exhibit 10.17




CREDIT
AGREEMENT





	
      Praxair,
      Inc. and Subsidiaries

	
      EXHIBIT
      10.17







[EXECUTION
COPY]

$1,000,000,000

 

CREDIT
AGREEMENT







dated as
of

 

December
23, 2004

 

among

 

PRAXAIR,
INC.

 

THE
ELIGIBLE SUBSIDIARIES REFERRED TO HEREIN

 

THE
LENDERS LISTED HEREIN




JPMORGAN
CHASE BANK, N.A.,

as
Administrative Agent




BANK OF
AMERICA, N.A.,

as
Syndication Agent




and




Citibank,
N.A. and Credit Suisse First Boston

as
Co-Documentation Agents

 

______________________

 




 

J.P.
Morgan Securities Inc.,

 

and

 

Banc of
America Securities LLC

 

Co-Lead
Arrangers and Bookrunners

 




























TABLE
OF CONTENTS

 





	 	
      PAGE

	
      ARTICLE
      1
	 
	
      DEFINITIONS
	 
	 	 	 
	
      Section
      1.01.
	
      Definitions
	
      1

	
      Section
      1.02.
	
      Accounting
      Terms and Determinations
	
      15

	
      Section
      1.03.
	
      Types
      of Borrowings
	
      15

	 	 	 
	
      ARTICLE
      2
	 
	
      THE
      CREDITS
	 
	 	 	 
	
      Section
      2.01.
	
      Commitments
      to Lend
	
      15

	
      Section
      2.02.
	
      Making
      of Committed Borrowings
	
      16

	
      Section
      2.03.
	
      Competitive
      Bid Borrowings
	
      17

	
      Section
      2.04.
	
      Notice
      to Lenders; Funding of Loans
	
      21

	
      Section
      2.05.
	
      Registry;
      Notes
	
      22

	
      Section
      2.06.
	
      Maturity
      of Loans
	
      22

	
      Section
      2.07.
	
      Interest
      Rates
	
      23

	
      Section
      2.08.
	
      Fees
	
      26

	
      Section
      2.09.
	
      Optional
      Termination or Reduction of Commitments
	
      26

	
      Section
      2.10.
	
      Method
      of Electing Interest Rates
	
      26

	
      Section
      2.11.
	
      Scheduled
      Termination of Commitments
	
      28

	
      Section
      2.12.
	
      Optional
      Prepayments
	
      28

	
      Section
      2.13.
	
      General
      Provisions as to Payments
	
      29

	
      Section
      2.14.
	
      Funding
      Losses
	
      30

	
      Section
      2.15.
	
      Computation
      of Interest and Fees.
	
      30

	
      Section
      2.16.
	
      Letters
      of Credit
	
      31

	
      Section
      2.17.
	
      Regulation
      D Compensation
	
      34

	
      Section
      2.18.
	
      Takeout
      of Swingline Loans
	
      34

	
      Section
      2.19.
	
      Replacement
      of this Agreement
	
      36

	
      Section
      2.20.
	
      Increased
      Commitments, Additional Lenders
	
      36

	
      Section
      2.21.
	
      Currency
      Equivalents
	
      37

	 	 	 
	
      ARTICLE
      3
	 
	
      CONDITIONS
	 
	 	 	 
	
      Section
      3.01.
	
      Effectiveness
	
      38

	
      Section
      3.02.
	
      Borrowings
      and Issuances of Letters of Credit
	
      39

	
      Section
      3.03.
	
      First
      Borrowing by Each Eligible Subsidiary
	
      39

	 	 	 
	
      ARTICLE
      4
	 
	
      REPRESENTATIONS
      AND WARRANTIES
	 
	 	 	 
	
      Section
      4.01.
	
      Corporate
      Existence and Power
	
      40





























	 	 	
      PAGE

	
      Section
      4.02.
	
      Corporate
      and Governmental Authorization; No Contravention
	
      40

	
      Section
      4.03.
	
      Binding
      Effect
	
      40

	
      Section
      4.04.
	
      Financial
      Information.
	
      40

	
      Section
      4.05.
	
      Litigation
	
      41

	
      Section
      4.06.
	
      Compliance
      with ERISA
	
      41

	
      Section
      4.07.
	
      Environmental
      Matters
	
      42

	
      Section
      4.08.
	
      Subsidiaries
	
      42

	
      Section
      4.09.
	
      Not
      an Investment Company
	
      42

	
      Section
      4.10.
	
      Disclosure
	
      42

	 	 	 
	
      ARTICLE
      5
	 
	
      COVENANTS
	 
	 	 	 
	
      Section
      5.01.
	
      Information
	
      42

	
      Section
      5.02.
	
      Maintenance
      of Property; Insurance
	
      45

	
      Section
      5.03.
	
      Negative
      Pledge
	
      45

	
      Section
      5.04.
	
      Consolidations,
      Mergers and Sales of Assets
	
      47

	
      Section
      5.05.
	
      Consolidated
      Capitalization
	
      47

	
      Section
      5.06.
	
      Use
      of Proceeds
	
      47

	 	 	 
	
      ARTICLE
      6
	 
	
      DEFAULTS
	 
	 	 	 
	
      Section
      6.01.
	
      Events
      of Default
	
      48

	
      Section
      6.02.
	
      Notice
      of Default
	
      50

	
      Section
      6.03.
	
      Cash
      Cover
	
      50

	
      Section
      6.04.
	
      Rescission
	
      50

	 	 	 
	
      ARTICLE
      7
	 
	
      THE
      AGENTS
	 
	 	 	 
	
      Section
      7.01.
	
      Appointment
      and Authorization
	
      51

	
      Section
      7.02.
	
      Administrative
      Agent and Affiliates
	
      51

	
      Section
      7.03.
	
      Action
      by Administrative Agent
	
      51

	
      Section
      7.04.
	
      Consultation
      with Experts
	
      51

	
      Section
      7.05.
	
      Liability
      of Administrative Agent
	
      51

	
      Section
      7.06.
	
      Indemnification
	
      52

	
      Section
      7.07.
	
      Credit
      Decision
	
      52

	
      Section
      7.08.
	
      Successor
      Administrative Agent
	
      52

	
      Section
      7.09.
	
      Agents'
      Fees
	
      53

	
      Section
      7.10.
	
      Other
      Agents
	
      53

	 	 	 
	
      ARTICLE
      8
	 
	
      CHANGE
      IN CIRCUMSTANCES
	 
	 	 	 
	
      Section
      8.01.
	
      Basis
      for Determining Interest Rate Inadequate or Unfair
	
      53

	
      Section
      8.02.
	
      Illegality
	
      54

	
      Section
      8.03.
	
      Increased
      Cost and Reduced Return
	
      54

























 




	 	 	
      PAGE

	
      Section
      8.04.
	
      Taxes
	
      55

	
      Section
      8.05.
	
      Base
      Rate Loans Substituted for Affected Fixed Rate Loans
	
      58

	
      Section
      8.06.
	
      Substitution
      of Lender
	
      58

	 	 	 
	
      ARTICLE
      9
	 
	
      REPRESENTATIONS
      AND WARRANTIES OF ELIGIBLE SUBSIDIARIES
	 
	 	 	 
	
      Section
      9.01.
	
      Corporate
      Existence and Power
	
      59

	
      Section
      9.02.
	
      Corporate
      Governmental Authorization; No Contravention
	
      59

	
      Section
      9.03.
	
      Binding
      Effect
	
      59

	 	 	 
	
      ARTICLE
      10
	 
	
      GUARANTY
	 
	 	 	 
	
      Section
      10.01.
	
      The
      Guaranty
	
      59

	
      Section
      10.02.
	
      Guaranty
      Unconditional
	
      60

	
      Section
      10.03.
	
      Discharge
      Only upon Payment in Full; Reinstatement in Certain
      Circumstances
	
      60

	
      Section
      10.04.
	
      Waiver
      by the Company
	
      61

	
      Section
      10.05.
	
      Subrogation
	
      61

	
      Section
      10.06.
	
      Stay
      of Acceleration
	
      61

	 	 	 
	
      ARTICLE
      11
	 
	
      MISCELLANEOUS
	 
	 	 	 
	
      Section
      11.01.
	
      Notices
	
      61

	
      Section
      11.02.
	
      No
      Waivers
	
      62

	
      Section
      11.03.
	
      Expenses;
      Indemnification
	
      62

	
      Section
      11.04.
	
      Sharing
      of Set-offs
	
      63

	
      Section
      11.05.
	
      Amendments
      and Waivers
	
      63

	
      Section
      11.06.
	
      Successors
      and Assigns
	
      64

	
      Section
      11.07.
	
      Designated
      Lenders
	
      66

	
      Section
      11.08.
	
      Governing
      Law; Submission to Jurisdiction; Waiver of Jury Trial
	
      67

	
      Section
      11.09.
	
      Counterparts;
      Integration
	
      67

	
      Section
      11.10.
	
      Confidentiality
	
      68

	
      Section
      11.11.
	
      Severability
	
      69

	
      Section
      11.12.
	
      Termination
      of Existing Credit Agreement
	
      69

	
      Section
      11.13.
	
      Collateral
	
      69

	
      Section
      11.14.
	
      Judgment
      Currency
	
      69

	
      Section
      11.15.
	
      Patriot
      Act Notice
	
      69















Pricing
Schedule

Commitment
Schedule

Mandatory
Cost Schedule






















 

Exhibit A
C
Note


 

Exhibit B
C
Competitive Bid Quote Request

 

Exhibit C
C
Invitation for Competitive Bid Quotes

 

Exhibit D
C
Competitive Bid Quote

 

Exhibit E
C Opinion
of Counsel for the Company

 

Exhibit F
C Opinion
of Special Counsel for the Administrative Agent

 

Exhibit G
C Election
to Participate

 

Exhibit H
C Election
to Terminate

 

Exhibit I
C Opinion
of Counsel for an Eligible Subsidiary

 

Exhibit J
C
Assignment and Assumption Agreement

 

Exhibit K
C
Designation Agreement

 

Exhibit L
C
Extension Agreement

 




 




 
































CREDIT
AGREEMENT

 

AGREEMENT
dated as of December 23, 2004 among PRAXAIR, INC., the ELIGIBLE SUBSIDIARIES
referred to herein, the LENDERS listed on the signature pages hereof, JPMORGAN
CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A., as Syndication
Agent and CITIBANK, N.A. and CREDIT SUISSE FIRST BOSTON as Co-Documentation
Agents.

 

The
parties hereto agree as follows:

 

 

    
ARTICLE 1  

DEFINITIONS

 

Section
1.01  .
Definitions. The
following terms, as used herein, have the following meanings:

 

"Absolute
Rate Auction" means a
solicitation of Competitive Bid Quotes setting forth Competitive Bid Absolute
Rates pursuant to Section
2.03.

 

"Additional
Lender" has the
meaning set forth in Section
2.20.

 

"Adjusted
CD Rate" has the
meaning set forth in Section
2.07(b).

 

"Administrative
Agent" means
JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the
Lenders under the Loan Documents, and its successors in such
capacity.

 

"Administrative
Questionnaire" means,
with respect to each Lender, an administrative questionnaire in the form
prepared by the Administrative Agent and submitted to the Administrative Agent
(which shall promptly following receipt thereof give a copy to the Company) duly
completed by such Lender.

 

"Agents" means
the Administrative Agent, the Syndication Agent and the Co-Documentation
Agents.

 

"Alternative
Currency" means
Euro, British Sterling, Swiss Francs and Canadian Dollars; provided that any
other currency (except Dollars) may also be an Alternative Currency if (i) the
Company requests, by notice to the Administrative Agent, that such currency be
included as an additional Alternative Currency for purposes of this Agreement,
(ii) such currency is freely transferable and is freely convertible into Dollars
in the London foreign exchange market, (iii) deposits in such currency are
customarily offered to banks in the London interbank market, and (iv) each
Lender, by notice to the Administrative Agent, approves the inclusion of such
currency as an additional Alternative Currency for purposes hereof. The Lenders'
approval of any such additional Alternative Currency may be limited to a
specified maximum Dollar Amount or a specified period of time or
both.

 

 







1












 

"Alternative
Currency Loan" means a
Syndicated Loan that is made in an Alternative Currency pursuant to the
applicable Notice of Committed Borrowing.

 

"Applicable
Interbank Offered Rate" has the
meaning set forth in Section
2.07(c).

 

"Applicable
Lending Office" means,
with respect to any Lender and any Loan made by it hereunder to any Borrower,
its office located at its address set forth in its Administrative Questionnaire
(or identified in its Administrative Questionnaire as its Applicable Lending
Office for Loans of that nature) or such other office, branch or affiliate of
such Lender as it may hereafter designate as its Applicable Lending Office for
such purpose by not less than five Domestic Business Days' notice to the Company
and the Administrative Agent.

 

"Assessment
Rate" has the
meaning set forth in Section
2.07(b).

 

"Assignee" has the
meaning set forth in Section
11.06(c).

 

"Base
Rate" means,
for any day, a rate per annum equal to the higher of (i) the Prime Rate for such
day and (ii) the sum of 1⁄2 of 1% plus the Federal Funds Rate for such
day.

 

"Base
Rate Loan" means a
Syndicated Loan which bears interest at the Base Rate pursuant to the applicable
Notice of Committed Borrowing or Notice of Interest Rate Election or the
provisions of Article
8.

 

"Benefit
Arrangement" means
at any time an employee benefit plan within the meaning of Section 3(3) of ERISA
which is not a Plan or a Multiemployer Plan and which is maintained or otherwise
contributed to by any member of the ERISA Group.

 

"Borrower" means
the Company or any Eligible Subsidiary, as the context may require, and their
respective successors, and "Borrowers" means
all of the foregoing. When used in relation to any Loan or Letter of Credit,
references to "the
Borrower" are to
the particular Borrower to which such Loan is or is to be made or at whose
request such Letter of Credit is or is to be issued.

 

"Borrowing" has the
meaning set forth in Section
1.03.

 

"British
Sterling" means
the lawful currency of the United Kingdom.

 

"Canadian
Dollars" or
"Can
$" means
the lawful currency of Canada.

 

"CD
Base Rate" has the
meaning set forth in Section
2.07(b).

 

 







2












 

"CD
Loan" means a
Syndicated Loan which bears interest at a CD Rate pursuant to the applicable
Notice of Committed Borrowing or Notice of Interest Rate Election.

 

"CD
Margin" means a
rate per annum determined in accordance with the Pricing Schedule.

 

"CD
Rate" has the
meaning set forth in Section
2.07(b).

 

"CD
Reference Banks" means
JPMorgan Chase Bank, N.A., Bank of America, N.A. and Citibank, N.A.

 

"Co-Documentation
Agents" means
Citibank, N.A. and Credit Suisse First Boston.

 

"Commitment" means
(i) with respect to each Lender, the amount of such Lender's Commitment, as such
amount is set forth opposite the name of such Lender on the Commitment Schedule,
(ii) with respect to any Additional Lender, the amount of the Commitment assumed
by it pursuant to Section
2.20 and
(iii) with respect to any Assignee, the amount of the transferor Lender's
Commitment assigned to it pursuant to Section
11.06(c), in each
case as such amount may be changed from time to time pursuant to Section
2.09,
2.20 or
Section
11.06(c);
provided that, if
the context so requires, the term "Commitment" means
the obligation of a Lender to extend credit up to such amount to the Borrowers
hereunder.

 

"Commitment
Schedule" means
the Commitment Schedule attached hereto.

 

"Committed
Loan" means a
Syndicated Loan or a Swingline Loan.

 

"Company" means
Praxair, Inc., a Delaware corporation, and its successors.

 

"Competitive
Bid Absolute Rate" has the
meaning set forth in Section
2.03(d).

 

"Competitive
Bid Absolute Rate Loan" means a
loan to be made by a Lender pursuant to an Absolute Rate Auction.

 

"Competitive
Bid LIBOR Loan" means a
loan to be made by a Lender pursuant to a LIBOR Auction (including such a loan
bearing interest at the Base Rate pursuant to Section
8.01).

 

"Competitive
Bid Loan" means a
Competitive Bid LIBOR Loan or a Competitive Bid Absolute Rate Loan.

 

"Competitive
Bid Margin" has the
meaning set forth in Section
2.03(d).

 

"Competitive
Bid Quote" has the
meaning set forth in Section
2.03(d).

 

"Competitive
Bid Quote Request" has the
meaning set forth in Section
2.03(b).

 

"Consolidated
Book Net Worth" means
at any date the consolidated shareholders' equity of the Company and its
Consolidated Subsidiaries, determined as of such date, calculated without giving
effect to changes in the cumulative foreign currency translation adjustment
after September 30, 2004.

 

"Consolidated
Subsidiary" means
at any date any Subsidiary or other entity the accounts of which would be
consolidated with those of the Company in its consolidated financial statements
if such statements were prepared as of such date.

 

"Consolidated
Total Debt" means
at any date all consolidated Debt of the Company and its Consolidated
Subsidiaries determined as of such date. 

 

 







3












 

"Continuing
Director" means
at any date a member of the Company's board of directors who was either (i) a
member of such board twelve months prior to such date or (ii) nominated for
election to such board by at least a majority of the Continuing Directors then
in office.

 

"Credit
Exposure" means,
with respect to any Lender at any time, (i) the amount of its Commitment
(whether used or unused) at such time or (ii) if the Commitments have terminated
in their entirety, the sum of the aggregate Dollar Amount of its Loans at such
time (including any participations in Swingline Loans purchased by it and
excluding any participations in Swingline Loans sold by it) plus its Letter of
Credit Liabilities at such time.

 

"Debt" of any
Person means at any date, without duplication, to the extent required in
accordance with generally accepted accounting principles to be included in the
financial statements of such Person or the footnotes thereto,

 


	 	
      (i)
	
      all
      obligations of such Person for borrowed
money,




 


	 	
      (ii)
	
      all
      obligations of such Person evidenced by bonds, debentures or
      notes,




 


	 	
      (iii)
	
      all
      obligations of such Person for installment purchase transactions involving
      the purchase of property or services over $5,000,000 for any particular
      transaction, except trade accounts payable and expense accruals arising in
      the ordinary course of business,




 


	 	
      (iv)
	
      all
      obligations of such Person as lessee which are capitalized in accordance
      with generally accepted accounting
principles,




 


	 	
      (v)
	
      all
      obligations of such Person to reimburse any bank or other Person in
      respect of amounts paid under a letter of credit,
and




 


	 	
      (vi)
	
      all
      Debt of others Guaranteed by such Person.




 

"Default" means
any condition or event which constitutes an Event of Default or which with the
giving of notice or lapse of time or both would, unless cured or waived, become
an Event of Default.

 

"Designated
Lender" means,
with respect to any Designating Lender, an Eligible Designee designated by it
pursuant to Section
11.07(a) as a
Designated Lender for purposes of this Agreement.

 

"Designating
Lender" means,
with respect to each Designated Lender, the Lender that designated such
Designated Lender pursuant to Section
11.07(a).

 

"Dollar
Amount" means,
at any time:

 


	 	
      (i)
	
      with
      respect to any Dollar-Denominated Loan, the principal amount thereof then
      outstanding;




 

 







4













	 	
      (ii)
	
      with
      respect to any Alternative Currency Loan, the principal amount thereof
      then outstanding in the relevant Alternative Currency, converted to
      Dollars in accordance with Section
      2.21(a);
      and




 


	 	
      (iii)
	
      with
      respect to any Letter of Credit Liabilities, (A) if denominated in
      Dollars, the amount thereof and (B) if denominated in an Alternative
      Currency, the amount thereof converted to Dollars in accordance with
      Section
      2.21(c).




 

"Dollar-Denominated
Loan" means a
Loan that is made in Dollars pursuant to the applicable Notice of
Borrowing.

 

"Dollars" and the
sign "$" mean
lawful currency of the United States.

 

"Domestic
Business Day" means
any day except a Saturday, Sunday or other day on which commercial banks in New
York City are authorized by law to close.

 

"Domestic
Consolidated Subsidiary" with
respect to any Person means a Consolidated Subsidiary of such Person organized
and existing under the laws of the United States of America, any State thereof
or the District of Columbia.

 

"Domestic
Loans" means
CD Loans or Base Rate Loans or both.

 

"Domestic
Reserve Percentage" has the
meaning set forth in Section
2.07(b).

 

"Effective
Date" means
the date this Agreement becomes effective in accordance with Section
3.01.

 

"Election
to Participate" means
an Election to Participate substantially in the form of Exhibit G
hereto.

 

"Election
to Terminate" means
an Election to Terminate substantially in the form of Exhibit H
hereto.

 

"Eligible
Designee" means a
special purpose corporation that (i) is organized under the laws of the United
States or any state thereof, (ii) is engaged in making, purchasing or otherwise
investing in commercial loans in the ordinary course of its business and (iii)
issues (or the parent of which issues) commercial paper rated at least A-1 or
the equivalent thereof by S&P or at least P-1 or the equivalent thereof by
Moody's.

 

"Eligible
Subsidiary" means
(i) Praxair Canada Inc., an Ontario corporation, (ii) PESL and (iii) any other
Wholly-Owned Consolidated Subsidiary, in each case, as to which an Election to
Participate shall have been delivered to the Administrative Agent and as to
which an Election to Terminate with respect to such Election to Participate
shall not have been delivered to the Administrative Agent. Each such Election to
Participate and Election to Terminate shall be duly executed on behalf of such
Subsidiary and the Company in such number of copies as the Administrative Agent
may request. If at any time a Subsidiary theretofore designated as an Eligible
Subsidiary no longer qualifies as a Wholly-Owned Consolidated Subsidiary, the
Company shall cause to be delivered to the Administrative Agent an Election to
Terminate terminating the status of such Subsidiary as an Eligible Subsidiary.
The delivery of an Election to Terminate shall not affect any obligation of an
Eligible Subsidiary theretofore incurred or the Company's guaranty thereof. The
Administrative Agent shall promptly give notice to the Lenders of the receipt of
any Election to Participate or Election to Terminate.

 

 







5












 

"Environmental
Laws" means
all applicable federal, state, local and foreign laws, ordinances, codes,
regulations, orders and requirements relating to the protection of, or discharge
of materials into, the environment, including, without limitation, the Resource
Conservation and Recovery Act of 1976, as amended; the Comprehensive
Environmental Response, Compensation and Liability Act; the Toxic Substance
Control Act; the Clean Water Act; the Clean Air Act; and the Safe Drinking Water
Act.

 

"ERISA" means
the Employee Retirement Income Security Act of 1974, as amended, or any
successor statute.

 

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

 

"Euro" and the
sign "€" mean
the single shared currency of the participating member states of the European
Union.

 

"Euro-Currency
Business Day" means a
Euro-Dollar Business Day, unless such term is used in connection with an
Alternative Currency Loan, in which case such day shall only be a Euro-Currency
Business Day if in addition such day is a day on which (i) in the case of an
Alternative Currency Loan to be made in Euros, the Trans-European Automated
Real-Time Gross Settlement Express Transfer system is open for business and (ii)
in the case of an Alternative Currency Loan to be in a currency other than
Euros, commercial banks are open for business (including dealings in deposits in
such Alternative Currency) in London and the principal financial center in the
country which issues the currency in which such Alternative Currency Loan is to
be made.

 

"Euro-Currency
Loan" means
either a Euro-Dollar Loan or an Alternative Currency Loan.

 

"Euro-Currency
Margin" means a
rate per annum determined in accordance with the Pricing Schedule.

 

"Euro-Currency
Rate" has the
meaning set forth in Section
2.07(c).

 

"Euro-Currency
Reserve Percentage" means
for any day that percentage (expressed as a decimal) which is in effect on such
day, as prescribed by the Board of Governors of the Federal Reserve System (or
any successor) for determining the maximum reserve requirement for a member bank
of the Federal Reserve System in New York City with deposits exceeding five
billion dollars in respect of "Eurocurrency
liabilities" (or in
respect of any other category of liabilities which includes deposits by
reference to which the interest rate on Euro-Dollar Loans is determined or any
category of extensions of credit or other assets which includes loans by a
non-United States office of any Lender to the United States
residents).

 

 







6












 

"Euro-Dollar
Business Day" means
any Domestic Business Day on which commercial banks are open for international
business (including dealings in Dollar deposits) in London.

 

"Euro-Dollar
Loan" means a
Syndicated Loan denominated in Dollars which bears interest at a Euro-Currency
Rate pursuant to the applicable Notice of Committed Borrowing or Notice of
Interest Rate Election.

 

"Euro-Dollar
Reference Banks" means
the principal London offices of JPMorgan Chase Bank, N.A., Bank of America, N.A.
and Citibank, N.A.

 

"Event
of Default" has the
meaning set forth in Article
6.

 

"Evergreen
Letter of Credit" means a
Letter of Credit that is automatically extended unless the Issuing Lender gives
notice to the beneficiary thereof stating that such Letter of Credit will not be
extended. 

 

"Existing
Credit Agreement" means
the Credit Agreement dated as of July 12, 2000 among the Company, the banks
parties thereto and JPMorgan Chase Bank, N.A. of New York, as agent, as amended
to the Effective Date.

 

"Federal
Funds Rate" means,
for any day, the rate per annum (rounded upward, if necessary, to the nearest
1/100th of 1%) 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 Domestic Business Day next succeeding such day, provided that (i)
if such day is not a Domestic Business Day, the Federal Funds Rate for such day
shall be such rate on such transactions on the next preceding Domestic Business
Day as so published on the next succeeding Domestic Business Day, and (ii) if no
such rate is so published on such next succeeding Domestic Business Day, the
Federal Funds Rate for such day shall be the average rate quoted to JPMorgan
Chase Bank, N.A. on such day on such transactions as determined by the
Administrative Agent.

 

"Fixed
Rate Loans" means
CD Loans, Euro-Currency Loans or Competitive Bid Loans (excluding Competitive
Bid LIBOR Loans bearing interest at the Base Rate) or any combination of the
foregoing.

 

"Group" means
at any time a group of Loans consisting of (i) all Loans to the same Borrower
which are Base Rate Loans at such time, (ii) all Loans to the same Borrower
which are CD Loans having the same Interest Period at such time and (iii) all
Euro-Currency Loans to the same Borrower denominated in the same currency and
having the same Interest Period at such time; provided that, if
a Committed Loan of any particular Lender is converted to or made as a Base Rate
Loan pursuant to Article
8, such
Loan shall be included in the same Group or Groups of Loans from time to time as
it would have been if it had not been so converted or made.

 

 







7












 

"Guarantee" by any
Person means any obligation, contingent or otherwise, of such Person directly or
indirectly guaranteeing any Debt of any other Person, and, without limiting the
generality of the foregoing, any obligation, direct or indirect, contingent or
otherwise, of such Person:

 


	 	
      (i)
	
      to
      purchase or pay (or advance or supply funds for the purchase or payment
      of) such Debt (whether arising by virtue of partnership arrangements, by
      agreement to keep-well, to purchase assets, goods, securities or services,
      to take-or-pay, or to maintain financial statement conditions or
      otherwise); or




 


	 	
      (ii)
	
      entered
      into for the purpose of ensuring in any legally enforceable manner the
      obligee of such Debt of the payment thereof or to protect such obligee in
      any legally enforceable manner against loss in respect thereof (in whole
      or in part);




 

provided that the
term Guarantee shall not include:

 


	
      (a)
	
      endorsements
      for collection or deposit in the ordinary course of
    business;




 


	
      (b)
	
      obligations
      that are not required in accordance with generally accepted accounting
      principles to be included in the financial statements of such Person or
      the footnotes thereto;




 


	
      (c)
	
      "unconditional
      purchase obligations" (including take-or-pay contracts) as defined in and
      as required to be disclosed pursuant to Statement of Financial Accounting
      Standards No. 47 and the related interpretations, as the same may be
      amended from time to time, but only to the extent the aggregate present
      value amount of all such obligations of the Company and its Consolidated
      Subsidiaries (other than amounts reflected on the balance sheet of the
      Company and its Consolidated Subsidiaries) is equal to or less than 5% of
      the net sales of the Company and its Consolidated Subsidiaries as set
      forth in the Company's consolidated statement of income, determined as of
      the end of the preceding quarter for the twelve months then ending;
      and




 


	
      (d)
	
      any
      obligations required to be disclosed pursuant to the Statement of
      Financial Accounting Standards No. 105, Disclosure of Information about
      Financial Instruments with Off-Balance-Sheet Risk and Financial
      Instruments with Concentrations of Credit Risk, issued March 1990, the
      Statement of Financial Accounting Standards No. 107, Disclosure about Fair
      Value of Financial Instruments, issued December 1991, and the Statement of
      Financial Accounting Standards No. 119, Disclosure about Derivative
      Financial Instruments and Fair Value of Financial Instruments, issued
      October 1994, and their related interpretations, as the same may be
      amended from time to time (except to the extent any such obligation is
      required to be reflected on the balance sheet of the Company and its
      Consolidated Subsidiaries).




 

The term
"Guarantee" used as
a verb has a corresponding meaning.

