Credit Agreement dated as of May 25, 2007



 EXHIBIT 4.1 
 EXECUTION COPY 
 U.S. $200,000,000 
 CREDIT AGREEMENT 
 Dated as of May 25, 2007 
 Among 
 APPLERA CORPORATION 

as Borrower 
 THE INITIAL LENDERS
NAMED HEREIN 
 as Initial Lenders 
 CITIGROUP GLOBAL MARKETS INC. 
 as Sole Arranger 
 JPMORGAN CHASE BANK, N.A. 
 as
Syndication Agent 
 BANK OF AMERICA, N.A. 
 and 
 ABN AMRO BANK N.V. 
 as Co-Documentation Agents 
 and 
 CITIBANK, N.A. 
 as Administrative Agent 







 TABLE OF CONTENTS 
  


					
	 ARTICLE I
	  	
			
		  	 SECTION 1.01. Certain Defined Terms
	  	1
			
		  	 SECTION 1.02. Computation of Time Periods
	  	12
			
		  	 SECTION 1.03. Accounting Terms
	  	12
		
	 ARTICLE II
	  	
			
		  	 SECTION 2.01. The Revolving Credit Advances
	  	12
			
		  	 SECTION 2.02. Making the Revolving Credit Advances
	  	12
			
		  	 SECTION 2.03. The Competitive Bid Advances
	  	13
			
		  	 SECTION 2.04. Fees
	  	17
			
		  	 SECTION 2.05. Optional Termination or Reduction of the Commitments
	  	17
			
		  	 SECTION 2.06. Repayment of Revolving Credit Advances
	  	17
			
		  	 SECTION 2.07. Interest on Revolving Credit Advances
	  	17
			
		  	 SECTION 2.08. Interest Rate Determination
	  	18
			
		  	 SECTION 2.09. Optional Conversion of Revolving Credit Advances
	  	19
			
		  	 SECTION 2.10. Prepayments of Revolving Credit Advances
	  	19
			
		  	 SECTION 2.11. Increased Costs
	  	20
			
		  	 SECTION 2.12. Illegality
	  	21
			
		  	 SECTION 2.13. Payments and Computations
	  	21
			
		  	 SECTION 2.14. Taxes
	  	22
			
		  	 SECTION 2.15. Sharing of Payments, Etc.
	  	23
			
		  	 SECTION 2.16. Evidence of Debt
	  	24
			
		  	 SECTION 2.17. Use of Proceeds
	  	24
			
		  	 SECTION 2.18. Increase in the Aggregate Commitments
	  	24
		
	 ARTICLE III
	  	
			
		  	 SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03
	  	25
			
		  	 SECTION 3.02. Conditions Precedent to Initial Advance to Each Designated Subsidiary
	  	27

  

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		  	 SECTION 3.03. Conditions Precedent to Each Revolving Credit Borrowing and Each Commitment Increase
	  	27
			
		  	 SECTION 3.04. Conditions Precedent to Each Competitive Bid Borrowing
	  	28
			
		  	 SECTION 3.05. Determinations Under Section 3.01
	  	28
		
	 ARTICLE IV
	  	
			
		  	 SECTION 4.01. Representations and Warranties of the Company
	  	28
		
	 ARTICLE V
	  	
			
		  	 SECTION 5.01. Affirmative Covenants
	  	29
			
		  	 SECTION 5.02. Negative Covenants
	  	31
			
		  	 SECTION 5.03. Financial Covenant
	  	32
		
	 ARTICLE VI
	  	
			
		  	 SECTION 6.01. Events of Default
	  	32
		
	 ARTICLE VII
	  	
			
		  	 7.01. Guaranty
	  	34
			
		  	 7.02. Guaranty Absolute
	  	34
			
		  	 7.03. Waivers and Acknowledgments
	  	35
			
		  	 7.04. Subrogation
	  	36
			
		  	 7.05. Continuing Guaranty; Assignments
	  	36
		
	 ARTICLE VIII
	  	
			
		  	 SECTION 8.01. Authorization and Action
	  	36
			
		  	 SECTION 8.02. Agent’s Reliance, Etc.
	  	36
			
		  	 SECTION 8.03. Citibank and Affiliates
	  	37
			
		  	 SECTION 8.04. Lender Credit Decision
	  	37
			
		  	 SECTION 8.05. Indemnification
	  	37
			
		  	 SECTION 8.06. Successor Agent
	  	37
			
		  	 SECTION 8.07. Sub-Agent
	  	38
			
		  	 SECTION 8.08. Other Agents.
	  	38

  

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	 ARTICLE IX

			
		  	 SECTION 9.01. Amendments, Etc.
	  	38
			
		  	 SECTION 9.02. Notices, Etc.
	  	38
			
		  	 SECTION 9.03. No Waiver; Remedies
	  	39
			
		  	 SECTION 9.04. Costs and Expenses
	  	39
			
		  	 SECTION 9.05. Right of Set-off
	  	40
			
		  	 SECTION 9.06. Binding Effect
	  	40
			
		  	 SECTION 9.07. Assignments and Participations
	  	40
			
		  	 SECTION 9.08. Confidentiality
	  	42
			
		  	 SECTION 9.09. Designated Subsidiaries
	  	42
			
		  	 SECTION 9.10. Governing Law
	  	43
			
		  	 SECTION 9.11. Execution in Counterparts
	  	43
			
		  	 SECTION 9.12. Judgment
	  	43
			
		  	 SECTION 9.13. Jurisdiction, Etc.
	  	43
			
		  	 SECTION 9.14. Substitution of Currency
	  	44
			
		  	 SECTION 9.15. Patriot Act Notice
	  	44

  

					
	Schedules	 	
	
	Schedule I - List of Applicable Lending Offices
	
	Schedule 3.01(b) - Disclosed Litigation
	
	Schedule 5.02(a) - Existing Liens
	
	Exhibits
			
	Exhibit A-1	 	-	 	Form of Revolving Credit Note
			
	Exhibit A-2	 	-	 	Form of Competitive Bid Note
			
	Exhibit B-1	 	-	 	Form of Notice of Revolving Credit Borrowing
			
	Exhibit B-2	 	-	 	Form of Notice of Competitive Bid Borrowing
			
	Exhibit C	 	-	 	Form of Assignment and Acceptance
			
	Exhibit D	 	-	 	Form of Opinion of Counsel for the Borrower and the Company
			
	Exhibit E	 	-	 	Form of Designation Agreement

  

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 CREDIT AGREEMENT 
 Dated as of May 25, 2007 
 APPLERA CORPORATION, a Delaware corporation (the
“Company”), the banks, financial institutions and other institutional lenders (the “Initial Lenders”) listed on the signature pages hereof, CITIGROUP GLOBAL MARKETS INC., as sole arranger, JPMORGAN CHASE BANK, N.A.,
as syndication agent, BANK OF AMERICA, N.A. and ABN AMRO BANK N.V., as co-documentation agents, and CITIBANK, N.A. (“Citibank”), as administrative agent (the “Agent”) for the Lenders (as hereinafter defined), agree
as follows: 
 ARTICLE I 
 DEFINITIONS AND ACCOUNTING TERMS 
 SECTION 1.01. Certain Defined Terms. 
 As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural
forms of the terms defined): 
 “Advance” means a Revolving Credit Advance or a Competitive Bid Advance.

 “Affiliate” means, as to any Person, any other Person that, directly or indirectly, controls, is
controlled by or is under common control with such Person or is a director or officer of such Person. For purposes of this definition, the term “control” (including the terms “controlling”, “controlled by” and
“under common control with”) of a Person means the possession, direct or indirect, of the power to vote 20% or more of the Voting Stock of such Person or to direct or cause the direction of the management and policies of such Person,
whether through the ownership of Voting Stock, by contract or otherwise. 
 “Agent’s Account” means
(a) in the case of Advances denominated in Dollars, the account of the Agent maintained by the Agent at Citibank at its office at 388 Greenwich Street, New York, New York 10013, Account No. 36852248, Attention: Bank Loan Syndications,
(b) in the case of Advances denominated in any Foreign Currency, the account of the Sub-Agent designated in writing from time to time by the Agent to the Company and the Lenders for such purpose and (c) in any such case, such other account
of the Agent as is designated in writing from time to time by the Agent to the Company and the Lenders for such purpose. 
 “Applicable Lending Office” means, with respect to each Lender, such Lender’s Domestic Lending Office in the case of a Base Rate Advance and such Lender’s Eurocurrency Lending Office in the case of a Eurocurrency
Rate Advance and, in the case of a Competitive Bid Advance, the office of such Lender notified by such Lender to the Agent as its Applicable Lending Office with respect to such Competitive Bid Advance. 
 “Applicable Margin” means as of any date, a percentage per annum determined by reference to the Pricing Level in effect
on such date as set forth below: 
  

					
	Pricing Level	  	 Applicable Margin for
 Base Rate Advances
	 	 Applicable Margin for
 Eurocurrency Rate Advances

	 Level 1
	  	0.00%	 	0.150%
	 Level 2
	  	0.00%	 	0.190%
	 Level 3
	  	0.00%	 	0.220%
	 Level 4
	  	0.00%	 	0.250%
	 Level 5
	  	0.00%	 	0.325%

  

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 “Applicable Percentage” means, as of any date a percentage per annum
determined by reference to the Pricing Level in effect on such date as set forth below: 
  

			
	Pricing Level	  	Applicable Percentage
	 Level 1
	  	0.050%
	 Level 2
	  	0.060%
	 Level 3
	  	0.08%
	 Level 4
	  	0.100%
	 Level 5
	  	0.125%

 “Applicable Utilization Fee” means, as of any date on which the
aggregate outstanding Advances exceed 50% of the aggregate Commitments, a percentage per annum determined by reference to the Pricing Level in effect on such date as set forth below: 
  

			
	Pricing Level	  	Applicable Utilization Fee
	 Level 1
	  	0.050%
	 Level 2
	  	0.050%
	 Level 3
	  	0.050%
	 Level 4
	  	0.050%
	 Level 5
	  	0.075%

 “Assignment and Acceptance” means an assignment and acceptance
entered into by a Lender and an Eligible Assignee, and accepted by the Agent, in substantially the form of Exhibit C hereto. 
 “Assuming Lender” has the meaning specified in Section 2.18(d). 
 “Assumption
Agreement” has the meaning specified in Section 2.18(d)(ii). 
 “Base Rate” means a fluctuating
interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the highest of: 
 (a) the rate of interest announced publicly by Citibank in New York, New York, from time to time, as Citibank’s base rate; 
 (b) the sum (adjusted to the nearest 1/16 of 1% or, if there is no nearest 1/16 of
1%, to the next higher 1/16 of 1%) of (i)  1/2 of 1% per annum, plus (ii) the rate obtained
by dividing (A) the latest three-week moving average of secondary market morning offering rates in the United States for three-month certificates of deposit of major United States money market banks, such three-week moving average (adjusted to
the basis of a year of 360 days) being determined weekly on each Monday (or, if such day is not a Business Day, on the next succeeding Business Day) for the three-week period ending on the previous Friday by Citibank on the basis of such rates
reported by certificate of deposit dealers to and published by the Federal Reserve Bank of New York or, if such publication shall be suspended or terminated, on the basis of quotations for such rates received by Citibank from three
New York certificate of deposit dealers of recognized standing selected by Citibank, by (B) a percentage equal to 100% minus the average of the daily percentages specified during such three-week period by the Board of Governors of the
Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, but not limited to, any emergency, supplemental or other marginal reserve requirement) for Citibank with respect to liabilities consisting of or
including (among other liabilities) three-month U.S. dollar non-personal time deposits in the United States, plus (iii) the average during such three-week period of the annual assessment rates estimated by Citibank for determining the
then current annual assessment payable by Citibank to the Federal Deposit Insurance Corporation (or any successor) for insuring U.S. dollar deposits of Citibank in the United States; and 
  

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 (c)  1/2 of one percent per annum above the Federal Funds Rate. 
 “Base Rate Advance” means a Revolving Credit Advance denominated in Dollars that bears interest as provided in
Section 2.07(a)(i). 
 “Borrowers” means, collectively, the Company and the Designated Subsidiaries from
time to time. 
 “Borrowing” means a Revolving Credit Borrowing or a Competitive Bid Borrowing. 

“Business Day” means a day of the year on which banks are not required or authorized by law to close in New York
City and, if the applicable Business Day relates to any Eurocurrency Rate Advances or LIBO Rate Advances, on which dealings are carried on in the London interbank market and banks are open for business in London and in the country of issue of the
currency of such Eurocurrency Rate Advance or LIBO Rate Advance (or, in the case of an Advance denominated in Euro, on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open) and, if the applicable
Business Day relates to any Local Rate Advances on which banks are open for business in the country of issue of the currency of such Local Rate Advance. 
 “Commitment” means as to any Lender (a) the Dollar amount set forth opposite such Lender’s name on the signature pages hereof, (b) if such Lender has become a Lender hereunder pursuant
to an Assumption Agreement, the Dollar amount set forth in such Assumption Agreement or (c) if such Lender has entered into any Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Agent
pursuant to Section 9.07(d), as such amount may be reduced pursuant to Section 2.05 or increased pursuant to Section 2.18, provided that the Commitment of each Lender shall at all times be not less than the Equivalent of EUR 50,000.

 “Commitment Date” has the meaning specified in Section 2.18(b). 
 “Commitment Increase” has the meaning specified in Section 2.18(a). 
 “Committed Currencies” means lawful currency of Canada, lawful currency of the United Kingdom of Great Britain and
Northern Ireland, lawful currency of Australia, lawful currency of The Swiss Federation, lawful currency of Japan and Euros, and any other actively traded currency that is fully convertible into Dollars and is available from all Lenders. 

“Competitive Bid Advance” means an advance by a Lender to any Borrower as part of a Competitive Bid Borrowing
resulting from the competitive bidding procedure described in Section 2.03 and refers to a Fixed Rate Advance, a LIBO Rate Advance or a Local Rate Advance. 
 “Competitive Bid Borrowing” means a borrowing consisting of simultaneous Competitive Bid Advances from each of the
Lenders whose offer to make one or more Competitive Bid Advances as part of such borrowing has been accepted under the competitive bidding procedure described in Section 2.03. 
 “Competitive Bid Note” means a promissory note of any Borrower payable to the order of any Lender, in substantially the
form of Exhibit A-2 hereto, evidencing the indebtedness of such Borrower to such Lender resulting from a Competitive Bid Advance made by such Lender to such Borrower. 
 “Competitive Bid Reduction” has the meaning specified in Section 2.01. 
 “Confidential Information” means information that the Company furnishes to the Agent or any Lender in a writing
designated as confidential, but does not include any such information that is or becomes generally available to the public or that is or becomes available to the Agent or such Lender from a source other than the Company. 
  

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 “Consolidated” refers to the consolidation of accounts in accordance
with GAAP. 
 “Convert”, “Conversion” and “Converted” each refers to a
conversion of Revolving Credit Advances of one Type into Revolving Credit Advances of the other Type pursuant to Section 2.08 or 2.09. 
 “Debt” of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or
services (other than trade payables not overdue by more than 90 days incurred in the ordinary course of such Person’s business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments,
(d) all obligations of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such
agreement in the event of default are limited to repossession or sale of such property), (e) all obligations of such Person as lessee under leases that have been or should be, in accordance with GAAP, recorded as capital leases, (f) all
obligations, contingent or otherwise, of such Person in respect of acceptances, letters of credit or similar extensions of credit, (g) all obligations of such Person in respect of Hedge Agreements, (h) all Debt of others referred to in
clauses (a) through (g) above or clause (i) below guaranteed directly or indirectly in any manner by such Person, or in effect guaranteed directly or indirectly by such Person through an agreement (1) to pay or purchase such Debt
or to advance or supply funds for the payment or purchase of such Debt, (2) to purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such
Debt or to assure the holder of such Debt against loss, (3) to supply funds to or in any other manner invest in the debtor (including any agreement to pay for property or services irrespective of whether such property is received or such
services are rendered) or (4) otherwise to assure a creditor against loss, and (i) all Debt referred to in clauses (a) through (h) above secured by (or for which the holder of such Debt has an existing right, contingent or
otherwise, to be secured by) any Lien on property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Debt. 
 “Debt for Borrowed Money” of any Person means all Debt of such Person of the types described in clauses (a) through
(e) of the definition of “Debt”, to the extent reflected on a Consolidated balance sheet of such Person in accordance with GAAP. 
 “Debt Rating” means, as of any date, the Public Debt Rating in effect on such date or, if no Public Debt Rating is then in effect, the Implied Debt Rating in effect on such date. 
 “Debt/Total Capital Ratio” means, as of any date of determination, the ratio, expressed as a decimal fraction, of
Consolidated Debt for Borrowed Money of the Company and its Subsidiaries to the sum of Consolidated Debt for Borrowed Money of the Company and its Subsidiaries plus Net Worth. 
 “Default” means any Event of Default or any event that would constitute an Event of Default but for the requirement that
notice be given or time elapse or both. 
 “Designated Subsidiary” means any direct or indirect wholly-owned
Subsidiary of the Company designated for borrowing privileges under this Agreement pursuant to Section 9.09. 
 “Designation Agreement” means, with respect to any Designated Subsidiary, an agreement in the form of Exhibit E hereto signed by such Designated Subsidiary and the Company. 
 “Disclosed Litigation” has the meaning specified in Section 3.01(b). 
 “Dollars” and the “$” sign each means lawful currency of the United States of America. 
 “Domestic Lending Office” means, with respect to any Lender, the office of such Lender specified as its “Domestic
Lending Office” opposite its name on Schedule I hereto or in the Assumption Agreement or the Assignment and Acceptance pursuant to which it became a Lender, or such other office of such Lender as such Lender may from time to time specify
to the Company and the Agent. 
  

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 “Effective Date” has the meaning specified in Section 3.01.

