EXECUTION
COPY

    
      
        
          	
                   

                


        

      



    

    


    CREDIT
AGREEMENT

    


    dated as
of

    


    May 7,
2010

    


    among

    


    DENTSPLY
INTERNATIONAL INC.

    


    The
Subsidiary Borrowers Party Hereto

    


    The
Lenders Party Hereto

    


    JPMORGAN
CHASE BANK, N.A.

    as
Administrative Agent

    


    WELLS
FARGO BANK, NATIONAL ASSOCIATION

    as
Syndication Agent

    


    and

    


    CITIBANK,
N.A., BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY

    and
COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES

    as
Co-Documentation Agents

     

      
        

      

       

    

    J.P.
MORGAN SECURITIES INC. and WELLS FARGO SECURITIES, LLC

    as Joint
Bookrunners and Joint Lead Arrangers

    
      
        	
                 

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE OF
CONTENTS

    


    
      
        
          
            
              
                
                  
                    	 
      	
                            Page

                          
	 
      	 
      
	
                            ARTICLE
      I Definitions

                          	
                            1

                          
	 
      	 
      
	
                            SECTION
      1.01. Defined Terms

                          	
                            1

                          
	
                            SECTION
      1.02. Classification of Loans and Borrowings

                          	
                            15

                          
	
                            SECTION
      1.03. Terms Generally

                          	
                            16

                          
	
                            SECTION
      1.04. Accounting Terms; GAAP

                          	
                            16

                          
	
                            SECTION
      1.05. Status of Obligations

                          	
                            16

                          
	 
      	 
      
	
                            ARTICLE
      II The Credits

                          	
                            17

                          
	 
      	 
      
	
                            SECTION
      2.01. Commitments

                          	
                            17

                          
	
                            SECTION
      2.02. Loans and Borrowings

                          	
                            17

                          
	
                            SECTION
      2.03. Requests for Revolving Borrowings

                          	
                            18

                          
	
                            SECTION
      2.04. Determination of Dollar Amounts

                          	
                            18

                          
	
                            SECTION
      2.05. Swingline Loans

                          	
                            19

                          
	
                            SECTION
      2.06. Letters of Credit

                          	
                            20

                          
	
                            SECTION
      2.07. Funding of Borrowings

                          	
                            23

                          
	
                            SECTION
      2.08. Interest Elections

                          	
                            24

                          
	
                            SECTION
      2.09. Termination and Reduction of Commitments

                          	
                            25

                          
	
                            SECTION
      2.10. Repayment of Loans; Evidence of Debt

                          	
                            26

                          
	
                            SECTION
      2.11. Prepayment of Loans.

                          	
                            27

                          
	
                            SECTION
      2.12. Fees

                          	
                            27

                          
	
                            SECTION
      2.13. Interest

                          	
                            28

                          
	
                            SECTION
      2.14. Alternate Rate of Interest

                          	
                            29

                          
	
                            SECTION
      2.15. Increased Costs

                          	
                            29

                          
	
                            SECTION
      2.16. Break Funding Payments

                          	
                            30

                          
	
                            SECTION
      2.17. Taxes

                          	
                            31

                          
	
                            SECTION
      2.18. Payments Generally; Pro Rata Treatment; Sharing of
      Set-offs

                          	
                            32

                          
	
                            SECTION
      2.19. Mitigation Obligations; Replacement of Lenders

                          	
                            34

                          
	
                            SECTION
      2.20. Expansion Option

                          	
                            35

                          
	
                            SECTION
      2.21. [Intentionally Omitted].

                          	
                            36

                          
	
                            SECTION
      2.22. Judgment Currency

                          	
                            36

                          
	
                            SECTION
      2.23. Designation of Subsidiary Borrowers

                          	
                            36

                          
	
                            SECTION
      2.24. Defaulting Lenders

                          	
                            36

                          
	 
      	 
      
	
                            ARTICLE
      III Representations and Warranties

                          	
                            38

                          
	 
      	 
      
	
                            SECTION
      3.01. Representations and Warranties of the Company

                          	
                            38

                          
	 	 
	
                            ARTICLE
      IV Conditions

                          	
                            39

                          
	 	 
	
                            SECTION
      4.01. Effective Date

                          	
                            39

                          
	
                            SECTION
      4.02. Each Credit Event

                          	
                            40

                          
	
                            SECTION
      4.03. Designation of a Subsidiary Borrower

                          	
                            40

                          


                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      Table of
Contents

      (continued)

       

    

    
      
        
          
            
              	 	
                      Page

                    
	 	 
	
                      ARTICLE
      V Affirmative Covenants

                    	
                      41

                    
	 
      	 
      
	
                      SECTION
      5.01. Compliance with Laws, Etc

                    	
                      41

                    
	
                      SECTION
      5.02. Payment of Taxes, Etc

                    	
                      41

                    
	
                      SECTION
      5.03. Maintenance of Insurance

                    	
                      41

                    
	
                      SECTION
      5.04. Preservation of Corporate Existence, Etc

                    	
                      42

                    
	
                      SECTION
      5.05. Visitation Rights

                    	
                      42

                    
	
                      SECTION
      5.06. Keeping of Books

                    	
                      42

                    
	
                      SECTION
      5.07. Maintenance of Properties, Etc

                    	
                      42

                    
	
                      SECTION
      5.08. Transactions with Affiliates

                    	
                      42

                    
	
                      SECTION
      5.09. Reporting Requirements

                    	
                      42

                    
	 
      	 
      
	
                      ARTICLE
      VI Negative Covenants

                    	
                      43

                    
	 
      	 
      
	
                      SECTION
      6.01. Liens, Etc

                    	
                      43

                    
	
                      SECTION
      6.02. Mergers, Etc

                    	
                      44

                    
	
                      SECTION
      6.03. Accounting Changes

                    	
                      44

                    
	
                      SECTION
      6.04. Subsidiary Debt

                    	
                      44

                    
	
                      SECTION
      6.05. Change in Nature of Business

                    	
                      45

                    
	
                      SECTION
      6.06. Financial Covenants

                    	
                      45

                    
	 	 
	
                      ARTICLE
      VII Events of Default

                    	
                      45

                    
	 	 
	
                      SECTION
      7.01.Events of Default

                    	
                      45

                    
	
                      SECTION
      7.02. Actions in Respect of the Letters of Credit upon
    Default

                    	
                      47

                    
	 
      	 
      
	
                      ARTICLE
      VIII The Administrative Agent

                    	
                      47

                    
	 
      	 
      
	
                      ARTICLE
      IX Miscellaneous

                    	
                      49

                    
	 
      	 
      
	
                      SECTION
      9.01. Notices

                    	
                      49

                    
	
                      SECTION
      9.02. Waivers; Amendments

                    	
                      50

                    
	
                      SECTION
      9.03. Expenses; Indemnity; Damage Waiver

                    	
                      52

                    
	
                      SECTION
      9.04. Successors and Assigns

                    	
                      53

                    
	
                      SECTION
      9.05. Survival

                    	
                      56

                    
	
                      SECTION
      9.06. Counterparts; Integration; Effectiveness

                    	
                      56

                    
	
                      SECTION
      9.07. Severability

                    	
                      56

                    
	
                      SECTION
      9.08. Right of Setoff

                    	
                      56

                    
	
                      SECTION
      9.09. Governing Law; Jurisdiction; Consent to Service of
      Process

                    	
                      56

                    
	
                      SECTION
      9.10. WAIVER OF JURY TRIAL

                    	
                      58

                    
	
                      SECTION
      9.11. Headings

                    	
                      58

                    
	
                      SECTION
      9.12. Confidentiality

                    	
                      58

                    
	
                      SECTION
      9.13. USA PATRIOT Act

                    	
                      59

                    
	 
      	 
      
	
                      ARTICLE
      X Company Guarantee

                    	
                      59

                    


            

          

        

      

    

     

    
      
         


      

      
        ii

        
          

        

      

      
         


      

    

     

      Table of
Contents

      (continued)

       

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	 	
                                              Page

                                            
	 	 
	
                                              SCHEDULES:

                                            	 
	 
      	 
      	 
	
                                              Schedule
      2.01

                                            	
                                              —
      Commitments

                                            	 
	
                                              Schedule
      2.02

                                            	
                                              —
      Mandatory Cost

                                            	 
	
                                              Schedule
      6.01

                                            	
                                              —
      Existing Liens

                                            	 
	
                                              Schedule
      6.04

                                            	
                                              —
      Existing Debt

                                            	 
	 
      	 
      	 
	
                                              EXHIBITS:

                                            	 
      	 	 
      	 
	 	 	 	 	 
	
                                              Exhibit
      A

                                            	
                                              —

                                            	 	
                                              Form
      of Assignment and Assumption

                                            	 
	
                                              Exhibit
      B

                                            	
                                              —

                                            	 	
                                              Form
      of Opinion of Borrowers’ Counsel

                                            	 
	
                                              Exhibit
      C

                                            	
                                              —

                                            	 	
                                              Form
      of Increasing Lender Supplement

                                            	 
	
                                              Exhibit
      D

                                            	
                                              —

                                            	 	
                                              Form
      of Augmenting Lender Supplement

                                            	 
	
                                              Exhibit
      E

                                            	
                                              —

                                            	 	
                                              List
      of Closing Documents

                                            	 
	
                                              Exhibit
      F-1

                                            	
                                              —

                                            	 	
                                              Form
      of Borrowing Subsidiary Agreement

                                            	 
	
                                              Exhibit
      F-2

                                            	
                                              —

                                            	 	
                                              Form
      of Borrowing Subsidiary Termination

                                            	 


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        iii

        
          

        

      

      
         


      

    


    CREDIT
AGREEMENT (this “Agreement”) dated as
of May 7, 2010 among DENTSPLY INTERNATIONAL INC., the SUBSIDIARY BORROWERS from
time to time party hereto, the LENDERS from time to time party hereto, JPMORGAN
CHASE BANK, N.A., as Administrative Agent, WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Syndication Agent, and CITIBANK, N.A., BANK OF TOKYO-MITSUBISHI
UFJ TRUST COMPANY and COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as
Co-Documentation Agents.

     

    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 a Loan, or the Loans comprising
such Borrowing, bearing interest at a rate determined by reference to the
Alternate Base Rate.

     

    “Adjusted LIBO Rate”
means, with respect to any Eurocurrency Borrowing for any Interest Period, an
interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%)
equal to the sum of (i) (a) the LIBO Rate for such Interest Period multiplied by
(b) the Statutory Reserve Rate plus, without
duplication and (ii) in the case of Loans by a Lender from its office or branch
in the United Kingdom, the Mandatory Cost.

     

    “Administrative Agent”
means JPMorgan Chase Bank, N.A. (including its branches and affiliates), 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.

     

    “Aggregate Commitment”
means the aggregate of the Commitments of all of the Lenders, as reduced or
increased from time to time pursuant to the terms and conditions
hereof.  As of the Effective Date, the Aggregate Commitment is
$200,000,000.

     

    “Agreed Currencies”
means (i) Dollars, (ii) euro, (iii) Swiss Francs, (iv) Japanese Yen and (v) any
other Foreign Currency agreed to by the Administrative Agent and each of the
Lenders.

     

    “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, (b) the Federal Funds Effective Rate in effect
on such day plus 1⁄2 of 1% and (c) the Adjusted LIBO Rate for a one month
Interest Period on such day (or if such day is not a Business Day, the
immediately preceding Business Day) plus 1%, provided that, for
the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the
rate appearing on Reuters Screen LIBOR01 Page (or on any successor or substitute
page of such page) at approximately 11:00 a.m. London time on such
day.  Any change in the Alternate Base Rate due to a change in the
Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be
effective from and including the effective date of such change in the Prime
Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate,
respectively.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Applicable
Percentage” means, with respect to any Lender, the percentage of the
Aggregate Commitment represented by such Lender’s Commitment; provided that, in the
case of Section 2.24 when a Defaulting Lender shall exist, “Applicable
Percentage” shall mean the percentage of the Aggregate Commitment (disregarding
any Defaulting Lender’s Commitment) 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 and to any Lender’s status
as a Defaulting Lender at the time of determination.

     

    “Applicable Rate”
means, for any day, with respect to any Eurocurrency Revolving Loan or any ABR
Revolving Loan or with respect to the facility fees payable hereunder, as the
case may be, the applicable rate per annum set forth below under the caption
“Eurocurrency Spread”, “ABR Spread” or “Facility Fee Rate”, as the case may be,
based upon the Index Debt Rating applicable on such date:

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 
      	 	
                                      Index Debt Ratings

                                      (Moody’s/S&P):

                                    	 	 	
                                      Eurocurrency

                                      Spread

                                    	 	 	
                                      ABR

                                      Spread

                                    	 	 	
                                      Facility

                                      Fee Rate

                                    	 
	  	 	 	 	 	 	 	 	 	 	 	 	 
	
                                      Category 1:

                                    	 	
                                      A2/A
      or higher

                                    	 	 	 	1.05	%	 	 	0.05	%	 	 	0.20	%
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                      Category 2:

                                    	 	
                                      A3/A-

                                    	 	 	 	1.25	%	 	 	0.25	%	 	 	0.25	%
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                      Category 3:

                                    	 	
                                      Baa1/BBB+

                                    	 	 	 	1.45	%	 	 	0.45	%	 	 	0.30	%
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                      Category 4:

                                    	 	
                                      Baa2/BBB

                                    	 	 	 	1.65	%	 	 	0.65	%	 	 	0.35	%
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                      Category 5:

                                    	 	
                                      Baa3/BBB-

                                    	 	 	 	1.85	%	 	 	0.85	%	 	 	0.40	%
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                      Category 6:

                                    	 	
                                      Ba1/BB+
      or lower

                                    	 	 	 	2.25	%	 	 	1.25	%	 	 	0.50	%


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    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 6; (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 higher 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 higher 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 Company to the Administrative Agent and the Lenders
pursuant to Section 5.09 or otherwise.  Each change in the Applicable
Rate shall apply during the period commencing on the effective date of such
change and ending on the date immediately preceding the effective date of the
next such change.  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 Company 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.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    “Approved Fund” has
the meaning assigned to such term in Section 9.04.

     

    “Assignment and
Assumption” means an assignment and assumption agreement entered into by
a Lender and an assignee (with the consent of any party whose consent is
required by Section 9.04), and accepted by the Administrative Agent, in the form
of Exhibit A or
any other form approved by the Administrative Agent.

     

    “Augmenting Lender”
has the meaning assigned to such term in Section 2.20.

     

    “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.

     

    “Banking Services”
means each and any of the following bank services provided to the Company or any
Subsidiary by any Lender or any of its Affiliates: (a) credit cards for
commercial customers (including, without limitation, commercial credit cards and
purchasing cards), (b) stored value cards and (c) treasury management services
(including, without limitation, controlled disbursement, automated clearinghouse
transactions, return items, overdrafts and interstate depository network
services).

     

    “Banking Services
Agreement” means any agreement entered into by the Company or any
Subsidiary in connection with Banking Services.

     

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

     

    “Borrower” means the
Company or any Subsidiary Borrower.

     

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

     

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

     

    “Borrowing Subsidiary
Agreement” means a Borrowing Subsidiary Agreement substantially in the
form of Exhibit F-1.

     

    “Borrowing Subsidiary
Termination” means a Borrowing Subsidiary Termination substantially in
the form of Exhibit F-2.

     

    “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 Eurocurrency Loan, the term “Business Day” shall
also exclude any day on which banks are not open for dealings in the relevant
Agreed Currency in the London interbank market or the principal financial center
of such Agreed Currency (and, if the Borrowings or LC Disbursements which are
the subject of a borrowing, drawing, payment, reimbursement or rate selection
are denominated in euro, the term “Business Day” shall also exclude any day on
which the TARGET payment system is not open for the settlement of payments in
euro).


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    “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 the Issuing Bank (or,
for purposes of Section 2.15(b), by any lending office of such Lender or by such
Lender’s or the 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-Documentation
Agent” means each of Citibank, N.A., Bank of Tokyo-Mitsubishi UFJ Trust
Company and Commerzbank AG, New York and Grand Cayman Branches in its capacity
as co-documentation agent for the credit facility evidenced by this
Agreement.

     

    “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 or terminated from time to time pursuant to Section 2.09, (b) increased
from time to time pursuant to Section 2.20 and (c) reduced or increased from
time to time 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 or other documentation contemplated hereby
pursuant to which such Lender shall have assumed its Commitment, as
applicable.

     

    “Company” means
DENTSPLY International Inc., a Delaware corporation.

     

    “Computation Date” is
defined in Section 2.04.

     

    “Consignment
Agreements” means, collectively, (i) that certain Consignment Agreement
dated as of February 15, 2002 by and between OMG AG & Co. KG and the
Company, (ii) that certain Consignment Agreement dated as of December 15, 2005
by and between ABN Amro Bank N.V., Australian Branch and the Company, (iii) that
certain Consignment and Forward Contracts Agreement dated as of December 20,
2001 by and between The Bank of Nova Scotia and the Company, (iv) that certain
Consignment Agreement dated as of January 30, 2002 by and between Dresdner Bank
AG, Frankfurt and the Company, (v) that certain Consignment Agreement dated as
of December 20, 2001 by and between JPMorgan Chase Bank and the Company and (vi)
that certain Consignment Agreement dated as of December 20, 2001 by and between
Mitsui & Co., Precious Metals Inc. and the Company, in each case as each may
be amended, restated, supplemented or otherwise modified from time to
time.

     

    “Consolidated” refers
to the consolidation of accounts in accordance with GAAP.

     

    “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.

     

    “Credit Event” means a
Borrowing, the issuance of a Letter of Credit, an LC Disbursement or any of the
foregoing.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    “Debt” of any Person
means, without duplication, (a) all indebtedness of such Person for
borrowed money, (b) all obligations of such Person for the deferred
purchase price of property or services (other than trade payables not overdue by
more than 60 days incurred in the ordinary course of such Person’s
business), (c) all obligations of such Person evidenced by notes, bonds,
debentures or other similar instruments, (d) all obligations of such Person
created or arising under any conditional sale or other title retention agreement
with respect to property acquired by such Person (even though the rights and
remedies of the seller or lender under such agreement in the event of default
are limited to repossession or sale of such property), (e) all obligations
of such Person as lessee under leases that have been or should be, in accordance
with GAAP, recorded as capital leases, (f) all obligations, contingent or
otherwise, of such Person in respect of acceptances, letters of credit or
similar extensions of credit, (g) all obligations of such Person in respect
of Swap Agreements, (h) all Debt of others referred to in clauses (a)
through (g) above or clause (i) below and other payment obligations
(collectively, “Guaranteed Debt”)
guaranteed directly or indirectly in any manner by such Person, or in effect
guaranteed directly or indirectly by such Person through an agreement
(1) to pay or purchase such Guaranteed Debt or to advance or supply funds
for the payment or purchase of such Guaranteed Debt, (2) to purchase, sell
or lease (as lessee or lessor) property, or to purchase or sell services,
primarily for the purpose of enabling the debtor to make payment of such
Guaranteed Debt or to assure the holder of such Guaranteed Debt against loss,
(3) to supply funds to or in any other manner invest in the debtor
(including any agreement to pay for property or services irrespective of whether
such property is received or such services are rendered) or (4) otherwise
to assure a creditor against loss, and (i) all Debt referred to in
clauses (a) through (h) above (including Guaranteed Debt) secured by (or
for which the holder of such Debt has an existing right, contingent or
otherwise, to be secured by) any Lien on property (including, without
limitation, accounts and contract rights) owned by such Person, even though such
Person has not assumed or become liable for the payment of such
Debt.

     

    “Debt for Borrowed
Money” of any Person means all items that, in accordance with GAAP, would
be classified as indebtedness on a Consolidated balance sheet of such Person,
provided that Debt for Borrowed Money of the Company and its Subsidiaries shall
not include Debt incurred in connection with the Consignment Agreements relating
to the consignment of precious metals between the Company and certain
counterparties.

     

    “Default” means any
Event of Default or any event that would constitute an Event of Default but for
the requirement that notice be given or time elapse or both.

     

    “Defaulting Lender”
means any Lender, as determined by the Administrative Agent, that has (a) failed
to fund any portion of its Loans or participations in Letters of Credit or
Swingline Loans within three (3) Business Days of the date required to be funded
by it hereunder, (b) notified the Company, the Administrative Agent, the Issuing
Bank, the Swingline Lender or any Lender in writing that it does not intend to
comply with any of its funding obligations under this Agreement or has made a
public statement to the effect that it does not intend to comply with its
funding obligations under this Agreement or under other agreements in which it
commits to extend credit, (c) failed, within three (3) Business Days after
request by the Administrative Agent, to confirm that it will comply with the
terms of this Agreement relating to its obligations to fund prospective Loans
and participations in then outstanding Letters of Credit and Swingline Loans,
(d) otherwise failed to pay over to the Administrative Agent or any other Lender
any other amount required to be paid by it hereunder within three (3) Business
Days of the date when due, unless the subject of a good faith dispute, or (e)
(i) become or is insolvent or has a parent company that has become or is
insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding,
or has had a receiver, conservator, trustee, administrator, assignee for the
benefit of creditors or similar Person charged with reorganization or
liquidation of its business or custodian, appointed for it, or has taken any
action in furtherance of, or indicating its consent to, approval of or
acquiescence in any such proceeding or appointment or has a parent company that
has become the subject of a bankruptcy or insolvency proceeding, or has had a
receiver, conservator, trustee, administrator, assignee for the benefit of
creditors or similar Person charged with reorganization or liquidation of its
business or custodian appointed for it, or has taken any action in furtherance
of, or indicating its consent to, approval of or acquiescence in any such
proceeding or appointment.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    “Dollar Amount” of any
currency at any date shall mean (i) the amount of such currency if such currency
is Dollars or (ii) the equivalent in such currency of Dollars if such currency
is a Foreign Currency, calculated on the basis of the Exchange Rate for such
currency, on or as of the most recent Computation Date provided for in Section
2.04.

     

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

     

    “Domestic Subsidiary”
means a Subsidiary organized under the laws of a jurisdiction located in the
United States of America.

     

    “Domestic Subsidiary
Borrower” means any Eligible Domestic Subsidiary that becomes a Domestic
Subsidiary Borrower pursuant to Section 2.23 and that has not ceased to be a
Domestic Subsidiary Borrower pursuant to such Section.

     

    “EBITDA” means, for
any period, net income (or net loss) plus the sum of (a) interest expense,
(b) income tax expense, (c) depreciation expense and
(d) amortization expense, in each case determined in accordance with GAAP
for such period.

     

    “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 Domestic
Subsidiary” means any direct or indirect wholly-owned Domestic Subsidiary
that is approved from time to time by the Administrative Agent.

     

    “Eligible Foreign
Subsidiary” means any direct or indirect wholly-owned Foreign Subsidiary
that is approved from time to time by the Administrative Agent.

     

    “Environmental Action”
means any action, suit, demand, demand letter, claim, notice of non-compliance
or violation, notice of liability or potential liability, investigation,
proceeding, consent order or consent agreement relating in any way to any
Environmental Law, Environmental Permit or Hazardous Materials or arising from
alleged injury or threat of injury to health, safety or the environment,
including, without limitation, (a) by any governmental or regulatory
authority for enforcement, cleanup, removal, response, remedial or other actions
or damages and (b) by any governmental or regulatory authority or any third
party for damages, contribution, indemnification, cost recovery, compensation or
injunctive relief.

