EX-10.15






Exhibit 10.15




Execution Copy




	 
	CREDIT AGREEMENT

dated as of

December 6, 2007

among

FMC TECHNOLOGIES, INC.

The Lenders Party Hereto

and

JPMORGAN CHASE BANK, N.A.

as Administrative Agent

     

J.P. MORGAN SECURITIES INC. and RBS SECURITIES CORPORATION

as Joint Bookrunners and Co-Lead Arrangers

and

THE ROYAL BANK OF SCOTLAND plc

As Syndication Agent







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	ARTICLE I   DEFINIT	 	IONS   1	 	 	 	 
	Section 1.01.
	 	Defined Terms	 	 	1	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 1.02.
	 	Classification of Loans and Borrowings	 	 	13	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 1.03.
	 	Terms Generally	 	 	13	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 1.04.
	 	Accounting Terms; GAAP	 	 	14	 	 	 	 	 	 	 	 	 	 	 	 	 
	ARTICLE IITHE CREDITS
	 	 	 	 	 	 	14	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 2.01.
	 	Commitments	 	 	14	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 2.02.
	 	Loans and Borrowings	 	 	14	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 2.03.
	 	Requests for Revolving Borrowings	 	 	15	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 2.04.
	 	[RESERVED]	 	 	15	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 2.05.
	 	Swingline Loans	 	 	15	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 2.06.
	 	Letters of Credit	 	 	16	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 2.07.
	 	Funding of Borrowings	 	 	20	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 2.08.
	 	Interest Elections	 	 	21	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 2.09.
	 	Termination and Reduction of Commitments	 	 	22	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 2.10.
	 	Repayment of Loans; Evidence of Debt	 	 	22	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 2.11.
	 	Prepayment of Loans	 	 	23	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 2.12.
	 	Fees	 	 	23	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 2.13.
	 	Interest	 	 	24	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 2.14.
	 	Alternate Rate of Interest	 	 	25	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 2.15.
	 	Increased Costs	 	 	25	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 2.16.
	 	Break Funding Payments	 	 	26	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 2.17.
	 	Taxes	 	 	27	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 2.18.
	 	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	 	 	29	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 2.19.
	 	Mitigation Obligations; Replacement of Lenders	 	 	30	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 2.20.
	 	Increases of Commitments	 	 	30	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 2.21.
	 	Extension of Maturity Date	 	 	31	 	 	 	 	 	 	 	 	 	 	 	 	 
	ARTICLE IIIREPRESENTATIONS AND WARRANTIES
	 	 	32	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 3.01.
	 	Corporate or Partnership Existence and Power	 	 	32	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 3.02.
	 	Corporate and Governmental Authorization; No Contravention	 	 	32	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 3.03.
	 	Binding Effect	 	 	33	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 3.04.
	 	Financial Information	 	 	33	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 3.05.
	 	Litigation	 	 	33	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 3.06.
	 	Compliance with ERISA	 	 	33	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 3.07.
	 	Environmental Matters	 	 	34	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 3.08.
	 	Taxes	 	 	34	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 3.09.
	 	Full Disclosure	 	 	34	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 3.10.
	 	Compliance with Laws	 	 	34	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 3.11.
	 	Regulated Status	 	 	34	 	 	 	 	 	 	 	 	 	 	 	 	 
	ARTICLE IVCONDITIONS
	 	 	 	 	 	 	34	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 4.01.
	 	Effective Date	 	 	34	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 4.02.
	 	Each Credit Event	 	 	35	 	 	 	 	 	 	 	 	 	 	 	 	 
	ARTICLE VAFFIRMATIVE COVENANTS
	 	 	36	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 5.01.
	 	Information	 	 	36	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 5.02.
	 	Payment of Obligations	 	 	38	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 5.03.
	 	Maintenance of Property; Insurance	 	 	38	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 5.04.
	 	Inspection of Property, Books and Records	 	 	39	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 5.05.
	 	Maintenance of Existence, Rights, Etc	 	 	39	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 5.06.
	 	Use of Proceeds	 	 	39	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 5.07.
	 	Compliance with Laws	 	 	39	 	 	 	 	 	 	 	 	 	 	 	 	 
	ARTICLE VINEGATIVE COVENANTS
	 	 	39	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 6.01.
	 	Liens	 	 	39	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 6.02.
	 	Consolidations, Mergers and Sales of Assets	 	 	40	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 6.03.
	 	Use of Proceeds	 	 	41	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 6.04.
	 	Reserved	 	 	41	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 6.05.
	 	Restricted Subsidiary Debt	 	 	41	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 6.06.
	 	Restricted Payments	 	 	41	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 6.07.
	 	Investments in Unrestricted Subsidiaries	 	 	42	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 6.08.
	 	Limitations on Upstreaming	 	 	42	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 6.09.
	 	Transactions with Affiliates	 	 	42	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 6.10.
	 	Total Debt to EBITDA Ratio	 	 	42	 	 	 	 	 	 	 	 	 	 	 	 	 
	ARTICLE VIIEVENTS OF DEFAULT
	 	 	42	 	 	 	 	 	 	 	 	 	 	 	 	 
	ARTICLE VIIITHE ADMINISTRATIVE AGENT
	 	 	44	 	 	 	 	 	 	 	 	 	 	 	 	 
	ARTICLE IXMISCELLANEOUS
	 	 	 	 	 	 	46	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 9.01.
	 	Notices	 	 	46	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 9.02.
	 	Waivers; Amendments	 	 	47	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 9.03.
	 	Expenses; Indemnity; Damage Waiver	 	 	48	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 9.04.
	 	Successors and Assigns	 	 	49	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 9.05.
	 	Survival	 	 	51	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 9.06.
	 	Counterparts; Integration; Effectiveness	 	 	52	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 9.07.
	 	Severability	 	 	52	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 9.08.
	 	Right of Setoff	 	 	52	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 9.09.
	 	Governing Law; Jurisdiction; Consent to Service of Process	 	 	52	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 9.10.
	 	WAIVER OF JURY TRIAL	 	 	53	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 9.11.
	 	Headings	 	 	53	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 9.12.
	 	Confidentiality	 	 	53	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 9.13.
	 	Interest Rate Limitation	 	 	54	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section 9.14.
	 	USA PATRIOT Act	 	 	54	 	 	 	 	 	 	 	 	 	 	 	 	 






1



	 	 	 
	SCHEDULES:

	 	

	 

	 	

	Schedule 1.01

Schedule 2.01

Schedule 6.01

	 	Existing Letters of Credit

Commitments

Existing Liens
	EXHIBITS:

	 	

	 

	 	

	Exhibit A

Exhibit B

Exhibit C

Exhibit D

Exhibit E

Exhibit F

	 	Form of Assignment and Assumption

Form of Opinions of Borrower’s Counsel

Form of Compliance Certificate

Form of Commitment Increase Agreement

Form of Joinder Agreement

Form of Loan Notice






	 
	CREDIT AGREEMENT dated as of December 6, 2007, among FMC

TECHNOLOGIES, INC., the LENDERS party hereto, JPMORGAN CHASE BANK, NATIONAL

ASSOCIATION, as Administrative Agent, and THE ROYAL BANK OF SCOTLAND plc, as

Syndication Agent.

The parties hereto agree as follows:







ARTICLE I




Definitions




SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the
meanings specified below:



"ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan,
or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to
the Alternate Base Rate.



"Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest
Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to
(a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.



"Adjusted Total Debt” means, at any date, all Debt (excluding Debt evidenced by Hybrid
Securities up to an aggregate amount of 15% of Total Capitalization) of the Borrower and its
Consolidated Restricted Subsidiaries, determined on a consolidated basis as of such date. For
purposes of this definition, “Hybrid Securities” means any trust preferred securities or
deferrable interest subordinated debt with a maturity of at least 20 years, which provides for the
optional or mandatory deferral of interest or distributions, issued by the Borrower, or any
business trusts, limited liability companies, limited partnerships or similar entities (i)
substantially all of the common equity, general partner or similar interests of which are owned
(either directly or indirectly through one or more wholly-owned Subsidiaries) at all times by the
Borrower or any of the Subsidiaries, (ii) that have been formed for the purpose of issuing hybrid
trust preferred securities or deferrable interest subordinated debt, and (iii) substantially all
the assets of which consist of (A) subordinated debt of the Borrower or a Subsidiary, and (B)
payments made from time to time on the subordinated debt.



"Administrative Agent” means JPMorgan Chase Bank, N.A. in its capacity as
administrative agent for the Lenders hereunder.



"Administrative Questionnaire” means an Administrative Questionnaire in a form
supplied by the Administrative Agent.



"Affiliate” means, with respect to a specified Person, another Person that directly,
or indirectly through one or more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified.



"Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of
(a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such
day plus 1/2 of 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate or the
Federal Funds Effective Rate shall be effective from and including the effective date of such
change in the Prime Rate or the Federal Funds Effective Rate, respectively.



"Applicable Percentage” means, with respect to any Lender, the percentage of the total
Commitments represented by such Lender’s Commitment. If the Commitments have terminated or
expired, the Applicable Percentages shall be determined based upon the Commitments most recently in
effect, giving effect to any assignments.



"Applicable Rate” means, for any day, with respect to any Eurodollar Revolving Loan,
or with respect to the facility fees or utilization fees payable hereunder, as the case may be, the
applicable rate per annum set forth below under the caption “Eurodollar Spread”, “Facility Fee
Rate”, “Utilization Fee Rate”, as the case may be, based upon the ratings by Moody’s and S&P,
respectively, applicable on such date to the Index Debt:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Index Debt Ratings:	 	Eurodollar	 	 	 	 	 	Facility Fee
	Pricing Level:	 	S&P/Moody's	 	Spread	 	Utilization Fee Rate	 	Rate
	Category 1

	 	=A-/A3
	 	 	.190	%	 	 	.05	%	 	 	.060	%
	 

	 	

	 	

	 	

	 	


	Category 2

	 	BBB+/Baa1
	 	 	.280	%	 	 	.05	%	 	 	.070	%
	 

	 	

	 	

	 	

	 	


	Category 3

	 	BBB/Baa2
	 	 	.310	%	 	 	.05	%	 	 	.090	%
	 

	 	

	 	

	 	

	 	


	Category 4

	 	BBB-/Baa3
	 	 	.440	%	 	 	.10	%	 	 	.110	%
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Category 5

	 	=BB+/Ba1
	 	 	.625	%	 	 	.10	%	 	 	.125	%
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 






For purposes of the foregoing, (i) if either Moody’s or S&P shall not have in effect a rating
for the Index Debt (other than by reason of the circumstances referred to in the last sentence of
this definition), then such rating agency shall be deemed to have established a rating in Category
5; (ii) if the ratings established or deemed to have been established by Moody’s and S&P for the
Index Debt shall fall within different Categories, the Applicable Rate shall be based on the better
of the two ratings unless one of the two ratings is two or more Categories lower than the other, in
which case the Applicable Rate shall be determined by reference to the Category next below that of
the better of the two ratings; and (iii) if the ratings established or deemed to have been
established by Moody’s and S&P for the Index Debt shall be changed (other than as a result of a
change in the rating system of Moody’s or S&P), such change shall be effective as of the date on
which it is first announced by the applicable rating agency, irrespective of when notice of such
change shall have been furnished by the Borrower to the Agent and the Lenders pursuant to Section
5.01 or otherwise. Each change in the Applicable Rate resulting from a publicly announced change
in a rating shall be effective during the period commencing on the date of the public announcement
thereof and ending on the date immediately preceding the date of the next such public announcement
thereof. If the rating system of Moody’s or S&P shall change, or if either such rating agency
shall cease to be in the business of rating corporate debt obligations, the Borrower and the
Lenders shall negotiate in good faith to amend this definition to reflect such changed rating
system or the unavailability of ratings from such rating agency and, pending the effectiveness of
any such amendment, the Applicable Rate shall be determined by reference to the rating most
recently in effect prior to such change or cessation.



"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 (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a
Lender.



"Assignment and Assumption” means an assignment and assumption entered into by a
Lender and Eligible Assignee, and accepted by the Administrative Agent, in the form of Exhibit A or
any other form approved by the Administrative Agent.



"Availability Period” means the period from and including the Effective Date to but
excluding the earlier of the Maturity Date and the date of termination of the Commitments.



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



"Borrower” means FMC Technologies, Inc., a Delaware corporation.



"Borrowing” means (a) Revolving Loans of the same Type, made, converted or continued
on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in
effect, or (b) a Swingline Loan.



"Borrowing Request” means a request by the Borrower for a Revolving Borrowing in
accordance with Section 2.03.



"Business Day” means any day that is not a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by Law to remain closed;
provided that, when used in connection with a Eurodollar Loan, the term “Business
Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in
the London interbank market.



"Cash Collateral Account” has the meaning assigned under Section 2.06(j).



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




(a) any Person or two or more Persons acting in concert (other than a Plan or Plans)
shall, after the date of this Agreement, acquire beneficial ownership (within the meaning of
Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended) of 20% or more of the outstanding shares of voting stock of the Borrower;
or




(b) during any period of 12 consecutive months commencing before or after the date of
this Agreement, individuals who at the beginning of such 12 month (or lesser) period were
directors of the Borrower (together with any new directors whose election by the Borrower’s
board of directors or whose nomination for election by the Borrower’s stockholders was
approved by a vote of a majority of the directors then still in office who either were
directors at the beginning of such period or whose election or nomination was previously so
approved) cease for any reason to constitute a majority of the board of directors of the
Borrower.



"Change in Law” means (a) the adoption of any Law, rule or regulation after the date
of this Agreement, (b) any change in any Law, rule or regulation or in the interpretation or
application thereof by any Governmental Authority after the date of this Agreement or (c)
compliance by any Lender or any Issuing Bank (or, for purposes of Section 2.15(b), by any lending
office of such Lender or by such Lender’s or such Issuing Bank’s holding company, if any) with any
request, guideline or directive (whether or not having the force of law) of any Governmental
Authority made or issued after the date of this Agreement.



"Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan,
or the Loans comprising such Borrowing, are Revolving Loans or Swingline Loans.



"Code” means the Internal Revenue Code of 1986, as amended from time to time.



"Co-Lead Arrangers” means JPMorgan Securities Inc. and RBS Securities Corporation.



"Commitment” means, with respect to each Lender, the commitment of such Lender to make
Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder,
expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Credit
Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section
2.09 and (b) reduced or increased from time to time pursuant to Section 2.20 or pursuant to
assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s
Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption pursuant to which
such Lender shall have assumed its Commitment, as applicable. The initial aggregate amount of the
Lenders’ Commitments is $600,000,000.00.



"Common Stock” means all capital stock of an issuer, except capital stock as to which
both the entitlement to dividends and the participation in assets upon liquidation are by the terms
of such capital stock limited to a fixed or determinable amount.



"Compliance Certificate” means a certificate substantially in the form of Exhibit C.



"Consolidated EBITDA” means, for any period, Consolidated Net Income for such period,
plus, without duplication and to the extent included in determining Consolidated Net Income for
such period, the sum of (a) total income tax expense of the Borrower and its Consolidated
Restricted Subsidiaries, (b) Consolidated Interest Expense, (c) depreciation, depletion and
amortization expense of the Borrower and its Consolidated Restricted Subsidiaries, (d) amortization
of intangibles (including goodwill) and organization costs of the Borrower and its Consolidated
Restricted Subsidiaries and (e) any other non-cash charges, minus, to the extent included in
determining Consolidated Net Income for such period, any non-cash credits of the Borrower and its
Consolidated Restricted Subsidiaries.



"Consolidated Interest Expense” means, for any period with respect to the Borrower and
its Consolidated Restricted Subsidiaries the sum of (a) all interest, premium payments, fees,
charges and related expenses for such period in connection with borrowed money (including
capitalized interest) or in connection with the deferred purchase price of assets, plus (b) the
portion of rent expense with respect to such period under capital leases that is treated as
interest, minus (c) interest income for such period.



"Consolidated Net Income” means, for any period, the net income (or loss) of the
Borrower and its Consolidated Restricted Subsidiaries for such period, excluding, without
duplication, (a) extraordinary items, (b) the effect of cumulative changes in generally accepted
accounting principles and (c) any income (or loss) of any Unrestricted Subsidiary during such
period, except to the extent of dividends received during such period by the Borrower or by a
Consolidated Restricted Subsidiary.



"Consolidated Restricted Subsidiary” means, at any date, any Restricted Subsidiary the
accounts of which would be consolidated with those of the Borrower in its consolidated financial
statements as of such date.