 “Eligible Assignee” means (i) a Lender; (ii) an Affiliate of a Lender; and (iii) any other
Person approved by the Agent and, unless an Event of Default has occurred and is continuing at the time any assignment is effected in accordance with Section 9.07, the Company, such approval not to be unreasonably withheld or delayed;
provided, however, that neither the Company nor an Affiliate of the Company shall qualify as an Eligible Assignee. 
 “Environmental Action” means any action, suit, demand, demand letter, claim, notice of non-compliance or violation, notice of liability or potential liability, investigation, proceeding, consent order or consent agreement
relating in any way to any Environmental Law, Environmental Permit or Hazardous Materials or arising from alleged injury or threat of injury to health, safety or the environment, including, without limitation, (a) by any governmental or
regulatory authority for enforcement, cleanup, removal, response, remedial or other actions or damages and (b) by any governmental or regulatory authority or any third party for damages, contribution, indemnification, cost recovery,
compensation or injunctive relief. 
 “Environmental Law” means any federal, state, local or foreign statute,
law, ordinance, rule, regulation, code, order, judgment, decree or judicial or agency interpretation, policy or guidance relating to pollution or protection of the environment, health, safety or natural resources, including, without limitation,
those relating to the use, handling, transportation, treatment, storage, disposal, release or discharge of Hazardous Materials. 
 “Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law. 
 “Equivalent” in Dollars of any Foreign Currency on any date means the equivalent in Dollars of such Foreign Currency
determined by using the quoted spot rate at which the Sub-Agent’s principal office in London offers to exchange Dollars for such Foreign Currency in London prior to 4:00 P.M. (London time) (unless otherwise indicated by the terms of this
Agreement) on such date as is required pursuant to the terms of this Agreement, and the “Equivalent” in any Foreign Currency of Dollars means the equivalent in such Foreign Currency of Dollars determined by using the quoted spot rate at
which the Sub-Agent’s principal office in London offers to exchange such Foreign Currency for Dollars in London prior to 4:00 P.M. (London time) (unless otherwise indicated by the terms of this Agreement) on such date as is required pursuant to
the terms of this Agreement. 
 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended
from time to time, and the regulations promulgated and rulings issued thereunder. 
 “ERISA Affiliate” means
any Person that for purposes of Title IV of ERISA is a member of the Company’s controlled group, or under common control with the Company, within the meaning of Section 414 of the Internal Revenue Code. 
 “ERISA Event” means (a) (i) the occurrence of a reportable event, within the meaning of Section 4043 of ERISA,
with respect to any Plan unless the 30-day notice requirement with respect to such event has been waived by the PBGC, or (ii) the requirements of subsection (1) of Section 4043(b) of ERISA (without regard to subsection (2) of
such Section) are met with a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of a Plan, and an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably expected
to occur with respect to such Plan within the following 30 days; (b) the application for a minimum funding waiver with respect to a Plan; (c) the provision by the administrator of any Plan of a notice of intent to terminate such Plan
pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of 

  

 5 








 
ERISA); (d) the cessation of operations at a facility of the Company or any ERISA Affiliate in the circumstances described in Section 4062(e) of
ERISA; (e) the withdrawal by the Company or any ERISA Affiliate from a Multiple Employer Plan during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (f) the conditions for the imposition
of a lien under Section 302(f) of ERISA shall have been met with respect to any Plan; (g) the adoption of an amendment to a Plan requiring the provision of security to such Plan pursuant to Section 307 of ERISA; or (h) the
institution by the PBGC of proceedings to terminate a Plan pursuant to Section 4042 of ERISA, or the occurrence of any event or condition described in Section 4042 of ERISA that constitutes grounds for the termination of, or the
appointment of a trustee to administer, a Plan. 
 “EURIBO Rate” means, for any Interest Period, the rate
appearing on Page 248 of the Moneyline Telerate Service (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of
such Service, as determined by the Agent from time to time for purposes of providing quotations of interest rates applicable to deposits in Euro by reference to the Banking Federation of the European Union Settlement Rates for deposits in Euro) at
approximately 10:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for deposits in Euro with a maturity comparable to such Interest Period or, if for any reason such rate is not
available, the average (rounded upward to the nearest whole multiple of 1/100 of 1% per annum, if such average is not such a multiple) of the respective rates per annum at which deposits in Euros are offered by the principal office of each
of the Reference Banks in London, England to prime banks in the London interbank market at 11:00 A.M. (London time) two Business Days before the first day of such Interest Period in an amount substantially equal (x) in the case of
Revolving Credit Borrowings, to such Reference Bank’s Eurocurrency Rate Advance comprising part of such Revolving Credit Borrowing to be outstanding during such Interest Period and for a period equal to such Interest Period (subject, however,
to the provisions of Section 2.08) or (y) in the case of Competitive Bid Borrowings, to the amount that would be the Reference Banks’ respective ratable shares of such Borrowing if such Borrowing were to be a Revolving Credit
Borrowing to be outstanding during such Interest Period and for a period equal to such Interest Period (subject, however, to the provisions of Section 2.08). 
 “Euro” means the lawful currency of the European Union as constituted by the Treaty of Rome which established the
European Community, as such treaty may be amended from time to time and as referred to in the EMU legislation. 
 “Eurocurrency Lending Office” means, with respect to any Lender, the office of such Lender specified as its “Eurocurrency Lending Office” opposite its name on Schedule I hereto or in the Assumption Agreement
or the Assignment and Acceptance pursuant to which it became a Lender (or, if no such office is specified, its Domestic Lending Office), or such other office of such Lender as such Lender may from time to time specify to the Company and the Agent.

 “Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of the Board of
Governors of the Federal Reserve System, as in effect from time to time. 
 “Eurocurrency Rate” means, for
any Interest Period for each Eurocurrency Rate Advance comprising part of the same Revolving Credit Borrowing, an interest rate per annum equal to the rate per annum obtained by dividing (a)(i) in the case of any Revolving Credit Advance denominated
in Dollars or any Committed Currency other than Euro, the rate per annum (rounded upward to the nearest whole multiple of 1/100 of 1% per annum) appearing on the relevant Moneyline Telerate Markets page as the London interbank offered rate for
deposits in Dollars or the applicable Committed Currency at approximately 11:00 A.M. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period or, if for any reason such rate is not
available, the average (rounded upward to the nearest whole multiple of 1/100 of 1% per annum, if such average is not such a multiple) of the rate per annum at which deposits in Dollars or the applicable Committed Currency is offered by
the principal office of each of the Reference Banks in London, England to prime banks in the 

  

 6 








 
London interbank market at 11:00 A.M. (London time) two Business Days before the first day of such Interest Period in an amount substantially equal to
such Reference Bank’s Eurocurrency Rate Advance comprising part of such Revolving Credit Borrowing to be outstanding during such Interest Period and for a period equal to such Interest Period or, (ii) in the case of any Revolving Credit
Advance denominated in Euros, the EURIBO Rate by (b) a percentage equal to 100% minus the Eurocurrency Rate Reserve Percentage for such Interest Period. If the relevant Moneyline Telerate Markets page is unavailable, the Eurocurrency Rate for
any Interest Period for each Eurocurrency Rate Advance comprising part of the same Revolving Credit Borrowing shall be determined by the Agent on the basis of applicable rates furnished to and received by the Agent from the Reference Banks two
Business Days before the first day of such Interest Period, subject, however, to the provisions of Section 2.08. 
 “Eurocurrency Rate Advance” means a Revolving Credit Advance denominated in Dollars or a Committed Currency that bears interest as provided in Section 2.07(a)(ii). 
 “Eurocurrency Rate Reserve Percentage” for any Interest Period for all Eurocurrency Rate Advances or LIBO Rate Advances
comprising part of the same Borrowing means the reserve percentage applicable two Business Days before the first day of such Interest Period under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any
successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve System in New York City with respect to
liabilities or assets consisting of or including Eurocurrency Liabilities (or with respect to any other category of liabilities that includes deposits by reference to which the interest rate on Eurocurrency Rate Advances or LIBO Rate Advances is
determined) having a term equal to such Interest Period. 
 “Events of Default” has the meaning specified in
Section 6.01. 
 “Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal
for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business
Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions received by the Agent
from three Federal funds brokers of recognized standing selected by it. 
 “Fixed Rate Advances” has the
meaning specified in Section 2.03(a)(i), which Advances shall be denominated in Dollars or in any Foreign Currency. 
 “Foreign Currency” means any Committed Currency and any other lawful currency (other than Dollars) that is freely transferable or convertible into Dollars. 
 “GAAP” has the meaning specified in Section 1.03. 
 “Hazardous Materials” means (a) petroleum and petroleum products, byproducts or breakdown products, radioactive
materials, asbestos-containing materials, polychlorinated biphenyls and radon gas and (b) any other chemicals, materials or substances designated, classified or regulated as hazardous or toxic or as a pollutant or contaminant under any
Environmental Law. 
 “Hedge Agreements” means interest rate swap, cap or collar agreements, interest rate
future or option contracts, currency swap agreements, currency future or option contracts and other similar agreements. 
 “Implied Debt Rating” means the rating assigned by S&P to the Company’s unsecured “implied senior debt” from time to time, as published by S&P on [March 9, 2005] or any subsequent publication thereof
in any medium by S&P [(which rating on the date hereof is A-)] or, if such rating is unavailable, the equivalent rating assigned by Moody’s to the Company’s unsecured “implied senior debt”, as notified in writing to the
Company by Moody’s. 
  

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 “Increase Date” has the meaning specified in Section 2.18(a).

 “Increasing Lender” has the meaning specified in Section 2.18(b). 
 “Interest Period” means, for each Eurocurrency Rate Advance comprising part of the same Revolving Credit Borrowing and
each LIBO Rate Advance comprising part of the same Competitive Bid Borrowing, the period commencing on the date of such Eurocurrency Rate Advance or LIBO Rate Advance or the date of the Conversion of any Base Rate Advance into such Eurocurrency Rate
Advance and ending on the last day of the period selected by the Borrower requesting such Borrowing pursuant to the provisions below and, thereafter, with respect to Eurocurrency Rate Advances, each subsequent period commencing on the last day of
the immediately preceding Interest Period and ending on the last day of the period selected by such Borrower pursuant to the provisions below. The duration of each such Interest Period shall be one, two, three or six months or nine or twelve months
if available by all Lenders, as the applicable Borrower may, upon notice received by the Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the first day of such Interest Period, select;
provided, however, that: 
 (i) the Borrowers may not select any Interest Period that ends after the Termination
Date; 
 (ii) Interest Periods commencing on the same date for Eurocurrency Rate Advances comprising part of the same
Revolving Credit Borrowing or for LIBO Rate Advances comprising part of the same Competitive Bid Borrowing shall be of the same duration; 
 (iii) whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day,
provided, however, that, if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day; and

 (iv) whenever the first day of any Interest Period occurs on a day of an initial calendar month for which there is no
numerically corresponding day in the calendar month that succeeds such initial calendar month by the number of months equal to the number of months in such Interest Period, such Interest Period shall end on the last Business Day of such succeeding
calendar month. 
 “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended from time to
time, and the regulations promulgated and rulings issued thereunder. 
 “Lenders” means the Initial Lenders,
each Assuming Lender that shall become a party hereto pursuant to Section 2.18 and each Person that shall become a party hereto pursuant to Section 9.07. 
 “LIBO Rate” means, for any Interest Period for all LIBO Rate Advances comprising part of the same Competitive Bid
Borrowing, an interest rate per annum equal to the rate per annum obtained by dividing (a)(i) in the case of any Competitive Bid Borrowing denominated in Dollars or any Foreign Currency other than Euros, the rate per annum (rounded upward to the
nearest whole multiple of 1/100 of 1% per annum) appearing on the relevant Moneyline Telerate Markets page as the London interbank offered rate for deposits in Dollars or the applicable Committed Currency at approximately 11:00 A.M. (London
time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period or, if for any reason such rate is not available, the average (rounded upward to the nearest whole multiple of 1/100 of
1% per annum, if such average is not such a multiple) of the rate per 

  

 8 








 
annum at which deposits in Dollars or the applicable Foreign Currency is offered by the principal office of each of the Reference Banks in London, England to
prime banks in the London interbank market at 11:00 A.M. (London time) two Business Days before the first day of such Interest Period in an amount substantially equal to the amount that would be the Reference Banks’ respective ratable
shares of such Borrowing if such Borrowing were to be a Revolving Credit Borrowing to be outstanding during such Interest Period and for a period equal to such Interest Period or (ii) in the case of any Competitive Bid Borrowing denominated in
Euros, the EURIBO Rate by (b) a percentage equal to 100% minus the Eurocurrency Rate Reserve Percentage for such Interest Period. If the relevant Moneyline Telerate Markets page is unavailable, the LIBO Rate for any Interest Period for each
LIBO Rate Advance comprising part of the same Competitive Bid Borrowing shall be determined by the Agent on the basis of applicable rates furnished to and received by the Agent from the Reference Banks two Business Days before the first day of such
Interest Period, subject, however, to the provisions of Section 2.08. 
 “LIBO Rate
Advances” means a Competitive Bid Advance denominated in Dollars or in any Foreign Currency and bearing interest based on the LIBO Rate. 
 “Lien” means any lien, security interest or other charge or encumbrance of any kind, or any other type of preferential arrangement, including, without limitation, the lien or retained security title
of a conditional vendor. 
 “Local Rate Advance” means a Competitive Bid Advance denominated in any Foreign
Currency sourced from the jurisdiction of issuance of such Foreign Currency and bearing interest at a fixed rate. 
 “Material Adverse Change” means any material adverse change in the business, financial condition or results of operations of the Company and its Subsidiaries taken as a whole. 
 “Material Adverse Effect” means a material adverse effect on (a) the business, financial condition or operations of
the Company and its Subsidiaries taken as a whole or (b) the rights and remedies of the Agent or any Lender under this Agreement or any Note. 
 “Moody’s” means Moody’s Investors Service, Inc. 
 “Multiemployer Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which the Company or any ERISA Affiliate is making or accruing an obligation to make contributions, or has within any of
the preceding five plan years made or accrued an obligation to make contributions. 
 “Multiple Employer
Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the Company or any ERISA Affiliate and at least one Person other than the Company and the ERISA Affiliates or
(b) was so maintained and in respect of which the Company or any ERISA Affiliate could have liability under Section 4064 or 4069 of ERISA in the event such plan has been or were to be terminated. 
 “Net Worth” means stockholders’ equity of the Company. 
 “Note” means a Revolving Credit Note or a Competitive Bid Note. 
 “Notice of Competitive Bid Borrowing” has the meaning specified in Section 2.03(a). 
 “Notice of Revolving Credit Borrowing” has the meaning specified in Section 2.02(a). 
 “Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001, Pub. L. 107-56, signed into law October 26, 2001. 
  

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 “Payment Office” means, for any Foreign Currency, such office of
Citibank as shall be from time to time selected by the Agent and notified by the Agent to the Company and the Lenders. 
 “PBGC” means the Pension Benefit Guaranty Corporation (or any successor). 
 “Permitted
Liens” means such of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding shall have been commenced: (a) Liens for taxes, assessments and governmental charges or levies to the extent not
required to be paid under Section 5.01(b) hereof; (b) Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s Liens and other similar Liens arising in the ordinary course of
business securing obligations that are not overdue for a period of more than 60 days or that are being contested in good faith by appropriate proceedings; (c) pledges or deposits to secure obligations under workers’ compensation laws,
unemployment insurance or similar legislation or to secure public or statutory obligations or to secure performance or other similar obligations arising in the ordinary course of business (other than in respect of indebtedness for borrowed money);
and (d) easements, rights of way and other encumbrances on title to real property that do not render title to the property encumbered thereby unmarketable or materially adversely affect the use of such property for its present purposes.

 “Person” means an individual, partnership, corporation (including a business trust), joint stock company,
trust, unincorporated association, joint venture, limited liability company or other entity, or a government or any political subdivision or agency thereof. 
 “Plan” means a Single Employer Plan or a Multiple Employer Plan. 
 “Pricing Level” means, as of any date the level set forth below as then in effect for the Company, as determined in
accordance with the following provisions of this definition: 
 Level 1: Debt Rating of not lower than A by S&P or not lower than
A2 by Moody’s or, if no Debt Rating is available from S&P or Moody’s, Debt/Total Capital Ratio of not more than 0.35:1.00. 
 Level 2: Debt Rating of lower than Level 1 but not lower than A- by S&P or A3 by Moody’s or, if no Debt Rating is available from S&P or Moody’s, Debt/Total Capital Ratio of not more than 0.40:1.00. 
 Level 3: Debt Rating of lower than Level 2 but not lower than BBB+ by S&P or Baa1 by Moody’s or, if no Debt Rating is available from
S&P or Moody’s, Debt/Total Capital Ratio of not more than 0.45:1.00. 
 Level 4: Debt Rating of lower than Level 3 but not
lower than BBB by S&P or Baa2 by Moody’s or, if no Debt Rating is available from S&P or Moody’s, Debt/Total Capital Ratio of not more than 0.50:1.00. 
 Level 5: Debt Rating of lower than Level 4 or, if no Debt Rating is available from S&P or Moody’s, Debt/Total Capital Ratio of more than 0.50:1.00. 
 For purposes of the foregoing, (a) if only one of S&P and Moody’s shall have in effect a Debt Rating, the Pricing Level shall be determined
by reference to the available rating; (b) if the ratings established by S&P and Moody’s shall fall within different levels, the Pricing Level shall be based upon the higher rating unless the such ratings differ by two or more levels,
in which case the applicable level will be deemed to be one level below the higher of such levels; and (c) if no Debt Rating is then available (x) any change in the Pricing Level determined by reference to the Company’s Debt/Total
Capital Ratio shall be effective on the date that the financial statements required to be delivered pursuant to Section 5.01(h)(i) and (ii) are delivered or deemed delivered in accordance with such Section and (y) the Pricing Level
shall be at Level 5 for so long as the Company has not delivered the information described in clause (c)(x) above as and when required under Section 5.01(h)(i) or (ii), as the case may be. 
  

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 “Public Debt Rating” means, as of any date, the lowest rating that has
been most recently announced by either S&P or Moody’s, as the case may be, for any class of non-credit enhanced long-term senior unsecured debt issued by the Company. For purposes of the foregoing, (a) if any rating established by
S&P or Moody’s shall be changed, such change shall be effective as of the date on which such change is first announced publicly by the rating agency making such change; and (b) if S&P or Moody’s shall change the basis on which
ratings are established, each reference to the Public Debt Rating announced by S&P or Moody’s, as the case may be, shall refer to the then equivalent rating by S&P or Moody’s, as the case may be. 
 “Reference Banks” means Citibank, JPMorgan Chase Bank, N.A. and Bank of America, N.A. 
 “Register” has the meaning specified in Section 9.07(d). 
 “Required Lenders” means at any time Lenders owed at least a majority in interest of the then aggregate unpaid principal
amount (based on the Equivalent in Dollars at such time) of the Revolving Credit Advances owing to Lenders, or, if no such principal amount is then outstanding, Lenders having at least a majority in interest of the Commitments. 
 “Revolving Credit Advance” means an advance by a Lender to any Borrower as part of a Revolving Credit Borrowing and
refers to a Base Rate Advance or a Eurocurrency Rate Advance (each of which shall be a “Type” of Revolving Credit Advance). 
 “Revolving Credit Borrowing” means a borrowing consisting of simultaneous Revolving Credit Advances of the same Type and, in the case of Eurocurrency Rate Advances, for the same Interest Period, made
by each of the Lenders pursuant to Section 2.01. 
 “Revolving Credit Note” means a promissory note of
any Borrower payable to the order of any Lender, delivered pursuant to a request made under Section 2.16 in substantially the form of Exhibit A-1 hereto, evidencing the aggregate indebtedness of such Borrower to such Lender resulting from
the Revolving Credit Advances made by such Lender to such Borrower. 
 “S&P” means Standard &
Poor’s, a division of The McGraw-Hill Companies, Inc. 
 “Single Employer Plan” means a single employer
plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the Company or any ERISA Affiliate and no Person other than the Company and the ERISA Affiliates or (b) was so maintained and in respect of
which the Company or any ERISA Affiliate could have liability under Section 4069 of ERISA in the event such plan has been or were to be terminated. 
 “Sub-Agent” means Citibank International plc. 
 “Subsidiary” of any Person means any corporation, partnership, joint venture, limited liability company, trust or estate of which (or in which) more than 50% of (a) the issued and outstanding capital stock having
ordinary voting power to elect a majority of the Board of Directors of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any
contingency), (b) the interest in the capital or profits of such limited liability company, partnership or joint venture or (c) the beneficial interest in such trust or estate is at the time directly or indirectly owned or controlled by
such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person’s other Subsidiaries. 
  

