exhibit 10.18




FACILITY
AGREEMENT





	
      Praxair,
      Inc. and Subsidiaries

	
      EXHIBIT
      10.18







EXECUTION
COPY

 




 

€450,000,000


 

FACILITY
AGREEMENT


 

dated as
of


 

November
29, 2004


 

among


 

Praxair
Euroholding, S.L.,

as
Borrower


 

Praxair,
Inc.,

as
Guarantor

 

The
Lenders Party Hereto


 

Citigroup
Global Markets, Inc.,

as
Syndication Agent

 

and


 

ABN AMRO
Bank N.V.,

as
Administrative Agent and

Documentation
Agent


 


	 



 


ABN AMRO
Bank N.V.

and

Citigroup
Global Markets, Inc.,

Co-Lead
Arrangers and Bookrunners 

 

 

 























TABLE
OF CONTENTS

 





	
      ARTICLE
      1
	
      PAGE

	
      DEFINITIONS
	 
	 	 
	
      Section
      1.01. Definitions
	
      1

	
      Section
      1.02. Accounting Terms and Determinations
	
      13

	 	 
	
      ARTICLE
      2
	 
	
      THE
      CREDITS
	 
	 	 
	
      Section
      2.01. Commitments to Lend.
	
      13

	
      Section
      2.02. Notice of Borrowings
	
      14

	
      Section
      2.03. Notice to Lenders; Funding of Loans.
	
      14

	
      Section
      2.04. Evidence of Debt
	
      15

	
      Section
      2.05. Maturity of Loans
	
      16

	
      Section
      2.06. Interest Rates.
	
      16

	
      Section
      2.07. Participation Fee
	
      17

	
      Section
      2.08. Commitment Fee
	
      17

	
      Section
      2.09. Optional Termination or Reduction of Commitments
	
      17

	
      Section
      2.10. Optional Prepayments
	
      18

	
      Section
      2.11. Mandatory Prepayment
	
      18

	
      Section
      2.12. General Provisions as to Payments
	
      18

	
      Section
      2.13. Computation of Interest and Fees
	
      20

	
      Section
      2.14. Method of Electing Interest Periods
	
      20

	
      Section
      2.15. Optional Increase in Commitments
	
      21

	
      Section
      2.16. Currency Equivalents
	
      22

	
      Section
      2.17. Conditions Relating to Optional Currencies.
	
      23

	
      Section
      2.18. Control Accounts
	
      24

	 	 
	
      ARTICLE
      3
	 
	
      CONDITIONS
	 
	 	 
	
      Section
      3.01. First Borrowing
	
      25

	
      Section
      3.02. All Borrowings
	
      28

	 	 
	
      ARTICLE
      4
	 
	
      REPRESENTATIONS
      AND WARRANTIES
	 
	 	 
	
      Section
      4.01. Corporate Existence and Power
	
      28

	
      Section
      4.02. Corporate and Governmental Authorization; No
      Contravention
	
      29

	
      Section
      4.03. Binding Effect
	
      29

	
      Section
      4.04. Financial Information.
	
      29

	
      Section
      4.05. Litigation
	
      30

	
      Section
      4.06. Compliance with ERISA
	
      30
































	 	
      PAGE

	
      Section
      4.07. Environmental Matters
	
      31

	
      Section
      4.08. Subsidiaries
	
      31

	
      Section
      4.09. Not an Investment Company
	
      31

	
      Section
      4.10. Disclosure
	
      31

	
      Section
      4.11. Acquisition
	
      31

	 	 
	
      ARTICLE
      5
	 
	
      COVENANTS
	 
	 	 
	
      Section
      5.01. Information
	
      31

	
      Section
      5.02. Maintenance of Property; Insurance
	
      34

	
      Section
      5.03. Negative Pledge
	
      35

	
      Section
      5.04. Consolidations, Mergers and Sales of Assets
	
      36

	
      Section
      5.05. Minimum Consolidated Book Net Worth
	
      36

	
      Section
      5.06. Leverage Ratio
	
      37

	
      Section
      5.07. Use of Proceeds
	
      37

	 	 
	
      ARTICLE
      6
	 
	
      DEFAULTS
	 
	 	 
	
      Section
      6.01. Events of Default
	
      37

	
      Section
      6.02. Notice of Default
	
      40

	 	 
	
      ARTICLE
      7
	 
	
      AGENTS
	 
	 	 
	
      Section
      7.01. Appointment and Authorization
	
      40

	
      Section
      7.02. Agents and Affiliates
	
      40

	
      Section
      7.03. Action by Administrative Agent
	
      41

	
      Section
      7.04. Consultation with Experts
	
      41

	
      Section
      7.05. Liability of Administrative Agent.
	
      41

	
      Section
      7.06. Indemnification
	
      41

	
      Section
      7.07. Credit Decision
	
      42

	
      Section
      7.08. Successor Administrative Agent
	
      42

	
      Section
      7.09. Other Agents
	
      42

	 	 
	
      ARTICLE
      8
	 
	
      CHANGE
      IN CIRCUMSTANCES
	 
	 	 
	
      Section
      8.01. Market Disruption
	
      43

	
      Section
      8.02. Increased Cost
	
      43

	
      Section
      8.03. Illegality
	
      44

	
      Section
      8.04. Taxes
	
      45

	
      Section
      8.05. Mitigation by the Lenders
	
      48

	
      Section
      8.06. Substitution of Lender
	
      48
































	 	
      PAGE

	
      ARTICLE
      9
	 
	
      GUARANTEE
	 
	
      Section
      9.01. The Guarantee
	
      49

	
      Section
      9.02. Guarantee Unconditional
	
      49

	
      Section
      9.03. Discharge Only Upon Payment in Full; Reinstatement in
    
	 
	
                  
      Certain Circumstances
	
      50

	
      Section
      9.04. Waiver
	
      51

	
      Section
      9.05. Subrogation and Contribution
	
      51

	
      Section
      9.06. Stay of Acceleration
	
      51

	 	 
	
      ARTICLE
      10
	 
	
      MISCELLANEOUS
	 
	
      Section
      10.01. Notices
	
      51

	
      Section
      10.02. No Waivers
	
      52

	
      Section
      10.03. Expenses; Indemnification
	
      52

	
      Section
      10.04. Sharing of Set-offs.
	
      52

	
      Section
      10.05. Amendments and Waivers
	
      53

	
      Section
      10.06. Successors and Assigns
	
      54

	
      Section
      10.07. Governing Law; Submission to Jurisdiction; Waiver of Jury
      Trial
	
      56

	
      Section
      10.08. Notarization
	
      57

	
      Section
      10.09. Counterparts; Integration.
	
      58

	
      Section
      10.10. Confidentiality
	
      58

	
      Section
      10.11. Severability.
	
      59

	
      Section
      10.12. Collateral
	
      59

	
      Section
      10.13. "Know Your Customer" Checks
	
      59

	
      Section
      10.14. Judgment Currency
	
      60




































Schedules

 


	
      Schedule
      I
	
      —
	
      Commitments

	
      Schedule
      II
	
      —
	
      Pricing

	
      Schedule
      III
	
      —
	
      Mandatory
      Cost




Exhibits

 


	
      Exhibit
      A
	
      —
	
      Notice
      of Borrowing

	
      Exhibit
      B
	
      —
	
      Form
      of Opinion of Cahill Gordon & Reindel LLP,
      Special 

	 	 	
      U.S.
      Counsel for the Obligors

	
      Exhibit
      C
	
      —
	
      Form
      of Opinion of Jiménez de Parga Abogados, Special 

	 	 	
      Spanish
      Counsel to the Obligors

	
      Exhibit
      D
	
      —
	
      Form
      of Opinion of Davis Polk & Wardwell, Special U.S. 

	 	 	
      Counsel
      for the Agents

	
      Exhibit
      E
	
      —
	
      Form
      of Opinion of Uría Menendez, Special Spanish 

	 	 	
      Counsel
      to the Agents

	
      Exhibit
      F
	
      —
	
      Assignment
      and Assumption Agreement




































FACILITY
AGREEMENT

 

AGREEMENT
dated as of November 29, 2004 among PRAXAIR EUROHOLDING, S.L., PRAXAIR, INC.,
the LENDERS party hereto, CITIGROUP GLOBAL MARKETS INC., as Syndication Agent,
and ABN AMRO BANK N.V., as Administrative Agent.

 

The
parties hereto agree as follows:

 

 

ARTICLE
1

DEFINITIONS

 

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

 

“Acquisition” means
the acquisition by the Borrower pursuant to the Acquisition Agreement of all of
the shares in Erste Divest Gas GmbH & Co. KG and Dritte Divest Gas GmbH
& Co. KG.

 

“Acquisition
Agreement” means
the Share Purchase Agreement between Air Liquide Deutschland GmbH, Air Liquide
GmbH, Air Liquide Zweite Vermögensverwaltungsgesellschaft mgH, Air Liquide
International S.A., the Borrower and the Guarantor which was notarized before
the Notary Johann Rossbach on October 7, 2004.

 

“Administrative
Agent” means
ABN AMRO Bank N.V., in its capacity as administrative agent and documentation
agent for the Lenders hereunder, 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 Borrower)
duly completed by such Lender.

 

“Agents” means
the Administrative Agent and the Syndication Agent.

 

“Applicable
Lending Office” means,
with respect to any Lender and any Loan made by it hereunder, 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 Business Days’ notice to the Borrower and the Administrative
Agent. 







1












 

“Applicable
Margin” means a
rate per annum determined in accordance with Schedule II.

 

“Approved
Amount” means
(i) with respect to Euro, Dollars, Swiss Francs or Sterling, a number of units
of such currency equal to 5,000,000 or a larger multiple of l,000,000 and (ii)
with respect to any other currency, such comparable amount denominated in such
currency as the Administrative Agent and the Borrower may mutually
agree.

 

“Assignee” has the
meaning set forth in Section
10.06(c).

 

“Available
Commitment” means,
with respect to each Lender and each Class of its Commitments, the excess, if
any, of such Commitment over the Base Currency Amount of such Lender’s
outstanding Loans of such Class.

 

“Base
Currency” means
Euro.

 

“Base
Currency Amount” means,
at any time:

 


	 	
      (a)
	
      with
      respect to any Loan denominated in Euro, the principal amount thereof then
      outstanding; and 




 


	 	
      (b)
	
      with
      respect to any other Loan, the principal amount thereof then outstanding,
      converted to Euro in accordance with Section
      2.16.




 

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

 

“Borrowing” means
the aggregation of Loans to be made to the Borrower pursuant to Section
2.01(a) or
Section
2.01(b), as the
case may be, on the same date, all of which Loans are of the same Class and
currency and have the same initial Interest Period.

 

“Borrowing
Date” means,
with respect to any Borrowing, the date of such Borrowing as set forth in the
Notice of Borrowing relating thereto.

 

“Business
Day” means
any day (other than a Saturday or Sunday) on which banks are open for general
business in London and:

 


	(a)  	
      (in
      relation to any date for payment or purchase of currency other than Euro)
      the principal financial center of the country of that
      currency;




 







2












 


	(b)  	
      (in
      relation to any date for payment or purchase of Euro) any TARGET Day;
      or




 


	(c)  	
      (in
      relation to any date to be determined pursuant to Section
      10.08),
      New York City.




 

“Class” (a)
when used with respect to Lenders, refers to whether such Lenders are Revolving
Credit Lenders or Term Lenders, (b) when used with respect to Commitments,
refers to whether such Commitments are Revolving Credit Commitments or Term
Commitments and (c) when used with respect to Loans or a Borrowing, refers to
whether such Loans, or the Loans comprising such Borrowing, are Revolving Credit
Loans or Term Loans.

 

“Closing
Date” means
the first date all the conditions precedent in Section
3.01 are
satisfied or waived in accordance with Section
10.01.

 

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

 

“Commitment
Fee Rate” has the
meaning set forth in Schedule II.

 

“Consolidated
Book Net Worth” means
at any date the consolidated shareholders’ equity of the Guarantor and its
Consolidated Subsidiaries, calculated without giving effect to (i) changes in
the cumulative foreign currency translation adjustment after March 31, 2000,
(ii) any mark-to-market of a derivative or hedging instrument or any other
adjustment related to any derivative or hedging instrument that might be
required under FAS 133 after March 31, 2000, and (iii) after-tax restructuring
charges taken after March 31, 2000 up to a maximum cumulative amount of
$75,000,000.

 

“Consolidated
Net Income” for any
period means the consolidated net income of the Guarantor and its Consolidated
Subsidiaries for such period, excluding any extraordinary items of gain or
loss.

 

“Consolidated
Subsidiary” with
respect to any Person means at any date any Subsidiary or other entity the
accounts of which would be consolidated with those of such Person in its
consolidated financial statements if such statements were prepared as of such
date; it being understood that with respect to the Borrower, “Consolidated
Subsidiaries” means those Subsidiaries of the Borrower that are consolidated,
from time to time, in management’s reporting of the European industrial gases
business.

 

“Consolidated
Total Debt” means
at any date all consolidated Debt of the Guarantor and its Consolidated
Subsidiaries determined as of such date.

 

“Continuing
Director” means
at any date a member of the Guarantor’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 two-thirds of the Continuing Directors then
in office.

 







3












“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
      contingent or non-contingent obligations of such Person to reimburse any
      bank or other Person in respect of amounts paid or to be 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.

 

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

 

“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.

 

“ECB
Screen Rate” means
the rate of exchange appearing on the relevant screen maintained by the European
Central Bank for the purchase of the relevant currency with the Base Currency on
a particular day.

 

“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.

 







4












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

 

“ERISA
Group” means
the Guarantor, 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 Guarantor or any Subsidiary, are treated
as a single employer under Section 414 of the Internal Revenue
Code.

 

“EURIBOR” means,
in relation to any Loan denominated in Euro:

 


	 	
      (a)
	
      the
      applicable Screen Rate; or




 


	 	
      (b)
	
      (if
      no Screen Rate is available for the Interest Period of such Loan, or such
      Loan relates to the initial Borrowing denominated in Euro and the Notice
      of Borrowing in respect thereof is delivered less than three Business Days
      before the proposed Borrowing Date for such Borrowing) the arithmetic mean
      of the rates (rounded upwards to four decimal places) as supplied to the
      Administrative Agent at its request quoted by the Reference Banks to
      leading banks in the European interbank
market,




 

as of the
Specified Time on the Quotation Day for the offering of deposits in Euro for a
period comparable to the Interest Period of the relevant Loan.

 

“EURIBOR
Loan” means a
Loan denominated in Euro.

 

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

 

“Event
of Default” has the
meaning set forth in Section
6.01.

 

“Existing
Credit Agreement” means
the Credit Agreement dated as of July 12, 2000 among Praxair, Inc., the Banks
and Co-Syndication Agents party thereto, and JPMorgan Chase Bank, N.A. (formerly
known as The Chase Manhattan Bank), as Administrative Agent, as heretofore
amended and in effect on the Closing Date.

 

“Exposure” means a
Revolving Credit Exposure or a Term Exposure.