"Consolidated Subsidiary” means, at any date, any Subsidiary or other entity the
accounts of which would be consolidated with those of the Borrower in its consolidated financial
statements as of such date.



"Control” means the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of a Person, whether through the ability to
exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto.



"Debt” of any Person means, at any date, without duplication, (a) all obligations of
such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures,
notes or other similar instruments (other than the non-negotiable notes of such Person issued to
its insurance carriers in lieu of maintenance of policy reserves in connection with its workers’
compensation and auto liability insurance program), (c) all obligations of such Person to pay the
deferred purchase price of property or services, except trade accounts payable, expense accruals
and deferred employee compensation items arising in the ordinary course of business, (d) all
obligations (contingent or non-contingent) of such Person to reimburse any Issuing Bank or any
other Person in respect of amounts payable or paid under a financial standby letter of credit or
similar instrument, (e) all obligations of such Person as lessee under capital leases, (f) all Debt
of others secured by a Lien on any asset of such Person, whether or not such Debt is assumed by
such Person, and (g) all Guaranty Obligations of such Person in respect of the Debt of any other
Person.



"Debtor Relief Laws” means the Bankruptcy Code of the United States of America, and
all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors,
moratorium, rearrangement, receivership, insolvency, reorganization, fraudulent transfer or
conveyance, or similar debtor relief Laws of the United States of America or other applicable
jurisdictions from time to time in effect and affecting the rights of creditors generally.



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



"dollars” or “$” refers to lawful money of the United States of America.



"Effective Date” means the date on which the conditions specified in Section 4.01 are
satisfied (or waived in accordance with Section 9.02).



"Eligible Assignee” means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved
Fund; and (d) any other Person (other than a natural Person) approved by the Administrative Agent
and each Significant Issuing Bank and, unless an Event of Default has occurred and is continuing,
the Borrower (each such approval not to be unreasonably withheld or delayed); provided
that, notwithstanding the foregoing, “Eligible Assignee” shall not include the Borrower or any of
the Borrower’s Affiliates or Subsidiaries.



"Environmental Laws” means all Laws, orders, decrees, judgments, injunctions or
binding agreements issued, promulgated or entered into by any Governmental Authority, relating in
any way to the environment, preservation or reclamation of natural resources or the management,
release or threatened release of any Hazardous Material.



"Environmental Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the
Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any
Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or
threatened release of any Hazardous Materials into the environment or (e) any contract, agreement
or other consensual arrangement pursuant to which liability is assumed or imposed with respect to
any of the foregoing.



"ERISA” means the Employee Retirement Income Security Act of 1974, as amended from
time to time.



"ERISA Affiliate” means any trade or business (whether or not incorporated) that,
together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code
or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single
employer under Section 414 of the Code.



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



"Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such
Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by
reference to the Adjusted LIBO Rate.



"Event of Default” has the meaning assigned to such term in Article VII.



"Excluded Taxes” means, with respect to the Administrative Agent, any Lender, any
Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of
the Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income
by the United States of America, or by the jurisdiction under the Laws of which such recipient is
organized or in which its principal office is located or, in the case of any Lender or Issuing
Bank, in which its applicable lending office is located, (b) any branch profits taxes imposed by
the United States of America or any similar tax imposed by any other jurisdiction in which the
applicable Lender or Issuing Bank has a trade or business, office or other permanent establishment,
(c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower
under Section 2.19(b)), any withholding tax that is imposed on amounts payable to such Foreign
Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new
lending office), except to the extent that such Foreign Lender (or its assignor, if any) was
entitled, at the time of designation of a new lending office (or assignment), to receive additional
amounts from the Borrower with respect to such withholding tax pursuant to Section 2.17(a), (d) in
the case of any Foreign Lender, any withholding tax attributable to the Foreign Lender’s failure to
comply with Section 2.17(e), and (e) in the case of any Lender other than a Foreign Lender, any tax
attributable to such Lender’s failure to comply with Section 2.17(f).



"Existing Credit Agreement” means the $250,000,000 Amended and Restated Five-Year
Credit Agreement dated as of November 10, 2005, as heretofore amended, among the Borrower, the
lenders party thereto and Bank of America, N.A., as administrative agent and as the issuing bank.



"Existing Letters of Credit” means the Letters of Credit heretofore issued pursuant to
the Existing Credit Agreement and described on Schedule 1.01.



"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 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.



"Fee Letter” means the fee letter dated April 12, 2007 among the Borrower, the
Administrative Agent, J.P. Morgan Securities, Inc., RBS Securities Corporation, and The Royal Bank
of Scotland plc.



"Financial Officer” means the chief financial officer, principal accounting officer,
treasurer, assistant treasurer, director of treasury operations or controller of the Borrower.



"Foreign Lender” means any Lender or Issuing Bank that is organized under the Laws of
a jurisdiction other than that in which the Borrower is organized. For purposes of this
definition, the United States of America, each State thereof and the District of Columbia shall be
deemed to constitute a single jurisdiction.



"GAAP” means generally accepted accounting principles in the United States of America.



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



"Guaranty Obligation” means, as to any Person, (a) any obligation, contingent or
otherwise, of such Person guarantying or having the economic effect of guarantying any Debt or
other obligation payable or performable by another Person (the “primary obligor”) in any manner,
whether directly or indirectly, and including any obligation of such Person, direct or indirect,
(i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or
other obligation, (ii) to purchase or lease property, securities or services for the purpose of
assuring the obligee in respect of such Debt or other obligation of the payment or performance of
such Debt or other obligation, (iii) to maintain working capital, equity capital or any other
financial statement condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Debt or other obligation, or (iv) entered into for the purpose of assuring in
any other manner the obligees in respect of such Debt or other obligation of the payment or
performance thereof or to protect such obligees against loss in respect thereof (in whole or in
part), or (b) any Lien on any assets of such Person securing any Debt or other obligation of any
other Person, whether or not such Debt or other obligation is assumed by such Person; provided that
the term “Guaranty Obligation” shall not include endorsements of instruments for deposit or
collection in the ordinary course of business. The amount of any Guaranty Obligation shall be
deemed to be an amount equal to the stated or determinable amount of the related primary
obligation, or portion thereof, in respect of which such Guaranty Obligation is made or, if not
stated or determinable, the maximum reasonably anticipated liability in respect thereof as
determined by the guarantying Person in good faith.



"Hazardous Materials” means all explosive or radioactive substances or wastes and all
hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum
distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas,
infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to
any Environmental Law.



"Indemnified Taxes” means Taxes other than Excluded Taxes.



"Index Debt” means senior, unsecured, long-term indebtedness for borrowed money of the
Borrower that is not guaranteed by any other Person or subject to any other credit enhancement.



"Interest Election Request” means a request by the Borrower to convert or continue a
Revolving Borrowing in accordance with Section 2.08.



"Interest Payment Date” means (a) with respect to any ABR Loan, the last day of each
March, June, September and December, (b) with respect to any Eurodollar Loan, the last day of the
Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a
Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day prior to
the last day of such Interest Period that occurs at intervals of three months’ duration after the
first day of such Interest Period, and (c) with respect to any Swingline Loan, the day that such
Loan is required to be repaid.



"Interest Period” means with respect to any Eurodollar Borrowing, the period
commencing on the date of such Borrowing and ending on the date 7 or 14 days (subject to
availability to all Lenders) or one, two, three or six months thereafter, as the Borrower may
elect; provided, that (a) if any Interest Period would end on a day other than a Business
Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case
of a Eurodollar Borrowing only, such next succeeding Business Day would fall in the next calendar
month, in which case such Interest Period shall end on the next preceding Business Day and (b) any
Interest Period pertaining to a Eurodollar Borrowing that commences on the last Business Day of a
calendar month (or on a day for which there is no numerically corresponding day in the last
calendar month of such Interest Period) shall end on the last Business Day of the last calendar
month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the
date on which such Borrowing is made and, in the case of a Revolving Borrowing, thereafter shall be
the effective date of the most recent conversion or continuation of such Borrowing.



"Investment” means any investment by any Person (the “Investor”) in any other Person
(the “Investee”) whether by means of share purchase, capital contribution, loan, time deposit,
incurrence of Guaranty Obligation or otherwise. It is understood that neither (a) an item reflected
in the financial statements of the Investor as an expense nor (b) an adjustment to the carrying
value of the Investee in the financial statements of the Investor (such as by reason of increased
retained earnings of the Investee) constitutes the making or acquisition of an Investment for
purposes hereof.



"Issuing Bank” means with respect to each Letter of Credit issued or, in the case of
each Existing Letter of Credit, deemed issued hereunder, JPMorgan Chase Bank, N.A., The Royal Bank
of Scotland plc, National City Bank, Bank of America, N.A., Wells Fargo Bank, N.A. and U.S. Bank
National Association or such other Lender that has issued or agreed to issue such Letter of Credit
at the request of the Borrower and that is reasonably acceptable to the Administrative Agent, in
its capacity as the issuer of such Letter of Credit, and Issuing Banks means, collectively, all of
such Issuing Banks. JPMorgan Chase Bank, N.A., in its capacity as an Issuing Bank may, in its
discretion, arrange for one or more Letters of Credit to be issued by its Affiliates, in which case
the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued
by such Affiliate. Bank of America N.A.’s commitment to issue letters of credit hereunder shall
not exceed $300,000,000.



"Joint Bookrunners” means JPMorgan Securities Inc. and RBS Securities Corporation.



"Laws” means, collectively, all international, foreign, Federal, state and local
statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or
judicial precedents or authorities, including the interpretation or administration thereof by any
Governmental Authority charged with the enforcement, interpretation or administration thereof, and
all applicable administrative orders, directed duties, requests, licenses, authorizations and
permits of, and agreements with, any Governmental Authority, in each case whether or not having the
force of law.



"LC Disbursement” means a payment made by an Issuing Bank pursuant to a Letter of
Credit.



"LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all
outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements
that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of
any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time.



"Lenders” means the Persons listed on Schedule 2.01 and any other Person that shall
have become a party hereto pursuant to an Assignment and Assumption, other than any such Person
that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the context
otherwise requires, the term “Lenders” includes the Swingline Lender.



"Letter of Credit” means any letter of credit issued or deemed to be issued pursuant
to this Agreement, including the Existing Letters of Credit.



"LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period,
the rate appearing on Reuters Reference LIBOR01 (or on any successor or substitute page of such
Service, or any successor to or substitute for such Service, providing rate quotations comparable
to those currently provided on such page of such Service, as determined by the 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 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 “LIBO Rate” with respect to such Eurodollar Borrowing 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 Business Days prior to the commencement of such Interest Period.



"Lien” means, with respect to any asset, any mortgage, lien, pledge, security
interest or encumbrance of any kind in respect of such asset. For the purpose of this Agreement,
the Borrower or any Subsidiary shall be deemed to own subject to a Lien any asset that it has
acquired or holds subject to the interest of a vendor or lessor under any conditional sale
agreement, capital lease or other title retention agreement relating to such asset.



"Loans” means the loans made by the Lenders to the Borrower pursuant to this
Agreement.



"Loan Documents” means this Agreement, each Note, the Fee Letter and the letter of
credit applications with respect to Letters of Credit issued pursuant hereto.



"Material Adverse Effect” means an effect that results in or causes a material adverse
effect (a) on the business, financial condition or operations of the Borrower and its Consolidated
Subsidiaries, taken as a whole or (b) on the legality, validity or enforceability of this Agreement
or any other Loan Document.



"Material Debt” means Debt (other than the Loans and Letters of Credit), or
obligations in respect of one or more Swap Agreements, of any one or more of the Borrower and its
Subsidiaries in an aggregate principal amount exceeding $50,000,000. For purposes of determining
Material Debt, the “principal amount” of the obligations of the Borrower or any Subsidiary in
respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to
any netting agreements) that the Borrower or such Subsidiary would be required to pay if such Swap
Agreement were terminated at such time.



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



"Material Subsidiary” means any Restricted Subsidiary in which the Borrower has an
Investment, direct or indirect, of at least $10,000,000.



"Maturity Date” means, as to each Lender, December 6, 2012, as such date may be
extended pursuant to Section 2.21.



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



"Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of
ERISA to which any member of the ERISA Group is then making or accruing an obligation to make
contributions or has within the preceding five years made contributions, including for these
purposes any Person which ceased to be a member of the ERISA Group during such five year period.



"Net Worth” means, as to the Borrower at any date, the sum of (i) preferred stock,
(ii) the face amount of Hybrid Securities outstanding at such date, not in excess of 15% of Total
Capitalization, (iii) par value of common stock, (iv) capital in excess of par value of common
stock, (v) stockholders’ equity and (vi) retained earnings less treasury stock of the Borrower, all
as determined on a consolidated basis.



"Note” means a promissory note made by the Borrower payable to a Lender pursuant to
Section 2.10(e).



"Outstanding Amount” means (a) with respect to Loans on any date, the aggregate
outstanding principal amount thereof after giving effect to any borrowings and prepayments or
repayments of Loans occurring on such date; and (b) with respect to any LC Exposure on any date,
the amount of such LC Exposure on such date after giving effect to any Letters of Credit issued,
renewed, extended, or increased on such date and any other changes in the aggregate amount of the
LC Exposure as of such date, including as a result of any reimbursements of outstanding unpaid
drawings under any Letters of Credit or any reductions in the maximum amount available for drawing
under Letters of Credit taking effect on such date.



"Other Taxes” means any and all present or future stamp or documentary taxes or any
other excise or property taxes, charges or similar levies arising from any payment made hereunder
or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement.



"Participant” has the meaning set forth in Section 9.04.



"PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA
and any successor entity performing similar functions.



"Person” means any natural person, corporation, limited liability company, trust,
joint venture, association, company, partnership, Governmental Authority or other entity.



"Plan” means any employee pension benefit plan (other than a Multiemployer Plan)
subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA,
and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated,
would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of
ERISA.



"Prime Rate” means the rate of interest per annum publicly announced from time to time
by JPMorgan Chase Bank, N.A. as its prime rate in effect at its office located at 270 Park Avenue,
New York, New York; each change in the Prime Rate shall be effective from and including the date
such change is publicly announced as being effective.



"Principal Officer” means, with respect to the Borrower, any of the following
officers: Chairman of the Board, President, Secretary, Treasurer, any Vice President, or Director,
Treasury Operations. If any of the titles of the preceding officers are changed after the date
hereof, the term “Principal Officer” shall thereafter mean any officer performing substantially the
same functions as are currently performed by one or more of the officers listed in the first
sentence of this definition.



"Qualification” means, with respect to any certificate covering financial statements,
a qualification to such certificate (such as a “subject to” or “except for” statement therein) (a)
resulting from a limitation on the scope of examination of such financial statements or the
underlying data, (b) as to the capability of the Person whose financial statements are certified to
continue operations as a going concern or (c) which could be eliminated by changes in financial
statements or notes thereto covered by such certificate (such as by the creation of or increase in
a reserve or a decrease in the carrying value of assets) and which if so eliminated by the making
of any such change and after giving effect thereto would occasion a Default; provided that neither
of the following shall constitute a Qualification: (i) a consistency exception relating to a change
in accounting principles with which the independent public accountants for the Person whose
financial statements are being certified have concurred or (ii) a qualification relating to the
outcome or disposition of threatened litigation, pending litigation being contested in good faith,
pending or threatened claims or other contingencies, the impact of which litigation, claims or
contingencies cannot be determined with sufficient certainty to permit quantification in such
financial statements.



"Register” has the meaning set forth in Section 9.04.



"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.



"Required Lenders” means, at any time, Lenders having Revolving Credit Exposures and
unused Commitments representing at least 50% of the sum of the total Revolving Credit Exposures and
unused Commitments at such time.



"Restricted Payment” means any dividend or other distribution (whether in cash,
securities or other property) with respect to any capital stock of the Borrower or any Subsidiary,
or any payment (whether in cash, securities or other property), including any sinking fund or
similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or
termination of any such capital stock or of any option, warrant or other right to acquire any such
capital stock.



"Restricted Subsidiary” means any Subsidiary other than an Unrestricted Subsidiary.



"Revolving Credit Exposure” means, with respect to any Lender at any time, the sum of
the outstanding principal amount of such Lender’s Revolving Loans and its LC Exposure and Swingline
Exposure at such time.



"Revolving Loan” means a Loan made pursuant to Section 2.03.



"Significant Issuing Bank” means JPMorgan Chase Bank, N.A., The Royal Bank of Scotland
plc and Bank of America, N.A.



"S&P” means Standard & Poor’s.



