EX-10.3






AMENDED AND RESTATED CREDIT AGREEMENT,




dated as of June 8, 2007,




(amending and restating the Credit Agreement, dated as of June 6, 2006)




among




FERRO CORPORATION




and




CERTAIN OF ITS DESIGNATED SUBSIDIARIES




FROM TIME TO TIME PARTY HERETO,




as the Borrowers,




VARIOUS FINANCIAL INSTITUTIONS AND OTHER PERSONS




FROM TIME TO TIME PARTY HERETO,




as the Lenders,




CREDIT SUISSE, CAYMAN ISLANDS BRANCH,




as the Term Loan Administrative Agent,




NATIONAL CITY BANK,




as the Revolving Loan Administrative Agent




and the Collateral Agent,




KEYBANK NATIONAL ASSOCIATION,




as the Documentation Agent




and




CITIGROUP GLOBAL MARKETS, INC.,




as the Syndication Agent














CREDIT SUISSE SECURITIES (USA) LLC




and




NATIONAL CITY BANK,




as Joint Lead Arrangers and Joint Bookrunners






1






ARTICLE I




DEFINITIONS AND ACCOUNTING TERMS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 1.1
	 	Defined Terms
	 	 	2	 	 	 	 	 
	Section 1.2
	 	Use of Defined Terms
	 	 	33	 	 	 	 	 
	Section 1.3
	 	Cross-References
	 	 	33	 	 	 	 	 
	Section 1.4
	 	Accounting and Financial Determinations
	 	 	33	 	 	 	 	 
	Section 1.5
	 	Exchange Rates; Currency Equivalents
	 	 	34	 	 	 	 	 
	Section 1.6
	 	Redenomination of Certain Foreign Currencies and
	 	 	 	 	 	 	34	 
	 
	 	Computation of Dollar Amounts
	 	 	 	 	 	 	 	 
	Section 1.7
	 	American Legal Terms
	 	 	34	 	 	 	 	 






ARTICLE II




COMMITMENTS, BORROWING AND ISSUANCE PROCEDURES, NOTES AND LETTERS OF CREDIT




	 	 	 	 	 	 	 	 	 
	Section 2.1
	 	Commitments
	 	 	35	 
	Section 2.2
	 	Reduction of the Commitment Amounts
	 	 	37	 
	Section 2.3
	 	Borrowing Procedures
	 	 	37	 
	Section 2.4
	 	Continuation and Conversion Elections
	 	 	39	 
	Section 2.5
	 	Alternate Currency Loans
	 	 	40	 
	Section 2.6
	 	Funding
	 	 	41	 
	Section 2.7
	 	Issuance Procedures
	 	 	41	 
	Section 2.8
	 	Registers; Notes
	 	 	44	 
	Section 2.9
	 	Designated Borrowers
	 	 	45	 






ARTICLE III




REPAYMENTS, PREPAYMENTS, INTEREST AND FEES




	 	 	 	 	 	 	 	 	 
	Section 3.1
	 	Repayments and Prepayments; Application
	 	 	46	 
	Section 3.2
	 	Interest Provisions
	 	 	52	 
	Section 3.3
	 	Fees
	 	 	53	 






ARTICLE IV




CERTAIN LIBO RATE AND OTHER PROVISIONS




	 	 	 	 	 	 	 	 	 
	Section 4.1
	 	LIBO Rate Lending Unlawful
	 	 	54	 
	Section 4.2
	 	Deposits Unavailable
	 	 	54	 
	Section 4.3
	 	Increased LIBO Rate Loan Costs, etc
	 	 	55	 
	Section 4.4
	 	Funding Losses
	 	 	55	 
	Section 4.5
	 	Increased Capital Costs
	 	 	56	 
	Section 4.6
	 	Taxes
	 	 	56	 
	Section 4.7
	 	Payments, Computations; Proceeds of Collateral, etc
	 	 	58	 
	Section 4.8
	 	Sharing of Payments
	 	 	59	 
	Section 4.9
	 	Setoff
	 	 	60	 
	Section 4.10
	 	Removal of Lenders
	 	 	60	 
	Section 4.11
	 	Guaranty by the Company
	 	 	61	 






ARTICLE V




CONDITIONS TO EFFECTIVENESS AND CREDIT EXTENSION




	 	 	 	 	 	 	 	 	 
	Section 5.1
	 	Effectiveness
	 	 	63	 
	Section 5.2
	 	All Credit Extensions
	 	 	65	 






ARTICLE VI




REPRESENTATIONS AND WARRANTIES




	 	 	 	 	 	 	 	 	 
	Section 6.1
	 	Organization, etc
	 	 	66	 
	Section 6.2
	 	Due Authorization, Non-Contravention, etc
	 	 	66	 
	Section 6.3
	 	Government Approval, Regulation, etc
	 	 	66	 
	Section 6.4
	 	Validity, etc
	 	 	66	 
	Section 6.5
	 	Financial Information
	 	 	66	 
	Section 6.6
	 	No Material Adverse Change
	 	 	67	 
	Section 6.7
	 	Litigation, Labor Controversies, etc
	 	 	67	 
	Section 6.8
	 	Subsidiaries
	 	 	67	 
	Section 6.9
	 	Ownership of Properties
	 	 	67	 
	Section 6.10
	 	Taxes; Other Laws
	 	 	67	 
	Section 6.11
	 	Pension and Welfare Plans
	 	 	68	 
	Section 6.12
	 	Environmental Warranties
	 	 	68	 
	Section 6.13
	 	Accuracy of Information
	 	 	69	 
	Section 6.14
	 	Regulations U and X
	 	 	69	 
	Section 6.15
	 	Solvency
	 	 	70	 






ARTICLE VII




COVENANTS




	 	 	 	 	 	 	 	 	 
	Section 7.1
	 	Affirmative Covenants
	 	 	70	 
	Section 7.2
	 	Negative Covenants
	 	 	75	 






ARTICLE VIII




EVENTS OF DEFAULT




	 	 	 	 	 	 	 	 	 
	Section 8.1
	 	Listing of Events of Default
	 	 	83	 
	Section 8.2
	 	Action if Bankruptcy
	 	 	85	 
	Section 8.3
	 	Action if Other Event of Default
	 	 	85	 






ARTICLE IX




THE AGENTS




	 	 	 	 	 	 	 	 	 
	Section 9.1
	 	Actions
	 	 	85	 
	Section 9.2
	 	Funding Reliance, etc
	 	 	86	 
	Section 9.3
	 	Exculpation
	 	 	87	 
	Section 9.4
	 	Successor
	 	 	87	 
	Section 9.5
	 	Loans by the Agents
	 	 	87	 
	Section 9.6
	 	Credit Decisions
	 	 	87	 
	Section 9.7
	 	Copies, etc
	 	 	88	 
	Section 9.8
	 	Reliance by the Agents
	 	 	88	 
	Section 9.9
	 	Defaults
	 	 	88	 
	Section 9.10
	 	Posting of Approved Electronic Communications
	 	 	89	 
	Section 9.11
	 	Joint Lead Arrangers and Documentation Agent
	 	 	90	 






ARTICLE X




MISCELLANEOUS PROVISIONS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 10.1
	 	Waivers, Amendments, etc
	 	 	 	 	 	 	90	 	 	 	 	 
	Section 10.2
	 	Notices; Time
	 	 	 	 	 	 	92	 	 	 	 	 
	Section 10.3
	 	Payment of Costs and Expenses
	 	 	 	 	 	 	92	 	 	 	 	 
	Section 10.4
	 	Indemnification
	 	 	 	 	 	 	93	 	 	 	 	 
	Section 10.5
	 	Survival
	 	 	 	 	 	 	94	 	 	 	 	 
	Section 10.6
	 	Severability
	 	 	 	 	 	 	94	 	 	 	 	 
	Section 10.7
	 	Headings
	 	 	 	 	 	 	94	 	 	 	 	 
	Section 10.8
	 	Execution in Counterparts, Effectiveness, etc
	 	 	 	 	 	 	94	 	 	 	 	 
	Section 10.9
	 	Governing Law; Entire Agreement
	 	 	 	 	 	 	94	 	 	 	 	 
	Section 10.10
	 	Successors and Assigns
	 	 	 	 	 	 	95	 	 	 	 	 
	Section 10.11	 	Sale and Transfer of Credit Extensions; Participations in Credit Extensions; Notes
	 	 	 	 	 	 	95	 
	Section 10.12
	 	Other Transactions
	 	 	 	 	 	 	98	 	 	 	 	 
	Section 10.13
	 	Forum Selection and Consent to Jurisdiction
	 	 	 	 	 	 	98	 	 	 	 	 
	Section 10.14
	 	Waiver of Jury Trial
	 	 	 	 	 	 	99	 	 	 	 	 
	Section 10.15
	 	Patriot Act
	 	 	 	 	 	 	99	 	 	 	 	 
	Section 10.16
	 	Judgment Currency
	 	 	 	 	 	 	99	 	 	 	 	 
	Section 10.17
	 	Confidentiality100
	 	 	 	 	 	 	 	 	 	 	 	 
	Section 10.18
	 	Counsel Representation101
	 	 	 	 	 	 	 	 	 	 	 	 
	Section 10.19	 	Effect of Amendment and Restatement of the Existing Credit Agreement
	 	 	101	 	 	 	 	 
	SCHEDULE I
	 	 	–	 	 	Disclosure Schedule
	 	 	 	 	 	 	 	 
	SCHEDULE II
	 	 	–	 	 	Percentages; LIBOR Office; Domestic Office
	 	 	 	 	 	 	 	 
	SCHEDULE III
	 	 	–	 	 	Mortgaged Properties
	 	 	 	 	 	 	 	 
	EXHIBIT A-1
	 	 	–	 	 	Form of Revolving Note
	 	 	 	 	 	 	 	 
	EXHIBIT A-2
	 	 	–	 	 	Form of Term Note
	 	 	 	 	 	 	 	 
	EXHIBIT A-3
	 	 	–	 	 	Form of Swingline Note
	 	 	 	 	 	 	 	 
	EXHIBIT B-1
	 	 	–	 	 	Form of Borrowing Request
	 	 	 	 	 	 	 	 
	EXHIBIT B-2
	 	 	–	 	 	Form of Issuance Request
	 	 	 	 	 	 	 	 
	EXHIBIT C
	 	 	–	 	 	Form of Continuation/Conversion Notice
	 	 	 	 	 	 	 	 
	EXHIBIT D
	 	 	–	 	 	Form of Lender Assignment Agreement
	 	 	 	 	 	 	 	 
	EXHIBIT E
	 	 	–	 	 	Form of Compliance Certificate
	 	 	 	 	 	 	 	 
	EXHIBIT F
	 	 	–	 	 	Conformed Copy of Subsidiary Guaranty (Domestic)
	 	 	 	 	 	 	 	 
	EXHIBIT G
	 	 	–	 	 	Conformed Copy of Pledge and Security Agreement
	 	 	 	 	 	 	 	 
	EXHIBIT H
	 	 	 	 	 	Conformed Copy of Collateral Sharing Agreement
	 	 	 	 	 	 	 	 
	EXHIBIT I-1
	 	 	–	 	 	Form of Designated Borrower Request and Assumption Agreement
	 	 	 	 	 	 	 	 
	EXHIBIT I-2
	 	 	–	 	 	Form of Designated Borrower Notice
	 	 	 	 	 	 	 	 
	EXHIBIT J
	 	 	 	 	 	Form of Affirmation and Consent
	 	 	 	 	 	 	 	 
	EXHIBIT K
	 	 	 	 	 	Form of Amendment Effective Date Certificate
	 	 	 	 	 	 	 	 






2




AMENDED AND RESTATED CREDIT AGREEMENT




THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 8, 2007, is among FERRO
CORPORATION, an Ohio corporation (the “Company”), certain Subsidiaries of the Company from
time to time party hereto (each a “Designated Borrower” and together with the Company, each
a “Borrower” and collectively the “Borrowers”), the various financial institutions
and other Persons from time to time party hereto (the “Lenders”), CREDIT SUISSE, CAYMAN
ISLANDS BRANCH (“CS”), as the administrative agent for the Term Loan Lenders (in such
capacity, the “Term Loan Administrative Agent”), NATIONAL CITY BANK (“National
City”), as the administrative agent for the Revolving Loan Lenders (in such capacity, the
“Revolving Loan Administrative Agent”, and together with the Term Loan Administrative
Agent, each an Administrative Agent and collectively the “Administrative Agents”) and as
the collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”),
KEYBANK NATIONAL ASSOCIATION as the documentation agent (in such capacity, the “Documentation
Agent”), and CITIGROUP GLOBAL MARKETS, INC., as the syndication agent (in such capacity, the
“Syndication Agent”).



W I T N E S S E T H:




WHEREAS, pursuant to the Credit Agreement, dated as of June 6, 2006 (as the same may have been
modified prior to the date hereof, the “Existing Credit Agreement”), among the Borrowers,
the lenders party thereto (the “Existing Lenders”), CS, as administrative agent for the
Existing Lenders with a commitment to make Term Loans thereunder, National City, as administrative
agent for the Existing Lenders with a Revolving Loan Commitment thereunder and as the collateral
agent, and the other agents, the Existing Lenders committed to extend to the Borrowers a
$250,000,000 revolving credit facility to make revolving loans (the “Existing Revolving
Loans”) (such term and each other capitalized term used but not defined in the preamble and the
recitals having the meanings provided in Section 1.1), and provided term loans to the
Borrowers in the aggregate principal amount of $305,000,000 (the “Existing Term Loans”, and
collectively with the Existing Revolving Loans, the “Existing Loans”);



WHEREAS, the Borrowers have requested that the Existing Credit Agreement be amended on the
Amendment Effective Date to, among other things, provide for Loans to the Borrowers in an amount up
to the applicable Commitment Amount on and subject to the terms and conditions of this Agreement
and pay fees, costs and expenses related thereto (the foregoing and all other transactions related
hereto, collectively, the “Transaction);



WHEREAS, further to the foregoing recital, the Borrowers have requested, and the Lenders
(including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement),
that the Existing Credit Agreement be amended to read as set forth in this Agreement, and it has
been agreed by the parties to the Existing Credit Agreement that the Existing Loans that are not
being repaid and other “Obligations” (under, and as defined in, the Existing Credit Agreement)
shall be governed by and deemed to be outstanding under this Agreement with the intent that the
terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which
shall hereafter have no further effect upon the parties thereto); provided that any Rate
Protection Agreements with any one or more Existing Lenders (or their respective Affiliates) shall
continue unamended and in full force and effect; and



WHEREAS, all Obligations are and shall continue to be secured by all collateral on which a
Lien is granted to the Collateral Agent pursuant to any Loan Document;



NOW, THEREFORE, the parties hereto hereby agree to amend and restate the Existing Credit
Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety as
follows:



ARTICLE I




DEFINITIONS AND ACCOUNTING TERMS




SECTION 1.1 Defined Terms. The following terms (whether or not underscored) when used
in this Agreement, including its preamble and recitals, shall, except where the context otherwise
requires, have the following meanings (such meanings to be equally applicable to the singular and
plural forms thereof):



“Account” means any account (as that term is defined in Section 9-102 of the UCC) of
the Company or any of its Subsidiaries arising from the sale or lease of goods or rendering of
services.



“Account Debtor” means any Person who is or who may become obligated under, with
respect to, or on account of, an account, chattel paper, or a general intangible, in each case, as
such term is defined under the UCC.



“Administrative Agent” and “Administrative Agents” are defined in the
preamble and include each other Person appointed as a successor Administrative Agent
pursuant to Section 9.4.



“Affected Lender” is defined in Section 4.10.



“Affiliate” of any Person means any other Person which, directly or indirectly,
controls, is controlled by or is under common control with such Person. “Control” of a Person
means the power, directly or indirectly, (a) to vote 10% or more of the Capital Securities (on a
fully diluted basis) of such Person having ordinary voting power for the election of directors,
managing members or general partners (as applicable) or (b) to direct or cause the direction of the
management and policies of such Person (whether by contract or otherwise).



“Affirmation and Consent” means the Affirmation and Consent, dated as of the Amendment
Effective Date, among each Subsidiary Guarantor and the Collateral Agent, substantially in the form
of Exhibit J hereto.



“Agents” means, collectively, the Administrative Agents and the Collateral Agent.



“Agreement” means, on any date, this Amended and Restated Credit Agreement as
originally in effect on the Amendment Effective Date and as the same may thereafter from time to
time be further amended, supplemented, amended and restated or otherwise modified and in effect on
such date.



“Alternate Base Rate” means, on any date and with respect to all Base Rate Loans, a
fluctuating rate of interest per annum (rounded upward, if necessary, to the next highest 1/16 of
1%) equal to the higher of (a) the Base Rate in effect on such day; and (b) the Federal Funds Rate
in effect on such day plus 1/2 of 1%. Changes in the rate of interest on that portion of any Loans
maintained as Base Rate Loans will take effect simultaneously with each change in the Alternate
Base Rate. The Revolving Loan Administrative Agent will give notice promptly to the Company and
the Lenders of changes in the Alternate Base Rate; provided that the failure to give such
notice shall not affect the Alternate Base Rate in effect after such change.



“Alternate Currency” means Euros or Yen, as the case may be.



“Alternate Currency Commitment” means, relative to any Lender, such Lender’s
obligation (if any) to make Alternate Currency Loans pursuant to clause (a) of Section
2.1.1.



“Alternate Currency Commitment Amount” means, on any date, a maximum amount equal to
the Dollar Equivalent of $100,000,000, as such amount may be permanently reduced by
Section 2.2.



“Alternate Currency Equivalent” means, with respect to any amount denominated in
Dollars, the equivalent amount thereof in the applicable Alternate Currency as determined by the
Revolving Loan Administrative Agent at such time on the basis of the Spot Rate (determined in
respect of the most recent Revaluation Date) for the purchase of such Alternate Currency with
Dollars.



“Alternate Currency Loan” means any Revolving Loan denominated in an Alternate
Currency.



“Amendment Effective Date” means the date this Agreement becomes effective pursuant to
Section 10.8.



“Amendment Effective Date Certificate” means the certificate executed and delivered by
an Authorized Officer of the Company pursuant to the terms of this Agreement, substantially in the
form of Exhibit K hereto.



“Applicant Borrower” is defined in clause (a) of Section 2.9.



“Applicable Commitment Fee Margin” means with respect to the Revolving Loan
Commitment, (a) prior to the Amendment Effective Date, the applicable percentage then in effect
under the Existing Credit Agreement, as determined by reference to the relevant Index Debt Rating
pursuant to the terms thereof, (b) as of the Amendment Effective Date to the date on which the
Administrative Agents receive a Compliance Certificate pursuant to clause (c) of
Section 7.1.1 for the Fiscal Quarter ending June 30, 2007, 0.375% and (c) thereafter, the
applicable percentage set forth below determined by reference to the Leverage Ratio as set forth in
the most recent Compliance Certificate received by the Administrative Agents pursuant to clause
(c) of Section 7.1.1:



	 	 	 	 	 	 	 
	.

        .

	 	.

Leverage Ratio
	 	Applicable Commitment Fee Margin

for Revolving Loan Commitment

	
 
	 	 
	 	 	 	 
	Level I

Level II

	 	< 2.00:1

> 2.00:1 but < 2.50:1
	 	0.200%

0.250%

	
 
	 	 
	 	


	Level III

	 	> 2.50:1 but < 3.00:1
	 	 	0.250	%
	
 
	 	 
	 	


	Level IV

	 	> 3.00:1 but < 3.50:1
	 	 	0.375	%
	
 
	 	 
	 	


	Level V

	 	> 3.50:1
	 	 	0.500	%
	
 
	 	 
	 	








Changes in the Applicable Commitment Fee Margin resulting from a change in the Leverage Ratio shall
become effective as of the first Business Day immediately following delivery by the Company to the
Administrative Agents of a new Compliance Certificate pursuant to clause (c) of Section
7.1.1; provided that if a Compliance Certificate is not delivered when due in
accordance with such Section, then the Applicable Commitment Fee Margin shall increase to the next
higher level above the Applicable Commitment Fee Margin then in effect, which increased Applicable
Commitment Fee Margin shall apply as of the first Business Day after the date on which such
Compliance Certificate was required to have been delivered.



“Applicable Margin” means:



(a) with respect to Term Loans, (i) prior to the Amendment Effective Date, 1.75% for Base Rate
Loans and 2.75% for LIBO Rate Loans and (ii) on and after the Amendment Effective Date, 1.00% for
Base Rate Loans and 2.00% for LIBO Rate Loans; and



(b) with respect to Revolving Loans and Swing Line Loans (other than Swing Line Loans being
maintained as Money Market Rate Loans), (i) prior to the Amendment Effective Date, the applicable
percentage then in effect under the Existing Credit Agreement, as determined by reference to the
relevant Index Debt Rating pursuant to the terms thereof, (ii) from the Amendment Effective Date to
the date on which the Administrative Agents receive a Compliance Certificate pursuant to clause
(c) of Section 7.1.1 for the Fiscal Quarter ending June 30, 2007, 0.500% per annum for
Base Rate Loans and 1.500% per annum for LIBO Rate Loans and (iii) thereafter, the applicable
percentage set forth below determined by reference to the Leverage Ratio as set forth in the most
recent Compliance Certificate received by the Administrative Agents pursuant to clause (c)
of Section 7.1.1:



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Applicable Margin	 	Applicable Margin for
	 	 	Leverage Ratio	 	for Base Rate Loans	 	LIBO Rate Loans
	Level I

Level II

	 	< 2.00:1

> 2.00:1 but < 2.50:1
	 	0.000%

0.000%
	 	0.750%

1.000%

	
 
	 	 
	 	

	 	


	Level III

	 	> 2.50:1 but < 3.00:1
	 	 	0.250	%	 	 	1.250	%
	
 
	 	 
	 	

	 	


	Level IV

	 	> 3.00:1 but < 3.50:1
	 	 	0.500	%	 	 	1.500	%
	
 
	 	 
	 	

	 	


	Level V

	 	> 3.50:1
	 	 	1.000	%	 	 	2.000	%
	
 
	 	 
	 	

	 	








Changes in the Applicable Margin pursuant to this clause (b) resulting from a change in the
Leverage Ratio shall become effective as of the first Business Day immediately following delivery
by the Company to the Administrative Agents of a new Compliance Certificate pursuant to clause
(c) of Section 7.1.1; provided that if a Compliance Certificate is not
delivered when due in accordance with such Section, then the Applicable Margin shall increase to
the next higher level above the Applicable Margin then in effect, which increased Applicable Margin
shall apply as of the first Business Day after the date on which such Compliance Certificate was
required to have been delivered.



“Approved Fund” means any Person (other than a natural Person) that (a) is engaged in
making, purchasing, holding or otherwise investing in commercial loans and similar extensions of
credit in the ordinary course of its business and (b) is administered, advised or managed by a
Lender, an Affiliate of a Lender or a Person or an Affiliate of a Person that administers, advises
or manages a Lender.



“Authorized Officer” means, relative to any Obligor, those of its officers, general
partners, managing members or other authorized person(s) (as applicable) whose signatures and
incumbency shall have been certified to the Administrative Agents, the Lenders and the Issuers
pursuant to Section 5.1.1.



“Available” means, in respect of any Alternate Currency and any Lender, that such
Alternate Currency is, at the relevant time, readily available to such Lender as deposits in the
London or other applicable interbank market in the relevant amount and for the relevant term, is
freely convertible into Dollars and is freely transferable for the purposes of this Agreement, but
if, notwithstanding that each of the foregoing tests is satisfied:




(a) such Alternate Currency is, under the then current legislation or regulations of
the country of such Alternate Currency (or under the policy of the central bank of such
country) or the F.R.S. Board, not permitted to be used for the purposes of this Agreement;




(b) there is no, or only insignificant, investor demand for the making of advances
having an interest period equivalent to that for the LIBO Rate Loan denominated in an
Alternate Currency which the Borrowers have requested be made; or




(c) there are policy or other reasons which make it undesirable or impractical for a
Lender to make a LIBO Rate Loan denominated in such Alternate Currency available as
determined by such Lender in its sole discretion;



then such Alternate Currency may be treated by any Lender as not being Available.



“Base Rate” means, at any time, (a) with respect to Term Loans, excluding Specified
Term Loan Tranches, the rate of interest then most recently established by CS in New York, New York
as its base rate for Dollars loaned in the United States and (b) with respect to Revolving Loans
and Swing Line Loans, the rate of interest then most recently established by National City in
Cleveland, Ohio as its base rate for Dollars loaned in the United States. The Base Rate is not
necessarily intended to be the lowest rate of interest determined by the Administrative Agents in
connection with extensions of credit.



“Base Rate Loan” means a Loan denominated in Dollars bearing interest at a fluctuating
rate determined by reference to the Alternate Base Rate.



“Borrower” and “Borrowers” are defined in the preamble.



“Borrowing” means the Loans of the same type and, in the case of LIBO Rate Loans,
having the same Interest Period made by all Lenders required to make such Loans on the same
Business Day and pursuant to the same Borrowing Request in accordance with Section 2.3.



“Borrowing Request” means a Loan request and certificate duly executed by an
Authorized Officer of a Borrower substantially in the form of Exhibit B-1 hereto.



“Business Day” means: (a) any day which is neither a Saturday or Sunday nor a legal
holiday on which banks are authorized or required to be closed in New York, New York; and
(b)relative to the making, continuing, prepaying or repaying of any LIBO Rate Loans, any day which
is a Business Day described in clause (a) above and (i) on which dealings in the relevant
currency are carried on in the London interbank eurodollar market and (ii) in the case of LIBO Rate
Loans denominated in an Alternate Currency, on which banks in the country for which such Alternate
Currency is the lawful currency are not authorized or required to be closed.



“Capital Expenditures” means, for any period, the aggregate amount of all expenditures
of the Company and its Subsidiaries for fixed or capital assets made during such period which, in
accordance with GAAP, would be classified as capital expenditures on the Company’s Consolidated
Statement of Cash Flows.



“Capital Securities” means, with respect to any Person, all shares, interests,
participations or other equivalents (however designated, whether voting or non-voting) of such
Person’s capital, whether now outstanding or issued after the Closing Date.



“Capitalized Lease Liabilities” means, with respect to any Person, all monetary
obligations of such Person and its Subsidiaries under any leasing or similar arrangement which have
been (or, in accordance with GAAP, should be) classified as capitalized leases, and for purposes of
each Loan Document the amount of such obligations shall be the capitalized amount thereof,
determined in accordance with GAAP, and the stated maturity thereof shall be the date of the last
payment of rent or any other amount due under such lease prior to the first date upon which such
lease may be terminated by the lessee without payment of a premium or a penalty.



“Cash Collateralize” means, with respect to a Letter of Credit, the deposit of
immediately available funds into a cash collateral account maintained with (or on behalf of) the
Revolving Loan Administrative Agent on terms satisfactory to the Revolving Loan Administrative
Agent in an amount equal to the Stated Amount of such Letter of Credit.



“Cash Equivalent Investment” means, at any time:




(a) any direct obligation of (or unconditionally guaranteed by) the United States or a
State thereof (or any agency or political subdivision thereof, to the extent such
obligations are supported by the full faith and credit of the United States or a State
thereof) maturing not more than one year after such time;




(b) commercial paper maturing not more than 270 days from the date of issue, which is
issued by (i) a corporation (other than an Affiliate of any Obligor) organized under the
laws of any State of the United States or of the District of Columbia and rated A-1 or
higher by S&P or P-1 or higher by Moody’s, or (ii) any Lender (or its holding company);




(c) any certificate of deposit, time deposit or bankers acceptance, maturing not more
than one year after its date of issuance, which is issued by either (i) any bank organized
under the laws of the United States (or any State thereof) and which has (x) a credit rating
of A2 or higher from Moody’s or A or higher from S&P and (y) a combined capital and surplus
greater than $500,000,000, or (ii) any Lender; or




(d) any repurchase agreement having a term of 30 days or less entered into with any
Lender or any commercial banking institution satisfying the criteria set forth in
clause (c)(i) which (i) is secured by a fully perfected security interest in any
obligation of the type described in clause (a), and (ii) has a market value at the
time such repurchase agreement is entered into of not less than 100% of the repurchase
obligation of such commercial banking institution thereunder.



“Casualty Event” means the damage, destruction or condemnation, as the case may be, of
property of any Person or any of its Subsidiaries.



“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability
Act of 1980, as amended.



“CERCLIS” means the Comprehensive Environmental Response Compensation Liability
Information System List.



“Change in Control” means:




(a) any person or group (within the meaning of Sections 13(d) and 14(d) under the
Exchange Act), shall become the ultimate “beneficial owner” (as defined in Rules 13d-3 and
13d-5 under the Exchange Act) of, or enter into contracts or arrangements whereby they will
acquire or control, directly or indirectly, Capital Securities or Voting Securities
representing 25% or more of the Capital Securities or Voting Securities of the Company on a
fully diluted basis;




(b) during any period of up to 24 consecutive months, individuals who at the beginning
of such period constituted the Board of Directors of the Company (together with any new
directors whose election to such Board or whose nomination for election by the stockholders
of the Company was approved by a vote of at least two-thirds of the directors then still in
office who were either directors at the beginning of such period or whose election or
nomination for election was previously so approved) cease for any reason to constitute a
majority of the Board of Directors of the Company then in office; or




(c) the shareholders of the Company approve a plan of complete liquidation of the
Company or an agreement or agreements for the sale or disposition by the Company of all or
substantially all of the Company’s assets.



“Closing Date” means June 6, 2006.



“Code” means the Internal Revenue Code of 1986, and the regulations thereunder, in
each case as amended, reformed or otherwise modified from time to time.



“Collateral Agent” is defined in the preamble and includes each other Person
appointed as the successor Collateral Agent pursuant to Section 9.4.



“Collateral Sharing Agreement” means the Collateral Sharing Agreement, dated as of the
Closing Date, among the Obligors, the Collateral Agent and J. P. Morgan Trust Company, National
Association, as trustee under the Indentures, a conformed copy of which is attached as Exhibit
H hereto, as amended, supplemented, amended and restated or otherwise modified from time to
time.



“Collections” means all cash, checks, notes, instruments and other items of payment
(including insurance proceeds, proceeds of cash sales, rental proceeds and Tax refunds) of the
Company and its Subsidiaries.



“Commitment” means, as the context may require, the Revolving Loan Commitment, the
Alternate Currency Commitment, the Letter of Credit Commitment or the Swing Line Loan Commitment.



“Commitment Amount” means, as the context may require, the Alternate Currency
Commitment Amount, the Revolving Loan Commitment Amount, the Letter of Credit Commitment Amount or
the Swing Line Loan Commitment Amount.



“Commitment Termination Event” means:




(a) the occurrence of any Event of Default with respect to the Company described in
clauses (a) through (d) of Section 8.1.9; or




(b) the occurrence and continuance of any other Event of Default and either:




(i) the declaration of all or any portion of the Loans to be due and payable
pursuant to Section 8.3, or




(ii) the giving of notice by the Administrative Agents, acting at the direction
of the Required Lenders, to the Company that the Commitments have been terminated.



“Communications” is defined in clause (a) of Section 9.10.



“Company” is defined in the preamble.



“Compliance Certificate” means a certificate duly completed and executed by an
Authorized Officer of the Company, substantially in the form of Exhibit E hereto, together
with such changes thereto as the Administrative Agents may from time to time request for the
purpose of monitoring the Company’s compliance with the financial covenants contained herein.



“Contingent Liability” means any agreement, undertaking or arrangement by which any
Person guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or
indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or
otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the Indebtedness
of any other Person (other than by endorsements of instruments in the course of collection), or
guarantees the payment of dividends or other distributions upon the Capital Securities of any other
Person. The amount of any Person’s obligation under any Contingent Liability shall (subject to any
limitation set forth therein) be deemed to be the outstanding principal amount of the debt,
obligation or other liability guaranteed thereby. For the avoidance of doubt, “Contingent
Liability” shall not include “take-or-pay” obligations for less than twelve months for inventory
acquired in the ordinary course of business; provided that such twelve-month limitation
shall not apply to “take-or-pay” obligations with respect to natural gas acquired in the ordinary
course of business.



“Continuation/Conversion Notice” means a notice of continuation or conversion and
certificate duly executed by an Authorized Officer of the Company, substantially in the form of
Exhibit C hereto.



“Control Agreement” means an agreement in form and substance satisfactory to the
Collateral Agent which provides for the Collateral Agent to have “control” (as defined in Section
8-106 of the UCC, as such term relates to investment property (other than certificated securities
or commodity contracts), or as used in Section 9-106 of the UCC, as such term relates to commodity
contracts, or as used in Section 9-104(a) of the UCC, as such term relates to deposit accounts).



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



“Copyright Pledge and Security Agreement” means any Copyright Security Agreement
executed and delivered by any Obligor in substantially the form of Exhibit C to the Security
Agreement, as amended, supplemented, amended and restated or otherwise modified from time to time.



“Credit Extension” means, as the context may require: (a)the making of a Loan by a
Lender; or (b) the issuance of any Letter of Credit, or the extension of any Stated Expiry Date of
any existing Letter of Credit, by an Issuer.



“CS” is defined in the preamble.



“Currency” and “Currencies” means Dollars, Euros and Yen.



“Current GAAP Financials” is defined in Section 1.4.



“Default” means any Event of Default or any condition, occurrence or event which,
after notice or lapse of time or both, would constitute an Event of Default.



“Deposit Account” means a “deposit account” as that term is defined in Section
9-102(a) of the UCC.



“Designated Borrower” is defined in the preamble.



“Designated Borrower Notice” is defined in clause (a) of Section 2.9.



“Designated Borrower Obligations” means all Obligations of each Designated Borrower.



“Designated Borrower Request and Assumption Agreement” is defined in clause
(a) of Section 2.9.



“Disbursement” is defined in Section 2.7.2.