     

    “Environmental Law”
means any federal, state, local or foreign statute, law, ordinance, rule,
regulation, code, order, judgment, decree or judicial or agency interpretation,
policy or guidance relating to pollution or protection of the environment,
health, safety or natural resources, including, without limitation, those
relating to the use, handling, transportation, treatment, storage, disposal,
release or discharge of Hazardous Materials.

     

    “Environmental
Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or
indemnities), of the Company 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.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    “Environmental Permit”
means any permit, approval, identification number, license or other
authorization required under any Environmental Law.

     

    “Equivalent Amount” of
any currency with respect to any amount of Dollars at any date shall mean the
equivalent in such currency of such amount of Dollars, calculated on the basis
of the Exchange Rate for such other currency at 11:00 a.m., London time, on the
date on or as of which such amount is to be determined.

     

    “ERISA” means the
Employee Retirement Income Security Act of 1974, as amended from time to time,
and the regulations promulgated and rulings issued thereunder.

     

    “ERISA Affiliate”
means any Person that for purposes of Title IV of ERISA is a member of the
Company’s controlled group, or under common control with the Company, within the
meaning of Section 414 of the Code.

     

    “ERISA Event” means
(a) (i) the occurrence of a reportable event, within the meaning of
Section 4043 of ERISA, with respect to any Plan unless the 30-day notice
requirement with respect to such event has been waived by the PBGC, or
(ii) the requirements of subsection (1) of Section 4043(b) of
ERISA (without regard to subsection (2) of such Section) are met with
respect to a contributing sponsor, as defined in Section 4001(a)(13) of
ERISA, of a Plan, and an event described in paragraph (9), (10), (11), (12)
or (13) of Section 4043(c) of ERISA is reasonably expected to occur with
respect to such Plan within the following 30 days; (b) the application
for a minimum funding waiver with respect to a Plan; (c) the provision by
the administrator of any Plan of a notice of intent to terminate such Plan
pursuant to Section 4041(a)(2) of ERISA (including any such notice with
respect to a plan amendment referred to in Section 4041(e) of ERISA);
(d) the cessation of operations at a facility of the Company or any ERISA
Affiliate in the circumstances described in Section 4062(e) of ERISA;
(e) the withdrawal by the Company or any ERISA Affiliate from a Multiple
Employer Plan during a plan year for which it was a substantial employer, as
defined in Section 4001(a)(2) of ERISA; (f) the conditions for the
imposition of a lien under Section 302(f) of ERISA shall have been met with
respect to any Plan; (g) the adoption of an amendment to a Plan requiring
the provision of security to such Plan pursuant to Section 307 of ERISA; or
(h) the institution by the PBGC of proceedings to terminate a Plan pursuant
to Section 4042 of ERISA, or the occurrence of any event or condition
described in Section 4042 of ERISA that constitutes grounds for the
termination of, or the appointment of a trustee to administer, a
Plan.

     

    “EU” means the
European Union.

     

    “euro” and/or “EUR” means the single
currency of the participating member states of the EU.

     

    “Eurocurrency”, when
used in reference to a currency means an Agreed Currency and when used in
reference to any Loan or Borrowing, means that such Loan, or the Loans
comprising such Borrowing, bears interest at a rate determined by reference to
the Adjusted LIBO Rate.

     

    “Eurocurrency Payment
Office” of the Administrative Agent shall mean, for each Foreign
Currency, the office, branch, affiliate or correspondent bank of the
Administrative Agent for such currency as specified from time to time by the
Administrative Agent to the Company and each Lender.

     

    “Event of Default” has
the meaning specified in Section 7.01.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    “Exchange Rate” means,
on any day, with respect to any Foreign Currency, the rate at which such Foreign
Currency may be exchanged into Dollars, as set forth at approximately 11:00
a.m., Local Time, on such date on the Reuters World Currency Page for such
Foreign Currency.   In the event that such rate does not appear
on any Reuters World Currency Page, the Exchange Rate with respect to such
Foreign Currency shall be determined by reference to such other publicly
available service for displaying exchange rates as may be reasonably selected by
the Administrative Agent or, in the event no such service is selected, such
Exchange Rate shall instead be calculated on the basis of the arithmetical mean
of the buy and sell spot rates of exchange of the Administrative Agent for such
Foreign Currency on the London market at 11:00 a.m., Local Time, on such date
for the purchase of Dollars with such Foreign Currency, for delivery two
Business Days later; provided, that if at
the time of any such determination, for any reason, no such spot rate is being
quoted, the Administrative Agent, after consultation with the Company, may use
any reasonable method it deems appropriate to determine such rate, and such
determination shall be conclusive absent manifest error.

     

    “Excluded Taxes”
means, with respect to the Administrative Agent, any Lender, the Issuing Bank or
any other recipient of any payment to be made by or on account of any obligation
of the Company 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, 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 Company is located and (c) in the case of a Foreign
Lender (other than an assignee pursuant to a request by the Company 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) or is attributable to such Foreign Lender’s
failure to comply with Section 2.17(e), 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
Company with respect to such withholding tax pursuant to Section
2.17(a).

     

    “Existing Credit
Agreement” means the Credit Agreement, dated May 9, 2005, among the
Company, the lenders party thereto and Citibank, N.A., as administrative agent,
as amended, restated, supplemented or otherwise modified prior to the Effective
Date.

     

    “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.

     

    “Financial Officer”
means the chief financial officer, principal accounting officer, treasurer or
controller of the Company.

     

    “Foreign Currencies”
means Agreed Currencies other than Dollars.

     

    “Foreign Currency LC
Exposure” means, at any time, the sum of (a) the Dollar Amount of the
aggregate undrawn and unexpired amount of all outstanding Foreign Currency
Letters of Credit at such time plus (b) the aggregate principal Dollar Amount of
all LC Disbursements in respect of Foreign Currency Letters of Credit that have
not yet been reimbursed at such time.

     

    “Foreign Currency Letter of
Credit” means a Letter of Credit denominated in a Foreign
Currency.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    “Foreign Lender” means
any Lender that is organized under the laws of a jurisdiction other than that in
which the Company is located.  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.

     

    “Foreign Subsidiary”
means any Subsidiary which is not a Domestic Subsidiary.

     

    “Foreign Subsidiary
Borrower” means any Eligible Foreign Subsidiary that becomes a Foreign
Subsidiary Borrower pursuant to Section 2.23 and that has not ceased to be a
Foreign Subsidiary Borrower pursuant to such Section.

     

    “GAAP” has the meaning
specified in Section 1.04.

     

    “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.

     

    “Hazardous Materials”
means (a) petroleum and petroleum products, byproducts or breakdown
products, radioactive materials, asbestos-containing materials, polychlorinated
biphenyls and radon gas and (b) any other chemicals, materials or
substances designated, classified or regulated as hazardous or toxic or as a
pollutant or contaminant under any Environmental Law.

     

    “Increasing Lender”
has the meaning assigned to such term in Section 2.20.

     

    “Incremental Term
Loan” has the meaning assigned to such term in Section 2.20.

     

    “Incremental Term Loan
Amendment” has the meaning assigned to such term in Section
2.20.

     

    “Indemnified Taxes”
means Taxes other than Excluded Taxes.

     

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

     

    “Information
Memorandum” means the Confidential Information Memorandum dated April
2010 relating to the Company and the Transactions.

     

    “Interest Election
Request” means a request by the applicable 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 (other than a Swingline
Loan), the last day of each March, June, September and December and the Maturity
Date, (b) with respect to any Eurocurrency 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 Eurocurrency 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 the Maturity Date and (c) with respect to any Swingline Loan, the day that
such Loan is required to be repaid and the Maturity Date.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    “Interest Period”
means with respect to any Eurocurrency Borrowing, the period commencing on the
date of such Borrowing and ending on the numerically corresponding day in the
calendar month that is one, two, three or six months thereafter, as the
applicable Borrower (or the Company on behalf of the applicable Borrower) may
elect; provided, that (i) 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 Eurocurrency 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 (ii) any Interest Period pertaining to a
Eurocurrency 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.

     

    “Issuing Bank” means
JPMorgan Chase Bank, N.A., in its capacity as the issuer of Letters of Credit
hereunder, and its successors in such capacity as provided in Section
2.06(i).  The Issuing Bank may, in its discretion, arrange for one or
more Letters of Credit to be issued by Affiliates of the Issuing Bank, in which
case the term “Issuing Bank” shall include any such Affiliate with respect to
Letters of Credit issued by such Affiliate.

     

    “Japanese Yen” means
the lawful currency of Japan.

     

    “LC Collateral
Account” has the meaning assigned to such term in Section
2.06(j).

     

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

     

    “LC Exposure” means,
at any time, the sum of (a) the aggregate undrawn Dollar Amount of all
outstanding Letters of Credit at such time plus (b) the aggregate Dollar Amount
of all LC Disbursements that have not yet been reimbursed by or on behalf of the
Company 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 Lender hereunder pursuant to Section 2.20
or 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 pursuant to this Agreement.

     

    “LIBO Rate” means,
with respect to any Eurocurrency Borrowing for any Interest Period, the rate
appearing on, in the case of Dollars, Reuters Screen LIBOR01 Page and, in the
case of any Foreign Currency, the appropriate page of such service which
displays British Bankers Association Interest Settlement Rates for deposits in
such Foreign Currency (or, in each case, 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 deposits in the relevant
Agreed Currency in the London interbank market) at approximately 11:00 a.m.,
London time, two (2) Business Days prior to (or, in the case of Loans
denominated in Pounds Sterling, on the day of) the commencement of such Interest
Period, as the rate for deposits in the relevant Agreed Currency 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 Eurocurrency Borrowing for such Interest Period shall be the
rate at which deposits in the relevant Agreed Currency in an Equivalent Amount
of $5,000,000 and for a maturity comparable to such Interest Period are offered
by the principal London office of the Administrative Agent in immediately
available funds in the London interbank market at approximately 11:00 a.m.,
London time, two (2) Business Days prior to (or, in the case of Loans
denominated in Pounds Sterling, on the day of) the commencement of such Interest
Period.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    “Lien” means any lien,
security interest or other charge or encumbrance of any kind, or any other type
of preferential arrangement, including, without limitation, the lien or retained
security title of a conditional vendor and any easement, right of way or other
encumbrance on title to real property.

     

    “Loan Documents” means
this Agreement, each Borrowing Subsidiary Agreement, each Borrowing Subsidiary
Termination, any Notes, any Letter of Credit applications and any and all other
agreements, instruments, documents and certificates identified in Section 4.01
executed and delivered to, or in favor of, the Administrative Agent or any
Lenders and including all other pledges, powers of attorney, consents,
assignments, contracts, notices, letter of credit agreements and all other
written matter whether heretofore, now or hereafter executed by or on behalf of
any Borrower, or any employee of any Borrower, and delivered to the
Administrative Agent or any Lender in connection with the Agreement or the
transactions contemplated thereby.  Any reference in the Agreement or
any other Loan Document to a Loan Document shall include all appendices,
exhibits or schedules thereto, and all amendments, restatements, supplements or
other modifications thereto, and shall refer to the Agreement or such Loan
Document as the same may be in effect at any and all times such reference
becomes operative.

     

    “Loans” means the
loans made by the Lenders to the Borrowers pursuant to this
Agreement.

     

    “Local Time” means (i)
New York City time in the case of a Loan, Borrowing or LC Disbursement
denominated in Dollars and (ii) local time in the case of a Loan, Borrowing or
LC Disbursement denominated in a Foreign Currency (it being understood that such
local time shall mean London, England time unless otherwise notified by the
Administrative Agent).

     

    “Mandatory Cost” is
described in Schedule
2.02.

     

    “Material Adverse
Change” means any material adverse change in the business, financial
condition or operations of the Company or the Company and its Subsidiaries taken
as a whole.

     

    “Material Adverse
Effect” means a material adverse effect on (a) the business, financial
condition or operations of the Company and the Subsidiaries taken as a whole or
(b) the validity or enforceability of this Agreement or any and all other Loan
Documents or the rights or remedies of the Administrative Agent and the Lenders
thereunder.

     

    “Maturity Date” means
May 7, 2013.

     

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

     

    “Multiemployer Plan”
means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to
which the Company or any ERISA Affiliate is making or accruing an obligation to
make contributions, or has within any of the preceding five plan years made or
accrued an obligation to make contributions.

     

    “Multiple Employer
Plan” means a single employer plan, as defined in
Section 4001(a)(15) of ERISA, that (a) is maintained for employees of
the Company or any ERISA Affiliate and at least one Person other than the
Company and the ERISA Affiliates or (b) was so maintained and in respect of
which the Company or any ERISA Affiliate could have liability under
Section 4064 or 4069 of ERISA in the event such plan has been or were to be
terminated.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    “Note” means a
promissory note of a Borrower payable to the order of any Lender, delivered
pursuant to a request made under Section 2.10(e), evidencing the aggregate
indebtedness of such Borrower to such Lender resulting from the Loans made by
such Lender.

     

    “Obligations” means
all unpaid principal of and accrued and unpaid interest on the Loans, all LC
Exposure, all accrued and unpaid fees and all expenses, reimbursements,
indemnities and other obligations and indebtedness (including interest accruing
during the pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding),
obligations and liabilities of any of the Company and its Subsidiaries to any of
the Lenders, the Administrative Agent, the Issuing Bank or any indemnified
party, individually or collectively, existing on the Effective Date or arising
thereafter, direct or indirect, joint or several, absolute or contingent,
matured or unmatured, liquidated or unliquidated, secured or unsecured, arising
by contract, operation of law or otherwise, arising or incurred under this
Agreement or any of the other Loan Documents or to the Lenders or any of their
Affiliates under any Swap Agreement or any Banking Services Agreement or in
respect of any of the Loans made or reimbursement or other obligations incurred
or any of the Letters of Credit or other instruments at any time evidencing any
thereof.

     

    “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 or any other Loan Document.

     

    “Overnight Foreign Currency
Rate” means, for any amount payable in a Foreign Currency, the rate of
interest per annum as determined by the Administrative Agent at which overnight
or weekend deposits in the relevant currency (or if such amount due remains
unpaid for more than three (3) Business Days, then for such other period of time
as the Administrative Agent may elect) for delivery in immediately available and
freely transferable funds would be offered by the Administrative Agent to major
banks in the interbank market upon request of such major banks for the relevant
currency as determined above and in an amount comparable to the unpaid principal
amount of the related Credit Event, plus any taxes, levies, imposts, duties,
deductions, charges or withholdings imposed upon, or charged to, the
Administrative Agent by any relevant correspondent bank in respect of such
amount in such relevant currency.

     

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

     

    “Patriot Act” means
the Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56, signed into law
October 26, 2001, as amended.

     

    “PBGC” means the
Pension Benefit Guaranty Corporation (or any successor).

     

    “Permitted Liens”
means such of the following as to which no enforcement, collection, execution,
levy or foreclosure proceeding shall have been
commenced:  (a) Liens for taxes, assessments and governmental
charges or levies to the extent not required to be paid under Section 5.02
hereof; (b) Liens imposed by law, such as materialmen’s, mechanics’,
carriers’, workmen’s and repairmen’s Liens and other similar Liens arising in
the ordinary course of business securing obligations that are not overdue for a
period of more than 30 days; (c) pledges or deposits to secure
obligations under workers’ compensation laws or similar legislation or to secure
public or statutory obligations; and (d) easements, rights of way and other
encumbrances on title to real property that do not render title to the property
encumbered thereby unmarketable or materially adversely affect the use of such
property for its present purposes.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


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

     

    “Plan” means a Single
Employer Plan or a Multiple Employer Plan.

     

    “Pounds Sterling”
means the lawful currency of the United Kingdom.

     

    “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 principal office in New York
City; each change in the Prime Rate shall be effective from and including the
date such change is publicly announced as being effective.

     

    “Pro Forma Basis”
means, with respect to any event, that the Company is in compliance on a pro forma basis with the
applicable covenant, calculation or requirement herein recomputed as if the
event with respect to which compliance on a Pro Forma Basis is being tested had
occurred on the first day of the four fiscal quarter period most recently ended
on or prior to such date for which financial statements have been delivered
pursuant to Section 5.09.

     

    “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 more than 50% of the sum of the total Revolving Credit
Exposures and unused Commitments at such time.

     

    “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 2.01.

     

    “S&P” means
Standard & Poor’s.

     

    “SEC” means the United
States Securities and Exchange Commission.

     

    “Single Employer Plan”
means a single employer plan, as defined in Section 4001(a)(15) of ERISA,
that (a) is maintained for employees of the Company or any ERISA Affiliate
and no Person other than the Company and the ERISA Affiliates or (b) was so
maintained and in respect of which the Company or any ERISA Affiliate could have
liability under Section 4069 of ERISA in the event such plan has been or
were to be terminated.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    “Solvent” and “Solvency” mean, with
respect to any Person on a particular date, that on such date (a) the fair
value of the property of such Person is greater than the total amount of
liabilities, including, without limitation, contingent liabilities, of such
Person, (b) the present fair salable value of the assets of such Person is
not less than the amount that will be required to pay the probable liability of
such Person on its debts as they become absolute and matured, (c) such
Person does not intend to, and does not believe that it will, incur debts or
liabilities beyond such Person’s ability to pay such debts and liabilities as
they mature and (d) such Person is not engaged in business or a
transaction, and is not about to engage in business or a transaction, for which
such Person’s property would constitute an unreasonably small
capital.  The amount of contingent liabilities at any time shall be
computed as the amount that, in the light of all the facts and circumstances
existing at such time, represents the amount that can reasonably be expected to
become an actual or matured liability.

     

    “Statutory Reserve
Rate” means, with respect to any currency, 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, liquid asset, fees
or similar requirements (including any marginal, special, emergency or
supplemental reserves or other requirements) established by any central bank,
monetary authority, the Board, the Financial Services Authority, the European
Central Bank or other Governmental Authority for any category of deposits or
liabilities customarily used to fund loans in such currency, expressed in the
case of each such requirement as a decimal.  Such reserve, liquid
asset, fees or similar requirements shall, in the case of Dollar denominated
Loans, include those imposed pursuant to Regulation D of the
Board.  Eurocurrency Loans shall be deemed to be subject to such
reserve, liquid asset, fee or similar requirements without benefit of or credit
for proration, exemptions or offsets that may be available from time to time to
any Lender under any applicable law, rule or regulation, including
Regulation D of the Board.  The Statutory Reserve Rate shall be
adjusted automatically on and as of the effective date of any change in any
reserve, liquid asset or similar requirement.

     

    “Subordinated
Indebtedness” means any Debt of the Company or any Subsidiary the payment
of which is subordinated to payment of the obligations under the Loan
Documents.

     

    “subsidiary” of any
Person means any corporation, partnership, joint venture, limited liability
company, trust or estate of which (or in which) more than 50% of (a) the issued
and outstanding capital stock having ordinary voting power to elect a majority
of the Board of Directors of such corporation (irrespective of whether at the
time capital stock of any other class or classes of such corporation shall or
might have voting power upon the occurrence of any contingency), (b) the
interest in the capital or profits of such limited liability company,
partnership or joint venture or (c) the beneficial interest in such trust
or estate is at the time directly or indirectly owned or controlled by such
Person, by such Person and one or more of its other Subsidiaries or by one or
more of such Person’s other subsidiaries.

     

    “Subsidiary” means any
subsidiary of the Company.

     

    “Subsidiary Borrower”
means any Domestic Subsidiary Borrower or any Foreign Subsidiary
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 Company or the Subsidiaries shall be a Swap Agreement.


    
      
         


      

      
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    “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.

     

    “Swiss Francs” means
the lawful currency of Switzerland.

     

    “Syndication Agent”
means Wells Fargo Bank, National Association in its capacity as syndication
agent for the credit facility evidenced by this Agreement.

     

    “TARGET” means the
Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET)
payment system (or, if such payment system ceases to be operative, such other
payment system (if any) reasonably determined by the Administrative Agent
to be a suitable replacement) for the settlement of payments in
euro.

     

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

     

    “Transactions” means
the execution, delivery and performance by the Borrowers of this Agreement and
the other Loan Documents, the borrowing of Loans and other credit extensions,
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.

     

    “Voting Stock” means
capital stock issued by a corporation, or equivalent interests in any other
Person, the holders of which are ordinarily, in the absence of contingencies,
entitled to vote for the election of directors (or persons performing similar
functions) of such Person, even if the right so to vote has been suspended by
the happening of such a contingency.

     

    “Withdrawal Liability”
means liability to a Multiemployer Plan as a result of a complete or partial
withdrawal from such Multiemployer Plan, as such terms are defined in Part I of
Subtitle E of Title IV of ERISA.

     

    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 “Eurocurrency
Loan”) or by Class and Type (e.g., a “Eurocurrency
Revolving Loan”).  Borrowings also may be classified and referred to
by Class (e.g.,
a “Revolving Borrowing”) or by Type (e.g., a “Eurocurrency
Borrowing”) or by Class and Type (e.g., a “Eurocurrency
Revolving Borrowing”).


    
      
         


      

      
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    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”.  The word “law” shall be
construed as referring to all statutes, rules, regulations, codes and other laws
(including official rulings and interpretations thereunder having the force of
law or with which affected Persons customarily comply), and all judgments,
orders and decrees, of all Governmental Authorities.  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, restated,
supplemented or otherwise modified (subject to any restrictions on such
amendments, restatements, supplements or modifications set forth herein), (b)
any definition of or reference to any statute, rule or regulation shall be
construed as referring thereto as from time to time amended, supplemented or
otherwise modified (including by succession of comparable successor laws), (c)
any reference herein to any Person shall be construed to include such Person’s
successors and assigns (subject to any restrictions on assignment set forth
herein) and, in the case of any Governmental Authority, any other Governmental
Authority that shall have succeeded to any or all functions thereof, (d) 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, (e) 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 (f) 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 generally accepted accounting principles consistent with those applied in
the preparation of the financial statements referred to in Section 3.01(e)
(“GAAP”); provided that, if the
Company notifies the Administrative Agent that the Company 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 Company that the Required
Lenders request an amendment to any provision hereof for such purpose),
regardless of whether any such notice is given before or after such change in
GAAP or in the application thereof, then 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.  Notwithstanding
any other provision contained herein, all terms of an accounting or financial
nature used herein shall be construed, and all computations of amounts and
ratios referred to herein shall be made, without giving effect to any election
under Accounting Standards Codification 825-10-25 (previously referred to as
Statement of Financial Accounting Standards 159) (or any other Accounting
Standards Codification or Financial Accounting Standard having a similar result
or effect) to value any Debt or other liabilities of the Company or any
Subsidiary at “fair value”, as defined therein.

    


    SECTION 1.05.  Status of
Obligations.  In the event that the Company or any other
Borrower shall at any time issue or have outstanding any other Subordinated
Indebtedness, the Company shall take or cause such other Borrower to take all
such actions as shall be necessary to cause the Obligations to constitute senior
indebtedness (however denominated) in respect of such Subordinated Indebtedness
and to enable the Administrative Agent and the Lenders to have and exercise any
payment blockage or other remedies available or potentially available to holders
of senior indebtedness under the terms of such Subordinated
Indebtedness.  Without limiting the foregoing, the Obligations are
hereby designated as “senior indebtedness” and as “designated senior
indebtedness” and words of similar import under and in respect of any indenture
or other agreement or instrument under which such other Subordinated
Indebtedness is outstanding and are further given all such other designations as
shall be required under the terms of any such Subordinated Indebtedness in order
that the Lenders may have and exercise any payment blockage or other remedies
available or potentially available to holders of senior indebtedness under the
terms of such Subordinated Indebtedness.