 

“Final
Maturity Date” means
December 2, 2009.

 

“Group
of Loans” means,
at any time, a group of Loans consisting of (i) all EURIBOR Loans of the same
Class having the same Interest Period at such time or (ii) all LIBOR Loans of
the same Class having the same Interest Period at such time and denominated in
the same currency.

 

“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:

 







5













	 	
      (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 Guarantor and its Consolidated Subsidiaries (other than
amounts reflected on the balance sheet of the Guarantor and its Consolidated
Subsidiaries) is equal to or less than 5% of the net sales of the Guarantor and
its Consolidated Subsidiaries as set forth in the Guarantor’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 Guarantor and its Consolidated Subsidiaries).

 

The term
“Guarantee” used as
a verb has a corresponding meaning.

 







6












“Guarantor” means
Praxair, Inc., a Delaware corporation, and its successors.

 

“Interest
Period” means,
with respect to each Loan, the period commencing on the date of borrowing
specified in the applicable Notice of Borrowing or on the date specified in an
applicable Notice of Interest Period Election and ending one, two, three or six
months thereafter and any other period agreed between the Borrower and the
Administrative Agent (acting on the instruction of all of the Lenders of the
applicable Class), as the Borrower may elect in the applicable notice;
provided
that:

 

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

 

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

 

provided
further that no
Interest Period may end after the Final Maturity Date.

 

Notwithstanding
the foregoing, all Interest Periods at any one time outstanding hereunder shall
end on not more than 15 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
Borrower and the Administrative Agent may agree.

 

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

 

“Lender
Parties” has the
meaning set forth in Section
10.10.

 

“Lenders” means
the Persons listed as Lenders on the signature pages hereof and any other Person
that shall become a Lender hereunder pursuant to Section
10.06(c), in each
case for so long as such Person shall be a party to this Agreement.

 

“Leverage
Ratio” means
the ratio of (x) Consolidated Total Debt to (y) Consolidated Book Net
Worth.

 

“LIBOR” means,
in relation to any LIBOR Loan:

 

(a) the
applicable Screen Rate; or

 







7













	 	
      (b)
	
      (if
      no Screen Rate is available for the currency or Interest Period of that
      Loan) the arithmetic mean of the rates (rounded upwards to four decimal
      places) as supplied to the Administrative Agent at its request quoted by
      the Reference Banks to leading banks in the London interbank
      market,




 

as of the
Specified Time on the Quotation Day for the offering of deposits in the currency
of that Loan and for a period comparable to the Interest Period for that
Loan.

 

“LIBOR
Loan” means a
Loan denominated in Dollars or an Optional Currency.

 

“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
Term Loan or a Revolving Credit Loan.

 

“Mandatory
Cost” means
the percentage per annum calculated by the Administrative Agent in accordance
with Schedule III.

 

“Margin
Stock” means
“margin
stock” as such
term is defined in Regulation U of the Federal Reserve Board, as the same may be
amended, supplemented or modified from time to time.

 

“Material
Plan” means
at any time a Plan or Plans having aggregate Unfunded Liabilities in excess of
$25,000,000.

 

“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.

 

“Notice
of Borrowing” has the
meaning set forth in Section
2.02.

 

“Notice
of Interest Period Election” has the
meaning set forth in Section
2.14(a).

 

“Obligors” means
the Borrower and the Guarantor.

 

“Optional
Currency” means a
currency (other than the Base Currency, Sterling, Swiss Francs and Dollars)
which complies with the conditions set out in Section
2.17.

 

“Participant” has the
meaning set forth in Section
10.06(b).

 







8












“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.

 

“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.




 

“Process
Agent” has the
meaning set forth in Section
10.07(b).

 

“Quarterly
Payment Dates” means
each March 31, June 30, September 30 and December 31.

 

“Quotation
Day” means,
in relation to any period for which an interest rate is to be
determined:

 


	 	
      (a)
	
      (if
      the currency is Euro) two TARGET Days before the first day of that
      period;




 


	 	
      (b)
	
      (if
      the currency is Sterling) the first day of that period;
  or




 


	 	
      (c)
	
      (for
      any other currency) two Business Days before the first day of that
      period,




 

provided that if
market practice differs in the Relevant Interbank Market for a currency, the
Quotation Day for that currency will be determined by the Administrative Agent
in accordance with market practice in the Relevant Interbank Market (and if
quotations would normally be given by leading banks in the Relevant Interbank
Market on more than one day, the Quotation Day will be the last of those days);
provided,
further, that in
relation to any period for which an interest rate is to be determined in
connection with the initial Borrowing denominated in Euro, if the Notice of
Borrowing in respect thereof is received less than three Business Days before
the proposed Borrowing Date for such Borrowing, the Quotation Day for such
period shall be such Borrowing Date.

 







9












“Reference
Banks” means,
in relation to LIBOR and Mandatory Cost, the principal London offices of ABN
AMRO Bank N.V., Citibank N.A. and JPMorgan Chase Bank, N.A. and, in relation to
EURIBOR, the principal Amsterdam office of ABN AMRO Bank N.V. and the principal
London offices of Citibank, N.A. and JPMorgan Chase Bank, N.A.

 

“Regulation
U” means
Regulation U of the Board of Governors of the Federal Reserve System, as in
effect from time to time.

 

“Relevant
Interbank Market” means
in relation to Euro, the European interbank market and, in relation to any other
currency, the London interbank market.

 

“Required
Lenders” means,
at any time, Lenders having more than 50% of the aggregate amount of the
Exposures at such time.

 

“Required
Revolving Credit Lenders” means,
at any time, Revolving Credit Lenders having more than 50% of the aggregate
amount of the Revolving Credit Exposures at such time.

 

“Required
Term Lenders” means,
at any time, Term Lenders having more than 50% of the aggregate amount of the
Term Exposures at such time.

 

“Restricted
Subsidiary”
means

 


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




 

(ii) Praxair
Canada Inc.

 

“Revolving
Credit Commitment” means,
with respect to any Revolving Credit Lender at any time, the commitment of such
Lender to make Revolving Credit Loans, expressed as an amount representing the
maximum Base Currency Amount of such Lender’s Revolving Credit Exposure
hereunder, as such commitment may be (a) reduced from time to time pursuant to
Section
2.09 and (b)
reduced or increased from time to time pursuant to assignments by or to such
Lender pursuant to Section
10.06(c). The
initial amount of each Lender’s Revolving Credit Commitment is set forth on
Schedule I, or in the Assignment and Acceptance pursuant to which such Lender
shall have assumed its initial Revolving Credit Commitment, as applicable. The
initial aggregate amount of the Revolving Credit Commitments is
€150,000,000.

 

“Revolving
Credit Exposure” means,
with respect to any Lender at any time, (i) the amount of such Lender’s
Revolving Credit Commitment, if the Revolving Credit Commitments are still in
existence, or (ii) if the Revolving Credit Commitments have terminated or
expired, the amount of its Revolving Credit Outstandings.

 







10












“Revolving
Credit Facility” means,
at any time, the aggregate amount of the Revolving Credit Exposures at such
time.

 

“Revolving
Credit Lender” means
any Lender with a Revolving Credit Exposure.

 

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

 

“Revolving
Credit Outstandings” means,
with respect to any Revolving Credit Lender at any time, the aggregate
outstanding Base Currency Amount of such Lender’s Revolving Credit Loans at such
time.

 

“Revolving
Credit Period” means
the period from and including the Closing Date to and including the date falling
one month prior to the Final Maturity Date.

 

“Screen
Rate”
means:

 


	 	
      (a)
	
      in
      relation to LIBOR, the British Bankers Association Interest Settlement
      Rate for the relevant currency and period;
and




 


	 	
      (b)
	
      in
      relation to EURIBOR, the percentage rate per annum determined by the
      Banking Federation of the European Union for the relevant
      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
Borrower and the Lenders.

 

“SEC” means
the Securities and Exchange Commission.

 

“Specified
Time” means,
in relation to any period for which an interest rate is to be determined and
with respect to the Quotation Day for such interest rate:

 


	 	
      (a)
	
      (if
      the currency is Euro) as of 11:00 A.M. (Brussels time) on such Quotation
      Day; or




 


	 	
      (b)
	
      (for
      any other currency) as of 11:00 A.M. (London time) on such Quotation
      Day.




 

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

 

“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 Guarantor.

 







11












“Swiss
Francs” means
the lawful currency of Switzerland.

 

“Syndication
Agent” means
Citigroup Global Markets Inc., in its capacity as syndication agent for the
credit facility provided hereunder.

 

“TARGET” means
Trans-European Automated Real-time Gross Settlement Express Transfer payment
system.

 

“TARGET
Day” means
any day on which TARGET is open for the settlement of payments in
Euro.

 

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

 

“Term
Availability Period” means
the period from and including the Closing Date to and including December 31,
2004.

 

“Term
Commitment” means,
with respect to any Term Lender at any time, the commitment of such Lender to
make Term Loans, expressed as an amount representing the maximum Base Currency
Amount of such Term Loans, as such commitment may be (a) reduced from time to
time pursuant to Section
2.09 and (b)
reduced or increased from time to time pursuant to assignments by or to such
Lender pursuant to Section
10.06(c). The
initial amount of each Lender’s Term Commitment is set forth on Schedule I, or
in the Assignment and Acceptance pursuant to which such Lender shall have
assumed its initial Term Commitment, as applicable. The initial aggregate amount
of the Term Commitments is €300,000,000.

 

“Term
Exposure” means,
with respect to any Lender at any time, the sum of (i) the unused amount of its
Term Commitment, if the Term Commitments are still in existence plus (ii) the
aggregate outstanding Base Currency Amount of its Term Loans.

 

“Term
Facility” means,
at any time, the aggregate amount of the Term Exposures at such
time.

 

“Term
Lender” means
any Lender with a Term Exposure.

 

“Term
Loan” has the
meaning specified in Section
2.01(a).

 

“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.

 







12












“Unpaid
Sum” means
any sum due and payable but unpaid by an Obligor under this
Agreement.

 

“VAT” means
value added tax as provided for in the Sixth Council Directive of the European
Union 77/388/EEC of May 17, 1977 on the harmonization of the laws of the Member
States relating to turnover taxes as amended or supplemented, or any other tax
of a similar nature.

 

“Wholly-Owned
Consolidated Subsidiary” with
respect to any Person means any Consolidated Subsidiary all of the shares of
capital stock or other ownership interests of which (except directors’
qualifying shares) are at the time directly or indirectly owned by such
Person.

 

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 generally accepted accounting principles as in effect from time
to time, applied on a basis consistent (except for changes concurred in by the
Guarantor’s independent public accountants) with the most recent audited
consolidated financial statements of the Guarantor and its Consolidated
Subsidiaries delivered to the Lenders; provided that, if
the Guarantor notifies the Administrative Agent that the Guarantor wishes to
amend any covenant in Article
5 to
eliminate the effect of any change in generally accepted accounting principles
on the operation of such covenant (or if the Administrative Agent notifies the
Guarantor that the Required Lenders wish to amend Article
5 for such
purpose), then the Guarantor’s compliance with such covenant shall be determined
on the basis of 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 Guarantor and the Required Lenders.

 

 

ARTICLE
2

THE
CREDITS

 

Section
2.01.
Commitments to Lend. 

 


	(a)  	
      Term
      Facility.
      Each Term Lender severally agrees, on the terms and conditions set forth
      in this Agreement, to make one or more loans (“Term
      Loans”)
      to the Borrower from time to time during the Term Availability Period
      denominated in Euro or Dollars in an aggregate Base Currency Amount not to
      exceed such Lender’s Term Commitment. The Term Commitments are not
      revolving in nature, and amounts borrowed under this Section
      2.01(a)
      and repaid or prepaid may not be
reborrowed.




 







13













	(b)  	
      Revolving
      Credit Facility.
      Each Revolving Credit Lender severally agrees, on the terms and conditions
      set forth in this Agreement, to make loans (“Revolving
      Credit Loans”)
      to the Borrower from time to time during the Revolving Credit Period
      denominated in Euro, Dollars, Sterling, Swiss Francs or any Optional
      Currency in amounts such that the aggregate Base Currency Amount of the
      Revolving Credit Loans at no time exceeds the amount of such Lender’s
      Revolving Credit Commitment. Within the limits of the Revolving Credit
      Commitments, the Borrower may borrow under this Section
      2.01(b),
      prepay pursuant to Section
      2.10
      and reborrow under this Section
      2.01(b).




 


	(c)  	
      Amounts.
      Each Borrowing under this Section shall be in an Approved Amount (except
      that any such Borrowing may be in the aggregate amount available under the
      applicable Commitments) and shall be made from the several Lenders ratably
      in proportion to their respective applicable Commitments.
  




 

Section
2.02.
Notice of Borrowings. (a) The
Borrower shall give the Administrative Agent irrevocable notice in substantially
the form of Exhibit A hereto (a “Notice
of Borrowing”) not
later than 9:30 A.M. (London time) on: (x) the date of the initial Borrowing
denominated in Euro and (y) subject to Section
2.02(b), the
third Business Day before each other Borrowing, specifying:

 


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




 


	(ii)  	
      the
      aggregate amount and currency of such Borrowing which shall comply with
      Section
      2.01,
      




 


	(iii)  	
      the
      Class of Loans comprising such Borrowing,
and




 


	(iv)  	
      the
      duration of the initial Interest Period applicable thereto, subject to the
      provisions of the definition of Interest
Period.




 


	(b)  	
      The
      Borrower shall give the Administrative Agent a Notice of Borrowing not
      later than 9:30 A.M. (London time) on the fifth Business Day before each
      initial Borrowing denominated in an Optional Currency.
      Such Notice of Borrowing shall be irrevocable unless the currency
      requested therein is not approved as an Optional Currency pursuant to
      Section
      2.17(b).




 

Section
2.03.
Notice to Lenders; Funding of Loans.

 


	(a)  	
      Upon
      receipt of a Notice of Borrowing, the Administrative Agent shall promptly
      notify each Lender of the relevant Class of the contents thereof and of
      such Lender’s share (if any) of such
Borrowing.




 







14













	(b)  	
      On
      the date of each Borrowing, each Lender of the relevant Class
      participating therein shall make the amount of its share of such Borrowing
      available to the Administrative Agent for the account of the Borrower at
      the office of the Administrative Agent specified in or pursuant to
      Section
      10.01 in
      funds immediately available to the Administrative Agent. Unless the
      Administrative Agent determines that any applicable condition specified in
      Article
      3
      has not been satisfied, 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 for value on the date of such
      Borrowing.




