Exhibit 4.2






Exhibit 4.2




FIRST AMENDMENT AND WAIVER




THIS FIRST AMENDMENT AND WAIVER (this “Amendment”) dated as of June 30, 2011 is
entered into among REGAL-BELOIT CORPORATION (the “Company”), various financial institutions
and BANK OF AMERICA, N.A., as Administrative Agent.



W I T N E S S E T H:




WHEREAS, the Company, various financial institutions (the “Banks”) and the
Administrative Agent are parties to a Term Loan Agreement dated as of June 16, 2008 (the “Loan
Agreement”; capitalized terms used but not defined herein have the respective meanings given to
them in the Loan Agreement); and



WHEREAS, the parties hereto desire to (a) amend the Loan Agreement to conform certain
provisions thereof to the provisions of a revolving credit facility that the Company is entering
into concurrently with this Amendment and (b) waive certain defaults under the Loan Agreement, as
more fully set forth herein;



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



SECTION 1. AMENDMENTS TO LOAN AGREEMENT. Effective on the Amendment Effective Date
(as defined below), the Loan Agreement is amended in its entirety to read as set forth on the
attached Exhibit A.



SECTION 2. WAIVER. Subject to the conditions precedent set forth in Section
4, the Required Banks waive any Event of Default resulting from the Company’s failure to comply
with Section 10.17 of the Loan Agreement, as in effect prior to the effectiveness of this
Amendment.



SECTION 3. REPRESENTATIONS AND WARRANTIES. The Company represents and warrants to the
Banks and the Administrative Agent on the date hereof that:



3.1 Authorization; No Conflict. The execution and delivery by the Company of this
Amendment and the performance by the Company of its obligations under the Loan Agreement as amended
hereby (as so amended, the “Amended Loan Agreement”) are within the corporate powers of the
Company, have been duly authorized by all necessary corporate action on the part of the Company
(including any necessary shareholder action), have received all necessary governmental and other
third-party approvals (if any shall be required), and do not and will not (a) violate any provision
of law or any order, decree or judgment of any court or other government agency that is binding on
the Company or any other Loan Party, (b) contravene or conflict with, or result in a breach of, any
provision of the certificate of incorporation, partnership agreement, by-laws or other
organizational documents of the Company or any other
Loan Party or (c) contravene or conflict with, or result in a Lien under, any material agreement,
indenture, instrument or other document that is binding on the Company or any other Loan Party.


 


 









 





3.2 Validity and Binding Nature. This Amendment has been duly executed and delivered
by the Company, and this Amendment and the Amended Loan Agreement are legal, valid and binding
obligations of the Company, enforceable against the Company in accordance with their respective
terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of
creditors’ rights generally and to general principles of equity.



3.3 Reaffirmation of Representations and Warranties. After giving effect to this
Amendment, the representations and warranties contained in Section 9 of the Amended Loan Agreement
are true and correct in all material respects on the date of this Amendment (except to the extent
stated to relate to an earlier date, in which case such representations and warranties are true and
correct in all material respects as of such earlier date).



SECTION 4. CONDITIONS PRECEDENT. This Amendment shall become effective on the date
(the “Amendment Effective Date”) on which the Administrative Agent has received the
following:



4.1 Counterparts. Executed counterparts of this Amendment from the Company and the
Banks.



4.2 Confirmation. A confirmation, substantially in the form of Exhibit B
hereto, executed by each Loan Party.



4.3 Fees and Expenses. Evidence that the Company has paid all accrued and invoiced
fees and expenses of the Administrative Agent (including reasonable attorneys’ fees and charges),
to the extent previously billed.



4.4 Resolutions. Certified copies of resolutions of the Board of Directors of the
Company authorizing or ratifying the execution, delivery and performance of this Amendment and the
Amended Loan Agreement;



4.5 Joinder. Evidence that each of Unico, Inc., Jakel Motors Incorporated, Morrill
Electric Inc., Regal Beloit Logistics, LLC, RBC Power Electronics, Inc., RBC Holding LLC and Ramu
Inc. has executed and delivered all documents necessary to become Subsidiary Guarantors.



4.6 Opinion. An opinion of legal counsel to the Company, in form and substance
reasonably acceptable to the Administrative Agent.



4.7 Miscellaneous. Such other documents as the Administrative Agent may reasonably
request.


 


 









 





SECTION 5. Miscellaneous.



5.1 Expenses. The Company agrees to pay on demand all reasonable out-of-pocket costs and
expenses of the Administrative Agent (including reasonable and documented fees, charges and
expenses of counsel for the Administrative Agent) in connection with the preparation, negotiation,
execution and delivery of this Amendment and all other instruments or documents provided for herein
or delivered or to be delivered hereunder or in connection herewith. All obligations provided in
this Section 4.1 shall survive any termination of this Amendment and the Amended Loan
Agreement.




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



5.3 Governing Law. THIS AMENDMENT SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE
LAWS OF THE STATE OF ILLINOIS APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH
STATE. Wherever possible each provision of this Amendment shall be interpreted in such manner as
to be effective and valid under applicable laws, but if any provision of this Amendment shall be
prohibited by or invalid under such laws, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision or the remaining
provisions of this Amendment.



5.4 Counterparts. This Amendment may be executed in any number of counterparts, and
by the parties hereto on the same or separate counterparts, and each such counterpart, when
executed and delivered, shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same Amendment. A counterpart hereof (or a signature page hereto)
delivered by facsimile or in .pdf or similar electronic format shall be effective as an original.



5.5 References to Loan Agreement. Except as herein amended, the Loan Agreement shall
remain in full force and effect and is hereby ratified in all respects. After the effectiveness of
this Amendment, each reference in the Amended Loan Agreement to “this Agreement,” “hereunder,”
“hereof,” “herein” or words of like import, and each reference to the Loan Agreement in any Loan
Document and in any other agreement, document or other instrument executed and delivered pursuant
to the Loan Agreement, shall mean and be a reference to the Amended Loan Agreement.



5.6 Successors and Assigns. This Amendment shall be binding upon the parties hereto
and their respective successors and assigns, and shall inure to the sole benefit of the parties
hereto and the successors and assigns of the Administrative Agent and the Banks.


 


 









 





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



	 	 	 	 	 
	 	REGAL-BELOIT CORPORATION

 	 
	 	By:  	/s/ Chuck A. Hinrichs
 	 
	 	 	Name:  	Chuck A. Hinrichs 	 
	 	 	Title:  	Vice President and Chief Financial Officer 	 


 


 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A.,

as Administrative Agent

 	 
	 	By:  	/s/ Linda Lov
 	 
	 	 	Name:  	Linda Lov 	 
	 	 	Title:  	AVP 	 
	 
	 	BANK OF AMERICA, N.A.,

as a Bank

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


 


 









 






	 	 	 	 	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., as Syndication 

Agent and a Bank

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


 


 









 






	 	 	 	 	 



	 	 	 	 	 
	 	U.S. BANK, NATIONAL ASSOCIATION, as 

Documentation Agent and a Bank

 	 
	 	By:  	/s/ Caroline V. Krider
 	 
	 	 	Name:  	Caroline V. Krider 	 
	 	 	Title:  	Senior Vice President and Lender 	 


 


 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WELLS FARGO BANK, N.A., as Documentation 

Agent and a Bank

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


 


 









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

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


 


 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SUMITOMO MITSUI BANKING CORPORATION, NEW YORK

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


 


 









 






	 	 	 	 	 



	 	 	 	 	 
	 	M&I MARSHALL & ILSLEY BANK

 	 
	 	By:  	/s/ James R. Miller
 	 
	 	 	Name:  	James R. Miller 	 
	 	 	Title:  	SVP 	 
	 	 	 
	 	By:  	                                              /s/ Kathleen T. Coleman
 	 
	 	 	Name:  	Kathleen T. Coleman 	 
	 	 	Title:  	VP 	 


 


 









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE NORTHERN TRUST COMPANY

 	 
	 	By:  	/s/ Roger McDougal
 	 
	 	 	Name:  	Roger McDougal 	 
	 	 	Title:  	Senior Vice President 	 


 


 









 






	 	 	 	 	 



	 	 	 	 	 
	 	HSBC BANK USA, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Lewis Fisher
 	 
	 	 	Name:  	Lewis Fisher 	 
	 	 	Title:  	Senior Vice President 	 
	 


 


 









 








EXHIBIT A




[See Attached]


 


 









 





Unpublished CUSIP Number: [_________]




TERM LOAN AGREEMENT




dated as of June 16, 2008



among



REGAL-BELOIT CORPORATION,



VARIOUS FINANCIAL INSTITUTIONS,




U.S. BANK, NATIONAL ASSOCIATION

and

WELLS FARGO BANK, N.A.,

as Co-Documentation Agents,




JPMORGAN CHASE BANK, N.A.

as Syndication Agent



and



BANK OF AMERICA, N.A.,

as Administrative Agent,



J.P. MORGAN SECURITIES LLC

and

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,




Co-Lead Arrangers and Joint Book Managers





 


 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 	 	 	 
	SECTION 1. DEFINITIONS
	 	 	 	 
	 
	 	 	 	 
	1.1 Definitions
	 	 	1	 
	1.2 Other Interpretive Provisions
	 	 	13	 
	 
	 	 	 	 
	SECTION 2. COMMITMENTS OF THE BANKS; BORROWING AND CONVERSION PROCEDURES;
	 	 	 	 
	 
	 	 	 	 
	2.1 Amount and Terms of Commitments
	 	 	14	 
	2.2 Tranches and Groups of Loans
	 	 	14	 
	2.3 Borrowing Procedure
	 	 	15	 
	2.4 Conversion/Continuation Procedures
	 	 	15	 
	2.5 Commitments Several
	 	 	15	 
	2.6 Additional Loans
	 	 	15	 
	 
	 	 	 	 
	SECTION 3. REPAYMENT; EVIDENCE OF DEBT
	 	 	 	 
	 
	 	 	 	 
	3.1 Repayment
	 	 	16	 
	3.2 Bank Records
	 	 	16	 
	 
	 	 	 	 
	SECTION 4. INTEREST
	 	 	 	 
	 
	 	 	 	 
	4.1 Interest on Loans
	 	 	16	 
	4.2 Interest Payment Dates
	 	 	17	 
	4.3 Setting and Notice of Eurodollar Rates
	 	 	17	 
	4.4 Computation of Interest
	 	 	17	 
	 
	 	 	 	 
	SECTION 5. FEES
	 	 	 	 
	 
	 	 	 	 
	5.1 Up-Front Fees
	 	 	17	 
	5.2 Administrative Agent’s and Lead Arranger’s Fees
	 	 	17	 
	 
	 	 	 	 
	SECTION 6. REDUCTIONS IN COMMITMENT AMOUNT; PREPAYMENTS
	 	 	 	 
	 
	 	 	 	 
	6.1 Voluntary Reduction or Termination of the Commitments
	 	 	17	 
	6.2 Mandatory Termination of the Commitments
	 	 	18	 
	6.3 Prepayments
	 	 	18	 
	 
	 	 	 	 
	SECTION 7. MAKING AND PRORATION OF PAYMENTS; SETOFF; TAXES
	 	 	 	 
	 
	 	 	 	 
	7.1 Making of Payments
	 	 	18	 
	7.2 Application of Certain Payments
	 	 	18	 
	7.3 Due Date Extension or Reduction
	 	 	18	 
	7.4 Failure to Make Payments
	 	 	19	 
	7.5 Setoff
	 	 	19	 
	7.6 Proration of Payments
	 	 	19	 
	7.7 Taxes
	 	 	19	 
	 
	 	 	 	 




 


 









 




TABLE OF CONTENTS





	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 	 	 	 
	SECTION 8. INCREASED COSTS; SPECIAL PROVISIONS FOR EURODOLLAR TRANCHES
	 	 	 	 
	 
	 	 	 	 
	8.1 Increased Costs
	 	 	21	 
	8.2 Inability to Determine Rates, etc
	 	 	22	 
	8.3 Changes in Law Rendering Eurodollar Lending Unlawful
	 	 	23	 
	8.4 Funding Losses
	 	 	23	 
	8.5 Right of Banks to Fund through Other Offices
	 	 	23	 
	8.6 Discretion of Banks as to Manner of Funding
	 	 	23	 
	8.7 Mitigation of Circumstances; Replacement of Affected Bank
	 	 	24	 
	8.8 Conclusiveness of Statements; Survival of Provisions
	 	 	25	 
	 
	 	 	 	 
	SECTION 9. REPRESENTATIONS AND WARRANTIES
	 	 	 	 
	 
	 	 	 	 
	9.1 Organization, etc
	 	 	25	 
	9.2 Authorization; No Conflict
	 	 	25	 
	9.3 Validity and Binding Nature
	 	 	25	 
	9.4 Financial Condition
	 	 	25	 
	9.5 No Material Adverse Change
	 	 	26	 
	9.6 Litigation
	 	 	26	 
	9.7 Ownership of Properties
	 	 	26	 
	9.8 Subsidiaries
	 	 	26	 
	9.9 Pension Plans and Plan Assets
	 	 	26	 
	9.10 Investment Company Act
	 	 	27	 
	9.11 Regulation U
	 	 	27	 
	9.12 Taxes
	 	 	27	 
	9.13 Environmental Matters
	 	 	27	 
	9.14 Information
	 	 	27	 
	9.15 No Default
	 	 	28	 
	 
	 	 	 	 
	SECTION 10. COVENANTS
	 	 	 	 
	 
	 	 	 	 
	10.1 Reports, Certificates and Other Information
	 	 	28	 
	10.2 Books, Records and Inspections
	 	 	31	 
	10.3 Insurance
	 	 	31	 
	10.4 Compliance with Laws; Payment of Taxes
	 	 	31	 
	 
	 	 	 	 




 


 









 




TABLE OF CONTENTS





	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 	 	 	 
	10.5 Maintenance of Existence, etc
	 	 	32	 
	10.6 Financial Covenants
	 	 	32	 
	10.7 Limitations on Debt
	 	 	32	 
	10.8 Liens
	 	 	33	 
	10.9 Mergers, Consolidations, Sales
	 	 	35	 
	10.10 Use of Proceeds
	 	 	36	 
	10.11 Further Assurances
	 	 	36	 
	10.12 Transactions with Affiliates
	 	 	36	 
	10.13 Employee Benefit Plans
	 	 	37	 
	10.14 Environmental Laws
	 	 	37	 
	10.15 Business Activities
	 	 	37	 
	10.16 Non-Guarantor Domestic Subsidiaries
	 	 	37	 
	10.17 Intercreditor Agreement
	 	 	38	 
	 