    
      
         


      

      
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    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 Borrowers in Agreed Currencies from time to time during
the Availability Period in an aggregate principal amount that will not result in
(a) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s
Revolving Credit Exposure exceeding such Lender’s Commitment or (b) subject to
Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Revolving
Credit Exposures exceeding the Aggregate Commitment.  Within the
foregoing limits and subject to the terms and conditions set forth herein, the
Borrowers may borrow, prepay and reborrow Revolving Loans.

     

    SECTION 2.02.  Loans and
Borrowings.  (a)  Each Revolving Loan (other than a
Swingline 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.  Any
Swingline Loan shall be made in accordance with the procedures set forth in
Section 2.05.

     

    (b)  Subject
to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR
Loans or Eurocurrency Loans as the relevant Borrower may request in accordance
herewith; provided that each
ABR Loan shall only be made in Dollars and shall only be made to the
Company.  Each Swingline Loan shall be an ABR Loan.  Each
Lender at its option may make any Eurocurrency Loan by causing any domestic or
foreign branch or Affiliate of such Lender to make such Loan (and in the case of
an Affiliate, the provisions of Sections 2.14, 2.15, 2.16 and 2.17 shall apply
to such Affiliate to the same extent as to such Lender); provided that any
exercise of such option shall not affect the obligation of the relevant Borrower
to repay such Loan in accordance with the terms of this Agreement.

     

    (c)  At
the commencement of each Interest Period for any Eurocurrency Revolving
Borrowing, such Borrowing shall be in an aggregate amount that is an integral
multiple of $1,000,000 (or, if such Borrowing is denominated in (i) Japanese
Yen, JPY 100,000,000 or (ii) a Foreign Currency other than Japanese Yen,
1,000,000 units of such currency) and not less than $5,000,000 (or, if such
Borrowing is denominated in (i) Japanese Yen, JPY 500,000,000 or (ii) a Foreign
Currency other than Japanese Yen, 5,000,000 units of such
currency).  At the time that each ABR Revolving Borrowing is made,
such Borrowing shall be in an aggregate amount that is an integral multiple of
$1,000,000 and not less than $5,000,000; provided that an ABR
Revolving Borrowing may be in an aggregate amount that is equal to the entire
unused balance of the Aggregate Commitment 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 $1,000,000 and not less than
$1,000,000.  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 ten (10) Eurocurrency Revolving
Borrowings outstanding.

     

    (d)  Notwithstanding
any other provision of this Agreement, no Borrower shall 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.


    
      
         


      

      
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    SECTION 2.03.  Requests
for Revolving Borrowings.  To request a Revolving Borrowing,
the applicable Borrower, or the Company on behalf of the applicable Borrower,
shall notify the Administrative Agent of such request (a) by irrevocable written
notice (via a written Borrowing Request in a form approved by the Administrative
Agent and signed by the applicable Borrower, or the Company on behalf of the
applicable Borrower, promptly followed by telephonic confirmation of such
request) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m.,
Local Time, three (3) Business Days (in the case of a Eurocurrency Borrowing
denominated in Dollars to the Company) or by irrevocable written notice (via a
written Borrowing Request in a form approved by the Administrative Agent and
signed by such Borrower, or the Company on its behalf)  not later than
four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a
Foreign Currency or a Eurocurrency Borrowing to a Foreign Subsidiary Borrower),
in each case before the date of the proposed Borrowing or (b) by telephone in
the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one
(1) Business Day before the date of the 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
10:00 a.m., 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 a form approved by the
Administrative Agent and signed by the applicable Borrower, or the Company on
behalf of the applicable Borrower.  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 Eurocurrency
Borrowing;

     

    (iv)  in
the case of a Eurocurrency Borrowing, the Agreed Currency and 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 applicable 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, in the case
of a Borrowing denominated in Dollars to the Company, the requested Revolving
Borrowing shall be an ABR Borrowing.  If no Interest Period is
specified with respect to any requested Eurocurrency Revolving Borrowing, then
the relevant 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.  Determination
of Dollar Amounts.  The Administrative Agent will determine the
Dollar Amount of:

     

    (a)  each
Eurocurrency Borrowing as of the date two (2) Business Days prior to the date of
such Borrowing or, if applicable, the date of conversion/continuation of any
Borrowing as a Eurocurrency Borrowing,

     

    (b)  the
LC Exposure as of the date of each request for the issuance, amendment, renewal
or extension of any Letter of Credit, and


    
      
         


      

      
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    (c)  all
outstanding Credit Events on and as of the last Business Day of each calendar
quarter and, during the continuation of an Event of Default, on any other
Business Day elected by the Administrative Agent in its discretion or upon
instruction by the Required Lenders.

     

    Each day
upon or as of which the Administrative Agent determines Dollar Amounts as
described in the preceding clauses (a), (b) and (c) is herein described as a
“Computation Date” with respect to each Credit Event for which a Dollar Amount
is determined on or as of such day.

     

    SECTION 2.05.  Swingline
Loans.  (a)  Subject to the terms and conditions set
forth herein, the Swingline Lender agrees to make Swingline Loans in Dollars to
the Company 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 Dollar Amount of the total Revolving Credit Exposures exceeding the
Aggregate Commitment; 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 Company may borrow, prepay and
reborrow Swingline Loans.

     

    (b)  To
request a Swingline Loan, the Company shall notify the Administrative Agent of
such request by telephone (confirmed by telecopy), not later than 12:00 noon,
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 Company.  The Swingline
Lender shall make each Swingline Loan available to the Company by means of a
credit to the general deposit account of the Company 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 Issuing Bank)
by 3:00 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 10:00 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 Company 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 Company (or other party on behalf of
the Company) 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 Company for any reason.  The purchase
of participations in a Swingline Loan pursuant to this paragraph shall not
relieve the Company of any default in the payment thereof.


    
      
         


      

      
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    SECTION 2.06.  Letters of
Credit.  (a) General.  Subject
to the terms and conditions set forth herein, the Company may request the
issuance of Letters of Credit denominated in Agreed Currencies for its own
account, in a form reasonably acceptable to the Administrative Agent and the
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 Company to, or entered
into by the Company with, the 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 Company shall hand deliver or telecopy (or
transmit by electronic communication, if arrangements for doing so have been
approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent
(reasonably in advance of the requested date of issuance, amendment, renewal or
extension) 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 Agreed Currency applicable thereto, 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 the
Issuing Bank, the Company also shall submit a letter of credit application on
the 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 Company shall be deemed to represent and warrant that),
after giving effect to such issuance, amendment, renewal or extension (i)
subject to Sections 2.04 and 2.11(b), the Dollar Amount of the LC Exposure shall
not exceed $50,000,000 and (ii) subject to Sections 2.04 and 2.11(b), the sum of
the Dollar Amount of the total Revolving Credit Exposures shall not exceed the
Aggregate Commitment.

     

    (c)  Expiration
Date.  Each Letter of Credit shall expire at or prior to the
close of business on the earlier of (i) the date one year after the date of the
issuance of such Letter of Credit (or, in the case of any renewal or extension
thereof, one year after such renewal or extension) and (ii) the date that is
five (5) Business Days prior to the Maturity Date.

     

    (d)  Participations.  By
the issuance of a Letter of Credit (or an amendment to a Letter of Credit
increasing the amount thereof) and without any further action on the part of the
Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Lender, and
each Lender hereby acquires from the Issuing Bank, a participation in such
Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate
Dollar 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 the Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement
made by the Issuing Bank and not reimbursed by the Company on the date due as
provided in paragraph (e) of this Section, or of any reimbursement payment
required to be refunded to the Company 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.


    
      
         


      

      
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    (e)  Reimbursement.  If
the Issuing Bank shall make any LC Disbursement in respect of a Letter of
Credit, the Company shall reimburse such LC Disbursement by paying to the
Administrative Agent in Dollars the Dollar Amount equal to such LC Disbursement,
calculated as of the date the Issuing Bank made such LC Disbursement (or if the
Issuing Bank shall so elect in its sole discretion by notice to the Company, in
such other Agreed Currency which was paid by the Issuing Bank pursuant to such
LC Disbursement in an amount equal to such LC Disbursement) not later than 12:00
noon, Local Time, on the date that such LC Disbursement is made, if the Company
shall have received notice of such LC Disbursement prior to 10:00 a.m., Local
Time, on such date, or, if such notice has not been received by the Company
prior to such time on such date, then not later than 12:00 noon, Local Time, on
the Business Day immediately following the day that the Company receives such
notice, if such notice is not received prior to such time on the day of receipt;
provided that,
if such LC Disbursement is not less than the Dollar Amount of $1,000,000, the
Company 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 Dollar Amount of such LC
Disbursement and, to the extent so financed, the Company’s obligation to make
such payment shall be discharged and replaced by the resulting ABR Revolving
Borrowing or Swingline Loan.  If the Company 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 Company 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 Company, 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 Issuing Bank the amounts so received by it from the
Lenders.  Promptly following receipt by the Administrative Agent of
any payment from the Company pursuant to this paragraph, the Administrative
Agent shall distribute such payment to the Issuing Bank or, to the extent that
Lenders have made payments pursuant to this paragraph to reimburse the Issuing
Bank, then to such Lenders and the Issuing Bank as their interests may
appear.  Any payment made by a Lender pursuant to this paragraph to
reimburse the 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 Company of its obligation to
reimburse such LC Disbursement.  If the Company’s reimbursement of, or
obligation to reimburse, any amounts in any Foreign Currency would subject the
Administrative Agent, the Issuing Bank or any Lender to any stamp duty, ad
valorem charge or similar tax that would not be payable if such reimbursement
were made or required to be made in Dollars, the Company shall, at its option,
either (x) pay the amount of any such tax requested by the Administrative
Agent, the Issuing Bank or the relevant Lender or (y) reimburse each LC
Disbursement made in such Foreign Currency in Dollars, in an amount equal to the
Equivalent Amount, calculated using the applicable exchange rates, on the date
such LC Disbursement is made, of such LC Disbursement.


    
      
         


      

      
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    (f)  Obligations
Absolute.  The Company’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 the 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 Company’s obligations
hereunder.  Neither the Administrative Agent, the Lenders nor the
Issuing Bank, 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 the Issuing Bank; provided that the
foregoing shall not be construed to excuse the Issuing Bank from liability to
the Company to the extent of any direct damages (as opposed to consequential
damages, claims in respect of which are hereby waived by the Company to the
extent permitted by applicable law) suffered by the Company that are caused by
the 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 willful misconduct on the part of the Issuing Bank (as
finally determined by a court of competent jurisdiction), the 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, the
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.  The Issuing Bank shall, promptly following its
receipt thereof, examine all documents purporting to represent a demand for
payment under a Letter of Credit.  The Issuing Bank shall promptly
notify the Administrative Agent and the Company by telephone (confirmed by
telecopy) of such demand for payment and whether the 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 Company of
its obligation to reimburse the Issuing Bank and the Lenders with respect to any
such LC Disbursement.

     

    (h)  Interim
Interest.  If the Issuing Bank shall make any LC Disbursement,
then, unless the Company 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 Company reimburses such LC Disbursement, at
the rate per annum then applicable to ABR Revolving Loans (or in the case such
LC Disbursement is denominated in a Foreign Currency, at the Overnight Foreign
Currency Rate for such Agreed Currency plus the then
effective Applicable Rate with respect to Eurocurrency Revolving Loans); provided that, if the
Company fails to reimburse such LC Disbursement when due pursuant to paragraph
(e) of this Section, then Section 2.13(c) shall apply.  Interest
accrued pursuant to this paragraph shall be for the account of the 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 Issuing Bank shall be
for the account of such Lender to the extent of such payment.

     

    (i)  Replacement of the Issuing
Bank.  The Issuing Bank may be replaced at any time by written
agreement among the Company, the Administrative Agent, the replaced Issuing Bank
and the successor Issuing Bank.  The Administrative Agent shall notify
the Lenders of any such replacement of the Issuing Bank.  At the time
any such replacement shall become effective, the Company shall pay all unpaid
fees accrued for the account of the replaced Issuing Bank pursuant to Section
2.12(b).  From and after the effective date of any such replacement,
(i) the successor Issuing Bank shall have all the rights and obligations of the
Issuing Bank under this Agreement with respect to Letters of Credit to be issued
thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed
to refer to such successor or to any previous Issuing Bank, or to such successor
and all previous Issuing Banks, as the context shall require.  After
the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall
remain a party hereto and shall continue to have all the rights and obligations
of an Issuing Bank under this Agreement with respect to Letters of Credit then
outstanding and issued by it prior to such replacement, but shall not be
required to issue additional Letters of Credit.


    
      
         


      

      
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    (j)  Cash
Collateralization.  If any Event of Default shall occur and be
continuing, on the Business Day that the Company 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 Company shall deposit in an account with the Administrative
Agent, in the name of the Administrative Agent and for the benefit of the
Lenders (the “LC
Collateral Account”), an amount in cash equal to 105% of the Dollar
Amount of the LC Exposure as of such date plus any accrued and unpaid interest
thereon; provided that (i) the
portions of such amount attributable to undrawn Foreign Currency Letters of
Credit or LC Disbursements in a Foreign Currency that the Company is not late in
reimbursing shall be deposited in the applicable Foreign Currencies in the
actual amounts of such undrawn Letters of Credit and LC Disbursements and (ii)
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 Company described in Section 7.01(e).  For the
purposes of this paragraph, the Foreign Currency LC Exposure shall be calculated
using the applicable Exchange Rate on the date notice demanding cash
collateralization is delivered to the Company.  The Company also shall
deposit cash collateral pursuant to this paragraph as and to the extent required
by Section 2.11(b).  Such deposit shall be held by the Administrative
Agent as collateral for the payment and performance of the
Obligations.  The Administrative Agent shall have exclusive dominion
and control, including the exclusive right of withdrawal, over such
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 Company’s risk and expense, such deposits
shall not bear interest.  Interest or profits, if any, on such
investments shall accumulate in such account.  Moneys in such account
shall be applied by the Administrative Agent to reimburse the 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 Company 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.  If the Company is required to
provide an amount of cash collateral hereunder as a result of the occurrence of
an Event of Default, such amount (to the extent not applied as aforesaid) shall
be returned to the Company within three (3) Business Days after all Events of
Default have been cured or waived.

     

    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 (i) in the case of Loans denominated in Dollars to
the Company, by 12:00 noon, New York City time, to the account of the
Administrative Agent most recently designated by it for such purpose by notice
to the Lenders and (ii) in the case of each Loan denominated in a Foreign
Currency or to a Foreign Subsidiary Borrower, by 12:00 noon, Local Time, in the
city of the Administrative Agent’s Eurocurrency Payment Office for such currency
and Borrower and at such Eurocurrency Payment Office for such currency and
Borrower; provided that
Swingline Loans shall be made as provided in Section 2.05.  The
Administrative Agent will make such Loans available to the relevant Borrower by
promptly crediting the amounts so received, in like funds, to (x) an account of
the Company maintained with the Administrative Agent in New York City or Chicago
and designated by the Company in the applicable Borrowing Request, in the case
of Loans denominated in Dollars to the Company and (y) an account of such
Borrower in the relevant jurisdiction and designated by such Borrower in the
applicable Borrowing Request, in the case of Loans denominated in a Foreign
Currency or to a Foreign Subsidiary Borrower; 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
Issuing Bank.


    
      
         


      

      
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    (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 relevant 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 such 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 such
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 (including without limitation the
Overnight Foreign Currency Rate in the case of Loans denominated in a Foreign
Currency) or (ii) in the case of such Borrower, the interest rate applicable to
ABR Loans.  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 Eurocurrency Revolving Borrowing, shall have an initial Interest
Period as specified in such Borrowing Request.  Thereafter, the
relevant Borrower may elect to convert such Borrowing to a different Type or to
continue such Borrowing and, in the case of a Eurocurrency Revolving Borrowing,
may elect Interest Periods therefor, all as provided in this
Section.  A 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, a Borrower, or the Company on its
behalf, shall notify the Administrative Agent of such election (by telephone or
irrevocable written notice in the case of a Borrowing denominated in Dollars or
by irrevocable written notice (via an Interest Election Request in a form
approved by the Administrative Agent and signed by such Borrower, or the Company
on its behalf) in the case of a Borrowing denominated in a Foreign Currency by
the time that a Borrowing Request would be required under Section 2.03 if such
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 a form approved by the Administrative Agent and
signed by the relevant Borrower, or the Company on its
behalf.  Notwithstanding any contrary provision herein, this Section
shall not be construed to permit any Borrower to (i) change the currency of
any Borrowing, (ii) elect an Interest Period for Eurocurrency Loans that
does not comply with Section 2.02(d) or (iii) convert any Borrowing to
a Borrowing of a Type not available under such Borrowing.

     

    (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);


    
      
         


      

      
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    (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 Eurocurrency Borrowing;
and

     

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

     

    If any
such Interest Election Request requests a Eurocurrency Borrowing but does not
specify an Interest Period, then the applicable 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 relevant Borrower fails to deliver a timely Interest Election Request with
respect to a Eurocurrency 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 (i) in the case of a Borrowing
denominated in Dollars borrowed by the Company, such Borrowing shall be
converted to an ABR Borrowing and (ii) in the case of a Borrowing denominated in
a Foreign Currency (or in Dollars by a Foreign Subsidiary Borrower) in respect
of which the applicable Borrower shall have failed to deliver an Interest
Election Request prior to the third (3rd)
Business Day preceding the end of such Interest Period, such Borrowing shall
automatically continue as a Eurocurrency Borrowing in the same Agreed Currency
with an Interest Period of one month unless such Eurocurrency Borrowing is or
was repaid in accordance with Section 2.11.  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 Company, then, so long as an Event of Default is continuing (i) no
outstanding Revolving Borrowing borrowed by the Company or a Domestic Subsidiary
Borrower may be converted to or continued as a Eurocurrency Borrowing, (ii)
unless repaid, each Eurocurrency Revolving Borrowing borrowed by the Company or
a Domestic Subsidiary Borrower shall be converted to an ABR Borrowing (and any
such Eurocurrency Revolving Borrowing in a Foreign Currency shall be
redenominated in Dollars at the time of such conversion) at the end of the
Interest Period applicable thereto and (iii) unless repaid, each Eurocurrency
Revolving Borrowing by a Foreign Subsidiary Borrower shall automatically be
continued as a Eurocurrency Borrowing with an Interest Period of one
month.

     

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

     

    (b)  The
Company 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 Company 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 Dollar
Amount of the sum of the Revolving Credit Exposures would exceed the Aggregate
Commitment.


    
      
         


      

      
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    (c)  The
Company shall notify the Administrative Agent of any election to terminate or
reduce the Commitments under paragraph (b) of this Section at least three (3)
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 Company
pursuant to this Section shall be irrevocable; provided that a
notice of termination of the Commitments delivered by the Company may state that
such notice is conditioned upon the effectiveness of other credit facilities, in
which case such notice may be revoked by the Company (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) Each 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 made to
such  Borrower on the Maturity Date in the currency of such Loan and
(ii) in the case of the Company, to the Swingline Lender the then unpaid
principal amount of each Swingline Loan on the earlier of the Maturity Date and
the first date after such Swingline Loan is made that is the 15th or last
day of a calendar month and is at least two (2) Business Days after such
Swingline Loan is made; provided that on each
date that a Revolving Borrowing is made, the Company 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 each 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, Agreed Currency 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 each 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 any Borrower
to repay the Loans in accordance with the terms of this Agreement.

     

    (e)  Any
Lender may request that Loans made by it to any Borrower be evidenced by a
promissory note.  In such event, the relevant Borrower shall prepare,
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) and in a form approved by the Administrative
Agent.  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 any such promissory note
is a registered note, to such payee and its registered
assigns).


    
      
         


      

      
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    SECTION
2.11.  Prepayment of
Loans.

     

    (a)  Any
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 the
provisions of this Section 2.11(a).  The applicable Borrower, or the
Company on behalf of the applicable 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 Eurocurrency Revolving Borrowing, not later than 11:00 a.m.,
Local Time, three (3) Business Days (in the case of a Eurocurrency Borrowing
denominated in Dollars) or four (4) Business Days (in the case of a Eurocurrency
Borrowing denominated in a Foreign Currency), in each case 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, one (1) Business Day before 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 (i) accrued interest to the extent required by Section
2.13 and (ii) break funding payments pursuant to Section 2.16.

     

    (b)  If
at any time, (i) other than as a result of fluctuations in currency exchange
rates, the sum of the aggregate principal Dollar Amount of all of the Revolving
Credit Exposures (calculated, with respect to those Credit Events denominated in
Foreign Currencies, as of the most recent Computation Date with respect to each
such Credit Event) exceeds the Aggregate Commitment or (ii) solely as a result
of fluctuations in currency exchange rates, the sum of the aggregate principal
Dollar Amount of all of the outstanding Revolving Credit Exposures (so
calculated), as of the most recent Computation Date with respect to each such
Credit Event, exceeds 105% of the Aggregate Commitment, the Borrowers shall in
each case immediately repay Borrowings or cash collateralize LC Exposure in an
account with the Administrative Agent pursuant to Section 2.06(j), as
applicable, in an aggregate principal amount sufficient to cause the aggregate
Dollar Amount of all Revolving Credit Exposures (so calculated) to be less than
or equal to the Aggregate Commitment.

     

    SECTION 2.12.  Fees.  (a)  The
Company 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) during the period from
and including the Effective Date 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).


    
      
         


      

      
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    (b)  The
Company 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 Eurocurrency Revolving Loans on the average daily
Dollar 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 Issuing Bank for its own account a
fronting fee, which shall accrue at the rate of 0.25% per annum on the average
daily Dollar Amount of the LC Exposure (excluding any portion thereof
attributable to unreimbursed LC Disbursements) attributable to Letters of Credit
issued by the Issuing Bank 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 Issuing
Bank’s standard fees and commissions with respect to the issuance, amendment,
cancellation, negotiation, transfer, presentment, renewal or extension of any
Letter of Credit or processing of drawings thereunder.  Unless
otherwise specified above, 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 (3rd)
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 Bank
pursuant to this paragraph shall be payable within ten (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
Company agrees to pay to the Administrative Agent, for its own account, fees
payable in the amounts and at the times separately agreed upon between the
Company and the Administrative Agent.

     

    (d)  All
fees payable hereunder shall be paid on the dates due, in Dollars (except as
otherwise expressly provided in this Section 2.12) and immediately available
funds, to the Administrative Agent (or to the 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 (including each Swingline Loan) shall bear
interest at the Alternate Base Rate plus the Applicable Rate.

     

    (b)  The
Loans comprising each Eurocurrency Borrowing shall bear interest at the Adjusted
LIBO Rate for the Interest Period in effect for such Borrowing plus the
Applicable Rate.

     

    (c)  Notwithstanding
the foregoing, if any principal of or interest on any Loan or any fee or other
amount payable by any 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.

     

    (d)  Accrued
interest on each Revolving Loan shall be payable in arrears on each Interest
Payment Date for such Revolving Loan and upon termination of the Commitments;
provided that
(i) interest accrued pursuant to paragraph (c) 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 Eurocurrency 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.