 

 







8












 

"Interest
Period" means:
(1) with respect to each Euro-Currency Loan, the period commencing on the date
of borrowing specified in the applicable Notice of Borrowing or on the date
specified in the applicable Notice of Interest Rate Election and ending one,
two, three or six months thereafter, as the Borrower may elect in the applicable
notice, or, if each Lender agrees, nine or twelve months thereafter;
provided
that:

 


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




 


	 	
      (b)
	
      any
      Interest Period which begins on the last Euro-Currency Business Day of a
      calendar month (or on a day for which there is no numerically
      corresponding day in the calendar month at the end of such Interest
      Period) shall, subject to clause (c) below, end on the last Euro-Currency
      Business Day of the calendar month which is a number of months after the
      month in which such Interest Period begins equal to the length of such
      Interest Period; and




 


	 	
      (c)
	
      any
      Interest Period which would otherwise end after the Termination Date shall
      end on the Termination Date;




 


	
      (2)
	
      with
      respect to each Competitive Bid LIBOR Loan, the period commencing on the
      date of borrowing specified in the applicable Notice of Borrowing and
      ending such whole number of months thereafter as the Borrower may elect in
      accordance with Section
      2.03;
      provided
      that:




 


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




 


	 	
      (b)
	
      any
      Interest Period which begins on the last Euro-Dollar Business Day of a
      calendar month (or on a day for which there is no numerically
      corresponding day in the calendar month at the end of such Interest
      Period) shall, subject to clause (c) below, end on the last Euro-Dollar
      Business Day of the calendar month which is a number of months after the
      month in which such Interest Period begins equal to the length of such
      Interest Period; and




 


	 	
      (c)
	
      any
      Interest Period which would otherwise end after the Termination Date shall
      end on the Termination Date; and




 


	
      (3)
	
      with
      respect to each Competitive Bid Absolute Rate Loan, the period commencing
      on the date of borrowing specified in the applicable Notice of Borrowing
      and ending such number of days thereafter (but not less than 7 days) as
      the Borrower may elect in accordance with Section
      2.03;
      provided
      that:




 

 







9













	 	
      (a)
	
      any
      Interest Period (other than an Interest Period determined pursuant to
      clause (b) below) which would otherwise end on a day which is not a
      Euro-Dollar Business Day shall be extended to the next succeeding
      Euro-Dollar Business Day; and




 


	 	
      (b)
	
      any
      Interest Period which would otherwise end after the Termination Date shall
      end on the Termination Date;




 


	
      (4)
	
      with
      respect to each CD Loan, the period commencing on the date of borrowing
      specified in the applicable Notice of Borrowing or on the date specified
      in the applicable Notice of Interest Rate Election and ending 30, 60, 90
      or 180 days thereafter, as the Borrower may elect in the applicable Notice
      of Borrowing; provided
      that:




 


	 	
      (a)
	
      any
      Interest Period (other than an Interest Period determined pursuant to
      clause (b) below) which would otherwise end on a day which is not a
      Euro-Dollar Business Day shall be extended to the next succeeding
      Euro-Dollar Business Day; and




 


	 	
      (b)
	
      any
      Interest Period which would otherwise end after the Termination Date shall
      end on the Termination Date.




 

Notwithstanding
the foregoing, all Interest Periods at any one time outstanding hereunder shall
end on not more than 25 different dates, and the duration of any Interest Period
which would otherwise exceed such limitation shall be adjusted so as to coincide
with the remaining term of such other then current Interest Period as the
Company and the Administrative Agent may agree.

 

"Internal
Revenue Code" means
the Internal Revenue Code of 1986, as amended, or any successor
statute.

 

"Invitation
for Competitive Bid Quotes" has the
meaning set forth in Section
2.03(c).

 

"Issuing
Lender" means
JPMorgan Chase Bank, N.A., Bank of America, N.A. and any other Lender that may
agree to issue letters of credit hereunder pursuant to an instrument in form
satisfactory to the Company, such Lender and the Administrative Agent, in each
case in its capacity as issuer of a Letter of Credit hereunder. An Issuing
Lender may, in its discretion, arrange for one or more Letters of Credit to be
issued by affiliates of such Issuing Lender, in which case the term "Issuing
Lender" shall include any such affiliate with respect to Letters of Credit
issued by such affiliate. 

 

"Lender" means
each bank listed on the signature pages hereof, each Additional Lender or
Assignee which becomes a Lender pursuant to Section
2.20 or
Section
11.06(c), and
their respective successors, in each case for so long as such Person shall be a
party to this Agreement

 

"Lender
Parties" has the
meaning set forth in Section
11.10.

 

"Letter
of Credit" means a
letter of credit to be issued hereunder by the Issuing Lender in accordance with
Section
2.16.

 

 







10












 

"Letter
of Credit Liabilities" means,
for any Lender and at any time, such Lender's ratable participation in the sum
of (x) the amounts then owing by the Borrower in respect of amounts drawn under
Letters of Credit and (y) the aggregate amount then available for drawing under
all Letters of Credit.

 

"Leverage
Ratio" means,
at any time, the ratio of (x) Consolidated Total Debt to (y) the sum of
Consolidated Total Debt plus Consolidated Book Net Worth at such
time.

 

"LIBOR
Auction" means a
solicitation of Competitive Bid Quotes setting forth Competitive Bid Margins
based on the Applicable Interbank Offered Rate pursuant to Section
2.03.

 

"Lien" means,
with respect to any asset, any mortgage, lien, pledge, charge, security interest
or encumbrance of any kind in respect of such asset.

 

"Loan" means a
Committed Loan or a Competitive Bid Loan and "Loans" means
Committed Loans or Competitive Bid Loans or both.

 

"Loan
Documents" means
this Agreement and the Notes.

 

"Mandatory
Cost" means
the percentage per annum calculated by the Administrative Agent in accordance
with the Mandatory Cost Schedule attached hereto.

 

"Margin
Stock" means
"margin stock" as defined in Regulation U.

 

"Material
Adverse Effect" means a
material adverse effect on (i) the business, financial position or results of
operations of the Company and its Consolidated Subsidiaries, considered as a
whole, which could reasonably be expected to materially and adversely affect the
ability of the Company to perform its obligations under this Agreement or any
Note or (ii) the rights and remedies of the Lender Parties under the Loan
Documents.

 

"Material
Debt" means
Debt (other than the Loans) of the Company and/or one or more Material
Subsidiaries, arising in one or more related or unrelated transactions, in an
aggregate principal amount exceeding $150,000,000.

 

"Material
Plan" means
at any time a Plan or Plans having aggregate Unfunded Liabilities in excess of
$50,000,000.

 

"Material
Subsidiary" means
(i) any one or more Restricted Subsidiaries (but, solely for purposes of
paragraphs (h) and
(i) of
Section
6.01, only if
such Subsidiaries have combined Net Tangible Assets of at least $150,000,000),
(ii) any one or more other Subsidiaries having combined Net Tangible Assets of
more than $500,000,000 and (iii) solely for purposes of paragraphs (h) and
(i) of
Section
6.01, any
Eligible Subsidiary not covered by (i) or (ii) to which any Loan is outstanding
or for whose account any Letter of Credit Liabilities are
outstanding.

 

"Multiemployer
Plan" means
at any time an employee pension benefit plan within the meaning of Section
4001(a)(3) of ERISA to which any member of the ERISA Group is then making or
accruing an obligation to make contributions or has within the preceding five
plan years made contributions, including for these purposes any Person which
ceased to be a member of the ERISA Group during such five-year
period.

 

 







11












 

"Net
Tangible Assets" means,
as to any Person, its gross assets, net of depreciation and other proper
reserves, less its goodwill and other intangible assets.

 

"Notes" means
promissory notes of a Borrower, substantially in the form of Exhibit A hereto,
evidencing the obligation of such Borrower to repay the Loans made to it, and
"Note" means
any one of such promissory notes issued hereunder.

 

"Notice
of Borrowing" means a
Notice of Committed Borrowing (as defined in Section
2.02) or a
Notice of Competitive Bid Borrowing (as defined in Section
2.03(f)).

 

"Notice
of Committed Borrowing" has the
meaning set forth in Section
2.02.

 

"Notice
of Competitive Bid Borrowing" has the
meaning set forth in Section
2.03(f).

 

"Notice
of Interest Rate Election" has the
meaning set forth in Section
2.10.

 

"Notice
of Issuance" has the
meaning set forth in Section
2.16(b).

 

"Obligor" means
the Company or any Eligible Subsidiary.

 

"Other
Taxes" has the
meaning set forth in Section
8.04(a).

 

"Outstanding
Committed Amount" means,
as to any Lender at any time, the sum of (i) the aggregate Dollar Amount of
Committed Loans made by it which are outstanding at such time, plus (ii) the
aggregate Dollar Amount of its Letter of Credit Liabilities at such time, plus
(iii) in the case of any Lender other than the Swingline Lenders, the aggregate
amount of its participating interests in any Unrefunded Swingline
Loans.

 

"Parent" means,
with respect to any Lender, any Person controlling such Lender.

 

"Participant" has the
meaning set forth in Section
11.06(b).

 

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

 

"Person" means
an individual, a corporation, a partnership, an association, a trust or any
other entity or organization, including a government or political subdivision or
an agency or instrumentality thereof.

 

"PESL" means
Praxair Euroholding, S.L., a sociedad
de responsabilidad limitada
organized under the laws of Spain, and its successors.

 

"Plan" means
at any time an employee pension benefit plan (other than a Multiemployer Plan)
which is covered by Title IV of ERISA or subject to the minimum funding
standards under Section 412 of the Internal Revenue Code and either (i) is
maintained, or contributed to, by any member of the ERISA Group for employees of
any member of the ERISA Group or (ii) has at any time within the preceding five
years been maintained, or contributed to, by any Person which was at such time a
member of the ERISA Group for employees of any Person which was at such time a
member of the ERISA Group.

 

 







12












 

"Pricing
Schedule" means
the Pricing Schedule attached hereto.

 

"Prime
Rate" means
the rate of interest publicly announced by JPMorgan Chase Bank, N.A. in New York
City from time to time as its prime rate.

 

"Quarterly
Date" means
each March 31, June 30, September 30 and December 31; provided, that if
any such date falls on a day that is not a Domestic Business Day, the Quarterly
Date shall be the next succeeding Domestic Business Day.

 

"Reference
Banks" means
the CD Reference Banks or the Euro-Dollar Reference Banks, as the context may
require, and "Reference
Bank" means
any one of such Reference Banks.

 

"Regulation
D" and
"Regulation
U" means
Regulation D and Regulation U, respectively, of the Board of Governors of the
Federal Reserve System, as in effect from time to time.

 

"Reimbursement
Obligation" has the
meaning set forth in Section
2.16(d).

 

"Required
Lenders" means
at any time Lenders with more than 50% of the aggregate amount of the Credit
Exposures at such time.

 

"Restricted
Subsidiary"
means

 

(i) any
Domestic Consolidated Subsidiary of the Company, and

 

(ii) Praxair
Canada Inc.

 

"Revolving
Credit Period" means
the period from and including the Effective Date to and including the
Termination Date.

 

"Spot
Rate" means
in relation to LIBOR, the British Bankers Association Interest Settlement Rate
for the relevant currency and period displayed on the appropriate page of the
Reuters screen. If the agreed page is replaced or service ceases to be
available, the Administrative Agent may specify another page or service
displaying the appropriate rate after consultation with the Company and the
Lenders.

 

"Subsidiary" with
respect to any Person means any corporation or other entity of which such Person
directly or indirectly owns a majority of the securities or other ownership
interests having ordinary voting power to elect the board of directors or other
persons performing similar functions. Unless otherwise specified, "Subsidiary" means a
Subsidiary of the Company.

 

"Swiss
Francs" means
the lawful currency of Switzerland.

 

"Swingline
Lenders" means
each of JPMorgan Chase Bank, N.A., Bank of America, N.A., and their respective
successors.

 

 







13












 

"Swingline
Loan" means a
loan made by a Swingline Lender pursuant to Section
2.01(b).

 

"Swingline
Takeout Loan" means a
Base Rate Loan made pursuant to Section
2.18.

 

"Syndicated
Loan" means a
Loan made by a Lender pursuant to Section
2.01(a);
provided that, if
any such loan or loans (or portions thereof) are combined or subdivided pursuant
to a Notice of Interest Rate Election, the term "Syndicated
Loan" shall
refer to the combined principal amount resulting from such combination or to
each of the separate principal amounts resulting from such subdivision, as the
case may be.

 

"Syndication
Agent" means
Bank of America, N.A., in its capacity as syndication agent in respect of this
Agreement.

 

"Taxes" has the
meaning set forth in Section
8.04(a).

 

"Termination
Date" means
(i) December 23, 2009, or (ii) such later day to which the Termination Date may
be extended pursuant to Section
2.01(c), but if
such day is not a Euro-Currency Business Day, then the Termination Date shall be
the next succeeding Euro-Currency Business Day unless such Euro-Currency
Business Day falls in another calendar month, in which case the Termination Date
shall be the next preceding Euro-Currency Business Day.

 

"Total
Outstanding Amount" means,
at any time, the aggregate Dollar Amount of all Loans outstanding at such time
plus the aggregate Dollar Amount of the Letter of Credit Liabilities of all
Lenders at such time.

 

"Unfunded
Liabilities" means,
with respect to any Plan at any time, the amount (if any) by which (i) the
present value of all benefits under such Plan exceeds (ii) the fair market value
of all Plan assets allocable to such benefits (excluding any accrued but unpaid
contributions), all determined as of the then most recent valuation date for
such Plan, but only to the extent that such excess represents a potential
liability of a member of the ERISA Group to the PBGC or any other Person under
Title IV of ERISA.

 

"United
States" means
the United States of America, including the States and the District of Columbia,
but excluding its territories and possessions.

 

"Unrefunded
Swingline Loans" has the
meaning set forth in Section
2.18(b).

 

"Wholly-Owned
Consolidated Subsidiary" means
any Consolidated Subsidiary all of the shares of capital stock or other
ownership interests of which (except for qualifying shares held by directors or
foreign nationals in accordance with applicable law) are at the time owned by
the Borrower or one or more other Wholly-Owned Consolidated
Subsidiaries.

 

 







14












 

Section
1.02  .
Accounting Terms and Determinations. Unless
otherwise specified herein, all accounting terms used herein shall be
interpreted, all accounting determinations hereunder shall be made, and all
financial statements required to be delivered hereunder shall be prepared in
accordance with U.S. generally accepted accounting principles as in effect from
time to time, applied on a basis consistent (except for changes concurred in by
the Company's independent public accountants) with the most recent audited
consolidated financial statements of the Company and its Consolidated
Subsidiaries delivered to the Lenders; provided that, if
the Company notifies the Administrative Agent that the Company wishes to amend
any covenant in Article
5 to
eliminate the effect of any change in U.S. generally accepted accounting
principles on the operation of such covenant (or if the Administrative Agent
notifies the Company that the Required Lenders wish to amend Article
5 for such
purpose), then the Company's compliance with such covenant shall be determined
on the basis of U.S. generally accepted accounting principles in effect
immediately before the relevant change in generally accepted accounting
principles became effective, until either such notice is withdrawn or such
covenant is amended in a manner satisfactory to the Company and the Required
Lenders.

 

Section
1.03  .
Types of Borrowings. The term
"Borrowing" denotes
the aggregation of Loans of one or more Lenders to be made to a single Borrower
pursuant to Article
2 in the
same currency on the same date, all of which Loans are of the same type (subject
to Article
8) and,
except in the case of Base Rate Loans, have the same initial Interest Period.
Borrowings are classified for purposes of this Agreement either by method of
determining interest on the Loans comprising such Borrowing (e.g., a
"Fixed
Rate Borrowing" is a
Euro-Currency Borrowing, a CD Borrowing or a Competitive Bid Borrowing
(excluding any such Borrowing consisting of Swingline Loans or Competitive Bid
LIBOR Loans bearing interest at the Base Rate), and a "Euro-Currency
Borrowing" is a
Borrowing comprised of Euro-Dollar Loans) or by reference to the provisions of
Article
2 under
which participation therein is determined (i.e., a
"Syndicated
Borrowing" is a
Borrowing under Section
2.01(a) in which
all Lenders participate in proportion to their Commitments, while a
"Competitive
Bid Borrowing" is a
Borrowing under Section
2.03 in which
the participating Lenders are determined on the basis of their bids in
accordance therewith).

 

     
ARTICLE 2  

THE
CREDIT

 



Section
2.01  .
Commitments to Lend. (a)
Syndicated Loans. During
the Revolving Credit Period each Lender severally agrees, on the terms and
conditions set forth in this Agreement, to make Loans denominated in Dollars or
in an Alternative Currency to any Borrower from time to time in amounts such
that (i) such
Lender's Outstanding Committed Amount shall not exceed its Commitment and
(ii) the
Total Outstanding Amount shall not exceed the aggregate amount of the
Commitments. Each Borrowing under this subsection (other than a Swingline
Takeout Borrowing) shall be in a minimum aggregate Dollar Amount of $5,000,000
and, in the case of a Dollar-Denominated Borrowing, a multiple of $1,000,000
(except that any such Borrowing may be in the aggregate amount available to the
Borrowers in accordance with Section
3.02 and any
such Borrowing pursuant to Section
2.16(a) or
Section
2.18(a) may be
in the amount specified therein) and shall be made from the several Lenders
ratably in proportion to their respective Commitments. Within the foregoing
limits, the Borrower may borrow under this Section, repay or prepay Loans and
reborrow at any time during the Revolving Credit Period under this
Section.

 

 







15












 


	(b)  	
      Swingline
      Loans.
      From time to time prior to the Termination Date, each Swingline Lender
      agrees, on the terms and conditions set forth in this Agreement, to make
      loans to the Company in Dollars pursuant to this subsection from time to
      time in amounts such that (i)
      its Outstanding Committed Amount shall not exceed the amount of its
      Commitment and (ii)
      the aggregate principal amount of Swingline Loans at any time outstanding
      shall not exceed $50,000,000. Within the foregoing limits, the Company may
      borrow under this subsection, repay or prepay Loans and reborrow at any
      time during the Revolving Credit Period under this subsection. Each
      Borrowing under this subsection 2.01(b)
      shall be in an aggregate principal amount of $100,000 or any larger
      multiple of $100,000 (except that any such Borrowing may be in the
      aggregate amount available in accordance with Section
      3.02),
      and shall be made from the Swingline Lenders ratably in proportion to
      their Commitments.




 


	(c)  	
      The
      Termination Date may be extended on up to two occasions in the manner set
      forth in this subsection (c)
      for a period of one year from the Termination Date then in effect. If the
      Company wishes to request an extension of the Termination Date, the
      Company shall give written notice to that effect to the Administrative
      Agent not less than 45 nor more than 90 days prior to the first or second
      anniversary of the date hereof, whereupon the Administrative Agent shall
      promptly notify each of the Lenders of such request. Each Lender will use
      its best efforts to respond to such request, whether affirmatively or
      negatively, as it may elect in its sole and absolute discretion, within 30
      days of such notice to the Administrative Agent. Any Lender not responding
      to such request within such time period shall be deemed to have responded
      negatively to such request. The Company may request the Lenders that do
      not elect to extend the Termination Date to assign their Commitments in
      their entirety to one or more Assignees pursuant to Section
      11.06
      which Assignees will agree to extend the Termination Date. If all Lenders
      (including such Assignees and excluding their respective transferor
      Lenders) respond affirmatively, then, subject to receipt by the
      Administrative Agent of counterparts of an Extension Agreement in
      substantially the form of Exhibit L hereto duly completed and signed by
      all of the parties thereto, the Termination Date shall be extended to the
      first anniversary of the Termination Date then in
  effect.




 

Section
2.02  .
Making of Committed Borrowings. The
Borrower shall give the Administrative Agent notice (a "Notice
of Committed Borrowing") (i)
not later than 12:00 Noon (New York City time) on (w) the date of each Base Rate
Borrowing, (x) the first Domestic Business Day before each CD Borrowing, (y) the
third Euro-Dollar Business Day before each Euro-Dollar Borrowing, and (z) the
fourth Euro-Currency Business Day before each Alternative Currency Borrowing and
(ii) not later than 2:00 P.M. (New York City time) on the date of each Swingline
Loan, specifying:

 


	(a)  	
      the
      date of such Borrowing, which shall be a Domestic Business Day in the case
      of a Domestic Borrowing or a Swingline Loan and a Euro-Currency Business
      Day in the case of a Euro-Currency
Borrowing;




 

 

 







16













	(b)  	
      the
      currency and the aggregate amount (in such currency) of such
      Borrowing;




 


	(c)  	
      whether
      the Loans comprising such Borrowing are to be Swingline
    Loans;




 


	(d)  	
      in
      the case of a Syndicated Borrowing in Dollars, whether the Loans
      comprising such Borrowing are to bear interest initially at the Base Rate,
      a CD Rate or a Euro-Currency Rate; and




 


	(e)  	
      in
      the case of a Fixed Rate Borrowing, the duration of the initial Interest
      Period applicable thereto, subject to the provisions of the definition of
      Interest Period.




 

Section
2.03  .
Competitive Bid Borrowings. (a) The
Competitive Bid Option. In
addition to Committed Borrowings pursuant to Section
2.01, the
Borrower may, as set forth in this Section, request the Lenders to make offers
to make Competitive Bid Loans in Dollars or in Canadian Dollars to the Borrower
from time to time during the Revolving Credit Period. The Lenders may, but shall
have no obligation to, make such offers and the Borrower may, but shall have no
obligation to, accept any such offers in the manner set forth in this
Section.

 


	(b)  	
      Competitive
      Bid Quote Request.
      When the Borrower wishes to request offers to make Competitive Bid Loans
      under this Section, it shall transmit to the Administrative Agent a
      request (a "Competitive
      Bid Quote Request")
      substantially in the form of Exhibit B hereto so as to be received not
      later than (x) 11:00 A.M. (New York City time) on the fourth Euro-Dollar
      Business Day before the date of Borrowing proposed therein, in the case of
      a LIBOR Auction or (y) 9:00 A.M. (New York City time) on the Domestic
      Business Day which is the date of Borrowing proposed therein, in the case
      of an Absolute Rate Auction (or, in either case, such other time or date
      as the Borrower and the Administrative Agent shall have mutually agreed
      and shall have notified to the Lenders not later than the date of the
      Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate
      Auction for which such change is to be effective)
    specifying:




 


	(i)  	
      the
      proposed date of Borrowing, which shall be a Euro-Dollar Business Day in
      the case of a LIBOR Auction or a Domestic Business Day in the case of an
      Absolute Rate Auction,




 


	(ii)  	
      the
      currency and aggregate Dollar Amount of such Borrowing, which shall be not
      less than $5,000,000 and, in the case of Dollar-Denominated Loans, a
      multiple of $1,000,000,




 


	(iii)  	
      the
      duration of the Interest Period applicable thereto, subject to the
      provisions of the definition of Interest Period,
and




 


	(iv)  	
      whether
      the Competitive Bid Quotes requested are to set forth a Competitive Bid
      Margin or a Competitive Bid Absolute Rate.




 

 

 







17












The
Borrower may request offers to make Competitive Bid Loans for more than one
Interest Period in a single Competitive Bid Quote Request. 

 


	(c)  	
      Invitation
      for Competitive Bid Quotes.
      Promptly after receiving a Competitive Bid Quote Request, the
      Administrative Agent shall send to the Lenders an invitation (an
      "Invitation
      for Competitive Bid Quotes")
      substantially in the form of Exhibit C hereto, which shall constitute an
      invitation by the Borrower to each Lender to submit Competitive Bid Quotes
      offering to make the Competitive Bid Loans to which such Competitive Bid
      Quote Request relates in accordance with this
Section.




 


	(d)  	
      Submission
      and Contents of Competitive Bid Quotes.
      (i)
      Each Lender may submit a quote (a "Competitive
      Bid Quote")
      containing an offer or offers to make Competitive Bid Loans in response to
      any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must
      comply with the requirements of this subsection 2.03(d)
      and must be submitted to the Administrative Agent by telex or facsimile at
      its address referred to in Section
      11.01
      not later than 11:00 A.M. (New York City time) on (x) the third
      Euro-Dollar Business Day before the proposed date of Borrowing, in the
      case of a LIBOR Auction or (y) the proposed date of Borrowing, in the case
      of an Absolute Rate Auction (or, in either case, such other time or date
      as the Borrower and the Administrative Agent shall have mutually agreed
      and shall have notified to the Lenders not later than the date of the
      Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate
      Auction for which such change is to be effective); provided
      that Competitive Bid Quotes submitted by the Administrative Agent (or any
      affiliate of the Administrative Agent) in the capacity of a Lender may be
      submitted, and may only be submitted, if the Administrative Agent or such
      affiliate notifies the Borrower of the terms of the offer or offers
      contained therein not later than (x) one hour before the deadline for the
      other Lenders, in the case of a LIBOR Auction or (y) 15 minutes before the
      deadline for the other Lenders, in the case of an Absolute Rate Auction.
      Subject to Articles 3
      and 8,
      any Competitive Bid Quote so made shall not be revocable except with the
      written consent of the Administrative Agent given on the instructions of
      the Borrower.




 


	(ii)  	
      Each
      Competitive Bid Quote shall be substantially in the form of Exhibit D
      hereto and shall in any case specify:




 

(A)  the
proposed date of Borrowing,

 


	(B)  	
      the
      principal amount of the Competitive Bid Loan for which each such offer is
      being made, which principal amount (w) may be greater than or less than
      the Commitment of the quoting Lender, (x) must be a Dollar Amount of at
      least $5,000,000 and, in the case of a Dollar-Denominated Loan, a multiple
      of $1,000,000, (y) may not exceed the principal amount of Competitive Bid
      Loans for which offers were requested and (z) may be subject to an
      aggregate limitation as to the principal amount of Competitive Bid Loans
      for which offers being made by such quoting Lender may be
      accepted,




 

 

 







18













	(C)  	
      in
      the case of a LIBOR Auction, the margin above or below the Applicable
      Interbank Offered Rate (the "Competitive
      Bid Margin")
      offered for each such Competitive Bid Loan, expressed as a percentage
      (specified to the nearest 1/10,000th of 1%) to be added to or subtracted
      from such base rate,




 


	(D)  	
      in
      the case of an Absolute Rate Auction, the rate of interest per annum
      (specified to the nearest 1/10,000th of 1%) (the "Competitive
      Bid Absolute Rate")
      offered for each such Competitive Bid Loan,
and




 

(E)  the
identity of the quoting Lender.

 

A
Competitive Bid Quote may set forth up to five separate offers by the quoting
Lender with respect to each Interest Period specified in the related Invitation
for Competitive Bid Quotes.

 

(iii)  Any
Competitive Bid Quote shall be disregarded if it:

 


	(A)  	
      is
      not substantially in conformity with Exhibit D hereto or does not specify
      all of the information required by subsection (d)(ii)
      above;




 


	(B)  	
      contains
      qualifying, conditional or similar
language;




 


	(C)  	
      proposes
      terms other than or in addition to those set forth in the applicable
      Invitation for Competitive Bid Quotes; or




 

(D)  arrives
after the time set forth in subsection (d)(i).

 


	(e)  	
      Notice
      to Borrower.
      The Administrative Agent shall promptly notify the Borrower of the terms
      of (i)
      any Competitive Bid Quote submitted by a Lender that is in accordance with
      subsection (d)
      and (ii)
      any Competitive Bid Quote that amends, modifies or is otherwise
      inconsistent with a previous Competitive Bid Quote submitted by such
      Lender with respect to the same Competitive Bid Quote Request. Any such
      subsequent Competitive Bid Quote shall be disregarded by the
      Administrative Agent unless such subsequent Competitive Bid Quote is
      submitted solely to correct a manifest error in such former Competitive
      Bid Quote. The Administrative Agent's notice to the Borrower shall specify
      (A)
      the aggregate principal amount of Competitive Bid Loans for which offers
      have been received for each Interest Period specified in the related
      Competitive Bid Quote Request, (B)
      the respective principal amounts and Competitive Bid Margins or
      Competitive Bid Absolute Rates, as the case may be, so offered and
      (C) if
      applicable, limitations on the aggregate principal amount of Competitive
      Bid Loans for which offers in any single Competitive Bid Quote may be
      accepted.




