exhibit10a.htm


    
      

    

    EXECUTION
      COPY

     

    TERM
      LOAN
      CREDIT AGREEMENT

     

    


    Dated
      as of
      December 3, 2007

    among

     

    ENERGIZER
      HOLDINGS, INC.

     

    THE
      INSTITUTIONS
      FROM TIME TO TIME

    PARTIES
      HERETO AS
      LENDERS

     

    JPMORGAN
      CHASE BANK, N.A.,

    as
      Administrative
      Agent,

     

    BANK
      OF
      AMERICA, N.A.,

    as
      Syndication
      Agent

    


    and

    


    CITIBANK,
      N.A., THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

    AND
      MIZUHO
      CORPORATE BANK, LTD.,

    as
      Documentation
      Agents

    


    


    ________________________________________________________________________

    


    J.P.
      MORGAN
      SECURITIES INC. and BANC OF AMERICA SECURITIES LLC,

    as
      Co-Lead
      Arrangers and Joint Bookrunners

    ________________________________________________________________________

     

    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    TABLE
      OF
      CONTENTS

     

     

    ARTICLE
      I:

     

    DEFINITIONS

     

    
      	
               

            	
              1.1  Certain
                Defined Terms

            


    

    
      	
               

            	
              1.2  References

            


    

     

    ARTICLE
      II:

     

    THE
      TERM
      LOAN FACILITY

     

    
      	
               

            	
              2.1  Loans.

            


    

    
      	
               

            	
              2.2  Repayment
                of Loans

            


    

    
      	
               

            	
              2.3  Rate
                Options for all Loans; Maximum Interest Periods

            


    

    
      	
               

            	
              2.4  Optional
                Prepayments

            


    

    
      	
               

            	
              2.5  Reduction
                of Commitments

            


    

    
      	
               

            	
              2.6  Method
                of Borrowing

            


    

    
      	
               

            	
              2.7  Method
                of Requesting the Advance

            


    

    
      	
               

            	
              2.8  Amount
                of the Advance

            


    

    
      	
               

            	
              2.9  Method
                of Selecting Types and Interest Periods for Conversion and Continuation
                of
                Loans.

            


    

    
      	
               

            	
              2.10  Default
                Rate

            


    

    
      	
               

            	
              2.11  Method
                of Payment

            


    

    
      	
               

            	
              2.12  Evidence
                of Debt; Noteless Agreement.

            


    

    
      	
               

            	
              2.13  Telephonic
                Notices

            


    

    
      	
               

            	
              2.14  Promise
                to Pay; Interest Payment Dates; Fees; Interest and Fee Basis.

            


    

    
      	
               

            	
              2.15  Notification
                of the Advance, Interest Rates and Prepayments

            


    

    
      	
               

            	
              2.16  Lending
                Installations

            


    

    
      	
               

            	
              2.17  Non-Receipt
                of Funds by the Administrative Agent

            


    

    
      	
               

            	
              2.18  Termination
                Date

            


    

    
      	
               

            	
              2.19  Replacement
                of Certain Lenders

            


    

     

    ARTICLE
      III:

     

    [RESERVED]

     

     

    ARTICLE
      IV:

     

    YIELD
      PROTECTION; TAXES

     

    
      	
               

            	
              4.1  Yield
                Protection

            


    

    
      	
               

            	
              4.2  Changes
                in Capital Adequacy Regulations

            


    

    
      	
               

            	
              4.3  Availability
                of Types of Loans

            


    

    
      	
               

            	
              4.4  Funding
                Indemnification

            


    

    
      	
               

            	
              4.5  Taxes.

            


    

    
      	
               

            	
              4.6  Lender
                Statements; Survival of Indemnity

            


    

     

    ARTICLE
      V:

     

    CONDITIONS
      PRECEDENT

     

    
      	
               

            	
              5.1  Closing
                Date

            


    

    
      	
               

            	
              5.2  Each
                Loan

            


    

     

    ARTICLE
      VI:

     

    REPRESENTATIONS
      AND WARRANTIES

     

    
      	
               

            	
              6.1  Organization;
                Corporate Powers

            


    

    
      	
               

            	
              6.2  Authority.

            


    

    
      	
               

            	
              6.3  No
                Conflict; Governmental Consents for the Borrower

            


    

    
      	
               

            	
              6.4  Financial
                Statements.

            


    

    
      	
               

            	
              6.5  No
                Material Adverse Change

            


    

    
      	
               

            	
              6.6  Taxes.

            


    

    
      	
               

            	
              6.7  Litigation;
                Loss Contingencies and Violations

            


    

    
      	
               

            	
              6.8  Subsidiaries

            


    

    
      	
               

            	
              6.9  ERISA

            


    

    
      	
               

            	
              6.10  Accuracy
                of Information

            


    

    
      	
               

            	
              6.11  Securities
                Activities

            


    

    
      	
               

            	
              6.12  Material
                Agreements

            


    

    
      	
               

            	
              6.13  Compliance
                with Laws

            


    

    
      	
               

            	
              6.14  Assets
                and Properties

            


    

    
      	
               

            	
              6.15  Statutory
                Indebtedness Restrictions

            


    

    
      	
               

            	
              6.16  Insurance

            


    

    
      	
               

            	
              6.17  Labor
                Matters

            


    

    
      	
               

            	
              6.18  Environmental
                Matters

            


    

    
      	
               

            	
              6.19  Solvency

            


    

    
      	
               

            	
              6.20  Benefits

            


    

     

    ARTICLE
      VII:

     

    COVENANTS

     

    
      	
               

            	
              7.1  Reporting

            


    

    
      	
               

            	
              7.2  Affirmative
                Covenants.

            


    

    
      	
               

            	
              7.3  Negative
                Covenants.

            


    

    
      	
               

            	
              7.4  Financial
                Covenants

            


    

     

    ARTICLE
      VIII:

     

    DEFAULTS

     

    
      	
               

            	
              8.1  Defaults

            


    

     

    ARTICLE
      IX:

     

    ACCELERATION,
      DEFAULTING LENDERS; WAIVERS, AMENDMENTS AND REMEDIES

     

    
      	
               

            	
              9.1  Termination
                of Commitments; Acceleration

            


    

    
      	
               

            	
              9.2  [Reserved.]

            


    

    
      	
               

            	
              9.3  Amendments

            


    

    
      	
               

            	
              9.4  Preservation
                of Rights

            


    

     

    ARTICLE
      X:

     

    GENERAL
      PROVISIONS

     

    
      	
               

            	
              10.1  Survival
                of Representations

            


    

    
      	
               

            	
              10.2  Governmental
                Regulation

            


    

    
      	
               

            	
              10.3  Performance
                of Obligations

            


    

    
      	
               

            	
              10.4  Headings

            


    

    
      	
               

            	
              10.5  Entire
                Agreement

            


    

    
      	
               

            	
              10.6  Several
                Obligations; Benefits of this Agreement

            


    

    
      	
               

            	
              10.7  Expenses;
                Indemnification.

            


    

    
      	
               

            	
              10.8  Numbers
                of Documents

            


    

    
      	
               

            	
              10.9  Accounting

            


    

    
      	
               

            	
              10.10  Severability
                of Provisions

            


    

    
      	
               

            	
              10.11  Nonliability
                of Lenders

            


    

    
      	
               

            	
              10.12  GOVERNING
                LAW

            


    

    
      	
               

            	
              10.13  CONSENT
                TO JURISDICTION; JURY TRIAL.

            


    

    
      	
               

            	
              10.14  Subordination
                of Intercompany Indebtedness

            


    

     

    ARTICLE
      XI:

     

    THE
      ADMINISTRATIVE AGENT

     

    
      	
               

            	
              11.1  Appointment
                and Authorization

            


    

    
      	
               

            	
              11.2  Administrative
                Agent and Affiliates

            


    

    
      	
               

            	
              11.3  Action
                by Administrative Agent and Liability of Administrative Agent

            


    

    
      	
               

            	
              11.4  Reliance
                on Documents and Counsel

            


    

    
      	
               

            	
              11.5  Employment
                of Agents

            


    

    
      	
               

            	
              11.6  Indemnification

            


    

    
      	
               

            	
              11.7  Successor
                Agent

            


    

    
      	
               

            	
              11.8  Credit
                Decision

            


    

    
      	
               

            	
              11.9  Administrative
                Agent, Arrangers, Syndication Agent, Documentation Agents

            


    

     

    ARTICLE
      XII:

     

    SETOFF;
      RATABLE PAYMENTS

     

    
      	
               

            	
              12.1  Setoff

            


    

    
      	
               

            	
              12.2  Ratable
                Payments

            


    

    
      	
               

            	
              12.3  Application
                of Payments

            


    

    
      	
               

            	
              12.4  Relations
                Among Lenders.

            


    

    
      	
               

            	
              12.5  Representations
                and Covenants Among Lenders

            


    

     

    ARTICLE
      XIII:

     

    BENEFIT
      OF
      AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

     

    
      	
               

            	
              13.1  Successors
                and Assigns

            


    

    
      	
               

            	
              13.2  Participations.

            


    

    
      	
               

            	
              13.3  Assignments.

            


    

    
      	
               

            	
              13.4  Confidentiality

            


    

     

    ARTICLE
      XIV:

     

    NOTICES

     

    
      	
               

            	
              14.1  Giving
                Notice.

            


    

    
      	
               

            	
              14.2  Change
                of Address

            


    

     

    ARTICLE
      XV:

     

    COUNTERPARTS

     

     

    ARTICLE
      XVI:

     

    USA
      PATRIOT
      ACT

     

    


    Exhibits

     

    EXHIBIT
      A                   --          Commitments

    
      	
              EXHIBIT
                B

            	
              --

            	
              Form
                of
                Borrowing/Election Notice

            


    

    
      	
              EXHIBIT
                C

            	
              --

            	
              Form
                of
                Assignment and Assumption

            


    

    
      	
              EXHIBIT
                D

            	
              --

            	
              Form
                of
                Borrower’s Counsel’s Opinion

            


    

    
      	
              EXHIBIT
                E

            	
              --

            	
              List
                of
                Closing Documents

            


    

    
      	
              EXHIBIT
                F

            	
              --

            	
              Form
                of
                Officer’s Certificate

            


    

    
      	
              EXHIBIT
                G

            	
              --

            	
              Form
                of
                Compliance Certificate

            


    

    
      	
              EXHIBIT
                H                  
                --

            	
              Form
                of
                Supplement to Subsidiary Guaranty

            


    

    


    Schedules

     

    Pricing
      Schedule

    


    Schedule
      1.1.1                             --           Permitted
      Existing Investments

    Schedule
      1.1.2                             --           Permitted
      Existing Liens

    Schedule
      1.1.3                             --           Permitted
      Existing Contingent Obligations

    Schedule
      6.3                                --           Conflicts;
      Governmental Consents

    Schedule
      6.7                                --           Litigation;
      Loss Contingencies

    Schedule
      6.8                                --           Subsidiaries

    Schedule
      6.18                              --           Environmental
      Matters

    Schedule
      7.3(G)                           --           Transactions
      with Shareholders and Affiliates

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    TERM
      LOAN
      CREDIT AGREEMENT

     

    This
      Term Loan
      Credit Agreement dated as of December 3, 2007 is entered into among
ENERGIZER HOLDINGS, INC., a Missouri corporation, the
      institutions from time to time parties hereto as Lenders and JPMORGAN
      CHASE BANK, N.A., in its capacity as Administrative Agent, BANK
      OF AMERICA, N.A., as Syndication Agent, and CITIBANK, N.A., THE
      BANK OF TOKYO-MITSUBISHI UFJ, LTD. and MIZUHO CORPORATE BANK,
      LTD., as Documentation Agents.  The parties hereto agree as
      follows:

     

    ARTICLE
      I: 

    DEFINITIONS

     

    1.1  Certain
      Defined
      Terms.  In addition to the terms defined above, the following
      terms used in this Agreement shall have the following meanings, applicable
      both
      to the singular and the plural forms of the terms defined.

     

    As
      used in this
      Agreement:

     

    “Accounting
      Change” is defined in Section 10.9 hereof.

     

    “Acquisition”
      means any transaction, or any series of related transactions, consummated on
      or
      after the date of this Agreement, by which the Borrower or any of its
      Subsidiaries (i) acquires any going business or all or substantially all of
      the
      assets of any firm, corporation or division thereof, whether through purchase
      of
      assets, merger or otherwise or (ii) directly or indirectly acquires (in one
      transaction or as the most recent transaction in a series of transactions)
      at
      least a majority (in number of votes) of the securities of a corporation which
      have ordinary voting power for the election of directors (other than securities
      having such power only by reason of the happening of a contingency) or a
      majority (by percentage of voting power) of the outstanding equity interests
      of
      another Person.

     

    “Administrative
      Agent” means JPMorgan in its capacity as contractual representative
      for itself and the Lenders pursuant to Article XI hereof and any
      successor Administrative Agent appointed pursuant to Article XI
      hereof.

     

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

     

    “Advance”
      means the borrowing hereunder made on the Closing Date in accordance with
Article II and consisting of the aggregate amount of the several Loans
      made by the Lenders to the Borrower.

     

    “Affected
      Lender” is defined in Section 2.19 hereof.

     

    “Affiliate”
      of any Person means any other Person directly or indirectly controlling,
      controlled by or under common control with such Person.  A Person
      shall be deemed to control another Person if the controlling Person is the
      “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act
      of 1934) of greater than ten percent (10%) or more of any class of voting
      securities (or other voting interests) of the controlled Person or possesses,
      directly or indirectly, the power to direct or cause the direction of the
      management or policies of the controlled Person, whether through ownership
      of
      Capital Stock, by contract or otherwise.

     

    “Aggregate
      Commitment” means the aggregate of the Commitments of all the
      Lenders, as may be reduced from time to time pursuant to the terms
      hereof.  The initial Aggregate Commitment is Six Hundred Million and
      00/100 Dollars ($600,000,000.00).

     

    “Agreement”
      means this Term Loan Credit Agreement, as it may be amended, restated,
      supplemented or otherwise modified and in effect from time to time.

     

    “Agreement
      Accounting Principles” means generally accepted accounting
      principles as in effect in the United States from time to time, applied in
      a
      manner consistent with that used in preparing the financial statements of the
      Borrower referred to in Section 6.4 hereof; provided,
however, except as provided in Section 10.9, that with respect to
      the calculation of financial ratios and other financial tests required by this
      Agreement, “Agreement Accounting Principles” means generally accepted accounting
      principles as in effect in the United States as of the date of this Agreement,
      applied in a manner consistent with that used in preparing the financial
      statements of the Borrower referred to in Section 6.4
      hereof.

     

    “Alternate
      Base Rate” means, for any day, a fluctuating rate of interest per
      annum equal to the higher of (i) the Prime Rate for such day and (ii) the sum
      of
      (a) the Federal Funds Effective Rate for such day and (b) one-half of one
      percent (0.5%) per annum.

     

    “Applicable
      Margin” means, as at any date of determination, the rate per annum
      then applicable to the Advance at such time, as set forth in the Pricing
      Schedule.

     

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

     

    “Arrangers”
      means J.P. Morgan Securities Inc. and Banc of America Securities LLC, in their
      respective capacities as the co-lead arrangers and joint bookrunners for the
      loan transaction evidenced by this Agreement.

     

    “Asset
      Sale” means, with respect to any Person, the sale, lease,
      conveyance, disposition or other transfer by such Person of any of its assets
      (including by way of a sale-leaseback transaction, and including the sale or
      other transfer of any of the Equity Interests of any Subsidiary of such Person)
      other than (i) the sale of Inventory in the ordinary course of business and
      (ii)
      the sale or other disposition of any obsolete manufacturing Equipment disposed
      of in the ordinary course of business.

     

    “Assignment
      and Assumption” means an assignment and assumption agreement
      entered into by a Lender and an assignee (with the consent of any party whose
      consent is required by Section 13.3), and accepted by the Administrative
      Agent, in the form of Exhibit C or any other form approved by the
      Administrative Agent.

     

    “Authorized
      Officer” means any of the president, any vice president (including
      any executive vice president), the chief financial officer or the treasurer
      of
      the Borrower, acting singly.

     

    “Bank
      of
      America” means Bank of America, N.A., in its individual capacity,
      and its successors.

     

    “Benefit
      Plan” means a defined benefit plan as defined in Section 3(35) of
      ERISA (other than a Multiemployer Plan or Foreign Pension Plan) in respect
      of
      which the Borrower or any other member of the Controlled Group is, or within
      the
      immediately preceding six (6) years was, an “employer” as defined in Section
      3(5) of ERISA.

     

    “Board”
      means the Board of Governors of the Federal Reserve System of the United States
      of America.

     

    “Borrower”
      means Energizer Holdings, Inc., a Missouri corporation, together with its
      successors and assigns, including a debtor-in-possession on behalf of the
      Borrower.

     

    “Borrowing/Election
      Notice” is defined in Section 2.7 hereof.

     

    “Business
      Day” means (i) with respect to any borrowing, payment or rate
      selection of Loans bearing interest at the Eurodollar Rate, a day (other than
      a
      Saturday or Sunday) on which banks are open for business in Chicago, Illinois
      and New York, New York and on which dealings in Dollars are carried on in the
      London interbank market and (ii) for all other purposes a day (other than a
      Saturday or Sunday) on which banks are open for business in Chicago, Illinois
      and New York, New York.

     

    “Capital
      Stock” means (i) in the case of a corporation, capital stock, (ii)
      in the case of an association or business entity, any and all shares, interests,
      participations, rights or other equivalents (however designated) of corporate
      stock, (iii) in the case of a partnership, partnership interests (whether
      general or limited) and (iv) any other interest or participation that confers
      on
      a Person the right to receive a share of the profits and losses of, or
      distributions of assets of, the issuing Person.

     

    “Capitalized
      Lease” of a Person means any lease of property by such Person as
      lessee which would be capitalized on a balance sheet of such Person prepared
      in
      accordance with Agreement Accounting Principles.

     

    “Capitalized
      Lease Obligations” of a Person means the amount of the obligations
      of such Person under Capitalized Leases which would be capitalized on a balance
      sheet of such Person prepared in accordance with Agreement Accounting
      Principles.

     

    “Cash
      Equivalents” means (i) marketable direct obligations issued or
      unconditionally guaranteed by the United States government and backed by the
      full faith and credit of the United States government; (ii) domestic and
      Eurodollar certificates of deposit and time deposits, bankers’ acceptances and
      floating rate certificates of deposit issued by any commercial bank organized
      under the laws of the United States, any state thereof, the District of
      Columbia, any foreign bank, or its branches or agencies (fully protected against
      currency fluctuations for any such deposits with a term of more than ninety
      (90)
      days); (iii) shares of money market, mutual or similar funds having assets
      in
      excess of $100,000,000 and at least 95% of the investments of which are limited
      to investment grade securities (i.e., securities rated at least Baa by Moody’s
      Investors Service, Inc. or at least BBB by Standard & Poor’s Ratings Group);
      and (iv) commercial paper of United States and foreign banks and bank holding
      companies and their subsidiaries and United States and foreign finance,
      commercial industrial or utility companies which, at the time of acquisition,
      are rated A-1 (or better) by Standard & Poor’s Ratings Group or P-1 by
      Moody’s Investors Service, Inc.; provided that the maturities of such
      Cash Equivalents described in the foregoing clauses (i) through
(iv) shall not exceed 365 days; (v) repurchase obligations of any
      commercial bank organized under the laws of the United States, any state
      thereof, the District of Columbia, any foreign bank, or its branches or agencies
      having a term not more than thirty (30) days, with respect to securities issued
      or fully guaranteed or insured by the United States government; (vi) securities
      with maturities of one year or less from the date of acquisition issued or
      fully
      guaranteed by any state, commonwealth, territory, political subdivision, taxing
      authority or by any foreign government, the securities of which state,
      commonwealth, territory, political subdivision, taxing authority or foreign
      government (as the case may be) are rated at least BBB by Standard & Poor’s
      Ratings Group or at least Baa by Moody’s Investors Service, Inc.; (vii)
      securities with maturities of one year or less from the date of acquisition
      backed by standby letters of credit issued by any commercial bank organized
      under the laws of the United States, any state thereof or the District of
      Columbia (which commercial bank shall have a short-term debt rating
      of  A-1 (or better) by Standard & Poor’s Ratings Group or P-1 by
      Moody’s Investors Service, Inc.), or by any foreign bank (which foreign bank
      shall have a rating of B or better from Thomson BankWatch Global Issuer Rating
      or, if not rated by Thomson BankWatch Global Issuer Rating, which foreign bank
      shall be an institution acceptable to the Administrative Agent), or its branches
      or agencies; or (viii) shares of money market mutual or similar funds at least
      95% of the assets of which are invested in the types of investments satisfying
      the requirements of clauses (i) through (vii) of this
      definition.

     

    “Change”
      is defined in Section 4.2 hereof.

     

    “Change
      of Control” means an event or series of events by
      which:

     

    (i)  any
      “person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the
      Securities Exchange Act of 1934) becomes the “beneficial owner” (as defined in
      Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly,
      of thirty percent (30%) or more of the voting power of the then outstanding
      Capital Stock of the Borrower entitled to vote generally in the election of
      the
      directors of the Borrower;

     

    (ii)  during
      any period of 12 consecutive calendar months, the board of directors of the
      Borrower shall cease to have as a majority of its members individuals who
      either:

     

    (a)  were
      directors of the Borrower on the first day of such period, or

     

    (b)  were
      elected or nominated for election to the board of directors of the Borrower
      at
      the recommendation of or other approval by at least a majority of the directors
      then still in office at the time of such election or nomination who were
      directors of the Borrower on the first day of such period, or whose election
      or
      nomination for election was so approved;

     

    (iii)  other
      than as a result of a transaction not prohibited under the terms of this
      Agreement, the Borrower (a) shall cease to own, of record and beneficially,
      with
      sole voting and dispositive power, 100% of the outstanding shares of Capital
      Stock of each of the Subsidiary Guarantors or (b) shall cease to have the power,
      directly or indirectly, to elect all of the members of the board of directors
      of
      each of the Subsidiary Guarantors; or

     

    (iv)  the
      Borrower consolidates with or merges into another corporation or conveys,
      transfers or leases all or substantially all of its property to any Person,
      or
      any corporation consolidates with or merges into the Borrower, in either event
      pursuant to a transaction in which the outstanding Capital Stock of the Borrower
      is reclassified or changed into or exchanged for cash, securities or other
      property.

     

    “Closing
      Date” means the date of this Agreement.

     

    “Code”
      means the Internal Revenue Code of 1986, as amended, reformed or otherwise
      modified from time to time.

     

    “Commission”
      means the Securities and Exchange Commission of the United States of America
      and
      any Person succeeding to the functions thereof.

     

    “Commitment”
      means, for each Lender, the obligation of such Lender to make Loans on the
      Closing Date not exceeding the amount set forth on Exhibit A to this
      Agreement opposite its name thereon under the heading “Commitment”.

     

    “Consolidated
      Assets” means the total assets of the Borrower and its Subsidiaries
      on a consolidated basis.

     

    “Consolidated
      Domestic Assets” means the total assets of the Borrower and each of
      its consolidated Subsidiaries that is incorporated under the laws of any
      jurisdiction in the United States.

     

    “Consolidated
      Net Worth” means, as of any date, all amounts which would be
      included under shareholders’ equity (including capital stock, additional paid-in
      capital and retained earnings) on the consolidated balance sheet for the
      Borrower and its consolidated Subsidiaries determined in accordance with
      Agreement Accounting Principles.

     

    “Consolidated
      Total Capitalization” means, as of any date, the sum of (i)
      Indebtedness of the Borrower and its consolidated Subsidiaries and (ii)
      Consolidated Net Worth, all determined in accordance with Agreement Accounting
      Principles.

     

    “Contaminant”
      means any waste, pollutant, hazardous substance, toxic substance, hazardous
      waste, special waste, petroleum or petroleum-derived substance or waste,
      asbestos or polychlorinated biphenyls (“PCBs”), and includes
      but is not limited to these terms as defined in Environmental, Health or Safety
      Requirements of Law.

     

    “Contingent
      Obligation”, as applied to any Person, means any Contractual
      Obligation, contingent or otherwise, of that Person with respect to any
      Indebtedness of another or other obligation or liability of another, including,
      without limitation, any such Indebtedness, obligation or liability of another
      directly or indirectly guaranteed, endorsed (otherwise than for collection
      or
      deposit in the ordinary course of business), co-made or discounted or sold
      with
      recourse by that Person, or in respect of which that Person is otherwise
      directly or indirectly liable, including Contractual Obligations (contingent
      or
      otherwise) arising through any agreement to purchase, repurchase, or otherwise
      acquire such Indebtedness, obligation or liability or any security therefor,
      or
      to provide funds for the payment or discharge thereof (whether in the form
      of
      loans, advances, stock purchases, capital contributions or otherwise), or to
      maintain solvency, assets, level of income, or other financial condition, or
      to
      make payment other than for value received.  The amount of any
      Contingent Obligation shall be equal to the present value of the portion of
      the
      obligation so guaranteed or otherwise supported, in the case of known recurring
      obligations, and the maximum reasonably anticipated liability in respect of
      the
      portion of the obligation so guaranteed or otherwise supported assuming such
      Person is required to perform thereunder, in all other cases.

     

    “Contractual
      Obligation”, as applied to any Person, means any provision of any
      equity or debt securities issued by that Person or any indenture, mortgage,
      deed
      of trust, security agreement, pledge agreement, guaranty, contract, undertaking,
      agreement or instrument, in any case in writing, to which that Person is a
      party
      or by which it or any of its properties is bound, or to which it or any of
      its
      properties is subject.  Without in any way limiting the foregoing, as
      used with respect to the Borrower or any of its Subsidiaries, Contractual
      Obligations shall include, without limitation, the Financing Facilities and
      any
      instruments, documents or agreements executed or delivered in connection
      therewith by which the Borrower or such Subsidiaries are bound.

     

    “Controlled
      Group” means the group consisting of (i) any corporation which is a
      member of the same controlled group of corporations (within the meaning of
      Section 414(b) of the Code) as the Borrower; (ii) a partnership or other trade
      or business (whether or not incorporated) which is under common control (within
      the meaning of Section 414(c) of the Code) with the Borrower; and (iii) a member
      of the same affiliated service group (within the meaning of Section 414(m)
      of
      the Code) as the Borrower, any corporation described in clause (i) above
      or any partnership or trade or business described in clause (ii)
      above.

     

    “Covenant
      Leverage Ratio” is defined in Section 7.4(A)
      hereof.

     

    “Customary
      Permitted Liens” means:

     

    (i)  Liens
      (other than Environmental Liens and Liens in favor of the IRS or the PBGC or
      any
      Plan) with respect to the payment of taxes, assessments or governmental charges
      in all cases which are not yet due or (if foreclosure, distraint, sale or other
      similar proceedings shall not have been commenced or any such proceeding after
      being commenced is stayed) which are being contested in good faith by
      appropriate proceedings properly instituted and diligently conducted and with
      respect to which adequate reserves or other appropriate provisions are being
      maintained as may be required in accordance with Agreement Accounting
      Principles;

     

    (ii)  statutory
      Liens of landlords and Liens of suppliers, mechanics, carriers, materialmen,
      warehousemen or workmen and other similar Liens imposed by law created in the
      ordinary course of business for amounts not yet due or which are being contested
      in good faith by appropriate proceedings properly instituted and diligently
      conducted and with respect to which adequate reserves or other appropriate
      provisions are being maintained as may be required in accordance with Agreement
      Accounting Principles;

     

    (iii)  Liens
      (other than Environmental Liens and Liens in favor of the IRS or the PBGC or
      any
      Plan) incurred or deposits made in the ordinary course of business in connection
      with workers’ compensation, unemployment insurance or other types of social
      security benefits or to secure the performance of bids, tenders, sales,
      contracts (other than for the repayment of borrowed money), surety, appeal
      and
      performance bonds; provided that (A) all such Liens do not in the
      aggregate materially detract from the value of the Borrower’s or such
      Subsidiary’s assets or property taken as a whole or materially impair the use
      thereof in the operation of the Borrower’s or such Subsidiary’s businesses taken
      as a whole, and (B) all Liens securing bonds to stay judgments or in connection
      with appeals do not secure at any time an aggregate amount exceeding
      $30,000,000;

     

    (iv)  Liens
      arising with respect to zoning restrictions, easements, licenses, reservations,
      covenants, rights-of-way, utility easements, building restrictions and other
      similar charges or encumbrances on the use of real property which do not in
      any
      case materially detract from the value of the property subject thereto or
      interfere with the ordinary conduct of the business of the Borrower or any
      of
      its Subsidiaries;

     

    (v)  Liens
      of attachment or judgment with respect to judgments, writs or warrants of
      attachment, or similar process against the Borrower or any of its Subsidiaries
      which do not constitute a Default under Section 8.1(H)
      hereof;

     

    (vi)  any
      interest or title of the lessor in the property subject to any operating lease
      entered into by the Borrower or any of its Subsidiaries in the ordinary course
      of business; and

     

    (vii)  Liens
      of commercial depository institutions arising in the ordinary course of business
      constituting a statutory or common law right of setoff against amounts on
      deposit with any such institution.

     

    “Default”
      means an event described in Article VIII hereof.

     

    “Disclosed
      Litigation” is defined in Section 6.7 hereof.

     

    “Disqualified
      Stock” means any preferred stock and any Capital Stock that, by its
      terms (or by the terms of any security into which it is convertible or for
      which
      it is exchangeable), or upon the happening of any event, matures or is
      mandatorily redeemable, pursuant to a sinking fund obligation or otherwise,
      or
      redeemable at the option of the holder thereof, in whole or in part, on or
      prior
      to the date that is ninety-one (91) days after the Termination
      Date.

     

    “Documentation
      Agent” means each of Citibank, N.A. (and its successors), The Bank
      of Tokyo-Mitsubishi UFJ, Ltd. (and its successors) and Mizuho Corporate Bank,
      Ltd. (and its successors) in its capacity as a documentation agent for the
      loan
      transaction evidenced by this Agreement.

     

    “DOL”
      means the United States Department of Labor and any Person succeeding to the
      functions thereof.

     

    “Dollar”
      and “$” means dollars in the lawful currency of the
      United States.