    
      
         


      

      
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    (e)  All
interest hereunder shall be computed on the basis of a year of 360 days, except
that interest (i) 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 (ii) for Borrowings
denominated in Pounds Sterling shall be computed on the basis of a year of 365
days, 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 Eurocurrency 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 applicable Borrower and
the Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the applicable 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 Eurocurrency
Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be
repaid on the last day of the then current Interest Period applicable thereto,
(ii) any Eurocurrency Borrowing by a Foreign Subsidiary Borrower that is
requested to be continued shall be repaid on the last day of the then current
Interest Period applicable thereto and (iii) if any Borrowing Request by the
Company or a Domestic Subsidiary Borrower requests a Eurocurrency Revolving
Borrowing in Dollars, such Borrowing shall be made as an ABR Borrowing (and if
any Borrowing  Request requests a Eurocurrency Revolving Borrowing by
a Foreign Subsidiary Borrower or denominated in a Foreign Currency, such
Borrowing Request shall be ineffective); provided that if the
circumstances giving rise to such notice affect only one Type of Borrowings,
then the other Type of Borrowings shall be permitted.

     

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

     

    (i)  impose,
modify or deem applicable any reserve, special deposit, compulsory loan,
insurance charge 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 the Issuing Bank;
or

     

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


    
      
         


      

      
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    and the
result of any of the foregoing shall be to increase the cost to such Lender of
making or maintaining any Eurocurrency Loan or of maintaining its obligation to
make any such Loan (including, without limitation, pursuant to any conversion of
any Borrowing denominated in an Agreed Currency into a Borrowing denominated in
any other Agreed Currency) or to increase the cost to such Lender or the Issuing
Bank of participating in, issuing or maintaining any Letter of Credit
(including, without limitation, pursuant to any conversion of any Borrowing
denominated in an Agreed Currency into a Borrowing denominated in any other
Agreed Currency) or to reduce the amount of any sum received or receivable by
such Lender or the Issuing Bank hereunder, whether of principal, interest or
otherwise (including, without limitation, pursuant to any conversion of any
Borrowing denominated in an Agreed Currency into a Borrowing denominated in any
other Agreed Currency), then the applicable Borrower will pay to such Lender or
the Issuing Bank, as the case may be, such additional amount or amounts as will
compensate such Lender or the Issuing Bank, as the case may be, for such
additional costs incurred or reduction suffered.

     

    (b)  If
any Lender or the 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 the Issuing Bank’s capital or on the capital of such
Lender’s or the 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 the Issuing Bank, to a level
below that which such Lender or the Issuing Bank or such Lender’s or the Issuing
Bank’s holding company could have achieved but for such Change in Law (taking
into consideration such Lender’s or the Issuing Bank’s policies and the policies
of such Lender’s or the Issuing Bank’s holding company with respect to capital
adequacy), then from time to time the applicable Borrower will pay to such
Lender or the Issuing Bank, as the case may be, such additional amount or
amounts as will compensate such Lender or the Issuing Bank or such Lender’s or
the Issuing Bank’s holding company for any such reduction suffered.

     

    (c)  A
certificate of a Lender or the Issuing Bank setting forth the amount or amounts
necessary to compensate such Lender or the 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 Company and shall be conclusive absent manifest
error.  The Company shall pay, or cause the other Borrowers to pay,
such Lender or the Issuing Bank, as the case may be, the amount shown as due on
any such certificate within ten (10) days after receipt thereof.

     

    (d)  Failure
or delay on the part of any Lender or the Issuing Bank to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender’s or the
Issuing Bank’s right to demand such compensation; provided that the
Company shall not be required to compensate a Lender or the Issuing Bank
pursuant to this Section for any increased costs or reductions incurred more
than 270 days prior to the date that such Lender or the Issuing Bank, as the
case may be, notifies the Company of the Change in Law giving rise to such
increased costs or reductions and of such Lender’s or the 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 270-day period referred to above shall be extended to include the
period of retroactive effect thereof.

     

    SECTION 2.16.  Break
Funding Payments.  In the event of (a) the payment of any
principal of any Eurocurrency Loan other than on the last day of an Interest
Period applicable thereto (including as a result of an Event of Default or as a
result of any prepayment pursuant to Section 2.11), (b) the conversion of any
Eurocurrency Loan other than on the last day of the Interest Period applicable
thereto, (c) the failure to borrow, convert, continue or prepay any Eurocurrency
Loan on the date specified in any notice delivered pursuant hereto (regardless
of whether such notice may be revoked under Section 2.11(a) and is revoked in
accordance therewith) or (d) the assignment of any Eurocurrency Loan other than
on the last day of the Interest Period applicable thereto as a result of a
request by the Company pursuant to Section 2.19, then, in any such event, the
Borrowers shall compensate each Lender for the loss, cost and expense
attributable to such event.  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
deposits in the relevant currency of a comparable amount and period from other
banks in the eurocurrency 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 applicable Borrower and shall be
conclusive absent manifest error.  The applicable Borrower shall pay
such Lender the amount shown as due on any such certificate within ten (10) days
after receipt thereof.


    
      
         


      

      
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    SECTION 2.17.  Taxes.  (a)  Any
and all payments by or on account of any obligation of each Borrower hereunder
shall be made free and clear of and without deduction for any Indemnified Taxes
or Other Taxes; provided that if any
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 (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) such Borrower shall make
such deductions and (iii) such Borrower shall pay the full amount deducted to
the relevant Governmental Authority in accordance with applicable
law.

     

    (b)  In
addition, each Borrower shall pay any Other Taxes related to such Borrower and
imposed on or incurred by the Administrative Agent, a Lender or the Issuing Bank
to the relevant Governmental Authority in accordance with applicable
law.

     

    (c)  The
relevant Borrower shall indemnify the Administrative Agent, each Lender and the
Issuing Bank, within ten (10) days after written demand therefor, for the full
amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent,
such Lender or the Issuing Bank, as the case may be, on or with respect to any
payment by or on account of any obligation of such 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.  A certificate as to the
amount of such payment or liability delivered to the Company by a Lender or the
Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a
Lender or the Issuing Bank, shall be conclusive absent manifest
error.

     

    (d)  As
soon as practicable after any payment of Indemnified Taxes or Other Taxes by any
Borrower to a Governmental Authority, such Borrower shall deliver to the
Administrative Agent the original or a certified copy of a 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)  Any
Foreign Lender that is entitled to an exemption from or reduction of withholding
tax under the law of the jurisdiction in which a Borrower is located, or any
treaty to which such jurisdiction is a party, with respect to payments under
this Agreement shall deliver to such Borrower (with a copy to the Administrative
Agent), at the time or times prescribed by applicable law, such properly
completed and executed documentation prescribed by applicable law or reasonably
requested by such Borrower as will permit such payments to be made without
withholding or at a reduced rate.

     

    (f)  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 Borrowers or with respect to which a Borrower has paid
additional amounts pursuant to this Section 2.17, it shall pay over such refund
to such Borrower (but only to the extent of indemnity payments made, or
additional amounts paid, by such 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 such
Borrower, upon the request of the Administrative Agent or such Lender, agrees to
repay the amount paid over to such 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 any Borrower or any other
Person.


    
      
         


      

      
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    SECTION
2.18.  Payments
Generally; Pro Rata Treatment; Sharing of Set-offs.

     

    (a)  Each
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 (i) in the case
of payments denominated in Dollars by the Company, 12:00 noon, New York City
time and (ii) in the case of payments denominated in a Foreign Currency or by a
Foreign Subsidiary Borrower, 12:00 noon, Local Time, in the city of the
Administrative Agent’s Eurocurrency Payment Office for such currency, in each
case 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 (i) in the same currency in
which the applicable Credit Event was made (or where such currency has been
converted to euro, in euro) and (ii) to the Administrative Agent at its offices
at 10 South Dearborn Street, Chicago, Illinois 60603 or, in the case of a Credit
Event denominated in a Foreign Currency or to a Foreign Subsidiary Borrower, the
Administrative Agent’s Eurocurrency Payment Office for such currency, except
payments to be made directly to the 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
denominated in the same currency 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.  Notwithstanding the foregoing provisions of this Section,
if, after the making of any Credit Event in any Foreign Currency, currency
control or exchange regulations are imposed in the country which issues such
currency with the result that the type of currency in which the Credit Event was
made (the “Original
Currency”) no longer exists or any Borrower is not able to make payment
to the Administrative Agent for the account of the Lenders in such Original
Currency, then all payments to be made by such Borrower hereunder in such
currency shall instead be made when due in Dollars in an amount equal to the
Dollar Amount (as of the date of repayment) of such payment due, it being the
intention of the parties hereto that the Borrowers take all risks of the
imposition of any such currency control or exchange regulations.

     

    (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.


    
      
         


      

      
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    (c)  At
the election of the Administrative Agent, all payments of principal, interest,
LC Disbursements, fees, premiums, reimbursable expenses (including, without
limitation, all reimbursement for fees and expenses pursuant to Section 9.03),
and other sums payable under the Loan Documents, may be paid from the proceeds
of Borrowings made hereunder whether made following a request by a Borrower (or
the Company on behalf of a Borrower) pursuant to Section 2.03 or a deemed
request as provided in this Section or may be deducted from any deposit account
of such Borrower maintained with the Administrative Agent.  Each
Borrower hereby irrevocably authorizes (i) the Administrative Agent to make a
Borrowing for the purpose of paying each payment of principal, interest and fees
as it becomes due hereunder or any other amount due under the Loan Documents and
agrees that all such amounts charged shall constitute Loans (including Swingline
Loans) and that all such Borrowings shall be deemed to have been requested
pursuant to Sections 2.03, 2.04 or 2.05, as applicable and (ii) the
Administrative Agent to charge any deposit account of the relevant Borrower
maintained with the Administrative Agent for each payment of principal, interest
and fees as it becomes due hereunder or any other amount due under the Loan
Documents.

     

    (d)  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 any 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 and Swingline Loans to any
assignee or participant, other than to the Company or any Subsidiary or
Affiliate thereof (as to which the provisions of this paragraph shall
apply).  Each 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 such
Borrower rights of set-off and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of such Borrower in the amount
of such participation.

     

    (e)  Unless
the Administrative Agent shall have received notice from the relevant Borrower
prior to the date on which any payment is due to the Administrative Agent for
the account of the Lenders or the Issuing Bank hereunder that such Borrower will
not make such payment, the Administrative Agent may assume that such 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 Bank, as the case
may be, the amount due.  In such event, if such Borrower has not in
fact made such payment, then each of the Lenders or the Issuing Bank, 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 (including without limitation the Overnight Foreign Currency Rate
in the case of Loans denominated in a Foreign Currency).


    
      
         


      

      
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    (f)  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(e) or 9.03(c), then the
Administrative Agent may, in its discretion (notwithstanding any contrary
provision hereof), (i) apply any amounts thereafter received by the
Administrative Agent for the account of such Lender and for the benefit of the
Administrative Agent, the Swingline Lender or the Issuing bank to satisfy such
Lender’s obligations under such Sections until all such unsatisfied obligations
are fully paid and/or (ii) hold any such amounts in a segregated account as cash
collateral for, and application to, any future funding obligations of such
Lender under such Sections; in the case of each of (i) and (ii) above, in any
order as determined by the Administrative Agent in its discretion.

     

    SECTION 2.19.  Mitigation
Obligations; Replacement of Lenders.  (a)  If (i) any
Lender requests compensation under Section 2.15, or (ii) if any 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 (iii) any
Lender becomes a Defaulting Lender, 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 disadvantageous to such Lender.  The Company 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 any 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 becomes a Defaulting Lender, then the Company 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 the Loan Documents to an assignee that shall assume
such obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that (i) the
Company shall have received the prior written consent of the Administrative
Agent (and if a Commitment is being assigned, the Issuing Bank), 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 Company (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 Company to
require such  assignment and delegation cease to
apply.


    
      
         


      

      
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    SECTION 2.20.  Expansion
Option.  The Company may from time to time elect to increase
the Commitments or enter into one or more tranches of term loans (each an “Incremental Term
Loan”), in each case in minimum increments of $15,000,000 so long as,
after giving effect thereto, the aggregate amount of such increases and all such
Incremental Term Loans does not exceed $200,000,000.  The Company may
arrange for any such increase or tranche to be provided by one or more Lenders
(each Lender so agreeing to an increase in its Commitment, or to participate in
such Incremental Term Loans, an “Increasing Lender”),
or by one or more new banks, financial institutions or other entities (each such
new bank, financial institution or other entity, an “Augmenting Lender”),
to increase their existing Commitments, or to participate in such Incremental
Term Loans, or extend Commitments, as the case may be; provided that (i)
each Augmenting Lender, shall be subject to the approval of the Company and the
Administrative Agent and (ii) (x) in the case of an Increasing Lender, the
Company and such Increasing Lender execute an agreement substantially in the
form of Exhibit
C hereto, and (y) in the case of an Augmenting Lender, the Company and
such Augmenting Lender execute an agreement substantially in the form of Exhibit D
hereto.  No consent of any Lender (other than the Lenders
participating in the increase or any Incremental Term Loan) shall be required
for any increase in Commitments or Incremental Term Loan pursuant to this
Section 2.20.  Increases and new Commitments and Incremental Term
Loans created pursuant to this Section 2.20 shall become effective on the date
agreed by the Company, the Administrative Agent and the relevant Increasing
Lenders or Augmenting Lenders and the Administrative Agent shall notify each
Lender thereof.  Notwithstanding the foregoing, no increase in the
Commitments (or in the Commitment of any Lender) or tranche of Incremental Term
Loans shall become effective under this paragraph unless, (i) on the proposed
date of the effectiveness of such increase or Incremental Term Loans, (A) the
conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be
satisfied or waived by the Required Lenders and the Administrative Agent shall
have received a certificate to that effect dated such date and executed by a
Financial Officer of the Company and (B) the Company shall be in compliance (on
a Pro Forma Basis reasonably acceptable to the Administrative Agent) with the
covenants contained in Section 6.06 and (ii) the Administrative Agent shall have
received documents consistent with those delivered on the Effective Date as to
the corporate power and authority of the Borrowers to borrow hereunder after
giving effect to such increase.  On the effective date of any increase
in the Commitments or any Incremental Term Loans being made, (i) each relevant
Increasing Lender and Augmenting Lender shall make available to the
Administrative Agent such amounts in immediately available funds as the
Administrative Agent shall determine, for the benefit of the other Lenders, as
being required in order to cause, after giving effect to such increase and the
use of such amounts to make payments to such other Lenders, each Lender’s
portion of the outstanding Revolving Loans of all the Lenders to equal its
Applicable Percentage of such outstanding Revolving Loans, and (ii) except in
the case of any Incremental Term Loans, the Borrowers shall be deemed to have
repaid and reborrowed all outstanding Revolving Loans as of the date of any
increase in the Commitments (with such reborrowing to consist of the Types of
Revolving Loans, with related Interest Periods if applicable, specified in a
notice delivered by the applicable Borrower, or the Company on behalf of the
applicable Borrower, in accordance with the requirements of Section
2.03).  The deemed payments made pursuant to clause (ii) of the
immediately preceding sentence shall be accompanied by payment of all accrued
interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall
be subject to indemnification by the Borrowers pursuant to the provisions of
Section 2.16 if the deemed payment occurs other than on the last day of the
related Interest Periods.  The Incremental Term Loans (a) shall rank
pari passu in right of payment with the Revolving Loans, (b) shall not mature
earlier than the Maturity Date (but may have amortization prior to such date)
and (c) shall be treated substantially the same as (and in any event no more
favorably than) the Revolving Loans; provided that (i) the
terms and conditions applicable to any tranche of Incremental Term Loans
maturing after the Maturity Date may provide for material additional or
different financial or other covenants or prepayment requirements applicable
only during periods after the Maturity Date and (ii) the Incremental Term Loans
may be priced differently than the Revolving Loans.  Incremental Term
Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan
Amendment”) of this Agreement and, as appropriate, the other Loan
Documents, executed by the Borrowers, each Augmenting Lender participating in
such tranche, if any, and the Administrative Agent.  The Incremental
Term Loan Amendment may, without the consent of any other Lenders, effect such
amendments to this Agreement and the other Loan Documents as may be necessary or
appropriate, in the reasonable opinion of the Administrative Agent, to effect
the provisions of this Section 2.20.


    
      
         


      

      
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    SECTION
2.21.  [Intentionally
Omitted].

    


    SECTION 2.22.  Judgment
Currency.  If for the purposes of obtaining judgment in any
court it is necessary to convert a sum due from any Borrower hereunder in the
currency expressed to be payable herein (the “specified currency”)
into another currency, the parties hereto agree, to the fullest extent that they
may effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Administrative Agent could
purchase the specified currency with such other currency at the Administrative
Agent’s main New York City office on the Business Day preceding that on which
final, non-appealable judgment is given.  The obligations of each
Borrower in respect of any sum due to any Lender or the Administrative Agent
hereunder shall, notwithstanding any judgment in a currency other than the
specified currency, be discharged only to the extent that on the Business Day
following receipt by such Lender or the Administrative Agent (as the case may
be) of any sum adjudged to be so due in such other currency such Lender or the
Administrative Agent (as the case may be) may in accordance with normal,
reasonable banking procedures purchase the specified currency with such other
currency.  If the amount of the specified currency so purchased is
less than the sum originally due to such Lender or the Administrative Agent, as
the case may be, in the specified currency, each Borrower agrees, to the fullest
extent that it may effectively do so, as a separate obligation and
notwithstanding any such judgment, to indemnify such Lender or the
Administrative Agent, as the case may be, against such loss, and if the amount
of the specified currency so purchased exceeds (a) the sum originally due to any
Lender or the Administrative Agent, as the case may be, in the specified
currency and (b) any amounts shared with other Lenders as a result of
allocations of such excess as a disproportionate payment to such Lender under
Section 2.18, such Lender or the Administrative Agent, as the case may be,
agrees to remit such excess to such Borrower.

     

    SECTION 2.23.  Designation
of Subsidiary Borrowers.  The Company may at any time and from
time to time designate any Eligible Domestic Subsidiary as a Domestic Subsidiary
Borrower or any Eligible Foreign Subsidiary as a Foreign Subsidiary Borrower by
delivery to the Administrative Agent of a Borrowing Subsidiary Agreement
executed by such Subsidiary and the Company and the satisfaction of the other
conditions precedent set forth in Section 4.03, and upon such delivery and
satisfaction such Subsidiary shall for all purposes of this Agreement be a
Subsidiary Borrower and a party to this Agreement until the Company shall have
executed and delivered to the Administrative Agent a Borrowing Subsidiary
Termination with respect to such Subsidiary, whereupon such Subsidiary shall
cease to be a Subsidiary Borrower and a party to this
Agreement.  Notwithstanding the preceding sentence, no Borrowing
Subsidiary Termination will become effective as to any Subsidiary Borrower at a
time when any principal of or interest on any Loan to such Borrower shall be
outstanding hereunder, provided that such
Borrowing Subsidiary Termination shall be effective to terminate the right of
such Subsidiary Borrower to make further Borrowings under this
Agreement.  As soon as practicable upon receipt of a Borrowing
Subsidiary Agreement, the Administrative Agent shall furnish a copy thereof to
each Lender.

     

    SECTION 2.24.  Defaulting
Lenders.  Notwithstanding any provision of this Agreement to
the contrary, if any Lender becomes a Defaulting Lender, then the following
provisions shall apply for so long as such Lender is a Defaulting
Lender:

     

    (a)  fees
shall cease to accrue on the unfunded portion of the Commitment of such
Defaulting Lender pursuant to Section 2.12(a);

     

    (b)  the
Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be
included in determining whether all Lenders or the Required Lenders have taken
or may take any action hereunder (including any consent to any amendment or
waiver pursuant to Section 9.02); provided that any waiver, amendment or
modification requiring the consent of all Lenders or each affected Lender which
affects such Defaulting Lender differently than other affected Lenders shall
require the consent of such Defaulting Lender;


    
      
         


      

      
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    (c)  if
any Swingline Exposure or LC Exposure exists at the time a Lender becomes a
Defaulting Lender then:

     

    (i)  all
or any part of such Swingline Exposure and LC Exposure shall be reallocated
among the non-Defaulting Lenders in accordance with their respective Applicable
Percentages  but only to the extent (x) the sum of all non-Defaulting
Lenders’ Revolving Credit Exposures plus such Defaulting Lender’s Swingline
Exposure and LC Exposure does not exceed the total of all non-Defaulting
Lenders’ Commitments and (y) the conditions set forth in Section 4.02 are
satisfied at such time;

     

    (ii)  if
the reallocation described in clause (i) above cannot, or can only partially, be
effected, the Company shall within one (1) Business Day following notice by the
Administrative Agent (x) first, prepay such
Swingline Exposure and (y) second, cash
collateralize such Defaulting Lender’s LC Exposure (after giving effect to any
partial reallocation pursuant to clause (i) above) in accordance with the
procedures set forth in Section 2.06(j) for so long as such LC Exposure is
outstanding;

     

    (iii)  if
the Company cash collateralizes any portion of such Defaulting Lender’s LC
Exposure pursuant to Section 2.24(c), the Company shall not be required to pay
any fees to such Defaulting Lender pursuant to Section 2.12(b) with respect to
such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s
LC Exposure is cash collateralized;

     

    (iv)  if
the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to Section
2.24(c), then the fees payable to the Lenders pursuant to Section 2.12(b) shall
be adjusted in accordance with such non-Defaulting Lenders’ Applicable
Percentages; or

     

    (v)  if
any Defaulting Lender’s LC Exposure is neither cash collateralized nor
reallocated pursuant to Section 2.24(c), then, without prejudice to any rights
or remedies of the Issuing Bank or any Lender hereunder, all facility fees that
otherwise would have been payable to such Defaulting Lender (solely with respect
to the portion of such Defaulting Lender’s Commitment that was utilized by such
LC Exposure) and letter of credit fees payable under Section 2.12(b) with
respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing
Bank until such LC Exposure is cash collateralized and/or reallocated;
and

     

    (d)  so
long as any Lender is a Defaulting Lender, the Swingline Lender shall not be
required to fund any Swingline Loan and the Issuing Bank shall not be required
to issue, amend or increase any Letter of Credit, unless it is satisfied that
the related exposure will be 100% covered by the Commitments of the
non-Defaulting Lenders and/or cash collateral will be provided by the Company in
accordance with Section 2.24(c), and participating interests in any such newly
issued or increased Letter of Credit or newly made Swingline Loan shall be
allocated among non-Defaulting Lenders in a manner consistent with Section
2.24(c)(i) (and Defaulting Lenders shall not participate therein).

     

    In the
event that the Administrative Agent, the Company, the Issuing Bank and the
Swingline Lender each agrees that a Defaulting Lender has adequately remedied
all matters that caused such Lender to be a Defaulting Lender, then the
Swingline Exposure and LC Exposure of the Lenders shall be readjusted to reflect
the inclusion of such Lender’s Commitment and on such date such Lender shall
purchase at par such of the Loans of the other Lenders (other than Swingline
Loans) as the Administrative Agent shall determine may be necessary in order for
such Lender to hold such Loans in accordance with its Applicable
Percentage.


    
      
         


      

      
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    ARTICLE
III

     

    Representations and
Warranties

     

    SECTION
3.01.  Representations and
Warranties of the Company.  The Company represents and warrants
as follows:

     

    (a)  The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware.