 


	(c)  	
      Unless
      the Administrative Agent shall have received notice from a Lender of the
      relevant Class 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
      2.03
      and the Administrative Agent may, in reliance upon such assumption, make
      available to the Borrower on such date a corresponding amount. If the
      Administrative Agent does, in such circumstances, make available to the
      Borrower such amount, such Lender shall within three Business Days
      following such Borrowing make such share available to the Administrative
      Agent, together with interest thereon for each day from and including the
      date of such Borrowing that such share was not made available, calculated
      by the Administrative Agent to reflect its cost of funds. If such amount
      is so made available, such payment to the Administrative Agent shall
      constitute such Lender’s share of such Borrowing for all purposes of this
      Agreement. If such amount is not so made available to the Administrative
      Agent, then the Administrative Agent shall on the third Business Day
      following such Borrowing notify the Borrower of such failure and on the
      fourth Business Day following the date of such Borrowing, the Borrower
      shall pay to the Administrative Agent such share, together with interest
      thereon for each day that the Borrower had the use of such share,
      calculated by the Administrative Agent to reflect its cost of funds.
      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.




 


	(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
      2.04  	
      .
      Evidence of Debt. The
      Loans made by each Lender shall be evidenced by one or more accounts or
      records maintained by such Lender in the ordinary course of business and
      by the Administrative Agent in accordance with Section
      2.18.
      The accounts or records so maintained shall be conclusive absent manifest
      error as to the amount of Loans made by the Lenders and the interest and
      payments thereon. Any failure to so record or any error in doing so shall
      not, however, limit or otherwise affect the obligations of the Obligors
      hereunder to pay any amounts owing. Any certificate of a Lender as to
      (a)
      the amount required at any time to cover such Lender’s cost of funding a
      Loan as set forth in Section
      8.01,
      (b)
      the amount required at any time to indemnify such Lender against any cost,
      payment or liability referred to in Section
      8.02 or
      (c)
      the amount by which a sum payable to such Lender is to be increased under
      Section
      8.04,
      shall, in the absence of manifest error, be prima facie evidence of the
      existence and amounts of the specified obligations of the
      Obligors.




 







15












Section
2.05.
Maturity of Loans. Each Loan
shall mature, and the principal amount thereof shall be due and payable
(together with interest accrued thereon), on the Final Maturity
Date.

 

Section
2.06.
Interest Rates. 

 


	(a)  	
      Subject
      to Section
      8.01,
      each EURIBOR Loan shall bear interest on the outstanding principal amount
      thereof, for each day during each Interest Period applicable thereto, at a
      rate per annum equal to the sum of (i)
      the Applicable Margin for such day, (ii)
      the applicable EURIBOR and (iii)
      the 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 and, with respect to the principal amount of any EURIBOR Loan that
      is prepaid, on the date of such prepayment.




 


	(b)  	
      Subject
      to Section
      8.01,
      each LIBOR Loan shall bear interest on the outstanding principal amount
      thereof, for each day during each Interest Period applicable thereto, at a
      rate per annum equal to the sum of (i)
      the Applicable Margin for such day, (ii)
      the applicable LIBOR and (iii)
      the 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 and, with respect to the principal amount of any LIBOR Loan that
      is prepaid, on the date of such prepayment.




 


	(c)  	
      If
      an Obligor fails to pay any amount payable by it under this Agreement on
      its due date, interest shall accrue on the overdue amount from the due
      date up to the date of actual payment (both before and after judgment) at
      a rate which, subject to clause (i)
      below, is 1% per annum higher than the rate which would have been payable
      if the overdue amount had, during the period of nonpayment, constituted a
      Loan in the currency of the overdue amount for successive Interest
      Periods, each of a duration selected by the Administrative Agent (acting
      reasonably). Any interest accruing under this Section
      2.06(c)
      shall be immediately payable by the Obligor on demand by the
      Agent.




 


	(i)  	
      If
      any overdue amount consists of all or part of a Loan which became due on a
      day which was not the last day of an Interest Period relating to that
      Loan:




 







16













	(A)  	
      the
      first Interest Period for that overdue amount shall have a duration equal
      to the unexpired portion of the current Interest Period relating to that
      Loan; and




 


	(B)  	
      the
      rate of interest applying to the overdue amount during that first Interest
      Period shall be 1% per annum higher than the rate which would have applied
      if the overdue amount had not become due.




 


	(ii)  	
      Default
      interest (if unpaid) arising on an overdue amount will be compounded with
      the overdue amount at the end of each Interest Period applicable to that
      overdue amount but will remain immediately due and
  payable.




 


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




 

Section
2.07.
Participation Fee. The
Borrower shall pay to the Administrative Agent for the account of the Lenders a
participation fee equal to 0.075% of the Commitments. Such participation fee
shall be payable in the Base Currency on the earlier of (a) the
tenth day after the date hereof and (b) the
first Borrowing Date.

 

Section
2.08.
Commitment Fee. The
Borrower shall pay to the Administrative Agent for the account of the Lenders a
commitment fee at the Commitment Fee Rate (determined for each day in accordance
with Schedule II). Such commitment fee shall accrue from and including the date
hereof to but excluding the date on which the applicable Class of Commitments
are terminated in their entirety, on the daily aggregate amount of the Available
Commitments of such Lender.

 

Such
commitment fee shall be payable in the Base Currency quarterly on each Quarterly
Payment Date (in arrears), commencing on December 31, 2004, and upon the date of
termination of the Commitments in their entirety. 

 

Section
2.09.
Optional Termination or Reduction of Commitments. The
Borrower may, upon at least five Business Days’ notice to the Administrative
Agent,

 


	(i)  	
      terminate
      the Commitments of any Class at any time, if no Loans of such Class are
      outstanding at such time or




 







17













	(ii)  	
      ratably
      reduce from time to time by an aggregate amount of €10,000,000 or any
      larger multiple of €5,000,000, the aggregate amount of any Class of
      Commitments, provided
      that the Borrower shall not reduce any Class of Commitments if, after
      giving effect thereto and to any concurrent prepayment of the Loans of
      such Class pursuant to Section
      2.10,
      the aggregate outstanding Base Currency Amount of the Loans of such Class
      would exceed the total Commitments of such
Class.




 

Promptly
after receiving a notice pursuant to this subsection, the Administrative Agent
shall notify each Lender of the contents thereof.

 

Section
2.10.
Optional Prepayments. (a) Subject
to Section
2.12(d), the
Borrower may upon at least five Business Days’ irrevocable notice to the
Administrative Agent, prepay any Group of Loans, in each case in whole at any
time, or from time to time in part in Approved Amounts, by paying the principal
amount to be prepaid together with interest accrued 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 Group of Loans.

 


	(b)  	
      Upon
      receipt of a notice of prepayment pursuant to this Section, the
      Administrative Agent shall promptly notify each applicable Lender of the
      contents thereof and of such Lender’s ratable share (if any) of such
      prepayment.




 

Section
2.11.
Mandatory Prepayment. If the
Guarantor ceases (a) to own
directly or indirectly more than 50% of the issued share capital of the Borrower
or (b) to
control the Borrower:

 


	(i)  	
      the
      Guarantor shall promptly notify the Administrative Agent upon becoming
      aware of such event;




 


	(ii)  	
      if
      the Required Lenders so require, the Administrative Agent shall, by not
      less than five Business Days’ notice to the Borrower, cancel the
      Commitments and declare all outstanding Loans, together with accrued
      interest, and all other amounts accrued under this Agreement immediately
      due and payable, whereupon the Commitments will be cancelled and all such
      outstanding amounts will become immediately due and
    payable.




 

For the
purpose of Section
2.11
“control” means
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of the Borrower, whether through the
ability to exercise voting power, by contract or otherwise.

 

Section
2.12.
General Provisions as to Payments. (a) The
Borrower shall make each payment of principal of, and interest on, the Loans and
of fees hereunder in the currency specified in Section
2.12(b) not
later than 11:00 A.M. (London time) on the date when due to the Administrative
Agent at its address specified in or pursuant to Section
10.01 and
without reduction by reason of any set-off or counterclaim. The Administrative
Agent will promptly distribute to each Lender its share of each such payment
received by the Administrative Agent for the account of the Lenders. Whenever
any payment shall be due on a day which is not a Business Day, the date for
payment thereof shall be extended to the next succeeding Business Day unless
such Business Day falls in another calendar month, in which case the date for
payment thereof shall be the next preceding Business Day.

 







18













	(b)  	
      Each
      Obligor shall make each payment hereunder in the applicable currency
      specified below:




 


	(i)  	
      a
      repayment of a Loan or a part of a Loan shall be made in the currency in
      which that Loan is denominated;




 


	(ii)  	
      each
      payment of interest shall be made in the currency in which the Loan or fee
      in respect of which the interest is payable was denominated, or, in the
      case of any fee, payable, when such interest accrued;
  and




 


	(iii)  	
      each
      payment in respect of costs, expenses or Taxes shall be made in the
      currency in which the costs, expenses or Taxes are incurred, provided
      that if such cost, expense or Tax is incurred in a currency (the
      “Relevant
      Currency”)
      other than the Base Currency, Sterling, Swiss Francs or Dollars, payment
      in respect thereof shall be in an amount of the Base Currency equal to the
      sum of (A)
      the amount of such cost, expense or Tax converted to the Base Currency at
      the ECB Screen Rate at or about 11:00 A.M. (London time) on the date such
      payment is made and (B) if
      any Agent or Lender determines that its obligations in respect of such
      cost, expense or Tax in the Relevant Currency exceed the amount of the
      Relevant Currency obtained by such Agent or Lender upon its conversion of
      the amount of the Base Currency received under clause (A) of
      this paragraph (iii),
      such excess converted into the Base Currency at a rate specified by such
      Agent or Lender on the date such excess is
paid.




 


	(c)  	
      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, calculated by
      the Administrative Agent to reflect its cost of
funds.




 







19













	(d)  	
      If
      the Borrower makes any payment of principal with respect to any Loan
      (whether such payment is pursuant to Article
      2,
      6 or
      8 or
      otherwise) or any payment of an Unpaid Sum on any day other than the last
      day of an Interest Period applicable thereto, or if the Borrower fails to
      borrow, prepay or continue any Loan after notice has been given to any
      Lender in accordance with Section
      2.03(a),
      Section
      2.10(b) or
      Section
      2.14(c),
      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 such payment or failure to borrow, prepay or continue;
      provided
      that such Lender shall have delivered to the Borrower a certificate
      containing a computation in reasonable detail of the amount of such loss
      or expense, which certificate shall be conclusive in the absence of
      manifest error.




 

Section
2.13.
Computation of Interest and Fees. Interest
on any Revolving Credit Loans denominated in Sterling as an Optional Currency
shall be computed on the basis of a year of 365 days 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).

 

Section
2.14.
Method of Electing Interest Periods. (a) The
initial Interest Period for Loans included in each Borrowing shall be as
specified by the Borrower in the applicable Notice of Borrowing. Thereafter, the
Borrower may from time to time elect the duration of each subsequent
Interest
Period applicable thereto in accordance with this Section
2.14.

 

Each such
election shall be made by delivering a notice (a “Notice
of Interest Period Election”) to the
Administrative Agent not later than the Specified Time. A Notice of Interest
Period 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 applies, and the remaining portion to which it
does not apply, are each at least in Approved Amounts. If no such notice is
timely received before the end of an Interest Period for any Group of Loans, the
Borrower shall be deemed to have elected that such Group of Loans be continued
at the end of such Interest Period with an additional Interest Period of one
month.

 

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

 


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




 


	(ii)  	
      the
      duration of the additional Interest Period applicable
    thereto.




 

 







20












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

 


	(c)  	
      Promptly
      after receiving a Notice of Interest Period Election from the Borrower
      pursuant to Section
      2.14(a),
      the Administrative Agent shall notify each Lender of the contents thereof
      and such notice shall not thereafter be revocable by the
      Borrower.




 

Section
2.15.
Optional Increase in Commitments. (a) At any
time prior to the Final Maturity Date, if (i) no
Default shall have occurred and be continuing, and (ii) the
representations and warranties of the Obligors set forth in Article
4 shall be
true in all material respects (any request pursuant to this Section
2.15 being
deemed, in the case of clauses (i) and
(ii), to be a
confirmation by the Borrower to such effect), the Borrower may, upon notice to
the Administrative Agent (which shall promptly provide a copy of such notice to
the Lenders), propose to increase the aggregate amount of the Revolving Credit
Commitments by an amount not greater than €50,000,000 (the amount of any such
increase, the “Increased
Revolving Credit Commitments”),
provided that
after giving effect to any increase in the Revolving Credit Commitments pursuant
to this Section
2.15, the
aggregate Revolving Credit Commitments shall not exceed €200,000,000. Each
Revolving Credit Lender party to this Agreement at such time shall have the
right (but no obligation), for a period of 30 days following receipt of such
notice to elect by notice to the Borrower and the Administrative Agent to
increase its Revolving Credit Commitment by a principal amount which bears the
same ratio to the Increased Revolving Credit Commitments as its then Revolving
Credit Commitment bears to the aggregate Revolving Credit Commitments then
existing. Any Lender not responding within 30 days of receipt of such notice
shall be deemed to have declined to increase its Revolving Credit
Commitment.

 


	(b)  	
      If
      any Lender party to this Agreement shall not elect to increase its
      Revolving Credit Commitment pursuant to subsection (a) of
      this Section, the Borrower may, within 21 days of the Revolving Credit
      Lenders’ response, designate one or more of the existing Lenders or other
      financial institutions acceptable to the Administrative Agent and the
      Borrower (which consent of the Administrative Agent shall not be
      unreasonably withheld) which at the time agree to (i) in
      the case of any such Person that is an existing Revolving Credit Lender,
      increase its Revolving Credit Commitment, (ii) in
      the case of any such Person that is an existing Term Lender, become a
      Revolving Credit Lender and (iii) in
      the case of any other such Person (an “Additional
      Lender”),
      become a party to this Agreement. The sum of (x) the increases in the
      Revolving Credit Commitments of the existing Revolving Credit Lenders
      pursuant to this subsection (b),
      (y) the Revolving Credit Commitments of any other existing Lenders that
      becomes a Revolving Credit Lender pursuant to this subsection (b)
      and (z) the Revolving Credit Commitments of the Additional Lenders shall
      not in the aggregate exceed the unsubscribed amount of the Increased
      Revolving Credit Commitments.




 

 







21













	(c)  	
      An
      increase in the aggregate amount of the Revolving Credit Commitments
      pursuant to this Section
      2.15
      shall become effective upon the receipt by the Administrative Agent of
      (i) an
      agreement in form and substance satisfactory to the Administrative Agent
      signed by the Borrower, by each Additional Lender, by each Revolving
      Credit Lender whose Revolving Credit Commitment is to be increased and
      each other Lender who is becoming a Revolving Credit Lender, setting forth
      the new Revolving Credit 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 and (ii)
      such evidence of appropriate corporate authorization on the part of the
      Obligors with respect to the Increased Revolving Credit Commitments and
      such opinions of counsel for the Obligors with respect to the Increased
      Revolving Credit Commitments as the Administrative Agent may reasonably
      request.




 


	(d)  	
      Upon
      any increase in the aggregate amount of the Revolving Credit Commitments
      pursuant to this Section
      2.15,
      at the end of the then current Interest Period with respect any Revolving
      Credit Loans then outstanding, the Borrower shall prepay such Group in its
      entirety and, to the extent the Borrower elects to do so and subject to
      the conditions specified in Article
      3,
      the Borrower shall reborrow Revolving Credit Loans from the Revolving
      Credit Lenders in proportion to their respective Revolving Credit
      Commitments after giving effect to such increase, until such time as all
      outstanding Revolving Credit Loans are held by the Revolving Credit
      Lenders in such proportion.




