EXHIBIT
10.1

     

    EXECUTION
COPY

     

    AMENDMENT
NO. 1 TO THE

    CREDIT
AGREEMENT

     

    Dated as
of February 14, 2011

     

    AMENDMENT NO. 1 TO THE CREDIT
AGREEMENT  (this “Amendment”)  among COLFAX
CORPORATION, a Delaware corporation (the “US Borrower”),
ALLWEILER AKTIENGESELLSCHAFT, a company organized under the laws of the Federal
Republic of Germany (the “European Borrower”
and together with the US Borrower, the “Borrowers”), the
guarantors listed on the signature pages hereto (the “Guarantors”), the
lenders party to the Credit Agreement referred to below and listed on the
signature pages hereto and BANK OF AMERICA, N.A., as administrative agent (the
“Agent”).

     

    PRELIMINARY
STATEMENTS:

     

    (1)           The
Borrowers, the various financial institutions as lenders (the “Lenders”) and the
Agent have entered into a Credit Agreement dated as of May 13, 2008 (as amended,
supplemented or otherwise modified through the date hereof, the “Credit
Agreement”).  Capitalized terms not otherwise defined in this
Amendment have the same meanings as specified in the Credit
Agreement.

     

    (2)           The
Borrowers desire to prepay the portion of the current Outstanding Amount under
the Revolving Credit Facility allocated to Lehman Commercial Paper Inc. (“Lehman”) and to
terminate Lehman’s Applicable Percentage of the Revolving Credit Commitment
under the Credit Agreement (the “Prepayment
Transaction”).

     

    (3)           The
Borrowers also have requested that the Lenders and the Agent agree to amend
certain provisions of the Credit Agreement, each as described herein, subject to
the terms and conditions set forth herein.

     

    (4)           The
Borrowers, the Required Lenders and the Agent have agreed to amend the Credit
Agreement as hereinafter set forth, subject to the terms and conditions set
forth herein.

     

    NOW,
THEREFORE, in consideration of the premises and for other good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged),
the parties hereto hereby agree as follows:

     

    SECTION
1.         Amendments to Credit
Agreement.  The
Credit Agreement is, effective as of the date hereof and subject to the
satisfaction of the conditions precedent set forth in Section 3, hereby
amended to delete the bold, stricken text (indicated textually in the same
manner as the following example: stricken
text) and to add the bold, double-underlined text (indicated textually in
the same manner as the following example: single-underlined
text) as set forth in the pages of the Credit Agreement attached as
Exhibit A hereto.

     

    
      
        	
                Colfax

              
	
                Amendment
      No. 1 to Credit Agreement

              


      

    

     

    
      
        
           


        

        
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    SECTION
2.         Waiver and Termination of
Revolving Credit Commitments.  In connection with the
Prepayment Transaction, the Lenders hereby agree to waive the application of the
provisions in Section 2.06(c) and Section 2.13 of the Credit Agreement requiring
a pro-rata reduction in the Applicable Revolving Credit Percentages of each
Lender and a pro-rata sharing of payments made by the Borrowers,
respectively.  The parties further agree that Schedule 2.01 of the
Credit Agreement is hereby deleted in its entirety and substituting in lieu
thereof a new Schedule 2.01 attached hereto as Schedule 2.01.

     

    SECTION
3.         Conditions of
Effectiveness.  This
Amendment shall become effective as of the date first above written (the “Amendment No. 1 Effective
Date”) when, and only when, the following conditions have been
satisfied:

     

    (a)           The
Agent shall have received counterparts of this Amendment executed by each Loan
Party and the Required Lenders or, as to any of such Lenders, advice
satisfactory to the Agent that such Lender has executed this
Amendment,

     

    (b)           The
Agent shall have received a certificate signed by a duly authorized officer of
the Borrowers stating that: (i) as of the Amendment No. 1 Effective Date and
after giving effect to the amendments contained herein, the representations and
warranties contained in Article V of the Credit Agreement are correct in all
material respects, only to the extent that such representations and warranties
are not otherwise qualified by materiality or Material Adverse Effect on and as
of such date, other than any such representations or warranties that, by their
terms, refer to a specific date other than the date hereof, in which case, as of
such specific date; and (ii) no event has occurred and is continuing that
constitutes a Default,

     

    (c)           (i)
all invoiced fees and expenses of the Agent (including all reasonable fees and
expenses of counsel to the Agent), shall have been paid, and (ii) the Agent
shall have received sufficient funds to effect the Prepayment Transaction,
and

     

    (d)           each
Lender that executes a counterpart to this Amendment by 5:00 p.m. (New York
time) on or before February 11, 2011 shall have been paid an amendment fee equal
to 0.05% of the aggregate amount of such Lender’s Revolving Credit Commitment
and the Outstanding Amount of its Term A Loan, which fee shall be paid to the
Administrative Agent who shall promptly after the Amendment No. 1 Effective Date
distribute it to such Lender.

     

    SECTION
4.         Confirmation of
Representations and Warranties.    Each
of the Loan Parties hereby represents and warrants, on and as of the date
hereof, that the representations and warranties contained in the Credit
Agreement are true and correct in all material respects, only to the extent that
such representations and warranties are not otherwise qualified by materiality
or Material Adverse Effect on and as of such date, before and after giving
effect to this Amendment, as though made on and as of the date hereof, other
than any such representations or warranties that, by their terms, refer to a
specific date.  Each Borrower is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction indicated in
the recital of parties to this Amendment.

     

    
      	
              Colfax

            
	
              Amendment
      No. 1 to Credit Agreement

            


    

     

    
      
        
           


        

        
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    SECTION
5.         Affirmation and Consent of
Guarantors.  Each
Guarantor consents to the amendments to the Credit Agreement effected hereby,
and hereby confirms, acknowledges and agrees that, (a) notwithstanding the
effectiveness of this Amendment, the obligations of such Guarantor contained in
Article X of the Credit Agreement, as amended hereby or in any other Loan
Documents to which it is a party are, and shall remain, in full force and effect
and are hereby ratified and confirmed in all respects, except that, on and after
the effectiveness of this Amendment, each reference in Article X of the Credit
Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import
shall mean and be a reference to the Credit Agreement, as amended by this
Amendment, (b) the pledge and security interest in the Collateral granted by it
pursuant to the Collateral Documents as amended hereby to which it is a party
shall continue in full force and effect and (c) such pledge and security
interest in the Collateral granted by it pursuant to such Collateral Documents
shall continue to secure the Obligations purported to be secured thereby, as
amended or otherwise affected hereby.

     

    SECTION
6.         Reference to and Effect on
the Credit Agreement and the Loan Documents.  (a)  On
and after the effectiveness of this Amendment, each reference in the Credit
Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import
referring to the Credit Agreement and each reference in the Notes and each of
the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or
words of like import referring to the Credit Agreement, shall mean and be a
reference to the Credit Agreement, as amended by this Amendment.

     

    (a)           The
Credit Agreement, the Notes and each of the other Loan Documents, as
specifically amended by this Amendment, are and shall continue to be in full
force and effect and are hereby in all respects ratified and
confirmed.

     

    (b)           The
execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of
any Lender or the Agent under any of the Loan Documents, nor constitute a waiver
of any provision of any of the Loan Documents.

     

    SECTION
7.         Costs,
Expenses.  The
Borrowers agree to pay on demand all costs and expenses of the Agent in
connection with the preparation, execution, delivery and administration,
modification and amendment of this Amendment and the other instruments and
documents to be delivered hereunder (including, without limitation, the
reasonable fees and expenses of counsel for the Agent) in accordance with the
terms of Section 11.04 of the Credit Agreement.

     

    SECTION
8.         Execution in
Counterparts.  This
Amendment 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 but one and
the same agreement.  Delivery of an executed counterpart of a
signature page to this Amendment by pdf or other electronic form shall be
effective as delivery of a manually executed counterpart of this
Amendment.

     

    
      	
              Colfax

            
	
              Amendment
      No. 1 to Credit Agreement

            


    

     

    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


    SECTION
9.         Governing
Law.  This
Amendment shall be governed by, and construed in accordance with, the laws of
the State of New York.


     

    [SIGNATURE
PAGES FOLLOW]

     

    
      	
              Colfax

            
	
              Amendment
      No. 1 to Credit Agreement

            


    

     

    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


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

     

    
      
        
          
            	 
      	
                    COLFAX
      CORPORATION,

                  
	 
      	
                    as
      US BORROWER and A EUROPEAN

                    OBLIGATIONS
      GUARANTOR

                  
	 
      	 
      	 
      
	 
      	
                    By:

                  	
                    /s/ C. Scott Brannan

                  
	 
      	
                    Name:  C.
      Scott Brannan

                  
	 
      	
                    Title:  Senior
      Vice President, Chief Financial

                    Officer
      and Treasurer

                  
	 
      	 
      	 
      
	 
      	
                    COLFAX
      LLC, as a US OBLIGATIONS

                    GUARANTOR
      and A EUROPEAN

                    OBLIGATIONS
      GUARANTOR

                  
	 
      	 
      	 
      
	 
      	
                    By:

                  	
                    /s/ C. Scott Brannan

                  
	 
      	
                    Name:  C.
      Scott Brannan

                  
	 
      	
                    Title:  Senior
      Vice President, Chief Financial

                    Officer
      and Treasurer

                  
	 
      	 
      
	 
      	
                    IMO
      INDUSTRIES INC., as a US OBLIGATIONS

                    GUARANTOR
      and A EUROPEAN

                    OBLIGATIONS
      GUARANTOR

                  
	 
      	 
      
	 
      	
                    By:

                  	
                    /s/ C. Scott Brannan

                  
	 
      	
                    Name:  C.
      Scott Brannan

                  
	 
      	
                    Title:  Senior
      Vice President, Chief Financial

                    Officer
      and Treasurer

                  
	 
      	 
      
	 
      	
                    WARREN
      PUMPS LLC, as a US OBLIGATIONS

                    GUARANTOR
      and A EUROPEAN

                    OBLIGATIONS
      GUARANTOR

                  
	 
      	 
      
	 
      	
                    By:

                  	
                    /s/ C. Scott Brannan

                  
	 
      	
                    Name:  C.
      Scott Brannan

                  
	 
      	
                    Title:  Senior
      Vice President, Chief Financial

                    Officer
      and Treasurer

                  


          

        

      

    

     

    
      
        	
                [Signature
      Page]

              	
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                Amendment
      No. 1 to Credit Agreement

              


      

    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      
        
          
            
              
                
                  
                    	 
      	
                            CONSTELLATION
      PUMPS CORPORATION, as

                            a
      US OBLIGATIONS GUARANTOR and A

                            EUROPEAN
      OBLIGATIONS GUARANTOR

                          
	 
      	 
      
	 
      	
                            By:

                          	
                            /s/ C. Scott Brannan

                          
	 
      	
                            Name:  C.
      Scott Brannan

                          
	 
      	
                            Title:  Senior
      Vice President, Chief Financial

                            Officer
      and Treasurer

                          
	 
      	 
      
	 
      	
                            CPC
      INTERNATIONAL LLC, as a US

                            OBLIGATIONS
      GUARANTOR and A

                            EUROPEAN
      OBLIGATIONS GUARANTOR

                          
	 
      	 
      
	 
      	
                            By:

                          	
                            /s/ C. Scott Brannan

                          
	 
      	
                            Name:  C.
      Scott Brannan

                          
	 
      	
                            Title:  Senior
      Vice President, Chief Financial

                            Officer
      and Treasurer

                          
	 
      	 
      
	 
      	
                            LUBRICATION
      SYSTEMS COMPANY OF

                            TEXAS
      LLC, as a US OBLIGATIONS

                            GUARANTOR
      and A EUROPEAN

                            OBLIGATIONS
      GUARANTOR

                          
	 
      	 
      
	 
      	
                            By:

                          	
                            /s/ C. Scott Brannan

                          
	 
      	
                            Name:  C.
      Scott Brannan

                          
	 
      	
                            Title:  Senior
      Vice President, Chief Financial

                            Officer
      and Treasurer

                          
	 
      	 
      
	 
      	
                            FAIRMOUNT
      AUTOMATION, INC., as a US

                            OBLIGATIONS
      GUARANTOR and A

                            EUROPEAN
      OBLIGATIONS GUARANTOR

                          
	 
      	 
      
	 
      	
                            By:

                          	
                            /s/ C. Scott Brannan

                          
	 
      	
                            Name:  C.
      Scott Brannan

                          
	 
      	
                            Title:  Senior
      Vice President, Chief Financial

                            Officer
      and Treasurer

                          
	 
      	 
      
	 
      	
                            CLFX
      SUB HOLDING LLC, as a US

                            OBLIGATIONS
      GUARANTOR and A

                            EUROPEAN
      OBLIGATIONS GUARANTOR

                          
	 
      	 
      
	 
      	
                            By:

                          	
                            /s/ C. Scott Brannan

                          
	 
      	
                            Name:  C.
      Scott Brannan

                          
	 
      	
                            Title:  Senior
      Vice President, Chief Financial

                            Officer
      and
Treasurer

                          


                  

                

              

            

          

        

      

    

     

    
      
        	
                [Signature
      Page]

              	
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                Amendment
      No. 1 to Credit Agreement

              


      

    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      
        
          
            
              	
                      PORTLAND
      VALVE LLC, as a US

                      OBLIGATIONS
      GUARANTOR and A

                      EUROPEAN
      OBLIGATIONS GUARANTOR

                    
	 
      
	
                      By:

                    	
                      /s/ C. Scott Brannan

                    
	
                      Name:  C.
      Scott Brannan

                    
	
                      Title:  Senior
      Vice President, Chief Financial

                      Officer
      and
Treasurer

                    


            

          

        

      

    

     

    
      
        	
                [Signature
      Page]

              	
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                Amendment
      No. 1 to Credit Agreement

              


      

    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      
        
          
            
              
                
                  	 
      	
                          ALLWEILER
      AKTIENGESELLSCHAFT,

                        
	 
      	
                          as
      EUROPEAN BORROWER

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	
                           
      /s/ Frank Kirchner

                        
	 
      	
                          Name:  Frank
      Kirchner

                        
	 
      	
                          Title:
      Vorstand/CFO

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	
                          /s/
      Arne Forslund

                        
	 
      	
                          Name:  Arne
      Forslund

                        
	 
      	
                          Title:

                        	
                          Vorstand/CFO

                        
	 
      	 
      	 
      
	 
      	
                          ALLWEILER
      GROUP GMBH,

                        
	 
      	
                          as
      a EUROPEAN OBLIGATIONS GUARANTOR

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	
                          /s/
      Clay Kiefaber

                        
	 
      	
                          Name:  Clay
      Kiefaber

                        
	 
      	
                          Title:
      Managing Director

                        
	 
      	 
      	 
      
	 
      	
                          IMO
      AKTIEBOLAG,

                        
	 
      	
                          as
      a EUROPEAN OBLIGATIONS GUARANTOR

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	
                          /s/
      Arne Forslund

                        
	 
      	
                          Name:  Arne
      Forslund

                        
	 
      	
                          Title:  Managing
      Director

                        


                

              

            

          

        

      

    

     

    
      
        	
                [Signature
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                Amendment
      No. 1 to Credit Agreement

              


      

    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      
        
          	 
      	
                  BANK
      OF AMERICA, N.A.,

                
	 
      	
                  as
      Administrative Agent

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Maurice Washington

                
	 
      	 
      	
                  Name:  Maurice
      Washington

                
	 
      	 
      	
                  Title:  Vice
      President

                
	 
      	 
      	 
      
	 
      	
                  BANK
      OF AMERICA, N.A., as a Lender, L/C

                  Issuer
      and Swing Line Lender

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Brian Lukehart

                
	 
      	 
      	
                  Name:  Brian
      Lukehart

                
	 
      	 
      	
                  Title:  Vice
      President

                


        

      

    

     

    
      
        	
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                Amendment
      No. 1 to Credit Agreement

              


      

    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      
        
          
            	 
      	
                    Citizens
      Bank of Pennsylvania, as a Lender

                  
	 
      	 
      
	 
      	
                    By:

                  	
                    /s/ Leslie D. Broderick

                  
	 
      	 
      	
                    Name:
      Leslie D. Broderick

                  
	 
      	 
      	
                    Title:  Senior
      Vice President

                  
	 
      	 
      	 
      
	 
      	
                    Wells
      Fargo Bank, National Association, successor

                    by
      merger to Wachovia Bank, National Association,

                    as
      a Lender

                  
	 
      	 
      
	 
      	
                    By:

                  	
                    /s/ Timothy F. Galage

                  
	 
      	 
      	
                    Name:
      Timothy F. Galage

                  
	 
      	 
      	
                    Title:  Senior
      Vice President

                  
	 
      	 
      
	 
      	
                    TD
      Bank, N.A., as a Lender

                  
	 
      	
                    By:

                  	
                    /s/ Marla Willner

                  
	 
      	 
      	
                    Name:
      Marla Willner

                  
	 
      	 
      	
                    Title:  Senior
      Vice President

                  
	 
      	 
      	 
      
	 
      	
                    SunTrust
      Bank, as a Lender

                  
	 
      	 
      	 
      
	 
      	
                    By:

                  	
                    /s/ Thomas C. King, Jr.

                  
	 
      	 
      	
                    Name:
      Thomas C. King, Jr.

                  
	 
      	 
      	
                    Title:  Senior
      Vice President

                  
	 
      	 
      
	 
      	
                    LANDESBANK
      BADEN-WUERTTEMBERG,

                    NEW-YORK
      AND/OR CAYMAN ISLANDS

                    BRANCH,
      as a Lender

                  
	 
      	 
      
	 
      	
                    By:

                  	
                    /s/ Francois Delangle

                  
	 
      	 
      	
                    Name:
      Francois Delangle

                  
	 
      	 
      	
                    Title:  Vice
      President

                  
	 
      	 
      	 
      
	 
      	
                    By:

                  	
                    /s/ Carolyn Gutbrod

                  
	 
      	 
      	
                    Name:
      Carolyn Gutbrod

                  
	 
      	 
      	
                    Title:  Vice
      President

                  


          

        

      

    

     

    
      
        	
                [Signature
      Page]

              	
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                Amendment
      No. 1 to Credit Agreement

              


      

    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      
        
          	 
      	
                  DnB
      NOR Bank ASA, as a Lender

                
	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Philip F. Kurpiewski

                
	 
      	 
      	
                  Name:
      Philip F. Kurpiewski

                
	 
      	 
      	
                  Title:  Senior
      Vice President

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Thomas Tangen

                
	 
      	 
      	
                  Name:
      Thomas Tangen

                
	 
      	 
      	
                  Title:  Vice
      President

                
	 
      	 
      	 
      
	 
      	
                  HSBC
      Bank USA, N.A., as a Lender

                
	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Eric P. Rodawig

                
	 
      	 
      	
                  Name:
      Eric P. Rodawig

                
	 
      	 
      	
                  Title:  Assistant
      Vice President

                
	 
      	 
      	 
      
	 
      	
                  KEYBANK
      NATIONAL ASSOCIATION, as a

                  Lender

                
	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Marcel Fournier

                
	 
      	 
      	
                  Name:
      Marcel Fournier

                
	 
      	 
      	
                  Title:  Vice
      President

                
	 
      	 
      
	 
      	
                  TD
      Bank, N.A., successor by way of merger with

                  Carolina
      First Bank as a Lender

                
	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Christian B. Colson

                
	 
      	 
      	
                  Name:
      Christian B. Colson

                
	 
      	 
      	
                  Title:  Senior
      Vice President

                
	 
      	 
      
	 
      	
                  UBS
      AG, STAMFORD BRANCH, as a Lender

                
	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Mary E. Evans

                
	 
      	 
      	
                  Name:
      Mary E. Evans

                
	 
      	 
      	
                  Title:  Associate
      Director

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Irja R. Otsa

                
	 
      	 
      	
                  Name:
      Irja R. Otsa

                
	 
      	 
      	
                  Title:  Associate
      Director

                
	 
      	 
      	 
      
	 
      	
                  Lehman
      Commercial Paper Inc., as a Lender

                
	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Ahuva Schwager

                
	 
      	 
      	
                  Name:
      Ahuva Schwager

                
	 
      	 
      	
                  Title:  Authorized
      Signatory

                


        

      

    

     

    
      
        	
                [Signature
      Page]

              	
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                Amendment
      No. 1 to Credit Agreement

              


      

    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Schedule
2.01

     

    COMMITMENTS

    AND
APPLICABLE PERCENTAGES

     

    
      
        
          
            	
                    Lender

                  	 	
                    Revolving Credit Commitment

                  	 	 	
                    Revolving Credit

                    Applicable Percentage

                  	 
	
                    Bank
      of America, N.A.

                  	 	$	18,000,000	 	 	 	12.500000000	%
	
                    Citizens
      Bank of Pennsylvania

                  	 	$	14,400,000	 	 	 	10.000000000	%
	
                    TD
      BankNorth, N.A

                  	 	$	14,400,000	 	 	 	10.000000000	%
	
                    Wachovia
      Bank, N.A.