     

    “EBIT”  means,
      for any period, on a consolidated basis for the Borrower and its Subsidiaries,
      the sum of the amounts for such period, without duplication, of (i) Net Income,
      plus (ii) Interest Expense to the extent deducted in computing Net
      Income, plus (iii) charges against income for foreign, federal, state and
      local taxes to the extent deducted in computing Net Income, plus (iv)
      non-cash charges (except any non-cash charges that require accrual of a reserve
      for anticipated future cash payments for any period) to the extent deducted
      in
      computing Net Income, plus (v) other extraordinary non-cash charges to
      the extent deducted in computing Net Income, minus (vi) extraordinary
      gains to the extent added in computing Net Income.

     

    “EBITDA”
      means, for any period, on a consolidated basis for the Borrower and its
      Subsidiaries, the sum of the amounts for such period, without duplication,
      of
      (i) EBIT, plus (ii) depreciation expense to the extent deducted in
      computing Net Income, plus (iii) amortization expense, including, without
      limitation, amortization of goodwill and other intangible assets, to the extent
      deducted in computing Net Income.

     

    “Environmental,
      Health or Safety Requirements of Law” means all applicable foreign,
      federal, state and local laws or regulations relating to or addressing pollution
      or protection of the environment, or protection of worker health or safety,
      including, but not limited to, the Comprehensive Environmental Response,
      Compensation and Liability Act, 42 U.S.C. § 9601 etseq., the
      Occupational Safety and Health Act of 1970, 29 U.S.C. § 651
etseq., and the Resource Conservation and Recovery Act of 1976,
      42
      U.S.C. § 6901 etseq., in each case including any amendments
      thereto, any successor statutes, and any regulations promulgated thereunder,
      and
      any state or local equivalent thereof.

     

    “Environmental
      Lien” means a lien in favor of any Governmental Authority for (a)
      any liability under Environmental, Health or Safety Requirements of Law, or
      (b)
      damages arising from, or costs incurred by such Governmental Authority in
      response to, a Release or threatened Release of a Contaminant into the
      environment.

     

    “Environmental
      Property Transfer Act” means any applicable requirement of law that
      conditions, restricts, prohibits or requires any notification or disclosure
      triggered by the closure of any property or the transfer, sale or lease of
      any
      property or deed or title for any property for environmental reasons, including,
      but not limited to, any so-called “Industrial Site Recovery Act” or “Responsible
      Property Transfer Act.”

     

    “Equipment”
      means all of the Borrower’s and its Subsidiaries’ present and future (i)
      equipment, including, without limitation, machinery, manufacturing,
      distribution, selling, data processing and office equipment, assembly systems,
      tools, molds, dies, fixtures, appliances, furniture, furnishings, vehicles,
      vessels, aircraft, aircraft engines, and trade fixtures, (ii) other tangible
      personal property (other than the Borrower’s or Subsidiary’s Inventory), and
      (iii) any and all accessions, parts and appurtenances attached to any of the
      foregoing or used in connection therewith, and any substitutions therefor and
      replacements, products and proceeds thereof.

     

    “Equity
      Interests” means Capital Stock and all warrants, options or other
      rights to acquire Capital Stock (but excluding any debt security that is
      convertible into, or exchangeable for, Capital Stock).

     

    “ERISA”
      means the Employee Retirement Income Security Act of 1974, as amended from
      time
      to time, including (unless the context otherwise requires) any rules or
      regulations promulgated thereunder.

     

    “Eurodollar
      Base Rate” means, with respect to any Eurodollar Rate Loan for any
      Interest Period, the rate appearing on Reuters BBA Libor Rates Page 3750 (or
      on
      any successor or substitute page of such service, or any successor to or
      substitute for such service, providing rate quotations comparable to those
      currently provided on such page of such service which is generally utilized
      in
      the syndicated loan market, as determined by the Administrative Agent from
      time
      to time for purposes of providing quotations of interest rates applicable to
      Dollar deposits in the London interbank market) at approximately 11:00 a.m.,
      London time, two (2) Business Days prior to the commencement of such Interest
      Period, as the rate for Dollar deposits with a maturity comparable to such
      Interest Period.  In the event that such rate is not available at such
      time for any reason, then the “Eurodollar Base Rate” with respect to such
      Eurodollar Rate Loan for such Interest Period shall be the rate at which Dollar
      deposits of $5,000,000 and for a maturity comparable to such Interest Period
      are
      offered by the principal London office of the Administrative Agent in
      immediately available funds in the London interbank market at approximately
      11:00 a.m., London time, two (2) Business Days prior to the commencement of
      such
      Interest Period.

     

    “Eurodollar
      Rate” means, with respect to any Eurodollar Rate Loan for any
      Interest Period, an interest rate per annum (rounded upwards, if necessary,
      to
      the next 1/16 of 1%) equal to (i) (a) the Eurodollar Base Rate for such Interest
      Period multiplied by (b) the Statutory Reserve Rate plus (ii) the
      Applicable Margin.

     

    “Eurodollar
      Rate Loan” means a Loan, or portion thereof, which bears interest
      at the Eurodollar Rate.

     

    “Excluded
      Taxes” means, in the case of each Lender or applicable Lending
      Installation and the Administrative Agent, taxes imposed on its overall net
      income, and franchise taxes imposed on it, by (i) the jurisdiction under the
      laws of which such Lender or the Administrative Agent is incorporated or
      organized or (ii) the jurisdiction in which the Administrative Agent’s or such
      Lender’s principal executive office or such Lender’s applicable Lending
      Installation is located.

     

    “Existing
      Term Loan Credit Agreement” means that certain Term Loan Credit
      Agreement, dated as of September 14, 2007, among the Borrower, the institutions
      from time to time parties thereto as lenders, JPMorgan, as the Administrative
      Agent, Bank of America, as the Syndication Agent, and Citibank, N.A., as the
      Documentation Agent.

     

    “Federal
      Funds Effective Rate” means, for any day, the weighted average
      (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates per annum
      on overnight Federal funds transactions with members of the Federal Reserve
      System arranged by Federal funds brokers, as published on the next succeeding
      Business Day by the Federal Reserve Bank of New York, or, if such rate is not
      so
      published for any day that is a Business Day, the average (rounded upwards,
      if
      necessary, to the next 1/100 of 1%) of the quotations for such day for such
      transactions received by the Administrative Agent from three Federal funds
      brokers of recognized standing selected by it.

     

    “Financing
      Facilities” means the Revolving Credit Facility, the Receivables
      Purchase Facility, the Senior Notes, the Singapore Credit Facility and any
      Permitted Financing Facility.

     

    “Floating
      Rate Loan” means a Loan, or portion thereof, which bears interest
      by reference to the Alternate Base Rate.

     

    “Foreign
      Competition Laws” means competition and foreign investment laws and
      regulations of any jurisdiction outside the United States.

     

    “Foreign
      Employee Benefit Plan” means any employee benefit plan as defined
      in Section 3(3) of ERISA which is maintained or contributed to for the benefit
      of the employees of the Borrower or any member of the Controlled Group, but
      which is not covered by ERISA pursuant to Section 4(b)(4) of ERISA.

     

    “Foreign
      Pension Plan” means any employee pension benefit plan (as defined
      in Section 3(2) of ERISA) which (i) is maintained or contributed to for the
      benefit of employees of the Borrower or any other member of the Controlled
      Group, (ii) is not covered by ERISA pursuant to Section 4(b)(4) thereof and
      (iii) under applicable local law, is required to be funded through a trust
      or
      other funding vehicle.

     

    “Governmental
      Authority” means any nation or government, any federal, state,
      local or other political subdivision thereof and any entity exercising
      executive, legislative, judicial, regulatory or administrative authority or
      functions of or pertaining to government, including any authority or other
      quasi-governmental entity established to perform any of such
      functions.

     

    “Hedging
      Arrangements” is defined in the definition of “Hedging Obligations”
below.

     

    “Hedging
      Agreements” means Hedging Arrangements permitted under Section
      7.3(O) that are entered into by the Borrower and any Lender or any affiliate
      of any Lender.

     

    “Hedging
      Obligations” of a Person means any and all obligations of such
      Person, whether absolute or contingent and howsoever and whensoever created,
      arising, evidenced or acquired (including all renewals, extensions and
      modifications thereof and substitutions therefor), under (i) any and all
      agreements, devices or arrangements designed to protect at least one of the
      parties thereto from the fluctuations of interest rates, commodity prices,
      exchange rates or forward rates applicable to such party’s assets, liabilities
      or exchange transactions, including, but not limited to, dollar-denominated
      or
      cross-currency interest rate exchange agreements, forward currency exchange
      agreements, interest rate cap or collar protection agreements, forward rate
      currency or interest rate options, puts and warrants or any similar derivative
      transactions (“Hedging Arrangements”), and (ii) any and all
      cancellations, buy backs, reversals, terminations or assignments of any of
      the
      foregoing.

     

    “Holders
      of Obligations” means the holders of the Obligations from time to
      time and the holders of the Hedging Obligations arising from time to time under
      Hedging Agreements and shall include their respective successors, transferees
      and assigns.

     

    “Indebtedness”
      of any Person means, without duplication, such Person’s (a) obligations for
      borrowed money, (b) obligations representing the deferred purchase price of
      property or services (other than accounts payable arising in the ordinary course
      of such Person’s business payable on terms customary in the trade), which
      purchase price is due more than six (6) months from the date of incurrence
      of
      the obligation in respect thereof, provided that the related obligations are
      not
      interest bearing, (c) obligations, whether or not assumed, secured by Liens
      or
      payable out of the proceeds or production from property or assets now or
      hereafter owned or acquired by such Person, (d) obligations which are evidenced
      by notes, acceptances or other instruments, (e) Capitalized Lease Obligations,
      (f) Contingent Obligations in respect of Indebtedness, (g) obligations with
      respect to letters of credit, (h) Off-Balance Sheet Liabilities, (i) Receivables
      Facility Attributed Indebtedness and (j) Disqualified Stock.  The
      amount of Indebtedness of any Person at any date shall be without duplication
      (1) the outstanding balance at such date of all unconditional obligations as
      described above and the maximum liability of any such Contingent Obligations
      at
      such date and (2) in the case of Indebtedness of others secured by a Lien to
      which the property or assets owned or held by such Person is subject, the lesser
      of the fair market value at such date of any asset subject to a Lien securing
      the Indebtedness of others and the amount of the Indebtedness
      secured.

     

    “Indemnified
      Matters”  is defined in Section 10.7(B)
      hereof.

     

    “Indemnitees”
      is defined in Section 10.7(B) hereof.

     

    “Insolvency
      Event” is defined in Section 10.14 hereof.

     

    “Intercompany
      Indebtedness” is defined in Section 10.14
      hereof.

     

    “Interest
      Expense” means, for any period, the total interest expense of the
      Borrower and its consolidated Subsidiaries, whether paid or accrued, including,
      without duplication, Off-Balance Sheet Liabilities (including Receivables
      Facility Financing Costs) and the interest component of Capitalized Leases,
      all
      as determined in conformity with Agreement Accounting Principles.

     

    “Interest
      Expense Coverage Ratio” is defined in Section 7.4(B)
      hereof.

     

    “Interest
      Period” means, with respect to a Eurodollar Rate Loan, a period of
      one (1), two (2), three (3) or six (6) months or other periods to the extent
      available to all of the Lenders and agreed to between the Borrower and the
      Administrative Agent (acting on the instructions of all of the Lenders),
      commencing on a Business Day selected by the Borrower on which a Eurodollar
      Rate
      Loan is made to Borrower pursuant to this Agreement.  Such Interest
      Period shall end on (but exclude) the day which corresponds numerically to
      such
      date one, two, three or six months (or such other period) thereafter;
provided, however, that if there is no such numerically
      corresponding day in such next, second, third or sixth succeeding month (or
      other period), such Interest Period shall end on the last Business Day of such
      next, second, third or sixth succeeding month (or other period).  If
      an Interest Period would otherwise end on a day which is not a Business Day,
      such Interest Period shall end on the next succeeding Business Day,
provided, however, that if said next succeeding Business Day falls
      in a new calendar month, such Interest Period shall end on the immediately
      preceding Business Day.

     

    “Inventory”
      shall mean any and all goods, including, without limitation, goods in transit,
      wheresoever located, whether now owned or hereafter acquired by the Borrower
      or
      any of its Subsidiaries, which are held for sale or lease, furnished under
      any
      contract of service or held as raw materials, work in process or supplies,
      and
      all materials used or consumed in the business of Borrower or any of its
      Subsidiaries, and shall include all right, title and interest of the Borrower
      or
      any of its Subsidiaries in any property the sale or other disposition of which
      has given rise to Receivables and which has been returned to or repossessed
      or
      stopped in transit by the Borrower or any of its Subsidiaries.

     

    “Investment”
      means, with respect to any Person, (i) any purchase or other acquisition by
      that
      Person of any Indebtedness, Equity Interests or other securities, or of a
      beneficial interest in any Indebtedness, Equity Interests or other securities,
      issued by any other Person, (ii) any purchase by that Person of all or
      substantially all of the assets of a business conducted by another Person,
      and
      (iii) any loan, advance (other than deposits with financial institutions
      available for withdrawal on demand, prepaid expenses, accounts receivable,
      advances to employees and similar items made or incurred in the ordinary course
      of business) or capital contribution by that Person to any other Person,
      including all Indebtedness to such Person arising from a sale of property by
      such Person other than in the ordinary course of its business.

     

    “IRS”
      means the Internal Revenue Service and any Person succeeding to the functions
      thereof.

     

    “JPMorgan”
      means JPMorgan Chase Bank, N.A., in its individual capacity, and its
      successors.

     

    “Lenders”
      means the lending institutions listed on the signature pages of this Agreement
      and their respective successors and assigns.

     

    “Lending
      Installation” means, with respect to a Lender or the Administrative
      Agent, any office, branch, subsidiary or affiliate of such Lender or the
      Administrative Agent.

     

    “Leverage
      Ratio” is defined in Section 2.14(D)(ii)
      hereof.

     

    “Lien”
      means any lien (statutory or other), mortgage, pledge, hypothecation,
      assignment, deposit arrangement, encumbrance or preference, priority or security
      agreement or preferential arrangement of any kind or nature whatsoever
      (including, without limitation, the interest of a vendor or lessor under any
      conditional sale, Capitalized Lease or other title retention
      agreement).

     

    “Loan(s)”
      means, with respect to a Lender, such Lender’s portion of the Advance consisting
      of a term loan made pursuant to Section 2.1 hereof, and collectively, all
      Loans, whether made or continued as or converted to Floating Rate Loans or
      Eurodollar Rate Loans.

     

    “Loan
      Documents” means this Agreement, the Subsidiary Guaranty, any
      Assignment and Assumption, any promissory notes issued pursuant to Section
      2.12, and all other documents, instruments and agreements executed in
      connection therewith or contemplated thereby, as the same may be amended,
      restated, supplemented or otherwise modified and in effect from time to
      time.

     

    “Loan
      Parties” is defined in Section 5.1 hereof.

     

    “Margin
      Stock” shall have the meaning ascribed to such term in Regulation
      U.

     

    “Material
      Adverse Effect” means a material adverse effect upon (a) the
      business, condition (financial or otherwise), operations, performance,
      properties or prospects of the Borrower and its Subsidiaries, taken as a whole,
      (b) the ability of the Borrower and its Subsidiaries, taken as a whole, to
      perform their obligations under the Loan Documents in any material respect,
      or
      (c) the ability of the Lenders or the Administrative Agent to enforce in any
      material respect the Obligations.

     

    “Material
      Domestic Subsidiary” means each consolidated Subsidiary (other than
      any SPV) of the Borrower (a) incorporated under the laws of any jurisdiction
      in
      the United States and (b) the total assets of which exceed, as at the end of
      any
      calendar quarter or, in the case of consummation of a Permitted Acquisition,
      at
      the time of consummation of such Permitted Acquisition (calculated by the
      Borrower on a pro forma basis taking into account
      the consummation of such Permitted Acquisition), three percent (3.0%) of the
      Consolidated Domestic Assets of the Borrower and its consolidated Subsidiaries
      (other than SPVs).

     

    “Material
      Foreign Subsidiary” means each consolidated Subsidiary (other than
      any SPV) of the Borrower (a) incorporated or organized under the laws of any
      foreign jurisdiction and (b) the total assets of which exceed, as at the end
      of
      any calendar quarter or, in the case of consummation of a Permitted Acquisition,
      at the time of consummation of such Permitted Acquisition (calculated by the
      Borrower on a pro forma basis taking into account
      the consummation of such Permitted Acquisition), five percent (5.0%) of the
      Consolidated Assets of the Borrower and its consolidated Subsidiaries (other
      than SPVs).

     

    “Material
      Indebtedness” means (a) any Indebtedness evidenced by the Financing
      Facilities or (b) any other Indebtedness (other than the
      Indebtedness hereunder) of a single class with an aggregate outstanding
      principal amount equal to or greater than $30,000,000.

     

    “Material
      Subsidiaries” means each of the Borrower’s Material Domestic
      Subsidiaries and Material Foreign Subsidiaries.

     

    “Multiemployer
      Plan” means a “multiemployer plan” as defined in Section 4001(a)(3)
      of ERISA which is, or within the immediately preceding six (6) years was,
      contributed to by either the Borrower or any member of the Controlled
      Group.

     

    “Net
      Income” means, for any period, the net earnings (or loss) after
      taxes of the Borrower and its Subsidiaries on a consolidated basis for such
      period taken as a single accounting period determined in conformity with
      Agreement Accounting Principles.

     

    “New
      Subsidiary” is defined in Section 7.3(F).

     

    “Non-ERISA
      Commitments” means

     

    (i)  each
      pension, medical, dental, life, accident insurance, disability, group insurance,
      sick leave, profit sharing, deferred compensation, bonus, stock option, stock
      purchase, retirement, savings, severance, stock ownership, performance,
      incentive, hospitalization or other insurance, or other welfare, benefit or
      fringe benefit plan, policy, trust, understanding or arrangement of any kind;
      and

     

    (ii)  each
      employee collective bargaining agreement and each agreement, understanding
      or
      arrangement of any kind, with or for the benefit of any  present or
      prior officer, director, employee or consultant (including, without limitation,
      each employment, compensation, deferred compensation, severance or consulting
      agreement or arrangement and any agreement or arrangement associated with a
      change in ownership of the Borrower or any member of the Controlled
      Group);

     

    to
      which the
      Borrower or any member of the Controlled Group is a party or with respect to
      which the Borrower or any member of the Controlled Group is or will be required
      to make any payment other than any Plans.

     

    “Non-U.S.
      Lender” is defined in Section 4.5(iv) hereof.

     

    “Obligations”
      means all Loans, advances, debts, liabilities, obligations, covenants and duties
      owing by the Borrower or any of its Subsidiaries to the Administrative Agent,
      any Lender, the Arrangers, any Affiliate of the Administrative Agent or any
      Lender, or any Indemnitee, of any kind or nature, present or future, arising
      under this Agreement, or any other Loan Document, whether or not evidenced
      by
      any note, guaranty or other instrument, whether or not for the payment of money,
      whether arising by reason of an extension of credit, loan, guaranty,
      indemnification, or in any other manner, whether direct or indirect (including
      those acquired by assignment), absolute or contingent, due or to become due,
      now
      existing or hereafter arising and however acquired.  The term
      includes, without limitation, all interest, charges, expenses, fees, reasonable
      attorneys’ fees and disbursements, reasonable paralegals’ fees (and, after the
      occurrence and during the continuance of a Default, all attorney’s fees and
      disbursements and paralegals’ fees, whether or not reasonable), and any other
      sum chargeable to the Borrower or any of its Subsidiaries under this Agreement
      or any other Loan Document.

     

    “Off-Balance
      Sheet Liabilities” of a Person means, without duplication, (a) any
      Receivables Facility Attributed Indebtedness and repurchase obligation or
      liability of such Person or any of its Subsidiaries with respect to Receivables
      or notes receivable sold by such Person or any of its Subsidiaries (calculated
      to include the unrecovered investment of purchasers or transferees of
      Receivables or notes receivable or any other obligation of the Borrower or
      such
      transferor to purchasers/transferees of interests in Receivables or notes
      receivables or the agent for such purchasers/transferees), (b) any liability
      under any sale and leaseback transactions which do not create a liability on
      the
      consolidated balance sheet of such Person, (c) any liability under any financing
      lease or so-called “synthetic” lease transaction, or (d) any obligations arising
      with respect to any other transaction which is the functional equivalent of
      or
      takes the place of borrowing but which does not constitute a liability on the
      consolidated balance sheets of such Person and its Subsidiaries.

     

    “Originators”
      means the Borrower and/or any of its Subsidiaries in their respective capacities
      as parties to any Receivables Purchase Documents, as sellers or transferors
      of
      any Receivables and Related Security in connection with a Permitted Receivables
      Transfer.

     

    “Other
      Taxes” is defined in Section 4.5 hereof.

     

    “Participant”
      is defined in Section 13.2(A) hereof.

     

    “Payment
      Date” means the last day of each March, June, September and
      December.

     

    “PBGC”
      means the Pension Benefit Guaranty Corporation, or any successor
      thereto.

     

    “Permitted
      Acquisition” is defined in Section 7.3(F)
      hereof.

     

    “Permitted
      Existing Contingent Obligations” means the Contingent Obligations
      of the Borrower and its Subsidiaries as of the Closing Date identified on
Schedule 1.1.3 to this Agreement.

     

    “Permitted
      Existing Investments” means the Investments of the Borrower and its
      Subsidiaries as of the Closing Date identified on Schedule 1.1.1 to this
      Agreement.

     

    “Permitted
      Existing Liens” means the Liens on assets of the Borrower and its
      Subsidiaries as of the Closing Date identified on Schedule 1.1.2 to this
      Agreement.

     

    “Permitted
      Financing Facility” means any financing agreement (other than the
      Revolving Credit Facility, the Receivables Purchase Facility, the Senior Notes
      and the Singapore Credit Facility) under which the Borrower or any of its
      Subsidiaries incurs or assumes (including in connection with a Permitted
      Acquisition) Indebtedness permitted by the terms of this Agreement, together
      with any guarantees of such Indebtedness permitted hereunder (if any) and any
      other instruments, documents and agreements executed or delivered in connection
      therewith, as such Permitted Financing Facility may be amended, restated,
      supplemented, modified, extended, refinanced or replaced from time to time
      in a
      manner that is permitted by the terms of this Agreement and is not materially
      adverse to the interests of the Lenders.

     

    “Permitted
      Receivables Transfer” means (i) a sale or other transfer by an
      Originator to a SPV of Receivables and Related Security for fair market value
      and without recourse (except for limited recourse typical of such structured
      finance transactions), and/or (ii) a sale or other transfer by a SPV to (a)
      purchasers of or other investors in such Receivables and Related Security or
      (b)
      any other Person (including a SPV) in a transaction in which purchasers or
      other
      investors purchase or are otherwise transferred such Receivables and Related
      Security, in each case pursuant to and in accordance with the terms of the
      Receivables Purchase Documents.

     

    “Person”
      means any individual, corporation, firm, enterprise, partnership, trust,
      incorporated or unincorporated association, joint venture, joint stock company,
      limited liability company or other entity of any kind, or any government or
      political subdivision or any agency, department or instrumentality
      thereof.

     

    “Plan”
      means an employee benefit plan defined in Section 3(3) of ERISA in respect
      of
      which the Borrower or any member of the Controlled Group is, or within the
      immediately preceding six (6) years was, an “employer” as defined in Section
      3(5) of ERISA.

     

    “Pricing
      Schedule” means the schedule attached hereto and identified as
      such, setting forth the Applicable Margin.

     

    “Prime
      Rate” means the rate of interest per annum publicly announced from
      time to time by JPMorgan as its prime rate in effect at its principal office
      in
      New York City; each change in the Prime Rate shall be effective from and
      including the date such change is publicly announced as being
      effective.

     

    “Pro
      Rata Share” means, with respect to any Lender, the percentage
      obtained by dividing (A) such Lender’s Commitment at such time (in each case, as
      adjusted from time to time in accordance with the provisions of this Agreement)
      by (B) the Aggregate Commitment at such time; provided, however,
      that from and after funding the Advance on the Closing Date, “Pro Rata Share”
means the percentage obtained by dividing (x) the aggregate principal balance
      of
      such Lender’s Loans at such time by (y) the aggregate outstanding balance of all
      Loans at such time.

     

    “Purchasers”
      is defined in Section 13.3(A) hereof.

     

    “Receivable(s)”
      means and includes all of the Borrower’s and its Subsidiaries’ presently
      existing and hereafter arising or acquired accounts, accounts receivable, and
      all present and future rights of the Borrower and its Subsidiaries to payment
      for goods sold or leased or for services rendered (except those evidenced by
      instruments or chattel paper), whether or not they have been earned by
      performance, and all rights in any merchandise or goods which any of the same
      may represent, and all rights, title, security and guaranties with respect
      to
      each of the foregoing, including, without limitation, any right of stoppage
      in
      transit.

     

    “Receivables
      and Related Security” means the Receivables and the related
      security and collections with respect thereto which are sold or transferred
      by
      any Originator or SPV in connection with any Permitted Receivables
      Transfer.

     

    “Receivables
      Facility Attributed Indebtedness” means the amount of obligations
      outstanding under a receivables purchase facility on any date of determination
      that are characterized as principal on the balance sheet of the Borrower, or
      would be so characterized as principal if such facility were structured as
      a
      secured lending transaction rather than as a purchase.

     

    “Receivables
      Facility Financing Costs” means such portion of the cash fees,
      service charges, and other costs, as well as all collections or other amounts
      retained by purchasers of receivables pursuant to a receivables purchase
      facility, which are in excess of amounts paid to the Borrower and its
      consolidated Subsidiaries under any receivables purchase facility for the
      purchase of receivables pursuant to such facility and are the equivalent of
      the
      interest component of the financing if the transaction were characterized as
      an
      on-balance sheet transaction.

     

    “Receivables
      Purchase Documents” means (i) the 2000 Receivables Sale Agreement
      and (ii) the 2000 Receivables Purchase Agreement, or any other series of
      receivables purchase or sale agreements generally consistent with terms
      contained in comparable structured finance transactions pursuant to which an
      Originator or Originators sell or transfer to SPVs all of their respective
      right, title and interest in and to certain  Receivables and Related
      Security for further sale or transfer to other purchasers of or investors in
      such assets (in any such case, together with the other documents, instruments
      and agreements executed in connection therewith), as any such agreements may
      be
      amended, restated, supplemented or otherwise modified from time to time, or
      any
      replacement, refinancing or substitution therefor consistent with the foregoing
      provisions of this definition.

     

    “Receivables
      Purchase Facility” means the securitization facility made available
      to the Borrower, pursuant to which the Receivables and Related Security of
      the
      Originators are transferred to one or more SPVs, and thereafter to certain
      investors, pursuant to the terms and conditions of the Receivables Purchase
      Documents.

     

    “Register”
      is defined in Section 13.3(D) hereof.

     

    “Regulation
      D” means Regulation D of the Board as from time to time in effect
      and any successor thereto or other regulation or official interpretation of
      said
      Board relating to reserve requirements applicable to member banks of the Federal
      Reserve System.

     

    “Regulation
      T” means Regulation T of the Board as from time to time in effect
      and any successor or other regulation or official interpretation of said Board
      relating to the extension of credit by and to brokers and dealers of securities
      for the purpose of purchasing or carrying margin stock (as defined
      therein).

     

    “Regulation
      U” means Regulation U of the Board as from time to time in effect
      and any successor or other regulation or official interpretation of said Board
      relating to the extension of credit by banks, non-banks and non-broker lenders
      for the purpose of purchasing or carrying Margin Stock applicable to member
      banks of the Federal Reserve System.

     

    “Regulation
      X” means Regulation X of the Board as from time to time in effect
      and any successor or other regulation or official interpretation of said Board
      relating to the extension of credit by foreign lenders for the purpose of
      purchasing or carrying margin stock (as defined therein).

     

    “Related
      Parties” means, with respect to any specified Person, such Person’s
      Affiliates and the respective directors, officers, employees, agents and
      advisors of such Person and such Person’s Affiliates.

     

    “Release”
      means any release, spill, emission, leaking, pumping, injection, deposit,
      disposal, discharge, dispersal, leaching or migration into the environment,
      including the movement of Contaminants through or in the air, soil, surface
      water or groundwater.

     

    “Replacement
      Lender” is defined in Section 2.19 hereof.

     

    “Reportable
      Event” means a reportable event as defined in Section 4043 of ERISA
      and the regulations issued under such section, with respect to a Plan,
      excluding, however, such events as to which the PBGC by regulation waived the
      requirement of Section 4043(a) of ERISA that it be notified within thirty (30)
      days after such event occurs.

     

    “Required
      Lenders” means Lenders whose Pro Rata Shares, in
      the  aggregate, are greater than fifty percent (50%); provided,
however, that, if any Lender shall have failed to fund its Pro Rata
      Share
      of the Advance, which such Lender is obligated to fund under the terms of this
      Agreement and any such failure has not been cured, then for so long as such
      failure continues, “Required Lenders” means Lenders (excluding
      all Lenders whose failure to fund their respective Pro Rata Shares of such
      Loans
      has not been so cured) whose Pro Rata Shares represent greater than fifty
      percent (50%) of the aggregate Pro Rata Shares of such Lenders;
providedfurther, however, that, from and after the funding
      of the Advance, “Required Lenders” means Lenders (without
      regard to such Lenders’ performance of their respective obligations hereunder)
      whose aggregate ratable shares (stated as a percentage) of the aggregate
      outstanding principal balance of all Loans are greater than fifty percent
      (50%).

     

    “Requirements
      of Law” means, as to any Person, the charter and by-laws or other
      organizational or governing documents of such Person, and any law, rule or
      regulation, or determination of an arbitrator or a court or other Governmental
      Authority, in each case applicable to or binding upon such Person or any of
      its
      property or to which such Person or any of its property is subject including,
      without limitation, the Securities Act of 1933, the Securities Exchange Act
      of
      1934, the Hart-Scott-Rodino Antitrust Improvements Act, as amended, Foreign
      Competition Laws, Regulations T, U and X, ERISA, the Fair Labor Standards Act,
      the Worker Adjustment and Retraining Notification Act, Americans with
      Disabilities Act of 1990, and any certificate of occupancy, zoning ordinance,
      building, environmental or land use requirement or permit or environmental,
      labor, employment, occupational safety or health law, rule or regulation,
      including Environmental, Health or Safety Requirements of Law.