"Spin-Off” means the tax-free distribution by the Borrower to its shareholders of the
common stock of its Subsidiary that includes its FoodTech and Airport Systems businesses.



"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 percentage (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 Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency
Liabilities” in Regulation D of the Board). Such reserve percentage shall include those imposed
pursuant to such Regulation D. Eurodollar 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” means, with respect to any Person (the “parent”) at any date, any
corporation, limited liability company, partnership, association or other entity the accounts of
which would be consolidated with those of the parent in the parent’s consolidated financial
statements if such financial statements were prepared in accordance with GAAP as of such date, as
well as any other corporation, limited liability company, partnership, association or other entity
(a) of which securities or other ownership interests representing more than 50% of the equity or
more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the
general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as
of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by
the parent and one or more subsidiaries of the parent.



"Subsidiary” means any subsidiary of the Borrower.



"Swap Agreement” means any agreement with respect to any swap, forward, future or
derivative transaction or option or similar agreement involving, or settled by reference to, one or
more rates, currencies, commodities, equity or debt instruments or securities, or economic,
financial or pricing indices or measures of economic, financial or pricing risk or value or any
similar transaction or any combination of these transactions; provided that no phantom
stock or similar plan providing for payments only on account of services provided by current or
former directors, officers, employees or consultants of the Borrower or the Subsidiaries shall be a
Swap Agreement.



"Swingline Exposure” means, at any time, the aggregate principal amount of all
Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall
be its Applicable Percentage of the total Swingline Exposure at such time.



"Swingline Lender” means JPMorgan Chase Bank, N.A., in its capacity as lender of
Swingline Loans hereunder.



"Swingline Loan” means a Loan made pursuant to Section 2.05.



"Syndication Agent” means The Royal Bank of Scotland plc.



"Taxes” means any and all present or future taxes, levies, imposts, duties,
deductions, charges or withholdings imposed by any Governmental Authority.



"Total Capitalization” means, as to the Borrower at any date, the sum of Debt
(determined at such date) and the Net Worth (determined as at the end of the most recent fiscal
quarter of the Borrower for which financial statements pursuant to Section 5.01(a) or Section
5.01(b), as applicable, have been delivered).



"Transactions” means the execution, delivery and performance by the Borrower of this
Agreement, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of
Credit hereunder.



"Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of
interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the
Adjusted LIBO Rate or the Alternate Base Rate.



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



"Unrestricted Subsidiary” means any Subsidiary that is, from time to time, declared to
be an Unrestricted Subsidiary by the Borrower in a writing to the Administrative Agent; provided
that no Subsidiary may be designated as an Unrestricted Subsidiary if (a) on the effective date of
designation, a Default or Event of Default has occurred and is continuing, or (b) a Default or
Event of Default would result from such designation.



SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement,
Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type
(e.g., a “Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar Revolving
Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving
Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”) or by Class and Type (e.g.,
a “Eurodollar Revolving Borrowing”).



SECTION 1.03. Terms Generally. The definitions of terms herein shall apply equally to
the singular and plural forms of the terms defined. Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The
word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the
context requires otherwise (a) any definition of or reference to any agreement, instrument or other
document herein shall be construed as referring to such agreement, instrument or other document as
from time to time amended, supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference herein to any Person
shall be construed to include such Person’s successors and assigns, (c) the words “herein”,
“hereof” and “hereunder”, and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all references herein to
Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of,
and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be
construed to have the same meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, securities, accounts and contract rights.



SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly provided herein,
all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in
effect from time to time; provided that, if the Borrower notifies the Administrative Agent
that the Borrower requests an amendment to any provision hereof to eliminate the effect of any
change occurring after the date hereof in GAAP or in the application thereof on the operation of
such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders
request an amendment to any provision hereof for such purpose), then the Lenders and the Borrower
shall negotiate in good faith to amend such provision to preserve the original intent thereof;
provided that, regardless of whether any such notice is given before or after such change
in GAAP or in the application thereof, such provision shall be interpreted on the basis of GAAP as
in effect and applied immediately before such change shall have become effective until such notice
shall have been withdrawn or such provision amended in accordance herewith.



ARTICLE II




The Credits




SECTION 2.01. Commitments. Subject to the terms and conditions set forth herein, each
Lender agrees to make Revolving Loans to the Borrower from time to time during the Availability
Period in an aggregate principal amount that will not result in (a) such Lender’s Revolving Credit
Exposure exceeding such Lender’s Commitment or (b) the total Revolving Credit Exposures exceeding
the total Commitments. Within the foregoing limits and subject to the terms and conditions set
forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans.



SECTION 2.02. Loans and Borrowings. (a)  Each Revolving Loan shall be made as part of
a Borrowing consisting of Revolving Loans made by the Lenders ratably in accordance with their
respective Commitments. The failure of any Lender to make any Loan required to be made by it shall
not relieve any other Lender of its obligations hereunder; provided that the Commitments of
the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make
Loans as required.



(b)  Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR
Loans or Eurodollar Loans as the Borrower may request in accordance herewith. Each Lender at its
option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such
Lender to make such Loan; provided that any exercise of such option shall not affect the
obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.



(c) At the commencement of each Interest Period for any Eurodollar Revolving Borrowing, such
Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less
than $5,000,000. At the time that each ABR Revolving Borrowing is made, such Borrowing shall be in
an aggregate amount that is an integral multiple of $100,000 and not less than $500,000;
provided that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the
entire unused balance of the total Commitments or that is required to finance the reimbursement of
an LC Disbursement as contemplated by Section 2.06(e). Each Swingline Loan shall be in an amount
that is an integral multiple of $100,000 and not less than $500,000. Borrowings of more than one
Type and Class may be outstanding at the same time; provided that there shall not at any
time be more than a total of five Eurodollar Revolving Borrowings outstanding.



(d)  Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled
to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with
respect thereto would end after the Maturity Date.



SECTION 2.03. Requests for Revolving Borrowings. To request a Revolving Borrowing,
the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of
a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three Business Days before
the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 1:00
p.m., New York City time, on the day of a proposed Borrowing; provided that any such notice
of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by
Section 2.06(e) may be given not later than 12:00 noon, New York City time, on the date of the
proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be
confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing
Request in the form of Exhibit F. Each such telephonic and written Borrowing Request shall specify
the following information in compliance with Section 2.02:




(i) the aggregate amount of the requested Borrowing;




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




(iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;




(iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be
applicable thereto, which shall be a period contemplated by the definition of the
term “Interest Period”; and




(v) the location and number of the Borrower’s account to which funds are to be
disbursed, which shall comply with the requirements of Section 2.07.



If no election as to the Type of Revolving Borrowing is specified, then the requested Revolving
Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any
requested Eurodollar Revolving Borrowing, then the Borrower shall be deemed to have selected an
Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in
accordance with this Section, the Administrative Agent shall advise each Lender of the details
thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.



SECTION 2.04. [RESERVED].



SECTION 2.05. Swingline Loans. (a) Subject to the terms and conditions set forth
herein, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time
during the Availability Period, in an aggregate principal amount at any time outstanding that will
not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding
$50,000,000 or (ii) the total Revolving Credit Exposures exceeding the total Commitments;
provided that the Swingline Lender shall not be required to make a Swingline Loan to
refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and
conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans.



(b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such
request by telephone (confirmed by telecopy), not later than 1:00 p.m., New York City time, on the
day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the
requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The
Administrative Agent will promptly advise the Swingline Lender of any such notice received from the
Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means
of a credit to the general deposit account of the Borrower with the Swingline Lender (or, in the
case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in
Section 2.06(e), by remittance to the applicable Issuing Bank) by 4:00 p.m., New York City time, on
the requested date of such Swingline Loan.



(c) The Swingline Lender may by written notice given to the Administrative Agent not later
than 11:00 a.m., New York City time, on any Business Day require the Lenders to acquire
participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such
notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate.
Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each
Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or
Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as
provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such
Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender acknowledges and
agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph
is absolute and unconditional and shall not be affected by any circumstance whatsoever, including
the occurrence and continuance of a Default or reduction or termination of the Commitments, and
that each such payment shall be made without any offset, abatement, withholding or reduction
whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of
immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans
made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment
obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline
Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the
Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and
thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and
not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or
other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the
Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to
the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly
remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to
this paragraph and to the Swingline Lender, as their interests may appear; provided that any such
payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as
applicable, if and to the extent such payment is required to be refunded to the Borrower for any
reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not
relieve the Borrower of any default in the payment thereof.



SECTION 2.06. Letters of Credit. (a) General. Subject to the terms and
conditions set forth herein, the Borrower may request the issuance of Letters of Credit for its own
account, in a form reasonably acceptable to the Administrative Agent and the applicable Issuing
Bank, at any time and from time to time during the Availability Period. In the event of any
inconsistency between the terms and conditions of this Agreement and the terms and conditions of
any form of letter of credit application or other agreement submitted by the Borrower to, or
entered into by the Borrower with, the applicable Issuing Bank relating to any Letter of Credit,
the terms and conditions of this Agreement shall control.



(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To
request the issuance of a Letter of Credit (or the amendment, renewal or extension of an
outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by
electronic communication, if arrangements for doing so have been approved by the applicable Issuing
Bank) to such Issuing Bank and the Administrative Agent (three Business Days in advance of the
requested date of issuance, amendment, renewal or extension or such later date and time as the
applicable Issuing Bank may agree in a particular instance in its sole discretion) a notice
requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended,
renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which
shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply
with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of
the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew
or extend such Letter of Credit. If requested by an Issuing Bank, the Borrower also shall submit a
letter of credit application on such Issuing Bank’s standard form in connection with any request
for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if
(and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be
deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or
extension (i) the LC Exposure shall not exceed the total Commitments and (ii) the total Revolving
Credit Exposures shall not exceed the total Commitments.



(c) Expiration Date; Auto-Extension. Subject to the terms set forth below in this
Section 2.06(c), each Letter of Credit shall expire at or prior to the close of business on the
earlier of (i) the date thirteen months after the date of the issuance of such Letter of Credit
(or, in the case of any renewal or extension thereof, thirteen months after such renewal or
extension) and (ii) the date that is five Business Days prior to the Maturity Date. If the
Borrower so requests in any Letter of Credit Application, the applicable Issuing Bank may, in its
sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal
provisions (each, an “Auto Extension Letter of Credit”); provided that any such Auto
Extension Letter of Credit must permit such Issuing Bank to prevent any such renewal at least once
in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by
giving prior notice to the beneficiary thereof not later than a day (the “Non Extension Notice
Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is
issued. Unless otherwise directed by the applicable Issuing Bank, the Borrower shall not be
required to make a specific request to such Issuing Bank for any such renewal. Once an
Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized
(but may not require) the applicable Issuing Bank to permit the renewal of such Letter of Credit at
any time to a date not later than (A) the fifth Business Days prior to the Maturity Date or (B) if
the Borrower has deposited cash collateral with the Administrative Agent pursuant to Section
2.06(j) below in an amount equal to the Outstanding Amount of such Letter of Credit on or prior to
the fifth Business Days prior to the Maturity Date, then the one year after the Maturity Date.
Notwithstanding the foregoing, no Issuing Bank shall permit any such renewal if (1) such Issuing
Bank would have no obligation at such time to issue such Letter of Credit in its renewed form under
the terms hereof, or (2) it has received notice (which may be by telephone or in writing) at least
five Business Days prior to the Business Day immediately preceding the Non-Extension Notice Date
(y) from the Administrative Agent that the Required Lenders have elected not to permit such renewal
or (z) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable
conditions specified in Section 4.02 is not then satisfied. Notwithstanding anything to the
contrary contained herein, the applicable Issuing Bank shall have no obligation to permit the
renewal of any Auto-Extension Letter of Credit at any time.



(d) Participations. By the issuance of a Letter of Credit (or an amendment to a
Letter of Credit increasing the amount thereof) by an Issuing Bank and without any further action
on the part of such Issuing Bank or the Lenders, such Issuing Bank hereby grants to each Lender,
and each Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit
equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under
such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby
absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of each
Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank
and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or
of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender
acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in
respect of Letters of Credit is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or
the occurrence and continuance of a Default or reduction or termination of the Commitments, and
that each such payment shall be made without any offset, abatement, withholding or reduction
whatsoever.



(e) Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a
Letter of Credit issued by it, the Borrower shall reimburse such LC Disbursement by paying to the
Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York
City time, on the date that such LC Disbursement is made, if the Borrower shall have received
notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such
notice has not been received by the Borrower prior to such time on such date, then not later than
12:00 noon, New York City time, on the Business Day immediately following the day that the Borrower
receives such notice, if such notice is not received prior to such time on the day of receipt;
provided that the Borrower may, subject to the conditions to borrowing set forth herein,
request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving
Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower’s
obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving
Borrowing or Swingline Loan. If the Borrower fails to make such payment when due, the
Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then
due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly
following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable
Percentage of the payment then due from the Borrower, in the same manner as provided in
Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply,
mutatis mutandis, to the payment obligations of the Lenders), and the
Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by
it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from
the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to
the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this
paragraph to reimburse the applicable Issuing Bank, then to such Lenders and the applicable Issuing
Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to
reimburse the applicable Issuing Bank for any LC Disbursement (other than the funding of ABR
Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall
not relieve the Borrower of its obligation to reimburse such LC Disbursement.



(f) Obligations Absolute. The Borrower’s obligation to reimburse LC Disbursements as
provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and
shall be performed strictly in accordance with the terms of this Agreement under any and all
circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any
Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other
document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any
respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by any
Issuing Bank under a Letter of Credit against presentation of a draft or other document that does
not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of
this Section, constitute a legal or equitable discharge of, or provide a right of setoff against,
the Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor the
Issuing Banks, nor any of their Related Parties, shall have any liability or responsibility by
reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or
failure to make any payment thereunder (irrespective of any of the circumstances referred to in the
preceding sentence), or any error, omission, interruption, loss or delay in transmission or
delivery of any draft, notice or other communication under or relating to any Letter of Credit
(including any document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of any Issuing Bank;
provided that the foregoing shall not be construed to excuse any applicable Issuing Bank
from liability to the Borrower to the extent of any direct damages (as opposed to consequential
damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by
applicable Law) suffered by the Borrower that are caused by such Issuing Bank’s failure to exercise
care when determining whether drafts and other documents presented under a Letter of Credit comply
with the terms thereof. The parties hereto expressly agree that, in the absence of gross
negligence or wilful misconduct on the part of the applicable Issuing Bank (as finally determined
by a court of competent jurisdiction), such Issuing Bank shall be deemed to have exercised care in
each such determination. In furtherance of the foregoing and without limiting the generality
thereof, the parties agree that, with respect to documents presented which appear on their face to
be in substantial compliance with the terms of a Letter of Credit, each Issuing Bank may, in its
sole discretion, either accept and make payment upon such documents without responsibility for
further investigation, regardless of any notice or information to the contrary, or refuse to accept
and make payment upon such documents if such documents are not in strict compliance with the terms
of such Letter of Credit.



(g) Disbursement Procedures. Each Issuing Bank shall, promptly following its receipt
thereof, examine all documents purporting to represent a demand for payment under a Letter of
Credit. Such Issuing Bank shall promptly notify the Administrative Agent and the Borrower by
telephone (confirmed by telecopy) of such demand for payment and whether such Issuing Bank has made
or will make an LC Disbursement thereunder; provided that any failure to give or delay in
giving such notice shall not relieve the Borrower of its obligation to reimburse such Issuing Bank
and the Lenders with respect to any such LC Disbursement.



(h)  Interim Interest. If an Issuing Bank shall make any LC Disbursement, then,
unless the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement
is made, the unpaid amount thereof shall bear interest, for each day from and including the date
such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC
Disbursement, at the rate per annum then applicable to ABR Revolving Loans; provided that,
if the Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this
Section, then Section 2.13(d) shall apply. Interest accrued pursuant to this paragraph shall be
for the account of the applicable Issuing Bank, except that interest accrued on and after the date
of payment by any Lender pursuant to paragraph (e) of this Section to reimburse the applicable
Issuing Bank shall be for the account of such Lender to the extent of such payment.



(i) [Reserved].



(j) Cash Collateralization.




(i) If any Event of Default shall occur and be continuing, on the Business Day that
the Borrower receives notice from the Administrative Agent or the Required Lenders
(or, if the maturity of the Loans has been accelerated, Lenders with LC Exposure
representing greater than 50% of the total LC Exposure) demanding the deposit of
cash collateral pursuant to this paragraph, the Borrower shall deposit in an account
with the Administrative Agent, in the name of the Administrative Agent and for the
benefit of the Lenders (“Cash Collateral Account”), an amount in cash equal
to the LC Exposure as of such date plus any accrued and unpaid interest thereon;
provided that the obligation to deposit such cash collateral shall become
effective immediately, and such deposit shall become immediately due and payable,
without demand or other notice of any kind, upon the occurrence of any Event of
Default with respect to the Borrower described in clause (h) or (i) of Article VII.