                  	 	$	14,400,000	 	 	 	10.000000000	%
	
                    Merrill
      Lynch Bank USA

                  	 	$	14,400,000	 	 	 	10.000000000	%
	
                    Suntrust
      Bank

                  	 	$	14,400,000	 	 	 	10.000000000	%
	
                    Landesbank
      Baden-Wuerttemberg, New York and / or Cayman Island Branch

                  	 	$	10,500,000	 	 	 	7.291666667	%
	
                    DnB
      NOR Bank, New York Branch

                  	 	$	10,500,000	 	 	 	7.291666667	%
	
                    HSBC
      Bank USA, National Association

                  	 	$	10,500,000	 	 	 	7.291666667	%
	
                    KeyBank
      National Association

                  	 	$	10,500,000	 	 	 	7.291666667	%
	
                    Carolina
      First Bank

                  	 	$	6,000,000	 	 	 	4.166666667	%
	
                    UBS
      AG, Stamford Branch

                  	 	$	6,000,000	 	 	 	4.166666667	%
	 
      	 	 	 	 	 	 	 	 
	
                    Total

                  	 	$	144,000,000	 	 	 	100.000000000	%


          

        

      

    

     

    
      
        
          Colfax
Credit Agreement

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
A

     

    
      
        

        

      

      Published
CUSIP Numbers:

      DEAL
CUSIP: 19401NAA2

      REVOLVER
CUSIP: 19401NAB0

      TERM LOAN
A CUSIP: 19401NAC8

    

    
       

    

    EXECUTION
VERSION

     

    $250,000,000

     

    CREDIT
AGREEMENT

     

    Dated as
of May 13, 2008

     

    among

     

    COLFAX
CORPORATION

     

    and

     

    ALLWEILER
AKTIENGESELLSCHAFT,

     

    as the
Borrowers,

     

    BANK OF
AMERICA, N.A.,

     

    as
Administrative Agent, Swing Line Lender and L/C Issuer,

     

    and

     

    The Other
Lenders Party Hereto


     

    BANC OF
AMERICA SECURITIES LLC,

    as Sole
Lead Arranger and Sole Book Manager

    


    CITIZENS
BANK OF PENNSYLVANIA,

    TD
BANKNORTH,

    WACHOVIA
BANK,

    MERRILL
LYNCH & CO. INC. and

    SUNTRUST
BANK,

    as
Co-Documentation Agents

     

    
      

      

    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    TABLE
OF CONTENTS

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    	
                                                            Section

                                                          	 	
                                                            Page

                                                          
	 
      	 	 
      
	
                                                            ARTICLE
      I

                                                          	 	 
      
	
                                                            DEFINITIONS
      AND ACCOUNTING TERMS

                                                          	 	 
      
	 
      	 	 
      
	
                                                            1.01.
      Defined Terms

                                                          	 	
                                                            1

                                                          
	 
      	 	 
      
	
                                                            1.02.
      Other Interpretive Provisions

                                                          	 	
                                                            3233

                                                          
	 
      	 	 
      
	
                                                            1.03.
      Accounting Terms

                                                          	 	
                                                            3234

                                                          
	 
      	 	 
      
	
                                                            1.04.
      Rounding

                                                          	 	
                                                            3334

                                                          
	 
      	 	 
      
	
                                                            1.05.
      Exchange Rates; Currency Equivalents

                                                          	 	
                                                            3334

                                                          
	 
      	 	 
      
	
                                                            1.06.
      Times of Day

                                                          	 	
                                                            3335

                                                          
	 
      	 	 
      
	
                                                            1.07.
      Letter of Credit Amounts

                                                          	 	
                                                            3335

                                                          
	 
      	 	 
      
	
                                                            ARTICLE
      II

                                                          	 	 
      
	
                                                            THE
      COMMITMENTS AND CREDIT EXTENSIONS

                                                          	 	 
      
	 
      	 	 
      
	
                                                            2.01.
      The Loans

                                                          	 	
                                                            3435

                                                          
	 
      	 	 
      
	
                                                            2.02.
      Borrowings, Conversions and Continuations of Loans

                                                          	 	
                                                            3436

                                                          
	 
      	 	 
      
	
                                                            2.03.
      Letters of Credit

                                                          	 	
                                                            3638

                                                          
	 
      	 	 
      
	
                                                            2.04.
      Swing Line Loans

                                                          	 	
                                                            4648

                                                          
	 
      	 	 
      
	
                                                            2.05.
      Prepayments

                                                          	 	
                                                            4951

                                                          
	 
      	 	 
      
	
                                                            2.06.
      Termination or Reduction of Commitments

                                                          	 	
                                                            5254

                                                          
	 
      	 	 
      
	
                                                            2.07.
      Repayment of Loans

                                                          	 	
                                                            5355

                                                          
	 
      	 	 
      
	
                                                            2.08.
      Interest

                                                          	 	
                                                            5456

                                                          
	 
      	 	 
      
	
                                                            2.09.
      Fees

                                                          	 	
                                                            5457

                                                          
	 
      	 	 
      
	
                                                            2.10.
      Computation of Interest and Fees; Retroactive Adjustments of Applicable
      Rate

                                                          	 	
                                                            5557

                                                          
	 
      	 	 
      
	
                                                            2.11.
      Evidence of Debt

                                                          	 	
                                                            5658

                                                          
	 
      	 	 
      
	
                                                            2.12.
      Payments Generally; Administrative Agent’s Clawback

                                                          	 	
                                                            5659

                                                          


                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
           


        

        
          i

          
            

          

        

        
           


        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  	
                                                          2.13.
      Sharing of Payments by Lenders

                                                        	 	
                                                          5861

                                                        
	 
      	 	 
      
	
                                                          2.14.
      Incremental Facilities

                                                        	 	
                                                          5962

                                                        
	 
      	 	 
      
	
                                                          2.15.
      German Civil Code Release

                                                        	 	
                                                          6265

                                                        
	 
      	 	 
      
	
                                                          2.16.
      Defaulting Lenders.

                                                        	 	
                                                          65

                                                        
	 
      	 	 
      
	
                                                          ARTICLE
      III

                                                        	 	 
      
	
                                                          TAXES,
      YIELD PROTECTION AND ILLEGALITY

                                                        	 	 
      
	 
      	 	 
      
	
                                                          3.01.
      Taxes

                                                        	 	
                                                          6267

                                                        
	 
      	 	 
      
	
                                                          3.02.
      Illegality

                                                        	 	
                                                          6671

                                                        
	 
      	 	 
      
	
                                                          3.03.
      Inability to Determine Rates

                                                        	 	
                                                          6771

                                                        
	 
      	 	 
      
	
                                                          3.04.
      Increased Costs; Reserves on Eurocurrency Rate Loans

                                                        	 	
                                                          6771

                                                        
	 
      	 	 
      
	
                                                          3.05.
      Compensation for Losses

                                                        	 	
                                                          6973

                                                        
	 
      	 	 
      
	
                                                          3.06.
      Mitigation Obligations; Replacement of Lenders

                                                        	 	
                                                          6974

                                                        
	 
      	 	 
      
	
                                                          3.07.
      Survival

                                                        	 	
                                                          7074

                                                        
	 
      	 	 
      
	
                                                          ARTICLE
      IV

                                                        	 	 
      
	
                                                          CONDITIONS
      PRECEDENT TO CREDIT EXTENSIONS

                                                        	 	 
      
	 
      	 	 
      
	
                                                          4.01.
      Conditions of Initial Credit Extension

                                                        	 	
                                                          7074

                                                        
	 
      	 	 
      
	
                                                          4.02.
      Conditions to all Credit Extensions

                                                        	 	
                                                          7680

                                                        
	 
      	 	 
      
	
                                                          ARTICLE
      V

                                                        	 	 
      
	
                                                          REPRESENTATIONS
      AND WARRANTIES

                                                        	 	 
      
	 
      	 	 
      
	
                                                          5.01.
      Existence, Qualification and Power

                                                        	 	
                                                          7781

                                                        
	 
      	 	 
      
	
                                                          5.02.
      Subsidiaries; Equity Interests

                                                        	 	
                                                          7781

                                                        
	 
      	 	 
      
	
                                                          5.03.
      Authorization; No Contravention

                                                        	 	
                                                          7782

                                                        
	 
      	 	 
      
	
                                                          5.04.
      Governmental Authorization; Other Consents

                                                        	 	
                                                          7882

                                                        
	 
      	 	 
      
	
                                                          5.05.
      Binding Effect

                                                        	 	
                                                          7882

                                                        
	 
      	 	 
      
	
                                                          5.06.
      Litigation

                                                        	 	
                                                          7882

                                                        
	 
      	 	 
      
	
                                                          5.07.
      Financial Statements; No Material Adverse Effect

                                                        	 	
                                                          7883

                                                        


                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
           


        

        
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                                                                  5.08.
      Disclosure

                                                                	 	
                                                                  7983

                                                                
	 
      	 	 
      
	
                                                                  5.09.
      Margin Regulations

                                                                	 	
                                                                  7983

                                                                
	 
      	 	 
      
	
                                                                  5.10.
      Investment Company Act

                                                                	 	
                                                                  7983

                                                                
	 
      	 	 
      
	
                                                                  5.11.
      Restrictive Agreements

                                                                	 	
                                                                  7983

                                                                
	 
      	 	 
      
	
                                                                  5.12.
      Solvency

                                                                	 	
                                                                  7984

                                                                
	 
      	 	 
      
	
                                                                  5.13.
      ERISA Compliance

                                                                	 	
                                                                  7984

                                                                
	 
      	 	 
      
	
                                                                  5.14.
      Environmental Compliance

                                                                	 	
                                                                  8085

                                                                
	 
      	 	 
      
	
                                                                  5.15.
      Taxes

                                                                	 	
                                                                  8186

                                                                
	 
      	 	 
      
	
                                                                  5.16.
      Casualty, Etc

                                                                	 	
                                                                  8286

                                                                
	 
      	 	 
      
	
                                                                  5.17.
      Ownership of Property; Liens; Investments

                                                                	 	
                                                                  8286

                                                                
	 
      	 	 
      
	
                                                                  5.18.
      Intellectual Property

                                                                	 	
                                                                  8387

                                                                
	 
      	 	 
      
	
                                                                  5.19.
      Flood Hazard

                                                                	 	
                                                                  8387

                                                                
	 
      	 	 
      
	
                                                                  5.20.
      Labor Matters

                                                                	 	
                                                                  8387

                                                                
	 
      	 	 
      
	
                                                                  5.21.
      Repetition

                                                                	 	
                                                                  8387

                                                                
	 
      	 	 
      
	
                                                                  ARTICLE
      VI

                                                                	 	 
      
	
                                                                  AFFIRMATIVE
      COVENANTS

                                                                	 	 
      
	 
      	 	 
      
	
                                                                  6.01.
      Compliance with Laws

                                                                	 	
                                                                  8387

                                                                
	 
      	 	 
      
	
                                                                  6.02.
      Payment of Obligations

                                                                	 	
                                                                  8388

                                                                
	 
      	 	 
      
	
                                                                  6.03.
      Compliance with Environmental Laws

                                                                	 	
                                                                  8388

                                                                
	 
      	 	 
      
	
                                                                  6.04.
      Maintenance of Insurance

                                                                	 	
                                                                  8488

                                                                
	 
      	 	 
      
	
                                                                  6.05.
      Preservation of Existence, Etc.

                                                                	 	
                                                                  8488

                                                                
	 
      	 	 
      
	
                                                                  6.06.
      Inspection Rights

                                                                	 	
                                                                  8488

                                                                
	 
      	 	 
      
	
                                                                  6.07.
      Books and Records

                                                                	 	
                                                                  8489

                                                                
	 
      	 	 
      
	
                                                                  6.08.
      Maintenance of Properties

                                                                	 	
                                                                  8489

                                                                
	 
      	 	 
      
	
                                                                  6.09.
      Transactions with Affiliates

                                                                	 	
                                                                  8589

                                                                
	 
      	 	 
      
	
                                                                  6.10.
      Covenant to Guarantee Obligations and Give Security

                                                                	 	
                                                                  8589

                                                                


                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
           


        

        
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                                                                      6.11.
      Further Assurances

                                                                    	 	
                                                                      8892

                                                                    
	 
      	 	 
      
	
                                                                      6.12.
      Preparation of Environmental Reports

                                                                    	 	
                                                                      8993

                                                                    
	 
      	 	 
      
	
                                                                      6.13.
      Compliance with Terms of Leaseholds

                                                                    	 	
                                                                      8993

                                                                    
	 
      	 	 
      
	
                                                                      6.14.
      Cash Concentration Accounts

                                                                    	 	
                                                                      8993

                                                                    
	 
      	 	 
      
	
                                                                      6.15.
      Interest Rate Hedging

                                                                    	 	
                                                                      8994

                                                                    
	 
      	 	 
      
	
                                                                      6.16.
      [Intentionally Deleted]

                                                                    	 	
                                                                      8994

                                                                    
	 
      	 	 
      
	
                                                                      6.17.
      Reporting Requirements

                                                                    	 	
                                                                      9094

                                                                    
	 
      	 	 
      
	
                                                                      6.18.
      Financial Covenants

                                                                    	 	
                                                                      9499

                                                                    
	 
      	 	 
      
	
                                                                      6.19.
      German Interest Deductibility Stripping Ratio

                                                                    	 	
                                                                      9599

                                                                    
	 
      	 	 
      
	
                                                                      ARTICLE
      VII

                                                                    	 	 
      
	
                                                                      NEGATIVE
      COVENANTS

                                                                    	 	 
      
	 
      	 	 
      
	
                                                                      7.01.
      Liens

                                                                    	 	
                                                                      95100

                                                                    
	 
      	 	 
      
	
                                                                      7.02.
      Debt

                                                                    	 	
                                                                      96100

                                                                    
	 
      	 	 
      
	
                                                                      7.03.
      Change in Nature of Business

                                                                    	 	
                                                                      97102

                                                                    
	 
      	 	 
      
	
                                                                      7.04.
      Fundamental Changes

                                                                    	 	
                                                                      97102

                                                                    
	 
      	 	 
      
	
                                                                      7.05.
      Dispositions

                                                                    	 	
                                                                      98103

                                                                    
	 
      	 	 
      
	
                                                                      7.06.
      Investments

                                                                    	 	
                                                                      99104

                                                                    
	 
      	 	 
      
	
                                                                      7.07.
      Restricted Payments.

                                                                    	 	
                                                                      101106

                                                                    
	 
      	 	 
      
	
                                                                      7.08.
      Lease Obligations

                                                                    	 	
                                                                      102107

                                                                    
	 
      	 	 
      
	
                                                                      7.09.
      Amendments of Constitutive Documents

                                                                    	 	
                                                                      102107

                                                                    
	 
      	 	 
      
	
                                                                      7.10.
      Accounting Changes

                                                                    	 	
                                                                      102107

                                                                    
	 
      	 	 
      
	
                                                                      7.11.
      Prepayments, Etc., of Debt

                                                                    	 	
                                                                      102107

                                                                    
	 
      	 	 
      
	
                                                                      7.12.
      Negative Pledge

                                                                    	 	
                                                                      102108

                                                                    
	 
      	 	 
      
	
                                                                      7.13.
      Partnerships, Etc

                                                                    	 	
                                                                      102108

                                                                    
	 
      	 	 
      
	
                                                                      7.14.
      Speculative Transactions

                                                                    	 	
                                                                      102108

                                                                    
	 
      	 	 
      
	
                                                                      7.15.
      Capital Expenditures

                                                                    	 	
                                                                      103108

                                                                    


                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
           


        

        
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                                                                        7.16.
      Formation of Subsidiaries

                                                                      	 	
                                                                        103108

                                                                      
	 
      	 	 
      
	
                                                                        7.17.
      Payment Restrictions Affecting Subsidiaries

                                                                      	 	
                                                                        103108

                                                                      
	 
      	 	 
      
	
                                                                        7.18.
      Asbestos Litigation

                                                                      	 	
                                                                        103109

                                                                      
	 
      	 	 
      
	
                                                                        7.19.
      Stated Share Capital

                                                                      	 	
                                                                        103109

                                                                      
	 
      	 	 
      
	
                                                                        7.20.
      Limitations of Negative Covenants

                                                                      	 	
                                                                        104109

                                                                      
	 
      	 	 
      
	
                                                                        ARTICLE
      VIII

                                                                      	 	 
      
	
                                                                        EVENTS
      OF DEFAULT AND REMEDIES

                                                                      	 	 
      
	 
      	 	 
      
	
                                                                        8.01.
      Events of Default

                                                                      	 	
                                                                        105110

                                                                      
	 
      	 	 
      
	
                                                                        8.02.
      Remedies upon Event of Default

                                                                      	 	
                                                                        107112

                                                                      
	 
      	 	 
      
	
                                                                        8.03.
      Application of Funds

                                                                      	 	
                                                                        108113

                                                                      
	 
      	 	 
      
	
                                                                        ARTICLE
      IX

                                                                      	 	 
      
	
                                                                        ADMINISTRATIVE
      AGENT

                                                                      	 	 
      
	 
      	 	 
      
	
                                                                        9.01.
      Appointment and Authority

                                                                      	 	
                                                                        109114

                                                                      
	 
      	 	 
      
	
                                                                        9.02.
      Rights as a Lender

                                                                      	 	
                                                                        109115

                                                                      
	 
      	 	 
      
	
                                                                        9.03.
      Exculpatory Provisions

                                                                      	 	
                                                                        110115

                                                                      
	 
      	 	 
      
	
                                                                        9.04.
      Reliance by Administrative Agent

                                                                      	 	
                                                                        110116

                                                                      
	 
      	 	 
      
	
                                                                        9.05.
      Delegation of Duties

                                                                      	 	
                                                                        111116

                                                                      
	 
      	 	 
      
	
                                                                        9.06.
      Resignation of Administrative Agent

                                                                      	 	
                                                                        111116

                                                                      
	 
      	 	 
      
	
                                                                        9.07.
      Non-Reliance on Administrative Agent and Other Lenders

                                                                      	 	
                                                                        112117

                                                                      
	 
      	 	 
      
	
                                                                        9.08.
      No Other Duties, Etc.

                                                                      	 	
                                                                        112117

                                                                      
	 
      	 	 
      
	
                                                                        9.09.
      Administrative Agent May File Proofs of Claim

                                                                      	 	
                                                                        112118

                                                                      
	 
      	 	 
      
	
                                                                        9.10.
      Collateral and Guaranty Matters

                                                                      	 	
                                                                        113118

                                                                      
	 
      	 	 
      
	
                                                                        9.11.
      Secured Cash Management Agreements and Secured Hedge
      Agreements

                                                                      	 	
                                                                        114119

                                                                      
	 
      	 	 
      
	
                                                                        9.12.
      Declaration of Trust (Treuhand) and
      Appointment as Administrator

                                                                      	 	
                                                                        114120

                                                                      
	 
      	 	 
      
	
                                                                        9.13.
      Fee Letter

                                                                      	 	
                                                                        115120

                                                                      
	 
      	 	 
      
	
                                                                        9.14.
      Parallel Debt

                                                                      	 	
                                                                        115120

                                                                      


                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
           


        

        
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                                                                    ARTICLE
      X

                                                                  	 	 
      
	
                                                                    GUARANTY

                                                                  	 	 
      
	 
      	 	 
      
	
                                                                    10.01.
      Guaranty, Limitation of Liability

                                                                  	 	
                                                                    115121

                                                                  
	 
      	 	 
      
	
                                                                    10.02.
      Guaranty Absolute

                                                                  	 	
                                                                    117122

                                                                  
	 
      	 	 
      
	
                                                                    10.03.
      Waivers and Acknowledgments.

                                                                  	 	
                                                                    118123

                                                                  
	 
      	 	 
      
	
                                                                    10.04.
      Subrogation

                                                                  	 	
                                                                    119125

                                                                  
	 
      	 	 
      
	
                                                                    10.05.
      Guaranty Supplements

                                                                  	 	
                                                                    120125

                                                                  
	 
      	 	 
      
	
                                                                    10.06.
      Subordination

                                                                  	 	
                                                                    120125

                                                                  
	 
      	 	 
      
	
                                                                    10.07.
      Continuing Guaranty; Assignments

                                                                  	 	
                                                                    121126

                                                                  
	 
      	 	 
      
	
                                                                    ARTICLE
      XI

                                                                  	 	 
      
	
                                                                    MISCELLANEOUS

                                                                  	 	 
      
	 
      	 	 
      
	
                                                                    11.01.
      Amendments, Etc.

                                                                  	 	
                                                                    121126

                                                                  
	 
      	 	 
      
	
                                                                    11.02.
      Notices; Effectiveness; Electronic Communications

                                                                  	 	
                                                                    123128

                                                                  
	 
      	 	 
      
	
                                                                    11.03.
      No Waiver; Cumulative Remedies; Enforcement

                                                                  	 	
                                                                    125130

                                                                  
	 
      	 	 
      
	
                                                                    11.04.
      Expenses; Indemnity; Damage Waiver

                                                                  	 	
                                                                    126131

                                                                  
	 
      	 	 
      
	
                                                                    11.05.
      Payments Set Aside

                                                                  	 	
                                                                    128133

                                                                  
	 
      	 	 
      
	
                                                                    11.06.
      Successors and Assigns

                                                                  	 	
                                                                    128133

                                                                  
	 
      	 	 
      
	
                                                                    11.07.
      Treatment of Certain Information; Confidentiality

                                                                  	 	
                                                                    132138

                                                                  
	 
      	 	 
      
	
                                                                    11.08.
      Right of Setoff.

                                                                  	 	
                                                                    133139

                                                                  
	 
      	 	 
      
	
                                                                    11.09.
      Interest Rate Limitation

                                                                  	 	
                                                                    133139

                                                                  
	 
      	 	 
      
	
                                                                    11.10.
      Counterparts; Integration; Effectiveness

                                                                  	 	
                                                                    133140

                                                                  
	 
      	 	 
      
	
                                                                    11.11.
      Survival of Representations and Warranties

                                                                  	 	
                                                                    134140

                                                                  
	 
      	 	 
      
	
                                                                    11.12.
      Severability

                                                                  	 	
                                                                    134140

                                                                  
	 
      	 	 
      
	
                                                                    11.13.
      Replacement of Lenders

                                                                  	 	
                                                                    134140

                                                                  
	 
      	 	 
      
	
                                                                    11.14.
      Governing Law; Jurisdiction; Etc.

                                                                  	 	
                                                                    135141

                                                                  
	 
      	 	 
      
	
                                                                    11.15.
      WAIVER OF JURY TRIAL

                                                                  	 	
                                                                    136142

                                                                  


                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
           


        

        
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                        11.17.
      Electronic Execution of Assignments and Certain Other
      Documents

                      	 	
                        137143

                      
	 
      	 	 
      
	
                        11.18.
      USA PATRIOT Act

                      	 	
                        137143

                      
	 
      	 	 
      
	
                        11.19.
      Judgment Currency

                      	 	
                        137144

                      


              

            

          

        

      

    

    


    
      	
              SIGNATURES

            	
              S-1

            


    

     

    
      
        
           


        

        
          vii

          
            

          

        

        
           


        

      

    

    


    SCHEDULES

     

    
      
        	 
      	
                I

              	
                Foreign
      Collateral Documents

              
	 
      	
                II

              	
                Mandatory
      Cost Formulae

              
	 
      	
                III

              	
                Existing
      Letters of Credit

              
	 
      	
                2.01

              	
                Commitments
      and Applicable Percentages

              
	 
      	
                4.01(b)

              	
                Disclosed
      Litigation

              
	 
      	
                5.02

              	
                Subsidiaries

              
	 
      	
                5.04

              	
                Governmental
      Authorizations

              
	 
      	
                5.13

              	
                ERISA
      Information

              
	 
      	
                5.14

              	
                Environmental
      Actions

              
	 
      	
                5.17(a)

              	
                Surviving
      Debt

              
	 
      	
                5.17(b)

              	
                Existing
      Liens

              
	 
      	
                5.17(c)

              	
                Owned
      Real Property

              
	 
      	
                5.17(d)(i)

              	
                Leased
      Real Property (Lessee)

              
	 
      	
                5.17(d)(ii)

              	
                Leased
      Real Property (Lessor)

              
	 
      	
                5.17(e)

              	
                Existing
      Investments

              
	 
      	
                5.18

              	
                Intellectual
      Property Matters

              
	 
      	
                11.02

              	
                Administrative
      Agent’s Office, Certain Addresses for
Notices

              


      

    

     

    EXHIBITS

     

    
      	 
      	
              Form of

            	 
      
	 
      	 
      	 
      
	 
      	
              A

            	
              Committed
      Loan Notice

            
	 
      	
              B

            	
              Swing
      Line Loan Notice

            
	 
      	
              C-1

            	
              Term
      Note

            
	 
      	
              C-2

            	
              Revolving
      Credit Note

            
	 
      	
              D

            	
              Compliance
      Certificate

            
	 
      	
              E-1

            	
              Assignment
      and Assumption

            
	 
      	
              E-2

            	
              Administrative
      Questionnaire

            
	 
      	
              F

            	
              Security
      Agreement

            
	 
      	
              G

            	
              Mortgage

            
	 
      	
              H

            	
              IP
      Security Agreement

            
	 
      	
              I-1

            	
              Opinion
      Matters – Counsel to Loan Parties

            
	 
      	
              I-2

            	
              Opinion
      Matters – Local Counsel to Loan Parties

            
	 
      	
              J

            	
              Guaranty
      Supplement

            


    

     

    
      
        
           


        

        
          viii

          
            

          

        

        
           


        

      

    

     

    CREDIT
AGREEMENT

     

    This
CREDIT AGREEMENT (the “Agreement”) is
entered into as of May 13, 2008, among COLFAX CORPORATION, a Delaware
corporation (the “US
Borrower”), ALLWEILER AKTIENGESELLSCHAFT, a company organized under the
laws of the Federal Republic of Germany (the “European Borrower”
and, together with the US Borrower, the “Borrowers”), each
lender from time to time party hereto (each, a “Lender,”
collectively, the “Lenders”), and BANK
OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C
Issuer.