 

 

 







19













	(f)  	
      Acceptance
      and Notice by Borrower.
      Not later than 12:00 Noon (New York City time) on (x) the third
      Euro-Dollar Business Day before the proposed date of Borrowing, in the
      case of a LIBOR Auction or (y) the proposed date of Borrowing, in the case
      of an Absolute Rate Auction (or, in either case, such other time or date
      as the Borrower and the Administrative Agent shall have mutually agreed
      and shall have notified to the Lenders not later than the date of the
      Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate
      Auction for which such change is to be effective), the Borrower shall
      notify the Administrative Agent of its acceptance or non-acceptance of the
      offers so notified to it pursuant to subsection (e). In the case of
      acceptance, such notice (a "Notice
      of Competitive Bid Borrowing")
      shall specify the aggregate principal amount of offers for each Interest
      Period that are accepted. The Borrower may accept any Competitive Bid
      Quote in whole or in part; provided
      that:




 


	(i)  	
      the
      aggregate principal amount of each Competitive Bid Borrowing may not
      exceed the applicable amount set forth in the related Competitive Bid
      Quote Request;




 


	(ii)  	
      the
      Dollar Amount of each Competitive Bid Borrowing must be at least
      $5,000,000 and, in the case of Dollar-Denominated Loans, a multiple of
      $1,000,000;




 


	(iii)  	
      acceptance
      of offers may only be made on the basis of ascending Competitive Bid
      Margins or Competitive Bid Absolute Rates, as the case may be;
      and




 


	(iv)  	
      the
      Borrower may not accept any offer that is described in subsection (d)(iii)
      or that otherwise fails to comply with the requirements of this
      Agreement.




 


	(g)  	
      Allocation
      by Administrative Agent.
      If offers are made by two or more Lenders with the same Competitive Bid
      Margins or Competitive Bid Absolute Rates, as the case may be, for a
      greater aggregate principal amount than the amount in respect of which
      such offers are accepted for the related Interest Period, the principal
      amount of Competitive Bid Loans in respect of which such offers are
      accepted shall be allocated by the Administrative Agent among such Lenders
      as nearly as possible (in multiples of $1,000,000 or Can $1,000,000, as
      the Administrative Agent may deem appropriate) in proportion to the
      aggregate principal amounts of such offers. Determinations by the
      Administrative Agent of the amounts of Competitive Bid Loans shall be
      conclusive in the absence of manifest
error.




 

 

 







20












Section
2.04  .
Notice to Lenders; Funding of Loans. (a) Upon
receipt of a Notice of Borrowing, the Administrative Agent shall promptly (but
in any event on the same day) notify each Lender participating therein of the
contents thereof and of such Lender's ratable share of such Borrowing and such
Notice of Borrowing shall not thereafter be revocable by the
Borrower.

 


	(b)  	
      On
      the date of each Borrowing, each Lender participating therein shall make
      available its ratable share of such
Borrowing:




 


	(A)  	
      if
      such Borrowing is to be made in Dollars, not later than 12:00 Noon (New
      York City time), in funds immediately available in New York City, to the
      Administrative Agent at its office specified in or pursuant to
      Section
      11.01;
      or




 


	(B)  	
      if
      such Borrowing is to be made in an Alternative Currency, in such
      Alternative Currency (in funds immediately available to the Administrative
      Agent or such funds as may then be customary for the settlement of
      international transactions in such Alternative Currency) to the account of
      the Administrative Agent at such time and place as shall have been
      notified by the Administrative Agent to the Borrower and the
      Lenders.




 

Unless
the Administrative Agent determines that any applicable condition specified in
Article
3 has not
been satisfied, (i) if such Borrowing is to be made in Dollars or Canadian
Dollars, the Administrative Agent shall make such aggregate funds available to
the Borrower by depositing the proceeds thereof, in like funds as received by
the Administrative Agent, in the account of the Borrower with the Administrative
Agent as promptly as practicable, but in no event later than 2:00 P.M. (New York
City time) on the date of such Borrowing and (ii) if such Borrowing is to be
made in another Alternative Currency, the Administrative Agent will make the
funds so received from the Lenders available to the Borrower at the aforesaid
address.

 


	(c)  	
      Unless
      the Administrative Agent shall have received notice from a Lender prior to
      the date of any Borrowing that such Lender will not make available to the
      Administrative Agent such Lender's share of such Borrowing, the
      Administrative Agent may assume that such Lender has made such share
      available to the Administrative Agent on the date of such Borrowing in
      accordance with subsection (b) of this Section
      2.04
      and the Administrative Agent may, in reliance upon such assumption, make
      available to the Borrower on such date a corresponding amount. If and to
      the extent that such Lender shall not have so made such share available to
      the Administrative Agent, such Lender and the Borrower severally agree to
      repay to the Administrative Agent forthwith on demand such corresponding
      amount together with interest thereon, for each day from the date such
      amount is made available to the Borrower until the date such amount is
      repaid to the Administrative Agent, at the Federal Funds Rate (if such
      Borrowing is in Dollars) or the Applicable Interbank Offered Rate (if such
      Borrowing is in an Alternative Currency). If such Lender shall repay to
      the Administrative Agent such corresponding amount, such amount so repaid
      shall constitute such Lender's Loan included in such Borrowing for
      purposes of this Agreement. Nothing contained in this subsection (c) shall
      relieve any Lender which has failed to make available its share of any
      Borrowing hereunder from its obligation to do so in accordance with the
      terms hereof.




 

 

 







21













	(d)  	
      The
      failure of any Lender to make available to the Administrative Agent its
      share of any Borrowing on the date of such Borrowing shall not relieve any
      other Lender of its obligation, if any, hereunder to make available to the
      Administrative Agent its share of such Borrowing, but no Lender shall be
      responsible for the failure of any other Lender to make available the
      share of any Borrowing to be made available by such other Lender on such
      date of Borrowing.




 

Section
2.05  .
Registry; Notes. (a) The
Administrative Agent shall maintain a register (the "Register") on
which it will record the Commitment of each Lender, each Loan made by such
Lender and each repayment of any Loan made by such Lender. Any such recordation
by the Administrative Agent on the Register shall be presumptively correct,
absent manifest error. Failure to make any such recordation, or any error in
such recordation, shall not affect any Borrower's obligations
hereunder.

 


	(b)  	
      Each
      Borrower hereby agrees that, promptly upon the request of any Lender at
      any time, such Borrower shall deliver to such Lender a single Note, in
      substantially the form of Exhibit A hereto, duly executed by such Borrower
      and payable to the order of such Lender and representing the obligation of
      such Borrower to pay the unpaid principal amount of all Loans made to such
      Borrower by such Lender, with interest as provided herein on the unpaid
      principal amount from time to time
outstanding.




 


	(c)  	
      Each
      Lender shall record the date, amount and maturity of each Loan made by it
      and the date and amount of each payment of principal made by the Borrower
      with respect thereto, and each Lender receiving a Note pursuant to this
      Section, if such Lender so elects in connection with any transfer or
      enforcement of any Note, may endorse on the schedule forming a part
      thereof appropriate notations to evidence the foregoing information with
      respect to each such Loan then outstanding; provided
      that neither the failure of such Lender to make any such recordation or
      endorsement nor any error therein shall affect the obligations of any
      Borrower hereunder or under the Notes. Such Lender is hereby irrevocably
      authorized by each Borrower so to endorse any Note and to attach to and
      make a part of any Note a continuation of any such schedule as and when
      required.




 

Section
2.06  .
Maturity of Loans. (a) Each
Committed Loan shall mature, and the principal amount thereof shall be due and
payable, together with accrued interest thereon on the Termination
Date.

 


	(b)  	
      Each
      Competitive Bid Loan included in any Competitive Bid Borrowing shall
      mature, and the principal amount thereof shall be due and payable
      (together with interest accrued thereon) on the last day of the Interest
      Period applicable to such Borrowing.




 

 

 







22












Section
2.07  .
Interest Rates. (a) Each
Base Rate Loan shall bear interest on the outstanding principal amount thereof,
for each day from the date such Loan is made to but excluding the date it
becomes due, at a rate per annum equal to the Base Rate for such day. Such
interest shall be payable to but excluding the date of actual payment in arrears
on each Quarterly Date and, with respect to the principal amount of any Base
Rate Loan converted to a CD Loan or a Euro-Dollar Loan, on each date a Base Rate
Loan is so converted. Any overdue principal of or overdue interest on any Base
Rate Loan shall bear interest, payable on demand, for each day until paid at a
rate per annum equal to the sum of 1% plus the Base Rate for such
day.

 


	(b)  	
      Each
      CD Loan shall bear interest on the outstanding principal amount thereof,
      for each day during each Interest Period applicable thereto, at a rate per
      annum (the "CD
      Rate")
      equal to the sum of the CD Margin for such day plus the Adjusted CD Rate
      applicable to such Interest Period; provided
      that if any CD Loan shall, as a result of clause (4)(b) of the definition
      of Interest Period, have an Interest Period of less than 30 days, such CD
      Loan shall bear interest during such Interest Period at the Base Rate
      during such period. Such interest shall be payable for each Interest
      Period on the last day thereof and, if such Interest Period is longer than
      90 days, at intervals of 90 days after the first day thereof. Any overdue
      principal of or overdue interest on any CD Loan shall bear interest,
      payable on demand, for each day until paid at a rate per annum equal to
      the sum of 1% plus the Base Rate for such
day.




 

The
"Adjusted
CD Rate"
applicable to any Interest Period means a rate per annum determined pursuant to
the following formula:

 


	
      ACDR
      =
	
      [
      CDBR ]*

      [ -
      - -] + AR

      [
      1.00 - DRP ]

       

	
      ACDR
      = Adjusted CD Rate

      CDBR
      = CD Base Rate

      DRP
      = Domestic Reserve Percentage

      AR
      = Assessment Rate

	 



_________________


	
      *
	
      The
      amount in brackets being rounded upward, if necessary, to the next higher
      1/100 of 1%







The
"CD
Base Rate"
applicable to any Interest Period is the rate of interest determined by the
Administrative Agent to be the average (rounded upward, if necessary, to the
next higher 1/100 of 1%) of the prevailing rates per annum bid at 10:00 A.M.
(New York City time) (or as soon thereafter as practicable) on the first day of
such Interest Period by two or more New York certificate of deposit dealers of
recognized standing for the purchase at face value from each CD Reference Bank
of its certificates of deposit in an amount comparable to the principal amount
of the CD Loan of such CD Reference Bank to which such Interest Period applies
and having a maturity comparable to such Interest Period.

 

 







23












 

"Domestic
Reserve Percentage" means
for any day that percentage (expressed as a decimal) which is in effect on such
day, as prescribed by the Board of Governors of the Federal Reserve System (or
any successor) for determining the maximum reserve requirement (including
without limitation any basic, supplemental or emergency reserves) for a member
bank of the Federal Reserve System in New York City with deposits exceeding five
billion dollars in respect of new non-personal time deposits in dollars in New
York City having a maturity comparable to the related Interest Period and in an
amount of $100,000 or more. The Adjusted CD Rate shall be adjusted automatically
on and as of the effective date of any change in the Domestic Reserve
Percentage.

 

"Assessment
Rate" means
for any day the annual assessment rate in effect on such day which is payable by
a member of the Bank Insurance Fund classified as adequately capitalized and
within supervisory subgroup "A" (or a
comparable successor assessment risk classification) within the meaning of 12
C.F.R. ¡ ̈¬ 327.4(a) (or any successor provision) to the Federal Deposit
Insurance Corporation (or any successor) for such Corporation's (or such
successor's) insuring time deposits at offices of such institution in the United
States. The Adjusted CD Rate shall be adjusted automatically on and as of the
effective date of any change in the Assessment Rate.

 


	(c)  	
      Each
      Euro-Currency Loan shall bear interest on the outstanding principal amount
      thereof, for each day during each Interest Period applicable thereto, at a
      rate per annum (the "Euro-Currency
      Rate")
      equal to the sum of (i) the Euro-Currency Margin for such day plus (ii)
      the Applicable Interbank Offered Rate applicable to such Interest Period
      plus (iii) the applicable Mandatory Cost, if any. Such interest shall be
      payable for each Interest Period on the last day thereof and, if such
      Interest Period is longer than three months, at intervals of three months
      after the first day thereof.




 

The
"Applicable
Interbank Offered Rate"
applicable to any Euro-Currency Loan for any Interest Period means the rate
appearing on the Screen at approximately 11:00 A.M. (London time) on the Rate
Fixing Date as the rate for deposits in Dollars or the relevant Alternative
Currency with a maturity comparable to such Interest Period. If no rate appears
on the Screen for the necessary currency and period, then the "Applicable
Interbank Offered Rate" with
respect to such Euro-Currency Loan for such Interest Period shall be the average
of the rates (rounded, if necessary, to the next higher 1/100 of 1%) at which
deposits of that currency with a maturity comparable to such Interest Period are
offered to each of the Reference Banks in the London interbank market at
approximately 11:00 A.M. (London time), on the Rate Fixing Date.

 

The
"Screen" means
(i) with respect to Dollar-Denominated Loans, Telerate Page 3750 and (ii) with
respect to Alternative Currency Loans, the Telerate page selected by the
Administrative Agent that displays rates for interbank deposits in the
appropriate Alternative Currency. If these pages are replaced by others which
display rates for interbank deposits offered by leading banks in London, the
Administrative Agent may use such pages as an alternative source of screen
rates.

 

 







24












 

"Rate
Fixing Date" means,
with respect to any Interest Period, (i) in respect of British Sterling, the
first day of such Interest Period and (ii) in respect of any other currency, the
date falling two Euro-Currency Business Days before the first day of such
Interest Period.

 


	(d)  	
      Any
      overdue principal of or interest on any Euro-Currency Loan shall bear
      interest, payable on demand, for each day until paid at a rate per annum
      equal to (x) in case of any Euro-Dollar Loan, the sum of 1% plus the Base
      Rate for such date and (y) in case of any Alternative Currency Loan
      (i)
      from and including the date the payment thereof was due to but excluding
      the last day of the Interest Period then in effect, the sum of 1% plus the
      Euro-Currency Margin for such day plus the Applicable Interbank Offered
      Rate applicable to such Loan at the date such payment was due and
      (ii)
      thereafter, the sum of 1% plus the Euro-Currency Margin for such day plus
      the quotient obtained (rounded upward, if necessary, to the next higher
      1/100 of 1%) by dividing (A) the average (rounded upward, if necessary, to
      the next higher 1/100 of 1%) of the respective rates per annum at which
      one day (or, if such amount due remains unpaid more than three
      Euro-Currency Business Days, then for such other period of time not longer
      than three months as the Administrative Agent may select) deposits in an
      amount approximately equal to such overdue payment due to each of the
      Reference Banks are offered to such Reference Bank in the London interbank
      market for the applicable period determined as provided above by (B) 1.00
      minus the Euro-Currency Reserve Percentage.




 


	(e)  	
      Each
      Swingline Loan shall bear interest on the outstanding principal amount
      thereof, for each day from the date such Loan is made until it becomes
      due, at a rate per annum equal to the Base Rate for such day. Interest on
      each Swingline Loan shall be payable in arrears on each Quarterly Date.
      Any overdue principal of or interest on any Swingline Loan shall bear
      interest, payable on demand, for each day until paid at a rate per annum
      equal to the sum of 1% plus the Base Rate for such
day.




 


	(f)  	
      Subject
      to Section
      8.01,
      the unpaid principal amount of each Competitive Bid LIBOR Loan shall bear
      interest on the outstanding principal amount thereof, for the Interest
      Period applicable thereto, at a rate per annum equal to the sum of the
      Applicable Interbank Offered Rate for such Interest Period (determined in
      accordance with Section
      2.07(c) as
      if the related Competitive Bid LIBOR Borrowing were a Euro-Currency
      Borrowing) plus (or minus) the Competitive Bid Margin quoted by the Lender
      making such Loan. The unpaid principal amount of each Competitive Bid
      Absolute Rate Loan shall bear interest on the outstanding principal amount
      thereof, for the Interest Period applicable thereto, at a rate per annum
      equal to the Competitive Bid Absolute Rate quoted by the Lender making
      such Loan. Such interest shall be payable for each Interest Period on the
      last day thereof and, if such Interest Period is longer than three months,
      at intervals of three months after the first day thereof. Any overdue
      principal of or interest on any Competitive Bid Loan shall bear interest,
      payable on demand, for each day until paid at the applicable rate per
      annum determined in accordance with Section 2.07(d) as if such Competitive
      Bid Loan were a Committed Loan denominated in the same
      currency.




 

 







25













	(g)  	
      The
      Administrative Agent shall determine each interest rate applicable to the
      Loans hereunder. The Administrative Agent shall give prompt notice to the
      Borrower and the participating Lenders of each rate of interest so
      determined, and its determination thereof shall be conclusive in the
      absence of manifest error.




 

Section
2.08  .
Fees. (a) The
Company shall pay to the Administrative Agent for the account of the Lenders
ratably a facility fee in Dollars at the Facility Fee Rate (determined daily in
accordance with the Pricing Schedule) on the daily aggregate amount of the
Credit Exposures. Such facility fee shall accrue from and including the
Effective Date to but excluding the date that the Credit Exposures are reduced
to zero.

 


	(b)  	
      The
      Company shall pay to the Administrative Agent (i)
      for the account of the Lenders ratably a letter of credit fee in Dollars
      accruing daily on the Dollar Amount of the aggregate amount available for
      drawing under all outstanding Letters of Credit at the Letter of Credit
      Fee Rate (determined daily in accordance with the Pricing Schedule) and
      (ii)
      for the account of each Issuing Lender a letter of credit fronting fee
      accruing daily on the aggregate Dollar Amount of all Letters of Credit
      issued by such Issuing Lender at a rate per annum mutually agreed from
      time to time by the Company and such Issuing
Lender.




 


	(c)  	
      Accrued
      fees under this Section shall be payable quarterly in arrears on each
      Quarterly Date and on the date of termination of the Commitments in their
      entirety (and, if later, the date the Credit Exposures are reduced to
      zero).




 

Section
2.09  .
Optional Termination or Reduction of Commitments. During
the Revolving Credit Period, the Company may, upon at least three Domestic
Business Days' notice to the Administrative Agent, (i) terminate the Commitments
at any time, if no Loans or Letter of Credit Liabilities are outstanding at such
time or (ii) ratably and permanently reduce from time to time by an aggregate
amount of at least $25,000,000 or a larger multiple of $5,000,000, the aggregate
amount of the Commitments in excess of the Total Outstanding
Amount.

 

Section
2.10  .
Method of Electing Interest Rates. (a) The
Loans included in each Syndicated Borrowing of Dollar-Denominated Loans shall
bear interest initially at the type of rate specified by the Borrower in the
applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time
to time elect to change or continue the type of interest rate borne by each
Group of Loans (subject in each case to the provisions of Article
8 and the
last sentence of this subsection (a)), as follows:

 


	(i)  	
      if
      such Loans are Base Rate Loans, the Borrower may elect to convert such
      Loans to CD Loans as of any Domestic Business Day or to Euro-Dollar Loans
      as of any Euro-Dollar Business Day;




 

 







26













	(ii)  	
      if
      such Loans are CD Loans, the Borrower may elect to convert such Loans to
      Base Rate Loans or Euro-Dollar Loans or elect to continue such Loans as CD
      Loans for an additional Interest Period, subject to Section
      2.14 in
      the case of any such conversion or continuation effective on any day other
      than the last day of the then current Interest Period applicable to such
      Loans; and




 


	(iii)  	
      if
      such Loans are Euro-Dollar Loans, the Borrower may elect to convert such
      Loans to Base Rate Loans or elect to continue such Loans as Euro-Dollar
      Loans for an additional Interest Period, subject to Section
      2.14 in
      the case of any such conversion or continuation effective on any day other
      than the last day of the then current Interest Period applicable to such
      Loans.




 

Each such
election shall be made by delivering a notice (a "Notice
of Interest Rate Election") to the
Administrative Agent not later than 11:00 A.M. (New York City time) on the third
Euro-Dollar Business Day before the conversion or continuation selected in such
notice is to be effective (unless the relevant Loans are to be converted to
Domestic Loans of the other type or are CD Rate Loans to be continued as CD Rate
Loans for an additional Interest Period, in which case such notice shall be
delivered to the Administrative Agent not later than 11:00 A.M. (New York City
time) on the second Domestic Business Day before such conversion or continuation
is to be effective). A Notice of Interest Rate Election may, if it so specifies,
apply to only a portion of the aggregate principal amount of the relevant Group
of Loans, provided that (i)
such portion is allocated ratably among the Loans comprising such Group and (ii)
the portion to which such Notice of Interest Rate Election applies, and the
remaining portion to which it does not apply, are each $5,000,000 or any larger
multiple of $1,000,000 (unless such portion is comprised of Base Rate
Loans).

 

(b)  Each
Notice of Interest Rate Election shall specify:

 


	(i)  	
      the
      Group of Loans (or portion thereof) to which such notice
      applies;




 


	(ii)  	
      the
      date on which the conversion or continuation selected in such notice is to
      be effective, which shall comply with the applicable clause of subsection
      2.10(a)
      above;




 


	(iii)  	
      if
      the Loans comprising such Group are to be converted, the new type of Loans
      and, if the Loans being converted are to be Fixed Rate Loans, the duration
      of the next succeeding Interest Period applicable thereto;
    and




 


	(iv)  	
      if
      such Loans are to be continued as CD Loans or Euro-Dollar Loans for an
      additional Interest Period, the duration of such additional Interest
      Period.




 

Each
Interest Period specified in a Notice of Interest Rate Election shall comply
with the provisions of the definition of the term "Interest
Period".

 

 







27













	(c)  	
      Upon
      receipt of a Notice of Interest Rate Election from the Borrower pursuant
      to subsection 2.10(a)
      above, the Administrative Agent shall promptly notify each Lender of the
      contents thereof and such notice shall not thereafter be revocable by the
      Borrower. If no Notice of Interest Rate Election is timely received prior
      to the end of an Interest Period for any Group of Fixed Rate Loans, the
      Borrower shall be deemed to have elected that such Group of Loans be
      continued on the last day of such Interest Period for an additional
      Interest Period of 30 days or one month, as the case may be (subject to
      the provisions of the definition of Interest
Period).




 


	(d)  	
      An
      election by the Borrower to change or continue the rate of interest
      applicable to any Group of Loans pursuant to this Section shall not
      constitute a Borrowing subject to the provisions of Section
      3.02.




 


	(e)  	
      The
      initial Interest Period for each Syndicated Borrowing of Alternative
      Currency Loans shall be specified by the Borrower in the applicable Notice
      of Committed Borrowing. The Borrower may specify the duration of each
      subsequent Interest Period applicable to such Group of Loans by delivering
      to the Administrative Agent not later than 11:00 A.M. (New York City time)
      on the fourth Euro-Currency Business Day before the end of the immediately
      preceding Interest Period a notice specifying the Group of Loans to which
      such notice applies and the duration of such subsequent Interest Period
      (which shall comply with the provisions of the definition of Interest
      Period). Such notice may, if it so specifies, apply to only a portion of
      the aggregate principal amount of the relevant Group of Loans;
      provided
      that (i)
      such portion is allocated ratably among the Loans comprising such Group
      and (ii)
      the Dollar Amounts of the portion to which such notice applies, and the
      remaining portion to which it does not apply, are each at least
      $5,000,000. If no such notice is timely received by the Administrative
      Agent before the end of any applicable Interest Period, the Borrower shall
      be deemed to have elected that the subsequent Interest Period for such
      Group of Loans shall have a duration of one month (subject to the
      provisions of the definition of Interest
Period).




 

Section
2.11  .
Scheduled Termination of Commitments. The
Commitments shall terminate on the Termination Date, and any Loans then
outstanding (together with accrued interest thereon) shall be due and payable on
such date.

 

Section
2.12  .
Optional Prepayments. (a) Subject
in the case of any Fixed Rate Loan to Section
2.14, the
Borrower may, upon at least one Domestic Business Day's notice to the
Administrative Agent, prepay any Group of Domestic Loans, any Swingline Loans or
any Competitive Bid Borrowing bearing interest at the Base Rate pursuant to
Section
8.01, upon at
least three Euro-Dollar Business Day's notice to the Administrative Agent,
prepay any Group of Euro-Dollar Loans or upon at least four Euro-Currency
Business Days' notice to the Administrative Agent, prepay any Group of
Euro-Currency Loans, in each case in whole at any time, or from time to time in
part in Dollar Amounts aggregating not less than $5,000,000 ($100,000 in the
case of a Swingline Loan), by paying the principal amount to be prepaid together
with accrued interest thereon to the date of prepayment. Each such optional
prepayment shall be applied to prepay ratably the Loans of the several Lenders
included in such Borrowing.

 

 







28












 


	(b)  	
      Except
      as provided in subsection 2.12(a)
      above, the Borrower may not prepay all or any portion of the principal
      amount of any Competitive Bid Loan prior to the maturity thereof without
      the consent of the Lender of such Competitive Bid
Loan.




 


	(c)  	
      Upon
      receipt of a notice of prepayment pursuant to this Section, the
      Administrative Agent shall promptly notify each Lender of the contents
      thereof and of such Lender's ratable share (if any) of such prepayment and
      such notice shall not thereafter be revocable by the
    Borrower.




 

Section
2.13  .
General Provisions as to Payments. (a) The
Borrowers shall make each payment of principal of, and interest on, the
Dollar-Denominated Loans, of Letter of Credit Liabilities denominated in Dollars
and of fees hereunder, not later than 12:00 Noon (New York City time) on the
date when due, in Dollars in funds immediately available in New York City, to
the Administrative Agent at its address referred to in Section
11.01. The
Borrowers shall make each payment of principal of, and interest on, the
Alternative Currency Loans in the relevant Alternative Currency in such funds as
may then be customary for the settlement of international transactions in such
Alternative Currency, to such account and at such time and at such place as
shall have been agreed by the Administrative Agent and the Company. In any
event, all payments to be made by the Borrowers hereunder shall be made without
condition or deduction for any counterclaim, defense, recoupment or set-off. The
Administrative Agent will promptly distribute to each Lender its ratable share
of each such payment received by the Administrative Agent for the account of the
Lenders. Whenever any payment of principal of, or interest on, the Domestic
Loans, Swingline Loans or Letter of Credit Liabilities denominated in Dollars or
of fees shall be due on a day which is not a Domestic Business Day, the date for
payment thereof shall be extended to the next succeeding Domestic Business Day.
Whenever any payment of principal of, or interest on, the Euro-Currency Loans
shall be due on a day which is not a Euro-Currency Business Day, the date for
payment thereof shall be extended to the next succeeding Euro-Currency Business
Day unless such Euro-Currency Business Day falls in another calendar month, in
which case the date for payment thereof shall be the next preceding
Euro-Currency Business Day. Whenever any payment of principal of, or interest
on, the Competitive Bid Loans shall be due on a day which is not a Euro-Dollar
Business Day, the date for payment thereof shall be extended to the next
succeeding Euro-Dollar Business Day. Whenever any payment of Letter of Credit
Liabilities denominated in an Alternative Currency shall be due on a day which
is not a Euro-Currency Business Day, the date for payment thereof shall be
extended to the next succeeding Euro-Currency Business Day. If the date for any
payment of principal is extended by operation of law or otherwise, interest
thereon shall be payable for such extended time.

 


	(b)  	
      Unless
      the Administrative Agent shall have received notice from the Borrower
      prior to the date on which any payment is due to the Lenders hereunder
      that the Borrower will not make such payment in full, the Administrative
      Agent may assume that the Borrower has made such payment in full to the
      Administrative Agent on such date and the Administrative Agent may, in
      reliance upon such assumption, cause to be distributed to each Lender on
      such due date an amount equal to the amount then due such Lender. If and
      to the extent that the Borrower shall not have so made such payment, each
      Lender shall repay to the Administrative Agent forthwith on demand such
      amount distributed to such Lender together with interest thereon, for each
      day from the date such amount is distributed to such Lender until the date
      such Lender repays such amount to the Administrative Agent, at
      (i)
      the Federal Funds Rate (if such amount was distributed in Dollars) or
      (ii)
      the rate per annum at which one-day deposits in the relevant currency are
      offered by the principal London office of the Administrative Agent in the
      London interbank market for such day (if such amount was distributed in an
      Alternative Currency).




 







29












Section
2.14  .
Funding Losses. If: 

 


	(a)  	
      the
      Borrower makes any payment of principal with respect to any Fixed Rate
      Loan or any Fixed Rate Loan is converted (pursuant to Article
      2,
      Article
      6 or
      8 or
      otherwise) on any day other than the last day of an Interest Period
      applicable thereto, or the last day of an applicable period fixed pursuant
      to Section
      2.07(d);
      




 


	(b)  	
      any
      lender or lenders purchase the outstanding Loans of any Lender pursuant to
      Section
      8.06 on
      any day other than the last day of an Interest Period applicable thereto;
      or




 


	(c)  	
      the
      Borrower fails to borrow, prepay, convert or continue any Fixed Rate Loans
      after notice has been given to any Lender in accordance with Section
      2.04,
      2.10(c) or
      2.12(c);
      




 

then the
Borrower shall reimburse each Lender through the Administrative Agent within 30
days after demand for any resulting loss or expense incurred by it (or by an
existing or prospective Participant in the related Loan), including (without
limitation) any loss incurred in obtaining, liquidating or employing deposits
from third parties, but excluding loss of margin for the period after any such
payment or conversion or failure to borrow, prepay, convert or continue,
provided that
such Lender shall have delivered to the Borrower and the Administrative Agent a
certificate containing a computation in reasonable detail as to the amount of
such loss or expense, which certificate shall be conclusive in the absence of
manifest error.