(ii) If an Auto-Extension Letter of Credit (or any other Letter of Credit,
regardless of whether such Letter of Credit would be permitted hereunder) has an
expiry date after the fifth Business Day prior to the Maturity Date, the Borrower
shall, on such Business Day, deposit in the Cash Collateral Account with the
Administrative Agent, in the name of the Administrative Agent and for the benefit of
the Lenders, an amount in cash equal to the Outstanding Amount of such Letter of
Credit plus any accrued and unpaid interest thereon.




(iii) If, as of the last occurring Maturity Date, any Letter of Credit may for any
reason remain outstanding and partially or wholly undrawn, the Borrower shall, upon
the request of the Administrative Agent (made at the request of the Required
Lenders), immediately cause the amount of cash on deposit with the Administrative
Agent in the Cash Collateral Account to equal at least 103% of the Outstanding
Amount of all Letters of Credit determined as of the last occurring Maturity Date.




(iv) Deposits required under this Section 2.06(j) shall be held by the
Administrative Agent as collateral for the payment and performance of the
obligations of the Borrower under this Agreement. The Administrative Agent shall
have exclusive dominion and control, including the exclusive right of withdrawal,
over such Cash Collateral Account. Other than any interest earned on the investment
of such deposits, which investments shall be made at the option and sole discretion
of the Administrative Agent and at the Borrower’s risk and expense, such deposits
shall not bear interest. Interest or profits, if any, on such investments shall
accumulate in such Cash Collateral Account. Moneys in such Cash Collateral Account
shall be applied by the Administrative Agent to reimburse the applicable Issuing
Bank for LC Disbursements for which it has not been reimbursed and, to the extent
not so applied, shall be held for the satisfaction of the reimbursement obligations
of the Borrower for the LC Exposure at such time or, if the maturity of the Loans
has been accelerated (but subject to the consent of Lenders with LC Exposure
representing greater than 50% of the total LC Exposure), be applied to satisfy other
obligations of the Borrower under this Agreement. If the Borrower is required to
provide an amount of cash collateral under clause (i) above, such amount (to the
extent not applied as aforesaid and to the extent such amount is not applied to the
cash collateral requirement set forth in the second sentence of this Section
2.06(j)) shall be returned to the Borrower within three Business Days after all
Events of Default have been cured or waived.



(k) Existing Letters of Credit. The Existing Letters of Credit shall be deemed to be
Letters of Credit issued hereunder.



SECTION 2.07. Funding of Borrowings. (a) Each Lender shall make each Loan to be made
by it hereunder on the proposed date thereof by wire transfer of immediately available funds by
2:00 p.m., New York City time, to the account of the Administrative Agent most recently designated
by it for such purpose by notice to the Lenders; provided that Swingline Loans shall be
made as provided in Section 2.05. The Administrative Agent will make such Loans available to the
Borrower by promptly crediting the amounts so received, in like funds, to an account of the
Borrower maintained with the Administrative Agent in New York City and designated by the Borrower
in the applicable Borrowing Request; provided that ABR Revolving Loans made to finance the
reimbursement of an LC Disbursement as provided in Section 2.06(e) shall be remitted by the
Administrative Agent to the applicable Issuing Bank.



(b) Unless the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing that such Lender will not make available to the Administrative Agent
such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has
made such share available on such date in accordance with paragraph (a) of this Section and may, in
reliance upon such assumption, make available to the Borrower a corresponding amount. In such
event, if a Lender has not in fact made its share of the applicable Borrowing available to the
Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the
Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each
day from and including the date such amount is made available to the Borrower to but excluding the
date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the
Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest
rate applicable to such Borrowing. If such Lender pays such amount to the Administrative Agent,
then such amount shall constitute such Lender’s Loan included in such Borrowing.



SECTION 2.08. Interest Elections. (a) Each Revolving Borrowing initially shall be of
the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Revolving
Borrowing, shall have an initial Interest Period as specified in such Borrowing Request.
Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue
such Borrowing and, in the case of a Eurodollar Revolving Borrowing, may elect Interest Periods
therefor, all as provided in this Section. The Borrower may elect different options with respect
to different portions of the affected Borrowing, in which case each such portion shall be allocated
ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising
each such portion shall be considered a separate Borrowing. This Section shall not apply to
Swingline Borrowings, which may not be converted or continued.



(b) To make an election pursuant to this Section, the Borrower shall notify the
Administrative Agent of such election by telephone by the time that a Borrowing Request would be
required under Section 2.03 if the Borrower were requesting a Revolving Borrowing of the Type
resulting from such election to be made on the effective date of such election. Each such
telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written Interest Election Request in the form
of Exhibit F.



(c) Each telephonic and written Interest Election Request shall specify the following
information in compliance with Section 2.02:




(i) the Borrowing to which such Interest Election Request applies and, if different
options are being elected with respect to different portions thereof, the portions thereof
to be allocated to each resulting Borrowing (in which case the information to be specified
pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);




(ii) the effective date of the election made pursuant to such Interest Election
Request, which shall be a Business Day;




(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar
Borrowing; and




(iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be
applicable thereto after giving effect to such election, which shall be a period
contemplated by the definition of the term “Interest Period”.



If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an
Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one
month’s duration.



(d) Promptly following receipt of an Interest Election Request, the Administrative Agent
shall advise each Lender of the details thereof and of such Lender’s portion of each resulting
Borrowing.



(e) If the Borrower fails to deliver a timely Interest Election Request with respect to a
Eurodollar Revolving Borrowing prior to the end of the Interest Period applicable thereto, then,
unless such Borrowing is repaid as provided herein, at the end of such Interest Period such
Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof,
if an Event of Default has occurred and is continuing and the Administrative Agent, at the request
of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is
continuing (i) no outstanding Revolving Borrowing may be converted to or continued as a Eurodollar
Borrowing and (ii) unless repaid, each Eurodollar Revolving Borrowing shall be converted to an ABR
Borrowing at the end of the Interest Period applicable thereto.



SECTION 2.09. Termination and Reduction of Commitments. (a) Unless previously
terminated, the Commitments shall terminate on the Maturity Date.



(b)  The Borrower may at any time terminate, or from time to time reduce, the Commitments;
provided that (i) each reduction of the Commitments shall be in an amount that is an
integral multiple of $1,000,000 and not less than $10,000,000 and (ii) the Borrower shall not
terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the
Loans in accordance with Section 2.11, the Revolving Credit Exposures would exceed the total
Commitments.



(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce
the Commitments under paragraph (b) of this Section at least three Business Days prior to the
effective date of such termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the
Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section
shall be irrevocable; provided that a notice of termination of the Commitments delivered by
the Borrower may state that such notice is conditioned upon the effectiveness of other credit
facilities, in which case such notice may be revoked by the Borrower (by notice to the
Administrative Agent on or prior to the specified effective date) if such condition is not
satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of
the Commitments shall be made ratably among the Lenders in accordance with their respective
Commitments.



SECTION 2.10. Repayment of Loans; Evidence of Debt. (a) The Borrower hereby
unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the
then unpaid principal amount of each Revolving Loan on the Maturity Date, and (ii) to the Swingline
Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Maturity Date
and the seventh day after such Swingline Loan is made; provided that on each date that a
Revolving Borrowing is made, the Borrower shall repay all Swingline Loans then outstanding.



(b)  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, including the amounts of principal and interest payable and paid to such Lender from time
to time hereunder.



(c)  The Administrative Agent shall maintain accounts in which it shall record (i) the amount
of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable 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 for the account of the Lenders and each Lender’s share thereof.



(d)  The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this
Section shall be prima facie evidence of the existence and amounts of the
obligations recorded therein; provided 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 Loans in accordance with the terms of this Agreement.



(e) Any Lender may request that Loans made by it be evidenced by a promissory note. In such
event, the Administrative Agent shall prepare, and the Borrower shall execute and deliver to such
Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to
such Lender and its registered assigns). Such promissory note shall be in a form approved by the
Administrative Agent and the Borrower. Thereafter, the Loans evidenced by such promissory note and
interest thereon shall at all times (including after assignment pursuant to Section 9.04) be
represented by one or more promissory notes in such form payable to the order of the payee named
therein (or, if such promissory note is a registered note, to such payee and its registered
assigns).



SECTION 2.11. Prepayment of Loans. (a)  The Borrower shall have the right at any time
and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in
accordance with paragraph (b) of this Section.



(b) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a
Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment
hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00
a.m., New York City time, three Business Days before the date of prepayment, (ii) in the case of
prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, on the
date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00
noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and
shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to
be prepaid; provided that, if a notice of prepayment is given in connection with a
conditional notice of termination of the Commitments as contemplated by Section 2.09, then such
notice of prepayment may be revoked if such notice of termination is revoked in accordance with
Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the
Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of
any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of
a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving
Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments
shall be accompanied by accrued interest to the extent required by Section 2.13.



SECTION 2.12. Fees. (a)  The Borrower agrees to pay to the Administrative Agent for
the account of each Lender a facility fee, which shall accrue at the Applicable Rate on the daily
amount of the Commitment of such Lender (whether used or unused and as may be reduced hereunder
from time to time) during the period from and including the date of this Agreement to but excluding
the date on which such Commitment terminates; provided that, if such Lender continues to
have any Revolving Credit Exposure after its Commitment terminates, then such facility fee shall
continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and
including the date on which its Commitment terminates to but excluding the date on which such
Lender ceases to have any Revolving Credit Exposure. Accrued facility fees shall be payable in
arrears on the last day of March, June, September and December of each year and on the date on
which the Commitments terminate, commencing on the first such date to occur after the date hereof;
provided that any facility fees accruing after the date on which the Commitments terminate
shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days
and shall be payable for the actual number of days elapsed (including the first day but excluding
the last day).



(b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender
a participation fee with respect to its participations in Letters of Credit, which shall accrue at
the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving
Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof
attributable to unreimbursed LC Disbursements) during the period from and including the Effective
Date to but excluding the later of the date on which such Lender’s Commitment terminates and the
date on which such Lender ceases to have any LC Exposure, and (ii) to the applicable Issuing Bank a
fronting fee, which shall accrue at the rate of .125% per annum on the average daily amount of the
LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during
the period from and including the Effective Date to but excluding the later of the date of
termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as
the applicable Issuing Bank’s standard fees with respect to the issuance, amendment, renewal,
extension, administration or presentation of any Letter of Credit or processing of drawings
thereunder. Participation fees and fronting fees accrued through and including the last day of
March, June, September and December of each year shall be payable on the third Business Day
following such last day, commencing on the first such date to occur after the Effective Date;
provided that all such fees shall be payable on the date on which the Commitments terminate
and any such fees accruing after the date on which the Commitments terminate shall be payable on
demand. Any other fees payable to the Issuing Banks pursuant to this paragraph shall be payable
within 10 days after demand. All participation fees and fronting fees shall be computed on the
basis of a year of 360 days and shall be payable for the actual number of days elapsed (including
the first day but excluding the last day).



(c) The Borrower shall pay to the Administrative Agent for the account of each Lender in
accordance with its Applicable Percentage, a per annum utilization fee equal to the Utilization Fee
Rate set forth in the definition of Applicable Rate times the actual daily Outstanding Amount of
Loans (other than Swingline Loans) and LC Exposure for each day that such Outstanding Amount
exceeds 50% of the aggregate Commitments. The utilization fee payable to each Lender shall accrue
at all times from the date hereof until the Maturity Date for such Lender and shall be due and
payable quarterly in arrears on the last Business Day of each March, June, September and December,
commencing with the first such date to occur after the Effective Date, and on the Maturity Date for
such Lender. The utilization fee shall be calculated quarterly in arrears, and if there is any
change in the Applicable Rate during any quarter, the actual daily amount shall be computed and
multiplied by the Applicable Rate separately for each period during such quarter that such
Applicable Rate was in effect. The utilization fee shall accrue at all times, including at any
time during which one or more of the conditions in Article IV is not met.



(d)  The Borrower agrees to pay to the Administrative Agent and to J.P. Morgan Securities,
Inc. and RBS Securities Corporation, for their own accounts, fees payable in the amounts and at the
times separately agreed upon in the Fee Letter.



(e) All fees payable hereunder shall be paid on the dates due, in immediately available
funds, to the Administrative Agent (or to the applicable Issuing Bank, in the case of fees payable
to it) for distribution, in the case of facility fees and participation fees, to the Lenders. Fees
paid shall not be refundable under any circumstances.



SECTION 2.13. Interest. (a) The Loans comprising each ABR Borrowing shall bear
interest at the Alternate Base Rate.



(b)  The Loans comprising each Eurodollar Borrowing shall bear interest in the case of a
Eurodollar Revolving Loan, at the Adjusted LIBO Rate for the Interest Period in effect for such
Borrowing plus the Applicable Rate.



(c) Each Swingline Loan shall bear interest on the outstanding principal amount thereof from
the applicable borrowing date at a rate per annum equal to (i) until the Lenders have been required
to acquire participations in such Swingline Loan pursuant to Section 2.05(c), the lesser of (A) the
rate agreed to between the Swingline Lender and the Borrower and (B) the Alternate Base Rate and
(ii) after the Lenders have been required to acquire participations in such Swingline Loan pursuant
to Section 2.05(c), the Alternate Base Rate.



(d) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or
other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity,
upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before
judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus
the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section
or (ii) in the case of any other amount, 2% plus the rate applicable to ABR Loans as provided in
paragraph (a) of this Section.



(e) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date
for such Loan and, in the case of Revolving Loans, upon termination of the Commitments;
provided that (i) interest accrued pursuant to paragraph (d) of this Section shall be
payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a
prepayment of an ABR Revolving Loan prior to the end of the Availability Period), accrued interest
on the principal amount repaid or prepaid shall be payable on the date of such repayment or
prepayment and (iii) in the event of any conversion of any Eurodollar Revolving Loan prior to the
end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the
effective date of such conversion.



(f) All interest hereunder shall be computed on the basis of a year of 360 days, except that
interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is
based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap
year), and in each case shall be payable for the actual number of days elapsed (including the first
day but excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO
Rate shall be determined by the Administrative Agent, and such determination shall be conclusive
absent manifest error.



SECTION 2.14. Alternate Rate of Interest. If prior to the commencement of any
Interest Period for a Eurodollar Borrowing:




(a) the Administrative Agent determines (which determination shall be conclusive absent
manifest error) that adequate and reasonable means do not exist for ascertaining the
Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or




(b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO
Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and
fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or
its Loan) included in such Borrowing for such Interest Period;



then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by
telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent
notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer
exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing
to, or continuation of any Revolving Borrowing as, a Eurodollar Borrowing shall be ineffective, and
(ii) if any Borrowing Request requests a Eurodollar Revolving Borrowing, such Borrowing shall be
made as an ABR Borrowing.



SECTION 2.15. Increased Costs. (a)  If any Change in Law shall:




(i) impose, modify or deem applicable any reserve, special deposit or similar
requirement against assets of, deposits with or for the account of, or credit extended by,
any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or any
Issuing Bank; or




(ii) impose on any Lender or Issuing Bank or the London interbank market any other
condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of
Credit or participation therein;



and the result of any of the foregoing shall be to increase the cost to such Lender of making or
maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to
increase the cost to such Lender or Issuing Bank of participating in, issuing or maintaining any
Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or
Issuing Bank hereunder (whether of principal, interest or otherwise), then provided that such
Lender or Issuing Bank is requiring comparable payments from similarly situated customers, the
Borrower will pay to such Lender or Issuing Bank, as the case may be, such additional amount or
amounts as will compensate such Lender or Issuing Bank, as the case may be, for such additional
costs incurred or reduction suffered.



(b)  If any Lender or Issuing Bank determines that any Change in Law regarding capital
requirements has or would have the effect of reducing the rate of return on such Lender’s or
Issuing Bank’s capital or on the capital of such Lender’s or Issuing Bank’s holding company, if
any, as a consequence of this Agreement or the Loans made by, or participations in Letters of
Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below
that which such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company could
have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Bank’s
policies and the policies of such Lender’s or Issuing Bank’s holding company with respect to
capital adequacy), then from time to time, provided that such Lender or Issuing Bank is requiring
comparable payments from similarly situated customers, the Borrower will pay to such Lender or
Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender
or Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such reduction suffered.