     

    PRELIMINARY
STATEMENTS:

     

    The US
Borrower intends to make an initial public offering pursuant to an effective
registration statement under the Securities Act of 1933 (the “IPO”) of its common
stock (including both newly issued shares of common stock and existing shares of
common stock held by shareholders of the US Borrower and sold in the IPO) on or
before the Closing Date (as defined below).

     

    The
Borrowers have requested that (a) immediately upon the consummation of the IPO,
the Lenders lend to the Borrowers up to $250,000,000 to refinance certain Debt
of the Borrowers, and (b) from time to time, the Lenders make revolving credit
loans to the Borrowers and the L/C Issuer issue letters of credit for the
account of the Borrowers for working capital and other general corporate
purposes.

     

    In
furtherance of the foregoing, the US Borrower has requested that the Lenders
provide a term A loan facility and the Borrowers have requested that the Lenders
provide a revolving credit facility, and the Lenders have indicated their
willingness to lend, and the L/C Issuer has indicated its willingness to issue
letters of credit, in each case, on the terms and subject to the conditions set
forth herein.

     

    In
consideration of the mutual covenants and agreements herein contained, the
parties hereto covenant and agree as follows:

     

    ARTICLE
I

    DEFINITIONS AND ACCOUNTING
TERMS

     

    1.01.  Defined
Terms.  As
used in this Agreement, the following terms shall have the meanings set forth
below:

     

    “Account Control
Agreement” has the meaning specified in the Security
Agreement.

     

    “Acquisition” has the
meaning specified in Section 6.10(a).

     

    “Administrative Agent”
means Bank of America in its capacity as administrative agent under any of the
Loan Documents, or any successor administrative agent.

     

    
      
        
          Colfax
Credit Agreement

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    “Administrative Agent’s
Office” means, with respect to any currency, the Administrative Agent’s
address and, as appropriate, account as set forth on Schedule 11.02 with respect
to such currency, or such other address or account with respect to such currency
as the Administrative Agent may from time to time provide to the Borrowers and
the Lenders.

     

    “Administrative
Questionnaire” means an Administrative Questionnaire in substantially the
form of Exhibit E-2 or any other form approved by the Administrative
Agent.

     

    “Affiliate” means, as
to any Person, any other Person that, directly or indirectly, controls, is
controlled by or is under common control with such Person or is a director or
officer of such Person.  For purposes of this definition, the term
“control” (including the terms “controlling,” “controlled by” and “under common
control with”) of a Person means the possession, direct or indirect, of the
power to vote 10% or more of the Voting Interests of such Person or to direct or
cause the direction of the management and policies of such Person, whether
through the ownership of Voting Interests, by contract or
otherwise.

     

    “Agreement” has the
meaning specified in the introductory paragraph hereto.

     

    “Agreement Value”
means, for each Hedge Agreement, on any date of determination, an amount
determined by the Administrative Agent equal to the mark-to-market value of such
Hedge Agreement, which will be the unrealized loss on such Hedge Agreement to
the Loan Party or Subsidiary of a Loan Party party to such Hedge Agreement
determined by the Administrative Agent as the amount, if any, by which (a) the
present value of the future cash flows (determined in accordance with the Master
Agreement (Multicurrency Cross Border) published by the International Swap and
Derivatives Association, Inc. with respect to such Hedge Agreement) to be paid
by such Loan Party or Subsidiary exceeds (b) the present value of the future
cash flows (as so determined) to be received by such Loan Party or Subsidiary
pursuant to such Hedge Agreement.

     

    “Aggregate
Commitments” means the Commitments of all the Lenders.

     

    “Alternative Currency” means
each of Euro, Sterling, and, only in connection with the issuance of Letters of
Credit hereunder, each of Krona and Yen.

     

    “Alternative Currency
Equivalent” means, at any time, with respect to any amount denominated in
Dollars, the equivalent thereof in the applicable Alternative Currency as
determined by the Administrative Agent or the L/C Issuer, as the case may be, at
such time on the basis of the Spot Rate (determined in respect of the most
recent Revaluation Date) for the purchase of such Alternative Currency with
Dollars.

     

    “Amendment No. 1” means the
Amendment No. 1 to this Agreement dated as of February 14, 2011 by and among the
Borrowers, the Guarantors, the Administrative Agent and the Lenders listed on
the signature pages thereto.

     

    “Amendment No.1 Effective
Date” has the meaning set forth in Amendment No. 1.

     

    
      
        
          Colfax
Credit Agreement

           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    “Applicable Fee Rate”
means, at any time, in respect of the Revolving Credit Facility (a) from the
Closing Date to the date on which the Administrative Agent receives a Compliance
Certificate pursuant to Section 6.17 for the fiscal quarter ending June 30,
2008, 0.50% per annum and (b) thereafter, the applicable percentage per annum
set forth below determined by reference to the Total Leverage Ratio as set forth
in the most recent Compliance Certificate received by the Administrative Agent
pursuant to Section 6.17:

     

    
      
        
          
            
              
                
                  
                    	
                            Applicable Fee Rate

                          
	
                            Pricing Level

                          	 	
                            Total Leverage Ratio

                          	 	
                            Commitment

                            Fee

                          
	
                            1

                          	 	
                            <
      1.25:1

                          	 	
                            0.400%

                          
	
                            2

                          	 	
                            > 1.25:1 but < 2.50:1

                          	 	
                            0.500%

                          
	
                            3

                          	 	
                            > 2.50:1

                          	 	
                            0.500%

                          


                  

                

              

            

          

        

      

    

     

    Any
increase or decrease in the Applicable Fee Rate resulting from a change in the
Total Leverage Ratio shall become effective as of the first Business Day
immediately following the date a Compliance Certificate is delivered pursuant to
Section 6.17; provided,
however, that, if a Compliance Certificate is not delivered when due in
accordance with such Section, then  Pricing Level 3 shall apply as of
the first Business Day after the date on which such Compliance Certificate was
required to have been delivered and shall remain in effect until the date on
which such Compliance Certificate is delivered.

     

    Notwithstanding
anything to the contrary contained in this definition, the determination of the
Applicable Fee Rate for any period shall be subject to the provisions of Section
2.10(b).

     

    “Applicable
Percentage” means (a) in respect of the Term A Facility, with respect to
any Term A Lender at any time, the percentage (carried out to the ninth decimal
place) of the Term A Facility represented by (i) on or prior to the Closing
Date, such Term A Lender’s Term A Commitment at such time and (ii) thereafter,
the principal amount of such Term A Lender’s Term A Loans at such time, and (b)
in respect of the Revolving Credit Facility, with respect to any Revolving
Credit Lender at any time, the percentage (carried out to the ninth decimal
place) of the Revolving Credit Facility represented by such Revolving Credit
Lender’s Revolving Credit Commitment at such time.  If the commitment
of each Revolving Credit Lender to make Revolving Credit Loans and the
obligation of the L/C Issuer to make L/C Credit Extensions have been terminated
pursuant to Section 8.02, or if the Revolving Credit Commitments have expired,
then the Applicable Percentage of each Revolving Credit Lender in respect of the
Revolving Credit Facility shall be determined based on the Applicable Percentage
of such Revolving Credit Lender in respect of the Revolving Credit Facility most
recently in effect, giving effect to any subsequent assignments.  The
initial Applicable Percentage of each Lender in respect of each Facility is set
forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and
Assumption pursuant to which such Lender becomes a party hereto, as
applicable.

     

    “Applicable Rate”
means in respect of the Term A Facility and the Revolving Credit Facility, (a)
from the Closing Date to the date on which the Administrative Agent receives a
Compliance Certificate pursuant to Section 6.17 for the fiscal quarter ending
June 30, 2008, 1.50% per annum for Base Rate Loans and 2.50% per annum for
Eurocurrency Rate Loans and Letter of Credit Fees and (b) thereafter, the
applicable percentage per annum set forth below determined by reference to the
Total Leverage Ratio as set forth in the most recent Compliance Certificate
received by the Administrative Agent pursuant to Section 6.17:

     

    
      
        
          Colfax
Credit Agreement

           


        

        
          3

          
            

          

        

        
           


        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      	
                              Pricing Level

                            	 	
                              Total Leverage Ratio

                            	 	
                              Applicable Rate

                              For Base Rate Loans

                            	 	
                              Applicable Rate

                              For Eurocurrency
Rate
    Loans

                            
	
                              1

                            	 	
                              <
      1.25:1

                            	 	
                              1.250%

                            	 	
                              2.250%

                            
	
                              2

                            	 	
                              > 1.25:1 but < 2.5:1

                            	 	
                              1.500%

                            	 	
                              2.500%

                            
	
                              3

                            	 	
                              > 2.50:1

                            	 	
                              1.750%

                            	 	
                              2.750%

                            


                    

                  

                

              

            

          

        

      

    

     

    Any
increase or decrease in the Applicable Rate resulting from a change in the Total
Leverage Ratio shall become effective as of the first Business Day immediately
following the date a Compliance Certificate is delivered pursuant to Section
6.17; provided, however,
that, if a Compliance Certificate is not delivered when due in accordance
with such Section, then Pricing Level 3 shall apply in respect of the Term A
Facility and the Revolving Credit Facility, in each case, as of the first
Business Day after the date on which such Compliance Certificate was required to
have been delivered and, in each case, shall remain in effect until the date on
which such Compliance Certificate is delivered.

     

    Notwithstanding
anything to the contrary contained in this definition, the determination of the
Applicable Rate for any period shall be subject to the provisions of Section
2.10(b).

     

    “Applicable Revolving Credit
Percentage” means with respect to any Revolving Credit Lender at any
time, such Revolving Credit Lender’s Applicable Percentage in respect of the
Revolving Credit Facility at such time.

     

    “Applicable Time”
means, with respect to any borrowings and payments in Eurosany
Alternative Currency, the local time in the place of settlement for Eurossuch
Alternative Currency as may be determined by the Administrative Agent or
the L/C Issuer, as the case may be, to be necessary for timely settlement on the
relevant date in accordance with normal banking procedures in the place of
payment.

     

    “Appropriate Lender”
means, at any time, (a) with respect to any of the Term A Facility or the
Revolving Credit Facility, a Lender that has a Commitment with respect to such
Facility or holds a Term A Loan or a Revolving Credit Loan, respectively, at
such time, (b) with respect to the Letter of Credit Sublimit, (i) the L/C Issuer
and (ii) if any Letters of Credit have been issued pursuant to Section 2.03(a),
the Revolving Credit Lenders and (c) with respect to the Swing Line Sublimit and
the European Swing Line Sublimit, (i) the Swing Line Lender and (ii) if any
Swing Line Loans are outstanding pursuant to Section 2.04(a), the Revolving
Credit Lenders.

     

    “Approved Asbestos Insurance
Settlement” means a settlement by the US Borrower or any of its
Subsidiaries of claims under an insurance policy with respect to coverage for
asbestos matters, provided that (a) such
settlement is made in good faith and (b) to the extent that the aggregate amount
of settlement proceeds received after the Closing Date exceeds $25 million, such
settlement is on terms that have been approved by the Required Lenders or is no
less favorable to the US Borrower and its Subsidiaries than such approved
terms.

     

    
      
        
          Colfax
Credit Agreement

           


        

        
          4

          
            

          

        

        
           


        

      

    

    


    “Approved Fund” means
any Fund 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.

     

    “Approved Litton
Judgment” means a final judgment and any Lien relating thereto resulting
from the case of Litton
Industries, Inc. et al. v. IMO Industries, Inc. et al., No. L 1730 97 in
the Superior Court of New Jersey, Law Division, Mercer County (the “Litton Litigation”),
but only for so long as and to the extent that (a) such judgment shall not
exceed $8,886,407, plus accrued interest thereon, and (b) any such judgment is
promptly (and in any event within ten days) paid after all appeals have been
exhausted (and provided,
further, that (i) during such appeals, there is no period of more than
ten consecutive days during which (A) a stay of enforcement of the judgment and
any such Lien or (B) a cross appeal that renders the judgment and any such Lien
unenforceable, in each case, is not in effect, (ii) no such Lien shall remain in
existence for more than 30 days after all appeals have been exhausted, and (iii)
no property of any Loan Party or any Subsidiary of any Loan Party is lost,
forfeited or sold as a result thereof.

     

    “Arranger” means Banc
of America Securities LLC, in its capacity as sole lead arranger and sole book
manager.

     

    “Asbestos Event” means
(a) an asbestos case is settled or judgment is rendered with respect thereto in
an amount, net of insurance coverage, greater than $500,000, (b) the aggregate
number of asbestos related cases filed in any fiscal quarter of the US Borrower
in which the US Borrower or any of its Subsidiaries is a defendant exceeds the
average number of such cases filed against the US Borrower and its Subsidiaries
in the aggregate in the immediately preceding four quarters by greater than 50%
or (c) an insurer that the Administrative Agent has been advised is covering
asbestos matters with respect to the US Borrower or any of its Subsidiaries
becomes insolvent, becomes the subject of a proceeding referred to in Section
8.01(f) or denies coverage with respect to the US Borrower or any of its
Subsidiaries.

     

    “Asbestos Judgment”
means any proceeds awarded by a court resulting from asbestos insurance
litigation by the US Borrower or any of its Subsidiaries under an insurance
policy with respect to asbestos matters, including proceeds from judgments for
damages, attorneys’ fees, interest and any other proceeds awarded by a court in
connection with such litigation.

     

    “Assignee Group” means
two or more Eligible Assignees that are Affiliates of one another or two or more
Approved Funds managed by the same investment advisor.

     

    “Assignment and
Assumption” means an assignment and assumption entered into by a Lender
Party and an Eligible Assignee (with the consent of any party whose consent is
required by Section 11.06(b)), and accepted by the Administrative Agent, in
substantially the form of Exhibit E-1 or any other form approved by the
Administrative Agent.

     

    “Audited Financial
Statements” means the audited Consolidated balance sheet of the US
Borrower and its Subsidiaries for the Fiscal Year ended December 31, 2007, and
the related Consolidated statements of income or operations, shareholders’
equity and cash flows for such Fiscal Year of the US Borrower and its
Subsidiaries, including the notes thereto.

     

    
      
        
          Colfax
Credit Agreement

           


        

        
          5

          
            

          

        

        
           


        

      

    

    


    “Availability Period”
means in respect of the Revolving Credit Facility, the period from and including
the Closing Date to the earliest of (a) the Maturity Date for the Revolving
Credit Facility, (b) the date of termination of the Revolving Credit Commitments
pursuant to Section 2.06, and (c)
the date of termination of the commitment of each Revolving Credit Lender to
make Revolving Credit Loans and of the obligation of the L/C Issuer to make L/C
Credit Extensions pursuant to Section 8.02.

     

    “Available Amount” of
any Letter of Credit means, at any time, the maximum amount available to be
drawn under such Letter of Credit at such time (assuming compliance at such time
with all conditions to drawing).

     

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

     

    “Bank Guarantee” means
a guarantee issued by a bank or other financial institution, for the account of
the US Borrower or any Subsidiary of the US Borrower, to support obligations of
such Person incurred in the ordinary course of such Person’s
business.

     

    “Bankruptcy Law” means
any proceeding of the type referred to in Section 8.01(f) or Title 11, U.S.
Code, or any similar foreign, federal or state law for the relief of debtors
including, without limitation, the German Insolvency Act (Insolvenzordnung).

     

    “Base Rate” means for
any day a fluctuating rate per annum equal to the higher of (a) the Federal
Funds Rate plus 1/2 of
1% and (b) the rate of interest in effect for such day as publicly announced
from time to time by Bank of America as its “prime rate.”  The “prime
rate” is a rate set or established by Bank of America based upon various factors
including Bank of America’s costs and desired return, general economic
conditions and other factors, and is used as a reference point for pricing some
loans, which may be priced at, above, or below such announced rate, and is not
necessarily the lowest rate quoted by Bank of America.  Any change in
such rate announced by Bank of America shall take effect at the opening of
business on the day specified in the public announcement of such
change.

     

    “Base Rate Loan” means
a Revolving Credit Loan or a Term A Loan that bears interest based on the Base
Rate.

     

    “Borrowers” has the
meaning specified in the introductory paragraph hereto.

     

    “Borrower Materials”
means, collectively, all materials and/or information provided by or on behalf
of the Borrowers hereunder.

     

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

     

    “Business Day” means a
day of the year on which banks are not required or authorized by Law to close in
New York City and, if the applicable Business Day relates to any Eurocurrency
Rate Loans,
(a) in the case of Loans denominated in Dollars or
Sterling, on which dealings are carried on in the London interbank
market,
and,
(b) in the case of Loans denominated in Euros, on which the Trans
European Automated Real Time Gross Settlement Express Transfer (TARGET) System
is open.  

     

    
      
        
          Colfax
Credit Agreement

           


        

        
          6

          
            

          

        

        
           


        

      

    

    


    “Capital Expenditures”
means, for any Person for any period, the sum of, without duplication, (a) all
expenditures made, directly or indirectly, by such Person or any of its
Subsidiaries during such period for equipment, fixed assets, real property or
improvements, or for replacements or substitutions therefor or additions
thereto, that have been or should be, in accordance with US GAAP, reflected as
additions to property, plant or equipment on a Consolidated balance sheet of
such Person or have a useful life of more than one year plus (b) the aggregate
principal amount of all Debt (including Obligations under Capitalized Leases)
assumed or incurred in connection with any such expenditures.

     

    “Capitalized Leases”
means all leases that have been or should be, in accordance with US GAAP,
recorded as capitalized leases.

     

    “Cash Collateralize”
has the meaning specified in Section 2.03(g).

     

    “Cash Equivalents”
means any of the following, to the extent owned by the US Borrower or any of its
Subsidiaries free and clear of all Liens other than Liens created under the
Collateral Documents and having a maturity of not greater than 180 days from the
date of acquisition thereof:  (a) readily marketable direct
obligations of the Government of the United States or any agency or
instrumentality thereof or obligations unconditionally guaranteed by the full
faith and credit of the Government of the United States, (b) insured
certificates of deposit of or time deposits with any commercial bank that is a
Lender or a member of the Federal Reserve System, issues (or the parent of which
issues) commercial paper rated as described in clause (c) below, is organized
under the laws of the United States or any State thereof and has combined
capital and surplus of at least $1 billion or (c) commercial paper in an
aggregate amount of no more than $1,000,000 per issuer outstanding at any time,
issued by any corporation organized under the laws of any State of the United
States and rated at least “Prime 1” (or the then equivalent grade) by Moody’s
Investors Service, Inc. or “A 1” (or the then equivalent grade) by Standard
& Poor’s, a division of The McGraw Hill Companies, Inc. or (d) Investments,
classified in accordance with US GAAP as Current Assets of the US Borrower or
any of its Subsidiaries, in money market investment programs registered under
the Investment Company Act of 1940, as amended, which are administered by
financial institutions that have the highest rating obtainable from either
Moody’s or S&P, and the portfolios of which are limited solely to
Investments of the character, quality and maturity described in clauses (a), (b)
and (c) of this definition.

     

    “Cash Management
Agreement” means any agreement to provide cash management services,
including treasury, depository, overdraft, credit or debit card, electronic
funds transfer and other cash management arrangements.

     

    “Cash Management Bank”
means any Person that, at the time it enters into a Cash Management Agreement,
is a Lender or an Affiliate of a Lender, in its capacity as a party to such Cash
Management Agreement.

     

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

     

    “CERCLIS” means the
Comprehensive Environmental Response, Compensation and Liability Information
System maintained by the U.S. Environmental Protection Agency.

     

    
      
        
          Colfax
Credit Agreement

           


        

        
          7

          
            

          

        

        
           


        

      

    

    


    “Change in Law” means
the occurrence, after the date of this Agreement, of any of the following: (a)
the adoption or taking effect of any law, rule, regulation or treaty, (b) any
change in any law, rule, regulation or treaty or in the administration,
interpretation or application thereof by any Governmental Authority or (c) the
making or issuance of any request, guideline or directive (whether or not having
the force of law) by any Governmental Authority.

     

    “Change of Control”
means the occurrence of any of the following:  (a) any Person or two
or more Persons (other than the Equity Investors) acting in concert shall have
acquired beneficial ownership (within the meaning of Rule 13d 3 of the
Securities and Exchange Commission under the Securities Exchange Act of 1934),
directly or indirectly, of Voting Interests of the US Borrower (or other
securities convertible into such Voting Interests) representing 30% or more of
the combined voting power of all Voting Interests of the US Borrower; or (b)
during any period of up to twelve consecutive months, commencing on or after the
consummation of an IPO, individuals who at the beginning of such twelve-month
period were directors of the US Borrower shall cease for any reason to
constitute a majority of the board of directors of the US Borrower.