     

    “Revolving
      Credit Agreement” means that certain Revolving Credit Agreement,
      dated as of November 16, 2004, among the Borrower, the institutions from time
      to
      time parties thereto as lenders, JPMorgan, as the administrative agent, Bank
      of
      America, as the syndication agent, and Citibank, N.A., as the documentation
      agent, as amended by Amendment No. 1 thereto dated as of September 22, 2005,
      Amendment No. 2 thereto dated as of October 21, 2005, Amendment No. 3 thereto
      dated as of May 15, 2006 and Amendment No. 4 thereto dated as of September
      14,
      2007, and as the same may be amended, restated, supplemented or otherwise
      modified from time to time in a manner that is not materially adverse to the
      interests of the Lenders.

     

    “Revolving
      Credit Facility” means the credit facility evidenced by the
      Revolving Credit Agreement and the subsidiary guarantees and other instruments,
      documents and agreements executed or delivered in connection
      therewith.

     

    “Risk-Based
      Capital Guidelines” is defined in Section 4.2
      hereof.

     

    “Senior
      Management Team” means, (a) with respect to the Borrower, each
      Authorized Officer, the chief executive officer, secretary or any other member
      of management and, (b) with respect to any Subsidiary Guarantor, any chief
      executive officer, president, vice president, chief financial officer,
      treasurer, secretary or any other member of management.

     

    “Senior
      Note Purchase Agreements” means, collectively, the 2003 Note
      Purchase Agreement, the 2004 Note Purchase Agreement, the 2005 Note Purchase
      Agreement, the 2006 Note Purchase Agreement and the 2007 Note Purchase
      Agreement.

     

    “Senior
      Notes” means, collectively, the 2003 Senior Notes, the 2004 Senior
      Notes, the 2005 Senior Notes, the 2006 Senior Notes and the 2007 Senior
      Notes.

     

    “Singapore
      Credit Agreement” means that certain Multicurrency Revolving Credit
      Facility Agreement, dated 24 August 2005, among Energizer Asia Investments
      Pte.
      Ltd., a company organized under the laws of Singapore, Energizer Singapore
      Pte.
      Ltd., a company organized under the laws of Singapore, Sonca Products Ltd.,
      a
      company organized under the laws of Hong Kong, and Schick Asia Limited, a
      company organized under the laws of Hong Kong, as the borrowers and as
      guarantors thereunder, the Borrower, as a guarantor thereunder, the financial
      institutions from time to time parties thereto, Citigroup Global Markets
      Singapore Pte. Ltd. and Standard Chartered Bank, as the arrangers thereunder,
      and Citicorp Investment Bank (Singapore) Limited, as the agent, under which
      the
      financial institutions party thereto have committed to make loans and other
      extensions of credit to the borrowers thereunder in an original aggregate
      principal equivalent amount of up to US$325,000,000, which may be funded in
      Dollars or Singapore dollars, as amended by that certain Amendment Agreement
      dated as of September 28, 2005, the Second Amendment Agreement dated as of
      November 8, 2005, the Third Amendment Agreement dated as of May 15, 2006, and
      the Fourth Amendment Agreement dated as of September 14, 2007, and as the same
      may be further amended, restated, supplemented, modified, extended, or
      refinanced or replaced (to the extent such refinancing or replacement is with
      the proceeds borrowed under another credit agreement), from time to time in
      a
      manner that is not materially adverse to the interests of the
      Lenders.

     

    “Singapore
      Credit Facility” means the credit facility evidenced by the
      Singapore Credit Agreement, the Singapore Guarantees and the other instruments,
      documents and agreements executed or delivered in connection
      therewith.

     

    “Singapore
      Guarantees” means those certain guarantees of the Indebtedness and
      other obligations of the borrowers under the Singapore Credit Agreement by
      the
      Borrower and each member of the Singapore Regional Group, as the same may be
      amended, restated, supplemented, modified, extended, refinanced or replaced
      from
      time to time in a manner that is not materially adverse to the interests of
      the
      Lenders.

     

    “Singapore
      Regional Group” means each of Energizer Asia Investments Pte.
      Ltd.,  a company organized under the laws of Singapore, Energizer
      Singapore Pte. Ltd., a company organized under the laws of Singapore, Sonca
      Products Ltd., a company organized under the laws of Hong Kong, and
      Schick Asia Limited, a company organized under the laws of Hong
      Kong.

     

    “Solvent”
      means, when used with respect to any Person, that at the time of
      determination:

     

    (i)  the
      fair value of its assets (both at fair valuation and at present fair saleable
      value) is equal to or in excess of the total amount of its liabilities,
      including, without limitation, contingent liabilities; and

     

    (ii)  it
      is then able and believes that it will be able to pay its debts as they mature;
      and

     

    (iii)  it
      has capital sufficient to carry on its business as conducted and as proposed
      to
      be conducted.

     

    With
      respect to
      contingent liabilities (such as litigation and guarantees), such liabilities
      shall be computed at the amount which, in light of all the facts and
      circumstances existing at the time, represent the amount which can be reasonably
      be expected to become an actual or matured liability.

     

    “SPV”
      means any special purpose entity established for the purpose of purchasing
      receivables in connection with a receivables securitization transaction
      permitted under the terms of this Agreement.

     

    “Statutory
      Reserve Rate” means a fraction (expressed as a decimal), the
      numerator of which is the number one and the denominator of which is the number
      one minus the aggregate of the maximum reserve percentages (including any
      marginal, special, emergency or supplemental reserves) expressed as a decimal
      established by the Board to which the Administrative Agent is subject, with
      respect to the Eurodollar Rate, for eurocurrency funding (currently referred
      to
      as “Eurocurrency Liabilities” in Regulation D of the Board).  Such
      reserve percentages shall include those imposed pursuant to such Regulation
      D.  Eurodollar Rate Loans shall be deemed to constitute eurocurrency
      funding and to be subject to such reserve requirements without benefit of or
      credit for proration, exemptions or offsets that may be available from time
      to
      time to any Lender under such Regulation D or any comparable
      regulation.  The Statutory Reserve Rate shall be adjusted
      automatically on and as of the effective date of any change in any reserve
      percentage.

     

    “Subsidiary”
      of a Person means (i) any corporation more than 50% of the outstanding
      securities having ordinary voting power of which shall at the time be owned
      or
      controlled, directly or indirectly, by such Person or by one or more of its
      Subsidiaries or by such Person and one or more of its Subsidiaries, or (ii)
      any
      partnership, limited liability company, association, joint venture or similar
      business organization more than 50% of the ownership interests having ordinary
      voting power of which shall at the time be so owned or
      controlled.  Unless otherwise expressly provided, all references
      herein to a “Subsidiary” means a Subsidiary of the Borrower.

     

    “Subsidiary
      Guarantors” means (i) as of the Closing Date, all of the Borrower’s
      Material Domestic Subsidiaries and all other Subsidiaries which are required
      to
      become Subsidiary Guarantors pursuant to Section 7.3(Q) as of such date;
      (ii) all New Subsidiaries which are Material Domestic Subsidiaries and which
      have satisfied the provisions of Section 7.2(K)(a); (iii) all of the
      Borrower’s Subsidiaries which become Material Domestic Subsidiaries and which
      have satisfied the provisions of Section 7.2(K)(b); and (iv) all other
      domestic Subsidiaries which become Subsidiary Guarantors in satisfaction of
      the
      provisions of Section 7.2(K)(c)(i) or any Subsidiaries which become
      Subsidiary Guarantors in satisfaction of the provisions of Section
      7.2(K)(c)(ii), in each case with respect to clauses (i) through
(iv) above, other than the SPVs and together with their respective
      successors and assigns.

     

    “Subsidiary
      Guaranty” means that certain Guaranty dated as of the Closing Date,
      executed by the Subsidiary Guarantors in favor of the Administrative Agent,
      for
      the ratable benefit of the Lenders, as it may be amended, modified, supplemented
      and/or restated (including to add new Subsidiary Guarantors), and as in effect
      from time to time.

     

    “Supplement”
      shall have the meaning set forth in Section 7.2(K).

     

    “Syndication
      Agent” means Bank of America (and its successors) in its capacity
      as syndication agent for the loan transaction evidenced by this
      Agreement.

     

    “Taxes”
      means any and all present or future taxes, duties, levies, imposts, deductions,
      charges or withholdings, and any and all liabilities with respect to the
      foregoing, but excluding Excluded Taxes.

     

    “Termination
      Date” means the earliest to occur of (a) December 3, 2012 and (b)
      the date of termination in whole of the Commitments pursuant to Section
      9.1 hereof.

     

    “Termination
      Event” means (i) a Reportable Event with respect to any Benefit
      Plan; (ii) the withdrawal of the Borrower or any member of the Controlled Group
      from a Benefit Plan during a plan year in which the Borrower or such Controlled
      Group member was a “substantial employer” as defined in Section 4001(a)(2) of
      ERISA with respect to such plan; (iii) the imposition of an obligation under
      Section 4041 of ERISA to provide affected parties written notice of intent
      to
      terminate a Benefit Plan in a distress termination described in Section 4041(c)
      of ERISA; (iv) the institution by the PBGC or any foreign governmental authority
      of proceedings to terminate or appoint a trustee to administer a Benefit Plan
      or
      Foreign Pension Plan; (v) any event or condition which might constitute grounds
      under Section 4042 of ERISA for the termination of, or the appointment of a
      trustee to administer, any Benefit Plan; or (vi) the partial or complete
      withdrawal of the Borrower or any member of the Controlled Group from a
      Multiemployer Plan.

     

    “Transferee”
      is defined in Section 13.5 hereof.

     

    “Trigger
      Quarter” is defined in Section 7.4(A) hereof.

     

    “2000
      Receivables Purchase Agreement” means that certain Receivables
      Purchase Agreement, dated as of April 4, 2000, as amended, extended or replaced
      in a manner permitted by this Agreement, among Energizer Receivables Funding
      Corporation, a Delaware corporation, as the seller thereunder, Eveready Battery
      Company, a Delaware Corporation, as the servicer thereunder, Falcon Asset
      Securitization Corporation and Bank One, NA, as the agent
      thereunder.

     

    “2000
      Receivables Sale Agreement” means that certain Receivables Sale
      Agreement, dated as of April 4, 2000, as amended, extended or replaced in a
      manner permitted by this Agreement, between Eveready Battery Company, Inc.,
      a
      Delaware corporation, and Energizer Receivables Funding Corporation, a Delaware
      corporation and an SPV.

     

    “2003
      Note Purchase Agreement” means that certain Note Purchase Agreement
      dated as of June 1, 2003 as amended by the First Amendment to Note Purchase
      Agreement dated September 26, 2005 among the Borrower and the “Purchasers”
referred to therein, under which the Borrower has issued senior unsecured notes
      in an original aggregate principal amount of $700,000,000 (the “2003
      Senior Notes”), which shall be pari passu with the Obligations
      hereunder and the Hedging Obligations, as such 2003 Senior Notes and such Note
      Purchase Agreement may be amended, restated, supplemented, modified, extended,
      or refinanced or replaced (to the extent such refinancing or replacement is
      with
      the proceeds of another private placement issuance), from time to time in a
      manner that is not materially adverse to the interests of the
      Lenders.

     

    “2003
      Senior Notes” is defined in the definition of “2003 Note Purchase
      Agreement” above.

     

    “2004
      Note Purchase Agreement” means that certain Note Purchase Agreement
      dated as of November 1, 2004 as amended by the First Amendment to Note Purchase
      Agreement dated September 26, 2005 among the Borrower and the “Purchasers”
referred to therein, under which the Borrower has issued senior unsecured notes
      in an original aggregate principal amount of $300,000,000 (the “2004
      Senior Notes”), which shall be pari passu with the Obligations
      hereunder and the Hedging Obligations, as such 2004 Senior Notes and such Note
      Purchase Agreement may be amended, restated, supplemented, modified, extended,
      or refinanced or replaced (to the extent such refinancing or replacement is
      with
      the proceeds of another private placement issuance), from time to time in a
      manner that is not materially adverse to the interests of the
      Lenders.

     

    “2004
      Senior Notes” is defined in the definition of “2004 Note Purchase
      Agreement” above.

     

    “2005
      Note Purchase Agreement” means that certain Note Purchase Agreement
      dated as of August 1, 2005 as amended by the First Amendment to Note Purchase
      Agreement dated September 26, 2005 among the Borrower and the “Purchasers”
referred to therein, under which the Borrower has issued senior unsecured notes
      in an original aggregate principal amount of $325,000,000 (the “2005
      Senior Notes”), which shall be pari passu with the Obligations
      hereunder and the Hedging Obligations, as such 2005 Senior Notes and such Note
      Purchase Agreement may be amended, restated, supplemented, modified, extended,
      or refinanced or replaced (to the extent such refinancing or replacement is
      with
      the proceeds of another private placement issuance), from time to time in a
      manner that is not materially adverse to the interests of the
      Lenders.

     

    “2005
      Senior Notes” is defined in the definition of “2005 Note Purchase
      Agreement” above.

     

    “2006
      Note Purchase Agreement” means that certain Note Purchase Agreement
      dated as of July 6, 2006 among the Borrower and the “Purchasers” referred to
      therein, under which the Borrower has issued senior unsecured notes in an
      original aggregate principal amount of $500,000,000 (the “2006 Senior
      Notes”), which shall be pari passu with the Obligations hereunder and
      the Hedging Obligations, as such 2006 Senior Notes and such Note Purchase
      Agreement may be amended, restated, supplemented, modified, extended, or
      refinanced or replaced (to the extent such refinancing or replacement is with
      the proceeds of another private placement issuance), from time to time in a
      manner that is not materially adverse to the interests of the
      Lenders.

     

    “2006
      Senior Notes” is defined in the definition of “2006 Note Purchase
      Agreement” above.

     

    “2007
      Note Purchase Agreement” means that certain Note Purchase Agreement
      dated as of October 15, 2007 among the Borrower and the “Purchasers” referred to
      therein, under which the Borrower has issued senior unsecured notes in an
      original aggregate principal amount of $500,000,000 (the “2007 Senior
      Notes”), which shall be pari passu with the Obligations hereunder and
      the Hedging Obligations, as such 2007 Senior Notes and such Note Purchase
      Agreement may be amended, restated, supplemented, modified, extended, or
      refinanced or replaced (to the extent such refinancing or replacement is with
      the proceeds of another private placement issuance), from time to time in a
      manner that is not materially adverse to the interests of the
      Lenders.

     

    “2007
      Senior Notes” is defined in the definition of “2007 Note Purchase
      Agreement” above.

     

    “Type”
      means, with respect to any Loan, its nature as a Floating Rate Loan or a
      Eurodollar Rate Loan.

     

    “Unmatured
      Default” means an event which, but for the lapse of time or the
      giving of notice, or both, would constitute a Default.

     

    The
      foregoing
      definitions shall be equally applicable to both the singular and plural forms
      of
      the defined terms.  Any accounting terms used in this Agreement which
      are not specifically defined herein shall have the meanings customarily given
      them in accordance with generally accepted accounting principles in existence
      as
      of the date hereof.

     

    1.2  References.  Any
      references to Subsidiaries of the Borrower shall not in any way be construed
      as
      consent by the Administrative Agent or any Lender to the establishment,
      maintenance or acquisition of any Subsidiary, except as may otherwise be
      permitted hereunder.

     

    ARTICLE
      II: 

    THE
      TERM
      LOAN FACILITY

     

    2.1  Loans.

     

    (a)  Upon
      the
      satisfaction of the conditions precedent set forth in Section 5.1, each
      Lender severally and not jointly agrees, on the terms and conditions set forth
      in this Agreement, to make a term loan, consisting of a single draw, on the
      Closing Date, in Dollars, to the Borrower in an amount equal to such Lender’s
      Commitment.  Each Loan under this Section 2.1 shall consist of
      Loans made by each Lender ratably in proportion to such Lender’s respective Pro
      Rata Share.  No Loan shall be reborrowed once repaid.

     

    (b)  Borrowing/Election
      Notice.  The Borrower shall deliver to the Administrative Agent a
      Borrowing/Election Notice, signed by it, in accordance with the terms of
Section 2.7.  The Administrative Agent shall promptly notify
      each Lender of such request.

     

    (c)  Making
      of
      Loans.  Promptly after receipt of the Borrowing/Election Notice
      under Section 2.7 in respect of the Loans, the Administrative Agent shall
      notify each Lender by telex or telecopy, or other similar form of transmission,
      of the requested Loans.  Each Lender shall make available its Loan in
      accordance with the terms of Section 2.6.  The Administrative
      Agent will promptly make the funds so received from the Lenders available to
      the
      Borrower at the Administrative Agent’s office in Chicago, Illinois on the
      Closing Date and shall disburse such proceeds in accordance with the Borrower’s
      disbursement instructions set forth in such Borrowing/Election
      Notice.  The failure of any Lender to deposit the amount described
      above with the Administrative Agent on the Closing Date shall not relieve any
      other Lender of its obligations hereunder to make its Loan on the Closing
      Date.

     

    2.2  Repayment
      of
      Loans.  The Borrower shall repay the principal amount of the Loans
      in quarterly installments of $1,500,000 on each Payment
      Date prior to the Termination Date, with the remaining unpaid principal balance
      due on the Termination Date.

     

    2.3  Rate
      Options for
      all Loans; Maximum Interest Periods.  The Loans may be Floating
      Rate Loans or Eurodollar Rate Loans, or a combination thereof, selected by
      the
      Borrower in accordance with Section 2.9.  The Borrower may
      select, in accordance with Section 2.9, rate options and Interest Periods
      applicable to the Loans; provided that there shall be no more than eight
      (8) Interest Periods in effect with respect to all of the Loans at any
      time.

     

    2.4  Optional
      Prepayments.  The Borrower may from time to time and at any time
      upon at least one (1) Business Day’s prior written notice repay or prepay,
      without penalty or premium all or any part of outstanding Floating Rate Loans
      in
      an aggregate minimum amount of $5,000,000 and in integral multiples of
      $1,000,000 in excess thereof.  Eurodollar Rate Loans may be
      voluntarily repaid or prepaid prior to the last day of the applicable Interest
      Period, subject to the indemnification provisions contained in Section
      4.4, provided, that the Borrower may not so prepay Eurodollar Rate
      Loans unless it shall have provided at least three (3) Business Days’ prior
      written notice to the Administrative Agent of such prepayment and
provided, further, that optional prepayments of Eurodollar Rate
      Loans made pursuant to Section 2.1 with respect to the same Interest
      Period shall be for the entire amount of all such outstanding Eurodollar Rate
      Loans.  No optional prepayments may be reborrowed once
      made.  Optional Prepayments shall not affect the amount of the
      principal payments required under Section 2.2.

     

    2.5  Reduction
      of
      Commitments.  After giving effect to the Advance on the Closing
      Date, the Aggregate Commitment shall be permanently reduced to
      zero.

     

    2.6  Method
      of
      Borrowing.  Not later than 2:00 p.m. (Chicago time) on the Closing
      Date, each Lender shall make available its Loan, in immediately available funds,
      to the Administrative Agent at its address specified pursuant to Article
      XIV.  The Administrative Agent will promptly make the funds so
      received from the Lenders available to the Borrower at the Administrative
      Agent’s aforesaid address.

     

    2.7  Method
      of
      Requesting the Advance.  The Borrower shall give the
      Administrative Agent irrevocable notice in substantially the form of Exhibit
      B hereto (a “Borrowing/Election Notice”) not later than
      11:00 a.m. (Chicago time) (a) on or before the Closing Date if the Loans being
      requested are Floating Rate Loans and (b) on or before three (3) Business Days
      before the Closing Date if the Loans being requested are Eurodollar Rate Loans,
      specifying:  (i) the Closing Date (which shall be a Business Day) for
      the Advance; (ii) the aggregate amount of the Advance (which shall be equal
      to
      the Aggregate Commitment); (iii) the Type of Advance selected; and (iv) in
      the
      case of each Eurodollar Rate Loan, the Interest Period applicable
      thereto.  Notwithstanding the foregoing, if the Borrower delivers a
      Borrowing/Election Notice, signed by it, together with appropriate documentation
      in form and substance satisfactory to the Administrative Agent indemnifying
      the
      Lenders for the amounts described in Section 4.4 on or before the third
      (3rd) Business
      Day prior to the Closing Date, the Loans made on the Closing Date may be
      Eurodollar Rate Loans.

     

    2.8  Amount
      of the
      Advance.  The Advance shall be equal to the amount of the
      Aggregate Commitment.

     

    2.9  Method
      of
      Selecting Types and Interest Periods for Conversion and Continuation of
      Loans.

     

    (A)  Right
      to
      Convert.  The Borrower may elect from time to time, subject to the
      provisions of Section 2.3, this Section 2.9 and Section 5.2
      to convert all or any part of a Loan of any Type into any other Type or Types
      of
      Loans; provided that any conversion of any Eurodollar Rate Loan shall be
      made on, and only on, the last day of the Interest Period applicable
      thereto.

     

    (B)  Automatic
      Conversion and Continuation.  Floating Rate Loans shall continue
      as Floating Rate Loans unless and until such Floating Rate Loans are repaid
      or
      converted into Eurodollar Rate Loans.  Eurodollar Rate Loans shall
      continue as Eurodollar Rate Loans until the end of the then applicable Interest
      Period therefor, at which time such Eurodollar Rate Loans shall be automatically
      converted into Floating Rate Loans unless the Borrower shall have repaid such
      Loans or given the Administrative Agent a Borrowing/Election Notice in
      accordance with Section 2.9(D) requesting that, at the end of such
      Interest Period, such Eurodollar Rate Loans continue as a Eurodollar Rate
      Loan.

     

    (C)  No
      Conversion
      Post-Default.  Notwithstanding anything to the contrary contained
      in Section 2.9(A) or Section 2.9(B), no Loan may be converted into
      or continued as a Eurodollar Rate Loan (except with the consent of the Required
      Lenders) when any Default has occurred and is continuing.

     

    (D)  Borrowing/Election
      Notice.  The Borrower shall give the Administrative Agent an
      irrevocable Borrowing/Election Notice of each conversion of a Floating Rate
      Loan
      into a Eurodollar Rate Loan or continuation of a Eurodollar Rate Loan not later
      than 11:00 a.m. (Chicago time) three (3) Business Days prior to the date of
      the
      requested conversion or continuation, specifying:  (i) the requested
      date (which shall be a Business Day) of such conversion or continuation; (ii)
      the amount and Type of the Loan to be converted or continued; and (iii) the
      amount of Eurodollar Rate Loan(s) into which such Loan is to be converted or
      continued, and the duration of the Interest Period applicable
      thereto.

     

    (E)  Interest
      Periods.  The Borrower shall select Interest Periods so that, to
      the best of the Borrower’s knowledge, it will not be necessary to prepay all or
      any portion of any Eurodollar Rate Loan prior to the last day of the applicable
      Interest Period in order to make mandatory prepayments as required pursuant
      to
      the terms hereof.  Each Floating Rate Loan and all Obligations other
      than Loans shall bear interest from and including the date of the making of
      such
      Loan, in the case of Floating Rate Loans, and the date such Obligation is due
      and owing in the case of such other Obligations, to (but not including) the
      date
      of repayment thereof at the Alternate Base Rate, changing when and as such
      Alternate Base Rate changes.  Changes in the rate of interest on that
      portion of the Loans maintained as Floating Rate Loans will take effect
      simultaneously with each change in the Alternate Base Rate.  Each
      Eurodollar Rate Loan shall bear interest from and including the first day of
      the
      Interest Period applicable thereto to (but not including) the last day of such
      Interest Period at the interest rate determined as applicable to such Eurodollar
      Rate Loan, changing when and as the Applicable Margin
      changes.  Changes in the rate of interest on that portion of the Loans
      maintained as Eurodollar Rate Loans will take effect simultaneously with each
      change in the Applicable Margin.

     

    2.10  Default
      Rate.  After the occurrence and during the continuance of a
      Default, the Administrative Agent or the Required Lenders may, at their option,
      by notice to the Borrower declare that, the interest rate(s) applicable to
      the
      Obligations (other than Eurodollar Rate Loans) shall be equal to the Alternate
      Base Rate, changing as and when the Alternate Base Rate changes, or, for
      Eurodollar Rate Loans, the then highest Eurodollar Rate (utilizing the highest
      Applicable Margin in effect from time to time), in each case, plus two percent
      (2.00%) per annum for all Loans and other Obligations; provided, that
      after the occurrence and during the continuance of a Default under Sections
      8.1(F), (G) or (I), the interest rate described above shall be
      applicable without any election or action on the part of the Administrative
      Agent or any other Lender.

     

    2.11  Method
      of
      Payment.  All payments of principal, interest, fees and
      commissions hereunder shall be made, without setoff, deduction or counterclaim,
      in immediately available funds to the Administrative Agent at the Administrative
      Agent’s address specified pursuant to Article XIV, or at any other
      Lending Installation of the Administrative Agent specified in writing by the
      Administrative Agent to the Borrower, by 2:00 p.m. (Chicago time) on the date
      when due and shall be made ratably among the Lenders (unless such amount is
      not
      to be shared ratably in accordance with the terms hereof).  Each
      payment delivered to the Administrative Agent for the account of any Lender
      shall be delivered promptly by the Administrative Agent to such Lender in the
      same type of funds which the Administrative Agent received at its address
      specified pursuant to Article XIV or at any Lending Installation
      specified in a notice received by the Administrative Agent from such
      Lender.  The Borrower authorizes the Administrative Agent to charge
      the account of the Borrower maintained with JPMorgan for each payment of
      principal, interest, fees and commissions as it becomes due
      hereunder.

     

    2.12  Evidence
      of
      Debt; Noteless Agreement.

     

    (A)  Each
      Lender shall
      maintain in accordance with its usual practice an account or accounts evidencing
      the indebtedness of the Borrower to such Lender resulting from each Loan made
      by
      such Lender from time to time, including the amounts of principal and interest
      payable and paid to such Lender from time to time hereunder.

     

    (B)  The
      Administrative
      Agent shall also maintain accounts in which it will record (i) the amount of
      each Loan made hereunder, the Type thereof and the Interest Period, if any,
      with
      respect thereto, (ii) the amount of any principal or interest due and payable
      or
      to become due and payable from the Borrower to each Lender hereunder and (iii)
      the amount of any sum received by the Administrative Agent hereunder from the
      Borrower and each Lender’s share thereof.

     

    (C)  The
      entries made in
      the accounts maintained pursuant to clauses (A) and (B) above
      shall be prima facie evidence of the existence and amounts of the
      Obligations therein recorded unless the Borrower objects to information
      contained therein within thirty (30) days of the Borrower’s receipt of such
      information; provided,however, that the failure
      of any Lender or the Administrative Agent to maintain such accounts or any
      error
      therein shall not in any manner affect the obligation of the Borrower to repay
      the Obligations in accordance with the terms of this Agreement.

     

    (D)  Any
      Lender may
      request that its Loans be evidenced by a promissory note.  In such
      event, the Borrower shall prepare, execute and deliver to such Lender a
      promissory note for such Loans payable to the order of such Lender and in a
      form
      approved by the Administrative Agent in its reasonable discretion and consistent
      with the terms of this Agreement.  Thereafter, the Loans evidenced by
      such promissory note and interest thereon shall at all times (prior to any
      assignment pursuant to Section 13.3) be represented by one or more
      promissory notes in such form, payable to the order of the payee named therein,
      except to the extent that any such Lender subsequently returns any such note
      for
      cancellation and requests that such Loans once again be evidenced as described
      in clauses (A) and (B) above.

     

    2.13  Telephonic
      Notices.  The Borrower authorizes the Lenders and the
      Administrative Agent to extend, convert or continue the Loans, effect selections
      of Types of Loans and to transfer funds based on telephonic notices made by
      any
      person or persons the Administrative Agent or any Lender in good faith believes
      to be acting on behalf of the Borrower.  The Borrower agrees to
      deliver promptly to the Administrative Agent a written confirmation, signed
      by
      an Authorized Officer of the Borrower, if such confirmation is requested by
      the
      Administrative Agent or any Lender, of each telephonic notice.  If the
      written confirmation differs in any material respect from the action taken
      by
      the Administrative Agent and the Lenders, the records of the Administrative
      Agent and the Lenders with respect to such telephonic notice shall govern absent
      manifest error.  In case of disagreement concerning such notices, if
      the Administrative Agent has recorded telephonic Borrowing/Election Notices,
      such recordings will be made available to the Borrower upon the Borrower’s
      request therefor.

     

    2.14  Promise
      to Pay;
      Interest Payment Dates; Fees; Interest and Fee Basis.

     

    (A)  Promise
      to
      Pay.  The Borrower unconditionally promises to pay when due the
      principal amount of each Loan and all other Obligations incurred by it, and
      to
      pay all unpaid interest accrued thereon, in accordance with the terms of this
      Agreement and the other Loan Documents.

     

    (B)  Interest
      Payment
      Dates.  Interest accrued on each Floating Rate Loan shall be
      payable on each Payment Date, commencing with the first such date to occur
      after
      the date hereof and on any date on which such Floating Rate Loan is prepaid,
      whether by acceleration or otherwise (including at
      maturity).  Interest accrued on each Eurodollar Rate Loan shall be
      payable on the last day of its applicable Interest Period, on any date on which
      the Eurodollar Rate Loan is prepaid, whether by acceleration or otherwise,
      and
      at maturity.  Interest accrued on each Eurodollar Rate Loan having an
      Interest Period longer than three months shall also be payable on the last
      day
      of each three-month interval during such Interest Period.  Interest
      accrued on the principal balance of all other Obligations shall be payable
      in
      arrears (i) on each Payment Date, commencing on the first such day following
      the
      incurrence of such Obligation, (ii) upon repayment thereof in full or in part,
      and (iii) if not theretofore paid in full, at the time such other Obligation
      becomes due and payable (whether by acceleration or otherwise).