	 	 	 	 
	SECTION 11. CONDITIONS PRECEDENT TO LOANS
	 	 	 	 
	 
	 	 	 	 
	11.1 Documents
	 	 	39	 
	11.2 Fees, etc
	 	 	39	 
	11.3 Accuracy of Representations and Warranties
	 	 	39	 
	11.4 No Default
	 	 	40	 
	 
	 	 	 	 
	SECTION 12. EVENTS OF DEFAULT AND THEIR EFFECT
	 	 	 	 
	 
	 	 	 	 
	12.1 Events of Default
	 	 	40	 
	12.2 Effect of Event of Default
	 	 	42	 
	 
	 	 	 	 
	SECTION 13. THE ADMINISTRATIVE AGENT
	 	 	 	 
	 
	 	 	 	 
	13.1 Appointment and Authority
	 	 	42	 
	13.2 Delegation of Duties
	 	 	42	 
	13.3 Liability of Administrative Agent
	 	 	42	 
	13.4 Reliance by Administrative Agent
	 	 	43	 
	13.5 Credit Decision
	 	 	44	 
	13.6 Indemnification
	 	 	44	 
	13.7 Administrative Agent in Individual Capacity
	 	 	45	 
	13.8 Resignation of Administrative Agent
	 	 	45	 
	13.9 Withholding Tax
	 	 	46	 
	13.10 Guaranty Matters
	 	 	47	 
	13.11 Administrative Agent May File Proofs of Claim
	 	 	47	 
	13.12 Other Agents
	 	 	48	 
	 
	 	 	 	 




 


 









 




TABLE OF CONTENTS





	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 	 	 	 
	SECTION 14. GENERAL
	 	 	 	 
	 
	 	 	 	 
	14.1 Waiver; Amendments
	 	 	48	 
	14.2 Counterparts
	 	 	49	 
	14.3 Notices
	 	 	49	 
	14.4 Regulation U
	 	 	50	 
	14.5 Costs, Expenses and Taxes
	 	 	50	 
	14.6 Captions
	 	 	50	 
	14.7 Successors and Assigns
	 	 	50	 
	14.8 Assignments; Participations
	 	 	50	 
	14.9 Payments Set Aside
	 	 	52	 
	14.10 Governing Law
	 	 	52	 
	14.11 Indemnification by the Company
	 	 	53	 
	14.12 Forum Selection and Consent to Jurisdiction
	 	 	54	 
	14.13 Waiver of Jury Trial
	 	 	54	 
	14.14 Confidentiality
	 	 	54	 
	14.15 USA PATRIOT Act Notice
	 	 	55	 
	14.16 No Fiduciary or Implied Duties
	 	 	55	 
	14.17 Intercreditor Agreement
	 	 	55	 
	14.18 Most Favored Lender
	 	 	55	 






 


 











 








SCHEDULES




	 	 	 

	SCHEDULE 1.1
	 	Pricing Schedule
	SCHEDULE 2.1
	 	Commitments and Percentages
	SCHEDULE 9.6
	 	Litigation and Contingent Liabilities
	SCHEDULE 9.8
	 	Significant Subsidiaries
	SCHEDULE 9.13
	 	Environmental Matters
	SCHEDULE 10.7
	 	Existing Debt
	SCHEDULE 10.8
	 	Existing Liens
	SCHEDULE 10.9
	 	Existing Partnership and Joint Venture Investments
	SCHEDULE 14.3
	 	Addresses for Notices






EXHIBITS




	 	 	 

	EXHIBIT A
	 	Form of Note (Section 3.1)
	EXHIBIT B
	 	Form of Compliance Certificate (Section 10.1.3)
	EXHIBIT C
	 	Form of Subsidiary Guaranty (Section 1)
	EXHIBIT D
	 	Form of Assignment Agreement (Section 14.8)
	EXHIBIT E
	 	Form of Increase Request (Section 6.1.2)







 


 









 








TERM LOAN AGREEMENT




This TERM LOAN AGREEMENT dated as of June 16, 2008 (this “Agreement”) is among
REGAL-BELOIT CORPORATION, a Wisconsin corporation (the “Company”), various financial
institutions (together with their respective successors and assigns, the “Banks”), BANK OF
AMERICA, N.A. (in its individual capacity, “Bank of America”), as administrative agent, and
JPMORGAN CHASE BANK, N.A., as syndication agent.



WHEREAS, subject to the terms and conditions set forth herein, the Banks have agreed to make
term loans to the Company in an aggregate principal amount up to $165,000,000.



NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:



NOW, THEREFORE, the parties hereto agree as follows:



SECTION 1. DEFINITIONS.





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





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



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



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



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



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



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


 


1









 





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



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



Agreement — see the Preamble.



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



Assignee — see Section 14.8.1.



Assignment Agreement — see Section 14.8.1.



Bank — see the Preamble.



Bank of America — see the Preamble.



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



Base Rate Tranche  — see Section 2.2.



Borrower Materials — see Section 10.1.



Business Day means any day other than a Saturday, Sunday or other day on which
commercial banks are authorized or required to be closed in Chicago, Illinois or Charlotte, North
Carolina and, if such day relates to a Eurodollar Tranche, means any such day on which dealings in
Dollar deposits are carried on in the applicable interbank eurodollar market.



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



Change in Law means the occurrence, after the date of this Agreement, of any of the
following: (a) the adoption or phase-in of any applicable law, rule or regulation regarding
capital adequacy, or (b) any change therein, or any change in the interpretation or administration
thereof by any governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or (c) compliance by any Bank (or any Eurodollar Office
of such Bank) or any Person controlling such Bank with any request or directive regarding capital
adequacy (whether or not having the force of law) of any such authority, central bank or


 


2









 







comparable
agency made or issued after the date of this Agreement; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and
Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in
connection therewith by any Governmental Authority and (ii) all requests, rules, guidelines or
directives promulgated by the Bank for International Settlements, the Basel Committee on Banking
Supervision (or any successor or similar authority) or the United States regulatory authorities, in
each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless
of the date enacted, adopted or issued.



Closing Date — see Section 11.1



Code means the Internal Revenue Code of 1986.



Commitment means, as to any Bank, such Bank’s commitment to make a Loan hereunder.
The amount of the Commitment of each Bank as in effect on the date of this Agreement is set forth
opposite such Bank’s name on Schedule 2.1.



Commitment Amount means $165,000,000, as such amount may be reduced from time to time
pursuant to Section 6 or 12.



Company — see the Preamble.



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



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



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


 


3 









 





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



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



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



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



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


 


4 









 





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



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



ERISA means the Employee Retirement Income Security Act of 1974.



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



Eurodollar Margin — see Schedule 1.1.



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



Eurodollar Rate means, (a) for any Interest Period with respect to a Eurodollar
Tranche, the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA
LIBOR”), as published by Reuters (or other commercially available source providing quotations
of BBA LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00
a.m. (London time) two Business Days prior to the commencement of such Interest Period, for
deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent
to such Interest Period. If such rate is not available at such time for any reason, then the
“Eurodollar Rate” for such Interest Period shall be the rate per annum determined by the
Administrative Agent to be the rate at which deposits in Dollars (for delivery on the first day of
such Interest Period) in immediately available funds in the approximate amount of the Eurodollar
Tranche 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 to major banks in the London
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


 


5 









 





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



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



	 	 	 	 	 	 	 	 

	 

	 	     Eurodollar Rate (Reserve Adjusted)
	 	=
	 	Eurodollar Rate 

 1- Eurocurrency Reserve Percentage







Eurodollar Tranche — see Section 2.2.



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



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



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



Exemption Representation — see Section 7.7.



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



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.



First Amendment Effective Date means June 30, 2011.



Fiscal Quarter means a fiscal quarter of a Fiscal Year.


 


6 









 





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



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



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



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



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



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



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



Group — see Section 2.2.



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


 


7 









 





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



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



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



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



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



Interest Period means, for any Eurodollar Group, the period commencing on the Closing
Date (if applicable), or on the date that such Group is continued as, or converted into, a
Eurodollar Tranche and ending on the date one, two, three or six months thereafter (or such other
period as the Company may request and all Banks may agree) as selected by the Company pursuant to
Section 2.3 or 2.4; provided that:



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



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



(iii) the Company may not select any Interest Period that would extend beyond the scheduled
Maturity Date.



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



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



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


 


8 









 





Loan — see Section 2.1.



Loan Document means this Agreement, the Notes and the Subsidiary Guaranty.



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



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



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



Maturity Date means the earlier to occur of (a) June 16, 2013 and (b) such other date
on which the obligations of the Company hereunder become due and payable accordance with
Section 12.01.



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



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



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


 


9 









 





Non-Consenting Bank — see Section 14.1.



Note — see Section 3.1.



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



Participant — see Section 14.8.2.



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



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



Percentage means, as to any Bank, the percentage that (a) the Commitment of such Bank
(or, after termination of the Commitments, the principal amount of such Bank’s Loan) is of (b) the
aggregate amount of the Commitments (or after termination of the Commitments, the aggregate
principal amount of all Loans. The Percentage of each Bank as in effect on the date of this
Agreement is set forth opposite such Bank’s name on Schedule 2.1.



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



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


 


10 









 





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



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



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



Prime Rate means, for any day, the rate of interest in effect for such day as publicly
announced from time to time by Bank of America as its “prime rate”. (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 the “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.



Public Bank — see Section 10.1.



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



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



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



SEC means the Securities and Exchange Commission.



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



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



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



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


 


11 









 





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



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



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



Subsidiary Guaranty means, collectively, the guaranty substantially in the form of
Exhibit C issued by the Subsidiary Guarantors.



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



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


 


12 









 





Syndication Agent means JPMorgan Chase Bank, N.A. in its capacity as the sole and
exclusive syndication agent for the facility hereunder.



Taxes — see Section 7.7.



Tranche — see Section 2.2.



Type of Tranche means the characterization of a Tranche as a Base Rate Tranche or a
Eurodollar Tranche.



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



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



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



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




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



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



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



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


 


13 









 





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



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



SECTION 2. COMMITMENTS OF THE BANKS; BORROWING AND CONVERSION PROCEDURES;.



2.1 Amount and Terms of Commitments. On and subject to the terms and conditions of
this Agreement, each Bank, severally and for itself alone, agrees to make a loan to the Company
(each such loan, a “Loan”) on the Closing Date in the amount of such Bank’s Percentage of
the aggregate amount of all Loans requested by the Company. Amounts borrowed under this
Section 2.1 that are repaid or prepaid by the Company may not be reborrowed.



2.2 Tranches and Groups of Loans. Each Bank’s Loan may be divided into tranches (each
a “Tranche”) that bear interest based upon the Base Rate (a “Base Rate Tranche”) or
the Eurodollar Rate for a particular Interest Period (a “Eurodollar Tranche”). Tranches of
the same Type and, in the case of Eurodollar Tranches, having the same Interest Period are
sometimes called “Groups”. Multiple Groups may be outstanding at the same time;
provided that (a) not more than three Eurodollar Groups shall be in effect at any time; (b)
the aggregate principal amount of each Group shall be at least $5,000,000 or a higher integral
multiple of $1,000,000; and (c) each Bank shall have a pro rata share (according to its Percentage)
of each Group.



 


14 









 





2.3 Borrowing Procedure. The Company shall give written notice or telephonic notice
(followed promptly by written confirmation thereof) to the Administrative Agent of the proposed
Closing Date not later than (a) if any portion of the Loans initially is to be a Eurodollar Group,
10:00 a.m. at least two Business Days prior to the Closing Date, and (b) otherwise, 12:00



(noon) on the Closing Date. Such notice shall be effective upon receipt by the Administrative
Agent, shall be irrevocable and shall specify (i) the proposed Closing Date (which shall be a
Business Day), (ii) the aggregate amount of Loans requested, (iii) the type of Groups and, if more
than one Group is requested, the principal amount of each Group and (iv) in the case of a
Eurodollar Group, the initial Interest Period therefor. Promptly upon receipt of such notice, the
Administrative Agent shall advise each Bank thereof. Not later than 2:00 p.m. on the Closing Date,
each Bank shall provide the Administrative Agent at the office specified by the Administrative
Agent with immediately available funds in the amount of such Bank’s Loan and, so long as the
Administrative Agent has not received written notice that the conditions precedent set forth in
Section 11 have not been satisfied, the Administrative Agent shall promptly pay over the
requested amount to the Company.




2.4 Conversion/Continuation Procedures. (2) The Company shall give written or
telephonic (followed promptly by written confirmation thereof) notice to the Administrative Agent
of each proposed conversion or continuation not later than (i) in the case of conversion into a
Base Rate Group, 1:30 p.m. on the proposed date of such conversion; and (ii) in the case of a
conversion into or continuation of a Eurodollar Group, 10:00 a.m. at least two Business Days prior
to the proposed date of such conversion or continuation. Each such notice shall specify (A) the
proposed date of conversion or continuation; (B) the Group (or, subject to subsection
2.2(b), the relevant portion thereof) to be converted or continued; (C) the Type of Group
resulting from the proposed conversion or continuation; and (D) in the case of conversion into, or
continuation of, a Eurodollar Group, the duration of the requested Interest Period therefor.



(b) If the Company fails to give timely notice of the continuation of a Eurodollar Group, then
the Company shall be deemed to have elected to continue such Eurodollar Loan with a one-month
Interest Period effective on the last day of the applicable Interest Period therefor.



(c) The Administrative Agent will promptly notify each Bank of its receipt of a notice of
conversion or continuation pursuant to this Section 2.4 or, if no timely notice is provided
by the Company, of the details of any automatic continuation.



(d) Unless the Required Banks otherwise consent, during the existence of an Event of Default
or an Unmatured Event of Default, the Company may not elect to convert any Base Rate Group into a
Eurodollar Group or to continue any Eurodollar Group for a new Interest Period.