     

    “Closing Date” means
the first date all the conditions precedent in Section 4.01 are satisfied or
waived in accordance with Section 11.01.

     

    “Code” means the
Internal Revenue Code of 1986, as amended from time to time, and the regulations
promulgated and rulings issued thereunder.

     

    “Collateral” means all
of the “Collateral” and “Mortgaged Property” referred to in the Collateral
Documents and all of the other property that is or is intended under the terms
of the Collateral Documents to be subject to Liens in favor of the
Administrative Agent for the benefit of the Secured Parties.

     

    “Collateral Agent”
means the Administrative Agent and/or any Affiliate or designee thereof as
collateral agent under any of the Collateral Documents.

     

    “Collateral and Guarantee
Requirement” means:

     

    (a)            with
respect to the German Loan Parties, that the requirements of Section 4.01 (as of
the Closing Date) and Section 6.10 have been satisfied with respect to such Loan
Parties; and

     

    (b)            with
respect to the Swedish Loan Parties, that the requirements of Part 2 of Schedule
I and all requirements of Section 6.10 have been satisfied with respect to such
Loan Parties.

     

    “Collateral Documents”
means, collectively, the Security Agreement, the Mortgages, the Foreign
Collateral Documents, the IP Security Agreement, each of the mortgages,
collateral assignments, Security Agreement Supplements, IP Security Agreement
Supplements, security agreements, pledge agreements or other similar agreements
delivered to the Administrative Agent pursuant to Section 6.10, and each of the
other agreements, instruments or documents that creates or purports to create a
Lien in favor of the Administrative Agent for the benefit of the Secured
Parties.

     

    
      
        
          Colfax
Credit Agreement

           


        

        
          8

          
            

          

        

        
           


        

      

    

    


    “Commitment” means a
Term A Commitment or a Revolving Credit Commitment, as the context may
require.

     

    “Committed Loan
Notice” means a notice of (a) a Term A Borrowing, (b) a Revolving Credit
Borrowing, (c) a conversion of Loans from one Type to the other, or (d) a
continuation of Eurocurrency Rate Loans, pursuant to Section 2.02(a), which, if
in writing, shall be substantially in the form of Exhibit A.

     

    “Company” means CLFX
LLC, a Delaware limited liability company.

     

    “Compliance
Certificate” means a certificate substantially in the form of Exhibit
D.

     

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

     

    “Contingent
Obligation” means, with respect to any Person, any Obligation or
arrangement of such Person to guarantee or intended to guarantee any Debt,
leases, dividends or other payment Obligations (“primary obligations”)
of any other Person (the “primary obligor”) in
any manner, whether directly or indirectly, including, without limitation, (a)
the direct or indirect guarantee, endorsement (other than for collection or
deposit in the ordinary course of business), co making, discounting with
recourse or sale with recourse by such Person of the Obligation of a primary
obligor, (b) the Obligation to make take-or-pay or similar payments, if
required, regardless of nonperformance by any other party or parties to an
agreement or (c) any Obligation of such Person, whether or not contingent, (i)
to purchase any such primary obligation or any property constituting direct or
indirect security therefor, (ii) to advance or supply funds (A) for the purchase
or payment of any such primary obligation or (B) to maintain working capital or
equity capital of the primary obligor or otherwise to maintain the net worth or
solvency of the primary obligor, (iii) to purchase property, assets, securities
or services primarily for the purpose of assuring the owner of any such primary
obligation of the ability of the primary obligor to make payment of such primary
obligation or (iv) otherwise to assure or hold harmless the holder of such
primary obligation against loss in respect thereof.  The amount of any
Contingent Obligation shall be deemed to be an amount equal to the stated or
determinable amount of the primary obligation in respect of which such
Contingent Obligation is made (or, if less, the maximum amount of such primary
obligation for which such Person may be liable pursuant to the terms of the
instrument evidencing such Contingent Obligation) or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof
(assuming such Person is required to perform thereunder), as determined by such
Person in good faith.

     

    “Credit Extension”
means each of the following:  (a) a Borrowing and (b) an L/C Credit
Extension.

     

    “Current Assets” of
any Person means all assets of such Person that would, in accordance with US
GAAP, be classified as current assets of a company conducting a business the
same as or similar to that of such Person, after deducting adequate reserves in
each case in which a reserve is proper in accordance with US GAAP.

     

    
      
        
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Credit Agreement

           


        

        
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    “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, (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 Capitalized Leases, (f) all
Obligations of such Person under acceptance, letter of credit or similar
facilities, or in respect of any Bank Guarantee, (g) all Obligations of such
Person to purchase, redeem, retire, defease or otherwise make any payment in
respect of any Equity Interests in such Person or any other Person or any
warrants, rights or options to acquire such Equity Interests, valued, in the
case of Redeemable Preferred Interests, at the greater of its voluntary or
involuntary liquidation preference plus accrued and unpaid
dividends, (h) all Obligations of such Person in respect of Hedge Agreements,
valued at the Agreement Value thereof, (i) all Contingent Obligations and Off
Balance Sheet Obligations of such Person and (j) all indebtedness and other
payment Obligations referred to in clauses (a) through (i) above of another
Person 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
indebtedness or other payment Obligations.

     

    “Debt for Borrowed
Money” of any Person means all items that, in accordance with US GAAP,
would be classified as indebtedness on a Consolidated balance sheet of such
Person.

     

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

     

    “Default” means any
event or condition that constitutes an Event of Default or that, with the giving
of any notice, the passage of time, or both, would be an Event of
Default.

     

    “Default Rate” means
(a) when used with respect to Obligations other than Letter of Credit Fees, an
interest rate equal to (i) the Base Rate plus (ii) the Applicable
Rate, if any, applicable to Base Rate Loans under the Term A Facility plus (iii) 2% per annum;
provided, however,
that, with respect to a Eurocurrency Rate Loan, the Default Rate shall be
an interest rate equal to the interest rate (including any Applicable
Rate  and any Mandatory Cost) otherwise applicable to such Loan plus 2% per annum and (b)
when used with respect to Letter of Credit Fees, a rate equal to the Applicable
Rate plus 2% per
annum.

     

    “Default Request” has
the meaning set forth in Section 6.10(a).

     

    
      
        
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Credit Agreement

           


        

        
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    “Defaulting Lender”
means, subject
to Section 2.16, any Lender that, as
determined by the Administrative Agent, (a) has failed to fundperform
any portion
of the Term A Loans, Revolving Credit Loans,of its
funding obligations hereunder, including in respect of its Loans or
participations in L/C
Obligations or participations inrespect
of Letters of Credit or Swing Line Loans
required to be funded by it
hereunder,
within onethree
(3) Business DayDays
of the date required to be funded by it hereunder, (b) has otherwise
failed to pay over tonotified
the Borrowers or the Administrative Agent or any
other Lender any other amount required to be paid by it
hereunder within one Business Day of the date when due, unless the subject of a
good faith dispute, or (c) has been deemed insolvent orthat it
does not intend to comply with its funding obligations or has made a public
statement to that effect with respect to its
funding obligations hereunder or under other agreements in which it commits to
extend credit, (c) has failed, within three (3) Business Days after request by
the Administrative Agent, to confirm in a manner satisfactory to the
Administrative Agent that it
will comply with its funding obligations, or (d) has, or has a direct or
indirect parent company that has, (i) become the subject of a bankruptcy
or insolvency proceedingproceeding
under any Debtor Relief Law, (ii) had a receiver, conservator, trustee,
administrator, assignee for the benefit of creditors or similar Person charged
with reorganization or liquidation of its business or a custodian appointed for
it, or (iii) taken any action in furtherance of, or indicated its consent to,
approval of or
acquiescence in any such proceeding or appointment; provided that a
Lender shall not be a Defaulting Lender solely by virtue of the ownership or
acquisition of any equity interest in that Lender or any direct or indirect
parent company thereof by a Governmental
Authority.

     

    “Disclosed Litigation”
has the meaning set forth in Section 4.01(b).

     

    “Disposition” or
“Dispose” means
the sale, transfer, license, lease or other disposition (including any sale and
leaseback transaction) of any property by any Person (or the granting of any
option or other right to do any of the foregoing), including any sale,
assignment, transfer or other disposal, with or without recourse, of any notes
or accounts receivable or any rights and claims associated therewith, but
excluding the granting of any Liens permitted pursuant to Section
7.01.

     

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

     

    “Dollar Equivalent”
means, at any time, (a) with respect to any amount denominated in Dollars, such
amount, and (b) with respect to any amount denominated in Eurosan
Alternative Currency, the equivalent amount thereof in Dollars as
determined by the Administrative Agent or the L/C Issuer, as the case may be, at
such time on the basis of the Spot Rate (determined in respect of the most
recent Revaluation Date) for the purchase of Dollars with Eurossuch
Alternative Currency.

     

    
      
        
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    “EBITDA” means, for
any period, (a) the sum, determined on a Consolidated basis for the most
recently completed Measurement Period, of (i) net income (or net loss), and, to
the extent reflected in the calculation of such net income (or net loss), (ii)
net interest expense, (iii) income tax expense, (iv) depreciation expense, (v)
amortization expense, (vi) noncash
goodwill impairment charges under FAS 142, (vii) losses from discontinued
operations, extraordinary losses and losses from sales of assets outside the
ordinary course of business, (viii) noncash other non-operating expenses, (ix)
noncash expenses recognized pursuant to FASB 123R, (x) write-off of capitalized
initial public offering costs and capitalized costs associated with the Existing
Credit Agreement incurred prior to the Closing Date, (xi) payments to certain
current and former executive officers paid in connection with the IPO pursuant
to the US Borrower's 2001 Employee Appreciation Rights Plan and 2006 Executive
Stock Rights Plan, (xii) expenses of the Equity Investors incurred in connection
with the IPO to the extent paid or reimbursed by the US Borrower, (xiii)
expenses incurred
in connection with the Restructuring
in an amount not to exceed $20,000,000 in the aggregate, (xiv) expenses
associated with the settlement or payment of asbestos liabilities, and
(xivxv)
costs associated with the action of the US Borrower and its Subsidiaries against
its asbestos insurers for coverage in respect of asbestos liabilities, minus (b) gains from
discontinued operations, extraordinary gains and gains from sales of assets
outside the ordinary course of business, in each case of the US Borrower and its
Subsidiaries, and, to the extent otherwise  reflected in the
calculation of net income (or net loss) for such period, any gains associated
with asbestos claims, in each case determined (except as otherwise provided
herein) in accordance with US GAAP for the most recently completed Measurement
Period, it being understood that “EBITDA” shall, for purposes of calculating
compliance with the Total Leverage Ratio in Section 6.18(a) and for purposes of
determining the Applicable Rate, be (1) increased for any Measurement Period in
which the purchase or other acquisition of all of the Equity Interests in, or
all or substantially all of the property and assets of, any Person, has
occurred, by the EBITDA of the Person or assets being acquired using the
historical financial statements (including audited financial statements, to the
extent available) for such Person and (2) decreased for any Measurement Period
in which the sale, transfer or other disposition of all of the Equity Interests
in, or all or substantially all of the property and assets of, any Person, has
occurred, by, in each case, the EBITDA of the Person or assets being acquired or
sold, as applicable, using the historical financial statements (including
audited financial statements, to the extent available) for such Person, and all
such adjustments to the EBITDA of the US Borrower and its Subsidiaries as
specified in the foregoing clauses (1) and (2) shall be accompanied by a
certification of a Responsible Officer of the US Borrower stating that such
adjustments have been prepared in accordance with US GAAP.

     

    “Eligible Assignee”
means any Person that meets the requirements to be an assignee under Section
11.06(b)(iii), (v) or (vi) (subject to such consents, if any, as may be required
under Section 11.06(b)(iii)).

     

    “EMU Legislation”
means the legislative measures of the European Council for the introduction of,
changeover to or operation of a single or unified European
currency.

     

    “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 arising under or with respect to
any Environmental Law, any Environmental Permit or Hazardous Material or arising
from alleged injury or threat 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 third party for damages,
contribution, indemnification, cost recovery, compensation or injunctive relief;
provided, however, that
Environmental Action shall not include any asbestos-related
litigation.

     

    “Environmental Law”
means any applicable Federal, state, local or foreign statute, law, ordinance,
rule, regulation, code, order, writ, judgment, injunction, 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, or exposure to, Hazardous
Materials.

     

    
      
        
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    “Environmental
Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or
indemnities), of the Borrowers, any other Loan Party or any of their respective
Subsidiaries 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.

     

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

     

    “Environmental
Reports” means environmental assessment reports, prepared by
Environmental Resources Management in accordance with ASTM 1527-05 standards,
and a letter from the US Borrower to the Administrative Agent indicating (a) the
status of any Recognized Environmental Conditions (as defined in such standards)
identified in such reports and (b) “most likely” case and “reasonable worst”
case estimates for investigating and remediating the Recognized Environmental
Conditions.

     

    “Equity Interests”
means, with respect to any Person, shares of capital stock of (or other
ownership or profit interests in) such Person, warrants, options or other rights
for the purchase or other acquisition from such Person of shares of capital
stock of (or other ownership or profit interests in) such Person, securities
convertible into or exchangeable for shares of capital stock of (or other
ownership or profit interests in) such Person or warrants, rights or options for
the purchase or other acquisition from such Person of such shares (or such other
interests), and other ownership or profit interests in such Person (including,
without limitation, partnership, member or trust interests therein), whether
voting or nonvoting, and whether or not such shares, warrants, options, rights
or other interests are authorized or otherwise existing on any date of
determination.

     

    “Equity Investors”
means Mitchell P. Rales and Steven M. Rales, their respective heirs and any
estate-planning trust for the benefit of members of their immediate families
with respect to which either Mitchell P. Rales or Steven M. Rales is the
trustee.

     

    “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
controlled group of any Loan Party, or under common control with any Loan Party,
within the meaning of Section 414 of the Internal Revenue Code.

     

    
      
        
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    “ERISA Event” means
(a) (i) the occurrence of a Reportable Event, or (ii) the requirements of
Section 4043(b) of ERISA apply 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 any Loan Party or any
ERISA Affiliate in the circumstances described in Section 4062(e) of ERISA; (e)
the withdrawal by any Loan Party 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 imposition of a lien under
Section 303(k) of ERISA shall have been met with respect to any Plan; (g) a
determination that any Plan is in “at risk” status (within the meaning of
Section 303 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, such
Plan.

     

    “Euro” and “€” mean the lawful
currency of the Participating Member States introduced in accordance with the
EMU Legislation.

     

    “Euro Equivalent” means, at
any time, with respect to any amount denominated in Dollars, the equivalent amount
thereof in Euros as determined by the Administrative Agent or the L/C Issuer, as
the case may be, at such time on the basis of the Spot Rate (determined in
respect of the most recent Revaluation Date) for the purchase of Euros
with
Dollars.

     

    “Eurocurrency Base
Rate”  means, for any Interest Period with respect to a
Eurocurrency Rate Loan, the rate per annum equal to the British Bankers
Association LIBOR Rate (or, in the case of European Swing Line Loans made in
Euros, EURIBOR) (“BBA LIBOR”), as
published by Reuters (or other commercially available source providing
quotations of BBA LIBOR as designated by the Administrative Agent from time to
time) at approximately 11:00 A.M. (London time) on the date that is two Business
Days prior to the commencement of such Interest Period (or at the time
determined by the Administrative Agent in the case of European Swing Line
Loans), for deposits in the relevant currency (for delivery on the first day of
such Interest Period) with a term equivalent to such Interest
Period.  If such rate is not available at such time for any reason,
then the “Eurocurrency Base Rate” for such Interest Period shall be the rate per
annum determined by the Administrative Agent to be the rate at which deposits in
the relevant currency for delivery on the first day of such Interest Period in
Same Day Funds in the approximate amount of the Eurocurrency Rate Loan being
made, continued or converted by Bank of America and with a term equivalent to
such Interest Period would be offered by Bank of America’s London Branch (or
other Bank of America branch or Affiliate) to major banks in the London or other
offshore interbank market for such currency at their request at approximately
11:00 A.M. (London time) on the date that is two Business Days prior to the
commencement of such Interest Period (or as otherwise determined by the
Administrative Agent in the case of European Swing Line Loans).

     

     

    “Eurocurrency Rate
Loan” means a Revolving Credit Loan or a Term A Loan that bears interest
at a rate based on the Eurocurrency Rate.  Eurocurrency Rate Loans may
be denominated in Dollars or in Eurosan
Alternative Currency.  All Loans denominated in Eurosan
Alternative Currency must be Eurocurrency Rate Loans.

     

    
      
        
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    “Eurocurrency Rate”
means for any Interest Period, (a) with respect to a Eurocurrency Rate Loan
denominated in Eurosan
Alternative Currency, the Eurocurrency Base Rate, and (b) with respect to
a Eurocurrency Rate Loan denominated in Dollars, a rate per annum determined by
the Administrative Agent pursuant to the following formula:

     

    
      
        	
                Eurocurrency
      Rate  =  

              	
                                Eurocurrency
      Base
      Rate                
      

                1.00
      – Eurocurrency Reserve
Percentage

              


      

    

     

    “Eurocurrency Reserve
Percentage” means, for any day during any Interest Period, the reserve
percentage (expressed as a decimal, carried out to five decimal places) in
effect on such day, whether or not applicable to any Lender, under regulations
issued from time to time by the FRB for determining the maximum reserve
requirement (including any emergency, supplemental or other marginal reserve
requirement) with respect to Eurodollar funding (currently referred to as
“Eurocurrency liabilities”).  The Eurocurrency Rate for each
outstanding Eurocurrency Rate Loan denominated in Dollars shall be adjusted
automatically as of the effective date of any change in the Eurocurrency Reserve
Percentage.

     

    “European Borrower”
has the meaning specified in the introductory paragraph hereto.

     

    “European Guarantor”
means each of Allweiler Group GmbH, IMO AB, each German Loan Party and each
Swedish Loan Party.

     

    “European Incremental
Facility” has the meaning specified in Section 2.14(a).

     

    “European Loan Party”
means the European Borrower and each of the European Guarantors.

     

    “European Obligations
Guarantors” means the US Borrower, each US Subsidiary (other than any
Inactive Subsidiary) and each European Guarantor, together with any Subsidiaries
of the US Borrower that become parties hereto pursuant to Section
6.10.

     

    “European Revolving Loan
Value” means, at any time, the sum of the following:

     

    (a)    if
and for so long as the Collateral and Guarantee Requirement has been satisfied
with respect to the German Loan Parties, $100 million; and

     

    (b)    if
and for so long as the Collateral and Guarantee Requirement has been satisfied
with respect to the Swedish Loan Parties, $15 million;

     

    provided that the
Administrative Agent may deduct from such amounts from time to time such
reserves in its reasonable discretion if it determines the same to be
appropriate under the facts and circumstances in existence at the time of such
determination, including, without limitation, the failure or inability of the
Loan Parties to comply with the requirements of Section 6.10(a) (without regard
to the provisions of Section 6.01(b)), whether by reason of the provisions of
Section 6.10(b) or otherwise.

     

    
      
        
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    “European Swing Line
Loans” means Swing Line Loans in Euroan
Alternative Currency that are made to either
the US Borrower or the European Borrower.

     

    “European Swing Line
Sublimit” means an amount equal to the lesser of (a) the Dollar
Equivalent of €5,000,000 and (b) the Revolving Credit Facility.  The
European Swing Line Sublimit is part of, and not in addition to, the Revolving
Credit Facility.

     

    “Event of Default” has
the meaning specified in Section 8.01.

     

    “Excluded Taxes”
means, with respect to the Administrative Agent, any Lender, the L/C Issuer or
any other recipient of any payment to be made by or on account of any obligation
of the Borrowers hereunder, (a) taxes imposed on or measured by its overall net
income (however denominated), and franchise taxes imposed on it (in lieu of net
income taxes), by the jurisdiction (or any political subdivision thereof) 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 or any
similar tax imposed by any other jurisdiction in which either Borrower is
located, (c) any backup withholding tax that is required by the Code to be
withheld from amounts payable to a Lender that has failed to comply with clause
(A) of Section 3.01(e)(ii), and (d) in the case of a Foreign Lender (other than
an assignee pursuant to a request by the Borrowers under Section 11.13), any
United States withholding tax that (i)
is required to be imposed on amounts payable to such Foreign Lender pursuant to
the Laws in force at the time such Foreign Lender becomes a party hereto (or
designates a new Lending Office) or (ii) is attributable to such Foreign
Lender’s failure or inability (other than as a result of a Change in Law) to
comply with clause (B) of Section 3.01(e)(ii), 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 Borrowers with respect to such withholding tax pursuant to
Section 3.01(a)(ii).  Notwithstanding anything to the contrary
contained in this definition, “Excluded Taxes” shall not include any withholding
tax imposed at any time on payments made by or on behalf of a European Loan
Party to any Lender hereunder or under any other Loan Document, provided that such Lender
shall have complied with Section 3.01(e)(i).

     

    “Existing Credit
Agreement” means that certain Credit Agreement dated as of May 30, 2003,
among the Borrowers, CLFX LLC, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as sole bookrunning lead arranger and syndication agent, The Bank
of Nova Scotia, as collateral agent and administrative agent, Wachovia Bank,
National Association, as documentation agent, and a syndicate of lenders, as
amended.

     

    “Existing Letters of
Credit” means those letters of credit and bank guarantees listed on
Schedule III hereto.

     

    “Extraordinary
Receipt” means any cash received by or paid to or for the account of any
Person not in the ordinary course of business, including, without limitation,
tax refunds, pension plan reversions, proceeds of insurance (including, without
limitation, any key man life insurance but excluding proceeds of business
interruption insurance to the extent such proceeds constitute compensation for
lost earnings), condemnation awards (and payments in lieu thereof), indemnity
payments and any purchase price adjustment received in connection with any
purchase agreement; provided,
however, that, so long as no Default shall have occurred and be
continuing at the time of receipt thereof, Extraordinary Receipts shall not
include insurance proceeds or condemnation awards to the extent that such
proceeds or awards in respect of loss or damage to equipment, fixed assets or
real property are applied to replace or repair the equipment, fixed assets or
real property in respect of which such proceeds were received in accordance with
the Loan Documents, so long as such application is made within 6 months after
the occurrence of such damage or loss.

     

    
      
        
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Credit Agreement

           


        

        
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    “Facility” means the
Term A Facility or the Revolving Credit Facility, as the context may
require.