     

    (b)  The
execution, delivery and performance by the Company of this Agreement and the
Notes to be delivered by it, and the consummation of the transactions
contemplated hereby, are within the Company’s corporate powers, have been duly
authorized by all necessary corporate action, and do not contravene (i) the
Company’s charter or by-laws or (ii) law or any contractual restriction
binding on or affecting the Company.

     

    (c)  No
authorization or approval or other action by, and no notice to or filing with,
any governmental authority or regulatory body or any other third party is
required for the due execution, delivery and performance by the Company of this
Agreement or the Notes to be delivered by it.

     

    (d)  This
Agreement has been, and each of the Notes to be delivered by it when delivered
hereunder will have been, duly executed and delivered by the
Company.  This Agreement is, and each of the Notes when delivered
hereunder will be, the legal, valid and binding obligation of the Company
enforceable against the Company in accordance with their respective terms,
except as the enforceability thereof may be limited by the effect of any
applicable bankruptcy, insolvency or similar laws affecting creditors’ rights
generally and by general principles of equity.

     

    (e)  The
Consolidated balance sheet of the Company and its Subsidiaries as at
December 31, 2009, and the related Consolidated statements of income and
cash flows of the Company and its Subsidiaries for the fiscal year then ended,
accompanied by an opinion of PricewaterhouseCoopers LLC, independent public
accountants, and the Consolidated balance sheet of the Company and its
Subsidiaries as at March 31, 2010, and the related Consolidated statements
of income and cash flows of the Company and its Subsidiaries for the three
months then ended, duly certified by the chief financial officer, treasurer or
controller of the Company, copies of which have been furnished to each Lender,
fairly present, subject, in the case of said balance sheet as at March 31,
2010, and said statements of income and cash flows for the three months then
ended, to year-end audit adjustments, the Consolidated financial condition of
the Company and its Subsidiaries as at such dates and the Consolidated results
of the operations of the Company and its Subsidiaries for the periods ended on
such dates, all in accordance with generally accepted accounting principles
consistently applied.  Since December 31, 2009, there has been no
Material Adverse Change.

     

    (f)  There
is no pending or, to the knowledge of the Company, threatened action, suit,
investigation, litigation or proceeding, including, without limitation, any
Environmental Action, affecting the Company or any of its Subsidiaries before
any court, governmental agency or arbitrator that (i) could be reasonably
likely to have a Material Adverse Effect or (ii) purports to affect the
legality, validity or enforceability of this Agreement or any Note or the
consummation of the transactions contemplated hereby.

     

    (g)  No
Borrower is engaged in the business of extending credit for the purpose of
purchasing or carrying margin stock (within the meaning of Regulation U
issued by the Board of Governors of the Federal Reserve System), and no proceeds
of any Loan will be used to purchase or carry any margin stock or to extend
credit to others for the purpose of purchasing or carrying any margin
stock.


    
      
         


      

      
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    (h)  No
Borrower is an “investment company”, or a company “controlled” by an “investment
company”, within the meaning of the Investment Company Act of 1940, as
amended.

     

    (i)  Neither
the Information Memorandum nor any other information, exhibit or report
furnished by or on behalf of the Company or any other Borrower to the
Administrative Agent or any Lender in connection with the negotiation and
syndication of this Agreement or pursuant to the terms of this Agreement
contained any untrue statement of a material fact or omitted to state a material
fact necessary to make the statements made therein not misleading.

     

    (j)  Each
Borrower is, individually and together with its subsidiaries,
Solvent.

     

    ARTICLE
IV

     

    Conditions

     

    SECTION 4.01.  Effective
Date.  The obligations of the Lenders to make Loans and of the
Issuing Bank 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 (A) a counterpart of this Agreement signed on behalf of such party or (B)
written evidence satisfactory to the Administrative Agent (which may include
telecopy or electronic 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 a favorable written opinion (addressed
to the Administrative Agent and the Lenders and dated the Effective Date) of
Brian M. Addison, general counsel for the initial Borrowers, substantially in
the form of Exhibit
B, and covering such other matters relating to the initial Borrowers, the
Loan Documents or the Transactions as the Administrative Agent shall reasonably
request.  The Company hereby requests such counsel to deliver such
opinion.

     

    (c)  The
Lenders shall have received (i) satisfactory audited consolidated financial
statements of the Company for the two most recent fiscal years ended prior to
the Effective Date as to which such financial statements are available and (ii)
satisfactory unaudited interim consolidated financial statements of the Company
for each quarterly period ended subsequent to the date of the latest financial
statements delivered pursuant to clause (i) of this paragraph as to which such
financial statements are publicly available.

     

    (d)  The
Administrative Agent shall have received (i) such documents and certificates as
the Administrative Agent or its counsel may reasonably request relating to the
organization, existence and good standing of the initial Borrowers, the
authorization of the Transactions and any other legal matters relating to such
Borrowers, the Loan Documents or the Transactions, all in form and substance
satisfactory to the Administrative Agent and its counsel and as further
described in the list of closing documents attached as Exhibit E and (ii) to
the extent requested by any of the Lenders, all documentation and other
information required by bank regulatory authorities under applicable
“know-your-customer” and anti-money laundering rules and regulations, including
the Patriot Act.


    
      
         


      

      
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    (e)  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
Company, confirming compliance with the conditions set forth in paragraphs (a)
and (b) of Section 4.02.

     

    (f)  The
Administrative Agent shall have received evidence satisfactory to it that the
Existing Credit Agreement shall have been terminated and cancelled and all
indebtedness thereunder shall have been fully repaid (except to the extent being
so repaid with the initial Revolving Loans) and any and all liens thereunder
shall have been terminated.

     

    (g)  The
Administrative Agent shall have received evidence reasonably satisfactory to it
that all governmental and third party approvals necessary or, in the discretion
of the Administrative Agent, advisable in connection with the Transactions and
the continuing operations of the Company and its Subsidiaries have been obtained
and are in full force and effect.

     

    (h)  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 Company hereunder.

     

    The
Administrative Agent shall notify the Company and the Lenders of the Effective
Date, and such notice shall be conclusive and binding.

     

    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 Bank 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 Borrowers  set forth in this
Agreement (except those representations and warranties set forth in the last
sentence of Section 3.01(e)) shall be true and correct 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.

     

    (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.

     

    (c)  No
law or regulation shall prohibit, and no order, judgment or decree of any
Governmental Authority shall enjoin, prohibit or restrain, any Lender from
making the requested Loan or the Issuing Bank or any Lender from issuing,
renewing, extending or increasing the face amount of or participating in the
Letter of Credit requested to be issued, renewed, extended or
increased.

     

    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
Borrowers on the date thereof as to the matters specified in paragraphs (a) and
(b) of this Section.

    


    SECTION 4.03.  Designation
of a Subsidiary Borrower.  The designation of a Subsidiary
Borrower pursuant to Section 2.23 is subject to the condition precedent that the
Company or such proposed Subsidiary Borrower shall have furnished or caused to
be furnished to the Administrative Agent:


    
      
         


      

      
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    (a)  Copies,
certified by the Secretary or Assistant Secretary of such Subsidiary, of its
Board of Directors’ resolutions (and resolutions of other bodies, if any are
deemed necessary by counsel for the Administrative Agent) approving the
Borrowing Subsidiary Agreement and any other Loan Documents to which such
Subsidiary is becoming a party and such documents and certificates as the
Administrative Agent or its counsel may reasonably request relating to the
organization, existence and good standing of such Subsidiary;

     

    (b)  An
incumbency certificate, executed by the Secretary or Assistant Secretary of such
Subsidiary, which shall identify by name and title and bear the signature of the
officers of such Subsidiary authorized to request Borrowings hereunder and sign
the Borrowing Subsidiary Agreement and the other Loan Documents to which such
Subsidiary is becoming a party, upon which certificate the Administrative Agent
and the Lenders shall be entitled to rely until informed of any change in
writing by the Company or such Subsidiary;

     

    (c)  Opinions
of counsel to such Subsidiary, in form and substance reasonably satisfactory to
the Administrative Agent and its counsel, with respect to the laws of its
jurisdiction of organization and such other matters as are reasonably requested
by counsel to the Administrative Agent and addressed to the Administrative Agent
and the Lenders; and

     

    (d)  Any
promissory notes requested by any Lender, and any other instruments and
documents reasonably requested by the Administrative Agent.

     

    ARTICLE
V

     

    Affirmative
Covenants

     

    So long
as any Loan shall remain unpaid, and any Letter of Credit is outstanding or any
Lender shall have any Commitment hereunder, the Company will:

     

    SECTION 5.01.  Compliance
with Laws, Etc.  Comply, and cause each of its Subsidiaries to
comply, in all material respects, with all applicable laws, rules, regulations
and orders, such compliance to include, without limitation, compliance with
ERISA, Environmental Laws and the Patriot Act.

     

    SECTION 5.02.  Payment of
Taxes, Etc.  Pay and discharge, and cause each of its
Subsidiaries to pay and discharge, before the same shall become delinquent,
(i) all taxes, assessments and governmental charges or levies imposed upon
it or upon its property and (ii) all lawful claims that, if unpaid, might
by law become a Lien upon its property; provided, however, that neither the
Company nor any of its Subsidiaries shall be required to pay or discharge any
such tax, assessment, charge or claim that is being contested in good faith and
by proper proceedings and as to which appropriate reserves are being maintained,
unless and until any Lien resulting therefrom attaches to its property and
becomes enforceable against its other creditors.

     

    SECTION 5.03.  Maintenance
of Insurance.  Maintain, and cause each of its Subsidiaries to
maintain, insurance with responsible and reputable insurance companies or
associations in such amounts and covering such risks as is usually carried by
companies engaged in similar businesses and owning similar properties in the
same general areas in which the Company or such Subsidiary operates; provided,
however, that the Company and its Subsidiaries may self-insure to the same
extent as other companies engaged in similar businesses and owning similar
properties in the same general areas in which the Company or such Subsidiary
operates and to the extent consistent with prudent business
practice.


    
      
         


      

      
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    SECTION 5.04.  Preservation
of Corporate Existence, Etc.  Preserve and maintain, and cause
each of its Subsidiaries to preserve and maintain, its corporate existence,
rights (charter and statutory) and franchises; provided, however, that the
Company and its Subsidiaries may consummate any merger or consolidation
permitted under Section 6.02 and provided further that neither the Company
nor any of its Subsidiaries shall be required to maintain corporate existence of
any subsidiary or preserve any right or franchise if the Board of Directors of
the Company or such Subsidiary shall determine that the maintenance or
preservation thereof is no longer desirable in the conduct of the business of
the Company or such Subsidiary, as the case may be, and that the loss thereof is
not disadvantageous in any material respect to the Company, such Subsidiary or
the Lenders.

     

    SECTION 5.05.  Visitation
Rights.  At any reasonable time and from time to time, permit
the Administrative Agent or any of the Lenders or any agents or representatives
thereof, to examine and make copies of and abstracts from the records and books
of account of, and visit the properties of, the Company and any of its
Subsidiaries, and to discuss the affairs, finances and accounts of the Company
and any of its Subsidiaries with any of their officers or directors and with
their independent certified public accountants.

     

    SECTION 5.06.  Keeping of
Books.  Keep, and cause each of its Subsidiaries to keep,
proper books of record and account, in which full and correct entries shall be
made of all financial transactions and the assets and business of the Company
and each such Subsidiary in accordance with generally accepted accounting
principles in effect from time to time.

     

    SECTION 5.07.  Maintenance
of Properties, Etc.  Maintain and preserve, and cause each of
its Subsidiaries to maintain and preserve, all of its properties that are used
or useful in the conduct of its business in good working order and condition,
ordinary wear and tear excepted.

     

    SECTION 5.08.  Transactions
with Affiliates.  Conduct, and cause each of its Subsidiaries
to conduct, all transactions otherwise permitted under this Agreement with any
of their Affiliates on terms that are fair and reasonable and not materially
less favorable to the Company or such Subsidiary than it would obtain in a
comparable arm’s-length transaction with a Person not an Affiliate.

     

    SECTION
5.09.  Reporting
Requirements.  Furnish to the Lenders:

     

    (a)  as
soon as available and in any event within 45 days after the end of each of
the first three quarters of each fiscal year of the Company, the Consolidated
balance sheet of the Company and its Subsidiaries as of the end of such quarter
and Consolidated statements of income and cash flows of the Company and its
Subsidiaries for the period commencing at the end of the previous fiscal year
and ending with the end of such quarter, duly certified (subject to year-end
audit adjustments) by the chief financial officer, treasurer or controller of
the Company as having been prepared in accordance with generally accepted
accounting principles and certificates of the chief financial officer, treasurer
or controller of the Company as to compliance with the terms of this Agreement
and setting forth in reasonable detail the calculations necessary to demonstrate
compliance with Section 6.06, provided that in the event of any change in
generally accepted accounting principles used in the preparation of such
financial statements, the Company shall also provide, if necessary for the
determination of compliance with Section 6.06, a statement of
reconciliation conforming such financial statements to GAAP;


    
      
         


      

      
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    (b)  as
soon as available and in any event within 90 days after the end of each
fiscal year of the Company, a copy of the annual audit report for such year for
the Company and its Subsidiaries, containing the Consolidated balance sheet of
the Company and its Subsidiaries as of the end of such fiscal year and
Consolidated statements of income and cash flows of the Company and its
Subsidiaries for such fiscal year, in each case accompanied by an opinion
acceptable to the Required Lenders by PricewaterhouseCoopers LLC or other
independent public accountants acceptable to the Required Lenders and
certificates of the chief financial officer, treasurer or controller of the
Company as to compliance with the terms of this Agreement and setting forth in
reasonable detail the calculations necessary to demonstrate compliance with
Section 6.06, provided that in the event of any change in generally
accepted accounting principles used in the preparation of such financial
statements, the Company shall also provide, if necessary for the determination
of compliance with Section 6.06, a statement of reconciliation conforming
such financial statements to GAAP;

     

    (c)  as
soon as possible and in any event within five days after the occurrence of each
Default continuing on the date of such statement, a statement of the chief
financial officer, treasurer or controller of the Company setting forth details
of such Default and the action that the Company has taken and proposes to take
with respect thereto;

     

    (d)  promptly
after the sending or filing thereof, copies of all reports that the Company
sends to any of its securityholders, and copies of all reports and registration
statements that the Company or any Subsidiary files with the SEC or any national
securities exchange;

     

    (e)  promptly
after the commencement thereof, notice of all actions and proceedings before any
court, governmental agency or arbitrator affecting the Company or any of its
Subsidiaries of the type described in Section 3.01(f); and

     

    (f)  such
other information respecting the Company or any of its Subsidiaries as any
Lender through the Administrative Agent may from time to time reasonably
request.

     

    ARTICLE
VI

    Negative
Covenants

     

    So long
as any Loan shall remain unpaid, and any Letter of Credit is outstanding or any
Lender shall have any Commitment hereunder, the Company will not:

     

    SECTION 6.01.  Liens,
Etc.  Create or suffer to exist, or permit any of its
Subsidiaries to create or suffer to exist, any Lien on or with respect to any of
its properties, whether now owned or hereafter acquired, or assign, or permit
any of its Subsidiaries to assign, any right to receive income, other
than:

     

    (a)  Permitted
Liens;

     

    (b)  purchase
money Liens upon or in any real property or equipment acquired or held by the
Company or any Subsidiary in the ordinary course of business to secure the
purchase price of such property or equipment or to secure Debt incurred solely
for the purpose of financing the acquisition of such property or equipment, or
Liens existing on such property or equipment at the time of its acquisition
(other than any such Liens created in contemplation of such acquisition that
were not incurred to finance the acquisition of such property) or extensions,
renewals or replacements of any of the foregoing for the same or a lesser
amount, provided, however, that no such Lien shall extend to or cover any
properties of any character other than the real property or equipment being
acquired, and no such extension, renewal or replacement shall extend to or cover
any properties not theretofore subject to the Lien being extended, renewed or
replaced, provided further that the aggregate principal amount of the
indebtedness secured by the Liens referred to in this clause (b) shall not
exceed the amount specified therefor in Section 6.04(c) at any time
outstanding;


    
      
         


      

      
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    (c)  the
Liens existing on the Effective Date and described on Schedule 6.01
hereto;

     

    (d)  Liens
on property of a Person existing at the time such Person is merged into or
consolidated with the Company or any Subsidiary of the Company or becomes a
Subsidiary of the Company; provided that such Liens were not created in
contemplation of such merger, consolidation or acquisition and do not extend to
any assets other than those of the Person so merged into or consolidated with
the Company or such Subsidiary or acquired by the Company or such
Subsidiary;

     

    (e)  other
Liens securing Debt in an aggregate principal amount not to exceed the amount
specified therefor in Section 6.04(d) at any time outstanding;
and

     

    (f)  the
replacement, extension or renewal of any Lien permitted by clauses (c) or
(d) above upon or in the same property theretofore subject thereto or the
replacement, extension or renewal (without increase in the amount or change in
any direct or contingent obligor) of the Debt secured thereby.

     

    SECTION 6.02.  Mergers,
Etc.  Merge or consolidate with or into, or convey, transfer,
lease or otherwise dispose of (whether in one transaction or in a series of
transactions) all or substantially all of its assets (whether now owned or
hereafter acquired) to, any Person, or permit any of its Subsidiaries to do so,
except that any Subsidiary of the Company may merge or consolidate with or into,
or dispose of assets to, any other Subsidiary of the Company, and except that
any Subsidiary of the Company may merge into or dispose of assets to the
Company, provided, in each case, that no Default shall have occurred and be
continuing at the time of such proposed transaction or would result
therefrom.

     

    SECTION 6.03.  Accounting
Changes.  Make or permit, or permit any of its Subsidiaries to
make or permit, any change in accounting policies or reporting practices, except
as required or permitted by generally accepted accounting
principles.

     

    SECTION 6.04.  Subsidiary
Debt.  Permit any of its Subsidiaries to create or suffer to
exist, any Debt other than:

     

    (a)  Debt
owed to the Company or to a wholly owned Subsidiary of the Company or Debt under
this Agreement or the Notes;

     

    (b)  Debt
existing on the Effective Date and described on Schedule 6.04
hereto (the “Existing
Debt”), and any Debt extending the maturity of, or refunding or
refinancing, in whole or in part, the Existing Debt, provided that the principal
amount of such Existing Debt shall not be increased above the principal amount
thereof outstanding immediately prior to such extension, refunding or
refinancing, and the direct and contingent obligors therefor shall not be
changed, as a result of or in connection with such extension, refunding or
refinancing;

     

    (c)  Debt
secured by Liens permitted by Section 6.01(b) aggregating for all of the
Company’s Subsidiaries not more than $50,000,000 at any one time
outstanding;

     

    (d)  Debt
that, in aggregate with all Debt secured by Liens permitted by
Section 6.01(e), does not exceed an amount equal to 15% of Consolidated net
worth of the Company and its Subsidiaries at any one time outstanding;
and

     

    (e)  endorsement
of negotiable instruments for deposit or collection or similar transactions in
the ordinary course of business.


    
      
         


      

      
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    SECTION 6.05.  Change in
Nature of Business.  Make, or permit any of its Subsidiaries to
make, any material change in the nature of the business as carried on by the
Company and its Subsidiaries at the date hereof.

     

    SECTION 6.06.  Financial
Covenants.  So long as any Loan shall remain unpaid, and any
Letter of Credit is outstanding or any Lender shall have any Commitment
hereunder, the Company will:

     

    (a)  Leverage
Ratio.   Maintain a ratio of Consolidated Debt for
Borrowed Money to the sum of Consolidated Debt for Borrowed Money plus
Consolidated net worth of the Company and its Subsidiaries of not greater than
0.55 to 1.00.

     

    (b)  Interest Coverage
Ratio.  Maintain a ratio of Consolidated EBITDA for the period
of four fiscal quarters then ended of the Company and its Subsidiaries to the
sum of interest payable on, and amortization of debt discount in respect of, all
Debt during such period by the Company and its Subsidiaries of not less than 3.5
to 1.0.

     

    ARTICLE
VII

     

    Events of
Default

     

    SECTION
7.01.  If any of the following events (each an “Event of Default”)
shall occur and be continuing:

     

    (a)  The
Company or any other Borrower shall fail to pay any principal of any Loan when
the same becomes due and payable; or the Company or any other Borrower shall
fail to pay any interest on any Loan or make any other payment of fees or other
amounts payable under this Agreement or any Note within five Business Days after
the same becomes due and payable; or

     

    (b)  Any
representation or warranty made by any Borrower herein or by any Borrower (or
any of its officers) in connection with this Agreement or by any Subsidiary
Borrower in the Borrowing Subsidiary Agreement pursuant to which such Subsidiary
Borrower became a Borrower hereunder shall prove to have been incorrect in any
material respect when made; or

     

    (c)  (i)
The Company shall fail to perform or observe any term, covenant or agreement
contained in Sections 5.04, 5.05, 5.08 or 5.09 or Article VI, or
(ii) the Company shall fail to perform or observe any other term, covenant
or agreement contained in this Agreement on its part to be performed or observed
if such failure shall remain unremedied for 10 days after written notice
thereof shall have been given to the Company by the Administrative Agent or any
Lender; or

     

    (d)  The
Company or any of its Subsidiaries shall fail to pay any principal of or premium
or interest on any Debt that is outstanding in a principal or notional amount of
at least $50,000,000 in the aggregate (but excluding Debt outstanding hereunder)
of the Company or such Subsidiary (as the case may be), when the same becomes
due and payable (whether by scheduled maturity, required prepayment,
acceleration, demand or otherwise), and such failure shall continue after the
applicable grace period, if any, specified in the agreement or instrument
relating to such Debt; or any other event shall occur or condition shall exist
under any agreement or instrument relating to any such Debt and shall continue
after the applicable grace period, if any, specified in such agreement or
instrument, if the effect of such event or condition is to accelerate, or to
permit the acceleration of, the maturity of such Debt; or any such Debt shall be
declared to be due and payable, or required to be prepaid or redeemed (other
than by a regularly scheduled required prepayment or redemption), purchased or
defeased, or an offer to prepay, redeem, purchase or defease such Debt shall be
required to be made, in each case prior to the stated maturity thereof;
or


    
      
         


      

      
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    (e)  The
Company or any of its Subsidiaries shall generally not pay its debts as such
debts become due, or shall admit in writing its inability to pay its debts
generally, or shall make a general assignment for the benefit of creditors; or
any proceeding shall be instituted by or against the Company or any of its
Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or seeking
liquidation, winding up, reorganization, arrangement, adjustment, protection,
relief, or composition of it or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking the entry of an
order for relief or the appointment of a receiver, trustee, custodian or other
similar official for it or for any substantial part of its property and, in the
case of any such proceeding instituted against it (but not instituted by it),
either such proceeding shall remain undismissed or unstayed for a period of
30 days, or any of the actions sought in such proceeding (including,
without limitation, the entry of an order for relief against, or the appointment
of a receiver, trustee, custodian or other similar official for, it or for any
substantial part of its property) shall occur; or the Company or any of its
Subsidiaries shall take any corporate action to authorize any of the actions set
forth above in this clause (e); or

     

    (f)  one
or more judgments for the payment of money in an aggregate amount in excess of
$50,000,000 shall be rendered against the Company, any Subsidiary or any
combination thereof and the same shall remain undischarged for a period of
thirty (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 Company or any Subsidiary to enforce any such
judgment; or

     

    (g)  (i)
Any Person or two or more Persons acting in concert shall have acquired
beneficial ownership (within the meaning of Rule 13d-3 of the SEC under the
Securities Exchange Act of 1934, as amended), directly or indirectly, of Voting
Stock of the Company (or other securities convertible into such Voting Stock)
representing 30% or more of the combined voting power of all Voting Stock of the
Company; or (ii) during any period of up to 24 consecutive months,
commencing after the date of this Agreement, individuals who at the beginning of
such 24-month period were directors of the Company shall cease for any reason
(other than due to death or disability) to constitute a majority of the board of
directors of the Company (except to the extent that individuals who at the
beginning of such 24-month period were replaced by individuals (x) elected
by a majority of the remaining members of the board of directors of the Company
or (y) nominated for election by a majority of the remaining members of the
board of directors of the Company and thereafter elected as directors by the
shareholders of the Company); or

     

    (h)  The
Company or any of its ERISA Affiliates shall incur, or shall be reasonably
likely to incur liability in excess of $50,000,000 in the aggregate as a result
of one or more of the following:

     

    (i)  the
occurrence of any ERISA Event;

     

    (ii)  the
partial or complete withdrawal of the Company or any of its ERISA Affiliates
from a Multiemployer Plan; or

     

    (iii)  the
reorganization or termination of a Multiemployer Plan; (1) so long as any
Subsidiary of the Company is a Subsidiary Borrower, any provision of
Article X shall for any reason cease to be valid and binding on or
enforceable against the Company, or the Company shall so state in writing; then,
and in any such event, the Administrative Agent (x) shall at the request,
or may with the consent, of the Required Lenders, by notice to the Borrowers,
declare the obligation of each Lender to make Loans (other than Loans made
pursuant to Section 2.06(e)) and of the Issuing Bank to issue Letters of
Credit to be terminated, whereupon the same shall forthwith terminate, and
(ii) shall at the request, or may with the consent, of the Required
Lenders, by notice to the Borrowers, declare the Loans, all interest thereon and
all other amounts payable under this Agreement to be forthwith due and payable,
whereupon the Loans, all such interest and all such amounts shall become and be
forthwith due and payable, without presentment, demand, protest or further
notice of any kind, all of which are hereby expressly waived by each Borrower;
provided, however, that in the event of an actual or deemed entry of an order
for relief with respect to the Company or any other Borrower under the Federal
Bankruptcy Code, (A) the obligation of each Lender to make Loans (other
than Loans made pursuant to Section 2.06(e)) and of the Issuing Bank to
issue Letters of Credit shall automatically be terminated and (B) the
Loans, all such interest and all such amounts shall automatically become and be
due and payable, without presentment, demand, protest or any notice of any kind,
all of which are hereby expressly waived by each Borrower.