 

Section
2.16.
Currency Equivalents.   (a) The
Administrative Agent shall determine the Base Currency Amount of each Revolving
Credit Loan as of the first day of each Interest Period applicable thereto and,
in the case of any such Interest Period of more than six months, at six-month
intervals after the first day thereof, and shall promptly notify the Borrower
and the applicable Lenders of each Base Currency Amount so determined by it.
Each such determination shall be based on the ECB Screen Rate (x) at 11:00 A.M.
(London time) on the date of the related Notice of Borrowing for purposes of the
initial such determination for any Loan and (y) at the Specified Time in
relation to the relevant Interest Period for purposes of any subsequent
determination. If after
giving effect to any such determination of a Base Currency Amount, the aggregate
outstanding Base Currency Amount of the Revolving Credit Loans exceeds 107.5% of
the then aggregate Revolving Credit Commitments, the Borrower shall, within five
(5) Business Days of receipt of such notice from the Administrative Agent,
prepay outstanding Revolving Credit Loans (as selected by the Borrower and
notified to the Lenders through the Administrative Agent not less than three
Business Days prior to the date of prepayment) to the extent necessary cause
such percentage not to exceed 100.0%.

 

 







22













	(b)  	
      The
      Administrative Agent shall determine the Base Currency Amount of each Term
      Loan as of the first day of the initial Interest Period applicable thereto
      and as of each subsequent May 31 and November 30, beginning with May 31,
      2005, and shall promptly notify the Borrower and the applicable Lenders of
      each Base Currency Amount so determined by it. Each such determination
      shall be based on the ECB Screen Rate at 11:00 A.M. (London time) (x) on
      the date of the related Notice of Borrowing for purposes of the initial
      such determination for any Term Loan and (y) on the specified date (or the
      immediately succeeding Business Day if such date is not a Business Day)
      for purposes of any subsequent determination. If after giving effect to
      any such determination of a Base Currency Amount, the aggregate
      outstanding Base Currency Amount of the Term Loans exceeds 107.5% of the
      aggregate Base Currency Amount of the Term Loans initially borrowed
      hereunder (reduced by the aggregate Base Currency Amount of any Term Loans
      theretofore prepaid), the Borrower shall, on the last day of each then
      current Interest Period, prepay outstanding Term Loans to the extent
      necessary to cause such percentage not to exceed
100.0%.




 

Section
2.17.
Conditions Relating to Optional Currencies. 

 


	(a)  	
      A
      currency will constitute an Optional Currency in relation to a Borrowing
      comprised of Revolving Credit Loans if:




 


	(i)  	
      it
      is readily available in the amount required and freely convertible into
      the Base Currency in the Relevant Interbank Market on the Quotation Day
      and the Borrowing Date for such Borrowing;
and




 


	(ii)  	
      it
      is or has been approved by the Administrative Agent (acting on the
      instructions of all the Revolving Credit Lenders) prior to the initial
      Borrowing in such currency.




 


	(b)  	
      If
      the Administrative Agent has received a written request from the Borrower
      for a currency to be approved under paragraph (a)(i)
      above, the Administrative Agent will confirm to the Borrower by 11:00 A.M.
      (London time) two Business Days prior to the Quotation Day for such Loan
      (i)
      whether or not the Lenders have granted their approval and (ii) if
      such approval has been granted, the Approved Amount for such
      currency.




 

(c)  If before
9:30 A.M. (London time) on any Quotation Day:

 


	(i)  	
      a
      Lender notifies the Administrative Agent that the Optional Currency
      requested is not readily available to it in the amount required;
      or




 


	(ii)  	
      a
      Lender notifies the Administrative Agent that compliance with its
      obligation to make a Loan in the proposed Optional Currency would
      contravene a law or regulation applicable to
it,




 







23












the
Administrative Agent will give notice to the Borrower to that effect by 10:30
A.M. (London time) on such Quotation Day. In this event, any Lender that gives
notice pursuant to this Section
2.17(c) will be
required to make a Loan in the Base Currency (in an amount equal to that
Lender’s proportion of the Base Currency Amount of the related Borrowing) and
its participation will be treated as a separate Loan of the same Class
denominated in the Base Currency during the Interest Period applicable to such
Borrowing.

 

Section
2.18.
Control Accounts. (a) The
Administrative Agent shall maintain on its books a control account or accounts
in which shall be recorded:

 


	(i)  	
      the
      amount of any Borrowing made and each Lender’s share of such
      Borrowing;




 


	(ii)  	
      the
      amount of all principal, interest and other sums due from the Borrower to
      any of the Lenders and each Lender’s share of each such amount;
      and




 


	(iii)  	
      the
      amount of any sum received or recovered by the Administrative Agent and
      each Lender’s share of such amount.




 


	(b)  	
      For
      the purposes of article 572 of the Spanish Civil Procedure Law
      (Ley
      de Enjuiciamiento Civil),
      all parties to this Agreement expressly agree that the exact amount due at
      any time by the Borrower to any Lender will be the amount specified in a
      certificate issued by the Administrative Agent as representative of any
      Lender or by any Lender with respect to the amount owed to such Lender and
      reflecting the balance of the control accounts referred to in paragraph
      (a)
      above. The amount so specified will be considered as liquid, due and
      payable, provided
      that the relevant certificate has been formalized in a public deed
      (documento
      fehaciente)
      authorized by a Spanish notary public who will certify that the
      calculation of the balance has been made consistently with the procedure
      agreed by the parties to this Agreement.




 


	(c)  	
      As
      a consequence of paragraphs (a)
      and (b) of
      this Section
      2.18,
      enforcement against the Borrower may be initiated in Spain if all or any
      portion of the Loans has been declared immediately due and payable
      pursuant to this Agreement, by presenting:




 


	(i)  	
      the
      first authorized copy of the notarized deed formalizing this Agreement
      issued by a Spanish notary public or an original of this Agreement
      executed as a notarial deed attested to by a Spanish notary
      public;




 


	(ii)  	
      the
      public deed which incorporates the certificate issued by the
      Administrative Agent or by any Lender referred to in paragraph
      (b) of
      this Section
      2.18,
      setting forth the total amount owed by the Borrower and confirming that
      the computation of such amount has been made consistently with the
      procedure agreed upon by the parties in this Section
      2.18;




 

 







24













	(iii)  	
      an
      excerpt of the credits and debits which appears in the relevant control
      account referred to in paragraph (a) of
      this Section
      2.18;
      and




 


	(iv)  	
      a
      document evidencing that the Borrower and the Guarantor have been served
      notice of the amount due and payable.




 

 

     ARTICLE
3  

CONDITIONS

 

Section
3.01.
First Borrowing. The
obligation of any Lender to make a Loan on the occasion of the first Borrowing
is subject to the satisfaction of the following conditions not later than
December 31, 2004:

 


	(a)  	
      receipt
      by the Administrative Agent of 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 or other
      written confirmation from such party of execution of a counterpart hereof
      by such party);




 

(b)  [Reserved];

 


	(c)  	
      receipt
      by the Administrative Agent of an opinion of Cahill Gordon & Reindel
      llp,
      special U.S. counsel for the Obligors, covering the matters described in
      Exhibit B hereto;




 


	(d)  	
      receipt
      by the Administrative Agent of an opinion of Jiménez de Parga Abogados,
      special Spanish counsel for the Obligors, covering the matters described
      in Exhibit C hereto;




 


	(e)  	
      receipt
      by the Administrative Agent of an opinion of Davis Polk & Wardwell,
      special U.S. counsel for the Agents, substantially in the form of Exhibit
      D hereto;




 


	(f)  	
      receipt
      by the Administrative Agent of an opinion of Uría Menendez, special
      Spanish counsel for the Agents, covering the matters described in Exhibit
      E hereto;




 


	(g)  	
      receipt
      by the Administrative Agent of a certificate signed by (i) the Chairman,
      the President, any Vice President, the Treasurer (or such Treasurer’s
      designee) or any Assistant Treasurer of the Guarantor and (ii) an
      individual empowered by notarial deed to sign on behalf of the Borrower,
      dated the Closing Date, to the effect set forth in paragraphs (c)
      and (d) of
      Section
      3.02;




 


	(h)  	
      receipt
      by the Administrative Agent of (i) a
      copy of the complete certification (“certificación
      literal”)
      of the Borrower from the Mercantile Registry of Madrid and (ii) if
      such certification is dated more than 21 days prior to the Closing Date,
      an excerpt (“nota
      simple informativa”)
      of the Borrower from the Mercantile Registry of Madrid dated no more than
      10 days prior to the Closing Date, containing all of the notations
      (“inscripciones”)
      registered between the date of such certification and the date of such
      excerpt;




 

 







25













	(i)  	
      receipt
      by the Administrative Agent of a copy of the Guarantor’s certificate of
      incorporation, certified by the Secretary of State of
      Delaware;




 


	(j)  	
      receipt
      by the Administrative Agent of a certificate on behalf of the Borrower
      signed by the Secretary of the Board of Directors of the Borrower with the
      approval of the Chairman of the Board of Directors satisfactory to the
      Administrative Agent certifying




 


	(i)  	
      that
      no resolutions or steps have been taken that may amend, replace or
      otherwise modify the contents of the certificación
      literal
      issued by the Mercantile Registry and referred to in clause (h)
      above,




 


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




 


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




 


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




 


	(v)  	
      that
      the Borrowings will not breach any restriction in the by-laws or any
      similar constitutive document of the Borrower or any contractual
      obligations binding on the Borrower,




 


	(vi)  	
      that
      the Borrower has received the Número
      de Operación Financiera
      (“NOF”)
      from the Bank of Spain, and a copy of the P-1A form with the seal of the
      Bank of Spain and




 


	(vii)  	
      as
      to the authority of the individual who signed this Agreement on behalf of
      the Borrower;




 


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




 


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




 

 







26













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




 


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




 


	(iv)  	
      that
      the copies of the resolutions of the Guarantor’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 Guarantor who signed this
      Agreement on behalf of any Obligor;




 

(l)  receipt
by the Administrative Agent of 

 


	(i)  	
      evidence
      satisfactory to it that immediately after, but otherwise substantially
      simultaneously with the making of the initial Term Loan, the Acquisition
      shall be consummated on terms provided to the Administrative Agent prior
      to the Closing Date and in compliance with applicable laws;
      and




 


	(ii)  	
      an
      executed copy of the Acquisition Agreement (without any exhibits,
      schedules or other attachments thereto), certified as of the Closing Date
      as a true, complete and correct copy thereof by the Secretary or an
      Assistant Secretary of the Guarantor or such other authorized officer of
      the Guarantor satisfactory to the Administrative
Agent;




 


	(m)  	
      receipt
      by the Administrative Agent of evidence satisfactory to it of approval of
      (i)
      the Acquisition by the German Federal Cartel Office and (ii)
      the Acquisition Agreement by the European
Commission;




 


	(n)  	
      receipt
      by the Lenders of (i) a
      balance sheet of the Borrower and its Consolidated Subsidiaries as of
      December 31, 2003, together with the related statements of income and cash
      flows for the fiscal year then ended, and (ii) a
      projected balance sheet of the Borrower and its Consolidated Subsidiaries
      as of December 31, 2004, prepared as if the Acquisition was consummated on
      such
      date;




 


	(o)  	
      receipt
      by the Administrative Agent of evidence satisfactory to it of the
      appointment by the Borrower of the Process Agent pursuant to Section
      10.07(b);
      




 


	(p)  	
      the
      fact that all fees payable on or before the Closing Date by the Borrower
      for the account of the Lenders and their affiliates in connection with
      this Agreement have been paid in full on or before such date in the
      amounts previously agreed upon in writing;
and




 

 







27













	(q)  	
      receipt
      by the Administrative Agent of all other documents that the Agents may
      reasonably request relating to the existence of each Obligor, the
      corporate authority for and the validity of this Agreement and any other
      matters relevant hereto, all in form and substance reasonably satisfactory
      to the Administrative Agent.




 

Section
3.02. All
Borrowings. The
obligation of any Lender to make a Loan on the occasion of any Borrowing
(including the first Borrowing) is subject to the satisfaction of the following
conditions:

 


	(a)  	
      receipt
      by the Administrative Agent of a Notice of Borrowing as required by
      Section
      2.02;




 


	(b)  	
      immediately
      after such Borrowing, the Base Currency Amount of the applicable Class of
      Loans will not exceed the aggregate amount of the applicable Class of
      Commitments;




 


	(c)  	
      immediately
      after such Borrowing, no Default shall have occurred and be
      continuing; 




 


	(d)  	
      the
      fact that the representations and warranties of each Obligor contained in
      this Agreement (except, in the case of any Borrowing subsequent to the
      first Borrowing, the representations and warranties set forth in Sections
      4.04(c),
      4.05
      and 4.07)
      shall be true in all material respects on and as of the date of such
      Borrowing.




 

Each
Borrowing hereunder shall be deemed to be a representation and warranty by the
Borrower on the date of such Borrowing as to the facts specified in paragraphs
(b),
(c) and
(d) of this
Section, and each Notice of Borrowing shall be deemed to be a confirmation by
the Borrower to such effect.

 

 

ARTICLE
4  

REPRESENTATIONS
AND WARRANTIES

 

Each of
the Guarantor and the Borrower represents and warrants that:

 

Section
4.01.
Corporate Existence and Power.  (a) The
Borrower is a sociedad
de responsabilidad limitada duly
organized, validly existing and in good standing under the laws of Spain, and
has all powers and all material governmental licenses, authorizations, consents
and approvals required to carry on its business as now conducted.

 


	(b)  	
      The
      Guarantor is a corporation duly incorporated, validly existing and in good
      standing under the laws of Delaware, and has all corporate powers and all
      material governmental licenses, authorizations, consents and approvals
      required to carry on its business as now
conducted.




 

 







28












Section
4.02.
Corporate and Governmental Authorization; No Contravention. The
execution, delivery and performance by each Obligor of this Agreement are within
such Obligor’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 such Obligor or of any material agreement, judgment, injunction, order,
decree or other instrument binding upon such Obligor or, in the case of the
Guarantor, 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 such Obligor or, in the case of the
Guarantor, any of its Restricted Subsidiaries or result in the creation or
imposition of any Lien on any asset of such Obligor or, in the case of the
Guarantor, any of its Restricted Subsidiaries.

 

Section
4.03.
Binding Effect. This
Agreement constitutes a valid and binding agreement of each
Obligor.

 

Section
4.04.
Financial Information. 

 


	(a)  	
      The
      consolidated balance sheet of the Guarantor 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
      PricewaterhouseCoopers LLP, copies of which have been delivered to each of
      the Lenders, fairly present, in conformity with generally accepted
      accounting principles, the consolidated financial position of the
      Guarantor and its Consolidated Subsidiaries as of such date and their
      consolidated results of operations and cash flows for such fiscal
      year.