     

    (C)  Agent
      and
      Arranger Fees.

     

    The
      Borrower agrees
      to pay to the Administrative Agent and/or the Arrangers, for their own accounts,
      fees payable in the amounts and at the times separately agreed upon with the
      Borrower.

     

    (D)  Interest
      and Fee
      Basis; Applicable Margin.

     

    (i)  Interest
      accrued on
      Eurodollar Rate Loans and Floating Rate Loans where the basis for calculation
      of
      such Floating Rate Loans is the Federal Funds Effective Rate shall be calculated
      for actual days elapsed on the basis of a year of 360 days, and interest accrued
      on Floating Rate Loans where the basis for calculation is the Prime Rate shall
      be calculated for actual days elapsed on the basis of a year of 365, or when
      appropriate 366, days.  Interest shall be payable for the day an
      Obligation is incurred but not for the day of any payment on the amount paid
      if
      payment is received prior to 2:00 p.m. (Chicago time) at the place of
      payment.  If any payment of principal of or interest on a Loan or any
      payment of any other Obligations shall become due on a day which is not a
      Business Day, such payment shall be made on the next succeeding Business Day
      and, in the case of a principal payment, such extension of time shall be
      included in computing interest, fees and commissions in connection with such
      payment.

     

    (ii)  The
      Applicable
      Margin shall be determined from time to time by reference to the Pricing
      Schedule on the basis of the then applicable ratio of (i) the sum of all
      Indebtedness of the Borrower and its Subsidiaries to (ii) EBITDA (such ratio,
      the “Leverage Ratio”), as described in such Pricing
      Schedule.  For purposes of such Pricing Schedule, the Leverage Ratio
      shall be calculated as of the last day of each fiscal quarter based upon (a)
      for
      Indebtedness, Indebtedness as of the last day of each such fiscal quarter;
      and
      (b) for EBITDA, the actual amount for the four-quarter period ending on such
      day, calculated, with respect to Permitted Acquisitions, on a
proforma basis using unadjusted historical audited and reviewed
      unaudited financial statements obtained from the seller (with the EBITDA
      component thereof broken down by fiscal quarter in the Borrower’s reasonable
      judgment).

     

    2.15  Notification
      of
      the Advance, Interest Rates and Prepayments.  Promptly after
      receipt thereof, the Administrative Agent will notify each Lender of the
      contents of each Borrowing/Election Notice and repayment notice received by
      it
      hereunder.  The Administrative Agent will notify each Lender of the
      interest rate applicable to each Eurodollar Rate Loan promptly upon
      determination of such interest rate and will give each Lender prompt notice
      of
      each change in the Alternate Base Rate.

     

    2.16  Lending
      Installations.  Each Lender may book its Loans at any Lending
      Installation selected by such Lender and may change its Lending Installation
      from time to time.  All terms of this Agreement shall apply to any
      such Lending Installation.  Subject to the provisions of Section
      4.6, each Lender may, by written or facsimile notice to the Administrative
      Agent and the Borrower, designate a Lending Installation through which Loans
      will be made by it and for whose account Loan payments are to be
      made.

     

    2.17  Non-Receipt
      of
      Funds by the Administrative Agent.  Unless the Borrower or a
      Lender, as the case may be, notifies the Administrative Agent prior to the
      date
      on which it is scheduled to make payment to the Administrative Agent of (i)
      in
      the case of a Lender, the proceeds of a Loan or (ii) in the case of the
      Borrower, a payment of principal, interest or fees to the Administrative Agent
      for the account of the Lenders, that it does not intend to make such payment,
      the Administrative Agent may assume that such payment has been
      made.  The Administrative Agent may, but shall not be obligated to,
      make the amount of such payment available to the intended recipient in reliance
      upon such assumption.  If such Lender or the Borrower, as the case may
      be, has not in fact made such payment to the Administrative Agent, the recipient
      of such payment shall, on demand by the Administrative Agent, repay to the
      Administrative Agent the amount so made available together with interest thereon
      in respect of each day during the period commencing on the date such amount
      was
      so made available by the Administrative Agent until the date the Administrative
      Agent recovers such amount at a rate per annum equal to (i) in the case of
      payment by a Lender, the Federal Funds Effective Rate for such day or (ii)
      in
      the case of payment by the Borrower, the interest rate applicable to the
      relevant Loan.

     

    2.18  Termination
      Date.  This Agreement shall be effective until the Termination
      Date.  Notwithstanding the termination of this Agreement, until all of
      the Obligations (other than contingent indemnity obligations) shall have been
      fully and indefeasibly paid and satisfied in cash (to the full extent that
      such
      Obligations are payable in cash) and all financing arrangements among the
      Borrower and the Lenders under or in connection with this Agreement and the
      other Loan Documents shall have been terminated, all of the rights and remedies
      under this Agreement and the other Loan Documents shall survive.

     

    2.19  Replacement
      of
      Certain Lenders.  In the event a Lender (an “Affected
      Lender”) shall have:  (i) failed to fund its Pro Rata Share
      of the Advance requested by the Borrower, which such Lender is obligated to
      fund
      under the terms of this Agreement and which failure has not been cured, (ii)
      requested compensation from the Borrower under Sections 4.1, 4.2
      or 4.5 to recover Taxes, Other Taxes or other additional costs incurred
      by such Lender which are not being incurred generally by the other Lenders,
      (iii) delivered a notice pursuant to Section 4.3 claiming that such
      Lender is unable to extend Eurodollar Rate Loans to the Borrower for reasons
      not
      generally applicable to the other Lenders or (iv) has invoked Section
      10.2, then, in any such case, the Borrower or the Administrative Agent may
      make written demand on such Affected Lender (with a copy to the Administrative
      Agent in the case of a demand by the Borrower and a copy to the Borrower in
      the
      case of a demand by the Administrative Agent) for the Affected Lender to assign,
      and such Affected Lender shall use commercially reasonable efforts to assign
      five (5) Business Days after the date of such demand, to one or more financial
      institutions that comply with the provisions of Section 13.3 which the
      Borrower or the Administrative Agent, as the case may be, shall have engaged
      for
      such purpose (“Replacement Lender”), all of such Affected
      Lender’s rights and obligations under this Agreement and the other Loan
      Documents (including, without limitation, all Loans owing to it hereunder)
      in
      accordance with Section 13.3.  The Administrative Agent agrees,
      upon the occurrence of such events with respect to an Affected Lender and upon
      the written request of the Borrower, to use its reasonable efforts to obtain
      the
      commitments from one or more financial institutions to act as a Replacement
      Lender.  The Administrative Agent is authorized to execute any
      Assignment and Assumption as attorney-in-fact for any Affected Lender failing
      to
      execute and deliver the same within five (5) Business Days after the date of
      such demand.  Further, with respect to such assignment the Affected
      Lender shall have concurrently received, in cash, all amounts due and owing
      to
      the Affected Lender hereunder or under any other Loan Document, including,
      without limitation, the aggregate outstanding principal amount of the Loans
      owed
      to such Lender, together with accrued interest thereon through the date of
      such
      assignment, amounts payable under Sections 4.1, 4.2 and 4.5
      with respect to such Affected Lender and compensation payable under Section
      2.14 in the event of any replacement of any Affected Lender under clause
      (ii) or clause (iii) of this Section 2.19; provided
      that upon such Affected Lender’s replacement, such Affected Lender shall cease
      to be a party hereto but shall continue to be entitled to the benefits of
Sections 4.1, 4.2, 4.4, 4.5 and 10.7, as well
      as to any fees accrued for its account hereunder and not yet paid, and shall
      continue to be obligated under Article XI with respect to losses,
      obligations, liabilities, damages, penalties, actions, judgments, costs,
      expenses or disbursements for matters which occurred prior to the date the
      Affected Lender is replaced.

     

    ARTICLE
      III: 

    [RESERVED]

     

    ARTICLE
      IV:   

    YIELD
      PROTECTION; TAXES

     

    4.1  Yield
      Protection.  If, on or after the date of this Agreement, the
      adoption of any law or any governmental or quasi-governmental rule, regulation,
      policy, guideline or directive (whether or not having the force of law), or
      any
      change in the interpretation or administration thereof by any governmental
      or
      quasi-governmental authority, central bank or comparable agency charged with
      the
      interpretation or administration thereof, or compliance by any Lender or
      applicable Lending Installation with any request or directive (whether or not
      having the force of law) of any such authority, central bank or comparable
      agency:

     

    (i)  subjects
      any Lender
      or any applicable Lending Installation to any Taxes, or changes the basis of
      taxation of payments (other than with respect to Excluded Taxes) to any Lender
      in respect of its Loans, or

     

    (ii)  imposes
      or
      increases or deems applicable any reserve, assessment, insurance charge, special
      deposit or similar requirement against assets of, deposits with or for the
      account of, or credit extended by, any Lender or any applicable Lending
      Installation (other than reserves and assessments taken into account in
      determining the interest rate applicable to Eurodollar Rate Loans),
      or

     

    (iii)  imposes
      any other
      condition the result of which is to increase the cost to any Lender or any
      applicable Lending Installation of making, funding or maintaining its Loans
      or
      reduces any amount receivable by any Lender or any applicable Lending
      Installation in connection with its Loans, or requires any Lender or any
      applicable Lending Installation to make any payment calculated by reference
      to
      the amount of Loans held or interest received by it, by an amount deemed
      material by such Lender,

     

    and
      the result of
      any of the foregoing is to increase the cost to such Lender or applicable
      Lending Installation of making or maintaining its Loans or Commitment or to
      reduce the return received by such Lender or applicable Lending Installation
      in
      connection with such Loans or Commitment, then, within fifteen (15) days of
      demand by such Lender, the Borrower shall pay such Lender such additional amount
      or amounts as will compensate such Lender for such increased cost or reduction
      in amount received.

     

    Notwithstanding
      the
      foregoing provisions of this Section 4.1, if any Lender fails to notify
      the Borrower of any event or circumstance which will entitle such Lender to
      compensation pursuant to this Section 4.1 within ninety (90) days after
      such Lender obtains knowledge of such event or circumstance, then such Lender
      shall not be entitled to compensation from the Borrower for any amount arising
      prior to the date which is ninety (90) days before the date on which such Lender
      notifies the Borrower of such event or circumstance.

     

    4.2  Changes
      in
      Capital Adequacy Regulations.  If a Lender determines the amount
      of capital required or expected to be maintained by such Lender, any Lending
      Installation of such Lender or any corporation controlling such Lender is
      increased as a result of a Change, then, within fifteen (15) days of demand
      by
      such Lender, the Borrower shall pay such Lender the amount necessary to
      compensate for any shortfall in the rate of return on the portion of such
      increased capital which such Lender reasonably determines is attributable to
      this Agreement, its Loans or its Commitment hereunder (after taking into account
      such Lender’s customary policies as to capital
      adequacy).  “Change” means (i) any change after the
      date of this Agreement in the Risk-Based Capital Guidelines or (ii) any adoption
      of or change in any other law, governmental or quasi-governmental rule,
      regulation, policy, guideline, interpretation, or directive (whether or not
      having the force of law) after the date of this Agreement which affects the
      amount of capital required or expected to be maintained by any Lender or any
      Lending Installation or any corporation controlling any
      Lender.  “Risk-Based Capital Guidelines” means (i)
      the risk-based capital guidelines in effect in the United States on the date
      of
      this Agreement, including transition rules, and (ii) the corresponding capital
      regulations promulgated by regulatory authorities outside the United States
      implementing the July 1988 report of the Basle Committee on Banking Regulation
      and Supervisory Practices Entitled “International Convergence of Capital
      Measurements and Capital Standards,” including transition rules, and any
      amendments to such regulations adopted prior to the date of this
      Agreement.

     

    4.3  Availability
      of
      Types of Loans.  If any Lender determines that maintenance of its
      Eurodollar Rate Loans at a suitable Lending Installation would violate any
      applicable law, rule, regulation, or directive, whether or not having the force
      of law, or if the Required Lenders determine that (i) deposits of a type and
      maturity appropriate to match fund Eurodollar Rate Loans are not available
      or
      (ii) the interest rate applicable to Eurodollar Rate Loans does not accurately
      reflect the cost of making or maintaining Eurodollar Rate Loans, then the
      Administrative Agent shall suspend the availability of Eurodollar Rate Loans
      and
      require any affected Eurodollar Rate Loans to be repaid or converted to Floating
      Rate Loans, subject to the payment of any funding indemnification amounts
      required by Section 4.4.

     

    4.4  Funding
      Indemnification.  If any payment of a Eurodollar Rate Loan occurs
      on a date which is not the last day of the applicable Interest Period, whether
      because of acceleration, prepayment or otherwise, or a Eurodollar Rate Loan
      is
      not made on the date specified by the Borrower for any reason other than default
      by the Lenders, the Borrower will indemnify each Lender for any loss or cost
      incurred by it resulting therefrom (excluding loss of margin), including,
      without limitation, any loss or cost in liquidating or employing deposits
      acquired to fund or maintain such Eurodollar Rate Loan.

     

    4.5  Taxes.

     

    (i)  All
      payments by the
      Borrower to or for the account of any Lender or the Administrative Agent
      hereunder or under any of the other Loan Documents shall be made free and clear
      of and without deduction for any and all Taxes.  If the Borrower shall
      be required by law to deduct any Taxes from or in respect of any sum payable
      hereunder to any Lender or the Administrative Agent, (a) the sum payable shall
      be increased as necessary so that after making all required deductions
      (including deductions applicable to additional sums payable under this
Section 4.5) such Lender or the Administrative Agent (as the case may be)
      receives an amount equal to the sum it would have received had no such
      deductions been made, (b) the Borrower shall make such deductions, (c) the
      Borrower shall pay the full amount deducted to the relevant authority in
      accordance with applicable law and (d) the Borrower shall furnish to the
      Administrative Agent the original copy of a receipt evidencing payment thereof
      within thirty (30) days after such payment is made.  Such Lender or
      the Administrative Agent, as the case may be, shall promptly reimburse the
      Borrower for such payments to the extent such Lender or the Administrative
      Agent
      receives actual knowledge that it has received any tax credit or other benefit
      in connection with such tax payments and that such tax credit or benefit is
      clearly attributable to this Agreement.

     

    (ii)  In
      addition, the
      Borrower hereby agrees to pay any present or future stamp or documentary taxes
      and any other excise or property taxes, charges or similar levies which arise
      from any payment made hereunder or under any promissory note issued hereunder
      or
      from the execution or delivery of, or otherwise with respect to, this Agreement
      or any promissory note issued hereunder (“Other
      Taxes”).

     

    (iii)  The
      Borrower hereby
      agrees to indemnify the Administrative Agent and each Lender for the full amount
      of Taxes or Other Taxes (including, without limitation, any Taxes or Other
      Taxes
      imposed on amounts payable under this Section 4.5) paid by the
      Administrative Agent or such Lender and any liability (including penalties,
      interest and expenses) arising therefrom or with respect
      thereto.  Payments due under this indemnification shall be made within
      thirty (30) days of the date the Administrative Agent or such Lender makes
      demand therefor pursuant to Section 4.6.

     

    (iv)  Each
      Lender that is
      not incorporated or organized under the laws of the United States of America
      or
      a state thereof (each a “Non-U.S. Lender”) agrees that it will,
      not less than ten (10) Business Days after the date of this Agreement, or,
      if
      later, the date on which such Non-U.S. Lender becomes a party hereto, deliver
      to
      each of the Borrower and the Administrative Agent a United States Internal
      Revenue Form W-8 or W-9, as the case may be, and deliver to the Administrative
      Agent two duly completed copies of United States Internal Revenue Forms W-8BEN
      and W-8ECI, certifying in either case that it is entitled to an exemption from
      United States backup withholding tax.  Each Non-U.S. Lender further
      undertakes to deliver to each of the Borrower and the Administrative Agent
      (x)
      renewals or additional copies of such form (or any successor form) on or before
      the date that such form expires or becomes obsolete, and (y) after the
      occurrence of any event requiring a change in the most recent forms so delivered
      by it, such additional forms or amendments thereto as may be reasonably
      requested by the Borrower or the Administrative Agent.  All forms or
      amendments described in the preceding sentence shall certify that such Lender
      is
      entitled to receive payments under this Agreement without deduction or
      withholding of any United States federal income taxes, unless an event
      (including without limitation any change in treaty, law or regulation) has
      occurred prior to the date on which any such delivery would otherwise be
      required which renders all such forms inapplicable or which would prevent such
      Lender from duly completing and delivering any such form or amendment with
      respect to it and such Lender advises the Borrower and the Administrative Agent
      that it is not capable of receiving payments without any deduction or
      withholding of United States federal income tax.

     

    (v)  For
      any period
      during which a Non-U.S. Lender has failed to provide the Borrower with an
      appropriate form pursuant to clause (iv), above (unless such failure is
      due to a change in treaty, law or regulation, or any change in the
      interpretation or administration thereof by any governmental authority,
      occurring subsequent to the date on which a form originally was required to
      be
      provided), such Non-U.S. Lender shall not be entitled to indemnification under
      this Section 4.5 with respect to Taxes imposed by the United States;
provided that, should a Non-U.S. Lender which is otherwise exempt from
      or
      subject to a reduced rate of withholding tax become subject to Taxes because
      of
      its failure to deliver a form required under clause (iv), above, the
      Borrower shall take such steps as such Non-U.S. Lender shall reasonably request
      (without cost to the Borrower) to assist such Non-U.S. Lender to recover such
      Taxes.

     

    (vi)  Any
      Lender that is
      entitled to an exemption from or reduction of withholding tax with respect
      to
      payments under this Agreement or any promissory note issued hereunder pursuant
      to the law of any relevant jurisdiction or any treaty shall deliver to the
      Borrower (with a copy to the Administrative Agent), at the time or times
      prescribed by applicable law, such properly completed and executed documentation
      prescribed by applicable law as will permit such payments to be made without
      withholding or at a reduced rate.

     

    (vii)  If
      the U.S. IRS or
      any other governmental authority of the United States or any other country
      or
      any political subdivision thereof asserts a claim that the Administrative Agent
      did not properly withhold tax from amounts paid to or for the account of any
      Lender (because the appropriate form was not delivered or properly completed,
      because such Lender failed to notify the Administrative Agent of a change in
      circumstances which rendered its exemption from withholding ineffective, or
      for
      any other reason other than as a result of the gross negligence or willful
      misconduct of the Administrative Agent), such Lender shall indemnify the
      Administrative Agent fully for all amounts paid, directly or indirectly, by
      the
      Administrative Agent as tax, withholding therefor, or otherwise, including
      penalties and interest, and including taxes imposed by any jurisdiction on
      amounts payable to the Administrative Agent under this subsection, together
      with
      all costs and expenses related thereto (including attorneys fees and time
      charges of attorneys for the Administrative Agent, which attorneys may be
      employees of the Administrative Agent).  The obligations of the
      Lenders under this Section 4.5(vii) shall survive the payment of the
      Obligations and termination of this Agreement.

     

    4.6  Lender
      Statements; Survival of Indemnity.  To the extent reasonably
      possible, each Lender shall designate an alternate Lending Installation with
      respect to its Eurodollar Rate Loans to reduce any liability of the Borrower
      to
      such Lender under Sections 4.1, 4.2 and 4.5 or to avoid the
      unavailability of Eurodollar Rate Loans under Section 4.3, so long as
      such designation is not, in the reasonable judgment of such Lender,
      disadvantageous to such Lender.  Each Lender shall deliver a written
      statement of such Lender to the Borrower (with a copy to the Administrative
      Agent) as to the amount due, if any, under Section 4.1, 4.2,
4.4 or 4.5.  Such written statement shall set forth in
      reasonable detail the calculations upon which such Lender determined such amount
      and shall be final, conclusive and binding on the Borrower in the absence of
      manifest error.  Determination of amounts payable under such Sections
      in connection with a Eurodollar Rate Loan shall be calculated as though each
      Lender funded its Eurodollar Rate Loan through the purchase of a deposit of
      the
      type and maturity corresponding to the deposit used as a reference in
      determining the Eurodollar Rate applicable to such Loan, whether in fact that
      is
      the case or not, and without regard to loss of margin.  Unless
      otherwise provided herein, the amount specified in the written statement of
      any
      Lender shall be payable on demand after receipt by the Borrower of such written
      statement.  The obligations of the Borrower under Sections 4.1,
4.2, 4.4 and 4.5 shall survive payment of the Obligations
      and termination of this Agreement.

     

    ARTICLE
      V: 

    CONDITIONS
      PRECEDENT

     

    5.1  Closing
      Date.  The Lenders shall not be required to make the Advance
      unless the Closing Date shall have occurred on or prior to December 3, 2007
      and
      the Borrower has furnished to the Administrative Agent each of the following,
      with sufficient copies for the Lenders on or before the Closing Date, all in
      form and substance satisfactory to the Administrative Agent and the
      Lenders:

     

    (1)  Copies
      of the
      Certificate of Incorporation of the Borrower and each of the Subsidiary
      Guarantors (collectively, the “Loan Parties”), together with
      all amendments and a certificate of good standing, both certified by the
      appropriate governmental officer in its jurisdiction of
      incorporation;

     

    (2)  Copies,
      certified
      by the Secretary or Assistant Secretary of each of the Loan Parties, of its
      By-Laws and of its Board of Directors’ resolutions authorizing the execution of
      the Loan Documents entered into by it;

     

    (3)  An
      incumbency
      certificate, executed by the Secretary or Assistant Secretary of each of the
      Loan Parties, which shall identify by name and title and bear the signature
      of
      the officers of the Loan Parties authorized to sign the Loan Documents and
      the
      officers of the Borrower authorized to make borrowings hereunder, upon which
      certificate the Lenders shall be entitled to rely until informed of any change
      in writing by the Borrower;

     

    (4)  A
      certificate, in
      form and substance satisfactory to the Administrative Agent, signed by the
      chief
      financial officer or the treasurer of the Borrower, stating that on the Closing
      Date, both before and after giving effect to the Advance, all of the
      representations in this Agreement are true and correct in all material respects
      and no Default or Unmatured Default has occurred and is continuing;

     

    (5)  The
      written opinion
      of the Loan Parties’ counsel, addressed to the Administrative Agent and the
      Lenders, in substantially the form attached hereto as Exhibit D and
      containing assumptions and qualifications acceptable to the Administrative
      Agent
      and the Lenders;

     

    (6)  Written
      money
      transfer instructions to the extent reasonably requested by the Administrative
      Agent, addressed to the Administrative Agent and signed by an Authorized Officer
      of the Borrower;

     

    (7)  Evidence
      satisfactory to the Administrative Agent that the Existing Term Loan Credit
      Agreement has terminated and that all obligations, indebtedness and liabilities
      outstanding under the Existing Term Loan Credit Agreement have been repaid
      in
      full, or the Borrower has arranged for such termination and repayment from
      the
      proceeds of the Advance hereunder (as documented in a payoff letter in form
      and
      substance reasonably satisfactory to the Administrative Agent);

     

    (8)  Signature
      pages or
      counterparts to this Agreement and the Subsidiary Guaranty; and

     

    (9)  Such
      other
      documents as the Administrative Agent or any Lender or its counsel may have
      reasonably requested, as reflected on the List of Closing Documents attached
      as
Exhibit E to this Agreement.

     

    5.2  Each
      Loan.  The Lenders shall not be required to make, convert or
      continue any Loan unless on the date of such borrowing, conversion or
      continuation, both before and after taking into account the proposed borrowing,
      conversion or continuation:

     

    (i)  There
      exists no
      Default or Unmatured Default; and

     

    (ii)  The
      representations
      and warranties contained in Article VI are true and correct in all
      material respects as of such date.

     

    Each
      Borrowing/Election Notice with respect to each such Loan shall constitute a
      representation and warranty by the Borrower that the conditions contained in
      Sections 5.2(i) and (ii) have been satisfied.

     

    ARTICLE
      VI:  

    REPRESENTATIONS
      AND WARRANTIES

     

    In
      order to induce
      the Administrative Agent and the Lenders to enter into this Agreement and to
      make the Loans and the other financial accommodations hereunder, the Borrower
      hereby represents and warrants as follows to each Lender and the Administrative
      Agent as of the Closing Date and thereafter on each date as required
      hereunder:

     

    6.1  Organization;
      Corporate Powers.  Each of the Borrower and its
      Material Subsidiaries (i) is a corporation, limited
      liability company, partnership or other commercial entity duly organized,
      validly existing and in good standing under the laws of the jurisdiction of
      its
      organization, (ii) is duly qualified to do business as a foreign entity and
      is
      in good standing under the laws of each jurisdiction in which failure to be
      so
      qualified and in good standing could reasonably be expected to have a Material
      Adverse Effect, and (iii) has all requisite power and authority to own, operate
      and encumber its property and to conduct its business as presently conducted
      and
      as proposed to be conducted.

     

    6.2  Authority.

     

    (A)  Each
      of the
      Borrower and its Subsidiaries has the requisite power and authority to execute,
      deliver and perform each of the Loan Documents which are to be executed by
      it or
      which have been executed by it as required by this Agreement and the other
      Loan
      Documents and (ii) to file the Loan Documents, if any, which must be filed
      by it
      or which have been filed by it as required by this Agreement, the other Loan
      Documents or otherwise with any Governmental Authority.

     

    (B)  The
      execution,
      delivery, performance and filing, as the case may be, of each of the Loan
      Documents which must be executed or filed by the Borrower or any of its
      Subsidiaries or which have been executed or filed as required by this Agreement,
      the other Loan Documents or otherwise and to which the Borrower or any of its
      Subsidiaries is a party, and the consummation of the transactions contemplated
      thereby, have been duly approved by the respective boards of directors and,
      if
      necessary, the shareholders of the Borrower and its Subsidiaries, and such
      approvals have not been rescinded.  No other action or proceedings on
      the part of the Borrower or its Subsidiaries are necessary to consummate such
      transactions.

     

    (C)  Each
      of the Loan
      Documents to which the Borrower or any of its Subsidiaries is a party has been
      duly executed, delivered or filed, as the case may be, by such party and
      constitutes its legal, valid and binding obligation, enforceable against it
      in
      accordance with its terms (except as enforceability may be limited by
      bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’
rights generally and by general equitable principles, including concepts of
      reasonableness, materiality, good faith and fair dealing and the possible
      unavailability of specific performance, injunctive relief or other equitable
      remedies (whether enforcement is sought by proceedings in equity or at law)),
      is
      in full force and effect and no material term or condition has been amended,
      modified or waived from the terms and conditions contained in the Loan Documents
      delivered to the Administrative Agent pursuant to Section 5.1 without the
      prior written consent of the Required Lenders (or all of the Lenders if required
      by Section 9.3), and the Borrower and its Subsidiaries have performed and
      complied with all the material terms, provisions, agreements and conditions
      set
      forth therein and required to be performed or complied with by the Borrower
      or
      its Subsidiaries on or before the Closing Date, and no unmatured default,
      default or breach of any covenant by any such party exists
      thereunder.

     

    6.3  No
      Conflict;
      Governmental Consents for the Borrower.  The execution, delivery
      and performance of each of the Loan Documents to which the Borrower or any
      of
      its Subsidiaries is a party do not and will not (i) conflict with the
      certificate or articles of incorporation or by-laws (or equivalent constituent
      documents) of the Borrower or any such Subsidiary, (ii) constitute a tortious
      interference with any Financing Facility or conflict with, result in a breach
      of
      or constitute (with or without notice or lapse of time or both) a default under
      any Financing Facility, or require termination of any Financing Facility, (iii)
      constitute a tortious interference with any such Contractual Obligation (other
      than the Financing Facilities) of any Person or conflict with, result in a
      breach of or constitute (with or without notice or lapse of time or both) a
      default under any Requirement of Law (including, without limitation, any
      Environmental Property Transfer Act) or such Contractual Obligation of the
      Borrower or any such Subsidiary, or require termination of any Contractual
      Obligation, except such interference, breach, default or
      termination  which individually or in the aggregate could not
      reasonably be expected to have a Material Adverse Effect, (iv) result in or
      require the creation or imposition of any Lien whatsoever upon any of the
      property or assets of the Borrower or any such Subsidiary, other than Liens
      permitted or created by the Loan Documents, or (v) require any approval of
      the
      Borrower’s or any such Subsidiary’s Board of Directors (or equivalent governing
      body) or shareholders, except such as have been obtained.  Except as
      set forth on Schedule 6.3 to this Agreement, the execution, delivery and
      performance of each of the Loan Documents to which the Borrower or any of its
      Subsidiaries is a party do not and will not require any registration with,
      consent or approval of, or notice to, or other action to, with or by any
      Governmental Authority, including under any Environmental Property Transfer
      Act,
      except filings, consents or notices which have been made, obtained or given,
      or
      which, if not made, obtained or given, individually or in the aggregate could
      not reasonably be expected to have a Material Adverse Effect.

     

    6.4  Financial
      Statements.

     

    The
      September 30,
      2006, December 31, 2006, March 31, 2007 and June 30, 2007 consolidated financial
      statements of the Borrower and its Subsidiaries heretofore delivered to the
      Lenders were prepared in accordance with generally accepted accounting
      principles in effect on the date such statements were prepared and fairly
      present the consolidated financial condition and operations of the Borrower
      and
      its Subsidiaries at such date and the consolidated results of their operations
      for the period then ended.

     

    6.5  No
      Material
      Adverse Change.  Since September 30, 2006 (determined by reference
      to the financial statements prepared with respect to the Borrower and its
      Subsidiaries), there has occurred no change in the business, properties,
      condition (financial or otherwise), performance, results of operations or
      prospects of the Borrower, or the Borrower and its Subsidiaries taken as a
      whole
      or any other event which has had or would reasonably be expected to have a
      Material Adverse Effect.

     

    6.6  Taxes.

     

    (A)  Tax
      Examinations.  All deficiencies which have been asserted against
      the Borrower or any of the Borrower’s Subsidiaries as a result of any federal,
      state, local or foreign tax examination for each taxable year in respect of
      which an examination has been conducted have been fully paid or finally settled
      or are being contested in good faith, and no issue has been raised by any taxing
      authority in any such examination which, by application of similar principles,
      reasonably can be expected to result in assertion by such taxing authority
      of a
      material deficiency for any other year not so examined which has not been
      reserved for in the Borrower’s consolidated financial statements to the extent,
      if any, required by Agreement Accounting Principles.  Except as
      permitted pursuant to Section 7.2(D), neither the Borrower nor any of the
      Borrower’s Subsidiaries anticipates any material tax liability with respect to
      the years which have not been closed pursuant to applicable law.