    
      
         


      

      
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    SECTION
7.02.  Actions in Respect of the
Letters of Credit upon Default.  If any Event of Default shall
have occurred and be continuing, the Administrative Agent may with the consent,
or shall at the request, of the Required Lenders, irrespective of whether it is
taking any of the actions described in Section 7.01 or otherwise, make
demand upon the Borrowers to, and forthwith upon such demand the Borrowers will,
(a) pay to the Administrative Agent on behalf of the Lenders in same day
funds at the Administrative Agent’s office designated in such demand, for
deposit in the LC Collateral Account, an amount equal to the aggregate undrawn
Dollar Amount of all Letters of Credit then outstanding or (b) make such
other arrangements in respect of the outstanding Letters of Credit as shall be
acceptable to the Required Lenders and not more disadvantageous to the Borrowers
than clause (a); provided, however, that in the event of an actual or
deemed entry of an order for relief with respect to any Borrower under the
Federal Bankruptcy Code, an amount equal to the aggregate undrawn Dollar Amount
of all outstanding Letters of Credit shall be immediately due and payable to the
Administrative Agent for the account of the Issuing Bank or the Lenders, as
applicable, without notice to or demand upon the Borrowers, which are expressly
waived by each Borrower, to be held in the LC Collateral Account.  If
at any time an Event of Default is continuing the Administrative Agent
determines that any funds held in the LC Collateral Account are subject to any
right or claim of any Person other than the Administrative Agent, the Issuing
Bank or the Lenders or that the total amount of such funds is less than the
aggregate undrawn Dollar Amount of all outstanding Letters of Credit, the
Borrowers will, forthwith upon demand by the Administrative Agent, pay to the
Administrative Agent, as additional funds to be deposited and held in the LC
Collateral Account, an amount equal to the excess of (a) such aggregate undrawn
Dollar Amount over (b) the total amount of funds, if any, then held in the
LC Collateral Account that the Administrative Agent determines to be free and
clear of any such right and claim.  Upon any LC Disbursement, to the
extent funds are on deposit in the LC Collateral Account, such funds shall be
applied to reimburse the Issuing Bank and the Lenders, as applicable, to the
extent permitted by applicable law.  After all such Letters of Credit
shall have expired or been fully drawn upon and all other Obligations of the
Borrowers hereunder and under the Notes shall have been paid in full, the
balance, if any, in such LC Collateral Account shall be returned to the
Borrowers.

     

    ARTICLE
VIII

     

    The Administrative
Agent

     

    Each of
the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative
Agent as its agent and authorizes the Administrative Agent to take such actions
on its behalf, including  execution of the other Loan Documents, and
to exercise such powers as are delegated to the Administrative Agent by the
terms of the Loan Documents, together with such actions and powers as are
reasonably incidental thereto.


    
      
         


      

      
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    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 Company 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 in the Loan Documents.  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 by the Loan Documents
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 in the Loan Documents, 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 Company 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 willful
misconduct.  The Administrative Agent shall be deemed not to have
knowledge of any Default unless and until written notice thereof is given to the
Administrative Agent by the Company 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 any Loan
Document, (ii) the contents of any certificate, report or other document
delivered hereunder or in connection with any Loan Document, (iii) the
performance or observance of any of the covenants, agreements or other terms or
conditions set forth in any Loan Document, (iv) the validity, enforceability,
effectiveness or genuineness of any Loan Document or any other agreement,
instrument or document or (v) the satisfaction of any condition set forth in
Article IV or elsewhere in any Loan Document, 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 Company), 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.


    
      
         


      

      
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    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 Bank and the Company.  Upon any
such resignation, the Required Lenders shall have the right, in consultation
with the Company, to appoint a successor.  If no successor shall have
been so appointed by the Required Lenders and shall have accepted such
appointment within thirty (30) days after the retiring Administrative Agent
gives notice of its resignation, then the retiring Administrative Agent may, on
behalf of the Lenders and the Issuing Bank, 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 any Borrower to a successor Administrative Agent shall be the same as
those payable to its predecessor unless otherwise agreed between such 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.

     

    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 other Loan Document or
any related agreement or any document furnished hereunder or
thereunder.

     

    None of
the Lenders, if any, identified in this Agreement as a Syndication Agent or
Co-Documentation Agent shall have any right, power, obligation, liability,
responsibility or duty under this Agreement other than those applicable to all
Lenders as such.  Without limiting the foregoing, none of such Lenders
shall have or be deemed to have a fiduciary relationship with any
Lender.  Each Lender hereby makes the same acknowledgments with
respect to the relevant Lenders in their respective capacities as Syndication
Agent or Co-Documentation Agents, as applicable, as it makes with respect to the
Administrative Agent in the preceding paragraph.

     

    Except
with respect to the exercise of setoff rights of any Lender, in accordance with
Section 9.08, the proceeds of which are applied in accordance with this
Agreement, each Lender agrees that it will not take any action, nor institute
any actions or proceedings, against any Borrower or with respect to any Loan
Document, without the prior written consent of the Required Lenders or, as may
be provided in this Agreement or the other Loan Documents, with the consent of
the Administrative Agent.

     

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

     

    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:


    
      
         


      

      
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    (i)  if
to any Borrower, to it c/o DENTSPLY International Inc., 221 West Philadelphia
Street, York, Pennsylvania 17405, Attention of Treasurer (Telecopy No. (717)
849-4759); Telephone No. (717) 845-7511);

     

    (ii)  if
to the Administrative Agent, (A) in the case of Borrowings by the Company or any
Domestic Subsidiary Borrower denominated in Dollars, to JPMorgan Chase Bank,
N.A., 10 South Dearborn, 7th Floor,
Chicago, Illinois 60603, Attention of Nan Wilson (Telecopy No. (888) 208-7168)
and (B) in the case of Borrowings by any Foreign Subsidiary Borrower or
Borrowings denominated in Foreign Currencies, to J.P. Morgan Europe Limited, 125
London Wall, London EC2Y 5AJ, Attention of Loan and Agency Nichola Hall
(Telecopy No. 44 207 777 2360), and in each case with a copy to JPMorgan Chase
Bank, N.A., 277 Park Avenue, 23rd Floor,
New York, New York 10172, Attention of James A. Knight (Telecopy No. (646)
534-3081;

     

    (iii)  if
to the Issuing Bank, to it at JPMorgan Chase Bank, N.A., 10 South Dearborn,
7th
Floor, Chicago, Illinois 60603, Attention of Kenyae Mosley (Telecopy No. (312)
732-2729);

     

    (iv)  if
to the Swingline Lender, to it at JPMorgan Chase Bank, N.A., 10 South Dearborn,
7th
Floor, Chicago, Illinois 60603, Attention of Nan Wilson (Telecopy No. (888)
208-7168); and

     

    (v)  if
to any other Lender, to it at its address (or telecopy number) set forth in its
Administrative Questionnaire.

     

    (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 Company 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, the Issuing Bank or any Lender in exercising any right or
power hereunder or under any other Loan Document 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,
the Issuing Bank and the Lenders hereunder and under the other Loan Documents
are cumulative and are not exclusive of any rights or remedies that they would
otherwise have.  No waiver of any provision of any Loan Document or
consent to any departure by any 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 the Issuing Bank may have had notice or
knowledge of such Default at the time.


    
      
         


      

      
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    (b)  Except
as provided in Section 2.20 with respect to an Incremental Term Loan Amendment,
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 Borrowers and the Required Lenders or by the Borrowers 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 directly 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 directly affected thereby, (iv) change Section 2.18(b) or
(d) in a manner that would alter the pro rata sharing of payments required
thereby, without the written consent of each Lender, (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 (it being
understood that, solely with the consent of the parties prescribed by Section
2.20 to be parties to an Incremental Term Loan Amendment, Incremental Term Loans
may be included in the determination of Required Lenders on substantially the
same basis as the Commitments and the Revolving Loans are included on the
Effective Date) or (vi) release the Company from its obligations under Article X
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, the Issuing Bank or the Swingline Lender hereunder without
the prior written consent of the Administrative Agent, the Issuing Bank or the
Swingline Lender, as the case may be.

     

    (c)  Notwithstanding
the foregoing, this Agreement and any other Loan Document may be amended (or
amended and restated) with the written consent of the Required Lenders, the
Administrative Agent and the Borrowers to each relevant Loan Document (x) to add
one or more credit facilities (in addition to the Incremental Term Loans
pursuant to an Incremental Term Loan Amendment) to this Agreement and to permit
extensions of credit from time to time outstanding thereunder and the accrued
interest and fees in respect thereof to share ratably in the benefits of this
Agreement and the other Loan Documents with the Revolving Loans, Incremental
Term Loans and the accrued interest and fees in respect thereof and (y) to
include appropriately the Lenders holding such credit facilities in any
determination of the Required Lenders and Lenders.

     

    (d)  If,
in connection with any proposed amendment, waiver or consent requiring the
consent of “each Lender” or “each Lender directly affected thereby,” the consent
of the Required Lenders is obtained, but the consent of other necessary Lenders
is not obtained (any such Lender whose consent is necessary but not obtained
being referred to herein as a “Non-Consenting
Lender”), then the Company may elect to replace a Non-Consenting Lender
as a Lender party to this Agreement, provided that, concurrently with such
replacement, (i) another bank or other entity which is reasonably satisfactory
to the Company and the Administrative Agent shall agree, as of such date, to
purchase for cash the Loans and other Obligations due to the Non-Consenting
Lender pursuant to an Assignment and Assumption and to become a Lender for all
purposes under this Agreement and to assume all obligations of the
Non-Consenting Lender to be terminated as of such date and to comply with the
requirements of clause (b) of Section 9.04, and (ii) each Borrower shall pay to
such Non-Consenting Lender in same day funds on the day of such replacement (1)
all interest, fees and other amounts then accrued but unpaid to such
Non-Consenting Lender by such Borrower hereunder to and including the date of
termination, including without limitation payments due to such Non-Consenting
Lender under Sections 2.15 and 2.17, and (2) an amount, if any, equal to the
payment which would have been due to such Lender on the day of such replacement
under Section 2.16 had the Loans of such Non-Consenting Lender been prepaid on
such date rather than sold to the replacement Lender.


    
      
         


      

      
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    (e)  Notwithstanding
anything to the contrary herein the Administrative Agent may, with the consent
of the Borrowers only, amend, modify or supplement this Agreement or any of the
other Loan Documents to cure any ambiguity, omission, mistake, defect or
inconsistency.

     

    SECTION 9.03.  Expenses;
Indemnity; Damage Waiver.  (a)  The Company 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 and
distribution (including, without limitation, via the internet or through a
service such as Intralinks) of the credit facilities provided for herein, the
preparation and administration of this Agreement and the other Loan Documents or
any amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing
Bank in connection with the issuance, amendment, renewal or extension of any
Letter of Credit or any demand for payment thereunder and (iii) all
out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or
any Lender, including the fees, charges and disbursements of any counsel for the
Administrative Agent, the Issuing Bank or any Lender, in connection with the
enforcement or protection of its rights in connection with this Agreement and
any other Loan Document, 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.

     

    (b)  The
Company shall indemnify the Administrative Agent, the 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 fees, charges and disbursements
of any counsel 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 any Loan Document or any agreement or instrument
contemplated thereby, the performance by the parties hereto of their respective
obligations thereunder 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 the 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 Company or any of its
Subsidiaries, or any Environmental Liability related in any way to the Company
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 Company fails to pay any amount required to be paid by it to
the Administrative Agent, the Issuing Bank or the Swingline Lender under
paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the
Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may
be, such Lender’s Applicable Percentage (determined as of the time that the
applicable unreimbursed expense or indemnity payment is sought) of such unpaid
amount (it being understood that the Company’s failure to pay any such amount
shall not relieve the Company of any default in the payment thereof); 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 Issuing Bank or the Swingline Lender in its capacity
as such.


    
      
         


      

      
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    (d)  To
the extent permitted by applicable law, no Borrower shall assert, and each
Borrower hereby waives, any claim against any Indemnitee (i) for any damages
arising from the use by others of information or other materials obtained
through telecommunications, electronic or other information transmission systems
(including the Internet), or (ii) on any theory of liability, for special,
indirect, consequential or punitive damages (as opposed to direct or actual
damages) arising out of, in connection with, or as a result of, this Agreement,
any other Loan Document or any agreement or instrument contemplated hereby or
thereby, 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 fifteen (15) days
after written demand therefor.

     

    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
the Issuing Bank that issues any Letter of Credit), except that (i) no Borrower
may 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 any 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 the Issuing Bank 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 Bank 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 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) with the prior written consent (such
consent not to be unreasonably withheld) of:

     

    (A) the
Company, provided that no
consent of the Company shall be required for an assignment to a Lender, an
Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred
and is continuing, any other assignee;

     

    (B) the
Administrative Agent; and

     

    (C) the
Issuing Bank.

     

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

     

    (A)
except in the case of an assignment to a Lender or 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 Company and the Administrative Agent otherwise
consent, provided that no such
consent of the Company shall be required if an Event of Default has occurred and
is continuing;


    
      
         


      

      
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    (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, such fee to be paid by either the assigning Lender or the assignee
Lender or shared between such Lenders;

     

    (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 Company and its affiliates and their
Related Parties or their respective securities) will be made available and who
may receive such information in accordance with the assignee’s compliance
procedures and applicable laws, including Federal and state securities laws;
and

     

    (E) the
assignee shall not be the Company or an Affiliate of the Company.

     

    For the
purposes of this Section 9.04(b), the term “Approved Fund” has
the following meaning:

     

    “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.

     

    (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 each 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 Borrowers, the
Administrative Agent, the Issuing Bank 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
Company, the Issuing Bank and any Lender, at any reasonable time and from time
to time upon reasonable prior notice.


    
      
         


      

      
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    (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(e) 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 Company, the Administrative Agent, the
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 Borrowers, the Administrative Agent,
the Issuing Bank 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.  Subject to paragraph (c)(ii) of this Section, each
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(d) 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 Company’s prior written
consent.  A Participant that would be a Foreign Lender if it were a
Lender shall not be entitled to the benefits of Section 2.17 unless the Company
is notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Company, to comply with Section 2.17(e) 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.


    
      
         


      

      
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    SECTION 9.05.  Survival.  All
covenants, agreements, representations and warranties made by the Borrowers in
the Loan Documents and in the certificates or other instruments delivered in
connection with or pursuant to this Agreement or any other Loan Document shall
be considered to have been relied upon by the other parties hereto and shall
survive the execution and delivery of the Loan Documents 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, the 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 or any other Loan Document 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 other Loan Document or any provision hereof or
thereof.

     

    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, the other Loan
Documents 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 facsimile or other
electronic imaging shall be effective as delivery of a manually executed
counterpart of this Agreement.

     

    SECTION 9.07.  Severability.  Any
provision of any Loan Document 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 thereof; 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 and in whatever currency denominated) 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 any Borrower against any of and all of the Obligations held by
such Lender, irrespective of whether or not such Lender shall have made any
demand under the Loan Documents and although such obligations may be unmatured,
provided that the deposits and other indebtedness owing by any Lender to the
Company or any Borrower organized under the laws of any political subdivision of
the United States shall be set-off prior to the set-off of the deposits or other
indebtedness owed to any other Borrower.  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 New
York.


    
      
         


      

      
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    (b)  Each
Borrower hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of the Supreme Court of the State of
New York sitting in New York County and of the United States District Court of
the Southern District of New York, and any appellate court from any thereof, in
any action or proceeding arising out of or relating to any Loan Document, 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 New York 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 or any other Loan Document shall affect any right that the
Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring
any action or proceeding relating to this Agreement or any other Loan Document
against any Borrower or its properties in the courts of any
jurisdiction.

     

    (c)  Each
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 or any other Loan Document in any court referred to
in 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.  Each Subsidiary Borrower
irrevocably designates and appoints the Company, as its authorized agent, to
accept and acknowledge on its behalf, service of any and all process which may
be served in any suit, action or proceeding of the nature referred to in Section
9.09(b) in any federal or New York State court sitting in New York
City.  The Company hereby represents, warrants and confirms that the
Company has agreed to accept such appointment.  Said designation and
appointment shall be irrevocable by each such Subsidiary Borrower until all
Loans, all reimbursement obligations, interest thereon and all other amounts
payable by such Subsidiary Borrower hereunder and under the other Loan Documents
shall have been paid in full in accordance with the provisions hereof and
thereof and such Subsidiary Borrower shall have been terminated as a Borrower
hereunder pursuant to Section 2.23.  Each Subsidiary Borrower hereby
consents to process being served in any suit, action or proceeding of the nature
referred to in Section 9.09(b) in any federal or New York State court sitting in
New York City by service of process upon the Company as provided in this Section
9.09(d); provided that, to the
extent lawful and possible, notice of said service upon such agent shall be
mailed by registered or certified air mail, postage prepaid, return receipt
requested, to the Company and (if applicable to) such Subsidiary Borrower at its
address set forth in the Borrowing Subsidiary Agreement to which it is a party
or to any other address of which such Subsidiary Borrower shall have given
written notice to the Administrative Agent (with a copy thereof to the
Company).  Each Subsidiary Borrower irrevocably waives, to the fullest
extent permitted by law, all claim of error by reason of any such service in
such manner and agrees that such service shall be deemed in every respect
effective service of process upon such Subsidiary Borrower in any such suit,
action or proceeding and shall, to the fullest extent permitted by law, be taken
and held to be valid and personal service upon and personal delivery to such
Subsidiary Borrower.  To the extent any Subsidiary Borrower has or
hereafter may acquire any immunity from jurisdiction of any court or from any
legal process (whether from service or notice, attachment prior to judgment,
attachment in aid of execution of a judgment, execution or otherwise), each
Subsidiary Borrower hereby irrevocably waives such immunity in respect of its
obligations under the Loan Documents.  Nothing in this Agreement or
any other Loan Document will affect the right of any party to this Agreement to
serve process in any other manner permitted by law.


    
      
         


      

      
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    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, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY (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.  Each
of the Administrative Agent, the Issuing Bank 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), (b) to the extent requested by any regulatory
authority (including any self-regulatory authority, such as the National
Association of Insurance Commissioners), (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 under this Agreement or any other Loan Document or any suit, action or
proceeding relating to this Agreement or any other Loan Document or the
enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to (i)
any assignee of or Participant in, or any prospective assignee of or Participant
in, any of its rights or obligations under this Agreement or (ii) any actual or
prospective counterparty (or its advisors) to any swap or derivative transaction
relating to any Borrower and its obligations, (g) with the consent of the
Company 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, the Issuing Bank or any Lender on a nonconfidential
basis from a source other than the Company.  For the purposes of this
Section, “Information” means
all information received from the Company relating to the Company or its
business, other than any such information that is available to the
Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis
prior to disclosure by the Company; provided that, in the
case of information received from the Company after the date hereof, such
information is clearly identified at the time of delivery as
confidential.  Any Person required to maintain the confidentiality of
Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of
care to maintain the confidentiality of such Information as such Person would
accord to its own confidential information.

     

    SECTION 9.13.  USA PATRIOT
Act.  Each Lender that is subject to the requirements of the
Patriot Act hereby notifies each Borrower that pursuant to the requirements of
the Patriot Act, it is required to obtain, verify and record information that
identifies such Borrower, which information includes the name and address of
such Borrower and other information that will allow such Lender to identify such
Borrower in accordance with the Patriot Act.

     

    
      
        
        

      

      
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    ARTICLE
X

     

    Company
Guarantee

     

    In order
to induce the Lenders to extend credit to the other Borrowers hereunder, but
subject to the last sentence of this Article X, the Company hereby irrevocably
and unconditionally guarantees, as a primary obligor and not merely as a surety,
the payment when and as due of the Obligations of such other
Borrowers.  The Company further agrees that the due and punctual
payment of such Obligations may be extended or renewed, in whole or in part,
without notice to or further assent from it, and that it will remain bound upon
its guarantee hereunder notwithstanding any such extension or renewal of any
such Obligation.
 