(c)  A certificate of a Lender or Issuing Bank setting forth the amount or amounts necessary
to compensate such Lender or Issuing Bank or its holding company, as the case may be, as specified
in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive
absent manifest error. The Borrower shall pay such Lender or Issuing Bank, as the case may be, the
amount shown as due on any such certificate within 10 days after receipt thereof.



(d)  Failure or delay on the part of any Lender or Issuing Bank to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Bank’s right to
demand such compensation; provided that the Borrower shall not be required to compensate a
Lender or an Issuing Bank pursuant to this Section for any increased costs or reductions incurred
more than 180 days prior to the date that such Lender or Issuing Bank, as the case may be, notifies
the Borrower of the Change in Law giving rise to such increased costs or reductions and of such
Lender’s or Issuing Bank’s intention to claim compensation therefor; provided
further that, if the Change in Law giving rise to such increased costs or reductions is
retroactive, then the 180-day period referred to above shall be extended to include the period of
retroactive effect thereof, but only if the Borrower receives a demand for payment hereunder within
180 days of the date of the Change in Law.



SECTION 2.16. Break Funding Payments. In the event of (a) the payment of any
principal of any Eurodollar Loan other than on the last day of an Interest Period applicable
thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan
other than on the last day of the Interest Period applicable thereto, or (c) the failure to borrow,
convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered
pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(b) and is
revoked in accordance therewith), then, in any such event, the Borrower shall compensate each
Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar
Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by
such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the
principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would
have been applicable to such Loan, for the period from the date of such event to the last day of
the then current Interest Period therefor (or, in the case of a failure to borrow, convert or
continue, for the period that would have been the Interest Period for such Loan), over (ii) the
amount of interest which would accrue on such principal amount for such period at the interest rate
which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits
of a comparable amount and period from other banks in the eurodollar market. A certificate of any
Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this
Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The
Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after
receipt thereof.



SECTION 2.17. Taxes. (a)  Any and all payments by or on account of any obligation of
the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified
Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any
Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as
necessary so that after making all required deductions for such Indemnified Taxes or Other Taxes
(including deductions applicable to additional sums payable under this Section) the Administrative
Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would
have received had no such deductions been made, (ii) the Borrower shall make such deductions and
(iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in
accordance with applicable Law.



(b)  In addition, the Borrower shall pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable Law.



(c)  The Borrower shall indemnify the Administrative Agent, each Lender and each Issuing Bank,
within 30 days after written demand therefor, for the full amount of any Indemnified Taxes or Other
Taxes paid by the Administrative Agent, such Lender or such Issuing Bank, as the case may be, on or
with respect to any payment by or on account of any obligation of the Borrower hereunder (including
Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under
this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority; provided that such indemnity shall not be made to
the extent Indemnified Taxes, Other Taxes, penalties or interest are determined by a court of
competent jurisdiction to have resulted from the gross negligence or willful misconduct of the
applicable indemnitee. A certificate as to the amount of such payment or liability delivered to
the Borrower by a Lender or an Issuing Bank, or by the Administrative Agent on its own behalf or on
behalf of a Lender or an Issuing Bank, shall be conclusive absent manifest error.



(d)  As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the
Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the
original or a certified copy of any receipt issued by such Governmental Authority evidencing such
payment, a copy of the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.



(e)  Each Foreign Lender on or prior to the date of its execution and delivery of this
Agreement in the case of each Foreign Lender listed on the signature pages hereof and on or prior
to the date on which it becomes a Lender in the case of each other Foreign Lender, and from time to
time thereafter if requested in writing by the Borrower or the Administrative Agent (but only so
long as such Foreign Lender remains lawfully able to do so), shall provide the Borrower and the
Administrative Agent with (i) if such Lender is a “bank” within the meaning of Section 881(c)(3)(A)
of the Code, IRS Form W-8BEN or W-8ECI, as appropriate, or any successor form prescribed by the
IRS, certifying that such Lender is entitled to benefits under an income tax treaty to which the
United States is a party which exempts United States withholding tax on payments made to it under
this Agreement or certifying that the income receivable pursuant to this Agreement is effectively
connected with the conduct of a trade or business in the United States, or (ii) if such Lender is
not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and intends to claim an
exemption from United States withholding tax under Section 871(h) or 881(c) of the Code with
respect to payments of “portfolio interest,” a Form W-8BEN, or any successor or other applicable
form prescribed by the IRS, and a certificate representing that such Lender is not a bank for
purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of
Section 871(h)(3)(B) of the Code) of the Borrower, and is not a controlled foreign corporation
related to the Borrower (within the meaning of Section 864(d)(4) of the Code). Each Lender which
so delivers a Form W-8BEN, or W-8ECI further undertakes to deliver to the Borrower and the
Administrative Agent additional forms (or a successor form) on or before the date such form expires
or becomes obsolete or after the occurrence of any event requiring a change in the most recent form
so delivered by it, in each case certifying that such Foreign Lender is entitled to receive
payments from the Borrower under any Loan Document 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 with respect to it and such Lender advises the Borrower and
the Administrative Agent that it is not capable of receiving such payments without any deduction or
withholding of United States federal income tax.



(f) Each Lender, other than a Foreign Lender, on or prior to the date of its execution and
delivery of this Agreement in the case of a Lender listed on the signature pages hereof and on or
prior to the date on which it becomes a Lender in the case of each other Lender, shall deliver to
each of the Borrower and Administrative Agent, an IRS Form W-9 certifying to its U.S. tax
identification number or claiming exemption from information reporting and backup withholding
requirements under the Code.



(g) In addition, each Lender and the Administrative Agent agree to the extent it is permitted
by applicable law, to provide Borrower with such other tax forms that Borrower may request from
Lender in writing that are necessary to avoid or reduce Indemnified Taxes or Other Taxes arising
with respect to the payments or transactions under this Agreement.



(h) If the Administrative Agent or a Lender determines, in its sole discretion, that it has
received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower
or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.17, it
shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or
additional amounts paid, by the Borrower under this Section 2.17 with respect to the Taxes or Other
Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or
such Lender and without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund); provided, that the Borrower, upon the request of the
Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any
penalties, interest or other charges imposed by the relevant Governmental Authority) to the
Administrative Agent or such Lender in the event the Administrative Agent or such Lender is
required to repay such refund to such Governmental Authority. This Section shall not be construed
to require the Administrative Agent or any Lender to make available its tax returns (or any other
information relating to its taxes which it deems confidential) to the Borrower or any other Person.



SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of Set-offs. (a) The
Borrower shall make each payment required to be made by it hereunder (whether of principal,
interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15, 2.16
or 2.17, or otherwise) prior to 12:00 noon, New York City time, on the date when due, in
immediately available funds, without set-off or counterclaim. Any amounts received after such time
on any date may, in the discretion of the Administrative Agent, be deemed to have been received on
the next succeeding Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Administrative Agent at its offices at 270 Park Avenue, New York, New York,
except payments to be made directly to the applicable Issuing Bank or Swingline Lender as expressly
provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be
made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such
payments received by it for the account of any other Person to the appropriate recipient promptly
following receipt thereof. If any payment hereunder shall be due on a day that is not a Business
Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case
of any payment accruing interest, interest thereon shall be payable for the period of such
extension. All payments hereunder shall be made in dollars.



(b) If at any time insufficient funds are received by and available to the Administrative
Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then
due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due
hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest
and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed
LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with
the amounts of principal and unreimbursed LC Disbursements then due to such parties.



(c) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of its Revolving Loans or
participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of
a greater proportion of the aggregate amount of its Revolving Loans and participations in LC
Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any
other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face
value) participations in the Revolving Loans and participations in LC Disbursements and Swingline
Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be
shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued
interest on their respective Revolving Loans and participations in LC Disbursements and Swingline
Loans; provided that (i) if any such participations are purchased and all or any portion of
the payment giving rise thereto is recovered, such participations shall be rescinded and the
purchase price restored to the extent of such recovery, without interest, and (ii) the provisions
of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to
and in accordance with the express terms of this Agreement or any payment obtained by a Lender as
consideration for the assignment of or sale of a participation in any of its Loans or
participations in LC Disbursements to any assignee or participant, other than to the Borrower or
any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply).
The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under
applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements
may exercise against the Borrower rights of set-off and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of the Borrower in the amount of
such participation.



(d) Unless the Administrative Agent shall have received notice from the Borrower prior to the
date on which any payment is due to the Administrative Agent for the account of the Lenders or the
Issuing Banks hereunder that the Borrower will not make such payment, the Administrative Agent may
assume that the Borrower has made such payment on such date in accordance herewith and may, in
reliance upon such assumption, distribute to the Lenders or the Issuing Banks, as the case may be,
the amount due. In such event, if the Borrower has not in fact made such payment, then each of the
Lenders or the Issuing Banks, as the case may be, severally agrees to repay to the Administrative
Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest
thereon, for each day from and including the date such amount is distributed to it to but excluding
the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate
and a rate determined by the Administrative Agent in accordance with banking industry rules on
interbank compensation.



(e) If any Lender shall fail to make any payment required to be made by it pursuant to
Section 2.05(c), 2.06(d) or (e), 2.07(b), 2.18(d) or 9.03(c), then the Administrative Agent may, in
its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter
received by the Administrative Agent for the account of such Lender to satisfy such Lender’s
obligations under such Sections until all such unsatisfied obligations are fully paid.



SECTION 2.19. Mitigation Obligations; Replacement of Lenders. (a)  If any Lender
requests compensation under Section 2.15, or if the Borrower is required to pay any additional
amount to any Lender or any Governmental Authority for the account of any Lender pursuant to
Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office
for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to
another of its offices, branches or affiliates, if, in the judgment of such Lender, such
designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or
2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed
cost or expense and would not otherwise be materially disadvantageous to such Lender. The Borrower
hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with
any such designation or assignment.



(b) If any Lender requests compensation under Section 2.15, or if the Borrower is required to
pay any additional amount to any Lender or any Governmental Authority for the account of any Lender
pursuant to Section 2.17, or if any Lender defaults in its obligation to fund Loans hereunder, then
the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative
Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject
to the restrictions contained in Section 9.04), all its interests, rights and obligations under
this Agreement to an assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have
received the prior written consent of the Administrative Agent (and if a Commitment is being
assigned, the Issuing Banks), which consent shall not unreasonably be withheld, (ii) such Lender
shall have received payment of an amount equal to the outstanding principal of its Loans and
participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and
all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding
principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and
(iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15
or payments required to be made pursuant to Section 2.17, such assignment will result in a
reduction in such compensation or payments. A Lender shall not be required to make any such
assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise,
the circumstances entitling the Borrower to require such assignment and delegation cease to apply.



SECTION 2.20. Increases of Commitments. The Borrower may from time to time request
that any one or more of the Lenders increase their respective Commitments or request that other
Persons that are Eligible Assignees, agree to make a new Commitment; provided that the aggregate
Commitments, after giving effect to such increases and such new Commitments, may not exceed
$900,000,000. Each increased or new Commitment resulting in an increase in the aggregate
Commitments shall be effected by a Commitment Increase Agreement (herein so called) substantially
in the form of Exhibit D or a Joinder Agreement (herein so called) substantially in the form of
Exhibit E, as applicable, executed by the Borrower, the Administrative Agent and the existing
Lender that has agreed to increase its Commitment or the new Lender that has agreed to a new
Commitment, as the case may be. The Borrower agrees to execute and deliver such other documents
and instruments as the Administrative Agent may reasonably request in connection with any increase
of the aggregate Commitments. None of the Lenders shall be obligated to increase its Commitment.
Promptly following each increase of the aggregate Commitments pursuant to this Section 2.20, the
Administrative Agent shall deliver to the Borrower and the Lenders an amended Schedule 2.01 that
gives effect to such increase. Concurrently with each increase in the aggregate Commitments
pursuant to this Section 2.20, the Borrower shall prepay any Loans outstanding on such date (and
pay any amounts required pursuant to Section 2.16) to the extent necessary to keep outstanding
Loans ratable with any revised Applicable Percentages of the Lenders effective as of such date.
This Section shall supersede any provisions in Section 2.18 or 9.02 to the contrary.



SECTION 2.21. Extension of Maturity Date.




(a) Requests for Extension. The Borrower may, by notice to the Administrative
Agent (who shall promptly notify the Lenders) not earlier than 90 days and not later than 30
days prior to each anniversary of the date of this Agreement (each such date, an
“Extension Date”), request that each Lender extend such Lender’s Maturity Date to
the date that is one year after the last occurring Maturity Date then in effect for any
Lender (the “Existing Maturity Date”).




(b) Lender Elections to Extend. Each Lender, acting in its sole and individual
discretion, shall, by notice to the Administrative Agent given not later than the date that
is 20 days after the date on which the Administrative Agent received the Borrower’s
extension request (the “Lender Notice Date”), advise the Administrative Agent
whether or not such Lender agrees to such extension (each Lender that determines to so
extend its Maturity Date, an “Extending Lender”). Each Lender that determines not
to so extend its Maturity Date (a “Non-Extending Lender”) shall notify the
Administrative Agent of such fact promptly after such determination (but in any event no
later than the Lender Notice Date), and any Lender that does not so advise the
Administrative Agent on or before the Lender Notice Date shall be deemed to be a
Non-Extending Lender. The election of any Lender to agree to such extension shall not
obligate any other Lender to so agree.




(c) Notification by Administrative Agent. The Administrative Agent shall
notify the Borrower of each Lender’s determination under this Section no later than the date
that is 15 days prior to the applicable Extension Date (or, if such date is not a Business
Day, on the next preceding Business Day).




(d) Additional Commitment Lenders. The Borrower shall have the right, but
shall not be obligated, on or before the applicable Maturity Date for any Non-Extending
Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement
in place thereof, one or more one or more Eligible Assignees (each, an “Additional
Commitment Lender”), each of which Additional Commitment Lenders shall have entered into
an Assignment and Assumption with such Non-Extending Lender, pursuant to which such
Additional Commitment Lenders shall, effective on or before the applicable Maturity Date for
such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment
Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment
hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more
Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its
sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the
Borrower (which notice shall set forth such Lender’s new Maturity Date), to become an
Extending Lender.




(e) Minimum Extension Requirement. If (and only if) the total of the
Commitments of the Lenders that have agreed so to extend their Maturity Date (without regard
to the new or increased Commitment of any Additional Commitment Lender) is equal to at least
50% of the aggregate amount of the Commitments in effect immediately prior to the applicable
Extension Date, then, effective as of the applicable Extension Date, the Maturity Date of
each Extending Lender and of each Additional Commitment Lender shall be extended to the date
that is one year after the Existing Maturity Date (except that, if such date is not a
Business Day, such Maturity Date as so extended shall be the next preceding Business Day)
and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of
this Agreement.




(f) Conditions to Effectiveness of Extension. Notwithstanding the foregoing,
any extension of any Maturity Date pursuant to this Section 2.21 shall not be effective with
respect to any Lender unless:




(i) no Default or Event of Default shall have occurred and be continuing on the
applicable Extension Date and immediately after giving effect thereto; and




(ii) the representations and warranties of the Borrower contained in Article
III are true and correct in all material respects on and as of the applicable
Extension Date and after giving effect thereto, as though made on and as of such
date (or, if any such representation or warranty is expressly stated to have been
made as of an earlier date, as of such earlier date).




(g) Payment of Non-Extending Lenders. On the date that any Non-Extending
Lender ceases to be a Lender hereunder, the Borrower shall pay all obligations hereunder
owing to such Non-Extending Lender (to the extent such obligations have not been purchased
by one or more Additional Commitment Lenders).




(h) Conflicting Provisions. This Section shall supersede any provisions in
Section 2.18 or 9.02 to the contrary.



ARTICLE III




Representations and Warranties




The Borrower represents and warrants to the Lenders and the Administrative Agent that:



SECTION 3.01. Corporate or Partnership Existence and Power. The Borrower and each
Material Subsidiary (a) is a corporation or partnership duly organized, validly existing and in
good standing under the Laws of its jurisdiction of organization, (b) has all corporate or
partnership powers and all material governmental licenses, authorizations, consents and approvals
required to own or lease its assets and carry on its business and (c) is duly qualified as a
foreign corporation or partnership and in good standing in each jurisdiction where qualification is
required by the nature of its business or the character and location of its property, business or
customers, except, as to clauses (b) and (c), where the failure so to qualify or to have such
licenses, authorizations, consents and approvals, in the aggregate, could not be reasonably
expected to have a Material Adverse Effect.