 

Section
2.15  .
Computation of Interest and Fees. (a) Interest
(i) on
Alternative Currency Loans denominated in British Sterling or (ii) based on
the Prime Rate hereunder shall be computed on the basis of a year of 365 days
(or 366 days in a leap year) and paid for the actual number of days elapsed
(including the first day but excluding the last day). All other interest and
fees shall be computed on the basis of a year of 360 days and paid for the
actual number of days elapsed (including the first day but excluding the last
day); provided that if
the Administrative Agent reasonably determines that a different basis of
computation is the market convention for a particular Alternative Currency, such
different basis shall be used, so long as the Company shall have consented
thereto (such consent not to be unreasonably withheld).

 


	(b)  	
      For
      the purposes of the Interest Act (Canada), (i) whenever a rate of interest
      or fee rate hereunder is calculated on the basis of a year (the "deemed
      year") that contains fewer days than the actual number of days in the
      calendar year of calculation, such rate of interest or fee rate shall be
      expressed as a yearly rate by multiplying such rate of interest or fee
      rate by the actual number of days in the calendar year of calculation and
      dividing it by the number of days in the deemed year, (ii) the principal
      of deemed reinvestment of interest shall not apply to any interest
      calculation hereunder and (iii) the rates of interest stipulated herein
      are intended to be nominal rates and not effective rates or
      yields.




 







30












Section
2.16  .
Letters of Credit. (a) Subject
to the terms and conditions hereof, the Issuing Lender designated by a Borrower
for a specific issuance shall issue Letters of Credit hereunder denominated in
Dollars or in an Alternative Currency (as designated by the Borrower) from time
to time before the fifth Euro-Currency Business Day preceding the Termination
Date upon such Borrower's request; provided that,
immediately after each Letter of Credit is issued (i) the
Total Outstanding Amount shall not exceed the aggregate amount of the
Commitments and (ii) the
aggregate Dollar Amount of Letter of Credit Liabilities shall not exceed
$200,000,000. Upon the date of issuance by the Issuing Lender of a Letter of
Credit, the Issuing Lender shall be deemed, without further action by any party
hereto, to have sold to each Lender, and each Lender shall be deemed, without
further action by any party hereto, to have purchased from the Issuing Lender, a
participation in such Letter of Credit and the related Letter of Credit
Liabilities in the proportion their respective Commitments bear to the aggregate
Commitments.

 


	(b)  	
      The
      Borrower shall give the Issuing Lender notice at least four Euro-Currency
      Business Days prior to the requested issuance of a Letter of Credit
      specifying the date such Letter of Credit is to be issued, the amount
      thereof, whether it is to be issued in Dollars or an Alternative Currency,
      the expiry thereof, the beneficiary thereof and the conditions to drawing
      thereunder (such notice, including any such notice given in connection
      with the extension of a Letter of Credit, a "Notice
      of Issuance").
      Upon receipt of a Notice of Issuance, the Issuing Lender shall promptly
      notify the Administrative Agent, and the Administrative Agent shall
      promptly notify each Lender of the contents thereof and of the amount of
      such Lender's participation in such Letter of Credit. The issuance by the
      Issuing Lender of each Letter of Credit shall, in addition to the
      conditions precedent set forth in Article
      3,
      be subject to the conditions precedent that such Letter of Credit shall be
      in such form and contain such terms as shall be reasonably satisfactory to
      the Issuing Lender and that the Borrower shall have executed and delivered
      such other customary instruments and agreements relating to such Letter of
      Credit as the Issuing Lender shall have reasonably requested. Each Issuing
      Lender hereby acknowledges that a notice period not less than 30 days for
      non-extension of an Evergreen Letter of Credit is satisfactory to it. The
      Borrower shall also pay to the Issuing Lender for its own account
      issuance, drawing, amendment and extension charges in the amounts and at
      the times as agreed between the Borrower and the Issuing Lender. The
      extension or renewal of any Letter of Credit shall be deemed to be an
      issuance of such Letter of Credit.




 


	(c)  	
      No
      Letter of Credit shall have a term extending or be so extendible beyond
      the fifth Euro-Currency Business Day preceding the Termination Date.
      Subject to the preceding sentence, each Letter of Credit issued hereunder
      shall expire on or before the first anniversary of the date of such
      issuance; provided
      that the expiry date of any Letter of Credit may be extended from time to
      time (i) at the Borrower's request or (ii) in the case of an Evergreen
      Letter of Credit, automatically, in each case so long as such extension is
      for a period not exceeding one year and,
      in the case of an Evergreen Letter of Credit, so long as the Borrower
      shall not have timely instructed the Issuing Lender to give notice of
      non-extension thereunder.
      Each Issuing Lender shall, upon giving such notice of non-extension, give
      the Borrower a copy of such notice.




 







31













	(d)  	
      Upon
      receipt from the beneficiary of any Letter of Credit of any notice of a
      drawing under such Letter of Credit, the Issuing Lender shall notify the
      Administrative Agent and the Administrative Agent shall promptly notify
      the Borrower and each other Lender as to the date and amount of the
      payment by the Issuing Lender as a result of such demand or drawing (such
      date, the "Payment
      Date").
      The Borrower shall be irrevocably and unconditionally obligated forthwith
      to reimburse the Issuing Lender for any amounts paid by the Issuing Lender
      upon any drawing under any Letter of Credit, in the currency of such
      payment (a "Reimbursement
      Obligation"),
      within one Euro-Dollar Business Day of the Payment Date, if the
      Reimbursement Obligation is denominated in Dollars, and within four
      Euro-Currency Business Days of the Payment Date, if the Reimbursement
      Obligation is denominated in an Alternative Currency (in either case, the
      "Reimbursement
      Date"),
      without presentment, demand, protest or other formalities of any kind.
      Unless the Borrower notifies the Issuing Lender on or before the Payment
      Date that it will otherwise make payment of such Reimbursement Obligation,
      the Borrower shall have been deemed to make a request for a Base Rate Loan
      (or a Euro-Currency Loan in an Alternative Currency if the Reimbursement
      Obligation is denominated in such currency) in an amount equal to such
      Reimbursement Obligation. All such amounts paid by the Issuing Lender
      shall bear interest, payable on demand, for each day from the Payment Date
      until paid at a rate per annum equal to (i) if
      such amount is denominated in Dollars, the Base Rate for such day and
      (ii) if
      such amount is denominated in an Alternative Currency, the sum of the
      Euro-Currency Margin plus the rate per annum at which one-day deposits in
      the relevant currency are offered by the principal London office of the
      Administrative Agent in the London interbank market for such day plus, for
      each day on or after the Reimbursement Date on which such amount remains
      unpaid, 1.00% per annum. In addition, each Lender will pay to the
      Administrative Agent, for the account of the Issuing Lender, immediately
      upon the Issuing Lender's demand at any time during the period commencing
      on the Payment Date until reimbursement therefor in full by the Borrower,
      an amount equal to such Lender's ratable share of such drawing (in
      proportion to its participation therein), together with interest on such
      amount for each day from the Payment Date to the date of payment by such
      Lender of such amount at a rate of interest per annum equal to the (i) if
      such amount is denominated in Dollars, the Federal Funds Rate and (ii) if
      such amount is denominated in an Alternative Currency, the rate per annum
      at which one-day deposits in the relevant currency are offered by the
      principal London office of the Administrative Agent in the London
      interbank market for such day. The Issuing Lender will pay to each Lender
      ratably all amounts received from the Borrower for application in payment
      of its reimbursement obligations in respect of any Letter of Credit, but
      only to the extent such Lender has made payment to the Issuing Lender in
      respect of such Letter of Credit pursuant
hereto.




 







32













	(e)  	
      The
      obligations of the Borrower and each Lender under Section
      2.16(d)
      above shall be absolute, unconditional and irrevocable, and shall be
      performed strictly in accordance with the terms of this Agreement, under
      all circumstances whatsoever, including without limitation the following
      circumstances:




 


	(i)  	
      the
      use which may be made of the Letter of Credit by, or any acts or omission
      of, a beneficiary of a Letter of Credit (or any Person for whom the
      beneficiary may be acting);




 


	(ii)  	
      the
      existence of any claim, set-off, defense or other rights that the Borrower
      may have at any time against a beneficiary of a Letter of Credit (or any
      Person for whom the beneficiary may be acting), the Lenders (including the
      Issuing Lender) or any other Person, whether in connection with this
      Agreement or the Letter of Credit or any document related hereto or
      thereto or any unrelated transaction;




 


	(iii)  	
      any
      statement or any other document presented under a Letter of Credit proving
      to be forged, fraudulent or invalid in any respect or any statement
      therein being untrue or inaccurate in any respect
    whatsoever;




 


	(iv)  	
      payment
      under a Letter of Credit to the beneficiary of such Letter of Credit
      against presentation to the Issuing Lender of a draft or certificate that
      does not comply with the terms of the Letter of Credit;
  or




 


	(v)  	
      any
      other act or omission to act or delay of any kind by any Lender (including
      the Issuing Lender), the Administrative Agent or any other Person or any
      other event or circumstance whatsoever that might, but for the provisions
      of this subsection (v),
      constitute a legal or equitable discharge of the Borrower's or the
      Lender's obligations hereunder.




 







33













	(f)  	
      The
      Borrower hereby indemnifies and holds harmless each Lender (including the
      Issuing Lender) and the Administrative Agent from and against any and all
      claims, damages, losses, liabilities, costs or expenses which such Lender
      or the Administrative Agent may incur (including, without limitation, any
      claims, damages, losses, liabilities, costs or expenses which the Issuing
      Lender may incur by reason of or in connection with the failure of any
      other Lender to fulfill or comply with its obligations to such Issuing
      Lender hereunder (but nothing herein contained shall affect any rights the
      Borrower may have against such defaulting Lender)), and none of the
      Lenders (including the Issuing Lender) nor the Administrative Agent nor
      any of their officers or directors or employees or agents shall be liable
      or responsible, by reason of or in connection with the execution and
      delivery or transfer of or payment or failure to pay under any Letter of
      Credit, including without limitation any of the circumstances enumerated
      in Section
      2.16(e)
      above, as well as (i)
      any error, omission, interruption or delay in transmission or delivery of
      any messages, by mail, cable, telegraph, telex or otherwise, (ii)
      any loss or delay in the transmission of any document required in order to
      make a drawing under a Letter of Credit, and (iii)
      any consequences arising from causes beyond the control of the Issuing
      Lender, including without limitation any government acts, or any other
      circumstances whatsoever in making or failing to make payment under such
      Letter of Credit; provided
      that the Borrower shall not be required to indemnify the Issuing Lender
      for any claims, damages, losses, liabilities, costs or expenses, and the
      Borrower shall have a claim for direct (but not consequential) damage
      suffered by it, to the extent finally determined by a court of competent
      jurisdiction to have been caused by (x) the willful misconduct or gross
      negligence of the Issuing Lender in determining whether a request
      presented under any Letter of Credit complied with the terms of such
      Letter of Credit or (y) the Issuing Lender's failure to pay under any
      Letter of Credit after the presentation to it of a request strictly
      complying with the terms and conditions of the Letter of Credit. Nothing
      in this subsection 2.16(f) is
      intended to limit the obligations of the Borrower under any other
      provision of this Agreement. To the extent the Borrower does not indemnify
      the Issuing Lender as required by this subsection, the Lenders agree to do
      so ratably in accordance with their
Commitments.




 

Section
2.17  .
Regulation D Compensation. (a) So
long as Regulation D shall require reserves to be maintained against
"Eurocurrency
liabilities" (or
against any other category of liabilities which includes deposits by reference
to which the interest rate on Euro-Currency Loans is determined or any category
of extensions of credit or other assets which includes loans by a non-United
States office of any Lender to United States residents), each Lender subject to
and actually incurring
such reserve requirement may require the Borrower to pay, contemporaneously with
each payment of interest on the Euro-Currency Loans, additional interest on the
related Euro-Currency Loan of such Lender at a rate per annum determined by such
Lender up to but not exceeding the excess of (i) (A) the
Applicable Interbank Offered Rate divided by (B) one
minus the Euro-Currency Reserve Percentage over (ii) the
Applicable Interbank Offered Rate. Any Lender wishing to require payment of such
additional interest (x) shall so notify the Company and the Administrative
Agent, in which case such additional interest on the Euro-Currency Loans of such
Lender shall be payable to such Lender at the place indicated in such notice
with respect to each Interest Period commencing at least three Euro-Currency
Business Days after such Lender gives such notice and (y) shall notify the
Borrower at least five Euro-Currency Business Days before each date on which
interest is payable on the Euro-Currency Loans of the amount then due it under
this Section.

 

Section
2.18  .
Takeout of Swingline Loans. (a) In the
event that (i) the
outstanding Swingline Loans shall not be repaid in full on the maturity thereof
or (ii) any
Swingline Lender (in its discretion) requests it to do so, the Administrative
Agent shall, on behalf of the Company (the Company hereby irrevocably directing
and authorizing the Administrative Agent so to act on its behalf), give a Notice
of Borrowing requesting the Lenders, including the Swingline Lenders, to make a
Base Rate Borrowing in an amount equal to the aggregate unpaid principal amount
of the outstanding Swingline Loans. Each Lender will make the proceeds of its
Base Rate Loan included in such Borrowing available to the Administrative Agent
for the account of the Swingline Lenders on such date in accordance with
Section
2.04. The
proceeds of such Base Rate Borrowing shall be immediately applied to repay such
Swingline Loans.







34












 


	(b)  	
      If,
      for any reason, a Base Rate Borrowing may not be (as reasonably determined
      by the Administrative Agent), or is not, made pursuant to subsection (a)
      above to refund Swingline Loans as required by said clause, then,
      effective on the date such Borrowing would otherwise have been made, each
      Lender severally, unconditionally and irrevocably agrees that it shall
      purchase an undivided participating interest in such Swingline Loans
      ("Unrefunded
      Swingline Loans")
      in an amount equal to the amount of the Loan which otherwise would have
      been made by such Lender pursuant to subsection (a),
      which purchase shall be funded by the time such Loan would have been
      required to be funded pursuant to Section
      2.04 by
      transfer to the Administrative Agent, for the account of each Swingline
      Lender, in immediately available funds, of the amount of its
      participation.




 


	(c)  	
      Whenever,
      at any time after a Swingline Lender has received from any Lender payment
      in full for such Lender's participating interest in a Swingline Loan, such
      Swingline Lender (or the Administrative Agent on its behalf) receives any
      payment on account thereof, such Swingline Lender (or the Administrative
      Agent, as the case may be) will promptly distribute to such Lender its
      participating interest in such payment (appropriately adjusted, in the
      case of interest payments, to reflect the period of time during which such
      Lender's participating interest was outstanding and funded); provided,
      however,
      that in the event that such payment is subsequently required to be
      returned, such Lender will return to such Swingline Lender (or the
      Administrative Agent, as the case may be) any portion thereof previously
      distributed by such Swingline Lender (or the Administrative Agent, as the
      case may be) to it.




 


	(d)  	
      Each
      Lender's obligation to purchase and fund participating interests pursuant
      to this Section shall be absolute and unconditional and shall not be
      affected by any circumstance, including, without limitation: (i)
      any setoff, counterclaim, recoupment, defense or other right which such
      Lender or the Company may have against any Swingline Lender, or any other
      Person for any reason whatsoever; (ii)
      the occurrence or continuance of a Default or the failure to satisfy any
      of the conditions specified in Article
      3;
      (iii)
      any adverse change in the condition (financial or otherwise) of the
      Company; (iv)
      any breach of this Agreement by the Company or any Lender; or (v)
      any other circumstance, happening or event whatsoever, whether or not
      similar to any of the foregoing.




 







35












Section
2.19  .
Replacement of this Agreement. If the
Company wishes at any time to replace this Agreement with another credit
facility, the Company may give prior notice of the termination of the
Commitments hereunder as required by Section
2.09 and
prior notice of the prepayment of any Loans outstanding hereunder as required by
Section
2.12, in each
case on a conditional basis (i.e.,
conditioned
upon such other credit facility becoming available to the Company), provided
that the
Company gives definitive notice of such termination of the Commitments and
prepayment of outstanding Loans (if any) to the Administrative Agent before
10:00 A.M. (New York City time) on the date of such termination and prepayment
(if any) and complies with the applicable requirements of Section
2.09 and
Section
2.12 in all
other respects.

 

Section
2.20  .
Increased Commitments, Additional Lenders. (a) From
time to time the Company may, upon at least five Domestic Business Days' notice
to the Administrative Agent (which shall promptly provide a copy of such notice
to the Lenders), increase the aggregate amount of the Commitments by an amount
not less than $25,000,000 (the amount of any such increase, the "Increased
Commitments").

 


	(b)  	
      To
      effect such an increase, the Company may designate one or more of the
      existing Lenders or other financial institutions reasonably acceptable to
      the Administrative Agent, each Issuing Lender and the Company which at the
      time agree to (i) in
      the case of any such lender that is an existing Lender, increase its
      Commitment and (ii) in
      the case of any other such lender (an "Additional
      Lender"),
      become a party to this Agreement with a Commitment of not less than
      $5,000,000.




 


	(c)  	
      Any
      increase in the Commitments pursuant to this Section
      2.20
      shall be subject to satisfaction of the following
    conditions:




 


	(i)  	
      before
      and after giving effect to such increase, all representations and
      warranties contained in Article
      4
      shall be true;




 


	(ii)  	
      at
      the time of such increase, no Default shall have occurred and be
      continuing or would result from such increase;
and




 


	(iii)  	
      after
      giving effect to such increase, the aggregate amount of all increases in
      Commitments made pursuant to this Section
      2.20
      shall not exceed $500,000,000.




 


	(d)  	
      An
      increase in the aggregate amount of the Commitments pursuant to this
      Section
      2.20
      shall become effective upon the receipt by the Administrative Agent of
      (i) an
      agreement in form and substance reasonably satisfactory to the
      Administrative Agent signed by the Company, by each Additional Lender and
      by each other Lender whose Commitment is to be increased, setting forth
      the new Commitments of such Lenders and setting forth the agreement of
      each Additional Lender to become a party to this Agreement and to be bound
      by all the terms and provisions hereof, (ii)
      such evidence of appropriate corporate authorization on the part of the
      Company with respect to the Increased Commitments and such opinions of
      counsel for the Company with respect to the Increased Commitments as the
      Administrative Agent may reasonably request and (iii) a
      certificate of the Company stating that the conditions set forth in
      subsection (c)
      above have been satisfied.




 







36













	(e)  	
      Upon
      any increase in the aggregate amount of the Commitments pursuant to this
      Section
      2.20,
      (i)
      the respective Letter of Credit Liabilities of the Lenders shall be
      redetermined as of the effective date of such increase and (ii)
      within five Domestic Business Days, in the case of Base Rate Loans then
      outstanding, and at the end of the then current Interest Period with
      respect thereto, in the case of Committed Fixed Rate Loans then
      outstanding, the Borrower shall prepay or repay such Loans in their
      entirety and, to the extent the Borrower elects to do so and subject to
      the conditions specified in Article
      3,
      the Borrower shall reborrow Committed Loans from the Lenders in proportion
      to their respective Commitments after giving effect to such increase,
      until such time as all outstanding Committed Loans are held by the Lenders
      in such proportion.




 

Section
2.21  .
Currency Equivalents. (a) The
Administrative Agent shall determine the Dollar Amount of each Alternative
Currency Loan as of the first day of each Interest Period applicable thereto
and, in the case of any such Interest Period of more than three months, at three
month intervals after the first day thereof, on each Quarterly Date
thereafter.

 


	(b)  	
      Each
      such determination of the Dollar Amount shall be based on the Spot Rate on
      the date of the related Notice of Committed Borrowing for purposes of the
      initial such determination for any Alternative Currency Loan and, on the
      fourth Euro-Currency Business Day prior to the date as of which such
      Dollar Amount is to be determined, for purposes of any subsequent
      determination.




 


	(c)  	
      The
      Administrative Agent shall determine the Dollar Amount of the Letter of
      Credit Liabilities related to each Letter of Credit denominated in an
      Alternative Currency as of the date of issuance thereof and at three month
      intervals after the date of issuance thereof. Each such determination
      shall be based on the Spot Rate on the date of the related Notice of
      Issuance, in the case of the initial determination in respect of any
      Letter of Credit and on the fourth Euro-Currency Business Day prior to the
      date as of which such Dollar Amount is to be determined, in the case of
      any subsequent determination with respect to an outstanding Letter of
      Credit.




 


	(d)  	
      The
      Administrative Agent shall promptly notify the Borrower and the Lenders of
      each Dollar Amount so determined by it.




 


	(e)  	
      If
      after giving effect to any such determination of a Dollar Amount, the
      Total Outstanding Amount exceeds 107% of the aggregate amount of the
      Commitments, the Borrowers shall within five Euro-Currency Business Days
      prepay outstanding Loans (as selected by the Company and notified to the
      Lenders through the Administrative Agent not less than three Euro-Currency
      Business Days prior to the date of prepayment) or take other action to the
      extent necessary to cause such percentage not to exceed
    100%.




 

 







37












     
ARTICLE 3  

CONDITIONS

 

Section
3.01  .
Effectiveness. This
Agreement shall become effective on the date (the "Effective
Date") on
which the Administrative Agent shall have received (x) a fee paid by the Company
to the Administrative Agent for the account of each Lender in the amount
heretofore mutually agreed and (y) each of the following documents, each dated
the Effective Date unless otherwise indicated:

 


	(a)  	
      counterparts
      hereof signed by each of the parties hereto (or, in the case of any party
      as to which an executed counterpart shall not have been received, receipt
      by the Administrative Agent in form satisfactory to it of telegraphic,
      telex, facsimile transmission or other written confirmation from such
      party of execution of a counterpart hereof signed by such
      party);




 


	(b)  	
      an
      opinion of Cahill Gordon & Reindel LLP, substantially in the form of
      Exhibit E hereto;




 


	(c)  	
      an
      opinion of Davis Polk & Wardwell, special counsel for the
      Administrative Agent, substantially in the form of Exhibit F
      hereto;




 


	(d)  	
      evidence
      satisfactory to the Administrative Agent of the payment of all principal
      of and interest on any loans outstanding under, and all accrued facility
      fees under, the Existing Credit Agreement;




 


	(e)  	
      receipt
      by the Administrative Agent of a copy of the Company's certificate of
      incorporation, certified by the Secretary of State of Delaware;
      and




 


	(f)  	
      receipt
      by the Administrative Agent of a certificate on behalf of the Company
      signed by the Secretary or an Assistant Secretary of the Company or such
      other authorized officer of the Company satisfactory to the Administrative
      Agent certifying




 


	(i)  	
      that
      the Company's certificate of incorporation has not been amended since the
      date of the certificate referred to in clause (f)
      above,




 


	(ii)  	
      that
      no proceeding for the dissolution or liquidation of the Company
      exists,




 


	(iii)  	
      that
      the copy of the By-laws of the Company attached to the certificate is
      true, correct and complete,




 


	(iv)  	
      that
      the copies of the resolutions of the Company's Board of Directors attached
      to the certificate are true and correct and in full force and effect,
      and




 


	(v)  	
      as
      to the incumbency of each officer of the Company who signed this Agreement
      and the Notes on behalf of the Company.




 







38












The
Administrative Agent shall promptly notify the Company and the Lenders of the
Effective Date, and such notice shall be conclusive and binding on all parties
hereto.

 

Section
3.02  .
Borrowings and Issuances of Letters of Credit. The
obligation of any Lender to make a Loan and the obligation of the Issuing Lender
to issue (or renew or extend the term of) any Letter of Credit is subject to the
satisfaction of the following conditions; provided that if
the related Borrowing is a Swingline Takeout Borrowing, only the conditions set
forth in clauses 3.02(a) and
3.02(b) must be
satisfied:

 


	(a)  	
      receipt
      (or deemed receipt pursuant to Section 2.16(d) or 2.18(a)) by the
      Administrative Agent of a Notice of Borrowing as required by Section
      2.02 or
      Section
      2.03 or
      receipt by the Issuing Lender of a Notice of Issuance as required by
      Section
      2.16,
      as the case may be;




 


	(b)  	
      the
      fact that, immediately after such Borrowing or issuance of such Letter of
      Credit (i)
      the Total Outstanding Amount will not exceed the aggregate amount of the
      Commitments, (ii)
      the aggregate outstanding principal amount of Swingline Loans will not
      exceed $50,000,000, and (iii)
      the aggregate Dollar Amount of Letter of Credit Liabilities will not
      exceed $200,000,000;




 


	(c)  	
      the
      fact that, immediately before and after such Borrowing or issuance of such
      Letter of Credit, no Default shall have occurred and be continuing;
      and




 


	(d)  	
      the
      fact that the representations and warranties of the Borrower contained in
      this Agreement (except the representations and warranties set forth in
      Sections 4.04(c),
      4.05
      and 4.07)
      shall be true on and as of the date of such Borrowing or issuance, except
      to the extent that any such representations or warranties refer
      specifically to an earlier date, in which case they shall be true as of
      such earlier date.




 

Each
Borrowing and issuance of a Letter of Credit hereunder shall be deemed to be a
representation and warranty by the Borrower (and by the Company if it is not the
Borrower) on the date of such Borrowing as to the facts specified in clauses
3.02(c) and
3.02(d) (unless
such Borrowing is a Swingline Takeout Borrowing).

 

Section
3.03  .
First Borrowing by Each Eligible Subsidiary. The
obligation of each Lender to make a Loan, and the obligation of an Issuing
Lender to issue a Letter of Credit, on the occasion of the first Borrowing by or
issuance of a Letter of Credit for the account of each Eligible Subsidiary is
subject to the satisfaction of the following further conditions:

 


	(a)  	
      receipt
      by the Administrative Agent of an opinion of counsel for such Eligible
      Subsidiary (who may be an employee of the Company or such Eligible
      Subsidiary) reasonably acceptable to the Administrative Agent,
      substantially to the effect of Exhibit I hereto (with such qualifications
      and limitations as are reasonably acceptable to the Administrative Agent)
      and covering such additional matters relating to the transactions
      contemplated hereby as the Required Lenders may reasonably request;
      and




 







39













	(b)  	
      receipt
      by the Administrative Agent of all documents which it may reasonably
      request relating to the existence of such Eligible Subsidiary, the
      corporate authority for and the validity of the Election to Participate of
      such Eligible Subsidiary, this Agreement and the Notes of such Eligible
      Subsidiary, and any other matters relevant thereto, all in form and
      substance reasonably satisfactory to the Administrative
    Agent.




 

 

ARTICLE
4  

REPRESENTATIONS AND
WARRANTIES

 

The
Company represents and warrants that:

 

Section
4.01  .
Corporate Existence and Power. The
Company is (a) a
corporation duly incorporated, validly existing under the laws of Delaware and
(b) is in
good standing under the laws of Delaware, and (c) has all
corporate powers and all material governmental licenses, authorizations,
consents and approvals required to carry on its business as now
conducted, except
in the case of clause (b) and clause (c) to the
extent the failure to do so could not reasonably be expected to have a Material
Adverse Effect.

 

Section
4.02  .
Corporate and Governmental Authorization; No Contravention. The
execution, delivery and performance by the Company of this Agreement and the
Notes are within the Company's corporate powers, have been duly authorized by
all necessary corporate action, require no action by or in respect of, or filing
with, any governmental body, agency or official (other than routine
informational filings) and do not contravene, or constitute a default under, any
provision of applicable law or regulation or of the certificate of incorporation
or by-laws of the Company or of any material agreement, judgment, injunction,
order, decree or other instrument binding upon the Company or any of its
Restricted Subsidiaries or result in or permit the termination or modification
of any agreement, judgment, injunction, order, decree or other instrument
binding upon the Company or any of its Restricted Subsidiaries or result in the
creation or imposition of any Lien on any asset of the Company or any of its
Restricted Subsidiaries, except,
in each case, as could not reasonably be expected to have a Material Adverse
Effect.

 

Section
4.03  .
Binding Effect. This
Agreement constitutes a valid and binding agreement of the Company and, when
executed and delivered in accordance with this Agreement, any of its Notes will
constitute valid and binding obligations of the Company, except
as the same may be limited by bankruptcy, insolvency or similar laws affecting
creditors' rights generally and by general principles of equity.

 

Section
4.04  .
Financial Information. 

 


	(a)  	
      The
      consolidated balance sheet of the Company and its Consolidated
      Subsidiaries as of December 31, 2003 and the related statements of income
      and cash flows for the fiscal year then ended, reported on by
      Pricewaterhouse Coopers LLP, copies of which have been delivered to each
      of the Lenders, fairly present, in all material respects in conformity
      with U.S. generally accepted accounting principles, the consolidated
      financial position of the Company and its Consolidated Subsidiaries as of
      such date and their consolidated results of operations and cash flows for
      such fiscal year.