    The
Company waives presentment to, demand of payment from and protest to any
Borrower of any of the Obligations, and also waives notice of acceptance of its
obligations and notice of protest for nonpayment.  The obligations of
the Company hereunder shall not be affected by (a) the failure of the
Administrative Agent, the Issuing Bank or any Lender to assert any claim or
demand or to enforce any right or remedy against any Borrower under the
provisions of this Agreement, any other Loan Document or otherwise; (b) any
extension or renewal of any of the Obligations; (c) any rescission, waiver,
amendment or modification of, or release from, any of the terms or provisions of
this Agreement, or any other Loan Document or agreement; (d) any default,
failure or delay, willful or otherwise, in the performance of any of the
Obligations; (e) the failure of the Administrative Agent to take any steps to
perfect and maintain any security interest in, or to preserve any rights to, any
security or collateral for the Obligations, if any; (f) any change in the
corporate, partnership or other existence, structure or ownership of any
Borrower or any other guarantor of any of the Obligations; (g) the
enforceability or validity of the Obligations or any part thereof or the
genuineness, enforceability or validity of any agreement relating thereto or
with respect to any collateral securing the Obligations or any part thereof, or
any other invalidity or unenforceability relating to or against any Borrower or
any other guarantor of any of the Obligations, for any reason related to this
Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan
Document, or any provision of applicable law, decree, order or regulation of any
jurisdiction purporting to prohibit the payment by the Company or any other
guarantor of the Obligations, of any of the Obligations or otherwise affecting
any term of any of the Obligations; or (h) any other act, omission or delay to
do any other act which may or might in any manner or to any extent vary the risk
of the Company or otherwise operate as a discharge of a guarantor as a matter of
law or equity or which would impair or eliminate any right of the Company to
subrogation.

     

    The
Company further agrees that its agreement hereunder constitutes a guarantee of
payment when due (whether or not any bankruptcy or similar proceeding shall have
stayed the accrual or collection of any of the Obligations or operated as a
discharge thereof) and not merely of collection, and waives any right to require
that any resort be had by the Administrative Agent, the Issuing Bank or any
Lender to any balance of any deposit account or credit on the books of the
Administrative Agent, the Issuing Bank or any Lender in favor of any Borrower or
any other Person.

     

    The
obligations of the Company hereunder shall not be subject to any reduction,
limitation, impairment or termination for any reason, and shall not be subject
to any defense or set-off, counterclaim, recoupment or termination whatsoever,
by reason of the invalidity, illegality or unenforceability of any of the
Obligations, any impossibility in the performance of any of the Obligations or
otherwise.

     

    The
Company further agrees that its obligations hereunder shall continue to be
effective or be reinstated, as the case may be, if at any time payment, or any
part thereof, of any Obligation is rescinded or must otherwise be restored by
the Administrative Agent, the Issuing Bank or any Lender upon the bankruptcy or
reorganization of any Borrower or otherwise.


    
      
         


      

      
        59

        
          

        

      

      
         


      

    


    In
furtherance of the foregoing and not in limitation of any other right which the
Administrative Agent, the Issuing Bank or any Lender may have at law or in
equity against the Company by virtue hereof, upon the failure of any other
Borrower to pay any Obligation when and as the same shall become due, whether at
maturity, by acceleration, after notice of prepayment or otherwise, the Company
hereby promises to and will, upon receipt of written demand by the
Administrative Agent, the Issuing Bank or any Lender, forthwith pay, or cause to
be paid, to the Administrative Agent, the Issuing Bank or any Lender in cash an
amount equal to the unpaid principal amount of such Obligations then due,
together with accrued and unpaid interest thereon.  The Company
further agrees that if payment in respect of any Obligation shall be due in a
currency other than Dollars and/or at a place of payment other than
New York, Chicago or any other Eurocurrency Payment Office and if, by
reason of any Change in Law, disruption of currency or foreign exchange markets,
war or civil disturbance or other event, payment of such Obligation in such
currency or at such place of payment shall be impossible or, in the reasonable
judgment of the Administrative Agent, the Issuing Bank or any Lender,
disadvantageous to the Administrative Agent, the Issuing Bank or any Lender in
any material respect, then, at the election of the Administrative Agent, the
Company shall make payment of such Obligation in Dollars (based upon the
applicable Equivalent Amount in effect on the date of payment) and/or in
New York, Chicago or such other Eurocurrency Payment Office as is
designated by the Administrative Agent and, as a separate and independent
obligation, shall indemnify the Administrative Agent, the Issuing Bank and any
Lender against any losses or reasonable out-of-pocket expenses that it shall
sustain as a result of such alternative payment.

    


     

    Upon
payment by the Company of any sums as provided above, all rights of the Company
against any Borrower arising as a result thereof by way of right of subrogation
or otherwise shall in all respects be subordinated and junior in right of
payment to the prior indefeasible payment in full in cash of all the Obligations
owed by the Company to the Administrative Agent, the Issuing Bank and the
Lenders.

     

    Nothing
shall discharge or satisfy the liability of the Company hereunder except the
full performance and payment of the Obligations.


     

    [Signature
Pages Follow]

     

    
      
        
        

      

      
        60

        
          

        

      

      
        
        

      

    

     

    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.

    


    
      
        	
                DENTSPLY
      INTERNATIONAL INC., as the

                Company

              
	 
      	 
      
	
                By

              	
                  

              
	 
      	
                Name:

              
	 
      	
                Title:

              
	 
      	 
      
	
                By

              	
                  

              
	 
      	
                Name:

              
	 
      	
                Title:

              
	 
      	 
      
	 
      	 
      
	
                JPMORGAN
      CHASE BANK, N.A., individually

                as
      a Lender, as the Swingline Lender, as the

                Issuing
      Bank and as Administrative Agent

              
	 
      	 
      
	
                By

              	
                  

              
	 
      	
                Name:

              
	 
      	
                Title:

              
	 
      	 
      
	
                WELLS
      FARGO BANK, NATIONAL

                ASSOCIATION,
      individually as a Lender and as

                Syndication
      Agent

              
	 
      	 
      
	
                By

              	
                  

              
	 
      	
                Name:

              
	 
      	
                Title:

              
	 
      	 
      
	
                [OTHER
      AGENTS AND LENDERS]

              


      

    

    


    Signature
Page to Credit Agreement

    DENTSPLY
International Inc.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
2.01

     

    COMMITMENTS

     

    
      
        
          	
                  LENDER

                	 	
                  COMMITMENT

                	 
	 
      	 	 	 
	
                  JPMORGAN
      CHASE BANK, N.A.

                	 	$	35,000,000	 
	 
      	 	 	 	 
	
                  WELLS
      FARGO BANK, NATIONAL ASSOCIATION

                	 	$	35,000,000	 
	 
      	 	 	 	 
	
                  BANK
      OF TOKYO-MITSUBISHI UFJ TRUST COMPANY

                	 	$	25,000,000	 
	 
      	 	 	 	 
	
                  CITIBANK,
      N.A.

                	 	$	25,000,000	 
	 
      	 	 	 	 
	
                  COMMERZBANK
      AG, NEW YORK AND GRAND CAYMAN BRANCHES

                	 	$	25,000,000	 
	 
      	 	 	 	 
	
                  BANK
      OF AMERICA, N.A.

                	 	$	25,000,000	 
	 
      	 	 	 	 
	
                  PNC
      BANK, NATIONAL ASSOCIATION

                	 	$	15,000,000	 
	 
      	 	 	 	 
	
                  THE
      TORONTO-DOMINION BANK, NEW YORK BRANCH

                	 	$	15,000,000	 
	 
      	 	 	 	 
	
                  AGGREGATE
      COMMITMENT

                	 	$	200,000,000	 


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
2.02

    


    MANDATORY
COST


    


    
      	
              1.

            	
              The
      Mandatory Cost is an addition to the interest rate to compensate Lenders
      for the cost of compliance with (a) the requirements of the Bank of
      England and/or the Financial Services Authority (or, in either case, any
      other authority which replaces all or any of its functions) or (b) the
      requirements of the European Central
Bank.

            


    

     

    
      	
              2.

            	
              On
      the first day of each Interest Period (or as soon as possible thereafter)
      the Administrative Agent shall calculate, as a percentage rate, a rate
      (the “Associated
      Costs Rate”) for each Lender, in accordance with the paragraphs set
      out below.  The Mandatory Cost will be calculated by the
      Administrative Agent as a weighted average of the Lenders’ Associated
      Costs Rates (weighted in proportion to the percentage participation of
      each Lender in the relevant Loan) and will be expressed as a percentage
      rate per annum.

            


    

     

    
      	
              3.

            	
              The
      Associated Costs Rate for any Lender lending from a Facility Office in a
      Participating Member State will be the percentage notified by that Lender
      to the Administrative Agent.  This percentage will be certified
      by that Lender in its notice to the Administrative Agent to be its
      reasonable determination of the cost (expressed as a percentage of that
      Lender’s participation in all Loans made from that Facility Office) of
      complying with the minimum reserve requirements of the European Central
      Bank in respect of loans made from that Facility
  Office.

            


    

     

    
      	
              4.

            	
              The
      Associated Costs Rate for any Lender lending from a Facility Office in the
      United Kingdom will be calculated by the Administrative Agent as
      follows:

            


    

     

    
      
        	 	
                (a)

              	
                in
      relation to a Loan in Pounds
Sterling:

              


      

    

     

    
per cent. per annum

    
      
        	 	
                (b)

              	
                in
      relation to a Loan in any currency other than Pounds
    Sterling:

              


      

    

     

    
per cent. per annum.

    Where:

     

    
      
        	
              	
                A

              	
                is
      the percentage of Eligible Liabilities (assuming these to be in excess of
      any stated minimum) which that Lender is from time to time required to
      maintain as an interest free cash ratio deposit with the Bank of England
      to comply with cash ratio
requirements.

              


      

    

     

    
      	
            	
              
                B

              

            	
              
                is
      the percentage rate of interest (excluding the Applicable Rate and the
      Mandatory Cost and, if the Loan is an Unpaid Sum, the additional rate of
      interest specified in Section 2.13(c)) payable for the relevant Interest
      Period on the Loan.

              

            


    

     

    
      	
            	
              
                C

              

            	
              
                is
      the percentage (if any) of Eligible Liabilities which that Lender is
      required from time to time to maintain as interest bearing Special
      Deposits with the Bank of
England.

              

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      
        	
              	
                D

              	
                is
      the percentage rate per annum payable by the Bank of England to the
      Administrative Agent on interest bearing Special
  Deposits.

              


      

    

     

    
      
        	
              	
                E

              	
                is
      designed to compensate Lenders for amounts payable under the Fees Rules
      and is calculated by the Administrative Agent as being the average of the
      most recent rates of charge supplied by the Reference Banks to the
      Administrative Agent pursuant to paragraph 7 below and expressed in pounds
      per £1,000,000.

              


      

    

     

    
      	
              5.

            	
              For
      the purposes of this Schedule:

            


    

     

    
      
        	 	
                (a)

              	
                “Eligible
      Liabilities” and “Special
      Deposits” have the meanings given to them from time to time under
      or pursuant to the Bank of England Act 1998 or (as may be appropriate) by
      the Bank of England;

              


      

    

     

    
      
        	 	
                (b)

              	
                “Facility
      Office” means the office or offices notified by a Lender to the
      Administrative Agent in writing on or before the date it becomes a Lender
      (or, following that date, by not less than five Business Days’ written
      notice) as the office or offices through which it will perform its
      obligations under this
Agreement.

              


      

    

     

    
      
        	
                 

              	
                (c)

              	
                “Fees
      Rules” means the rules on periodic fees contained in the FSA
      Supervision Manual or such other law or regulation as may be in force from
      time to time in respect of the payment of fees for the acceptance of
      deposits;

              


      

    

     

    
      
        	 	
                (d)

              	
                “Fee
      Tariffs” means the fee tariffs specified in the Fees Rules under
      the activity group A.1 Deposit acceptors (ignoring any minimum fee or zero
      rated fee required pursuant to the Fees Rules but taking into account any
      applicable discount rate);

              


      

    

     

    
      
        	 	
                (e)

              	
                “Participating
      Member State” means any member state of the European Union that
      adopts or has adopted the euro as its lawful currency in accordance with
      legislation of the European Union relating to economic and monetary
      union.

              


      

    

     

    
      
        	 	
                (f)

              	
                “Reference
      Banks” means, in relation to Mandatory Cost, the principal London
      offices of JPMorgan Chase Bank,
N.A.

              


      

    

     

    
      
        	 	
                (g)

              	
                “Tariff
      Base” has the meaning given to it in, and will be calculated in
      accordance with, the Fees
Rules.

              


      

    

     

    
      
        	 	
                (h)

              	
                “Unpaid
      Sum” means any sum due and payable but unpaid by any Borrower under
      the Loan Documents.

              


      

    

     

    
      	
              6.

            	
              In
      application of the above formulae, A, B, C and D will be included in the
      formulae as percentages (i.e. 5 per cent. will be included in the formula
      as 5 and not as 0.05).  A negative result obtained by
      subtracting D from B shall be taken as zero.  The resulting
      figures shall be rounded to four decimal
places.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
              7.

            	
              If
      requested by the Administrative Agent, each Reference Bank shall, as soon
      as practicable after publication by the Financial Services Authority,
      supply to the Administrative Agent, the rate of charge payable by that
      Reference Bank to the Financial Services Authority pursuant to the Fees
      Rules in respect of the relevant financial year of the Financial Services
      Authority (calculated for this purpose by that Reference Bank as being the
      average of the Fee Tariffs applicable to that Reference Bank for that
      financial year) and expressed in pounds per £1,000,000 of the Tariff Base
      of that Reference Bank.

            


    

     

    
      	
              8.

            	
              Each
      Lender shall supply any information required by the Administrative Agent
      for the purpose of calculating its Associated Costs Rate.  In
      particular, but without limitation, each Lender shall supply the following
      information on or prior to the date on which it becomes a
      Lender:

            


    

     

    (a)             the
jurisdiction of its Facility Office; and

     

    (b)             any
other information that the Administrative Agent may reasonably require for such
purpose.

     

    Each
Lender shall promptly notify the Administrative Agent of any change to the
information provided by it pursuant to this paragraph.

     

    
      	
              9.

            	
              The
      percentages of each Lender for the purpose of A and C above and the rates
      of charge of each Reference Bank for the purpose of E above shall be
      determined by the Administrative Agent based upon the information supplied
      to it pursuant to paragraphs 7 and 8 above and on the assumption that,
      unless a Lender notifies the Administrative Agent to the contrary, each
      Lender’s obligations in relation to cash ratio deposits and Special
      Deposits are the same as those of a typical bank from its jurisdiction of
      incorporation with a Facility Office in the same jurisdiction as its
      Facility Office.

            


    

     

    
      	
              10.

            	
              The
      Administrative Agent shall have no liability to any person if such
      determination results in an Associated Costs Rate which over or under
      compensates any Lender and shall be entitled to assume that the
      information provided by any Lender or Reference Bank pursuant to
      paragraphs 3, 7 and 8 above is true and correct in all
      respects.

            


    

     

    
      	
              11.

            	
              The
      Administrative Agent shall distribute the additional amounts received as a
      result of the Mandatory Cost to the Lenders on the basis of the Associated
      Costs Rate for each Lender based on the information provided by each
      Lender and each Reference Bank pursuant to paragraphs 3, 7 and 8
      above.

            


    

     

    
      	
              12.

            	
              Any
      determination by the Administrative Agent pursuant to this Schedule in
      relation to a formula, the Mandatory Cost, an Associated Costs Rate or any
      amount payable to a Lender shall, in the absence of manifest error, be
      conclusive and binding on all parties
hereto.

            


    

     

    
      	
              13.

            	
              The
      Administrative Agent may from time to time, after consultation with the
      Company and the relevant Lenders, determine and notify to all parties
      hereto any amendments which are required to be made to this Schedule 2.02
      in order to comply with any change in law, regulation or any requirements
      from time to time imposed by the Bank of England, the Financial Services
      Authority or the European Central Bank (or, in any case, any other
      authority which replaces all or any of its functions) and any such
      determination shall, in the absence of manifest error, be conclusive and
      binding on all parties hereto.

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    ASSIGNMENT
AND ASSUMPTION

     

    This
Assignment and Assumption (the “Assignment and Assumption”) is dated
as of the Effective Date set forth below and is entered into by and between
[Insert name of
Assignor] (the “Assignor”) and [Insert name of Assignee] (the
“Assignee”).  Capitalized
terms used but not defined herein shall have the meanings given to them in the
Credit Agreement identified below (as amended, the “Credit Agreement”),
receipt of a copy of which is hereby acknowledged by the
Assignee.  The Standard Terms and Conditions set forth in Annex 1
attached hereto are hereby agreed to and incorporated herein by reference and
made a part of this Assignment and Assumption as if set forth herein in
full.

     

    For an
agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the
Assignor, subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of the Assignor’s rights and
obligations in its capacity as a Lender under the Credit Agreement and any other
documents or instruments delivered pursuant thereto to the extent related to the
amount and percentage interest identified below of all of such outstanding
rights and obligations of the Assignor under the respective facilities
identified below (including any letters of credit, guarantees, and swingline
loans included in such facilities) and (ii) to the extent permitted to be
assigned under applicable law, all claims, suits, causes of action and any other
right of the Assignor (in its capacity as a Lender) against any Person, whether
known or unknown, arising under or in connection with the Credit Agreement, any
other documents or instruments delivered pursuant thereto or the loan
transactions governed thereby or in any way based on or related to any of the
foregoing, including contract claims, tort claims, malpractice claims, statutory
claims and all other claims at law or in equity related to the rights and
obligations sold and assigned pursuant to clause (i) above (the rights and
obligations sold and assigned pursuant to clauses (i) and (ii) above being
referred to herein collectively as the “Assigned
Interest”).  Such sale and assignment is without recourse to
the Assignor and, except as expressly provided in this Assignment and
Assumption, without representation or warranty by the Assignor.

     

    
      
        
          
            
              	
                      1.

                    	
                      Assignor:

                    	 	
                        

                    
	 
      	 
      	 
      
	
                      2.

                    	
                      Assignee:

                    	 	
                        

                    
	 
      	 
      	
                      [and
      is an Affiliate/Approved Fund of [identify Lender]1]

                    
	 
      	 
      	 
      
	
                      3.

                    	
                      Borrowers:

                    	
                      DENTSPLY International Inc. and certain Subsidiary
      Borrowers

                    
	 
      	 
      	 
      
	
                      4.

                    	
                      Administrative
      Agent:

                    	
                      JPMorgan
      Chase Bank, N.A., as the administrative agent under the Credit
      Agreement

                    
	 
      	 
      	 
      
	
                      5.

                    	
                      Credit
      Agreement:

                    	
                      The
      Credit Agreement dated as of May 7, 2010 among DENTSPLY International
      Inc., the Subsidiary Borrowers from time to time parties thereto, the
      Lenders parties thereto, JPMorgan Chase Bank, N.A., as Administrative
      Agent, and the other agents parties thereto

                       

                    
	
                      6.

                    	
                      Assigned
      Interest:

                    	 
      


            

          

        

      

    

    

      
        

      

    

    
      1 Select as
applicable.

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Aggregate
      Amount of

                                Commitment/Loans
      for all

                                Lenders

                              	 	 	
                                Amount
      of

                                Commitment/

                                Loans
      Assigned

                              	 	 	
                                Percentage
      Assigned

                                of

                                Commitment/Loans2

                              	 
	$	 	 	 	$	 	 	 	 	 	%
	$	 	 	 	$	 	 	 	 	 	%
	$	 	 	 	$	 	 	 	 	 
      	%


                      

                    

                  

                

              

            

          

        

      

    

    


    Effective
Date:  _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE
AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE
REGISTER THEREFOR.]

     

    The terms
set forth in this Assignment and Assumption are hereby agreed to:

     

    
      
        
          
            	 
      	
                    ASSIGNOR

                  
	 
      	 
      
	 
      	
                    [NAME
      OF ASSIGNOR]

                  
	 
      	 
      
	 
      	
                    By:

                  	
                      

                  
	 
      	 
      	
                    Title:

                  
	 
      	 
      	 
      
	 
      	
                    ASSIGNEE

                  
	 
      	 
      	 
      
	 
      	
                    [NAME
      OF ASSIGNEE]

                  
	 
      	 
      	 
      
	 
      	
                    By:

                  	
                      

                  
	 
      	 
      	
                    Title:

                  


          

        

      

    

    


    
      
        	
                Consented
      to and Accepted:

              
	 
      
	
                JPMORGAN
      CHASE BANK, N.A., as

                Administrative
      Agent and Issuing Bank

              
	 
      
	
                By:

              	
                  

              
	 
      	
                Title:

              
	 
      
	
                [Consented
      to:]3

              
	 
      
	
                DENTSPLY
      INTERNATIONAL INC.

              
	 
      
	
                By:

              	
                  

              
	 
      	
                Title:

              


      

    

     

    
      
        

      

      2 Set
forth, so at least 9 decimals, as a percentage of the Commitment/Loans of all
Lenders thereunder.  

    

    
      3 To be
added only if the consent of the Company is required by the terms of the Credit
Agreement.

    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    ANNEX
I

     

    STANDARD
TERMS AND CONDITIONS FOR

     

    ASSIGNMENT
AND ASSUMPTION

     

    1.  Representations and
Warranties.

     

    1.1  Assignor.  The
Assignor (a) represents and warrants that (i) it is the legal and beneficial
owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of
any lien, encumbrance or other adverse claim and (iii) it has full power and
authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption and to consummate the transactions contemplated
hereby; and (b) assumes no responsibility with respect to (i) any statements,
warranties or representations made in or in connection with the Credit Agreement
or any other Loan Document, (ii) the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Loan Documents or any
collateral thereunder, (iii) the financial condition of the Company, any of its
Subsidiaries or Affiliates or any other Person obligated in respect of any Loan
Document or (iv) the performance or observance by the Company, any of its
Subsidiaries or Affiliates or any other Person of any of their respective
obligations under any Loan Document.

     

    1.2.  Assignee.  The
Assignee (a) represents and warrants that (i) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become
a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any,
specified in the Credit Agreement that are required to be satisfied by it in
order to acquire the Assigned Interest and become a Lender, (iii) from and after
the Effective Date, it shall be bound by the provisions of the Credit Agreement
as a Lender thereunder and, to the extent of the Assigned Interest, shall have
the obligations of a Lender thereunder, (iv) it has received a copy of the
Credit Agreement, together with copies of the most recent financial statements
delivered pursuant to Section 5.09 thereof, as applicable, and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment and Assumption and to
purchase the Assigned Interest on the basis of which it has made such analysis
and decision independently and without reliance on the Administrative Agent or
any other Lender, and (v) if it is a Foreign Lender, attached to the Assignment
and Assumption is any documentation required to be delivered by it pursuant to
the terms of the Credit Agreement, duly completed and executed by the Assignee;
and (b) agrees that (i) it will, independently and without reliance on the
Administrative Agent, the Assignor or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Loan
Documents, and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Loan Documents are required to be
performed by it as a Lender.

     

    2.  Payments.  From
and after the Effective Date, the Administrative Agent shall make all payments
in respect of the Assigned Interest (including payments of principal, interest,
fees and other amounts) to the Assignor for amounts which have accrued to but
excluding the Effective Date and to the Assignee for amounts which have accrued
from and after the Effective Date.