“Disbursement Date” is defined in Section 2.7.2.



“Disclosure Schedule” means the Disclosure Schedule attached hereto as
Schedule I, as it may be amended, supplemented, amended and restated or otherwise modified
from time to time by the Company with the written consent of the Required Lenders.



“Disposition” (or similar words such as “Dispose”) means any sale, transfer,
lease, contribution or other conveyance (including by way of merger) of, or the granting of
options, warrants or other rights to, any of the Borrowers’ or their Subsidiaries’ assets
(including accounts receivable and Capital Securities of Subsidiaries) to any other Person in a
single transaction or series of transactions.



“Documentation Agent” is defined in the preamble.



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



“Dollar Equivalent” means, as of any date of determination, (a) as to any amount
denominated in Dollars, such amount in Dollars, and (b) as to any amount denominated in an
Alternate Currency, the equivalent amount thereof in Dollars as determined by the Revolving Loan
Administrative Agent on the basis of the Spot Rate for the purchase of Dollars with such Alternate
Currency.



“Domestic Office” means the office of a Lender designated as its “Domestic Office” on
Schedule II hereto or in a Lender Assignment Agreement, or such other office within the
United States as may be designated from time to time by notice from such Lender to the applicable
Administrative Agent and the Company.



“EBITDA” means, for any applicable period, the sum of (a) Net Income, plus (b)
to the extent deducted in determining Net Income, the sum of (i) amounts attributable to
amortization, (ii) income tax expense, (iii) Interest Expense, (iv) depreciation of assets, (v)
expenses incurred in connection with the Company’s accounting investigations and audit expenses in
an aggregate amount not to exceed $10,000,000 for each of the 2005 Fiscal Year and 2006 Fiscal
Year, respectively, (vi) restructuring expenses (including expenses relating to modifications to
the Company’s retirement programs) in an aggregate amount not to exceed $30,000,000 in the
aggregate for the 2006 and 2007 Fiscal Years, of which approximately $7,000,000 remains available
as of the Amendment Effective Date, (vii) restructuring expenses related to additional
restructuring initiatives for the 2007, 2008 and 2009 Fiscal Years in an amount not to exceed
$30,000,000 in any such Fiscal Year or $45,000,000 in the aggregate and (viii) non-cash expenses
incurred in connection with asset write-offs, including, but not limited to, goodwill impairments.



“Eligible Assignee” means (a) in the case of an assignment of a Term Loan, any Person
(other than an Ineligible Assignee) and (b) in the case of any assignment of the Revolving Loan
Commitment, (i) a Revolving Loan Lender or (ii) any other Person (other than an Ineligible
Assignee) with the consent of the Company (such consent not to be unreasonably withheld or delayed)
unless (A) the assignment is being made to an Affiliate of a Lender or an Approved Fund, (B) the
assignment is being made to such Person by the Revolving Loan Administrative Agent during the
Primary Syndication (in which case the Revolving Loan Administrative Agent shall consult with the
Company prior to any such assignment), or (C) an Event of Default has occurred and is continuing.



“EMU” means Economic and Monetary Union as contemplated in the Treaty on European
Union.



“EMU Legislation” means legislative measures of the European Council (including
without limitation European Council regulations) for the introduction of, changeover to or
operation of a single or unified European currency (whether known as the Euro or otherwise), being
in part the implementation of the third stage of EMU.



“Environmental Laws” means all applicable federal, state or local statutes, laws,
ordinances, codes, rules, regulations and guidelines (including consent decrees and administrative
orders) relating to public health and safety and protection of the environment.



“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any
successor statute thereto of similar import, together with the regulations thereunder, in each case
as in effect from time to time. References to sections of ERISA also refer to any successor
sections thereto.



“ESS” is defined in clause (a) of Section 10.11.



“Euro” means the single currency of Participating Member States of the European Union.



“Event of Default” is defined in Section 8.1.



“Excess Cash Flow” means, for any Fiscal Year, the excess (if any), of (a) EBITDA for
such Fiscal Year less (b) the sum (for such Fiscal Year) of (i) Interest Expense actually
paid in cash by the Company and its Subsidiaries, (ii) scheduled and voluntary principal
repayments, to the extent actually made, of Term Loans pursuant to clause (c) of
Section 3.1.1, (iii) all income Taxes actually paid in cash by the Company and its
Subsidiaries, (iv) Capital Expenditures actually made by the Company and its Subsidiaries and (v)
all Restricted Payments actually made by the Company in such Fiscal Year.



“Excluded Property” means the Georgia Property and Niagara Falls Property.



“Excluded Subsidiary” means any of (a) Ferro Pfanstiehl (Europe) Ltd., a company
organized under the laws of the United Kingdom, (b) Zibo Ferro Performance Materials Company,
Limited, a company organized under the laws of the Peoples Republic of China, (c) Ferro (Suzhou)
Performance Materials Co. Ltd, a company organized under the laws of the Peoples Republic of China,
(c) Ferro Enamel do Brasil Industria e Comercio Ltda., a company organized under the laws of
Brazil, and (d) Ferro Holding GmbH, a company organized under the laws of Germany.



“Exemption Certificate” is defined in clause (e) of Section 4.6.



“Exchange Act” means the Securities Exchange Act of 1934, as amended.



“Existing Credit Agreement” is defined in the first recital.



“Existing Lenders” is defined in the first recital.



“Existing Letters of Credit” means each of the Letters of Credit outstanding under the
Existing Credit Agreement.



“Existing Loans” is defined in the first recital.



“Existing Revolving Loans” is defined in the first recital.



“Existing Term Loans” is defined in the first recital.



“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum
equal for each day during such period to (a) 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 (b) if such rate is not so published for any day which
is a Business Day, the average of the quotations for such day on such transactions received by
National City from three federal funds brokers of recognized standing selected by it.



“Fee Letter” means, collectively, (a) the confidential letter, dated March 24, 2006,
among the Company, National City, CS and Credit Suisse Securities (USA), LLC, and (b) the
confidential letter, dated May 23, 2007, among the Company, National City, CS and Credit Suisse
Securities (USA), LLC, in each case, as amended, supplemented, amended and restated or otherwise
modified from time to time.



“Ferro Electronic” means Ferro Electronic Materials Inc., a Delaware corporation.



“Filing Statements” means all Uniform Commercial Code financing statements or other
similar financing statements and Uniform Commercial Code (Form UCC-3) termination statements
required pursuant to the Loan Documents.



“Fiscal Quarter” means a quarter ending on the last day of March, June, September or
December.



“Fiscal Year” means any period of twelve consecutive calendar months ending on
December 31; references to a Fiscal Year with a number corresponding to any calendar year
(e.g., the “2007 Fiscal Year”) refer to the Fiscal Year ending on December 31 of such
calendar year.



“Fixed Charge Coverage Ratio” means, as of the close of any Fiscal Quarter, the ratio
computed for the period consisting of such Fiscal Quarter and each of the three immediately
preceding Fiscal Quarters of (a) EBITDA (for all such Fiscal Quarters) minus Capital Expenditures
made during such Fiscal Quarters; provided that for purposes of calculating the Fixed
Charge Coverage for any Fiscal Quarter ending in the 2007, 2008 and 2009 Fiscal Years, up to
$30,000,000 of Capital Expenditures made in any such Fiscal Year, but not exceeding $45,000,000 of
Capital Expenditures in all such Fiscal Years, in each case as related to restructuring
initiatives, shall be excluded from such calculation, to (b) the sum (for all such Fiscal
Quarters) of (i) Interest Expense actually paid in cash during such Fiscal Quarters (excluding
initial issuance costs paid in connection with Indebtedness incurred in respect of the
Obligations), (ii) scheduled principal repayments of Indebtedness (other than Indebtedness issued
under the Indentures) actually made during such Fiscal Quarters (including repayments of the Term
Loans pursuant to clause (c) of Section 3.1.1), (iii) finance expenses paid in
connection with the Permitted Receivables Program during such Fiscal Quarters, and (iv) Restricted
Payments made by the Company during such Fiscal Quarters.



“Foreign Pledge Agreement” means any supplemental pledge agreement governed by the
laws of a jurisdiction other than the United States or a State thereof executed and delivered by
the Company or any of its Subsidiaries pursuant to the terms of this Agreement, in form and
substance satisfactory to the Collateral Agent, as may be necessary or desirable under the laws of
organization or incorporation of a Subsidiary to further protect or perfect the Lien on and
security interest in any Collateral (as defined in the Security Agreement).



“Foreign Subsidiary” means any Subsidiary that is not a U.S. Subsidiary.



“Fronting Fee” is defined in clause (b) of Section 3.3.3.



“F.R.S. Board” means the Board of Governors of the Federal Reserve System or any
successor thereto.



“GAAP” means, with respect to the interpretation of all accounting terms used herein
and in each other Loan Document, the calculation of all accounting determinations and computations
required to be made hereunder or thereunder (including under Section 7.2.4 and in respect
of any defined terms used herein or in any other Loan Document), those U.S. generally accepted
accounting principles applied in the preparation of the audited consolidated financial statements
of the Company for the Fiscal Year ended December 31, 2004.



“Georgia Property” means the Company’s real property located at Meadow Brook
Industrial Park in Toccoa, Georgia.



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



“Granting Lender” is defined in clause (i) of Section 10.11.



“Guarantor” means, collectively, the Company and each Subsidiary Guarantor.



“Hazardous Material” means:




(a) any “hazardous substance”, as defined by CERCLA;




(b) any “hazardous waste”, as defined by the Resource Conservation and Recovery Act, as
amended; or




(c) any pollutant or contaminant or hazardous, dangerous or toxic chemical, material or
substance (including any petroleum product) within the meaning of any other applicable
federal, state or local law, regulation, ordinance or requirement (including consent decrees
and administrative orders) relating to or imposing liability or standards of conduct
concerning any hazardous, toxic or dangerous waste, substance or material, all as amended.



“Hedging Obligations” means, with respect to any Person, all liabilities of such
Person under currency exchange agreements, interest rate swap agreements, interest rate cap
agreements and interest rate collar agreements, and all other agreements or arrangements designed
to protect such Person against fluctuations in interest rates, currency exchange rates or commodity
prices.



“herein”, “hereof”, “hereto”, “hereunder” and similar terms
contained in any Loan Document refer to such Loan Document as a whole and not to any particular
Section, paragraph or provision of such Loan Document.



“Impermissible Qualification” means any qualification or exception to the opinion or
certification of any independent public accountant as to any financial statement of the Company:




(a) which is of a “going concern” or similar nature (other than in connection with the
Company’s 2004 financial statements);




(b) which relates to the limited scope of examination of matters relevant to such
financial statement; or




(c) which relates to the treatment or classification of any item in such financial
statement and which, if adjusted in the manner deemed appropriate by the Company’s
independent public accountants, would have the effect of causing the Company to be in
Default.




(d) The foregoing notwithstanding, it shall not be considered an Impermissible
Qualification for audited financial statements for the 2005 Fiscal Year:




(i) if the Company receives a disclaimer because the Company’s auditors were
not engaged until after the close of the 2005 Fiscal Year and thus were not involved
during the 2005 Fiscal Year in reviewing the Company’s internal controls and
procedures;




(ii) if the Company receives a qualification or disclaimer because the
Company’s auditors were not engaged until after the close of the 2005 Fiscal Year
and thus did not observe the Company’s physical inventory for the 2005 Fiscal Year;
or




(iii) if the SEC and/or any national securities exchange takes the position,
based on clauses (i) or (ii) above, that as a result of such qualification or
disclaimer, the Company is not in compliance with SEC filing requirements or the
applicable listing standard.



“including” and “include” means including without limiting the generality of
any description preceding such term, and, for purposes of each Loan Document, the parties hereto
agree that the rule of ejusdem generis shall not be applicable to limit a general statement, which
is followed by or referable to an enumeration of specific matters, to matters similar to the
matters specifically mentioned.



“Indebtedness” of any Person means:




(a) all obligations of such Person for borrowed money or advances and all obligations
of such Person evidenced by bonds, debentures, notes or similar instruments;




(b) all obligations, contingent or otherwise, relative to the face amount of all
letters of credit, whether or not drawn, and banker’s acceptances issued for the account of
such Person;




(c) all Capitalized Lease Liabilities of such Person;




(d) for purposes of Section 8.1.5 only, all other items which, in accordance
with GAAP, would be included as liabilities on the balance sheet of such Person as of the
date at which Indebtedness is to be determined;




(e) net Hedging Obligations of such Person;




(f) whether or not so included as liabilities in accordance with GAAP, all obligations
of such Person to pay the deferred purchase price of property or services (excluding trade
accounts payable in the ordinary course of business which are not overdue for a period of
more than 90 days or, if overdue for more than 90 days, as to which a dispute exists and
adequate reserves in conformity with GAAP have been established on the books of such
Person), and indebtedness secured by (or for which the holder of such indebtedness has an
existing right, contingent or otherwise, to be secured by) a Lien on property owned or being
acquired by such Person (including indebtedness arising under conditional sales or other
title retention agreements), whether or not such indebtedness shall have been assumed by
such Person or is limited in recourse;




(g) obligations arising under Synthetic Leases;




(h) the full outstanding balance of trade receivables, notes or other instruments sold
with full recourse (and the portion thereof subject to potential recourse, if sold with
limited recourse), other than in any such case any thereof sold solely for purposes of
collection of delinquent accounts and other than in connection with any Permitted
Receivables Program;




(i) all obligations (other than intercompany obligations) of such Person pursuant to
any Permitted Receivables Program;




(j) the stated value, or liquidation value if higher, of all Redeemable Stock of such
Person; and




(k) all Contingent Liabilities of such Person in respect of any of the foregoing.



The Indebtedness of any Person shall include the Indebtedness of any other Person (including any
partnership in which such Person is a general partner) to the extent such Person is liable therefor
as a result of such Person’s ownership interest in or other relationship with such Person, except
to the extent the terms of such Indebtedness provide that such Person is not liable therefor.
Neither trade payables nor other similar accrued expenses, in each case arising in the ordinary
course of business, nor obligations in respect of insurance policies or performance or surety bonds
which themselves are not guarantees of Indebtedness (nor drafts, acceptances or similar instruments
evidencing the same nor obligations in respect of letters of credit supporting the payment of the
same), shall constitute Indebtedness. For the avoidance of doubt and to the extent not previously
excluded from Indebtedness, “take-or-pay” obligations for less than twelve months for inventory
acquired in the ordinary course of business shall not constitute Indebtedness; provided
that such twelve-month limitation shall not apply to “take-or-pay” obligations with respect to
natural gas acquired in the ordinary course of business.



“Indemnified Liabilities” is defined in Section 10.4.



“Indemnified Parties” is defined in Section 10.4.



“Indentures” means, collectively, (a) that certain Indenture, dated as of March 25,
1998, among the Company and J. P. Morgan Trust Company, National Association (successor-in-interest
to Chase Manhattan Trust Company, National Association), as trustee (and any successor trustee(s))
and (b) that certain Indenture, dated as of May 1, 1993, among the Company and J. P. Morgan Trust
Company, National Association (successor-in-interest to Society National Bank), as trustee (and any
successor trustee(s)), in each case as amended, supplemented, amended and restated or otherwise
modified from time to time.



“Index Debt” means senior, unsecured, long-term debentures or other debt securities of
the Company that are not guaranteed by any other Person or subject to any other credit support or
enhancement.



“Index Debt Rating” means, as of any date of determination, the rating of the
Company’s Index Debt, as given by the Rating Agencies in their regular rating reports.



“Ineligible Assignee” means a natural Person, the Company, any Affiliate of the
Company or any other Person taking direction from, or working in concert with, the Company or any
of the Company’s Affiliates.



“Interest Expense” means, for any applicable period, the aggregate interest expense
(both accrued and paid and net of interest income paid during such period to the Company and its
Subsidiaries) of the Company and its Subsidiaries for such applicable period, including the portion
of any payments made in respect of Capitalized Lease Liabilities allocable to interest expense.



“Interest Period” means, relative to any LIBO Rate Loan, the period beginning on (and
including) the date on which such LIBO Rate Loan is made or continued as, or converted into, a LIBO
Rate Loan pursuant to Sections 2.3 or 2.4 and shall end on (but exclude) the day
which numerically corresponds to such date one, two, three or six months thereafter (or, if such
month has no numerically corresponding day, on the last Business Day of such month), as the
applicable Borrower may select in its relevant notice pursuant to Sections 2.3 or
2.4; provided that:




(a) the Borrowers shall not be permitted to select Interest Periods to be in effect at
any one time which have expiration dates occurring on more than ten different dates;




(b) if such Interest Period would otherwise end on a day which is not a Business Day,
such Interest Period shall end on the next following Business Day (unless such next
following Business Day is the first Business Day of a calendar month, in which case such
Interest Period shall end on the Business Day next preceding such numerically corresponding
day);




(c) no Interest Period for any Loan may end later than the Stated Maturity Date for
such Loan; and




(d) for each Specified Term Loan Tranche, from and after June 25, 2007, each applicable
Interest Period for LIBO Rate Loans shall be limited to three months, each of which shall
end on the last Business Day of the applicable Fiscal Quarter (for avoidance of doubt, the
Company may specify termination dates for Rate Protection Agreements that correspond to
Interest Periods for the Specified Term Loan Tranches).



“Investment” means, relative to any Person,




(a) any loan, advance or extension of credit made by such Person to any other Person,
including the purchase by such Person of any bonds, notes, debentures or other debt
securities of any other Person;




(b) Contingent Liabilities in favor of any other Person; and




(c) any Capital Securities held by such Person in any other Person.



The amount of any Investment shall be the original principal or capital amount thereof less all
returns of principal or equity thereon and shall, if made by the transfer or exchange of property
other than cash, be deemed to have been made in an original principal or capital amount equal to
the fair market value of such property at the time of such Investment.



“ISP Rules” is defined in Section 10.9.



“Issuance Request” means a Letter of Credit request and certificate duly executed by
an Authorized Officer of a Borrower, substantially in the form of Exhibit B-2 hereto.



“Issuer” means National City, in its capacity as Issuer of the Letters of Credit. At
the request of National City and with the Company’s consent (not to be unreasonably withheld),
another Lender or an Affiliate of National City may issue one or more Letters of Credit hereunder
and shall be deemed to be an Issuer.



“Judgment Currency” is defined in Section 10.16.



“Lender Assignment Agreement” means an assignment agreement substantially in the form
of Exhibit D hereto.



“Lenders” is defined in the preamble.



“Lender’s Environmental Liability” means any and all losses, liabilities, obligations,
penalties, claims, litigation, demands, defenses, costs, judgments, suits, proceedings, damages
(including consequential damages), disbursements or expenses of any kind or nature whatsoever
(including reasonable attorneys’ fees at trial and appellate levels and experts’ fees and
disbursements and expenses incurred in investigating, defending against or prosecuting any
litigation, claim or proceeding) which may at any time be imposed upon, incurred by or asserted or
awarded against either Administrative Agent, any Lender or any Issuer or any of such Person’s
Affiliates, shareholders, directors, officers, employees, and agents in connection with or arising
from:




(a) any Hazardous Material on, in, under or affecting all or any portion of any
property of the Company or any of its Subsidiaries, the groundwater thereunder, or any
surrounding areas thereof to the extent caused by Releases from the Company’s or any of its
Subsidiaries’ or any of their respective predecessors’ properties;




(b) any misrepresentation, inaccuracy or breach of any warranty, contained or referred
to in Section 6.12;




(c) any violation or claim of violation by the Company or any of its Subsidiaries of
any Environmental Laws; or




(d) the imposition of any lien for damages caused by or the recovery of any costs for
the cleanup, release or threatened release of Hazardous Material by the Company or any of
its Subsidiaries, or in connection with any property owned or formerly owned by the Company
or any of its Subsidiaries.



“Letter of Credit” is defined in Section 2.1.2.



“Letter of Credit Commitment” means the relevant Issuer’s obligation to issue Letters
of Credit pursuant to Section 2.1.2.



“Letter of Credit Commitment Amount” means, on any date, a maximum amount equal to the
Dollar Equivalent of $50,000,000, as such amount may be permanently reduced from time to time
pursuant to Section 2.2.



“Letter of Credit Outstandings” means, on any date, an amount equal to the sum of
(a) the then aggregate amount which is undrawn and available under all issued and outstanding
Letters of Credit and (b) the then aggregate amount of all unpaid and outstanding Reimbursement
Obligations.



“Leverage Ratio” means, as of the last day of any Fiscal Quarter, the ratio of (a)
Total Debt outstanding on the last day of such Fiscal Quarter to (b) EBITDA computed for
the period consisting of such Fiscal Quarter and each of the three immediately preceding Fiscal
Quarters.



“LIBO Alternate Rate” means, with respect to any Loan that is denominated in an
Alternate Currency, relative to an interest period of one month, that rate of interest determined
by the Revolving Loan Administrative Agent by reference to the cost to the Revolving Loan
Administrative Agent of obtaining deposits of such Currency from such sources as it may reasonably
select. The Revolving Loan Administrative Agent shall determine the LIBO Alternate Rate for each
such interest period (which determination shall be conclusive in the absence of manifest error),
and will promptly give notice to the Company and the Lenders thereof.



“LIBO Rate” means, relative to any Interest Period:




(a) for LIBO Rate Loans denominated in Dollars, the rate of interest equal to the
average of the rates per annum at which Dollar deposits in immediately available funds are
offered to the applicable Administrative Agent’s LIBOR Office in the London interbank market
as at or about 11:00 a.m. London, England time two Business Days prior to the beginning of
such Interest Period for delivery on the first day of such Interest Period, and in an amount
approximately equal to the amount of such Administrative Agent’s LIBO Rate Loan and for a
period approximately equal to such Interest Period; and




(b) for LIBO Rate Loans denominated in an Alternate Currency, the rate of interest
equal to the average (rounded upward, if necessary, to the next 1/16 of 1%) of the rates per
annum determined by the Revolving Loan Administrative Agent as the rate at which such
Alternate Currency deposits in immediately available funds are offered to the applicable
Administrative Agent’s LIBOR Office (or such other office as may be designated by the
Revolving Loan Administrative Agent) to major banks in the offshore interbank market at
approximately 11:00 a.m., two Business Days prior to (or on such other date as is customary
in the relevant offshore interbank market) the beginning of such Interest Period for
delivery on the first day of such Interest Period, and in an amount approximately equal to
the amount of the Revolving Loan Administrative Agent’s LIBO Rate Loan and for a period
approximately equal to such Interest Period.



“LIBO Rate Loan” means a Loan bearing interest, at all times during an Interest Period
applicable to such Loan, at a rate of interest determined by reference to the LIBO Rate (Reserve
Adjusted).



“LIBO Rate (Reserve Adjusted)” means, relative to any Loan to be made, continued or
maintained as, or converted into, a LIBO Rate Loan for any Interest Period:




(a) if denominated in Dollars or Euros, a rate per annum determined pursuant to the
following formula:



	 	 	 	 	 
	LIBO Rate	 	=	 	LIBO Rate
	(Reserve Adjusted)

	 	 	 	1.00 – LIBOR Reserve Percentage







(b) if denominated in Yen, the relevant LIBO Rate or LIBO Alternate Rate, as the case
may be, plus any applicable reserve or other funding costs incurred by the Lenders in making
such Loan.



The LIBO Rate (Reserve Adjusted) for any Interest Period for LIBO Rate Loans will be determined by
the applicable Administrative Agent on the basis of the LIBOR Reserve Percentage in effect, and the
applicable rates furnished to and received by such Administrative Agent, two Business Days before
the first day of such Interest Period.



“LIBOR Office” means the office of a Lender designated as its “LIBOR Office” on
Schedule II hereto or in a Lender Assignment Agreement, or such other office designated
from time to time by notice from such Lender to the Company and the Administrative Agents, whether
or not outside the United States, which shall be making or maintaining the LIBO Rate Loans of such
Lender.



“LIBOR Reserve Percentage” means, relative to any Interest Period for LIBO Rate Loans,
the reserve percentage (expressed as a decimal) equal to the maximum aggregate reserve requirements
(including all basic, emergency, supplemental, marginal and other reserves and taking into account
any transitional adjustments or other scheduled changes in reserve requirements) specified under
regulations issued from time to time by the F.R.S. Board and then applicable to assets or
liabilities consisting of or including “Eurocurrency Liabilities”, as currently defined in
Regulation D of the F.R.S. Board, having a term approximately equal or comparable to such Interest
Period.



“Lien” means any security interest, mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or otherwise), charge against or interest in
property, or other priority or preferential arrangement of any kind or nature whatsoever.



“Loan Documents” means, collectively, this Agreement, the Notes, the Letters of
Credit, the Fee Letter, the Collateral Sharing Agreement, each agreement pursuant to which the
Collateral Agent is granted a Lien to secure the Obligations, each Subsidiary Guaranty and each
other agreement, certificate, document or instrument delivered in connection with any Loan
Document, whether or not specifically mentioned herein or therein.



“Loans” means, as the context may require, a Revolving Loan, an Alternate Currency
Loan, a Term Loan or a Swing Line Loan of any type.



“Material Adverse Effect” means a material adverse effect on (a) the business,
condition (financial or otherwise), operations, performance, properties or, until the Closing Date,
prospects of the Company or the Company and its Subsidiaries taken as a whole, (b) the rights and
remedies of any Secured Party under any Loan Document or (c) the ability of any Obligor to perform
its Obligations under any Loan Document.



“Material Debt” means the Indebtedness of the Company and its Subsidiaries under the
Permitted Receivables Program and the Indentures.



“Material Debt Documents” means collectively, the loan agreements, indentures, note
purchase agreements, promissory notes, guarantees, and other instruments and agreements evidencing
the terms of any Material Debt, each as amended, supplemented, amended and restated or otherwise
modified in accordance with Section 7.2.9.



“Money Market Rate Loan” means a Swing Line Loan denominated in Dollars bearing
interest at a rate determined by reference to the Quoted Rate.



“Moody’s” means Moody’s Investors Service, Inc. and its successors.



“Mortgage” means each mortgage, deed of trust, leasehold mortgage, leasehold deed of
trust or other agreement executed and delivered by any Obligor in favor of the Collateral Agent for
the benefit of the Secured Parties pursuant to the requirements of this Agreement, in form and
substance reasonably satisfactory to the Collateral Agent, under which a valid, perfected, first
priority Lien is granted on the real property and fixtures, or leasehold estate (if applicable),
described therein, in each case as amended, supplemented, amended and restated or otherwise
modified from time to time.



“National City” is defined in the preamble.



“Net Casualty Proceeds” means, with respect to any Casualty Event, the amount of any
insurance proceeds or condemnation awards received by the Company or any of its Subsidiaries in
connection with such Casualty Event in excess of $2,500,000, individually or in the aggregate over
the course of a Fiscal Year (net of all reasonable and customary collection expenses thereof), but
excluding any proceeds or awards required to be paid to a creditor (other than the Lenders) which
holds a first priority Lien permitted by clause (d) of Section 7.2.3 on the
property which is the subject of such Casualty Event.



“Net Debt Proceeds” means, with respect to the sale or issuance by the Company or any
of its Subsidiaries of any Indebtedness to any other Person after the Closing Date which is not
expressly permitted by Section 7.2.2, the excess of (a) the gross cash proceeds actually
received by such Person from such sale or issuance, over (b) all customary arranging or
underwriting discounts, fees and commissions, and all legal, investment banking, brokerage and
accounting and other professional fees, sales commissions and disbursements and other customary
closing costs and expenses actually incurred in connection with such sale or issuance other than
any such fees, discounts, commissions or disbursements paid to Affiliates of the Company or any
such Subsidiary in connection therewith.



“Net Disposition Proceeds” means, with respect to any Disposition by the Company, its
U.S. Subsidiaries or any Subsidiary Guarantor pursuant to clauses (c), (f) and
(h) of Section 7.2.8 and any cash payment received in respect of promissory notes
or other non-cash consideration delivered to the Company or such Subsidiary in respect thereof, the
excess of (a) the gross cash proceeds received by the Company or such Subsidiary over (b) the sum
of (i) all reasonable and customary legal, investment banking, brokerage and accounting fees and
expenses incurred in connection with such Disposition, (ii) all taxes actually paid or accrued by
the Company to be payable in cash in connection with such Disposition, and (iii) payments made by
the Company or such Subsidiary to retire Indebtedness (other than the Credit Extensions) where
payment of such Indebtedness is required in connection with such Disposition; provided that
if the amount of any accrued taxes pursuant to clause (ii) exceeds the amount of taxes
actually required to be paid in cash in respect of such Disposition, the aggregate amount of such
excess shall constitute Net Disposition Proceeds.



“Net Equity Proceeds” means, with respect to the sale or issuance after the Closing
Date by the Company to any Person of any of its Capital Securities, warrants or options or the
exercise of any such warrants or options, the excess of (a) the gross cash proceeds
received by the Company from such sale, exercise or issuance, over (b) all reasonable and
customary underwriting commissions and legal, investment banking, brokerage and accounting and
other professional fees, sales commissions and disbursements actually incurred in connection with
such sale or issuance which have not been paid to Affiliates of the Company in connection
therewith; provided that proceeds resulting from sales or issuances of options or the
exercise of such options up to $10,000,000 in the aggregate in any Fiscal Year shall not constitute
Net Equity Proceeds.



“Net Income” means, for any period, the aggregate of all amounts (exclusive of all
amounts in respect of (a) extraordinary gains and losses and (b) whether or not extraordinary,
gains and losses on asset sales) which would be included as net income on the consolidated
financial statements of the Company and its Subsidiaries for such period.



“Niagara Falls Property” means the Company’s real property located at 4511 Hyde Park
Blvd., Niagara Falls, NY.



“Non-Excluded Taxes” means any Taxes other than net income and franchise Taxes imposed
with respect to any Secured Party by any Governmental Authority under the laws of which such
Secured Party is organized or in which it maintains its applicable lending office.



“Non-U.S. Lender” means any Lender that is not a “United States person”, as defined
under Section 7701(a)(30) of the Code.



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



“Obligations” means all obligations (monetary or otherwise, whether absolute or
contingent, matured or unmatured) of the Borrowers and each other Obligor arising under or in
connection with a Loan Document, including Reimbursement Obligations and the principal of and
premium, if any, and interest (including interest accruing during the pendency of any proceeding of
the type described in Section 8.1.9, whether or not allowed in such proceeding) on the
Loans; provided that for purposes of this definition, when the term “Obligations” is used
in any agreement pursuant to which the Collateral Agent is granted a Lien to secure the
Obligations, the Subsidiary Guaranty (Domestic) and Section 4.11, “Loan Document” shall
include each Rate Protection Agreement.



“Obligor” means, as the context may require, the Borrowers and each other Person
(other than a Secured Party) obligated under any Loan Document.



“Organic Document” means, relative to any Obligor, as applicable, its articles or
certificate of incorporation, regulations, by-laws, certificate of partnership, partnership
agreement, certificate of formation, limited liability agreement, operating agreement and all
shareholder agreements, voting trusts and similar arrangements applicable to any of such Obligor’s
Capital Securities.



“Original Currency” is defined in Section 10.16.



“Other Taxes” means any and all stamp, documentary or similar Taxes, or any other
excise or property Taxes or similar levies that arise on account of any payment made or required to
be made under any Loan Document or from the execution, delivery, registration, recording or
enforcement of any Loan Document.



“Participant” is defined in clause (d) of Section 10.11.



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



“Patent Security Agreement” means any Patent Security Agreement executed and delivered
by any Obligor in substantially the form of Exhibit A to the Security Agreement, as amended,
supplemented, amended and restated or otherwise modified from time to time.



“Patriot Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law
October 26, 2001)), as amended and supplemented from time to time.



“Patriot Act Disclosures” means all documentation and other information which a
Lender, if subject to the Patriot Act, is required to provide pursuant to the applicable section of
the Patriot Act and which required documentation and information the Administrative Agents
reasonably request in order to comply with their ongoing obligations under applicable “know your
customer” and anti-money laundering rules and regulations, including the Patriot Act.



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



“Pension Plan” means a “pension plan”, as such term is defined in Section 3(2) of
ERISA, which is subject to Title IV of ERISA (other than a multiemployer plan as defined in Section
4001(a)(3) of ERISA), and to which the Company or any corporation, trade or business that is, along
with the Company, a member of a Controlled Group, may have liability, including any liability by
reason of having been a substantial employer within the meaning of Section 4063 of ERISA at any
time during the preceding five years, or by reason of being deemed to be a contributing sponsor
under Section 4069 of ERISA.



“Percentage” means, as the context may require, any Lender’s Revolving Loan Percentage
or Term Loan Percentage.



“Permitted Acquisition” means an acquisition (whether pursuant to an acquisition of
Capital Securities, assets or otherwise) by the Company or any of its Subsidiaries from any Person
of a business in which the following conditions are satisfied:




(a) the SEC Filing Date has occurred;




(b) immediately before and after giving effect to such acquisition no Default shall
have occurred and be continuing or would result therefrom (including under
Section 7.1.8 and Section 7.2.1);




(c) the Company shall have delivered a certificate certifying that before and after
giving effect to such acquisition, the representations and warranties set forth in each Loan
Document shall, in each case, be true and correct in all material respects with the same
effect as if then made (unless stated to relate solely to an earlier date, in which case
such representations and warranties shall be true and correct in all material respects as of
such earlier date) and no Default has occurred and is continuing; and




(d) the Company shall have delivered to the Administrative Agents a Compliance
Certificate for the period of four full Fiscal Quarters immediately preceding such
acquisition (prepared in good faith and in a manner and using such methodology which is
consistent with the most recent financial statements delivered pursuant to Section
7.1.1) giving pro forma effect to the consummation of such acquisition
and evidencing compliance with the covenants set forth in Section 7.2.4, such
pro forma adjustments being reasonably satisfactory to the Administrative
Agents.