 


	(b)  	
      The
      unaudited consolidated balance sheet of the Guarantor and its Consolidated
      Subsidiaries as of June 30, 2004 and the related unaudited consolidated
      statements of income and cash flows for the three months then ended,
      copies of which have been delivered to each of the Lenders, fairly
      present, in conformity with 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 Guarantor and its Consolidated Subsidiaries as of such
      date and their consolidated results of operations and cash flows for such
      three month period (subject to normal year-end
    adjustments).




 


	(c)  	
      Since
      June 30, 2004 there has been no change in the business, financial position
      or results of operations of the Guarantor and its Consolidated
      Subsidiaries, which could materially and adversely affect the ability of
      either Obligor to perform its obligations under this Agreement or which in
      any manner draws into question the validity or enforceability of this
      Agreement.




 

 







29













	(d)  	
      The
      unaudited balance sheet of the Borrower and its Consolidated Subsidiaries
      as of December 31, 2003, together with the related statements of income
      and cash flows for the fiscal year then ended, copies of which have been
      delivered to each of the Lenders pursuant to Section
      3.01(n)(i),
      fairly present the financial position of the Borrower and its Consolidated
      Subsidiaries as of December 31, 2003, and their results of operations and
      cash flows for the fiscal year then ended.




 


	(e)  	
      The
      projected balance sheet of the Borrower and its Consolidated Subsidiaries
      as of December 31, 2004, prepared as if the Acquisition was consummated on
      such date, copies of which have been delivered to each of the Lenders
      pursuant to Section
      3.01(n)(ii),
      was prepared in good faith based on assumptions that the Borrower believed
      were reasonable at the time it was
prepared.




 

Section
4.05.
Litigation. There is
no action, suit or proceeding pending against, or to the knowledge of the
Borrower or the Guarantor threatened against or affecting, the Borrower, the
Guarantor 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 either Obligor to perform its obligations under this Agreement or
which in any manner draws into question the validity of this
Agreement.

 

Section
4.06.
Compliance with ERISA. After it
has become a member of the ERISA Group, 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, 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




 


	(iii)  	
      incurred
      any liability under Title IV of ERISA other than a liability to the PBGC
      for premiums under Section 4007 of ERISA and aggregate withdrawal
      liabilities not in excess of $5,000,000 at any one time
      outstanding.




 

 







30












Section
4.07.
Environmental Matters. In the
ordinary course of its business, the Guarantor conducts reviews of the effect of
Environmental Laws on the business, operations and properties of the Guarantor,
its Restricted Subsidiaries and the Borrower, in the course of which it
identifies and evaluates associated liabilities and costs. On the basis of this
review, the Guarantor has reasonably concluded that Environmental Laws are
unlikely to have an effect on the business, financial condition or results of
operations of the Guarantor and its Consolidated Subsidiaries taken as a whole
during the term of this Agreement, which could materially and adversely affect
the ability of either Obligor to perform its obligations under this
Agreement.

 

Section
4.08.
Subsidiaries. Each
corporate Restricted Subsidiary of the Guarantor is a corporation duly
incorporated, validly existing and in good standing under the laws of its
jurisdiction of incorporation, and has all corporate powers and all material
governmental licenses, authorizations, consents and approvals required to carry
on its business as now conducted.

 

Section
4.09. Not
an Investment Company. Neither
Obligor is an “investment
company” within
the meaning of the Investment Company Act of 1940, as amended.

 

Section
4.10.
Disclosure. None of
the material furnished to the Agents and the Lenders by or on behalf of any
Obligor in connection herewith contains, or contained at the time so furnished,
any untrue statement of a material fact or omits, or omitted at the time so
furnished, 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.

 

Section
4.11.
Acquisition. No
governmental consents or approvals are required for the consummation of the
Acquisition, other than the approvals described in Section
3.01(m).

 

 

    
ARTICLE 5  

COVENANTS

 

 

Each of
the Guarantor and (as to Section
5.04 and
5.07) the
Borrower agrees that, so long as any Lender has any Commitment hereunder or any
amount of principal or interest payable hereunder remains unpaid:

 

Section
5.01.
Information. The
Guarantor will deliver to the Administrative Agent (and, in the case of a
certificate delivered pursuant to clause (f) below,
to each Lender):

 


	(a)  	
      as
      promptly as practicable and in any event within 113 days after the end of
      each fiscal year of the Guarantor, a consolidated balance sheet of the
      Guarantor 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 accounting principles by PricewaterhouseCoopers LLP or
      other independent public accountants of nationally recognized
      standing;




 

 







31













	(b)  	
      as
      promptly as practicable and in any event within 53 days after the end of
      each of the first three quarters of each fiscal year of the Guarantor, a
      consolidated balance sheet of the Guarantor 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
      Guarantor’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 Guarantor’s previous fiscal year, all
      certified (subject to normal year-end adjustments) as to fairness of
      presentation, generally accepted accounting principles and consistency by
      the principal financial officer or the principal accounting officer of the
      Guarantor 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 Guarantor, 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 Guarantor was in compliance with any applicable requirements of
      Sections 5.05
      and 5.06;




 


	(ii)  	
      stating
      whether the Guarantor was in compliance with the requirements of Sections
      5.02
      and 5.03;
      and




 


	(iii)  	
      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 Guarantor is taking or proposes to take with respect
      thereto;




 


	(d)  	
      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 Guarantor was not in compliance with
      Sections 5.05
      and 5.06,
      insofar as they relate to accounting matters, on the date of such
      statements;




 

 







32












 


	(e)  	
      as
      promptly as practicable and in any event within 113 days after the end of
      each fiscal year of the Borrower, a balance sheet of the Borrower and its
      Consolidated Subsidiaries as of the end of such fiscal year and the
      related 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 certified by the principal financial officer or the principal
      accounting officer of the Borrower as to fairness of presentation and
      consistency with the form of the information delivered pursuant to
      Section
      3.01(n);




 


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




 


	(g)  	
      promptly
      upon the mailing thereof to the public shareholders of the Guarantor
      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 Guarantor shall have filed with the
SEC;




 


	(i)  	
      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;




 

 







33













	(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 Guarantor setting forth details as to such
occurrence and action, if any, which the Guarantor or applicable member of the
ERISA Group is required or proposes to take;

 


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




 


	(k)  	
      from
      time to time such additional information regarding the financial position
      or business of the Guarantor and its Subsidiaries, including the Borrower,
      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 Business Days after receipt thereof.

 

Information
required to be delivered pursuant to Sections 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 Guarantor
provides notice to the Lenders that such information has been posted on the
Guarantor’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 Section 5.01(c).

 

Section
5.02.
Maintenance of Property; Insurance. (a) The
Guarantor 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.

 

 







34













	(b)  	
      The
      Guarantor will maintain, and will cause each of its Subsidiaries to
      maintain, insurance policies on its assets at coverage levels that are at
      least as high as the coverage levels that are usually insured against in
      the same general area by companies of established repute engaged in the
      same or a similar business as the Guarantor 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
Guarantor 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:

 


	(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 corporation at the time such corporation
      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 90 days
      after the acquisition thereof;




 


	(d)  	
      any
      Lien on any improvements constructed on any property of the Guarantor 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
      90 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
      Guarantor or a Restricted Subsidiary and not created in contemplation of
      such acquisition;




 


	(f)  	
      Liens
      on property of the Guarantor 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;




 

 







35













	(g)  	
      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, provided
      that such Debt is not increased and is not secured by any additional
      assets; and




 


	(h)  	
      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 $400,000,000.




 

Section
5.04.
Consolidations, Mergers and Sales of Assets. Neither
Obligor will 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)  	
      for
      the Guarantor, in the case of any such merger or consolidation, it 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 Guarantor organized
      and existing under the laws of the United States of America or any State
      thereof which shall expressly assume the due and punctual performance and
      observance of all of the covenants and agreements of the Guarantor
      contained in this Agreement,




 


	(ii)  	
      for
      the Borrower, in the case of any such merger or consolidation, 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 Guarantor organized and
      existing under the laws of Spain, which shall expressly assume, in the
      case of any such Wholly-Owned Consolidated Subsidiary other than the
      Borrower, the due and punctual performance and observance of all of the
      covenants and agreements of the Borrower contained in this Agreement,
      and




 


	(iii)  	
      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.
Minimum Consolidated Book Net Worth. Consolidated
Book Net Worth will not at any time be less than the sum of

 

(a)  $1,700,000,000,

 


	(b)  	
      50%
      of Consolidated Net Income (calculated before giving effect to any charges
      referred to in the definition of Consolidated Book Net Worth) for each
      fiscal quarter beginning after March 31, 2000 for which such Consolidated
      Net Income (as so calculated) is positive, and





 

 







36













	(c)  	
      50%
      of the proceeds from the sale on or subsequent to March 31, 2000 of
      capital stock of the Guarantor or any of its Subsidiaries; provided
      that the proceeds from capital stock issued pursuant to any employee
      benefit plan, stock option plan or dividend reinvestment plan shall not be
      included in any determination under this Section
      5.05.




 

Section
5.06.
Leverage Ratio. The
Leverage Ratio will not exceed at any time 1.9:1.

 

Section
5.07. Use
of Proceeds.  (a) The
proceeds of the Term Loans made under this Agreement will be used by the
Borrower to finance the Acquisition, including the fees and expenses incurred in
connection therewith.

 


	(b)  	
      The
      proceeds of the Revolving Loans made under this Agreement will be used by
      the Borrower for general corporate purposes, including to finance part of
      the Acquisition. 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.




 

 

    
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
      payment of any principal of any Loan shall not be made when
      due;




 


	(b)  	
      any
      payment of any interest on any Loan, any fees or any other amount payable
      hereunder shall not be made within five Business Days of the due date
      thereof;




 


	(c)  	
      the
      Borrower or the Guarantor shall fail to observe or perform any covenant
      contained in Sections 5.03
      through 5.07,
      inclusive;




 


	(d)  	
      the
      Borrower or the Guarantor shall fail to observe or perform any covenant or
      agreement contained in this Agreement (other than those covered by clause
      (a),
      (b) or
      (c)
      above) for 20 days after written notice thereof has been given to the
      Guarantor;




 


	(e)  	
      any
      representation, warranty, certification or statement made (or deemed made)
      by the Borrower or the Guarantor in this Agreement or in any certificate,
      financial statement or other document delivered pursuant to this Agreement
      shall prove to have been incorrect in any materially adverse respect when
      made (or deemed made);




 

 







37













	(f)  	
      the
      Guarantor or any Subsidiary of the Guarantor shall fail to make any
      payment in respect of any Debt having an aggregate principal amount
      outstanding at such time equal to or exceeding $100,000,000 (other than
      the Loans) when due or within any applicable grace
  period;




 


	(g)  	
      any
      event or condition shall occur which results in the acceleration of the
      maturity of any Debt having an aggregate principal amount outstanding at
      such time equal to or exceeding $100,000,000 of the Guarantor or any
      Subsidiary of the Guarantor or enables (or, with the giving of notice or
      lapse of time or both, would enable) the holder of such Debt or any Person
      acting on such holder’s behalf to accelerate the maturity thereof or
      terminate its commitment in respect
thereof;




 


	(h)  	
      the
      Borrower, the Guarantor or any Subsidiary of the Guarantor
      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;




 


	(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;

 

provided that no
event with respect to any Subsidiary of the Guarantor (other than the Borrower)
otherwise constituting an Event of Default under this clause (h) shall be
an Event of Default if the total assets of all entities with respect to which
events have occurred and are continuing (calculated in each case at the time
such event occurred) which would otherwise have constituted Events of Default
under this clause (h) or
clause (i) below do
not exceed $150,000,000 on a cumulative basis;

 


	(i)  	
      (i)
      an involuntary case or other proceeding shall be commenced against the
      Borrower, the Guarantor or any Subsidiary of the Guarantor 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




 

 







38











 



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




 

provided that no
event with respect to any Subsidiary of the Guarantor (other than the Borrower)
otherwise constituting an Event of Default under this clause (i) shall be
an Event of Default if the total assets of all entities with respect to which
events have occurred and are continuing (calculated in each case at the time
such event occurred) which would otherwise have constituted Events of Default
under this clause (i) or
clause (h) above do
not exceed $150,000,000 on a cumulative basis;

 


	(j)  	
      (i)
      any member of the ERISA Group shall fail to pay when due an amount or
      amounts aggregating in excess of $25,000,000 which it shall have become
      liable to pay under Title IV of ERISA;




 


	(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 in excess of
      $25,000,000;




 


	(k)  	
      a
      judgment or order for the payment of money in excess of $50,000,000 shall
      be rendered against the Guarantor or any Subsidiary and shall remain
      unsatisfied for a period of ten consecutive days during which ten-day
      period execution shall not be effectively stayed;
or




 


	(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 Guarantor; or Continuing Directors shall cease to constitute
      a majority of the board of directors of the
Guarantor;




 

 







39












then, and
in every such event, the Administrative Agent shall:

 


	(i)  	
      if
      requested by Lenders having more than 50% in aggregate amount of the
      Commitments, by notice to the Borrower, terminate the Commitments and they
      shall thereupon terminate, and




 


	(ii)  	
      if
      requested by Lenders holding more than 50% in aggregate Base Currency
      Amount of the Loans, by notice to the Borrower, 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
Borrower;




 

provided that in
the case of any of the Events of Default specified in clause (h) or
(i) above
with respect to the Borrower or the Guarantor, without any notice to the
Borrower 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 Borrower.

 

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.

 

 

ARTICLE
7

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 this Agreement
as are delegated to the Administrative Agent by the terms hereof or thereof,
together with all such powers as are reasonably incidental thereto.

 

Section
7.02.
Agents and Affiliates. ABN AMRO
Bank N.V. shall have the same rights and powers under this Agreement as any
other Lender and may exercise or refrain from exercising the same as though it
were not the Administrative Agent, and ABN AMRO Bank N.V. and its affiliates may
accept deposits from, lend money to, and generally engage in any kind of
business with the Guarantor or any Subsidiary or affiliate of the Guarantor as
if it were not the Administrative Agent hereunder.

 







40












Section
7.03.
Action by Administrative Agent. The
obligations of the Administrative Agent hereunder are only those expressly set
forth herein. 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 the
Borrower or the Guarantor), 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 directors, officers, agents, or
employees shall be liable for any action taken or not taken by it in connection
herewith (i) with the consent or at the request of the Required Lenders (or such
different number of Lenders as any provision hereof expressly requires for such
consent or request) or (ii) in the absence of its own gross negligence or
willful misconduct. Neither the Administrative Agent nor any of its 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 this Agreement or any borrowing hereunder; (ii) the
performance or observance of any of the covenants or agreements of the Borrower
or the Guarantor; (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 this Agreement or any other
instrument or writing furnished in connection herewith. 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 or
similar writing) believed by it to be genuine or to be signed by the proper
party or parties. Nothing in this Agreement shall oblige the Administrative
Agent to carry out any “know your customer” or other checks in relation to any
person on behalf of any Lender and each Lender confirms to the Administrative
Agent that it is solely responsible for any such checks it is required to carry
out and that it may not rely on any statement in relation to such checks made by
the Administrative Agent. 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.