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



2.6 Additional Loans. So long as no Event of Default or Unmatured Event of Default
exists or would result therefrom, any Bank may increase the amount of its Loan by making an
additional advance to the Company (it being understood that no Bank shall have any obligation to
make any such additional advance) or any other Person may make a loan to the Company hereunder (any
such additional advance by an existing Bank or loan by a Person that is not a Bank, an
“Additional Loan”); provided that (a) no Person


 


15 









 





shall be added as a party hereto without the written consent of the Administrative Agent and the Lead Arrangers (which consents
shall not be unreasonably withheld); (b) in no event shall the aggregate amount of all Additional
Loans pursuant to this Section 2.6 exceed $75,000,000; and (c) the aggregate amount of all
Additional Loans made on any date shall not be less that $15,000,000. Any Additional Loan shall be
made three Business Days (or such other period of time as may be agreed upon by the Company, the
Administrative Agent and the Bank or other Persons making such Additional Loan) after the date on
which the Administrative Agent has (i) received evidence that the Board of Directors of the Company
has authorized the borrowing of such Additional Loan and (ii) received and accepted a letter in the
form of Annex I to Exhibit E (in the case of an Additional Loan to be made by a
Bank) or Annex II to Exhibit E-2 (in the case of an Additional Loan to be made by a
Person that will become a Bank upon the making of such Loan). Any Additional Loan shall be pari
passu in all respects with the original Loans made hereunder. The Administrative Agent shall
promptly notify the Banks of the making of any Additional Loan pursuant to this Section 2.6
and of the Percentage of each Bank after giving effect thereto. The Company acknowledges that, in
order to maintain Groups in accordance with each Bank’s Percentage, the making of Additional Loans
may require conversion of portions of one or more Groups of Eurodollar Tranches on the date of the
making of such Additional Loans (and any such conversion shall be subject to the provisions of
Section 8.4).




SECTION 3. REPAYMENT; EVIDENCE OF DEBT.



3.1  Repayment. Each Loan shall be paid in full on or before the Maturity Date.



3.2 Bank Records. The Loan made by each Bank shall be evidenced by one or more
accounts or records maintained by such Bank and by the Administrative Agent in the ordinary course
of business. The accounts or records maintained by the Administrative Agent and each Bank shall be
conclusive absent manifest error of the amount of the Loans made by the Banks to the Company 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 Company hereunder to pay any amount owing
hereunder or under any other Loan Document. In the event of any conflict between the accounts and
records maintained by any Bank and the accounts and records of the Administrative Agent in respect
of such matters, the accounts and records of the Administrative Agent shall control in the absence
of manifest error. Upon the request of any Bank made through the Administrative Agent, the Company
shall execute and deliver to such Bank (through the Administrative Agent) a promissory note
substantially in the form of Exhibit A (“Note”), which shall evidence such Bank’s
Loan in addition to such accounts or records. Each Bank may attach schedules to its Note and
endorse thereon the date and amount of its Loan and payments with respect thereto.



SECTION 4. INTEREST.



4.1 Interest on Loans. The Company promises to pay interest on the unpaid principal
amount of each Loan made to it for the period commencing on the date such Loan is made until such
Loan is paid in full as follows:



(a) with respect to any portion of such Loan that is part of a Base Rate Tranche, at a rate
per annum equal to the Base Rate from time to time in effect; and


 


16 









 





(b) with respect to any portion of such Loan that is part of a Eurodollar Tranche, at a rate per
annum equal to the sum of the Eurodollar Rate (Reserve Adjusted) applicable to each Interest Period
for such Loan plus the Eurodollar Margin from time to time in effect;




provided that, upon the written request of the Required Banks during the existence of an
Event of Default, the interest rate applicable to all Loans shall be increased by 2% per annum.




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



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



4.4 Computation of Interest. All determinations of interest for Base Rate Tranches
when the Base Rate is determined by the Prime Rate shall be made for the actual number of days
elapsed on the basis of a year of 365 or 366 days, as the case may be. All other determinations of
interest shall be made for the actual number of days elapsed on the basis of a year of 360 days.
The applicable interest rate for each Base Rate Tranche shall change simultaneously with each
change in the Base Rate.



SECTION 5. FEES.



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



5.2 Administrative Agent’s and Lead Arranger’s Fees. The Company agrees to pay to (a)
the Administrative Agent such fees as are mutually agreed to from time to time by the Company and
the Administrative Agent and (b) the Lead Arrangers such fees as are mutually agreed to from time
to time by the Company and the Lead Arrangers.



SECTION 6. REDUCTIONS IN COMMITMENT AMOUNT; PREPAYMENTS.



6.1 Voluntary Reduction or Termination of the Commitments. The Company may at any
time prior to the making of the Loans, on at least two Business Days’ prior written notice received
by the Administrative Agent (which shall promptly advise each Bank thereof), permanently reduce the
Commitment Amount by an amount not less than $10,000,000 or a higher integral multiple of
$1,000,000. Once reduced pursuant to this Section, no Commitment
may be increased. All reductions of the Commitment Amount shall reduce the Commitments pro rata
among the Banks according to their respective Percentages.


 


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6.2 Mandatory Termination of the Commitments. The Commitments will automatically
reduce to zero after the making of the Loans on the Closing Date.



6.3 Prepayments. The Company may from time to time prepay Loans in whole or in part,
without premium or penalty, provided that the Company shall give the Administrative Agent
(which shall promptly advise each Bank) notice thereof not later than (a) 2:30 p.m. on the date of
such prepayment (which shall be a Business Day), in the case of Base Rate Tranches, and (b) two
Business Days prior to the date of such prepayment, in the case of Eurodollar Tranches, in each
case specifying the Tranches to be prepaid and the date and amount of prepayment. Subject to
Section 2.2, each partial prepayment of a Loan shall be in an integral multiple of
$1,000,000. Prepayments of Loans shall be applied pro rata to the Loans of all Banks in accordance
with their Percentages. Any prepayment of a Eurodollar Tranche on a day other than the last day of
an Interest Period therefor shall include interest on the principal amount being repaid and shall
be subject to Section 8.4. Each notice of prepayment under this Section 3 shall be
irrevocable; provided that a notice delivered by the Company of the prepayment of Loans in
full may state that such notice is conditioned upon the effectiveness of other credit facilities,
in which case such notice may be revoked by the Company (by notice to the Administrative Agent on
or prior to the specified effective date) if such condition is not satisfied.



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



7.1 Making of Payments. All payments of principal of or interest on the Loans shall
be made by the Company to the Administrative Agent at its principal office in Chicago in
immediately available funds, in Dollars and without set-off, counterclaim or deduction of any kind,
not later than noon on the date due, and funds received after that hour shall be deemed to have
been received by the Administrative Agent on the next following Business Day. The Administrative
Agent shall promptly remit to each Bank its share (if any) of all such payments received in
collected funds by the Administrative Agent. All payments under Section 8.1 shall be made
by the Company directly to the Bank entitled thereto.



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



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


 


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7.4 Failure to Make Payments. Unless the Company has notified the Administrative Agent,
prior to the date any payment to be made by it is due, that it does not intend to remit such
payment, the Administrative Agent may, in its sole and absolute discretion, assume that the Company
has timely remitted such payment and may, in its sole and absolute discretion and in reliance
thereon, make available such payment to the Person entitled thereto. If such payment was not in
fact remitted to the Administrative Agent in immediately available funds, then each Bank shall
forthwith on demand repay to the Administrative Agent the amount of such assumed payment made
available to such Bank, together with interest thereon in respect of each day from the date such
amount was made available by the Administrative Agent to such Bank to the date such amount is
repaid to the Administrative Agent at a rate per annum equal to (a) for the first three days after
demand, the Federal Funds Rate from time to time in effect and (b) thereafter, the Base Rate from
time to time in effect.




7.5 Setoff. The Company agrees that the Administrative Agent and each Bank have all
rights of set-off and bankers’ lien provided by applicable law, and in addition thereto, the
Company agrees that at any time any Event of Default exists, the Administrative Agent, each Bank
and, to the extent permitted by applicable law, any Affiliate thereof, may apply to the payment of
any obligations of the Company hereunder, whether or not then due, any and all balances, credits,
deposits, accounts or moneys of the Company then or thereafter with the Administrative Agent, such
Bank or such Affiliate. Each Bank agrees promptly to notify the Company and the Administrative
Agent after any such set-off and application made by such Bank or such Affiliate; provided
that the failure to give such notice shall not affect the validity of such set-off and application.



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



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



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





 


19 









 






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



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



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




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



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



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


 


20 










 





Code, as applicable), such Bank shall deliver to the Company and
the Administrative Agent, at the time or times prescribed by law and at such time or times reasonably requested by the
Comapny 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 such Person to comply
with its obligations under FATCA, to determine that such Bank has or has not complied with its
obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such
payment. Solely for purposes of this Section 7.7(d), “FATCA” shall include any amendments
made to FATCA after the First Amendment Effective Date, whether or not such amendments are included
in the definition set forth in Section 1. Each Bank agrees that if any form or
certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it
shall update such form or certification or promptly notify the Company and the Administrative Agent
in writing of its legal inability to do so.




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



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



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



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



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



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



(iii) shall impose on any Bank (or its Eurodollar Office) any other condition affecting its
Loan or its Note or its obligation to maintain Eurodollar Tranches;


 


21 









 





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




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



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



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



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



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



 


22 









 








8.3 Changes in Law Rendering Eurodollar Lending Unlawful. In the event that any
change after the date hereof in (including the adoption of any new) applicable laws or regulations,
or any change after the date hereof in the interpretation of applicable laws or regulations by any
governmental or other regulatory body charged with the administration thereof, should make it (or
in the good faith judgment of any Bank cause a substantial question as to whether it is) unlawful
for any Bank to make, maintain or fund any portion of its Loan based on the Eurodollar Rate, then
such Bank shall promptly notify each of the other parties hereto and, so long as such circumstances
shall continue, any portion of such Bank’s Loan that otherwise would be made or continued as, or
converted into, a Eurodollar Tranche (and, beginning on such date as may be required by the
relevant law, regulation or interpretation, each portion of such Bank’s Loan that is maintained as
a Eurodollar Tranche) shall bear interest as if it were a Base Rate Tranche.



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



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



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


 


23 









 





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




(b) At any time any Bank is an Affected Bank, the Company may replace such Affected Bank as a
party to this Agreement with one or more other bank(s) or financial institution(s) reasonably
satisfactory to the Administrative Agent (and upon notice from the Company such Affected Bank shall
assign pursuant to an Assignment Agreement, and without recourse or warranty, its Loan, its Note
and all of its other rights and obligations hereunder to such replacement bank(s) or other
financial institution(s) for a purchase price equal to the sum of the principal amount of the Loan
(or portion thereof) so assigned, all accrued and unpaid interest thereon, any amounts payable
under Section 8.4 as a result of such Bank receiving payment of any Eurodollar Tranche
prior to the end of an Interest Period therefor and all other obligations then owed to such
Affected Bank hereunder).



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




 


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



SECTION 9. REPRESENTATIONS AND WARRANTIES.



To induce the Administrative Agent and the Banks to enter into this Agreement and to induce
the Banks to make their Loans, the Company represents and warrants to the Administrative Agent and
the Banks that:



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



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



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



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


 


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



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



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



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



9.9 Pension Plans and Plan Assets. (5) During the twelve-consecutive-month period
prior to the date of the execution and delivery of this Agreement or the making of any Loan
hereunder, (i) no steps have been taken to terminate any Pension Plan other than a “standard
termination” in accordance with Section 4041(b) of ERISA and (ii) no contribution failure has
occurred with respect to any Pension Plan sufficient to give rise to a lien securing a material
amount under Section 303(k) of ERISA. No condition exists or event or transaction has occurred
with respect to any Pension Plan which could reasonably be expected to have a Material Adverse
Effect.



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


 


26 









 





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



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



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



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



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



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


 


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




SECTION 10. COVENANTS.



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



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



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



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


 


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




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



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



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



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



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


 


29 









 





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




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



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



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




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



 


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



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



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


 


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




10.6 Financial Covenants.



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



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



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



(a) Debt arising under the Loan Documents;



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



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



(d) Debt (or any undrawn commitment therefor) existing on the First Amendment Effective Date
and listed in Schedule 10.71;



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



(f) Subordinated Debt;





 




	 	 	 
	1	 	Please provide updated schedule.



 


32 









 










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




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



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



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



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



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



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



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



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



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



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


 


33 









 





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




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



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



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



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



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



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


 


34 









 





(i) Liens securing Securitization Obligations;



(j) Liens arising under any Loan Document; and



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



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




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



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



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



(c) Permitted Acquisitions;



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



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



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



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


 


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




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



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




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



10.11 Further Assurances. Take, execute and deliver, and cause each applicable
Subsidiary to take, execute and deliver, any and all such further acts and agreements as the
Administrative Agent or the Required Banks may reasonably request from time to time in order to
ensure that the obligations of the Company hereunder and under the other Loan Documents are
guaranteed by each Subsidiary (except to the extent that that the failure of any Subsidiary to so
guaranty the obligations of the Company would not result in a breach of Section 10.16); and
deliver, or cause the applicable Subsidiary Guarantor to deliver, to the Administrative Agent such
documents as the Administrative Agent (or the Required Banks acting through the Administrative
Agent) may reasonably request (including opinions of counsel) to confirm that (the Subsidiary
Guaranty is the legal, valid and binding obligation of each Subsidiary Guarantor.