     

    3.  General Provisions.
This Assignment and Assumption shall be binding upon, and inure to the benefit
of, the parties hereto and their respective successors and
assigns.  This Assignment and Assumption may be executed in any number
of counterparts, which together shall constitute one
instrument.  Delivery of an executed counterpart of a signature page
of this Assignment and Assumption by telecopy shall be effective as delivery of
a manually executed counterpart of this Assignment and
Assumption.  This Assignment and Assumption shall be governed by, and
construed in accordance with, the law of the State of New York.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
B

     

    OPINION
OF COUNSEL FOR THE BORROWERS

     

    May 7,
2010

    


    To the
Lenders and the

    Administrative
Agent Referred to Below

    c/o
JPMorgan Chase Bank, N.A.,

    as
Administrative Agent

    277 Park
Avenue

    New York,
New York 10172

    


    
      	
              Re:

            	
              Credit Agreement dated
      May 7, 2010

            


    

    


    Ladies
and Gentlemen:

    


    I am
General Counsel for DENTSPLY International Inc., a Delaware corporation (the
“Company”) and
the SUBSIDIARY BORROWERS from time to time party to the Credit Agreement (as
defined below) (collectively with the Company, the “Loan Parties”), in
connection with (i) the Credit Agreement dated as of May 7, 2010 (the “Credit Agreement”),
among the Company, the Subsidiary Borrowers party thereto, the banks and other
financial institutions identified therein as Lenders, and JPMorgan Chase Bank,
N.A., as Administrative Agent and (ii) any ancillary documents referenced in the
Credit Agreement (collectively with the Credit Agreement, the “Loan
Documents”).  Terms defined in the Credit Agreement are used
herein with the same meanings.

     

    I  have
examined originals or copies, certified or otherwise identified to our
satisfaction, of such documents, corporate records, certificates of public
officials and other instruments and have conducted such other investigations of
fact and law as we have deemed necessary or advisable for purposes of this
opinion.

     

    Upon the
basis of the foregoing, I am of the opinion that:

     

    1.           Each
Loan Party (a) is a corporation or similar legal entity, duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization, (b) has all requisite power and authority to carry on its business
as now conducted and (c) except where the failure to do so, individually or in
the aggregate, could not reasonably be expected to result in a Material Adverse
Effect, is qualified to do business in, and is in good standing in, every
jurisdiction where such qualification is required.

     

    2.           The
Transactions are within each Loan Party’s corporate/limited liability company
powers and have been duly authorized by all necessary corporate/company and, if
required, stockholder or other equity holder action.  Each Loan
Document has been duly executed and delivered by each Loan Party party thereto
and constitutes a legal, valid and binding obligation of such Loan Party,
enforceable in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors’ rights
generally and subject to general principles of equity, regardless of whether
considered in a proceeding in equity or at law.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    3.           The
Transactions (a) do not require any consent or approval of, registration or
filing with, or any other action by, any Governmental Authority, except such as
have been obtained or made and are in full force and effect, (b) will not
violate any applicable law or regulation or the charter, by-laws or other
organizational documents of any Loan Party or any of its Subsidiaries or any
order of any Governmental Authority, (c) will not violate or result in a default
under any indenture, agreement or other instrument binding upon any Loan Party
or any of its Subsidiaries or its assets, or give rise to a right thereunder to
require any payment to be made by any Loan Party or any of its Subsidiaries, and
(d) will not result in the creation or imposition of any Lien on any asset of
any Loan Party or any of its Subsidiaries.

     

    4.           There
are no actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to our knowledge, threatened against or affecting
any Loan Party or any of its Subsidiaries (a) as to which there is a reasonable
possibility of an adverse determination and that, if adversely determined, could
reasonably be expected, individually or in the aggregate, to have a Material
Adverse Effect or (b) that involve any Loan Document or the
Transactions.

     

    5.           None
of the Loan Parties is an “investment company” as defined in, or subject to
regulation under, the Investment Company Act of 1940.

     

    The
opinions set forth in this letter with respect to enforceability are further
subject to the effects of laws relating to fraudulent conveyances, transfers and
obligations, including, without limitation, Section 548 of the Federal
Bankruptcy Code, the Uniform Fraudulent Conveyance Act and other laws in pari
materia.  Moreover, provisions of the Credit Agreement that
permit the Lenders to take action or make determinations, or to benefit from
indemnities and similar undertakings of the Company, may be subject to a
requirement that such action be taken or such determinations be made, and that
any action or inaction by the Lenders that may give rise to a request for
payment under such an undertaking be taken or not taken, on a reasonable basis
and in good faith.  The foregoing opinions with respect to
enforceability are further qualified by reference to the fact that certain of
the remedies and waivers set forth in the Credit Agreement may be rendered
unavailable or unenforceable under applicable principles of law or equity but,
in my opinion, such unavailability or unenforceability should not render other
remedies which are set forth in the Credit Agreement unenforceable or otherwise
inadequate for the practical realization of the benefits intended to be provided
by the Credit Agreement.

     

    I express
no opinion as to the effect on the foregoing opinions of any law or regulation
applicable to the Company or the transactions contemplated by the Credit
Agreement, as a consequence of any Lender’s involvement in such transactions or
because of such Lender’s legal or regulatory status or any other facts
specifically pertaining to such Lender.

     

    My
opinions are issued as of the date hereof and are limited to the laws now in
effect as to which my opinions relate and facts and circumstances in existence
on the date hereof, and I assume no undertaking to advise you of any changes in
the opinions expressed herein as a result of any change in any laws, facts or
circumstances which may come to my attention after the date hereof.

     

    I am
qualified to practice law in the State of Pennsylvania and do not purport to be
expert on, or to express any opinion herein concerning, any law other than the
laws of the State of Pennsylvania, the Delaware General Corporation Law and the
federal laws of the United States of America.  As the provisions of
the Credit Agreement are governed by the laws of the State of New York, I have
for the purpose of this opinion assumed that the provisions of the law of the
State of New York are substantially similar to the laws of the Commonwealth of
Pennsylvania.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    This
letter is furnished solely for your benefit in connection with matters relating
to the Credit Agreement and may not be relied upon by any other person or for
any other purpose without my prior written consent, other than your successors
and assigns as Lenders and Persons that acquire participations in your Loans in
accordance with the terms and provisions of the Credit Agreement.

     

    Very
truly yours,

     

    


    Brian M.
Addison

    Vice
President, Secretary and

    General
Counsel


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    EXHIBIT
C

    


    FORM OF
INCREASING LENDER SUPPLEMENT

    


    INCREASING LENDER SUPPLEMENT, dated
__________, 20___ (this “Supplement”), by and
among each of the signatories hereto, to the Credit Agreement, dated as of May
7, 2010 (as amended, restated, supplemented or otherwise modified from time to
time, the “Credit
Agreement”), among DENTSPLY International Inc. (the “Company”), the
Subsidiary Borrowers from time to time party thereto, the Lenders party thereto
and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the
“Administrative
Agent”).

    


    WITNESSETH

    


    WHEREAS,
pursuant to Section
2.20 of the Credit Agreement, the Company has the right, subject to the
terms and conditions thereof, to effectuate from time to time an increase in the
Aggregate Commitment and/or one or more tranches of Incremental Term Loans under
the Credit Agreement by requesting one or more Lenders to increase the amount of
its Commitment and/or to participate in such a tranche;

     

    WHEREAS,
the Company has given notice to the Administrative Agent of its intention to
[increase the Aggregate Commitment] [and] [enter into a tranche of Incremental
Term Loans] pursuant to such Section 2.20;
and

     

    WHEREAS,
pursuant to Section
2.20 of the Credit Agreement, the undersigned Increasing Lender now
desires to [increase the amount of its Commitment] [and] [participate in a
tranche of Incremental Term Loans] under the Credit Agreement by executing and
delivering to the Company and the Administrative Agent this
Supplement;

     

    NOW,
THEREFORE, each of the parties hereto hereby agrees as follows:

     

    1.  The
undersigned Increasing Lender agrees, subject to the terms and conditions of the
Credit Agreement, that on the date of this Supplement it shall [have its
Commitment increased by $[__________], thereby making the aggregate amount of
its total Commitments equal to $[__________]] [and] [participate in a tranche of
Incremental Term Loans with a commitment amount equal to $[__________] with
respect thereto].

     

    2.  The
Company hereby represents and warrants that no Default or Event of Default has
occurred and is continuing on and as of the date hereof.

     

    3.  Terms
defined in the Credit Agreement shall have their defined meanings when used
herein.

     

    4.  This
Supplement shall be governed by, and construed in accordance with, the laws of
the State of New York.

     

    5.  This
Supplement may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one
and the same document.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, each of the undersigned has caused this Supplement to be
executed and delivered by a duly authorized officer on the date first above
written.

     

    
      
        	
                [INSERT
      NAME OF INCREASING LENDER]

              
	 
      
	
                By:

              	
                  

              
	
                Name:

              
	
                Title:

              


      

    

    


    
      
        	
                Accepted
      and agreed to as of the date first written above:

              
	 
      
	
                DENTSPLY
      INTERNATIONAL INC.

              
	 
      
	
                By:

              	
                  

              
	
                Name:

              
	
                Title:

              


      

    

    


    
      
        	
                Acknowledged
      as of the date first written above:

              
	 
      
	
                JPMORGAN
      CHASE BANK, N.A.

              
	
                as
      Administrative Agent

              
	 
      
	
                By:

              	
                  

              
	
                Name:

              
	
                Title:

              


      

    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    EXHIBIT
D

    


    FORM OF
AUGMENTING LENDER SUPPLEMENT

    


    AUGMENTING
LENDER SUPPLEMENT, dated __________, 20___ (this “Supplement”), to the
Credit Agreement, dated as of May 7, 2010 (as amended, restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”),
among DENTSPLY International Inc. (the “Company”), the
Subsidiary Borrowers from time to time party thereto, the Lenders party thereto
and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the
“Administrative
Agent”).

     

    WITNESSETH

     

    WHEREAS,
the Credit Agreement provides in Section 2.20 thereof
that any bank, financial institution or other entity may [extend Commitments]
[and] [participate in tranches of Incremental Term Loans] under the Credit
Agreement subject to the approval of the Company and the Administrative Agent,
by executing and delivering to the Company and the Administrative Agent a
supplement to the Credit Agreement in substantially the form of this Supplement;
and

     

    WHEREAS,
the undersigned Augmenting Lender was not an original party to the Credit
Agreement but now desires to become a party thereto;

     

    NOW,
THEREFORE, each of the parties hereto hereby agrees as follows:

     

    1.  The
undersigned Augmenting Lender agrees to be bound by the provisions of the Credit
Agreement and agrees that it shall, on the date of this Supplement, become a
Lender for all purposes of the Credit Agreement to the same extent as if
originally a party thereto, with a [Commitment with respect to Revolving Loans
of $[__________]] [and] [a commitment with respect to Incremental Term Loans of
$[__________]].

     

    2.  The
undersigned Augmenting Lender (a) represents and warrants that it is legally
authorized to enter into this Supplement; (b) confirms that it has received a
copy of the Credit Agreement, together with copies of the most recent financial
statements delivered pursuant to Section 5.09 thereof,
as applicable, and has reviewed such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Supplement; (c) agrees 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 deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under the Credit Agreement
or any other instrument or document furnished pursuant hereto or thereto; (d)
appoints and authorizes the Administrative Agent to take such action as agent on
its behalf and to exercise such powers and discretion under the Credit Agreement
or any other instrument or document furnished pursuant hereto or thereto as are
delegated to the Administrative Agent by the terms thereof, together with such
powers as are incidental thereto; and (e) agrees that it will be bound by the
provisions of the Credit Agreement and will perform in accordance with its terms
all the obligations which by the terms of the Credit Agreement are required to
be performed by it as a Lender.

     

    3.  The
undersigned’s address for notices for the purposes of the Credit Agreement is as
follows:

     

    [___________]

     

    4.  The
Company hereby represents and warrants that no Default or Event of Default has
occurred and is continuing on and as of the date hereof.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    5.  Terms
defined in the Credit Agreement shall have their defined meanings when used
herein.

     

    6.  This
Supplement shall be governed by, and construed in accordance with, the laws of
the State of New York.

     

    7. This
Supplement may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one
and the same document.

     

    [remainder
of this page intentionally left blank]


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, each of the undersigned has caused this Supplement to be
executed and delivered by a duly authorized officer on the date first above
written.

     

    
      
        	
                [INSERT
      NAME OF AUGMENTING LENDER]

              
	 
      
	
                By:

              	
                  

              
	
                Name:

              
	
                Title:

              


      

    

    


    
      
        	
                Accepted
      and agreed to as of the date first written above:

              
	 
      
	
                DENTSPLY
      INTERNATIONAL INC.

              
	 
      
	
                By:

              	 
      
	
                Name:

              
	
                Title:

              


      

    

    


    
      
        	
                Acknowledged
      as of the date first written above:

              
	 
      
	
                JPMORGAN
      CHASE BANK, N.A.

              
	
                as
      Administrative Agent

              
	 
      
	
                By:

              	
                  

              
	
                Name:

              
	
                Title:

              


      

    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    EXHIBIT
E

    


    LIST OF
CLOSING DOCUMENTS

    


    DENTSPLY
INTERNATIONAL INC.

    CERTAIN
SUBSIDIARY BORROWERS

    


    CREDIT
FACILITIES

    


    May 7,
2010

    


    LIST OF
CLOSING DOCUMENTS1

    


    A.           LOAN DOCUMENTS

    


    
      	
              1.

            	
              Credit
      Agreement (the “Credit
      Agreement”) by and among DENTSPLY International Inc., a Delaware
      corporation (the “Company”), the
      Subsidiary Borrowers from time to time parties thereto (collectively with
      the Company, the “Borrowers”),
      the institutions from time to time parties thereto as Lenders (the “Lenders”) and
      JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent for
      itself and the other Lenders (the “Administrative
      Agent”), evidencing a revolving credit facility to the Borrowers
      from the Lenders in an initial aggregate principal amount of
      $200,000,000.

            


    

    


    SCHEDULES

    


    
      
        
          	
                  Schedule
      2.01

                	
                  —

                	
                  Commitments

                
	
                  Schedule
      2.02

                	
                  —

                	
                  Mandatory
      Cost

                
	
                  Schedule
      6.01

                	
                  —

                	
                  Existing
      Liens

                
	
                  Schedule
      6.04

                	
                  —

                	
                  Existing
      Debt

                


        

      

    

    


    EXHIBITS

    


    
      
        	
                Exhibit
      A

              	
                —

              	
                Form
      of Assignment and Assumption

              
	
                Exhibit
      B

              	
                —

              	
                Form
      of Opinion of Borrowers’ Counsel

              
	
                Exhibit
      C

              	
                —

              	
                Form
      of Increasing Lender Supplement

              
	
                Exhibit
      D

              	
                —

              	
                Form
      of Augmenting Lender Supplement

              
	
                Exhibit
      E

              	
                —

              	
                List
      of Closing Documents

              
	
                Exhibit
      F-1

              	
                —

              	
                Form
      of Borrowing Subsidiary Agreement

              
	
                Exhibit
      F-2

              	
                —

              	
                Form
      of Borrowing Subsidiary
Termination

              


      

    

    


    
      	
              2.

            	
              Notes
      executed by the initial Borrowers in favor of each of the Lenders, if any,
      which has requested a note pursuant to Section 2.10(e) of the Credit
      Agreement.

            


    

    
  

    
      
        
          
1 Each
capitalized term used herein and not defined herein shall have the meaning
assigned to such term in the above-defined Credit Agreement.  Items
appearing in bold and
italics shall be
prepared and/or provided by the Company and/or Company’s
counsel.

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    B.           CORPORATE
DOCUMENTS

    


    
      	
              3.

            	
              Certificate
      of the Secretary or an Assistant Secretary of each Borrower certifying (i)
      that there have been no changes in the Certificate of Incorporation or
      other charter document of such Borrower, as attached thereto and as
      certified as of a recent date by the Secretary of State (or analogous
      governmental entity) of the jurisdiction of its organization, since the
      date of the certification thereof by such governmental entity, (ii) the
      By-Laws or other applicable organizational document, as attached thereto,
      of such Borrower as in effect on the date of such certification, (iii)
      resolutions of the Board of Directors or other governing body of such
      Borrower authorizing the execution, delivery and performance of each Loan
      Document to which it is a party, and (iv) the names and true signatures of
      the incumbent officers of each Borrower authorized to sign the Loan
      Documents to which it is a party, and (in the case of each Borrower)
      authorized to request a Borrowing or the issuance of a Letter of
      Credit  under the Credit
  Agreement.

            


    

    


    
      	
              4.

            	
              Good
      Standing Certificate (or analogous documentation if applicable) for each
      Borrower from the Secretary of State (or analogous governmental entity) of
      the jurisdiction of its organization, to the extent generally available in
      such jurisdiction.

            


    

    


    C.           OPINIONS

    


    5.           Opinion of Brian
M. Addison, general counsel for the Borrowers.

    


    D.           CLOSING CERTIFICATES AND
MISCELLANEOUS

    


    
      	
              6.

            	
              A
      Certificate signed by the President, a Vice President or a Financial
      Officer of the Company certifying the following: (i) all of the
      representations and warranties of the Company set forth
      in the Credit Agreement are true and correct and (ii) no Default has
      occurred and is then
continuing.

            


    

    


    
      	
              7.

            	
              Payoff
      documentation providing evidence satisfactory to the Administrative Agent
      that the Existing Credit Agreement has been terminated and cancelled
      (along with all of the agreements, documents and instruments delivered in
      connection therewith) and all Debt owing thereunder has been repaid and
      any and all liens thereunder have been
  terminated.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    EXHIBIT
F-1

    


    [FORM
OF]

     

    BORROWING
SUBSIDIARY AGREEMENT

     

    BORROWING
SUBSIDIARY AGREEMENT dated as of [_____], among DENTSPLY International Inc., a
Delaware corporation (the “Company”), [Name of
Subsidiary Borrower], a [__________] (the “New Borrowing
Subsidiary”), and JPMorgan Chase Bank, N.A. as Administrative Agent (the
“Administrative
Agent”).

     

    Reference
is hereby made to the Credit Agreement dated as of May 7, 2010 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”),
among the Company, the Subsidiary Borrowers from time to time party thereto, the
Lenders from time to time party thereto and JPMorgan Chase Bank, N.A. as
Administrative Agent.  Capitalized terms used herein but not otherwise
defined herein shall have the meanings assigned to such terms in the Credit
Agreement.  Under the Credit Agreement, the Lenders have agreed, upon
the terms and subject to the conditions therein set forth, to make Loans to
certain Subsidiary Borrowers (collectively with the Company, the “Borrowers”), and the
Company and the New Borrowing Subsidiary desire that the New Borrowing
Subsidiary become a Subsidiary Borrower.  In addition, the New
Borrowing Subsidiary hereby authorizes the Company to act on its behalf as and
to the extent provided for in Article II of the
Credit Agreement.  [Notwithstanding the preceding
sentence, the New Borrowing Subsidiary hereby designates the following officers
as being authorized to request Borrowings under the Credit Agreement on behalf
of the New Subsidiary Borrower and sign this Borrowing Subsidiary Agreement and
the other Loan Documents to which the New Borrowing Subsidiary is, or may from
time to time become, a party: [______________].]

     

    Each of
the Company and the New Borrowing Subsidiary represents and warrants that the
representations and warranties of the Company in the Credit Agreement relating
to the New Borrowing Subsidiary and this Agreement are true and correct on and
as of the date hereof, other than representations given as of a particular date,
in which case they shall be true and correct as of that date.  [The
Company and the New Borrowing Subsidiary further represent and warrant that the
execution, delivery and performance by the New Borrowing Subsidiary of the
transactions contemplated under this Agreement and the use of any of the
proceeds raised in connection with this Agreement will not contravene or
conflict with the provisions of section 151 of the Companies Act 1985 of England
and Wales (as amended).]5[INSERT OTHER PROVISIONS
REASONABLY REQUESTED BY ADMINISTRATIVE AGENT OR ITS COUNSELS]  The
Company agrees that the guaranty of the Company contained in Article X of the
Credit Agreement will apply to the Obligations of the New Borrowing
Subsidiary.  Upon execution of this Agreement by each of the Company,
the New Borrowing Subsidiary and the Administrative Agent, the New Borrowing
Subsidiary shall be a party to the Credit Agreement and shall constitute a
“Subsidiary Borrower” for all purposes thereof, and the New Borrowing Subsidiary
hereby agrees to be bound by all provisions of the Credit
Agreement.

     

    This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York.

    


    [Signature
Page Follows]

    
 

    
      
        

      

      5 To be
included only if a New Borrowing Subsidiary will be a Borrower organized under
the laws of England and Wales.

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


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

     

    
      
        
          
            	
                    DENTSPLY
      INTERNATIONAL INC.

                  
	 
      
	
                    By:

                  	
                      

                  
	 
      	
                    Name:

                  
	 
      	
                    Title:

                  
	 
      
	
                    [NAME
      OF NEW BORROWING SUBSIDIARY]

                  
	 
      
	
                    By:

                  	
                      

                  
	 
      	
                    Name:

                  
	 
      	
                    Title:

                  
	 
      
	
                    JPMORGAN
      CHASE BANK, N.A., as

                    Administrative
      Agent

                  
	 
      
	
                    By:

                  	
                      

                  
	 
      	
                    Name:

                  
	 
      	
                    Title:

                  


          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
F-2

     

    [FORM
OF]

     

    BORROWING
SUBSIDIARY TERMINATION

     

    JPMorgan
Chase Bank, N.A.

    as
Administrative Agent

    for the
Lenders referred to below

    277 Park
Avenue

    New York,
New York  10172

    Attention:  [__________]

    


    [Date]

     

    Ladies
and Gentlemen:

     

    The
undersigned, DENTSPLY International Inc. (the “Company”), refers to
the Credit Agreement dated as of May 7, 2010 (as amended, supplemented or
otherwise modified from time to time, the “Credit Agreement”),
among the Company, the Subsidiary Borrowers from time to time party thereto and
JPMorgan Chase Bank, N.A., as Administrative Agent.  Capitalized terms
used and not otherwise defined herein shall have the meanings assigned to such
terms in the Credit Agreement.

     

    The
Company hereby terminates the status of [______________] (the “Terminated Borrowing
Subsidiary”) as a Subsidiary Borrower under the Credit
Agreement.  [The Company represents and warrants that no Loans made to
the Terminated Borrowing Subsidiary are outstanding as of the date hereof and
that all amounts payable by the Terminated Borrowing Subsidiary in respect of
interest and/or fees (and, to the extent notified by the Administrative Agent or
any Lender, any other amounts payable under the Credit Agreement) pursuant to
the Credit Agreement have been paid in full on or prior to the date hereof.]
[The Company acknowledges that the Terminated Borrowing Subsidiary shall
continue to be a Borrower until such time as all Loans made to the Terminated
Borrowing Subsidiary shall have been prepaid and all amounts payable by the
Terminated Borrowing Subsidiary in respect of interest and/or fees (and, to the
extent notified by the Administrative Agent or any Lender, any other amounts
payable under the Credit Agreement) pursuant to the Credit Agreement shall have
been paid in full, provided that the
Terminated Borrowing Subsidiary shall not have the right to make further
Borrowings under the Credit Agreement.]

     

    [Signature
Page Follows]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    This
instrument shall be construed in accordance with and governed by the laws of the
State of New York.

     

    
      
        
          
            
              
                	
                        Very
      truly yours,

                      
	 
	
                        DENTSPLY
      INTERNATIONAL INC.

                      
	 	 
	
                        By:

                      	
                          

                      
	 
      	
                        Name:

                      
	 
      	
                        Title:

                      


              

            

          

        

      

    

    


    
      
        
          	
                  Copy to:

                	
                  JPMorgan
      Chase Bank, N.A.

                
	 
      	
                  270
      Park Avenue

                
	 
      	
                  New
      York, New York 10017