 

Section
7.06.
Indemnification. Each
Lender shall, ratably in accordance with its Commitment, indemnify the
Administrative Agent (to the extent not reimbursed by the Borrower or the
Guarantor) 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 this Agreement or any action taken or omitted
by such indemnitees hereunder.

 

 







41












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

 

Section
7.08.
Successor Administrative Agent. (a) The
Administrative Agent may resign at any time by giving 30 days’ prior written
notice thereof to the Lenders, the Borrower and the Guarantor. Upon any such
resignation, the Required Lenders shall have the right to appoint a successor to
such Administrative Agent which shall be a Lender, subject to the Borrower’s
approval (which shall not be unreasonably withheld). If no successor
Administrative Agent shall have been so appointed by the Required Lenders and
approved by the Borrower, and shall have accepted such appointment, within 30
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 Lender, subject to the
Borrower’s approval (which shall not be unreasonably withheld). 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 an 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 the Administrative Agent shall have assigned its rights and
      obligations in respect of all of its Commitment hereunder, the
      Administrative Agent shall resign as the Administrative Agent in
      accordance with the procedures set forth in subsection (a) of
      this Section
      7.08.




 

Section
7.09.
Other Agents. The
Agents, other than the Administrative Agent, shall not have any right, power,
obligation, liability, responsibility or duty under this Agreement other than
those applicable to all of the Lenders as such. Without limiting the foregoing,
none of the Agents shall have any fiduciary relationship with any
Lender.

 

 







42












ARTICLE
8  

CHANGE IN
CIRCUMSTANCES

 

 

Section
8.01.
Market Disruption. (a) If a
Market Disruption Event occurs in relation to a Group of Loans for any Interest
Period, then the rate of interest on each Lender’s Loan included in that Group
for the Interest Period shall be the rate per annum which is the sum
of:

 

(i)  the
Applicable Margin;

 


	(ii)  	
      the
      rate notified to the Administrative Agent by that Lender as soon as
      practicable and in any event before interest is due to be paid in respect
      of that Interest Period, to be that which expresses as a percentage rate
      per annum the cost to that Lender of funding that Loan from whatever
      source it may reasonably select; and




 

(iii)  the
Mandatory Cost, if any, applicable to that Loan.

 

In this
Agreement “Market
Disruption Event”
means:

 


	 	
      
	
      (i)
	
      at
      or about noon on the Quotation Day for the relevant Interest Period the
      Screen Rate is not available and none or only one of the Reference Banks
      supplies a rate to the Administrative Agent to determine LIBOR or, if
      applicable, EURIBOR for the relevant currency and Interest Period;
      or




 


	 	
      
	
      (ii)
	
      before
      close of business in London on the Quotation Day for the relevant Interest
      Period, the Administrative Agent receives notifications from Lenders
      (whose Loans exceed 50% of the related Borrowing) that the cost to them of
      obtaining matching deposits in the Relevant Interbank Market would be in
      excess of LIBOR or, if applicable, EURIBOR.




 


	(b)  	
      If
      a Market Disruption Event occurs, the Administrative Agent shall notify
      the Borrower prior to the first day of the relevant Interest Period or, in
      the case of any Loan denominated in Sterling, promptly. If the
      Administrative Agent or the Borrower so requires, the Administrative Agent
      and the Borrower 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. Any alternative basis agreed pursuant to
      this clause (b)
      shall, with the prior consent of all the Lenders and the Borrower, be
      binding on all parties to this Agreement.




 

Section
8.02.
Increased Cost. (a) Subject
to Section
8.02(c), the
Borrower shall, within three Business Days of a demand by the Administrative
Agent, pay for the account of a Lender the amount of any Increased Costs
incurred by that Lender as a result of (i) the
introduction of or any change in (or in the interpretation, administration or
application of) any law or regulation applicable or (ii)
compliance with any law or regulation applicable to such Lender made, in each
case with respect to clauses (i) and
(ii) above,
after the date of this Agreement (or, in the case of any Lender that becomes a
party to this Agreement after the date hereof, by assignment or otherwise, after
the date of such Lender’s becoming party hereto).

 

 







43












In this
Agreement “Increased
Costs”
means:

 


	 	
      (i)
	
      a
      reduction in the rate of return on such Lender’s (or its parent holding
      company’s) overall capital;




 


	 	
      (ii)
	
      an
      additional or increased cost to such Lender;
or




 


	 	
      (iii)
	
      a
      reduction of any amount due and payable to such Lender under this
      Agreement,




 

which in
the case of clauses (i), (ii) or (iii) of this definition is incurred or
suffered by a Lender to the extent that it is attributable to such Lender having
entered into a Commitment or funding or performing its obligations
hereunder.

 


	(b)  	
      A
      Lender intending to make a claim pursuant to this Section shall notify the
      Borrower and the Administrative Agent of the event giving rise to the
      claim. Each such Lender shall, as soon as practicable after a demand by
      the Administrative Agent, provide a certificate confirming the amount of
      its Increased Costs incurred by it. Notwithstanding subsection (a) of this
      Section
      8.02,
      the Borrower 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 Borrower that it proposes to demand such
      compensation and identifies to the Administrative Agent and the Borrower
      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.




 

(c)  Section
8.02(a) 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.




 

Section
8.03.
Illegality. If it
becomes unlawful in any applicable jurisdiction for a Lender to perform any of
its obligations as contemplated by this Agreement or to fund or maintain any
Loan:

 

 







44













	(a)  	
      that
      Lender shall promptly notify the Administrative Agent upon becoming aware
      of that event;




 


	(b)  	
      unless
      a substitute lender or lenders has been designated by the Borrower
      pursuant to Section
      8.06 by
      the last day (the “Final
      Permitted Date”)
      of any applicable grace period permitted by law, the Commitment of that
      Lender will be cancelled on the Final Permitted Date;
  and




 


	(c)  	
      unless
      a substitute lender or lenders has been designated by the Borrower
      pursuant to Section
      8.06 as
      of the Final Permitted Date, the Borrower shall repay each Lender’s Loan
      made by such Lender, which repayment shall be made on the last day of the
      Interest Period for each such Loan occurring after the Administrative
      Agent has notified the Borrower or, if earlier, the date specified by the
      Lender in the notice delivered to the Administrative Agent (being no
      earlier than the Final Permitted Date).




 

Section
8.04.
Taxes.  (a)For the
purposes of this Section, 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 under a law 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 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.

 

 







45













	(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
      10.01,
      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.




 


	(d)  	
      If
      any Obligor is 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.




 







46













	(f)  	
      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 (or to allow any such deduction or withholding to be at a reduced
      rate), provided
      that such Lender is legally entitled to complete, execute and deliver such
      form or certificate and, except in the case of any Taxes imposed by Spain
      as of the date hereof, (i) such completion, execution and submission is
      not materially disadvantageous to such Lender and (ii) 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.




 


	(g)  	
      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(f)
      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 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 hereunder, 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.




 

 







47













	(h)  	
      Value
      Added Tax.
      All fees or expense reimbursements set out, or expressed to be payable
      under this Agreement to any Agent or Lender which (in whole or in part)
      constitute consideration for VAT purposes shall be deemed to be exclusive
      of VAT, and accordingly if any VAT is chargeable with respect to any fees
      or expense reimbursements payable by an Obligor to any Agent or Lender
      under this Agreement, such Obligor shall pay to such Agent or Lender (in
      addition to and at the same time as paying such fees or expense
      reimbursements) an amount equal to the amount of such VAT (and such Agent
      or Lender shall promptly provide an appropriate VAT invoice to such
      Obligor).




 


	(i)  	
      Except
      as expressly set forth above, nothing in this Section
      8.04
      shall be construed to (i)
      entitle any Obligor or any other Persons to any information determined by
      any Lender or the Administrative Agent, in its sole discretion, to be
      confidential or proprietary information of such Lender or the
      Administrative Agent, to any tax or financial information of any Lender or
      the Administrative Agent or to inspect or review any books and records of
      any Lender or the Administrative Agent, or (ii)
      interfere with the rights of any Lender or the Administrative Agent to
      conduct its fiscal or tax affairs in such manner as it deems
      fit.




 

Section
8.05.
Mitigation by the Lenders. (a) Each
Lender shall, in consultation with the Borrower, take all reasonable steps to
mitigate any circumstances which arise and which would result in any amount
becoming payable under or pursuant to, or cancelled pursuant to, any of
Section
8.03,
Section
8.02 or
paragraph 3 of Schedule III, including (but not limited to) transferring its
rights and obligations under this Agreement to another affiliate or changing the
jurisdiction of its Applicable Lending Office.

 


	(b)  	
      Section
      8.05(a)
      above does not in any way limit the obligations of any Obligor
      hereunder.




 


	(c)  	
      The
      Borrower shall indemnify each Lender for all costs and expenses reasonably
      incurred by such Lender as a result of steps taken by it under this
      Section
      8.05.




 


	(d)  	
      A
      Lender is not obliged to take any steps under Section
      8.05(a)
      if, in the opinion of such Lender (acting reasonably), to do so might be
      prejudicial to it.




 

Section
8.06.
Substitution of Lender. If (i)
any Lender has delivered a notice pursuant to Section
8.03(a) or (ii)
any Lender has demanded compensation under Section
8.02 or
Section
8.04, the
Borrower shall have the right, with the assistance of the Administrative Agent,
to designate a substitute lender or lenders (which may be one or more of the
Lenders) mutually satisfactory to the Borrower and the Administrative Agent
(which consent shall not be unreasonably withheld or delayed) to purchase (and,
if such right is exercised, such Lender shall sell and assign) for cash,
pursuant to an Assignment and Assumption Agreement substantially in the form of
Exhibit F hereto, the outstanding Loans of such Lender and assume the Commitment
of such Lender, without recourse to or warranty by, or expense to, such Lender,
for a purchase price equal to the principal amount of all of such Lender’s
outstanding Loans plus any accrued but unpaid interest thereon and the accrued
but unpaid commitment fees in respect of such Lender’s Commitment hereunder plus
such amount, if any, as would be payable pursuant to Section
2.12(d) if the
outstanding Loans of such Lender were prepaid in their entirety on the date of
consummation of such assignment and all amounts then payable pursuant to
Section
8.02 and
Section
8.04.

 

 







48












    
ARTICLE 9  

GUARANTEE

 

Section
9.01. The
Guarantee. (a) The
Guarantor hereby unconditionally and irrevocably guarantees to the Lenders, and
to each of them, the due and punctual payment of all present and future
indebtedness evidenced by or arising out of this Agreement, including, but not
limited to, the due and punctual payment of principal of and interest on the
Loans and the due and punctual payment of all other sums now or hereafter owed
by the Borrower under this Agreement as and when the same shall become due and
payable, whether at maturity, by declaration or otherwise, according to the
terms hereof. In case of failure by the Borrower punctually to pay the
indebtedness guaranteed hereby, the Guarantor unconditionally agrees to cause
such payment to be made punctually as and when the same shall become due and
payable, whether at maturity or by declaration or otherwise, and as if such
payment were made by the Borrower.

 


	(b)  	
      The
      obligations of the Guarantor under this Agreement are not secured by any
      collateral. For the avoidance of doubt, the obligations of the Guarantor
      under this Agreement are not secured by, and the Lenders do not have any
      recourse to, any accounts receivable, bank accounts or other deposits on
      which remuneration is paid (by any Lender or another Person) that
      generates income of which a qualifying shareholder of the Borrower or a
      Person related to the qualifying shareholder is the direct or indirect
      recipient, as stipulated in note 20 of the Decree of the German Federal
      Ministry of Finance dated 15 July 2004 (IV A 2 - S 2742a - 20/04). There
      are no provisions within this Agreement or any other agreements between
      the Lenders and the Borrower, pursuant to which the Loans can be
      cancelled, if a qualifying shareholder of the Borrower, or a Person
      related to a qualifying shareholder or any other Person claims back
      deposits or other capital commitments from the Lenders or any other
      Person.




 

Section
9.02.
Guarantee Unconditional. The
obligations of the Guarantor under this Article
9 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 the Borrower under this Agreement by operation of law
      or otherwise;




 

 







49













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




 


	(c)  	
      any
      modification, amendment, waiver, release or invalidity of any liability of
      any Person, for any obligation of the Borrower under this
      Agreement;




 


	(d)  	
      any
      change in the corporate existence, structure or ownership of the Borrower
      or any other Person, including the merger of the Borrower into another
      entity, or any insolvency, bankruptcy, reorganization or other similar
      proceeding affecting the Borrower or any other Person or any of their
      assets or any resulting release or discharge of any obligation of the
      Borrower or any other Person contained in this Agreement or the
      Acquisition Agreement;




 


	(e)  	
      the
      existence of any claim, set-off or other rights which the Guarantor may
      have at any time against the Borrower, the Administrative Agent, any
      Lender or any other Person, whether or not arising in connection with this
      Agreement, provided
      that nothing herein shall prevent the assertion of any such claim by
      separate suit or compulsory counterclaim;




 


	(f)  	
      any
      invalidity or unenforceability relating to or against the Borrower for any
      reason of any provision or all of this Agreement or the Acquisition
      Agreement, or any provision of applicable law or regulation purporting to
      prohibit the payment by the Borrower or any other Person of the principal
      of or interest on any Loan or any other amount payable by it under this
      Agreement; or




 


	(g)  	
      any
      other act or omission to act or delay of any kind by the Borrower, the
      Administrative Agent, any Lender or any other Person or any other
      circumstance whatsoever that might, but for the provisions of this
      paragraph, constitute a legal or equitable discharge of or defense to the
      obligations of the Guarantor under this Article
      9.




 

Section
9.03.
Discharge Only Upon Payment in Full; Reinstatement in Certain Circumstances.
The
obligations of the Guarantor under this Article
9 shall
remain in full force and effect and shall survive the Final Maturity Date until
the Commitments are terminated and the principal of and interest on the Loans
and all other amounts payable by the Borrower 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 the Borrower under this Agreement is
rescinded or must be otherwise restored or returned upon the insolvency,
bankruptcy or reorganization of the Borrower or otherwise, the Guarantor’s
obligations under this Article
9 with
respect to such payment shall be reinstated at such time as though such payment
had become due but had not been made at such time.

 

 







50












Section
9.04.
Waiver. The
Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and
any notice not provided for herein, as well as any requirement that at any time
any right be exhausted or any action be taken by the Administrative Agent, any
Lender or any other Person against the Borrower or any other
Person.

 

Section
9.05.
Subrogation and Contribution. Upon
making any payment hereunder, the Guarantor shall be subrogated to the rights of
the Lenders against the Borrower with respect to such payment; provided that the
Guarantor shall not enforce any right or demand or receive any payment by way of
subrogation until all amounts of principal of and interest on the Loans to the
Borrower and all other amounts payable by the Borrower under this Agreement
have been paid in full.