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



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


 


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




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



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



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



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



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



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



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



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



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



10.16 Non-Guarantor Domestic Subsidiaries. Not later than (a) the date that is not
more than five Business Days after an Acquisition involving aggregate consideration in excess of
$150,000,000 (a “Major Acquisition”) and (b) the date that is 45 days after the end of each
Fiscal Quarter during which the Company (directly or indirectly) creates, an existing subsidiary
becomes, or the Company acquires (pursuant to a transaction (or series of related transactions)
that does not constitute a Major Acquisition), a Domestic Subsidiary, take all steps necessary to
ensure that Domestic Subsidiaries (other than Excluded Subsidiaries) that, together with the
Company, account for (i) not less than 85% of the total assets of the Company and its Subsidiaries
(other than Excluded Subsidiaries) as of the date of determination and (ii) not less than 85% of
the total revenues of the Company and its Subsidiaries (other than Excluded Subsidiaries) for the
12-month period ending on the last day of the calendar quarter ended immediately prior to the date
of determination (in each case excluding assets and revenues of any Subsidiary or business unit
that has been divested or liquidated on or prior to any date of determination and after giving
effect to the elimination of intercompany items) for which financial statements


 


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have been delivered
pursuant to Section 10.1.1 or 10.1.2, are parties to the Subsidiary Guaranty (the thresholds in the foregoing clauses (i) and (ii),
together, the “Minimum Guarantor Threshold”); provided that no default shall occur
under this Section 10.16 if, notwithstanding the Minimum Guarantor Threshold, all Domestic
Subsidiaries (other than Excluded Subsidiaries) as of such date of determination are parties to the
Subsidiary Guaranty. Without limiting the foregoing, the Company will cause any Subsidiary that
guarantees, or that is required by the terms of any Note Purchase Agreement or any Senior Note to
guarantee, Debt in respect of any Note Purchase Agreement and/or any Senior Note to be a party to
the Subsidiary Guaranty; provided that the provisions of this Section 10.16 shall
cease to be effective (and thereafter no Subsidiary shall be obligated to guarantee the Company’s
obligations hereunder) on the first date after the date hereof on which the Company achieves a
corporate or similar rating of BBB+ or better by S&P and Baa1 or better by Moody’s and has
confirmed the same in writing to the Administrative Agent so long as prior to or
concurrently with such release, the holders of the Senior Notes release such Subsidiaries as
guarantors under the applicable Note Purchase Agreements; provided that if the Company
shall subsequently have no corporate family rating or shall have corporate family ratings of (A)
BBB or lower from S&P or (B) Baa2 or lower from Moody’s, then, promptly (but no later than five
Business Days) after such corporate or similar rating is publicly released by such rating agencies,
or if the Company shall otherwise elect to do so, the Company shall (1) cause the obligations
hereunder to be guaranteed by Domestic Subsidiaries sufficient to satisfy the Minimum Guarantor
Threshold; provided that no default shall occur under this Section 10.16 if,
notwithstanding the Minimum Guarantor Threshold, all Domestic Subsidiaries (other than Excluded
Subsidiaries) guaranty the obligations and (2) provide to the Banks customary legal opinions in
connection therewith.




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


 


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SECTION 11. CONDITIONS PRECEDENT TO LOANS.



The obligation of the Banks to make the Loans is subject to satisfaction of the following
conditions precedent on or before June 30, 2008 (and the date on which such conditions precedent
are satisfied is called the “Closing Date”):



11.1 Documents. The Administrative Agent shall have received all of the following,
each duly executed and dated the Closing Date (or such earlier date as shall be satisfactory to the
Administrative Agent and the Syndication Agent), each in form and substance satisfactory to the
Administrative Agent and the Syndication Agent:



11.1.1 Agreement. Counterparts of this Agreement signed by all of the parties hereto.



11.1.2 Notes. The Notes.



11.1.3 Resolutions. Certified copies of resolutions of the Board of Directors of the
Company authorizing or ratifying the execution, delivery and performance by the Company of this
Agreement and the Notes; and certified copies of resolutions of the Board of Directors of each
Subsidiary Guarantor authorizing or ratifying the execution, delivery and performance by such Loan
Party of the Subsidiary Guaranty.



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



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



11.1.6 Subsidiary Guaranty. The Subsidiary Guaranty executed by each Subsidiary that
is to be a Subsidiary Guarantor as of the Closing Date.



11.1.7 Opinions of Counsel for the Loan Parties. The opinions of (a) Paul J. Jones,
inside counsel to the Loan Parties; and (b) Foley & Lardner LLP, special Illinois counsel to the
Loan Parties.



11.1.8 Closing Certificate. A certificate of a duly authorized representative of the
Company as to the matters set forth in Sections 11.3 and 11.4.



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



11.2 Fees, etc. The Administrative Agent shall have received (or received evidence
that the Company has paid) all amounts that are then due and payable pursuant to Section 5
and (to the extent billed) Section 14.5.



11.3 Accuracy of Representations and Warranties. The representations and warranties
of the Company set forth in this Agreement are true and correct in all material respects on and as
of the Closing Date.


 


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11.4 No Default. No Event of Default or Unmatured Event of Default exists or would result
from the making of the Loans.




SECTION 12. EVENTS OF DEFAULT AND THEIR EFFECT.



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



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



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



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



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


 


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



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



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



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



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


 


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




12.2 Effect of Event of Default. If any Event of Default described in Section
12.1.3 shall occur with respect to the Company, the Commitments (if they have not theretofore
terminated) shall immediately terminate and the Loans and all other obligations hereunder shall
become immediately due and payable, all without presentment, demand, protest or notice of any kind;
and, if any other Event of Default shall occur and be continuing, the Administrative Agent (upon
written request of the Required Banks) shall declare the Commitments (if they have not theretofore
terminated) to be terminated and/or declare all Loans and all other obligations hereunder to be due
and payable, whereupon the Commitments (if they have not theretofore terminated) shall immediately
terminate and/or all Loans and all other obligations hereunder shall become immediately due and
payable, all without presentment, demand, protest or notice of any kind. The Administrative Agent
shall promptly advise the Company in writing of any such declaration, but failure to do so shall
not impair the effect of such declaration. Notwithstanding the foregoing, the effect as an Event
of Default of any event described in Section 12.1.1 or Section 12.1.3 may be waived
by the written concurrence of all of the Banks, and the effect as an Event of Default of any other
event described in this Section 12 may be waived by the written concurrence of the Required
Banks.



SECTION 13. THE ADMINISTRATIVE AGENT.



13.1 Appointment and Authority. Each of the Banks 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 and the Banks, and neither the
Company nor any other Loan Party shall have rights as a third party beneficiary of any of such
provisions.



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



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



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


 


42 









 





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




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



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



The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire
into (i) any statement, warranty or representation made in or in connection with this Agreement or
any other Loan Document, (ii) the contents of any certificate, report or other document delivered
hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance
of any of the covenants, agreements or other terms or conditions set forth herein or therein or the
occurrence of any Event of Default or Unmatured Event of Default, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any
other agreement, instrument or document, or the creation, perfection or priority of any Lien
purported to be created by the Loan Documents, (v) the value or the sufficiency of any collateral
granted under the Loan Documents, or (vi) the satisfaction of any condition set forth in
Section 11 or elsewhere herein, other than to confirm receipt of items expressly required
to be delivered to the Administrative Agent.



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


 


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



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



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


 


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




13.8 Resignation of Administrative Agent. The Administrative Agent may at any time
give notice of its resignation to the Banks and the Company. Upon receipt of any such notice of
resignation, the Required Banks shall have the right, with the consent of the Company (which
consent shall not be unreasonably withheld or delayed and which consent shall not be required
during the existence of an Event of Default), to appoint a successor, which shall be a bank with an
office in the United States, or an Affiliate of any such bank with an office in the United States.
If no such successor shall have been so appointed by the Required Banks and consented to by the
Company (such consent not to be unreasonably withheld or delayed) and shall have accepted such
appointment within 30 days after the retiring Administrative Agent gives notice of its resignation,
then the retiring Administrative Agent may on behalf of the Banks, appoint a successor
Administrative Agent meeting the qualifications set forth above; provided that if the
Administrative Agent shall notify the Company and the Banks that no qualifying Person has accepted
such appointment, then such resignation shall nonetheless become effective in accordance with such
notice and (a) the retiring Administrative Agent shall be discharged from its duties and
obligations hereunder and under the other Loan Documents (except that in the case of any collateral
security held by the Administrative Agent on behalf of the Banks under any of the Loan Documents,
the retiring Administrative Agent shall continue to hold such collateral security until such time
as a successor Administrative Agent is appointed) and (b) all payments, communications and
determinations provided to be made by, to or through the Administrative Agent shall instead be made
by or to each Bank directly, until such time as the Required Banks appoint a successor
Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s
appointment as Administrative Agent hereunder, such successor shall succeed to and become vested
with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative
Agent, and the retiring Administrative Agent shall be discharged from all of its duties and
obligations hereunder or under the other Loan Documents (if not already discharged therefrom as
provided above in this Section). The fees payable by the Company to a successor Administrative
Agent shall be the same as those payable to its predecessor unless otherwise agreed between the
Company and such successor. After the retiring Administrative Agent’s resignation hereunder and
under the other Loan Documents, the provisions of this Section 13 and Sections 14.6
and 14.12 shall continue in effect for the benefit of such retiring Administrative Agent,
its sub-agents and their respective Related Parties in
respect of any actions taken or omitted to be taken by any of them while the retiring
Administrative Agent was acting as Administrative Agent.


 


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13.9 Withholding Tax. (a) (i) If any Bank is a “foreign corporation, partnership or
trust” within the meaning of the Code (a “Foreign Bank”) and such Bank claims exemption from, or a
reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code, such Bank agrees with
and in favor of the Administrative Agent and the Company, to deliver to the Administrative Agent
and the Company:




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




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




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




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



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



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


 


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



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



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



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



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



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



 


47 









 







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



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




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



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



SECTION 14. GENERAL.



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


 


48 









 





payable hereunder or (iii) reduce the principal amount of any Loan, the rate of interest thereon or
any fees payable hereunder, without, in each case, the consent of each Bank directly affected
thereby; and no amendment, modification, waiver or consent shall (x) release all or substantially
all of the value (determined in a manner consistent with the assets and revenues tests contained in
the first sentence of Section 10.16) of the Subsidiary Guaranty (other than pursuant to
Section 10.16), (y) change any provision of this Section or reduce the aggregate Percentage
required to effect an amendment, modification, waiver or consent or (z) change any provision of
Section 7.6, without, in each case, the consent of all Banks. No provisions of Section
13 or other provision of this Agreement affecting the Administrative Agent in its capacity as
such shall be amended, modified or waived without the consent of the Administrative Agent.




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



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



14.3 Notices. Except as otherwise provided in Sections 2.2 and 2.3,
all notices hereunder shall be in writing (including facsimile transmission) and shall be sent to
the applicable party at its address shown on Schedule 14.3 (or, in the case of a Bank other
than Bank of America, in such Bank’s Administrative Questionnaire) or at such other address as such
party may, by written notice received by the other parties, have designated as its address for such
purpose. Notices sent by facsimile transmission shall be deemed to have been given when sent and
receipt of such facsimile is confirmed; notices sent by mail shall be deemed to have been given
three Business Days after the date when sent by registered or certified mail, postage prepaid; and
notices sent by hand delivery or overnight courier service shall be deemed to have been given when
received. For purposes of Sections 2.2 and 2.3, the Administrative Agent shall be
entitled to rely on telephonic instructions from any person that the Administrative Agent in good
faith believes is an authorized officer or employee of the Company, and the Company shall hold the
Administrative Agent and each other Bank harmless from any loss, cost or expense resulting from any
such reliance. Each Public Bank agrees to cause at least one individual at or on behalf of such
Public Bank to at all times have selected the “Private Side Information” or similar designation on
the content declaration screen of the Platform in order to enable such Public Bank or its delegate,
in accordance with such Public Bank’s compliance procedures and applicable Law, including United
States Federal and state securities Laws, to make reference to Borrower Materials that are not made
available through the “Public Side Information” portion of the Platform and that may contain
material non-public information with respect to the Borrowers or its securities for purposes of
United States Federal or state securities laws.


 


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




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



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



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



14.8 Assignments; Participations.



14.8.1 Assignments. Any Bank may, with the prior written consent of the
Administrative Agent, the Syndication Agent and, so long as no Unmatured Event of Default or Event
of Default has occurred and is continuing, the Company (which consents shall not be unreasonably
delayed or withheld and shall not be required for an assignment to another Bank, an Affiliate of a
Bank or an Approved Fund), at any time assign and delegate to one or more commercial banks or other
Persons (any Person to whom such an assignment and delegation is to be made being herein called an
“Assignee”), all or any fraction of such Bank’s Loan and Commitment (which assignment and
delegation shall be of a constant, and not a varying, percentage of the assigning Bank’s Commitment
or Loan,


 


50 









 





as applicable) in an aggregate amount of at least $5,000,000; provided that (a) no assignment and delegation may be made to any
Person if, at the time of such assignment and delegation, the Company would be obligated to pay any
greater amount under Section 7.7 or Section 8 to the Assignee than the Company is
then obligated to pay to the assigning Bank under such Sections (and if any assignment is made in
violation of the foregoing, the Company will not be required to pay the incremental amounts) and
(b) the Company and the Administrative Agent shall be entitled to continue to deal solely and
directly with such Bank in connection with the interests so assigned and delegated to an Assignee
until the date when all of the following conditions shall have been met:





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




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




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



From and after the date on which the conditions described above have been met, (x) such Assignee
shall be deemed automatically to have become a party hereto and, to the extent that rights and
obligations hereunder have been assigned and delegated to such Assignee pursuant to such Assignment
Agreement, shall have the rights and obligations of a Bank hereunder, and (y) the assigning Bank,
to the extent that rights and obligations hereunder have been assigned and delegated by it pursuant
to such Assignment Agreement, shall be released from its obligations hereunder. Within five
Business Days after the effectiveness of any assignment and delegation to a Person that is not
currently a Bank hereunder, the Company shall, upon the Assignee’s request, execute and deliver to
the Administrative Agent (for delivery to the Assignee) a new Note dated the effective date of such
assignment. Any attempted assignment and delegation not made in accordance with this Section
14.8.1 shall be null and void.




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



 


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




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



14.10 Governing Law. This Agreement and each Note shall be a contract made under and
governed by and construed and interpreted in accordance with, the laws of the State of Illinois
applicable to contracts made and to be performed entirely within such State. Whenever possible
each provision of this Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement shall be prohibited by or invalid
under applicable law, such provision shall be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the remaining provisions of
this Agreement. All obligations of the Company and rights of the Administrative Agent and the
Banks expressed herein or in any other Loan Document shall be in addition to and not in limitation
of those provided by applicable law.