 







40













	(b)  	
      The
      unaudited consolidated balance sheet of the Company and its Consolidated
      Subsidiaries as of September 30, 2004 and the related unaudited
      consolidated statements of income and cash flows for the nine months then
      ended, copies of which have been delivered to each of the Lenders, fairly
      present in all material respects in conformity with U.S. generally
      accepted accounting principles applied on a basis consistent with the
      consolidated financial statements referred to in subsection (a) of
      this Section (except as stated therein), the consolidated financial
      position of the Company and its Consolidated Subsidiaries as of such date
      and their consolidated results of operations and cash flows for such nine
      month period (subject to normal year-end adjustments and the absence of
      footnotes).




 


	(c)  	
      Since
      September 30, 2004 there has been no change in the business, financial
      position or results of operations of the Company and its Consolidated
      Subsidiaries, which could reasonably be expected to materially and
      adversely affect the ability of the Company to perform its obligations
      under this Agreement or any Note or which in any manner draws into
      question the validity or enforceability of any Loan
    Document.




 

Section
4.05  .
Litigation. There is
no action, suit or proceeding pending against or to the knowledge of the Company
threatened against the Company or any of its Restricted Subsidiaries before any
court or arbitrator or any governmental body, agency or official in which there
is a reasonable possibility of an adverse decision which could materially and
adversely affect the ability of the Company to perform its obligations under
this Agreement or any Note or which in any manner draws into question the
validity of this Agreement or the Notes.

 

Section
4.06  .
Compliance with ERISA. After it
has become a member of the ERISA Group, except as could not reasonably be
expected to have a Material Adverse Effect, each member of the ERISA Group has
fulfilled its obligations under the minimum funding standards of ERISA and the
Internal Revenue Code with respect to each Plan and is in compliance in all
material respects with the currently applicable provisions of ERISA and the
Internal Revenue Code with respect to each Plan. After it has become a member of
the ERISA Group, except as could not reasonably be expected to have a Material
Adverse Effect, no member of the ERISA Group has:

 


	(i)  	
      sought
      a waiver of the minimum funding standard under Section 412 of the Internal
      Revenue Code in respect of any Plan,




 


	(ii)  	
      failed
      to make any contribution or payment to any Plan or Multiemployer Plan or
      in respect of any Benefit Arrangement, or made any amendment to any Plan
      or Benefit Arrangement, which has resulted or could result in the
      imposition of a Lien or the posting of a bond or other security under
      ERISA or the Internal Revenue Code, or




 







41













	(iii)  	
      incurred
      any liability under Title IV of ERISA other than a liability to the PBGC
      for premiums under Section 4007 of ERISA.




 

Section
4.07  .
Environmental Matters. In the
ordinary course of its business, the Company considers the effects of
Environmental Laws on the business, operations and properties of the Company and
its Restricted Subsidiaries, in the course of which it identifies and evaluates
associated liabilities and costs. Based on the foregoing, the Company has
reasonably concluded that Environmental Laws are unlikely to have an effect on
the business, financial condition or results of operations of the Company and
its Consolidated Subsidiaries taken as a whole during the term of the Agreement,
which could materially and adversely affect the ability of the Company to
perform its obligations under this Agreement or any Note.

 

Section
4.08  .
Subsidiaries. Each
corporate Restricted Subsidiary of the Company (a) is a
corporation duly incorporated, validly existing and in good standing under the
laws of its jurisdiction of incorporation, and (b) has all
corporate powers and all material governmental licenses, authorizations,
consents and approvals required to carry on its business as now
conducted, except
to the extent the failure to do so could not reasonably be expected to have a
Material Adverse Effect.

 

Section
4.09  . Not
an Investment Company. The
Company is not an "investment
company" within
the meaning of the Investment Company Act of 1940, as amended.

 

Section
4.10  .
Disclosure. As of the
Effective Date, the written material theretofore furnished to the Agents and the
Lenders by or on behalf of the Company in connection herewith, taken as a whole,
did not contain any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading;
provided that to
the extent any such written material was based upon or constitutes a forecast or
projection, the Company represents only that such material was prepared in good
faith based on assumptions it believed to be reasonable at the time such
material was prepared.

 

 

     
ARTICLE 5  

COVENANTS

 

The
Company agrees that, so long as any Lender has any Credit Exposure
hereunder:

 

Section
5.01  .
Information. The
Company will deliver to the Administrative Agent (which
shall promptly forward to the Lenders):

 


	(a)  	
      within
      113 days after the end of each fiscal year of the Company, a consolidated
      balance sheet of the Company and its Consolidated Subsidiaries as of the
      end of such fiscal year and the related consolidated statements of income
      and cash flows for such fiscal year, setting forth in each case in
      comparative form the figures for the previous fiscal year, all reported on
      in accordance with generally accepted auditing standards by
      Pricewaterhouse Coopers LLP or other independent public accountants of
      nationally recognized standing;




 







42













	(b)  	
      within
      53 days after the end of each of the first three quarters of each fiscal
      year of the Company, a consolidated balance sheet of the Company and its
      Consolidated Subsidiaries as of the end of such quarter and comparative
      financial information as of the end of the previous fiscal year, the
      related consolidated statement of income for such quarter and the related
      consolidated statements of income and cash flows for the portion of the
      Company's fiscal year ended at the end of such quarter, setting forth in
      each case in comparative form the figures for the corresponding quarter
      and the corresponding portion of the Company's previous fiscal year, all
      certified (subject to normal year-end adjustments) as to fairness of
      presentation in all material respects, generally accepted accounting
      principles and consistency by the principal financial officer or the
      principal accounting officer of the Company or a person designated in
      writing by either of the foregoing persons. If such financial statements
      are filed with the SEC, then they shall be reported on in conformity with
      the financial reporting requirements of the
SEC;




 


	(c)  	
      simultaneously
      with the delivery of each set of financial statements referred to in
      clauses (a)
      and (b)
      above, a certificate of the principal financial officer, principal
      accounting officer, treasurer or comptroller of the Company, or a person
      designated in writing by either of the foregoing
persons




 


	(i)  	
      setting
      forth in reasonable detail the calculations required to establish whether
      the Company was in compliance with any applicable requirements of Section
      5.05;
      and




 


	(ii)  	
      stating
      whether any Default exists on the date of such certificate and, if any
      Default then exists, setting forth the details thereof and the action
      which the Company is taking or proposes to take with respect
      thereto;




 


	(d)  	
      promptly
      upon the incurrence of Debt in connection with an acquisition that caused
      the Leverage Ratio to exceed 65% a certificate of the principal financial
      officer, principal accounting officer, treasurer or comptroller of the
      Company, or a person designation in writing by either of the foregoing
      persons setting forth in reasonable detail the calculations required to
      establish whether the Company was in compliance with Section
      5.05;




 


	(e)  	
      simultaneously
      with the delivery of each set of financial statements referred to in
      clause (a)
      above, a statement of the firm of independent public accountants which
      reported on such statements whether anything has come to their attention
      to cause them to believe that the Company was not in compliance with
      Section 5.05,
      insofar as they relate to accounting matters, on the date of such
      statements;




 







43













	(f)  	
      within
      five days after any officer of the Company obtains knowledge of any
      Default, if such Default is then continuing, a certificate of the
      principal financial officer or the principal accounting officer of the
      Company setting forth the details thereof and the action which the Company
      is taking or proposes to take with respect
thereto;




 


	(g)  	
      promptly
      upon the mailing thereof to the public shareholders of the Company
      generally, copies of all financial statements, reports and proxy
      statements so mailed;




 


	(h)  	
      promptly
      upon the filing thereof, copies of all registration statements (other than
      the exhibits thereto and any registration statements on Form S-8 or its
      equivalent) and reports on Forms 10-K, 10-Q and 8-K (or their equivalents)
      which the Company shall have filed with the
SEC;




 


	(i)  	
      within
      five days after any officer of the Company obtains knowledge thereof, if
      and when any member of the ERISA Group (after it has become a member of
      the ERISA Group):




 


	(i)  	
      gives
      or is required to give notice to the PBGC of any "reportable event" (as
      defined in Section 4043 of ERISA) with respect to any Plan which might
      constitute grounds for a termination of such Plan under Title IV of ERISA,
      or knows that the plan administrator of any Plan has given or is required
      to give notice of any such reportable event, a copy of the notice of such
      reportable event given or required to be given to the
  PBGC;




 


	(ii)  	
      receives
      notice of complete or partial withdrawal liability in excess of
      $5,000,000, under Title IV of ERISA or notice that any Multiemployer Plan
      is in reorganization, is insolvent or has been terminated, a copy of such
      notice;




 


	(iii)  	
      receives
      notice from the PBGC under Title IV of ERISA of an intent to terminate,
      impose liability (other than for premiums under Section 4007 of ERISA) in
      respect of, or appoint a trustee to administer, any Plan, a copy of such
      notice;




 


	(iv)  	
      applies
      for a waiver of the minimum funding standard under Section 412 of the
      Internal Revenue Code, a copy of such
application;




 


	(v)  	
      gives
      notice of intent to terminate any Plan under Section 4041(c) of ERISA, a
      copy of such notice and other information filed with the
    PBGC;




 


	(vi)  	
      gives
      notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a
      copy of such notice; or




 


	(vii)  	
      fails
      to make any payment or contribution to any Plan or Multiemployer Plan or
      in respect of any Benefit Arrangement or makes any amendment to any Plan
      or Benefit Arrangement which has resulted or could result in the
      imposition of a Lien or the posting of a bond or other
      security;




 

a
certificate of the principal financial officer, principal accounting officer,
treasurer or comptroller of the Company setting forth details as to such
occurrence and action, if any, which the Company or applicable member of the
ERISA Group is required or proposes to take;

 







44













	(j)  	
      promptly
      after the Company is notified by any rating agency referred to in the
      Pricing Schedule of any actual change in any rating referred to in the
      Pricing Schedule, written notice of such change;
and




 


	(k)  	
      from
      time to time such additional information regarding the financial position
      or business of the Company's Subsidiaries as the Administrative Agent, at
      the request of any Lender, may reasonably
request.




 

The
Administrative Agent will deliver a copy of each document it receives pursuant
to this Section
5.01 to each
Lender within four Domestic Business Days after receipt thereof.

 

Information
required to be delivered pursuant to clauses 5.01(a),
5.01(b),
5.01(g) or
5.01(h) above
shall be deemed to have been delivered on the date on which the Company provides
notice to the Administrative Agent that such information has been posted on the
Company's website on the Internet at www.praxair.com, at
sec.gov/edaux/searches.htm or at another website identified in such notice and
accessible by the Lenders without charge; provided that such notice may be
included in a certificate delivered pursuant to clause 5.01(c).

 

Section
5.02  .
Maintenance of Property; Insurance. (a) The
Company will keep, and will cause each of its Subsidiaries to keep, all property
useful and necessary in its respective business in good working order and
condition, ordinary wear and tear excepted, and
except as could not reasonably be expected to have a Material Adverse
Effect.

 


	(b)  	
      The
      Company will maintain, and will cause each of its Subsidiaries to
      maintain, insurance policies on its assets covering such risks as are
      usually insured against in the same general area by companies of
      established repute engaged in the same or a similar business as the
      Company or such Subsidiary, as the case may be; and, upon request of the
      Administrative Agent, will promptly furnish to the Administrative Agent
      for distribution to the Lenders information presented in reasonable detail
      as to the insurance so carried.




 

Section
5.03  .
Negative Pledge. The
Company will not, and will not permit any of its Restricted Subsidiaries to,
create, assume or suffer to exist any Lien securing Debt on any asset now owned
or hereafter acquired by it, except:

 







45













	(a)  	
      Liens
      existing on the date of this Agreement securing Debt outstanding on the
      date of this Agreement in an aggregate principal amount not exceeding
      $125,000,000;




 


	(b)  	
      any
      Lien existing on any asset of any Person at the time such Person becomes a
      Restricted Subsidiary and not created in contemplation of such
      event;




 


	(c)  	
      any
      Lien on any asset securing Debt incurred or assumed for the purpose of
      financing all or any part of the cost of acquiring such asset, provided
      that such Lien attaches to such asset concurrently with or within 180 days
      after the acquisition thereof;




 


	(d)  	
      any
      Lien on any improvements constructed on any property of the Company or any
      such Restricted Subsidiary and any theretofore unimproved real property on
      which such improvements are located securing Debt incurred for the purpose
      of financing all or any part of the cost of constructing such
      improvements, provided
      that such Lien attaches to such improvements within 180 days after the
      later of (1)
      completion of construction of such improvements and (2)
      commencement of full operation of such
improvements;




 


	(e)  	
      any
      Lien existing on any asset prior to the acquisition thereof by the Company
      or a Restricted Subsidiary and not created in contemplation of such
      acquisition;




 


	(f)  	
      Liens
      on property of the Company or a Restricted Subsidiary in favor of the
      United States of America or any State thereof, or any department, agency
      or instrumentality or political subdivision of the United States of
      America or any State thereof, or any other government or department,
      agency, instrumentality or political subdivision thereof, to secure
      partial, progress, advance or other payments pursuant to any contract or
      statute or to secure any Debt incurred for the purpose of financing all or
      any part of the purchase price or the cost of construction of the property
      subject to such Liens;




 


	(g)  	
      Liens
      resulting from judgments, provided
      that the execution or other enforcement of such Liens is effectively
      stayed and that the claims secured thereby are being actively contested in
      good faith and by appropriate proceedings, and for which adequate reserves
      to the extent required by and in conformity with U.S. generally accepted
      accounting principles are maintained on the books of the Company or a
      Restricted Subsidiary, as the case may be;




 


	(h)  	
      Liens
      on property of any Restricted Subsidiary of the Company in favor of one or
      more of the Company or any of its Restricted
  Subsidiaries;




 


	(i)  	
      any
      Lien arising out of the refinancing, extension, renewal or refunding of
      any Debt secured by any Lien permitted by any of the foregoing clauses of
      this Section
      5.03,
      provided
      that such Debt is not increased and is not secured by any additional
      assets other than improvements thereon; and




 







46













	(j)  	
      Liens
      not otherwise permitted by the foregoing clauses of this Section securing
      Debt in an aggregate principal amount at any time outstanding not to
      exceed $600,000,000.




 

Section
5.04  .
Consolidations, Mergers and Sales of Assets. The
Company will not merge or consolidate with or into any other Person or sell,
lease, transfer or otherwise dispose of all or substantially all of its assets,
property or business in any single transaction or series of related
transactions, unless

 


	(i)  	
      in
      the case of any such merger or consolidation, the Company shall be the
      continuing corporation, or, in the case of any such sale, lease, transfer
      or other disposition, the transferee or transferees shall be one or more
      Wholly-Owned Consolidated Subsidiaries of the Company organized and
      existing under the laws of the United States of America or any State
      thereof which shall expressly assume, in the case of any such Wholly-Owned
      Consolidated Subsidiary, the due and punctual performance and observance
      of all of the covenants and agreements of the Company contained in this
      Agreement and any Notes, and




 


	(ii)  	
      immediately
      after giving effect to such merger or consolidation, or such sale, lease,
      transfer or other disposition, no Default shall have occurred and be
      continuing.




 

Section
5.05  .
Consolidated Capitalization. The
Leverage Ratio will not exceed 65% (the "Maximum
Leverage Ratio") as of
any Compliance Date; provided that if
the Leverage Ratio shall exceed 65% solely by reason of the incurrence of Debt
in connection with an acquisition, and at the time and after giving effect
thereto no other Default existed, then the Maximum Leverage Ratio shall be 70%
for a period of 180 days following the date of such incurrence of Debt (the
"Increase
Date").

 

For
purposes of the foregoing, "Compliance
Date" means
(i) the last day of each fiscal quarter of the Company, measured when financial
statements are or are required to be delivered pursuant to Section 5.01(a) or
(b), and (ii) if an Increase Date occurs, (x) such Increase Date; provided that for
the purpose of this clause (x) the Leverage Ratio shall be calculated using the
Consolidated Book Net Worth as of the end of the latest fiscal month for which
internal financial statements are available, and (y) the last day of each fiscal
month of the Company falling within the period of 180 days following such
Increase Date, measured, in the case of this clause (y), when internal financial
statements are available for such fiscal month.

 

Section
5.06  . Use
of Proceeds. The
proceeds of the Loans made under this Agreement will be used by the Company for
working capital, capital expenditures and other general corporate purposes. None
of such proceeds will be used, directly or indirectly, in violation of any
applicable law or regulation, and no use of such proceeds for general corporate
purposes will include any use thereof, whether immediate, incidental or
ultimate, of buying or carrying any Margin Stock.

 

 







47












     
ARTICLE 6  

DEFAULTS

 

Section
6.01  .
Events of Default. If one or
more of the following events (each, an "Event
of Default") shall
have occurred and be continuing:

 


	(a)  	
      any
      principal of any Loan or Reimbursement Obligation shall not be paid when
      due;




 


	(b)  	
      any
      Borrower shall fail to pay within five Domestic Business Days of the due
      date thereof any interest on any Loan or Reimbursement Obligation, any
      fees or any other amount payable by it
hereunder;




 


	(c)  	
      the
      Company shall fail to observe or perform any covenant contained in
      Sections Section
      5.03
      through Section
      5.06,
      inclusive;




 


	(d)  	
      the
      Company shall fail to observe or perform any covenant or agreement
      contained in this Agreement (other than those covered by clause
      (a),
      (b) or
      (c) of
      this Section
      6.01)
      for 30 days after written notice thereof has been given to the
      Company;




 


	(e)  	
      any
      representation, warranty, certification or statement made (or deemed made)
      by any Borrower in this Agreement or in any certificate, financial
      statement or other document delivered pursuant to this Agreement shall
      prove to have been false or misleading in any material respect when made
      (or deemed made);




 


	(f)  	
      the
      Company or any Material Subsidiary shall fail to make any principal
      payment in respect of any Material Debt when due after giving effect to
      any applicable grace period;




 


	(g)  	
      any
      event or condition shall occur which results in the acceleration of the
      maturity of any Material Debt;




 


	(h)  	
      the
      Company or any Material Subsidiary shall:




 


	(i)  	
      commence
      a voluntary case or other proceeding seeking (1) liquidation,
      reorganization or other relief with respect to itself or its debts under
      any bankruptcy, insolvency or other similar law now or hereafter in effect
      or (2) the appointment of a trustee, receiver, liquidator, custodian or
      other similar official of it or any substantial part of its
      property;




 


	(ii)  	
      consent
      to any such relief or to the appointment of or taking possession by any
      such official in an involuntary case or other proceeding commenced against
      it;




 


	(iii)  	
      make
      a general assignment for the benefit of
creditors;




 







48













	(iv)  	
      except
      for trade payables, fail generally to pay its debts as they become due;
      or




 


	(v)  	
      take
      any corporate action to authorize any of the
foregoing;




 


	(i)  	
          
      (i) an involuntary case or other proceeding shall be commenced against the
      Company or any Material Subsidiary seeking (1)
      liquidation, reorganization or other relief with respect to it or its
      debts under any bankruptcy, insolvency or other similar law now or
      hereafter in effect or (2)
      the appointment of a trustee, receiver, liquidator, custodian or other
      similar official of it or any substantial part of its property, and such
      involuntary case or other proceeding shall remain undismissed and unstayed
      for a period of 60 days; or




 


	(ii)  	
      an
      order for relief shall be entered against the Company or any Material
      Subsidiary under the federal bankruptcy laws as now or hereafter in
      effect;




 


	(j)  	
            (i)
      any member of the ERISA Group shall fail to pay when due an amount or
      amounts that it shall have become liable to pay under Title IV of ERISA
      and such  failure could be reasonably expected to have a
      Material Adverse Effect;




 


	(ii)  	
      notice
      of intent to terminate a Material Plan shall be filed under Title IV of
      ERISA by any member of the ERISA Group, any plan administrator or any
      combination of the foregoing;




 


	(iii)  	
      the
      PBGC shall institute proceedings under Title IV of ERISA to terminate, to
      impose liability (other than for premiums under Section 4007 of ERISA) in
      respect of, or to cause a trustee to be appointed to administer, any
      Material Plan;




 


	(iv)  	
      a
      condition shall exist by reason of which the PBGC would be entitled to
      obtain a decree adjudicating that any Material Plan must be terminated;
      or




 


	(v)  	
      there
      shall occur a complete or partial withdrawal from, or a default, within
      the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more
      Multiemployer Plans which could cause one or more members of the ERISA
      Group to incur a current payment obligation, which withdrawal or default
      could reasonably be expected to have a Material Adverse
      Effect;




 


	(k)  	
      a
      final judgment or order for the payment of money in excess of $150,000,000
      (net of amounts covered by insurance) shall be rendered against the
      Company or any Material Subsidiary, and such judgment or order is not
      bonded, stayed, discharged or otherwise paid or satisfied for a period of
      30 consecutive days during which 30-day period execution shall not be
      effectively stayed;




 







49













	(l)  	
      any
      person or group of persons (within the meaning of Section 13 or 14 of the
      Securities Exchange Act of 1934, as amended) shall have acquired
      beneficial ownership (within the meaning of Rule 13d-3 promulgated by the
      SEC under said Act) of 30% or more of the outstanding shares of common
      stock of the Company; or Continuing Directors shall cease to constitute a
      majority of the board of directors of the Company;
or




 


	(m)  	
      the
      provisions of Article
      10
      shall cease to constitute valid, binding and enforceable obligations of
      the Company for any reason, or the Company or any Eligible Subsidiary
      shall have so asserted in writing;




 

then, and
in every such event, the Administrative Agent shall, if so requested by the
Required Lenders:

 


	(i)  	
      by
      notice to the Company, terminate the Commitments and they shall thereupon
      terminate, and




 


	(ii)  	
      by
      notice to the Company, declare the Loans (together with accrued interest
      thereon) to be, and the Loans (together with accrued interest thereon)
      shall thereupon become, immediately due and payable without presentment,
      demand, protest or other notice of any kind, all of which are hereby
      waived by the Obligors;




 

provided that in
the case of any of the Events of Default specified in clause (h) or
(i) above
with respect to the Company, without any notice to any Obligor or any other act
by the Administrative Agent or the Lenders, the Commitments shall thereupon
automatically terminate and the Loans (together with accrued interest thereon)
shall automatically become immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by
the Obligors.

 

Section
6.02  .
Notice of Default. The
Administrative Agent shall give notice under Section
6.01(d) promptly
upon being requested to do so by any Lender and shall thereupon notify all the
Lenders thereof.

 

Section
6.03  .
Cash Cover. The
Company agrees, in addition to the provisions of Section
6.01 hereof,
that upon the occurrence and during the continuance of any Event of Default, it
shall, if requested by the Administrative Agent upon the instruction of the
Required Lenders, pay to the Administrative Agent an amount in immediately
available funds (which funds shall be held as collateral pursuant to
arrangements satisfactory to the Administrative Agent) equal to the aggregate
amount available for drawing under all Letters of Credit then outstanding at
such time, provided that,
upon the occurrence of any Event of Default specified in Section
6.01(h) or
Section
6.01(i) with
respect to the Company, the Company shall pay such amount forthwith without any
notice or demand or any other act by the Administrative Agent or the
Lenders.

 

Section
6.04  .
Rescission. If at any
time after termination of the Commitments or acceleration of the maturity of the
Loans, the Borrowers shall pay all arrears of interest and all payments on
account of principal of the Loans and Reimbursement Obligations owing by them
that shall have become due otherwise than by acceleration and all Events of
Default (other than non-payment of principal of and accrued interest on the
Loans due and payable solely by virtue of acceleration) shall be remedied or
waived pursuant to Section
11.05, then
upon the written consent of the Required Lenders and written notice to the
Company, the termination of the Commitments and the acceleration and their
consequences may be rescinded and annulled; but such action shall not affect any
subsequent Default or impair any right or remedy consequent
thereon.

 

 







50












     
ARTICLE 7  

THE
AGENTS

 

Section
7.01  .
Appointment and Authorization. Each
Lender irrevocably appoints and authorizes the Administrative Agent to take such
action as agent on its behalf and to exercise such powers under the Loan
Documents as are delegated to the Administrative Agent by the terms thereof,
together with all such powers as are reasonably incidental thereto.

 

Section
7.02  .
Administrative Agent and Affiliates. JPMorgan
Chase Bank, N.A., shall have the same rights and powers under the Loan Documents
as any other Lender and may exercise or refrain from exercising the same as
though it were not the Administrative Agent, and JPMorgan Chase Bank, N.A., and
its affiliates may accept deposits from, lend money to, and generally engage in
any kind of business with the Company or any Subsidiary or affiliate of the
Company as if it were not the Administrative Agent hereunder.

 

Section
7.03  .
Action by Administrative Agent. The
obligations of the Administrative Agent under the Loan Documents are only those
expressly set forth therein. Without limiting the generality of the foregoing,
the Administrative Agent shall not be required to take any action with respect
to any Default, except as expressly provided in Article
6.

 

Section
7.04  .
Consultation with Experts. The
Administrative Agent may consult with legal counsel (who may be counsel for a
Borrower), independent public accountants and other experts selected by it and
shall not be liable for any action taken or omitted to be taken by it in good
faith in accordance with the advice of such counsel, accountants or
experts.

 

Section
7.05  .
Liability of Administrative Agent. Neither
the Administrative Agent nor any of its affiliates nor any of their respective
directors, officers, agents or employees shall be liable for any action taken or
not taken by it in connection with the Loan Documents (i) with the consent or at
the request of the Required Lenders or (ii) in the absence of its own gross
negligence or willful misconduct. Neither the Administrative Agent nor any of
its affiliates nor any of their respective directors, officers, agents or
employees shall be responsible for or have any duty to ascertain, inquire into
or verify (i) any
statement, warranty or representation made in connection with the Loan Documents
or any borrowing hereunder; (ii) the
performance or observance of any of the covenants or agreements of any Borrower;
(iii) the
satisfaction of any condition specified in Article
3, except
receipt of items required to be delivered to the Administrative Agent; or
(iv) the
validity, effectiveness or genuineness of the Loan Documents other than its own
execution and delivery thereof or any other instrument or writing furnished in
connection therewith. The Administrative Agent shall not incur any liability by
acting in reliance upon any notice, consent, certificate, statement, or other
writing (which may be a bank wire, telex, facsimile transmission or similar
writing) believed by it to be genuine or to be signed by the proper party or
parties. Without limiting the generality of the foregoing, the use of the term
"agent" in this
Agreement with reference to the Administrative Agent is not intended to connote
any fiduciary or other implied (or express) obligations arising under agency
doctrine of any applicable law. Instead, such term is used merely as a matter of
market custom and is intended to create or reflect only an administrative
relationship between independent contracting parties.

 







51












Section
7.06  .
Indemnification. Each
Lender shall, ratably in accordance with its Commitment, indemnify the
Administrative Agent, its affiliates and their respective directors, officers,
agents and employees (to the extent not reimbursed by the Borrowers) against any
cost, expense (including counsel fees and disbursements), claim, demand, action,
loss or liability (except such as result from such indemnitees' gross negligence
or willful misconduct) that such indemnitees may suffer or incur in connection
with the Loan Documents or any action taken or omitted by such indemnitees
thereunder.

 

Section
7.07  .
Credit Decision. Each
Lender acknowledges that it has, independently and without reliance upon any
Agent or any other Lender, and on the basis of such documents and information as
it has deemed appropriate, made its own credit analysis and decision to enter
into this Agreement. Each Lender also acknowledges that it will, independently
and without reliance upon any Agent or any other Lender, and on the basis of
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking any action
under the Loan Documents.

 

Section
7.08  .
Successor Administrative Agent. (a)
Effective upon the acceptance of an appointment of a successor Administrative
Agent in accordance with the provisions below, the Administrative Agent may
resign at any time by giving 30 days' prior written notice thereof to the
Lenders and the Company. Upon any such resignation, the Required Lenders shall
have the right to appoint a successor Administrative Agent with (so long as no
Default shall have occurred and be continuing) the consent of the Company, which
consent shall not be unreasonably withheld. If no successor Administrative Agent
shall have been so appointed by the Required Lenders with the Company's consent,
and shall have accepted such appointment, within 60 days after the retiring
Administrative Agent gives notice of resignation, then the retiring
Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent, which shall be a commercial bank organized or licensed
under the laws of the United States of America or of any State thereof and
having a combined capital and surplus of at least $500,000,000 and reasonably
satisfactory to the Company. Upon the acceptance of its appointment as
Administrative Agent hereunder by a successor Administrative Agent, such
successor Administrative Agent shall thereupon succeed to and become vested with
all the rights and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder. After any retiring Administrative Agent's resignation hereunder as
Administrative Agent, the provisions of this Article shall inure to its benefit
as to any actions taken or omitted to be taken by it while it was Administrative
Agent.

 


	(b)  	
      If
      at any time a successor Administrative Agent shall have been appointed
      pursuant to subsection (a) of this Section
      7.08,
      the Company shall have the right (with the consent of such successor) to
      substitute such successor for JPMorgan Chase Bank, N.A. as an Issuing
      Lender and Swingline Lender, provided that all Swingline Loans made by
      JPMorgan Chase Bank, N.A. shall be repaid in full together with accrued
      interest thereon and any outstanding Letters of Credit issued by JPMorgan
      Chase Bank, N.A. shall be cancelled.