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 “Termination Date” means the earlier of (a) May 25, 2012 and
(b) the date of termination in whole of the Commitments pursuant to Section 2.05 or 6.01. 
 “Voting
Stock” means capital stock issued by a corporation, or equivalent interests in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing
similar functions) of such Person, even if the right so to vote has been suspended by the happening of such a contingency. 
 SECTION 1.02.
Computation of Time Periods. In this Agreement in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and
“until” each mean “to but excluding”. 
 SECTION 1.03. Accounting Terms. All accounting terms not specifically
defined herein shall be construed in accordance with generally accepted accounting principles consistent with those applied in the preparation of the financial statements referred to in Section 4.01(e) (“GAAP”). 
 ARTICLE II 
 AMOUNTS AND TERMS OF THE ADVANCES

 SECTION 2.01. The Revolving Credit Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to
make Revolving Credit Advances to any Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date in an aggregate amount (based in respect of any Revolving Credit Advances to be denominated in
a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing) for all Borrowers not to exceed at any time outstanding such Lender’s Commitment;
provided that the aggregate amount of the Commitments of the Lenders shall be deemed used from time to time to the extent of the aggregate amount (based in respect of any Competitive Bid Advance denominated in a Foreign Currency by reference
to the Equivalent thereof in Dollars at such time) of the Competitive Bid Advances then outstanding and such deemed use of the aggregate amount of the Commitments shall be allocated among the Lenders ratably according to their respective Commitments
(such deemed use of the aggregate amount of the Commitments being a “Competitive Bid Reduction”). Each Revolving Credit Borrowing shall be in an amount not less than $5,000,000 (or the Equivalent thereof in any Committed Currency,
determined as of the time of the applicable Notice of Revolving Credit Borrowing) or an integral multiple of $1,000,000 (or the Equivalent thereof in any Committed Currency, determined as of the time of the applicable Notice of Revolving Credit
Borrowing) in excess thereof and shall consist of Revolving Credit Advances of the same Type and in the same currency made on the same day by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s
Commitment, any Borrower may borrow under this Section 2.01, prepay pursuant to Section 2.10 and reborrow under this Section 2.01. 
 SECTION 2.02. Making the Revolving Credit Advances. (a) Each Revolving Credit Borrowing shall be made on notice, given not later than (x) 11:00 A.M. (New York City time) on the third Business Day prior to the date
of the proposed Revolving Credit Borrowing in the case of a Revolving Credit Borrowing consisting of Eurocurrency Rate Advances denominated in Dollars, (y) 4:00 P.M. (London time) on the third Business Day prior to the date of the proposed
Revolving Credit Borrowing in the case of a Revolving Credit Borrowing consisting of Eurocurrency Rate Advances denominated in any Committed Currency, or (z) 11:00 A.M. (New York City time) on the date of the proposed Revolving Credit Borrowing
in the case of a Revolving Credit Borrowing consisting of Base Rate Advances, by any Borrower to the Agent (and, in the case of a Revolving Credit Borrowing consisting of Eurocurrency Rate Advances, simultaneously to the Sub-Agent), which shall give
to each Lender prompt notice thereof by telecopier. Each such notice of a Revolving Credit Borrowing (a “Notice of Revolving Credit Borrowing”) shall be by telephone, confirmed immediately in writing, or telecopier in substantially
the form of Exhibit B-1 hereto, specifying therein the requested (i) date of such Revolving Credit Borrowing, (ii) Type of Advances comprising such Revolving Credit Borrowing, (iii) aggregate amount of such Revolving Credit
Borrowing, and (iv) in the case of a Revolving Credit Borrowing consisting of Eurocurrency Rate Advances, initial Interest Period and currency for each such Revolving Credit Advance. Each Lender shall, before 11:00 A.M. 

  

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(New York City time) on the date of such Revolving Credit Borrowing, in the case of a Revolving Credit Borrowing consisting of Advances denominated in
Dollars, and before 11:00 A.M. (London time) on the date of such Revolving Credit Borrowing, in the case of a Revolving Credit Borrowing consisting of Eurocurrency Rate Advances denominated in any Committed Currency, make available for the
account of its Applicable Lending Office to the Agent at the applicable Agent’s Account, in same day funds, such Lender’s ratable portion of such Revolving Credit Borrowing. After the Agent’s receipt of such funds and upon fulfillment
of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower requesting the Revolving Credit Borrowing at the account specified in the wiring instructions in the applicable Notice of Borrowing
or, if no account is so specified, at the Agent’s address referred to in Section 9.02. 
 (b) Anything in subsection (a) above
to the contrary notwithstanding, (i) the Borrowers may not select Eurocurrency Rate Advances for any Revolving Credit Borrowing if the aggregate amount of such Revolving Credit Borrowing is less than $5,000,000 (or the Equivalent thereof in any
Committed Currency, determined as of the time of the applicable Notice of Revolving Credit Borrowing) or if the obligation of the Lenders to make Eurocurrency Rate Advances shall then be suspended pursuant to Section 2.08 or 2.12 and
(ii) the Eurocurrency Rate Advances may not be outstanding as part of more than fifteen separate Revolving Credit Borrowings. 
 (c)
Each Notice of Revolving Credit Borrowing of any Borrower shall be irrevocable and binding on such Borrower. In the case of any Revolving Credit Borrowing that the related Notice of Revolving Credit Borrowing specifies is to be comprised of
Eurocurrency Rate Advances, the Borrower requesting such Revolving Credit Borrowing shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such
Notice of Revolving Credit Borrowing for such Revolving Credit Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of
the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Revolving Credit Advance to be made by such Lender as part of such Revolving Credit Borrowing when such Revolving Credit Advance, as a result of such
failure, is not made on such date. 
 (d) Unless the Agent shall have received notice from a Lender prior to the time of any Revolving Credit
Borrowing that such Lender will not make available to the Agent such Lender’s ratable portion of such Revolving Credit Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Revolving
Credit Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower requesting such Revolving Credit Borrowing on such date a corresponding amount. If
and to the extent that such Lender shall not have so made such ratable portion available to the Agent, such Lender and such Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon,
for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Agent, at (i) in the case of such Borrower, the higher of (A) the interest rate applicable at the time to Revolving
Credit Advances comprising such Revolving Credit Borrowing and (B) the cost of funds incurred by the Agent in respect of such amount and (ii) in the case of such Lender, (A) the Federal Funds Rate in the case of Advances denominated
in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall
constitute such Lender’s Revolving Credit Advance as part of such Revolving Credit Borrowing for purposes of this Agreement. 
 (e) The
failure of any Lender to make the Revolving Credit Advance to be made by it as part of any Revolving Credit Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Revolving Credit Advance on the date of such
Revolving Credit Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Revolving Credit Advance to be made by such other Lender on the date of any Revolving Credit Borrowing. 
 SECTION 2.03. The Competitive Bid Advances. (a) Each Lender severally agrees that any Borrower may make Competitive Bid Borrowings under this
Section 2.03 from time to time on any Business Day during the period from the date hereof until the date occurring 10 days prior to the Termination Date in the manner set forth below; provided that, following the making of each
Competitive Bid Borrowing, the aggregate amount of 

  

 13 








 
the Advances then outstanding (based in respect of any Advance denominated in a Foreign Currency on the Equivalent in Dollars at the time such Competitive
Bid Borrowing is requested) shall not exceed the aggregate amount of the Commitments of the Lenders (computed without regard to any Competitive Bid Reduction). 
 (i) Any Borrower may request a Competitive Bid Borrowing under this Section 2.03 by delivering to the Agent (and, in the case of a
Competitive Bid Borrowing not consisting of Fixed Rate Advances or LIBO Rate Advances to be denominated in Dollars, simultaneously to the Sub-Agent), by telecopier, a notice of a Competitive Bid Borrowing (a “Notice of Competitive Bid
Borrowing”), in substantially the form of Exhibit B-2 hereto, specifying therein the requested (A) date of such proposed Competitive Bid Borrowing, (B) aggregate amount of such proposed Competitive Bid Borrowing,
(C) interest rate basis and day count convention to be offered by the Lenders, (D) currency of such proposed Competitive Bid Borrowing, (E) in the case of a Competitive Bid Borrowing consisting of LIBO Rate Advances, Interest Period,
or in the case of a Competitive Bid Borrowing consisting of Fixed Rate Advances or Local Rate Advances, maturity date for repayment of each Fixed Rate Advance or Local Rate Advance to be made as part of such Competitive Bid Borrowing (which maturity
date may not be earlier than the date occurring 7 days after the date of such Competitive Bid Borrowing or later than the Termination Date), (F) interest payment date or dates relating thereto, (G) location of such Borrower’s account
to which funds are to be advanced and (H) other terms (if any) to be applicable to such Competitive Bid Borrowing, not later than (w) 10:00 A.M. (New York City time) at least one Business Day prior to the date of the proposed Competitive
Bid Borrowing, if such Borrower shall specify in the Notice of Competitive Bid Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum (the Advances comprising any such Competitive Bid Borrowing being
referred to herein as “Fixed Rate Advances”) and that the Advances comprising such proposed Competitive Bid Borrowing shall be denominated in Dollars, (x) 10:00 A.M. (New York City time) at least four Business Days prior to the
date of the proposed Competitive Bid Borrowing, if such Borrower shall specify in the Notice of Competitive Bid Borrowing that the Advances comprising such Competitive Bid Borrowing shall be LIBO Rate Advances denominated in Dollars,
(y) 10:00 A.M. (London time) at least two Business Days prior to the date of the proposed Competitive Bid Borrowing, if such Borrower shall specify in the Notice of Competitive Bid Borrowing that the Advances comprising such proposed
Competitive Bid Borrowing shall be either Fixed Rate Advances denominated in any Foreign Currency or Local Rate Advances denominated in any Foreign Currency and (z) 10:00 A.M. (London time) at least four Business Days prior to the date of
the proposed Competitive Bid Borrowing, if such Borrower shall instead specify in the Notice of Competitive Bid Borrowing that the Advances comprising such Competitive Bid Borrowing shall be LIBO Rate Advances denominated in any Foreign Currency.
Each Notice of Competitive Bid Borrowing shall be irrevocable and binding on such Borrower. The Agent or the Sub-Agent, as the case may be, shall in turn promptly notify each Lender of each request for a Competitive Bid Borrowing received by it from
a Borrower by sending such Lender a copy of the related Notice of Competitive Bid Borrowing. 
 (ii) Each Lender may, if, in
its sole discretion, it elects to do so, irrevocably offer to make one or more Competitive Bid Advances to the Borrower proposing the Competitive Bid Borrowing as part of such proposed Competitive Bid Borrowing at a rate or rates of interest
specified by such Lender in its sole discretion, by notifying the Agent or the Sub-Agent, as the case may be (which shall give prompt notice thereof to such Borrower), (A) before 9:30 A.M. (New York City time) on the date of such
proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of Fixed Rate Advances denominated in Dollars, (B) before 10:00 A.M. (New York City time) three Business Days before the date of such proposed Competitive
Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of LIBO Rate Advances denominated in Dollars, (C) before 12:00 noon (London time) on the Business Day prior to the date of such proposed Competitive Bid Borrowing, in the case
of a Competitive Bid Borrowing consisting of either Fixed Rate Advances denominated in any Foreign Currency or Local Rate Advances denominated in any Foreign Currency and (D) before 12:00 noon (London time) on the third Business Day prior to
the date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of LIBO Rate Advances denominated in any Foreign Currency, of the minimum amount and maximum amount of each Competitive Bid Advance which such
Lender would be willing to make as part of such proposed Competitive Bid Borrowing (which amounts or the Equivalent 

  

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thereof in Dollars, as the case may be, of such proposed Competitive Bid may, subject to the proviso to the first sentence of this Section 2.03(a),
exceed such Lender’s Commitment, if any), the rate or rates of interest therefor and such Lender’s Applicable Lending Office with respect to such Competitive Bid Advance; provided that if the Agent in its capacity as a Lender shall,
in its sole discretion, elect to make any such offer, it shall notify such Borrower of such offer at least 30 minutes before the time and on the date on which notice of such election is to be given to the Agent or to the Sub-Agent, as the case may
be, by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Agent before 10:00 A.M. (New York City time) or the Sub-Agent before 12:00 noon (London time) on the date on which notice of
such election is to be given to the Agent or to the Sub-Agent, as the case may be, by the other Lenders, and such Lender shall not be obligated to, and shall not, make any Competitive Bid Advance as part of such Competitive Bid Borrowing;
provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Bid Advance as part of such proposed Competitive Bid Borrowing. 
 (iii) The Borrower proposing the Competitive Bid Borrowing shall, in turn, (A) before 10:30 A.M. (New York City time) on
the date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of Fixed Rate Advances denominated in Dollars, (B) before 11:00 A.M. (New York City time) three Business Days before the date
of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of LIBO Rate Advances denominated in Dollars, (C) before 3:00 P.M. (London time) on the Business Day prior to the date of such proposed
Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of either Fixed Rate Advances denominated in any Foreign Currency or Local Rate Advances denominated in any Foreign Currency and (D) before 3:00 P.M. (London time)
on the third Business Day prior to the date of such Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of LIBO Rate Advances denominated in any Foreign Currency, either: 
 (x) cancel such Competitive Bid Borrowing by giving the Agent notice to that effect, or 
 (y) accept one or more of the offers made by any Lender or Lenders pursuant to paragraph (ii) above, in its sole discretion, by
giving notice to the Agent or to the Sub-Agent, as the case may be, of the amount of each Competitive Bid Advance (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, notified to such
Borrower by the Agent or the Sub-Agent, as the case may be, on behalf of such Lender for such Competitive Bid Advance pursuant to paragraph (ii) above) to be made by each Lender as part of such Competitive Bid Borrowing, and reject any
remaining offers made by Lenders pursuant to paragraph (ii) above by giving the Agent or the Sub-Agent, as the case may be, notice to that effect. Such Borrower shall accept the offers made by any Lender or Lenders to make Competitive Bid
Advances in order of the lowest to the highest rates of interest offered by such Lenders. If two or more Lenders have offered the same interest rate, the amount to be borrowed at such interest rate will be allocated among such Lenders in proportion
to the amount that each such Lender offered at such interest rate (with appropriate rounding, in the sole discretion of the Borrower proposing the Competitive Bid Borrowing, to assure that each accepted Competitive Bid Advance is an integral
multiple, in the case of any Competitive Bid Borrowing denominated in Dollars, of $1,000,000). 
 (iv) If the Borrower
proposing the Competitive Bid Borrowing notifies the Agent or the Sub-Agent, as the case may be, that such Competitive Bid Borrowing is canceled pursuant to paragraph (iii)(x) above, the Agent or the Sub-Agent, as the case may be, shall give
prompt notice thereof to the Lenders and such Competitive Bid Borrowing shall not be made. 
 (v) If the Borrower proposing
the Competitive Bid Borrowing accepts one or more of the offers made by any Lender or Lenders pursuant to paragraph (iii)(y) above, the Agent or the Sub-Agent, as the case may be, shall in turn promptly notify (A) each Lender that has made
an offer as described in 

  

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paragraph (ii) above, of the date and aggregate amount of such Competitive Bid Borrowing and whether or not any offer or offers made by such Lender
pursuant to paragraph (ii) above have been accepted by such Borrower, (B) each Lender that is to make a Competitive Bid Advance as part of such Competitive Bid Borrowing, of the amount of each Competitive Bid Advance to be made by such
Lender as part of such Competitive Bid Borrowing, and (C) each Lender that is to make a Competitive Bid Advance as part of such Competitive Bid Borrowing, upon receipt, that the Agent or the Sub-Agent, as the case may be, has received forms of
documents appearing to fulfill the applicable conditions set forth in Article III. Each Lender that is to make a Competitive Bid Advance as part of such Competitive Bid Borrowing shall, before 11:00 A.M. (New York City time), in the case of
Competitive Bid Advances to be denominated in Dollars or 11:00 A.M. (London time), in the case of Competitive Bid Advances to be denominated in any Foreign Currency, on the date of such Competitive Bid Borrowing specified in the notice received from
the Agent or the Sub-Agent, as the case may be, pursuant to clause (A) of the preceding sentence or any later time when such Lender shall have received notice from the Agent or the Sub-Agent, as the case may be pursuant to clause (C) of
the preceding sentence, make available for the account of its Applicable Lending Office to the Agent (x) in the case of a Competitive Bid Borrowing denominated in Dollars, at its address referred to in Section 9.02, in same day funds, such
Lender’s portion of such Competitive Bid Borrowing in Dollars and (y) in the case of a Competitive Bid Borrowing in a Foreign Currency, at the Payment Office for such Foreign Currency as shall have been notified by the Agent to the Lenders
prior thereto, in same day funds, such Lender’s portion of such Competitive Bid Borrowing in such Foreign Currency. Upon fulfillment of the applicable conditions set forth in Article III and after receipt by the Agent of such funds, the Agent
will make such funds available to such Borrower at the location specified by such Borrower in its Notice of Competitive Bid Borrowing. Promptly after each Competitive Bid Borrowing the Agent will notify each Lender of the amount of the Competitive
Bid Borrowing, the consequent Competitive Bid Reduction and the dates upon which such Competitive Bid Reduction commenced and will terminate. 
 (vi) If the Borrower proposing the Competitive Bid Borrowing notifies the Agent or the Sub-Agent, as the case may be, that it accepts one or more of the offers made by any Lender or Lenders pursuant to
paragraph (iii)(y) above, such notice of acceptance shall be irrevocable and binding on such Borrower. Such Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on
or before the date specified in the related Notice of Competitive Bid Borrowing for such Competitive Bid Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (excluding loss of anticipated
profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Competitive Bid Advance to be made by such Lender as part of such Competitive Bid Borrowing when such
Competitive Bid Advance, as a result of such failure, is not made on such date. 
 (b) Each Competitive Bid Borrowing shall be in an
aggregate amount of $5,000,000 (or the Equivalent thereof in any Foreign Currency, determined as of the time of the applicable Notice of Competitive Bid Borrowing) or an integral multiple of $1,000,000 (or the Equivalent thereof in any Foreign
Currency, determined as of the time of the applicable Notice of Competitive Bid Borrowing) in excess thereof and, following the making of each Competitive Bid Borrowing, the Borrowers shall be in compliance with the limitation set forth in the
proviso to the first sentence of subsection (a) above. 
 (c) Within the limits and on the conditions set forth in this
Section 2.03, any Borrower may from time to time borrow under this Section 2.03, repay or prepay pursuant to subsection (d) below, and reborrow under this Section 2.03, provided that a Competitive Bid Borrowing shall not
be made within three Business Days of the date of any other Competitive Bid Borrowing. 
 (d) Each Borrower that has borrowed through a
Competitive Bid Borrowing shall repay to the Agent for the account of each Lender that has made a Competitive Bid Advance, on the maturity date of each Competitive Bid Advance (such maturity date being that specified by such Borrower for repayment
of such Competitive Bid Advance in the related Notice of Competitive Bid Borrowing delivered pursuant to subsection (a)(i) above and provided in the Competitive Bid Note evidencing such Competitive Bid Advance), the then unpaid principal amount
of such Competitive Bid Advance. No Borrower shall have any right to prepay any 