 


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14.11 Indemnification by the Company. In consideration of the execution and delivery
of this Agreement by the Administrative Agent and the Banks and the agreement to extend the
Commitment provided hereunder, the Company hereby agrees to indemnify, exonerate and hold
the Administrative Agent, the Syndication Agent, the Lead Arrangers, each Bank and each of their
respective Related Parties (each a “Bank Party”) free and harmless from and against any and
all actions, causes of action, suits, losses, liabilities, damages and expenses, including
reasonable attorneys’ fees and charges of one counsel for the Administrative Agent and one counsel
for all other Bank Parties (except in each case to the extent that separate counsel would be
required as the result of any conflict of interest) and settlement costs (collectively, the
“Indemnified Liabilities”), incurred by the Bank Parties or any of them as a result of, or
arising out of, or relating to (i) any tender offer, merger, purchase of stock, purchase of assets
or other similar transaction financed or proposed to be financed in whole or in part, directly or
indirectly, with the proceeds of any of the Loans, (ii) the Commitment, Loans or the use or
proposed use of the proceeds therefrom, (iii) the use, handling, release, emission, discharge,
transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or
leased by the Company or any Subsidiary, (iv) any violation of any Environmental Law with respect
to conditions at any property owned or leased by the Company or any Subsidiary or the operations
conducted thereon, (v) the investigation, cleanup or remediation of offsite locations at which the
Company or any Subsidiary or their respective predecessors are alleged to have directly or
indirectly disposed of hazardous substances or (vi) the execution, delivery, performance or
enforcement of this Agreement or any other Loan Document by any of the Bank Parties and, in the
case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the
administration of the Loan Documents; provided that such indemnity shall not, as to any
Bank Party, be available to the extent that such liabilities, obligations, losses, damages,
penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements (A) are
determined by a court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of, or violation of applicable law by,
such Bank Party, (B) result from a breach by such Bank Party of Section 14.14, (C) result
from a dispute between such Bank Party and another Bank Party or (D) constitute fees and expenses
incurred in connection with the review by such Bank Party of this Agreement or any other Loan
Document (other than in connection with any enforcement thereof). If and to the extent that the
foregoing undertaking may be unenforceable for any reason, the Company hereby agrees to make the
maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which
is permissible under applicable law. Nothing set forth above shall be construed to relieve any
Bank Party from any obligation it may have under this Agreement. No Bank Party shall be liable for
any damages arising from the use by others of any information or other materials obtained through
IntraLinks or other similar information transmission systems in connection with this Agreement, nor
shall any Bank Party have any liability for any indirect or consequential damages relating to this
Agreement or any other Loan Document or arising out of its activities in connection herewith or
therewith (whether before or after the Closing Date). All amounts due under this Section
14.11 shall be payable within ten Business Days after demand therefor (which demand shall be
accompanied by a statement from the applicable Bank Party setting forth such amounts in reasonable
detail). All obligations provided for in this Section 14.11 shall survive repayment of the
Loans, cancellation of the Notes and any termination of this Agreement.


 


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



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



14.14 Confidentiality. Each Bank agrees to maintain the confidentiality of all
information provided to it by or on behalf of the Company or any Subsidiary, or by the
Administrative Agent on the Company’s or such Subsidiary’s behalf, under this Agreement or any
other Loan Document, and neither it nor any of its Affiliates shall use any such information other
than in connection with or in enforcement of this Agreement and the other Loan Documents or in
connection with other business now or hereafter existing or contemplated with the Company or any
Subsidiary; except to the extent such information (i) was or becomes generally available to the
public other than as a result of disclosure by the Bank or its Affiliates, or (ii) was or becomes
available on a non-confidential basis from a source other than the Company or a Subsidiary,
provided that such source is not bound by a confidentiality agreement with the Company known to the
Bank; provided that any Bank may disclose such information (A) at the request or pursuant
to any requirement of any Governmental Authority to which the Bank is subject or in connection with
an examination of such Bank by any such authority; (B) pursuant to subpoena or other court process;
(C) when required to do so in accordance with the provisions of any applicable law; (D) to the
extent reasonably required in connection with any litigation or proceeding involving the Company to
which the Administrative Agent, any Bank or their respective Affiliates may be party; (E) to the
extent reasonably required in connection with the exercise of any remedy hereunder or under any
other Loan Document; (F) to such Bank’s independent auditors, trustees and other professional
advisors; (G) to any Participant or Assignee, actual or potential, or to any direct, indirect,
actual or prospective counterparty to any swap, derivative or securitization transaction related to
the obligations of the Loan Parties under the Loan Documents, provided that, in each case, such
Person agrees in writing to keep such information confidential to the same extent


 


54 









 





required of the
Banks hereunder; (H) as to any Bank or its Affiliate, as expressly permitted under the terms of any other document or agreement
regarding confidentiality to which the Company or any Subsidiary is party with such Bank or such
Affiliate; (I) to its Affiliates, provided that such Affiliate is advised of the confidentiality
requirements set forth herein and agrees in writing (for the benefit of the Company) to keep such
information confidential to the same extent required hereunder (it being understood that each Bank
shall be liable for the breach by any of its Affiliates of any such confidentiality requirement);
and (J) to the National Association of Insurance Commissioners or any similar organization or any
nationally recognized rating agency that requires access to information about such Bank’s
investment portfolio in connection with ratings issued with respect to such Bank. Each Bank will,
so long as not prohibited from doing so by any applicable law, notify the Company of any request
for information of the type referred to in clause (B) or (C) above prior to
disclosing such information so that the Company may seek appropriate relief from any applicable
court or other Governmental Authority (but failure to so notify the Company shall not result in any
liability to such Bank).




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



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



14.17 Intercreditor Agreement. The Lenders authorize and direct the Administrative
Agent to execute and deliver, on their behalf, an acknowledgement in the form of Exhibit A to the
Intercreditor Agreement so that this Agreement will be an Additional Obligations Agreement (as
defined in the Intercreditor Agreement).



14.18 Most Favored Lender. If at any time (a)(i) the Company enters into any credit
agreement, loan agreement, note purchase agreement or other like agreement under which the Company
may incur Designated Debt in excess of $50,000,000, including the Note Purchase Agreements and the
Senior Notes (a “Principal Lending Agreement”), and (ii) any such Principal Lending
Agreement at any time includes a covenant that expressly limits either: (x) the sale, lease or
disposition of assets by the Company and/or any Subsidiary during any period of 12 consecutive
months to less than 15% of the book value of consolidated tangible assets of the Company and its
Subsidiaries, or (y) the incurrence of Designated Debt by any Foreign Subsidiary, in either case
that is not contained in this Agreement, or if such covenant that is contained in the Principal
Lending Agreement is more favorable to such creditors of the Company than a similar covenant
contained in this Agreement, or (b) the Company issues an additional series of Senior Notes



 


55 









 





pursuant to any Supplement (as defined in the applicable Note Purchase Agreement) that has an “additional covenant” (within the meaning of Section 2.2(iii)
of the applicable Note Purchase Agreement), the Company shall give written notice thereof to the
Administrative Agent not later than 10 days following the date of execution of such Principal
Lending Agreement or amendment thereof or Supplement, as the case may be (each a “Subject
Agreement”); provided that any such additional covenant shall not impair, diminish or
otherwise adversely modify any existing covenants contained herein. Effective on the date of
execution of a Subject Agreement, such covenant (or covenants) and related definitions that are
contained in such Subject Agreement (collectively, the “Incorporated Covenants”) shall be
deemed to have been incorporated herein and any event of default in respect of any such
Incorporated Covenant shall be deemed to be an Event of Default hereunder, subject to all
applicable terms and provisions of this Agreement, including the right of the Required Banks to
waive or not waive any breach thereof (independent of any right of any other creditor of the
Company in respect of any such Incorporated Covenants). Without limiting the foregoing, any
amendment, elimination or termination of any Incorporated Covenant in accordance with the terms of
the applicable Subject Agreement (including as a result of the termination of such Subject
Agreement) shall constitute an immediate amendment, elimination or termination, as the case may be,
of such Incorporated Covenant hereunder



 


56 











 





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



	 	 	 	 	 	 	 	 	 

	 	 	REGAL-BELOIT CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 





 


 









 






	 	 	 	 	 	 	 	 	 

	 	 	BANK OF AMERICA, N.A., 


as Administrative Agent	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 






	 	 	 	 	 	 	 	 	 

	 	 	BANK OF AMERICA, N.A., 


as a Bank	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 





 


 









 






	 	 	 	 	 	 	 	 	 

	 	 	JPMORGAN CHASE BANK, N.A., as Syndication Agent and a
Bank	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 





 


 









 






	 	 	 	 	 	 	 	 	 

	 	 	U.S. BANK, NATIONAL ASSOCIATION, as Documentation
Agent and a Bank	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 





 


 









 






	 	 	 	 	 	 	 	 	 

	 	 	WELLS FARGO BANK, N.A., as Documentation Agent and a
Bank	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 





 


 









 






	 	 	 	 	 	 	 	 	 

	 	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 





 


 









 






	 	 	 	 	 	 	 	 	 

	 	 	SUMITOMO MITSUI BANKING CORPORATION, NEW YORK	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 





 


 









 






	 	 	 	 	 	 	 	 	 

	 	 	M&I MARSHALL & ILSLEY BANK	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 





 


 









 






	 	 	 	 	 	 	 	 	 

	 	 	THE NORTHERN TRUST COMPANY	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 





 


 









 






	 	 	 	 	 	 	 	 	 

	 	 	HSBC BANK USA, NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 





 


 









 






SCHEDULE 1.1




PRICING SCHEDULE




The Eurodollar Margin shall be determined in accordance with the table below and the other
provisions of this Schedule 1.1.



	 	 	 	 	 
	Funded Debt to	 	 	 
	EBITDA Ratio	 	Eurodollar Margin	 
	Less than 1.50 to 1.
	 	 	0.75	%
	Equal to or greater than 1.50 to 1 but less than 2.50 to 1.
	 	 	1.00	%
	Equal to or greater than 2.50 to 1 but less than 3.25 to 1.
	 	 	1.25	%
	Equal to or greater than 3.25 to 1
	 	 	1.50	%






Initially the Eurodollar Margin shall be 1.00%. The Eurodollar Margin shall be adjusted, to
the extent required, 45 days (or, in the case of the last Fiscal Quarter of any Fiscal Year, 105
days) after the end of each Fiscal Quarter (beginning with the Fiscal Quarter ended December 31,
2008) based on the Funded Debt to EBITDA Ratio as of the last day of such Fiscal Quarter;
provided that if the Company fails to deliver the financial statements required by
Section 10.1.1 or 10.1.2, as applicable, and the related certificate required by
Section 10.1.3 by the 45th day (or, if applicable, the 105th day) after any Fiscal Quarter,
the Eurodollar Margin shall be 1.50% until such financial statements are delivered.




 


 









 








SCHEDULE 2.1

BANKS AND PERCENTAGES




	 	 	 	 	 	 	 	 	 
	Bank	 	Commitment	 	 	Percentage	 
	JPMorgan Chase Bank, N.A.
	 	$	25,000,000	 	 	 	15.151515152	%
	Bank of America, N.A.
	 	$	25,000,000	 	 	 	15.151515152	%
	U.S. Bank, National Association
	 	$	25,000,000	 	 	 	15.151515152	%
	Wells Fargo Bank, N.A.
	 	$	25,000,000	 	 	 	15.151515152	%
	The Bank of Tokyo-Mitsubishi UFJ, Ltd.
	 	$	20,000,000	 	 	 	12.121212121	%
	Sumitomo Mitsui Banking Corporation, New
York
	 	$	15,000,000	 	 	 	9.090909090	%
	M&I Marshall & Ilsley Bank
	 	$	10,000,000	 	 	 	6.060606060	%
	The Northern Trust Company
	 	$	10,000,000	 	 	 	6.060606060	%
	HSBC Bank USA, National Association
	 	$	10,000,000	 	 	 	6.060606060	%
	TOTALS
	 	$	165,000,000	 	 	 	100.000000000	%







 


 









 








SCHEDULE 9.6

LITIGATION




None.





 


 









 








SCHEDULE 9.8

SUBSIDIARIES

As of 6/2/2011




	 	 	 

	RBC

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

	 	RBC Manufacturing Corporation — Wisconsin
	RBHL

	 	Regal-Beloit Holdings Ltd. — Yukon Territory
	TFL

	 	Thomson Finance Ltd. — British Columbia
	RBAPL

	 	Regal-Beloit Asia Pte. Ltd. — Singapore
	RBMH

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

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

	 	Regal Beloit Holding BV — The Netherlands
	RBFIN

	 	Regal Beloit Finance BV — The Netherlands
	FMTL

	 	Fasco Motors Thailand Ltd. — Thailand
	RBCAH

	 	RBC Australia Holding Company Pty. Limited — Australia
	FAPL

	 	Fasco Australia Pty. Ltd. — Australia
	IMT

	 	In Motion Technologies Pty Limited — Australia
	DHI-VI

	 	Dutch Horizon I, LLC—Dutch Horizon VI, LLC (Wisconsin)
	MMI

	 	Morrill Motors, Inc. (Indiana)
	JCHL

	 	Joyce Court Holdings Limited — British Virgin Islands
	GDIL

	 	Grand Delight Investments Limited — British Virgin Islands
	DMBV

	 	Dutchi Motors B.V. — The Netherlands
	DHNV

	 	Dutchi Holding N.V. — The Netherlands
	RBFBV

	 	RBC Foreign Manufacturing B.V. — The Netherlands
	RBHLLC

	 	RBC Holding, LLC — Wisconsin
	CMGE

	 	CMG Engineering Group Pty., Ltd.
	CMGI

	 	CMG International Pty., Ltd.
	TRANS

	 	Transmission Australia Pty., Ltd.
	TORIN

	 	Torin Industries Pty., Ltd.
	CMGP

	 	CMG Pty., Ltd.
	ELCO

	 	Elco Group B.V.
	UNI

	 	Unico, Inc.
	CIL

	 	Calamsar Investments Limited
	UNIMLLC

	 	Unico Mexico LLC
	UNIM

	 	Unico de Mexico Srl de CV
	ROTOR

	 	Rotor Beheer B.V.
	ROTBV

	 	Rotor B.V.
	AFMC

	 	AFMC Holdings Pty., Ltd.