     

    “Federal Funds Rate”
means, for any day, the rate per annum equal to the weighted average of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers on such day, as published by
the Federal Reserve Bank of New York on the Business Day next succeeding such
day; provided that (a)
if such day is not a Business Day, the Federal Funds Rate for such day shall be
such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day, and (b) if no such rate is so
published on such next succeeding Business Day, the Federal Funds Rate for such
day shall be the average rate (rounded upward, if necessary, to a whole multiple
of 1/100 of 1%) charged to Bank of America on such day on such transactions as
determined by the Administrative Agent.

     

    “Fee Letter” means the
letter agreement, dated March 13, 2008, among the Borrowers, the Administrative
Agent and the Arranger.

     

    “First-Tier Foreign
Subsidiary” means IMO AB, Allweiler Group GmbH and each future Foreign
Subsidiary, all of the Equity Interests in which are owned directly by the US
Borrower or a US Subsidiary.

     

    “Fiscal Year” means a
fiscal year of the US Borrower and its Subsidiaries ending on December 31 in any
calendar year.

     

    “Fixed Charge Coverage
Ratio” means, for any Measurement Period, the ratio of (a) EBITDA for
such Measurement Period to (b) the sum of (i) cash interest paid on all Debt for
Borrowed Money plus
(ii) principal amounts of all Debt for Borrowed Money paid (other than
prepayments (voluntary or mandatory) of the Loans) plus (iii) cash taxes paid
plus (iv) Capital
Expenditures incurred plus (v) Permitted Cash
Dividends paid plus
(vi) cash expenditures less
insurance
proceeds received by the US Borrower and its Subsidiaries during such
Measurement Period, in
each
case, with respect to other
non-operating expenses (other than settlement expenses with respect to Disclosed
Litigation (other than asbestos litigation)) accrued in a prior Measurement
Periodthe
settlement or payment of asbestos liability and defense costs
(the items referred to in this clause (b) being, collectively, “Fixed
Charges”).

     

    “Foreign Collateral”
means all Collateral securing the Guaranteed European Obligations.

     

    “Foreign Collateral
Documents” means the documents listed on Schedule I hereto, together with
each other agreement that creates or purports to create a Lien in favor of the
Administrative Agent for the benefit of the Secured Parties in any Foreign
Collateral.

     

    
      
        
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    “Foreign Lender” means
any Lender that is organized under the Laws of a jurisdiction other than that in
which the US Borrower is resident for tax purposes (including such a Lender when
acting in the capacity of the L/C Issuer).  For purposes of this
definition, the United States, each State thereof and the District of Columbia
shall be deemed to constitute a single jurisdiction.

     

    “Foreign Plan” has the
meaning specified in Section 5.13(e).

     

    “Foreign Subsidiary”
means any Subsidiary of the US Borrower that is not a US
Subsidiary.

     

    “Fronting
Exposure”
means, at any time there is a Defaulting Lender, (a) with respect
to the L/C Issuer, such Defaulting Lender’s Applicable Percentage of
the outstanding L/C Obligations other than L/C Obligations as to which such
Defaulting Lender’s participation obligation
has been reallocated to other Lenders or Cash Collateralized in
accordance with the terms hereof, and (b) with respect to the Swing Line Lender,
such Defaulting Lender’s Applicable Percentage of
Swing Line Loans other than Swing Line Loans as to which such Defaulting
Lender’s participation
obligation has been reallocated
to other Lenders or Cash Collateralized in accordance with the terms
hereof.

     

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

     

    “Fund” means any
Person (other than a natural person) that is (or will be) engaged in making,
purchasing, holding or otherwise investing in commercial loans and similar
extensions of credit in the ordinary course of its activities.

     

    “Funded Debt” of any
Person means Debt in respect of the Loans, in the case of the Borrowers, and all
other Debt of such Person that by its terms matures more than one year after the
date of determination or matures within one year from such date but is renewable
or extendible, at the option of such Person, to a date more than one year after
such date or arises under a revolving credit or similar agreement that obligates
the lender or lenders to extend credit during a period of more than one year
after such date, including, without limitation, all amounts of Funded Debt of
such Person required to be paid or prepaid within one year after the date of
determination.

     

    “German Fiscal Group”
has the meaning set forth in the definition of German Interest
Payments.

     

    “German GAAP” means
the accounting principles, standards and practices generally accepted from time
to time in the Federal Republic of Germany.

     

    “German Interest
Payments” means the excess of any
interest expense of the European Borrower and any German resident company within
the same fiscal group (Organschaft) for corporate
income and trade tax purposes as the European Borrower (together the “German Fiscal Group”)
over its interest income as referenced by Section 4h para. 1 sentence 1 of the
German Income Tax Act.

     

    
      
        
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    “German Loan Party”
means each present and future Subsidiary of the US Borrower that is organized
under the laws of Germany (other than an Inactive Subsidiary).

     

    “Governmental
Authority” means any nation or government, any state, province, city,
municipal entity or other political subdivision thereof, and any governmental,
executive, legislative, judicial, administrative or regulatory agency,
department, authority, instrumentality, commission, board, bureau or similar
body, whether federal, state, provincial, territorial, local or
foreign.

     

    “Governmental
Authorization” means any authorization, approval, consent, franchise,
license, covenant, order, ruling, permit, certification, exemption, notice,
declaration or similar right, undertaking or other action of, to or by, or any
filing, qualification or registration with, any Governmental
Authority.

     

    “Guaranteed European
Obligations,” “Guaranteed
Obligations” and “Guaranteed US
Obligations” each have the meaning specified in Section
10.01.

     

    “Guarantors” means the
US Obligations Guarantors and the European Obligations Guarantors.

     

    “Guaranty” means the
guaranty set forth in Article X, together with each other guaranty and guaranty
supplement delivered pursuant to Section 6.10, in each case as amended, amended
and restated, modified or otherwise supplemented, guaranteeing the Guaranteed
European Obligations or the Guaranteed US Obligations, as
applicable.

     

    “Guaranty Supplement”
has the meaning specified in Section 10.05.

     

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

     

    “Hedge Agreements”
means interest rate swap, cap or collar agreements, interest rate future or
option contracts, currency swap agreements, currency future or option contracts
and other hedging agreements, and any guaranty thereof.

     

    “Hedge Bank” means any
current or former Lender or an Affiliate of a Lender in its capacity as a party
to a Secured Hedge Agreement, provided that, in the case of
a former Lender, it or its Affiliate entered into such Hedge Agreement at the
time it was a Lender.

     

    “IMO Group” means Imo
Holdings, Inc. and each of its Subsidiaries.

     

    “Inactive Subsidiary”
means a subsidiary of the US Borrower that (a) is not engaged in any business or
activity and (b) does not own or hold any assets or property (except, in the
case of Colfax Pumpen GmbH, up to 1.0% of the equity interests in Toshaco Pumps
Private Limited, an Indian company).

     

    
      
        
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    “Increase Date” has
the meaning specified in Section 2.14(a).

     

    “Increasing Lender”
has the meaning specified in Section 2.14(b).

     

    “Incremental
Commitments” has the meaning specified in Section 2.14(a).

     

    “Incremental Facility”
has the meaning specified in Section 2.14(a).

     

    “Indemnified
Taxes” means
Taxes other than Excluded Taxes.

     

    “Indemnitee” has the
meaning specified in Section 11.04(b).

     

    “Information” has the
meaning specified in Section 11.07.

     

    “Information
Memorandum” means the information memorandum dated March 2008 used by the
Arranger in connection with the syndication of the Commitments.

     

    “Insufficiency” means,
with respect to any Plan, the amount, if any, of its unfunded benefit
liabilities, as defined in Section 4001(a)(18) of ERISA.

     

    “Interest Payment
Date” means, (a) as to any Eurocurrency Rate Loan, the last day of each
Interest Period applicable to such Loan and the Maturity Date of the Facility
under which such Loan was made; provided, however, that, if
any Interest Period for a Eurocurrency Rate Loan exceeds three months, the
respective dates that fall every three months after the beginning of such
Interest Period shall also be Interest Payment Dates; and (b) as to any Base
Rate Loan or Swing Line Loan, the last Business Day of each March, June,
September and December and the Maturity Date of the Facility under which such
Loan was made (with Swing Line Loans being deemed made under the Revolving
Credit Facility for purposes of this definition).

     

    “Interest Period”
means, as to each Eurocurrency Rate Loan, the period commencing on the date such
Eurocurrency Rate Loan is disbursed or converted to or continued as a
Eurocurrency Rate Loan and ending on the date one, two, three or six months
thereafter, as selected by the applicable Borrower in its Committed Loan Notice
(or one day in the case of European Swing Line Loans); provided that:

     

    (a)           any
Interest Period that would otherwise end on a day that is not a Business Day
shall be extended to the next succeeding Business Day unless such Business Day
falls in another calendar month, in which case such Interest Period shall end on
the next preceding Business Day;

     

    (b)           any
Interest Period that begins on the last Business Day of a calendar month (or on
a day for which there is no numerically corresponding day in the calendar month
at the end of such Interest Period) shall end on the last Business Day of the
calendar month at the end of such Interest Period; and

     

    (c)           no
Interest Period shall extend beyond the Maturity Date of the Facility under
which such Loan was made.

     

    
      
        
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Credit Agreement

           


        

        
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    “Interest Stripping
Rules” means the rules regarding the limitation on the deduction of
interest payments for tax purposes as provided in Section 4h of the German
Income Tax Act and Section 8a of the German Corporate Income Tax Act in the form
of the Business Tax Reform Act 2008, Federal Law Gazette I, 2007, 1912 et seq.
as amended from time to time.

     

    “Investment” in any
Person means any loan or advance to such Person, any purchase or other
acquisition of any Equity Interests or Debt or the assets comprising a division
or business unit or a substantial part or all of the business of such Person,
any capital contribution to such Person or any other direct or indirect
investment in such Person, including, without limitation, any acquisition by way
of a merger or consolidation (or similar transaction) and any arrangement
pursuant to which the investor incurs Debt of the types referred to in clause
(i) or (j) of the definition of “Debt” in respect of such Person.

     

    “IP Security
Agreement” has the meaning specified in Section 4.01(a)(vi).

     

    “IP Security Agreement
Supplement” has the meaning specified in Section 1(g)(vi) of the Security
Agreement.

     

    “IPO” has the meaning
specified in the Preliminary Statement hereto.

     

    “IPO Payments” means
(a) payments to certain current and former executive officers paid in connection
with the IPO pursuant to the US Borrower's 2001 Employee Appreciation Rights
Plan and 2006 Executive Stock Rights Plan, (b) payment of cash dividends to the
Equity Investors with respect to their ownership of preferred Equity Interests
in the US Borrower which are being converted into common stock on or before the
Closing Date, and (c) reimbursement of expenses of the Equity Investors incurred
in connection with the IPO, in each case as contemplated
by the Registration Statement on Form S-1 (No. 333-148486) filed with the SEC on
January 4, 2008, as amended and supplemented prior to the Closing
Date.

     

    “ISP” means, with
respect to any Letter of Credit, the “International Standby Practices 1998”
published by the Institute of International Banking Law & Practice, Inc. (or
such later version thereof as may be in effect at the time of
issuance).

     

    “Issuer Documents”
means with respect to any Letter of Credit, the Letter of Credit Application,
and any other document, agreement and instrument entered into by the L/C Issuer
and the Borrowers (or any Subsidiary thereof) or in favor of the L/C Issuer and
relating to such Letter of Credit.

     

    “Krona” means the lawful currency
of the Kingdom of Sweden.

     

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

     

    
      
        
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    “L/C Advance” means,
with respect to each Revolving Credit Lender, such Lender’s funding of its
participation in any L/C Borrowing in accordance with its Applicable Revolving
Credit Percentage.  All L/C Advances shall be denominated in
Dollars.

     

    “L/C Borrowing” means
an extension of credit resulting from a drawing under any Letter of Credit which
has not been reimbursed on the date when made or refinanced as a Revolving
Credit Borrowing.  All L/C Borrowings shall be denominated in
Dollars.

     

    “L/C Collateral
Account” has the meaning specified in the Security
Agreement.

     

    “L/C Credit Extension”
means, with respect to any Letter of Credit, the issuance thereof or extension
of the expiry date or amendment thereof, or the increase of the amount
thereof.

     

    “L/C Issuer” means
Bank of America in its capacity as issuer of Letters of Credit hereunder, or any
successor issuer of Letters of Credit hereunder.

     

    “L/C Obligations”
means, as at any date of determination, the aggregate amount available to be
drawn under all outstanding Letters of Credit plus the aggregate of all
Unreimbursed Amounts, including all L/C Borrowings.  For purposes of
computing the amount available to be drawn under any Letter of Credit, the
amount of such Letter of Credit shall be determined in accordance with Section
1.07.  For all purposes of this Agreement, if on any date of
determination a Letter of Credit has expired by its terms but any amount may
still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP,
such Letter of Credit shall be deemed to be “outstanding” in the amount so
remaining available to be drawn.

     

    “Lender” has the
meaning specified in the introductory paragraph hereto and, as the context
requires, includes the Swing Line Lender.

     

    “Lender Party” means
any Lender, any L/C Issuer or any Swing Line Lender.

     

    “Lending Office”
means, as to any Lender, the office or offices of such Lender described as such
in such Lender’s Administrative Questionnaire, or such other office or offices
as a Lender may from time to time notify the Borrowers and the Administrative
Agent.

     

    “Letter of Credit”
means any letter of credit issued hereunder and may
include Bank Guarantees
issued in connection with transactions outside of the United
States.  A Letter of Credit may be a commercial letter of
credit or a standby letter of credit.  Letters of Credit may be issued
in Dollars or in Eurosan
Alternative Currency.

     

    “Letter of Credit
Application” means an application and agreement for the issuance or
amendment of a Letter of Credit in the form from time to time in use by the L/C
Issuer.

     

    “Letter of Credit Expiration
Date” means the day that is seven days prior to the Maturity Date then in
effect for the Revolving Credit Facility (or, if such day is not a Business Day,
the next preceding Business Day).

     

    “Letter of Credit Fee”
has the meaning specified in Section 2.03(i).

     

    
      
        
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Credit Agreement

           


        

        
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    “Letter of Credit
Sublimit” means an amount equal to $50,000,000.  The Letter of
Credit Sublimit is part of, and not in addition to, the Revolving Credit
Facility.

     

    “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” means an
extension of credit by a Lender to a Borrower under Article II in the form of a
Term A Loan, a Revolving Credit Loan or a Swing Line Loan.

     

    “Loan Documents”
means, collectively, (a) this Agreement, (b) the Notes, (c) the Collateral
Documents, (d) the Fee Letter, and (e) each Issuer Document.

     

    “Loan Parties” means,
collectively, the Borrowers and each Guarantor.

     

    “Mandatory Cost”
means, with respect to any period, the percentage rate per annum determined in
accordance with Schedule II.

     

    “Margin Stock” has the
meaning specified in Regulation U of the FRB, as in effect from time to
time.

     

    “Material Adverse
Effect” means (a) a material adverse change in, or a material adverse
effect on, the operations, business, assets, properties, liabilities (actual or
contingent), condition (financial or otherwise) or prospects of the US Borrower
and its Subsidiaries, taken as a whole; (b) a material impairment of the rights
and remedies of the Administrative Agent or any Lender under any Loan Document,
or of the ability of any Loan Party to perform its obligations under any Loan
Document to which it is a party; or (c) a material adverse effect upon the
legality, validity, binding effect or enforceability against any Loan Party of
any Loan Document to which it is a party.

     

    “Maturity Date” means
(a) with respect to the Revolving Credit Facility, May 13, 2013, and (b) with
respect to the Term A Facility, May 13, 2013; provided, however, that, in
each case, if such date is not a Business Day, the Maturity Date shall be the
next preceding Business Day.

     

    “Measurement Period”
means, at any date of determination, the most recently completed four fiscal
quarters of the US Borrower.

     

    “Moody’s” means
Moody’s Investors Service, Inc. and any successor thereto.

     

    “Mortgages” has the
meaning specified in Section 4.01(a)(iv).

     

    “Mortgage Policy” has
the meaning specified in Section 4.01(a)(iv)(B).

     

    “Multiemployer Plan”
means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which
any Loan Party 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.

     

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

     

    “Net Cash Proceeds”
means, with respect to (a) any sale, lease, transfer or other disposition of any
asset, or (b) the incurrence or issuance of any Debt (other than Debt permitted
under Sections 7.02(a) - (c)), or (c) any Extraordinary Receipt received by or
paid to or for the account of any Person, the aggregate amount of cash received
from time to time (whether as initial consideration or through payment or
disposition of deferred consideration) by or on behalf of such Person in
connection with such transaction after deducting therefrom only (without
duplication) (i) reasonable and customary brokerage commissions, underwriting
fees and discounts, legal fees, finder’s fees and other similar fees and
commissions, (ii) the amount of taxes payable in connection with or as a result
of such transaction and (iii) the amount of any Debt secured by a Lien on such
asset that, by the terms of the agreement or instrument governing such Debt, is
required to be repaid upon such disposition, in each case to the extent, but
only to the extent, that the amounts so deducted are, at the time of receipt of
such cash, actually paid to a Person that is not an Affiliate of such Person or
any Loan Party or any Affiliate of any Loan Party and are properly attributable
to such transaction or to the asset that is the subject thereof.

     

    “Note” means a Term A
Note or a Revolving Credit Note, as the context may require.

     

    “NPL” means the
National Priorities List under CERCLA.

     

    “Obligations” means,
with respect to any Person, any payment, performance or other obligation of such
Person of any kind, including, without limitation, any liability of such Person
on any claim, whether or not the right of any creditor to payment in respect of
such claim is reduced to judgment, liquidated, unliquidated, fixed, contingent,
matured, disputed, undisputed, legal, equitable, secured or unsecured, and
whether or not such claim is discharged, stayed or otherwise affected by any
proceeding referred to in Section 8.01(f).  Without limiting the
generality of the foregoing, the Obligations of any Loan Party under the Loan
Documents include (a) the obligation to pay principal, interest, Letter of
Credit commissions, charges, expenses, fees, attorneys’ fees and disbursements,
indemnities and other amounts payable by such Loan Party under any Loan Document
and (b) the obligation of such Loan Party to reimburse any amount in respect of
any of the foregoing that any Secured Party, in its sole discretion, may elect
to pay or advance on behalf of such Loan Party.

     

    “Off-Balance Sheet
Obligation” means, with respect to any Person, any Obligation of such
Person under a synthetic lease, tax retention operating lease, off-balance sheet
loan or similar off-balance sheet financing classified as an operating lease in
accordance with US GAAP, if such Obligations would give rise to a claim against
such Person in a proceeding referred to in Section 8.01(f).

     

    
      
        
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    “Organization
Documents” means, (a) with respect to any corporation, the certificate or
articles of incorporation and the bylaws (or equivalent or comparable
constitutive documents with respect to any non-U.S. jurisdiction); (b) with
respect to any limited liability company, the certificate or articles of
formation or organization and operating agreement; and (c) with respect to any
partnership, joint venture, trust or other form of business entity, the
partnership, joint venture or other applicable agreement of formation or
organization and any agreement, instrument, filing or notice with respect
thereto filed in connection with its formation or organization with the
applicable Governmental Authority in the jurisdiction of its formation or
organization and, if applicable, any certificate or articles of formation or
organization of such entity.

     

    “Other Taxes” means
all present or future stamp, documentary; excise, property, transfer,
intangible, mortgage recording or similar taxes, value added taxes, charges or
levies arising from any payment made hereunder or under any other Loan Document
or from the execution, delivery or enforcement of, or otherwise with respect to,
this Agreement or any other Loan Document.

     

    “Outstanding Amount”
means (a) with respect to Term A Loans, Revolving Credit Loans and Swing Line
Loans on any date, the Dollar Equivalent amount of the aggregate outstanding
principal amount thereof after giving effect to any borrowings and prepayments
or repayments of Term A Loans, Revolving Credit Loans and Swing Line Loans, as
the case may be, occurring on such date; and (b) with respect to any L/C
Obligations on any date, the Dollar Equivalent amount of the aggregate
outstanding amount of such L/C Obligations on such date after giving effect to
any L/C Credit Extension occurring on such date and any other changes in the
aggregate amount of the L/C Obligations as of such date, including as a result
of any reimbursements by a Borrower of Unreimbursed Amounts.

     

    “Overnight Rate”
means, for any day, (a) with respect to any amount denominated in Dollars, the
greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by
the Administrative Agent, the L/C Issuer, or the Swing Line Lender, as the case
may be, in accordance with banking industry rules on interbank compensation, and
(b) with respect to any amount denominated in Eurosan
Alternative Currency, the rate of interest per annum at which overnight
deposits in Eurosthe
applicable Alternative Currency, in an amount approximately equal to the
amount with respect to which such rate is being determined, would be offered for
such day by a branch or Affiliate of Bank of America in the applicable offshore
interbank market for such currency to major banks in such interbank
market.

     

    “Participant” has the
meaning specified in Section 11.06(d).

     

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

     

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

     

    “Permitted
Acquisition” means an Investment permitted under Section
7.06(h).

     

    “Permitted Cash
Dividends” means cash dividends permitted to be paid pursuant to Section
7.07(a).

     

    “Permitted
Encumbrances” has the meaning specified in the Mortgages.

     

    
      
        
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    “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 6.02; (b) Liens imposed by law, such as
materialmen’s, mechanics’, carriers’, warehousemen’s, landlords’, workmen’s and
repairmen’s Liens and other similar Liens arising in the ordinary course of
business securing obligations that (i) are not overdue for a period of more than
30 days and (ii) individually or together with all other Permitted Liens
outstanding on any date of determination do not materially adversely affect the
use of the property to which they relate; (c) pledges or deposits to secure
obligations under workers’ compensation laws or similar legislation or to secure
public or statutory obligations; (d) Permitted Encumbrances; (e) judgment Liens
in existence less than 30 days after entry thereof or with respect to which
execution is stayed; (f) Liens arising out of title retention provisions in any
contract in the ordinary course of business; and (g) any Lien constituting an
Approved Litton Judgment.

     

    “Permitted Priority
Liens” means (a) Permitted Encumbrances and Permitted Liens under clause
(b) of the definition thereof in existence on the Closing Date, (b) Liens
existing on the date hereof and described on Schedule 5.17(b) hereto, (c)
purchase money Liens created after the Closing Date and permitted under Section
7.01(d), (d) Permitted Liens under clause (f) of the definition thereof, (e)
Liens with respect to Capitalized Leases permitted pursuant to Section 7.01(e),
and (f) Liens securing real estate taxes that by operation of law have priority
over the Liens created pursuant to the Collateral Documents.