“Permitted Receivables Program” means any Disposition by the Company or any of its
Subsidiaries consisting of trade receivables and related collateral, credit support and similar
rights, pursuant to one or more receivables programs, to a Person who is not a Subsidiary of the
Company or is an SPV; provided that:




(a) the consideration to be received by the Company and its Subsidiaries for any such
Disposition consists of cash, contributions to capital, a deferred purchase price evidenced
by a deferred purchase price note or, with respect to Dispositions to an SPV, a credit
against any interest and/or principal amounts outstanding owed by the Company or any such
Subsidiary to such SPV;




(b) no Default shall have occurred and be continuing or would result therefrom; and




(c) the aggregate outstanding balance of the Indebtedness in respect of all such
programs at any point in time is not in excess of $200,000,000.



“Person” means any natural person, corporation, limited liability company,
partnership, joint venture, association, trust or unincorporated organization, Governmental
Authority or any other legal entity, whether acting in an individual, fiduciary or other capacity.



“Platform” is defined in clause (b) of Section 9.10.



“Pledge and Security Agreement” means the Pledge and Security Agreement, dated as of
the Closing Date, executed and delivered by the Company and each U.S. Subsidiary, a conformed copy
of which is attached as Exhibit G hereto, together with any supplemental Foreign Pledge
Agreements delivered pursuant to the terms of this Agreement, in each case as amended,
supplemented, amended and restated or otherwise modified from time to time.



“Primary Syndication” means the period commencing on or prior to the Amendment
Effective and ending on the earlier of (a) the date that is 90 days following the Amendment
Effective Date and (b) the date that the Administrative Agents have declared the primary
syndication of the Commitments and Credit Extensions to have ended.



“Prior GAAP Financials” is defined in Section 1.4.



“Proceeds Reduction Percentage” means, at any time of determination, (a) with respect
to a mandatory prepayment in respect of Net Equity Proceeds pursuant to clause (d) of
Section 3.1.1, (i) 80%, if the Leverage Ratio set forth in the Compliance Certificate most
recently delivered by the Company to the Administrative Agents was greater than or equal to 3.50:1
and (ii) 50%, if the Leverage Ratio set forth in such Compliance Certificate was less than 3.50:1,
(b) with respect to a mandatory prepayment in respect of Net Disposition Proceeds pursuant to
clause (g) of Section 3.1.1, (i) 100%, if the Leverage Ratio set forth in the
Compliance Certificate most recently delivered by the Company to the Administrative Agents was
greater than 3.00:1, (ii) 50%, if the Leverage Ratio set forth in such Compliance Certificate was
greater than 2.50:1 but less than or equal to 3.00:1 and (iii) 0%, if the Leverage Ratio set forth
in such Compliance Certificate was less than or equal to 2.50:1 and (c) with respect to a mandatory
prepayment in respect of Excess Cash Flow pursuant to clause (h) of Section 3.1.1,
(i) 50%, if the Leverage Ratio set forth in the Compliance Certificate most recently delivered by
the Company to the Administrative Agents was greater than or equal to 3.50:1 and (ii) 0%, if the
Leverage Ratio set forth in such Compliance Certificate was less than 3.50:1.



“Quarterly Payment Date” means the first day of January, April, July and October, or,
if any such day is not a Business Day, the next succeeding Business Day.



“Quoted Rate” is defined in clause (b) of Section 2.3.2.



“Rate Protection Agreement” means, collectively, any agreement with respect to Hedging
Obligations entered into by the Company or any Subsidiary under which the counterparty of such
agreement is (or at the time such agreement was entered into, was) a Lender or an Affiliate of a
Lender.



“Rating Agency” means, as applicable, S&P or Moody’s.



“Redeemable Stock” means with respect to any Person any Capital Securities of such
Person that (a) is by its terms subject to mandatory redemption, in whole or in part, pursuant to a
sinking fund, scheduled redemption or similar provisions, at any time prior to the Stated Maturity
Date for Term Loans; or (b) otherwise is required to be repurchased or retired on a scheduled date
or dates, upon the occurrence of any event or circumstance, at the option of the holder or holders
thereof, or otherwise, at any time prior to the Stated Maturity Date for Term Loans, other than any
such repurchase or retirement occasioned by a “change of control” or similar event;
provided that Redeemable Stock shall not include the Series A ESOP Convertible Preferred
Stock of the Company.



“Refunded Swing Line Loans” is defined in clause (c) of Section 2.3.2.



“Register” and “Registers” are defined in clause (a) of
Section 2.8.



“Reimbursement Obligation” is defined in Section 2.7.3.



“Release” means a “release”, as such term is defined in CERCLA.



“Replacement Lender” is defined in Section 4.10.



“Replacement Notice” is defined in Section 4.10.



“Required Lenders” means, at any time, Lenders holding more than 50% of the Total
Exposure Amount.



“Required Revolving Lenders” means, at any time, Revolving Loan Lenders holding more
than 50% of the Total Revolving Loan Exposure Amount.



“Resource Conservation and Recovery Act” means the Resource Conservation and Recovery
Act, 42 U.S.C. Section 6901, et seq., as amended.



“Restricted Payment” means (a) the declaration or payment of any dividend (other than
dividends payable solely in Capital Securities of the Company or any Subsidiary) on, or the making
of any payment or distribution on account of, or setting apart assets for a sinking or other
analogous fund for the purchase, redemption, defeasance, retirement or other acquisition of, any
class of Capital Securities of the Company or any Subsidiary or any warrants, options or other
right or obligation to purchase or acquire any such Capital Securities, whether now or hereafter
outstanding, or (b) the making of any other distribution in respect of such Capital Securities, in
each case either directly or indirectly, whether in cash, property or obligations of the Company
or any Subsidiary or otherwise.



“Revaluation Date” means, with respect to any Credit Extension denominated in an
Alternate Currency, each of the following: (a) in connection with the origination of any new
Credit Extension, the Business Day which is the earliest of the date such credit is extended or the
date the applicable rate is set; (b) in connection with any extension or conversion or continuation
of an existing Loan, the Business Day that is the earlier of the date such Loan is extended,
converted or continued, or the date the applicable rate is set; (c) each date a Letter of Credit is
issued or renewed pursuant to Section 2.1.2 or amended in such a way as to modify the
Letter of Credit Outstandings; (d) the date of any reduction of any of the Revolving Commitment
Amount, the Alternate Currency Commitment Amount or the Letter of Credit Commitment Amount pursuant
to the terms of Section 2.2; and (e) such additional dates as the Revolving Loan
Administrative Agent shall deem necessary. For purposes of determining availability hereunder, the
rate of exchange for any Alternate Currency shall be the Spot Rate.



“Revolving Exposure” means, relative to any Revolving Loan Lender, at any time, (a)
the Dollar Equivalent of the aggregate outstanding principal amount of all Revolving Loans of such
Lender at such time, plus (b) such Lender’s Revolving Loan Percentage of the Dollar
Equivalent of the Letter of Credit Outstandings, plus (c) such Lender’s Revolving Loan
Percentage of the aggregate principal amount outstanding of all Swing Line Loans at such time.



“Revolving Loan Administrative Agent” is defined in the preamble.



“Revolving Loan Commitment” means, relative to any Lender, such Lender’s obligation
(if any) to make Revolving Loans pursuant to clause (a) of Section 2.1.1.



“Revolving Loan Commitment Amount” means, (a) prior to the Amendment Effective Date,
$250,000,000 and (b) on the Amendment Effective Date and on any date thereafter, $300,000,000, as
such amount may be (i) increased from time to time pursuant to clause (c) of Section 2.1.1
or (ii) reduced from time to time pursuant to Section 2.2 .



“Revolving Loan Commitment Termination Date” means the earliest of




(a) the fifth anniversary of the Closing Date;




(b) the date on which the Revolving Loan Commitment Amount is terminated in full or
reduced to zero pursuant to the terms of this Agreement; and




(c) the date on which any Commitment Termination Event occurs.



Upon the occurrence of any event described above, the Revolving Loan Commitments shall terminate
automatically and without any further action.



“Revolving Loan Lender” is defined in clause (a) of Section 2.1.1.



“Revolving Loan Percentage” means, relative to any Lender, the applicable percentage
relating to Revolving Loans set forth opposite its name on Schedule II hereto under the
Revolving Loan Commitment column or set forth in a Lender Assignment Agreement under the Revolving
Loan Commitment column, as such percentage may be adjusted from time to time pursuant to Lender
Assignment Agreements executed by such Lender and its Assignee Lender and delivered pursuant to
Section 10.11. A Lender shall not have any Revolving Loan Commitment if its percentage
under the Revolving Loan Commitment column is zero.



“Revolving Loans” is defined in Section 2.1.1.



“Revolving Note” means a promissory note of the Borrowers payable to any Revolving
Loan Lender, substantially in the form of Exhibit A-1 hereto (as such promissory note may
be amended, endorsed or otherwise modified from time to time), evidencing the aggregate
Indebtedness of the Borrowers to such Revolving Loan Lender resulting from outstanding Revolving
Loans, and also means all other promissory notes accepted from time to time in substitution
therefor or renewal thereof.



“S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill
Companies, Inc. and its successors.



“SEC” means the Securities and Exchange Commission.



“SEC Filing Date” means the last date on which the Company files any of its Form 10-Ks
and Form 10-Qs for the 2004 and 2005 Fiscal Years and its Form 10-Qs for the 2006 Fiscal Year.



“Secured Parties” means, collectively, the Lenders, the Issuers, the Agents, each
counterparty to a Rate Protection Agreement that is (or at the time such Rate Protection Agreement
was entered into, was) a Lender or an Affiliate thereof, each Person to whom an Obligor owes a
Secured Obligation (as defined in any Loan Document) and (in each case), each of their respective
successors, transferees and assigns.



“Securities Account” means a “securities account” as that term is defined in Section
9-102(a) of the UCC.



“Solvent” means, with respect to any Person and its Subsidiaries on a particular date,
that on such date (a) the fair value of the property of such Person and its Subsidiaries on a
consolidated basis is greater than the total amount of liabilities, including contingent
liabilities, of such Person and its Subsidiaries on a consolidated basis, (b) the present fair
salable value of the assets of such Person and its Subsidiaries on a consolidated basis is not less
than the amount that will be required to pay the probable liability of such Person and its
Subsidiaries on a consolidated basis on its debts as they become absolute and matured, (c) such
Person does not intend to, and does not believe that it or its Subsidiaries will, incur debts or
liabilities beyond the ability of such Person and its Subsidiaries to pay as such debts and
liabilities mature, and (d) such Person and its Subsidiaries on a consolidated basis is not engaged
in business or a transaction, and such Person and its Subsidiaries on a consolidated basis is not
about to engage in a business or a transaction, for which the property of such Person and its
Subsidiaries on a consolidated basis would constitute an unreasonably small capital. The amount of
Contingent Liabilities at any time shall be computed as the amount that, in light of all the facts
and circumstances existing at such time, can reasonably be expected to become an actual or matured
liability.



“SPC” is defined in clause (g) of Section 10.11.



“Specified Disposition” means any Disposition of assets (a) which was previously
disclosed to the Administrative Agents and (b) the proceeds of which, together with all Specified
Dispositions, does not exceed $250,000,000 (but, for purposes of such amount, exclusive of
Dispositions permitted pursuant to clauses (c), (g) and/or (h) of
Section 7.2.8).



“Specified Term Loan Tranches” means those certain three (3) tranches of Term Loans
(i.e., the $95,000,000 tranche, the $25,000,000 tranche and the $55,000,000 tranche) that, as of
the Amendment Effective Date, the Company maintains as LIBO Rate Loans with maturities of June 25,
2007.



“Spot Rate” means the rate determined by the Revolving Loan Administrative Agent to be
the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such
Person of such currency with another currency through its principal foreign exchange trading office
at approximately 11:00 a.m. (in the applicable time zone) on the date two Business Days prior to
the date as of which the foreign exchange computation is made; provided that the Revolving
Loan Administrative Agent may obtain such spot rate from another financial institution designated
by such Administrative Agent if the Person acting in such capacity does not have as of the date of
determination a spot buying rate for any such currency.



“SPV” means Ferro Finance Corporation, an Ohio corporation, and any other Person that
is a Subsidiary of the Company that is a special purpose entity, variable interest entity or other
bankruptcy remote entity created for the purpose of facilitating a Permitted Receivables Program.



“Stated Amount” means, on any date and with respect to a particular Letter of Credit,
the total amount then available to be drawn under such Letter of Credit.



“Stated Expiry Date” is defined in Section 2.7.



“Stated Maturity Date” means (a) with respect to all Term Loans, the sixth anniversary
of the Closing Date and (b) with respect to all Revolving Loans, Alternate Currency Loans and Swing
Line Loans, the fifth anniversary of the Closing Date.



“Subsidiary” means, with respect to any Person, any other Person of which more than
50% of the outstanding Voting Securities of such other Person (irrespective of whether at the time
Capital Securities of any other class or classes of such other Person shall or might have voting
power upon the occurrence of any contingency) is at the time directly or indirectly owned or
controlled by such Person, by such Person and one or more other Subsidiaries of such Person, or by
one or more other Subsidiaries of such Person. Unless the context otherwise specifically requires,
the term “Subsidiary” shall be a reference to a Subsidiary of the Company.



“Subsidiary Guarantor” means each Subsidiary that has executed and delivered to the
Administrative Agents a Subsidiary Guaranty (including by means of a delivery of a supplement
thereto).



“Subsidiary Guaranty” means, as applicable, the Subsidiary Guaranty (Domestic) or a
Subsidiary Guaranty (Foreign).



“Subsidiary Guaranty (Domestic)” means the subsidiary guaranty, dated as of the
Closing Date, executed and delivered by an Authorized Officer of each Subsidiary required to
execute it or become a party to it pursuant to the terms of the Existing Credit Agreement, a
conformed copy of which is attached as Exhibit F hereto, as amended, supplemented, amended
and restated or otherwise modified from time to time.



“Subsidiary Guaranty (Foreign)” means each subsidiary guaranty executed and delivered
by an Authorized Officer of each Subsidiary of a Designated Borrower guaranteeing the Obligations
of such Designated Borrower, in form and substance reasonably satisfactory to the Administrative
Agents, as amended, supplemented, amended and restated or otherwise modified from time to time.



“Swing Line Lender” means, subject to the terms of this Agreement, National City.



“Swing Line Loan” is defined in clause (b) of Section 2.1.1.



“Swing Line Loan Commitment” is defined in clause (b) of
Section 2.1.1.



“Swing Line Loan Commitment Amount” means, on any date, $20,000,000, as such amount
may be reduced from time to time pursuant to Section 2.2.



“Swing Line Note” means a promissory note of the Borrowers payable to the Swing Line
Lender, in the form of Exhibit A-3 hereto (as such promissory note may be amended, endorsed
or otherwise modified from time to time), evidencing the aggregate Indebtedness of the Borrowers to
the Swing Line Lender resulting from outstanding Swing Line Loans, and also means all other
promissory notes accepted from time to time in substitution therefor or renewal thereof.



“Syndication Agent” is defined in the preamble.



“Synthetic Lease” means, as applied to any Person, any lease (including leases that
may be terminated by the lessee at any time) of any property (whether real, personal or mixed)
(a) that is not a capital lease in accordance with GAAP and (b) in respect of which the lessee
retains or obtains ownership of the property so leased for federal income tax purposes, other than
any such lease under which that Person is the lessor.



“Taxes” means all income, stamp or other taxes, duties, levies, imposts, charges,
assessments, fees, deductions or withholdings, now or hereafter imposed, levied, collected,
withheld or assessed by any Governmental Authority, and all interest, penalties or similar
liabilities with respect thereto.



“Term Loan Administrative Agent” is defined in the preamble.



“Term Loan Facility” means, at any time, the aggregate principal amount of the Term
Loans of all Term Loan Lenders outstanding.



“Term Loan Lender” means, at any time, any Lender that holds Term Loans at such time.



“Term Loan Percentage” means, relative to any Lender, the applicable percentage
relating to Term Loans set forth opposite its name on Schedule II hereto under the Term
Loan column or set forth in a Lender Assignment Agreement under the Term Loan column, as such
percentage may be adjusted from time to time pursuant to Lender Assignment Agreements executed by
such Lender and its Assignee Lender and delivered pursuant to Section 10.11.



“Term Loans” means loans made by the Term Loan Lenders under the Term Loan Facility
pursuant to clause (a) of Section 2.1.3.



“Term Note” means a promissory note of the Borrowers payable to any Term Loan Lender,
substantially in the form of Exhibit A-2 hereto (as such promissory note may be amended,
endorsed or otherwise modified from time to time), evidencing the aggregate Indebtedness of the
Borrowers to such Term Loan Lender resulting from outstanding Term Loans, and also means all other
promissory notes accepted from time to time in substitution therefor or renewal thereof.



“Termination Date” means the date on which all Obligations have been paid in full in
cash, all Letters of Credit have been terminated or expired (or been Cash Collateralized), all Rate
Protection Agreements have been terminated and all Commitments shall have terminated.



“Total Debt” means, on any date, the outstanding principal amount of all Indebtedness
of the Company and its Subsidiaries of the type referred to in clause (a) (which, in the
case of the Loans, shall be deemed to equal the Dollar Equivalent (determined as of the most recent
Revaluation Date) for any Loans denominated in an Alternate Currency, clause (b) (which, in
the case of Letter of Credit Outstandings, shall be deemed to equal the Dollar Equivalent
(determined as of the most recent Revaluation Date) for any Letter of Credit Outstandings
denominated in an Alternate currency, clause (c), clause (g), clause (i)
and clause (j), in each case of the definition of “Indebtedness” (exclusive of intercompany
Indebtedness between the Company and its Subsidiaries) and any Contingent Liability in respect of
any of the foregoing.



“Total Exposure Amount” means, on any date of determination (and without duplication),
the Dollar Equivalent (determined as of the most recent Revaluation Date) of the outstanding
principal amount of all Loans, the aggregate amount of all Letter of Credit Outstandings and the
unfunded amount of the Commitments.



“Total Revolving Loan Exposure Amount” means, on any date of determination (and
without duplication), the Dollar Equivalent (determined as of the most recent Revaluation Date) of
the outstanding principal amount of all Revolving Loans, the aggregate amount of all Letter of
Credit Outstandings and the unfunded amount of the Revolving Loan Commitments.



“Trademark Security Agreement” means any Trademark Security Agreement executed and
delivered by any Obligor substantially in the form of Exhibit B to the Pledge and Security
Agreement, as amended, supplemented, amended and restated or otherwise modified from time to time.



“Transaction” is defined in the second recital.



“Treaty on European Union” means the Treaty of Rome of March 25, 1957, as amended by
the Single European Act 1986 and the Maastricht Treaty (which was signed at Maastricht, the Kingdom
of Netherlands, on February 1, 1992 and came into force on November 1, 1993), as amended from time
to time.



“type” means, relative to any Loan, the portion thereof, if any, being maintained as a
Base Rate Loan, a LIBO Rate Loan or a Money Market Rate Loan.



“UCC” means the Uniform Commercial Code as in effect from time to time in the State
of New York; provided that if, with respect to any Filing Statement or by reason of any
provisions of law, the perfection or the effect of perfection or non-perfection of the security
interests granted to the Collateral Agent pursuant to the applicable Loan Document is governed by
the Uniform Commercial Code as in effect in a jurisdiction of the United States other than New
York, then “UCC” means the Uniform Commercial Code as in effect from time to time in such other
jurisdiction for purposes of the provisions of each Loan Document and any Filing Statement relating
to such perfection or effect of perfection or non-perfection.



“United States” or “U.S.” means the United States of America, its fifty states
and the District of Columbia.



“U.S. Subsidiary” means any Subsidiary that is incorporated or organized under the
laws of the United States, a state thereof or the District of Columbia.



“Voting Securities” means, with respect to any Person, Capital Securities of any class
or kind ordinarily having the power to vote for the election of directors, managers or other voting
members of the governing body of such Person.



“Welfare Plan” means a “welfare plan”, as such term is defined in Section 3(1) of
ERISA.



“wholly owned Subsidiary” means any Subsidiary all of the outstanding Capital
Securities of which (other than any director’s qualifying shares or investments by foreign
nationals mandated by applicable laws) is owned directly or indirectly by the Company.



“Yen” means Japanese yen, the lawful currency of Japan.



SECTION 1.2 Use of Defined Terms. Unless otherwise defined or the context otherwise
requires, terms for which meanings are provided in this Agreement shall have such meanings when
used in each other Loan Document and the Disclosure Schedule.



SECTION 1.3 Cross-References. Unless otherwise specified, references in a Loan
Document to any Article or Section are references to such Article or Section of such Loan Document,
and references in any Article, Section or definition to any clause are references to such clause of
such Article, Section or definition.



SECTION 1.4 Accounting and Financial Determinations. (a) Unless otherwise specified,
all accounting terms used in each Loan Document shall be interpreted, and all accounting
determinations and computations thereunder (including under Section 7.2.4 and the
definitions used in such calculations) shall be made, in accordance with GAAP. Unless otherwise
expressly provided, all financial covenants and defined financial terms shall be computed on a
consolidated basis for the Company and its Subsidiaries, in each case without duplication.




(b) As of any date of determination, for purposes of determining the Fixed Charge
Coverage Ratio or Leverage Ratio (and any financial calculations required to be made or
included within such ratios, or required for purposes of preparing any Compliance
Certificate to be delivered pursuant to the definition of “Permitted Acquisition”), the
calculation of such ratios and other financial calculations shall include or exclude, as the
case may be, the effect of any assets or businesses that have been acquired or Disposed of
by the Company or any of its Subsidiaries pursuant to the terms hereof (including through
mergers or consolidations) as of such date of determination, as determined by the Company on
a pro forma basis in accordance with GAAP, which determination may include one-time
adjustments or reductions in costs, if any, directly attributable to any such permitted
Disposition or Permitted Acquisition, as the case may be, in each case (i) calculated in
accordance with Regulation S-X of the Securities Act of 1933, as amended from time to time,
and any successor statute, for the period of four Fiscal Quarters ended on or immediately
prior to the date of determination of any such ratios (without giving effect to any
cost-savings or adjustments relating to synergies resulting from a Permitted Acquisition
except as the Administrative Agents shall otherwise agree) and (ii) giving effect to any
such Permitted Acquisition or permitted Disposition as if it had occurred on the first day
of such four Fiscal Quarter period.




(c) If the Company notifies the Administrative Agents that the Company wishes to amend
any covenant in Article VII or any related definition to eliminate the effect of any
change in GAAP occurring after the date of this Agreement on the operation of such covenant
(or if an Administrative Agent notifies the Company that the Required Lenders wish to amend
Article VII or any related definition for such purpose), then the Company’s
compliance with such covenant shall be determined on the basis of GAAP in effect immediately
before the relevant change in GAAP became effective, until either such notice is withdrawn
or such covenant is amended in a manner satisfactory to the Company and the Required
Lenders. In the event of any such notification from the Company or the Administrative
Agents and until such notice is withdrawn or such covenant is so amended, the Company will
furnish to each Lender and the Administrative Agents, in addition to the financial
statements required to be furnished pursuant to Section 7.1.1 (the “Current GAAP
Financials”), (i) the financial statements described in such Section based upon GAAP as
in effect at the time such covenant was agreed to (the “Prior GAAP Financials”) and
(ii) a reconciliation between the Prior GAAP Financials and the Current GAAP Financials.



SECTION 1.5 Exchange Rates; Currency Equivalents. The Revolving Loan Administrative
Agent shall determine the Spot Rates as of each Revaluation Date to be used for calculating the
Dollar Equivalent of Credit Extensions and amounts outstanding hereunder denominated in Alternate
Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the
Spot Rates employed in converting any amounts between the applicable currencies until the next
Revaluation Date to occur. Except for purposes of financial statements delivered by the Company
hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the
applicable amount of any Currency for purposes of the Loan Documents shall be such Dollar
Equivalent as so determined by the Revolving Loan Administrative Agent. Wherever in this Agreement
in connection with a Credit Extension, conversion, continuation or prepayment of a Loan, an amount,
such as a required minimum or multiple amount, is expressed in Dollars, but such Credit Extension
is denominated in an Alternate Currency, such amount shall be the relevant Alternate Currency
Equivalent of such Dollars, as determined by the Revolving Loan Administrative Agent.



SECTION 1.6 Redenomination of Certain Foreign Currencies and Computation of Dollar
Amounts. Each obligation of the Borrowers hereunder to make a payment denominated in the
national currency unit of any member state of the European Union that adopts the Euro as its lawful
currency after the date hereof shall be redenominated into Euro at the time of such adoption (in
accordance with the EMU Legislation). If, in relation to the currency of any such member state,
the basis of accrual of interest expressed in this Agreement in respect of that currency shall be
inconsistent with any convention or practice in the London interbank market for the basis of
accrual of interest in respect of the Euro, such expressed basis shall be replaced by such
convention or practice with effect from the date on which such member state adopts the Euro as its
lawful currency; provided that if any Credit Extension in the currency of such member state
is outstanding immediately prior to such date, such replacement shall take effect, with respect to
such Credit Extension, at the end of the then current Interest Period. Each provision of this
Agreement shall be subject to such reasonable changes of construction as the Administrative Agents
may from time to time specify to be appropriate to reflect the adoption of the Euro by any member
state of the European Union and any relevant market conventions or practices relating to the Euro.
References herein to minimum Dollar amounts and integral multiples stated in Dollars, where they
shall also be applicable to Alternate Currency, shall be deemed to refer to approximate Alternative
Currency Equivalents.



SECTION 1.7 American Legal Terms. References to any legal term or concept (including
without limitation those for any action, remedy, method of judicial proceeding, document, statute,
court official, governmental authority or agency) shall in respect of any jurisdiction other than
the United States be construed as references to the term or concept which most nearly corresponds
to it in that jurisdiction.



ARTICLE II




COMMITMENTS, BORROWING AND ISSUANCE




PROCEDURES, NOTES AND LETTERS OF CREDIT




SECTION 2.1 Commitments. On the terms and subject to the conditions of this
Agreement, the Lenders and the Issuers severally agree to make Credit Extensions as set forth
below.



Section 2.1.1 Revolving Loans and Swing Line Loans. From time to time on any Business
Day occurring from and after the Amendment Effective Date, but prior to the Revolving Loan
Commitment Termination Date:




(a) each Lender that has a Revolving Loan Commitment (referred to as a “Revolving
Loan Lender”) agrees that it will make loans (relative to such Lender, its
“Revolving Loans”) (i) to the Company, denominated in Dollars, and (ii) to any
Designated Borrower, denominated in an Alternate Currency, in each case, equal to such
Lender’s Revolving Loan Percentage of the Dollar Equivalent (determined as of the most
recent Revaluation Date) of the aggregate amount of each Borrowing of the Revolving Loans
requested by the applicable Borrower to be made on such day; and




(b) the Swing Line Lender agrees that it will make loans (its “Swing Line
Loans”) denominated in Dollars to the Company equal to the principal amount of the Swing
Line Loan requested by the Company to be made on such day. The Commitment of the Swing Line
Lender described in this clause is herein referred to as its “Swing Line Loan
Commitment”.



On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow,
prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be
permitted or required to make any Revolving Loan if, after giving effect thereto, (i) the Dollar
Equivalent of such Lender’s Revolving Exposure would exceed such Lender’s Revolving Loan Percentage
of the then existing Revolving Loan Commitment Amount, (ii) the Dollar Equivalent of the aggregate
principal amount of Alternate Currency Loans, together with the Dollar Equivalent of Letters of
Credit Outstandings, would exceed the Alternate Currency Commitment Amount, or (iii) the Dollar
Equivalent of the aggregate amount of Revolving Loans and Swing Line Loans outstanding together
with the Dollar Equivalent of Letters of Credit Outstandings would exceed the Revolving Loan
Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make
Swing Line Loans if, after giving effect thereto, (x) the aggregate outstanding principal amount of
all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (y) unless
otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line
Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s
Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the
Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment
Amount.




(c) Increases in Revolving Loan Commitment Amount. At any time that no Default
has occurred and is continuing, and prior to the Revolving Loan Commitment Termination Date,
the Company may notify the Revolving Loan Administrative Agent that the Company is
requesting that, on the terms and subject to the conditions contained in this Agreement, the
Lenders and/or other lenders not then a party to this Agreement provide up to an aggregate
amount of $50,000,000 in additional Revolving Loan Commitments. Upon receipt of such
notice, the Revolving Loan Administrative Agent shall use commercially reasonable efforts to
arrange for the Lenders or other Eligible Assignees to provide such additional Commitments.
Nothing contained in this Section or otherwise in this Agreement is intended to commit any
Lender or any Agent to provide any portion of any such additional Commitments. If and to
the extent that any Lenders and/or other lenders agree, in their sole discretion, to provide
any such additional Commitments, (i) the Revolving Loan Commitment Amount shall be increased
by the amount of the additional Revolving Loan Commitments agreed to be so provided, (ii)
the Percentages of the respective Lenders in respect of the increased Revolving Loan
Commitment Amount shall be proportionally adjusted (provided, however, that
the amount equal to the adjusted Percentage of a Lender in respect of Revolving Loans
multiplied by the Revolving Loan Commitment Amount as increased pursuant to clause
(i) may not exceed the amount equal to the Percentage of such Lender in respect of
Revolving Loans immediately prior to any adjustment made pursuant to this clause
(ii) multiplied by the Revolving Loan Commitment Amount immediately prior to the
corresponding increase thereof pursuant to clause (ii) without the consent of such
Lender) and such adjustment shall be recorded in the Register and (iii) at such time and in
such manner as the Company and the Revolving Loan Administrative Agent shall agree (it being
understood that the Company and the Revolving Loan Administrative Agent will use
commercially reasonable efforts to avoid the prepayment or assignment of any LIBO Rate Loan
on a day other than the last day of the Interest Period applicable thereto), the Lenders
shall assign and assume outstanding Revolving Loans so as to cause the amounts of such
Revolving Loans held by each Lender with a Percentage in excess of zero of the Revolving
Loan Commitment to conform to its adjusted Percentage of the Revolving Loan Commitment and
(iv) the Company shall execute and deliver any additional Notes, other amendments or
modifications to any Loan Document, and any other certificates, consents or legal opinions
as the Revolving Loan Administrative Agent may reasonably request.



Section 2.1.2 Letter of Credit Commitment. Each of the parties hereto acknowledges
and agrees that the Existing Letters of Credit shall continue as Letters of Credit for all purposes
under this Agreement and the Loan Documents. From time to time on any Business Day occurring from
the Amendment Effective Date but 3 days prior to the Revolving Loan Commitment Termination Date,
the relevant Issuer agrees that it will




(a) issue one or more standby letters of credit (relative to such Issuer, its
“Letter of Credit”) in Dollars or in an Alternate Currency for the account of any
Borrower or any Subsidiary Guarantor in the Stated Amount requested by the applicable
Borrower on such day; or




(b) extend the Stated Expiry Date of an existing standby Letter of Credit previously
issued hereunder.



No Issuer shall be permitted or required to issue any Letter of Credit if, after giving effect
thereto, (i) the Dollar Equivalent (determined as of the most recent Revaluation Date) of the
aggregate amount of all Letter of Credit Outstandings would exceed the then existing Letter of
Credit Commitment Amount or (ii) the sum of the aggregate amount of all Letter of Credit
Outstandings plus the aggregate principal amount of all Revolving Loans and Swing Line Loans then
outstanding would exceed the then existing Revolving Loan Commitment Amount.



Section 2.1.3 Term Loans. Prior to the Amendment Effective Date and pursuant to the
terms of the Existing Credit Agreement, each Term Loan Lender made Existing Term Loans in Dollars
to the Company equal to such Term Loan Lender’s Term Loan Percentage of the Term Loan Facility in
the aggregate principal amount of $305,000,000. Each of the parties hereto acknowledges and agrees
that the Existing Term Loans shall continue as Term Loans for all purposes under this Agreement and
the Loan Documents. No amounts paid or prepaid with respect to Term Loans may be reborrowed.



SECTION 2.2 Reduction of the Commitment Amounts. The Company may, from time to time
on any Business Day occurring after the Amendment Effective Date, voluntarily reduce any Commitment
Amount on the Business Day so specified by the Company; provided that all such reductions
shall require at least three Business Day’s prior notice to the applicable Administrative Agent and
be permanent, and any partial reduction of any Commitment Amount shall be in a minimum amount of
$10,000,000 and in an integral multiple of $1,000,000. Any optional or mandatory reduction of the
Revolving Loan Commitment Amount pursuant to the terms of this Agreement which reduces the
Revolving Loan Commitment Amount below the sum of (i) the Swing Line Loan Commitment Amount, (ii)
the Alternate Currency Commitment Amount and (iii) the Letter of Credit Commitment Amount shall
result in an automatic and corresponding reduction of the Swing Line Loan Commitment Amount,
Alternate Currency Commitment Amount and/or Letter of Credit Commitment Amount (as directed by the
Borrowers in a notice to the Revolving Loan Administrative Agent delivered together with the notice
of such voluntary reduction in the Revolving Loan Commitment Amount) to an aggregate amount not in
excess of the Revolving Loan Commitment Amount, as so reduced, without any further action on the
part of the Swing Line Lender, any Revolving Loan Lender or any Issuer.



SECTION 2.3 Borrowing Procedures. Loans (other than Swing Line Loans) shall be made
by the Lenders in accordance with Section 2.3.1, and Swing Line Loans shall be made by the
Swing Line Lender in accordance with Section 2.3.2.



