereby waives
and releases any claims that it may have against the Administrative Agent, MLPFS and the other
Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection
with any aspect of any transaction contemplated hereby.



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     11.17. Electronic Execution of Assignments and Certain Other Documents. The words
“execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption or in
any amendment or other modification hereof (including waivers and consents) shall be deemed to
include electronic signatures or the keeping of records in electronic form, each of which shall be
of the same legal effect, validity or enforceability as a manually executed signature or the use of
a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any
applicable law, including the Federal Electronic Signatures in Global and National Commerce Act,
the New York State Electronic Signatures and Records Act, or any other similar state laws based on
the Uniform Electronic Transactions Act.



     11.18. USA PATRIOT Act. Each Lender that is subject to the Act (as hereinafter defined) and
the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrowers
that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into
law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that
identifies each Loan Party, which information includes the name and address of each Loan Party and
other information that will allow such Lender or the Administrative Agent, as applicable, to
identify each Loan Party in accordance with the Act. Each Borrower shall, promptly following a
request by the Administrative Agent or any Lender, provide all documentation and other information
that the Administrative Agent or such Lender requests in order to comply with its ongoing
obligations under applicable “know your customer” and anti-money laundering rules and regulations,
including the Act.



     11.19. Judgment Currency. If, for the purposes of obtaining judgment in any court, it is
necessary to convert a sum due hereunder or 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 Lender 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 Lender, as the case
may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such
Lender, as the case may be, 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 any Lender from any Borrower in the
Agreement Currency, such Borrower agrees, as a separate obligation and notwithstanding any such
judgment, to indemnify the Administrative Agent or such Lender, as the case may be, against such
loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due
to the Administrative Agent or any Lender in such currency, the Administrative Agent or such
Lender, as the case may be, agrees to return the amount of any excess to such Borrower (or to any
other Person who may be entitled thereto under applicable law).



     11.20. Liability for Obligations. Notwithstanding anything to the contrary contained in this
Agreement or in the other Loan Documents, the parties agree that: (a) no Designated Borrower that
is a Foreign Obligor shall be liable for any obligation of the Company or any



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Subsidiary Guarantor arising under or with respect to any of the Loan Documents; (b) each
Designated Borrower that is a Foreign Obligor shall be severally liable only for the obligations of
such Person; and (c) neither the Administrative Agent, any Lender, the L/C Issuer nor any Affiliate
thereof, may set-off or apply any deposits of a Designated Borrower that is a Foreign Obligor or
any other obligations at the time owing to or for the credit of the account of any Designated
Borrower that is a Foreign Obligor by the Administrative Agent, such Lender, the L/C Issuer or such
Affiliate thereof, against any or all of the obligations of the Company or any Subsidiary
Guarantor.




     11.21. ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL
AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE
PARTIES.



[Remainder of Page Left Intentionally Blank]




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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the date first above written.



	 	 	 	 	 
	 	BORROWERS:



PAREXEL INTERNATIONAL CORPORATION

 	 
	 	By:  	/s/ James F. Winschel, Jr.
 	 
	 	 	Name:  	James F. Winschel, Jr. 	 
	 	 	Title:  	SVP & CFO 	 
	 
	 	PAREXEL INTERNATIONAL HOLDING, B.V.

 	 
	 	By:  	/s/ Peter Rietman
 	 
	 	 	Name:  	Peter Rietman 	 
	 	 	Title:  	Managing Director 	 
	 
	 	SUBSIDIARY GUARANTORS:



PAREXEL INTERNATIONAL, LLC

 	 
	 	By:  	/s/ James F. Winschel, Jr.
 	 
	 	 	Name:  	James F. Winschel, Jr. 	 
	 	 	Title:  	Treasurer 	 
	 
	 	PERCEPTIVE INFORMATICS, INC

 	 
	 	By:  	/s/ James F. Winschel, Jr.
 	 
	 	 	Name:  	James F. Winschel, Jr. 	 
	 	 	Title:  	Treasurer 	 
	 
	 	DATALABS INC.

 	 
	 	By:  	/s/ James F. Winschel, Jr.
 	 
	 	 	Name:  	James F. Winschel, Jr. 	 
	 	 	Title:  	Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CLINPHONE CALIFORNIA INC.

 	 
	 	By:  	/s/ James F. Winschel, Jr.
 	 
	 	 	Name:  	James F. Winschel, Jr. 	 
	 	 	Title:  	Treasurer 	 
	 
	 	PERCEPTIVE SERVICES, INC.

 	 
	 	By:  	/s/ James F. Winschel, Jr.
 	 
	 	 	Name:  	James F. Winschel, Jr. 	 
	 	 	Title:  	Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A., AS

ADMINISTRATIVE AGENT

 	 
	 	By:  	/s/ Maurice Washington
 	 
	 	 	Name:  	Maurice Washington 	 
	 	 	Title:  	Vice President 	 
	 
	 	BANK OF AMERICA, N.A., as a Lender, L/C Issuer and

Swing Line Lender

 	 
	 	By:  	/s/ Linda Alto
 	 
	 	 	Name:  	Linda Alto 	 
	 	 	Title:  	Senior Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., as a Lender

 	 
	 	By:  	/s/ David Gibbs
 	 
	 	 	Name:  	David Gibbs 	 
	 	 	Title:  	Managing Director 	 



 









 







	 	 	 	 	 
	 	HSBC BANK USA, NATIONAL ASSOCIATION, 

as a Lender

 	 
	 	By:  	Elise Russo
 	 
	 	 	Name:  	Elise Russo 	 
	 	 	Title:  	Senior Global Relationship Manager 	 



 









 






	 	 	 	 	 
	 	RBS CITIZENS, NATIONAL ASSOCIATION, 

as a Lender

 	 
	 	By:  	/s/ Cindy Chen
 	 
	 	 	Name:  	Cindy Chen 	 
	 	 	Title:  	Senior Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as a Lender

 	 
	 	By:  	/s/ Nathan Hall
 	 
	 	 	Name:  	Nathan Hall 	 
	 	 	Title:  	AVP 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SOVEREIGN BANK, as a Lender

 	 
	 	By:  	/s/ Karen Ng
 	 
	 	 	Name:  	Karen Ng 	 
	 	 	Title:  	Senior Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	FIFTH THIRD BANK, as a Lender

 	 
	 	By:  	/s/ Joshua Livingston
 	 
	 	 	Name:  	Joshua Livingston 	 
	 	 	Title:  	Assistant Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	TD BANK, N.A., as a Lender

 	 
	 	By:  	/s/ Marla Willner
 	 
	 	 	Name:  	Marla Willner 	 
	 	 	Title:  	Senior Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	PNC BANK, NATIONAL ASSOCIATION, as a Lender

 	 
	 	By:  	/s/ Robert Martin
 	 
	 	 	Name:  	Robert Martin 	 
	 	 	Title:  	Senior Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE HUNTINGTON NATIONAL BANK, as a Lender

 	 
	 	By:  	/s/ Kristy Ahee
 	 
	 	 	Name:  	Kristy Ahee 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	PEOPLE’S UNITED BANK, as a Lender

 	 
	 	By:  	/s/ Robert Hazard
 	 
	 	 	Name:  	Robert Hazard 	 
	 	 	Title:  	Senior Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE NORTHERN TRUST COMPANY, as a Lender

 	 
	 	By:  	/s/ Clifford Hoppe
 	 
	 	 	Name:  	Clifford Hoppe 	 
	 	 	Title:  	2nd Vice President