 







52












Section
7.09  .
Agents' Fees. The
Company shall pay to each Agent for its own account fees in the amounts and at
the times previously agreed upon between the Company and such
Agent.

 

Section
7.10  .
Other Agents. Nothing
in this Agreement shall impose upon any Agent other than the Administrative
Agent, in its capacity as such an Agent, any obligation or liability
whatsoever.

 

 

ARTICLE
8  

CHANGE IN
CIRCUMSTANCES

 

Section
8.01  .
Basis for Determining Interest Rate Inadequate or Unfair. If on or
prior to the first day of any Interest Period for any CD Loan, Euro-Currency
Loan or Competitive Bid LIBOR Loan:

 


	(a)  	
      the
      Administrative Agent is advised by the Reference Banks that deposits in
      the applicable currency are not being offered to the Reference Banks in
      the relevant market for such Interest Period,
or




 


	(b)  	
      in
      the case of CD Loans or Euro-Currency Loans, Lenders having 50% or more of
      the aggregate amount of the Commitments advise the Administrative Agent
      that the Adjusted CD Rate or the Applicable Interbank Offered Rate, as the
      case may be, as determined by the Administrative Agent will not adequately
      and fairly reflect the cost to such Lenders of funding their CD Loans or
      Euro-Currency Loans, as the case may be, for such Interest
      Period,




 

the
Administrative Agent shall forthwith give notice thereof to the Borrower and the
Lenders, whereupon until the Administrative Agent notifies the Borrower that the
circumstances giving rise to such suspension no longer exist, (i) the
obligations of the Lenders to make CD Loans or Euro-Currency Loans (in the
affected currency) or to continue or convert outstanding Loans as or into CD
Loans or Euro-Currency Loans (in the affected currency) shall be suspended and
(ii) each
outstanding CD Loan or Euro-Currency Loan (in the affected currency) shall be
prepaid (or, in the case of a Dollar-Denominated Loan, converted into a Base
Rate Loan) on the last day of the then current Interest Period applicable
thereto and (iii) if the Administrative Agent or the Company so requires, the
Administrative Agent and the Company shall enter into negotiations (for a period
of not more than thirty days) with a view to agreeing a substitute basis for
determining the rate of interest applicable to Euro-Currency Loans in the
affected currency. Any alternative basis agreed pursuant to this clause
‎(c)
shall, with the prior consent of all the Lenders and the Company, be binding on
all parties to this Agreement. Unless the Borrower notifies the Administrative
Agent at least two Domestic Business Days before the date of any Fixed Rate
Borrowing for which a
Notice of Borrowing has previously been given that it elects not to borrow on
such date, (i) if such Fixed Rate Borrowing is a Syndicated Borrowing, such
Borrowing shall instead be made as a Base Rate Borrowing in an equal Dollar
Amount and (ii) if such Fixed Rate Borrowing is a Competitive Bid LIBOR
Borrowing, then the Competitive Bid LIBOR Loans comprising such Borrowing shall
bear interest for each day from and including the first day to but excluding the
last day of the Interest Period applicable thereto at the Base Rate for such
day.

 







53












Section
8.02  .
Illegality. If, on or
after the date of this Agreement, the adoption of any applicable law, rule or
regulation, or any change in any applicable law, rule or regulation, 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 compliance by any Lender (or its Euro-Currency
Lending Office) with any request or directive (whether or not having the force
of law) issued after the date of this Agreement by any such authority, central
bank or comparable agency shall make it unlawful or impossible for any Lender
(or its Euro-Currency Lending Office) to make, maintain or fund any of its
Euro-Currency Loans in any currency and such Lender shall so notify the
Administrative Agent, the Administrative Agent shall forthwith give notice
thereof to the other Lenders and the Borrower, whereupon until such Lender
notifies the Borrower and the Administrative Agent that the circumstances giving
rise to such suspension no longer exist, the obligation of such Lender to make
Euro-Currency Loans in such currency, or to convert outstanding Loans into
Euro-Currency Loans in such currency, shall be suspended. Before giving any
notice to the Administrative Agent pursuant to this Section, such Lender shall
designate a different Euro-Currency Lending Office if such designation will
avoid the need for giving such notice and will not, in the reasonable judgment
of such Lender, be otherwise disadvantageous to such Lender. If such notice is
given, each Euro-Currency Loan in such currency of such Lender then outstanding
shall be converted to a Base Rate Loan (in the case of an Alternative Currency
Loan, in a principal amount determined on the basis of the Spot Rate on the date
of conversion) either (a) on the
last day of the then current Interest Period applicable to such Euro-Dollar Loan
if such Lender may lawfully continue to maintain and fund such Loan to such day
or (b)
immediately if such Lender shall determine that it may not lawfully continue to
maintain and fund such Loan to such day. Interest
and principal on any such Base Rate Loan shall be payable on the same dates as,
and on a pro rata basis with, the interest and principal payable on the related
Euro-Currency Loans of the other Lenders.

 

Section
8.03  .
Increased Cost and Reduced Return. (a) If on or
after (x) the date hereof, in the case of any Committed Loan or Letter of Credit
or any obligation to make Committed Loans or issue or participate in any Letter
of Credit or (y) the date of any related Competitive Bid Quote, in the case of
any Competitive Bid Loan (in each case described in (x) and (y), the
"Applicable
Date"), the
adoption of any applicable law, rule or regulation, or any change in any
applicable law, rule or regulation, 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 compliance
by any Lender (or its Applicable Lending Office) with any request or directive
(whether or not having the force of law) issued after the date of this Agreement
by any such authority, central bank or comparable agency shall impose, modify or
deem applicable any reserve (including, without limitation, any such requirement
imposed by the Board of Governors of the Federal Reserve System, but excluding
(i) with
respect to any CD Loan any such requirement included in an applicable Domestic
Reserve Percentage and (ii) with
respect to any Euro-Currency Loan any such requirement included in an applicable
Euro-Currency Reserve Percentage), special deposit, insurance assessment
(excluding, with respect to any CD Loan, any such requirement reflected in an
applicable Assessment Rate) or similar requirement against assets of, deposits
with or for the account of, or credit extended by, any Lender (or its Applicable
Lending Office) or shall impose on any Lender (or its Applicable Lending Office)
or the London interbank market any other condition affecting its Fixed Rate
Loans, its Note or its obligation to make Fixed Rate Loans or its obligations
hereunder in respect of Letters of Credit and the result of any of the foregoing
is to increase the cost to such Lender (or its Applicable Lending Office) of
making or maintaining any Fixed Rate Loan or of issuing or participating in any
Letter of Credit, or to reduce the amount of any sum received or receivable by
such Lender (or its Applicable Lending Office) under this Agreement or under its
Note with respect thereto, by an amount deemed by such Lender to be material,
then, within 15 days after demand by such Lender (with a copy to the
Administrative Agent), the Company shall pay, or shall cause another Borrower to
pay, such Lender such additional amount or amounts as will compensate such
Lender for such increased cost or reduction.

 


	(b)  	
      If
      any Lender shall have determined that, after the Applicable Date, the
      adoption of any applicable law, rule or regulation regarding capital
      adequacy, or any change in any such law, rule or regulation, 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 any request or directive
      regarding capital adequacy (whether or not having the force of law) of any
      such authority, central bank or comparable agency, has or would have the
      effect of reducing the rate of return on capital of such Lender (or its
      Parent) as a consequence of such Lender's obligations hereunder to a level
      below that which such Lender (or its Parent) could have achieved but for
      such adoption, change, request or directive (taking into consideration its
      policies with respect to capital adequacy) by an amount deemed by such
      Lender to be material, then from time to time, within 15 days after demand
      by such Lender (with a copy to the Administrative Agent), the Company
      shall pay to such Lender such additional amount or amounts as will
      compensate such Lender (or its Parent) for such
  reduction.




 


	(c)  	
      Each
      Lender will promptly notify the Company and the Administrative Agent of
      any event of which it has knowledge, occurring after the Applicable Date,
      which will entitle such Lender to compensation pursuant to this Section
      and will designate a different Applicable Lending Office if such
      designation will avoid the need for, or reduce the amount of, such
      compensation and will not, in the reasonable judgment of such Lender, be
      otherwise disadvantageous to such Lender. A certificate of any Lender
      claiming compensation under this Section shall be delivered to the Company
      and the Administrative Agent setting forth the additional amount or
      amounts to be paid to it hereunder which certificate, accompanied by a
      computation thereof in reasonable detail, shall be conclusive in the
      absence of manifest error. In determining such amount, such Lender may use
      any reasonable averaging and attribution methods.
      Notwithstanding subsection (a) of this Section, the Company shall only be
      obligated to compensate any Lender for any amount arising or accruing
      during (i) any time or period commencing not more than 90 days prior to
      the date on which such Lender notifies the Administrative Agent and the
      Company that it proposes to demand such compensation and identifies to the
      Administrative Agent and the Company the statute, regulation or other
      basis upon which the claimed compensation is or will be based and (ii) any
      time or period during which, because of the retroactive application of
      such statute, regulation or other such basis, such Lender did not know
      that such
      amount would arise or accrue.




 







54












(d)  Section
8.03 does not
apply to the extent any Increased Cost is:

 


	(i)  	
      attributable
      to any taxes, whether or not such taxes are excluded from the definition
      of "Taxes"
      for the purpose of Section
      8.04;




 


	(ii)  	
      compensated
      for by the payment of the Mandatory Cost;
or




 


	(iii)  	
      attributable
      to the willful breach by the relevant Lender or its affiliates of any law
      or regulation.




 


	(e)  	
      If
      the cost to any Lender of making or maintaining any Loan to or of issuing
      or maintaining any Letter of Credit for the account of an Eligible
      Subsidiary (other than Praxair Canada Inc. and PESL) is increased, or the
      amount of any sum received or receivable by any Lender (or its Applicable
      Lending Office) is reduced by an amount deemed by such Lender to be
      material, by reason of the fact that an Eligible Subsidiary (other than
      Praxair Canada Inc. and PESL) is incorporated in, or conducts business in,
      a jurisdiction outside the United States, the legal basis therefor shall
      be deemed to come into effect initially on the date such Person becomes an
      Eligible Subsidiary hereunder (i.e.,
      to constitute a change in law subsequent to the Applicable Date for
      purposes of this Section
      8.03).




 

Section
8.04  .
Taxes. (a) For
purposes of this Section
8.04, the
following terms have the following meanings:

 

"Taxes" means
any and all present or future taxes, duties, levies, imposts, deductions,
charges or withholdings, including any surcharges, penalties, or interest
imposed by any governmental authority, with respect to any payment by any
Obligor pursuant to this Agreement, excluding in the
case of the Administrative Agent and each Lender, (a) taxes, duties, levies,
imposts, deductions, charges or withholdings imposed on or measured by net
income, profits (including taxes in the nature of branch profit taxes) or
overall gross receipts and franchise or similar taxes imposed by a jurisdiction
under the laws of which such Lender or the Administrative Agent (as the case may
be) is organized or resident or in which its principal executive office is
located or in which its Applicable Lending Office is located or with which the
Administrative Agent or such Lender has any other connection (other than a
connection that is deemed to arise solely by reason of both (A) the transactions
contemplated by this Agreement and (B) an Obligor being organized in,
maintaining an office in, conducting business in, or having a connection with,
such jurisdiction) and (b) any tax, duty, levy, impost, deduction, charge or
withholding, that is imposed on amounts payable to the Administrative Agent or a
Lender (i) in respect of a Competitive Bid Loan under a law that is in effect on
the date of the related Competitive Bid Quote or (ii) under a law of the United
States or Spain that is in effect at the time the Administrative Agent or such
Lender becomes a party to this Agreement, except to the extent that such
Person's predecessor or assignor, if any, was entitled, immediately prior to the
change of the Administrative Agent or the assignment, to receive additional
amounts from an Obligor with respect to such tax pursuant to this
Section.

 

"Other
Taxes" means
any present or future stamp or documentary taxes and any other excise or
property taxes, or similar charges or levies, including any surcharges,
penalties or interest, which arise from any payment made pursuant to this
Agreement or from the execution, delivery, registration or enforcement of this
Agreement.

 


	(b)  	
      All
      payments by any Obligor to or for the account of any Lender or the
      Administrative Agent hereunder shall be made without deduction for any
      Taxes or Other Taxes; provided
      that, if any Obligor shall be required by law to deduct any Taxes or Other
      Taxes from any such payment, (i)
      the sum payable shall be increased as necessary so that after making all
      required deductions (including deductions applicable to additional sums
      payable under this Section) such Lender or the Administrative Agent (as
      the case may be) receives an amount equal to the sum it would have
      received had no such deductions been made, (ii)
      such Obligor shall make such deductions, (iii) such
      Obligor shall pay the full amount deducted to the relevant taxation
      authority or other authority in accordance with applicable law and (iv)
      such
      Obligor shall furnish to the Administrative Agent, at its address
      specified in or pursuant to Section
      11.01,
      the original or a certified copy of a receipt evidencing payment
      thereof.




 


	(c)  	
      The
      Obligors agree to indemnify each Lender and the Administrative Agent for
      the full amount of Taxes and Other Taxes (including, without limitation,
      any Taxes or Other Taxes imposed or asserted (whether or not correctly) by
      any jurisdiction on amounts payable under this Section) paid by such
      Lender or the Administrative Agent (as the case may be) and any penalties,
      charges, surcharges and interest arising therefrom or with respect
      thereto, provided,
      however,
      that no Obligor shall be required to indemnify any Lender or the
      Administrative Agent under this Section
      8.04
      for any liability arising as a result of such Lender's or Administrative
      Agent's willful misconduct or gross negligence. This indemnification shall
      be paid within 30 days after such Lender or the Administrative Agent (as
      the case may be) makes demand therefor.




 







55













	(d)  	
      If
      any Obligor is (or would be) required to pay additional amounts or
      indemnification payments to or for the account of any Lender pursuant to
      this Section, then such Lender will, at such Obligor's request, change the
      jurisdiction of its Applicable Lending Office, or take any other action
      reasonably requested by such Obligor, if in the judgment of such Lender,
      such change or action (i)
      will eliminate or reduce any such additional payment which may thereafter
      accrue and (ii) is
      not otherwise deemed by such Lender to be materially disadvantageous to
      it. Upon the reasonable request of any Obligor, and at such Obligor's
      expense, each Lender shall use reasonable efforts to cooperate with such
      Obligor with a view to obtaining a refund of any Taxes which were not
      correctly or legally imposed and for which such Obligor has indemnified
      such Lender under this Section
      8.04 if
      such cooperation would not, in the good faith judgment of such Lender, be
      materially disadvantageous to such Lender; provided
      that nothing in this Section
      8.04(d)
      shall be construed to require any Lender to institute any administrative
      proceeding (other than the filing of a claim for any such refund) or
      judicial proceeding to obtain any such refund if such proceeding would, in
      the judgment of such Lender, be disadvantageous or materially adverse to
      such Lender.




 


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




 


	(f)  	
      Each
      Lender organized under the laws of a jurisdiction outside the United
      States, on or prior to the date of its execution and delivery of this
      Agreement in the case of each Lender listed on the signature pages hereof
      and on or prior to the date on which it becomes a Lender in the case of
      each other Lender, and from time to time thereafter if requested in
      writing by the Company (but only so long as such Lender remains lawfully
      able to do so), shall provide the Company with (i) Internal Revenue
      Service Form W-8BEN or any successor form prescribed by the Internal
      Revenue Service, certifying that such Lender is entitled to benefits under
      an income tax treaty to which the United States is a party which exempts
      the Lender from United States withholding tax or reduces the rate of
      withholding tax on payments for the account of such Lender, (ii) Internal
      Revenue Service Form W-8ECI or any successor form prescribed by the
      Internal Revenue Service, certifying that the income receivable pursuant
      to this Agreement is effectively connected with the conduct of a trade or
      business in the United States or
      (iii) in the case of a Lender claiming the benefits of the exemption for
      portfolio interest under Section 881(c) of the Internal Revenue Code, (x)
      a certificate to the effect that such Lender is not (A) a "bank" within
      the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (B) a
      "10 percent shareholder" of the Company within the meaning of Section
      881(c)(3)(B) of the Internal Revenue Code, or (C) a "controlled foreign
      corporation" described in Section 881(c)(3)(C) of the Internal Revenue
      Code and (y) two duly completed originals of Internal Revenue Service Form
      W-8BEN, or any successor form prescribed by the Internal Revenue Service,
      establishing the Lender's status as beneficial owner and (to the extent
      the Lender is legally entitled) establishing any applicable exemption from
      or reduction in Tax with respect to payments other than interest (under an
      applicable tax treaty). Each such Lender further undertakes to deliver to
      the Company such renewals or additional copies of such forms (or successor
      forms) on or before the date that such form expires or becomes obsolete,
      and after the occurrence of any event requiring a change in the most
      recent forms so delivered by it, such additional forms or amendments
      thereto necessary to reflect such change.




 







56













	(g)  	
      For
      any period with respect to which a Lender has failed to provide the
      Company with the appropriate form pursuant to Section
      8.04(f)
      (unless such failure is due to a change in treaty, law or regulation
      occurring subsequent to the date on which such form originally was
      required to be provided), such Lender shall not be entitled to
      indemnification under Section
      8.04(b) or
      8.04(c)
      with respect to Taxes imposed by the United States; provided
      that if a Lender, which is otherwise exempt from or subject to a reduced
      rate of withholding tax, becomes subject to Taxes because of its failure
      to deliver a form required hereunder, the Company shall take such steps as
      such Lender shall reasonably request, and at the expense of such Lender,
      to assist such Lender to recover such
Taxes.




 


	(h)  	
      Each
      Lender, before it signs and delivers this Agreement in the case of each
      Lender listed on the signature pages hereof and before it becomes a Lender
      in the case of each other Lender, and from time to time thereafter if
      requested in writing by any Obligor (but only so long as such Lender
      remains lawfully able to do so), shall provide the relevant Obligor and
      the Administrative Agent any form or certificate required under law in
      order that any payment by any Obligor under this Agreement to such Lender
      may be made without deduction or withholding for or on account of any
      Taxes imposed by a jurisdiction outside the United States (or to allow any
      such deduction or withholding to be at a reduced rate), provided that (i)
      such Lender is legally entitled to complete, execute and deliver such form
      or certificate, (ii) such completion, execution and submission is not
      materially disadvantageous to such Lender and (iii) the relevant Obligor
      has requested that such Lender deliver such form or certificate with
      respect to such jurisdiction. To the extent it can lawfully do so at such
      time, each such Lender shall deliver appropriate revisions to or
      replacements of the above referenced forms or certificates to the relevant
      Obligor and the Administrative Agent on or before the earlier of (i) the
      date on which such forms expire or otherwise become obsolete and (ii) 30
      days after the occurrence of an event which would require a change in the
      most recently delivered form or
certificate.




 


	(i)  	
      For
      any period with respect to which a Lender has failed to provide the
      relevant Obligor or the Administrative Agent with the appropriate form
      referred to in Section
      8.04(h)
      when it is required to do so, such Lender shall not be entitled to
      additional amounts or indemnification under Section
      8.04(b) or
      (c)
      with respect to any Taxes imposed by a jurisdiction outside the United
      States as a result of such failure; provided that if a Lender, that is
      otherwise exempt from or subject to a reduced rate of withholding tax,
      becomes subject to Taxes because of its failure to deliver a form required
      here-under, the relevant Obligor shall take such steps as such Lender
      shall reasonably request, and at the expense of such Lender, to assist
      such Lender to recover such Taxes.




 







57












Section
8.05  .
Base Rate Loans Substituted for Affected Fixed Rate Loans. If (i)
the obligation of any Lender to make, or convert outstanding Loans to,
Euro-Currency Loans in Dollars has been suspended pursuant to Section
8.02 or (ii)
any Lender has demanded compensation under Section
8.03 with
respect to its CD Loans or Euro-Currency Loans in any currency and the Borrower
shall, by at least five Euro-Dollar Business Days' prior notice to such Lender
through the Administrative Agent, have elected that the provisions of this
Section shall apply to such Lender, then, unless and until such Lender notifies
the Borrower that the circumstances giving rise to such suspension or demand for
compensation no longer exist:

 


	(a)  	
      all
      Loans which would otherwise be made by such Lender as (or continued as or
      converted into) CD Loans or Euro-Currency Loans (in the affected currency)
      shall instead be Base Rate Loans (in the case of Alternative Currency
      Loans, in the same Dollar Amount as the Euro-Currency Loan that such
      Lender would otherwise have made in the Alternative Currency) on which
      interest and principal shall be payable contemporaneously with the related
      Fixed Rate Loans of the other Lenders; and




 


	(b)  	
      after
      each of its CD Loans or Euro-Currency Loans (in the affected currency) has
      been repaid (or converted to a Base Rate Loan), all payments of principal
      which would otherwise be applied to repay such Fixed Rate Loans shall be
      applied to repay its Base Rate Loans
instead.




 

If such
Lender notifies the Borrower that the circumstances giving rise to such notice
no longer apply, the principal amount of each such Base Rate Loan shall be
converted into a CD Loan or Euro-Currency Loan on the first day of the next
succeeding Interest Period applicable to the related CD Loans or Euro-Currency
Loans of the other Lenders. If such Loan is converted into an Alternative
Currency Loan, such Lender, the Agent and the Borrower shall make such
arrangements as shall be required (including increasing or decreasing the amount
of such Alternative Currency Loan) so that such Alternative Currency Loan shall
be in the same amount as it would have been if the provisions of this Section
had never applied thereto.

 

Section
8.06  .
Substitution of Lender. If
(i) the
obligation of any Lender to make Euro-Currency Loans or to convert or continue
outstanding Loans into Euro-Currency Loans in any currency shall be suspended
pursuant to Section
8.02,
(ii) any
Lender shall demand compensation pursuant to Section
8.03 or
8.04, or
(iii) there is
a non-extending Lender as contemplated by Section
2.01(c) the
Company shall have the right, with the assistance of the Administrative Agent
and the Issuing Lenders, to require such Lender to assign its Loans, Commitments
and Letter of Credit Liabilities to a lender or lenders (which may be one or
more of the Lenders) in accordance with Section
11.06.

 







58












 

ARTICLE
9  

REPRESENTATIONS
AND WARRANTIES OF ELIGIBLE SUBSIDIARIES

 

Each
Eligible Subsidiary shall be deemed by the execution and delivery of its
Election to Participate to have represented and warranted as of the date thereof
that:

 

Section
9.01  .
Corporate Existence and Power. It is a
corporation duly incorporated, validly existing and, except as could not
reasonably be expected to have a Material Adverse Effect, in good standing under
the laws of its jurisdiction of incorporation and is a Wholly-Owned Consolidated
Subsidiary.

 

Section
9.02  .
Corporate Governmental Authorization; No Contravention. The
execution and delivery by it of its Election to Participate and its Notes, and
the performance by it of this Agreement and its Notes, are within its corporate
powers, have been duly authorized by all necessary corporate action, require no
action by or in respect of, or filing with, any governmental body, agency or
official (other than routine informational filings) and do not contravene, or
constitute a default under, any provision of applicable law or regulation or of
its certificate or incorporation or by-laws or of any agreement, judgment,
injunction, order, decree or other instrument binding upon the Company or such
Eligible Subsidiary or result in the creation or imposition of any Lien on any
asset of the Company or any of its Subsidiaries, except as could not reasonably
be expected to have a Material Adverse Effect.

 

Section
9.03  .
Binding Effect. This
Agreement constitutes a valid and binding agreement of such Eligible Subsidiary
and when and if executed and delivered in accordance with this Agreement, its
Notes, will constitute valid and binding obligations of such Eligible
Subsidiary, in each case enforceable in accordance with its terms except as the
same may be limited by bankruptcy, insolvency or similar laws affecting
creditors' rights generally and by general principles of equity.

 

 

      
ARTICLE 10  

GUARANTY

 

Section
10.01  . The
Guaranty. The
Company hereby unconditionally and absolutely guarantees the full and punctual
payment (whether at stated maturity, upon acceleration or otherwise) of the
principal of and interest on each Loan made to and each Reimbursement Obligation
incurred by each Eligible Subsidiary pursuant to this Agreement, and the full
and punctual payment of all other amounts payable by each Eligible Subsidiary
under this Agreement. Upon failure by any Eligible Subsidiary to pay punctually
any such amount, the Company shall forthwith on demand pay the amount not so
paid at the place and in the manner specified in this Agreement.

 







59












Section
10.02  .
Guaranty Unconditional. The
obligations of the Company hereunder shall be unconditional and absolute and,
without limiting the generality of the foregoing, shall not be released,
discharged or otherwise affected by:

 


	(a)  	
      any
      extension, renewal, settlement, compromise, waiver or release in respect
      of any obligation of any Eligible Subsidiary under this Agreement or any
      Note, by operation of law or otherwise;




 


	(b)  	
      any
      modification or amendment of or supplement to this Agreement or any
      Note;




 


	(c)  	
      any
      change in the corporate existence, structure or ownership of any Eligible
      Subsidiary, or any insolvency, bankruptcy, reorganization or other similar
      proceeding affecting any Eligible Subsidiary or its assets or any
      resulting release or discharge of any obligation of any Eligible
      Subsidiary contained in this Agreement or any
Note;




 


	(d)  	
      the
      existence of any claim, set-off or other rights which the Company may have
      at any time against any Eligible Subsidiary, the Administrative Agent, any
      Lender or any other Person, whether in connection herewith or any
      unrelated transactions; provided
      that nothing herein shall prevent the assertion of any such claim by
      separate suit or compulsory counterclaim;




 


	(e)  	
      any
      invalidity or unenforceability relating to or against any Eligible
      Subsidiary for any reason of this Agreement or any Note, or any provision
      of applicable law or regulation purporting to prohibit the payment by any
      Eligible Subsidiary of the principal of or interest on any Note or any
      other amount payable by it under this Agreement;
or




 


	(f)  	
      any
      other act or omission to act or delay of any kind by any Eligible
      Subsidiary, the Administrative Agent, any Lender or any other Person or
      any other circumstance whatsoever which might, but for the provisions of
      this paragraph, constitute a legal or equitable discharge of or defense to
      the Company's obligations hereunder.




 

Section
10.03  .
Discharge Only upon Payment in Full; Reinstatement in Certain Circumstances.
The
Company's obligations hereunder shall remain in full force and effect until the
Commitments shall have terminated and the principal of and interest on the
Loans, the Reimbursement Obligations and all other amounts payable by the
Company and each Eligible Subsidiary under this Agreement shall have been paid
in full. If at any time any payment of the principal of or interest on any Loan
or any other amount payable by any Eligible Subsidiary under this Agreement is
rescinded or must be otherwise restored or returned upon the insolvency,
bankruptcy or reorganization of any Eligible Subsidiary or otherwise, the
Company's obligations hereunder with respect to such payment shall be reinstated
at such time as though such payment had been due but not made at such
time.

 







60












Section
10.04  .
Waiver by the Company. The
Company irrevocably waives acceptance hereof, presentment, demand, protest and
any notice not provided for herein, as well as any requirement that at any time
any action be taken by any Person against any Eligible Subsidiary or any other
Person.

 

Section
10.05  .
Subrogation. Upon
making any payment with respect to any Eligible Subsidiary hereunder, the
Company shall be subrogated to the rights of the payee against such Eligible
Subsidiary with respect to such payment; provided that the
Company shall not enforce any payment by way of subrogation unless all amounts
of principal of and interest on the Loans to such Eligible Subsidiary and all
other amounts payable by such Eligible Subsidiary under this Agreement have been
paid in full.

 

Section
10.06  .
Stay of Acceleration. If
acceleration of the time for payment of any amount payable by any Eligible
Subsidiary under this Agreement or its Notes is stayed upon insolvency,
bankruptcy or reorganization of such Eligible Subsidiary, all such amounts
otherwise subject to acceleration under the terms of this Agreement shall
nonetheless be payable by the Company hereunder forthwith on demand by the
Administrative Agent made at the request of the Required Lenders.

 

 

     
ARTICLE 11  

MISCELLANEOUS

 

Section
11.01  .
Notices. (a) Except
as provided in Section
11.01(b) below,
all notices, requests, instructions and other communications to any party
hereunder shall be in writing (including bank wire, telex, facsimile
transmission or similar writing) and shall be given to such party: (w) in the
case of the Company or the Administrative Agent, at its address, facsimile
number or telex number (if any) set forth on the signature pages hereof, (x) in
the case of any Lender, at its address, facsimile number or telex number (if
any) set forth in its Administrative Questionnaire, (y) in the case of any
Eligible Subsidiary, to it in care of the Company or (z) in the case of any
party hereto, such other address, facsimile number or telex number as such party
may hereafter specify for the purpose by notice to the Administrative Agent and
the Company. Each such notice, request or other communication shall be effective
(i) if given
by telex, when such telex is transmitted to the telex number specified in this
Section and the appropriate answerback is received, (ii) if given
by facsimile transmission, when transmitted to the facsimile number specified in
this Section and confirmation of receipt is received, (iii) if given
by mail, 72 hours after such communication is deposited in the mails with first
class postage prepaid, addressed as aforesaid or (iv) if given
by any other means, when delivered at the address specified in this Section;
provided that notices to the Administrative Agent under Article
2 or
Article
8 shall
not be effective until received.