Section 2.3.1 Borrowing Procedure. In the case of Loans (other than Swing Line
Loans), by delivering a Borrowing Request to the Revolving Loan Administrative Agent or the Term
Loan Administrative Agent, as applicable, on or before 12:00 noon on a Business Day, the Borrowers
may from time to time irrevocably request, on the proposed date of the Borrowing in the case of
Base Rate Loans, or on three Business Days’ notice in the case of LIBO Rate Loans denominated in
Dollars, and in either case not more than five Business Days’ notice, or on no less than five
Business Days’, and no more than ten Business Days’ notice in the case of Alternate Currency Loans,
that a Borrowing be made, in the case of LIBO Rate Loans, in a minimum amount of $5,000,000 (or the
Dollar Equivalent thereof) and an integral multiple of $1,000,000 (or the Dollar Equivalent
thereof), in the case of Base Rate Loans, in a minimum amount of $1,000,000 and an integral
multiple of $100,000 or, in either case, in the unused amount of the applicable Commitment. On the
terms and subject to the conditions of this Agreement, each Borrowing shall be comprised of the
type of Loans, and shall be made on the Business Day and in the Currency specified in such
Borrowing Request. In the case of other than Swing Line Loans, on or before 11:00 a.m. on such
Business Day each Lender that has a Commitment to make the Loans being requested shall deposit with
the applicable Administrative Agent same day funds in an amount equal to such Lender’s Percentage
of the requested Borrowing. Such deposit will be made to the applicable account which each
Administrative Agent shall specify from time to time by notice to the Lenders. To the extent funds
are received from the Lenders, each Administrative Agent shall make such funds available to the
applicable Borrower by wire transfer to the account such Borrower shall have specified in its
Borrowing Request. No Lender’s obligation to make any Loan shall be affected by any other Lender’s
failure to make any Loan.



Section 2.3.2 Swing Line Loans; Participations, etc.




(a) By telephonic notice to the Swing Line Lender on or before 12:00 noon on a Business
Day (promptly confirmed in writing if so requested by the Swing Line Lender), the Borrowers
may from time to time irrevocably request that Swing Line Loans be made by the Swing Line
Lender in an aggregate minimum principal amount of $500,000 and an integral multiple of
$100,000. All Swing Line Loans shall be made as (i) Base Rate Loans and shall not be
entitled to be converted into LIBO Rate Loans or (ii) pursuant to clause (b) below,
Money Market Rate Loans. The proceeds of each Swing Line Loan shall be made available by
the Swing Line Lender to the applicable Borrower by wire transfer to the account such
Borrower shall have specified in its notice therefor by the close of business on the
Business Day telephonic notice is received by the Swing Line Lender. Upon the making of
each Swing Line Loan, and without further action on the part of the Swing Line Lender or any
other Person, each Revolving Loan Lender (other than the Swing Line Lender) shall be deemed
to have irrevocably purchased, to the extent of its Revolving Loan Percentage, a
participation interest in such Swing Line Loan, and such Revolving Loan Lender shall, to the
extent of its Revolving Loan Percentage, be responsible for reimbursing within one Business
Day the Swing Line Lender for Swing Line Loans which have not been reimbursed by the Company
in accordance with the terms of this Agreement.




(b) Whenever the Borrowers propose to request that Swing Line Loans be made as Money
Market Rate Loans, prior to submitting such request, the Borrowers shall notify the
Revolving Loan Administrative Agent of its intention and request the Revolving Loan
Administrative Agent to quote a fixed or floating interest rate (the “Quoted Rate”)
to be applicable thereto prior to the proposed maturity thereof (which shall not exceed
thirty days). The Revolving Loan Administrative Agent will immediately so notify the Swing
Line Lender, and if the Swing Line Lender is agreeable to a particular interest rate for the
proposed maturity of such Money Market Rate Loan if such Loan is made on or prior to a
specified date, the Revolving Loan Administrative Agent shall quote such interest rate to
the Borrowers as the Quoted Rate applicable to such proposed Money Market Rate Loan if made
on or before such specified date for a maturity as so proposed by the Borrowers. The Swing
Line Lender contemplates that any Quoted Rate will be a rate of interest which reflects a
margin corresponding to (i) the Applicable Margin for Revolving Loans being maintained as
LIBO Rate Loans over (ii) the then prevailing Federal Funds Rate, commercial paper, call
money, overnight repurchase or other commonly quoted interest rate, or the Swing Line
Lender’s average fully absorbed cost of short term funds, in each case as selected and
determined by the Swing Line Lender. Nothing herein shall be deemed to permit any Lender
other than the Swing Line Lender any right of approval with respect to a Quoted Rate.




(c) If (i) any Swing Line Loan shall be outstanding for more than thirty Business Days,
(ii) any Swing Line Loan is or will be outstanding on a date when any Borrower requests that
a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each
Revolving Loan Lender (other than the Swing Line Lender) irrevocably agrees that it will, at
the request of the Swing Line Lender, make a Revolving Loan (which shall initially be funded
as a Base Rate Loan) in an amount equal to such Lender’s Revolving Loan Percentage of the
aggregate principal amount of all such Swing Line Loans then outstanding (such outstanding
Swing Line Loans hereinafter referred to as the “Refunded Swing Line Loans”). On or
before 11:00 a.m. on the first Business Day following receipt by each Revolving Loan Lender
of a request to make Revolving Loans as provided in the preceding sentence, each Revolving
Loan Lender shall deposit in an account specified by the Swing Line Lender the amount so
requested in same day funds and such funds shall be applied by the Swing Line Lender to
repay the Refunded Swing Line Loans. At the time the Revolving Loan Lenders make the above
referenced Revolving Loans the Swing Line Lender shall be deemed to have made, in
consideration of the making of the Refunded Swing Line Loans, Revolving Loans in an amount
equal to the Swing Line Lender’s Revolving Loan Percentage of the aggregate principal amount
of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the
Swing Line Lender) of any Revolving Loans pursuant to this clause, the amount so funded
shall become an outstanding Revolving Loan and shall no longer be owed as a Swing Line Loan.
All interest payable with respect to any Revolving Loans made (or deemed made, in the case
of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect
the period of time during which the Swing Line Lender had outstanding Swing Line Loans in
respect of which such Revolving Loans were made. Each Revolving Loan Lender’s obligation to
make the Revolving Loans referred to in this clause shall be absolute and unconditional and
shall not be affected by any circumstance, including (i) any set-off, counterclaim,
recoupment, defense or other right which such Lender may have against the Swing Line Lender,
any Obligor or any Person for any reason whatsoever; (ii) the occurrence or continuance of
any Default; (iii) any adverse change in the condition (financial or otherwise) of any
Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any
Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by
any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not
similar to any of the foregoing.



SECTION 2.4 Continuation and Conversion Elections. By delivering prior telephonic
notice to the to the applicable Administrative Agent on or before 10:00 a.m. on a Business Day
(such notice to be confirmed in writing within 24 hours thereafter by delivery of a
Continuation/Conversion Notice), any Borrower may from time to time irrevocably elect:




(a) on not less than three nor more than five Business Days’ notice, the conversion of
any Base Rate Loan into one or more LIBO Rate Loans denominated in Dollars or the
continuation of any LIBO Rate Loan denominated in Dollars as a LIBO Rate Loan so
denominated; and




(b) on not less than five nor more than ten Business Days’ notice, the continuation of
any LIBO Rate Loan denominated in an Alternate Currency as a LIBO Rate Loan denominated in
such Alternate Currency;



provided that any portion of any Loan which is continued or converted hereunder shall
be in a minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000; and
provided further that in the absence of prior notice (which notice may be delivered
telephonically followed by written confirmation within 24 hours thereafter by delivery of a
Continuation/Conversion Notice) with respect to any LIBO Rate Loan denominated in Dollars at least
three Business Days (or, with respect to any LIBO Rate Loan denominated in an Alternate Currency,
at least five Business Days) before the last day of the then current Interest Period with respect
thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan;
provided that (i) each such conversion or continuation shall be pro rated among the
applicable outstanding Loans of all Lenders that have made such Loans, and (ii) no portion of the
outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate
Loans when any Default has occurred and is continuing.



SECTION 2.5 Alternate Currency Loans.




(a) If any Borrower requests a Borrowing in an Alternate Currency, or if pursuant to
any Continuation/Conversion Notice a Borrower elects to continue any LIBO Rate Loan
denominated in an Alternate Currency, the Revolving Loan Administrative Agent shall in the
notice given to the Revolving Loan Lenders pursuant to Section 2.3 or Section
2.4, as the case may be, give details of such request or election including, without
limitation, as the case may be, the aggregate principal amount of the Borrowing in such
Alternate Currency to be made by each Lender pursuant to the terms of this Agreement or the
aggregate principal amount of such LIBO Rate Loans to be continued by each Lender pursuant
to the terms of this Agreement.




(b) Each Lender shall be treated as having confirmed that the Alternate Currency
requested, or elected by the applicable Borrower to be continued, is Available to it unless
no later than 9:00 a.m. on the same Business Day of the requested Borrowing or the proposed
continuation it shall have notified the Revolving Loan Administrative Agent that such
Alternate Currency is not Available.




(c) In the event that the Revolving Loan Administrative Agent has received notification
from any of the Lenders that the Alternate Currency requested or elected by the applicable
Borrower to be continued is not Available, then the Revolving Loan Administrative Agent
shall notify such Borrower and the Lenders no later than 10:00 a.m. on the same Business Day
of the proposed Borrowing or proposed continuation.




(d) If the Revolving Loan Administrative Agent notifies a Borrower pursuant to
clause (c) above that any of the Lenders has notified the Revolving Loan
Administrative Agent that the Alternate Currency requested or elected by such Borrower to be
continued or converted is not Available, such notification shall (i) in the case of any
Borrowing Request, revoke such Borrowing Request and (ii) in the case of any
Continuation/Conversion Notice, such continuation/conversion with respect thereto shall be
deemed withdrawn and such Alternate Currency Loans shall be redenominated into Base Rate
Loans. The Revolving Loan Administrative Agent will promptly notify the Borrowers and the
Lenders of any such redenomination and in such notice by the Revolving Loan Administrative
Agent to each Lender the Revolving Loan Administrative Agent will state the aggregate Dollar
Equivalent amount of the redenominated Alternate Currency Loans as of the Revaluation Date
with respect thereto and such Lender’s Percentage thereof.




(e) Notwithstanding anything herein to the contrary, during the existence of an Event
of Default, upon the request of the Lenders holding in excess of 50% of the Revolving Loan
Commitments, all or any part of any outstanding Alternate Currency Loans shall be
redenominated and converted into Base Rate Loans on the last day of the Interest Period with
respect to any such Alternate Currency Loans. The Revolving Loan Administrative Agent will
promptly notify the applicable Borrowers and the Revolving Loan Lenders of any such
redenomination and conversion request.



SECTION 2.6 Funding. Each Lender may, if it so elects, fulfill its obligation to
make, continue or convert LIBO Rate Loans hereunder by causing one of its foreign branches or
Affiliates (or an international banking facility created by such Lender) to make or maintain such
LIBO Rate Loan; provided that such LIBO Rate Loan shall nonetheless be deemed to have been
made and to be held by such Lender, and the obligation of the Borrowers to repay such LIBO Rate
Loan shall nevertheless be to such Lender for the account of such foreign branch, Affiliate or
international banking facility. In addition, each Borrower hereby consents and agrees that, for
purposes of any determination to be made for purposes of Sections 4.1, 4.2,
4.3 or 4.4, it shall be conclusively assumed that each Lender elected to fund all
LIBO Rate Loans by purchasing deposits in the relevant Currency in its LIBOR Office’s interbank
eurodollar market. Each Lender may, at its option, make any Loan available to any Designated
Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan;
provided that any exercise of such option shall not affect the obligation of such
Designated Borrower to repay such Alternate Currency Loan in accordance with the terms of this
Agreement.



SECTION 2.7 Issuance Procedures. By delivering to the Revolving Loan Administrative
Agent an Issuance Request on or before 12:00 noon on a Business Day, the Borrowers may from time to
time irrevocably request on not less than three nor more than ten Business Days’ notice, in the
case of an initial issuance of a Letter of Credit and not less than three Business Days’ prior
notice, in the case of a request for the extension of the Stated Expiry Date of a standby Letter of
Credit (in each case, unless a shorter notice period is agreed to by the relevant Issuer, in its
sole discretion), that an Issuer issue, or extend the Stated Expiry Date of, a Letter of Credit in
such form as may be requested by the Borrowers and approved by such Issuer, solely for the purposes
described in Section 7.1.7. Each Letter of Credit shall by its terms be stated to expire
on a date (its “Stated Expiry Date”) no later than the earlier to occur of (i) five
Business Days’ prior to the Revolving Loan Commitment Termination Date and (ii) (unless otherwise
agreed to by an Issuer, in its sole discretion), one year from the date of its issuance;
provided that any Letter of Credit may provide for renewal periods of up to one year so
long as such renewal periods do not exceed the date set forth in clause (i). Each Issuer
will make available to the beneficiary thereof the original of the Letter of Credit which it
issues. Notwithstanding the foregoing, all Letters of Credit issued hereunder shall be subject to
the customary procedures of the applicable Issuer.



Section 2.7.1 Other Lenders Participation. Upon the issuance of each Letter of
Credit, and without further action, each Revolving Loan Lender (other than the Issuer) shall be
deemed to have irrevocably purchased, to the extent of its Revolving Loan Percentage, a
participation interest in such Letter of Credit (including the Contingent Liability and any
Reimbursement Obligation with respect thereto), and such Revolving Loan Lender shall, to the extent
of its Revolving Loan Percentage, be responsible for reimbursing within one Business Day the Issuer
for Reimbursement Obligations which have not been reimbursed by the Borrowers in accordance with
Section 2.7.3 of receiving notice from the Issuer for Reimbursement Obligations which have
not been reimbursed by the Borrowers in accordance with Section 2.7.3 (with the terms of
this Section surviving the termination of this Agreement). In addition, such Revolving Loan Lender
shall, to the extent of its Revolving Loan Percentage, be entitled to receive a ratable portion of
the Letter of Credit fees payable pursuant to Section 3.3.3 with respect to each Letter of
Credit (other than the issuance fees payable to the Issuer of such Letter of Credit pursuant to the
last sentence of Section 3.3.3) and of interest payable pursuant to Section 3.2
with respect to any Reimbursement Obligation. To the extent that any Revolving Loan Lender has
reimbursed any Issuer for a Disbursement, such Lender shall be entitled to receive its ratable
portion of any amounts subsequently received (from the Borrowers or otherwise) in respect of such
Disbursement.



Section 2.7.2 Disbursements. An Issuer will notify the applicable Borrower and the
Revolving Loan Administrative Agent promptly of the presentment for payment of any Letter of Credit
issued by such Issuer, together with notice of the date (the “Disbursement Date”) such
payment shall be made (each such payment, a “Disbursement”). Subject to the terms and
provisions of such Letter of Credit and this Agreement, the applicable Issuer shall make such
payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 11:00 a.m. on the
Disbursement Date, the applicable Borrower will reimburse the Revolving Loan Administrative Agent,
for the account of the applicable Issuer, for all amounts which such Issuer has disbursed under
such Letter of Credit, such payments to be made in Dollars (and in the amount which is the Dollar
Equivalent of any such payment or disbursement made or denominated in an Alternate Currency)
together with interest thereon at a rate per annum equal to the rate per annum then in effect for
Base Rate Loans (with the then Applicable Margin for Revolving Loans accruing on such amount)
pursuant to Section 3.2 for the period from the Disbursement Date through the date of such
reimbursement. Without limiting in any way the foregoing and notwithstanding anything to the
contrary contained herein or in any separate application for any Letter of Credit, each Borrower
hereby acknowledges and agrees that it shall be obligated to reimburse the applicable Issuer upon
each Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of
each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is
a Borrower or a Subsidiary Guarantor).



Section 2.7.3 Reimbursement. The obligation (a “Reimbursement Obligation”) of
the Borrowers under Section 2.7.2 to reimburse an Issuer with respect to each Disbursement
(including interest thereon), and, upon the failure of the Borrowers to reimburse an Issuer, each
Revolving Loan Lender’s obligation under Section 2.7.1 to reimburse an Issuer, shall be
absolute and unconditional under any and all circumstances and irrespective of any setoff,
counterclaim or defense to payment which the Borrowers or such Revolving Loan Lender, as the case
may be, may have or have had against such Issuer or any Lender, including any defense based upon
the failure of any Disbursement to conform to the terms of the applicable Letter of Credit (if, in
such Issuer’s good faith opinion, such Disbursement is determined to be appropriate) or any
non-application or misapplication by the beneficiary of the proceeds of such Letter of Credit;
provided that after paying in full its Reimbursement Obligation hereunder, nothing herein
shall adversely affect the right of the Borrowers or such Lender, as the case may be, to commence
any proceeding against an Issuer for any wrongful Disbursement made by such Issuer under a Letter
of Credit as a result of acts or omissions constituting gross negligence or willful misconduct on
the part of such Issuer.



Section 2.7.4 Deemed Disbursements. Upon the occurrence and during the continuation
of any Default under Section 8.1.9 or upon notification by the Revolving Loan
Administrative Agent (acting at the direction of the Required Revolving Loan Lenders) to the
Borrowers of its obligations under this Section, following the occurrence and during the
continuation of any other Event of Default,




(a) the aggregate Stated Amount of all Letters of Credit shall, without demand upon or
notice to the Borrowers or any other Person, be deemed to have been paid or disbursed by the
Issuers of such Letters of Credit (notwithstanding that such amount may not in fact have
been paid or disbursed); and




(b) the Borrowers shall be immediately obligated to reimburse the Issuers for the
amount deemed to have been so paid or disbursed by such Issuers.



Amounts payable by the Borrowers pursuant to this Section shall be deposited in immediately
available funds with the Revolving Loan Administrative Agent and held as collateral security for
the Reimbursement Obligations. When all Defaults giving rise to the deemed disbursements under
this Section have been cured or waived the Revolving Loan Administrative Agent shall return to the
Borrowers all amounts then on deposit with the Revolving Loan Administrative Agent pursuant to this
Section which have not been applied to the satisfaction of the Reimbursement Obligations.



Section 2.7.5 Nature of Reimbursement Obligations. The Borrowers, each other Obligor
and, to the extent set forth in Section 2.7.1, each Revolving Loan Lender shall assume all
risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No
Issuer (except to the extent of its own gross negligence or willful misconduct) shall be
responsible for:




(a) the form, validity, sufficiency, accuracy, genuineness or legal effect of any
Letter of Credit or any document submitted by any party in connection with the application
for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all
respects invalid, insufficient, inaccurate, fraudulent or forged;




(b) the form, validity, sufficiency, accuracy, genuineness or legal effect of any
instrument transferring or assigning or purporting to transfer or assign a Letter of Credit
or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may
prove to be invalid or ineffective for any reason;




(c) failure of the beneficiary to comply fully with conditions required in order to
demand payment under a Letter of Credit;




(d) errors, omissions, interruptions or delays in transmission or delivery of any
messages, by mail, cable, telegraph, telex or otherwise; or




(e) any loss or delay in the transmission or otherwise of any document or draft
required in order to make a Disbursement under a Letter of Credit.



None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers
granted to any Issuer or any Revolving Loan Lender hereunder. In furtherance and not in limitation
or derogation of any of the foregoing, any action taken or omitted to be taken by an Issuer in good
faith (and not constituting gross negligence or willful misconduct) shall be binding upon each
Obligor and each such Secured Party, and shall not put such Issuer under any resulting liability to
any Obligor or any Secured Party, as the case may be.



SECTION 2.8 Registers; Notes. The Registers shall be maintained on the following
terms.




(a) The Borrowers hereby designate (i) the Revolving Loan Administrative Agent, in the
case of the Revolving Loan Commitments, Alternate Currency Commitments, Swing Line Loan
Commitments and Letter of Credit Commitments, and (ii) the Term Loan Administrative Agent,
in the case of the Term Loans, to serve as the Borrowers’ agents, solely for the purpose of
this clause, to maintain a register (each, a “Register” and collectively, the
“Registers”) on which such Administrative Agent will record the applicable
Commitment of each Lender, the applicable Loans made by each Lender and each repayment in
respect of the principal amount of such Loans, annexed to which the relevant Administrative
Agent shall retain a copy of each Lender Assignment Agreement delivered to such
Administrative Agent pursuant to Section 10.11. Failure to make any recordation, or
any error in such recordation, shall not affect any Obligor’s Obligations. The entries in
the Registers shall be conclusive, in the absence of manifest error, and the Borrowers, the
Administrative Agents and the Lenders shall treat each Person in whose name a Loan is
registered (or, if applicable, to which a Note has been issued) as the owner thereof for the
purposes of all Loan Documents, notwithstanding notice or any provision herein to the
contrary. Any assignment or transfer of a Commitment or the Loans made pursuant hereto
shall be registered in the Registers only upon delivery to the relevant Administrative Agent
of a Lender Assignment Agreement that has been executed by the requisite parties pursuant to
Section 10.11. No assignment or transfer of a Lender’s Commitment or Loans shall be
effective unless such assignment or transfer shall have been recorded in the applicable
Register by the relevant Administrative Agent as provided in this Section.




(b) Each Borrower agrees that, upon the request to the Administrative Agents by any
Lender, such Borrower will execute and deliver to such Lender a Note evidencing the Loans
made by, and payable to the order of, such Lender in a maximum principal amount equal to
such Lender’s Percentage of the original applicable Commitment Amount. Each Borrower hereby
irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on
the grid attached to such Lender’s Note (or on any continuation of such grid), which
notations, if made, shall evidence, inter alia, the date of, the outstanding
principal amount of, and the interest rate and Interest Period applicable to the Loans
evidenced thereby. Such notations shall, to the extent not inconsistent with notations made
by the applicable Administrative Agent in its respective Register, be conclusive and binding
on each Obligor absent manifest error; provided that the failure of any Lender to
make any such notations shall not limit or otherwise affect any Obligations of any Obligor.



SECTION 2.9 Designated Borrowers.




(a) The Company may at any time, upon not less than thirty Business Days’ notice from
the Company to the Revolving Loan Administrative Agent (or such shorter period as may be
agreed by the Revolving Loan Administrative Agent in its sole discretion), designate one or
more wholly-owned Subsidiaries organized under the laws of Japan or The Kingdom of the
Netherlands (each an “Applicant Borrower”), as a Designated Borrower to receive
Alternate Currency Loans hereunder by delivering to the Revolving Loan Administrative Agent
(which shall promptly deliver counterparts thereof to each applicable Lender and the other
Administrative Agent) a duly executed notice and agreement in substantially the form of
Exhibit I-1 (a “Designated Borrower Request and Assumption Agreement”). The
parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled
to become a Designated Borrower the Revolving Loan Administrative Agent and the Lenders
shall have received such supporting resolutions, incumbency certificates, opinions of
counsel and other documents or information, in form, content and scope reasonably
satisfactory to the Revolving Loan Administrative Agent, as may be required by the Revolving
Loan Administrative Agent or the Required Lenders in their sole discretion, and Notes signed
by such new Borrowers to the extent any Lenders so require. If the Revolving Loan
Administrative Agent and the Required Lenders agree that an Applicant Borrower shall be
entitled to receive Alternate Currency Loans hereunder, then promptly following receipt of
all such documents or information, the Revolving Loan Administrative Agent shall send a
notice in substantially the form of Exhibit I-2 (a “Designated Borrower
Notice”) to the Company, the other Administrative Agent and the Lenders specifying the
effective date upon which the Applicant Borrower shall constitute a Designated Borrower for
purposes hereof, whereupon each of the Lenders agrees to permit such Designated Borrower to
receive Alternate Currency Loans hereunder, on the terms and conditions set forth herein,
and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower
for all purposes of this Agreement.




(b) To the extent each Foreign Subsidiary and each Designated Borrower has not already
executed a Subsidiary Guaranty and granted and perfected Liens over its assets to secure all
of the Obligations, each Designated Borrower will cause each of its Subsidiaries to execute
a Subsidiary Guaranty (Foreign) guaranteeing the Obligations of such Designated Borrower and
each Designated Borrower will and will cause each of its Subsidiaries to execute any
documentation and take all other actions deemed reasonably necessary by the Collateral Agent
to secure the Obligations of such Designated Borrower and such Subsidiaries hereunder or
under such Subsidiary Guaranty (Foreign), as applicable and grant Liens on such Person’s
assets, in a manner and to the extent that a U.S. Subsidiary is required to secure its
Obligations under the Subsidiary Guaranty (Domestic) pursuant to the terms hereof and the
Subsidiary Guaranty (Domestic) and will otherwise comply with Section 7.1.8.




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




(d) The Company may from time to time, upon not less than thirty Business Days’ notice
from the Company to the Revolving Loan Administrative Agent (or such shorter period as may
be agreed by the Administrative Agents in their sole discretion), terminate a Designated
Borrower’s status as such; provided that there are no outstanding Alternate Currency
Loans payable by such Designated Borrower, or other amounts payable by such Designated
Borrower on account of any Alternate Currency Loans made to it, as of the effective date of
such termination. The Revolving Loan Administrative Agent will promptly notify the other
Administrative Agent and the Lenders of any such termination of a Designated Borrower’s
status.



ARTICLE III




REPAYMENTS, PREPAYMENTS, INTEREST AND FEES




SECTION 3.1 Repayments and Prepayments; Application. The Borrowers agree that the
Loans shall be repaid and prepaid pursuant to the following terms.



Section 3.1.1 Repayments and Prepayments. The Borrowers shall repay in full the
unpaid principal amount of each Loan upon the applicable Stated Maturity Date therefor. Prior
thereto, payments and prepayments of the Loans shall or may be made as set forth below.




(a) From time to time on any Business Day, the Borrowers may make a voluntary
prepayment, in whole or in part, of the outstanding principal amount of any:




(i) Loans (other than Swing Line Loans); provided that:




(A) any such prepayment shall be made pro rata among
Loans of the same type and denominated in the same Currency, if applicable,
having the same Interest Period of all Lenders that have made such Loans,
and in the case of Term Loans, applied to the remaining amortization
payments in such amounts as the Borrowers shall determine;




(B) no such prepayment of any LIBO Rate Loan may be made on any day
other than the last day of the Interest Period for such Loan unless payments
required, if any, pursuant to Section 4.4 are made;




(C) all such voluntary prepayments with respect to Term Loans shall be
received by the Term Loan Administrative Agent by 12:00 noon at least three
but no more than five Business Days’ prior to the date of such repayment;
and




(D) all such voluntary partial prepayments shall, in the case of Base
Rate Loans, be in an aggregate minimum amount of $1,000,000 and an integral
multiple of $100,000, and in the case of LIBO Rate Loans, be in an aggregate
minimum amount of $1,000,000 and an integral multiple of $1,000,000; and




(ii) Swing Line Loans; provided that (A) all such voluntary prepayments
shall require prior telephonic notice to the Swing Line Lender on or before
1:00 p.m. on the day of such prepayment (such notice to be confirmed in writing
within 24 hours thereafter); (B) all such voluntary partial prepayments shall be in
an aggregate minimum amount of $500,000 and an integral multiple of $100,000; and
(C) no such prepayment of any Money Market Rate Loan may be made on any day other
than the maturity date for such Loan unless payments required, if any, pursuant to
Section 4.4 are made.




(b) On each date when aggregate Revolving Exposure of all Revolving Loan Lenders
exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time
pursuant to this Agreement), the Borrowers shall make a mandatory prepayment of Revolving
Loans or Swing Line Loans (or both) and, if necessary, Cash Collateralize all Letter of
Credit Outstandings, in an aggregate amount equal to such excess.




(c) Commencing on the Quarterly Payment Date occurring on April 1, 2007 and continuing
on each Quarterly Payment Date thereafter through and including the fourth Quarterly Payment
Date prior to the Stated Maturity Date, the Company shall make a scheduled repayment of the
aggregate outstanding principal amount, if any, of all Term Loans in an amount equal to
0.25% of the original principal amount of the Term Loans. The balance thereof shall be due
in four equal installments, payable on the three Quarterly Payment Dates preceding the
Stated Maturity Date and on the Stated Maturity Date.




(d) Concurrently with the receipt by the Company of any Net Equity Proceeds,
the Company shall make, or cause to be made, a mandatory prepayment of the Loans in an
amount equal to the product of (i) such Net Equity Proceeds multiplied by (ii) the
applicable Proceeds Reduction Percentage, to be applied as set forth in
Section 3.1.2.




(e) Concurrently with the receipt by the Company or any Subsidiary of any Net Debt
Proceeds, the Company shall make, or cause to be made, a mandatory prepayment of the Loans
in an amount equal to 100% of such Net Debt Proceeds, to be applied as set forth in
Section 3.1.2;




(f) Within five Business Days receipt by the Company or any Subsidiary of (i) any Net
Disposition Proceeds resulting from Dispositions made pursuant to clause (c) of
Section 7.2.8 or Net Casualty Proceeds, which such Net Disposition Proceeds and/or
Net Casualty Proceeds exceed $2,500,000 in the aggregate in any period of twelve consecutive
calendar months and (ii) any Net Disposition Proceeds resulting from Dispositions made
pursuant to clause (h) of Section 7.2.8, which proceeds exceed $30,000,000
in the aggregate over the term of the Agreement, the Company shall make, or cause to be
made, a mandatory prepayment of the Loans in an amount equal to 100% of such Net Disposition
Proceeds (but only to the extent of the amount of such Net Disposition Proceeds resulting
from proceeds of such Dispositions made pursuant to clause (h) of Section
7.2.8 in excess of $30,000,000) or Net Casualty Proceeds; provided that upon
written notice by the Company to the Administrative Agents not more than five Business Days
following receipt of any Net Disposition Proceeds or Net Casualty Proceeds (so long as no
Default has occurred and is continuing), such proceeds may be retained by the Company and
its Subsidiaries (and be excluded from the prepayment requirements of this clause) if
(i) the Company informs the Administrative Agents in such notice of its good faith intention
to apply (or cause one or more of the Subsidiary Guarantors to apply) such Net Disposition
Proceeds or Net Casualty Proceeds to the acquisition of other assets or properties or the
consummation of the restructuring of other assets or properties of the Company and/or its
Subsidiaries; provided that such acquired assets or properties are owned by the
Company or a Subsidiary, the Capital Securities of which has been pledged to the Collateral
Agent for the benefit of the Secured Parties (and, with respect to such Capital Securities,
over which the Collateral Agent shall have a first priority perfected Lien) pursuant to the
terms hereof and the other Loan Documents, consistent with the businesses permitted to be
conducted pursuant to Section 7.2.1 (including by way of merger or Investment), and
(ii) within one year following the receipt of such Net Disposition Proceeds or within 180
days following receipt of such Net Casualty Proceeds, such proceeds are applied or committed
to such acquisition. The amount of such Net Disposition Proceeds or Net Casualty Proceeds
unused or uncommitted after such one year or 180 day period, as applicable, shall be applied
to prepay the Loans as set forth in Section 3.1.2. At any time after receipt of any
such Net Disposition Proceeds or Net Casualty Proceeds in excess of $5,000,000 but prior to
the application thereof to a mandatory prepayment or the acquisition of other assets or
properties as described above, upon the request by the Administrative Agents to the Company,
the Company shall deposit an amount equal to such Net Disposition Proceeds into a cash
collateral account maintained with (and subject to documentation reasonably satisfactory to)
the Collateral Agent for the benefit of the Secured Parties (and over which the Collateral
Agent shall have a first priority perfected Lien) pending application as a prepayment or to
be released as requested by the Company in respect of such acquisition. Amounts deposited
in such cash collateral account shall be invested in Cash Equivalent Investments, as
directed by the Company. Notwithstanding the foregoing, in the event that the application
of Net Disposition Proceeds or Net Casualty Proceeds by any Foreign Subsidiary to repay the
Loans as required by this clause would result in a materially increased Tax liability for
the Company (as reasonably determined by the Company in consultation with the Administrative
Agents), such Foreign Subsidiary shall not be required to apply such Net Disposition
Proceeds or such Net Casualty Proceeds to prepay the Loans.




(g) Within five Business Days receipt of any Net Disposition Proceeds resulting from
Specified Dispositions made pursuant to clause (f) of Section 7.2.8 by the
Company or any Subsidiary, the Company shall deliver to the Administrative Agents a
calculation of the amount of such proceeds and the Company shall make, or cause to be made,
a mandatory prepayment of the Loans in an amount equal to 100% of such Net Disposition
Proceeds; provided that, upon written notice by the Company to the Administrative
Agents not more than five Business Days following receipt of any Net Disposition Proceeds
(so long as no Default has occurred and is continuing), such proceeds may (subject to the
proviso at the end of clause (ii) below) be retained by the Company and its
Subsidiaries (and be excluded from the prepayment requirements of this clause) if (i) the
Company informs the Administrative Agents in such notice of its good faith intention to
apply (or cause one or more of the Subsidiary Guarantors to apply) such Net Disposition
Proceeds to the acquisition of other assets or properties (including the acquisition of
other assets or properties or the consummation of the restructuring of other assets or
properties of the Company and/or its Subsidiaries); provided that such acquired
assets or properties are owned by the Company or a Subsidiary, the Capital Securities of
which has been pledged to the Collateral Agent for the benefit of the Secured Parties (and,
with respect to such Capital Securities, over which the Collateral Agent shall have a first
priority perfected Lien) pursuant to the terms hereof and the other Loan Documents,
consistent with the businesses permitted to be conducted pursuant to Section 7.2.1
(including by way of merger or Investment), and (ii) within one year following the receipt
of such Net Disposition Proceeds, such proceeds are applied or committed to such
acquisition; provided further that, notwithstanding the foregoing, to the
extent such proceeds received by the Company and its Subsidiaries, together with proceeds
received from all other Specified Dispositions, exceed $150,000,000, the Company shall be
required to make, or cause to be made, a mandatory prepayment of the Loans in an amount
equal to the product of (A) any Net Disposition Proceeds of the foregoing received by the
Company and its Subsidiaries multiplied by (B) the applicable Proceeds Reduction Percentage,
and the Company and its Subsidiaries shall only be permitted to reinvest any remaining Net
Disposition Proceeds after giving effect to such required prepayment. The amount of such
Net Disposition Proceeds unused or uncommitted after such one year period shall be applied
to prepay the Loans as set forth in Section 3.1.2. At any time after receipt of any
such Net Disposition Proceeds in excess of $5,000,000 but prior to the application thereof
to a mandatory prepayment or the acquisition of other assets or properties as described
above, upon the request by the Administrative Agents to the Company, the Company shall
deposit an amount equal to such Net Disposition Proceeds into a cash collateral account
maintained with (and subject to documentation reasonably satisfactory to) the Collateral
Agent for the benefit of the Secured Parties (and over which the Collateral Agent shall have
a first priority perfected Lien) pending application as a prepayment or to be released as
requested by the Company in respect of such acquisition. Amounts deposited in such cash
collateral account shall be invested in Cash Equivalent Investments, as directed by the
Company. Notwithstanding the foregoing, in the event that the application of Net
Disposition Proceeds by any Foreign Subsidiary to repay the Loans as required by this clause
would result in a materially increased Tax liability for the Company (as reasonably
determined by the Company in consultation with the Administrative Agents), such Foreign
Subsidiary shall not be required to apply such Net Disposition Proceeds to prepay the Loans.