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	State/Place
of	 	FEIN
# or	 
	Parent	 	Subsidiary	 	Percent Owned	 	 	Incorporation	 	Business#	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	RBC

	 	Hub City, Inc.
	 	 	100	%	 	Delaware
	 	 	23-2554577	 
	RBC

	 	Costruzioni Meccaniche Legnanesi
	 	 	100	%	 	Italy	 	 	 	 
	RBC

	 	Mastergear GmbH
	 	 	100	%	 	Germany	 	 	 	 
	RBC

	 	Opperman Mastergear Ltd.
	 	 	100	%	 	U.K.	 	 	 	 
	RBC

	 	RBC Manufacturing Corporation (f/k/a Marathon Electric

Manufacturing Corporation)
	 	 	100	%	 	Wisconsin
	 	 	39-0449780	 
	RBC

	 	Thomson Technology Shanghai Ltd.
	 	 	100	%	 	China	 	 	 	 
	RBC

	 	RBC Horizon, Inc.
	 	 	100	%	 	Wisconsin
	 	 	26-0516581	 
	RBC

	 	Joyce Court Holdings Limited
	 	 	100	%	 	BVI	 	 	 	 
	RBC

	 	Grand Delight Investments Limited
	 	 	100	%	 	BVI	 	 	 	 
	RBC

	 	Unico, Inc.
	 	 	100	%	 	Wisconsin	 	 	 	 
	RBC

	 	Marathon Electric India Private Limited (formerly GEMI)
	 	 	.001	%	 	India
	 	 	98-0375565	 
	RBC

	 	REGAL-BELOIT Flight Service, Inc.
	 	 	15	%	 	Wisconsin
	 	 	39-1938572	 
	RBC

	 	Motores Jakel de Mexico, S. de R.L. de C.V.
	 	 	0.1	%	 	Mexico	 	 	 	 
	RBC

	 	Regal Beloit de Mexico Sales S. de R.L. de C.V.
	 	 	.01	%	 	Mexico	 	 	 	 
	RBC

	 	Ramu, Inc.
	 	 	100	%	 	Delaware	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	RBCM

	 	Marathon Electric Far East Pte Ltd. (MEFE)
	 	 	100	%	 	Singapore
	 	 	1991-02038-E	 
	RBCM

	 	REGAL-BELOIT Holdings Ltd.
	 	 	100	%	 	Canada (Yukon)
	 	 	865429526	 
	RBCM

	 	Marathon Special Products Corp.
	 	 	100	%	 	Ohio
	 	 	25-1117892	 





 


 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	State/Place
of	 	FEIN # or	 
	Parent	 	Subsidiary	 	Percent Owned	 	 	Incorporation	 	Business#	 
	RBCM

	 	Marathon Redevelopment Corp.
	 	 	100	%	 	Missouri
	 	 	00386711	 
	RBCM

	 	REGAL-BELOIT Flight Service, Inc.
	 	 	85	%	 	Wisconsin
	 	 	39-1938572	 
	RBCM

	 	Mar-Mex SA de CV (Inactive)
	 	 	100	%	 	Mexico	 	 	 	 
	RBCM

	 	GE Holmes Industries, LLC
	 	 	51	%	 	Delaware
	 	 	35-2059653	 
	RBCM

	 	Morrill Motors, Inc.
	 	 	100	%	 	Indiana
	 	 	35-0980306	 
	RBCM

	 	Regal Beloit Logistics, LLC
	 	 	100	%	 	Wisconsin	 	 	 	 
	RBCM

	 	RBC Power Electronics, Inc.
	 	 	100	%	 	Wisconsin	 	 	 	 
	RBCM

	 	Regal Beloit Holding BV
	 	 	100	%	 	The Netherlands	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	RBHL

	 	Air-Con Technologies, Inc.
	 	 	100	%	 	Canada	 	 	 	 
	RBHL

	 	Patent Holdings Ltd.
	 	 	100	%	 	Canada (BC)
	 	 	865255525	 
	RBHL

	 	LEESON Canada, an Alberta Limited Partnership
	 	 	99.5	%	 	Canada (Alberta)
	 	 	867586000	 
	RBHL

	 	Thomson Finance Ltd.
	 	 	100	%	 	Canada (BC)
	 	 	865433692	 
	RBHL

	 	Thomson Technology, an Alberta Limited Partnership
	 	 	99.5	%	 	Canada (Alberta)
	 	 	105270862	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	TFL

	 	Thomson Technology, an Alberta Limited Partnership
	 	 	.5	%	 	Canada (Alberta)
	 	 	105270862	 
	TFL

	 	LEESON Canada, an Alberta Limited Partnership
	 	 	.5	%	 	Canada (Alberta)
	 	 	867586000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	RBAPL

	 	Shanghai Marathon GeXin Electric Co. Ltd. (GeXin)
	 	 	55	%	 	China	 	 	 	 
	RBAPL

	 	Shanghai REGAL-BELOIT & Jinling Co. Ltd. (Jinling)
	 	 	50	%	 	China	 	 	 	 
	RBAPL

	 	GE Holmes Industries (Far East) Ltd.
	 	 	51	%	 	Hong Kong	 	 	 	 
	RBAPL

	 	Changzhou Modern Technologies Co. Ltd (CMT)
	 	 	100	%	 	China
	 	 	98-0458997	 
	RBAPL

	 	Changzhou REGAL-BELOIT Sinya Motor Co. Ltd.
	 	 	100	%	 	China
	 	 	98-0489156	 
	RBAPL

	 	Regal-Beloit Mexico Holding S. de R.L. de C.V.
	 	 	99.9	%	 	Mexico	 	 	 	 
	RBAPL

	 	Regal Beloit Enterprises Management (Shanghai) Co. Ltd.
	 	 	100	%	 	China	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	RBMH

	 	Compania Armadora S. de R.L. de C.V. (CASA)
	 	 	99.9	%	 	Mexico
	 	 	98-0388864	 
	RBMH

	 	Sociedad de Motores Domesticos S. de R.L. de C.V. (SMD)
	 	 	99.9	%	 	Mexico
	 	 	98-0388865	 
	RBMH

	 	Capacitares Componentes de Mexico S. de R.L. de C.V. (CAPCOM)
	 	 	99.9	%	 	Mexico
	 	 	98-0388863	 
	RBMH

	 	Marathon Electric Manufacturing of Mexico, S. de R.L. de
C.V. (MONTEREY)
	 	 	99.997	%	 	Mexico
	 	 	98-0489158	 
	RBMH

	 	Motores Domesticos de Piedras Negras S. de R.L. de C.V.
	 	 	99.9	%	 	Mexico	 	 	 	 
	RBMH

	 	Regal Beloit de Mexico Sales S. de R.L. de C.V.
	 	 	99.9	%	 	Mexico	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	RBCHI

	 	Shanghai Jakel Electronic Machinery Co. Ltd.
	 	 	50	%	 	China	 	 	 	 
	RBCHI

	 	Jakel Motors Incorporated
	 	 	100	%	 	Wisconsin
	 	 	26-3773086	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	JMI

	 	Motores Jakel de Mexico S. de R.L. de C.V.
	 	 	99.9	%	 	Mexico	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	RBHBV

	 	Regal Beloit Finance BV
	 	 	100	%	 	Netherlands	 	 	 	 
	RBHBV

	 	Dutchi Holding N.V.
	 	 	100	%	 	Netherlands
	 	 	09035812	 
	RBHBV

	 	Elco Group BV
	 	 	55	%	 	Netherlands	 	 	 	 
	RBHBV

	 	Rotor Beheer BV
	 	 	100	%	 	Netherlands	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	RBFIN

	 	RBC Australia Holding Company Pty. Limited
	 	 	100	%	 	Australia	 	 	 	 
	RBFIN

	 	Fasco Motors Thailand Ltd.
	 	11,100,644 shares
	 	 	Thailand	 	 	 	 
	RBFIN

	 	Dutch Horizon I, LLC
	 	 	100	%	 	Wisconsin
	 	Applied for
	 
	RBFIN

	 	Dutch Horizon II, LLC
	 	 	100	%	 	Wisconsin
	 	Applied for
	 
	RBFIN

	 	Dutch Horizon III, LLC
	 	 	100	%	 	Wisconsin
	 	Applied for
	 
	RBFIN

	 	Dutch Horizon IV, LLC
	 	 	100	%	 	Wisconsin
	 	Applied for
	 
	RBFIN

	 	Dutch Horizon V, LLC
	 	 	100	%	 	Wisconsin
	 	Applied for
	 
	RBFIN

	 	Dutch Horizon VI, LLC
	 	 	100	%	 	Wisconsin
	 	Applied for
	 
	RBFIN

	 	RBC Foreign Manufacturing B.V.
	 	 	100	%	 	Netherlands	 	 	 	 
	RBFIN

	 	Calamsar Investments Limited
	 	 	100	%	 	Cyprus	 	 	 	 
	RBFIN

	 	Marathon Electric Motors (India) Limited
	 	 	99	%	 	India
	 	U29120WB2004PLC098278

	 





 


 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	State/Place
of	 	FEIN # or	 
	Parent	 	Subsidiary	 	Percent Owned	 	 	Incorporation	 	Business#	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	RBFIN

	 	Transmission Australia Pty., Ltd.
	 	 	5	%	 	Australia	 	 	 	 
	RBFBV

	 	Compania Armadora S. de R.L. de C.V. (CASA)
	 	 	.1	%	 	Mexico
	 	 	98-0388864	 
	RBFBV

	 	Sociedad de Motores Domesticos S. de R.L. de C.V. (SMD)
	 	 	.1	%	 	Mexico
	 	 	98-0388865	 
	RBFBV

	 	Capacitares Components de Mexico S. de R.L.de C.V. (CAPCOM)
	 	 	.1	%	 	Mexico
	 	 	98-0388863	 
	RBFBV

	 	Marathon Electric Manufacturing of Mexico, S. de R.L. de C.V.
	 	 	.003	%	 	Mexico
	 	 	98-0489158	 
	RBFBV

	 	RBC Holding LLC
	 	 	100	%	 	Wisconsin	 	 	 	 
	RBFBV

	 	Motores Domesticos de Piedras Negras S. de R.L. de C.V.
	 	 	0.1	%	 	Mexico	 	 	 	 
	RBFBV

	 	Regal-Beloit Mexico Holding S. de R.L. de C.V.
	 	 	0.1	%	 	Mexico	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	FMTL

	 	Fasco Yamabishi Co., Ltd.
	 	529,994 shares
	 	 	Thailand	 	 	 	 
	RBCAH

	 	Fasco Australia Pty. Ltd.
	 	 	100	%	 	Australia	 	 	 	 
	RBCAH

	 	CMG Engineering Group Pty Ltd
	 	 	100	%	 	Australia	 	 	 	 
	RBCAH

	 	AFMC Holdings Pty. Ltd.
	 	 	100	%	 	Australia	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	FAPL

	 	Fasco Australia Services Pty. Ltd.
	 	 	100	%	 	Australia	 	 	 	 
	FAPL

	 	In Motion Technologies Pty Limited
	 	 	100	%	 	Australia	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	IMT

	 	Ebike Australia Pty. Ltd.
	 	 	100	%	 	Australia	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DHI

	 	Fasco Motors Thailand Ltd.
	 	1 share
	 	 	Thailand	 	 	 	 
	DHI

	 	Fasco Yamabishi Co., Ltd.
	 	1 share
	 	 	Thailand	 	 	 	 
	DHI

	 	Marathon Electric Motors (India) Limited
	 	1 share
	 	 	India
	 	U2910WB2004PLC098278
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DHII

	 	Fasco Motors Thailand Ltd.
	 	1 share
	 	 	Thailand	 	 	 	 
	DHII

	 	Fasco Yamabishi Co., Ltd.
	 	1 share
	 	 	Thailand	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DHIII

	 	Fasco Motors Thailand Ltd.
	 	1 share
	 	 	Thailand	 	 	 	 
	DHIII

	 	Fasco Yamabishi Co., Ltd.
	 	1 share
	 	 	Thailand	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DHIV

	 	Fasco Motors Thailand Ltd.
	 	1 share
	 	 	Thailand	 	 	 	 
	DHIV

	 	Fasco Yamabishi Co., Ltd.
	 	1 share
	 	 	Thailand	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DHV

	 	Fasco Motors Thailand Ltd.
	 	1 share
	 	 	Thailand	 	 	 	 
	DHV

	 	Fasco Yamabishi Co., Ltd.
	 	1 share
	 	 	Thailand	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DHVI

	 	Fasco Motors Thailand Ltd.
	 	1 share
	 	 	Thailand	 	 	 	 
	DHVI

	 	Fasco Yamabishi Co., Ltd.
	 	1 share
	 	 	Thailand	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	MMI

	 	Morrill Electric, Inc.
	 	 	100	%	 	Indiana
	 	 	62-0678592	 
	MMI

	 	Shell Molding Corporation
	 	 	100	%	 	Indiana
	 	 	35-1411619	 
	MMI

	 	Morrill Global, Inc.
	 	 	100	%	 	Tennessee
	 	 	83-0357023	 
	MMI

	 	Morrill Motors (Jiaxing) Co., Ltd.
	 	 	100	%	 	China
	 	 	330411751172372	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	JCHL

	 	Wuxi Hwada Motor Co., Ltd.
	 	 	55	%	 	China	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	GDIL

	 	Wuxi Hwada Motor Co., Ltd.
	 	 	45	%	 	China	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DHNV

	 	Dutchi Motors B.V.
	 	 	100	%	 	Netherlands
	 	 	09023767	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DMBV

	 	Dutchi Danmark A/S
	 	 	40	%	 	Denmark
	 	 	31176662	 





 


 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	State/Place
of	 	FEIN # or	 
	Parent	 	Subsidiary	 	Percent Owned	 	 	Incorporation	 	Business#	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	RBHLLC

	 	Regal-Beloit Asia Pte. Ltd.
	 	 	100	%	 	Singapore
	 	 	20-1461167	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	CMGE

	 	CMG Engineering Pty., Ltd.
	 	 	100	%	 	Australia	 	 	 	 
	CMGE

	 	CMG Technology Pty., Ltd.
	 	 	100	%	 	Australia	 	 	 	 
	CMGE

	 	CMG International Pty., Ltd.
	 	 	100	%	 	Australia	 	 	 	 
	CMGE

	 	Sankey Australia Pty., Ltd.
	 	 	100	%	 	Australia	 	 	 	 
	CMGE

	 	Transmission Australia Pty., Ltd.
	 	 	95	%	 	Australia	 	 	 	 
	CMGE

	 	Torin Industries Pty., Ltd.
	 	 	100	%	 	Australia	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	CMGI

	 	CMG Electric Motors (NZ) Limited
	 	 	100	%	 	New Zealand	 	 	 	 
	CMGI

	 	CMG Electric Motors (UK) Limited
	 	 	100	%	 	United Kingdom	 	 	 	 
	CMGI

	 	CMG Electric Motors (Asia Pacific) Pte. Ltd.
	 	 	100	%	 	Singapore	 	 	 	 
	CMGI

	 	CMG Electric Motors (Isreal) Ltd.
	 	 	100	%	 	Israel	 	 	 	 
	CMGI

	 	CMG Electric Motors South Africa
	 	 	60	%	 	South Africa	 	 	 	 
	CMGI

	 	CMG Electric Motors (Malaysia) Sdn. Bhd.
	 	 	100	%	 	Malaysia	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	TRANS

	 	OBA (NZ) Ltd.
	 	 	100	%	 	New Zealand	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	TORIN

	 	Torin Industries (Malaysia) Sdn. Bhd.
	 	 	100	%	 	Malaysia	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	CMGP