     

    “Person” means an
individual, partnership, corporation (including a business trust), limited
liability company, joint stock company, trust, unincorporated association, joint
venture or other entity, or a government or any political subdivision or agency
thereof.

     

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

     

    “Pledged Debt” has the
meaning specified in Section 1(d)(iv) of the Security Agreement.

     

    “Pledged Equity” has
the meaning specified in Section 1(d)(iii) of the Security
Agreement.

     

    “Preferred Interests”
means, with respect to any Person, Equity Interests issued by such Person that
are entitled to a preference or priority over any other Equity Interests issued
by such Person upon any distribution of such Person’s property and assets,
whether by dividend or upon liquidation.

     

    “Public Lender” has
the meaning set forth in the final paragraph of Section 6.16.

     

    “Redeemable” means,
with respect to any Equity Interest, any Debt or any other right or Obligation,
any such Equity Interest, Debt, right or Obligation that (a) the issuer has
undertaken to redeem at a fixed or determinable date or dates, whether by
operation of a sinking fund or otherwise, or upon the occurrence of a condition
not solely within the control of the issuer or (b) is redeemable at the option
of the holder.

     

    “Reduction Amount” has
the meaning set forth in Section 2.05(b)(viii).

     

    
      
        
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    “Register” has the
meaning specified in Section 11.06(c).

     

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

     

    “Relevant
Jurisdiction” means, in respect of any Person, the jurisdiction of the
country in which such Person is incorporated and, if different, where it is
resident and has its principal place of business, and each jurisdiction or state
in which it owns or leases property or otherwise conducts its
business.

     

    “Reportable Event”
means any of the events set forth in Section 4043(c) of ERISA, other than events
for which the 30-day notice period has been waived.

     

    “Request for Credit
Extension” means (a) with respect to a Borrowing, conversion or
continuation of Term A Loans or Revolving Credit Loans, a Committed Loan Notice,
(b) with respect to an L/C Credit Extension, a Letter of Credit Application, and
(c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

     

    “Required Lenders”
means, as of any date of determination, Lenders holding more than 50% of the sum of the (a)
Total Outstandings (with the aggregate amount of each Revolving Credit Lender’s
risk participation and funded participation in L/C Obligations and Swing Line
Loans being deemed “held” by such Revolving Credit Lender for purposes of this
definition) and (b) aggregate unused Revolving Credit Commitments; provided that the unused
Revolving Credit Commitment of, and the portion of the Total Outstandings held
or deemed held by, any Defaulting Lender shall be excluded for purposes of
making a determination of Required Lenders.

     

    “Required Revolving
Lenders” means, as of any date of determination, Revolving Credit Lenders
holding more than 50% of the sum of the (a)
Total Revolving Credit Outstandings (with the aggregate amount of each Revolving
Credit Lender’s risk participation and funded participation in L/C Obligations
and Swing Line Loans being deemed “held” by such Revolving Credit Lender for
purposes of this definition) and (b) aggregate unused Revolving Credit
Commitments; provided
that the unused Revolving Credit Commitment of, and the portion of the Total
Revolving Credit Outstandings held or deemed held by, any Defaulting Lender
shall be excluded for purposes of making a determination of Required Revolving
Lenders.

     

    “Required Term A
Lenders” means, as of any date of determination, Term A Lenders holding
more than 50% of
the Term A Facility on such date; provided that the portion of
the Term A Facility held by any Defaulting Lender shall be excluded for purposes
of making a determination of Required Term A Lenders.

     

    “Responsible Officer”
means the chief executive officer, president, chief financial officer, vice
president of taxes, treasury manager, treasurer, assistant treasurer or
controller of a Loan Party and any other duly authorized officer, agent or
representative of the applicable Loan Party so designated by any of the
foregoing officers or by the applicable Loan Party in a notice to the
Administrative Agent.  Any document delivered hereunder that is signed
by a Responsible Officer of a Loan Party shall be conclusively presumed to have
been authorized by all necessary corporate, partnership and/or other action on
the part of such Loan Party and such Responsible Officer shall be conclusively
presumed to have acted on behalf of such Loan Party.

     

    
      
        
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    “Restructuring” means the sale or closing,
in whole or in part, of the European Borrower’s Gottmandingen Germany
facility, the sale or closing, in whole or in part, of the foundry located at
the European Borrower’s Radolfzell Germany facility and the
consolidation of certain Subsidiaries.

     

    “Revaluation Date”
means (a) with respect to any Loan, each of the following:  (i) each
date of a Borrowing of a Eurocurrency Rate Loan denominated in Eurosan
Alternative Currency, (ii) each date of a continuation of a Eurocurrency
Rate Loan denominated in Eurosan
Alternative Currency pursuant to Section 2.02, and (iii) such additional
dates as the Administrative Agent shall determine or the Required Lenders shall
require; and (b) with respect to any Letter of Credit, each of the
following:  (i) each date of issuance of a Letter of Credit
denominated in Eurosan
Alternative Currency, (ii) each date of an amendment of any such Letter
of Credit having the effect of increasing the amount thereof (solely with
respect to the increased amount), (iii) each date of any payment by the L/C
Issuer under any Letter of Credit denominated in Eurosan
Alternative Currency, and (iv) such additional dates as the
Administrative Agent or the L/C Issuer shall determine or the Required Lenders
shall require.

     

    “Revolving Credit
Borrowing” means a borrowing consisting of simultaneous Revolving Credit
Loans of the same Type, in the same currency, and, in the case of Eurocurrency
Rate Loans, having the same Interest Period made by each of the Revolving Credit
Lenders pursuant to Section 2.01(b).

     

    “Revolving Credit
Commitment” means, as to each Revolving Credit Lender, its obligation to
(a) make Revolving Credit Loans to each Borrower pursuant to Section 2.01(b),
(b) purchase participations in L/C Obligations, and (c) purchase participations
in Swing Line Loans, in an aggregate principal amount at any one time
outstanding not to exceed the amount set forth opposite such Lender’s name on
Schedule 2.01 under the caption “Revolving Credit Commitment” or opposite such
caption in the Assignment and Assumption pursuant to which such Lender becomes a
party hereto, as applicable, as such amount may be adjusted from time to time in
accordance with this Agreement.

     

    “Revolving Credit
Facility” means, at any time, the aggregate amount of the Revolving
Credit Lenders’ Revolving Credit Commitments at such time.

     

    “Revolving Credit
Lender” means, at any time, any Lender that has a Revolving Credit
Commitment at such time.

     

    “Revolving Credit
Loan” has the meaning specified in Section 2.01(b).

     

    “Revolving Credit
Note” means a promissory note made by the applicable Borrower in favor of
a Revolving Credit Lender evidencing Revolving Credit Loans or Swing Line Loans,
as the case may be, made by such Revolving Credit Lender, substantially in the
form of Exhibit C-2.

     

    
      
        
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    “S&P” means
Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
Inc., and any successor thereto.

     

    “Same Day Funds” means
(a) with respect to disbursements and payments in Dollars, immediately available
funds, and (b) with respect to disbursements and payments in Eurosan
Alternative Currency, same day or other funds as may be determined by the
Administrative Agent or the L/C Issuer, as the case may be, to be customary in
the place of disbursement or payment for the settlement of international banking
transactions in the applicable
currencyrelevant
Alternative Currency.

     

    “Secured Cash Management
Agreement” means any Cash Management Agreement that is entered into by
and between any Loan Party and any Cash Management Bank.

     

    “Secured Hedge
Agreement” means any Hedge Agreement required or permitted under Article
VI that is entered into by and between either Borrower and any Hedge Bank in
respect of which such Hedge Bank has provided notice to the Administrative Agent
that it intends to benefit from the security interests under the Collateral
Documents.

     

    “Secured Loan Party”
means (a) any US Loan Party, (b) any German Loan Party, and (c) from and after
the satisfaction of the Collateral and Guarantee Requirement with respect to the
Swedish Loan Parties, the Swedish Loan Parties.

     

    “Secured Parties”
means, collectively, the Administrative Agent, the Collateral Agent, the
Lenders, the L/C Issuer, the Hedge Banks, the Cash Management Banks, each
co-agent or sub-agent appointed by the Administrative Agent from time to time
pursuant to Section 9.05, and the other Persons the Obligations owing to which
are or are purported to be secured by the Collateral under the terms of the
Collateral Documents.

     

    “Security Agreement”
has the meaning specified in Section 4.01(a)(iii).

     

    “Security Agreement
Supplement” has the meaning specified in Section 24(b) of the Security
Agreement.

     

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

     

    
      
        
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    “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, (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, (e) in respect of any Person whose Relevant
Jurisdiction is the Federal Republic of Germany, such Person is neither unable
to pay its debts as and when they fall due (zahlungsunfähig),
over-indebted (überschuldet) nor subject to
imminent illiquidity (drohende
Zahlungsunfähigkeit) (all within the meaning of Sections 17 to 19,
inclusive, of the German Insolvency Act (Insolvenzordnung)) or subject
to any insolvency proceedings (Insolvenzverfahren) and (f)
in respect of any Person whose Relevant Jurisdiction is the Republic of France,
such Person is not deemed unable to pay its debts out of its current assets as
they fall due (etat de
cessation de paiements) in accordance with the provisions of Article
L.621-1 of the French Commercial Code.  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.

     

    “Specified German Loan
Party” has the meaning specified in Section 7.20.

     

    “Spot Rate” for a
currency means the rate determined by the Administrative Agent or the L/C
Issuer, as applicable, to be the rate quoted by the Person acting in such
capacity as the spot rate for the purchase by such Person of such currency with
another currency through its principal foreign exchange trading office at
approximately 11:00 A.M. on the date that is two Business Days prior to the date
as of which the foreign exchange computation is made; provided that the
Administrative Agent or the L/C Issuer may obtain such spot rate from another
financial institution designated by the Administrative Agent or the L/C Issuer
if the Person acting in such capacity does not have as of the date of
determination a spot buying rate for any such currency; and provided, further, that the
L/C Issuer may use such spot rate quoted on the date as of which the foreign
exchange computation is made in the case of any Letter of Credit denominated in
Eurosan
Alternative Currency. 

     

    “Sterling” and “£” mean the lawful currency of
the United Kingdom.

     

    “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 partnership, joint venture or limited
liability company 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 (including, for the avoidance of doubt, a company,
corporation or partnership that is a “dependent enterprise” (abhängiges Unternehmen) of such Person
within the meaning of Section 17 of the German Stock Corporation Act (Aktiengesetz) or that is a
“subsidiary” (Tochterunternehmen) of such
Person within the meaning of Section 290 of the German Commercial Code (Handelsgesetzbuch), or where
such Person has the power to direct the management and the policies of such
entity whether through the ownership of share capital, contract or
otherwise).

     

    “Surviving Debt” means
(a) Debt among the US Borrower and its Subsidiaries, (b) Debt secured by Liens
permitted under Section 7.01(e), (c) up to €7,000,000 of bank guarantees issued
for the account of the European Borrower, and (d) Debt of each Loan Party and
its Subsidiaries outstanding immediately before the Closing Date, all of which,
other than Debt described in clause (a), is described on Schedule
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    “Swedish Loan Party”
means each present and future Subsidiary of the US Borrower that is organized
under the laws of Sweden (other than an Inactive Subsidiary).

     

    “Swing Line Borrowing”
means a borrowing of a Swing Line Loan pursuant to Section 2.04.

     

    “Swing Line Lender”
means Bank of America in its capacity as provider of Swing Line Loans, or any
successor swing line lender hereunder.

     

    “Swing Line Loan” has
the meaning specified in Section 2.04(a).

     

    “Swing Line Loan
Notice” means a notice of a Swing Line Borrowing pursuant to Section
2.04(b), which shall be substantially in the form of Exhibit B.

     

    “Swing Line Sublimit”
means an amount equal to the lesser of (a) $25,000,000 or the
Alternative Currency Equivalent thereof and (b) the Revolving Credit
Facility.  The Swing Line Sublimit is part of, and not in addition to, the
Revolving Credit Facility.

     

    “Tax Sharing
Agreement” means the Amended and Restated Tax Allocation Agreement, dated
on or about the date of this Agreement, among the US Borrower and each of its
Subsidiaries referred to therein, as amended from time to time (so long as the
provisions thereof remain at all times in compliance with the provisions of this
Agreement).

     

    “Taxes” means all
present or future taxes, levies, imposts, duties, deductions, withholdings
(including backup withholding), assessments, fees or other charges imposed by
any Governmental Authority, including any interest, additions to tax or
penalties applicable thereto.

     

    “Term A Borrowing”
means a borrowing consisting of simultaneous Term A Loans of the same Type and,
in the case of Eurocurrency Rate Loans, having the same Interest Period made by
each of the Term A Lenders pursuant to Section 2.01(a).

     

    “Term A Commitment”
means, as to each Term A Lender, its obligation to make Term A Loans to the US
Borrower pursuant to Section 2.01(a) in an aggregate principal amount at any one
time outstanding not to exceed the amount set forth opposite such Term A
Lender’s name on Schedule 2.01 under the caption “Term A Commitment” or opposite
such caption in the Assignment and Assumption pursuant to which such Term A
Lender becomes a party hereto, as applicable, as such amount may be adjusted
from time to time in accordance with this Agreement.

     

    “Term A Facility”
means, at any time, (a) on or prior to the Closing Date, the aggregate amount of
the Term A Commitments at such time and (b) thereafter, the aggregate principal
amount of the Term A Loans of all Term A Lenders outstanding at such
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    “Term A Lender” means
(a) at any time on or prior to the Closing Date, any Lender that has a Term A
Commitment at such time and (b) at any time after the Closing Date, any Lender
that holds Term A Loans at such time.

     

    “Term A Loan” means an
advance made by any Term A Lender under the Term A Facility.

     

    “Term A Note” means a
promissory note made by the US Borrower in favor of a Term A Lender evidencing
Term A Loans made by such Term A Lender, substantially in the form of Exhibit
C-1.

     

    “Total Leverage Ratio”
means, at any date of determination, the ratio of Consolidated total Debt for
Borrowed Money of the US Borrower and its Subsidiaries on such date to EBITDA of
the US Borrower and its Subsidiaries for the most recently completed Measurement
Period.

     

    “Total Outstandings”
means the aggregate Outstanding Amount of all Loans and all L/C
Obligations.

     

    “Total Revolving Credit
Outstandings” means the aggregate Outstanding Amount of all Revolving
Credit Loans, Swing Line Loans and L/C Obligations.

     

    “Transaction” means,
collectively, (a) the entering into by the Loan Parties and their applicable
Subsidiaries of the Loan Documents to which they are or are intended to be a
party, (b) the refinancing of certain outstanding Debt of the Borrowers and
their respective Subsidiaries and the termination of all commitments with
respect thereto, and (c) the payment of the fees and expenses incurred in
connection with the consummation of the foregoing.

     

    “Type” means, with
respect to a Loan, its character as a Base Rate Loan or a Eurocurrency Rate
Loan.

     

    “UCC” means the
Uniform Commercial Code as in effect from time to time in the State of New York;
provided that, if
perfection or the effect of perfection or non-perfection or the priority of any
security interest in any Collateral is governed by the Uniform Commercial Code
as in effect in a jurisdiction other than the State of New York, “UCC” means the
Uniform Commercial Code as in effect from time to time in such other
jurisdiction for purposes of the provisions hereof relating to such perfection,
effect of perfection or non-perfection or priority.

     

    “United States” and
“US” mean the
United States of America.

     

    “Unreimbursed Amount”
has the meaning specified in Section 2.03(c)(i).

     

    “US Borrower” has the
meaning specified in the recital of parties to this Agreement.

     

    “US GAAP” means
generally accepted accounting principles consistent with those applied in the
preparation of the financial statements referred to in Section
1.03.

     

    “US Loan Party” means
each of the US Borrower and each US Obligations Guarantor.


    
      
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    “US Obligations
Guarantors” means each US Subsidiary (other than any Inactive Subsidiary)
together with any such Subsidiaries of the US Borrower that become parties
hereto pursuant to Section 6.10.

     

    “US Subsidiary” means
any Subsidiary of the US Borrower organized under the laws of the United States
or any state thereof.

     

    “Voting Interests”
means shares of capital stock issued by a corporation, or equivalent Equity
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.

     

    “Welfare Plan” means a
welfare plan, as defined in Section 3(1) of ERISA, that is maintained for
employees of any Loan Party or any of its Subsidiaries or in respect of which
any Loan Party or any of its Subsidiaries could have liability.

     

    “Wholly Owned” means,
with respect to any Subsidiary, that all of the Equity Interests in such
Subsidiary are owned by the US Borrower and/or one or more Subsidiaries thereof
(or by the Subsidiary thereof to which reference is made in the applicable
provision hereof).

     

    “Withdrawal Liability”
has the meaning specified in Part I of Subtitle E of Title IV of
ERISA.

     

               “Yen” and “¥” mean the
lawful currency of Japan.

     

    1.02. 
Other Interpretive
Provisions.  With
reference to this Agreement and each other Loan Document, unless otherwise
specified herein or in such other Loan Document:

     

    (a)           The
definitions of terms herein shall apply equally to the singular and plural forms
of the terms defined.  Whenever the context may require, any pronoun shall
include the corresponding masculine, feminine and neuter forms.  The words
“include,” “includes” and “including” shall be deemed to be followed by the
phrase “without limitation.”  The word “will” shall be construed to
have the same meaning and effect as the word “shall.”  Unless the
context requires otherwise, (i) any definition of or reference to any agreement,
instrument or other document (including any Organization Document) shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein
or in any other Loan Document), (ii) any reference herein to any Person shall be
construed to include such Person’s successors and assigns, (iii) the words
“herein,” “hereof” and “hereunder,” and words of similar import when used in any
Loan Document, shall be construed to refer to such Loan Document in its entirety
and not to any particular provision thereof, (iv) all references in a Loan
Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules
shall be construed to refer to Articles and Sections of, and Preliminary
Statements, Exhibits and Schedules to, the Loan Document in which such
references appear, (v) any reference to any law shall include all statutory and
regulatory provisions consolidating, amending, replacing or interpreting such
law and any reference to any law or regulation shall, unless otherwise
specified, refer to such law or regulation as amended, modified or supplemented
from time to time, and (vi) 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,
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    (b)           In
the computation of periods of time from a specified date to a later specified
date, the word “from” means “from and including;”
the words “to”
and “until”
each mean “to but
excluding;” and the word “through” means “to and
including.”

     

    (c)           Section
headings herein and in the other Loan Documents are included for convenience of
reference only and shall not affect the interpretation of this Agreement or any
other Loan Document.

     

     1.03. 
Accounting
Terms.  (a)
Generally.  All accounting terms not specifically or completely defined
herein shall be construed in conformity with, and all financial data (including
financial ratios and other financial calculations) required to be submitted
pursuant to this Agreement shall be prepared in conformity with, US GAAP or
German GAAP, as applicable, applied on a consistent basis, as in effect from
time to time, applied in a manner consistent with that used in preparing the
Audited Financial Statements, except as otherwise specifically prescribed
herein.

     

    (b)           Changes in US
GAAP.  If at any time any change in US GAAP would affect the
computation of any financial ratio or requirement set forth in any Loan
Document, and either the US Borrower or the Required Lenders shall so request,
the Administrative Agent, the Lenders and the US Borrower shall negotiate in
good faith to amend such ratio or requirement to preserve the original intent
thereof in light of such change in US GAAP (subject to the approval of the
Required Lenders); provided that, until so
amended, (i) such ratio or requirement shall continue to be computed in
accordance with US GAAP prior to such change therein and (ii) the US Borrower
shall provide to the Administrative Agent and the Lenders financial statements
and other documents required under this Agreement or as reasonably requested
hereunder setting forth a reconciliation between calculations of such ratio or
requirement made before and after giving effect to such change in US
GAAP.

     

     1.04. 
Rounding.  Any financial
ratios required to be maintained by the Borrowers pursuant to this Agreement
shall be calculated by dividing the appropriate component by the other
component, carrying the result to one place more than the number of places by
which such ratio is expressed herein and rounding the result up or down to the
nearest number (with a rounding-up if there is no nearest number).

     

     1.05. 
Exchange Rates;
Currency Equivalents. 
(a)  The Administrative Agent or the L/C Issuer, as applicable, shall
determine the Spot Rates as of each Revaluation Date to be used for calculating
Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts
denominated in EurosAlternative
Currencies.  Such Spot Rates shall become effective as of such
Revaluation Date and shall be the Spot Rates employed in converting any amounts
between the applicable currencies until the next Revaluation Date to
occur.  Except for purposes of financial statements delivered by Loan
Parties hereunder or calculating financial covenants hereunder or except as
otherwise provided herein, the applicable amount of any currency (other than
Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent
amount as so determined by the Administrative Agent or the L/C Issuer, as
applicable.


    
      
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    (b)           Wherever
in this Agreement, in connection with a Borrowing, conversion, continuation or
prepayment of a Eurocurrency Rate Loan or the issuance, amendment or extension
of a Letter of Credit, an amount, such as a required minimum or multiple amount,
is expressed in Dollars, but such Borrowing, Eurocurrency Rate Loan or Letter of
Credit is denominated in Eurosan
Alternative Currency, such amount shall be the Eurorelevant
Alternative Currency Equivalent of such Dollar amount (rounded to the
nearest Eurounit of
such Alternative Currency, with 0.5 of a Eurounit
being rounded upward), as determined by the Administrative Agent or the L/C
Issuer, as the case may be.

     

     1.06. 
Times of
Day.  Unless
otherwise specified, all references herein to times of day shall be references
to Eastern time (daylight or standard, as applicable).

     

     1.07. 
Letter of Credit
Amounts.  Unless
otherwise specified herein, the amount of a Letter of Credit at any time shall
be deemed to be the
Dollar Equivalent of the stated amount of such Letter of Credit in effect
at such time; provided,
however, that, with respect to any Letter of Credit that, by its terms or
the terms of any Issuer Document related thereto, provides for one or more
automatic increases in the stated amount thereof, the amount of such Letter of
Credit shall be deemed to be the
Dollar Equivalent of the maximum stated amount of such Letter of Credit
after giving effect to all such increases, whether or not such maximum stated
amount is in effect at such time.

     

    ARTICLE
II

    THE COMMITMENTS AND CREDIT
EXTENSIONS

     

     2.01. 
The
Loans. 
(a)  The
Term A Borrowing.  Subject to the terms and conditions set forth
herein, each Term A Lender severally agrees to make a single loan in Dollars to
the US Borrower on the Closing Date in an amount not to exceed such Term
A Lender’s Applicable Percentage of the Term A Facility.  The Term A
Borrowing shall consist of Term A Loans made simultaneously by the Term A
Lenders in accordance with their respective Applicable Percentage of the Term A
Facility.  Amounts borrowed under this Section 2.01(a) and repaid or
prepaid may not be reborrowed.  Term A Loans may be Base Rate Loans or
Eurocurrency Rate Loans, as further provided herein.