     

    (B)  Payment
      of
      Taxes.  All tax returns and reports of the Borrower and its
      Subsidiaries required to be filed have been timely filed, and all taxes,
      assessments, fees and other governmental charges thereupon and upon their
      respective property, assets, income and franchises which are shown in such
      returns or reports to be due and payable have been paid except those items
      which
      are being contested in good faith and have been reserved for in accordance
      with
      Agreement Accounting Principles.  The Borrower has no knowledge of any
      proposed tax assessment against the Borrower or any of its Subsidiaries that
      will have or could reasonably be expected to have a Material Adverse Effect,
      except for any such liability in respect of other members of the consolidated
      group of which the Borrower previously was a member as a Subsidiary of Ralston
      Purina Company, in respect of which and solely to the extent that (i) the
      Borrower is entitled to be indemnified by Ralston Purina Company or its
      successors pursuant to that certain Tax Sharing Agreement, dated as of April
      1,
      2000, between Ralston Purina Company and the Borrower (as the same has been
      or
      may hereafter be amended or otherwise modified) and (ii) the Borrower’s right to
      indemnification for such liability is not being contested by Ralston Purina
      Company (or, if previously contested, any such contest has not been resolved
      in
      favor of Ralston Purina Company).

     

    6.7  Litigation;
      Loss
      Contingencies and Violations.  Except as set forth in Schedule
      6.7 (the “Disclosed Litigation”), as of the Closing Date,
      there is no action, suit, proceeding, arbitration or, to the knowledge of any
      member of the Borrower’s Senior Management Team, investigation before or by any
      Governmental Authority or private arbitrator pending or, to the knowledge of
      any
      member of the Borrower’s Senior Management Team, threatened against the
      Borrower, any of its Subsidiaries or any property of any of
      them.  Neither (a) any of the Disclosed Litigation nor (b) from and
      after the Closing Date, any other action, suit, proceeding, arbitration or,
      to
      the knowledge of any member of the Borrower’s Senior Management Team,
      investigation before or by any Governmental Authority or private arbitrator
      pending or, to the knowledge of any member of the Borrower’s Senior Management
      Team, threatened against the Borrower, any of its Subsidiaries or any property
      of any of them (i) challenges the validity or the enforceability of any material
      provision of the Loan Documents or (ii) has had or could reasonably be expected
      to have a Material Adverse Effect.  There is no material loss
      contingency within the meaning of Agreement Accounting Principles which has
      not
      been reflected in the consolidated financial statements of the Borrower prepared
      and delivered pursuant to Section 7.1(A) for the fiscal period during
      which such material loss contingency was incurred.  Neither the
      Borrower nor any of its Subsidiaries is (A) in violation of any applicable
      Requirements of Law which violation will have or could reasonably be expected
      to
      have a Material Adverse Effect, or (B) subject to or in default with respect
      to
      any final judgment, writ, injunction, restraining order or order of any nature,
      decree, rule or regulation of any court or Governmental Authority which will
      have or could reasonably be expected to have a Material Adverse
      Effect.

     

    6.8  Subsidiaries.  Schedule
      6.8 to this Agreement (i) contains, as of the Closing Date, a description
      of
      the corporate structure of the Borrower, its Subsidiaries and any other Person
      in which the Borrower or any of its Subsidiaries holds an Equity Interest in
      excess of 5%; and (ii) accurately sets forth, as of the Closing Date, (A) the
      correct legal name, the jurisdiction of incorporation or organization and the
      jurisdictions in which each of the Borrower and the direct and indirect
      Subsidiaries of the Borrower are qualified to transact business as a foreign
      corporation, (B) the authorized, issued and outstanding shares of each class
      of
      Capital Stock of the Borrower and each of its Subsidiaries and the owners of
      such shares (on a fully-diluted basis), (C) a summary of the direct and indirect
      partnership, joint venture, or other Equity Interests, if any, of the Borrower
      and each Subsidiary of the Borrower in any Person that is not a corporation
      and
      (D) the federal tax identification number of the Borrower and each Subsidiary
      Guarantor.  After the formation or acquisition of any New Subsidiary
      permitted under Section 7.3(F), if requested by the Administrative Agent,
      the Borrower shall provide a supplement to Schedule 6.8 to this Agreement
      reflecting the addition of such New Subsidiary.  Except as disclosed
      on Schedule 6.8 (as so supplemented), none of the issued and outstanding
      Capital Stock of the Borrower or any of its Subsidiaries is subject to any
      vesting, redemption, or repurchase agreement, and there are no warrants or
      options outstanding with respect to such Capital Stock.  The
      outstanding Capital Stock of the Borrower and each of its Subsidiaries is duly
      authorized, validly issued, fully paid and nonassessable and the stock of the
      Borrower’s Subsidiaries is not Margin Stock.

     

    6.9  ERISA.  No
      Benefit Plan has incurred any material accumulated funding deficiency (as
      defined in Sections 302(a)(2) of ERISA and 412(a) of the Code) whether or not
      waived.  Neither the Borrower nor any member of the Controlled Group
      has incurred any material liability to the PBGC which remains outstanding other
      than the payment of premiums.  As of the last day of the most recent
      prior plan year, the market value of assets under each Benefit Plan, other
      than
      any Multiemployer Plan, was not by a material amount less than the present
      value
      of benefit liabilities thereunder (determined in accordance with the actuarial
      valuation assumptions described therein).  Neither the Borrower nor
      any member of the Controlled Group has (i) failed to make a required
      contribution or payment to a Multiemployer Plan of a material amount or (ii)
      incurred a material complete or partial withdrawal under Section 4203 or Section
      4205 of ERISA from a Multiemployer Plan.  Neither the Borrower nor any
      member of the Controlled Group has failed to make an installment or any other
      payment of a material amount required under Section 412 of the Code on or before
      the due date for such installment or other payment.  Each Plan,
      Foreign Employee Benefit Plan and Non-ERISA Commitment complies in all material
      respects in form, and has been administered in all material respects in
      accordance with its terms and, in accordance with all applicable laws and
      regulations, including but not limited to ERISA and the Code.  There
      have been no and there is no prohibited transaction described in Sections 406
      of
      ERISA or 4975 of the Code with respect to any Plan for which a statutory or
      administrative exemption does not exist which could reasonably be expected
      to
      subject the Borrower or any of is Subsidiaries to material
      liability.  Neither the Borrower nor any member of the Controlled
      Group has taken or failed to take any action which would constitute or result
      in
      a Termination Event, which action or inaction could reasonably be expected
      to
      subject the Borrower or any of its Subsidiaries to material
      liability.  Neither the Borrower nor any member of the Controlled
      Group is subject to any material liability under, or has any potential material
      liability under, Section 4063, 4064, 4069, 4204 or 4212(c) of
      ERISA.  The present value of the aggregate liabilities to provide all
      of the accrued benefits under any Foreign Pension Plan do not exceed the current
      fair market value of the assets held in trust or other funding vehicle for
      such
      plan by a material amount.  With respect to any Foreign Employee
      Benefit Plan other than a Foreign Pension Plan, reasonable reserves have been
      established in accordance with prudent business practice or where required
      by
      ordinary accounting practices in the jurisdiction in which such plan is
      maintained. For purposes of this Section 6.9, “material” means any
      amount, noncompliance or other basis for liability which could reasonably be
      expected to subject the Borrower or any of its Subsidiaries to liability,
      individually or in the aggregate with each other basis for liability under
      this
Section 6.9, in excess of $30,000,000.

     

    6.10  Accuracy
      of
      Information.  The information, exhibits and reports furnished by
      or on behalf of the Borrower and any of its Subsidiaries to the Administrative
      Agent or to any Lender in connection with the negotiation of, or compliance
      with, the Loan Documents, the representations and warranties of the Borrower
      and
      its Subsidiaries contained in the Loan Documents, and all certificates and
      documents delivered to the Administrative Agent and the Lenders pursuant to
      the
      terms thereof, taken as a whole, do not contain as of the date furnished any
      untrue statement of a material fact or omit to state a material fact necessary
      in order to make the statements contained herein or therein, in light of the
      circumstances under which they were made, not misleading.

     

    6.11  Securities
      Activities.  Neither the Borrower nor any of its Subsidiaries is
      engaged in the business of extending credit for the purpose of purchasing or
      carrying Margin Stock.

     

    6.12  Material
      Agreements.  Neither the Borrower nor any Subsidiary is a party to
      any Contractual Obligation or subject to any charter or other corporate or
      similar restriction which individually or in the aggregate will have or could
      reasonably be expected to have a Material Adverse Effect.  Neither the
      Borrower nor any of its Subsidiaries has received notice or has knowledge that
      (i) it is in default in the performance, observance or fulfillment of any of
      the
      obligations, covenants or conditions contained in any Contractual Obligation
      applicable to it, or (ii) any condition exists which, with the giving of notice
      or the lapse of time or both, would constitute a default with respect to any
      such Contractual Obligation, in each case, except where such default or
      defaults, if any, individually or in the aggregate will not have or could not
      reasonably be expected to have a Material Adverse Effect.

     

    6.13  Compliance
      with
      Laws.  The Borrower and its Subsidiaries are in compliance with
      all Requirements of Law applicable to them and their respective businesses,
      in
      each case where the failure to so comply individually or in the aggregate could
      reasonably be expected to have a Material Adverse Effect.

     

    6.14  Assets
      and
      Properties.  The Borrower and each of its Subsidiaries has legal
      title to all of its material assets and properties (tangible and intangible,
      real or personal) owned by it or a valid leasehold interest in all of its
      material leased assets (except insofar as marketability may be limited by any
      laws or regulations of any Governmental Authority affecting such assets), and
      all such assets and property are free and clear of all Liens, except Liens
      permitted under Section 7.3(C).  Substantially all of the
      assets and properties owned by, leased to or used by the Borrower and/or each
      such Subsidiary of the Borrower are in adequate operating condition and repair,
      ordinary wear and tear excepted.  Neither this Agreement nor any other
      Loan Document, nor any transaction contemplated under any such agreement, will
      affect any right, title or interest of the Borrower or such Subsidiary in and
      to
      any of such assets in a manner that has had or could reasonably be expected
      to
      have a Material Adverse Effect.

     

    6.15  Statutory
      Indebtedness Restrictions.  Neither the Borrower nor any of its
      Subsidiaries is subject to regulation under the Federal Power Act, the
      Interstate Commerce Act, or the Investment Company Act of 1940, or any other
      federal or state statute or regulation which limits its ability to incur
      indebtedness or its ability to consummate the transactions contemplated
      hereby.

     

    6.16  Insurance.  The
      insurance policies and programs in effect with respect to the respective
      properties, assets, liabilities and business of the Borrower and its
      Subsidiaries reflect coverage that is reasonably consistent with prudent
      industry practice.

     

    6.17  Labor
      Matters.  No attempt to organize the employees of the Borrower or
      any of its Subsidiaries, and no labor disputes, strikes or walkouts affecting
      the operations of the Borrower or any of its Subsidiaries, is pending, or,
      to
      the Borrower’s knowledge, threatened, planned or contemplated, which has or
      could reasonably be expected to have a Material Adverse Effect.

     

    6.18  Environmental
      Matters.  (A) Except as disclosed on Schedule 6.18 to this
      Agreement:

     

    (i)  the
      operations of
      the Borrower and its Subsidiaries comply in all material respects with
      Environmental, Health or Safety Requirements of Law;

     

    (ii)  the
      Borrower and
      its Subsidiaries have all material permits, licenses or other authorizations
      required under Environmental, Health or Safety Requirements of Law and are
      in
      material compliance with such permits;

     

    (iii)  neither
      the
      Borrower, any of its Subsidiaries nor any of their respective present property
      or operations, or, to the Borrower’s or any of its Subsidiaries’ knowledge, any
      of their respective past property or operations, are subject to or the subject
      of, any investigation known to the Borrower or any of its Subsidiaries, any
      judicial or administrative proceeding, order, judgment, decree, settlement
      or
      other agreement respecting:  (A) any material violation of
      Environmental, Health or Safety Requirements of Law; (B) any material remedial
      action; or (C) any material claims or liabilities arising from the Release
      or
      threatened Release of a Contaminant into the environment;

     

    (iv)  there
      is not now,
      nor to the Borrower’s or any of its Subsidiaries’ knowledge has there ever been,
      on or in the property of the Borrower or any of its Subsidiaries any landfill,
      waste pile, underground storage tanks, aboveground storage tanks, surface
      impoundment or hazardous waste storage facility of any kind, any polychlorinated
      biphenyls (PCBs) used in hydraulic oils, electric transformers or other
      equipment, or any asbestos containing material that would result in material
      remediation costs or material penalties to the Borrower or any of its
      Subsidiaries; and

     

    (v)  neither
      the
      Borrower nor any of its Subsidiaries has any material Contingent Obligation
      in
      connection with any Release or threatened Release of a Contaminant into the
      environment.

     

    (B)  For
      purposes of this Section 6.18“material” means any noncompliance or other
      basis for liability which could reasonably be likely to subject the Borrower
      or
      any of its Subsidiaries to liability, individually or in the aggregate with
      each
      other basis for liability under this Section 6.18, in excess of
      $30,000,000.

     

    6.19  Solvency.  After
      giving effect to (i) the Loans to be made hereunder, (ii) the other transactions
      contemplated by this Agreement and the other Loan Documents and (iii) the
      payment and accrual of all transaction costs with respect to the foregoing,
      the
      Borrower is, and the Borrower and its Subsidiaries taken as a whole are,
      Solvent.

     

    6.20  Benefits.  Each
      of the Borrower and its Subsidiaries will benefit from the financing arrangement
      established by this Agreement.  The Administrative Agent and the
      Lenders have stated and the Borrower acknowledges that, but for the agreement
      by
      each of the Subsidiary Guarantors to execute and deliver the Subsidiary
      Guaranty, the Administrative Agent and the Lenders would not have made available
      the credit facilities established hereby on the terms set forth
      herein.

     

    ARTICLE
      VII:  

    COVENANTS

     

    The
      Borrower
      covenants and agrees that so long as any Commitments are outstanding and
      thereafter until all of the Obligations (other than contingent indemnity
      obligations) shall have been fully and indefeasibly paid and satisfied in cash
      and all financing arrangements among the Borrower and the Lenders shall have
      been terminated, unless the Required Lenders shall otherwise give prior written
      consent:

     

    7.1  Reporting.  The
      Borrower shall:

     

    (A)  Financial
      Reporting.  Furnish to the Administrative Agent (with sufficient
      copies for each of the Lenders, which the Administrative Agent shall promptly
      deliver to the Lenders):

     

    (i)  Quarterly
      Reports.  As soon as practicable, and in any event within
      forty-five (45) days after the end of each of the Borrower’s first three fiscal
      quarters, the consolidated balance sheet of the Borrower and its Subsidiaries
      as
      at the end of such period and the related consolidated statements of income
      and
      cash flows of the Borrower and its Subsidiaries for such fiscal quarter and
      for
      the period from the beginning of the then current fiscal year to the end of
      such
      fiscal quarter, certified by the chief financial officer or treasurer of the
      Borrower on behalf of the Borrower as fairly presenting the consolidated
      financial position of the Borrower and its Subsidiaries as at the dates
      indicated and the results of their operations and cash flows for the periods
      indicated in accordance with Agreement Accounting Principles, subject to normal
      year-end audit adjustments and the absence of footnotes.

     

    (ii)  Annual
      Reports.  As soon as practicable, and in any event within ninety
      (90) days after the end of each fiscal year, (a) the consolidated and
      consolidating balance sheet of the Borrower and its Subsidiaries as at the
      end
      of such fiscal year and the related consolidated and consolidating statements
      of
      income, stockholders’ equity and cash flows of the Borrower and its Subsidiaries
      for such fiscal year, and in comparative form the corresponding figures for
      the
      previous fiscal year along with consolidating schedules in form and substance
      sufficient to calculate the financial covenants set forth in Section 7.4,
      and (b) an audit report on the consolidated financial statements (but not the
      consolidating financial statements or schedules) listed in clause (a)
      hereof of independent certified public accountants of recognized national
      standing, which audit report shall be unqualified and shall state that such
      financial statements fairly present the consolidated financial position of
      the
      Borrower and its Subsidiaries as at the dates indicated and the results of
      their
      operations and cash flows for the periods indicated in conformity with Agreement
      Accounting Principles and that the examination by such accountants in connection
      with such consolidated financial statements has been made in accordance with
      generally accepted auditing standards.

     

    (iii)  Officer’s
      Compliance Certificate.  Together with each delivery of any
      financial statements (a) pursuant to clauses (i) and (ii) of this
Section 7.1(A), an officer’s certificate from the chief financial officer
      or treasurer of the Borrower, substantially in the form of Exhibit F
      attached hereto and made a part hereof, stating that (x) the representations
      and
      warranties of the Borrower contained in Article VI hereof shall have been
      true and correct in all material respects as of the date of such officer’s
      certificate and (y) as of the date of such officer’s certificate no Default or
      Unmatured Default exists, or if any Default or Unmatured Default exists, stating
      the nature and status thereof and (b) pursuant to clauses (i) and
(ii) of this Section 7.1(A), a compliance certificate,
      substantially in the form of Exhibit G attached hereto and made a part
      hereof, signed by the Borrower’s chief financial officer or treasurer setting
      forth calculations for the period which demonstrate compliance, when applicable,
      with the provisions of Section 7.2(K), Sections 7.3(A) through
(Q) and Section 7.4, and which calculate the Leverage Ratio for
      purposes of determining the then Applicable Margin.

     

    (B)  Notice
      of
      Default and Adverse Developments.  Promptly upon any of the chief
      executive officer, chief operating officer, chief financial officer, treasurer
      or controller of the Borrower obtaining actual knowledge (i) of any condition
      or
      event which constitutes a Default or Unmatured Default, or becoming aware that
      any Lender or Administrative Agent has given any written notice with respect
      to
      a claimed Default or Unmatured Default under this Agreement, (ii) that any
      Person having the authority to give such a notice has given any written notice
      to the Borrower or any Subsidiary of the Borrower or taken any other action
      with
      respect to a claimed default or event or condition of the type referred to
      in
Section 8.1(E), or (iii) that any other development, financial or
      otherwise, which could reasonably be expected to have a Material Adverse Effect
      has occurred specifying (a) the nature and period of existence of any such
      claimed default, Default, Unmatured Default, condition or event, (b) the notice
      given or action taken by such Person in connection therewith, and (c) what
      action the Borrower has taken, is taking and proposes to take with respect
      thereto.

     

    (C)  ERISA
      Notices.  Deliver or cause to be delivered to the Administrative
      Agent and the Lenders, at the Borrower’s expense, the following information and
      notices as soon as reasonably possible, and in any event:

     

    (i)  within
      ten (10)
      Business Days after any member of the Controlled Group obtains knowledge that
      a
      Termination Event has occurred which could reasonably be expected to subject
      the
      Borrower to liability individually or in the aggregate in excess of $25,000,000,
      a written statement of the chief financial officer or treasurer of the Borrower
      describing such Termination Event and the action, if any, which the member
      of
      the Controlled Group has taken, is taking or proposes to take with respect
      thereto, and when known, any action taken or threatened by the IRS, DOL or
      PBGC
      with respect thereto;

     

    (ii)  within
      ten (10)
      Business Days after the filing of any funding waiver request with the IRS,
      a
      copy of such funding waiver request and thereafter all communications received
      by the Borrower or a member of the Controlled Group with respect to such request
      within ten (10) Business Days after such communication is received;
      and

     

    (iii)  within
      ten (10)
      Business Days after the Borrower or any member of the Controlled Group knows
      or
      has reason to know that (a) a Multiemployer Plan has been terminated, (b) the
      administrator or plan sponsor of a Multiemployer Plan intends to terminate
      a
      Multiemployer Plan, or (c) the PBGC has instituted or will institute proceedings
      under Section 4042 of ERISA to terminate a Multiemployer Plan, a notice
      describing such matter.

     

    For
      purposes of
      this Section 7.1(C), the Borrower and any member of the Controlled Group
      shall be deemed to know all facts known by the administrator of any Plan of
      which the Borrower or any member of the Controlled Group is the plan
      sponsor.

     

    (D)  Other
      Indebtedness.  Deliver to the Administrative Agent (i) a copy of
      each regular report, notice or communication regarding potential or actual
      defaults (including any accompanying officer’s certificate) delivered by or on
      behalf of the Borrower to the holders of funded Material Indebtedness,
      including, without limitation holders of Indebtedness under any Financing
      Facility, pursuant to the terms of the agreements governing such Indebtedness,
      such delivery to be made at the same time and by the same means as such notice
      or other communication is delivered to such holders, and (ii) a copy of each
      notice received by the Borrower from the holders of funded Material Indebtedness
      who are authorized and/or have standing to deliver such notice pursuant to
      the
      terms of such Indebtedness, such delivery to be made promptly after such notice
      is received by the Borrower.

     

    (E)  Other
      Reports.  Deliver or cause to be delivered to the Administrative
      Agent and the Lenders copies of all financial statements, reports and notices,
      if any, sent by the Borrower to its securities holders or filed with the
      Commission by the Borrower, other than Reports on Form 8-K which contain only
      information furnished pursuant to Item 12 thereof.

     

    (F)  Environmental
      Notices.  As soon as possible and in any event within ten (10)
      days after receipt by the Borrower, deliver or cause to be delivered to the
      Administrative Agent a copy of (i) any notice or claim to the effect that the
      Borrower or any of its Subsidiaries is or may be liable to any Person as a
      result of the Release by the Borrower, any of its Subsidiaries, or any other
      Person of any Contaminant into the environment, and (ii) any notice alleging
      any
      violation of any Environmental, Health or Safety Requirements of Law by the
      Borrower or any of its Subsidiaries if, in either case, such notice or claim
      relates to an event which could reasonably be expected to subject the Borrower
      and each of its Subsidiaries to liability individually or in the
      aggregate  in excess of $25,000,000.

     

    (G)  Additional
      Permitted Financing Facilities; Amendments to or Refinancings of Existing
      Financing Facilities and Material Indebtedness.  Promptly after
      the execution thereof, deliver or cause to be delivered to the Administrative
      Agent copies of (i) the documents evidencing the Indebtedness extended to the
      Borrower or any of its Subsidiaries under a Permitted Financing Facility having
      an aggregate principal outstanding or committed amount equal to or greater
      than
      $30,000,000 and (ii) all material amendments, restatements, supplements,
      modifications, extensions, or refinancings or replacements to or of, as the
      case
      may be, any of the documents evidencing all or any portion of the Indebtedness
      extended to the Borrower or any of its Subsidiaries under any of the Financing
      Facilities and any other Material Indebtedness; provided, however,
      that nothing herein shall eliminate the necessity or advisability of providing
      advance copies of draft documentation of the foregoing to the Administrative
      Agent for review in order to ensure the permissibility of any such Indebtedness,
      amendments, restatements, supplements, modifications, extensions, or
      refinancings or replacements.

     

    (H)  Other
      Information.  Promptly upon receiving a request therefor from the
      Administrative Agent, prepare and deliver to the Administrative Agent and the
      Lenders such other information with respect to the Borrower, any of its
      Subsidiaries, or their respective businesses and assets, including, without
      limitation, schedules identifying and describing any Asset Sale (and the use
      of
      the net cash proceeds thereof), as from time to time may be reasonably requested
      by the Administrative Agent.

     

    7.2  Affirmative
      Covenants.

     

    (A)  Corporate
      Existence, Etc.  Except as permitted pursuant to Section
      7.3(H), the Borrower shall, and shall cause each of its Subsidiaries to, at
      all times maintain its existence and preserve and keep, or cause to be preserved
      and kept, in full force and effect its rights and franchises material to its
      businesses.

     

    (B)  Corporate
      Powers; Conduct of Business.  The Borrower shall, and shall cause
      each of its Material Subsidiaries to, qualify and remain qualified to do
      business in each jurisdiction in which the nature of its business requires
      it to
      be so qualified and where the failure to be so qualified will have or would
      reasonably be expected to have a Material Adverse Effect.  The
      Borrower will, and will cause each Material Subsidiary to, carry on and conduct
      its business in substantially the same manner and in substantially the same
      fields of enterprise as it is presently conducted unless the failure of the
      Borrower or its Material Subsidiaries to carry on and conduct its business
      as so
      described would not reasonably be expected to have a Material Adverse
      Effect.

     

    (C)  Compliance
      with
      Laws, Etc.  The Borrower shall, and shall cause its Subsidiaries
      to, (a) comply with all Requirements of Law and all restrictive covenants
      affecting such Person or the business, properties, assets or operations of
      such
      Person, and (b) obtain as needed all permits necessary for its operations and
      maintain such permits in good standing unless, in either case, failure to comply
      or obtain such permits would not reasonably be expected to have a Material
      Adverse Effect.

     

    (D)  Payment
      of Taxes
      and Claims; Tax Consolidation.  The Borrower shall pay, and cause
      each of its Subsidiaries to pay, (i) all taxes, assessments and other
      governmental charges imposed upon it or on any of its properties or assets
      or in
      respect of any of its franchises, business, income or property before any
      penalty or interest accrues thereon, and (ii) all claims (including, without
      limitation, claims for labor, services, materials and supplies) for sums which
      have become due and payable and which by law have or may become a Lien (other
      than a Lien permitted by Section 7.3(C)) upon any of the Borrower’s or
      such Subsidiary’s property or assets, prior to the time when any penalty or fine
      shall be incurred with respect thereto; provided, however, that no
      such taxes, assessments and governmental charges referred to in clause
      (i) above or claims referred to in clause (ii) above (and interest,
      penalties or fines relating thereto) need be paid if being contested in good
      faith by appropriate proceedings diligently instituted and conducted and if
      such
      reserve or other appropriate provision, if any, as shall be required in
      conformity with Agreement Accounting Principles shall have been made
      therefor.

     

    (E)  Insurance.  The
      Borrower shall maintain for itself and its Subsidiaries, or shall cause each
      of
      its Subsidiaries to maintain in full force and effect, insurance policies and
      programs, with such deductibles or self-insurance amounts as reflect coverage
      that is reasonably consistent with prudent industry practice as determined
      by
      the Borrower.

     

    (F)  Inspection
      of
      Property; Books and Records; Discussions.  The Borrower shall
      permit and cause each of the Borrower’s Subsidiaries to permit, any authorized
      representative(s) designated by either the Administrative Agent or any Lender
      to
      visit and inspect any of the properties of the Borrower or any of its
      Subsidiaries, to examine their respective financial and accounting records
      and
      other material data relating to their respective businesses or the transactions
      contemplated hereby (including, without limitation, in connection with
      environmental compliance, hazard or liability), and to discuss their affairs,
      finances and accounts with their officers and independent certified public
      accountants, all upon reasonable notice and at such reasonable times during
      normal business hours, as often as may be reasonably requested (provided that
      an
      officer of the Borrower or any of its Subsidiaries may, if it so desires, be
      present at and participate in any such discussion).  The Borrower
      shall keep and maintain, and cause each of the Borrower’s Subsidiaries to keep
      and maintain, in all material respects, proper books of record and account
      in
      which entries in conformity with Agreement Accounting Principles shall be made
      of all dealings and transactions in relation to their respective businesses
      and
      activities.  If a Default has occurred and is continuing, the
      Borrower, upon the Administrative Agent’s request, shall turn over copies of any
      such records to the Administrative Agent or its representatives.

     

    (G)  ERISA
      Compliance.  The Borrower shall, and shall cause each of the
      Borrower’s Subsidiaries to, establish, maintain and operate all Plans to comply
      in all material respects with the provisions of ERISA and shall operate all
      Plans and Non-ERISA Commitments to comply in all material respects with the
      applicable provisions of the Code, all other applicable laws, and the
      regulations and interpretations thereunder and the respective requirements
      of
      the governing documents for such Plans and Non-ERISA Commitments, except for
      any
      noncompliance which, individually or in the aggregate, could not reasonably
      be
      expected to have a Material Adverse Effect.

     

    (H)  Maintenance
      of
      Property.  The Borrower shall cause all property necessary for the
      conduct of its business or the business of any Subsidiary to be maintained
      and
      kept in good condition, repair and working order and supplied with all necessary
      equipment and shall cause to be made all necessary repairs, renewals,
      replacements, betterments and improvements thereof, all as in the judgment
      of
      the Borrower may be necessary for the conduct of its business; provided,
however, that nothing in this Section 7.2(H) shall prevent the
      Borrower from discontinuing the operation or maintenance of any of such property
      if such discontinuance is, in the judgment of the Borrower, desirable in the
      conduct of its business or the business of any Subsidiary and not
      disadvantageous in any material respect to the Administrative Agent or the
      Lenders.

     

    (I)  Environmental
      Compliance.  The Borrower and its Subsidiaries shall comply with
      all Environmental, Health or Safety Requirements of Law, except where
      noncompliance will not have or is not reasonably likely to subject the Borrower
      or any of its Subsidiaries, individually or in the aggregate, to liability
      in
      excess of $30,000,000.

     

    (J)  Use
      of
      Proceeds.  The Borrower shall use the proceeds of the Loans solely
      to refinance indebtedness outstanding under the Existing Term Loan Credit
      Agreement and to finance the transaction costs and expenses incurred in
      connection therewith and herewith.

     

    (K)  Addition
      of
      Subsidiary Guarantors.

     

    (a)  New
      Subsidiaries.  The Borrower shall cause each New Subsidiary that
      is, at any time, a Material Domestic Subsidiary (other than a SPV) to deliver
      to
      the Administrative Agent an executed Supplement to become a Subsidiary Guarantor
      under the Subsidiary Guaranty in the form of Exhibit H attached hereto (a
“Supplement”) and appropriate corporate resolutions, opinions
      and other documentation in form and substance reasonably satisfactory to the
      Administrative Agent, such Supplement and other documentation to be delivered
      to
      the Administrative Agent as promptly as possible upon the creation, acquisition
      of or capitalization thereof or if otherwise necessary to remain in compliance
      with Section 7.3(Q), but in any event within thirty (30) days of such
      creation, acquisition or capitalization.