 

Section
9.06.
Stay of Acceleration. If
acceleration of the time for payment of any amount payable by the Borrower under
this Agreement is stayed upon the insolvency, bankruptcy or reorganization of
the Borrower, all such amounts otherwise subject to acceleration under the terms
of this Agreement shall nonetheless be payable by the Guarantor hereunder
forthwith on demand by the Administrative Agent made at the request of the
Required Lenders.

 

 

ARTICLE
10  

MISCELLANEOUS

 

Section
10.01.
Notices. 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 and, in the case of any such
notice, request, instruction or other communication to the Borrower, with a copy
to the Guarantor: (x) in the case of the Borrower, the Guarantor or the
Administrative Agent, at its address, facsimile number or telex number (if any)
set forth on the signature pages hereof, (y) in the case of any Lender, at its
address, facsimile number or telex number (if any) set forth in its
Administrative Questionnaire 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, the Borrower and the
Guarantor. 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.

 

 







51












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

 

Section
10.03.
Expenses; Indemnification. (a) The
Borrower shall pay (i) all
reasonable out-of-pocket expenses of the Agents, including reasonable fees and
disbursements of special counsel (Davis Polk & Wardwell and Uría Menendez)
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
      Borrower 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 Borrower
      monthly), 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 its own gross
      negligence or willful misconduct as finally determined by a court of
      competent jurisdiction. The Borrower shall indemnify and hold harmless
      each Agent, in its capacity as an Agent hereunder, to the same extent that
      the Borrower indemnifies and holds harmless each Lender pursuant to this
      Section.




 

Section
10.04.
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 of principal and interest then due with respect to any Loan made by it
which is greater than the proportion received by any other Lender in respect of
the aggregate amount of principal and interest then due with respect to any Loan
made by such other Lender, the Lender receiving such proportionately greater
payment shall purchase such participations in the Loans made by the other
Lenders, and such other adjustments shall be made, as may be required so that
all such payments of principal and interest with respect to the Loans made by
the Lenders 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 Borrower or to any other Person) all or any
portion of such payment, each other Lender shall promptly (and in any event
within five 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
10.04,
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 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 the Borrower other than its indebtedness under the
Loans.

 

 







52












Section
10.05.
Amendments and Waivers. Any
provision of this Agreement may be amended or waived if, but only if, such
amendment or waiver is in writing and is signed by the Borrower, the Guarantor
and the Required Lenders (and, if the rights or duties of any Agent are affected
thereby, by such Agent). Notwithstanding the foregoing, 

 


	(a)  	
      no
      such amendment or waiver shall, (i)
      unless signed by each affected Lender,




 


	(A)  	
      increase
      the Commitment of any Lender or subject any Lender to any additional
      obligation,




 


	(B)  	
      reduce
      the principal of or rate of interest on any Loan or any fees hereunder,
      or




 


	(C)  	
      postpone
      the date fixed for any payment of principal of or interest on any Loan or
      any fees hereunder or for any reduction or termination of any Commitment;
      or




 

                                       
(ii) unless
signed by all Lenders,

 


	(A)  	
      change
      the requisite approval of Lenders specified for any action under this
      Section or any other provision of this
Agreement,




 


	(B)  	
      release
      the Guarantor from its obligations under Article
      9
      hereof;




 


	(C)  	
      amend
      or waive the provisions of this Section
      10.05;
      or 




 

 







53













	(iii)  	
      unless
      signed by the Required Term Lenders or the Required Revolving Credit
      Lenders, whichever Class is adversely
affected,




 


	(A)  	
      waive,
      either directly or by amendment or waiver of any other provision hereof,
      any applicable condition specified in Article
      3
      for a Borrowing of such Class, or




 


	(B)  	
      by
      its terms affect the Lenders of one Class less favorably than the Lenders
      of another Class;




 


	(b)  	
      Section
      9.01(b) may be amended (i)
      pursuant to a document signed by the Borrower, the Guarantor and the
      Administrative Agent (without the consent of any Lender), in any manner
      not adverse to the Lenders, if the tax laws and regulations of Germany
      relating to thinly capitalized entities are changed after the date hereof
      or any formal or informal directive or interpretation is issued or changed
      thereunder after the date hereof or (ii)
      pursuant to a document signed by the Guarantor (without the consent of any
      other Person), to provide collateral for the obligations of the Guarantor
      under this Agreement; and




 


	(c)  	
      if
      at any time after the Closing Date, (x) the Existing Credit Agreement is
      amended, amended and restated or replaced and as a result Section 5.03 or
      6.01(f), (g), (h), (i), (j) or (k) of the Existing Credit Agreement is
      amended or Section 5.05, 5.06 or 9.06 of the Existing Credit Agreement is
      amended or eliminated or any definition related to such sections is
      amended (collectively, the “Relevant
      Amendments”)
      in such amended, amended and restated or replacement facility and (y) at
      the time the Relevant Amendments become effective, the lenders approving
      the Relevant Amendments under such amended, amended and restated or
      replacement facility who are also Lenders (the “Relevant
      Lenders”)
      constitute the Required Lenders, then the Relevant Amendments shall
      automatically be incorporated into this Agreement, and the Borrower, the
      Administrative Agent and the Relevant Lenders agree to execute any
      documentation necessary to evidence such incorporation. For the avoidance
      of doubt, this Agreement may only be amended once in reliance on this
      clause (c),
      the first time that the Existing Credit Agreement is amended, amended and
      restated or replaced after the Closing
Date.




 

The
exercise by the Borrower 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. The
exercise by the Borrower of its option to increase the aggregate amount of the
Commitments pursuant to Section
2.15 shall
not require the consent of any Person except for the consent of such Persons
required by Section
2.15.

 

Section
10.06.
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
neither the Borrower nor the Guarantor may assign or otherwise transfer any of
its rights or obligations under this Agreement (other than in accordance with
Section
5.04) without
the prior written consent of all Lenders.

 

 







54













	(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. In
      the event of any such grant by a Lender of a participating interest to a
      Participant, whether or not upon notice to the Borrower, the Guarantor and
      the Agents, such Lender shall remain responsible for the performance of
      its obligations hereunder, and the Borrower, the Guarantor 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
      (i.e.,
      there shall be no contractual privity between a Participant and the
      Obligors). 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 Borrower
      hereunder 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 decrease the Commitment of such Lender), (B) or (C) of Section
      10.05(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
      Borrower agrees 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. 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 banks or other institutions
      (each an “Assignee”)
      all or a portion of its rights and obligations under this Agreement, and
      such Assignee shall assume such rights and obligations, pursuant to an
      Assignment and Assumption Agreement in substantially the form of Exhibit F
      hereto executed by such Assignee and such transferor Lender, with the
      subscribed consent of the Borrower (not to be unreasonably withheld or
      delayed) in consultation with the Administrative Agent and with the
      subscribed acknowledgment of the Administrative Agent; 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 shall be required; and provided
      further
      that (i) each assignment shall be of a uniform, and not a varying
      percentage of all rights and obligations under and in respect of the
      Revolving Credit Facility or the Term Facility, as the case may be, (ii)
      unless otherwise agreed by the Borrower and the Administrative Agent, any
      assignment by a Term Lender of any of its Term Exposure shall not be less
      than €10,000,000 and (iii) any assignment by a Revolving Credit Lender of
      any of its Revolving Credit Exposure shall not be less than €10,000,000
      or, in either case, if less, shall constitute an assignment of all of such
      Lender’s rights and obligations under this Agreement with respect to the
      Class of Loans and/or Commitments subject to such assignment. 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 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 €2,500 for processing
      such assignment. Each
      Assignee shall, prior to the first date on which interest or fees are
      payable hereunder for its account, deliver to the relevant Obligor and the
      Administrative Agent certification as to exemption from deduction or
      withholding of any taxes of the country of residence of such Obligor in
      accordance with Section
      8.04(f).




 

 







55













	(d)  	
      Any
      Lender may at any time assign all or any portion of its rights under this
      Agreement 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 Article
      8
      than such Lender would have been entitled to receive with respect to the
      rights transferred, unless such transfer is made with the Borrower’s prior
      written consent or by reason of the provisions of Article
      8
      requiring such Lender to designate a different Applicable Lending Office
      or take any other actions under certain
circumstances.




 

Section
10.07.
Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.
(a) THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK. EACH OF THE BORROWER AND THE GUARANTOR 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 OF THE BORROWER AND THE
GUARANTOR 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 GUARANTOR, THE AGENTS AND THE LENDERS HEREBY IRREVOCABLY WAIVES
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

 

 







56












THIS
SECTION 10.07(a) IS FOR THE BENEFIT OF EACH OF THE AGENTS AND EACH OF THE
LENDERS AND SHALL NOT LIMIT THE RIGHT OF ANY AGENT OR LENDER TO BRING
PROCEEDINGS AGAINST ANY OBLIGOR IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY OTHER
COURT OF COMPETENT JURISDICTION OR CONCURRENTLY IN MORE THAN ONE JURISDICTION,
AS PERMITTED BY APPLICABLE LAW. IN PARTICULAR, THE SUBMISSION BY THE BORROWER TO
THE NON-EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN NEW YORK
CITY AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK
IS WITHOUT PREJUDICE TO, AND SHALL NOT AFFECT, THE RIGHT OF ANY AGENT OR LENDER
TO BRING AN ACTION AGAINST THE BORROWER BEFORE THE COURTS OF MADRID (SPAIN) BY
MEANS OF THE “PROCESO
DE EJECUCIÓN” OR ANY
OTHER PROCEDURE AVAILABLE.

 


	(b)  	
      The
      Borrower hereby irrevocably appoints Corporation Service Company (the
      “Process
      Agent”),
      with an office at the date hereof at 80 State Street, 6th Floor, Albany,
      New York 12207-2543, as its agent and true and lawful attorney-in-fact in
      its name, place and stead to accept on behalf of the Borrower and its
      property and revenues service of copies of the summons and complaint and
      any other process which may be served in any suit, action or proceeding
      arising out of or relating to this Agreement and brought in the State of
      New York, and the Borrower agrees that the failure of the Process Agent to
      give any notice of any such service of process to the Borrower shall not
      impair or affect the validity of such services or, to the extent permitted
      by law, the enforcement of any judgment based thereon. As an alternative
      method of service, the Borrower also irrevocably consents to the service
      of any and all process in any such action or proceeding by the mailing of
      copies of such process to the Borrower at its address specified in
      Section
      10.01
      hereof. Nothing in this Section
      10.07(b)
      shall affect the right of the Administrative Agent or any Lender to serve
      legal process in any other manner permitted by law or affect the right of
      any Person to bring any action or proceeding against the Borrower or its
      property in the courts of other
jurisdictions.




 

Section
10.08.
Notarization. If the
Required Lenders at any time request that the Administrative Agent instruct each
Obligor to raise this Agreement to public document status before a Spanish
notary public, the Administrative Agent shall promptly send a notice (a
“Notarization
Notice”) to the
Obligors and, unless each Obligor receives a notice from the Administrative
Agent, acting at the direction of the Required Lenders, withdrawing such
Notarization Notice by the tenth Business Day after delivery thereof (such date,
the “Notarization
Notice Effective Date”), then
each Obligor hereby expressly agrees and undertakes (a) to
appear, within fifteen days after the Notarization Notice Effective Date, before
a Spanish notary public selected by the Borrower and (b) to raise
this Agreement to public document status. All the costs arising from the
notarization of this Agreement shall be borne by the Borrower. Each
Lender hereby empowers the Administrative Agent to appear before a Spanish
notary public for the purpose of raising this Agreement to the status of public
document.

 

 







57












Section
10.09.
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 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.

 

Section
10.10.
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 Final Maturity 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 Borrower, the Guarantor, any Person on
      behalf of the Borrower or the Guarantor, or by any other Lender Party on
      behalf of the Borrower or the Guarantor, 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 Borrower or the
      Guarantor, as applicable, 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 Borrower
      or the Guarantor not in violation, to the actual knowledge of such Lender
      Party, of any duty of confidentiality;




 

 







58













	(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)  	
      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 Borrower), 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 Borrower or the Guarantor in connection
      with any transaction between such affiliate and the Borrower or the
      Guarantor or any of its Subsidiaries;




 

provided that any
Lender Party’s failure to comply with the provisions of this Section
10.10 shall
not affect the obligations of the Borrower or the Guarantor
hereunder.

 

Section
10.11.
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
10.12.
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
10.13.
“Know Your Customer” Checks. (a)
If:

 


	(i)  	
      the
      introduction of or any change in (or in the interpretation, administration
      or application of) any law or regulation made after the date of this
      Agreement;




 


	(ii)  	
      any
      change in the status of an Obligor after the date of this Agreement;
      or 




 

 







59













	(iii)  	
      a
      proposed assignment or transfer by a Lender of any of its rights and
      obligations under this Agreement to a party that is not a Lender prior to
      such assignment or transfer,




 

obliges
the Administrative Agent or any Lender (or, in the case of clause (iii) above,
any prospective new Lender) to comply with “know your customer” or similar
identification procedures in circumstances where the necessary information is
not already available to it, each Obligor shall promptly upon the request of the
Administrative Agent or any Lender supply, or procure the supply of, such
documentation and other evidence as is reasonably requested by the
Administrative Agent (for itself or on behalf of any Lender) or any Lender (for
itself or, in the case of the event described in clause (ii) above,
on behalf of any prospective new Lender) in order for the Administrative Agent,
such Lender or, in the case of the event described in clause (iii) above,
any prospective new Lender to carry out and be satisfied it has complied with
all necessary “know your customer” or other similar checks under all applicable
laws and regulations pursuant to the transactions contemplated in this
Agreement.

 


	(b)  	
      Each
      Lender shall promptly upon the request of the Administrative Agent supply,
      or procure the supply of, such documentation and other evidence as is
      reasonably requested by the Administrative Agent (for itself) in order for
      the Administrative Agent to carry out and be satisfied it has complied
      with all necessary “know your customer” or other similar checks under all
      applicable laws and regulations pursuant to the transactions contemplated
      in this Agreement.




 


	(c)  	
      Any
      Obligor seeking to assign or transfer any of its rights or obligations
      under this Agreement pursuant to Section
      10.06,
      shall, by not less than 10 Business Days’ prior written notice to the
      Administrative Agent, notify the Administrative Agent (which shall
      promptly notify the Lenders) of its intention to request such assignment
      or transfer.




 


	(d)  	
      Following
      the giving of any notice pursuant to paragraph (c)
      above, if the accession of such new Obligor obliges the Administrative
      Agent or any Lender to comply with “know your customer” or similar
      identification procedures in circumstances where the necessary information
      is not already available to it, the Obligor seeking such assignment or
      transfer shall promptly upon the request of the Administrative Agent or
      any Lender supply, or procure the supply of, such documentation and other
      evidence as is reasonably requested by the Administrative Agent (for
      itself or on behalf of any Lender) or any Lender (for itself or on behalf
      of any prospective new Lender) in order for the Administrative Agent or
      such Lender or any prospective new Lender to carry out and be satisfied it
      has complied with the results of all necessary “know your customer” or
      other similar checks under all applicable laws and regulations pursuant to
      the accession of the relevant Person to this Agreement as a new
      Obligor.