 


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




 







61













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




 

Section
11.02  . No
Waivers. No
failure or delay by the Administrative Agent or any Lender in exercising any
right, power or privilege under any Loan Document shall operate as a waiver
thereof nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.
The rights and remedies provided in the Loan Documents shall be cumulative and
not exclusive of any rights or remedies provided by law.

 

Section
11.03  .
Expenses; Indemnification. (a) The
Company shall pay (i) all
reasonable out-of-pocket expenses of the Agents, including reasonable fees and
disbursements of one special counsel (Davis Polk & Wardwell) for the Agents,
in connection with the preparation of this Agreement, any waiver or consent
hereunder or any amendment hereof or any Default or alleged Default hereunder
and (ii) if an
Event of Default occurs, all out-of-pocket expenses incurred by the Agents or
any Lender, including reasonable fees and disbursements of counsel (including
the cost of staff counsel when used in lieu of separate special counsel), in
connection with such Event of Default and collection and other enforcement
proceedings resulting therefrom.

 


	(b)  	
      The
      Company shall indemnify each Lender and its directors, officers and
      employees for, and hold each Lender and its directors, officers and
      employees harmless from and against (i)
      any and all damages, losses and other liabilities of any kind, including,
      without limitation, judgments and costs of settlement, and (ii)
      any and all out-of-pocket costs and expenses of any kind, including,
      without limitation, reasonable fees and disbursements of counsel,
      including the cost of staff counsel where used in lieu of separate special
      counsel, and any other costs of defense, including, without limitation,
      costs of discovery and investigation, for such Lender and its officers and
      directors (all of which shall be paid or reimbursed by the Company within
      30 days of receipt of an invoice thereof), suffered or incurred in
      connection with any investigative, administrative or judicial proceeding
      (whether or not such Lender shall be designated a party thereto) relating
      to or arising out of this Agreement or any actual or proposed use of
      proceeds of Loans hereunder; provided
      that
      such Lender and its directors, officers and employees shall have no right
      to be indemnified or held harmless hereunder for the gross negligence or
      willful misconduct of such Lender or its directors, officers or employees
      as finally determined by a court of competent jurisdiction. The Company
      shall indemnify and hold harmless each Agent, in its capacity as an Agent
      hereunder, to the same extent that the Company indemnifies and holds
      harmless each Lender pursuant to this
Section.




 







62












Section
11.04  .
Sharing of Set-offs. Each
Lender agrees that if it shall, by exercising any right of set-off or
counterclaim or otherwise, receive payment of a proportion of the aggregate
amount then due with respect to the Loans and Letter of Credit Liabilities held
by it which is greater than the proportion received by any other Lender in
respect of the aggregate amount then due with respect to the Loans and Letter of
Credit Liabilities held by such other Lender, the Lender receiving such
proportionately greater payment shall purchase such participations in the Loans
and Letter of Credit Liabilities held by the other Lenders, and such other
adjustments shall be made, as may be required so that all such payments shall be
shared by the Lenders pro rata; provided that if
at any time thereafter, the Lender that originally received such payment is
required to repay (whether to the Company or to any other Person) all or any
portion of such payment, each other Lender shall promptly (and in any event
within five Domestic Business Days of its receipt of notification from such
Lender requiring such repayment) repay to such Lender the portion of such
payment previously received by it under this Section
11.04,
together with such amount (if any) as is equal to the appropriate portion of any
interest (in respect of the period during which such other Lender held such
amount) such Lender shall have been obligated to pay when repaying such amount
as aforesaid, in exchange for such participation in the Loans and Letter of
Credit Liabilities of such other Lender as was previously purchased by such
Lender. Nothing in this Section shall impair the right of any Lender to exercise
any right of set-off or counterclaim it may have and to apply the amount subject
to such exercise to the payment of indebtedness of any Borrower other than its
indebtedness under the Loan Documents.

 

Section
11.05  .
Amendments and Waivers. (a) Any
provision of this Agreement or the Notes may be amended or waived if, but only
if, such amendment or waiver is in writing and is signed by the Company and the
Required Lenders (and, if the rights or duties of any Agent are affected
thereby, by such Agent). Notwithstanding the foregoing, no such amendment or
waiver shall,

 

(i)  unless
signed by all affected Lenders,

 


	(A)  	
      increase
      any Commitment,




 


	(B)  	
      reduce
      the principal of or rate of interest on any Loan or the amount to be
      reimbursed in respect of any Letter of Credit or any interest thereon or
      any fees hereunder,




 







63













	(C)  	
      postpone
      the date fixed for any payment of principal of or interest on any Loan or
      for reimbursement in respect of any Letter of Credit or interest thereon
      or any fees hereunder or for termination of any Commitment;
      or,




 

(ii)  unless
signed by all Lenders,

 


	(A)  	
      release
      the Company from any obligation under Article
      10,




 


	(B)  	
      change
      the percentage of the Credit Exposures, which shall be required for the
      Lenders or any of them to take any action under this Section or any other
      provision of this Agreement,




 


	(C)  	
      amend
      or waive the provisions of this Section
      11.05;
      or




 


	(iii)  	
      unless
      signed by a Designated Lender or its Designating Lender, (A)
      subject such Designated Lender to any additional obligation, (B)
      affect its rights hereunder (unless the rights of all the Lenders
      hereunder are similarly affected) or (C)
      change this clause 11.05(a)(iii).




 


	(b)  	
      The
      exercise of the Borrower of its right to extend the Termination Date by
      operation of Section
      2.01(c)
      shall not constitute an amendment subject to this Section 11.05.
      Furthermore, the exercise by the Company of its right to decrease the
      Commitments pursuant to Section
      2.09
      shall not be deemed to require the consent of any party to this Agreement.
      For the avoidance of doubt the exercise by the Company of its option to
      increase the aggregate amount of the Commitments pursuant to Section
      2.20
      shall not require the consent of any Person except for the consent of the
      Administrative Agent, any Additional Lender and each Lender whose
      Commitment is to be increased.




 


	(c)  	
      In
      addition, the Company and the Administrative Agent may mutually agree on
      supplemental or modified terms and procedures for the making of
      Competitive Bid Loans denominated in an Alternative Currency. Such terms
      and procedures shall govern Competitive Bid Loans covered thereby and made
      pursuant to Competitive Bid Quote Requests given after the Lenders shall
      have received notice of such supplemental or modified procedures,
      notwithstanding any inconsistent provisions in this
    Agreement.




 

Section
11.06  .
Successors and Assigns. (a) The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns, except that no
Borrower may assign or otherwise transfer any of its rights under this Agreement
(other than in accordance with Section
5.04) without
the prior written consent of all Lenders.

 







64













	(b)  	
      Any
      Lender may at any time grant to one or more banks or other institutions
      (each a "Participant")
      participating interests in its Commitment or any or all of its Loans and
      Letter of Credit Liabilities. In the event of any such grant by a Lender
      of a participating interest to a Participant, whether or not upon notice
      to any Borrower and the Agents, such Lender shall remain responsible for
      the performance of its obligations hereunder, and the Borrowers and the
      Agents shall continue to deal solely and directly with such Lender in
      connection with such Lender's rights and obligations under this Agreement
      and such Lender's Note. Any agreement pursuant to which any Lender may
      grant such a participating interest shall provide that such Lender shall
      retain the sole right and responsibility to enforce the obligations of the
      Borrowers hereunder and under the Notes including, without limitation, the
      right to approve any amendment, modification or waiver of any provision of
      this Agreement; provided
      that such participation agreement may provide that such Lender will not
      agree to any modification, amendment or waiver of this Agreement described
      in clause (A)
      (only to the extent such modification, amendment or waiver would increase
      the Commitment of such Lender), (B) or
      (C) of
      Section
      11.05(a)(i) or
      to any modification, amendment or waiver that would have the effect of
      increasing the amount of a Participant's participation in such Lender's
      Commitment, in any such case without the consent of the Participant. The
      Borrowers agree that each Participant shall, to the extent provided in its
      participation agreement, be entitled to the benefits of Article
      8
      with respect to its participating interest, subject to subsection (e)
      below and the foregoing provisions of this subsection (b). An assignment
      or other transfer which is not permitted by subsection (c) or (d) below
      shall be given effect for purposes of this Agreement only to the extent of
      a participating interest granted in accordance with this subsection
      (b).




 


	(c)  	
      Any
      Lender may at any time assign to one or more Lenders or other institutions
      (each an "Assignee")
      all, or a proportionate part of all, of its rights and obligations under
      this Agreement and the Notes, and such Assignee shall assume such rights
      and obligations, pursuant to an Assignment and Assumption Agreement in
      substantially the form of Exhibit J hereto executed by such Assignee and
      such transferor Lender, with the subscribed consent of the Company, the
      Administrative Agent and each Issuing Lender, in each case not to be
      unreasonably withheld; provided
      that if an Assignee is (i)
      any Person which controls, is controlled by, or is under common control
      with, or is otherwise substantially affiliated with such transferor Lender
      or (ii)
      another Lender, no such consent of the Company or the Administrative Agent
      shall be required; and provided
      further
      that any assignment shall not be less than $5,000,000, or, if less, shall
      constitute an assignment of all of such Lender's rights and obligations
      under this Agreement and the Notes. Upon execution and delivery of such
      instrument and payment by such Assignee to such transferor Lender of an
      amount equal to the purchase price agreed between such transferor Lender
      and such Assignee, such Assignee shall be a Lender party to this Agreement
      and shall have all the rights and obligations of a Lender with a
      Commitment as set forth in such instrument of assumption, and the
      transferor Lender shall be released from its obligations hereunder to a
      corresponding extent, and no further consent or action by any party shall
      be required. Upon the consummation of any assignment pursuant to this
      subsection (c), the transferor Lender, the Administrative Agent and the
      Company shall make appropriate arrangements so that, if required, new
      Notes are issued to the Assignee and the transferor Lender and the
      original Note is canceled, and the Administrative Agent shall notify the
      other Agents of such assignment. In connection with any such assignment,
      the transferor Lender shall pay to the Administrative Agent an
      administrative fee of $3,500 for processing such
    assignment.




 







65













	(d)  	
      Any
      Lender may at any time assign all or any portion of its rights under this
      Agreement and its Note to a Federal Reserve Bank. No such assignment shall
      release the transferor Lender from its obligations
    hereunder.




 


	(e)  	
      No
      Assignee, Participant or other transferee of any Lender's rights shall be
      entitled to receive any greater payment under Section
      8.03 or
      8.04
      than such Lender would have been entitled to receive with respect to the
      rights transferred, unless such transfer is made (i) with the Company's
      prior written consent, (ii) by reason of the provisions of Section
      8.02,
      8.03 or
      8.04
      requiring such Lender to designate a different Applicable Lending Office
      or (iii) solely in the case of an Assignee, to the extent that the right
      to a greater payment results from a change in treaty, law, rule or
      regulation occurring after the date such Assignee became an
      Assignee.




 

Section
11.07  .
Designated Lenders. (a) Subject
to the provisions of this subsection (a), any Lender may at any time designate
an Eligible Designee to provide all or a portion of the Loans to be made by such
Lender pursuant to this Agreement; provided that
such designation shall not be effective unless the Company and the
Administrative Agent consent thereto in writing (which consents shall not be
unreasonably withheld). When a Lender and its Eligible Designee shall have
signed an agreement substantially in the form of Exhibit K hereto (a
"Designation
Agreement") and
the Company and the Administrative Agent shall have signed their respective
consents thereto, such Eligible Designee shall become a Designated Lender for
purposes of this Agreement. The Designating Lender shall thereafter have the
right to permit such Designated Lender to provide all or a portion of the Loans
to be made by such Designating Lender pursuant to Section
2.01 or
2.03, and the
making of such Loans or portion thereof shall satisfy the obligation of the
Designating Lender to the same extent, and as if, such Loans or portion thereof
were made by the Designating Lender. As to any Loans or portion thereof made by
it, each Designated Lender shall have all the rights that a Lender making such
Loans or portion thereof would have had under this Agreement and otherwise;
provided that (x)
its voting rights under this Agreement shall be exercised solely by its
Designating Lender and (y) its Designating Lender shall remain solely
responsible to the other parties hereto for the performance of such Designated
Lender's obligations under this Agreement, including its obligations in respect
of the Loans or portion thereof made by it and its obligations to mitigate and
make assignments under Article
8. No
additional Note shall be required to evidence the Loans or portion thereof made
by a Designated Lender; and the Designating Lender shall be deemed to hold its
Note as agent for its Designated Lender to the extent of the Loans or portion
thereof funded by such Designated Lender. Each Designating Lender shall act as
administrative agent for its Designated Lender and give and receive notices and
other communications on its behalf. Any payments for the account of any
Designated Lender shall be paid to its Designating Lender as administrative
agent for such Designated Lender and neither the Company nor the Administrative
Agent shall be responsible for any Designating Lender's application of such
payments. In addition, any Designated Lender may, with notice to (but without
the prior written consent of) the Company and the Administrative Agent, (i)
assign all or portions of its interest in any Loans to its Designating Lender or
to any financial institutions consented to in writing by the Company and the
Administrative Agent that provide liquidity and/or credit facilities to or for
the account of such Designated Lender to support the funding of Loans or
portions thereof made by it and (ii) disclose on a confidential basis any
non-public information relating to its Loans or portions thereof to any rating
agency, commercial paper dealer or provider of any guarantee, surety, credit or
liquidity enhancement to such Designated Lender.

 







66













	(b)  	
      Each
      party to this Agreement agrees that it will not institute against, or join
      any other person in instituting against, any Designated Lender any
      bankruptcy, insolvency, reorganization or other similar proceeding under
      any federal or state bankruptcy or similar law, for one year and a day
      after all outstanding senior indebtedness of such Designated Lender is
      paid in full. The Designating Lender for each Designated Lender agrees to
      indemnify, save, and hold harmless each other party hereto for any loss,
      cost, damage and expense arising out of its inability to institute any
      such proceeding against such Designated Lender. This subsection (b) shall
      survive the termination of this Agreement.




 

Section
11.08  .
Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.
THIS
AGREEMENT AND EACH NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK. EACH PARTY HERETO HEREBY SUBMITS TO THE
NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN NEW YORK CITY
FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW
OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN
SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE BORROWER, THE AGENTS AND THE
BANKS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES OR THE
TRANSACTIONS CONTEMPLATED HEREBY.

 

Section
11.09  .
Counterparts; Integration. This
Agreement may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon
the same instrument. This Agreement and the fee agreements contemplated by
Sections 2.08(b)(ii) and 7.09 constitute the entire agreement and understanding
among the parties hereto and supersede any and all prior agreements and
understandings, oral or written, relating to the subject matter
hereof.

 







67












Section
11.10  .
Confidentiality. In
addition to any confidentiality requirements under applicable law, each of the
Agents and Lenders (each a "Lender
Party" and,
collectively, the "Lender
Parties") agrees
that through and including the later of (x) the Termination Date and (y) a date
three years from the relevant Lender Party's receipt of the relevant
information, it will take normal and reasonable precautions so that

 


	 	
      (i)
	
      all
      information provided to it by the Company, any Person on behalf of the
      Company, or by any other Lender Party on behalf of the Company, in
      connection with this Agreement or the transactions contemplated hereby
      will be held and treated by such Lender Party and its respective
      directors, affiliates, officers, agents and employees in confidence
      and




 


	 	
      (ii)
	
      neither
      it nor any of its respective directors, affiliates, officers, agents or
      employees shall, without the prior written consent of the Company, use any
      such information for any purpose or in any manner other than pursuant to
      the terms of and for the purposes contemplated by this
      Agreement.




 

Notwithstanding
the immediately preceding sentence, any Lender Party may disclose any such
information or portions thereof

 


	(a)  	
      that
      is or becomes publicly available other than through a breach by such
      Lender Party of its obligations hereunder;




 


	(b)  	
      that
      is also provided to such Lender Party by a Person other than the Company
      not in violation, to the actual knowledge of such Lender Party, of any
      duty of confidentiality;




 

 (c)  
at the
request of any bank regulatory authority or examiner;

 

 (d)  
pursuant
to subpoena or other court process;

 

 (e)  
when
required by applicable law;

 


	(f)  	
      at
      the written request or the express direction of any other authorized
      government agency;




 


	(g)  	
      on
      a confidential basis, to its independent auditors, counsel and other
      professional advisors in connection with their provision of professional
      services to such Lender Party;




 


	(h)  	
      to
      any (i)
      Participant or (ii)
      prospective Participant or prospective Lender, if such Participant,
      prospective Participant or prospective Lender (which prospective Lender is
      promptly identified to the Company), prior to any such disclosure, agrees
      in writing to keep such information confidential to the same extent
      required of the Lender Parties hereunder;
or




 


	(i)  	
      to
      any affiliate of such Lender Party, solely to enable such affiliate to
      assess the creditworthiness of the Company in connection with any
      transaction between such affiliate and the Company or any of its
      Subsidiaries;




 







68












provided that any
Lender Party's failure to comply with the provisions of this Section
11.10 shall
not affect the obligations of the Company hereunder.

 

Section
11.11  .
Severability. Any
provision of this Agreement that is prohibited, unenforceable or not authorized
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition, unenforceability or non-authorization without invalidating
the remaining provisions hereof or affecting the validity, enforceability or
legality of such provision in any other jurisdiction.

 

Section
11.12  .
Termination of Existing Credit Agreement. The
Company and each of the Lenders that is also a party to the Existing Credit
Agreement agree that the "Commitments" as
defined in the Existing Credit Agreement shall terminate in their entirety on
the Effective Date. Each such Lender waives (a) any
requirement of notice of such termination pursuant to Section
2.09 of the
Existing Credit Agreement and (b) any
claim to any commitment fees or other fees under the Existing Credit Agreement
for any day on or after the Effective Date. The Company agrees that (i) no loans
will be outstanding under the Existing Credit Agreement on or at any time after
the Effective Date and (ii) all
accrued and unpaid facility fees and other amounts due and payable under the
Existing Credit Agreement on or before the Effective Date will be paid on or
before the Effective Date.

 

Section
11.13  .
Collateral. Each of
the Lenders represents to the Agents and each of the other Lenders that it in
good faith is not relying upon any Margin Stock as collateral in the extension
or maintenance of the credit provided for in this Agreement.

 

Section
11.14  .
Judgment Currency. If, under
any applicable law and whether pursuant to a judgment being made or registered
against any Obligor or for any other reason, any payment under or in connection
with this Agreement, is made or satisfied in a currency (the "Other
Currency") other
than that in which the relevant payment is due (the "Required
Currency") then,
to the extent that the payment (when converted into the Required Currency at the
rate of exchange on the date of payment or, if it is not practicable for the
party entitled thereto (the "Payee") to
purchase the Required Currency with the other Currency on the date of payment,
at the rate of exchange as soon thereafter as it is practicable for it to do so)
actually received by the Payee falls short of the amount due under the terms of
this Agreement, the Company shall, to the extent permitted by law, as a separate
and independent obligation, indemnify and hold harmless the Payee against the
amount of such shortfall. For the purpose of this Section, "rate
of exchange" means
the rate at which the Payee is able on the relevant date to purchase the
Required Currency with the Other Currency and shall take into account any
premium and other costs of exchange.

 

Section
11.15  .
Patriot Act Notice. Each
Lender that is subject to the Patriot Act and the Administrative Agent (for
itself and not on behalf of any Lender) hereby notifies the Borrowers that
pursuant to the requirements of the Patriot Act, it may be required to obtain,
verify and record information that identifies each Borrower, which information
includes the name and address of the Borrower and other information that will
allow such Lender or the Administrative Agent, as applicable, to identify each
Borrower in accordance with the Patriot Act.

 







69













 


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

 


	
      PRAXAIR,
      INC.

	 
	
      By:
	
       

	 	
      Name:
      

	 	
      Title:
      

	 
	 	
      39
      Old Ridgebury Road 

	 	
      Danbury,
      CT 06810-5113 

	 	
      Telecopy
      number: (203) 837-2480

	 	
      Attention:
      Treasurer







 














70

















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

	 	 
	
      By:
	
       

	 	
      Name:

	 	
      Title:











71

















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

	 	 
	
      By:
	
       

	 	
      Name:

	 	
      Title:











72

















	
      BANK
      OF AMERICA, N.A., Spanish Branch as Lender

	 	 
	
      By:
	
       

	 	
      Name:

	 	
      Title:











73

















	
      BANK
      OF AMERICA, N.A., Canada Branch as Lender

	 	 
	
      By:
	
       

	 	
      Name:

	 	
      Title:











74

















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

	 	 
	
      By:
	
       

	 	
      Name:

	 	
      Title:











75

















	
      CREDIT
      SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as
      Co-Documentation Agent and Lender

	 	 
	
      By:
	
       

	 	
      Name:

	 	
      Title:







 


	
      By:
	
       

	 	
      Name:

	 	
      Title:











76
















 




 


	
      ABN
      AMRO BANK N.V.

	 	 
	
      By:
	
       

	 	
      Name:

	 	
      Title:







 


	
      By:
	
       

	 	
      Name:

	 	
      Title:











77
















 


	
      BANCO
      BILBAO VIZCAYA ARGENTARIA S.A.

	 	 
	
      By:
	
       

	 	
      Name:

	 	
      Title:







 


	
      By:
	
       

	 	
      Name:

	 	
      Title:











78
















 


	
      BANCO
      SANTANDER CENTRAL HISPANO S.A., New York Branch

	 	 
	
      By:
	
       

	 	
      Name:

	 	
      Title:







 


	
      By:
	
       

	 	
      Name:

	 	
      Title:











79
















 


	
      BANK
      OF TOKYO-MITSUBISHI, LTD.

	 	 
	
      By:
	
       

	 	
      Name:

	 	
      Title:











80
















 


	
      DEUTSCHE
      BANK A.G. NEW YORK BRANCH

	 	 
	
      By:
	
       

	 	
      Name:

	 	
      Title:







 


	
      By:
	
       

	 	
      Name:

	 	
      Title:











81
















 


	
      HSBC
      BANK USA, N.A.

	 	 
	
      By:
	
       

	 	
      Name:

	 	
      Title:











82
















 


	
      MELLON
      BANK, N.A.

	 	 
	
      By:
	
       

	 	
      Name:

	 	
      Title:











83
















 


	
      MERRILL
      LYNCH BANK USA

	 	 
	
      By:
	
       

	 	
      Name:

	 	
      Title:











84
















 


	
      SOCIETE
      GENERALE

	 	 
	
      By:
	
       

	 	
      Name:

	 	
      Title:











85
















 


	
      TORONTO
      DOMINION (TEXAS) LLC

	 	 
	
      By:
	
       

	 	
      Name:

	 	
      Title:











86
















 


	
      TORONTO
      DOMINION BANK

	 	 
	
      By:
	
       

	 	
      Name:

	 	
      Title:







 













87
















PRICING
SCHEDULE

 

The
"Euro-Currency
Margin",
"CD
Margin",
"Letter
of Credit Fee Rate" and
"Facility
Fee Rate" for any
day are the respective percentages set forth below (in basis points per annum)
in the applicable row under the column corresponding to the Status that exists
on such day; provided that for
any day on which Utilization exceeds 50%, the Euro-Currency Margin, the CD
Margin and the Letter of Credit Fee Rate shall be increased by 10 basis points
per annum:

 


	
      Status
	
      Level
      I
	
      Level
      II
	
      Level
      III
	
      Level
      IV
	
      Level
      V
	
      Level
      VI

	
      Euro-Currency
      Margin/Letter of Credit Fee Rate
	
      10.00
	
      14.00
	
      17.50
	
      31.00
	
      43.50
	
      55.00

	
      Facility
      Fee Rate
	
      5.00
	
      6.00
	
      7.50
	
      9.00
	
      11.50
	
      15.00

	
      CD
      Margin
	
      22.50
	
      26.50
	
      30.00
	
      43.50
	
      56.00
	
      67.50







For
purposes of this Schedule, the following terms have the following
meanings:

 

"Level
I Status" exists
at any date if, at such date, the Company's long-term debt is rated at least A+
by S&P or at least
A1 by Moody's.

 

"Level
II Status" exists
at any date if, at such date, (i) the Company's long-term debt is rated at least
A by S&P or at least
A2 by Moody's and (ii) Level I Status does not exist.

 

"Level
III Status" exists
at any date if, at such date, (i) the Company's long-term debt is rated at least
A- by S&P or at least
A3 by Moody's and (ii) neither Level I Status or Level II Status
exists.

 

"Level
IV Status" exists
at any date if, at such date, (i) the Company's long-term debt is rated at least
BBB+ by S&P or at least
Baa1 by Moody's and (ii) none of Level I Status, Level II Status or Level III
Status exists.

 

"Level
V Status" exists
at any date if, at such date, (i) the Company's long-term debt is rated at least
BBB by S&P or at least
Baa2 by Moody's and (ii) none of Level I Status, Level II Status, Level III
Status or Level IV Status exists.

 

"Level
VI Status" exists
at any date if, at such date, no other Status exists.

 

"Moody's" means
Moody's Investors Service, Inc.

 

"S&P" means
Standard & Poor's.

 

"Status" refers
to the determination of which of Level I Status, Level II Status, Level III
Status, Level IV Status, or Level V or Level VI Status exists at any
date.

 

"Utilization" means
at any date the percentage equivalent of a fraction (i) the numerator of which
is the Total Outstanding Amount at such date, after giving effect to any
borrowing or payment on such date and (ii) the denominator of which is the
aggregate amount of the Commitments at such date, after giving effect to any
reduction of the Commitments on such date.

 

The
credit ratings to be utilized for purposes of this Schedule are those assigned
to the senior unsecured long-term debt securities of the Company without
third-party credit enhancement and any rating assigned to any other debt
security of the Company shall be disregarded. The rating in effect at any date
is that in effect at the close of business on such date.

 

If there
is a difference in rating levels between S&P and Moody's, then the higher
rating shall be used to determine Status; provided that if
the difference is more than one notch, a rating one notch higher than the lower
of the two shall be used.

 




 










88
















COMMITMENT
SCHEDULE

 


	
      BANK
	
      COMMITMENT

	
       

      JPMorgan
      Chase Bank, N.A.
	
       

      $100,000,000

	
       

      Bank
      of America, N.A.
	
       

      $100,000,000

	
       

      Citibank,
      N.A.
	
       

      $90,000,000

	
       

      Credit
      Suisse First Boson, acting through its Cayman Islands
    Branch
	
       

      $90,000,000

	
       

      ABN
      AMRO Bank N.V.
	
       

      $70,000,000

	
       

      Bank
      of Tokyo-Mitsubishi, Ltd.
	
       

      $70,000,000

	
       

      Deutsche
      Bank A.G. New York Branch
	
       

      $70,000,000

	
       

      HSBC
      Bank USA, N.A.
	
       

      $70,000,000

	
       

      Merrill
      Lynch Bank USA
	
       

      $70,000,000

	
       

      Banco
      Santander Central Hispano S.A.
	
       

      $70,000,000

	
       

      Banco
      Bilbao Vizcaya Argentaria S.A.
	
       

      $50,000,000

	
       

      Mellon
      Bank, N.A.
	
       

      $50,000,000

	
       

      Societe
      Generale
	
       

      $50,000,000

	
       

      Toronto
      Dominion Bank
	
       

      $50,000,000

       

	
      TOTAL
	
      $1,000,000,000










 










89
















MANDATORY
COST

 


	
      1.
	
      The
      Mandatory Cost is an addition to the interest rate to compensate Lenders
      for the cost of compliance with (a) the requirements of the Bank of
      England and/or the Financial Services Authority (or, in either case, any
      other authority which replaces all or any of its functions) or (b) the
      requirements of the European Central Bank, in each case, in respect of the
      Loans.




 


	
      2.
	
      On
      the first day of each Interest Period (or as soon as possible thereafter)
      the Administrative Agent shall calculate, as a percentage rate, a rate
      (the "Additional
      Cost Rate")
      for each Lender, in accordance with the paragraphs set out below. The
      Mandatory Cost will be calculated by the Administrative Agent as a
      weighted average of the Lenders' Additional Cost Rates (weighted in
      proportion to the percentage participation of each Lender in the relevant
      Group of Loans of all the Lenders) and will be expressed as a percentage
      rate per annum.




 


	
      3.
	