SECTION 3.02. Corporate and Governmental Authorization; No Contravention. The
execution, delivery and performance by the Borrower of this Agreement, the Notes and the other Loan
Documents are within the Borrower’s corporate power, have been duly authorized by all necessary
corporate action, require no action by or in respect of, or filing with, any Governmental Authority
and do not contravene, or constitute a default under, any provision of applicable Law or of the
certificate of incorporation or by-laws (or other organizational documents) of the Borrower or of
any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower
which could reasonably be expected to have a Material Adverse Effect or result in or require the
creation or imposition of any Lien on any asset of the Borrower or any Subsidiary, except for a
Lien permitted hereby.



SECTION 3.03. Binding Effect. This Agreement constitutes a legal, valid and binding
agreement of the Borrower; and the Notes and the other Loan Documents, when executed and delivered
in accordance with this Agreement, will constitute the legal, valid and binding obligations of the
Borrower, in each case enforceable in accordance with their respective terms, except as such
enforceability may be limited by Debtor Relief Laws.



SECTION 3.04. Financial Information.




(a) The consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as
of December 31, 2006, and the related consolidated statements of income, cash flows and
changes in stockholders’ equity for the fiscal year then ended, reported on by KPMG LLP, a
copy of which has been delivered to each of the Lenders, fairly present in all material
respects, in conformity with generally accepted accounting principles, the consolidated
financial position of Borrower and its Consolidated Subsidiaries as of such date and their
consolidated results of operations, cash flows and changes in stockholders’ equity for such
fiscal year.




(b) The unaudited consolidated balance sheet of the Borrower and its Consolidated
Subsidiaries as of September 30, 2007, and the related consolidated statements of income,
cash flows and changes in shareholders’ equity for the fiscal quarter then ended, a copy of
which has been delivered to each of the Lenders (i) were prepared in accordance with
generally accepted accounting principles, except as otherwise expressly noted therein, and
(ii) fairly present the financial condition of the Borrower and its Consolidated
Subsidiaries as of the date thereof and their results of operations for the period covered
thereby, subject to the absence of footnotes and to normal year-end audit adjustments.




(c) Other than the Spin-Off (which is scheduled to occur during the first or second
quarter of 2008), there has been no change since December 31, 2006 which has had or could be
reasonably expected to have a Material Adverse Effect.



SECTION 3.05. Litigation. There is no action, suit, proceeding or arbitration pending
against, or to the knowledge of the Borrower threatened against or affecting, the Borrower or any
Subsidiary before any court or arbitrator or any governmental body, agency or official in which
there is a reasonable likelihood of an adverse decision which could reasonably be expected to have
a Material Adverse Effect or which has been brought by the Borrower or any Subsidiary and which in
any manner questions the validity or enforceability of this Agreement, the Notes or any of the
other Loan Documents.



SECTION 3.06. Compliance with ERISA. Each member of the ERISA Group has fulfilled its
obligations under the minimum funding standards of ERISA and the Code with respect to each Plan and
is in compliance in all material respects with the presently applicable provisions of ERISA and the
Code with respect to each Plan. No member of the ERISA Group has (a) sought a waiver of the minimum
funding standard under Section 412 of the Code in respect of any Plan, (b) failed to make any
contribution or payment to any Plan or Multiemployer Plan or made any amendment to any Plan which
in either case has resulted or could result in the imposition of a Lien or the posting of a bond or
other security under ERISA or the Code or (c) incurred any liability under Title IV of ERISA other
than a liability to the PBGC for premiums under Section 4007 of ERISA.



SECTION 3.07. Environmental Matters. In the ordinary course of its business, the
Borrower conducts an ongoing review of the effect of Environmental Laws on the business, operations
and properties of the Borrower and its Subsidiaries, in the course of which it identifies and
evaluates associated liabilities and costs (including any capital or operating expenditures
required for clean-up or closure of properties presently or previously owned, any capital or
operating expenditures required to achieve or maintain compliance with environmental protection
standards imposed by Law or as a condition of any license, permit or contract, any related
constraints on operating activities, including any periodic or permanent shutdown of any facility
or reduction in the level of or change in the nature of operations conducted thereat and any actual
or potential liabilities to third parties, including employees, and any related costs and
expenses). On the basis of this review, the Borrower has reasonably concluded that Environmental
Laws are unlikely to have a Material Adverse Effect.



SECTION 3.08. Taxes. United States Federal income tax returns of the Borrower and its
Subsidiaries have been examined and closed through the fiscal year ended December 31, 2002. The
Borrower and each Subsidiary have filed all United States Federal income tax returns and all other
material tax returns that are required to be filed by them and have paid all taxes due pursuant to
such returns or pursuant to any assessment received by any of them, except for any such taxes being
diligently contested in good faith and by appropriate proceedings. Adequate reserves have been
provided on the books of the Borrower and its Subsidiaries in respect of all taxes or other
governmental charges in accordance with generally accepted accounting principles, and no tax
liabilities in excess of the amount so provided are anticipated that could reasonably be expected
to have a Material Adverse Effect.



SECTION 3.09. Full Disclosure. All information (other than financial projections)
heretofore furnished by the Borrower to the Administrative Agent or any Lender for purposes of or
in connection with this Agreement or any transaction contemplated hereby was, and all such
information hereafter furnished by the Borrower to the Administrative Agent or any Lender will be,
true and accurate in every material respect, and all financial projections concerning the Borrower
and its Subsidiaries that have been or hereafter will be furnished by the Borrower to the
Administrative Agent or any Lender have been and will be prepared in good faith based on
assumptions believed by the Borrower, at the time of preparation, to be reasonable.



SECTION 3.10. Compliance with Laws. The Borrower and each Material Subsidiary are in
compliance with all applicable Laws other than such Laws (a) the validity or applicability of which
the Borrower or such Material Subsidiary is contesting in good faith or (b) failure to comply with
which cannot reasonably be expected to have a Material Adverse Effect.



SECTION 3.11. Regulated Status. The Borrower is not an “investment company, “ within
the meaning of the Investment Company Act of 1940.



ARTICLE IV




Conditions




SECTION 4.01. Effective Date. The obligations of the Lenders to make Loans and of the
Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on
which each of the following conditions is satisfied (or waived in accordance with Section 9.02):




(a) The Administrative Agent (or its counsel) shall have received from each party
hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii)
written evidence satisfactory to the Administrative Agent (which may include telecopy
transmission of a signed signature page of this Agreement) that such party has signed a
counterpart of this Agreement.




(b) The Administrative Agent shall have received favorable written opinions (addressed
to the Administrative Agent and the Lenders and dated the Effective Date) of (i) Goldberg,
Kohn, Bell, Black, Rosenbloom & Moritz, Ltd., counsel for the Borrower, and (ii) Assistant
General Counsel of the Borrower, each substantially in the forms attached as Exhibit B,
covering such other matters relating to the Borrower, this Agreement or the Transactions as
the Administrative Agent and the Syndication Agent shall reasonably request. The Borrower
hereby requests such counsels to deliver such opinions.




(c) The Administrative Agent shall have received such documents and certificates as
the Administrative Agent or its counsel may reasonably request relating to the organization,
existence and good standing of the Borrower, the authorization of the Transactions and any
other legal matters relating to the Borrower, this Agreement or the Transactions, all in
form and substance satisfactory to the Administrative Agent and its counsel.




(d) The Administrative Agent shall have received a certificate, dated the Effective
Date and signed by the President, a Vice President or a Financial Officer of the Borrower,
confirming compliance with the conditions set forth in paragraphs (a) and (b) of
Section 4.02.




(e) The Administrative Agent shall have received all fees and other amounts due and
payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement
or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower
hereunder.




(f) The Administrative Agent shall have received evidence that (a) the Existing Credit
Agreement, and (b) the $370,000,000 Five-Year Credit Agreement dated as of November 10,
2005, as heretofore amended, among FMC Technologies B.V., a Subsidiary of the Borrower, the
lenders party thereto, and DNB Nor Bank ASA as administrative agent, have been or
concurrently with the Effective Date are being terminated, and that all outstanding amounts
owing to the lenders thereunder have been or concurrently with the Effective Date are being
paid in full.



The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such
notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the
Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not
become effective unless each of the foregoing conditions is satisfied (or waived pursuant to
Section 9.02) at or prior to 3:00 p.m., New York City time, on December 15, 2007 (and, in the event
such conditions are not so satisfied or waived, the Commitments shall terminate at such time).



SECTION 4.02. Each Credit Event. The obligation of each Lender to make a Loan on the
occasion of any Borrowing, and of the Issuing Banks to issue, amend, renew or extend any Letter of
Credit, is subject to the satisfaction of the following conditions:




(a)  The representations and warranties of the Borrower set forth in this Agreement
shall be true and correct in all material respects on and as of the date of such Borrowing
or the date of issuance, amendment, renewal or extension of such Letter of Credit, as
applicable, except that (i) to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall have been true and correct
in all material respects as of such earlier date, and (ii) the representations and
warranties set forth in Section 3.04(c) and 3.05 shall be required to be true and correct in
all material respects only on the occasion of any Borrowing or issuance, amendment, renewal
or extension of any Letter of Credit which has the effect of increasing the outstanding
principal amount of the obligations hereunder.




(b)  At the time of and immediately after giving effect to such Borrowing or the
issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no
Default shall have occurred and be continuing.



Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be
deemed to constitute a representation and warranty by the Borrower on the date thereof as to the
matters specified in paragraphs (a) and (b) of this Section.



ARTICLE V




Affirmative Covenants




Until the Commitments have expired or been terminated and the principal of and interest on
each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit
shall have expired or terminated and all LC Disbursements shall have been reimbursed, the Borrower
covenants and agrees with the Lenders that:



SECTION 5.01. Information. The Borrower will deliver to the Administrative Agent and
each of the Lenders:




(a) within 60 days after the end of each fiscal year of the Borrower, a consolidated
balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such fiscal
year and the related consolidated statements of income, of cash flows and of changes in
stockholders’ equity for such fiscal year, setting forth in each case in comparative form
the figures as of the end of and for the previous fiscal year, all in reasonable detail and
reported on without Qualification by KPMG LLP or other independent public accountants of
nationally recognized standing;




(b) within 40 days after the end of each of the first three quarters of each fiscal
year of the Borrower, a consolidated balance sheet of the Borrower and its Consolidated
Subsidiaries as of the end of such quarter, and the related consolidated statements of
income for such quarter and for the portion of the Borrower’s fiscal year ended at the end
of such quarter and the related consolidated statement of cash flows for the portion of the
Borrower’s fiscal year ended at the end of such quarter, setting forth in each case in
comparative form the consolidated balance sheet as of the end of the previous fiscal year
and the consolidated statements of income for the corresponding quarter and the
corresponding portion of the Borrower’s previous fiscal year, all certified (subject to
normal year-end adjustments) as to fairness of presentation and consistency by the Financial
Officer of the Borrower;




(c) simultaneously with the delivery of each set of financial statements referred to in
Sections 5.01(a) and (b), a Compliance Certificate of the Financial Officer of the Borrower
(i) setting forth in reasonable detail such calculations as are required to establish
whether the Borrower was in compliance with the requirements of Section 6.10 and stating
whether the Borrower was in compliance with the requirements of Sections 6.01(g), 6.05(b)
and 6.07 on the date of such financial statements and (ii) stating whether there exists on
the date of such certificate any Default or Event of Default and, if any Default or Event of
Default then exists, setting forth the details thereof and the action that the Borrower is
taking or proposes to take with respect thereto;




(d) simultaneously with the delivery of each set of financial statements referred to in
Sections 5.01(a) and (b), a schedule, certified as to its accuracy and completeness by the
Financial Officer of the Borrower, listing in reasonable detail the Debt balance of each
Restricted Subsidiary where such Debt balance is in excess of $1,000,000, listing only Debt
instruments of $1,000,000 or more; provided that no such schedule need be furnished if at
the date of the related financial statements (i) the aggregate amount of Debt of domestic
Restricted Subsidiaries did not exceed $50,000,000 and (ii) the aggregate amount of Debt of
all Restricted Subsidiaries did not exceed $100,000,000;




(e) within five Business Days after any Principal Officer of the Borrower obtains
knowledge of any Default or Event of Default, if such Default or Event of Default is then
continuing, a certificate of the Financial Officer of the Borrower setting forth the details
thereof and the action that the Borrower is taking or proposes to take with respect thereto;




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




(g) promptly upon the filing thereof, copies of all registration statements (other than
the exhibits thereto and any registration statements on Form S-8 or its equivalent), annual,
quarterly or monthly reports and any reports on Form 8-K (or any successor form) that the
Borrower or any Subsidiary shall have filed with the Securities and Exchange Commission;




(h) within 14 days after any member of the ERISA Group (i) gives or is required to give
notice to the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) with
respect to any Plan which might constitute grounds for a termination of such Plan under
Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required
to give notice of any such reportable event, a copy of the notice of such reportable event
given or required to be given to the PBGC; (ii) receives notice of complete or partial
withdrawal liability under Title IV of ERISA which liability exceeds $1,000,000 or notice
that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a
copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an
intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA)
in respect of, or appoint a trustee to administer, any Plan, a copy of such notice; (iv)
applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy
of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c)
of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice
of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or
(vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or makes
any amendment to any Plan which in either case has resulted or could result in the
imposition of a Lien or the posting of a bond or other security, a certificate of the
Financial Officer of the Borrower setting forth details as to such occurrence and the
action, if any, which the Borrower or applicable member of the ERISA Group is required or
proposes to take with respect thereto;




(i) as soon as practicable after a Principal Officer of the Borrower obtains knowledge
of the commencement of an action, suit or proceeding against the Borrower or any Subsidiary
before any court or arbitrator or any governmental body, agency or official in which there
is a reasonable likelihood of an adverse decision which could reasonably be expected to have
a Material Adverse Effect or which in any manner questions the validity or enforceability of
this Agreement or any of the transactions contemplated hereby, information as to the nature
of such pending or threatened action, suit or proceeding;




(j) promptly after a Principal Officer of the Borrower obtains knowledge that Moody’s
or S&P shall have announced a change in the rating established or deemed to have been
established for the Index Debt, written notice of such rating change; and




(k) from time to time such additional information regarding the business, properties,
financial position, results of operations, or prospects of the Borrower or any Subsidiary as
the Administrative Agent, at the request of any Lender, may reasonably request.



The Borrower hereby acknowledges that (A) the Administrative Agent will make available to the
Lenders and each Issuing Bank certain materials and/or information provided by or on behalf of the
Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials
on IntraLinks or another similar electronic system (the “Platform”) and (B) certain of the
Lenders may be “public-side” Lenders (i. e., Lenders that do not wish to receive material
non-public information with respect to the Borrower or its securities) (each, a “Public
Lender”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made
available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum,
shall mean that the word “PUBLIC” shall appear prominently on the first page thereof (provided that
Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC”); (x) by marking
Borrower Materials “PUBLIC” the Borrower shall be deemed to have authorized the Administrative
Agent, each Issuing Bank and the Lenders to treat such Borrower Materials as not containing any
material non-public information with respect to the Borrower or its securities for purposes of
United States Federal and state securities laws (provided that, to the extent such Borrower
Materials constitute Information (as defined in Section 9.12 below), they shall be treated as set
forth in Section 9.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made
available through a portion of the Platform designated “Public Investor”; and (z) the
Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC”
as being suitable only for posting on a portion of the Platform not designated “Public Investor.”



SECTION 5.02. Payment of Obligations. The Borrower will pay and discharge, and will
cause each of its Subsidiaries to pay and discharge, at or before maturity, all their respective
material obligations and liabilities and all lawful taxes, assessments and governmental charges or
levies upon it or its property or assets, except where the same may be diligently contested in good
faith by appropriate proceedings or where the failure to so pay and discharge could not be
reasonably expected to have a Material Adverse Effect, and will maintain, and will cause each of
its Subsidiaries to maintain, in accordance with United States generally accepted accounting
principles as in effect from time to time, appropriate reserves for the accrual of any of the same.



SECTION 5.03. Maintenance of Property; Insurance.




(a) The Borrower will keep, and will cause each Restricted Subsidiary to keep, all
material property useful and necessary in its business in good working order and condition,
normal wear and tear excepted.




(b) The Borrower will, and will cause each of its Material Subsidiaries to, maintain
(either in the name of the Borrower or in such Material Subsidiary’s own name) with
financially sound and responsible insurance companies, insurance on all their respective
properties in at least such amounts and against at least such risks (and with such risk
retention) as are usually maintained in the same general area by companies of established
repute engaged in the same or a similar business; and will furnish to the Lenders, upon
request from the Administrative Agent, information presented in reasonable detail as to the
insurance so carried.