 

Section
10.14.
Judgment Currency. (a)  If any
sum due from an Obligor under this Agreement (a “Sum”), or
any order, judgment or award given or made in relation to a Sum, has to be
converted from the currency (the “First
Currency”) in
which that Sum is payable into another currency (the “Second
Currency”) for
the purpose of:

 

 







60









                                         
(i) making or
filing a claim or proof against such Obligor or


 


	(ii)  	
      obtaining
      or enforcing an order, judgment or award in relation to any litigation or
      arbitration proceedings,




 

such
Obligor shall as an independent obligation, within three Business Days of
demand, indemnify each Lender Party to whom such Sum is due against any cost,
loss or liability arising out of or as a result of the conversion including any
discrepancy between (A) the rate
of exchange used to convert that Sum from the First Currency into the Second
Currency and (B) the rate
or rates of exchange available to that person at the time of its receipt of that
Sum.

 


	(b)  	
      Each
      Obligor waives any right it may have in any jurisdiction to pay any amount
      under this Agreement in a currency or currency unit other than that in
      which it is expressed to be payable.




 

 

 







61













 

 

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
      EUROHOLDING, S.L.

	
      By:
	
       

	
                    
      Name:

	 	
      Title:

	 	 
	 	 
	 	
      Calle
      Orense 11

	 	
      5th
      Floor

	 	
      E-28020
      Madrid

	 	
      Spain
      

	 	
      Telecopy
      number: +34 91 555 4307

	 	
      Attention:
      Legal Director











	
      PRAXAIR,
      INC.

	
      By:
	
       

	 	
      Name:

	 	
      Title:

	 	 
	 	
      39
      Old Ridgebury Road

	 	
      Danbury,
      CT 06810-5113

	 	
      Telecopy
      number: (203) 837-2480

	 	
      Attention:
      Treasurer








 










62












 

 


	
      ABN
      AMRO BANK N.V., as Administrative Agent

	 	 
	
      By:
	
       

	 	
      Name:

	 	
      Title:

	 	
      250
      Bishopsgate

	 	
      London
      EC2M 4AA

	 	
      United
      Kingdom 

	 	 
	 	
      For
      credit matters:

	 	
      Attention:
      Simon Beedleston

	 	
      Telephone
      number: +44 20 7678 6661

	 	
      Telecopy
      number: +44 20 7678 6021

	 	
      email:
      simon.beedleston@uk.abnamro.com

	 	 
	 	
      For
      administrative matters:

	 	
      Attention:
      Vikki Mayell/Stuart Hutton

	 	
      Telephone
      number: +44 20 7678 5148/9027

	 	
      Telecopy
      number: +44 20 7678 6021

	 	
      email:
      vikki.mayell@uk.abnamro.com







 







63












 

LENDERS:

 


	
      ABN
      AMRO BANK N.V.

	 	 
	
      By:
	
       

	 	
      Name:
      

	 	
      Title:
      







 




 







64












 


	
      CITIBANK
      INTERNATIONAL PLC

	 	 
	
      By:
	
       

	 	
      Name:
      

	 	
      Title:
      







 



 







65











 

 



	
      BANCO
      SANTANDER CENTRAL 

	 	
      HISPANO
      S.A.

	 	 
	
      By:
	
       

	 	
      Name:
      

	 	
      Title:
      







 



 







66















 


	
      BANK
      OF AMERICA, N.A. SUCURSAL EN 

	 	
      ESPAÑA

	 	 
	
      By:
	
       

	 	
      Name:
      

	 	
      Title:
      







 







67















 


	
      BANK
      OF TOKYO-MITSUBISHI, LTD.

	 	 
	
      By:
	
       

	 	
      Name:
      

	 	
      Title:
      







 













68












 


	
      DEUTSCHE
      BANK AG LONDON

	 	 
	
      By:
	
       

	 	
      Name:
      

	 	
      Title:
      







 



 







69











 



	
      HSBC
      BANK PLC

	 	 
	
      By:
	
       

	 	
      Name:
      

	 	
      Title:
      
















70












 


	
      JPMORGAN
      CHASE BANK, N.A.

	 	 
	
      By:
	
       

	 	
      Name:
      

	 	
      Title:
      













71
















 


	
      SCOTIABANK
      EUROPE PLC.

	 	 
	
      By:
	
       

	 	
      Name:
      

	 	
      Title:
      




 


 







72












 


	
      SOCIÉTÉ
      GÉNÉRALE

	 	 
	
      By:
	
       

	 	
      Name:
      

	 	
      Title:
      







 







73











 


SCHEDULE
I

 





	
      Lender
	
      Revolving
      Credit Commitment
	
      Term
      Commitment

	 	 	 
	
      ABN
      AMRO Bank N.V.
	
      €16,666,666.68
	
      €33,333,333.32

	
      Citibank
      International PLC
	
      €16,666,666.68
	
      €33,333,333.32

	
      Banco
      Santander Central Hispano S.A.
	
      €14,583,333.33
	
      €29,166,666.67

	
      Bank
      of America, N.A. Sucursal en España
	
      €14,583,333.33
	
      €29,166,666.67

	
      Bank
      of Tokyo-Mitsubishi, Ltd.
	
      €14,583,333.33
	
      €29,166,666.67

	
      Deutsche
      Bank AG London
	
      €14,583,333.33
	
      €29,166,666.67

	
      HSBC
      Bank PLC
	
      €14,583,333.33
	
      €29,166,666.67

	
      JPMorgan
      Chase Bank, N.A.
	
      €14,583,333.33
	
      €29,166,666.67

	
      ScotiaBank
      Europe PLC.
	
      €14,583,333.33
	
      €29,166,666.67

	
      Société
      Générale
	
      €14,583,333.33
	
      €29,166,666.67

	 	 	 
	 	
      € 150,000,000

       
	
      € 300,000,000

       







 


 







74














 

SCHEDULE
II

 

PRICING

 

The
“Applicable
Margin” and
“Commitment
Fee Rate” for any
day are the respective percentages set forth below in the applicable row and
column corresponding to the Credit Rating that exists on such day; provided that if
different Credit Ratings are assigned by S&P and by Moody’s, the Applicable
Margin and the Commitment Fee Rate shall be (x) to the extent such Credit
Ratings differ by two or more rating levels, the respective percentages set
forth below in the applicable row and column corresponding to the Credit Rating
one level above the lower of such Credit Ratings and (y) to the extent such
Credit Ratings differ by one rating level, the respective percentages set forth
below in the applicable row and column corresponding to the higher of such
Credit Ratings.

 


	
      Credit
      Rating
	
      Applicable

      Margin
	
      Commitment

      Fee
      Rate

	
      S&P
	
      Moody’s

	
      A
	
      A2
	
      .20%
      
	
      .06500%

	
      A-
	
      A3
	
      .25%
	
      .08125%

	
      BBB+
	
      Baa1
	
      .275%
	
      .09625%

	
      BBB
	
      Baa2
	
      .35%
	
      .12250%

	
      BBB-
	
      Baa3
	
      .45%
	
      .15750%

	
      Less
      than BBB-
	
      Less
      than Baa3
	
      .55%
	
      .19250%







“Credit
Rating” means,
as of any day, the credit ratings assigned to the senior unsecured long-term
debt securities of the Guarantor without third-party credit enhancement and in
effect at the close of business on such day. For the avoidance of doubt, any
rating assigned to any other debt security of the Guarantor shall be disregarded
for purposes of determining the Credit Rating.

 

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

 

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

 










75













SCHEDULE
III

 

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
      2.06(c))
      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.




 










76













EXHIBIT
A

 

NOTICE
OF BORROWING

 

From: Praxair
Euroholding, S.L.

 


	
      To:
	
      ABN
      AMRO Bank N.V., 




 

as
Administrative Agent

250
Bishopsgate

London
EC2M 4AA

United
Kingdom

 


	
      Dated:
	
      November
      29, 2004




 

Dear
Sirs:

 


	
      1.
	
      We
      refer to the Facility Agreement dated as of November 29, 2004 among
      Praxair Euroholding, S.L., Praxair, Inc., the Lenders party thereto,
      Citigroup Global Markets Inc., as Syndication Agent, and ABN AMRO Bank
      N.V., as Administrative Agent (as amended, supplemented or otherwise
      modified from time to time, the “Facility
      Agreement”).
      Terms defined in the Facility Agreement have the same meaning in this
      Notice of Borrowing unless given a different meaning in this Notice of
      Borrowing.




 


	
      2.
	
      We
      hereby give you notice pursuant to Section 2.02 of the Facility Agreement
      that we request a Borrowing on the following
terms:




 


	
      Proposed
      date of Borrowing:

       
	
      [____]
      (or if that is not a Business Day, the next Business Day) (the
      “Proposed
      Borrowing Date”)1 

       

	
      Currency
      of Borrowing:

       
	
      [Euro]
      [Dollars] [[Sterling] [Swiss Francs] [specify
      any Optional Currency]]2 

       

	
      Amount:

       
	
      [_______]3 

       

	
      Interest
      Period:

       
	
      [One]
      [Two] [Three] [Six] Months

       

	
      Class
      of Loans Comprising Borrowing:

       
	
      [Revolving
      Credit Loans] [Term Loans]

       








	
      3.
	
      We
      hereby confirm that each of the following statements contained in clauses
      (a), (b) and (c) below are true on the date hereof and shall be true on
      the Proposed Borrowing Date:




 


	 	
      (a)
	
      immediately
      after the Borrowing, the Base Currency Amount of the Class of Loans
      comprising the Borrowing will not exceed the aggregate amount of the
      applicable Class of Commitments;




 


	 	
      (b)
	
      immediately
      after the Borrowing, no Default shall have occurred and be continuing;
      and




 


	 	
      (c)
	
      the
      representations and warranties of each Obligor contained in the Facility
      Agreement [(except the representations and warranties set forth in
      Sections 4.04(c), 4.05 and 4.07 of the Facility Agreement)]4 
      are true in all material respects.




 


	
      4.
	
      The
      proceeds of this Borrowing should be credited to [specify
      account information].




 


	
      5.
	
      This
      Notice of Borrowing is irrevocable.




 

                                                                                                                                 
Very truly yours, 

 


	
      PRAXAIR
      EUROHOLDING, S.L.

	 	 
	
      By:
	
       

	 	
      Name:
      

	 	
      Title:
      










 







1 To be a
date at least (x) three Business Days after the Business Day on which the Notice
of Borrowing is received by the Administrative Agent and (y) in the case of each
initial Borrowing denominated in an Optional Currency, five Business Days after
the Business Day on which the Notice of Borrowing is received by the
Administrative Agent.



2 To be
selected only in respect of a Revolving Credit Loan.



3 To be an
Approved Amount.



4 To be
deleted from the first Notice of Borrowing.

 







77














 

EXHIBIT
F

 

ASSIGNMENT
AND ASSUMPTION AGREEMENT




AGREEMENT
dated as of _________, ____ among [ASSIGNOR] (the “Assignor”), [and]
[ASSIGNEE] (the “Assignee”), [and
PRAXAIR EUROHOLDINGS, S.L. (the “Borrower”)].5 

 

W I T
N E S S E T H:




WHEREAS,
this Assignment and Assumption Agreement (the “Agreement”)
relates to the Facility Agreement dated as of November 29, 2004 among Praxair
Euroholding, S.L., Praxair, Inc., the Lenders party thereto, Citigroup Global
Markets Inc., as Syndication Agent, and ABN AMRO Bank N.V., as Administrative
Agent (as amended, the “Facility
Agreement”);

 

WHEREAS,
as provided under the Facility Agreement, the Assignor has a Commitment to make
[Term][Revolving Credit] Loans to the Borrower in an aggregate principal amount
at any time outstanding not to exceed €__________;

 

WHEREAS,
[Term][Revolving Credit] Loans made to the Borrower by the Assignor under the
Facility Agreement in the aggregate principal amount 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 Facility Agreement in respect of a portion of its
[Term][Revolving Credit] Commitment thereunder in an amount equal to €__________
(the “Assigned
Amount”),
together with a corresponding portion of its outstanding [Term][Revolving
Credit] Loans, 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 Facility Agreement.

 

Section
2. Assumption. The Assignor hereby assigns and sells to the Assignee all of the
rights of the Assignor under the Facility Agreement 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 Facility
Agreement to the extent of the Assigned Amount, including the purchase from the
Assignor of the corresponding portion of the principal amount of the
[Term][Revolving Credit] Loans made by the Assignor outstanding at the date
hereof. Upon the execution and delivery hereof by the Assignor, [and] the
Assignee[, the Borrower 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 [Term][Revolving Credit] Lender under the Facility
Agreement with a [Term][Revolving Credit] Commitment in an amount equal to the
Assigned Amount, and (ii) the [Term][Revolving Credit] 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 Facility 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
the currency in which the Loans referenced in Section 2 hereof are denominated
an amount equal to €_________. It is understood that facility fees accrued to
the date hereof are for the account of the Assignor and such fees accruing from
and including the date hereof with respect to the Assigned Amount are for the
account of the Assignee. Each of the Assignor and the Assignee hereby agrees
that if it receives any amount under the Facility 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. Consent of the Borrower. This Agreement is conditioned upon the consent of
the Borrower pursuant to Section
10.06(c) of the
Facility Agreement. The execution of this Agreement by the Borrower is evidence
of this consent.]6 

 

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 any Obligor, or the validity and
enforceability of the obligations of any Obligor in respect the Facility
Agreement. The Assignee acknowledges that it has, independently and without
reliance on the Assignor, any Co-Lead Arranger, any Agent or any other Lender,
and based on such documents and information as it has deemed appropriate, made
its own credit analysis and decision to enter into this Agreement and will
continue to be responsible for making its own independent appraisal of the
business, affairs and financial condition of each Obligor.

 

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.

 

 







78













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:
	
       

	 	
      Name:
      

	 	
      Title:
      











	
      [ASSIGNEE]

	 	 
	
      By:
	
       

	 	
      Name:
      

	 	
      Title:
      









	
      

      [PRAXAIR
      EUROHOLDINGS, S.L.]7 

       


	 	 
	
      By:
	
       

	 	
      Name:
      

	 	
      Title:
      










	
      Acknowledged
      this ____ day

	
      of
      _______ by ABN AMRO Bank N.V.,

	
      as
      Administrative Agent

	 	 
	
      By:
	
       

	 	
      Name:
      

	 	
      Title:
      













5 Delete
this bracketed reference to the Borrower (and Section 4 and the Borrower’s
signature block on the final page of this Agreement) if the Assignee is (i) any
Person which controls, is controlled by, or is under common control with, or is
otherwise substantially affiliated with the Assignor or (ii) another
Lender.

 



6 See
footnote 1 for a description of the circumstances when this Section 4 should be
deleted.

 



7 See
footnote 1 for a description of the circumstances when execution by the Borrower
is not required and this signature block should be deleted.

 

 







79