     

    (b)           The Revolving Credit
Borrowings.  Subject to the terms and conditions set forth herein,
each Revolving Credit Lender severally agrees to make loans (each such loan, a
“Revolving Credit
Loan”) to the US Borrower (in Dollars, Euros
or Sterling) and the European Borrower (in Euros or
Sterling) from time to time, on any Business Day during the Availability
Period, in an aggregate amount not to exceed at any time outstanding the amount
of such Lender’s Revolving Credit Commitment; provided, however, that,
after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving
Credit Outstandings shall not exceed the Revolving Credit Facility, (ii) the
Total Revolving Credit Outstandings denominated in EurosAlternative
Currencies shall not exceed the European Revolving Loan Value, and (iii)
the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender,
plus such Revolving
Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount
of all L/C Obligations, plus such Revolving Credit
Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all
Swing Line Loans shall not exceed such Revolving Credit Lender’s Revolving
Credit Commitment.  Within the limits of each Revolving Credit Lender’s
Revolving Credit Commitment, and subject to the other terms and conditions
hereof, the Borrowers may borrow under this Section 2.01(b), prepay under
Section 2.05, and reborrow under this Section 2.01(b).  Revolving Credit
Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided
herein.


    
      
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    2.02. 
Borrowings,
Conversions and Continuations of Loans. 
(a)  Each Term A Borrowing, each Revolving Credit Borrowing, each
conversion of Term A Loans or Revolving Credit Loans from one Type to the other,
and each continuation of Eurocurrency Rate Loans shall be made upon a Borrower’s
irrevocable notice to the Administrative Agent, which may be given by
telephone.  Each such notice must be received by the Administrative Agent
not later than 11:00 A.M. (i) on the date that is three Business Days prior to
the requested date of any Borrowing of, conversion to or continuation of
Eurocurrency Rate Loans denominated in Dollars or of any conversion of
Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four
Business Days prior to the requested date of any Revolving Credit Borrowing or
continuation of Eurocurrency Rate Loans denominated in EurosAlternative
Currencies, and (iii) on the first Business Day prior to the date of the
requested date of any Borrowing of Base Rate Loans.  Each telephonic notice
by a Borrower pursuant to this Section 2.02(a) must be confirmed promptly by
delivery to the Administrative Agent of a written Committed Loan Notice,
appropriately completed and signed by a Responsible Officer of a Borrower. 
Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans
shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in
excess thereof (in the case of Loans denominated in Dollars)
or,
€1,000,000 or a whole multiple of €500,000 in excess thereof (in the case of
Loans denominated in Euros) or
£1,000,000 or a whole multiple of £500,000 in excess thereof (in the case of
Loans denominated in Sterling).  Except as provided in Sections
2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be
in a principal amount of $500,000 or a whole multiple of $100,000 in excess
thereof.  Each Committed Loan Notice (whether telephonic or written) shall
specify (i) whether a Borrower is requesting a Term A Borrowing, a Revolving
Credit Borrowing, a conversion of Term A Loans or Revolving Credit Loans from
one Type to the other, or a continuation of Eurocurrency Rate Loans, (ii) the
requested date of the Borrowing, conversion or continuation, as the case may be
(which shall be a Business Day), (iii) the principal amount of Loans to be
borrowed, converted or continued, (iv) the Type of Loans to be borrowed or
to which existing Term A Loans or Revolving Credit Loans are to be
converted, (v) if applicable, the duration of the Interest Period with respect
thereto, and (vi) the currency of the Loans to be borrowed.  If the
Borrowers failsfail
to specify a currency in a Committed Loan Notice requesting a Revolving Credit
Borrowing, then the Revolving Credit Loans so requested shall be made in
Dollars.  If a Borrower fails to specify a Type of Loan in a Committed Loan
Notice or if such Borrower fails to give a timely notice requesting a conversion
or continuation, then the applicable Term A Loans or Revolving Credit Loans
shall be made as, or converted to, Base Rate Loans; provided, however, that, in
the case of a failure to timely request a continuation of Loans denominated in
Eurosan
Alternative Currency, such Loans shall be continued as Eurocurrency Rate
Loans in Eurostheir
original currency with an Interest Period of one month.  Any such
automatic conversion to Base Rate Loans shall be effective as of the last day of
the Interest Period then in effect with respect to the applicable Eurocurrency
Rate Loans.  If a Borrower requests a Borrowing of, conversion to, or
continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but
fails to specify an Interest Period, it will be deemed to have specified an
Interest Period of one month.  No Revolving Credit Loan may be converted
into or continued as a Revolving Credit Loan denominated in a different
currency, but instead must be prepaid in the original currency of such Revolving
Credit Loan and reborrowed in the other currency.  Notwithstanding anything
to the contrary herein, a Swing Line Loan in Dollars made to the US Borrower may
not be converted to a Eurocurrency Rate Loan.


    
      
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    (b)           Following
receipt of a Committed Loan Notice, the Administrative Agent shall promptly
notify each Lender of the amount (and currency) of its Applicable Percentage
under the applicable Facility of the applicable Term A Loans or Revolving Credit
Loans, and if no timely notice of a conversion or continuation is provided by
the applicable Borrower, the Administrative Agent shall notify each Lender of
the details of any automatic conversion to Base Rate Loans or continuation of
Revolving Credit Loans denominated in a currency other than Dollars, in each
case as described in the preceding Section 2.02(a).  In the case of a Term
A Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make
the amount of its Loan available to the Administrative Agent in Same Day Funds
at the Administrative Agent’s Office for the applicable currency not later than
1:00 P.M., in the case of any Loan denominated in Dollars, and not later than
the Applicable Time specified by the Administrative Agent in the case of any
Revolving Credit Loan in EurosAlternative
Currencies, in each case on the Business Day specified in the applicable
Committed Loan Notice.  Upon satisfaction of the applicable conditions set
forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension,
Section 4.01), the Administrative Agent shall make all funds so received
available to the applicable Borrower in like funds as received by the
Administrative Agent either by (i) crediting the account of the applicable
Borrower on the books of Bank of America with the amount of such funds or (ii)
wire transfer of such funds, in each case in accordance with instructions
provided to (and reasonably acceptable to) the Administrative Agent by the
applicable Borrower; provided,
however, that if, on the date a Committed Loan Notice denominated in
Dollars with respect to a Revolving Credit Borrowing is given by the applicable
Borrower, there are L/C Borrowings outstanding, then the proceeds of such
Revolving Credit Borrowing, first, shall be applied to
the payment in full of any such L/C Borrowings, and second, shall be made
available to the applicable Borrower as provided above.

     

    (c)           Except
as otherwise provided herein, a Eurocurrency Rate Loan may be continued or
converted only on the last day of an Interest Period for such Eurocurrency Rate
Loan.  During the existence of a Default, no Loans may be requested as,
converted to or continued as Eurocurrency Rate Loans (whether in Dollars or
Eurosany
Alternative Currency) without the consent of the Required Lenders, and
the Required Lenders may demand that any or all of the then outstanding
Eurocurrency Rate Loans denominated in Eurosan
Alternative Currency be prepaid, or redenominated into Dollars in the
amount of the Dollar Equivalent thereof, on the last day of the then current
Interest Period with respect thereto.

     

    (d)           The
Administrative Agent shall promptly notify the Borrowers and the Lenders of the
interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon
determination of such interest rate.  At any time that Base Rate Loans are
outstanding, the Administrative Agent shall notify the US Borrower and the
Lenders of any change in Bank of America’s prime rate used in determining the
Base Rate promptly following the public announcement of such
change.


    
      
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    (e)           After
giving effect to all Term A Borrowings, all conversions of Term A Loans from one
Type to the other, and all continuations of Term A Loans as the same Type, there
shall not be more than five Interest Periods in effect in respect of the Term A
Facility.  After giving effect to all Revolving Credit Borrowings, all
conversions of Revolving Credit Loans from one Type to the other, and all
continuations of Revolving Credit Loans as the same Type, there shall not be
more than five Interest Periods in effect in respect of the Revolving Credit
Facility.

     

    2.03. 
Letters of
Credit. 
(a)  The
Letter of Credit Commitment.  (i)  Subject to the terms
and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the
agreements of the Revolving Credit Lenders set forth in this Section 2.03, to
honor drawings under the Letters of Credit; and (B) the Revolving Credit Lenders
severally agree to participate in Letters of Credit issued for the account of
the US Borrower and for the account of the European Borrower and any drawings
thereunder; provided
that after giving effect to any L/C Credit Extension with respect to any Letter
of Credit, (w) the Total Revolving Credit Outstandings shall not exceed the
Revolving Credit Facility, (x) the aggregate Outstanding Amount of the Revolving
Credit Loans of any Revolving Credit Lender, plus such Lender’s Applicable
Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations,
plus such Lender’s
Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing
Line Loans shall not exceed such Lender’s Revolving Credit Commitment, (y) the
Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit
Sublimit, and (z) the Total Revolving Credit Outstandings denominated in EurosAlternative
Currencies shall not exceed the European Revolving Loan Value.  Each
request by a Borrower for the issuance or amendment of a Letter of Credit shall
be deemed to be a representation by such Borrower that the L/C Credit Extension
so requested complies with the conditions set forth in the proviso to the
preceding sentence.  Within the foregoing limits, and subject to the terms
and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall
be fully revolving, and accordingly the Borrowers may, during the Availability
Period, obtain Letters of Credit to replace Letters of Credit that have expired
or that have been drawn upon and reimbursed.

     

    (ii)           The
L/C Issuer shall not issue any Letter of Credit if:

     

    (A)          subject
to Section 2.03(b)(iii), the expiry date of such requested Letter of
Credit would occur more than twelvethirty
(30) months after the date of issuance or last extension, unless the
Required Revolving Lenders have approved such expiry date; or

     

    (B)          the
expiry date of such requested Letter of Credit would occur after the Letter of
Credit Expiration Date,
unless all the Revolving Credit Lenders have approved such expiry
date;
provided,
however, that
L/C Obligations in an aggregate Outstanding Amount not to exceed $15,000,000 may
have an expiry date not later than fifteen (15) months after the Maturity Date
for the Revolving Credit Facility; and provided,
further, that,
in respect of any Letter of Credit which would extend beyond such Maturity Date,
the applicable Borrower shall Cash Collateralize in accordance with Section
2.03(g) such Letter of Credit no later than ninety (90) days before such
Maturity Date.


    
      
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    (iii)         The
L/C Issuer shall not be under any obligation to issue any Letter of Credit
if:

     

    (A)         any
order, judgment or decree of any Governmental Authority or arbitrator shall by
its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter
of Credit, or any Law applicable to the L/C Issuer or any request or directive
(whether or not having the force of law) from any Governmental Authority with
jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer
refrain from, the issuance of letters of credit generally or such Letter of
Credit in particular or shall impose upon the L/C Issuer with respect to such
Letter of Credit any restriction, reserve or capital requirement (for which the
L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing
Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense
which was not applicable on the Closing Date and which the L/C Issuer in good
faith deems material to it;

     

    (B)          the
issuance of such Letter of Credit would violate one or more policies of the L/C
Issuer applicable to letters of credit generally (and, if any requested Letter
of Credit would violate such policies and the L/C Issuer refuses to issue such
Letter of Credit on the basis thereof, the L/C Issuer shall promptly notify the
applicable Borrower of the details thereof);

     

    (C)          except
as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter
of Credit is in an initial stated amount less than $100,000, in the case of a
commercial Letter of Credit, or $500,000, in the case of a standby Letter of
Credit;

     

    (D)          such
Letter of Credit is to be denominated in a currency other than Dollars or Eurosan
Alternative Currency; or

     

    (E)           a
default of any Lender’s obligations to fund under Section 2.03(c) exists or
any Lender is at suchthat
time a Defaulting Lender hereunder, unless the L/C Issuer has entered into arrangements,
including the delivery of Cash Collateral, satisfactory arrangementsto the
L/C Issuer (in its sole discretion) with the Borrowers or such Lender to
eliminate the L/C Issuer’s risk
with respect to such Lenderactual or
potential Fronting Exposure (after giving effect to Section 2.16(a)(iv)) with
respect to the Defaulting Lender arising from either the Letter of Credit then
proposed to be issued or that Letter of Credit and all other L/C Obligations as
to which the L/C Issuer has actual or potential Fronting Exposure, as it may
elect in its sole discretion.

     

    (iv)          The
L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be
permitted at such time to issue such Letter of Credit in its amended form under
the terms hereof.

     

    (v)           The
L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the
L/C Issuer would have no obligation at such time to issue such Letter of Credit
in its amended form under the terms hereof, or (B) the beneficiary of such
Letter of Credit does not accept the proposed amendment to such Letter of
Credit.


    
      
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     (vi)          The
L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to
any Letters of Credit issued by it and the documents associated therewith, and
the L/C Issuer shall have all of the benefits and immunities (A) provided to the
Administrative Agent in Article IX with respect to any acts taken or omissions
suffered by the L/C Issuer in connection with Letters of Credit issued by it or
proposed to be issued by it and Issuer Documents pertaining to such Letters of
Credit as fully as if the term “Administrative Agent” as used in Article IX
included the L/C Issuer with respect to such acts or omissions, and (B) as
additionally provided herein with respect to the L/C Issuer.

     

    (b)           Procedures for Issuance and
Amendment of Letters of Credit; Auto-Extension Letters of Credit. 
(i)  Each Letter of Credit shall be issued or amended, as the case may
be, upon the request of the US Borrower or the European Borrower delivered to
the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter
of Credit Application, appropriately completed and signed by a Responsible
Officer of the applicable Borrower.  Such Letter of Credit Application must
be received by the L/C Issuer and the Administrative Agent not later than 11:00
A.M. at least two Business Days (or such later date and time as the
Administrative Agent and the L/C Issuer may agree in a particular instance in
their sole discretion) prior to the proposed issuance date or date of amendment,
as the case may be.  In the case of a request for an initial issuance of a
Letter of Credit, such Letter of Credit Application shall specify in form and
detail reasonably satisfactory to the L/C Issuer:  (A) the proposed
issuance date of the requested Letter of Credit (which shall be a Business Day);
(B) the amount and currency thereof; (C) the expiry date thereof; (D) the name
and address of the beneficiary thereof; (E) the documents to be presented by
such beneficiary in case of any drawing thereunder; (F) the full text of any
certificate to be presented by such beneficiary in case of any drawing
thereunder; and (G) such other matters as the L/C Issuer may require.  In
the case of a request for an amendment of any outstanding Letter of Credit, such
Letter of Credit Application shall specify in form and detail reasonably
satisfactory to the L/C Issuer (1) the Letter of Credit to be amended; (2) the
proposed date of amendment thereof (which shall be a Business Day); (3) the
nature of the proposed amendment; and (4) such other matters as the L/C Issuer
may reasonably require.  Additionally, the applicable Borrower shall
furnish to the L/C Issuer and the Administrative Agent such other documents and
information pertaining to such requested Letter of Credit issuance or amendment,
including any Issuer Documents, as the L/C Issuer or the Administrative Agent
may reasonably require.

     

     (ii)           Promptly
after receipt of any Letter of Credit Application, the L/C Issuer will confirm
with the Administrative Agent (by telephone or in writing) that the
Administrative Agent has received a copy of such Letter of Credit Application
from the applicable Borrower and, if not, the L/C Issuer will provide the
Administrative Agent with a copy thereof.  Unless the L/C Issuer has
received written notice from any Revolving Credit Lender, the Administrative
Agent or any Loan Party, at least one Business Day prior to the requested date
of issuance or amendment of the applicable Letter of Credit, that one or more
applicable conditions contained in Article IV shall not then be satisfied, then,
subject to the terms and conditions hereof, the L/C Issuer shall, on the
requested date, issue a Letter of Credit for the account of the US Borrower or
the European Borrower, as applicable, or enter into the applicable amendment, as
the case may be, in each case in accordance with the L/C Issuer’s usual and
customary business practices.  Immediately upon the issuance of each Letter
of Credit, each Revolving Credit Lender shall be deemed to, and hereby
irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk
participation in such Letter of Credit in an amount equal to the product of such
Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such
Letter of Credit.


    
      
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    (iii)          If
the US Borrower or the European Borrower, as the case may be, so requests in any
applicable Letter of Credit Application, the L/C Issuer may, in its sole and
absolute discretion, agree to issue a Letter of Credit that has automatic
extension provisions (each, an “Auto-Extension Letter of
Credit”); provided that any such
Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such
extension at least once in each twelve-month period (commencing with the date of
issuance of such Letter of Credit) by giving prior notice to the beneficiary
thereof not later than a date (the “Non-Extension Notice
Date”) in each such twelve-month period to be agreed upon at the time
such Letter of Credit is issued.  Unless otherwise directed by the L/C
Issuer, the applicable Borrower shall not be required to make a specific request
to the L/C Issuer for any such extension.  Once an Auto-Extension Letter of
Credit has been issued, the Revolving Credit Lenders shall be deemed to have
authorized (but may not require) the L/C Issuer to permit the extension of such
Letter of Credit at any time to an expiry date not later than the Letter of
Credit Expiration Date; provided, however, that the
L/C Issuer shall not permit any such extension if (A) the L/C Issuer has
determined that it would not be permitted, or would have no obligation at such
time to issue such Letter of Credit in its revised form (as extended) under the
terms hereof (by reason of the provisions of clause (ii) or (iii) of Section
2.03(a) or otherwise), or (B) it has received notice (which may be by telephone
or in writing) on or before the day that is seven Business Days before the
Non-Extension Notice Date (1) from the Administrative Agent that the Required
Revolving Lenders have elected not to permit such extension or (2) from the
Administrative Agent, any Revolving Credit Lender or the applicable Borrower
that one or more of the applicable conditions specified in Section 4.02 is not
then satisfied, and in each such case directing the L/C Issuer not to permit
such extension.

     

    (iv)          Promptly
after its delivery of any Letter of Credit or any amendment to a Letter of
Credit to an advising bank with respect thereto or to the beneficiary thereof,
the L/C Issuer will also deliver to the US Borrower or the European Borrower, as
applicable, and the Administrative Agent a true and complete copy of such Letter
of Credit or amendment.


    
      
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    (c)           Drawings and Reimbursements;
Funding of Participations.  (i)  Upon receipt from the
beneficiary of any Letter of Credit of any notice of a drawing under such Letter
of Credit, the L/C Issuer shall notify the US Borrower or the European Borrower,
as applicable, and the Administrative Agent thereof.  In the case of a
Letter of Credit denominated in Eurosan
Alternative Currency, the US Borrower or the European Borrower, as
applicable, shall reimburse the L/C Issuer in Eurossuch
Alternative Currency, unless the L/C Issuer (at its option) shall have
specified in such notice that it will require reimbursement in Dollars.  In
the case of any such reimbursement in Dollars of a drawing under a Letter of
Credit denominated in Eurosan
Alternative Currency, the L/C Issuer shall notify the US Borrower or the
European Borrower, as applicable, of the Dollar Equivalent of the amount of the
drawing promptly following the determination thereof.  Not later than 11:00
A.M. on the date of any payment by the L/C Issuer under a Letter of Credit to be
reimbursed in Dollars, or the Applicable Time on the date of any payment by the
L/C Issuer under a Letter of Credit to be reimbursed in Eurosan
Alternative Currency (each such date, an “Honor Date”), the US
Borrower or the European Borrower, as applicable, shall reimburse the L/C Issuer
through the Administrative Agent in an amount equal to the amount of such
drawing and in the applicable currency.  If the US Borrower or the European
Borrower, as applicable, fails to so reimburse the L/C Issuer by such time, the
Administrative Agent shall promptly notify each Revolving Credit Lender of the
Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the
amount of the Dollar Equivalent thereof in the case of a Letter of Credit
denominated in Eurosan
Alternative Currency) (the “Unreimbursed
Amount”), and the amount of such Revolving Credit Lender’s Applicable
Revolving Credit Percentage thereof.  In such event, the US Borrower or the
European Borrower, as applicable, shall be deemed to have requested a Revolving
Credit Borrowing (which, in the case of the US Borrower, shall consist of Base
Rate Loans) to be disbursed on the Honor Date in an amount equal to the
Unreimbursed Amount, without regard to the minimum and multiples specified in
Section 2.02 for the principal amount of Base Rate Loans, but subject to the
amount of the unutilized portion of the Revolving Credit Commitments and the
conditions set forth in Section 4.02 (other than the delivery of a Committed
Loan Notice).  Any notice given by the L/C Issuer or the Administrative
Agent pursuant to this Section 2.03(c)(i) may be given by telephone if
immediately confirmed in writing; provided that the lack of
such an immediate confirmation shall not affect the conclusiveness or binding
effect of such notice.

     

     (ii)           Each
Revolving Credit Lender shall upon any notice pursuant to Section 2.03(c)(i)
make funds available to the Administrative Agent for the account of the L/C
Issuer, in Dollars, at the Administrative Agent’s Office for Dollar-denominated
payments in an amount equal to its Applicable Revolving Credit Percentage of the
Unreimbursed Amount not later than 1:00 P.M. on the Business Day specified in
such notice by the Administrative Agent, whereupon, subject to the provisions of
Section 2.03(c)(iii), each Revolving Credit Lender that so makes funds available
shall be deemed to have made a Base Rate Loan to the applicable Borrower in such
amount.  The Administrative Agent shall remit the funds so received to the
L/C Issuer in Dollars.

     

     (iii)          With
respect to any Unreimbursed Amount that is not fully refinanced by a Revolving
Credit Borrowing of Base Rate Loans because the conditions set forth in Section
4.02 cannot be satisfied or for any other reason, the US Borrower or the
European Borrower, as applicable, shall be deemed to have incurred from the L/C
Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so
refinanced, which L/C Borrowing shall be due and payable on demand (together
with interest) and shall bear interest at the Default Rate.  In such event,
each Revolving Credit Lender’s payment to the Administrative Agent for the
account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed
payment in respect of its participation in such L/C Borrowing and shall
constitute an L/C Advance from such Lender in satisfaction of its participation
obligation under this Section 2.03.


    
      
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     (iv)         Until
each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance
pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any amount
drawn under any Letter of Credit, interest in respect of such Lender’s
Applicable Revolving Credit Percentage of such amount shall be solely for the
account of the L/C Issuer.