  

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principal amount of any Competitive Bid Advance unless, and then only on the terms, specified by such Borrower for such Competitive Bid Advance in the
related Notice of Competitive Bid Borrowing delivered pursuant to subsection (a)(i) above and set forth in the Competitive Bid Note evidencing such Competitive Bid Advance or except in connection with an assignment of such Lender’s
Commitments as a result of a demand by the Company under Section 9.07(a). 
 (e) Each Borrower that has borrowed through a Competitive
Bid Borrowing shall pay interest on the unpaid principal amount of each Competitive Bid Advance from the date of such Competitive Bid Advance to the date the principal amount of such Competitive Bid Advance is repaid in full, at the rate of interest
for such Competitive Bid Advance specified by the Lender making such Competitive Bid Advance in its notice with respect thereto delivered pursuant to subsection (a)(ii) above, payable on the interest payment date or dates specified by such
Borrower for such Competitive Bid Advance in the related Notice of Competitive Bid Borrowing delivered pursuant to subsection (a)(i) above, as provided in the Competitive Bid Note evidencing such Competitive Bid Advance. Upon the occurrence and
during the continuance of an Event of Default under Section 6.01(a), such Borrower shall pay interest on the amount of unpaid principal of and interest on each Competitive Bid Advance owing to a Lender, payable in arrears on the date or dates
interest is payable thereon, at a rate per annum equal at all times to 2% per annum above the rate per annum required to be paid on such Competitive Bid Advance under the terms of the Competitive Bid Note evidencing such Competitive Bid Advance
unless otherwise agreed in such Competitive Bid Note. 
 (f) The indebtedness of any Borrower resulting from each Competitive Bid Advance
made to such Borrower as part of a Competitive Bid Borrowing shall be evidenced by a separate Competitive Bid Note of such Borrower payable to the order of the Lender making such Competitive Bid Advance. 
 SECTION 2.04. Fees. (a) Facility Fee. The Company agrees to pay to the Agent for the account of each Lender a facility fee on the
aggregate amount of such Lender’s Commitment from the Effective Date in the case of each Initial Lender and from the effective date specified in the Assumption Agreement or in the Assignment and Acceptance pursuant to which it became a Lender
in the case of each other Lender until the Termination Date at a rate per annum equal to the Applicable Percentage in effect from time to time, payable in arrears quarterly on the last day of each March, June, September and December, commencing
June 30, 2007, and on the Termination Date. 
 (b) Agent’s Fees. The Company shall pay to the Agent for its own account such
fees as may from time to time be agreed between the Company and the Agent. 
 SECTION 2.05. Optional Termination or Reduction of the
Commitments. The Company shall have the right, upon at least three Business Days’ notice to the Agent, to terminate in whole or reduce ratably in part the unused portions of the respective Commitments of the Lenders, provided that
each partial reduction shall be in the aggregate amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof, and provided further that the aggregate amount of the Commitments of the Lenders shall not be reduced to an amount
that is less than the aggregate principal amount of the Competitive Bid Advances denominated in Dollars then outstanding plus the Equivalent in Dollars (determined as of the date of the notice of prepayment) of the aggregate principal amount of the
Competitive Bid Advances denominated in Foreign Currencies then outstanding. 
 SECTION 2.06. Repayment of Revolving Credit Advances.
Each Borrower shall repay to the Agent for the ratable account of the Lenders on the Termination Date the aggregate principal amount of the Revolving Credit Advances made to it and then outstanding. 
 SECTION 2.07. Interest on Revolving Credit Advances. (a) Scheduled Interest. Each Borrower shall pay interest on the unpaid principal
amount of each Revolving Credit Advance made to it and owing to each Lender from the date of such Revolving Credit Advance until such principal amount shall be paid in full, at the following rates per annum: 
 (i) Base Rate Advances. During such periods as such Revolving Credit Advance is a Base Rate Advance, a rate per annum equal at all
times to the sum of (x) the Base Rate in effect from time to time plus (y) the Applicable Margin in effect from time to time plus (z) the Applicable Utilization Fee in effect from time to time, payable in arrears
quarterly on the last day of each March, June, September and December during such periods and on the date such Base Rate Advance shall be Converted or paid in full. 
  

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 (ii) Eurocurrency Rate Advances. During such periods as such Revolving Credit
Advance is a Eurocurrency Rate Advance, a rate per annum equal at all times during each Interest Period for such Revolving Credit Advance to the sum of (x) the Eurocurrency Rate for such Interest Period for such Revolving Credit Advance
plus (y) the Applicable Margin in effect from time to time plus (z) the Applicable Utilization Fee in effect from time to time, payable in arrears on the last day of such Interest Period and, if such Interest Period has a
duration of more than three months, on each day that occurs during such Interest Period every three months from the first day of such Interest Period and on the date such Eurocurrency Rate Advance shall be Converted or paid in full. 
 (b) Default Interest. Upon the occurrence and during the continuance of an Event of Default under Section 6.01(a), the Borrowers shall pay
interest on (i) the unpaid principal amount of each Revolving Credit Advance owing to each Lender, payable in arrears on the dates referred to in clause (a)(i) or (a)(ii) above, at a rate per annum equal at all times to 2% per annum
above the rate per annum required to be paid on such Revolving Credit Advance pursuant to clause (a)(i) or (a)(ii) above and (ii) to the fullest extent permitted by law, the amount of any interest, fee or other amount payable hereunder
that is not paid when due, from the date such amount shall be due until such amount shall be paid in full, payable in arrears on the date such amount shall be paid in full and on demand, at a rate per annum equal at all times to 2% per annum
above the rate per annum required to be paid on Base Rate Advances pursuant to clause (a)(i) above. 
 SECTION 2.08. Interest Rate
Determination. (a) The Agent shall give prompt notice to the Company and the Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.07(a)(i) or (ii), and the rate, if any, furnished by each Reference
Bank for the purpose of determining the interest rate under Section 2.07(a)(ii). 
 (b) If, with respect to any Eurocurrency Rate
Advances, the Required Lenders notify the Agent that (i) they are unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient
amounts to fund their respective Revolving Credit Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required
Lenders of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Agent shall forthwith so notify the Company and the Lenders, whereupon (A) the Borrowers will, on the last day of the then
existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances
are denominated in any Committed Currency, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Lenders to
make, or to Convert Revolving Credit Advances into, Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist. 
 (c) If any Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions
contained in the definition of “Interest Period” in Section 1.01, the Agent will forthwith so notify such Borrower and the Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor,
(i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, continue as Eurocurrency Rate Advances having an
Interest Period of one month. 
 (d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances denominated in
Dollars comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the $5,000,000, such Advances shall automatically Convert into Base Rate Advances. 
  

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 (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a),
(i) each Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into Base Rate Advances and (B) if
such Eurocurrency Rate Advances are denominated in any Committed Currency, be exchanged for an Equivalent amount of Dollars and be Converted into Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into,
Eurocurrency Rate Advances shall be suspended. 
 (f) If the relevant Moneyline Telerate Markets page is unavailable and fewer than two
Reference Banks furnish timely information to the Agent for determining the Eurocurrency Rate or LIBO Rate for any Eurocurrency Rate Advances or LIBO Rate Advances, as the case may be, 
 (i) the Agent shall forthwith notify the applicable Borrower and the Lenders that the interest rate cannot be determined for such
Eurocurrency Rate Advances or LIBO Rate Advances, as the case may be, 
 (ii) with respect to Eurocurrency Rate Advances, each
such Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, Convert into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is
denominated in any Committed Currency, be prepaid by the applicable Borrower or be automatically exchanged for an Equivalent amount of Dollars and be Converted into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue
as a Base Rate Advance), and 
 (iii) the obligation of the Lenders to make Eurocurrency Rate Advances or LIBO Rate Advances
or to Convert Revolving Credit Advances into Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist. 
 SECTION 2.09. Optional Conversion of Revolving Credit Advances. The Borrower of any Revolving Credit Advance may on any Business Day, upon notice
given to the Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Conversion and subject to the provisions of Sections 2.08 and 2.12, Convert all Revolving Credit Advances
denominated in Dollars of one Type comprising the same Borrowing into Revolving Credit Advances denominated in Dollars of the other Type; provided, however, that any Conversion of Eurocurrency Rate Advances into Base Rate Advances
shall be made only on the last day of an Interest Period for such Eurocurrency Rate Advances, any Conversion of Base Rate Advances into Eurocurrency Rate Advances shall be in an amount not less than the minimum amount specified in
Section 2.02(b) and no Conversion of any Revolving Credit Advances shall result in more separate Revolving Credit Borrowings than permitted under Section 2.02(b). Each such notice of a Conversion shall, within the restrictions specified
above, specify (i) the date of such Conversion, (ii) the Dollar denominated Revolving Credit Advances to be Converted, and (iii) if such Conversion is into Eurocurrency Rate Advances, the duration of the initial Interest Period for
each such Advance. Each notice of Conversion shall be irrevocable and binding on the Borrower giving such notice. 
 SECTION 2.10.
Prepayments of Revolving Credit Advances. (a) Optional. Each Borrower may, upon notice at least two Business Days’ prior to the date of such prepayment, in the case of Eurocurrency Rate Advances, and not later than 11:00 A.M.
(New York City time) on the date of such prepayment, in the case of Base Rate Advances, to the Agent stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given such Borrower shall, prepay the outstanding
principal amount of the Revolving Credit Advances comprising part of the same Revolving Credit Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided,
however, that (x) each partial prepayment shall be in an aggregate principal amount of not less than $5,000,000 (or the Equivalent thereof in any Committed Currency) or an integral multiple of $1,000,000 (or the Equivalent thereof in any
Committed Currency) in excess thereof and (y) in the event of any such prepayment of a Eurocurrency Rate Advance, such Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 9.04(c). 
  

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 (b) Mandatory. (i) If, on any date, the Agent notifies the Company that, on the date that is
the last Business Day of any fiscal quarter, the sum of (A) the aggregate principal amount of all Advances denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such
interest payment date) of the aggregate principal amount of all Advances denominated in Foreign Currencies then outstanding exceeds 105% of the aggregate Commitments of the Lenders on such date, the Borrowers shall, as soon as practicable and in any
event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrowers in an aggregate amount sufficient to reduce such sum
to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate
principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances
then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Fixed Rate
Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Company and the Lenders, and shall provide
prompt notice to the Company of any such notice of required prepayment received by it from any Lender. 
 (ii) Each prepayment made pursuant
to this Section 2.10(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance or a Local Rate
Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the applicable Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04(c). The Agent
shall give prompt notice of any prepayment required under this Section 2.10(b) to the Company and the Lenders. 
 SECTION 2.11.
Increased Costs. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental
authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making,
funding or maintaining Eurocurrency Rate Advances or LIBO Rate Advances (excluding for purposes of this Section 2.11 any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.14 shall govern) and
(ii) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any
political subdivision thereof), then the Company shall from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender
for such increased cost. A certificate as to the amount of such increased cost, submitted to the Company and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. 
 (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority
(whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon
the existence of such Lender’s commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Agent), the Company shall pay to the Agent for the account of such Lender, from
time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable
to the existence of such Lender’s commitment to lend hereunder. A certificate as to such amounts submitted to the Company and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. 
 (c) Notwithstanding the foregoing, the Company shall not be required to compensate a Lender pursuant to this Section 2.11 for any amounts incurred
more than six months prior to the date that such Lender notifies the Company of such Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such
six-month period shall be extended to include the period of such retroactive effect. 
  

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 SECTION 2.12. Illegality. Notwithstanding any other provision of this Agreement, if any Lender
shall notify the Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for any Lender or its Eurocurrency
Lending Office to perform its obligations hereunder to make Eurocurrency Rate Advances or LIBO Rate Advances in Dollars or any Committed Currency or to fund or maintain Eurocurrency Rate Advances in Dollars or any Committed Currency or LIBO Rate
Advances in Dollars or any Foreign Currency hereunder, (a) each Eurocurrency Rate Advance or LIBO Rate Advance, as the case may be, will automatically, upon such demand (i) if such Eurocurrency Rate Advance or LIBO Rate Advance is
denominated in Dollars, be Converted into a Base Rate Advance or an Advance that bears interest at the rate set forth in Section 2.07(a)(i), as the case may be, and (ii) if such Eurocurrency Rate Advance or LIBO Rate Advance is denominated
in any Foreign Currency, be exchanged into an Equivalent amount of Dollars and be Converted into a Base Rate Advance or an Advance that bears interest at the rate set forth in Section 2.07(a)(i), as the case may be, and (b) the obligation
of the Lenders to make Eurocurrency Rate Advances or LIBO Rate Advances or to Convert Revolving Credit Advances into Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Company and the Lenders that the circumstances
causing such suspension no longer exist. 
 SECTION 2.13. Payments and Computations. (a) Each Borrower shall make each payment
hereunder (except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currency), irrespective of any right of counterclaim or set-off, not later than 11:00 A.M. (New York City time)
on the day when due in Dollars to the Agent by deposit of such funds to the applicable Agent’s Account in same day funds. Each Borrower shall make each payment hereunder with respect to principal of, interest on, and other amounts relating to,
Advances denominated in a Foreign Currency, irrespective of any right of counterclaim or set-off, not later than 11:00 A.M. (at the Payment Office for such Foreign Currency) on the day when due in such Foreign Currency to the Agent, by deposit
of such funds to the applicable Agent’s Account in same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable
pursuant to Section 2.03, 2.11, 2.14 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of
its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18, and upon the
Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date the Agent shall make all payments hereunder and under any Notes issued in
connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(c), from and
after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment
and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. 
 (b) All computations of interest based on the Base Rate shall be made by the Agent on the basis of a year of 365 or 366 days, as the case may be, all computations of interest based on the Eurocurrency Rate, the LIBO Rate or the Federal
Funds Rate or in respect of Fixed Rate Advances and of fees shall be made by the Agent on the basis of a year of 360 days and computations in respect of Competitive Bid Advances shall be made by the Agent or the Sub-Agent, as the case may be, as
specified in the applicable Notice of Competitive Bid Borrowing (or, in each case of Advances denominated in Foreign Currencies where market practice differs, in accordance with market practice), in each case for the actual number of days (including
the first day but excluding the last day) occurring in the period for which such interest or facility fees are payable. Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest
error. 
 (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment
shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility fee, as the case may be; provided, however, that, if such extension
would cause payment of interest on or principal of Eurocurrency Rate Advances or LIBO Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. 
  

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 (d) Unless the Agent shall have received notice from any Borrower prior to the time on which any payment
is due to the Lenders hereunder that such Borrower will not make such payment in full, the Agent may assume that such Borrower has made such payment in full to the Agent on such date and the 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 such Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the 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 Agent, at (i) the Federal Funds Rate in the case of
Advances denominated in Dollars or (ii) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Foreign Currencies. 
 (e) To the extent that the Agent receives funds for application to the amounts owing by any Borrower under or in respect of this Agreement or any Note in currencies other than the currency or currencies required to
enable the Agent to distribute funds to the Lenders in accordance with the terms of this Section 2.13, the Agent shall be entitled to convert or exchange such funds into Dollars or into a Foreign Currency or from Dollars to a Foreign Currency
or from a Foreign Currency to Dollars, as the case may be, to the extent necessary to enable the Agent to distribute such funds in accordance with the terms of this Section 2.13; provided that each Borrower and each of the Lenders hereby
agree that the Agent shall not be liable or responsible for any loss, cost or expense suffered by such Borrower or such Lender as a result of any conversion or exchange of currencies affected pursuant to this Section 2.13(e) or as a result of
the failure of the Agent to effect any such conversion or exchange; and provided further that the Borrowers agree to indemnify the Agent and each Lender, and hold the Agent and each Lender harmless, for any and all losses, costs and expenses
incurred by the Agent or any Lender for any conversion or exchange of currencies (or the failure to convert or exchange any currencies) in accordance with this Section 2.13(e). 
 SECTION 2.14. Taxes. (a) Any and all payments by each Borrower hereunder or under the Notes shall be made, in accordance with
Section 2.13, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender and the
Agent, taxes imposed on its overall net income, and franchise taxes imposed on it in lieu of net income taxes, by the jurisdiction under the laws of which such Lender or the Agent (as the case may be) is organized or any political subdivision
thereof and, in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it in lieu of net income taxes, by the jurisdiction of such Lender’s Applicable Lending Office or any political subdivision thereof
or any other jurisdiction that is imposed on the Agent or any Lender as a result of a present or former connection between the Agent or such Lender and such jurisdiction (other than any such connection arising solely from the Agent or such Lender
having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or the Notes) (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities in respect of payments
hereunder or under the Notes being hereinafter referred to as “Taxes”). If any Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Note to any Lender or the Agent,
(i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.14) such Lender or the 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 Borrower shall make such deductions and (iii) such Borrower shall pay the full amount deducted to the relevant taxation authority or
other authority in accordance with applicable law. 
 (b) In addition, the Company shall pay any present or future stamp or documentary taxes
or any other excise or property taxes, charges or similar levies that arise from any payment made hereunder or under the Notes or from the execution, delivery or registration of, performing under, or otherwise with respect to, this Agreement or the
Notes (hereinafter referred to as “Other Taxes”). 
 (c) Each Borrower shall indemnify each Lender and the Agent for and
hold it harmless against the full amount of Taxes or Other Taxes (including, without limitation, taxes of any kind imposed by any jurisdiction on amounts payable under this Section 2.14) imposed on or paid by such Lender or the Agent (as the


  

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case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. This indemnification shall be made
within 30 days from the date such Lender or the Agent (as the case may be) makes written demand therefor. 
 (d) Within 30 days after the
date of any payment of Taxes, each Borrower shall furnish to the Agent, at its address referred to in Section 9.02, the original or a certified copy of a receipt evidencing such payment. In the case of any payment hereunder or under the Notes
by or on behalf of such Borrower through an account or branch outside the United States or by or on behalf of such Borrower by a payor that is not a United States person, if such Borrower determines that no Taxes are payable in respect thereof, such
Borrower shall furnish, or shall cause such payor to furnish, to the Agent, at such address, an opinion of counsel acceptable to the Agent stating that such payment is exempt from Taxes. For purposes of this subsection (d) and subsection (e),
the terms “United States” and “United States person” shall have the meanings specified in Section 7701 of the Internal Revenue Code. 
 (e) Each Lender organized under the laws of a jurisdiction outside the United States, on or prior to the date of its execution and delivery of this
Agreement in the case of each Initial Lender and on the date of the Assumption Agreement or the Assignment and Acceptance pursuant to which it becomes a Lender in the case of each other Lender, and from time to time thereafter as requested in
writing by the Company (but only so long as such Lender remains lawfully able to do so), shall provide each of the Agent and the Company with two original Internal Revenue Service forms W-8BEN or W-8ECI, as appropriate, or any successor or
other form prescribed by the Internal Revenue Service, certifying that such Lender is exempt from or entitled to a reduced rate of United States withholding tax on payments pursuant to this Agreement or the Notes. If the form provided by a Lender at
the time such Lender first becomes a party to this Agreement indicates a United States interest withholding tax rate in excess of zero, withholding tax at such rate shall be considered excluded from Taxes unless and until such Lender provides the
appropriate forms certifying that a lesser rate applies, whereupon withholding tax at such lesser rate only shall be considered excluded from Taxes for periods governed by such form; provided, however, that, if at the date of the
Assignment and Acceptance pursuant to which a Lender assignee becomes a party to this Agreement, the Lender assignor was entitled to payments under subsection (a) in respect of United States withholding tax with respect to interest paid at such
date, then, to such extent, the term Taxes shall include (in addition to withholding taxes that may be imposed in the future or other amounts otherwise includable in Taxes) United States withholding tax, if any, applicable with respect to the Lender
assignee on such date. If any form or document referred to in this subsection (e) requires the disclosure of information, other than information necessary to compute the tax payable and information required on the date hereof by Internal
Revenue Service form W-8BEN or W-8ECI, that the Lender reasonably considers to be confidential, the Lender shall give notice thereof to the Company and shall not be obligated to include in such form or document such confidential information.