     

    (b)  Additional
      Material Domestic Subsidiaries.  If any consolidated Subsidiary of
      the Borrower (other than a New Subsidiary to the extent addressed in Section
      7.2(K)(a) or a SPV) becomes a Material Domestic Subsidiary, the Borrower
      shall cause any such Material Domestic Subsidiary to deliver to the
      Administrative Agent an executed Supplement to become a Subsidiary Guarantor
      and
      appropriate corporate resolutions, opinions and other documentation in form
      and
      substance reasonably satisfactory to the Administrative Agent in connection
      therewith, such Supplement and other documentation to be delivered to the
      Administrative Agent as promptly as possible but in any event within thirty
      (30)
      days following the date on which such consolidated Subsidiary became a Material
      Domestic Subsidiary.

     

    (c)  Additional
      Subsidiary Guarantors.

     

    (i)  If
      at any time a
      member of the Senior Management Team of the Borrower has actual knowledge that
      the aggregate assets of all of the Borrower’s domestic consolidated Subsidiaries
      (other than SPVs) which are not Subsidiary Guarantors exceed ten percent (10%)
      of Consolidated Domestic Assets of the Borrower and its consolidated
      Subsidiaries (other than the SPVs), as calculated by the Borrower, the Borrower
      shall cause such domestic consolidated Subsidiaries as are necessary to reduce
      such aggregate assets to or below ten percent (10%) of such Consolidated
      Domestic Assets to deliver to the Administrative Agent executed Supplements
      to
      become Subsidiary Guarantors and appropriate corporate resolutions, opinions
      and
      other documentation in form and substance reasonably satisfactory to the
      Administrative Agent in connection therewith, such Supplements and other
      documentation to be delivered to the Administrative Agent as promptly as
      possible but in any event within thirty (30) days following the initial date
      on
      which a member of the Senior Management Team of the Borrower obtained actual
      knowledge that such aggregate assets exceed ten percent (10%) of such
      Consolidated Domestic Assets.

     

    (ii)  If
      at any time any
      Subsidiary of the Borrower which is not a Subsidiary Guarantor guaranties any
      Indebtedness of the Borrower for which the Borrower is a primary obligor (other
      than solely as a guarantor of obligations of its Affiliates or other third
      parties), other than the Indebtedness hereunder, the Borrower shall cause such
      Subsidiary to deliver to the Administrative Agent an executed Supplement to
      become a Subsidiary Guarantor and appropriate corporate resolutions, opinions
      and other documentation in form and substance reasonably satisfactory to the
      Administrative Agent in connection therewith, such Supplement and other
      documentation to be delivered to the Administrative Agent prior to or
      concurrently with the delivery of the guaranty of such other
      Indebtedness.

     

    7.3  Negative
      Covenants.

     

    (A)  Subsidiary
      Indebtedness.  The Borrower shall not permit any of its
      Subsidiaries directly or indirectly to create, incur, assume or otherwise become
      or remain directly or indirectly liable with respect to any Indebtedness,
      except:

     

    (i)  Indebtedness
      of the
      Subsidiaries under the Subsidiary Guaranty;

     

    (ii)  Indebtedness
      in
      respect of guaranties executed by any Subsidiary Guarantor with respect to
      any
      Indebtedness of the Borrower, provided such Indebtedness is not incurred by
      the
      Borrower in violation of this Agreement;

     

    (iii)  Indebtedness
      in
      respect of obligations secured by Customary Permitted Liens;

     

    (iv)  Indebtedness
      constituting Contingent Obligations permitted by Section
      7.3(E);

     

    (v)  Indebtedness
      arising from loans (a) from any Subsidiary to any wholly-owned Subsidiary or
      (b)
      from the Borrower to any wholly-owned Subsidiary; provided, that if any
      Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness
      shall be expressly subordinate to the payment in full in cash of the Obligations
      on terms satisfactory to the Administrative Agent;

     

    (vi)  Indebtedness
      in
      respect of Hedging Obligations permitted under Section
      7.3(O);

     

    (vii)  Indebtedness
      with
      respect to surety, appeal and performance bonds obtained by any of the
      Borrower’s Subsidiaries in the ordinary course of business;

     

    (viii)  Indebtedness
      incurred in connection with the Receivables Purchase Documents, provided, that
      Receivables Facility Attributed Indebtedness incurred in connection therewith
      does not exceed $250,000,000 in the aggregate at any time outstanding;
      and

     

    (ix)  Other
      Indebtedness
      in addition to that referred to elsewhere in this Section 7.3(A) incurred
      by the Borrower’s Subsidiaries; provided that no Default or Unmatured
      Default shall have occurred and be continuing at the date of such incurrence
      or
      would result therefrom; and providedfurther that the aggregate
      outstanding amount of all Indebtedness incurred by the Borrower’s Subsidiaries
      (other than Indebtedness incurred pursuant to clauses (i), (ii),
(v), (vi) and (viii) of this Section 7.3(A)) shall
      not at any time exceed 25% of the Borrower’s Consolidated Total
      Capitalization.

     

    (B)  Sales
      of
      Assets.  Neither the Borrower nor any of its Subsidiaries shall
      sell, assign, transfer, lease, convey or otherwise dispose of any property,
      whether now owned or hereafter acquired, or any income or profits therefrom,
      or
      enter into any agreement to do so, except:

     

    (i)  sales
      of Inventory
      in the ordinary course of business;

     

    (ii)  the
      disposition in
      the ordinary course of business of Equipment that is obsolete, excess or no
      longer used or useful in the Borrower’s or its Subsidiaries’
businesses;

     

    (iii)  any
      Permitted
      Receivables Transfer; provided that the amount of Receivables Facility
      Attributed Indebtedness does not exceed $250,000,000 in the aggregate at any
      time outstanding;

     

    (iv)  sales,
      transfers or
      other dispositions of property to the Borrower or a Subsidiary Guarantor;
      and

     

    (v)  sales,
      assignments,
      transfers, leases, conveyances or other dispositions of other assets (other
      than
      pursuant to clauses (i), (ii), (iii) and (iv) above)
      if such transaction (a) is for not less than fair market value, and (b) when
      combined with all such other transactions (each such transaction being valued
      at
      book value) occurring during the fiscal year in which such proposed transaction
      occurred represents the disposition of not greater than fifteen percent (15%)
      of
      the Borrower’s Consolidated Assets (such Consolidated Assets being calculated
      for the end of the fiscal year immediately preceding that in which such
      transaction is proposed to be entered into).

     

    (C)  Liens.  Neither
      the Borrower nor any of its Subsidiaries shall directly or indirectly create,
      incur, assume or permit to exist any Lien on or with respect to any of their
      respective property or assets except:

     

    (i)  (a)
      Liens, if any,
      created by the Loan Documents or otherwise securing the Obligations and (b)
      Liens created by the “Loan Documents” under and as defined in the Revolving
      Credit Agreement or otherwise securing the “Obligations” (as such terms are
      defined in the Revolving Credit Agreement), provided, that such Liens are shared
      on an equal and ratable basis with the Lenders with respect to the Obligations
      hereunder;

     

    (ii)  Customary
      Permitted
      Liens;

     

    (iii)  Liens
      arising under
      the Receivables Purchase Documents; and

     

    (iv)  other
      Liens,
      including Permitted Existing Liens, (a) securing Indebtedness of the Borrower
      and/or (b) securing Indebtedness of the Borrower’s Subsidiaries as permitted
      pursuant to Section 7.3(A), all of which, when taken together, secure
      Indebtedness in an aggregate outstanding principal amount not to exceed five
      percent (5%) of Consolidated Assets at any time.

     

    In
      addition,
      neither the Borrower nor any of its Subsidiaries shall become a party to any
      agreement, note, indenture or other instrument, or take any other action, which
      would prohibit the creation of a Lien on any of its properties or other assets
      in favor of the Administrative Agent for the benefit of itself and the Holders
      of Obligations, as collateral for the Obligations; provided, that any
      agreement, note, indenture or other instrument in connection with purchase
      money
      indebtedness (including Capitalized Leases) may prohibit the creation of a
      Lien
      in favor of the Administrative Agent for the benefit of itself and the Holders
      of Obligations on the items of property obtained with the proceeds of such
      purchase money indebtedness; provided, further, that (a) each
      Senior Note Purchase Agreement in connection with the Senior Notes may prohibit
      the creation of a Lien in favor of the Administrative Agent for the benefit
      of
      itself and the Holders of Obligations, as collateral for the
      Obligations, (b) the Receivables Purchase Documents may
      prohibit the creation of a Lien with respect to all of the assets of the SPV
      and
      with respect to the Receivables and Related Security of any of the Originators
      in favor of the Administrative Agent for the benefit of itself and the Holders
      of Obligations, as collateral for the Obligations, (c) the Revolving Credit
      Agreement may prohibit the creation of a Lien in favor of the Administrative
      Agent, for the benefit of itself and the Holders of Obligations, as collateral
      for the Obligations unless the holders of the obligations under the Revolving
      Credit Agreement shall be provided with an equal and ratable Lien and (d) the
      Singapore Credit Agreement may prohibit the creation of a Lien by the Borrower
      on the Capital Stock or assets of members of the Singapore Regional Group to
      secure the Obligations.

     

    (D)  Investments.  Except
      to the extent permitted pursuant to paragraph (G) below, neither the
      Borrower nor any of its Subsidiaries shall directly or indirectly make or own
      any Investment except:

     

    (i)  Investments
      in cash
      and Cash Equivalents;

     

    (ii)  Permitted
      Existing
      Investments in an amount not greater than the amount thereof on the Closing
      Date;

     

    (iii)  Investments
      in
      trade receivables or received in connection with the bankruptcy or
      reorganization of suppliers and customers and in settlement of delinquent
      obligations of, and other disputes with, customers and suppliers arising in
      the
      ordinary course of business;

     

    (iv)  Investments
      consisting of deposit accounts maintained by the Borrower and its
      Subsidiaries;

     

    (v)  Investments
      consisting of non-cash consideration from a sale, assignment, transfer, lease,
      conveyance or other disposition of property permitted by Section
      7.3(B);

     

    (vi)  Investments
      in any
      consolidated Subsidiaries (other than joint ventures);

     

    (vii)  Investments
      in
      joint ventures and nonconsolidated Subsidiaries in an aggregate amount not
      to
      exceed $50,000,000;

     

    (viii)  Investments
      constituting Permitted Acquisitions;

     

    (ix)  Investments
      constituting Indebtedness permitted by Section 7.3(A) or Contingent
      Obligations permitted by Section 7.3(E);

     

    (x)  Investments
      in the
      SPVs (a) required in connection with the Receivables Purchase Documents and
      (b)
      resulting from the transfers permitted by Section 7.3(B)(iii);
      and

     

    (xi)  Investments
      in
      addition to those referred to elsewhere in this Section 7.3(D) in an
      aggregate amount not to exceed $50,000,000.

     

    (E)  Contingent
      Obligations.  None of the Borrower’s Subsidiaries shall directly
      or indirectly create or become or be liable with respect to any Contingent
      Obligation, except: (i) recourse obligations resulting from endorsement of
      negotiable instruments for collection in the ordinary course of business; (ii)
      Permitted Existing Contingent Obligations; (iii) obligations, warranties, and
      indemnities, not relating to Indebtedness of any Person, which have been or
      are
      undertaken or made in the ordinary course of business and not for the benefit
      of
      or in favor of an Affiliate of the Borrower or such Subsidiary; (iv) Contingent
      Obligations with respect to surety, appeal and performance bonds obtained by
      the
      Borrower or any Subsidiary in the ordinary course of business; (v) Contingent
      Obligations of the Subsidiary Guarantors under the Subsidiary Guaranty; (vi)
      Contingent Obligations of Subsidiaries which are Subsidiary Guarantors under
      a
      guaranty of the Indebtedness of the Borrower evidenced by the Revolving Credit
      Agreement, the Senior Notes, the Senior Note Purchase Agreements and any
      Permitted Financing Facility; (vii) Contingent Obligations of the Borrower
      or
      any of its Subsidiaries arising under the Receivables Purchase Documents; (viii)
      Contingent Obligations of the Singapore Regional Group under the Singapore
      Guarantees; (ix) Contingent Obligations of non-domestic Subsidiaries represented
      by guarantees of obligations of other non-domestic Subsidiaries; (x) Contingent
      Obligations of Subsidiaries which are guarantors under a guaranty of
      Indebtedness of a Subsidiary of the Borrower (including a Permitted Financing
      Facility) permitted under Section 7.3(A)(ix); and (xi) Contingent
      Obligations incurred in the ordinary course of business by any of the Borrower’s
      Subsidiaries in respect of obligations of any Subsidiary.

     

    (F)  Conduct
      of
      Business; New Subsidiaries; Acquisitions.  Except as expressly
      provided in clause (c) in the definition of “Permitted Acquisition”
below, neither the Borrower nor any of its Subsidiaries shall engage
      in any
      business other than the businesses engaged in by the Borrower and its
      Subsidiaries on the date of such transaction and any business or activities
      which are substantially similar, related or incidental thereto.  The
      Borrower may create, acquire in a Permitted Acquisition or capitalize any
      Subsidiary (a “New Subsidiary”) after the date hereof if (i) no
      Default or Unmatured Default shall have occurred and be continuing or would
      result therefrom; (ii) after such creation, acquisition or capitalization,
      all
      of the representations and warranties contained herein shall be true and
      correct; and (iii) after such creation, acquisition or capitalization the
      Borrower shall be in compliance with the terms of Sections 7.2(K)
      and  7.3(Q).

     

    Without
      in any way
      limiting the foregoing, neither the Borrower nor any of its Subsidiaries shall
      make any Acquisitions, other than Acquisitions meeting the following
      requirements or otherwise approved by the Required Lenders (each such
      Acquisition constituting a “Permitted
      Acquisition”):

     

    (a)  no
      Default or
      Unmatured Default shall have occurred and be continuing or would result from
      such Acquisition or the incurrence of any Indebtedness in connection therewith,
      and all of the representations and warranties contained herein shall be true
      and
      correct on and as of the date such Acquisition with the same effect as though
      made on and as of such date;

     

    (b)  the
      purchase is
      consummated on a non-hostile basis pursuant to a negotiated acquisition
      agreement approved by the board of directors or other applicable governing
      body
      of the seller prior to the commencement of such Acquisition; provided,
however, that nothing in this clause (b) shall prevent the
      Borrower from enforcing its rights against a seller following a default in
      such
      seller’s obligations under any such agreement;

     

    (c)  the
      businesses
      being acquired shall be consumer product companies or other businesses that
      are
      substantially similar, related or incidental to the businesses or activities
      engaged in by the Borrower and its Subsidiaries as of the Closing Date, as
      well
      as suppliers to or distributors of products similar to those of the Borrower
      and
      its Subsidiaries; provided, however, that the Borrower and its
      Subsidiaries shall be permitted to acquire businesses that do not satisfy the
      foregoing criteria in this clause (c) so long as the aggregate purchase
      price for all such acquisitions does not exceed five percent (5%) of the
      Borrower’s consolidated tangible net assets (on a
pro forma basis) as of the date of the consummation
      of such Acquisition; and

     

    (d)  prior
      to each such
      Acquisition, the Borrower shall determine that after giving effect to such
      Acquisition and the incurrence of any Indebtedness by the Borrower or any of
      its
      Subsidiaries, to the extent permitted by this Agreement, in connection
      therewith, on a proforma basis acceptable to the Administrative
      Agent, the Borrower would have been in compliance with the financial covenants
      in Section 7.4 for the applicable period being tested and not otherwise
      in Default.

     

    (G)  Transactions
      with Shareholders and Affiliates.  Except for (a) the transactions
      set forth on Schedule 7.3(G), (b) Permitted Receivables Transfers and (c)
      Investments permitted by Section 7.3(D), neither the Borrower nor any of
      its Subsidiaries shall directly or indirectly enter into or permit to exist
      any
      transaction (including, without limitation, the purchase, sale, lease or
      exchange of any property or the rendering of any service) with any holder or
      holders of any of the Equity Interests of the Borrower, or with any Affiliate
      of
      the Borrower which is not its Subsidiary, on terms that are less favorable
      to
      the Borrower or any of its Subsidiaries, as applicable, than those that might
      be
      obtained in an arm’s length transaction at the time from Persons who are not
      such a holder or Affiliate.

     

    (H)  Restriction
      on
      Fundamental Changes.  Neither the Borrower nor any of its
      Subsidiaries shall enter into any merger or consolidation, or liquidate, wind-up
      or dissolve (or suffer any liquidation or dissolution), or convey, lease, sell,
      transfer or otherwise dispose of, in one transaction or series of transactions,
      all or substantially all of the Borrower’s or any such Subsidiary’s business or
      property, whether now or hereafter acquired, except (i) transactions permitted
      under Sections 7.3(B) or 7.3(F) (including the liquidation,
      winding up or dissolution of a Subsidiary in connection with a transaction
      permitted under Section 7.3(B)) and (ii) a Subsidiary of the Borrower may
      be merged into, liquidated into or consolidated with the Borrower (in which
      case
      the Borrower shall be the surviving corporation) or any wholly-owned Subsidiary
      of the Borrower; provided if a Subsidiary Guarantor is merged into,
      liquidated into or consolidated with another Subsidiary of the Borrower, the
      surviving Subsidiary shall also be or shall become a Subsidiary Guarantor to
      the
      extent required under Section 7.2(K) or 7.3(Q)
      hereunder.

     

    (I)  Sales
      and
      Leasebacks.  Neither the Borrower nor any of its Subsidiaries
      shall become liable, directly, by assumption or by Contingent Obligation, with
      respect to any lease, whether an operating lease or a Capitalized Lease, of
      any
      property (whether real or personal or mixed), (i) which it or one of its
      Subsidiaries sold or transferred or is to sell or transfer to any other Person,
      or (ii) which it or one of its Subsidiaries intends to use for substantially
      the
      same purposes as any other property which has been or is to be sold or
      transferred by it or one of its Subsidiaries to any other Person in connection
      with such lease, unless in either case the sale involved is not prohibited
      under
Section 7.3(B) and the lease involved is not prohibited under Section
      7.3(A).

     

    (J)  Margin
      Regulations; Use of Proceeds.  Neither the Borrower nor any of its
      Subsidiaries, shall use all or any portion of the proceeds of any credit
      extended under this Agreement (i) to purchase or carry Margin Stock in violation
      of any of the regulations of the Board, including Regulations T, U and
      X  or (ii) for any purpose other than those set forth in Section
      7.2(J).

     

    (K)  ERISA.  The
      Borrower shall not:

     

    (i)  permit
      to exist any
      accumulated funding deficiency (as defined in Sections 302 of ERISA and 412
      of
      the Code), with respect to any Benefit Plan, whether or not waived;

     

    (ii)  terminate,
      or
      permit any Controlled Group member to terminate, any Benefit Plan which would
      result in liability of the Borrower or any Controlled Group member under Title
      IV of ERISA;

     

    (iii)  fail,
      or permit any
      Controlled Group member to fail, to pay any required installment or any other
      payment required under Section 412 of the Code on or before the due date for
      such installment or other payment; or

     

    (iv)  permit
      any unfunded
      liabilities with respect to any Foreign Pension Plan;

     

    except
      where such
      transactions, events, circumstances, or failures are not, individually or in
      the
      aggregate, reasonably expected to result in liability individually or in the
      aggregate in excess of $25,000,000 or have a Material Adverse
      Effect.

     

    (L)  Corporate
      Documents.  Neither the Borrower nor any of its Subsidiaries shall
      amend, modify or otherwise change any of the terms or provisions in any of
      their
      respective constituent documents as in effect on the date hereof in any manner
      adverse to the interests of the Lenders, without the prior written consent
      of
      the Required Lenders.

     

    (M)  Fiscal
      Year.  Neither the Borrower nor any of its consolidated
      Subsidiaries shall change its fiscal year for accounting or tax purposes from
      a
      twelve-month period ending September 30 of each year.

     

    (N)  Subsidiary
      Covenants.  The Borrower will not, and will not permit any
      Subsidiary to, create or otherwise cause to become effective any consensual
      encumbrance or restriction of any kind on the ability of any Subsidiary to
      pay
      dividends or make any other distribution on its stock, redeem or repurchase
      its
      stock, make any other similar payment or distribution, pay any Indebtedness
      or
      other obligation owed to the Borrower or any other Subsidiary, make loans or
      advances or other Investments in the Borrower or any other Subsidiary, to sell,
      transfer or otherwise convey any of its property to the Borrower or any other
      Subsidiary or merge, consolidate with or liquidate into the Borrower or any
      other Subsidiary other than pursuant to (i) this Agreement, the Revolving Credit
      Agreement or any other Permitted Financing Facility; provided,
however, that the restrictions in a Permitted Financing Facility shall
      be
      no more adverse to the Lenders than the provisions set forth in this Agreement
      and in any event (x) shall not prohibit any Subsidiary from paying dividends
      or
      making any other distribution on its stock to, redeem or repurchase its stock
      from, or making any other similar payment or distribution to, the Borrower
      or
      any Subsidiary Guarantor, and (y) shall not prohibit the Borrower or any
      Subsidiary from paying any Indebtedness or other obligation owed to, making
      loans or advances or other Investments in, selling, transferring or otherwise
      conveying any of its property to, or merge, consolidate with or liquidating
      into, the Borrower or any Subsidiary Guarantor, all as established by the
      Borrower to the reasonable satisfaction of the Administrative Agent, (ii) the
      Receivables Purchase Documents and (iii) the Singapore Credit Agreement;
provided, that the Singapore Credit Agreement shall not in any way
      prohibit any member of the Singapore Regional Group from paying dividends or
      making any other distribution on its stock, redeeming or repurchasing its stock,
      making any other similar payment or distribution, or paying any Indebtedness
      or
      other obligation owed to the Borrower or any Subsidiary Guarantor.

     

    (O)  Hedging
      Obligations.  The Borrower shall not and shall not permit any of
      its Subsidiaries to enter into any Hedging Arrangements other than Hedging
      Arrangements entered into by the Borrower or its Subsidiaries pursuant to which
      the Borrower or such Subsidiary has hedged its or its Subsidiaries’ reasonably
      estimated interest rate, foreign currency or commodity exposure and which are
      of
      a non-speculative nature.

     

    (P)  Issuance
      of
      Disqualified Stock.  From and after the Closing Date, neither the
      Borrower, nor any of its Subsidiaries shall issue any Disqualified
      Stock.  All issued and outstanding Disqualified Stock shall be treated
      as Indebtedness for borrowed money for all purposes of this Agreement, and
      the
      amount of such deemed Indebtedness shall be the aggregate amount of the
      liquidation preference of such Disqualified Stock.

     

    (Q)  Non-Guarantor
      Subsidiaries.  Subject to the grace period set forth in Section
      7.2(K)(c)(i), the Borrower will not at any time permit the aggregate assets
      of all of the Borrower’s domestic consolidated Subsidiaries (other than the
      SPVs) which are not Subsidiary Guarantors to exceed ten percent (10%) of
      Consolidated Domestic Assets of the Borrower and its consolidated Subsidiaries
      (other than the SPVs).  The Borrower shall not permit any of its
      Subsidiaries (including non-domestic Subsidiaries) to guaranty any Indebtedness
      of the Borrower for which the Borrower is a primary obligor (other than solely
      as a guarantor of obligations of its Affiliates or other third parties) other
      than the Indebtedness hereunder unless each such Subsidiary is a Subsidiary
      Guarantor under the Subsidiary Guaranty.

     

    7.4  Financial
      Covenants.  The Borrower shall comply with the
      following:

     

    (A)  Maximum
      Leverage
      Ratio.  The Borrower shall not permit the ratio of (i) the sum of
      all Indebtedness of the Borrower and its Subsidiaries minus, solely for the
      purposes of the calculation of the Covenant Leverage Ratio pursuant to this
      Section 7.4(A), Receivables Facility Attributed Indebtedness to (ii)
      EBITDA (such ratio, the “Covenant Leverage Ratio”) at any time
      to be greater than 3.50 to 1.00; provided that if, at the end of any fiscal
      quarter, the Covenant Leverage Ratio is greater than 3.50 to 1.00 and the
      Borrower has entered into a transaction or transactions, including, but not
      limited to, Permitted Acquisitions or repurchases of the Borrower's Capital
      Stock within the two most recently ended fiscal quarters (including such fiscal
      quarter) (a fiscal quarter in which all such conditions are satisfied, a
“Trigger Quarter”), then the Covenant Leverage Ratio may be
      greater than 3.50 to 1.00 but shall not exceed 4.00 to 1.00 for such Trigger
      Quarter and the next succeeding three fiscal quarters; provided that, following
      the occurrence of a Trigger Quarter, no subsequent Trigger Quarter shall be
      deemed to have occurred or to exist for any reason unless and until the Covenant
      Leverage Ratio has returned to less than or equal to 3.50 to 1.00 as of the
      end
      of at least one fiscal quarter following the occurrence of such initial Trigger
      Quarter; provided, further that, the Covenant Leverage Ratio shall return to
      less than or equal to 3.50 to 1.00 no later than the fourth fiscal quarter
      after
      such initial Trigger Quarter.  The Covenant Leverage Ratio shall be
      calculated as of the last day of each fiscal quarter based upon (a) for
      Indebtedness and Receivables Facility Attributed Indebtedness, Indebtedness
      and
      Receivables Facility Attributed Indebtedness, as the case may be, as of the
      last
      day of each such fiscal quarter; and (b) for EBITDA, the actual amount for
      the
      four-quarter period ending on such day, calculated, with respect to Permitted
      Acquisitions, on a proforma basis using unadjusted historical
      audited and reviewed unaudited financial statements obtained from the seller
      (with the EBITDA component thereof broken down by fiscal quarter in the
      Borrower’s reasonable judgment).

     

    (B)  Minimum
      Interest
      Expense Coverage Ratio.  The Borrower shall maintain a ratio (the
“Interest Expense Coverage Ratio”) for any applicable period of
      (a) EBIT for such period to (b) Interest Expense for such period of greater
      than
      3.00 to 1.00 for each fiscal quarter.  The Interest Expense Coverage
      Ratio shall be calculated as of the last day of each fiscal quarter for the
      four-quarter period ending on such day, calculated, with respect to Permitted
      Acquisitions, on a proforma basis using unadjusted historical
      audited and reviewed unaudited financial statements obtained from the seller
      (with the EBITDA component thereof broken down by fiscal quarter in the
      Borrower’s reasonable judgment).

     

    ARTICLE
      VIII:  

    DEFAULTS

     

    8.1  Defaults.  Each
      of the following occurrences shall constitute a Default under this
      Agreement:

     

    (A)  Failure
      to Make
      Payments When Due.  The Borrower shall (i) fail to pay when due
      any of the Obligations consisting of principal with respect to the Loans or
      (ii)
      shall fail to pay within five (5) Business Days of the date when due any of
      the
      other Obligations under this Agreement or the other Loan Documents.

     

    (B)  Breach
      of
      Certain Covenants.  The Borrower shall fail duly and punctually to
      perform or observe any agreement, covenant or obligation binding on the Borrower
      or there shall otherwise be a breach of any covenant under:

     

    (i)  Sections
      7.1
      or 7.2 (other than Section 7.2(K)) and such failure or breach
      shall continue unremedied for thirty (30) days after the earlier to occur of
      (a)
      the date on which written notice from the Administrative Agent or any Lender
      is
      received by the Borrower of such breach and (b) the date on which a member
      of
      the Senior Management Team of the Borrower or any Subsidiary Guarantor had
      knowledge of the existence of such breach or should have known of the existence
      of such breach; or

     

    (ii)  Sections
      7.2(K), 7.3 or 7.4.

     

    (C)  Breach
      of
      Representation or Warranty.  Any representation or warranty made
      or deemed made by the Borrower to the Administrative Agent or any Lender herein
      or by the Borrower or any of its Subsidiaries in any of the other Loan Documents
      or in any statement or certificate at any time given by any such Person pursuant
      to any of the Loan Documents shall be false or misleading in any material
      respect on the date as of which made (or deemed made).

     

    (D)  Other
      Defaults.  The Borrower shall default in the performance of or
      compliance with any term contained in this Agreement (other than as covered
      by
paragraphs (A) or (B) of this Section 8.1), or the Borrower
      or any of its Subsidiaries shall default in the performance of or compliance
      with any term contained in any of the other Loan Documents, and such default
      shall continue for thirty (30) days after the earlier to occur of (a) the date
      on which written notice from the Administrative Agent or any Lender is received
      by the Borrower of such breach and (b) the date on which a member of the Senior
      Management Team of the Borrower or any Subsidiary Guarantor had knowledge of
      the
      existence of such breach or should have known of the existence of such
      breach.

     

    (E)  Default
      as to
      Other Indebtedness.  The Borrower or any of its Subsidiaries shall
      fail to make any payment when due (whether by scheduled maturity, required
      prepayment, acceleration, demand or otherwise), beyond any period of grace
      provided, with respect to any Indebtedness (other than Indebtedness hereunder)
      which individually or together with other such Indebtedness as to which any
      such
      failure exists (other than hereunder) constitutes Material Indebtedness; or
      any
      breach, default or event of default (including any “Amortization Event” or event
      of like import in connection with the Receivables Purchase Facility) shall
      occur, or any other condition shall exist under any instrument, agreement or
      indenture pertaining to any such Material Indebtedness, beyond any period of
      grace, if any, provided with respect thereto, if the effect thereof is to cause
      an acceleration, mandatory redemption, a requirement that the Borrower or any
      of
      its Subsidiaries offer to purchase such Material Indebtedness or other required
      repurchase of such Material Indebtedness, or permit the holder(s) of such
      Material Indebtedness to accelerate the maturity of any such Material
      Indebtedness or require a redemption or other repurchase of such Material
      Indebtedness; or any such Material Indebtedness shall be otherwise declared
      to
      be due and payable (by acceleration or otherwise) or required to be prepaid,
      redeemed or otherwise repurchased by the Borrower or any of its Subsidiaries
      (other than by a regularly scheduled required prepayment) prior to the stated
      maturity thereof.

     

    (F)  Involuntary
      Bankruptcy; Appointment of Receiver, Etc.