SECTION 5.04. Inspection of Property, Books and Records. The Borrower will keep, and
will cause each of its Subsidiaries to keep, proper books of record and account in which full, true
and correct entries shall be made of all dealings and transactions in relation to its business and
activities. Subject to Section 9.12, the Borrower will permit, and will cause each of its
Subsidiaries to permit, representatives of any Lender to visit and inspect any of their respective
properties, to examine their respective corporate, financial and operating records and make copies
thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with
their respective directors, officers, employees and independent public accountants (provided that
the Borrower shall have the right to participate in any discussions with such accountants), all at
such reasonable times and as often as may reasonably be desired, upon reasonable advance notice to
the Borrower.



SECTION 5.05. Maintenance of Existence, Rights, Etc. 




(a) The Borrower will preserve, renew and keep in full force and effect its, and will
cause each of its Restricted Subsidiaries to preserve, renew and keep in full force and
effect their, respective corporate or partnership existence and its and their respective
rights, privileges and franchises necessary or desirable in the normal conduct of business,
except when failure to do so could not be reasonably expected to have a Material Adverse
Effect; provided that nothing in this Section 5.05 shall prohibit (i) a transaction
permitted under Section 6.02 or (ii) the termination of the corporate or partnership
existence of any Restricted Subsidiary (other than FMC Technologies B.V.) if the Borrower in
good faith determines that such termination is in the best interest of the Borrower and
could not be reasonably expected to have a Material Adverse Effect.




(b) At no time will any Unrestricted Subsidiary hold, directly or indirectly, any
capital stock of any Restricted Subsidiary.



SECTION 5.06. Use of Proceeds. The proceeds of the Borrowings under this Agreement
will be used by the Borrower for working capital, capital expenditures and other lawful corporate
purposes, including as support for the Borrower’s commercial paper program and to repay certain
existing Debt.



SECTION 5.07. Compliance with Laws. The Borrower will comply, and cause each of its
Subsidiaries to comply, in all material respects with all requirements of Law (including ERISA,
Environmental Laws and the rules and regulations thereunder), except where failure to so comply
could not be reasonably expected to have a Material Adverse Effect.



ARTICLE VI




Negative Covenants




Until the Commitments have expired or terminated and the principal of and interest on each
Loan and all fees payable hereunder have been paid in full and all Letters of Credit have expired
or terminated and all LC Disbursements shall have been reimbursed, the Borrower covenants and
agrees with the Lenders that:



SECTION 6.01. Liens. The Borrower will not, and will not permit any Restricted
Subsidiary to, create, assume or suffer to exist any Lien on any asset now owned or hereafter
acquired by it, except:




(a) Liens existing on the date hereof and described on Schedule 6.01, securing
Debt outstanding;




(b) Liens incidental to the conduct of its business or the ownership of its assets
which (i) arise in the ordinary course of business, (ii) do not secure Debt and (iii) do not
in the aggregate materially detract from the value of its assets or materially impair the
use thereof in the operation of its business;




(c) Liens in favor of the Borrower or any other Restricted Subsidiary;




(d) Liens on any property or assets existing at the time of, or incurred within 120
days after, the acquisition thereof (by purchase, merger or otherwise), securing Debt
incurred to pay the purchase price or construction cost thereof, or the capital lease
obligations related thereto, so long as such Liens do not and are not extended to cover any
other property or assets;




(e) Liens in favor of a Governmental Authority to secure payments under any contract or
statute, or to secure any Debt incurred in financing the acquisition, construction or
improvement of property subject thereto, including Liens on, and created or arising in
connection with the financing of the acquisition, construction or improvement of, any
facility used or to be used in the business of the Borrower or any Restricted Subsidiary
through the issuance of obligations, the income from which shall be excludable from gross
income by virtue of Section 103 of the Code (or any subsequently adopted provisions thereof
providing for a specific exclusion from gross income);




(f) any extension, renewal, substitution, or replacement (or successive extensions,
renewals, substitutions or replacements), as a whole or in part, of any Lien referred to in
clauses (a) through (e) above; provided that (i) such extension, renewal, substitution or
replacement Lien shall be limited to all or any part of the same property or assets subject
to the Lien extended, renewed, substituted or replaced (plus improvements on such property)
and (ii) the Debt secured by such Lien at such time is not increased; and




(g) other Liens so long as the principal amount of the Debt of the Borrower and its
Restricted Subsidiaries secured thereby does not exceed $75,000,000 in the aggregate at any
time and so long as the principal amount of the Debt of the Borrower’s Restricted
Subsidiaries secured thereby does not exceed $25,000,000 in the aggregate at any time.



SECTION 6.02. Consolidations, Mergers and Sales of Assets. The Borrower will not, and
will not permit any Restricted Subsidiary to, merge or consolidate with or into, or sell, convey,
transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions)
a material portion of its assets to, any Person, except that, so long as no Default or Event of
Default then exists or would result therefrom:




(a) any Restricted Subsidiary (other than FMC Technologies B.V.) may merge or
consolidate with (i) the Borrower, provided that the Borrower shall be the continuing or
surviving Person, (ii) any other Restricted Subsidiary or (iii) any other Person if the
Borrower in good faith determines that such merger or consolidation is in the best interest
of the Borrower and would not have a Material Adverse Effect and, at least five days prior
to such merger or consolidation (if the transaction value of such merger or consolidation is
in the amount of $100,000,000 or more), the Borrower delivers to the Administrative Agent a
certificate of the Financial Officer of the Borrower showing pro forma compliance with the
covenants set forth in Section 6.10, and stating pro forma compliance with the covenants set
forth in Sections 6.01(g), 6.05(b) and 6.07, in each case after giving effect thereto;




(b) any Restricted Subsidiary (other than FMC Technologies B.V.) may sell, convey,
transfer, lease or otherwise dispose of a material portion of its assets to (i) the
Borrower, (ii) any other Restricted Subsidiary or (iii) any other Person if the Borrower in
good faith determines that such sale is in the best interest of the Borrower and would not
have a Material Adverse Effect and, at least five days prior to such sale, conveyance,
transfer, lease or other disposition (if the transaction value of such sale, conveyance,
transfer, lease or other disposition is in the amount of $100,000,000 or more), the Borrower
delivers to the Administrative Agent a certificate of the Financial Officer of the Borrower
showing pro forma compliance with the covenants set forth in Section 6.10, and stating pro
forma compliance with the covenants set forth in Sections 6.01(g), 6.05(b) and 6.07, in each
case after giving effect thereto;




(c) the Borrower may merge or consolidate with any other Person, provided that (i) the
Borrower is the continuing or surviving Person, (ii) the Borrower’s Index Debt ratings are
not less than BBB- by S&P or Baa3 by Moody’s after giving effect thereto, and (iii) at least
five days prior to such merger or consolidation (if the transaction value of such merger or
consolidation is in the amount of $100,000,000 or more), the Borrower delivers to the
Administrative Agent a certificate of the Financial Officer of the Borrower showing pro
forma compliance with the covenants set forth in Section 6.10, and stating pro forma
compliance with the covenants set forth in Sections 6.01(g), 6.05(b) and 6.07, in each case
after giving effect thereto;




(d) the Borrower may sell, convey, transfer, lease or otherwise dispose of a material
portion of its assets to any Person, provided that (i) the Borrower’s Index Debt ratings are
not less than BBB- by S&P or Baa3 by Moody’s after giving effect thereto and (ii) at least
five days prior to such sale, conveyance, transfer, lease or other disposition (if the
transaction value of such sale, conveyance, transfer, lease or other disposition is in the
amount of $100,000,000 or more), the Borrower delivers to the Administrative Agent a
certificate of the Financial Officer of the Borrower showing pro forma compliance with the
covenants set forth in Section 6.10, and stating pro forma compliance with the covenants set
forth in Sections 6.01(g), 6.05(b) and 6.07, in each case after giving effect thereto; and




(e) the Borrower may effect the Spin-Off.



SECTION 6.03. Use of Proceeds. No part of the proceeds of any Loan will be used,
whether directly or indirectly, in a manner that violates Regulation U or X of the Board. The
Borrower will not permit more than 25% of the consolidated assets of the Borrower and its
Subsidiaries to consist of “margin stock,” as such term is defined in Regulation U of the Board.



SECTION 6.04. Reserved.



SECTION 6.05. Restricted Subsidiary Debt. The Borrower will not permit any Restricted
Subsidiary to create, incur, assume or permit to exist any Debt, except:




(a) Debt owed to the Borrower or any other Restricted Subsidiary; and




(b) other Debt in an aggregate principal amount for all Restricted Subsidiaries not
exceeding $50,000,000 at any time.



SECTION 6.06. Restricted Payments. The Borrower will not, and will not permit any
Restricted Subsidiary to, declare or make any Restricted Payment, except that:




(a) any Restricted Subsidiary may declare and make Restricted Payments to the Borrower
or to any other Restricted Subsidiary (and, in the case of a Restricted Payment by a
non-wholly-owned Restricted Subsidiary, to the Borrower or any other Restricted Subsidiary
and to each other owner of capital stock of such Restricted Subsidiary on a pro-rata basis
based on their relative ownership interests);




(b) the Borrower or any Restricted Subsidiary may declare and make Restricted Payments,
payable in the Common Stock of such Person;




(c) the Borrower may declare and make Restricted Payments to its stockholders provided
that no Default or Event of Default exists at the time of the declaration thereof or would
result therefrom; and




(d) the Borrower may declare and make Restricted Payments to effect the Spin-Off.



SECTION 6.07. Investments in Unrestricted Subsidiaries. The Borrower will not, and
will not permit any Restricted Subsidiary to, make Investments in Unrestricted Subsidiaries in an
aggregate amount outstanding at any time in excess of $100,000,000 for all such Unrestricted
Subsidiaries.



SECTION 6.08. Limitations on Upstreaming. The Borrower will not, and will not permit
any Restricted Subsidiary to, directly or indirectly agree to any restriction or limitation on the
making of Restricted Payments by a Restricted Subsidiary, the repaying of loans or advances owing
by a Restricted Subsidiary to the Borrower or any other Restricted Subsidiary or the transferring
of assets from any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary, except
(a) restrictions and limitations imposed by Laws or by the Loan Documents, (b) customary
restrictions and limitations contained in agreements relating to the disposition of a Restricted
Subsidiary or its assets that is permitted hereunder and (c) any other restrictions that could not
reasonably be expected to impair the Borrower’s ability to repay the obligations hereunder as and
when due.



SECTION 6.09. Transactions with Affiliates. The Borrower will not, and will not
permit any Restricted Subsidiary to, enter into any transaction of any kind with any Affiliate of
the Borrower (other than the Borrower or a Restricted Subsidiary), other than upon fair and
reasonable terms as could reasonably be obtained in an arms-length transaction with a Person that
is not an Affiliate in accordance with prevailing industry customs and practices.



SECTION 6.10. Total Debt to EBITDA Ratio. The Borrower will not permit the ratio of
Adjusted Total Debt as of the last day of any fiscal quarter to Consolidated EBITDA for the period
of four consecutive fiscal quarters ended on such last day to be more than 3.50 to 1.00.



ARTICLE VII




Events of Default




If any of the following events (“Events of Default”) shall occur:




(a) the Borrower shall fail to pay any principal of any Loan or any reimbursement
obligation in respect of any LC Disbursement when and as the same shall become due and
payable, whether at the due date thereof or at a date fixed for prepayment thereof or
otherwise;




(b) the Borrower shall fail to pay any interest on any Loan or any fee or any other
amount (other than an amount referred to in clause (a) of this Article) payable under this
Agreement, when and as the same shall become due and payable, and such failure shall
continue unremedied for a period of five Business Days;




(c) any representation or warranty made or deemed made by or on behalf of the Borrower
or any Subsidiary in this Agreement or any amendment or modification hereof or waiver
hereunder, or in any report, certificate, financial statement or other document furnished
pursuant to or in connection with this Agreement or any amendment or modification hereof or
waiver hereunder, shall prove to have been incorrect in any material respect when made or
deemed made;




(d) the Borrower shall fail to observe or perform any covenant, condition or agreement
contained in Section 5.01(e), 5.05(b) or 5.06 or in Article VI;




(e) the Borrower shall fail to observe or perform any covenant, condition or agreement
contained in this Agreement (other than those specified in clause (a), (b) or (d) of this
Article), and such failure shall continue unremedied for a period of 30 days after notice
thereof from the Administrative Agent to the Borrower (which notice will be given at the
request of any Lender); provided that the 30-day grace period set forth above shall be
reduced by the number of days that any Principal Officer of the Borrower had knowledge of
any applicable failure prior to giving notice thereof to the Administrative Agent and the
Lenders pursuant to Section 5.01(e);




(f) the Borrower or any Material Subsidiary shall fail to make any payment (whether of
principal or interest and regardless of amount) in respect of any Material Debt, when and as
the same shall become due and payable after giving effect to any applicable grace period;




(g) any event or condition occurs that results in any Material Debt becoming due prior
to its scheduled maturity or that enables or permits (with or without the giving of notice,
the lapse of time or both) the holder or holders of any Material Debt or any trustee or
agent on its or their behalf to cause any Material Debt to become due, or to require the
prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity;
provided that this clause (g) shall not apply to secured Debt that becomes due as a
result of the voluntary sale or transfer of the property or assets securing such Debt;
provided, further that no Event of Default under this clause (g) shall occur
unless and until any required notice has been given and/or the period of time has elapsed
with respect to such Material Debt so as to perfect such right to accelerate;




(h) an involuntary proceeding shall be commenced or an involuntary petition shall be
filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower or
any Material Subsidiary or its debts, or of a substantial part of its assets, under any
Debtor Relief Law now or hereafter in effect or (ii) the appointment of a receiver, trustee,
custodian, sequestrator, conservator or similar official for the Borrower or any Material
Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding
or petition shall continue undismissed for 60 days or an order or decree approving or
ordering any of the foregoing shall be entered;




(i) the Borrower or any Material Subsidiary shall (i) voluntarily commence any
proceeding or file any petition seeking liquidation, reorganization or other relief under
any Debtor Relief Law now or hereafter in effect, (ii) consent to the institution of, or
fail to contest in a timely and appropriate manner, any proceeding or petition described in
clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver,
trustee, custodian, sequestrator, conservator or similar official for the Borrower or any
Material Subsidiary or for a substantial part of its assets, (iv) file an answer admitting
the material allegations of a petition filed against it in any such proceeding, (v) make a
general assignment for the benefit of creditors or (vi) take any action for the purpose of
effecting any of the foregoing;




(j) the Borrower or any Material Subsidiary shall become unable, admit in writing its
inability or fail generally to pay its debts as they become due;




(k) one or more judgments for the payment of money (to the extent not covered by
independent third party insurance as to which the insurer does not dispute coverage) in an
aggregate amount in excess of $50,000,000 if rendered against any Material Subsidiary or
$75,000,000 if rendered against the Borrower and the same shall remain undischarged for a
period of 30 consecutive days during which execution shall not be effectively stayed, or any
action shall be legally taken by a judgment creditor to attach or levy upon any assets of
the Borrower or the applicable Subsidiary to enforce any such judgment;




(l) any member of the ERISA Group shall fail to pay, when due, an amount or amounts
aggregating in excess of $50,000,000 which it shall have become liable to pay under Title IV
of ERISA; or notice of intent to terminate a Material Plan shall be filed under Title IV of
ERISA by any member of the ERISA Group, any plan administrator or any combination of the
foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to terminate, to
impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to
cause a trustee to be appointed to administer, any Material Plan; or a condition shall exist
by reason of which the PBGC would be entitled to obtain a decree adjudicating that any
Material Plan must be terminated; or there shall occur a complete or partial withdrawal
from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one
or more multi-employer plans which could cause one or more members of the ERISA Group to
incur a current payment obligation in excess of $50,000,000.




(m) a Change in Control shall occur;



then, and in every such event (other than an event with respect to the Borrower described in clause
(h) or (i) of this Article), and at any time thereafter during the continuance of such event, the
Administrative Agent may, and at the request of the Required Lenders shall, by notice to the
Borrower, take either or both of the following actions, at the same or different
times:  (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately,
and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which
case any principal not so declared to be due and payable may thereafter be declared to be due and
payable), and thereupon the principal of the Loans so declared to be due and payable, together with
accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder,
shall become due and payable immediately, without presentment, demand, protest or other notice of
any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to
the Borrower described in clause (h) or (i) of this Article, the Commitments shall automatically
terminate and the principal of the Loans then outstanding, together with accrued interest thereon
and all fees and other obligations of the Borrower accrued hereunder, shall automatically become
due and payable, without presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrower.