 (f) For any period with respect to which a Lender has failed to provide the Company with the appropriate form described in
Section 2.14(e) (other than if such failure is due to a change in law occurring subsequent to the date on which a form originally was required to be provided, or if such form otherwise is not required under subsection (e) above),
such Lender shall not be entitled to indemnification under Section 2.14(a) or (c) with respect to Taxes imposed by the United States by reason of such failure; provided, however, that should a Lender become subject to Taxes
because of its failure to deliver a form required hereunder, the Company shall take such steps as the Lender shall reasonably request to assist the Lender to recover such Taxes. 
 (g) Any Lender claiming any additional amounts payable pursuant to this Section 2.14 agrees to use reasonable efforts (consistent with its internal
policy and legal and regulatory restrictions) to change the jurisdiction of its Eurocurrency Lending Office if the making of such a change would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue and
would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. 
 SECTION 2.15. Sharing of Payments,
Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.11, 2.14 or
9.04(c)) in excess of its ratable share of payments on account of the Revolving Credit Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Revolving Credit Advances owing to
them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all 

  

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or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender
shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (i) the amount of such Lender’s required repayment to
(ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower agrees that any Lender so purchasing a
participation from another Lender pursuant to this Section 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were
the direct creditor of such Borrower in the amount of such participation. 
 SECTION 2.16. Evidence of Debt. (a) Each Lender
shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of each Borrower to such Lender resulting from each Revolving Credit Advance owing to such Lender from time to time, including the amounts of
principal and interest payable and paid to such Lender from time to time hereunder in respect of Revolving Credit Advances. Each Borrower agrees that upon notice by any Lender to such Borrower (with a copy of such notice to the Agent) to the effect
that a Revolving Credit Note is required or appropriate in order for such Lender to evidence (whether for purposes of pledge, enforcement or otherwise) the Revolving Credit Advances owing to, or to be made by, such Lender, such Borrower shall
promptly execute and deliver to such Lender a Revolving Credit Note payable to the order of such Lender in a principal amount up to the Commitment of such Lender. 
 (b) The Register maintained by the Agent pursuant to Section 9.07(d) shall include a control account, and a subsidiary account for each Lender, in which accounts (taken together) shall be recorded (i) the
date and amount of each Borrowing made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each Assumption Agreement and each Assignment and Acceptance
delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from each Borrower to each Lender hereunder and (iv) the amount of any sum received by the Agent from such Borrower
hereunder and each Lender’s share thereof. 
 (c) Entries made in good faith by the Agent in the Register pursuant to subsection
(b) above, and by each Lender in its account or accounts pursuant to subsection (a) above, shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from each Borrower to, in
the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest error; provided, however, that the failure of the Agent or such Lender to make an entry, or any
finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of any Borrower under this Agreement. 
 SECTION 2.17. Use of Proceeds. The proceeds of the Advances shall be available (and each Borrower agrees that it shall use such proceeds) for general corporate purposes of the Company and its Subsidiaries,
including commercial paper backstop. 
 SECTION 2.18. Increase in the Aggregate Commitments. (a) The Company may, at any time but
in any event not more than once in any calendar year prior to the Termination Date, by notice to the Agent, request that the aggregate amount of the Commitment be increased by a minimum amount of $25,000,000 (each a “Commitment
Increase”) to be effective as of a date that is at least 90 days prior to the scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Agent; provided, however
that (i) in no event shall the aggregate amount of the Commitments at any time exceed $250,000,000 and (ii) on the date of any request by the Company for a Commitment Increase and on the related Increase Date, the Company’s Debt
Ratings are at least BBB- from S&P or Baa3 from Moody’s, or if no Debt Rating is available from S&P or Moody’s, the Company’s Debt/Total Capital Ratio is not more than 0.50:1.00, and the applicable conditions set forth in
Section 3.03 shall be satisfied. 
 (b) The Agent shall promptly notify the Lenders of a request by the Company for a Commitment
Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders wishing to participate in the Commitment Increase must commit to
an increase in the amount of their respective Commitments (the “Commitment Date”). Each Lender that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) 

  

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shall, in its sole discretion, give written notice to the Agent on or prior to the Commitment Date of the amount by which it is willing to increase its
Commitment. If the Lenders notify the Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be
allocated among the Lenders willing to participate therein in such amounts as are agreed between the Company and the Agent. 
 (c) Promptly
following each Commitment Date, the Agent shall notify the Company as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to
participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Company may extend offers to one or more Eligible Assignees to participate in any portion of the requested
Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in a minimum amount of $5,000,000. 
 (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with
Section 2.18(c) (each such Eligible Assignee, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase
shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.18(b)) as of such Increase Date; provided, however, that the Agent shall have received on or before such
Increase Date the following, each dated such date: 
 (i) (A) certified copies of resolutions of the Board of Directors of the
Company or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement, (B) an opinion of counsel for the Company (which may be in-house counsel), in substantially the form of
Exhibit D hereto and (C) a consent of the Company approving the Commitment Increase and the corresponding modifications to this Agreement; 
 (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Company and the Agent (each an “Assumption Agreement”), duly executed by such Eligible
Assignee, the Agent and the Company; 
 (iii) confirmation from each Increasing Lender of the increase in the amount of its
Commitment in a writing satisfactory to the Company and the Agent; and 
 (iv) if any Revolving Credit Advances are then
outstanding, a Notice of Revolving Credit Borrowing for Advances to be made by only the Increasing Lenders and the Assuming Lenders under this Section 2.18 in an aggregate amount equal to the amount which, after giving effect to such Advances,
will result in the aggregate Revolving Credit Advances made by all Lenders to be ratable in proportion to their respective Commitments after giving effect to such Commitment Increase, and of a Type and for an Interest Period which will, to the
extent practicable, result in each Lender having funded Advances of the same Type and for co-terminus Interest Periods. 
 On each Increase Date, upon
fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.18(d), the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Company, on or before 1:00 P.M. (New York
City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date.

 ARTICLE III 
 CONDITIONS TO
EFFECTIVENESS AND LENDING 
 SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and
2.03 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied: 
 (a) Except as disclosed in the financial statements delivered pursuant to Section 4.01(e) or in any public filing made with the Securities and
Exchange Commission by the Company prior to the date of this Agreement, there shall have occurred no Material Adverse Change since June 30, 2006. 
  

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 (b) There shall exist no action, suit, investigation, litigation or proceeding affecting
the Company or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 3.01(b)
hereto (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. 
 (c) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have
been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. 
 (d) The Company shall have notified the Agent in writing as to the proposed Effective Date. 
 (e) The Company shall
have paid all accrued fees and expenses of the Agent and the Lenders (including the accrued fees and expenses of counsel to the Agent). 
 (f) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective
Date, stating that: 
 (i) The representations and warranties contained in Section 4.01 are correct on and as of the
Effective Date, and 
 (ii) No event has occurred and is continuing that constitutes a Default. 
 (g) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory
to the Agent: 
 (i) The Revolving Credit Notes to the order of the Lenders to the extent requested by any Lender pursuant to
Section 2.16. 
 (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this
Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes. 
 (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of
the Company authorized to sign this Agreement and the Notes and the other documents to be delivered by it hereunder. 
 (iv) A
favorable opinion of Thomas Livingston, counsel for the Company and the Company, substantially in the form of Exhibit D hereto and as to such other matters as any Lender through the Agent may reasonably request. 
 (v) A favorable opinion of Shearman & Sterling LLP, counsel for the Agent, in form and substance satisfactory to the Agent.

 (h) The Borrower shall have terminated the commitments of the lenders, and repaid or prepaid all outstanding obligations
under, the Credit Agreement dated as of April 15, 2005 among the Borrower, the banks parties thereto and Citibank, N.A., as agent, and each of the Lenders that is a party to 

  

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such Credit Agreement hereby waives the requirement of Section 2.05 of such Credit Agreement to the extent that such provision requires prior notice to
terminate the commitments of the lenders under such Credit Agreement. 
 SECTION 3.02. Conditions Precedent to Initial Advance to Each
Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary is subject to the receipt by the Agent on or before the date of such initial Advance of each of the following, in form and substance
reasonably satisfactory to the Agent and dated such date, and (except for the Revolving Credit Notes) in sufficient copies for each Lender: 
 (a) The Revolving Credit Notes of such Designated Subsidiary to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16. 
 (b) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary (with a certified English translation if
the original thereof is not in English) approving this Agreement and the Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement. 
 (c) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such
Designated Subsidiary authorized to sign its Designation Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunder. 
 (d) A certificate signed by a duly authorized officer of the Company, certifying that such Designated Subsidiary has obtained all
governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver its Designation
Agreement and the Notes to be delivered by it and to perform its obligations hereunder and thereunder. 
 (e) A Designation
Agreement duly executed by such Designated Subsidiary and the Company. 
 (f) Favorable opinions of counsel (which may be
in-house counsel) to such Designated Subsidiary substantially in the form of Exhibit D hereto, and as to such other matters as any Lender through the Agent may request. 
 (g) Such other approvals, opinions or documents as any Lender, through the Agent may reasonably request. 
 SECTION 3.03. Conditions Precedent to Each Revolving Credit Borrowing and Each Commitment Increase. The obligation of each Lender to make a
Revolving Credit Advance on the occasion of each Revolving Credit Borrowing and each Commitment Increase shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Revolving Credit Borrowing or
such Commitment Increase, as the case may be, the following statements shall be true (and each of the giving of the applicable Notice of Revolving Credit Borrowing and the acceptance by any Borrower of the proceeds of such Revolving Credit Borrowing
and the request for a Commitment Increase shall constitute a representation and warranty by such Borrower that on the date of such Borrowing or such Commitment Increase such statements are true): 
 (a) the representations and warranties contained in Section 4.01 (except the representations set forth in the last sentence of
subsection (e) thereof and in subsection (f)(i) thereof) and, in the case of any Revolving Credit Borrowing made to a Designated Subsidiary, in the Designation Agreement for such Designated Subsidiary, are correct on and as of such date
(except as such representations and warranties expressly relate to another date, in which case such representations and warranties are correct as of such other date), before and after giving effect to such Revolving Credit Borrowing and to the
application of the proceeds therefrom or before and after giving effect to such Commitment Increase, as the case may be, as though made on and as of such date, and 
  

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 (b) no event has occurred and is continuing, or would result from such Revolving Credit
Borrowing or from the application of the proceeds therefrom or before and after giving effect to such Commitment Increase, as the case may be, that constitutes a Default. 
 SECTION 3.04. Conditions Precedent to Each Competitive Bid Borrowing. The obligation of each Lender that is to make a Competitive Bid Advance on the occasion of a Competitive Bid Borrowing to make such
Competitive Bid Advance as part of such Competitive Bid Borrowing is subject to the conditions precedent that (i) the Agent shall have received the written confirmatory Notice of Competitive Bid Borrowing with respect thereto, (ii) on or
before the date of such Competitive Bid Borrowing, but prior to such Competitive Bid Borrowing, the Agent shall have received a Competitive Bid Note payable to the order of such Lender for each of the one or more Competitive Bid Advances to be made
by such Lender as part of such Competitive Bid Borrowing, in a principal amount equal to the principal amount of the Competitive Bid Advance to be evidenced thereby and otherwise on such terms as were agreed to for such Competitive Bid Advance in
accordance with Section 2.03, and (iii) on the date of such Competitive Bid Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Competitive Bid Borrowing and the acceptance by the Borrower
requesting such Competitive Bid Borrowing of the proceeds of such Competitive Bid Borrowing shall constitute a representation and warranty by such Borrower that on the date of such Competitive Bid Borrowing such statements are true): 
 (a) the representations and warranties contained in Section 4.01 (except the representations set forth in the last sentence of
subsection (e) thereof and in subsection (f)(i) thereof) and, in the case of any Competitive Bid Borrowing made to a Designated Subsidiary, in the Designation Agreement for such Designated Subsidiary, are correct on and as of the date
(except as such representations and warranties expressly relate to another date, in which case such representations and warranties are correct as of such other date) of such Competitive Bid Borrowing, before and after giving effect to such
Competitive Bid Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and 
 (b)
no event has occurred and is continuing, or would result from such Competitive Bid Borrowing or from the application of the proceeds therefrom, that constitutes a Default. 
 SECTION 3.05. Determinations Under Section 3.01. For purposes of determining compliance with the conditions specified in Section 3.01,
each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document, condition or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an
officer of the Agent responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to the date that the Company, by notice to the Lenders, designates as the proposed Effective Date, specifying its
objection thereto. The Agent shall promptly notify the Lenders of the occurrence of the Effective Date. 
 ARTICLE IV 
 REPRESENTATIONS AND WARRANTIES 
 SECTION
4.01. Representations and Warranties of the Company. The Company represents and warrants as follows: 
 (a) The Company
is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. 
 (b) The
execution, delivery and performance by the Company of this Agreement and any Notes to be delivered by it, and the consummation of the transactions contemplated hereby, are within the Company’s corporate powers, have been duly authorized by all
necessary corporate action, and do not contravene (i) the Company’s charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Company. 
  

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 (c) No authorization or approval or other action by, and no notice to or filing with, any
governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Company of this Agreement or any Notes to be delivered by it. 
 (d) This Agreement has been, and each of the Notes, if any, to be delivered by it when delivered hereunder will have been, duly executed
and delivered by the Company. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Company enforceable against the Company in accordance with their respective terms except as
enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by
proceedings in equity or at law). 
 (e) The Consolidated balance sheet of the Company and its Subsidiaries as at
June 30, 2006, and the related Consolidated statements of income and cash flows of the Company and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of PricewaterhouseCoopers LLP, independent public accountants, and the
Consolidated balance sheet of the Company and its Subsidiaries as at December 31, 2006, and the related Consolidated statements of income and cash flows of the Company and its Subsidiaries for the six months then ended, duly certified by the
chief financial officer or chief accounting officer of the Company, copies of which have been made available to each Lender, fairly present in all material respects, subject, in the case of said balance sheet as at December 31, 2006, and said
statements of income and cash flows for the six months then ended, to year-end audit adjustments, the Consolidated financial condition of the Company and its Subsidiaries as at such dates and the Consolidated results of the operations of the Company
and its Subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles consistently applied. Except as disclosed in the financial statements delivered pursuant to this subsection (e) or in any
public filing made with the Securities and Exchange Commission by the Company prior to the date of this Agreement, since June 30, 2006, there has been no Material Adverse Change. 
 (f) There is no pending or threatened action, suit, investigation, litigation or proceeding, including, without limitation, any
Environmental Action, affecting the Company or any of its Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect (other than the Disclosed Litigation) or
(ii) purports to affect the legality, validity or enforceability of this Agreement or any Note. 
 (g) Following
application of the proceeds of each Advance, not more than 25 percent of the value of the assets (the Company and its Subsidiaries on a Consolidated basis) subject to the provisions of Section 5.02(a) or subject to any restriction contained in
any agreement or instrument between the Company and any Lender or any Affiliate of any Lender relating to Debt and within the scope of Section 6.01(d) will be margin stock (within the meaning of Regulation U issued by the Board of
Governors of the Federal Reserve System). 
 (h) The Company is not an “investment company”, or a company
“controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended. 
 ARTICLE
V 
 COVENANTS OF THE COMPANY 
 SECTION 5.01. Affirmative Covenants. So long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, the Company will: 
 (a) Compliance with Laws, Etc. Comply, and cause each of its Subsidiaries to comply, in all material respects, with all applicable
laws, rules, regulations and orders, such compliance to include, without limitation, compliance with ERISA and Environmental Laws. 
  

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 (b) Payment of Taxes, Etc. Pay and discharge, and cause each of its Subsidiaries
to pay and discharge, before the same shall become delinquent, (i) all taxes, assessments and governmental charges or levies imposed upon it or upon its property and (ii) all lawful claims that, if unpaid, might by law become a Lien upon
its property; provided, however, that neither the Company nor any of its Subsidiaries shall be required to pay or discharge any such tax, assessment, charge or claim that is being contested in good faith and by proper proceedings and
as to which appropriate reserves are being maintained. 
 (c) Maintenance of Insurance. Maintain, and cause each of its
Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same
general areas in which the Company or such Subsidiary operates; provided, however, that the Company and its Subsidiaries may self-insure to the same extent as other companies engaged in similar businesses and owning similar properties
in the same general areas in which the Company or such Subsidiary operates and to the extent consistent with prudent business practice. 
 (d) Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its corporate existence, rights (charter and statutory) and franchises;
provided, however, that the Company and its Subsidiaries may consummate any merger or consolidation permitted under Section 5.02(b); and provided further that neither the Company nor any of its Subsidiaries shall be
required to preserve any right or franchise if the Board of Directors of the Company or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company or such Subsidiary, as the
case may be, and that the loss thereof is not disadvantageous in any material respect to the Company and its Subsidiaries taken as a whole. 
 (e) Visitation Rights. At any reasonable time and from time to time, permit the Agent or, if an Event of Default has occurred and is continuing, any of the Lenders, or any agents or representatives thereof, to
examine and make copies of and abstracts from the records and books of account of, and visit the properties of, the Company and any of its Subsidiaries, and to discuss the affairs, finances and accounts of the Company and any of its Subsidiaries
with any of their officers or directors and with their independent certified public accountants. 
 (f) Keeping of
Books. Keep, and cause each of its Subsidiaries to keep, proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each such Subsidiary in
accordance with generally accepted accounting principles in effect from time to time. 
 (g) Maintenance of Properties,
Etc. Maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, all of its properties that are used or useful in the conduct of its business in good working order and condition, ordinary wear and tear excepted.