     

    (i)  An
      involuntary case
      shall be commenced against the Borrower or any of the Borrower’s Material
      Subsidiaries and the petition shall not be dismissed, stayed, bonded or
      discharged within sixty (60) days after commencement of the case; or a court
      having jurisdiction in the premises shall enter a decree or order for relief
      in
      respect of  the Borrower or any of the Borrower’s Material
      Subsidiaries in an involuntary case, under any applicable bankruptcy, insolvency
      or other similar law now or hereinafter in effect; or any other similar relief
      shall be granted under any applicable federal, state, local or foreign
      law.

     

    (ii)  A
      decree or order
      of a court having jurisdiction in the premises for the appointment of a
      receiver, liquidator, sequestrator, trustee, custodian or other officer having
      similar powers over the Borrower or any of the Borrower’s Material Subsidiaries
      or over all or a substantial part of the property of the Borrower or any of
      the
      Borrower’s Material Subsidiaries shall be entered; or an interim receiver,
      trustee or other custodian of the Borrower or any of the Borrower’s Material
      Subsidiaries or of all or a substantial part of the property of the Borrower
      or
      any of the Borrower’s Material Subsidiaries shall be appointed or a warrant of
      attachment, execution or similar process against any substantial part of the
      property of the Borrower or any of the Borrower’s Material Subsidiaries shall be
      issued and any such event shall not be stayed, dismissed, bonded or discharged
      within sixty (60) days after entry, appointment or issuance.

     

    (G)  Voluntary
      Bankruptcy; Appointment of Receiver, Etc.  The Borrower or any of
      the Borrower’s Material Subsidiaries (i) shall commence a voluntary case under
      any applicable bankruptcy, insolvency or other similar law now or hereafter
      in
      effect, (ii) shall consent to the entry of an order for relief in an involuntary
      case, or to the conversion of an involuntary case to a voluntary case, under
      any
      such law, (iii) shall consent to the appointment of or taking possession by
      a
      receiver, trustee or other custodian for all or a substantial part of its
      property, (iv) shall make any assignment for the benefit of creditors, (v)
      shall
      take any corporate action to authorize any of the foregoing or (vi) is generally
      not paying, or admits in writing its inability to pay, its debts as they become
      due.

     

    (H)  Judgments
      and
      Attachments.  Any money judgment(s) (other than a money judgment
      covered by insurance as to which the insurance company has not disclaimed or
      reserved the right to disclaim coverage), writ or warrant of attachment, or
      similar process against the Borrower or any of its Subsidiaries or any of their
      respective assets involving in any single case or in the aggregate an amount
      in
      excess of $30,000,000 is or are entered and shall remain undischarged,
      unvacated, unbonded or unstayed for a period of sixty (60) days or in any event
      later than fifteen (15) days prior to the date of any proposed sale
      thereunder.

     

    (I)  Dissolution.  Any
      order, judgment or decree shall be entered against the Borrower decreeing its
      involuntary dissolution or split up and such order shall remain undischarged
      and
      unstayed for a period in excess of sixty (60) days; or the Borrower shall
      otherwise dissolve or cease to exist except as specifically permitted by this
      Agreement.

     

    (J)  Loan
      Documents.  At any time, for any reason, any Loan Document as a
      whole that materially affects the ability of the Administrative Agent, or any
      of
      the Lenders to enforce the Obligations ceases to be in full force and effect
      or
      the Borrower or any of the Borrower’s Subsidiaries party thereto seeks to
      repudiate its obligations under any Loan Document.

     

    (K)  Termination
      Event.  Any Termination Event occurs which the Required Lenders
      believe is reasonably likely to subject either the Borrower or any of its
      Subsidiaries to liability individually or in the aggregate in excess of
      $30,000,000.

     

    (L)  Waiver
      of
      Minimum Funding Standard.  If the plan administrator of any Plan
      applies under Section 412(d) of the Code for a waiver of the minimum funding
      standards of Section 412(a) of the Code and the Required Lenders believe the
      substantial business hardship upon which the application for the waiver is
      based
      could reasonably be expected to subject either the Borrower or any of its
      Subsidiaries to liability individually or in the aggregate in excess of
      $30,000,000.

     

    (M)  Change
      of
      Control.  A Change of Control shall occur.

     

    (N)  Hedging
      Agreements.  Nonpayment by the Borrower of any material obligation
      under any Hedging Agreement or the breach by the Borrower of any material term,
      provision or condition contained in any such Hedging Agreement.

     

    (O)  Environmental
      Matters.  The Borrower or any of its Subsidiaries shall be the
      subject of any proceeding or investigation pertaining to (i) the Release by
      the
      Borrower or any of its Subsidiaries of any Contaminant into the environment,
      (ii) the liability of the Borrower or any of its Subsidiaries arising from
      the
      Release by any other Person of any Contaminant into the environment, or (iii)
      any violation of any Environmental, Health or Safety Requirements of Law which
      by the Borrower or any of its Subsidiaries, which, in any case, has or is
      reasonably likely to subject either the Borrower or its Subsidiaries to
      liability individually or in the aggregate in excess of
      $30,000,000.

     

    (P)  Subsidiary
      Guarantor Revocation.  Any Subsidiary Guarantor shall terminate or
      revoke any of its obligations under the Subsidiary Guaranty or breach any of
      the
      material terms of such Subsidiary Guaranty.

     

    (Q)  Receivables
      Purchase Document Events.  A “Termination Event” (as defined in
      the 2000 Receivables Sale Agreement), an “Amortization Event” (as defined in the
      2000 Receivables Purchase Agreement) or any other breach or event of like import
      under any replacement Receivables Purchase Documents permitted hereby (any
      such
      event, a “Receivables Facility Trigger Event”) shall (i) occur
      with respect to the conduct or performance of (a) any Originator, (b) any
      servicer of the Receivables (so long as such servicer is the Borrower or a
      Subsidiary thereof) under the Receivables Purchase Documents, (c) any guarantor
      of the obligations of any Originator or servicer under the Receivables Purchase
      Documents or (d) any of their respective Subsidiaries other than an SPV and
      (ii)
      result in the termination of reinvestments of collections or proceeds of
      Receivables and Related Security under any agreements evidencing Receivables
      Facility Attributed Indebtedness (it being understood and agreed that the
      occurrence of a Receivables Facility Trigger Event resulting solely from (x)
      the
      conduct or performance of an SPV and/or (y) the performance or quality of the
      Receivables securing the obligations under the Receivables Purchase Documents,
      taken together with the circumstances described in the foregoing clause
      (ii), shall not give rise to a Default under this Section
      8.1(Q)).

     

    A
      Default shall be
      deemed “continuing” until cured or until waived in writing in accordance with
Section 9.3.

     

    ARTICLE
      IX:  

    ACCELERATION,
      DEFAULTING LENDERS; WAIVERS, AMENDMENTS AND REMEDIES

     

    9.1  Termination
      of
      Commitments; Acceleration.  If any Default described in Section
      8.1(F), (G) or (I) occurs with respect to the Borrower, the
      obligations of the Lenders to make Loans hereunder (if any) shall automatically
      terminate and the Obligations shall immediately become due and payable without
      any election or action on the part of the Administrative Agent or any
      Lender.  If any other Default occurs, the Required Lenders may
      terminate or suspend the obligations of the Lenders to make Loans hereunder
      (if
      any), or declare the Obligations to be due and payable, or both, whereupon
      the
      Obligations shall become immediately due and payable, without presentment,
      demand, protest or notice of any kind, all of which the Borrower expressly
      waives.

     

    9.2  [Reserved.]

     

    9.3  Amendments.  Subject
      to the provisions of this Article IX, the Required Lenders (or the
      Administrative Agent with the consent in writing of the Required Lenders) and
      the Borrower may enter into agreements supplemental hereto for the purpose
      of
      adding or modifying any provisions to the Loan Documents or changing in any
      manner the rights of the Lenders or the Borrower hereunder or waiving any
      Default hereunder; provided, however, that no such supplemental
      agreement shall, without the consent of each Lender adversely affected thereby
      (which shall be deemed to include all Lenders in the case of clauses (iii),
      (v),
      (vi), (viii) or (ix) below):

     

    (i)  Postpone
      or extend
      the Termination Date or any other date fixed for any payment of principal of,
      or
      interest on, the Loans or any fees or other amounts payable to such Lender
      (other than any modifications of the provisions relating to amounts, timing
      or
      application of prepayments of the Loans and other Obligations, which
      modifications shall require the approval only of the Required
      Lenders).

     

    (ii)  Reduce
      the
      principal amount of any Loans, or reduce the rate or extend the time of payment
      of interest or fees thereon (other than (a) a waiver of the application of
      the
      default rate of interest pursuant to Section 2.10 hereof and (b) as a
      result of a change in the definition of Leverage Ratio or any of the components
      thereof or the method of calculation thereof).

     

    (iii)  Reduce
      the
      percentage specified in the definition of Required Lenders or any other
      percentage of Lenders specified to be the applicable percentage in this
      Agreement to act on specified matters or amend the definitions of “Required
      Lenders” or “Pro Rata Share”.

     

    (iv)  Increase
      the amount
      of the Commitment of such Lender hereunder or increase such Lender’s Pro Rata
      Share.

     

    (v)  Permit
      the Borrower
      to assign its rights under this Agreement.

     

    (vi)  Other
      than pursuant
      to a transaction permitted by the terms of this Agreement, release any guarantor
      from its obligations under the Subsidiary Guaranty.

     

    (vii)  Waive
      or amend any
      of the conditions set forth in Section 5.1.

     

    (viii)  Amend
Section
      12.1 or 12.2.

     

    (ix)  Amend
      this
Section 9.3.

     

    No
      amendment of any
      provision of this Agreement relating to the Administrative Agent shall be
      effective without the written consent of the Administrative
      Agent.  The Administrative Agent may waive payment of the fee required
      under Section 13.3(B)(iii) without obtaining the consent of any of the
      Lenders.

     

    9.4  Preservation
      of
      Rights.  No delay or omission of the Lenders or the Administrative
      Agent to exercise any right under the Loan Documents shall impair such right
      or
      be construed to be a waiver of any Default or an acquiescence therein, and
      the
      making of a Loan notwithstanding the existence of a Default or the inability
      of
      the Borrower to satisfy the conditions precedent to such Loan shall not
      constitute any waiver or acquiescence.  Any single or partial exercise
      of any such right shall not preclude other or further exercise thereof or the
      exercise of any other right, and no waiver, amendment or other variation of
      the
      terms, conditions or provisions of the Loan Documents whatsoever shall be valid
      unless in writing signed by the Lenders required pursuant to Section 9.3,
      and then only to the extent in such writing specifically set
      forth.  All remedies contained in the Loan Documents or by law
      afforded shall be cumulative and all shall be available to the Administrative
      Agent and the Lenders until all of the Obligations (other than contingent
      indemnity obligations) shall have been fully and indefeasibly paid and satisfied
      in cash and all financing arrangements among the Borrower and the Lenders shall
      have been terminated.

     

    ARTICLE
      X:    

    GENERAL
      PROVISIONS

     

    10.1  Survival
      of
      Representations.  All representations and warranties of the
      Borrower contained in this Agreement shall survive delivery of this Agreement
      and the making of the Loans herein contemplated.

     

    10.2  Governmental
      Regulation.  Anything contained in this Agreement to the contrary
      notwithstanding, no Lender shall be obligated to extend credit to the Borrower
      in violation of any limitation or prohibition provided by any applicable statute
      or regulation.

     

    10.3  Performance
      of
      Obligations.  The Borrower agrees that after the occurrence and
      during the continuance of a Default, the Administrative Agent may, but shall
      have no obligation to, make any payment or perform any act required of the
      Borrower under any Loan Document to the extent the Administrative Agent
      determines that such action shall be necessary or advisable in order to protect
      or preserve the rights of the Lenders hereunder.  The Administrative
      Agent shall use its reasonable efforts to give the Borrower notice of any action
      taken under this Section 10.3 prior to the taking of such action or
      promptly thereafter provided the failure to give such notice shall not affect
      the Borrower’s obligations in respect thereof.  The Borrower agrees to
      pay the Administrative Agent, upon demand, the principal amount of all funds
      advanced by the Administrative Agent under this Section 10.3, together
      with interest thereon at the rate from time to time applicable to Floating
      Rate
      Loans from the date of such advance until the outstanding principal balance
      thereof is paid in full.  If the Borrower fails to make payment in
      respect of any such advance under this Section 10.3 within one (1)
      Business Day after the date the Borrower receives written demand therefor from
      the Administrative Agent, the Administrative Agent shall promptly notify each
      Lender and each Lender agrees that it shall thereupon make available to the
      Administrative Agent, in Dollars in immediately available funds, the amount
      equal to such Lender’s Pro Rata Share of such advance.  If such funds
      are not made available to the Administrative Agent by such Lender within one
      (1)
      Business Day after the Administrative Agent’s demand therefor, the
      Administrative Agent will be entitled to recover any such amount from such
      Lender together with interest thereon at the Federal Funds Effective Rate for
      each day during the period commencing on the date of such demand and ending
      on
      the date such amount is received.  The failure of any Lender to make
      available to the Administrative Agent its Pro Rata Share of any such
      unreimbursed advance under this Section 10.3 shall neither relieve any
      other Lender of its obligation hereunder to make available to the Administrative
      Agent such other Lender’s Pro Rata Share of such advance on the date such
      payment is to be made nor increase the obligation of any other Lender to make
      such payment to the Administrative Agent.  All outstanding principal
      of, and interest on, advances made under this Section 10.3 shall
      constitute Obligations subject to the terms of this Agreement until paid in
      full
      by the Borrower.

     

    10.4  Headings.  Section
      headings in the Loan Documents are for convenience of reference only, and shall
      not govern the interpretation of any of the provisions of the Loan
      Documents.

     

    10.5  Entire
      Agreement.  The Loan Documents embody the entire agreement and
      understanding among the Borrower, the Administrative Agent and the Lenders
      and
      supersede all prior agreements and understandings among the Borrower, the
      Administrative Agent and the Lenders relating to the subject matter thereof
      other than the terms of any prior letters, agreements or understandings which
      are expressly stated to survive the execution and delivery of this
      Agreement.

     

    10.6  Several
      Obligations; Benefits of this Agreement.  The respective
      obligations of the Lenders hereunder are several and not joint and no Lender
      shall be the partner or agent of any other Lender (except to the extent to
      which
      the Administrative Agent is authorized to act as such).  The failure
      of any Lender to perform any of its obligations hereunder shall not relieve
      any
      other Lender from any of its obligations hereunder.  This Agreement
      shall not be construed so as to confer any right or benefit upon any Person
      other than the parties to this Agreement and their respective successors and
      assigns.

     

    10.7  Expenses;
      Indemnification.

     

    (A)  Expenses.  The
      Borrower shall reimburse the Administrative Agent and the Arrangers for any
      reasonable costs, internal charges and out-of-pocket expenses (including
      reasonable attorneys’ and paralegals’ fees and time charges of attorneys and
      paralegals for the Administrative Agent and the Arrangers, which attorneys
      and
      paralegals may be employees of the Administrative Agent or the Arrangers) paid
      or incurred by the Administrative Agent or the Arrangers in connection with
      the
      preparation, negotiation, execution, delivery, syndication, review, amendment
      modification and, after the occurrence and during the continuance of a Default
      or an Unmatured Default, administration of the Loan Documents.  The
      Borrower also agrees to reimburse the Administrative Agent and the Arrangers
      and
      the Lenders for any reasonable costs and out-of-pocket expenses (including
      reasonable attorneys’ and paralegals’ fees and time charges of attorneys and
      paralegals for the Administrative Agent and the Arrangers and the Lenders,
      which
      attorneys and paralegals may be employees of the Administrative Agent or the
      Arrangers or the Lenders) paid or incurred by the Administrative Agent or the
      Arrangers or any Lender in connection with the collection of the Obligations
      and
      enforcement of the Loan Documents; provided, that after the occurrence
      and during the continuance of a Default, the Borrower agrees to reimburse the
      Administrative Agent, the Arrangers and the Lenders for all such costs and
      out-of-pocket expenses, whether or not reasonable.

     

    (B)  Indemnity.  The
      Borrower further agrees to defend, protect, indemnify, and hold harmless the
      Administrative Agent, the Syndication Agent, each Arranger and each and all
      of
      the Lenders and each of their respective Affiliates, and each of the
      Administrative Agent’s, Syndication Agent’s or such Arranger’s, Lender’s, or
      Affiliate’s respective officers, directors, trustees, investment advisors,
      employees, attorneys and agents (including, without limitation, those retained
      in connection with the satisfaction or attempted satisfaction of any of the
      conditions set forth in Article V) (collectively, the
“Indemnitees”) from and against any and all liabilities,
      obligations, losses, damages, penalties, actions, judgments, suits, claims,
      costs, expenses of any kind or nature whatsoever (including, without limitation,
      the fees and disbursements of counsel for such Indemnitees in connection with
      any investigative, administrative or judicial proceeding, whether or not such
      Indemnitees shall be designated a party thereto), imposed on, incurred by,
      or
      asserted against such Indemnitees in any manner relating to or arising out
      of:

     

    (i)  this
      Agreement, the
      other Loan Documents, or any act, event or transaction related or attendant
      thereto, the making of the Loans, the management of such Loans, the use or
      intended use of the proceeds of the Loans hereunder, or any of the other
      transactions contemplated by the Loan Documents; or

     

    (ii)  any
      liabilities,
      obligations, responsibilities, losses, damages, personal injury, death, punitive
      damages, economic damages, consequential damages, treble damages, intentional,
      willful or wanton injury, damage or threat to the environment, natural resources
      or public health or welfare, costs and expenses (including, without limitation,
      attorney, expert and consulting fees and costs of investigation, feasibility
      or
      remedial action studies), fines, penalties and monetary sanctions, interest,
      direct or indirect, known or unknown, absolute or contingent, past, present
      or
      future relating to violation of any Environmental, Health or Safety Requirements
      of Law arising from or in connection with the past, present or future operations
      of the Borrower, its Subsidiaries or any of their respective predecessors in
      interest, or, the past, present or future environmental, health or safety
      condition of any respective property of the Borrower or its Subsidiaries, the
      presence of asbestos-containing materials at any respective property of the
      Borrower or its Subsidiaries or the Release or threatened Release of any
      Contaminant into the environment (collectively, the “Indemnified
      Matters”);

     

    provided,
      however, the Borrower shall have no obligation to an Indemnitee hereunder
      with respect to Indemnified Matters caused by or resulting from the willful
      misconduct or gross negligence of such Indemnitee with respect to the Loan
      Documents, as determined by the final non-appealed judgment of a court of
      competent jurisdiction.  If the undertaking to indemnify, pay and hold
      harmless set forth in the preceding sentence may be unenforceable because it
      is
      violative of any law or public policy, the Borrower shall contribute the maximum
      portion which it is permitted to pay and satisfy under applicable law, to the
      payment and satisfaction of all Indemnified Matters incurred by the
      Indemnitees.

     

    Each
      Indemnitee,
      with respect to any action against it in respect of which indemnity may be
      sought under this Section, shall give written notice of the commencement of
      such
      action to the Borrower within a reasonable time after such Indemnitee is made
      a
      party to such action.  Upon receipt of any such notice by the
      Borrower, unless such Indemnitee shall be advised by its counsel that there
      are
      or may be legal defenses available to such Indemnitee that are different from,
      in addition to, or in conflict with, the defenses available to the Borrower
      or
      any of its Subsidiaries, the Borrower may participate with the Indemnitee in
      the
      defense of such Indemnified Matter, including the employment of counsel
      consented to by such Indemnitee (which consent shall not be unreasonably
      withheld); provided, however, nothing provided herein shall
      entitle (a) the Borrower or any of its Subsidiaries to assume the defense of
      such Indemnified Matter or (b) any Indemnitee to effect any settlement in
      respect of any indemnified matter without the Borrower’s consent, such consent
      not to be unreasonably withheld or delayed.

     

    (C)  Waiver
      of
      Certain Claims; Settlement of Claims.  The Borrower further agrees
      to assert no claim against any of the Indemnitees on any theory of liability
      seeking consequential, special, indirect, exemplary or punitive
      damages.  No settlement of any claim asserted against or likely to be
      asserted against an Indemnitee shall be entered into by the Borrower or any
      if
      its Subsidiaries with respect to any claim, litigation, arbitration or other
      proceeding relating to or arising out of the transactions evidenced by this
      Agreement or the other Loan Documents (whether or not the Administrative Agent
      or any Lender or any other Indemnitee is a party thereto) unless such settlement
      releases such Indemnitee from any and all liability with respect
      thereto.

     

    (D)  Survival
      of
      Agreements.  The obligations and agreements of the Borrower under
      this Section 10.7 shall survive the termination of this
      Agreement.

     

    10.8  Numbers
      of
      Documents.  All statements, notices, closing documents, and
      requests hereunder shall be furnished to the Administrative Agent with
      sufficient counterparts so that the Administrative Agent may furnish one to
      each
      of the Lenders.

     

    10.9  Accounting.  Except
      as provided to the contrary herein, all accounting terms used herein shall
      be
      interpreted and all accounting determinations hereunder shall be made in
      accordance with Agreement Accounting Principles.  If any changes in
      generally accepted accounting principles are hereafter required or permitted
      and
      are adopted by the Borrower or any of its Subsidiaries with the agreement of
      its
      independent certified public accountants and such changes result in a change
      in
      the method of calculation of any of the financial covenants, tests, restrictions
      or standards herein or in the related definitions or terms used therein
      (“Accounting Changes”), the parties hereto agree, at the
      Borrower’s request, to enter into negotiations, in good faith, in order to amend
      such provisions in a credit neutral manner so as to reflect equitably such
      changes with the desired result that the criteria for evaluating the Borrower’s
      and its Subsidiaries’ financial condition shall be the same after such changes
      as if such changes had not been made; provided, however, until
      such provisions are amended in a manner reasonably satisfactory to the
      Administrative Agent and the Required Lenders, no Accounting Change shall be
      given effect in such calculations and all financial statements and reports
      required to be delivered hereunder shall be prepared in accordance with
      Agreement Accounting Principles without taking into account such Accounting
      Changes.  In the event such amendment is entered into, all references
      in this Agreement to Agreement Accounting Principles shall mean generally
      accepted accounting principles as of the date of such amendment.

     

    10.10  Severability
      of
      Provisions.  Any provision in any Loan Document that is held to be
      inoperative, unenforceable, or invalid in any jurisdiction shall, as to that
      jurisdiction, be inoperative, unenforceable, or invalid without affecting the
      remaining provisions in that jurisdiction or the operation, enforceability,
      or
      validity of that provision in any other jurisdiction, and to this end the
      provisions of all Loan Documents are declared to be severable.

     

    10.11  Nonliability
      of
      Lenders.  The relationship between the Borrower and the Lenders
      and the Administrative Agent shall be solely that of borrower and
      lender.  Neither the Administrative Agent nor any Lender shall have
      any fiduciary responsibilities to the Borrower.  Neither the
      Administrative Agent nor any Lender undertakes any responsibility to the
      Borrower to review or inform the Borrower of any matter in connection with
      any
      phase of the Borrower’s business or operations.

     

    10.12  GOVERNING
      LAW.  THE ADMINISTRATIVE AGENT ACCEPTS THIS AGREEMENT, ON BEHALF
      OF ITSELF AND THE LENDERS, AT NEW YORK, NEW YORK BY ACKNOWLEDGING AND AGREEING
      TO IT THERE.  ANY DISPUTE BETWEEN THE BORROWER AND THE ADMINISTRATIVE
      AGENT, ANY LENDER OR ANY OTHER HOLDER OF OBLIGATIONS ARISING OUT OF, CONNECTED
      WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM
      IN
      CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, AND WHETHER
      ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE GOVERNED IN ACCORDANCE
      WITH THE LAWS OF THE STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL LAWS
      APPLICABLE TO NATIONAL BANKS.

     

    10.13  CONSENT
      TO
      JURISDICTION; JURY TRIAL.

     

    (A)  EXCLUSIVE
      JURISDICTION.  EXCEPT AS PROVIDED IN SUBSECTION (B), EACH
      OF THE PARTIES HERETO AGREES THAT ALL DISPUTES AMONG THEM ARISING OUT OF,
      CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG
      THEM IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS
      WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED
      EXCLUSIVELY BY STATE OR FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK, BUT THE
      PARTIES HERETO ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE
      HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK, NEW YORK.  EACH OF THE
      PARTIES HERETO WAIVES IN ALL DISPUTES BROUGHT PURSUANT TO THIS SUBSECTION
      (A) ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT CONSIDERING
      THE DISPUTE.

     

    (B)  OTHER
      JURISDICTIONS.  THE BORROWER AGREES THAT THE ADMINISTRATIVE AGENT,
      ANY LENDER OR ANY OTHER HOLDER OF OBLIGATIONS SHALL HAVE THE RIGHT TO PROCEED
      AGAINST THE BORROWER OR ITS PROPERTY IN A COURT IN ANY LOCATION TO ENABLE SUCH
      PERSON TO (1) OBTAIN PERSONAL JURISDICTION OVER THE BORROWER OR (2) IN ORDER
      TO
      ENFORCE A JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR OF SUCH
      PERSON.  THE BORROWER AGREES THAT IT WILL NOT ASSERT ANY PERMISSIVE
      COUNTERCLAIMS IN ANY PROCEEDING BROUGHT BY SUCH PERSON TO REALIZE ON ANY
      SECURITY FOR THE OBLIGATIONS OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER
      IN
      FAVOR OF SUCH PERSON BUT SHALL ONLY BE PERMITTED TO BRING ANY SUCH PERMISSIVE
      COUNTERCLAIM IN A PROCEEDING BROUGHT PURSUANT TO CLAUSE
      (A).  THE BORROWER WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE
      LOCATION OF THE COURT IN WHICH SUCH PERSON HAS COMMENCED A PROCEEDING DESCRIBED
      IN THIS SUBSECTION (B).

     

    (C)  VENUE.  THE
      BORROWER IRREVOCABLY WAIVES ANY OBJECTION (INCLUDING, WITHOUT LIMITATION, ANY
      OBJECTION OF THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
      CONVENIENS) WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH
      ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER INSTRUMENT,
      DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH IN ANY
      JURISDICTION SET FORTH ABOVE.

     

    (D)  WAIVER
      OF JURY TRIAL.  EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY
      RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING
      IN
      CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO OR
      INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS
      AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED
      IN CONNECTION HEREWITH.  EACH OF THE PARTIES HERETO AGREES AND
      CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED
      BY COURT TRIAL WITHOUT A JURY AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL
      COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE
      OF
      THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY
      JURY.

     

    (E)  ADVICE
      OF
      COUNSEL.  EACH OF THE PARTIES REPRESENTS TO EACH OTHER PARTY
      HERETO THAT IT HAS DISCUSSED THIS AGREEMENT AND, SPECIFICALLY, THE PROVISIONS
      OF
SECTION 10.7 AND THIS SECTION 10.13, WITH ITS
      COUNSEL.

     

    10.14  Subordination
      of
      Intercompany Indebtedness.  The Borrower agrees that any and all
      claims of the Borrower against any of its Subsidiaries that is a Subsidiary
      Guarantor with respect to any “Intercompany Indebtedness” (as hereinafter
      defined), any endorser, obligor or any other guarantor of all or any part of
      the
      Obligations, or against any of its properties shall be subordinate and subject
      in right of payment to the prior payment, in full and in cash, of all
      Obligations and Hedging Obligations under Hedging Agreements; provided
      that, and not in contravention of the foregoing, so long as no Default has
      occurred and is continuing the Borrower may make loans to and receive payments
      in the ordinary course with respect to such Intercompany Indebtedness from
      each
      such Subsidiary Guarantor to the extent permitted by the terms of this Agreement
      and the other Loan Documents.  Notwithstanding any right of the
      Borrower to ask, demand, sue for, take or receive any payment from any
      Subsidiary Guarantor, all rights, liens and security interests of the Borrower,
      whether now or hereafter arising and howsoever existing, in any assets of any
      Subsidiary Guarantor shall be and are subordinated to the rights of the Holders
      of Obligations and the Administrative Agent in those assets.  The
      Borrower shall have no right to possession of any such asset or to foreclose
      upon any such asset, whether by judicial action or otherwise, unless and until
      all of the Obligations (other than contingent indemnity obligations) and the
      Hedging Obligations under Hedging Agreements shall have been fully paid and
      satisfied (in cash) and all financing arrangements pursuant to any Loan Document
      or Hedging Agreement among the Borrower and the Holders of Obligations (or
      any
      affiliate thereof) have been terminated.  If all or any part of the
      assets of any Subsidiary Guarantor, or the proceeds thereof, are subject to
      any
      distribution, division or application to the creditors of such Subsidiary
      Guarantor, whether partial or complete, voluntary or involuntary, and whether
      by
      reason of liquidation, bankruptcy, arrangement, receivership, assignment for
      the
      benefit of creditors or any other action or proceeding, or if the business
      of
      any such Subsidiary Guarantor is dissolved or if substantially all of the assets
      of any such Subsidiary Guarantor are sold, then, and in any such event (such
      events being herein referred to as an “Insolvency Event”), any
      payment or distribution of any kind or character, either in cash, securities
      or
      other property, which shall be payable or deliverable upon or with respect
      to
      any indebtedness of any Subsidiary Guarantor to the Borrower
      (“Intercompany Indebtedness”) shall be paid or delivered
      directly to the Administrative Agent for application on any of the Obligations
      and Hedging Obligations under the Hedging Agreements, due or to become due,
      until such Obligations and Hedging Obligations (other than contingent indemnity
      obligations) shall have first been fully paid and satisfied (in
      cash).  Should any payment, distribution, security or instrument or
      proceeds thereof be received by the Borrower upon or with respect to the
      Intercompany Indebtedness after an Insolvency Event prior to the satisfaction
      of
      all of the Obligations (other than contingent indemnity obligations) and Hedging
      Obligations under Hedging Agreements and the termination of all financing
      arrangements pursuant to any Loan Document or Hedging Agreement among the
      Borrower and the Holders of Obligations (and their affiliates), the Borrower
      shall receive and hold the same in trust, as trustee, for the benefit of the
      Holders of Obligations and shall forthwith deliver the same to the
      Administrative Agent, for the benefit of such Persons, in precisely the form
      received (except for the endorsement or assignment of the Borrower where
      necessary), for application to any of the Obligations and such Hedging
      Obligations, due or not due, and, until so delivered, the same shall be held
      in
      trust by the Borrower as the property of the Holders of
      Obligations.  If the Borrower fails to make any such endorsement or
      assignment to the Administrative Agent, the Administrative Agent or any of
      its
      officers or employees are irrevocably authorized to make the
      same.  The Borrower agrees that until the Obligations (other than the
      contingent indemnity obligations) and such Hedging Obligations have been paid
      in
      full (in cash) and satisfied and all financing arrangements pursuant to any
      Loan
      Document or Hedging Agreement among the Borrower and the Holders of Obligations
      (and their affiliates) have been terminated, the Borrower will not assign or
      transfer to any Person (other than the Administrative Agent) any claim the
      Borrower has or may have against any Subsidiary Guarantor.