(h) Within 100 days after the close of each Fiscal Year, the Company shall make, or
cause to be made, a mandatory prepayment of the Loans in an amount equal to the product of
(i) Excess Cash Flow (if any) for such Fiscal Year multiplied by (ii) the applicable
Proceeds Reduction Percentage, to be applied as set forth in Section 3.1.2.




(i) Immediately upon any acceleration of the Stated Maturity Date of any Loans pursuant
to Section 8.2 or Section 8.3, the Borrowers shall repay all the Loans,
unless, pursuant to Section 8.3, only a portion of all the Loans is so accelerated
(in which case the portion so accelerated shall be so repaid).



Subject to the payment of any applicable prepayment premium set forth in Section 3.1.3,
each prepayment of any Loans made pursuant to this Section shall be without premium or penalty,
except as may be required by Section 4.4.



Section 3.1.2 Application. Amounts prepaid pursuant to Section 3.1.1 shall be
applied as set forth in this Section.




(a) Subject to clause (b), each prepayment or repayment of the principal of the
Loans shall be applied, to the extent of such prepayment or repayment, first, to the
principal amount thereof being maintained as Base Rate Loans, and second, subject to
the terms of Section 4.4, to the principal amount thereof being maintained as LIBO
Rate Loans.




(b) Each prepayment of the Loans made pursuant to clauses (d), (e) and
(h) of Section 3.1.1 shall be applied (i) first,
pro rata to a mandatory prepayment of the outstanding principal amount of
all Term Loans (with the amount of such prepayment of the Term Loans being applied in
inverse order in accordance with the amount of each remaining Term Loan amortization
payment), and (ii) second, once all Term Loans have been repaid in full, to the
repayment of any outstanding Revolving Loans (without a corresponding reduction to the
Revolving Loan Commitment Amount); provided that, notwithstanding the foregoing,
with respect to the prepayment of the Loans required to be made pursuant to clause
(h) of Section 3.1.1 for the 2006 Fiscal Year, such prepayment may be applied to
the repayment of any outstanding Revolving Loans (without a corresponding reduction to the
Revolving Loan Commitment Amount).




(c) Each prepayment of the Loans made pursuant to clauses (f) and/or
(g) of Section 3.1.1 shall be made at the Company’s discretion to repay
either outstanding Revolving Loans up to an aggregate amount not to exceed $100,000,000 or
Term Loans. In the event that the Company elects to repay Term Loans, the proceeds shall be
applied (i) first, upon the offer to, and acceptance by, the Term Loan Lenders,
pro rata to a mandatory prepayment of the outstanding principal amount of
all Term Loans (with the amount of such prepayment of the Term Loans being applied in
inverse order in accordance with the amount of each remaining Term Loan amortization
payment) and (ii) second, subject to waiver of such mandatory prepayment of the Term
Loans by the Term Loan Lenders in accordance with clause (d) below, to the repayment
of any outstanding Revolving Loans (without a corresponding reduction to the Revolving Loan
Commitment Amount) or retained by the Company, at its discretion. The Company shall give
prior written notice to the Term Loan Administrative Agent of any mandatory prepayment made
in connection with this clause (including the date and an estimate of the aggregate amount
of such mandatory prepayment) at least five Business Days prior thereto; provided
that the failure to give such notice shall not relieve the Company of its obligations to
make such mandatory prepayments.




(d) So long as the Term Loan Administrative Agent has received prior written notice
from the Company of a mandatory prepayment that may be waived by the Term Loan Lenders
pursuant to the immediately preceding clause (c), the Term Loan Administrative Agent
shall provide notice of such mandatory prepayment to the Term Loan Lenders. Unless the Term
Loan Administrative Agent shall otherwise so provide, in the event a Term Loan Lender does
not notify the Term Loan Administrative Agent in writing of its waiver of the right to
receive:




(i) its pro rata share of such mandatory prepayment; and




(ii) its pro rata share (such pro rata share to
be based on the percentage obtained by dividing the principal amount of Term Loans
held immediately prior to such mandatory prepayment by such Term Loan Lender by the
aggregate principal amount of Term Loans held immediately prior to such mandatory
prepayments by the Term Loan Lenders that do not waive their right to receive a
portion of the mandatory prepayment described in this clause) of any portion (if
any) of such mandatory prepayment that may be waived by Term Loan Lenders




within two Business Days of the providing of such notice by the Term Loan Administrative
Agent, the Term Loan Administrative Agent may assume that such Term Loan Lender will receive
its applicable pro rata share of such mandatory prepayment and such portion
(if any) of such mandatory prepayment that has actually been waived by the Term Loan
Lenders. It is understood and agreed by the Company that, notwithstanding receipt by the
Term Loan Administrative Agent of any such mandatory prepayment, the Term Loans shall not be
deemed repaid, unless otherwise consented to by the Term Loan Administrative Agent, until
five Business Days have elapsed from the delivery to the Term Loan Administrative Agent of
the notice described in clause (c) of Section 3.1.2.



Section 3.1.3 Prepayment Premium. If (a) any amendment, supplement, amendment and
restatement or other modification of this Agreement is effected after the Amendment Effective Date
or (b) all (but not less than all) of the principal outstanding amount of the Term Loans is
voluntarily prepaid on or prior to the first anniversary of the Amendment Effective Date, in either
case, with the proceeds of a substantially concurrent issuance or incurrence of new syndicated
bank loans (which voluntary prepayment shall be deemed to have occurred even if a portion of the
Term Loans are replaced, converted or re-evidenced with, into or by such new loans), the effect of
which, in the case of either clause (a) or (b) above, is to decrease the Applicable
Margin then in effect with respect to the Term Loans, Borrowers shall pay the Term Loan
Administrative Agent, for the ratable benefit of the Term Loan Lenders, a prepayment premium in an
amount equal to 1% of the aggregate principal amount of the Term Loans then outstanding;
provided that (i) the Term Loans or new loans, as amended (in the case of clause
(a)), or prepaid, replaced, converted or re-evidenced (in the case of clause (b)), have
terms and conditions (other than pricing and the aggregate principal amount) substantially the same
as those of the Term Loans as in effect prior to the amendment, supplement, amendment and
restatement or other modification, prepayment, replacement, conversion or re-evidencing thereof and
(ii) such amendment, amendment, supplement, amendment and restatement or other modification,
prepayment, replacement, conversion or re-evidencing is not otherwise undertaken in connection with
another material transaction or series of transactions.



SECTION 3.2 Interest Provisions. Interest on the outstanding principal amount of the
Loans shall accrue and be payable in accordance with the terms set forth below.



Section 3.2.1 Rates. Subject to Section 2.3.2, pursuant to an appropriately
delivered Borrowing Request or Continuation/Conversion Notice, the Borrowers may elect that the
Loans comprising a Borrowing accrue interest at a rate per annum:




(a) on that portion maintained from time to time as a Base Rate Loan, equal to the sum
of the Alternate Base Rate from time to time in effect plus the Applicable Margin;
provided that Swing Line Loans made as Base Rate Loans shall always accrue interest
at the Alternate Base Rate plus the then effective Applicable Margin for Revolving
Loans maintained as Base Rate Loans;




(b) on that portion maintained from time to time as a Money Market Rate Loan, equal to
the applicable Quoted Rate then in effect for such Loan; and




(c) on that portion maintained as a LIBO Rate Loan, during each Interest Period
applicable thereto, equal to the sum of the LIBO Rate (Reserve Adjusted) or the LIBO
Alternate Rate, as the case may be, applicable to the Currency in which such Loans are
denominated for such Interest Period plus the Applicable Margin;



All LIBO Rate Loans shall bear interest from and including the first day of the applicable Interest
Period to (but not including) the last day of such Interest Period at the interest rate determined
as applicable to such LIBO Rate Loan.



Section 3.2.2 Post-Default Rates. After the date any Event of Default has occurred
and for so long as such Event of Default is continuing, each Borrower, as applicable, shall pay (in
the applicable Currency), but only to the extent permitted by law, interest (after as well as
before judgment) on all outstanding Obligations at a rate per annum equal to (a) in the case of
principal on any Loan, the rate of interest that otherwise would be applicable to such Loan
plus 2% per annum; and (b) in the case of overdue interest, fees, and other monetary
Obligations, the Alternate Base Rate from time to time in effect, plus the Applicable Margin for
Term Loans accruing interest at the Base Rate, plus a margin of 2% per annum.



Section 3.2.3 Payment Dates. Interest accrued on each Loan shall be payable, without
duplication:




(a) on the Stated Maturity Date therefor;




(b) on the date of any payment or prepayment, in whole or in part, of principal
outstanding on such Loan on the principal amount so paid or prepaid;




(c) with respect to Base Rate Loans, on each Quarterly Payment Date occurring after the
Closing Date;




(d) with respect to LIBO Rate Loans, on the last day of each applicable Interest Period
(and, if such Interest Period shall exceed three months, on the date occurring on each
three-month interval occurring after the first day of such Interest Period);




(e) with respect to any Base Rate Loans converted into LIBO Rate Loans on a day when
interest would not otherwise have been payable pursuant to clause (c), on the date
of such conversion; and




(f) with respect to any Money Market Rate Loan, at the end of each month; and




(g) on that portion of any Loans the Stated Maturity Date of which is accelerated
pursuant to Section 8.2 or Section 8.3, immediately upon such acceleration.



Interest accrued on Loans or other monetary Obligations after the date such amount is due and
payable (whether on the Stated Maturity Date, upon acceleration or otherwise) shall be payable upon
demand.



SECTION 3.3 Fees. The Company agrees to pay the fees set forth below. All such fees
shall be non-refundable.



Section 3.3.1 Commitment Fees. The Company agrees to pay to the Revolving Loan
Administrative Agent for the account of each Revolving Loan Lender, for the period (including any
portion thereof when any of its Commitments are suspended by reason of the Borrowers’ inability to
satisfy any condition of Article V) commencing on the Closing Date and continuing through
the Revolving Loan Commitment Termination Date, a commitment fee in an amount equal to the
Applicable Commitment Fee Margin, in each case on such Lender’s Revolving Loan Percentage of the
sum of the average daily unused portion of the Revolving Loan Commitment Amount (net of Letter of
Credit Outstandings). The making of Swing Line Loans shall not constitute usage of the Revolving
Loan Commitment with respect to the calculation of commitment fees to be paid by the Borrowers to
the Lenders. All commitment fees payable pursuant to this Section shall be calculated on a year
comprised of 360 days and payable by the Company in arrears on the Closing Date and thereafter on
each Quarterly Payment Date, commencing with the first Quarterly Payment Date following the Closing
Date, and on the Revolving Loan Commitment Termination Date.



Section 3.3.2 Administrative Agents’ Fee. The Borrowers agree to pay to each
Administrative Agent, for its own account, the fees in the amounts and on the dates set forth in
the Fee Letter.



Section 3.3.3 Letter of Credit Fees.




(a) The Borrowers agree to pay to the Revolving Loan Administrative Agent, for the
pro rata account of the applicable Issuer and each Revolving Loan Lender, a
Letter of Credit fee in a per annum amount equal to the then effective Applicable Margin for
Revolving Loans maintained as LIBO Rate Loans, multiplied by the Stated Amount of each such
Letter of Credit, such fees being payable quarterly in arrears on each Quarterly Payment
Date following the date of issuance of each Letter of Credit and on the Revolving Loan
Commitment Termination Date and such fee being paid in the currency in which the applicable
Letter of Credit was issued.




(b) The Borrowers agree to pay directly to each Issuer a fee in respect of each Letter
of Credit issued by it (a “Fronting Fee”), computed for each day at a rate per annum
equal to 0.125% of the Stated Amount of such Letter of Credit issued by such Issuer which is
outstanding on such day. Accrued Fronting Fees shall be due and payable on each Quarterly
Payment Date and on the Stated Maturity Date for Revolving Loans (to the extent such Letter
of Credit remains outstanding).



All Letter of Credit fees payable pursuant to this Section shall be calculated on a year comprised
of 360 days.



ARTICLE IV




CERTAIN LIBO RATE AND OTHER PROVISIONS




SECTION 4.1 LIBO Rate Lending Unlawful. If any Lender shall determine (which
determination shall, upon notice thereof to the Borrowers and the Administrative Agents, be
conclusive and binding on the Borrowers) that the introduction of or any change in or in the
interpretation of any law makes it unlawful, or any Governmental Authority asserts that it is
unlawful, for such Lender to make or continue any Loan as, or to convert any Loan into, a LIBO Rate
Loan, the obligations of such Lender to make, continue or convert any such LIBO Rate Loan shall,
upon such determination, forthwith be suspended until such Lender shall notify the Administrative
Agents that the circumstances causing such suspension no longer exist, and (a) all outstanding LIBO
Rate Loans denominated in Dollars payable to such Lender shall automatically convert into Base Rate
Loans at the end of the then current Interest Periods with respect thereto or sooner, if required
by such law or assertion , and (b) all LIBO Rate Loans denominated in any Alternate Currency shall
automatically become due and payable at the end of the then current Interest Periods with respect
thereto or sooner, if required by applicable law.



SECTION 4.2 Deposits Unavailable. If either of the Administrative Agents shall have
determined that:




(a) Dollar deposits in the relevant amount and for the relevant Interest Period are not
available to it in its relevant market; or




(b) by reason of circumstances affecting it’s relevant market, adequate means do not
exist for ascertaining the interest rate applicable hereunder to LIBO Rate Loans denominated
in any Currency;



then, upon notice from such Administrative Agent to the Borrowers and the Lenders, the obligations
of all Lenders under Section 2.3 and Section 2.4 to make or continue any Loans as,
or to convert any Loans into, LIBO Rate Loans denominated in such Currency shall forthwith be
suspended until such Administrative Agent shall notify the Borrowers and the Lenders that the
circumstances causing such suspension no longer exist.



SECTION 4.3 Increased LIBO Rate Loan Costs, etc. The Borrowers agree to reimburse
each Lender and Issuer for any increase in the cost to such Lender or Issuer of, or any reduction
in the amount of any sum receivable by such Secured Party in respect of, such Secured Party’s
Commitments and the making of Credit Extensions hereunder (including the making, continuing or
maintaining (or of its obligation to make or continue) any Loans as, or of converting (or of its
obligation to convert) any Loans into, LIBO Rate Loans) that arise in connection with any change
in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in
after the Closing Date of, any law or regulation, directive, guideline, decision or request
(whether or not having the force of law) of any Governmental Authority, except for such changes
with respect to increased capital costs and Taxes which are governed by Sections 4.5 and
4.6, respectively. Each affected Secured Party shall promptly notify the applicable
Administrative Agent and the Borrowers in writing of the occurrence of any such event, stating the
reasons therefor and the additional amount required fully to compensate such Secured Party for such
increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers
directly to such Secured Party within five Business Days of its receipt of such notice, and such
notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers.



SECTION 4.4 Funding Losses. In the event any Lender shall incur any loss or expense
(including any loss or expense incurred by reason of the liquidation or reemployment of deposits or
other funds acquired by such Lender to make any Swing Line Loan as a Money Market Rate Loan or to
make or continue any portion of the principal amount of any Loan as, or to convert any portion of
the principal amount of any Loan into, a LIBO Rate Loan) as a result of




(a) any (i) conversion or repayment or prepayment of the principal amount of any LIBO
Rate Loan on a date other than the scheduled last day of the Interest Period applicable
thereto, or (ii) repayment or prepayment of any Money Market Rate Loan on a date other than
the applicable maturity date thereof, in each case whether pursuant to Article III
or otherwise;




(b) any Loans not being made as LIBO Rate Loans or Money Market Rate Loans in
accordance with the Borrowing Request therefor; or




(c) any Loans not being continued as, or converted into, LIBO Rate Loans in accordance
with the Continuation/Conversion Notice therefor;



then, upon the written notice of such Lender to the Borrowers, the Borrowers shall, within five
Business Days of its receipt thereof, pay directly to such Lender such amount as will (in the
reasonable determination of such Lender) reimburse such Lender for such loss or expense. Such
written notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers.



SECTION 4.5 Increased Capital Costs. If any change in, or the introduction, adoption,
effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive,
guideline, decision or request (whether or not having the force of law) of any Governmental
Authority affects or would affect the amount of capital required or expected to be maintained by
any Secured Party or any Person controlling such Secured Party, and such Secured Party determines
(in good faith but in its sole and absolute discretion) that the rate of return on its or such
controlling Person’s capital as a consequence of the Commitments or the Credit Extensions made, or
the Letters of Credit participated in, by such Secured Party is reduced to a level below that which
such Secured Party or such controlling Person could have achieved but for the occurrence of any
such circumstance, then upon notice from time to time by such Secured Party to the Borrowers, the
Borrowers shall within five Business Days following receipt of such notice pay directly to such
Secured Party additional amounts sufficient to compensate such Secured Party or such controlling
Person for such reduction in rate of return. A statement of such Secured Party as to any such
additional amount or amounts shall, in the absence of manifest error, be conclusive and binding on
the Borrowers. In determining such amount, such Secured Party may use any method of averaging and
attribution that it (in its sole and absolute discretion) shall deem applicable.



SECTION 4.6 Taxes. The Company covenants and agrees as follows with respect to Taxes.




(a) Any and all payments by the Borrowers under each Loan Document shall be made
without setoff, counterclaim or other defense, and free and clear of, and without deduction
or withholding for or on account of, any Taxes. In the event that any Taxes are imposed and
required to be deducted or withheld from any payment required to be made by any Obligor to
or on behalf of any Secured Party under any Loan Document, then:




(i) subject to clause (f), if such Taxes are Non-Excluded Taxes, the
amount of such payment shall be increased as may be necessary so that such payment
is made, after withholding or deduction for or on account of such Taxes, in an
amount that is not less than the amount provided for in such Loan Document; and




(ii) the Borrowers shall withhold the full amount of such Taxes from such
payment (as increased pursuant to clause (a)(i) of this Section) and shall
pay such amount to the Governmental Authority imposing such Taxes in accordance with
applicable law.




(b) In addition, the Borrowers shall pay all Other Taxes imposed to the relevant
Governmental Authority imposing such Other Taxes in accordance with applicable law.




(c) As promptly as practicable after the payment of any Taxes or Other Taxes, and in
any event within 45 days of any such payment being due, the Borrowers shall furnish to the
Administrative Agents a copy of an official receipt (or a certified copy thereof) evidencing
the payment of such Taxes or Other Taxes. The Administrative Agents shall make copies
thereof available to any Lender upon request therefor.




(d) Subject to clause (f), the Company, shall indemnify each Secured Party for
any Non-Excluded Taxes and Other Taxes levied, imposed or assessed on (and whether or not
paid directly by) such Secured Party whether or not such Non-Excluded Taxes or Other Taxes
are correctly or legally asserted by the relevant Governmental Authority. Promptly upon
having knowledge that any such Non-Excluded Taxes or Other Taxes have been levied, imposed
or assessed, and promptly upon notice thereof by any Secured Party, the Company shall pay
such Non-Excluded Taxes or Other Taxes directly to the relevant Governmental Authority
(provided that no Secured Party shall be under any obligation to provide any such
notice to the Company). In addition, the Company shall indemnify each Secured Party for
any incremental Taxes that may become payable by such Secured Party as a result of any
failure of the Borrowers to pay any Taxes when due to the appropriate Governmental Authority
or to deliver to the Administrative Agents, pursuant to clause (c), documentation
evidencing the payment of Taxes or Other Taxes. With respect to indemnification for
Non-Excluded Taxes and Other Taxes actually paid by any Secured Party or the indemnification
provided in the immediately preceding sentence, such indemnification shall be made within 30
days after the date such Secured Party makes written demand therefor. The Borrowers
acknowledge that any payment made to any Secured Party or to any Governmental Authority in
respect of the indemnification obligations of the Borrowers provided in this
clause (d) shall constitute a payment in respect of which the provisions of
clause (a) and this clause shall apply.




(e) Each Non-U.S. Lender, on or prior to the date on which such Non-U.S. Lender becomes
a Lender hereunder (and from time to time thereafter upon the request of the Borrowers or
the Administrative Agents, but only for so long as such non-U.S. Lender is legally entitled
to do so), shall deliver to the Company and the applicable Administrative Agent, either
(i) two duly completed copies of either (x) Internal Revenue Service Form W-8BEN claiming
eligibility of the Non-U.S. Lender for benefits of an income tax treaty to which the United
States is a party or (y) Internal Revenue Service Form W-8ECI, or in either case an
applicable successor form; or (ii) in the case of a Non-U.S. Lender that is not legally
entitled to deliver either form listed in clause (e)(i), (x) a certificate to the
effect that such Non-U.S. Lender is not (A) a “bank” within the meaning of
Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of any Borrower within the
meaning of Section 881(c)(3)(B) of the Code, or (C) a controlled foreign corporation
receiving interest from a related person within the meaning of Section 881(c)(3)(C) of the
Code (referred to as an “Exemption Certificate”) and (y) two duly completed copies
of Internal Revenue Service Form W-8BEN or applicable successor form.




(f) No Borrower shall be obligated to pay any additional amounts to any Lender pursuant
to clause (a)(i), or to indemnify any Lender pursuant to clause (d), in
respect of United States federal withholding taxes to the extent imposed as a result of
(i) the failure of such Lender to deliver to the Borrowers the form or forms and/or an
Exemption Certificate, as applicable to such Lender, pursuant to clause (e),
(ii) such form or forms and/or Exemption Certificate not establishing a complete exemption
from U.S. federal withholding tax or the information or certifications made therein by the
Lender being untrue or inaccurate on the date delivered in any material respect, or
(iii) the Lender designating a successor lending office at which it maintains its Loans
which has the effect of causing such Lender to become obligated for tax payments in excess
of those in effect immediately prior to such designation; provided that the
Borrowers shall be obligated to pay additional amounts to any such Lender pursuant to
clause (a)(i), and to indemnify any such Lender pursuant to clause (d), in
respect of United States federal withholding taxes if (i) any such failure to deliver a form
or forms or an Exemption Certificate or the failure of such form or forms or Exemption
Certificate to establish a complete exemption from U.S. federal withholding tax or
inaccuracy or untruth contained therein resulted from a change in any applicable statute,
treaty, regulation or other applicable law or any interpretation of any of the foregoing
occurring after the Closing Date, which change rendered such Lender no longer legally
entitled to deliver such form or forms or Exemption Certificate or otherwise ineligible for
a complete exemption from U.S. federal withholding tax, or rendered the information or
certifications made in such form or forms or Exemption Certificate untrue or inaccurate in a
material respect, (ii) the redesignation of the Lender’s lending office was made at the
request of the Borrowers or (iii) the obligation to pay any additional amounts to any such
Lender pursuant to clause (a)(i) or to indemnify any such Lender pursuant to
clause (d) is with respect to an Assignee Lender that becomes an Assignee Lender as
a result of an assignment made at the request of the Borrowers.



SECTION 4.7 Payments, Computations; Proceeds of Collateral, etc.




(a) Unless otherwise expressly provided in a Loan Document, all payments by the
Borrowers pursuant to each Loan Document shall be made by the Borrowers to the applicable
Administrative Agent for the pro rata account of the Secured Parties
entitled to receive such payment. All payments shall be made without setoff, deduction or
counterclaim not later than 12:00 noon on the date due in same day or immediately available
funds, in the applicable Currency, to such account as such Administrative Agent shall
specify from time to time by notice to the Borrowers. Funds received after that time shall,
in the sole discretion of the applicable Administrative Agent, be deemed to have been
received by such Administrative Agent on the next succeeding Business Day. Each
Administrative Agent shall promptly remit in same day funds to each Secured Party its share,
if any, of such payments received by such Administrative Agent for the account of such
Secured Party. All interest (including interest on LIBO Rate Loans) and fees shall be
computed on the basis of the actual number of days (including the first day but excluding
the last day) occurring during the period for which such interest or fee is payable over a
year comprised of 360 days (or, in the case of interest on a Base Rate Loan (calculated at
other than the Federal Funds Rate), 365 days or, if appropriate, 366 days); provided
that to the extent the current market practice is to compute interest and/or fees in respect
of any Alternate Currency or any Loan denominated in any Alternate Currency in a manner
other than as set forth above, all interest and fees hereunder shall be computed on the
basis of such market practice, as certified to the Borrowers by the applicable
Administrative Agent. Payments due on other than a Business Day shall (except as otherwise
required by clause (c) of the definition of “Interest Period”) be made on the next
succeeding Business Day and such extension of time shall be included in computing interest
and fees in connection with that payment.




(b) All amounts received as a result of the exercise of remedies under the Loan
Documents (including from the proceeds received by the Collateral Agent in respect of any
sale of, collection from or other realization upon, all or any part of the collateral
securing the Obligations, which proceeds shall be paid over to the Administrative Agents) or
under applicable law shall be applied upon receipt by either Administrative Agent to the
Obligations as follows:




(i) first, ratably to the payment of all Obligations owing to the
Agents, in their capacity as Agents (including the fees and expenses of counsel to
the Agents),




(ii) second, after payment in full in cash of the amounts specified in
clause (b)(i), to the ratable payment of all interest (including interest accruing
after the commencement of a proceeding in bankruptcy, insolvency or similar law,
whether or not permitted as a claim under such law) and fees owing under the Loan
Documents, and all costs and expenses owing to the Secured Parties pursuant to the
terms of the Loan Documents, until paid in full in cash,




(iii) third, after payment in full in cash of the amounts specified in
clauses (b)(i) and (b)(ii), to the ratable payment of the principal
amount of the Loans then outstanding, the aggregate Reimbursement Obligations then
owing, the Cash Collateralization for contingent liabilities under Letter of Credit
Outstandings and credit exposure owing to Secured Parties under Rate Protection
Agreements,




(iv) fourth, after payment in full in cash of the amounts specified in
clauses (b)(i) through (b)(iii), to the ratable payment of all other
Obligations owing to the Secured Parties, and




(v) fifth, after payment in full in cash of the amounts specified in
clauses (b)(i) through (b)(iv), and following the Termination Date,
to each applicable Obligor or any other Person lawfully entitled to receive such
surplus.



For purposes of clause (b)(iii), the “credit exposure” at any time of any Secured Party
with respect to a Rate Protection Agreement to which such Secured Party is a party shall be
determined at such time in accordance with the customary methods of calculating credit exposure
under similar arrangements by the counterparty to such arrangements, taking into account potential
interest rate (or, if applicable, currency) movements and the respective termination provisions and
notional principal amount and term of such Rate Protection Agreement.



SECTION 4.8 Sharing of Payments. If any Secured Party shall obtain any payment or
other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account
of any Credit Extension or Reimbursement Obligation (other than pursuant to the terms of
Sections 4.3, 4.4, 4.5 or 4.6) in excess of its pro
rata share of payments obtained by all Secured Parties, such Secured Party shall purchase
from the other Secured Parties such participations in Credit Extensions made by them as shall be
necessary to cause such purchasing Secured Party to share the excess payment or other recovery
ratably (to the extent such other Secured Parties were entitled to receive a portion of such
payment or recovery) with each of them; provided that if all or any portion of the excess
payment or other recovery is thereafter recovered from such purchasing Secured Party, the purchase
shall be rescinded and each Secured Party which has sold a participation to the purchasing Secured
Party shall repay to the purchasing Secured Party the purchase price to the ratable extent of such
recovery together with an amount equal to such selling Secured Party’s ratable share (according to
the proportion of (a) the amount of such selling Secured Party’s required repayment to the
purchasing Secured Party to (b) total amount so recovered from the purchasing Secured
Party) of any interest or other amount paid or payable by the purchasing Secured Party in respect
of the total amount so recovered. The Borrowers agree that any Secured Party purchasing a
participation from another Secured Party pursuant to this Section may, to the fullest extent
permitted by law, exercise all its rights of payment (including pursuant to Section 4.9)
with respect to such participation as fully as if such Secured Party were the direct creditor of
the Borrowers in the amount of such participation. If under any applicable bankruptcy, insolvency
or other similar law any Secured Party receives a secured claim in lieu of a setoff to which this
Section applies, such Secured Party shall, to the extent practicable, exercise its rights in
respect of such secured claim in a manner consistent with the rights of the Secured Parties
entitled under this Section to share in the benefits of any recovery on such secured claim.



SECTION 4.9 Setoff. Each Secured Party shall, upon the occurrence and during the
continuance of any Default described in Section 8.1.1 or clauses (a) through
(d) of Section 8.1.9 or, with the consent of the Required Lenders, upon the
occurrence and during the continuance of any other Event of Default, have the right to appropriate
and apply to the payment of the Obligations (whether or not then due), and (as security for such
Obligations) each Borrower hereby grants to each Secured Party a continuing security interest in,
any and all balances, credits, deposits, accounts or moneys of such Borrower then or thereafter
maintained with such Secured Party; provided that any such appropriation and application
shall be subject to the provisions of Section 4.8. Each Secured Party agrees promptly to
notify the Borrowers and the Administrative Agents after any such appropriation and application
made by such Secured Party; provided that the failure to give such notice shall not affect
the validity of such setoff and application. The rights of each Secured Party under this Section
are in addition to other rights and remedies (including other rights of setoff under applicable law
or otherwise) which such Secured Party may have.



SECTION 4.10 Removal of Lenders. If any Lender (an “Affected Lender”) (a)
fails to consent to an election, consent, amendment, waiver or other modification to this Agreement
or other Loan Document that requires the consent of a greater percentage of the Lenders than the
Required Lenders and such election, consent, amendment, waiver or other modification is otherwise
consented to by the Required Lenders or (b) makes a demand upon the Company for (or if the Company
is otherwise required to pay) amounts pursuant to Section 4.3, 4.5 or 4.6
(and the payment of such amounts are, and are likely to continue to be, more onerous in the
reasonable judgment of the Company than with respect to the other Lenders), or gives notice
pursuant to Section 4.1 requiring a conversion of such Affected Lender’s LIBO Rate Loans to
Base Rate Loans or suspending such Lender’s obligation to make Loans as, or to convert Loans into,
LIBO Rate Loans, the Company may, within 30 days of receipt by the Company of such demand or
notice, as the case may be, give notice (a “Replacement Notice”) in writing to the
applicable Administrative Agent and such Affected Lender of its intention to cause such Affected
Lender to sell all or any portion of its Loans, Commitments, Notes and/or Synthetic Deposit to
another financial institution or other Person (a “Replacement Lender”) designated in such
Replacement Notice; provided that no Replacement Notice may be given by the Company if (i)
such replacement conflicts with any applicable law or regulation, (ii) any Event of Default shall
have occurred and be continuing at the time of such replacement or (iii) prior to any such
replacement, such Lender shall have taken any necessary action under Section 4.5 or
4.6 (if applicable) so as to eliminate the continued need for payment of amounts owing
pursuant to Section 4.5 or 4.6. If the applicable Administrative Agent shall, in
the exercise of its reasonable discretion and within 30 days of its receipt of such Replacement
Notice, notify the Company and such Affected Lender in writing that the Replacement Lender is
satisfactory to the applicable Administrative Agent (such consent not being required where the
Replacement Lender is already a Lender), then such Affected Lender shall, subject to the payment of
any amounts due pursuant to Section 4.4, assign, in accordance with Section 10.11,
the portion of its Commitments, Loans, Notes (if any), Synthetic Deposits and other rights and
obligations under this Agreement and all other Loan Documents (including Reimbursement Obligations,
if applicable) designated in the replacement notice to such Replacement Lender; provided
that (i) such assignment shall be without recourse, representation or warranty and shall be on
terms and conditions reasonably satisfactory to such Affected Lender and such Replacement Lender,
(ii) the purchase price paid by such Replacement Lender shall be in the amount of such Affected
Lender’s Loans designated in the Replacement Notice, Synthetic Deposits and/or its Percentage of
outstanding Reimbursement Obligations, as applicable, together with all accrued and unpaid interest
and fees in respect thereof, plus all other amounts (including the amounts demanded and
unreimbursed under Sections 4.3, 4.5 and 4.6), owing to such Affected
Lender hereunder and (iii) the Company shall pay to the Affected Lender and the applicable
Administrative Agent all reasonable out-of-pocket expenses incurred by the Affected Lender and such
Administrative Agent in connection with such assignment and assumption (including the processing
fees described in Section 10.11). Upon the effective date of an assignment described
above, the Replacement Lender shall become a “Lender” for all purposes under the Loan Documents.
Each Lender hereby grants to each Administrative Agent an irrevocable power of attorney (which
power is coupled with an interest) to execute and deliver, on behalf of such Lender as assignor,
any assignment agreement necessary to effectuate any assignment of such Lender’s interests
hereunder in the circumstances contemplated by this Section.



SECTION 4.11 Guaranty by the Company. The Company acknowledges and agrees that,
whether or not specifically indicated as such in a Loan Document, all Designated Borrower
Obligations shall be joint and several Obligations of the Company, and in furtherance of such joint
and several Obligations, the Company hereby irrevocably guarantees the payment of all Designated
Borrower Obligations of each Designated Borrower as set forth below.