 (h) Reporting Requirements. Furnish to the Lenders (which, to the extent any of the following are publicly filed
with the Securities and Exchange Commission in electronic format (EDGAR), shall be deemed so furnished upon such filing): 
 (i) as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Company, the Consolidated balance sheet of the Company and its Subsidiaries as of the end of such quarter
and Consolidated statements of income and cash flows of the Company and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, duly certified (subject to year-end audit adjustments)
by the chief financial officer of the Company as having been prepared in 

  

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accordance with generally accepted accounting principles and certificates of the chief financial officer or chief accounting officer of the Company as to
compliance with the terms of this Agreement and setting forth in reasonable detail the calculations necessary to demonstrate compliance with Section 5.03, provided that in the event of any change in GAAP used in the preparation of such
financial statements, the Company shall also provide, if necessary for the determination of compliance with Section 5.03, a statement of reconciliation conforming such financial statements to GAAP; 
 (ii) as soon as available and in any event within 100 days after the end of each fiscal year of the Company, a copy of the annual report
for such year for the Company and its Subsidiaries, containing the audited Consolidated balance sheet of the Company and its Subsidiaries as of the end of such fiscal year and audited Consolidated statements of income and cash flows of the Company
and its Subsidiaries for such fiscal year, in each case accompanied by a report of PricewaterhouseCoopers LLP or other independent public accountants of nationally recognized standing, provided that in the event of any change in GAAP used in
the preparation of such financial statements, the Company shall also provide, if necessary for the determination of compliance with Section 5.03, a statement of reconciliation conforming such financial statements to GAAP; 
 (iii) as soon as possible and in any event within five Business Days after the occurrence of each Default continuing on the date of such
statement, a statement of the chief financial officer or chief accounting officer of the Company setting forth details of such Default and the action that the Company has taken and proposes to take with respect thereto; 
 (iv) promptly after the sending or filing thereof, copies of all reports that the Company sends to any of its public securityholders, and
copies of all reports that the Company or any Subsidiary files with the Securities and Exchange Commission; 
 (v) promptly
after the commencement thereof, notice of all actions and proceedings before any court, governmental agency or arbitrator affecting the Company or any of its Subsidiaries of the type described in Section 4.01(f)(ii); 
 (vi) so long as no Public Debt Rating is then in effect, within five Business Days after receipt thereof by the Company, copies of each
notice from S&P (or Moody’s, if S&P has ceased to provide the Implied Debt Rating) indicating any change in the Implied Debt Rating; and 
 (vii) such other information respecting the Company or any of its Subsidiaries as any Lender through the Agent may from time to time reasonably request. 
 SECTION 5.02. Negative Covenants. So long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, the Company will
not: 
 (a) Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any
Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: 
 (i) Permitted Liens, 
 (ii) purchase money Liens upon or in any fixed or capital assets acquired or held by the Company or any Subsidiary in the ordinary course of business to secure the purchase price of such assets or to secure Debt incurred for the purpose of
financing the acquisition of such assets, or Liens existing on such assets at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such assets) or
extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, 

  

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provided, however, that no such Lien shall extend to or cover any assets of any character other than the assets being acquired, and no such
extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, provided further that the aggregate principal amount of the indebtedness secured by the
Liens referred to in this clause (ii) shall not exceed $50,000,000 at any time outstanding, 
 (iii) the Liens existing
on the Effective Date and described on Schedule 5.02(a) hereto, 
 (iv) other Liens securing Debt in an aggregate
principal amount not to exceed at any time outstanding an amount equal to 5% of the Consolidated assets of the Company and its Subsidiaries at the time of incurrence, and 
 (v) the replacement, extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the same property
theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured thereby. 
 (b) Mergers, Etc. Merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction
or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or permit any of its Subsidiaries to do so, except that any Subsidiary of the Company may merge or consolidate with or
into, or dispose of assets to, any other Subsidiary of the Company, and except that any Subsidiary of the Company may merge into or dispose of assets to the Company and the Company may merge with any other Person so long as the Company is the
surviving corporation, provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom. 
 SECTION 5.03. Financial Covenant. So long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, the Company will
maintain a Debt/Total Capital Ratio of not more than 0.50:1.00. 
 ARTICLE VI 
 EVENTS OF DEFAULT 
 SECTION 6.01. Events of Default. If any of the following
events (“Events of Default”) shall occur and be continuing: 
 (a) The Company or any other Borrower shall
fail to pay any principal of any Advance when the same becomes due and payable; or the Company or any other Borrower shall fail to pay any interest on any Advance or make any other payment of fees or other amounts payable under this Agreement or any
Note within five Business Days after the same becomes due and payable; or 
 (b) Any representation or warranty made by the
Company herein or by the Company or any other Borrower (or any of their respective officers) in connection with this Agreement shall prove to have been incorrect in any material respect when made; or 
 (c) (i) The Company shall fail to perform or observe any term, covenant or agreement contained in Section 5.01(d), 5.01(h)(iii),
5.01(h)(v), 5.01(h)(vi), 5.02 or 5.03, or (ii) the Company shall fail to perform or observe any other term, covenant or agreement contained in this Agreement on its part to be performed or observed if such failure shall remain unremedied for 30
days after written notice thereof shall have been given to the Company by the Agent or any Lender; or 
  

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 (d) The Company or any of its Subsidiaries shall fail to pay any principal of or premium
or interest on any Debt that is outstanding in a principal or notional amount of at least $50,000,000 in the aggregate (but excluding Debt outstanding hereunder) of the Company or such Subsidiary (as the case may be), when the same becomes due and
payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or any other
event shall occur or condition shall exist under any agreement or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition
is to accelerate, or to permit the acceleration of, the maturity of such Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption),
purchased or defeased, or an offer to prepay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to the stated maturity thereof; or 
 (e) The Company or any of its Subsidiaries shall generally not pay its debts as such debts become due, or shall admit in writing its
inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Company or any of its Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or
seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order
for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such
proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian
or other similar official for, it or for any substantial part of its property) shall occur; or the Company or any of its Subsidiaries shall take any corporate action to authorize any of the actions set forth above in this subsection (e); or

 (f) Judgments or orders for the payment of money in excess of $50,000,000 in the aggregate shall be rendered against the
Company or any of its Subsidiaries and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 10 consecutive days during which a stay of enforcement of
such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; provided, however, that any such judgment or order shall not be an Event of Default under this Section 6.01(f) if and for so long as
(i) the amount of such judgment or order is covered by a valid and binding policy of insurance between the defendant and the insurer covering payment thereof and (ii) such insurer, which shall be rated at least “A-” by A.M. Best
Company, has been notified of, and has not disputed the claim made for payment of, the amount of such judgment or order; or 
 (g) (i) Any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly
or indirectly, of Voting Stock of the Company (or other securities convertible into such Voting Stock) representing 20% or more of the combined voting power of all Voting Stock of the Company; or (ii) the board of directors of the Company shall
for any reason cease to consist of a majority of the directors of the Company on the Effective Date and each other director whose nomination for election to the board of directors of the Company is recommended by at least a majority of the directors
of the board of directors of the Company on the Effective Date and directors so recommended; or (iii) any Person or two or more Persons acting in concert shall have acquired by contract or otherwise, or shall have entered into a contract or
arrangement that, upon consummation, will result in its or their acquisition of the power to exercise, directly or indirectly, a controlling influence over the management or policies of the Company; or 
 (h) The Company or any of its ERISA Affiliates shall incur, or shall be reasonably likely to incur liability in excess of $50,000,000 in
the aggregate as a result of one or more of the following: (i) the occurrence of any ERISA Event; (ii) the partial or complete withdrawal of the Company or any of its ERISA Affiliates from a Multiemployer Plan; or (iii) the
reorganization or termination of a Multiemployer Plan; or 
  

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 (i) any provision of Article VII shall for any reason cease to be valid and binding on or
enforceable against the Company, or the Company shall so state in writing; 
 then, and in any such event, the Agent (i) shall at the request, or may
with the consent, of the Required Lenders, by notice to the Company and the other Borrowers, declare the obligation of each Lender to make Advances to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the request,
or may with the consent, of the Required Lenders, by notice to the Company and the other Borrowers, declare the Advances, all interest thereon and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the
Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each Borrower; provided,
however, that in the event of an actual or deemed entry of an order for relief with respect to any Borrower under the Federal Bankruptcy Code, (A) the obligation of each Lender to make Advances shall automatically be terminated and
(B) the Advances, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by each Borrower. 

ARTICLE VII 
 GUARANTY 
 SECTION 7.01. Guaranty. The Company hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at
scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations of each other Borrower now or hereafter existing under or in respect of this Agreement and the Notes (including, without
limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities,
contract causes of action, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, reasonable fees and expenses of counsel) incurred
by the Agent or any other Lender in enforcing any rights under this Article VII. Without limiting the generality of the foregoing, the Company’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would
be owed by such Borrower to the Agent or any Lender under or in respect of this Agreement or the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving
such Borrower. 
 SECTION 7.02. Guaranty Absolute. The Company guarantees that the Guaranteed Obligations will be paid strictly
in accordance with the terms of this Agreement and the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender with respect thereto. The obligations of
the Company under or in respect of this Article VII are independent of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the Notes, and a separate action or actions may be brought and
prosecuted against the Company to enforce this Article VII, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company under this Article VII shall
be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: 
 (a) any lack of validity or enforceability of this Agreement (other than this Article VII), the Notes or any agreement or instrument
relating thereto; 
 (b) subject to Section 9.01, any change in the time, manner or place of payment of, or in any other
term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement or the Notes, or any other amendment or waiver of or any consent to departure from this Agreement or the Notes,
including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise; 
  

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 (c) any taking, exchange, release or non-perfection of any collateral, or any taking,
release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; 
 (d) any manner of application of collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other
obligations of any Borrower under this Agreement or the Notes or any other assets of any Borrower or any of its Subsidiaries; 
 (e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries; 
 (f) any failure of any Lender or the Agent to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now
or hereafter known to such Lender or the Agent (the Company waiving any duty on the part of the Lenders and the Agent to disclose such information); or 
 (g) any other circumstance or any existence of or reliance on any representation by any Lender or the Agent that might otherwise constitute a defense available to, or a discharge of, any Borrower or any other
guarantor or surety. 
 This Article VII shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the
Guaranteed Obligations is rescinded or must otherwise be returned by any Lender or the Agent or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made.

 SECTION 7.03. Waivers and Acknowledgments. (a) The Company hereby unconditionally and irrevocably waives promptness,
diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Article VII and any
requirement that any Lender or the Agent protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other Person or any collateral. 
 (b) The Company hereby unconditionally and irrevocably waives any right to revoke this Article VII and acknowledges that the guaranty under this Article
VII is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. 
 (c) The Company hereby
unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Lender or the Agent that in any manner impairs, reduces, releases or otherwise adversely affects the
subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company or other rights of the Company to proceed against any Borrower, any other guarantor or any other Person or any collateral and (ii) any defense based
on any right of set-off or counterclaim against or in respect of the obligations of the Company hereunder. 
 (d) The Company hereby
unconditionally and irrevocably waives any duty on the part of any Lender or the Agent to disclose to the Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or
prospects of any Borrower or any of its Subsidiaries now or hereafter known by such Lender or the Agent. 
 (e) The Company acknowledges that
it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Notes and that the waivers set forth in Section 7.02 and this Section 7.03 are knowingly made in contemplation
of such benefits. 
  

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 SECTION 7.04. Subrogation. The Company hereby unconditionally and irrevocably agrees not to
exercise any rights that it may now have or hereafter acquire against any Borrower or any other insider guarantor that arise from the existence, payment, performance or enforcement of the Company’s Obligations under or in respect of this
Article VII, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender or the Agent against any Borrower or any other
insider guarantor or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Borrower or any other insider guarantor,
directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this
Article VII shall have been paid in full in cash and the Commitments shall have expired or been terminated. If any amount shall be paid to the Company in violation of the immediately preceding sentence at any time prior to the later of (a) the
payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Article VII and (b) the Termination Date, such amount shall be received and held in trust for the benefit of the Lenders and the Agent, shall be
segregated from other property and funds of the Company and shall forthwith be paid or delivered to the Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and
all other amounts payable under this Article VII, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as collateral for any Guaranteed Obligations or other amounts payable under this Article VII thereafter
arising. If (i) the Company shall make payment to any Lender or the Agent of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article VII shall have been paid in
full in cash and (iii) the Termination Date shall have occurred, the Lenders and the Agent will, at the Company’s request and expense, execute and deliver to the Company appropriate documents, without recourse and without representation or
warranty, necessary to evidence the transfer by subrogation to the Company of an interest in the Guaranteed Obligations resulting from such payment made by the Company pursuant to this Article VII. 
 SECTION 7.05. Continuing Guaranty; Assignments. The guaranty under this Article VII is a continuing guaranty and shall (a) remain in
full force and effect until the later of (i) the payment in full of the Guaranteed Obligations and all other amounts payable under this Article VII and (ii) the Termination Date, (b) be binding upon the Company, its successors and
assigns and (c) inure to the benefit of and be enforceable by the Lenders and the Agent and their successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any Lender may
assign or otherwise transfer all or any portion of its rights and obligations under this Agreement (including, without limitation, all or any portion of its Commitments, the Advances owing to it and the Note or Notes held by it) to any other Person,
and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case as and to the extent provided in Section 9.07. The Company shall not have the right to assign
its rights hereunder or any interest herein without the prior written consent of the Lenders. 
 ARTICLE VIII 
 THE AGENT 
 SECTION 8.01. Authorization
and Action. Each Lender hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Agent by the terms hereof, together with such
powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Notes), the Agent shall not be required to exercise any
discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon
all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. The Agent agrees to
give to each Lender prompt notice of each notice given to it by the Company or any other Borrower pursuant to the terms of this Agreement. 
 SECTION 8.02. Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement,
except for its or their own gross negligence or willful misconduct. Without limitation of the generality 

  

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of the foregoing, the Agent: (i) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom until the Agent receives and
accepts an Assumption Agreement entered into by an Assuming Lender as provided in Section 2.18 or an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07;
(ii) may consult with legal counsel (including counsel for the Company), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with
the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in
connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of any Borrower or the Company
or the existence of any Default or to inspect the property (including the books and records) of any Borrower or the Company; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or
writing (which may be by telecopier or telegram) believed by it to be genuine and signed or sent by the proper party or parties. 
 SECTION
8.03. Citibank and Affiliates. With respect to its Commitment, the Advances made by it and the Note issued to it, Citibank shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it
were not the Agent; and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated, include Citibank in its individual capacity. Citibank and its Affiliates may accept deposits from, lend money to, act as trustee
under indentures of, accept investment banking engagements from and generally engage in any kind of business with, the Company, any of its Subsidiaries and any Person who may do business with or own securities of the Company or any such Subsidiary,
all as if Citibank were not the Agent and without any duty to account therefor to the Lenders. The Agent shall have no duty to disclose any information obtained or received by it or any of its Affiliates relating to the Company or any of its
Subsidiaries to the extent such information was obtained or received in any capacity other than as Agent. 
 SECTION 8.04. Lender Credit
Decision. Each Lender acknowledges that it has, independently and without reliance upon the Agent or any other Lender and based on the financial statements referred to in Section 4.01 and such other 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 the 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 action under this Agreement. 
 SECTION 8.05. Indemnification. The Lenders agree to indemnify the Agent (to the extent not reimbursed by the Company), ratably according to the respective principal amounts of the Revolving Credit Advances then owed to each of them
(or if no Revolving Credit Advances are at the time outstanding, ratably according to the respective amounts of their Commitments), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent under this Agreement
(collectively, the “Indemnified Costs”), provided that no Lender shall be liable for any portion of the Indemnified Costs resulting from the Agent’s gross negligence or willful misconduct. Without limitation of the
foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by the Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Agent is not reimbursed
for such expenses by the Company. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 8.05 applies whether any such investigation, litigation or proceeding is brought by the Agent, any
Lender or a third party. 
 SECTION 8.06. Successor Agent. The Agent may resign at any time by giving written notice thereof to the
Lenders and the Company and may be removed at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor 

  

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Agent. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the
retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a commercial bank organized under the
laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon
succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s
resignation or removal hereunder as Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. 
 SECTION 8.07. Sub-Agent. The Sub-Agent has been designated under this Agreement to carry out duties of the Agent. The Sub-Agent shall be subject
to each of the obligations in this Agreement to be performed by the Sub-Agent, and each of the Borrowers and the Lenders agrees that the Sub-Agent shall be entitled to exercise each of the rights and shall be entitled to each of the benefits of the
Agent under this Agreement as relate to the performance of its obligations hereunder. 
 SECTION 8.08. Other Agents. Each Lender
hereby acknowledges that neither the documentation agent nor any other Lender designated as an “Agent” on the signature pages hereof has any liability hereunder other than in its capacity as a Lender. 
 ARTICLE IX 
 MISCELLANEOUS 
 SECTION 9.01. Amendments, Etc. No amendment or waiver of any provision of this Agreement or the Revolving Credit Notes, nor consent to any
departure by the Company or any other Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Company and the Required Lenders, and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby, do any of the following: (a) waive any of
the conditions specified in Section 3.01, (b) increase the Commitments of the Lenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Revolving Credit Advances or any fees or
other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Revolving Credit Advances or any fees or other amounts payable hereunder, (e) change the percentage of the Commitments or of
the aggregate unpaid principal amount of the Revolving Credit Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (f) reduce or limit the obligations of the Company under
Section 7.01 or release the Company or otherwise limit the Company’s liability with respect to its obligations under Article VII, (g) change the manner of application of any payments made under this Agreement or the Notes or
(h) amend this Section 9.01; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Lenders required above to take such action, affect the rights or
duties of the Agent under this Agreement or any Note. 
 SECTION 9.02. Notices, Etc. (a) All notices and other communications
provided for hereunder shall be either (x) in writing (including telecopier or telegraphic communication) and mailed, telecopied, telegraphed or delivered or (y) as and to the extent set forth in Section 9.02(b) and in the proviso to
this Section 9.02(a), if to the Company or any other Borrower, at the Company’s address at 301 Merritt 7, Norwalk, Connecticut 06851, Attention: Treasurer; if to any Initial Lender, at its Domestic Lending Office specified opposite its
name on Schedule I hereto; if to any other Lender, at its Domestic Lending Office specified in the Assumption Agreement or the Assignment and Acceptance pursuant to which it became a Lender; and if to the Agent, at its address at Two Penns Way,
New Castle, Delaware 19720, Attention: Bank Loan Syndications Department; or, as to the Company or the Agent, at such other address as shall be designated by such party in a written notice to the other parties and, as to each other party, at such
other address as shall be designated by such party in a written notice to the Company and the Agent, provided that materials required to be delivered pursuant to Section 5.01(h)(i), (ii) or (iv) shall be delivered to the Agent
as specified in Section 9.02(b) or as otherwise specified to the Company by the Agent. All such notices and communications shall, when mailed, telecopied or telegraphed, be effective when deposited in the 