	 	CMG Electric Motors Trading (Shanghai) Company Ltd.
	 	 	100	%	 	China	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	CIL

	 	Marathon Electric India Private Limited (formerly GEMI)
	 	 	99.999	%	 	India
	 	 	98-0375565	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	ELCO

	 	Elco Motors Asia PTE Limited
	 	 	100	%	 	Singapore	 	 	 	 
	ELCO

	 	Elco E-Trade Srl
	 	 	100	%	 	Italy	 	 	 	 
	ELCO

	 	Elco Motors FZE
	 	 	100	%	 	Dubai	 	 	 	 
	ELCO

	 	Elco The Netherlands BV
	 	 	100	%	 	Netherlands	 	 	 	 
	ELCO

	 	Elco Direct Limited
	 	 	100	%	 	United Kingdom	 	 	 	 
	ELCO

	 	Elco China Limited
	 	 	100	%	 	China	 	 	 	 
	ELCO

	 	Elco Motores Espana SA
	 	 	100	%	 	Spain	 	 	 	 
	ELCO

	 	Elco Motors, Inc.
	 	 	100	%	 	Canada	 	 	 	 
	ELCO

	 	Elco Do Brazil Ltda.
	 	 	70	%	 	Brazil	 	 	 	 
	ELCO

	 	Elco Colombo & Compania SA de CV
	 	 	80	%	 	Mexico	 	 	 	 
	ELCOE

	 	Elco BG Property EOCD
	 	 	100	%	 	Bulgaria	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	ELCOBV

	 	Newco Elco Russia
	 	 	100	%	 	Russia	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	ELCOCL

	 	Dong Guan Elco Mechanical & Electrical Equipment Ltd Co
	 	 	100	%	 	China	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	ELCOSA

	 	Elco de Colombia SAS
	 	 	100	%	 	Colombia	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	UNI

	 	Unico Deutschland GmbH
	 	 	100	%	 	Germany	 	 	 	 
	UNI

	 	Unico (UK) Ltd.
	 	 	100	%	 	United Kingdom	 	 	 	 
	UNI

	 	Unicoven CA
	 	 	100	%	 	Venezuela	 	 	 	 
	UNI

	 	Unico Japan Co. Ltd.
	 	 	100	%	 	Japan	 	 	 	 
	UNI

	 	Unico China Automation Co. Ltd.
	 	 	100	%	 	China	 	 	 	 
	UNI

	 	Unico Canada Drives & Systems Inc.
	 	 	100	%	 	Canada	 	 	 	 
	UNI

	 	Unico de Mexico Srl de CV
	 	 	99.97	%	 	Mexico	 	 	 	 
	UNI

	 	Unico Mexico LLC
	 	 	100	%	 	Mexico	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	UNIMLLC

	 	Unico de Mexico Srl de CV
	 	 	0.03	%	 	Mexico	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	UNIM

	 	Technojar-Unico de Mexico Srl de CV
	 	 	75.2	%	 	Mexico	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	ROTOR

	 	Rotor B.V.
	 	 	100	%	 	Netherlands	 	 	 	 





 


 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	State/Place
of	 	FEIN # or	 
	Parent	 	Subsidiary	 	Percent Owned	 	 	Incorporation	 	Business#	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	ROTBV

	 	Rotor U.K. Limited
	 	 	100	%	 	United Kingdom	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	AFMC

	 	Australian Fan and Motor Company Pty. Ltd.
	 	 	100	%	 	Australia	 	 	 	 
	AFMC

	 	Technical Motor Company Pty. Ltd.
	 	 	100	%	 	Australia	 	 	 	 







 


 









 








SCHEDULE 9.13

ENVIRONMENTAL MATTERS




None


 


 









 





SCHEDULE 10.7

EXISTING DEBT




	 	 	 	 	 
	 	 	Current balance as of	 
	Location / Loan With	 	June 4, 2011	 
	Durst Division / Alliant Energy (plant efficiency improvements)
	 	$	96,103.00	 
	RBC Manufacturing Corporation / GE Capital Finance (Hawker
850XP aircraft) (guaranteed by Regal-Beloit Corporation and
Regal-Beloit Flight Service, Inc.)
	 	$	8,044,170.00	 
	RBC Manufacturing Corporation / Benton County (MO Industrial
Development Revenue Bond) Series 2001
	 	$	1,800,000.00	 
	RBC Manufacturing Corporation / Benton County (MO Industrial
Development Revenue Bond) Series 2002
	 	$	1,000,000.00	 
	Wuxi Hwada Motor Co., Ltd. / Bank of America, N.A.
	 	$	1,000,000.00	 
	Wuxi Hwada Motor Co., Ltd. / Bank of America, N.A.
	 	$	1,000,000.00	 
	Wuxi Hwada Motor Co., Ltd. / JPMorgan Chase Bank, N.A.
	 	$	1,078,034.28
USD Equivalent	 
	 
	 	 	 	 
	 
	 	¥	7,000,000.00	 
	Regal-Beloit Corporation / Credit Agreement with JPMorgan
Chase Bank, N.A. as administrative agent (guaranteed by
certain subsidiaries of Regal-Beloit Corporation)
	 	$	500,000,000.00	 
	Regal-Beloit Corporation / Private Placement Tranche A
(guaranteed by certain subsidiaries of Regal-Beloit
Corporation)
	 	$	150,000,000.00	 
	Regal-Beloit Corporation / Private Placement Tranche B
(guaranteed by certain subsidiaries of Regal-Beloit
Corporation)
	 	$	100,000,000.00	 
	Regal-Beloit Corporation / Bank of America, N.A. Revolver EURO BORROWING
	 	$	2,844,545.00
USD Equivalent	 
	 
	 	 	 	 
	

	 	€	2,000,000.00	 
	Marathon Electric Motors (India) Limited / HSBC Hong Kong
	 	$	1,115,573.40 
USD Equivalent	 
	 
	 	 	 	 
	 
	 	INR 50,000,000.00	 
	Marathon Electric Motors (India) Limited / HSBC Hong Kong
	 	$	6,532,632.61
 USD Equivalent	 
	 
	 	 	 	 
	 
	 	INR 292,792,594.00	 
	Total
	 	$	774,511,058.29	 







 


 









 








SCHEDULE 10.8

EXISTING LIENS





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






	2.	 	Aircraft financed by GE Capital.






	3.	 	See attached chart:





 


 











 




REGAL-BELOIT CORPORATION




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

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


Continuation #100009091928 filed
07/27/2010.
	Wisconsin

	 	Gelco Corporation DBA GE Fleet Services
	 	 	060007828530	 	 	05/22/2006
	 	Certain forklifts.
	 	Continuation #110003710314 filed
03/29/2011.
	Wisconsin

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

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

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

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





 


 









 





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

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

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

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

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

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

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

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

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

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

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





 


 









 





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

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

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

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

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

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

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

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

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

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

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

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

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

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

	 	General Electric Capital Corporation
	 	 	090004316216	 	 	04/08/2009
	 	Certain equipment.	 	 
	Wisconsin

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




Assignment #100002062818 filed 02/19/2010.





 


 









 





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

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


Assignment #100002062616 filed 02/19/2010.
	Wisconsin

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


Assignment #100002062717 filed 02/19/2010.
	Wisconsin

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

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


Assignment #100002062414 filed 02/19/2010.
	Wisconsin

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


Assignment #100002063314 filed 02/19/2010.





 


 









 





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

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

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

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

	 	Dell Financial Services L.L.C.

	 	 	100005175018

	 	 	04/28/2010


	 	Certain computer equipment, peripherals and other
equipment and related software.

	 	 
	Wisconsin

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




Assignment #100011280719 filed 09/22/2010.
	Wisconsin

	 	Raymond Leasing Corporation
	 	 	100007193121	 	 	06/10/2010
	 	Certain equipment.	 	 
	Wisconsin

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

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


Assignment #100011283318 filed 09/22/2010.





 


 









 





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

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

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

	 	MB Financial Bank N.A.

	 	 	100010029820

	 	 	08/19/2010
	 	Certain equipment.

	 	Amendment #100011082921
filed 09/17/2010 adding collateral.



Assignment #100011283419 filed 09/22/2010.
	Wisconsin

	 	Raymond Leasing Corporation
	 	 	100010071615	 	 	08/20/2010
	 	Certain equipment.
	 	 
	Wisconsin

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


Assignment #100011270314 filed 09/22/2010.
	Wisconsin

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





 


 









 





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

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

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


Assignment #110003131816 filed 03/16/2011.
	Wisconsin

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


Assignment #110003132110 filed 03/16/2011.
	Wisconsin

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

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





 


 









 





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

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


Assignment #110003132312 filed 03/16/2011.
	Wisconsin

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

	 	GELCO Corporation DBA GE Fleet Services
	 	 	110003676224	 	 	03/29/2011
	 	Certain equipment.
	 	Amendment #110003754120 filed 03/30/2011
amending collateral.
	Wisconsin

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

	 	VFS US LLC 




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





 


 









 





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




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

	 	General Electric

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






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




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

	 	Benton County,

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





 


 









 





RBC MANUFACTURING CORPORATION




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

	 	Air Liquide
Industrial U.S. LP
	 	 	110000972422	 	 	01/24/2011
	 	4,500 Gallon

Hydrogen Vessel

(Serial # 102) with

3 vaporizers	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

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






REGAL-BELOIT FLIGHT SERVICE, INC.




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

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






HUB CITY, INC.




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

	 	Best Business

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

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





 


 









 





ORRILL MOTORS, INC.




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

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

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

Vessel Serial #5629

Vaporizer Serial # F5680-1-1

Telemetry Serial # 20029642



3,000 Gallon Argon Vessel

Serial #4838

Vaporizor Serial #5196-2

Telemetry Serial #20017832	 	 
	Indiana

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






UNICO, INC.




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

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






 


 









 







SCHEDULE 10.9

EXISTING PARTNERSHIP AND JOINT VENTURE INVESTMENTS




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



 


 









 







SCHEDULE 14.3

ADDRESSES FOR NOTICES




REGAL BELOIT CORPORATION

200 State Street

Beloit, Wisconsin 53511

Attention: Chief Financial Officer

Telephone: (608) 364-8800

Facsimile: (608) 364-8818

Website: www.regal-beloit.com

U.S. Taxpayer Identification Number: 39-0875718




BANK OF AMERICA, N.A., as Administrative Agent 

(for payments)

901 Main Street

TX1-491-14-11

Dallas, TX 75202-3714

Attention: Credit Services

Telephone: (214) 209-0590

Facsimile: (214) 290.9423

Electronic Mail: michelle.huff@bankofamerica.com

Account No.: 129-2000-883

Ref: Regal-Beloit

ABA# 026009593




BANK OF AMERICA, N.A., as Administrative Agent

(Other Notices as Administrative Agent)

135 S. LaSalle Street

IL4-135-05-41

Chicago, IL 60603

Attention: Linda Lov

Telephone: (312) 828-8010

Facsimile: (877) 206-1766




BANK OF AMERICA, N.A., Lender

135 S. LaSalle Street

Mail Code: IL4-135-04-13

Chicago, IL 60603

Attention: Steven Kessler

Telephone: (312) 992-6323

Facsimile: (312) 453-3346



 


 









 





EXHIBIT A




FORM OF NOTE




Chicago, Illinois




FOR VALUE RECEIVED, the undersigned, REGAL BELOIT CORPORATION (the “Company”),
promises to pay to the order of                      (the “Bank”), on or before the
Maturity Date, the aggregate unpaid principal amount of the Loan made by the Bank to the Company
(the “Loan”) pursuant to the Term Loan Agreement dated as of June 16, 2008 (as amended or
otherwise modified from time to time, the “Loan Agreement”) among the Company, various
financial institutions and Bank of America, N.A., as Administrative Agent. The Company further
promises to pay interest on the unpaid principal amount of the Loan from time to time at the rates,
on the dates and otherwise as provided in the Loan Agreement.



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



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



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



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



	 	 	 	 	 	 	 
	 	 	REGAL BELOIT CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

[Title]
	 	 





 


 









 





Schedule Attached to Note dated
 _____,
 _____ 
of REGAL BELOIT CORPORATION payable to the order of
                    .



	 	 	 	 	 	 	 
	 	 	Amount of	 	Amount	 	Notation
	Date	 	Advance under Loan	 	Repaid	 	Made By
	 
	 	 	 	 	 	 






 


 









 







EXHIBIT B



REGAL BELOIT CORPORATION

COMPLIANCE CERTIFICATE

for period ended                      (the “Computation Date”)




To:      Bank of America, N.A., as Administrative Agent




Please refer to the Term Loan Agreement dated as of June 16, 2008 (as amended or otherwise
modified from time to time, the “Loan Agreement”) among Regal Beloit Corporation (the
“Company”), various financial institutions and Bank of America, N.A., as Administrative
Agent. Capitalized terms used but not otherwise defined herein are used as defined in the Loan
Agreement.



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



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



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




	 	 	 	 	 	 	 
	 	 	REGAL BELOIT CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	 
 

	 	 
	 

	 	Title	 	 	 	 
	 

	 	 	 	 	 	 





 


 









 





ATTACHMENT 1

10.6.1 MAXIMUM FUNDED DEBT TO EBITDA RATIO




	 	 	 	 	 	 	 	 	 
	1. Funded Debt
	 	 	 	 	 	$	                    	 
	2. (a) Net income
	 	$	                    	 	 	 	 	 
	(b) Extraordinary losses (gains)
	 	$	                    	 	 	 	 	 
	(c) Non-recurring Acquisition or disposition
	 	$	                    	 	 	 	 	 
	charges2 [detail name and date of
Acquisition
	 	$	                    	 	 	 	 	 
	or disposition and type of charge]
	 	$	                    	 	 	 	 	 
	(d) Other non-recurring charges3 [describe]
	 	$	                    	 	 	 	 	 
	(e) Net income attributable to noncontrolling
interests, net of tax
	 	$	                    	 	 	 	 	 
	(f) Interest Expense4
	 	$	                    	 	 	 	 	 
	(g) Income tax expense
	 	$	                    	 	 	 	 	 
	(h) Depreciation
	 	$	                    	 	 	 	 	 
	(i) Amortization
	 	$	                    	 	 	 	 	 
	(j) Other non-cash charges (income)
	 	$	                    	 	 	 	 	 
	(k) [Proforma Acquisition or disposition EBITDA- list
by name of Acquisition or disposition]
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	3. EBITDA (total of items 2(a) through 2(k))
	 	 	 	 	 	$	                    	 
	 
	 	 	 	 	 	 	 	 
	Ratio of item 1 to item 3
	 	 	 	 	 	____ to ____
	 
	 	 	 	 	 	 	 	 
	Maximum allowed
	 	 	 	 	 	 	3.75 to 1.0	 





 






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

	 
	3	 	Non-recurring or unusual losses, charges or expenses
limited to $5,000,000 for such period

	 
	4	 	Including interest or similar costs and expenses
relating to Permitted Securitizations



 


 









 









ATTACHMENT 2


10.6.2 MINIMUM INTEREST COVERAGE RATIO




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






 


 









 







EXHIBIT C

FORM OF

GUARANTY




THIS GUARANTY dated as of June 16, 2008 is executed in favor of BANK OF AMERICA, N.A.,
individually and as Administrative Agent (as defined below), and the Lender Parties (as defined
below).