ARTICLE VIII




The Administrative Agent




Each of the Lenders and the Issuing Banks 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.



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.



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 9.02), 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 9.02) or in the absence of its own gross negligence or wilful 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 IV or elsewhere herein, other than to confirm receipt of items
expressly required to be delivered to the Administrative Agent.



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.



The Administrative Agent may perform any and all 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 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.



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, the
Issuing Banks and the Borrower. Upon any such resignation, the Required Lenders shall have the
right, to appoint a successor, such appointment to be subject to the approval of the Borrower at
all times other than during the existence of an Event of Default (which approval of the Borrower
shall not be unreasonably withheld or delayed. If no successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within 30 days after the retiring
Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may,
on behalf of the Lenders and the Issuing Banks, 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 9.03 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.



Any resignation by the Administrative Agent pursuant to this Section shall also constitute its
resignation as Issuing Bank and Swingline Lender. Upon the acceptance of a successor’s appointment
as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all
of the rights, powers, privileges and duties of the retiring Issuing Bank and Swingline Lender, (b)
the retiring Issuing Bank and Swingline Lender shall be discharged from all of their respective
duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing
Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding
at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank
to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of
Credit.



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.



The Syndication Agent, the Joint Bookrunners and Co-Lead Arrangers shall have no duties,
responsibilities or liabilities under this Agreement and the other Loan Documents other than their
duties, responsibilities and liabilities in their capacity as Lenders hereunder.



ARTICLE IX




Miscellaneous




SECTION 9.01. Notices. (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 FMC Technologies, Inc. at 200 East Randolph Drive, Chicago,
Illinois 60601, Attention of Mr. Joseph J. Meyer, Director, Treasury Operations (Telecopy
No. (312) 861-6148);




(ii) if to the Administrative Agent, to JPMorgan Chase Bank, N.A., JPMorgan Loan and
Agency Services, 10 South Dearborn, 7th Floor, Chicago, Illinois 60603-2003, Attention of
Nanette Wilson (Telecopy No. (312) 385-7096), with a copy to JPMorgan Chase Bank, N.A., 712
Main Street, Floor 12, Houston, Texas 77002, Attention of Dianne L. Russell (Telecopy No.
(713) 216-7794);




(iii) if to the Swingline Lender, to JPMorgan Chase Bank, N.A., JPMorgan Loan and
Agency Services, 10 South Dearborn, 7th Floor, Chicago, Illinois 60603-2003, Attention of
Nanette Wilson (Telecopy No. (312) 385-7096), with a copy to JPMorgan Chase Bank, N.A., 712
Main Street, Floor 12, Houston, Texas 77002, Attention of Dianne L. Russell (Telecopy No.
(713) 216-7794); and




(v) if to an Issuing Bank or any other Lender, to it at its address (or telecopy
number) set forth in its Administrative Questionnaire (as previously delivered to the
Borrower).



(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.



SECTION 9.02. Waivers; Amendments. (a)  No failure or delay by the Administrative
Agent, any Issuing Bank or any Lender in exercising any right or power hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. The rights and remedies of
the Administrative Agent, any Issuing Bank and the Lenders hereunder are cumulative and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of
this Agreement or consent to any departure by the Borrower therefrom shall in any event be
effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver
or consent shall be effective only in the specific instance and for the purpose for which given.
Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of
Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative
Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time.



(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except
pursuant to an agreement or agreements in writing entered into by the Borrower and the Required
Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders;
provided that no such agreement shall (i) increase the Commitment of any Lender without
the written consent of such Lender, (ii) reduce the principal amount of any Loan or LC Disbursement
or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written
consent of each Lender affected thereby, (iii) postpone the scheduled date of payment of the
principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable
hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled
date of expiration of any Commitment, without the written consent of each Lender affected thereby,
(iv) change the last sentence of Section 2.09(c) or Section 2.18(b) or (c) in a manner that would
alter the pro rata sharing of Commitment reductions or payments required thereby, without the
written consent of each Lender, or (v) change any of the provisions of this Section or the
definition of “Required Lenders” or any other provision hereof specifying the number or percentage
of Lenders required to waive, amend or modify any rights hereunder or make any determination or
grant any consent hereunder, without the written consent of each Lender; provided
further that no such agreement shall amend, modify or otherwise affect the rights or duties
of the Administrative Agent, any Issuing Bank or the Swingline Lender hereunder without the prior
written consent of the Administrative Agent, such Issuing Bank or the Swingline Lender, as the case
may be.



SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a)  The Borrower shall pay (i) all
reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates,
including the reasonable fees, charges and disbursements of counsel for the Administrative Agent,
in connection with the syndication of the credit facilities provided for herein, the preparation
and administration of this Agreement or any amendments, modifications or waivers of the provisions
hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and
(ii) all out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or any
Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent,
any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in
connection with this Agreement, including its rights under this Section, or in connection with the
Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses
incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of
Credit (which in such case shall be limited to all reasonable fees and disbursements of one law
firm for all Lenders (other than the Administrative Agent) except where (i) conflicts of interest
among one or more Lenders, (ii) the necessity for local counsel, or (iii) other circumstances exist
that cause the Required Lenders to determine in good faith that one law firm cannot represent the
interests of all the Lenders).



(b) The Borrower shall indemnify the Administrative Agent, the Syndication Agent, the Joint
Bookrunners, the Co-Lead Arrangers, each Issuing Bank and each Lender, and each Related Party of
any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and
hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related
expenses, including the out-of-pocket fees, charges and disbursements of any counsel (subject to
the provisions of Section 9.03(a)) for any Indemnitee, incurred by or asserted against any
Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of
this Agreement or any agreement or instrument contemplated hereby, the performance by the parties
hereto of their respective obligations hereunder or the consummation of the Transactions or any
other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the
proceeds therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a
Letter of Credit if the documents presented in connection with such demand do not strictly comply
with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of
Hazardous Materials on or from any property owned or operated by the Borrower or any of its
Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its
Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding
relating to any of the foregoing, whether based on contract, tort or any other theory and
regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall
not, as to any Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses are determined by a court of competent jurisdiction by final and
nonappealable judgment to have resulted from the gross negligence or willful misconduct of such
Indemnitee.



(c) To the extent that the Borrower fails to pay any amount required to be paid by it to the
Administrative Agent, the Syndication Agent, any Joint Bookrunner, any Co-Lead Arranger, any
Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender
severally agrees to pay to such Person such Lender’s Applicable Percentage (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, the Syndication Agent, such Joint Bookrunner, such Co-Lead Arranger, such
Issuing Bank or the Swingline Lender in its capacity as such.



(d) To the extent permitted by applicable Law, neither the Borrower nor any Indemnitee shall
assert, and each hereby waives, any claim against the other, on any theory of liability, for
special, indirect, consequential or punitive damages or lost profits (as opposed to direct or
actual damages) arising out of, in connection with, or as a result of, this Agreement or any
agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the
use of the proceeds thereof.



(e) All amounts due under this Section shall be payable not later than ten Business Days
after written demand therefor.



(f) This Section 9.03 shall not apply to claims for Taxes. The Borrower’s indemnitee
obligation with respect to all Taxes shall be exclusively governed by Section 2.17 of this
Agreement.



SECTION 9.04. Successors and Assigns. (a) The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby (including any Affiliate of JPMorgan Chase Bank, N.A. that issues any
Letter of Credit), 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 Section. 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 (including any Affiliate of JPMorgan Chase Bank, N.A. that issues any Letter of Credit),
Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Banks and
the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.




(b)(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may
assign to one or more Eligible Assignees all or a portion of its rights and obligations
under this Agreement (including all or a portion of its Commitment and the Loans at the time
owing to it).



(ii) Assignments shall be subject to the following additional conditions:




(A) 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 of any Class, 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;




(B) 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 one Class of Commitments
or Loans; 




(C) 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




(D) 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 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.



(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) 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 2.15, 2.16, 2.17 and 9.03). Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this Section 9.04 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 paragraph (c) of this Section.



(iv) 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 and LC Disbursements 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, the Issuing Banks 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, any Issuing Bank and any Lender, at any
reasonable time and from time to time upon reasonable prior notice.



(v) 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
paragraph (b) of this Section and any written consent to such assignment required by paragraph (b)
of this Section, 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
Section 2.05(c), 2.06(d) or (e), 2.07(b), 2.18(d) or 9.03(c), 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.



(c)(i) Any Lender may, without the consent of the Borrower, the Administrative Agent, any
Issuing Bank or the Swingline Lender, 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 (A) such Lender’s obligations under this Agreement shall remain unchanged,
(B) such Lender shall remain solely responsible to the other parties hereto for the performance of
such obligations and (C) the Borrower, the Administrative Agent, the Issuing Banks 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 first proviso to Section 9.02(b) that affects such Participant. Each
Lender making a transfer of a participation to a Participant shall, acting solely as an agent for
the Borrower, maintain a register (the “Participation Register”) to reflect the principal
and interest denoted by such participation and the owner of such participation. No assignment of
the participation shall be recognized except as noted on the Participation Register. Such Lender
shall also collect from such Participant the forms required by Section 2.17(e) or Section 2.17(f),
as applicable. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 to the same extent as
if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this
Section. To the extent permitted by Law, each Participant also shall be entitled to the benefits
of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to
Section 2.18(c) as though it were a Lender.



(ii) A Participant shall not be entitled to receive any greater payment under Section 2.15 or
2.17 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 shall not be entitled to the
benefits of Section 2.17 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
2.17(e), Section 2.17(f) and Section 2.17(h), as applicable, as though it were a Lender.



(d)  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.



SECTION 9.05. Survival. All covenants, agreements, representations and warranties
made by the Borrower herein and in the certificates or other instruments delivered in connection
with or pursuant to this Agreement shall be considered to have been relied upon by the other
parties hereto and shall survive the execution and delivery of this Agreement and the making of any
Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other
party or on its behalf and notwithstanding that the Administrative Agent, any Issuing Bank or any
Lender may have had notice or knowledge of any Default or incorrect representation or warranty at
the time any credit is extended hereunder, and shall continue in full force and effect as long as
the principal of or any accrued interest on any Loan or any fee or any other amount payable under
this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the
Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03
and Article VIII shall survive and remain in full force and effect regardless of the consummation
of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination
of the Letters of Credit and the Commitments or the termination of this Agreement or any provision
hereof.



SECTION 9.06. Counterparts; Integration; Effectiveness. This Agreement may be
executed in counterparts (and by different parties hereto on different counterparts), each of which
shall constitute an original, but all of which when taken together shall constitute a single
contract. This Agreement and any separate letter agreements with respect to fees payable to the
Administrative Agent constitute the entire contract among the parties relating to the subject
matter hereof and supersede any and all previous agreements and understandings, oral or written,
relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall
become effective when it shall have been executed by the Administrative Agent and when the
Administrative Agent shall have received counterparts hereof which, when taken together, bear the
signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns. Delivery of an
executed counterpart of a signature page of this Agreement by telecopy shall be effective as
delivery of a manually executed counterpart of this Agreement.



SECTION 9.07. Severability. Any provision of this Agreement held to be invalid,
illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such invalidity, illegality or unenforceability without affecting the validity, legality
and enforceability of the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.



SECTION 9.08. Right of Setoff. If an Event of Default shall have occurred and be
continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time
to time, to the fullest extent permitted by Law, to set off and apply any and all deposits (general
or special, time or demand, provisional or final) at any time held and other obligations at any
time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against
any of and all the obligations of the Borrower now or hereafter existing under this Agreement held
by such Lender, irrespective of whether or not such Lender shall have made any demand under this
Agreement and although such obligations may be unmatured. The rights of each Lender under this
Section are in addition to other rights and remedies (including other rights of setoff) which such
Lender may have.



SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process. (a) This
Agreement shall be construed in accordance with and governed by the Law of the State of Illinois.



(b)  The Borrower hereby irrevocably and unconditionally submits, for itself and its property,
to the nonexclusive jurisdiction of the courts of the State of Illinois sitting in Chicago or of
the United States for the Northern District of such state, and any appellate court from any
thereof, in any action or proceeding arising out of or relating to this Agreement, or for
recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or proceeding may be heard and
determined in such state or, to the extent permitted by Law, in such Federal court. Each of the
parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive
and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided
by Law. Nothing in this Agreement shall affect any right that the Administrative Agent, any
Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this
Agreement against the Borrower or its properties in the courts of any jurisdiction.



(c)  The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection which it may now or hereafter have to the laying of
venue of any suit, action or proceeding arising out of or relating to this Agreement in any court
expressly referred to in the first sentence of paragraph (b) of this Section. Each of the parties
hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such court.



(d)  Each party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party
to this Agreement to serve process in any other manner permitted by Law.



SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION.



SECTION 9.11. Headings. Article and Section headings and the Table of Contents used
herein are for convenience of reference only, are not part of this Agreement and shall not affect
the construction of, or be taken into consideration in interpreting, this Agreement.



SECTION 9.12. Confidentiality. (a) Each of the Administrative Agent, the Issuing
Banks and the Lenders 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 and that the Person
disclosing Information to any such director, officer, employee or agent shall be liable for any
subsequent disclosure made by any such director, officer, employee or agent), (b) to the extent
requested by any regulatory authority, (c) to the extent required by applicable Laws or regulations
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 the enforcement of rights hereunder, (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 actual or prospective counterparty (or its advisors) to any swap or
derivative transaction relating to the Borrower and its 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 the Administrative Agent, any
Issuing Bank or any Lender on a nonconfidential 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 the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis
prior to disclosure by the Borrower. 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.



(b) EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 9.12(a) 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.



(c) 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 RELATED PARTIES OR THEIR RESPECTIVE 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.



SECTION 9.13. Interest Rate Limitation. Notwithstanding anything herein to the
contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges
and other amounts which are treated as interest on such Loan under applicable Law (collectively the
"Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be
contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance
with applicable Law, the rate of interest payable in respect of such Loan hereunder, together with
all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent
lawful, the interest and Charges that would have been payable in respect of such Loan but were not
payable as a result of the operation of this Section shall be cumulated and the interest and
Charges payable to such Lender in respect of other Loans or periods shall be increased (but not
above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the
Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.



SECTION 9.14. USA PATRIOT Act. Each Lender that is subject to the requirements of the
USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”) hereby
notifies the Borrower that pursuant to the requirements of the Act, it is required to obtain,
verify and record information that identifies the Borrower, which information includes the name and
address of the Borrower and other information that will allow such Lender to identify the Borrower
in accordance with the Act.



2




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




FMC TECHNOLOGIES, INC.




By /s/ Joseph J. Meyer     

Name: Joseph J. Meyer

Title: Director, Treasury Operations




3




JPMORGAN CHASE BANK, N.A., individually and as




Administrative Agent,




By /s/ Helen A. Carr     

Name: Helen A. Carr

Title: Managing Director




4




THE ROYAL BANK OF SCOTLAND plc, individually and as




Syndication Agent,




By /s/ L. Peter Yetman     

Name: L. Peter Yetman

Title: Senior Vice President




5




BANK OF AMERICA, N.A.




By /s/ Shelley A. McGregor     

Name: Shelley A. McGregor

Title: Senior Vice President




6




DNB NOR BANK ASA




By /s/ Jack Sun     

Name: Jack Sun

Title: Vice President





By /s/ Giacomo Landi     

Name: Giacomo Landi

Title: First Vice President




7




THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.




By /s/ Kelton Glasscock     

Name: Kelton Glasscock

Title: Vice President & Manager




8




WELLS FARGO BANK, N.A.




By /s/ Michael W. Nygren     

Name: Michael W. Nygren

Title: Vice President




9




FOKUS BANK ASA




By /s/ Odd-Morten Ramberg     

Name: Odd-Morten Ramberg

Title: Bank Director





By /s/ Gunnar J. Myrvang     

Name: Gunnar J. Myrvang

Title: Assistant Bank Director




10




NATIONAL CITY BANK




By /s/ Jon R. Hinard     

Name: Jon R. Hinard

Title: Senior Vice President




11




THE NORTHERN TRUST COMPANY




By /s/ Lisa McDermott     

Name: Lisa McDermott

Title: Vice President




12




U.S. BANK NATIONAL ASSOCIATION




By /s/ James N. DeVries     

Name: James N. DeVries

Title: Senior Vice President





13