  

 38 








 
mails, telecopied, delivered to the telegraph company or confirmed by e-mail, respectively, except that notices and communications to the Agent pursuant to
Article II, III or VIII shall not be effective until received by the Agent. Delivery by telecopier of an executed counterpart of any amendment or waiver of any provision of this Agreement or the Notes or of any Exhibit hereto to be executed and
delivered hereunder shall be effective as delivery of a manually executed counterpart thereof. 
 (b) So long as Citibank or any of its
Affiliates is the Agent, materials required to be delivered pursuant to Section 5.01(h)(i), (ii) and (iv) shall be delivered to the Agent in an electronic medium in a format acceptable to the Agent and the Lenders by e-mail at
oploanswebadmin@citigroup.com. The Company agrees that the Agent may make such materials, as well as any other written information, documents, instruments and other material relating to the Company, any of its Subsidiaries or any other materials or
matters relating to this Agreement, the Notes or any of the transactions contemplated hereby (collectively, the “Communications”) available to the Lenders by posting such notices on Intralinks or a substantially similar electronic
system (the “Platform”). The Company acknowledges that (i) the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such
distribution, (ii) the Platform is provided “as is” and “as available” and (iii) neither the Agent nor any of its Affiliates warrants the accuracy, adequacy or completeness of the Communications or the Platform and each
expressly disclaims liability for errors or omissions in the Communications or the Platform. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose,
non-infringement of third party rights or freedom from viruses or other code defects, is made by the Agent or any of its Affiliates in connection with the Platform. 
 (c) Each Lender agrees that notice to it (as provided in the next sentence) (a “Notice”) specifying that any Communications have been posted to the Platform shall constitute effective delivery of such
information, documents or other materials to such Lender for purposes of this Agreement; provided that if requested by any Lender the Agent shall deliver a copy of the Communications to such Lender by email or telecopier. Each Lender agrees
(i) to notify the Agent in writing of such Lender’s e-mail address to which a Notice may be sent by electronic transmission (including by electronic communication) on or before the date such Lender becomes a party to this Agreement (and
from time to time thereafter to ensure that the Agent has on record an effective e-mail address for such Lender) and (ii) that any Notice may be sent to such e-mail address. 
 SECTION 9.03. No Waiver; Remedies. No failure on the part of any Lender or the Agent to exercise, and no delay in exercising, any right hereunder
or under any Note shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not
exclusive of any remedies provided by law. 
 SECTION 9.04. Costs and Expenses. (a) The Company agrees to pay on demand all costs
and expenses of the Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, (A) all
due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (B) the reasonable fees and expenses of counsel for the Agent with respect
thereto and with respect to advising the Agent as to its rights and responsibilities under this Agreement. The Company further agrees to pay on demand all costs and expenses of the Agent and the Lenders, if any (including, without limitation,
reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation,
reasonable fees and expenses of counsel for the Agent and each Lender in connection with the enforcement of rights under this Section 9.04(a). 
 (b) The Company agrees to indemnify and hold harmless the Agent and each Lender and each of their Affiliates and their officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against any
and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or
by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) the Notes, this Agreement, any of the transactions contemplated herein or the
actual or proposed use of the proceeds of the Advances or (ii) the actual or alleged presence of Hazardous Materials on any property of the Company or any of its 

  

 39 








 
Subsidiaries or any Environmental Action relating in any way to the Company or any of its Subsidiaries, except to the extent such claim, damage, loss,
liability or expense results from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 9.04(b) applies, such indemnity shall
be effective whether or not such investigation, litigation or proceeding is brought by the Company, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and
whether or not the transactions contemplated hereby are consummated. The Company also agrees not to assert any claim for special, indirect, consequential or punitive damages against the Agent, any Lender, any of their Affiliates, or any of their
respective directors, officers, employees, attorneys and agents, on any theory of liability, arising out of or otherwise relating to the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds
of the Advances. 
 (c) If any payment of principal of, or Conversion of, any Eurocurrency Rate Advance, LIBO Rate Advance or Local Rate
Advance is made by any Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.08(d) or (e), 2.09, 2.10 or 2.12, acceleration of
the maturity of the Notes pursuant to Section 6.01 or for any other reason or by an Eligible Assignee to a Lender other than on the last day of the Interest Period for such Advance upon an assignment of rights and obligations under this
Agreement pursuant to Section 9.07 as a result of a demand by the Company pursuant to Section 9.07(a), such Borrower shall, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such
Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (excluding loss of anticipated
profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. If the amount of the Committed Currency purchased by any Lender in the case of a
Conversion or exchange of Advances in the case of Section 2.08 or 2.12 exceeds the sum required to satisfy such Lender’s liability in respect of such Advances, such Lender agrees to remit to the applicable Borrower such excess. 

(d) Without prejudice to the survival of any other agreement of the Borrowers hereunder, the agreements and obligations of the Borrowers contained in
Sections 2.11, 2.14 and 9.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the Notes. 
 SECTION 9.05. Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by
Section 6.01 to authorize the Agent to declare the Advances due and payable pursuant to the provisions of Section 6.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent
permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of
the Company or any Borrower against any and all of the obligations of the Company or any Borrower now or hereafter existing under this Agreement and the Note held by such Lender, whether or not such Lender shall have made any demand under this
Agreement or such Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the appropriate Borrower or the Company, as the case may be, after any such set-off and application, provided that the failure to
give such notice shall not affect the validity of such set-off and application. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off)
that such Lender and its Affiliates may have. 
 SECTION 9.06. Binding Effect. This Agreement shall become effective (other than
Sections 2.01 and 2.03, which shall only become effective upon satisfaction of the conditions precedent set forth in Section 3.01) when it shall have been executed by the Company and the Agent and when the Agent shall have been notified by
each Initial Lender that such Initial Lender has executed it and thereafter shall be binding upon and inure to the benefit of the Company, the Agent and each Lender and their respective successors and assigns, except that neither the Company nor any
other Borrower shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders. 
 SECTION 9.07. Assignments and Participations. (a) Each Lender may, with the consent of the Agent and the Company (which consent shall not be unreasonably withheld or delayed) and, if demanded by the Company (following a demand
by such Lender pursuant to Section 2.11 or 2.14, a notice by such Lender under 

  

 40 








 
Section 2.12 or the failure of such Lender to perform its obligations hereunder) so long as no Event of Default has occurred and is continuing, upon at
least five Business Days’ notice to such Lender and the Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the
Revolving Credit Advances owing to it and the Revolving Credit Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under
this Agreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and Competitive Bid Notes), (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a
Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and
Acceptance with respect to such assignment) shall in no event be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, provided that, after giving effect to any assignment (1) of less than all of a Lender’s rights
and obligations under this Agreement, the Commitment of each of the assignor and the assignee shall not be less than the Equivalent of EUR 50,000 or (2) of all of Lender’s rights and obligations under this Agreement, the Commitment of the
assignee shall not be less than the Equivalent of EUR 50,000, (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and
recording in the Register, an Assignment and Acceptance, together with any Revolving Credit Note subject to such assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided,
however, that in the case of an assignment made as a result of a demand by the Company, such recordation fee shall be payable by the Company except that no such recordation fee shall be payable in the case of an assignment made at the request
of the Company to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of the Company or the Agent, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery,
acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it
pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such
Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.11, 2.14 and 9.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations (other than its
obligations under Section 8.04 to the extent any claim thereunder relates to an event arising prior to such assignment) under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning
Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). 
 (b) By executing and delivering
an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning
Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the
Company or the performance or observance by the Company or any other Borrower of any of their obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a
copy of this Agreement, together with copies of the financial statements referred to in Section 4.01 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such
Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender 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 action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Agent to take such action as agent on its behalf
and to exercise such powers and discretion under this Agreement as are delegated to the Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto; and (vii) such assignee agrees that it will
perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Lender. 
 (c) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee representing that it is an Eligible Assignee, together with any Revolving Credit Note or Notes subject to such assignment, the Agent shall,
if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit C hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give
prompt notice thereof to the Company. 
  

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 (d) The Agent shall maintain at its address referred to in Section 9.02 a copy of each Assumption
Agreement and each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Advances owing to, each Lender from time to
time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Company, the other Borrowers, the Agent and the Lenders may treat each Person whose name is recorded
in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Company or any Lender at any reasonable time and from time to time upon reasonable prior notice. 
 (e) Each Lender may sell participations to one or more banks or other entities (other than the Company or any of its Affiliates) in or to all or a
portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Advances owing to it and any Note or Notes held by it); provided, however, that (i) such
Lender’s obligations under this Agreement (including, without limitation, its Commitment hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such
obligations, (iii) such Lender shall remain the holder of any such Note for all purposes of this Agreement, (iv) the Company, the other Borrowers, the Agent and the other Lenders shall continue to deal solely and directly with such Lender
in connection with such Lender’s rights and obligations under this Agreement and (v) no participant under any such participation shall have any right to approve any amendment or waiver of any provision of this Agreement or any Note, or any
consent to any departure by the Company or any other Borrower therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder, release any
guaranty given to support the obligations of the Borrowers hereunder or amend this Section 9.07(e), or postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each
case to the extent subject to such participation. 
 (f) Any Lender may, in connection with any assignment or participation or proposed
assignment or participation pursuant to this Section 9.07, disclose to the assignee or participant or proposed assignee or participant, any information relating to the Company or the other Borrowers furnished to such Lender by or on behalf of
the Company or any other Borrower; provided that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any Confidential Information relating to the
Company or any other Borrower received by it from such Lender. 
 (g) Notwithstanding any other provision set forth in this Agreement, any
Lender may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Advances owing to it and any Note or Notes held by it) in favor of any Federal Reserve Bank in accordance
with Regulation A of the Board of Governors of the Federal Reserve System. 
 SECTION 9.08. Confidentiality. Neither the Agent nor any
Lender shall disclose any Confidential Information to any other Person without the consent of the Company, other than (a) to the Agent’s or such Lender’s Affiliates and their officers, directors, employees, agents and advisors and, as
contemplated by Section 9.07(f), to actual or prospective assignees and participants, and then only on a confidential basis, (b) as required by any law, rule or regulation or judicial process and (c) as requested or required by any
state, federal or foreign authority or examiner regulating banks or banking. 
 SECTION 9.09. Designated Subsidiaries.
(a) Designation. The Company may at any time, and from time to time, by delivery to the Agent of a Designation Agreement duly executed by the Company and the respective Subsidiary and substantially in the form of Exhibit E hereto,
designate such Subsidiary as a “Designated Subsidiary” for purposes of this Agreement and such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the rights
and obligations of a Borrower hereunder. The Agent shall promptly notify each Lender of each such designation by the Company and the identity of the respective Subsidiary. 
  

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 (b) Termination. Upon the indefeasible payment and performance in full of all of the indebtedness,
liabilities and obligations under this Agreement of any Designated Subsidiary then, so long as at the time no Notice of Revolving Credit Borrowing or Notice of Competitive Bid Borrowing in respect of such Designated Subsidiary is outstanding, such
Subsidiary’s status as a “Designated Subsidiary” shall terminate upon notice to such effect from the Agent to the Lenders (which notice the Agent shall give promptly, and only upon its receipt of a request therefor from the Company).
Thereafter, the Lenders shall be under no further obligation to make any Advance hereunder to such Designated Subsidiary. 
 SECTION 9.10.
Governing Law. This Agreement and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York. 
 SECTION 9.11. Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all
of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Agreement.

 SECTION 9.12. Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due
hereunder in Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Agent could purchase
Dollars with such other currency at Citibank’s principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given. 
 (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in a Foreign Currency into Dollars, the parties
agree to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Agent could purchase such Foreign Currency with Dollars at Citibank’s principal
office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given. 
 (c) The obligation of
any Borrower in respect of any sum due from it in any currency (the “Primary Currency”) to any Lender or the Agent hereunder shall, notwithstanding any judgment in any other currency, be discharged only to the extent that on the
Business Day following receipt by such Lender or the Agent (as the case may be), of any sum adjudged to be so due in such other currency, such Lender or the Agent (as the case may be) may in accordance with normal banking procedures purchase the
applicable Primary Currency with such other currency; if the amount of the applicable Primary Currency so purchased is less than such sum due to such Lender or the Agent (as the case may be) in the applicable Primary Currency, each Borrower agrees,
as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Agent (as the case may be) against such loss, and if the amount of the applicable Primary Currency so purchased exceeds such sum due to any Lender or the
Agent (as the case may be) in the applicable Primary Currency, such Lender or the Agent (as the case may be) agrees to remit to such Borrower such excess. 
 SECTION 9.13. Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State
court or federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement
of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted
by law, in such federal court. Each Designated Subsidiary hereby agrees that service of process in any such action or proceeding brought in the any such New York State court or in such federal court may be made upon the Company at its address listed
in Section 9.02 and each Designated Subsidiary hereby irrevocably appoints the Company its authorized agent to accept such service of process, and agrees that the failure of the Company to give any notice of any such service shall not impair or
affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof
by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at the Company’s address specified pursuant to Section 9.02. Each of the parties hereto agrees that a final judgment in any such action or proceeding
shall be 

  

 43 








 
conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect
any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction. To the extent that each Designated Subsidiary has or hereafter may acquire any immunity from
jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each Designated Subsidiary hereby
irrevocably waives such immunity in respect of its obligations under this Agreement. 
 (b) Each of the parties hereto irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the Notes in
any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court

 SECTION 9.14. Substitution of Currency. If a change in any Foreign Currency occurs pursuant to any applicable law, rule or
regulation of any governmental, monetary or multi-national authority, this Agreement (including, without limitation, the definitions of Eurocurrency Rate and LIBO Rate) will be amended to the extent determined by the Agent (acting reasonably and in
consultation with the Company) to be necessary to reflect the change in currency and to put the Lenders and the Borrowers in the same position, so far as possible, that they would have been in if no change in such Foreign Currency had occurred.

 SECTION 9.15. Patriot Act Notice. Each Lender and the Agent (for itself and not on behalf of any Lender) hereby notifies the
Company that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies each Borrower, which information includes the name and address of each Borrower and other information that will
allow such Lender or the Agent, as applicable, to identify each Borrower in accordance with the Patriot Act. Each Borrower shall provide, to the extent commercially reasonable, such information and take such actions as are reasonably requested by
the Agent or any Lenders in order to assist the Agent and the Lenders in maintaining compliance with the Patriot Act. 
  

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

			
	APPLERA CORPORATION
		
	By:	 	 /s/ John S. Ostaszewski

	Title:	 	Vice President and Treasurer
		
	By:	 	 /s/ Dennis L. Winger

	Title:	 	Senior Vice President and CFO
	
	 CITIBANK, N.A.,
     as
Agent

		
	By:	 	 /s/ Kevin Ege

	Title:	 	Vice President


 Initial Lenders 
  

					
	Commitment	 		 	
		
	$65,000,000	 	CITIBANK, N.A.
			
		 	By:	 	 /s/ Kevin Ege

		 	Title:	 	Vice President
		
	$45,000,000	 	ABN AMRO BANK N.V.
			
		 	By:	 	 /s/ Nancy W. Lanzoni

		 	Title:	 	Director
			
		 	By:	 	 /s/ Christopher M. Plumb

		 	Title:	 	First Vice President
		
	$45,000,000	 	BANK OF AMERICA, N.A.
			
		 	By:	 	 /s/ Lori Jou

		 	Title:	 	Vice President
		
	$45,000,000	 	JPMORGAN CHASE BANK, N.A.
			
		 	By:	 	 /s/ Peter M. Killea

		 	Title:	 	Vice President
	$200,000,000            Total of the Commitments	 		 	

  

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 SCHEDULE I 
 APPLERA CORPORATION 
 FIVE YEAR CREDIT AGREEMENT 
 APPLICABLE LENDING OFFICES 
  

					
	 Name of Initial Lender
	  	 Domestic Lending Office
	  	 Eurocurrency Lending Office

	 ABN AMRO BANK N.V.
	  	 540 W. Madison St.
 Suite 2100
 Chicago, IL 60661-2591
 Attn: Loan Administration
 T: 312-992-5150
	  	 540 W. Madison St.
 Suite 2100
 Chicago, IL 60661-2591
 Attn: Loan Administration
 T: 312-992-5150

			
	 BANK OF AMERICA, N.A.
	  	 2001 Clayton Road
 Bldg. B 2nd Floor
 Concord, CA
94520
 Attn: Gardelyn Jayme
 T: 925 675-7184
 F: 888 969-9232
	  	 2001 Clayton Road
 Bldg. B 2nd Floor
 Concord, CA
94520
 Attn: Gardelyn Jayme
 T: 925 675-7184
 F: 888 969-9232

			
	 CITIBANK, N.A.
	  	 Two Penns Way
 New Castle, DE 19720
 Attn: Brian Maxwell
 T: 302 894-6023
 F: 302 894-6120
	  	 Two Penns Way
 New Castle, DE 19720
 Attn: Brian Maxwell
 T: 302 894-6023
 F: 302 894-6120

			
	 JPMORGAN CHASE BANK, N.A.
	  	 Two Corporate Drive
 Suite 730
 Shelton, CT 06604
 Attn: Diana Morales
 T: 203 944-8459
 F: 203 944-8490
	  	 Two Corporate Drive
 Suite 730
 Shelton, CT 06604
 Attn: Diana Morales
 T: 203 944-8459
 F: 203 944-8490


  

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 EXHIBIT A-1 - FORM OF 
 REVOLVING CREDIT 
 PROMISSORY NOTE 
  

															
	U.S.$	 	  
	 		 		 	Dated:	 	  
	 	, 200    	 	

 FOR VALUE RECEIVED, the undersigned, [NAME OF BORROWER], a
                     corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of
                     (the “Lender”) for the account of its Applicable Lending Office on the Termination Date (each as defined
in the Credit Agreement referred to below) the principal sum of U.S.$[amount of the Lender’s Commitment in figures] or, if less, the aggregate principal amount of the Revolving Credit Advances made by the Lender to the Borrower pursuant to the
Credit Agreement dated as of May 25, 2007 among the Borrower, [Applera Corporation,] the Lender and certain other lenders parties thereto, Citigroup Global Markets Inc., as sole arranger, JPMorgan Chase Bank, N.A., as syndication agent, Bank of
America, N.A. and ABN AMRO Bank N.V., as co-documentation agents, and Citibank, N.A., as Agent for the Lender and such other lenders (as amended or modified from time to time, the “Credit Agreement”; the terms defined therein being
used herein as therein defined) outstanding on the Termination Date. 
 The Borrower promises to pay interest on the unpaid principal amount
of each Revolving Credit Advance from the date of such Revolving Credit Advance until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement. 
 Both principal and interest in respect of each Revolving Credit Advance (i) in Dollars are payable in lawful money of the United States of America
to the Agent at its account maintained at 388 Greenwich Street, New York, New York 10013, in same day funds and (ii) in any Committed Currency are payable in such currency at the applicable Payment Office in same day funds. Each Revolving
Credit Advance owing to the Lender by the Borrower pursuant to the Credit Agreement, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which
is part of this Promissory Note. 
 This Promissory Note is one of the Revolving Credit Notes referred to in, and is entitled to the benefits
of, the Credit Agreement. The Credit Agreement, among other things, (i) provides for the making of Revolving Credit Advances by the Lender to the Borrower from time to time in an aggregate amount not to exceed at any time outstanding the U.S.
dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Revolving Credit Advance being evidenced by this Promissory Note, (ii) contains provisions for determining the Dollar Equivalent of Revolving Credit
Advances denominated in Committed Currencies and (iii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof
upon the terms and conditions therein specified. 
  