W I T N E S S E T H:




WHEREAS, Regal Beloit Corporation (the “Company”), various financial institutions (the
“Banks”) and Bank of America, N.A., as administrative agent (in such capacity, the
“Administrative Agent”), have entered into a Term Loan Agreement dated as of June 16, 2008
(the “Loan Agreement;” capitalized terms used but not defined herein have the respective
meanings ascribed thereto in the Loan Agreement); and



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



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



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



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


 


 









 





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



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



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



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



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


 


 









 





Section 8. Certain Waivers. Each of the undersigned hereby expressly waives: (a)
notice of the acceptance by the Administrative Agent or any Lender Party of this Guaranty, (b)
notice of the existence or creation or non-payment of any of the Liabilities, (c) presentment,
demand, notice of dishonor, protest, and all other notices whatsoever and (d) all diligence in
collection or protection of or realization upon any Liabilities or any security for or guaranty of
any Liabilities.



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



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



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



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


 


 









 





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



(d) This Guaranty has been delivered at Chicago, Illinois, and shall be construed in
accordance with and governed by the internal laws of the State of Illinois. Wherever possible each
provision of this Guaranty shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Guaranty shall be prohibited by or invalid under such
law, such provision shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this Guaranty.



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



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


 


 









 






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



(h) By its acceptance hereof, the Administrative Agent agrees that it will, promptly upon
request by the Company (which request shall be accompanied by any documentation the Administrative
Agent may reasonably request to confirm that any applicable conditions to the Administrative
Agent’s acting upon such request have been satisfied (on which documentation the Administrative
Agent may conclusively rely absent written notice to the contrary)), release any of the undersigned
from its obligations hereunder if, after giving effect to such release, no Unmatured Event of
Default or Event of Default exists or would result therefrom.


 


 









 





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



	 	 	 	 	 	 	 	 	 
	 	 	MARATHON ELECTRIC
MANUFACTURING CORPORATION 

REGAL BELOIT ELECTRIC MOTORS, INC. 

HUB CITY, INC. 

MARATHON SPECIAL PRODUCTS CORPORATION 

REGAL BELOIT FLIGHT SERVICE, INC. 

RBC HORIZON, INC. 

MORRILL MOTORS, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	Signature page for the Guaranty dated as of June 16, 2008
issued by various subsidiaries of Regal Beloit Corporation
(the “Company”) in favor of Bank of America, N.A., as
Administrative Agent, under the Term Loan Agreement dated as
of June 16, 2008 with the Company and various other parties,
and the Lender Parties referred to in such Guaranty.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	The undersigned is executing this signature page for purposes
of becoming a party to the Guaranty:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	[NAME OF NEW GUARANTOR]	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address:	 	 





 


 









 





EXHIBIT D




FORM OF

ASSIGNMENT AGREEMENT




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



For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and
the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in
accordance with the Standard Terms and Conditions and the Loan Agreement, as of the Effective Date
inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and
obligations as a Bank under the Loan Agreement and any other document or instrument delivered
pursuant thereto to the extent related to the amount and percentage interest identified below of
all of such outstanding rights and obligations and (ii) to the extent permitted to be assigned
under applicable law, all claims, suits, causes of action and other rights of the Assignor (in its
capacity as a Bank) against any Person, whether known or unknown, arising under or in connection
with the Loan Agreement, any other document or instrument delivered pursuant thereto or the loan
transactions governed thereby or in any way based on or related to any of the foregoing, including,
but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all
other claims at law or in equity related to the rights and obligations sold and assigned pursuant
to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii)
above, the “Assigned Interest”). Such sale and assignment is without recourse to and,
except as expressly provided in this Assignment Agreement, without representation or warranty by
the Assignor.



	 	 	 	 	 
	1.

	 	Assignor:
	 	                    
	 
	 	 	 	 
	2.

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

	 	Borrower:
	 	Regal Beloit Corporation
	 
	 	 	 	 
	4.

	 	Agent:
	 	Bank of America, N.A., as the administrative agent
	 
	 	 	 	 
	5.

	 	Loan Agreement:
	 	Term Loan Agreement dated as of June 16, 2008 among Regal Beloit Corporation, the Banks parties
thereto and Bank of America, N.A., as Administrative Agent





 


 









 





	 	 	 	 	 
	6.

	 	Assigned Interest:
	 	$_____ 
of the Commitment/Loan of the Assignor
	 
	 	 	 	 
	[7.

	 	Trade Date:
	 	                    ]






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



From and after the date that the Administrative Agent notifies the Assignor that it has
received (and, if required, provided its consent with respect to) this executed Assignment and
Acceptance and payment of the above-referenced processing fee, (i) the Assignee shall have the
rights and obligations assigned pursuant hereto and, if not already a party to the Loan Agreement,
shall become a party to the Loan Agreement and have all rights and obligations of a Bank under the
Loan Documents; and (ii) the Assignor shall, to the extent that rights and obligations under the
Loan Agreement and under the other Loan Documents have been assigned by it pursuant to this
Assignment and Acceptance, relinquish its rights and be released from its obligations under the
Loan Documents.


 


 









 





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



	 	 	 	 	 
	 	ASSIGNOR


[NAME OF ASSIGNOR]

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 
	 	ASSIGNEE


[NAME OF ASSIGNEE]

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 




Consented to and Accepted:



[BANK OF AMERICA, N.A.], as Administrative Agent




	 	 	 	 	 
	By:

	 	 
 

Title:
	 	 
	 
	 	 	 	 
	[Consented to:	 	 
	 
	 	 	 	 
	REGAL BELOIT CORPORATION	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Title:]	 	 





 


 









 





ANNEX 1 TO ASSIGNMENT AGREEMENT




STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AGREEMENT





1. Representations and Warranties.



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



1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power
and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement
and to consummate the transactions contemplated hereby, (ii) it meets all requirements of an
Assignee under the Loan Agreement (subject to receipt of such consents as may be required under the
Loan Agreement), (iii) this Assignment and Acceptance has been duly executed and delivered by it
and constitutes the legal, valid and binding obligation of the Assignee, enforceable against the
Assignee in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency,
moratorium, reorganization and other laws of general application relating to or affecting
creditors’ rights and to general equitable principles; (iv) it has received a copy of the Loan
Agreement, together with copies of the most recent financial statements delivered pursuant thereto
and such other documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment Agreement and to purchase the Assigned
Interest, on the basis of which it has made such analysis and decision independently and without
reliance on the Administrative Agent or any other Bank and (v) if it is a “foreign corporation,
partnership or trust” within the meaning of the Code, (A) the Assignee will be in compliance with
all applicable provisions of Section 13.9 of the Loan Agreement on or prior to the Effective Date
and (B) attached hereto is any documentation required to be delivered by it pursuant to the terms
of the Loan Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it
will, independently and without reliance on the Administrative Agent, the Assignor or any other
Bank, and based on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under the Loan Documents,
and (ii) it will perform in accordance with their terms all of the obligations which by the terms
of the Loan Documents are required to be performed by it as a Bank.


 


 









 





2. Payments. From and after the Effective Date, the Administrative Agent shall make
all payments in respect of the Assigned Interest (including payments of principal, interest, fees
and other amounts) to the Assignee whether such amounts have accrued prior to or on or after the
Effective Date. The Assignor and the Assignee shall make all appropriate adjustments in payments
by the Administrative Agent for periods prior to the Effective Date or with respect to the making
of this assignment directly between themselves.



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



 


 









 







EXHIBIT E



FORM OF INCREASE REQUEST




                    , 20___




Bank of America, N.A., as Administrative Agent

under the Loan Agreement referred to below



231 South LaSalle Street

Chicago, Illinois 60697

Attn:                     




Ladies/Gentlemen:



Please refer to the Term Loan Agreement dated as of June 16, 2008 (the “Loan
Agreement”) among Regal Beloit Corporation (the “Company”), various financial
institutions and Bank of America, N.A., as Administrative Agent. Capitalized terms used but not
defined herein have the respective meanings set forth in the Loan Agreement.



In accordance with Section 2.6 of the Loan Agreement, the Company requests an Additional Loan
of $_____. Such Additional Loan shall be made by [the making of an additional advance by

 _____ 
of $_____] [adding
 _____ 
as a Bank under the Loan Agreement with an
Additional Loan of $_____] as set forth in the letter attached hereto. Such increase shall
be effective three Business Days after the date that the Administrative Agent accepts the letter
attached hereto or such other date as is agreed among the Company, the Administrative Agent and the
[increasing] [new] Bank.



	 	 	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	REGAL BELOIT CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





 


 









 






ANNEX I TO EXHIBIT E




[Date]




Bank of America, N.A., as Administrative Agent

231 South LaSalle Street

Chicago, Illinois 60697

Attn:                     




Ladies/Gentlemen:



Please refer to the letter dated
 _____, 20_____ 
from Regal Beloit Corporation (the
“Company”) requesting an Additional Loan of $_____ 
pursuant to Section 2.6 of the Term
Loan Agreement dated as of June 16, 2008 (the “Loan Agreement”) among the Company, various
financial institutions and Bank of America, N.A., as Administrative Agent. Capitalized terms used
but not defined herein have the respective meanings set forth in the Loan Agreement.



The undersigned hereby confirms that it has agreed to make an Additional Loan under the Loan
Agreement of $_____
effective on the date which is three Business Days after the acceptance
hereof by the Administrative Agent or on such other date as may be agreed among the Company, the
Administrative Agent and the undersigned.



	 	 	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	[NAME OF INCREASING BANK]	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 






Accepted as of

                    ,
 _____ 




BANK OF AMERICA, N.A., as Administrative Agent




	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





 


 









 





ANNEX II TO EXHIBIT E




[Date]




Bank of America, N.A., as Administrative Agent

231 South LaSalle Street

Chicago, Illinois 60697

Attn:                     




Ladies/Gentlemen:



Please refer to the letter dated
 _____, 20_____
from Regal Beloit Corporation (the
“Company”) requesting an increase in the Commitment Amount from $_____
to $_____

pursuant to Section 2.6 of the Term Loan Agreement dated as of June 16, 2008 (the “Loan
Agreement”) among the Company, various financial institutions and Bank of America, N.A., as
Administrative Agent. Capitalized terms used but not defined herein have the respective meanings
set forth in the Loan Agreement.



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



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



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



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




 


 









 





The following administrative details apply to the undersigned:



(A) Notice Address:



Legal name:
                                        




	 	 	 	 	 	 	 
	Address:
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	Attention:
	 	 	 	 	 	 
	 	 	 	 	 
	Telephone:

	 	(_____)	 	 	 	 
	 

	 	 	 	 	 	 
	Facsimile:

	 	(_____)	 	 	 	 
	 

	 	 	 	 	 	 







	 	(B)	 	Payment Instructions:






	 	 	 	 	 
	Account No.:

	 	 
 

	 	 
	At:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	Reference:
	 	 	 	 
	 

	 	 	 	 
	Attention:
	 	 	 	 
	 

	 	 	 	 






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



	 	 	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	[NAME OF NEW BANK]	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 	 






Accepted and consented to as of

                    , 20_____ 




BANK OF AMERICA, N.A., as Administrative Agent




	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	   	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





 


 









 





EXHIBIT B

CONFIRMATION




June [__], 2011




To the Administrative Agent and the Banks





under and as defined in the Loan

Agreement referred to below




Re: Regal-Beloit Corporation



Ladies and Gentlemen:



Please refer to the First Amendment dated as of the date hereof (the “Amendment”) to
the Term Loan Agreement dated as of June 16, 2008 (the “Loan Agreement”) among
Regal-Beloit Corporation, various financial institutions and Bank of America, N.A., as
Administrative Agent. Capitalized terms used but not defined herein have the respective meanings
given to them in the Loan Agreement.



Each of the undersigned hereby confirms to the Administrative Agent and the Banks that, after
giving effect to the Amendment, each Loan Document to which such undersigned is a party continues
in full force and effect and is the legal, valid and binding obligation of such undersigned,
enforceable against such undersigned in accordance with its terms, subject to bankruptcy,
insolvency and similar laws affecting the enforceability of creditors’ rights generally and to
general principles of equity.



[SIGNATURES ON NEXT PAGE]



 


 









 







IN WITNESS WHEREOF, each of the undersigned has caused this Confirmation to be executed and
delivered by its duly authorized representative as of the date first above written.



	 	 	 	 	 	 	 
	 	 	REGAL-BELOIT CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Chuck A. Hinrichs	 	 
	 

	 	 	 	Title:   Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	HUB CITY, INC.

MARATHON SPECIAL PRODUCTS CORPORATION

REGAL-BELOIT FLIGHT SERVICE, INC.

RBC HORIZON, INC.

MORRILL MOTORS, INC.

RBC MANUFACTURING CORPORATION

JAKEL MOTORS INCORPORATED

RBC POWER ELECTRONICS, INC.

RAMU INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Chuck A. Hinrichs	 	 
	 

	 	 	 	Title:   Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	UNICO, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Chuck A. Hinrichs	 	 
	 

	 	 	 	Title:   Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	MORRILL ELECTRIC, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: John M. Perino	 	 
	 

	 	 	 	Title:   Vice President and Treasurer	 	 





 


 









 





	 	 	 	 	 	 	 
	 	 	REGAL BELOIT LOGISTICS, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	RBC Manufacturing Corporation,

as member of Regal Beloit Logistics, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Chuck A. Hinrichs	 	 
	 

	 	 	 	Title:   Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	RBC HOLDING LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	RBC Foreign Manufacturing B.V.,


as manager of RBC Holding LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: John M. Perino	 	 
	 

	 	 	 	Title:   Director