Section 4.11.1 Guaranty. The Company hereby absolutely, unconditionally and
irrevocably guarantees the full and punctual payment when due, whether at stated maturity, by
required prepayment, declaration, acceleration, demand or otherwise, of all Designated Borrower
Obligations. This guaranty constitutes a guaranty of payment when due and not of collection, and
the Company specifically agrees that it shall not be necessary or required that any Secured Party
exercise any right, assert any claim or demand or enforce any remedy whatsoever against any Obligor
or any other Person before or as a condition to the obligations of the Company hereunder.



Section 4.11.2 Guaranty Absolute, etc. The guaranty agreed to above shall in all
respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall
remain in full force and effect until the Termination Date. The Company guarantees that the
Designated Borrower Obligations will be paid strictly in accordance with the terms of each Loan
Document under which such Designated Borrower Obligations arise, 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 Secured Party with respect thereto. The liability of the Company under this Agreement shall
be joint and several, absolute, unconditional and irrevocable irrespective of: (a) any lack of
validity, legality or enforceability of any Loan Document; (b) the failure of any Secured Party to
assert any claim or demand or to enforce any right or remedy against any Obligor or any other
Person (including any other guarantor) under the provisions of any Loan Document or otherwise, or
to exercise any right or remedy against any other guarantor (including any Obligor) of, or
collateral securing, any Designated Borrower Obligations; (c) any change in the time, manner or
place of payment of, or in any other term of, all or any part of the Designated Borrower
Obligations, or any other extension, compromise or renewal of any Designated Borrower Obligation;
(d) any reduction, limitation, impairment or termination of any Designated Borrower Obligations for
any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall
not be subject to (and the Company hereby waives any right to or claim of) any defense (including
any defense under or in connection with any decree) or setoff, counterclaim, recoupment or
termination whatsoever by reason of the invalidity, illegality, irregularity, compromise,
unenforceability of, or any other event or occurrence affecting, any Designated Borrower
Obligations or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or
any consent to or departure from, any of the terms of any Loan Document; (f) any addition,
exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or
release or addition of, or consent to or departure from, any other guaranty held by any Secured
Party securing any of the Designated Borrower Obligations; or (g) any other circumstance which
might otherwise constitute a defense available to, or a legal or equitable discharge of, any
Obligor, any surety or any guarantor.



Section 4.11.3 Reinstatement, etc. The Company agrees that its guaranty shall
continue to be effective or be reinstated, as the case may be, if at any time any payment (in whole
or in part) of any of the Designated Borrower Obligations is rescinded or must otherwise be
restored by any Secured Party, upon the insolvency, bankruptcy or reorganization of any other
Designated Borrower, any other Obligor or otherwise, all as though such payment had not been made.



Section 4.11.4 Waiver, etc. The Company hereby waives promptness, diligence, notice
of acceptance and any other notice with respect to any of the Obligations and this Agreement and
any requirement that any Secured Party protect, secure, perfect or insure any Lien, or any property
subject thereto, or exhaust any right or take any action against any other Obligor or any other
Person (including any other guarantor) or entity or any collateral securing the Obligations, as the
case may be.



Section 4.11.5 Postponement of Subrogation, etc. Each Borrower agrees that it will
not exercise any rights which it may acquire by way of rights of subrogation under any Loan
Document to which it is a party, nor shall any Borrower seek or be entitled to seek any
contribution or reimbursement from any Obligor, in respect of any payment made hereunder, under any
other Loan Document or otherwise, until following the Termination Date. Any amount paid to any
Borrower on account of any such subrogation rights prior to the Termination Date shall be held in
trust for the benefit of the Secured Parties and shall immediately be paid and turned over to the
Collateral Agent for the benefit of the Secured Parties in the exact form received by such Borrower
(duly endorsed in favor of the Collateral Agent, if required), to be credited and applied against
the Obligations, whether matured or unmatured, in accordance with Section 4.7;
provided that (a) if any Borrower has made payment to the Secured Parties of all or any
part of the Obligations; and (b) the Termination Date has occurred; then at such Borrower’s
request, the Collateral Agent, (on behalf of the Secured Parties) will, at the expense of such
Borrower, execute and deliver to such Borrower appropriate documents (without recourse and without
representation or warranty) necessary to evidence the transfer by subrogation to such Borrower of
an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at
all times prior to the Termination Date each Borrower shall refrain from taking any action or
commencing any proceeding against any Obligor (or its successors or assigns, whether in connection
with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made
under any Loan Document to any Secured Party.



ARTICLE V




CONDITIONS TO EFFECTIVENESS AND CREDIT EXTENSION




SECTION 5.1 Effectiveness. The effectiveness of this amendment and restatement of the
Existing Credit Agreement shall be subject to the prior or concurrent satisfaction of each of the
conditions precedent set forth in this Section.



Section 5.1.1 Resolutions, etc. The Administrative Agents shall have received from
the Company (i) a copy of a good standing certificate, dated a date reasonably close to the
Amendment Effective Date, for the Company and (ii) a certificate, dated as of the Amendment
Effective Date with counterparts for each Lender, duly executed and delivered by the Company’s
Secretary or Assistant Secretary, managing member or general partner, as applicable, as to




(a) resolutions of the Company’s Board of Directors (or other managing body, in the
case of other than a corporation) then in full force and effect authorizing, to the extent
relevant, all aspects of the Transaction applicable to such Person and the execution,
delivery and performance of each Loan Document to be executed by such Person and the
transactions contemplated hereby and thereby;




(b) the incumbency and signatures of those of its officers, managing member or general
partner, as applicable, authorized to act with respect to each Loan Document to be executed
by such Person; and




(c) the full force and validity of each Organic Document of such Person (and copies of
all amendments thereof, if any, since the Closing Date);



upon which certificates each Secured Party may conclusively rely until it shall have received a
further certificate of the Secretary, Assistant Secretary, managing member or general partner, as
applicable, of any such Person canceling or amending the prior certificate of such Person.



Section 5.1.2 Amendment Effective Date Certificate. The Administrative Agents shall
have received the Amendment Effective Date Certificate, dated as of the Amendment Effective Date
and duly executed and delivered by an Authorized Officer of each Borrower, in which certificate
such Borrower shall agree and acknowledge that the statements made therein shall be deemed to be
true and correct representations and warranties of such Borrower in all material respects as of
such date, and, at the time each such certificate is delivered, such statements shall in fact be
true and correct in all material respects. All documents and agreements required to be appended to
the Amendment Effective Date Certificate shall be in form and substance satisfactory to the
Administrative Agents, shall have been executed and delivered by the requisite parties, and shall
be in full force and effect.



Section 5.1.3 Delivery of Notes. The Administrative Agents shall have received, for
the account of each Lender that has requested a Note, such Lender’s Notes duly executed and
delivered by an Authorized Officer of the Borrowers.



Section 5.1.4 Affirmation and Consent. The Administrative Agents shall have received
the Affirmation and Consent, dated as of the Amendment Effective Date, duly authorized, executed,
acknowledged and delivered by each Subsidiary Guarantor.



Section 5.1.5 Financial Information, etc. The Administrative Agents shall have
received,




(a) the Company’s Form 10 K for the 2006 Fiscal Year; and




(b) the Company’s Form 10-Q for the Fiscal Quarter ending March 31, 2007.



Section 5.1.6 Compliance Certificate. The Administrative Agents shall have received a
Compliance Certificate for the Fiscal Quarter ending March 31, 2007, demonstrating the Company’s
compliance with the financial covenants set forth in Section 7.2.4, duly executed (and with
all schedules thereto duly completed) and delivered by the chief financial or accounting Authorized
Officer of the Company.



Section 5.1.7 Solvency. The Administrative Agents shall have received a solvency
certificate, dated as of the Amendment Effective Date and duly executed and delivered by the chief
financial or accounting Authorized Officer of the Company, in form and substance satisfactory to
the Administrative Agents, certifying that after giving pro forma effect to the
Transaction the Company and its Subsidiaries are Solvent.



Section 5.1.8 Opinions of Counsel. The Administrative Agents shall have received
opinions, each dated the Closing Date and addressed to the Agents and all Lenders, from Baker
Hostetler, Ohio, Delaware and New York counsel to the Obligors, in form and substance reasonably
satisfactory to the Administrative Agents.



Section 5.1.9 Closing Fees, Expenses, etc. The Administrative Agents shall have
received for their own account, or for the account of each other Person entitled thereto, as the
case may be, all fees, costs and expenses due and payable pursuant to Sections 3.3 and, if
then invoiced, 10.3.



SECTION 5.2 All Credit Extensions. The obligation of each Lender and each Issuer to
make any Credit Extension shall be subject to the satisfaction of each of the conditions precedent
set forth below.



Section 5.2.1 Compliance with Warranties, No Default, etc. Both before and after
giving effect to any Credit Extension (but, if any Default of the nature referred to in
Section 8.1.5 shall have occurred with respect to any other Indebtedness, without giving
effect to the application, directly or indirectly, of the proceeds thereof) the following
statements shall be true and correct:




(a) the representations and warranties set forth in each Loan Document shall, in each
case, be true and correct in all material respects with the same effect as if then made
(unless stated to relate solely to an earlier date, in which case such representations and
warranties shall be true and correct in all material respects as of such earlier date); and




(b) no Default shall have then occurred and be continuing.



Section 5.2.2 Credit Extension Request, etc. Subject to Section 2.3.2, the
Administrative Agents shall have received a Borrowing Request if Loans are being requested, or an
Issuance Request if a Letter of Credit is being requested or extended. Each of the delivery of a
Borrowing Request or Issuance Request and the acceptance by the Borrowers of the proceeds of such
Credit Extension shall constitute a representation and warranty by the Borrowers that on the date
of such Credit Extension (both immediately before and after giving effect to such Credit Extension
and the application of the proceeds thereof) the statements made in Section 5.2.1 are true
and correct in all material respects.



Section 5.2.3 Satisfactory Legal Form. All documents executed or submitted pursuant
hereto by or on behalf of any Obligor shall be reasonably satisfactory in form and substance to the
Administrative Agents and their counsel, and the Administrative Agents and their counsel shall have
received all information, approvals, opinions, documents or instruments as the Administrative
Agents or its counsel may reasonably request.



ARTICLE VI




REPRESENTATIONS AND WARRANTIES




In order to induce the Secured Parties to enter into this Agreement and to make Credit
Extensions hereunder, each Borrower represents and warrants to each Secured Party on the Closing
Date and on each other date required pursuant to the Loan Documents as set forth in this Article.



SECTION 6.1 Organization, etc. Each Obligor is validly organized and existing and in
good standing under the laws of the state or jurisdiction of its incorporation or organization, is
duly qualified to do business and is in good standing as a foreign entity in each jurisdiction
where the nature of its business requires such qualification (unless the failure to be in good
standing and/or so qualified could not reasonably be expected to have a Material Adverse Effect),
and has full power and authority and holds all requisite governmental licenses, permits and other
approvals to enter into and perform its Obligations under each Loan Document to which it is a
party, to own and hold under lease its property and to conduct its business substantially as
currently conducted by it.



SECTION 6.2 Due Authorization, Non-Contravention, etc. The execution, delivery and
performance by each Obligor of each Loan Document executed or to be executed by it, each Obligor’s
participation in the consummation of all aspects of the Transaction, and the execution, delivery
and performance by any Borrower or (if applicable) any Obligor of the agreements executed and
delivered by it in connection with the Transaction are in each case within such Person’s powers,
have been duly authorized by all necessary action, and do not




(a) contravene any (i) Obligor’s Organic Documents, (ii) court decree or order binding
on or affecting any Obligor or (iii) law or governmental regulation binding on or affecting
any Obligor; or




(b) result in (i) or require the creation or imposition of, any Lien on any Obligor’s
properties (except as permitted by this Agreement) or (ii) a default under any contractual
restriction binding on or affecting any Obligor.



SECTION 6.3 Government Approval, Regulation, etc. No authorization or approval or
other action by, and no notice to or filing with, any Governmental Authority or other Person (other
than those that have been, or on the Amendment Effective Date will be, duly obtained or made and
which are, or on the Amendment Effective Date will be, in full force and effect) is required for
the consummation of the Transaction or the due execution, delivery or performance by any Obligor of
any Loan Document to which it is a party. Neither the Company nor any of its Subsidiaries is an
“investment company” within the meaning of the Investment Company Act of 1940, as amended.



SECTION 6.4 Validity, etc. Each Loan Document to which any Obligor is a party
constitutes the legal, valid and binding obligations of such Obligor, enforceable against such
Obligor in accordance with their respective terms (except, in any case, as such enforceability may
be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting
creditors’ rights generally and by principles of equity).



SECTION 6.5 Financial Information. The financial statements of the Company and its
Subsidiaries furnished to the Administrative Agents and each Lender pursuant to Section 5.1.6
 of the Existing Credit Agreement have been prepared in accordance with GAAP consistently
applied, and present fairly the consolidated financial condition of the Persons covered thereby as
at the dates thereof and the results of their operations for the periods then ended. All balance
sheets, all statements of income and of cash flow and all other financial information of each of
the Company and its Subsidiaries furnished pursuant to Section 7.1.1 have been and will for
periods following the Closing Date be prepared in accordance with GAAP consistently applied, and do
or will present fairly the consolidated financial condition of the Persons covered thereby as at
the dates thereof and the results of their operations for the periods then ended; provided
that unaudited financial statements of the Company and its Subsidiaries have been prepared without
footnotes, without reliance on any physical inventory and are subject to year-end adjustments.



SECTION 6.6 No Material Adverse Change. There has been no material adverse change in
the financial condition, results of operations, assets, business, properties of the Company and its
Subsidiaries, taken as a whole, since December 31, 2006.



SECTION 6.7 Litigation, Labor Controversies, etc. There is no pending or, to the
knowledge of the Company or any of its Subsidiaries, threatened litigation, action, proceeding,
labor controversy or investigation:




(a) except as disclosed in Item 6.7 of the Disclosure Schedule, affecting the
Company any of its Subsidiaries or any other Obligor, or any of their respective properties,
businesses, assets or revenues, which could reasonably be expected to have a Material
Adverse Effect, and no adverse development has occurred in any labor controversy,
litigation, arbitration or governmental investigation or proceeding disclosed in
Item 6.7; or




(b) which purports to affect the legality, validity or enforceability of any Loan
Document or the Transaction.



SECTION 6.8 Subsidiaries. The Company has no Subsidiaries, except those Subsidiaries
which are identified in Item 6.8 of the Disclosure Schedule, or which are permitted to have
been organized or acquired in accordance with Sections 7.2.5 or 7.2.7.



SECTION 6.9 Ownership of Properties. The Company and each of its Subsidiaries owns
(a) in the case of owned real property, good and marketable fee title to, and (b) in the case of
owned personal property, good and valid title to, or, in the case of leased real or personal
property, valid and enforceable leasehold interests (as the case may be) in, all of its properties
and assets, tangible and intangible, of any nature whatsoever, free and clear in each case of all
Liens or claims, except for Liens permitted pursuant to Section 7.2.3.



SECTION 6.10 Taxes; Other Laws.




(a) The Company and each of its Subsidiaries has filed all tax returns and reports
required by law to have been filed by it and has paid all Taxes thereby shown to be due and
owing, except any such Taxes which are being diligently contested in good faith by
appropriate proceedings and for which adequate reserves in accordance with GAAP shall have
been set aside on its books, except where a failure to so file and/or pay could not
reasonably be expected to have a Material Adverse Effect.




(b) If a Borrowing is repaid in the same country in which such Borrowing is made, there
is no income, stamp or other tax of any country, or any taxing authority thereof or therein,
in the nature of withholding or otherwise, which is imposed on any payment to be made by any
Borrower pursuant hereto, or is imposed on or by virtue of the execution, delivery,
performance or enforcement of the Obligations.




(c) Each Obligor is in compliance in all material respects with the requirements of all
applicable laws and all orders, writs, injunctions and decrees applicable to it or to its
properties (except for Environmental Laws which are the subject of Section 6.12),
except in such instances in which the failure to comply therewith, either individually or in
the aggregate, would not reasonably be expected to have a Material Adverse Effect.




(d) As of the date hereof, no Obligor is subject to any labor or collective bargaining
agreement. There are no existing or threatened strikes, lockouts or other labor disputes
involving any Obligor that singly or in the aggregate could reasonably be expected to have a
Material Adverse Effect. Hours worked by and payments made to employees of each Obligor are
not in violation of the Fair Labor Standards Act or any other applicable law, rule or
regulation dealing with such matters where such violation could reasonably be expected to
have a Material Adverse Effect.



SECTION 6.11 Pension and Welfare Plans. During the twelve-consecutive-month period
prior to the Closing Date and prior to the date of any Credit Extension hereunder, no steps have
been taken to terminate any Pension Plan, and no contribution failure has occurred with respect to
any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA. No condition
exists or event or transaction has occurred with respect to any Pension Plan which might result in
the incurrence by the Company or any member of the Controlled Group of any material liability, fine
or penalty. Except as disclosed in Item 6.11 of the Disclosure Schedule, neither the
Company nor any member of the Controlled Group has any contingent liability with respect to any
post-retirement benefit under a Welfare Plan that is subject to ERISA, other than liability for
continuation coverage described in Part 6 of Title I of ERISA.



SECTION 6.12 Environmental Warranties. Except as set forth in Item 6.12 of
the Disclosure Schedule:




(a) all facilities and property (including underlying groundwater) owned, operated or
leased by the Company or any of its Subsidiaries during the period from and after the date
five years prior to the Closing Date have been, and continue to be, owned, operated or
leased by the Company and its Subsidiaries in material compliance with all Environmental
Laws such that the failure to own, operate or lease such facility or property does not
result in a single liability in excess of $1,000,000 or $5,000,000 in the aggregate for all
such liabilities;




(b) there are no material pending or threatened (i) claims, complaints, notices or
requests for information received by the Company or any of its Subsidiaries with respect to
any alleged violation of any Environmental Law, or (ii) complaints, notices or inquiries to
the Company or any of its Subsidiaries regarding potential liability under any Environmental
Law;




(c) there have been no Releases of Hazardous Materials at, on or under any property now
or previously owned, operated or leased by the Company or any of its Subsidiaries that have,
or could reasonably be expected to have, a Material Adverse Effect;




(d) the Company and its Subsidiaries have been issued and are in material compliance
with all material permits, certificates, approvals, licenses and other authorizations
relating to environmental matters;




(e) no property now or, to the knowledge of the Company, previously owned, operated or
leased by the Company or any of its Subsidiaries is listed or, to the knowledge of the
Company, proposed for listing (with respect to owned property only) on the National
Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list of sites
requiring investigation or clean-up;




(f) there are no underground storage tanks, active or abandoned, including petroleum
storage tanks, on or under any property now or previously owned, operated or leased by the
Company or any of its Subsidiaries that, singly or in the aggregate, have, or could
reasonably be expected to have, a Material Adverse Effect;




(g) neither the Company nor any of its Subsidiaries has directly transported or
directly arranged for the transportation of any Hazardous Material to any location which is
listed or, to the knowledge of the Company, proposed for listing on the National Priorities
List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject
of federal, state or local enforcement actions or other investigations which may lead to
material claims against the Company or such Subsidiary for any remedial work, damage to
natural resources or personal injury, including claims under CERCLA;




(h) there are no polychlorinated biphenyls or asbestos present at any property now or
previously owned, operated or leased by the Company or any Subsidiary that, singly or in the
aggregate, have, or could reasonably be expected to have, a Material Adverse Effect; and




(i) no conditions exist at, on or under any property now owned, operated or leased by
the Company or any Subsidiary which, with the passage of time, or the giving of notice or
both, would give rise to material liability under any Environmental Law.



SECTION 6.13 Accuracy of Information. None of the factual information heretofore or
contemporaneously furnished in writing to any Secured Party by or on behalf of any Obligor in
connection with any Loan Document or any transaction contemplated hereby (including the
Transaction) contains any untrue statement of a material fact, or omits to state any material fact
necessary to make any information not misleading, and no other factual information hereafter
furnished in connection with any Loan Document by or on behalf of any Obligor to any Secured Party
will contain any untrue statement of a material fact or will omit to state any material fact
necessary to make any information not misleading on the date as of which such information is dated
or certified.



SECTION 6.14 Regulations U and X. No Obligor is engaged in the business of extending
credit for the purpose of buying or carrying margin stock, and no proceeds of any Credit Extensions
will be used to purchase or carry margin stock or otherwise for a purpose which violates, or would
be inconsistent with, F.R.S. Board Regulation U or Regulation X. Terms for which meanings are
provided in F.R.S. Board Regulation U or Regulation X or any regulations substituted therefor, as
from time to time in effect, are used in this Section with such meanings.



SECTION 6.15 Solvency. The Company and its Subsidiaries, taken as a whole, on a
consolidated basis, both before and after giving effect to any Credit Extensions, are Solvent.



ARTICLE VII




COVENANTS




SECTION 7.1 Affirmative Covenants. Each Borrower agrees with each Lender, each Issuer
and the Administrative Agents that until the Termination Date has occurred, each Borrower will, and
will cause its Subsidiaries to, perform or cause to be performed the obligations set forth below.



Section 7.1.1 Financial Information, Reports, Notices, etc. The Company will furnish
each Lender and the Administrative Agents copies of the following financial statements, reports,
notices and information:




(a) as soon as available and in any event within 45 days after the end of each of the
first three Fiscal Quarters of each Fiscal Year, an unaudited consolidated balance sheet of
the Company and its Subsidiaries as of the end of such Fiscal Quarter and consolidated
statements of income and cash flow of the Company and its Subsidiaries for such Fiscal
Quarter and for the period commencing at the end of the previous Fiscal Year and ending with
the end of such Fiscal Quarter, and including (in each case), in comparative form the
figures for the corresponding Fiscal Quarter in, and year to date portion of, the
immediately preceding Fiscal Year, certified as complete and correct by the chief financial
or accounting Authorized Officer of the Company (subject to normal year-end audit
adjustments);




(b) as soon as available and in any event within 90 days after the end of each Fiscal
Year, a copy of the consolidated balance sheet of the Company and its Subsidiaries, and the
related consolidated statements of income and cash flow of the Company and its Subsidiaries
for such Fiscal Year, setting forth in comparative form the figures for the immediately
preceding Fiscal Year, audited (without any Impermissible Qualification) by a “Big Four”
accounting firm or other independent public accountants acceptable to the Administrative
Agents, stating that, in performing the examination necessary to deliver the audited
financial statements of the Company, no knowledge was obtained of any Event of Default;




(c) concurrently with the delivery of the financial information pursuant to
clauses (a) and (b), a Compliance Certificate, executed by the chief
financial or accounting Authorized Officer of the Company, (i) showing compliance with the
financial covenants set forth in Section 7.2.4 and stating that no Default has
occurred and is continuing (or, if a Default has occurred, specifying the details of such
Default and the action that the Company or an Obligor has taken or proposes to take with
respect thereto), (ii) stating that no Subsidiary has been formed or acquired since the
delivery of the last Compliance Certificate (or, if a Subsidiary has been formed or acquired
since the delivery of the last Compliance Certificate, a statement that such Subsidiary has
complied with Section 7.1.8) and (iii) in the case of a Compliance Certificate
delivered concurrently with the financial information pursuant to clause (b), if the
Company’s Leverage Ratio is equal to or exceeds 3.50:1, a calculation of Excess Cash Flow;




(d) as soon as possible and in any event within three Business Days after the Company
or any other Obligor obtains knowledge of the occurrence of a Default, a statement of an
Authorized Officer of the Company setting forth details of such Default and the action which
the Company or such Obligor has taken and proposes to take with respect thereto;




(e) as soon as possible and in any event within three Business Days after the Company
or any other Obligor obtains knowledge of (i) the occurrence of any material adverse
development with respect to any litigation, action, proceeding or labor controversy
described in Item 6.7 of the Disclosure Schedule or (ii) the commencement of any
litigation, action, proceeding or labor controversy of the type and materiality described in
Section 6.7, notice thereof and, to the extent any Agent requests, copies of all
documentation relating thereto;




(f) promptly upon becoming aware of (i) the institution of any steps by any Person to
terminate any Pension Plan, (ii) the failure to make a required contribution to any Pension
Plan if such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA,
(iii) the taking of any action with respect to a Pension Plan which could result in the
requirement that any Obligor furnish a bond or other security to the PBGC or such Pension
Plan, or (iv) the occurrence of any event with respect to any Pension Plan which could
result in the incurrence by any Obligor of any material liability, fine or penalty, notice
thereof and copies of all documentation relating thereto;




(g) promptly following the mailing or receipt of any notice or report delivered under
the terms of the Indentures, copies of such notice or report;




(h) all Patriot Act Disclosures, to the extent reasonably requested by the
Administrative Agents; and




(i) such other financial and other information as any Lender or Issuer through the
Administrative Agents may from time to time reasonably request (including information and
reports in such detail as the Administrative Agents may request with respect to the terms of
and information provided pursuant to the Compliance Certificate).



Section 7.1.2 Maintenance of Existence; Compliance with Contracts, Laws, etc. The
Company will, and will cause each of its Subsidiaries to, preserve and maintain its legal existence
(except as otherwise permitted by Section 7.2.7), perform in all material respects their
obligations under material agreements to which the Company or a Subsidiary is a party, and comply
in all material respects with all applicable laws, rules, regulations and orders, including the
payment (before the same become delinquent), of all Taxes, imposed upon the Company or its
Subsidiaries or upon their property except to the extent being diligently contested in good faith
by appropriate proceedings and for which adequate reserves in accordance with GAAP have been set
aside on the books of the Company or its Subsidiaries, as applicable.



Section 7.1.3 Maintenance of Properties. The Company will, and will cause each of its
Subsidiaries to, maintain, preserve, protect and keep its and their respective properties in good
repair, working order and condition (ordinary wear and tear excepted), and make necessary repairs,
renewals and replacements so that the business carried on by the Borrowers and their Subsidiaries
may be properly conducted at all times, unless any Borrower or any Subsidiary determines in good
faith that the continued maintenance of such property is no longer economically desirable,
necessary or useful to the business of such Borrower or any of its Subsidiaries or the Disposition
of such property is otherwise permitted by Sections 7.2.7 or 7.2.8.



Section 7.1.4 Insurance. The Company will, and will cause each of its Subsidiaries to
maintain:




(a) insurance on its property with financially sound and reputable insurance companies
against loss and damage in at least the amounts (and with only those deductibles)
customarily maintained, and against such risks as are typically insured against in the same
general area, by Persons of comparable size engaged in the same or similar business as the
Borrowers and their Subsidiaries; and




(b) all worker’s compensation, employer’s liability insurance or similar insurance as
may be required under the laws of any state or jurisdiction in which it may be engaged in
business.



Without limiting the foregoing, all insurance policies required pursuant to this Section shall
(i) name the Collateral Agent on behalf of the Secured Parties as mortgagee (in the case of
property insurance) or additional insured (in the case of liability insurance), as applicable, and
provide that no cancellation or modification of the policies will be made without thirty days’
prior written notice to the Collateral Agent and (ii) be in addition to any requirements to
maintain specific types of insurance contained in the other Loan Documents.



Section 7.1.5 Books and Records. The Company will, and will cause each of its
Subsidiaries to:




(a) keep books and records in accordance with GAAP which accurately reflect all of its
business affairs and transactions;




(b) permit the Administrative Agents or any of their respective representatives, at
reasonable times and intervals and upon reasonable notice to the Company, to visit each of
the Company’s and its Subsidiaries’ offices, to discuss such Person’s financial matters with
its officers and employees, and, after the occurrence of an Event of Default, its
independent public accountants (and the Company hereby authorizes such independent public
accountant to discuss each of such Person’s financial matters with the Administrative Agents
or any of their respective representatives whether or not any representative of such Person
is present, so long as a representative of such Person has been afforded a reasonable
opportunity to be present) and to examine (and photocopy extracts from) any of such Person’s
books and records; and




(c) afford all other Lenders and any of their respective representatives the
opportunity to collectively visit the Company’s and its Subsidiaries’ offices on one day per
calendar year, coordinated with the Administrative Agents (such date to be determined by the
Company in consultation with the Administrative Agents and each such Lender to be given
reasonable notice of such visitation date), to discuss such Person’s financial matters with
its officers and employees; provided that each such Lender or any of their
respective representatives, at reasonable times and intervals and upon reasonable notice to
the Company, shall be permitted to do any of the foregoing at any time after the occurrence
and during the continuation of an Event of Default.



The Company shall pay any fees of such independent public accountant incurred in connection
with any Lender’s exercise of its rights pursuant to this Section.



Section 7.1.6 Environmental Law Covenant. The Company will, and will cause each of
its Subsidiaries to:




(a) use and operate all of its and their facilities and properties in material
compliance with all Environmental Laws, keep all necessary permits, approvals, certificates,
licenses and other authorizations relating to environmental matters in effect and remain in
material compliance therewith, and handle all Hazardous Materials in material compliance
with all applicable Environmental Laws; and




(b) promptly notify the Agents and provide copies upon receipt of all written claims,
complaints, notices or inquiries relating to the condition of its facilities and properties
in respect of, or as to any material non-compliance with, Environmental Laws, and shall
promptly resolve such material non-compliance with Environmental Laws and keep its property
free of any Lien imposed by any Environmental Law.



Section 7.1.7 Use of Proceeds. The Borrowers have applied, or will apply, the
proceeds of the Credit Extensions as follows:




(a) in the case of Term Loans, (i) to repay Indebtedness of the Company consisting of
notes or debentures issued under the Indentures and (ii) to repay Revolving Loans in an
amount not to exceed $95,000,000; provided that at such time there is no condition,
occurrence or event which, after notice or lapse of time or both, would constitute an Event
of Default (as defined in each Indenture) or any Event of Default (as defined in each
Indenture) continuing under any Indenture, the Company may repay an additional amount of
Revolving Loans in an amount not to exceed $55,000,000 with the proceeds of Term Loans;




(b) in the case of the Revolving Loans, for working capital and general corporate
purposes of the Borrowers and the Subsidiary Guarantors, including Capital Expenditures and
Permitted Acquisitions by such Persons, but excluding the repayment of outstanding
Indebtedness under the Indentures; and




(c) for issuing Letters of Credit for the account of the Borrowers and the Subsidiary
Guarantors.



Section 7.1.8 Future Guarantors, Security, etc. The Company will, and will cause each
of its Subsidiaries to:




(a) execute the Subsidiary Guaranty (Domestic) or a supplement thereto unless, in the
case of a Foreign Subsidiary, to do so would result in a materially increased Tax liability
for the Company (as reasonably determined by the Administrative Agents in consultation with
the Company).




(b) with respect to each U.S. Subsidiary (and any subsequently acquired or created U.S.
Subsidiary), execute the Pledge and Security Agreement or a supplement thereto and a
Mortgage with respect to any real property owned by such Person (other than any Excluded
Property) with a net book value of more than $500,000.




(c) execute any documents, Foreign Pledge Agreements, Filing Statements, agreements and
instruments, and take all further action (including filing such Mortgages) that may be
required under applicable law, or that the Administrative Agents may reasonably request, in
order to effectuate the transactions contemplated by the Loan Documents and in order to
grant, preserve, protect and perfect the validity and first priority (subject to Liens
permitted by Section 7.2.3) of the Liens created or intended to be created by the
Loan Documents.




(d) at its cost and expense, promptly secure the Obligations by pledging or creating,
or causing to be pledged or created, perfected Liens with respect to such of its assets and
properties as the Administrative Agents or the Required Lenders shall designate, it being
agreed that it is the intent of the parties that the Obligations shall be secured by, among
other things, substantially all the assets of the Company and its U.S. Subsidiaries
(including real and personal property acquired subsequent to the Closing Date (subject to
the limitation in clause (b)); provided that neither the Company nor its
Subsidiaries shall be required to pledge (i) more than 65% of the Voting Securities of any
Foreign Subsidiary unless such pledge would not result in a materially adverse tax
consequences to the Company (as determined by the Administrative Agents) or (ii) the Capital
Securities of any Excluded Subsidiary. Such Liens will be created under the Loan Documents
in form and substance satisfactory to the Agents, and the Company shall deliver or cause to
be delivered to the Agents all such instruments and documents (including legal opinions,
surveys, title insurance policies and Lien searches) as the Agents shall reasonably request
to evidence compliance with this Section.



Notwithstanding the foregoing provisions of this Section, no SPV shall be required, under any
circumstances, to execute any Subsidiary Guaranty or any other Loan Document to grant Liens in any
of its assets to secure the Obligations.



Section 7.1.9 SEC Reports. The Company shall comply, on a timely basis, with all SEC
filing requirements applicable to the Company and its Subsidiaries.



Section 7.1.10 Maintenance of Ratings of Loans. The Company will use commercially
reasonable efforts to cause its Index Debt Rating with S&P and Moody’s to be in effect at all times
through the Stated Maturity Date.



Section 7.1.11 Cash Management. The Company will deliver to the Collateral Agent
fully executed Control Agreements with respect to each Deposit Account and Securities Account of
the Company and each U.S. Subsidiary (other than those maintained with the Collateral Agent and
accounts holding cash on deposit with metal lessors) that at any time holds assets in excess of
$1,000,000, in each case when such account is created or when such threshold is reached.



Section 7.1.12 Maintenance of Corporate Separateness. The Company will, and will
cause each of its Subsidiaries to, satisfy customary corporate formalities, including the holding
of regular board of directors’ and shareholders’ meetings and the maintenance of corporate offices
and records and take all actions reasonably necessary to maintain their corporate separateness.