			
	[NAME OF BORROWER]
		
	By	 	  

	Title:	 	


  

 1 








 ADVANCES AND PAYMENTS OF PRINCIPAL 
  

									
	Date	 	 Amount of
 Advance
	 	 Amount of
 Principal Paid
 or
Prepaid
	 	 Unpaid Principal
 Balance
	 	 Notation
 Made By

	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 

  

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 EXHIBIT A-2 - FORM OF 
 COMPETITIVE BID 
 PROMISSORY NOTE 
  

													
	U.S.$	 	  
	 		 		 	Dated:	 	  
	 	, 200    

 FOR VALUE RECEIVED, the undersigned, [NAME OF BORROWER], a
                     corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of
                     (the “Lender”) for the account of its Applicable Lending Office (as defined in the Credit Agreement
dated as of May 25, 2007 among the Borrower, [Applera Corporation,] the Lender and certain other lenders parties thereto, Citigroup Global Markets Inc., as sole arranger, JPMorgan Chase Bank, N.A., as syndication agent, Bank of America, N.A.
and ABN AMRO Bank N.V., as co-documentation agents, and Citibank, N.A., as Agent for the Lender and such other lenders (as amended or modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as
therein defined)), on                 , 200    , the principal amount of
[U.S.$                    ] [for a Competitive Bid Advance in a Foreign Currency, list currency and amount of such Advance]. 
 The Borrower promises to pay interest on the unpaid principal amount hereof from the date hereof until such principal amount is paid in full, at the
interest rate and payable on the interest payment date or dates provided below: 
 Interest Rate:     % per annum
(calculated on the basis of a year of      days for the actual number of days elapsed). 
 Both principal and
interest are payable in lawful money of                      to Citibank, as agent, for the account of the Lender at the office of Citibank,
at                      in same day funds. 
 This Promissory Note is one of the Competitive Bid Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, contains provisions for acceleration of the
maturity hereof upon the happening of certain stated events. 
 The Borrower hereby waives presentment, demand, protest and notice of any
kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights. 
 This Promissory Note shall be governed by, and construed in accordance with, the laws of the State of New York. 
  


			
	[NAME OF BORROWER]
		
	By	 	  

	Title:	 	


  

 1 








 EXHIBIT B-1 - FORM OF NOTICE OF 
 REVOLVING CREDIT BORROWING 
 Citibank, N.A., as Agent 
     for the Lenders parties 
     to the Credit Agreement 
     referred to below 
     Two Penns
Way 
     New Castle, Delaware 19720 
  

					
		 	[Date]	 	

 Attention: Bank Loan Syndications Department 
 Ladies and Gentlemen: 
 The undersigned, Applera Corporation,
refers to the Credit Agreement, dated as of May 25, 2007 (as amended or modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the undersigned, [Applera
Corporation,] certain Lenders parties thereto, Citigroup Global Markets Inc., as sole arranger, JPMorgan Chase Bank, N.A., as syndication agent, Bank of America, N.A. and ABN AMRO Bank N.V., as co-documentation agents, and Citibank, N.A., as Agent
for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that the undersigned hereby requests a Revolving Credit Borrowing under the Credit Agreement, and in that connection sets forth below
the information relating to such Revolving Credit Borrowing (the “Proposed Revolving Credit Borrowing”) as required by Section 2.02(a) of the Credit Agreement: 
 (i) The Business Day of the Proposed Revolving Credit Borrowing is
                , 200    . 
 (ii) The Type of Advances comprising the Proposed Revolving Credit Borrowing is [Base Rate Advances] [Eurocurrency Rate Advances]. 
 (iii) The aggregate amount of the Proposed Revolving Credit Borrowing is
$                    ][for a Revolving Credit Borrowing in a Committed Currency, list currency and amount of Revolving Credit Borrowing].

 (iv) Wiring instructions for disbursement of the Proposed Revolving Credit Borrowing:
                    . 
 [(v) The initial Interest Period for each Eurocurrency Rate Advance made as part of the Proposed Revolving Credit Borrowing is              month[s].] 
 The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Revolving Credit
Borrowing: 
 (A) the representations and warranties contained in Section 4.01 of the Credit Agreement (except the
representations set forth in the last sentence of subsection (e) thereof and in subsection (f)(i) thereof) and, if the undersigned is a Designated Subsidiary, in the Designation Agreement for such Designated Subsidiary, are correct, before
and after giving effect to the Proposed Revolving Credit Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and 
  

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 (B) no event has occurred and is continuing, or would result from such Proposed Revolving
Credit Borrowing or from the application of the proceeds therefrom, that constitutes a Default. 
  

			
	Very truly yours,
	
	[NAME OF BORROWER]
		
	By	 	  

	Title:	 	


  

 2 








 EXHIBIT B-2 - FORM OF NOTICE OF 
 COMPETITIVE BID BORROWING 
 Citibank, N.A., as Agent 
     for the Lenders parties 
     to the Credit Agreement 
     referred to below 
     Two Penns
Way 
     New Castle, Delaware 19720 
  

					
		 	[Date]	 	

 Attention: Bank Loan Syndications Department 
 Ladies and Gentlemen: 
 The undersigned, Applera Corporation,
refers to the Credit Agreement, dated as of May 25, 2007 (as amended or modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the undersigned, [Applera
Corporation,] certain Lenders parties thereto, Citigroup Global Markets Inc., as sole arranger, JPMorgan Chase Bank, N.A., as syndication agent, Bank of America, N.A. and ABN AMRO Bank N.V., as co-documentation agents, and Citibank, N.A., as Agent
for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.03 of the Credit Agreement that the undersigned hereby requests a Competitive Bid Borrowing under the Credit Agreement, and in that connection sets forth the
terms on which such Competitive Bid Borrowing (the “Proposed Competitive Bid Borrowing”) is requested to be made: 
  

							
	(A)	  	Date of Competitive Bid Borrowing	  	  
	  	
				
	(B)	  	Amount of Competitive Bid Borrowing	  	  
	  	
				
	(C)	  	[Maturity Date] [Interest Period]	  	  
	  	
				
	(D)	  	Interest Rate Basis	  	  
	  	
				
	(E)	  	Day Count Convention	  	  
	  	
				
	(F)	  	Interest Payment Date(s)	  	  
	  	
				
	(G)	  	Currency	  	  
	  	
				
	(H)	  	Borrower’s Account Location (Wiring Instructions)	  	  
	  	
				
	(I)	  	  
	  	  
	  	

 The undersigned hereby certifies that the following statements are true on the date hereof, and
will be true on the date of the Proposed Competitive Bid Borrowing: 
 (a) the representations and warranties contained in
Section 4.01 of the Credit Agreement (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f)(i) thereof) and, if the undersigned is a Designated Subsidiary, in the Designation
Agreement for such Designated Subsidiary, are correct, before and after giving effect to the Proposed Competitive Bid Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; 
 (b) no event has occurred and is continuing, or would result from the Proposed Competitive Bid Borrowing or from the application of the
proceeds therefrom, that constitutes a Default; and 
 (c) the aggregate amount of the Proposed Competitive Bid Borrowing and
all other Borrowings to be made on the same day under the Credit Agreement is within the aggregate amount of the unused Commitments of the Lenders. 
  

 1 








 The undersigned hereby confirms that the Proposed Competitive Bid Borrowing is to be made available to it
in accordance with Section 2.03(a)(v) of the Credit Agreement. 
  

			
	Very truly yours,
	
	[NAME OF BORROWER]
		
	By	 	  

	Title:	 	


  

 2 








 EXHIBIT C - FORM OF 
 ASSIGNMENT AND ACCEPTANCE 
 Reference is made to the Credit Agreement dated as of May 25, 2007 (as
amended or modified from time to time, the “Credit Agreement”) among Applera Corporation, a Delaware corporation (the “Company”), the Lenders (as defined in the Credit Agreement), Citigroup Global Markets Inc., as
sole arranger, JPMorgan Chase Bank, N.A., as syndication agent, Bank of America, N.A. and ABN AMRO Bank N.V., as co-documentation agents, and Citibank, N.A., as agent for the Lenders (the “Agent”). Terms defined in the Credit
Agreement are used herein with the same meaning. 
 The “Assignor” and the “Assignee” referred to on Schedule I
hereto agree as follows: 
 1. The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the
Assignor, an interest in and to the Assignor’s rights and obligations under the Credit Agreement as of the date hereof (other than in respect of Competitive Bid Advances and Competitive Bid Notes) equal to the percentage interest specified on
Schedule 1 hereto of all outstanding rights and obligations under the Credit Agreement (other than in respect of Competitive Bid Advances and Competitive Bid Notes). After giving effect to such sale and assignment, the Assignee’s Commitment and
the amount of the Revolving Credit Advances owing to the Assignee will be as set forth on Schedule 1 hereto. 
 2. The Assignor
(i) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any
other instrument or document furnished pursuant thereto; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company or the performance or observance by any Borrower or the
Company of any of its obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto; and (iv) attaches the Revolving Credit Note, if any, held by the Assignor [and requests that the Agent exchange such
Revolving Credit Note for a new Revolving Credit Note payable to the order of [the Assignee in an amount equal to the Commitment assumed by the Assignee pursuant hereto or new Revolving Credit Notes payable to the order of the Assignee in an amount
equal to the Commitment assumed by the Assignee pursuant hereto and] the Assignor in an amount equal to the Commitment retained by the Assignor under the Credit Agreement, [respectively,] as specified on Schedule 1 hereto]. 
 3. The Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in
Section 4.01 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (ii) agrees that it will, independently and without
reliance upon the Agent, the Assignor 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 action under the Credit Agreement;
(iii) confirms that it is an Eligible Assignee; (iv) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Agent by the
terms thereof, together with such powers and discretion as are reasonably incidental thereto; (v) agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Credit Agreement are required to be
performed by it as a Lender; and (vi) attaches any U.S. Internal Revenue Service forms required under Section 2.14 of the Credit Agreement. 
 4. Following the execution of this Assignment and Acceptance, it will be delivered to the Agent for acceptance and recording by the Agent. The effective date for this Assignment and Acceptance (the “Effective
Date”) shall be the date of acceptance hereof by the Agent, unless otherwise specified on Schedule 1 hereto. 
  

 1 








 5. Upon such acceptance and recording by the Agent, as of the Effective Date, (i) the Assignee shall
be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance,
relinquish its rights and be released from its obligations under the Credit Agreement. 
 6. Upon such acceptance and recording by the Agent,
from and after the Effective Date, the Agent shall make all payments under the Credit Agreement and the Revolving Credit Notes in respect of the interest assigned hereby (including, without limitation, all payments of principal, interest and
facility fees with respect thereto) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under the Credit Agreement and the Revolving Credit Notes for periods prior to the Effective Date directly between
themselves. 
 7. This Assignment and Acceptance shall be governed by, and construed in accordance with, the laws of the State of
New York. 
 8. This Assignment and Acceptance may be executed in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of Schedule 1 to this Assignment and Acceptance by
telecopier shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance. 
 IN WITNESS WHEREOF, the
Assignor and the Assignee have caused Schedule 1 to this Assignment and Acceptance to be executed by their officers thereunto duly authorized as of the date specified thereon. 
  

 2 








 Schedule 1 
 to 
 Assignment and Acceptance 
  

			
	Percentage interest assigned:	 	            %
		
	Assignee’s Commitment:	 	$                    
		
	Aggregate outstanding principal amount of Revolving Credit Advances assigned:	 	$                    
		
	[Principal amount of Revolving Credit Note payable to Assignee:	 	$                    ]
		
	[Principal amount of Revolving Credit Note payable to Assignor:	 	$                    ]
		
	 Effective Date*:                 ,
200    
	 	

  

			
	[NAME OF ASSIGNOR], as Assignor
		
	By	 	  

	Title:	 	
	
	Dated:                 , 200    
	
	[NAME OF ASSIGNEE], as Assignee
		
	By	 	  

	Title:	 	
	
	Dated:                 , 200    
	
	Domestic Lending Office:
	            [Address]
	
	Eurocurrency Lending Office:
	            [Address]


  


	*	This date should be no earlier than five Business Days after the delivery of this Assignment and Acceptance to the Agent. 

  

 3 









					
	Accepted [and Approved]* this	 	
	         day of             ,
200    	 	
		
	CITIBANK, N.A., as Agent	 	
			
	By	 	  
	 	
	Title:	 		 	
		
	[Approved this          day	 	
	of             , 200    	 	
		
	APPLERA CORPORATION	 	
			
	By	 	  
	 	]**
	Title:	 		 	

  


	*	Required if the Assignee is an Eligible Assignee solely by reason of clause (iii) of the definition of "Eligible Assignee". 


	**	Required if the Assignee is an Eligible Assignee solely by reason of clause (iii) of the definition of "Eligible Assignee". 

  

 4 








 EXHIBIT D - FORM OF 
 OPINION OF COUNSEL 
 FOR THE BORROWER 
 AND THE COMPANY 
  

 1 








 EXHIBIT E - FORM OF 
 DESIGNATION AGREEMENT 
  

					
		 	[DATE]	 	

 To each of the Lenders 
     parties to the Credit Agreement 
     (as defined below) and to Citibank, N.A., 
     as Agent for such Lenders 
 Ladies and Gentlemen:

 Reference is made to the Credit Agreement dated as of May 25, 2007 (as amended or modified from time to time, the “Credit
Agreement”) among Applera Corporation, a Delaware corporation (the “Company”), the Lenders (as defined in the Credit Agreement), Citigroup Global Markets Inc., as sole arranger, JPMorgan Chase Bank, N.A., as syndication
agent, Bank of America, N.A. and ABN AMRO Bank N.V., as co-documentation agents, and Citibank, N.A., as agent for the Lenders (the “Agent”). Terms defined in the Credit Agreement are used herein with the same meaning. 
 Please be advised that the Company hereby designates its undersigned Subsidiary,
                     (“Designated Subsidiary”), as a “Designated Subsidiary” under and for all purposes of the
Credit Agreement. 
 The Designated Subsidiary, in consideration of each Lender’s agreement to extend credit to it under and on the
terms and conditions set forth in the Credit Agreement, does hereby assume each of the obligations imposed upon a “Designated Subsidiary” and a “Borrower” under the Credit Agreement and agrees to be bound by the terms and
conditions of the Credit Agreement. In furtherance of the foregoing, the Designated Subsidiary hereby represents and warrants to each Lender as follows: 
 (a) The Designated Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of
                    . 
 (b) The execution and delivery and performance by the Designated Subsidiary of this Designation Agreement, and its performance of this Designation Agreement, the Credit Agreement and any Notes to be delivered by it are within the Designated
Subsidiary’s corporate or other powers, have been duly authorized by all necessary corporate or other action and do not contravene (i) the Designated Subsidiary’s charter or by-laws or (ii) law or any contractual restriction
binding on or affecting the Designated Subsidiary. The Designation Agreement and the Notes delivered by it have been duly executed and delivered on behalf of the Designated Subsidiary. 
 (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any
third party is required for the due execution, delivery and performance by the Designated Subsidiary of this Designation Agreement, the Credit Agreement or any Notes to be delivered by it. 
 (d) This Designation Agreement is, and any Notes to be delivered by the Designated Subsidiary when delivered will be, legal, valid and
binding obligations of the Designated Subsidiary enforceable against the Designated Subsidiary in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or law). 
  

 1 








 (e) There is no pending or threatened action, suit, investigation or proceeding,
including, without limitation, any Environmental Action, affecting the Designated Subsidiary or any of its Subsidiaries before any court, governmental agency or arbitrator that purports to affect the legality, validity or enforceability of this
Designation Agreement, the Credit Agreement or any Note of the Designated Subsidiary. 
 The Designated Subsidiary hereby appoints the
Company as its agent for all purposes under the Credit Agreement and agrees that service of process in any action or proceeding brought in any New York State court or in federal court may be made upon the Company at its offices at 301 Merritt 7,
Norwalk, Connecticut 06851, Attention: Treasurer (the “Process Agent”) and the Designated Subsidiary hereby irrevocably appoints the Process Agent to give any notice of any such service of process, and agrees that the failure of the
Process Agent to give any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. 
 The Company hereby accepts such appointment as Process Agent and agrees with you that (i) the Company will maintain an office in the United States
through the Termination Date and will give the Agent prompt notice of any change of address of the Company, (ii) the Company will perform its duties as Process Agent to receive on behalf of the Designated Subsidiary and its property service of
copies of the summons and complaint and any other process which may be served in any action or proceeding in any New York State or federal court sitting in New York City arising out of or relating to the Credit Agreement and (iii) the Company
will forward forthwith to the Designated Subsidiary at its address at                      or, if different, its then current address, copies
of any summons, complaint and other process which the Company received in connection with its appointment as Process Agent. 
 This
Designation Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. 
  

			
	Very truly yours,
	
	APPLERA CORPORATION
		
	By	 	  

	Name:	 	
	Title:	 	
	
	[THE DESIGNATED SUBSIDIARY]
		
	By	 	  

	Name:	 	
	Title:	 	


  

 2