     

    ARTICLE
      XI:  

    THE
      ADMINISTRATIVE AGENT

     

    11.1  Appointment
      and
      Authorization.  Each of the Lenders hereby irrevocably appoints
      the Administrative Agent as its agent and authorizes the Administrative Agent
      to
      take such actions on its behalf and to exercise such powers as are delegated
      to
      the Administrative Agent by the terms hereof, together with such actions and
      powers as are reasonably incidental thereto.

     

    11.2  Administrative
      Agent and Affiliates.  The bank serving as the Administrative
      Agent hereunder shall have the same rights and powers in its capacity as a
      Lender as any other Lender and may exercise the same as though it were not
      the
      Administrative Agent, and such bank and its Affiliates may accept deposits
      from,
      lend money to and generally engage in any kind of business with the Borrower
      or
      any Subsidiary or other Affiliate thereof as if it were not the Administrative
      Agent hereunder.

     

    11.3  Action
      by
      Administrative Agent and Liability of Administrative Agent.  The
      Administrative Agent shall not have any duties or obligations except those
      expressly set forth herein.  Without limiting the generality of the
      foregoing, (a) the Administrative Agent shall not be subject to any fiduciary
      or
      other implied duties, regardless of whether a Default has occurred and is
      continuing, (b) the Administrative Agent shall not have any duty to take any
      discretionary action or exercise any discretionary powers, except discretionary
      rights and powers expressly contemplated hereby that the Administrative Agent
      is
      required to exercise in writing as directed by the Required Lenders (or such
      other number or percentage of the Lenders as shall be necessary under the
      circumstances as provided in Section 9.3), and (c) except as expressly
      set forth herein, the Administrative Agent shall not have any duty to disclose,
      and shall not be liable for the failure to disclose, any information relating
      to
      the Borrower or any of its Subsidiaries that is communicated to or obtained
      by
      the bank serving as Administrative Agent or any of its Affiliates in any
      capacity.  The Administrative Agent shall not be liable for any action
      taken or not taken by it with the consent or at the request of the Required
      Lenders (or such other number or percentage of the Lenders as shall be necessary
      under the circumstances as provided in Section 9.3) or in the absence of
      its own gross negligence or willful misconduct.  The Administrative
      Agent shall be deemed not to have knowledge of any Default unless and until
      written notice thereof is given to the Administrative Agent by the Borrower
      or a
      Lender, and the Administrative Agent shall not be responsible for or have any
      duty to ascertain or inquire into (i) any statement, warranty or representation
      made in or in connection with this Agreement, (ii) the contents of any
      certificate, report or other document delivered hereunder or in connection
      herewith, (iii) the performance or observance of any of the covenants,
      agreements or other terms or conditions set forth herein, (iv) the validity,
      enforceability, effectiveness or genuineness of this Agreement or any other
      agreement, instrument or document, or (v) the satisfaction of any condition
      set
      forth in Article V or elsewhere herein, other than to confirm receipt of items
      expressly required to be delivered to the Administrative Agent.

     

    11.4  Reliance
      on
      Documents and Counsel.  The Administrative Agent shall be entitled
      to rely upon, and shall not incur any liability for relying upon, any notice,
      request, certificate, consent, statement, instrument, document or other writing
      believed by it to be genuine and to have been signed or sent by the proper
      Person.  The Administrative Agent also may rely upon any statement
      made to it orally or by telephone and believed by it to be made by the proper
      Person, and shall not incur any liability for relying thereon.  The
      Administrative Agent may consult with legal counsel (who may be counsel for
      the
      Borrower), independent accountants and other experts selected by it, and shall
      not be liable for any action taken or not taken by it in accordance with the
      advice of any such counsel, accountants or experts.

     

    11.5  Employment
      of
      Agents.  The Administrative Agent may perform any and all of its
      duties and exercise its rights and powers by or through any one or more
      sub-agents appointed by the Administrative Agent.  The Administrative
      Agent and any such sub-agent may perform any and all of its duties and exercise
      its rights and powers through their respective Related Parties.  The
      exculpatory provisions of the preceding paragraphs shall apply to any such
      sub-agent and to the Related Parties of the Administrative Agent and any such
      sub-agent, and shall apply to their respective activities in connection with
      the
      syndication of the credit facilities provided for herein as well as activities
      as Administrative Agent.

     

    11.6  Indemnification.  To
      the extent that the Borrower fails to pay any amount required to be paid by
      it
      to the Administrative Agent or the Arrangers under any of the Loan Documents,
      including under Section 10.7(A) or (B) of this Agreement but
      without affecting the Borrower’s obligations with respect thereto, each Lender
      severally agrees to pay to the Administrative Agent or the Arrangers, as the
      case may be, ratably in accordance with such Lender’s Pro Rata Share (determined
      as of the time that the applicable unreimbursed expense or indemnity payment
      is
      sought) of such unpaid amount; provided, that the unreimbursed expense or
      indemnified loss, claim, damage, liability or related expense, as the case
      may
      be, was incurred by or asserted against the Administrative Agent or the
      Arrangers, in their respective capacity as such.

     

    11.7  Successor
      Agent.  Subject to the appointment and acceptance of a successor
      Administrative Agent as provided in this paragraph, the Administrative Agent
      may
      resign at any time by notifying the Lenders and the Borrower.  Upon
      any such resignation, the Required Lenders shall have the right, in consultation
      with the Borrower, to appoint a successor.  If no successor shall have
      been so appointed by the Required Lenders and shall have accepted such
      appointment within thirty (30) days after the retiring Administrative Agent
      gives notice of its resignation, then the retiring Administrative Agent may,
      on
      behalf of the Lenders, appoint a successor Administrative Agent which shall
      be a
      bank with an office in New York, New York, or an Affiliate of any such
      bank.  Upon the acceptance of its appointment as Administrative Agent
      hereunder by a successor, such successor shall succeed to and become vested
      with
      all the rights, powers, privileges and duties of the retiring Administrative
      Agent, and the retiring Administrative Agent shall be discharged from its duties
      and obligations hereunder.  The fees payable by the Borrower to a
      successor Administrative Agent shall be the same as those payable to its
      predecessor unless otherwise agreed between the Borrower and such
      successor.  After the Administrative Agent’s resignation hereunder,
      the provisions of this Article and Section 10.7 shall continue in effect
      for the benefit of such retiring Administrative Agent, its sub-agents and their
      respective Related Parties in respect of any actions taken or omitted to be
      taken by any of them while it was acting as Administrative Agent.

     

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

     

    11.9  Administrative
      Agent, Arrangers, Syndication Agent, Documentation Agents.  None
      of the Persons identified on the cover page to this Agreement, the signature
      pages to this Agreement or otherwise in this Agreement as a “Syndication Agent,”
“Documentation Agent” or “Arranger” shall have any right, power, obligation,
      liability, responsibility or duty under this Agreement other than if such Person
      is a Lender, those applicable to all Lenders as such.  Without
      limiting the foregoing, none of the Persons identified on the cover page to
      this
      Agreement, the signature pages to this Agreement or otherwise in this Agreement
      as a “Syndication Agent,” “Documentation Agent” or “Arranger” shall have or be
      deemed to have any fiduciary duty to or fiduciary relationship with any
      Lender.  In addition to the agreement set forth in Section
      11.8, each of the Lenders acknowledges that it has not relied, and will not
      rely, on any of the Persons so identified in deciding to enter into this
      Agreement or in taking or not taking action hereunder.

     

    ARTICLE
      XII:   

    SETOFF;
      RATABLE PAYMENTS

     

    12.1  Setoff.  In
      addition to, and without limitation of, any rights of the Lenders under
      applicable law, if any Default occurs and is continuing, any indebtedness from
      any Lender to the Borrower (including all account balances, whether provisional
      or final and whether or not collected or available) may be offset and applied
      toward the payment of the Obligations owing to such Lender, whether or not
      the
      Obligations, or any part hereof, shall then be due.

     

    12.2  Ratable
      Payments.  If any Lender, whether by setoff or otherwise, has
      payment made to it upon its Loans (other than payments received pursuant to
      Sections 4.1, 4.2 or 4.4) in a greater proportion than that
      received by any other Lender, such Lender agrees, promptly upon demand, to
      purchase a portion of the Loans held by the other Lenders so that after such
      purchase each Lender will hold its ratable proportion of Loans.  If
      any Lender, whether in connection with setoff or amounts which might be subject
      to setoff or otherwise, receives collateral or other protection for its
      Obligation or such amounts which may be subject to setoff, such Lender agrees,
      promptly upon demand, to take such action necessary such that all Lenders share
      in the benefits of such collateral ratably in proportion to the obligations
      owing to them.  In case any such payment is disturbed by legal
      process, or otherwise, appropriate further adjustments shall be
      made.

     

    12.3  Application
      of
      Payments.  The Administrative Agent shall, unless otherwise
      specified at the direction of the Required Lenders which direction shall be
      consistent with the last sentence of this Section 12.3, apply all
      payments and prepayments in respect of any Obligations received after the
      occurrence and during the continuance of a Default or Unmatured Default in
      the
      following order:

     

    (A)  first,
      to
      pay interest on and then principal of any portion of the Loans which the
      Administrative Agent may have advanced on behalf of any Lender for which the
      Administrative Agent has not then been reimbursed by such Lender or the
      Borrower;

     

    (B)  second,
      to
      pay interest on and then principal of any advance made under Section 10.3
      for which the Administrative Agent has not then been paid by the Borrower or
      reimbursed by the Lenders;

     

    (C)  third,
      to
      pay Obligations in respect of any fees, expenses, reimbursements or indemnities
      then due to the Administrative Agent;

     

    (D)  fourth,
      to
      pay Obligations in respect of any fees, expenses, reimbursements or indemnities
      then due to the Lenders;

     

    (E)  fifth,
      to
      pay interest due in respect of Loans;

     

    (F)  sixth,
      to
      the ratable payment or prepayment of principal outstanding on Loans and Hedging
      Obligations under Hedging Agreements; and

     

    (G)  seventh,
      to
      the ratable payment of all other Obligations.

     

    Unless
      otherwise
      designated (which designation shall only be applicable prior to the occurrence
      of a Default) by the Borrower, all principal payments in respect of Loans shall
      be applied to the outstanding Loans first, to repay outstanding Floating Rate
      Loans, and then to repay outstanding Eurodollar Rate Loans with those
      Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid
      prior to those which have later expiring Interest Periods.  The order
      of priority set forth in this Section 12.3 and the related provisions of
      this Agreement are set forth solely to determine the rights and priorities
      of
      the Administrative Agent and the Lenders as among themselves.  The
      order of priority set forth in clauses (D) through (G) of this
Section 12.3 may at any time and from time to time be changed by
      the
      Required Lenders without necessity of notice to or consent of or approval by
      the
      Borrower, or any other Person.  The order of priority set forth in
clauses (A) through (C) of this Section 12.3 may be changed
      only with the prior written consent of the Administrative Agent.

     

    12.4  Relations
      Among
      Lenders.

     

    (A)  Except
      with respect
      to the exercise of set-off rights of any Lender in accordance with Section
      12.1, the proceeds of which are applied in accordance with this Agreement,
      and except as set forth in the following sentence, each Lender agrees that
      it
      will not take any action, nor institute any actions or proceedings, against
      the
      Borrower or any other obligor hereunder or with respect to any Loan Document,
      without the prior written consent of the Required Lenders or, as may be provided
      in this Agreement or the other Loan Documents, at the direction of the
      Administrative Agent.

     

    (B)  The
      Lenders are not
      partners or co-venturers, and no Lender shall be liable for the acts or
      omissions of, or (except as otherwise set forth herein in case of the
      Administrative Agent) authorized to act for, any other Lender.  The
      Administrative Agent shall have the exclusive right on behalf of the Lenders,
      at
      the direction of the Required Lenders, to enforce on the payment of the
      principal of and interest on any Loan after the date such principal or interest
      has become due and payable pursuant to the terms of this Agreement.

     

    12.5  Representations
      and Covenants Among Lenders.  Each Lender represents and covenants
      for the benefit of all other Lenders and the Administrative Agent that such
      Lender is not satisfying and shall not satisfy any of its obligations pursuant
      to this Agreement with any assets considered for any purposes of ERISA or
      Section 4975 of the Code to be assets of or on behalf of any “plan” as defined
      in section 3(3) of ERISA or section 4975 of the Code, regardless of whether
      subject to ERISA or Section 4975 of the Code.

     

    ARTICLE
      XIII:    

    BENEFIT
      OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

     

    13.1  Successors
      and
      Assigns.  The provisions of this Agreement shall be binding upon
      and inure to the benefit of the parties hereto and their respective successors
      and assigns permitted hereby, except that (i) the Borrower may not assign or
      otherwise transfer any of its rights or obligations hereunder without the prior
      written consent of each Lender (and any attempted assignment or transfer by
      the
      Borrower without such consent shall be null and void) and (ii) no Lender may
      assign or otherwise transfer its rights or obligations hereunder except in
      accordance with this Article XIII.  Nothing in this Agreement,
      expressed or implied, shall be construed to confer upon any Person (other than
      the parties hereto, their respective successors and assigns permitted hereby,
      Participants (to the extent provided in Section 13.2) and, to the extent
      expressly contemplated hereby, the Related Parties of the Administrative Agent
      and the Lenders) any legal or equitable right, remedy or claim under or by
      reason of this Agreement.  The Administrative Agent may treat the
      Person which made any Loan or which holds any note as the owner thereof for
      all
      purposes hereof unless and until such Person complies with Section 13.3;
provided,however, that the Administrative Agent
      may in its discretion (but shall not be required to) follow instructions from
      the Person which made any Loan or which holds any note to direct payments
      relating to such Loan or note to another Person.  Any assignee of the
      rights to any Loan or any note agrees by acceptance of such assignment to be
      bound by all the terms and provisions of the Loan Documents.  Any
      request, authority or consent of any Person, who at the time of making such
      request or giving such authority or consent is the owner of the rights to any
      Loan (whether or not a note has been issued in evidence thereof), shall be
      conclusive and binding on any subsequent holder or assignee of the rights to
      such Loan.

     

    13.2  Participations.

     

    (A)  Permitted
      Participants; Effect.  Any Lender may, without the consent of the
      Borrower or the Administrative Agent, sell participations to one or more banks
      or other entities (a “Participant”) in all or a portion
      of such Lender’s rights and obligations under this Agreement (including all or a
      portion of its Commitment and the Loans owing to it); provided that (i) such
      Lender’s obligations under this Agreement shall remain unchanged, (ii) such
      Lender shall remain solely responsible to the other parties hereto for the
      performance of such obligations and (iii) the Borrower, the Administrative
      Agent
      and the other Lenders shall continue to deal solely and directly with such
      Lender in connection with such Lender’s rights and obligations under this
      Agreement.  Any agreement or instrument pursuant to which a Lender
      sells such a participation shall provide that such Lender shall retain the
      sole
      right to enforce this Agreement and to approve any amendment, modification
      or
      waiver of any provision of this Agreement; provided that such agreement
      or instrument may provide that such Lender will not, without the consent of
      the
      Participant, agree to any amendment, modification or waiver described in the
      proviso to Section 9.3 that adversely affects such
      Participant.  Subject to paragraph (B) of this Section, the Borrower
      agrees that each Participant shall be entitled to the benefits of Sections
      4.1, 4.2, 4.3, 4.4 and 4.5 to the same extent as
      if it were a Lender and had acquired its interest by assignment pursuant to
      Section 13.3.  To the extent permitted by law, each Participant
      also shall be entitled to the benefits of Section 12.1 as though it were
      a Lender, provided such Participant agrees to be subject to Section 12.2
      as though it were a Lender.

     

    (B)  Limitation
      of
      Participant Rights.  A Participant shall not be entitled to
      receive any greater payment under Sections 4.1, 4.2 or 4.5
      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 Borrower’s prior written
      consent.  A Participant that would be a Non-U.S. Lender if it were a
      Lender shall not be entitled to the benefits of Section 4.5 unless the
      Borrower is notified of the participation sold to such Participant and such
      Participant agrees, for the benefit of the Borrower, to comply with Section
      4.5 as though it were a Lender.

     

    13.3  Assignments.

     

    (A)  Consents.  Subject
      to the conditions set forth in paragraph (B) below, any Lender may assign to
      one
      or more assignees (“Purchasers”) all or a portion of its rights
      and obligations under this Agreement (including all or a portion of its
      Commitment and the Loans at the time owing to it) with the prior written consent
      (such consent not to be unreasonably withheld) of: (i) the Borrower;
provided that no consent of the Borrower shall be required for an
      assignment to a Purchaser that is a Lender, an Affiliate of a Lender or an
      Approved Fund or, if a Default has occurred and is continuing, any other
      assignee and (ii) the Administrative Agent.

     

    (B)  Conditions.  Assignments
      shall be subject to the following additional conditions:

     

    (i)  except
      in the case
      of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund
      or an
      assignment of the entire remaining amount of the assigning Lender’s Commitment
      or Loans, the amount of the Commitment or Loans of the assigning Lender subject
      to each such assignment (determined as of the date the Assignment and Assumption
      with respect to such assignment is delivered to the Administrative Agent) shall
      not be less than $5,000,000 unless each of the Borrower and the Administrative
      Agent otherwise consent; provided that no such consent of the Borrower
      shall be required if an Event of Default has occurred and is
      continuing;

     

    (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, provided that
      this clause shall not be construed to prohibit the assignment of a proportionate
      part of all the assigning Lender’s rights and obligations in respect of its
      Commitments or Loans;

     

    (iii)  the
      parties to each
      assignment shall execute and deliver to the Administrative Agent an Assignment
      and Assumption, together with a processing and recordation fee of $3,500;
      and

     

    (iv)  the
      assignee, if it
      shall not be a Lender, shall deliver to the Administrative Agent an
      Administrative Questionnaire in which the assignee designates one or more credit
      contacts to whom all syndicate-level information (which may contain material
      non-public information about the Borrower and its affiliates, the Subsidiary
      Guarantors and their related parties or their respective securities) will be
      made available and who may receive such information in accordance with the
      assignee’s compliance procedures and applicable laws, including Federal and
      state securities laws.

     

    (C)  Effect;
      Effective Date.  Subject to acceptance and recording thereof
      pursuant to paragraph (D) of this Section, from and after the effective date
      specified in each Assignment and Assumption the assignee thereunder shall be
      a
      party hereto and, to the extent of the interest assigned by such Assignment
      and
      Assumption, have the rights and obligations of a Lender under this Agreement,
      and the assigning Lender thereunder shall, to the extent of the interest
      assigned by such Assignment and Assumption, be released from its obligations
      under this Agreement (and, in the case of an Assignment and Assumption 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 Sections 4.1, 4.2, 4.3, 4.4, 4.5
      and 10.7).  Any assignment or transfer by a Lender of rights or
      obligations under this Agreement that does not comply with this Section
      13.3 shall be treated for purposes of this Agreement as a sale by such
      Lender of a participation in such rights and obligations in accordance with
      Section 13.2.

     

    (D)  The
      Register.  The Administrative Agent, acting for this purpose as an
      agent of the Borrower, shall maintain at one of its offices a copy of each
      Assignment and Assumption delivered to it and a register for the recordation
      of
      the names and addresses of the Lenders, and the Commitment of, and principal
      amount of the Loans owing to, each Lender pursuant to the terms hereof from
      time
      to time (the “Register”).  The entries in the
      Register shall be conclusive, and the Borrower, the Administrative Agent and
      the
      Lenders may treat each Person whose name is recorded in the Register pursuant
      to
      the terms hereof as a Lender hereunder for all purposes of this Agreement,
      notwithstanding notice to the contrary.  The Register shall be
      available for inspection by the Borrower and any Lender, at any reasonable
      time
      and from time to time upon reasonable prior notice.

     

    (E)  Recording.  Upon
      its receipt of a duly completed Assignment and Assumption executed by an
      assigning Lender and an assignee, the assignee’s completed Administrative
      Questionnaire (unless the assignee shall already be a Lender hereunder), the
      processing and recordation fee referred to in this Section 13.3 and any
      written consent to such assignment required by this Section 13.3, the
      Administrative Agent shall accept such Assignment and Assumption and record
      the
      information contained therein in the Register; provided that if either
      the assigning Lender or the assignee shall have failed to make any payment
      required to be made by it pursuant to Sections 2.17 or 11.6, the
      Administrative Agent shall have no obligation to accept such Assignment and
      Assumption and record the information therein in the Register unless and until
      such payment shall have been made in full, together with all accrued interest
      thereon.  No assignment shall be effective for purposes of this
      Agreement unless it has been recorded in the Register as provided in this
      paragraph.

     

    (F)  Pledge
      to a
      Federal Reserve Bank.  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 without limitation any pledge
      or
      assignment to secure obligations to a Federal Reserve Bank, and this Section
      shall not apply to any such pledge or assignment of a security interest;
      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.

     

    13.4  Confidentiality.  Each
      Agent and Lender agrees to maintain the confidentiality of the Information
      (as
      defined below), except that Information may be disclosed (a) to its and its
      Affiliates’ directors, officers, employees and agents, including accountants,
      legal counsel and other advisors (it being understood that the Persons to whom
      such disclosure is made will be informed of the confidential nature of such
      Information and instructed to keep such Information confidential), (b) to the
      extent requested by any regulatory authority, (c) to the extent required by
      Requirement of Law or by any subpoena or similar legal process, (d) to any
      other
      party to this Agreement, (e) in connection with the exercise of any remedies
      hereunder or any suit, action or proceeding relating to this Agreement or any
      other Loan Document or the enforcement of rights hereunder or thereunder, (f)
      subject to an agreement containing provisions substantially the same as those
      of
      this Section, to (i) any assignee of or Participant in, or any prospective
      assignee of or Participant in, any of its rights or obligations under this
      Agreement or (ii) any rating agency, insurer or insurance broker or actual
      or
      prospective counterparty (or its advisors) to any swap or derivative transaction
      relating to the Borrower, its Subsidiaries and their obligations, (g) with
      the
      consent of the Borrower or (h) to the extent such Information (i) becomes
      publicly available other than as a result of a breach of this Section or (ii)
      becomes available to any Agent or Lender on a non-confidential basis from a
      source other than the Borrower.  For the purposes of this Section,
“Information” means all information received from the Borrower
      relating to the Borrower or its business, other than any such information that
      is available to any Agent or Lender on a non-confidential basis prior to
      disclosure by the Borrower; provided that, in the case of information
      received from the Borrower after the date hereof, such information is clearly
      identified at the time of delivery as confidential.  Any Person
      required to maintain the confidentiality of Information as provided in this
      Section shall be considered to have complied with its obligation to do so if
      such Person has exercised the same degree of care to maintain the
      confidentiality of such Information as such Person would accord to its own
      confidential information.

     

    EACH
      LENDER
      ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 13.4 FURNISHED TO IT
      PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION
      CONCERNING THE BORROWER AND  ITS RELATED PARTIES OR THEIR RESPECTIVE
      SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING
      THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL
      NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW,
      INCLUDING FEDERAL AND STATE SECURITIES LAWS.

     

    ALL
      INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE
      BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF
      ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY
      CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWER AND ITS AFFILIATES,
      THE SUBSIDIARY GUARANTORS (AND THEIR RELATED PARTIES OR THEIR RESPECTIVE
      SECURITIES) AND ITS SECURITIES.  ACCORDINGLY, EACH LENDER REPRESENTS
      TO THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS
      ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT
      MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE
      PROCEDURES AND APPLICABLE LAW.

     

    ARTICLE
      XIV:  

    NOTICES

     

    14.1  Giving
      Notice.

     

    (a)  Except
      in the case
      of notices and other communications expressly permitted to be given by telephone
      (and subject to paragraph (b) below), all notices and other communications
      provided for herein shall be in writing and shall be delivered by hand or
      overnight courier service, mailed by certified or registered mail or sent by
      telecopy, as follows:

     

    (i)  if
      to the Borrower,
      to it at 533 Maryville University Drive, St. Louis, MO 63141, Attention of
      William C. Fox, Vice President and Treasurer (Telecopy No. (314)
      985-2220);

     

    (ii)  if
      to the
      Administrative Agent, to it at 10 South Dearborn, Chicago, IL 60603, Attention
      of Jason Rastovski (Telecopy No. (312) 325-3239), with a copy to 10 South
      Dearborn, Chicago, IL 60603, Attention of William Oleferchik (Telecopy No.
      (312)
      325-3060); and

     

    (iii)  if
      to any other
      Lender, to it at its address (or telecopy number) set forth below its signature
      hereto.

     

    (b)  Notices
      and other
      communications to the Lenders hereunder may be delivered or furnished by
      electronic communications pursuant to procedures approved by the Administrative
      Agent; provided that the foregoing shall not apply to notices pursuant to
      Article II unless otherwise agreed by the Administrative Agent and the
      applicable Lender.  The Administrative Agent or the Borrower may, in
      its discretion, agree to accept notices and other communications to it hereunder
      by electronic communications pursuant to procedures approved by it; provided
      that approval of such procedures may be limited to particular notices or
      communications.

     

    (c)  Any
      party hereto
      may change its address or telecopy number for notices and other communications
      hereunder by notice to the other parties hereto.  All notices and
      other communications given to any party hereto in accordance with the provisions
      of this Agreement shall be deemed to have been given on the date of
      receipt.

     

    14.2  Change
      of
      Address.  The Borrower, the Administrative Agent and any Lender
      may each change the address for service of notice upon it by a notice in writing
      to the other parties hereto.

     

    ARTICLE
      XV:    

    COUNTERPARTS

     

    This
      Agreement may
      be executed in any number of counterparts, all of which taken together shall
      constitute one agreement, and any of the parties hereto may execute this
      Agreement by signing any such counterpart.  This Agreement shall be
      effective when it has been executed by the Borrower, the Administrative Agent,
      the Syndication Agent and the Lenders.

     

    ARTICLE
      XVI:  

    USA
      PATRIOT ACT

     

    Each
      Lender hereby
      notifies each Loan Party that pursuant to the requirements of the USA Patriot
      Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the
“Act”), it is required to obtain, verify and record information
      that identifies each Loan Party, which information includes the name and address
      of such Loan Party and other information (including all applicable “know your
      customer” requirements) that will allow such Lender to identify such Loan Party
      in accordance with the Act.

     

    [Remainder
      of
      This Page Intentionally Blank]

     

    IN
      WITNESS WHEREOF, the Borrower, the Lenders and the Administrative Agent have
      executed this Agreement as of the date first above written.

     

    


    


    [SIGNATURE
      PAGES TO BE POSTED SEPARATELY]

    


    


    PRICING
      SCHEDULE

    


    
      	
              Status

            	
              Applicable
                Margin

            
	
              Level
                I
                Status

            	
              0.40%

            
	
              Level
                II
                Status

            	
              0.50%

            
	
              Level
                III
                Status

            	
              0.625%

            
	
              Level
                IV
                Status

            	
              0.75%

            
	
              Level
                V
                Status

            	
              1.00%

            


    

    


    


    “Financials”
means
      the annual
      or quarterly financial statements of the Borrower delivered pursuant to
Section 7.1(A)(i) and (ii) of the Credit Agreement, as
      applicable.

    


    “Level
      I Status” exists at any
      date if, as of the last day of the fiscal quarter of the Borrower referred
      to in
      the most recent Financials, the Leverage Ratio is less than or equal to 2.00
      to
      1.00.

    


    “Level
      II Status” exists at
      any date if, as of the last day of the fiscal quarter of the Borrower referred
      to in the most recent Financials, (i) the Borrower has not qualified for Level
      I
      Status and (ii) the Leverage Ratio is less than or equal to 2.50 to
      1.00.

    


    “Level
      III Status” exists at
      any date if, as of the last day of the fiscal quarter of the Borrower referred
      to in the most recent Financials, (i) the Borrower has not qualified for Level
      I
      Status or Level II Status and (ii) the Leverage Ratio is less than or equal
      to
      3.00 to 1.00.

    


    “Level
      IV Status” exists at
      any date if, as of the last day of the fiscal quarter of the Borrower referred
      to in the most recent Financials, (i) the Borrower has not qualified for Level
      I
      Status, Level II Status or Level III Status and (ii) the Leverage Ratio is
      less
      than or equal to 3.50 to 1.00.

    


    “Level
      V Status” exists at any
      date if, as of the last day of the fiscal quarter of the Borrower referred
      to in
      the most recent Financials, the Borrower has not qualified for Level I Status,
      Level II Status, Level III Status or Level IV Status.

    


    “Status”
means
      Level I Status,
      Level II Status, Level III Status, Level IV Status or Level V
      Status.

    


    The
      Applicable Margin shall be determined in
      accordance with the foregoing table based on the Borrower’s Status as reflected
      in the then most recent Financials.  Adjustments, if any, to the
      Applicable Margin shall be effective five (5) Business Days after the
      Administrative Agent has received the applicable Financials.  If the
      Borrower fails to deliver the Financials to the Administrative Agent at the
      time
      required pursuant to the Credit Agreement, then the Applicable Margin shall
      be
      determined based upon Level V Status until five (5) days after such Financials
      are so delivered.  For the period from the Closing Date until five (5)
      Business Days after the Administrative Agent’s receipt of the Financials for the
      fiscal quarter ending December 31, 2007, the Applicable Margin shall be
      determined based upon Level V Status.