Section 7.1.13 Foreign Subsidiaries; Foreign Pledge Agreements. The Company will
deliver, or cause to be delivered, on or before August 31, 2007 (unless such date is extended with
the consent of the Collateral Agent, such consent not to be unreasonably withheld),




(a) certificates (in the case of Capital Securities that are securities (as defined in
the UCC)), or such other instruments, agreements, or other arrangements, as the Collateral
Agent may reasonably approve (such approval not to be unreasonably withheld), evidencing 65%
of the issued and outstanding Voting Securities of Ferro B.V., a company organized under the
laws of Holland, (together with all the issued and outstanding non-voting Capital Securities
of such Foreign Subsidiary) directly owned by the Company or any U.S. Subsidiary), which
certificates in each case shall be accompanied by undated instruments of transfer duly
executed in blank, or, if any Capital Securities (in the case of Capital Securities that are
uncertificated securities (as defined in the UCC)), confirmation and evidence satisfactory
to the Agents that the security interest therein has been transferred to and perfected by
the Collateral Agent for the benefit of the Secured Parties in accordance with Articles 8
and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such
Capital Securities, and




(b) a Foreign Pledge Agreement with regard to the applicable Capital Securities of
Ferro B.V., duly executed and delivered by all parties thereto, which such agreement shall
remain in full force and effect, and all Liens granted to the Collateral Agent thereunder
shall be duly perfected to provide the Collateral Agent with a security interest in and Lien
on all collateral granted thereunder free and clear of other Liens, except to the extent
consented to by the Administrative Agents.



SECTION 7.2 Negative Covenants. Each Borrower covenants and agrees with each Lender,
each Issuer and the Administrative Agents that until the Termination Date has occurred, each
Borrower will, and will cause its Subsidiaries to, perform or cause to be performed the obligations
set forth below.



Section 7.2.1 Business Activities. The Company will not, and will not permit any of
its Subsidiaries to, engage in any business activity except those business activities engaged in on
the date of this Agreement and activities reasonably incidental thereto.



Section 7.2.2 Indebtedness. The Company will not, and will not permit any of its
Subsidiaries to, create, incur, assume or permit to exist any Indebtedness, other than:




(a) Indebtedness in respect of the Obligations;




(b) until the Closing Date, Indebtedness that is to be repaid in full as further
identified in Item 7.2.2(b) of the Disclosure Schedule;




(c) Indebtedness existing as of the Closing Date which is identified in
Item 7.2.2(c) of the Disclosure Schedule, and refinancing of such Indebtedness in a
principal amount not in excess of that which is outstanding on the Closing Date (as such
amount has been reduced following the Closing Date);




(d) unsecured Indebtedness (i) incurred in the ordinary course of business of the
Company and its Subsidiaries and (ii) in respect of performance, surety or appeal bonds
provided in the ordinary course of business, but excluding (in each case), Indebtedness
incurred through the borrowing of money or Contingent Liabilities in respect thereof;




(e) Indebtedness (i) in respect of industrial revenue bonds or other similar
governmental or municipal bonds, (ii) evidencing the deferred purchase price of newly
acquired property or incurred to finance the acquisition of equipment of the Company and its
Subsidiaries (pursuant to purchase money mortgages or otherwise, whether owed to the seller
or a third party) used in the ordinary course of business of the Company and its
Subsidiaries (provided that such Indebtedness is incurred within 90 days of the
acquisition of such property) and (iii) in respect of Capitalized Lease Liabilities;
provided that the aggregate amount of all Indebtedness outstanding pursuant to this
clause shall not at any time exceed $25,000,000;




(f) Indebtedness of any Subsidiary owing to the Company or any other Subsidiary;




(g) Indebtedness of a Person existing at the time such Person became a Subsidiary of
the Company, but only if such Indebtedness was not created or incurred in contemplation of
such Person becoming a Subsidiary and the aggregate outstanding amount of all Indebtedness
existing pursuant to this clause does not exceed $10,000,000 at any time;




(h) Indebtedness of the Company consisting of notes or debentures issued by the Company
under the Indentures in an aggregate principal amount not to exceed $355,000,000, as such
amount is reduced on or after the Closing Date;




(i) Indebtedness incurred under the Permitted Receivables Programs;




(j) Indebtedness of Foreign Subsidiaries in connection with local lines of credit in an
aggregate amount not to exceed $25,000,000;




(k) Indebtedness of the Company and its Subsidiaries in connection with credit cards
issued to employees in the ordinary course of business;




(l) Indebtedness in respect of Hedging Obligations entered into in the ordinary course
of business and not for speculative purposes; and




(m) other Indebtedness of the Company and its Subsidiaries in an aggregate amount at
any time outstanding not to exceed $20,000,000;



provided that no Indebtedness otherwise permitted by clauses (c), (e),
(g) or (m) shall be assumed, created or otherwise incurred if a Default has
occurred and is then continuing or would result therefrom.



Section 7.2.3 Liens. The Company will not, and will not permit any of its
Subsidiaries to, create, incur, assume or permit to exist any Lien upon any of its property
(including Capital Securities of any Person), revenues or assets, whether now owned or hereafter
acquired, except:




(a) Liens securing payment of the Obligations, the Indebtedness incurred under the
Indentures and securing Indebtedness of the type described in clauses (j),
(k) or (l) of Section 7.2.2, which are secured on a pari passu basis
in accordance with the Collateral Sharing Agreement and the other Loan Documents;




(b) until the Closing Date, Liens securing payment of Indebtedness of the type
described in clause (b) of Section 7.2.2;




(c) Liens existing as of the Closing Date and disclosed in Item 7.2.3(c) of the
Disclosure Schedule securing Indebtedness described in clause (c) of
Section 7.2.2, and refinancings of such Indebtedness; provided that no such
Lien shall encumber any additional property and the amount of Indebtedness secured by such
Lien is not increased from that existing on the Closing Date (as such Indebtedness may have
been permanently reduced subsequent to the Closing Date);




(d) Liens securing Indebtedness of the type permitted under clause (e) of
Section 7.2.2; provided that (i) such Lien is granted within 90 days after
such Indebtedness is incurred, (ii) the Indebtedness secured thereby does not exceed 80% of
the lesser of the cost or the fair market value of the applicable property, improvements or
equipment at the time of such acquisition (or construction) and (iii) such Lien secures only
the assets that are the subject of the Indebtedness referred to in such clause;




(e) Liens securing Indebtedness permitted by clause (g) of
Section 7.2.2; provided that such Liens existed prior to such Person
becoming a Subsidiary, were not created in anticipation thereof and attach only to specific
tangible assets of such Person (and not assets of such Person generally);




(f) Liens in favor of carriers, warehousemen, mechanics, materialmen and landlords
granted in the ordinary course of business for amounts not overdue or being diligently
contested in good faith by appropriate proceedings and for which adequate reserves in
accordance with GAAP shall have been set aside on its books;




(g) Liens incurred or deposits made in the ordinary course of business in connection
with worker’s compensation, unemployment insurance or other forms of governmental insurance
or benefits, or to secure performance of tenders, statutory obligations, bids, leases or
other similar obligations (other than for borrowed money) entered into in the ordinary
course of business or to secure obligations on surety and appeal bonds or performance bonds;




(h) judgment Liens in existence for less than 45 days after the entry thereof or with
respect to which execution has been stayed or the payment of which is covered in full
(subject to a customary deductible) by insurance maintained with responsible insurance
companies and which do not otherwise result in an Event of Default under
Section 8.1.6;




(i) easements, rights-of-way, zoning restrictions, minor defects or irregularities in
title and other similar encumbrances not interfering in any material respect with the value
or use of the property to which such Lien is attached;




(j) Liens for Taxes not at the time delinquent or thereafter payable without penalty or
being diligently contested in good faith by appropriate proceedings and for which adequate
reserves in accordance with GAAP shall have been set aside on its books;




(k) Liens on inventory that has been chemically combined with precious metals inventory
or inventories so long as the aggregate Indebtedness secured thereby does not exceed
$15,000,000, and Liens on consigned metals or leased metals that are held as Inventory by an
Obligor but for which title has not yet transferred to such Obligor;




(l) Liens on the assets of the Company, Ferro Electronic or an SPV securing
Indebtedness permitted by clause (i) of Section 7.2.2; and




(m) Liens (not otherwise permitted hereunder) securing obligations not exceeding
$5,000,000 in the aggregate at any time outstanding; provided that such Liens are
limited to assets other than accounts receivable.



Section 7.2.4 Financial Condition and Operations. The Company will not permit any of
the events set forth below to occur.



(a) The Company will not permit the Leverage Ratio as of the last day of any Fiscal Quarter
occurring during any period set forth below to be greater than the ratio set forth opposite such
period:



	 	 	 
	Period

1/1/07 through and including 12/31/07

1/1/08 through and including 12/31/08

1/1/09 through and including 12/31/09

1/1/10 and thereafter

	 	Leverage Ratio

4.00:1.00

3.75:1.00

3.50:1.00

3.25:1.00






(b) The Company will not permit the Fixed Charge Coverage Ratio as of the last day of any
Fiscal Quarter occurring during any period set forth below to be less than the ratio set forth
opposite such period:



	 	 	 
	.

Period

1/1/07 through and including 3/31/08

4/1/08 through and including 6/30/08

7/1/08 through and including 12/31/08

1/1/09 through and including 6/30/09

7/1/09 through and including 12/31/09

1/1/10 and thereafter

	 	Fixed Charge

Coverage Ratio

1.20:1.00

1.25:1.00

1.35:1.00

1.40:1.00

1.45:1.00

1.50:1.00






Section 7.2.5 Investments. The Company will not, and will not permit any of its
Subsidiaries to, purchase, make, incur, assume or permit to exist any Investment in any other
Person, except:




(a) Investments existing on the Closing Date and identified in Item 7.2.5(a) of
the Disclosure Schedule;




(b) Cash Equivalent Investments;




(c) Investments received in connection with the bankruptcy or reorganization of, or
settlement of delinquent accounts and disputes with, customers and suppliers, in each case
in the ordinary course of business;




(d) Investments consisting of any deferred portion of the sales price received by the
Company or any Subsidiary in connection with any Disposition permitted under
Section 7.2.8;




(e) Investments (i) by the Company in any Subsidiaries or by any Subsidiary in other
Subsidiaries or (ii) by any Subsidiary in the Company;




(f) Investments constituting (i) accounts receivable arising, (ii) trade debt granted,
or (iii) deposits made in connection with the purchase price of goods or services, in each
case in the ordinary course of business;




(g) Investments by way of the acquisition of Capital Securities constituting Permitted
Acquisitions permitted by clause (b) of Section 7.2.7; and




(h) other Investments in an amount not to exceed $20,000,000 over the term of this
Agreement, which amount shall include any Investments made since the Closing Date pursuant
to clause (h) of Section 7.2.5 of the Existing Credit Agreement;



provided that




(i) any Investment which when made complies with the requirements of the definition of
the term “Cash Equivalent Investment” may continue to be held notwithstanding that such
Investment if made thereafter would not comply with such requirements; and




(j) no Investment otherwise permitted by clauses (g) or (h) shall be
permitted to be made if any Default has occurred and is continuing or would result
therefrom.



Section 7.2.6 Restricted Payments, etc. The Company will not, and will not permit any
of its Subsidiaries to, declare or make a Restricted Payment, or make any deposit for any
Restricted Payment, other than (a) Restricted Payments made by Subsidiaries to the Company, wholly
owned Subsidiaries or joint venture partners and (b) Restricted Payments consisting of dividends on
the Company’s Capital Securities so long as no Default has occurred and is continuing or would be
caused thereby.



Section 7.2.7 Consolidation, Merger; Permitted Acquisitions, etc. Except in
connection with a Disposition permitted by Section 7.2.8, the Company will not, and will
not permit any of its Subsidiaries to, liquidate or dissolve, consolidate with, or merge into or
with, any other Person, or purchase or otherwise acquire all or substantially all of the assets of
any Person (or any division or line of business thereof), except:




(a) any Subsidiary may liquidate or dissolve voluntarily into, and may merge with and
into, the Company or any other Subsidiary (provided that a Guarantor may only
liquidate or dissolve into, or merge with and into, the Company or another Guarantor), and
the assets or Capital Securities of any Subsidiary may be purchased or otherwise acquired by
the Company or any other Subsidiary (provided that the assets or Capital Securities
of any Guarantor may only be purchased or otherwise acquired by any Borrower or another
Guarantor); provided further that in no event shall any Subsidiary
consolidate with or merge with and into any other Subsidiary unless after giving effect
thereto, the Collateral Agent shall have a perfected pledge of, and security interest in and
to, at least the same percentage of the issued and outstanding interests of Capital
Securities (on a fully diluted basis) and other assets of the surviving Person as the
Collateral Agent had immediately prior to such merger or consolidation in form and substance
satisfactory to the Agent and their respective counsel, pursuant to such documentation and
opinions as shall be necessary in the opinion of the Agents to create, perfect or maintain
the collateral position of the Secured Parties therein; and




(b) so long as no Default has occurred and is continuing or would occur after giving
effect thereto, the Company or any of its Subsidiaries may, at any time following the SEC
Filing Date, purchase all or substantially all of the assets of any Person (or any division
or line of business thereof), or acquire such Person by merger or otherwise, in each case,
if such purchase or acquisition constitutes a Permitted Acquisition and the amount expended
in connection with such transaction does not exceed $50,000,000 in any Fiscal Year (except
that any amounts unused in any Fiscal Year may be carried over to subsequent Fiscal Years)
and $200,000,000 over the term of this Agreement, which $200,000,000 shall include any
amounts expended in connection with Permitted Acquisitions since the Closing Date pursuant
to clause (b) of Section 7.2.7 of the Existing Credit Agreement.



Section 7.2.8 Permitted Dispositions. The Company will not, and will not permit any
of its Subsidiaries to, Dispose of any of the Company’s or such Subsidiaries’ assets (including
accounts receivable and Capital Securities of Subsidiaries) to any Person in one transaction or
series of transactions unless such Disposition is:




(a) inventory or obsolete, damaged, worn out or surplus property Disposed of in the
ordinary course of its business;




(b) permitted by Section 7.2.7;




(c) (i) for fair market value and the consideration received consists of no less than
80% in cash, (ii) the Net Disposition Proceeds received from such Disposition, together with
the Net Disposition Proceeds of all other assets Disposed of pursuant to this clause in any
Fiscal Year, does not exceed (individually or in the aggregate) $30,000,000 in such Fiscal
Year and (iii) the applicable portion of the Net Disposition Proceeds from such Disposition
are applied pursuant to Sections 3.1.1 and 3.1.2;




(d) a Disposition of assets by (i) the Company to an Obligor that guarantees all of the
Obligations, (ii) an Obligor that guarantees all of the Obligations to the Company or
another Obligor that guarantees all of the Obligations, (iii) a Designated Borrower to an
Obligor that guarantees all of the Obligations of such Designated Borrower or by such
Obligor to such Designated Borrower;




(e) made by the Company or Ferro Electronic to any Person who is not a Subsidiary of
the Company or is an SPV pursuant to the Permitted Receivables Programs;




(f) a Specified Disposition; provided that the applicable portion of the Net
Disposition Proceeds from such Disposition are applied pursuant to Sections 3.1.1
and 3.1.2;




(g) arises out of a closing, cessation of use or sale of the Niagara Falls Property; or




(h) a Disposition of certain ancillary property rights, as discussed with the
Administrative Agents; provided that the applicable portion of the Net Disposition
Proceeds from such Disposition are applied pursuant to Sections 3.1.1 and
3.1.2.



Section 7.2.9 Modification of Certain Agreements. The Company will not, and will not
permit any of its Subsidiaries to, consent to any amendment, supplement, waiver or other
modification of, or enter into any forbearance from exercising any rights with respect to the terms
or provisions contained in:




(a) any of the Material Debt Documents, other than any amendment, supplement, waiver or
modification which (i) extends the date or reduces the amount of any required repayment,
prepayment or redemption of the principal of such Material Debt, (ii) reduces the rate or
extends the date for payment of principal, interest, premium (if any) or fees payable on
such Material Debt or (iii) makes the covenants, events of default or remedies in such
Material Debt Documents less restrictive on the Company or its Subsidiaries, as the case may
be; or




(b) the Organic Documents of the Company or any of its Subsidiaries, if the result
would have an adverse effect on the rights or remedies of any Secured Party.



Section 7.2.10 Transactions with Affiliates. The Company will not, and will not
permit any of its Subsidiaries to, enter into or cause or permit to exist any arrangement,
transaction or contract (including for the purchase, lease or exchange of property or the rendering
of services) with any of its other Affiliates, unless such arrangement, transaction or contract
(i) is on fair and reasonable terms no less favorable to the Company or such Subsidiary than it
could obtain in an arm’s-length transaction with a Person that is not an Affiliate and (ii) is of
the kind which would be entered into by a prudent Person in the position of the Company or such
Subsidiary with a Person that is not one of its Affiliates.



Section 7.2.11 Restrictive Agreements, etc. The Company will not, and will not permit
any of its Subsidiaries to, enter into any agreement prohibiting:




(a) the creation or assumption of any Lien upon its properties, revenues or assets,
whether now owned or hereafter acquired;




(b) the ability of any Obligor to amend or otherwise modify any Loan Document; or




(c) the ability of any Subsidiary to make any payments, directly or indirectly, to the
Company, including by way of dividends, advances, repayments of loans, reimbursements of
management and other intercompany charges, expenses and accruals or other returns on
investments.



The foregoing prohibitions shall not apply to restrictions contained (i) in any Loan Document,
(ii) in the case of clause (a), any agreement governing any Indebtedness permitted by
clause (e) of Section 7.2.2 as to the assets financed with the proceeds of such
Indebtedness, or (iii) in the case of clauses (a) and (c), any agreement of a
Foreign Subsidiary governing the Indebtedness permitted by clause (f)(i) of
Section 7.2.2.



Section 7.2.12 Sale and Leaseback. The Company will not, and will not permit any of
its Subsidiaries to, directly or indirectly enter into any agreement or arrangement providing for
the sale or transfer by it of any property (now owned or hereafter acquired) to a Person and the
subsequent lease or rental of such property or other similar property from such Person except for
agreements providing for the sale or transfer of property with a value not exceeding $15,000,000 in
the aggregate over the term of this agreement, as long as the lease or rental thereof is entered
into within 90 days of such sale or transfer.



ARTICLE VIII




EVENTS OF DEFAULT




SECTION 8.1 Listing of Events of Default. Each of the following events or occurrences
described in this Article shall constitute an “Event of Default”.



Section 8.1.1 Non-Payment of Obligations. The Borrowers shall default in the payment
or prepayment when due of:




(a) any principal of any Loan, or any Reimbursement Obligation or any deposit of cash
for collateral purposes pursuant to Section 2.7.4; or




(b) any interest on any Loan or any fee described in Article III or any other
monetary Obligation, and such default shall continue unremedied for a period of three
Business Days after such amount was due.



Section 8.1.2 Breach of Warranty. Any representation or warranty of any Obligor made
or deemed to be made in any Loan Document (including any certificates delivered pursuant to
Article V) is or shall be incorrect when made or deemed to have been made in any material
respect.



Section 8.1.3 Non-Performance of Certain Covenants and Obligations. The Borrowers
shall default in the due performance or observance of any of its obligations under
Section 7.1.1, Section 7.1.7, Section 7.1.9 or Section 7.2.



Section 8.1.4 Non-Performance of Other Covenants and Obligations. Any Obligor shall
default in the due performance and observance of any other agreement contained in any Loan Document
executed by it, and such default shall continue unremedied for a period of 30 days after the
earlier to occur of (i) notice thereof given to the Company by any Agent or any Lender or (ii) the
date on which any Obligor has knowledge of such default.



Section 8.1.5 Default on Other Indebtedness. A default shall occur in the payment of
any amount when due (subject to any applicable grace period), whether by acceleration or otherwise,
of any principal or stated amount of, or interest or fees on, any Indebtedness (other than
Indebtedness described in Section 8.1.1) of the Company or any of its Subsidiaries or any
other Obligor having a principal or stated amount, individually or in the aggregate, in excess of
$7,500,000 (or the Dollar Equivalent thereof), or a default shall occur in the performance or
observance of any obligation or condition with respect to such Indebtedness if the effect of such
default is to accelerate the maturity of any such Indebtedness or such default shall continue
unremedied for any applicable period of time sufficient to permit the holder or holders of such
Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to
become due and payable or to require such Indebtedness to be prepaid, redeemed, purchased or
defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its
expressed maturity.



Section 8.1.6 Judgments. Any judgment or order for the payment of money individually
or in the aggregate in excess of $7,500,000 (or the Dollar Equivalent thereof) (exclusive of any
amounts fully covered by insurance (less any applicable deductible) and as to which the insurer has
acknowledged its responsibility to cover such judgment or order) shall be rendered against the
Company or any of its Subsidiaries or any other Obligor and such judgment shall not have been
vacated or discharged or stayed or bonded pending appeal within 30 days after the entry thereof or
enforcement proceedings shall have been commenced by any creditor upon such judgment or order.



Section 8.1.7 Pension Plans. Any of the following events shall occur with respect to
any Pension Plan:




(a) the institution of any steps by the Company, any member of its Controlled Group or
any other Person to terminate a Pension Plan if, as a result of such termination, the
Company or any such member could be required to make a contribution to such Pension Plan, or
could reasonably expect to incur a liability or obligation to such Pension Plan, in excess
of $5,000,000; or




(b) a contribution failure occurs with respect to any Pension Plan sufficient to give
rise to a Lien under section 302(f) of ERISA.



Section 8.1.8 Change in Control. Any Change in Control shall occur.



Section 8.1.9 Bankruptcy, Insolvency, etc. The Company, any of its Subsidiaries or
any other Obligor shall:




(a) become insolvent or generally fail to pay, or admit in writing its inability or
unwillingness generally to pay, debts as they become due;




(b) apply for, consent to, or acquiesce in the appointment of a trustee, receiver,
sequestrator or other custodian for any substantial part of the property of any thereof, or
make a general assignment for the benefit of creditors;




(c) in the absence of such application, consent or acquiescence in or permit or suffer
to exist the appointment of a trustee, receiver, sequestrator or other custodian for a
substantial part of the property of any thereof, and such trustee, receiver, sequestrator or
other custodian shall not be discharged within 60 days; provided that the Company,
each Subsidiary and each other Obligor hereby expressly authorizes each Secured Party to
appear in any court conducting any relevant proceeding during such 60-day period to
preserve, protect and defend their rights under the Loan Documents;




(d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt
arrangement or other case or proceeding under any bankruptcy or insolvency law or any
dissolution, winding up or liquidation proceeding, in respect thereof, and, if any such case
or proceeding is not commenced by the Company, any Subsidiary or any Obligor, such case or
proceeding shall be consented to or acquiesced in by the Company, such Subsidiary or such
Obligor, as the case may be, or shall result in the entry of an order for relief or shall
remain for 60 days undismissed; provided that the Company, each Subsidiary and each
Obligor hereby expressly authorizes each Secured Party to appear in any court conducting any
such case or proceeding during such 60-day period to preserve, protect and defend their
rights under the Loan Documents; or




(e) take any action authorizing, or in furtherance of, any of the foregoing.



Section 8.1.10 Impairment of Security, etc. Any Loan Document or any Lien granted
thereunder shall (except in accordance with its terms), in whole or in part, terminate, cease to be
effective or cease to be the legally valid, binding and enforceable obligation of any Obligor party
thereto; any Obligor or any other party shall, directly or indirectly, contest in any manner such
effectiveness, validity, binding nature or enforceability; or, except as permitted under any Loan
Document, any Lien securing any Obligation shall, in whole or in part, cease to be a perfected
first priority Lien.



SECTION 8.2 Action if Bankruptcy. If any Event of Default described in
clauses (a) through (d) of Section 8.1.9 with respect to the Company shall
occur, the Commitments (if not theretofore terminated) shall automatically terminate and the
outstanding principal amount of all outstanding Loans and all other Obligations (including
Reimbursement Obligations) shall automatically be and become immediately due and payable, without
notice or demand to any Person and each Obligor shall automatically and immediately be obligated to
Cash Collateralize all Letter of Credit Outstandings.



SECTION 8.3 Action if Other Event of Default. If any Event of Default (other than any
Event of Default described in clauses (a) through (d) of Section 8.1.9 with
respect to the Borrowers) shall occur for any reason, whether voluntary or involuntary, and be
continuing, the Administrative Agents, upon the direction of the Required Lenders, shall by notice
to the Company declare all or any portion of the outstanding principal amount of the Loans and
other Obligations (including Reimbursement Obligations) to be due and payable and/or the
Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of
such Loans and other Obligations which shall be so declared due and payable shall be and become
immediately due and payable, without further notice, demand or presentment, and/or, as the case may
be, the Commitments shall terminate and the Borrowers shall automatically and immediately be
obligated to Cash Collateralize all Letter of Credit Outstandings.



ARTICLE IX




THE AGENTS




SECTION 9.1 Actions. Each Revolving Loan Lender hereby appoints National City as its
Revolving Loan Administrative Agent under and for purposes of each Loan Document, each Term Loan
Lender hereby appoints CS as its Term Loan Administrative Agent under and for purposes of each Loan
Document, and each Lender hereby appoints National City as its Collateral Agent under and for
purposes of each Loan Document. Each Lender authorizes such Agent to act on behalf of such Lender
under each Loan Document and, in the absence of other written instructions from the Required
Lenders received from time to time by such Agent (with respect to which each Agent agrees that it
will comply, except as otherwise provided in this Section or as otherwise advised by counsel in
order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder
as are specifically delegated to or required of such Agent by the terms hereof and thereof,
together with such powers as may be incidental thereto (including the release of Liens on assets
Disposed of in accordance with the terms of the Loan Documents). Each Lender hereby indemnifies
(which indemnity shall survive any termination of this Agreement) each Agent, pro
rata according to such Lender’s proportionate Total Exposure Amount, from and against any
and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature
whatsoever which may at any time be imposed on, incurred by, or asserted against, such Agent in any
way relating to or arising out of any Loan Document, (including attorneys’ fees), and as to which
such Administrative Agent is not reimbursed by the Borrowers; provided that no Lender shall
be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims,
costs or expenses which are determined by a court of competent jurisdiction in a final proceeding
to have resulted from such Agent’s gross negligence or willful misconduct. No Agent shall be
required to take any action under any Loan Document, or to prosecute or defend any suit in respect
of any Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in
favor of any Agent shall be or become, in such Agent’s determination, inadequate, Agent may call
for additional indemnification from the Lenders and cease to do the acts indemnified against
hereunder until such additional indemnity is given.



SECTION 9.2 Funding Reliance, etc.




(a) Unless the applicable Administrative Agent shall have been notified in writing by
any Lender by 3:00 p.m. on the Business Day prior to a Borrowing that such Lender will not
make available the amount which would constitute its Percentage of such Borrowing on the
date specified therefor, such Administrative Agent may assume that such Lender has made such
amount available to such Administrative Agent and, in reliance upon such assumption, make
available to the Borrowers a corresponding amount. If and to the extent that such Lender
shall not have made such amount available to such Administrative Agent, such Lender and the
Borrowers severally agree to repay such Administrative Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date such
Administrative Agent made such amount available to the Borrowers to the date such amount is
repaid to such Administrative Agent, at the interest rate applicable at the time to Loans
comprising such Borrowing (in the case of the Borrowers) and (in the case of a Lender), at
the Federal Funds Rate (for the first two Business Days after which such amount has not been
repaid), and thereafter at the interest rate applicable to Loans comprising such Borrowing.




(b) Unless the applicable Administrative Agent shall have been notified in writing
prior to the time at which any payment hereunder is due to such Administrative Agents for
the account of the Secured Parties hereunder that the Borrowers will not make such payment,
such Administrative Agent may assume that the Borrowers have made such payment on such date
in accordance herewith and may, in reliance upon such assumption, distribute to the Secured
Parties its share of the amount due. In such event, if the Borrowers have not in fact made
such payment, then each of the Secured Parties severally agrees to repay to the applicable
Administrative Agent forthwith on demand the amount so distributed to such Secured Party, in
immediately available funds with interest thereon, for each day from and including the date
such amount is distributed to it to but excluding the date of payment to such Administrative
Agent, at the Federal Funds Rate (for the first two Business Days after which such amount
has not been repaid), and thereafter at the interest rate applicable to the Loans which were
repaid.



SECTION 9.3 Exculpation. No Agent nor any of its directors, officers, employees or
agents shall be liable to any Secured Party for any action taken or omitted to be taken by it under
any Loan Document, or in connection therewith, except for its own willful misconduct or gross
negligence, nor responsible for any recitals or warranties herein or therein, nor for the
effectiveness, enforceability, validity or due execution of any Loan Document, nor for the
creation, perfection or priority of any Liens purported to be created by any of the Loan Documents,
or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral
security, nor to make any inquiry respecting the performance by any Obligor of its Obligations.
Any such inquiry which may be made by an Agent shall not obligate it to make any further inquiry or
to take any action. Each Agent shall be entitled to rely upon advice of counsel concerning legal
matters and upon any notice, consent, certificate, statement or writing which such Agent believes
to be genuine and to have been presented by a proper Person.



SECTION 9.4 Successor. Any of the Agents may resign as such at any time upon at least
30 days’ prior notice to the other Agents, the Borrowers and all Lenders. If an Agent at any time
shall resign, the Required Lenders may appoint another Lender as a successor Agent which shall
thereupon become the applicable Agent hereunder. 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 notice of resignation, then such retiring Agent may, on behalf of the
Lenders, appoint a successor Agent, which shall be one of the Lenders or a commercial banking
institution organized under the laws of the United States (or any State thereof) or a United States
branch or agency of a commercial banking institution, and having a combined capital and surplus of
at least $250,000,000; provided that if such retiring Agent is unable to find a commercial
banking institution which is willing to accept such appointment and which meets the qualifications
set forth in above, the retiring Agent’s resignation shall nevertheless thereupon become effective
and the Lenders shall assume and perform all of the duties of the Agent hereunder until such time,
if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of
any appointment as an Agent hereunder by a successor Agent, such successor Agent shall be entitled
to receive from the retiring Agent such documents of transfer and assignment as such successor
Agent may reasonably request, and shall thereupon succeed to and become vested with all rights,
powers, privileges and duties of the retiring Agent, and the retiring Administrative Agent shall be
discharged from its duties and obligations under the Loan Documents. After any retiring Agent’s
resignation hereunder as the an Agent, the provisions of this Article shall inure to its benefit as
to any actions taken or omitted to be taken by it while it was an Agent under the Loan Documents,
and Section 10.3 and Section 10.4 shall continue to inure to its benefit.



SECTION 9.5 Loans by the Agents. The Agents shall have the same rights and powers
with respect to (a) the Credit Extensions made by it or any of its Affiliates, and (b) the Notes
held by it or any of its Affiliates as any other Lender and may exercise the same as if it were not
an Agent. CS, National City and their Affiliates may accept deposits from, lend money to, and
generally engage in any kind of business with the Borrowers or any Subsidiary or Affiliate of the
Borrowers as if such Agent were not an Agent hereunder.



SECTION 9.6 Credit Decisions. Each Lender acknowledges that it has, independently of
each Agent and each other Lender, and based on such Lender’s review of the financial information of
the Borrowers (and hereby acknowledges that it has not received copies of the Company’s audited
financial statements for Fiscal Year 2005 and is making Loans hereunder without reliance thereon),
the Loan Documents (the terms and provisions of which being satisfactory to such Lender) and such
other documents, information and investigations as such Lender has deemed appropriate, made its own
credit decision to extend its Commitments. Each Lender also acknowledges that it will,
independently of each Agent and each other Lender, and based on such other documents, information
and investigations as it shall deem appropriate at any time, continue to make its own credit
decisions as to exercising or not exercising from time to time any rights and privileges available
to it under the Loan Documents. Each Lender acknowledges that the Obligations are secured by Liens
that are pari passu with the Liens securing the Indebtedness and other obligations
under the Indentures.



SECTION 9.7 Copies, etc. Each Administrative Agent shall give prompt notice to each
Lender of each notice or request required or permitted to be given to such Administrative Agent by
the Borrowers pursuant to the terms of the Loan Documents (unless concurrently delivered to the
Lenders by the Borrower). Each Administrative Agent will distribute to each Lender each document
or instrument received for its account and copies of all other communications received by such
Administrative Agent from the Borrowers for distribution to the Lenders by such Administrative
Agent in accordance with the terms of the Loan Documents.



SECTION 9.8 Reliance by the Agents. The Agents shall be entitled to rely upon any
certification, notice or other communication (including any thereof by telephone, telecopy,
telegram or cable) believed by it to be genuine and correct and to have been signed or sent by or
on behalf of the proper Person, and upon advice and statements of legal counsel, independent
accountants and other experts selected by such Agent. As to any matters not expressly provided for
by the Loan Documents, the Agents shall in all cases be fully protected in acting, or in refraining
from acting, thereunder in accordance with instructions given by the Required Lenders or all of the
Lenders as is required in such circumstance, and such instructions of such Lenders and any action
taken or failure to act pursuant thereto shall be binding on all Secured Parties. For purposes of
applying amounts in accordance with this Section, the Agents shall be entitled to rely upon any
Secured Party that has entered into a Rate Protection Agreement with any Obligor for a
determination (which such Secured Party agrees to provide or cause to be provided upon request of
the Administrative Agent) of the outstanding Obligations owed to such Secured Party under any Rate
Protection Agreement. Unless it has actual knowledge evidenced by way of written notice from any
such Secured Party and the Company to the contrary, the Administrative Agents, in acting in such
capacity under the Loan Documents, shall be entitled to assume that no Rate Protection Agreements
or Obligations in respect thereof are in existence or outstanding between any Secured Party and any
Obligor.