      The
      Additional Cost Rate for any Lender lending from an Applicable Lending
      Office in a member state of the European Community that adopts or has
      adopted the Euro as its lawful currency in accordance with legislation of
      the European Community relating Economic and Monetary Union will be the
      percentage notified by that Lender to the Administrative Agent. This
      percentage will be certified by that Lender in its notice to the
      Administrative Agent to be its reasonable determination of the cost
      (expressed as a percentage of that Lender's participation in the relevant
      Group of Loans of all the Lenders made from such Applicable Lending
      Office) of complying with the minimum reserve requirements of the European
      Central Bank in respect of Loans made from such Applicable Lending
      Office.




 


	
      4.
	
      The
      Additional Cost Rate for any Lender lending from an Applicable Lending
      Office in the United Kingdom will be calculated by the Administrative
      Agent as follows:




 

(a) in
relation to a Revolving Credit Loan denominated in Sterling:

 



AB + C
(B-D) + E * 0.01    % per annum    


100 - (A
+ C) 





(b) in
relation to a Loan denominated in any currency other than Sterling:

 



E *
0.01      % per annum   


  
300 





Where:

 


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




 


	
      B
	
      is
      the percentage rate of interest (excluding the Applicable Margin and the
      Mandatory Cost and, if the Loan is an Unpaid Sum, the additional rate of
      interest specified in Section
      2.07(d)
      payable for the relevant Interest Period on the
Loan.




 


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




 


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




 


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




 

5. For the
purposes of this Schedule:

 

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

 

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

 

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

 

(d) "Tariff
Base" has the
meaning given to it in, and will be calculated in accordance with, the Fees
Rules.

 


	
      6.
	
      In
      application of the above formulae, A, B, C and D will be included in the
      formulae as percentages (i.e.,
      5% will be included in the formula as 5 and not as 0.05). A negative
      result obtained by subtracting D from B shall be taken as zero. The
      resulting figures shall be rounded to four decimal
  places.




 


	
      7.
	
      If
      requested by the Administrative Agent, each Reference Bank shall, as soon
      as practicable after publication by the Financial Services Authority,
      supply to the Administrative Agent, the rate of charge payable by that
      Reference Bank to the Financial Services Authority pursuant to the Fees
      Rules in respect of the relevant financial year of the Financial Services
      Authority (calculated for this purpose by that Reference Bank as being the
      average of the Fee Tariffs applicable to that Reference Bank for that
      financial year) and expressed in pounds per £1,000,000 of the Tariff Base
      of that Reference Bank.




 


	
      8.
	
      Each
      Lender shall supply any information required by the Administrative Agent
      for the purpose of calculating its Additional Cost Rate. In particular,
      but without limitation, each Lender shall supply the following information
      on or prior to the date on which it becomes a
Lender:




 

(a) the
jurisdiction of its Applicable Lending Office; and

 


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




 

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

 


	
      9.
	
      The
      percentages of each Lender for the purpose of A and C above and the rates
      of charge of each Reference Bank for the purpose of E above shall be
      determined by the Administrative Agent based upon the information supplied
      to it pursuant to paragraphs 7 and 8 above and on the assumption that,
      unless a Lender notifies the Administrative Agent to the contrary, each
      Lender's obligations in relation to cash ratio deposits and Special
      Deposits are the same as those of a typical bank from its jurisdiction of
      incorporation with an Applicable Lending Office in the same jurisdiction
      as its Applicable Lending Office.




 


	
      10.
	
      The
      Administrative Agent shall have no liability to any person if such
      determination results in an Additional Cost Rate which over or under
      compensates any Lender and shall be entitled to assume that the
      information provided by any Lender or Reference Bank pursuant to
      paragraphs 3, 7 and 8 above is true and correct in all respects.
      




 


	
      11.
	
      The
      Administrative Agent shall distribute the additional amounts received as a
      result of the Mandatory Cost to the Lenders on the basis of the Additional
      Cost Rate for each Lender based on the information provided by each Lender
      and each Reference Bank pursuant to paragraphs 3, 7 and 8
      above.




 


	
      12.
	
      Any
      determination by the Administrative Agent pursuant to this Schedule in
      relation to a formula, the Mandatory Cost, an Additional Cost Rate or any
      amount payable to a Lender shall, in the absence of manifest error, be
      conclusive and binding on all parties to this
Agreement.




 


	
      13.
	
      The
      Administrative Agent may from time to time, after consultation with the
      Guarantor and the Lenders, determine and notify to all parties to this
      Agreement any amendments which are required to be made to this Schedule in
      order to comply with any change in law, regulation or any requirements
      from time to time imposed by the Bank of England, the Financial Services
      Authority or the European Central Bank (or, in any case, any other
      authority which replaces all or any of its functions) and any such
      determination shall, in the absence of manifest error, be conclusive and
      binding on all parties to this Agreement.




 










90
















EXHIBIT
A

 

NOTE

 

                                                                                                                                                                                                                          
New York, New York

                                                                                                                                                            
_______________, 200_

 

For value
received, [NAME OF BORROWER] (the "Borrower"),
promises to pay to the order of _____________ (the "Lender"), for
the account of its Applicable Lending Office, the unpaid principal amount of
each Loan made by the Lender to the Borrower pursuant to the Credit Agreement
referred to below on the maturity date provided for in the Credit Agreement. The
Borrower promises to pay interest on the unpaid principal amount of each such
Loan on the dates and at the rate or rates provided for in the Credit Agreement.
All such payments of principal and interest shall be made (i) if in Dollars, in
lawful money of the United States in immediately available funds at the office
of JPMorgan Chase Bank, N.A., at 270 Park Avenue, New York, New York or (ii) if
in an Alternative Currency, in such funds as may then be customary for the
settlement of international transactions in such Alternative Currency at the
place specified for payment thereof pursuant to the Credit Agreement.


 

All Loans
made by the Lender, the respective types and maturities thereof and all
repayments of the principal thereof shall be recorded by the Lender and, if the
Lender so elects in connection with any transfer or enforcement hereof,
appropriate notations to evidence the foregoing information with respect to each
such Loan then outstanding may be endorsed by the Lender on the schedule
attached hereto, or on a continuation of such schedule attached to and made a
part hereof; provided that the
failure of the Lender to make any such recordation or endorsement shall not
affect the obligations of the Borrower hereunder or under the Credit
Agreement.

 








91













This note
is one of the Notes referred to in the Credit Agreement dated as of December 23,
2004 among Praxair, Inc., a Delaware corporation, the Eligible Subsidiaries
referred to therein, the banks listed on the signature pages thereof, JPMorgan
Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., as Syndication
Agent and Citibank, N.A. and Credit Suisse First Boston, as Co-Documentation
Agents (as the same may be amended from time to time, the "Credit
Agreement"). Terms
defined in the Credit Agreement and not otherwise defined herein are used herein
with the same meanings. Reference is made to the Credit Agreement for provisions
for the prepayment hereof and the acceleration of the maturity
hereof.

 


	
      [NAME
      OF BORROWER]

	
      By:
	
       

	 	
      Name:

	 	
      Title:











92













Note
(cont'd)

 

LOANS AND
PAYMENTS OF PRINCIPAL

 


	
      Date
	
      Currency
      and Amount of Loan
	
      Type
      of Loan
	
      Principal
      Repaid
	
      Maturity
      Date
	
      Notation
      Made By

	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 









 















93
















EXHIBIT
B - Competitive Bid Quote Request

 

Form
of Competitive Bid Quote Request

 

[Date]

 


	
      To:
	
      JPMorgan
      Chase Bank, N.A.




 

(the
"Administrative
Agent")

 


	
      From:
	
      [Name
      of Borrower] (the "Borrower")




 


	
      Re:
	
      Credit
      Agreement (as the same may be amended from time to time, the "Credit
      Agreement")
      dated as of December 23, 2004 among Praxair, Inc., the Eligible
      Subsidiaries referred to therein, the Lenders party thereto, the
      Administrative Agent, Bank of America, N.A., as Syndication Agent and
      Citibank, N.A. and Credit Suisse First Boston, as Co-Documentation
      Agents




 

We hereby
give notice pursuant to Section
2.03 of the
Credit Agreement that we request Competitive Bid Quotes for the following
proposed Competitive Bid Borrowing(s):

 

Date of
Borrowing: __________________

 


	
      Principal
      Amount* 
	
      Interest
      Period* *

	 	 
	
      [$]
	 
	
      [Can
      $]
	 
	 	 



Such
Competitive Bid Quotes should offer a Competitive Bid [Margin] [Absolute Rate].
[The applicable base rate is the Applicable Interbank Offered
Rate.]

 

Terms
used herein and not otherwise defined herein have the meanings assigned to them
in the Credit Agreement.

 


	
      [NAME
      OF BORROWER]

	 	 
	
      By:
	
       

	 	
      Name:

	 	
      Title:







 







* Amount
must be not less than $5,000,000, and, in the case of Dollar-Denominated Loans,
a multiple of $1,000,000.

 



** Not less
than one month (LIBOR Auction) or not less than 7 days (Absolute Rate Auction),
subject to the provisions of the definition of Interest Period.

 















94
















EXHIBIT
C - Invitation for Competitive Bid Quotes

 

Form
of Invitation for Competitive Bid Quotes

 

To: [Name of
Lender]

 


	
      Re:
	
      Invitation
      for Competitive Bid Quotes to [Name of Borrower] (the "Borrower")




 

Pursuant
to Section
2.03 of the
Credit Agreement dated as of December 23, 2004 among Praxair, Inc., the Eligible
Subsidiaries referred to therein, the Lenders party thereto, the undersigned, as
Administrative Agent, Bank of America, N.A., as Syndication Agent and Citibank,
N.A. and Credit Suisse First Boston, as Co-Documentation Agents, we are pleased
on behalf of the Borrower to invite you to submit Competitive Bid Quotes to the
Borrower for the following proposed Competitive Bid Borrowing(s):

 

Date of
Borrowing: __________________

 


	
      Principal
      Amount
	
      Interest
      Period

	 	 
	
      [$]
	 
	
      [Can
      $]
	 



Such
Competitive Bid Quotes should offer a Competitive Bid [Margin] [Absolute Rate].
[The applicable base rate is the Applicable Interbank Offered
Rate.]

 

Please
respond to this invitation by no later than [2:00 P.M.] [9:30 A.M.] (New York
City time) on [date].

 

Terms
used herein and not otherwise defined herein have the meanings assigned to them
in the Credit Agreement.

 




 


	
      JPMORGAN
      CHASE BANK, N.A.,

	 	
      as
      Administrative Agent

	 	 
	
      By
	
       

	 	
      Authorized
      Officer







 










95
















EXHIBIT
D - Competitive Bid Quote

 

Form
of Competitive Bid Quote

 

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

 

Re: Competitive
Bid Quote to [Name of Borrower] (the "Borrower")

 

In
response to your invitation on behalf of the Borrower dated _____________, ____,
we hereby make the following Competitive Bid Quote on the following
terms:

 


	 	
      1.
	
      Quoting
      Lender: ________________________________





	 	
      2.
	
      Person
      to contact at Quoting Lender:




_____________________________


	 	
      3.
	
      Date
      of Borrowing: ____________________* 





	 	
      4.
	
      We
      hereby offer to make Competitive Bid Loan(s) in the following principal
      amounts, for the following Interest Periods and at the following
      rates:




 


	Principal
      Amount**
	Interest
      Period***
	Competitive
      Bid

      [Margin****]
      [Absolute Rate*****]

	
       

      [$]
	 	 
	
      [Can
      $]
	 	 
	 	 	 



[Provided,
that the aggregate principal amount of Competitive Bid Loans for which the above
offers may be accepted shall not exceed $____________.]**

 

We
understand and agree that the offer(s) set forth above, subject to the
satisfaction of the applicable conditions set forth in the Credit Agreement
dated as of December 23, 2004 among Praxair, Inc., the Eligible Subsidiaries
referred to therein, the Lenders party thereto, yourselves, as Administrative
Agent, Bank of America, N.A., as Syndication Agent and Citibank, N.A. and Credit
Suisse First Boston, as Co-Documentation Agents, irrevocably obligate(s) us to
make the Competitive Bid Loan(s) for which any offer(s) are accepted, in whole
or in part.

 

      
Very truly yours,

 


	 	 	 	
      [NAME
      OF BANK]
	 
	 	 	 	 	 	 	 
	
      Dated:
	
       
	 	
      By:
	
       
	
       
	
       

	 	 	 	 	
      Authorized
      Officer
	 






 







* As
specified in the related Invitation.

 



**
Principal amount bid for each Interest Period may not exceed principal amount
requested. Specify aggregate limitation if the sum of the individual offers
exceeds the amount the Lender is willing to lend. Each bid must be not less than
$5,000,000, and, in the case of Dollar-Denominated Loans, a multiple of
$1,000,000.

 



*** Not less
than one month (LIBOR auction) or not less than 7 days (Absolute Rate Auction),
as specified in the related Invitation. No more than five bids are permitted for
each Interest Period.

 



**** Margin
over or under the Applicable Interbank Offered Rate determined for the
applicable Interest Period. Specify percentage (to the nearest 1/10,000th of 1%)
and specify whether "PLUS" or "MINUS".

 



***** Specify
rate of interest per annum (to the nearest 1/10,000th of 1%).

 










96
















EXHIBIT
G

 

ELECTION
TO PARTICIPATE

 

________________
__, 200_

 

JPMorgan
Chase Bank, N.A., as 

Administrative
Agent for

the
Lenders party to the Credit

Agreement
dated as of December 23, 2004

among
Praxair, Inc.,

the
Eligible Subsidiaries referred to therein,

such
Lenders, the Administrative Agent,

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

and
Citibank, N.A. and Credit Suisse First Boston, 

as
Co-Documentation Agents

(as the
same may be amended from time

to time,
the "Credit
Agreement")

 

Dear
Sirs:

 

Reference
is made to the Credit Agreement described above. Terms not defined herein which
are defined in the Credit Agreement have for purposes hereof the meanings
provided therein.

 

The
undersigned, [Name of Eligible Subsidiary], a [jurisdiction] [type of entity],
hereby elects to be an Eligible Subsidiary for purposes of the Credit Agreement,
effective from the date hereof until an Election to Terminate shall have been
delivered on behalf of the undersigned in accordance with the Credit Agreement.
The undersigned confirms that the representations and warranties set forth in
Article
9 of the
Credit Agreement are true and correct as to the undersigned as of the date
hereof, and the undersigned agrees to perform all the obligations of an Eligible
Subsidiary under, and to be bound in all respects by the terms of, the Credit
Agreement, including without limitation Section
11.09 thereof,
as if the undersigned were a signatory party thereto as an Eligible
Subsidiary.

 

This
instrument shall be construed in accordance with and governed by the laws of the
State of New York.

 


	
      Very
      truly yours,

	
      [NAME
      OF ELIGIBLE SUBSIDIARY]

	
      By:
	
       

	 	
      Name:
      

	 	
      Title:
      




The
undersigned confirms that [Name of Eligible Subsidiary] is an Eligible
Subsidiary for purposes of the Credit Agreement described above.

 


	
      PRAXAIR,
      INC.

	 	 
	
      By:
	
       

	 	
      Name:
      

	 	
      Title:
      







 

Receipt
of the above Election to Participate is acknowledged on and as of the date set
forth above.

 


	
      JPMORGAN
      CHASE BANK, N.A.,

	 	
      as
      Administrative Agent

	 	 
	
      By:
	
       

	 	
      Name:
      

	 	
      Title:
      







 










97
















EXHIBIT
H

 

ELECTION
TO TERMINATE

 

________________
__, 200_

 

JPMorgan
Chase Bank, N.A., as 

Administrative
Agent for

the
Lenders party to the Credit

Agreement
dated as of December 23, 2004

among
Praxair, Inc.,

the
Eligible Subsidiaries referred to therein,

such
Lenders, the Administrative Agent, 

Bank of
America, N.A., as Syndication Agent and

Citibank,
N.A. and Credit Suisse First Boston, 

as
Co-Documentation Agents

(as the
same may be amended from time

to time,
the "Credit
Agreement")

 

Dear
Sirs:

 

Reference
is made to the Credit Agreement described above. Terms not defined herein which
are defined in the Credit Agreement have for purposes hereof the meanings
provided therein.

 

The
undersigned, [Name of Eligible Subsidiary], a [jurisdiction] [type of entity],
hereby elects to terminate its status as an Eligible Subsidiary for purposes of
the Credit Agreement, effective as of the date hereof. The undersigned
represents and warrants that all principal and interest on all Loans made to the
undersigned and all other amounts payable by the undersigned pursuant to the
Credit Agreement have been paid in full on or before the date hereof.
Notwithstanding the foregoing, this Election to Terminate shall not affect any
obligation of the undersigned heretofore incurred under the Credit Agreement or
any Note.

 








98













This
instrument shall be construed in accordance with and governed by the laws of the
State of New York.

 


	
      Very
      truly yours,

	
      [NAME
      OF ELIGIBLE SUBSIDIARY]

	
      By:
	
       

	 	
      Name:
      

	 	
      Title:
      







 

The
undersigned confirms that [Name of Eligible Subsidiary] is an Eligible
Subsidiary for purposes of the Credit Agreement described above is terminated as
of the date hereof.

 


	
      PRAXAIR,
      INC.

	
      By:
	
       

	 	
      Name:
      

	 	
      Title:
      







 

Receipt
of the above Election to Terminate is acknowledged on and as of the date set
forth above.

 


	
      JPMORGAN
      CHASE BANK, N.A.,

	 	
      as
      Administrative Agent

	 	 
	
      By:
	
       

	 	
      Name:
      

	 	
      Title:
      







 










99
















EXHIBIT
J

 

ASSIGNMENT
AND ASSUMPTION AGREEMENT

 

AGREEMENT
dated as of _________, 20__ among [ASSIGNOR] (the "Assignor"),
[ASSIGNEE] (the "Assignee"),
PRAXAIR, INC. (the "Company"),
JPMORGAN CHASE BANK, N.A., as Administrative Agent (the "Administrative
Agent") and
[ISSUING BANK(S)], as Issuing Lender(s).

 

W I T
N E S S E T H

 

WHEREAS,
this Assignment and Assumption Agreement (the "Agreement")
relates to the Credit Agreement dated as of December 23, 2004 among the Company,
the Eligible Subsidiaries referred to therein, the Assignor and the other
Lenders party thereto, as Lenders, the Administrative Agent, Bank of America,
N.A., as Syndication Agent and Citibank, N.A. and Credit Suisse First Boston, as
Co-Documentation Agents (the "Credit
Agreement");

 

WHEREAS,
as provided under the Credit Agreement, the Assignor has a Commitment to make
Loans and participate in Letters of Credit in an aggregate Dollar Amount at any
time outstanding not to exceed $___,000,000;

 

WHEREAS,
[Syndicated] Loans made to the Borrower by the Assignor under the Credit
Agreement in the aggregate Dollar Amount of $__________ are outstanding at the
date hereof; 

 

WHEREAS,
Letters of Credit with a total Dollar Amount available for drawing thereunder of
$__________ are outstanding at the date hereof; and

 

WHEREAS,
the Assignor proposes to assign to the Assignee all of the rights of the
Assignor under the Credit Agreement and the other Loan Documents in respect of a
portion of its Commitment thereunder in an amount equal to $__________ (the
"Assigned
Amount"),
together with a corresponding portion of its outstanding [Syndicated] Loans and
Letter of Credit Liabilities, and the Assignee proposes to accept assignment of
such rights and assume the corresponding obligations from the Assignor on such
terms;

 

NOW,
THEREFORE, in consideration of the foregoing and the mutual agreements contained
herein, the parties hereto agree as follows:

 

Section
1. Definitions. All
capitalized terms not otherwise defined herein shall have the respective
meanings set forth in the Credit Agreement.

 

Section
2. Assignment. The
Assignor hereby assigns and sells to the Assignee all of the rights of the
Assignor under the Credit Agreement and the other Loan Documents to the extent
of the Assigned Amount, and the Assignee hereby accepts such assignment from the
Assignor and assumes all of the obligations of the Assignor under the Credit
Agreement to the extent of the Assigned Amount, including the purchase from the
Assignor of the corresponding portion of the principal amount of the Syndicated
Loans made by, and Letter of Credit Liabilities of, the Assignor outstanding at
the date hereof. Upon the execution and delivery hereof by the Assignor, the
Assignee, the Company and the Administrative Agent and the payment of the
amounts specified in Section 3 required to be paid on the date hereof (i) the
Assignee shall, as of the date hereof, succeed to the rights and be obligated to
perform the obligations of a Lender under the Credit Agreement with a Commitment
in an amount equal to the Assigned Amount, and (ii) the Commitment of the
Assignor shall, as of the date hereof, be reduced by a like amount and the
Assignor released from its obligations under the Credit Agreement to the extent
such obligations have been assumed by the Assignee. The assignment provided for
herein shall be without recourse to the Assignor.

 

Section
3. Payments. As
consideration for the assignment and sale contemplated in Section 2 hereof, the
Assignee shall pay to the Assignor on the date hereof in immediately available
funds the amount heretofore agreed between them.*  It is
understood that facility and Letter of Credit fees accrued to the date hereof in
respect of the Assigned Amount are for the account of the Assignor and such fees
accruing from and including the date hereof are for the account of the Assignee.
Each of the Assignor and the Assignee hereby agrees that if it receives any
amount under the Credit Agreement which is for the account of the other party
hereto, it shall receive the same for the account of such other party to the
extent of such other party's interest therein and shall promptly pay the same to
such other party.

 

Section
4. Consents. This
Agreement is conditioned upon the consent of the Company, the Issuing Lenders
and the Administrative Agent pursuant to Section
11.06 of the
Credit Agreement; provided, if an Assignee is (i) any Person which controls, is
controlled by, or is under common control with, or is otherwise substantially
affiliated with such transferor Lender or (ii) another Lender, no such consent
of the Company or the Administrative Agent shall be required. The execution of
this Agreement by the Company, the Issuing Lenders and the Administrative Agent,
as applicable, is evidence of this consent.

 

Section
5. Non-Reliance
on Assignor. The
Assignor makes no representation or warranty in connection with, and shall have
no responsibility with respect to, the solvency, financial condition or
statements of the Company or any of its Subsidiaries, or the validity and
enforceability of the obligations of the Company or any of its Subsidiaries in
respect of any Loan Document. The Assignee acknowledges that it has,
independently and without reliance on the Assignor, and based on such documents
and information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement and will continue to be responsible for
making its own independent appraisal of the business, affairs and financial
condition of the Company and its Subsidiaries.

 

Section
6. Governing
Law. This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York.

 

Section
7. Counterparts. This
Agreement may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon
the same instrument.

 








100













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

 


	
      [ASSIGNOR]

	
      By:
	
       

	 	
      Title:
      







 


	
      [ASSIGNEE]

	
      By:
	
       

	 	
      Title:
      







 




 


	
      PRAXAIR,
      INC.

	 	 
	
      By:
	
       

	 	
      Title:
      







 


	
      JPMORGAN
      CHASE BANK, N.A.

	 	 
	
      By:
	
       

	 	
      Title:
      







 




 


	
      [ISSUING
      BANK]

	 	 
	
      By:
	
       

	 	
      Title:










 







* Amount
should combine principal together with accrued interest and breakage
compensation, if any, to be paid by the Assignee, net of any portion of any
upfront fee to be paid by the Assignor to the Assignee. It may be preferable in
an appropriate case to specify these amounts generically or by formula rather
than as a fixed sum.

 










101
















EXHIBIT
K

 

DESIGNATION
AGREEMENT

 

Reference
is made to the Credit Agreement dated as of December 23, 2004 (as amended from
time to time, the "Credit
Agreement") among
Praxair, Inc., a Delaware corporation (the "Company"), the
Eligible Subsidiaries referred to therein, the Lenders party thereto, JPMorgan
Chase Bank, N.A., as Administrative Agent (the "Administrative
Agent"), Bank
of America, N.A., as Syndication Agent and Citibank, N.A. and Credit Suisse
First Boston, as Co-Documentation Agents. Terms defined in the Credit Agreement
are used herein with the same meaning. _________________ (the "Designator") and
________________ (the "Designee") agree
as follows:

 


	
      1.
	
      The
      Designator designates the Designee as its Designated Lender under the
      Credit Agreement and the Designee accepts such
  designation.




 


	
      2.
	
      The
      Designator makes no representations or warranties and assumes no
      responsibility with respect to the financial condition of any Borrower or
      the performance or observance by any Borrower of any of its obligations
      under the Credit Agreement or any other instrument or document furnished
      pursuant thereto.




 


	
      3.
	
      The
      Designee (i) confirms that it is an Eligible Designee; (ii) appoints and
      authorizes the Designator as its administrative agent and attorney-in-fact
      and grants the Designator an irrevocable power of attorney to receive
      payments made for the benefit of the Designee under the Credit Agreement
      and to deliver and receive all communications and notices under the Credit
      Agreement, if any, that the Designee is obligated to deliver or has the
      right to receive thereunder; (iii) acknowledges that the Designator
      retains the sole right and responsibility to vote under the Credit
      Agreement, including, without limitation, the right to approve any
      amendment or waiver of any provision of the Credit Agreement; and (iv)
      agrees that the Designee shall be bound by all such votes, approvals,
      amendments and waivers and all other agreements of the Designator pursuant
      to or in connection with the Credit Agreement, all subject to Section
      11.05(a)(iii) of
      the Credit Agreement.




 


	
      4.
	
      The
      Designee (i) confirms that it has received a copy of the Credit Agreement,
      together with copies of the most recent financial statements referred to
      in Article
      4 or
      delivered pursuant to Article
      5
      thereof and such other documents and information as it has deemed
      appropriate to make its own credit analysis and decision to enter into
      this Designation Agreement and (ii) agrees that it will, independently and
      without reliance upon the Administrative Agent, the Designator or any
      other Lender and based on such documents and information as it shall deem
      appropriate at the time, continue to make its own credit decisions in
      taking or not taking any action it may be permitted to take under the
      Credit Agreement.




 


	
      5.
	
      Following
      the execution of this Designation Agreement by the Designator and the
      Designee and the consent hereto by the Company, it will be delivered to
      the Administrative Agent for its consent. This Designation Agreement shall
      become effective when the Administrative Agent consents hereto or on any
      later date specified on the signature page
hereof.




 


	
      6.
	
      Upon
      the effectiveness hereof, the Designee shall have the right to make Loans
      or portions thereof as a Lender pursuant to Section
      2.01 or
      2.03 of
      the Credit Agreement and the rights of a Lender related thereto. The
      making of any such Loans or portions thereof by the Designee shall satisfy
      the obligations of the Designator under the Credit Agreement to the same
      extent, and as if, such Loans or portions thereof were made by the
      Designator.




 


	
      7.
	
      This
      Designation Agreement shall be governed by, and construed in accordance
      with, the laws of the State of New York.




 

IN
WITNESS WHEREOF, the parties have caused this Designation Agreement to be
executed by their respective officers hereunto duly authorized, as of the date
first above written.

 

Effective
Date: ___________ __, 200_

 


	
      [NAME
      OF DESIGNATOR]

	 	 
	
      By:
	
       

	 	
      Name:
      

	 	
      Title:
      







 


	
      [NAME
      OF DESIGNEE]

       

	
      By:
	 
	
      Name: 

	
      Title: 

	 






 




 








102













The
undersigned consent to the foregoing designation.

 


	
      PRAXAIR,
      INC.

	 	 
	
      By:
	
       

	 	
      Name:
      

	 	
      Title:
      







 




 


	
      JPMORGAN
      CHASE BANK, N.A.,

	 	
      as
      Administrative Agent

	 	 
	
      By:
	
       

	 	
      Name:
      

	 	
      Title:
      







 





 


103
















EXHIBIT
L

 

EXTENSION
AGREEMENT

 

JPMorgan
Chase Bank, N.A.,

as
Administrative Agent

under the
Credit Agreement

referred
to below

[Address]

 

Gentlemen:

 

The
undersigned hereby agrees to extend, effective [Extension Date], the Termination
Date under the Credit Agreement dated as of December 23, 2004 (as amended from
time to time, the "Credit
Agreement") among
Praxair, Inc., a Delaware corporation (the "Company"), the
Subsidiaries referred to therein, the Lenders party thereto, JPMorgan Chase
Bank, N.A., as Administrative Agent (the "Administrative
Agent"), Bank
of America, N.A., as Syndication Agent and Citibank, N.A. and Credit Suisse
First Boston, as Co-Documentation Agents, for one year to [date to which the
Termination Date is extended]. Terms defined in the Credit Agreement are used
herein with the same meaning.

 

This
Extension Agreement shall be construed in accordance with and governed by the
law of the State of New York.

 


	
      [LENDERS]

	 	 
	
      By:
	
       

	 	
      Name:
      

	 	
      Title:
      







Agreed
and accepted:

 


	
      PRAXAIR,
      INC.

	 	 
	
      By:
	
       

	 	
      Name:
      

	 	
      Title:
      








	
      JPMORGAN
      CHASE BANK, N.A., as 

	 	
      Administrative
      Agent

	 	 
	
      By:
	
       

	 	
      Name:
      

	 	
      Title:
      




 

 







104