SECTION 9.9 Defaults. No Agent shall be deemed to have knowledge or notice of the
occurrence of a Default unless an Administrative Agent has received a written notice from a Lender
or the Company specifying such Default and stating that such notice is a “Notice of Default”. In
the event that an Administrative Agent receives such a notice of the occurrence of a Default, such
Administrative Agent shall give prompt notice thereof to the Lenders. The Agents shall (subject to
Section 10.1 and the Collateral Sharing Agreement) take such action with respect to such
Default as shall be directed by the Required Lenders; provided that subject to the
Collateral Sharing Agreement, unless and until the Agents shall have received such directions, the
Agents may (but shall not be obligated to) take such action, or refrain from taking such action,
with respect to such Default as it shall deem advisable in the best interest of the Secured Parties
except to the extent that this Agreement expressly requires that such action be taken, or not be
taken, only with the consent or upon the authorization of the Required Lenders or all Lenders.



SECTION 9.10 Posting of Approved Electronic Communications.




(a) The Borrowers hereby agree, unless directed otherwise by an Administrative Agent or
unless the electronic mail address referred to below has not been provided by such
Administrative Agent to the Borrowers, that it will, or will cause its Subsidiaries to,
provide to such Administrative Agent all information, documents and other materials that it
is obligated to furnish to such Administrative Agent pursuant to the Loan Documents or to
the Lenders under Section 7.1.1, including all notices, requests, financial
statements, financial and other reports, certificates and other information materials, but
excluding any such communication that (i) is or relates to a Borrowing Request, a
Continuation/Conversion Notice or an Issuance Request, (ii) relates to the payment of any
principal or other amount due under this Agreement prior to the scheduled date therefor,
(iii) provides notice of any Default under this Agreement or any other Loan Document or (iv)
is required to be delivered to satisfy any condition precedent to the effectiveness of this
Agreement and/or any Borrowing or other extension of credit hereunder (all such non-excluded
communications being referred to herein collectively as “Communications”), by
transmitting the Communications in an electronic/soft medium that is properly identified in
a format acceptable to the Administrative Agents to an electronic mail address as directed
by such Administrative Agent. In addition, the Company agrees, and agrees to cause its
Subsidiaries, to continue to provide the Communications to the Administrative Agents or the
Lenders, as the case may be, in the manner specified in the Loan Documents but only to the
extent requested by such Administrative Agent.




(b) The Borrowers further agree that the Administrative Agents may make the
Communications available to the Lenders by posting the Communications on Intralinks or a
substantially similar electronic transmission system (the “Platform”).




(c) THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE INDEMNIFIED PARTIES DO
NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE
PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO
WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING 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 INDEMNIFIED PARTIES IN CONNECTION
WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE INDEMNIFIED PARTIES HAVE ANY
LIABILITY TO ANY OBLIGOR, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR
NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING
OUT OF ANY OBLIGOR’S OR THE ADMINISTRATIVE AGENTS’ TRANSMISSION OF COMMUNICATIONS THROUGH
THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY INDEMNIFIED PARTY IS FOUND IN A
FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH
INDEMNIFIED PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.




(d) Each Administrative Agent agrees that the receipt of the Communications by such
Administrative Agent at its e-mail address delivered to the Borrowers shall constitute
effective delivery of the Communications to such Administrative Agent for purposes of the
Loan Documents. Each Lender agrees that receipt of notice to it (as provided in the next
sentence) specifying that the Communications have been posted to the Platform shall
constitute effective delivery of the Communications to such Lender for purposes of the Loan
Documents. Each Lender agrees to notify the applicable Administrative Agent in writing
(including by electronic communication) from time to time of such Lender’s e-mail address to
which the foregoing notice may be sent by electronic transmission and that the foregoing
notice may be sent to such e-mail address.




(e) Nothing herein shall prejudice the right of the Administrative Agents or any Lender
to give any notice or other communication pursuant to any Loan Document in any other manner
specified in such Loan Document.



SECTION 9.11 Joint Lead Arrangers, Documentation Agent and Syndication Agent.
Notwithstanding anything else to the contrary contained in this Agreement or any other Loan
Document, the Joint Lead Arrangers, Joint Bookrunners, the Documentation Agent and the Syndication
Agent, in their respective capacities as such, each in such capacity, shall have no duties or
responsibilities under this Agreement or any other Loan Document nor any fiduciary relationship
with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or otherwise exist against such Person in such
capacity. Each Joint Lead Arranger shall at all times have the right to receive current copies of
the Registers and any other information relating to the Lenders and the Loans that they may request
from the Administrative Agents.



ARTICLE X




MISCELLANEOUS PROVISIONS




SECTION 10.1 Waivers, Amendments, etc. The provisions of each Loan Document (other
than Rate Protection Agreements, Letters of Credit or the Fee Letter, which shall be modified only
in accordance with their respective terms) may from time to time be amended, modified or waived, if
such amendment, modification or waiver is in writing and consented to by the Company and the
Required Lenders; provided that no such amendment, modification or waiver shall:




(a) modify clause (b) of Section 4.7 or Section 4.8 (as it
relates to sharing of payments) or this Section, in each case, without the consent of all
Lenders;




(b) increase the aggregate amount of any Credit Extensions required to be made by a
Lender pursuant to its Commitments, extend the final Revolving Loan Commitment Termination
Date of Credit Extensions made (or participated in) by a Lender or extend the final Stated
Maturity Date for any Lender’s Loan, in each case without the consent of such Lender (it
being agreed, however, that any vote to rescind any acceleration made pursuant to
Section 8.2 and Section 8.3 of amounts owing with respect to the Loans and
other Obligations shall only require the vote of the Required Lenders);




(c) reduce (by way of forgiveness), the principal amount of or reduce the rate of
interest on any Lender’s Loan, reduce any fees described in Article III payable to
any Lender or extend the date on which interest or fees are payable in respect of such
Lender’s Loans, in each case without the consent of such Lender (provided that the
vote of Required Lenders shall be sufficient to waive the payment, or reduce the increased
portion, of interest accruing under Section 3.2.2);




(d) reduce the percentage set forth in the definition of “Required Lenders” or modify
any requirement hereunder that any particular action be taken by all Lenders without the
consent of all Lenders;




(e) increase the Stated Amount of any Letter of Credit unless consented to by the
Issuer of such Letter of Credit;




(f) except as otherwise expressly provided in a Loan Document, release (i) the
Borrowers from their Obligations under the Loan Documents or any Guarantor from its
obligations under a Guaranty or (ii) all or substantially all of the collateral under the
Loan Documents, in each case without the consent of all Lenders;




(g) amend, modify or waive after the Closing Date any condition precedent set forth in
Section 5.2 (or any Default to the extent such amendment, waiver or other
modification would enable the Borrowers to satisfy clause (b) of Section
5.2.1) unless consented to by the Required Revolving Lenders; or




(h) affect adversely the interests, rights or obligations of any Agent (in its capacity
as such Agent), any Issuer (in its capacity as Issuer), or the Swing Line Lender (in its
capacity as Swing Line Lender) unless consented to by such Person, as the case may be.



No failure or delay on the part of any Secured Party in exercising any power or right under any
Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any
such power or right preclude any other or further exercise thereof or the exercise of any other
power or right. No notice to or demand on any Obligor in any case shall entitle it to any notice
or demand in similar or other circumstances. No waiver or approval by any Secured Party under any
Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to
subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar
waiver or approval thereafter to be granted hereunder.



SECTION 10.2 Notices; Time. Except as otherwise provided in clause (d) of
Section 9.10, All notices and other communications provided under each Loan Document shall
be in writing or by facsimile and addressed, delivered or transmitted, if to the Borrowers, the
Agents, a Lender or an Issuer, to the applicable Person at its address or facsimile number set
forth on Schedule II hereto or set forth in the Lender Assignment Agreement, or at such
other address or facsimile number as may be designated by such party in a notice to the other
parties. Any notice, if mailed and properly addressed with postage prepaid or if properly
addressed and sent by pre-paid courier service, shall be deemed given when received; any notice, if
transmitted by facsimile, shall be deemed given when the confirmation of transmission thereof is
received by the transmitter. Electronic mail and Internet and intranet websites may be used only
to distribute routine communications by the Administrative Agents to the Lenders, such as financial
statements and other information as provided in Section 7.1.1 and for the distribution and
execution of Loan Documents for execution by the parties thereto, and may not be used for any other
purpose. The parties hereto agree that delivery of an executed counterpart of a signature page to
this Agreement and each other Loan Document by facsimile (or electronic transmission) shall be
effective as delivery of an original executed counterpart of this Agreement or such other Loan
Document. Unless otherwise indicated, all references to the time of a day in a Loan Document shall
refer to New York time.



SECTION 10.3 Payment of Costs and Expenses. The Borrowers agree to pay on demand all
expenses of the Agent (including the reasonable fees and out-of-pocket expenses of Mayer, Brown,
Rowe & Maw LLP, counsel to the Agents and of local counsel, if any, who may be retained by or on
behalf of the Agents) in connection with:




(a) the negotiation, preparation, execution and delivery of each Loan Document,
including schedules and exhibits, and any amendments, waivers, consents, supplements or
other modifications to any Loan Document as may from time to time hereafter be required,
whether or not the transactions contemplated hereby are consummated;




(b) the actual costs of filing or recording of any Loan Document (including the Filing
Statements) and all amendments, supplements, amendment and restatements and other
modifications to any thereof, searches made following the Closing Date in jurisdictions
where Filing Statements (or other documents evidencing Liens in favor of the Secured
Parties) have been recorded and any and all other documents or instruments of further
assurance required to be filed or recorded by the terms of any Loan Document; and




(c) the preparation and review of the form of any document or instrument relevant to
any Loan Document.



The Borrowers further agrees to pay, and to save each Secured Party harmless from all liability
for, any stamp or other taxes which may be payable in connection with the execution or delivery of
each Loan Document, the Credit Extensions or the issuance of the Notes. The Borrowers also agree
to reimburse the Agents and each Lender upon demand for all reasonable out-of-pocket expenses
(including reasonable attorneys’ fees and legal expenses of counsel to the Agents) incurred by the
Agents or such Lender in connection with (x) the negotiation of any restructuring or “work-out”
with the Borrowers, whether or not consummated, of any Obligations and (y) the enforcement of any
Obligations.



SECTION 10.4 Indemnification. In consideration of the execution and delivery of this
Agreement by each Secured Party, the Borrowers hereby indemnify, exonerate and hold each Secured
Party, each Joint Lead Arranger, the Documentation Agent, the Syndication Agent and each of their
respective officers, directors, employees and agents (collectively, the “Indemnified
Parties”) free and harmless from and against any and all actions, causes of action, suits,
losses, costs, liabilities and damages, and expenses incurred in connection therewith (irrespective
of whether any such Indemnified Party is a party to the action for which indemnification hereunder
is sought), including reasonable attorneys’ fees and disbursements, whether incurred in connection
with actions between or among the parties hereto or the parties hereto and third parties
(collectively, the “Indemnified Liabilities”), incurred by the Indemnified Parties or any
of them as a result of, or arising out of, or relating to:




(a) any transaction financed or to be financed in whole or in part, directly or
indirectly, with the proceeds of any Credit Extension, including all Indemnified Liabilities
arising in connection with the Transaction;




(b) the entering into and performance of any Loan Document by any of the Indemnified
Parties (including any action brought by or on behalf of the Company as the result of any
determination by the Required Lenders pursuant to Article V not to fund any Credit
Extension, provided that any such action is resolved in favor of such Indemnified
Party);




(c) any investigation, litigation or proceeding related to any acquisition or proposed
acquisition by any Obligor or any Subsidiary thereof of all or any portion of the Capital
Securities or assets of any Person, whether or not an Indemnified Party is party thereto;




(d) any investigation, litigation or proceeding related to any environmental cleanup,
audit, compliance or other matter relating to the protection of the environment or the
Release by any Obligor or any Subsidiary thereof of any Hazardous Material;




(e) the presence on or under, or the escape, seepage, leakage, spillage, discharge,
emission, discharging or releases from, any real property owned or operated by any Obligor
or any Subsidiary thereof of any Hazardous Material (including any losses, liabilities,
damages, injuries, costs, expenses or claims asserted or arising under any Environmental
Law), regardless of whether caused by, or within the control of, such Obligor or Subsidiary;
or




(f) each Lender’s Environmental Liability (the indemnification herein shall survive
repayment of the Obligations and any transfer of the property of any Obligor or its
Subsidiaries by foreclosure or by a deed in lieu of foreclosure for any Lender’s
Environmental Liability, regardless of whether caused by, or within the control of, such
Obligor or such Subsidiary);



except for Indemnified Liabilities arising for the account of a particular Indemnified Party by
reason of the relevant Indemnified Party’s gross negligence or willful misconduct. In no event
shall the Indemnified Parties have any liability to any Obligor, any Lender or any other Person for
incidental or consequential damages of any kind as a result of, or arising out of, or relating to
any of the items described in clause (a) through (f) above. Each Obligor and its
successors and assigns hereby waive, release and agree not to make any claim or bring any cost
recovery action against, any Indemnified Party under CERCLA or any state equivalent, or any similar
law now existing or hereafter enacted. It is expressly understood and agreed that to the extent
that any Indemnified Party is strictly liable under any Environmental Laws, each Obligor’s
obligation to such Indemnified Party under this indemnity shall likewise be without regard to fault
on the part of any Obligor with respect to the violation or condition which results in liability of
an Indemnified Party. If and to the extent that the foregoing undertaking may be unenforceable for
any reason, each Obligor agrees to make the maximum contribution to the payment and satisfaction of
each of the Indemnified Liabilities which is permissible under applicable law.



SECTION 10.5 Survival. The obligations of the Borrowers under Sections 4.3,
4.4, 4.5, 4.6, 10.3 and 10.4, and the obligations of the
Lenders under Section 9.1, shall in each case survive any assignment from one Lender to
another (in the case of Sections 10.3 and 10.4) and the occurrence of the
Termination Date. The representations and warranties made by each Obligor in each Loan Document
shall survive the execution and delivery of such Loan Document.



SECTION 10.6 Severability. Any provision of any Loan Document which is prohibited or
unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions
of such Loan Document or affecting the validity or enforceability of such provision in any other
jurisdiction.



SECTION 10.7 Headings. The various headings of each Loan Document are inserted for
convenience only and shall not affect the meaning or interpretation of such Loan Document or any
provisions thereof.



SECTION 10.8 Execution in Counterparts, Effectiveness, etc. This Agreement may be
executed by the parties hereto in several counterparts, each of which shall be an original and all
of which shall constitute together but one and the same agreement. This Agreement shall become
effective when counterparts hereof executed on behalf of the Borrowers, the Administrative Agents
and each Lender (or notice thereof satisfactory to the Administrative Agents), shall have been
received by the Administrative Agents.



SECTION 10.9 Governing Law; Entire Agreement. EACH LOAN DOCUMENT (OTHER THAN THE
LETTERS OF CREDIT, TO THE EXTENT SPECIFIED BELOW AND EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN A
LOAN DOCUMENT) WILL EACH BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF
THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK). EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF CREDIT, OR IF NO LAWS
OR RULES ARE DESIGNATED, THE INTERNATIONAL STANDBY PRACTICES (ISP98—INTERNATIONAL CHAMBER OF
COMMERCE PUBLICATION NUMBER 590 (THE “ISP RULES”)) AND, AS TO MATTERS NOT GOVERNED BY THE
ISP RULES, THE INTERNAL LAWS OF THE STATE OF NEW YORK. The Loan Documents constitute the entire
understanding among the parties hereto with respect to the subject matter thereof and supersede any
prior agreements, written or oral, with respect thereto.



SECTION 10.10 Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and assigns;
provided that the Borrowers may not assign or transfer its rights or obligations hereunder
without the consent of all Lenders.



SECTION 10.11 Sale and Transfer of Credit Extensions; Participations in Credit Extensions;
Notes. Each Lender may assign, or sell participations in, its Loans, Letters of Credit and
Commitments to one or more other Persons in accordance with the terms set forth below.




(a) Any Lender may, with the consent of (x) the applicable Administrative Agent (such
consent not to be unreasonably withheld or delayed); provided that such consent
shall not be required for assignments to an Affiliate of a Lender or an Approved Fund, and
(y) each Issuer in the case of any assignment of a Revolving Loan Commitment (such consent
not to be unreasonably withheld or delayed), assign to one or more Eligible Assignees all or
a portion of its rights and obligations under this Agreement (including all or a portion of
its Commitments or Loans at the time owing to it); provided that:




(i) the aggregate amount of the Commitments (which for this purpose includes
Loans outstanding thereunder), or principal outstanding balance of the Loans of the
assigning Lender subject to each such assignment (determined as of the date the
Lender Assignment Agreement with respect to such assignment is delivered to such
Administrative Agent) shall not be less than $1,000,000, unless (A) such
Administrative Agent and, so long as no Event of Default has occurred and is
continuing, the Company otherwise consents (each such consent not to be unreasonably
withheld or delayed); (B) such assignment is an assignment of the entire remaining
amount of the assigning Lender’s Commitments or Loans at the time owing to it, (C)
such assignment is an assignment to a Lender or an Affiliate of a Lender or an
Approved Fund with respect to a Lender, (D) such assignment is an assignment during
the Primary Syndication or (E) such assignment is to one or more Eligible Assignees
managed by an Affiliate of such Eligible Assignee(s) and the aggregate amount of
such assignments is not less than $1,000,000;




(ii) each partial assignment shall be made as an assignment of a proportionate
part of all the assigning Lender’s rights and obligations under this Agreement with
respect to the Loans, and/or the Commitments assigned, except that this clause (ii)
shall not prohibit any Lender from assigning all or a portion of its rights and
obligations among separate tranches on a non-pro rata basis; and




(iii) the parties to each assignment shall (A) electronically execute and
deliver to the applicable Administrative Agent a Lender Assignment Agreement via an
electronic settlement system acceptable to such Administrative Agent (an
“ESS”) or (B) with the consent of the applicable Administrative Agent,
manually execute and deliver to such Administrative Agent a Lender Assignment
Agreement, together with, in either case, a processing and recordation fee of $3,500
(which fee may be waived or reduced in the sole discretion of such Administrative
Agent); provided that only one processing and recordation fee of $3,500
shall be required to be paid in connection with the simultaneous assignment by a
Lender to multiple Approved Funds of such Lender, and if the Eligible Assignee is
not already a Lender, administrative details information with respect to such
Eligible Assignee and applicable tax forms.




(b) Subject to acceptance and recording thereof by the applicable Administrative Agent
pursuant to clause (c), from and after the effective date specified in each Lender
Assignment Agreement, (i) the Eligible Assignee thereunder shall be a party hereto and, to
the extent of the interest assigned by such Lender Assignment Agreement, have the rights and
obligations of a Lender under this Agreement, and (ii) the assigning Lender thereunder
shall, to the extent of the interest assigned by such Lender Assignment Agreement, subject
to Section 10.5, be released from its obligations under this Agreement (and, in the
case of a Lender Assignment Agreement covering all of the assigning Lender’s rights and
obligations under this Agreement, such Lender shall cease to be a party hereto, but shall
continue to be entitled to the benefits of any provisions of this Agreement which by their
terms survive the termination of this Agreement). If the consent of the Company to an
assignment or to an Eligible Assignee is required hereunder (including a consent to an
assignment which does not meet the minimum assignment thresholds specified in this Section),
the Company shall be deemed to have given its consent five Business Days after the date
notice thereof has been delivered by the assigning Lender (through the Administrative Agents
or an ESS) unless such consent is expressly refused by the Company prior to such fifth day.




(c) The Administrative Agents shall record each assignment made in accordance with this
Section in the applicable Register pursuant to clause (a) of Section 2.8.
The Registers shall be available for inspection by the Borrowers and any Lender, at any
reasonable time upon reasonable prior notice to the Administrative Agents.




(d) Any Lender may, without the consent of, or notice to, any Person, sell
participations to one or more Persons (other than Ineligible Assignees) (a
“Participant”) in all or a portion of such Lender’s rights or obligations under the
Loan Documents (including all or a portion of its Commitments or the Loans owing to it);
provided that (i) such Lender’s obligations under the Loan Documents shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for
the performance of such obligations and (iii) the Borrowers, the Agents and the other
Lenders shall continue to deal solely and directly with such Lender in connection with such
Lender’s rights and obligations under the Loan Documents. Any agreement or instrument
pursuant to which a Lender sells a participation shall provide that such Lender shall retain
the sole right to enforce the rights and remedies of a Lender under the Loan Documents and
to approve any amendment, modification or waiver of any provision of the Loan Documents;
provided that such agreement or instrument may provide that such Lender will not,
without the consent of the Participant, take any action of the type described in
clauses (a) through (d) or clause (f) of Section 10.1 with
respect to Obligations participated in by that Participant. Subject to clause (f),
the Borrowers agrees that each Participant shall be entitled to the benefits of
Sections 4.3, 4.4, 4.5, 4.6, 7.1.1, 10.3 and
10.4 to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to clause (c). To the extent permitted by law, each Participant
also shall be entitled to the benefits of Section 4.9 as though it were a Lender,
but only if such Participant agrees to be subject to Section 4.8 as though it were a
Lender.




(e) A Participant shall not be entitled to receive any greater payment under
Section 4.3, 4.4, 4.5, 4.6, 10.3 or 10.4
than the applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to such
Participant is made with the Company’s prior written consent. A Participant that would be a
Non-U.S. Secured Party if it were a Lender shall not be entitled to the benefits of
Section 4.6 unless the Company is notified of the participation sold to such
Participant and such Participant agrees, for the benefit of the Borrowers, to comply with
the requirements set forth in Section 4.6 as though it were a Lender. Any Lender
that sells a participating interest in any Loan, Commitment or other interest to a
Participant under this Section shall indemnify and hold harmless the Borrowers and the
Agents from and against any taxes, penalties, interest or other costs or losses (including
reasonable attorneys’ fees and expenses) incurred or payable by the Borrowers or the
Administrative Agents as a result of the failure of the Borrowers or the Administrative
Agents to comply with its obligations to deduct or withhold any Taxes from any payments made
pursuant to this Agreement to such Lender or the Administrative Agents, as the case may be,
which Taxes would not have been incurred or payable if such Participant had been a Non-U.S.
Lender that was entitled to deliver to the Borrowers, the applicable Administrative Agent or
such Lender, and did in fact so deliver, a duly completed and valid Form W-8BEN or W-8ECI
(or applicable successor form) entitling such Participant to receive payments under this
Agreement without deduction or withholding of any United States federal taxes.




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




(g) Notwithstanding anything to the contrary contained herein, any Lender (a
“Granting Lender”) may grant to a special purpose funding vehicle (a “SPC”),
identified as such in writing from time to time by the Granting Lender to the Administrative
Agents and the Company, the option to provide to the Company all or any part of any Loan
that such Granting Lender would otherwise be obligated to make to the Company pursuant to
this Agreement; provided that (x) nothing herein shall constitute a commitment by
any SPC to make any Loans and (y) if an SPC elects not to exercise such option or otherwise
fails to provide all or any part of such Loan, the Granting Lender shall be obligated to
make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall
utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were
made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable
for any indemnity or similar payment obligation under this Agreement (all liability for
which shall remain with the Granting Lender). In furtherance of the foregoing, each party
hereto hereby agrees (which agreement shall survive the termination of this Agreement) that,
prior to the date that is one year and one day after the payment in full of all outstanding
commercial paper or other senior indebtedness of any SPC, it will not institute against, or
join any other person in instituting against, such SPC any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under the laws of the United States or
any State thereof. In addition, notwithstanding anything to the contrary contained in this
clause, any SPC may (i) with notice to, but without the prior written consent of, the
Company or the Administrative Agents and without paying any processing fee therefor, assign
all or a portion of its interests in any Loans to the Granting Lender or to any financial
institutions (consented to by the Company, and the Administrative Agents) providing
liquidity and/or credit support to or for the account of such SPC to support the funding or
maintenance of Loans and (ii) disclose on a confidential basis any non-public information
relating to its Loans to any rating agency, commercial paper dealer or provider of any
surety, guarantee or credit or liquidity enhancement to such SPC. This Section may not be
amended without the written consent of the SPC. The Company acknowledges and agrees,
subject to the next sentence, that, to the fullest extent permitted under applicable law,
each SPC, for purposes of Sections 4.3, 4.4, 4.5, 4.6,
4.8, 4.9, 10.3 and 10.4, shall be considered a Lender. The
Borrowers shall not be required to pay any amount under Sections 4.3, 4.4,
4.5, 4.6, 10.3 and 10.4 that is greater than the amount
which it would have been required to pay had no grant been made by a Granting Lender to an
SPC.



SECTION 10.12 Other Transactions. Nothing contained herein shall preclude the
Administrative Agents, any Issuer or any other Lender from engaging in any transaction, in addition
to those contemplated by the Loan Documents, with any Borrower or any of its Affiliates in which
such Borrower or such Affiliate is not restricted hereby from engaging with any other Person.



SECTION 10.13 Forum Selection and Consent to Jurisdiction. ANY LITIGATION BASED
HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, ANY LOAN DOCUMENT, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE
AGENTS, THE LENDERS, ANY ISSUER OR THE BORROWERS IN CONNECTION HEREWITH OR THEREWITH MAY BE BROUGHT
AND MAINTAINED IN THE COURTS OF THE STATE OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR
THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY
COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE AGENTS’ OPTION, IN THE COURTS OF ANY
JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND, AND, BY EXECUTION AND DELIVERY
OF THIS AGREEMENT, EACH PERSON PARTY HERETO HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF
ITS PROPERTY, GENERALLY AND UNCONDITIONAL, THE NONEXCLUSIVE JURISDICTION OF SUCH COURTS. THE
BORROWERS IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY
PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK AT THE ADDRESS FOR NOTICES SPECIFIED IN
SECTION 10.2. THE BORROWERS HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF
ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH
LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT THE BORROWERS HAVE 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 OR
OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE BORROWERS HEREBY IRREVOCABLY WAIVE TO THE
FULLEST EXTENT PERMITTED BY LAW SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THE LOAN
DOCUMENTS.



SECTION 10.14 Waiver of Jury Trial. EACH ADMINISTRATIVE AGENT, EACH LENDER, EACH
ISSUER AND EACH BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE TO THE FULLEST
EXTENT PERMITTED BY LAW ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, EACH LOAN DOCUMENT, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF SUCH ADMINISTRATIVE
AGENT, SUCH LENDER, SUCH ISSUER OR EACH BORROWER IN CONNECTION THEREWITH. THE BORROWERS
ACKNOWLEDGE AND AGREE THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION
(AND EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS
PROVISION IS A MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE AGENTS, EACH LENDER AND EACH ISSUER
ENTERING INTO THE LOAN DOCUMENTS.



SECTION 10.15 Patriot Act. Each Lender that is subject to Section 326 of the Patriot
Act and/or the Administrative Agents and/or the Joint Lead Arrangers (each of the foregoing acting
for themselves and not acting on behalf of any of the Lenders) hereby notify the Borrowers that
pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record
information that identifies the Borrowers, which information includes the name and address of the
Borrowers and other information that will allow such Lender, the Administrative Agents or the Joint
Lead Arrangers, as the case may be, to identify the Borrowers in accordance with the Patriot Act.



SECTION 10.16 Judgment Currency. The Obligations of each Obligor in respect of any
sum due to any Secured Party under or in respect of any Loan Document shall, notwithstanding any
judgment in a currency (the “Judgment Currency”) other than the currency in which such sum
was originally denominated (the “Original Currency”), be discharged only to the extent that
on the Business Day following receipt by such Secured Party or any sum adjudged to be so due in the
Judgment Currency, such Secured Party, in accordance with normal banking procedures, purchases the
Original Currency with the Judgment Currency. If the amount of Original Currency so purchased is
less than the sum originally due to such Secured Party, the Borrowers agree, as a separate
obligation and notwithstanding any such judgment, to indemnify such Lender, such Secured Party, as
the case may be, against such loss, and if the amount of Original Currency so purchased exceeds the
sum originally due to such Secured Party, as the case may be, such Secured Party, as the case may
be, agrees to remit such excess to the Borrowers.



SECTION 10.17 Confidentiality. (a) Subject to the provisions of clause (b) of
this Section, each Lender agrees that it will follow its customary procedures in an effort not to
disclose without the prior consent of the Company (other than to its employees, auditors, advisors
or counsel or to another Lender if the Lender or such Lender’s holding or parent company in its
sole discretion determines that any such party should have access to such information, provided
such Persons shall be subject to the provisions of this Section to the same extent as such Lender)
any confidential information which is now or in the future furnished pursuant to this Agreement or
any other Loan Document; provided that any Lender may disclose any such information (i) as
has become generally available to the public other than by virtue of a breach of this clause by the
respective Lender or any other Person to whom such Lender has provided such information as
permitted by this Section, (ii) as may be required or appropriate in any report, statement or
testimony submitted to any municipal, state, provincial or Federal regulatory body having or
claiming to have jurisdiction over such Lender or to the Federal Reserve Board or the Federal
Deposit Insurance Corporation or similar organizations (whether in the United States or elsewhere)
or their successors, (iii) as may be required or appropriate in respect to any summons or subpoena
or in connection with any litigation, (iv) in order to comply with any law, order, regulation or
ruling applicable to such Lender, (v) to the Administrative Agents, (vi) to any pledgee referred to
in clause (f) of Section 10.11 or any prospective or actual transferee or
participant in connection with any contemplated transfer or participation of any of the Notes or
Commitments or any interest therein by such Lender; provided that such prospective
transferee agrees to be bound by the confidentiality provisions contained in this Section, (vii) to
any direct or indirect contractual counterparty in swap agreements or such contractual
counterparty’s professional advisor (so long as such contractual counterparty or professional
advisor to such contractual counterparty agrees to be bound by the provisions of this Section) and
(viii) to the National Association of Insurance Commissioners or any similar organization or any
nationally recognized rating agency that requires access to information about a Lender’s investment
portfolio in connection with ratings issued with respect to such Lender. For purposes of this
Section 10.17, all information furnished to the Lenders by the Company or any of its
Affiliates shall be deemed public information unless prior to or concurrently with the delivery of
such information, the Lenders have been notified otherwise by the Company or such Affiliate.



(b) The Borrowers hereby acknowledge and agree that each Lender may share with any of its
Affiliates, and such Affiliates may share with such Lender, any information related to the Company
or any of its Subsidiaries, provided such Persons shall be subject to the provisions of this
Section to the same extent as such Lender.



Notwithstanding the foregoing paragraphs of this Section, any party to this Agreement (and
each Affiliate, director, officer, employee, agent or representative of the foregoing or such
Affiliate) may disclose to any and all persons, without limitation of any kind, the tax treatment
and tax structure of the transactions contemplated herein and all materials of any kind (including
opinions or other tax analyses) that are provided to such party relating to such tax treatment or
tax structure. The foregoing language is not intended to waive any confidentiality obligations
otherwise applicable under this Agreement except with respect to the information and materials
specifically referenced in the preceding sentence. This authorization does not extend to
disclosure of any other information, including (a) the identity of participants or potential
participants in the transactions contemplated herein, (b) the existence or status of any
negotiations, or (c) any financial, business, legal or personal information of or regarding a party
or its affiliates, or of or regarding any participants or potential participants in the
transactions contemplated herein (or any of their respective affiliates), in each case to the
extent such other information is not related to the tax treatment or tax structure of the
transactions contemplated herein.



SECTION 10.18 Counsel Representation. EACH BORROWER ACKNOWLEDGES AND AGREES THAT IT
HAS BEEN REPRESENTED BY COMPETENT COUNSEL IN THE NEGOTIATION OF THIS AGREEMENT, AND THAT ANY RULE
OR CONSTRUCTION OF LAW ENABLING SUCH BORROWER TO ASSERT THAT ANY AMBIGUITIES OR INCONSISTENCIES IN
THE DRAFTING OR PREPARATION OF THE TERMS OF THIS AGREEMENT SHOULD DIMINISH ANY RIGHTS OR REMEDIES
OF THE ADMINISTRATIVE AGENTS OR THE OTHER SECURED PARTIES ARE HEREBY WAIVED BY SUCH BORROWER.



SECTION 10.19 Effect of Amendment and Restatement of the Existing Credit Agreement.
On the Amendment Effective Date, the Existing Credit Agreement shall be amended and restated in its
entirety. The parties hereto acknowledge and agree that (a) this Agreement and the other Loan
Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a
novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under
the Existing Credit Agreement as in effect prior to the Amendment Effective Date and which remain
outstanding, (b) the “Obligations” are in all respects continuing (as amended and restated hereby
and which are hereinafter subject to the terms herein) and (c) the Liens as granted under the
applicable Loan Documents securing payment of such “Obligations” are in all respects continuing and
in full force and effect (as assigned to the Collateral Agent for the benefit of the Secured
Parties pursuant to this Agreement and the other Loan Documents).



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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 day and year first above written.




FERRO CORPORATION




	 	 	 	By:
     






Name: Sallie B. Bailey




Title: Chief Financial Officer




1000 Lakeside Avenue


Cleveland, Ohio 44114


Facsimile No.: (216) 875-7275




Attention: General Counsel



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NATIONAL CITY BANK,




as the Revolving Loan Administrative Agent, the
Collateral Agent, the Issuer and a Lender




	 	 	 	By:
     






Name: Robert S. Coleman




Title: Senior Vice President




Revolving Loan Administrative Agent:


1900 East Ninth Street


Cleveland, Ohio 44114


Facsimile No.: (216) 222-9396


Attention: Robert S. Coleman




Collateral Agent:


629 Euclid Avenue


Cleveland, Ohio 44114


Facsimile No.: (216) 222-0103


Attention: Traci Sajewski



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CREDIT SUISSE, CAYMAN ISLANDS BRANCH,


as the Term Loan Administrative Agent and a Lender




	 	 	 	By:
     






Name: Brian T. Caldwell




Title: Director




	 	 	 	By:
     






Name:




Title:




	 	 	 	Eleven Madison Avenue






New York, New York 10010-3629




Facsimile No.: (212) 325 8321




Attention: Brian T. Caldwell



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[LENDER], as a Lender




	 	 	 	By:
     






Name:




Title:




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