     

     (v)           Each
Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C
Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit,
as contemplated by this Section 2.03(c), shall be absolute and unconditional
and shall
not be affected by any circumstance, including (A) any setoff, counterclaim,
recoupment, defense or other right which such Lender may have against the L/C
Issuer, the US Borrower or the European Borrower, as applicable, or any other
Person for any reason whatsoever; (B) the occurrence or continuance of a
Default, or (C) any other occurrence, event or condition, whether or not similar
to any of the foregoing; provided, however, that each
Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to
this Section 2.03(c) is subject to the conditions set forth in Section 4.02
(other than delivery by the US Borrower or the European Borrower, as applicable,
of a Committed Loan Notice).  No such making of an L/C Advance shall
relieve or otherwise impair the obligation of the US Borrower or the European
Borrower, as applicable, to reimburse the L/C Issuer for the amount of any
payment made by the L/C Issuer under any Letter of Credit, together with
interest as provided herein.

     

     (vi)   
      If any Revolving Credit Lender fails to make
available to the Administrative Agent for the account of the L/C Issuer any
amount required to be paid by such Lender pursuant to the foregoing provisions
of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), the L/C
Issuer shall be entitled to recover from such Lender (acting through the
Administrative Agent), on demand, such amount with interest thereon for the
period from the date such payment is required to the date on which such payment
is immediately available to the L/C Issuer at a rate per annum equal to the
applicable Overnight Rate from time to time in effect, plus any administrative,
processing or similar fees customarily charged by the L/C Issuer in connection
with the foregoing.  If such Lender pays such amount (with interest and
fees as aforesaid), the amount so paid shall constitute such Revolving Credit
Loan or L/C Advance in respect of the relevant L/C Borrowing, as the case may
be.  A certificate of the L/C Issuer submitted to any Revolving Credit
Lender (through the Administrative Agent) with respect to any amounts owing
under this Section 2.03(c)(vi) shall be conclusive absent manifest
error.

     

     (vii)         Notwithstanding anything to
the contrary in this Section 2.03(c), in no event shall any Revolving Credit
Lender be obligated to reimburse the L/C Issuer or Administrative Agent in
respect of any drawing of a Letter of Credit subsequent to the Maturity Date for
the Revolving Credit Facility.

     

    (d)           Repayment of
Participations.  (i)  At any time after the L/C Issuer has
made a payment under any Letter of Credit and has received from any Revolving
Credit Lender such Lender’s L/C Advance in respect of such payment in accordance
with Section 2.03(c), if the Administrative Agent receives for the account of
the L/C Issuer any payment in respect of the related Unreimbursed Amount or
interest thereon (whether directly from the US Borrower or the European
Borrower, as applicable, or otherwise, including proceeds of cash collateral
applied thereto by the Administrative Agent), the Administrative Agent will
distribute to such Lender its Applicable Revolving Credit Percentage thereof in
Dollars and in the same funds as those received by the Administrative
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     (ii)           If
any payment received by the Administrative Agent for the account of the L/C
Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of
the circumstances described in Section 11.05 (including pursuant to any
settlement entered into by the L/C Issuer in its discretion), each Revolving
Credit Lender shall pay to the Administrative Agent for the account of the L/C
Issuer its Applicable Revolving Credit Percentage thereof on demand of the
Administrative Agent, plus interest thereon from
the date of such demand to the date such amount is returned by such Lender, at a
rate per annum equal to the applicable Overnight Rate from time to time in
effect.  The obligations of the Lenders under this clause shall survive the
payment in full of the Obligations and the termination of this
Agreement.

     

    (e)           Obligations
Absolute.  The obligation of the US Borrower or the European
Borrower, as applicable, to reimburse the L/C Issuer for each drawing under each
Letter of Credit and to repay each L/C Borrowing shall be absolute,
unconditional and irrevocable, and shall be paid strictly in accordance with the
terms of this Agreement under all circumstances, including the
following:

     

     (i)           any
lack of validity or enforceability of such Letter of Credit, this Agreement, or
any other Loan Document;

     

     (ii)           the
existence of any claim, counterclaim, setoff, defense or other right that the US
Borrower or the European Borrower, as applicable, or any its respective
Subsidiary may have at any time against any beneficiary or any transferee of
such Letter of Credit (or any Person for whom any such beneficiary or any such
transferee may be acting), the L/C Issuer or any other Person, whether in
connection with this Agreement, the transactions contemplated hereby or by such
Letter of Credit or any agreement or instrument relating thereto, or any
unrelated transaction;

     

     (iii)          any
draft, demand, certificate or other document presented under such Letter of
Credit proving to be forged, fraudulent, invalid or insufficient in any respect
or any statement therein being untrue or inaccurate in any respect; or any loss
or delay in the transmission or otherwise of any document required in order to
make a drawing under such Letter of Credit;

     

     (iv)          any
payment by the L/C Issuer under such Letter of Credit against presentation of a
draft or certificate that does not strictly comply with the terms of such Letter
of Credit; or any payment made by the L/C Issuer under such Letter of Credit to
any Person purporting to be a trustee in bankruptcy, debtor-in-possession,
assignee for the benefit of creditors, liquidator, receiver or other
representative of or successor to any beneficiary or any transferee of such
Letter of Credit, including any arising in connection with any proceeding under
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     (v)           any
adverse change in the relevant exchange rates or in the availability of Eurosthe
relevant Alternative Currency to either Borrowers or any Subsidiary or in
the relevant currency markets generally; or

     

     (vi)          any
other circumstance or happening whatsoever, whether or not similar to any of the
foregoing, including any other circumstance that might otherwise constitute a
defense available to, or a discharge of, either Borrower or any of its
Subsidiaries.

     

    The US
Borrower or the European Borrower, as applicable, shall promptly examine a copy
of each Letter of Credit and each amendment thereto that is delivered to it and,
in the event of any claim of noncompliance with the applicable Borrower’s
instructions or other irregularity, such Borrower will immediately notify the
L/C Issuer.  The US Borrower or the European Borrower, as applicable, shall
be conclusively deemed to have waived any such claim against the L/C Issuer and
its correspondents unless such notice is given as aforesaid.

     

    (f)           Role of L/C
Issuer.  Each Lender and the US Borrower or the European Borrower,
as applicable, agree that, in paying any drawing under a Letter of Credit, the
L/C Issuer shall not have any responsibility to obtain any document (other than
any sight draft, certificates and documents expressly required by the Letter of
Credit) or to ascertain or inquire as to the validity or accuracy of any such
document or the authority of the Person executing or delivering any such
document.  None of the L/C Issuer, the Administrative Agent, any of their
respective Related Parties nor any correspondent, participant or assignee of the
L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in
connection herewith at the request or with the approval of the Revolving Credit
Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken
or omitted in the absence of gross negligence or willful misconduct; or (iii)
the due execution, effectiveness, validity or enforceability of any document or
instrument related to any Letter of Credit or Issuer Document.  Each
Borrower hereby assumes all risks of the acts or omissions of any beneficiary or
transferee with respect to its use of any Letter of Credit; provided, however, that this
assumption is not intended to, and shall not, preclude either Borrower’s
pursuing such rights and remedies as it may have against the beneficiary or
transferee at law or under any other agreement.  None of the L/C Issuer,
the Administrative Agent, any of their respective Related Parties nor any
correspondent, participant or assignee of the L/C Issuer shall be liable or
responsible for any of the matters described in clauses (i) through (v) of
Section 2.03(e); provided,
however, that anything in such clauses to the contrary notwithstanding,
the US Borrower or the European Borrower, as applicable, may have a claim
against the L/C Issuer, and the L/C Issuer may be liable to the applicable
Borrower, to the extent, but only to the extent, of any direct, as opposed to
consequential or exemplary, damages suffered by such Borrower which such
Borrower proves were caused by the L/C Issuer’s willful misconduct or gross
negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit
after the presentation to it by the beneficiary of a sight draft and
certificate(s) strictly complying with the terms and conditions of a Letter of
Credit.  In furtherance and not in limitation of the foregoing, the L/C
Issuer may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary, and the L/C Issuer shall not be responsible for the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason.


    
      
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    (g)           Cash
Collateral.  Upon the request of the Administrative Agent, (i) if
the L/C Issuer has honored any full or partial drawing request under any Letter
of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of
the Letter of Credit Expiration Date, any L/C Obligation for any reason remains
outstanding, the Borrowers shall, in each case, immediately Cash Collateralize
the then Outstanding Amount of all L/C Obligations.  At any
time that there shall exist a Defaulting Lender, immediately upon the request of
the Administrative Agent, the L/C Issuer or the Swing Line Lender, the Borrowers
shall deliver to the Administrative Agent Cash Collateral in an amount
sufficient to cover all Fronting Exposure (after giving effect to Section
2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender). 
The Administrative Agent may, at any time and from time to time after the
initial deposit of cash collateral, request that additional cash collateral be
provided in order to protect against the results of exchange rate
fluctuations.  Sections 2.05 and 8.02(c) set forth certain additional
requirements to deliver cash collateral hereunder.  For purposes of this
Section 2.03, Section 2.05 and Section 8.02(c), “Cash Collateralize”
means to pledge and deposit with or deliver to the Administrative Agent, for the
benefit of the L/C Issuer and the Lenders, as collateral for the L/C
Obligations, cash or deposit account balances pursuant to documentation in form
and substance reasonably satisfactory to the Administrative Agent and the L/C
Issuer (which documents are hereby consented to by the Lenders). 
Derivatives of such term have corresponding meanings.  Each Borrower hereby
grants to the Administrative Agent, for the benefit of the L/C Issuer and the
Lenders, a security interest in all such cash, deposit accounts and all balances
therein and all proceeds of the foregoing.  Cash collateral shall be
maintained in blocked, non-interest bearing deposit accounts at Bank of
America.  If at any time the Administrative Agent determines that any funds
held as cash collateral are subject to any right or claim of any Person other
than the Administrative Agent or that the total amount of such funds is less
than the aggregate Outstanding Amount of all L/C Obligations, the applicable
Borrower or the
relevant Defaulting Lender will, forthwith upon demand by the
Administrative Agent, pay to the Administrative Agent, as additional funds to be
deposited as cash collateral, an amount equal to the excess of (x) such
aggregate Outstanding Amount over (y) the total amount of funds, if any, then
held as cash collateral that the Administrative Agent determines to be free and
clear of any such right and claim.  Upon the drawing of any Letter of
Credit for which funds are on deposit as cash collateral, such funds shall be
applied, to the extent permitted under applicable Laws, to reimburse the L/C
Issuer.

     

    (h)           Applicability of ISP and
UCP.  Unless otherwise expressly agreed by the L/C Issuer and the US
Borrower or the European Borrower, as applicable, when a Letter of Credit is
issued, (i) the rules of the ISP shall apply to each standby Letter of Credit,
and (ii) the rules of the Uniform Customs and Practice for Documentary Credits,
as most recently published by the International Chamber of Commerce at the time
of issuance shall apply to each commercial Letter of Credit.


    
      
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    (i)           Letter of Credit
Fees.  The US Borrower and the European Borrower, as applicable,
shall pay to the Administrative Agent for the account of each Revolving Credit
Lender in accordance with its Applicable Revolving Credit Percentage a Letter of
Credit fee (the “Letter of Credit
Fee”) for each Letter of Credit equal to the Applicable Rate times the Dollar Equivalent
of the daily amount available to be drawn under such Letter of Credit;
provided,
however, any
Letter of Credit Fees otherwise payable for the account of a Defaulting Lender
with respect to any Letter of Credit as to which such Defaulting Lender has not
provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section
2.03 shall be payable, to the maximum extent permitted by applicable Law, to the
other Lenders in accordance with the upward adjustments in their respective
Applicable Percentages allocable to such Letter of Credit pursuant to Section
2.16(a)(iv), with the balance of such fees, if any, payable to the L/C Issuer
for its own account.  For purposes of computing the daily amount
available to be drawn under any Letter of Credit, the amount of such Letter of
Credit shall be determined in accordance with Section 1.07.  Letter of
Credit Fees shall be (i) due and payable on the first Business Day after the end
of each March, June, September and December, commencing with the first such date
to occur after the issuance of such Letter of Credit, on the Letter of Credit
Expiration Date and thereafter on demand and (ii) computed on a quarterly basis
in arrears.  If there is any change in the Applicable Rate during any
quarter, the daily amount available to be drawn under each Letter of Credit
shall be computed and multiplied by the Applicable Rate separately for each
period during such quarter that such Applicable Rate was in effect. 
Notwithstanding anything to the contrary contained herein, upon the request of
the Required Revolving Lenders, while any Event of Default exists, all Letter of
Credit Fees shall accrue at the Default Rate.

     

    (j)           Fronting Fee and Documentary
and Processing Charges Payable to L/C Issuer.  The US Borrower or
the European Borrower, as applicable, shall pay directly to the L/C
Issuer,  for its own account, in Dollars, a fronting fee (i) with
respect to each commercial Letter of Credit, at the rate specified in the Fee
Letter, computed on the amount of such Letter of Credit, and payable upon the
issuance thereof, (ii) with respect to any amendment of a commercial Letter of
Credit increasing the amount of such Letter of Credit, at a rate separately
agreed between the applicable Borrower and the L/C Issuer, computed on the
amount of such increase, and payable upon the effectiveness of such amendment,
and (iii) with respect to each standby Letter of Credit, at the rate per annum
specified in the Fee Letter, computed on the Dollar Equivalent of the daily
amount available to be drawn under such Letter of Credit on a quarterly basis in
arrears.  Such fronting fee shall be due and payable on the tenth Business
Day after the end of each March, June, September and December in respect of the
most recently-ended quarterly period (or portion thereof, in the case of the
first payment), commencing with the first such date to occur after the issuance
of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter
on demand.  For purposes of computing the daily amount available to be
drawn under any Letter of Credit, the amount of such Letter of Credit shall be
determined in accordance with Section 1.06.  In addition, the US Borrower
or the European Borrower, as applicable, shall pay directly to the L/C Issuer
for its own account, in Dollars, the customary issuance, presentation, amendment
and other processing fees, and other standard costs and charges, of the L/C
Issuer relating to letters of credit as from time to time in effect.  Such
customary fees and standard costs and charges are due and payable on demand and
are nonrefundable.

     

    (k)           Conflict with Issuer
Documents.  In the event of any conflict between the terms hereof
and the terms of any Issuer Document, the terms hereof shall
control.

     

    (l)           Letters of Credit Issued for
Subsidiaries.  Notwithstanding that a Letter of Credit issued or
outstanding hereunder is in support of any obligations of, or is for the account
of, a Subsidiary, the Borrower requesting such Letter of Credit shall be
obligated to reimburse the L/C Issuer hereunder for any and all drawings under
such Letter of Credit and such Letter of Credit shall be deemed for all purposes
hereof to have been issued for the account of such Borrower.  Each of the
US Borrower and the European Borrower hereby acknowledges that the issuance of
Letters of Credit for the account of its Subsidiaries inures to the benefit of
the US Borrower or the European Borrower, as applicable, and that the US
Borrower’s or the European Borrower’s, as applicable, business derives
substantial benefits from the businesses of such Subsidiaries.


    
      
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    2.04. 
Swing Line Loans. 
(a)  The
Swing Line.  Subject to the terms and conditions set forth herein,
the Swing Line Lender agreesmay, in
its sole discretion, in reliance upon the agreements of the other Lenders
set forth in this Section 2.04, to
make loans in Dollars,
Sterling or Euros to the US Borrower or in
Euros or
Sterling to the European Borrower (each such loan, a “Swing Line Loan”)
from time to time on any Business Day during the Availability Period in an
aggregate amount not to exceed at any time outstanding the amount of the Swing
Line Sublimit or, in the case of any European Swing Line Loans made to
the European Borrower, the European Swing Line Sublimit, notwithstanding
the fact that such Swing Line Loans, when aggregated with the Applicable
Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans
and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the
amount of such Lender’s Revolving Credit Commitment; provided, however, that,
after giving effect to any Swing Line Loan, (i) the Total Revolving Credit
Outstandings shall not exceed the Revolving Credit Facility at such time and
(ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any
Revolving Credit Lender at such time, plus such Revolving Credit
Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all
L/C Obligations at such time, plus such Revolving Credit
Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all
Swing Line Loans at such time shall not exceed such Lender’s Revolving Credit
Commitment; and provided,
further, that neither Borrower shall use the proceeds of any Swing Line
Loan to refinance any outstanding Swing Line Loan.  Within the foregoing
limits, and subject to the other terms and conditions hereof, the US Borrower
and the European Borrower may borrow under this Section 2.04, prepay under
Section 2.05, and reborrow under this Section 2.04.  Each Swing Line
Loan (other
than a European Swing Line Loan) to the US Borrower shall bear interest
only at a rate based on the Base Rate, and each European Swing Line Loan shall
only bear interest as provided in Section 2.08.  Immediately upon the
making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to,
and hereby irrevocably and unconditionally agrees to, purchase from the Swing
Line Lender a risk participation in such Swing Line Loan in an amount equal to
the product of such Revolving Credit Lender’s Applicable Revolving Credit
Percentage times the
amount of such Swing Line Loan.

     

    (b)           Borrowing
Procedures.  Each Swing Line Borrowing shall be made upon the
applicable Borrower’s irrevocable notice to the Swing Line Lender and the
Administrative Agent by delivery of a Swing Line Loan Notice.  Each such
notice must be received by the Swing Line Lender and the Administrative Agent
not later than 1:00 P.M. (or, in the case of any European Swing Line Loan, 10:00
A.M. London time) on the requested borrowing date, and shall specify (i) the
amount to be borrowed, which shall be a minimum of $100,000,
€100,000 or €£100,000,
as applicable, and (ii) the requested borrowing date, which shall be a Business
Day.  Each such Swing Line Loan Notice must be in writing and transmitted
via facsimile to the Swing Line Lender and the Administrative Agent,
appropriately completed and signed by a Responsible Officer of the US Borrower
or the European Borrower, as applicable.  Unless the Swing Line Lender has
received notice (by telephone or in writing) from the Administrative Agent
(including at the request of any Revolving Credit Lender) prior to 2:00 P.M.
(or, in the case of any European Swing Line Loan, at such time as may be
specified by the Administrative Agent to the European Borrower)  on
the date of the proposed Swing Line Borrowing (A) directing the Swing Line
Lender not to make such Swing Line Loan as a result of the limitations set forth
in the first proviso to the first sentence of Section 2.04(a), or (B) that one
or more of the applicable conditions specified in Article IV is not then
satisfied, then, subject to the terms and conditions hereof, the Swing Line
Lender will, not later than 3:00 P.M. on the borrowing date specified in such
Swing Line Loan Notice, make the amount of its Swing Line Loan available to the
US Borrower or the European Borrower, as applicable, at its office by crediting
the account of such Borrower on the books of the Swing Line Lender in Same Day
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    (c)           Refinancing of Swing Line
Loans.  (i)  The Swing Line Lender at any time in its sole
and absolute discretion may request, on behalf of the US Borrower or the
European Borrower, as applicable (which hereby irrevocably authorizes the Swing
Line Lender to so request on its behalf), that each Revolving Credit Lender make
a Base Rate Loan (or, in the case of European Swing Line Loans, a Revolving
Credit Loan in Eurosan
Alternative Currency that is a Eurocurrency Rate Loan) in an amount equal
to such Lender’s Applicable Revolving Credit Percentage of the amount of Swing
Line Loans then outstanding.  Such request shall be made in writing (which
written request shall be deemed to be a Committed Loan Notice for purposes
hereof) and in accordance with the requirements of Section 2.02, without regard
to the minimum and multiples specified therein for the principal amount of Base
Rate Loans (or, if applicable, Eurocurrency Rate Loans), but subject to the
unutilized portion of the Revolving Credit Facility and the conditions set forth
in Section 4.02.  The Swing Line Lender shall furnish the US Borrower or
the European Borrower, as applicable, with a copy of the applicable Committed
Loan Notice promptly after delivering such notice to the Administrative
Agent.  Each Revolving Credit Lender shall make an amount equal to its
Applicable Revolving Credit Percentage of the amount specified in such Committed
Loan Notice available to the Administrative Agent in Same Day Funds for the
account of the Swing Line Lender at the Administrative Agent’s Office for
Dollar-denominated payments (or, in the case European Swing Line Loans , the
Administrative Agent’s Office designated by it for EuroAlternative
Currency-denominated payments) not later than 1:00 P.M. (or, in the case
of any European Swing Line Loan, at such time as may be specified by the
Administrative Agent to the US
Borrower or European Borrower) on the day specified in such Committed
Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Credit
Lender that so makes funds available shall be deemed to have made a Base Rate
Loan to the US Borrower (in the
case of a Swing Line Loan made in Dollars to the US Borrower) or a
Eurocurrency Rate Loan to the European
BorrowerUS
Borrower or the European Borrower (in the case of a European Swing Line Loan
made in an Alternative Currency to either the US Borrower or European
Borrower), as applicable, in such amount.  The Administrative Agent
shall remit the funds so received to the Swing Line Lender.

     

     (ii)           If
for any reason any Swing Line Loan cannot be refinanced by such a Revolving
Credit Borrowing in accordance with Section 2.04(c)(i), the request for Base
Rate Loans or Eurocurrency Rate Loans submitted by the Swing Line Lender as set
forth herein shall be deemed to be a request by the Swing Line Lender that each
of the Revolving Credit Lenders fund its risk participation in the relevant
Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative
Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i)
shall be deemed payment in respect of such participation.


    
      
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     (iii)           If
any Revolving Credit Lender fails to make available to the Administrative Agent
for the account of the Swing Line Lender any amount required to be paid by such
Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time
specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to
recover from such Lender (acting through the Administrative Agent), on demand,
such amount with interest thereon for the period from the date such payment is
required to the date on which such payment is immediately available to the Swing
Line Lender at a rate per annum equal to the applicable Overnight Rate from time
to time in effect, plus
any administrative, processing or similar fees customarily charged by the Swing
Line Lender in connection with the foregoing.  If such Lender pays such
amount (with interest and fees as aforesaid), the amount so paid shall
constitute such Lender’s Revolving Credit Loan or funded participation in the
relevant Swing Line Loan, as the case may be.  A certificate of the Swing
Line Lender submitted to any Lender (through the Administrative Agent) with
respect to any amounts owing under this clause (iii) shall be conclusive absent
manifest error.

     

     (iv)          Each
Revolving Credit Lender’s obligation to make Revolving Credit Loans or to
purchase and fund risk participations in Swing Line Loans pursuant to this
Section 2.04(c) shall be absolute and unconditional and shall not be affected by
any circumstance, including (A) any setoff, counterclaim, recoupment, defense or
other right which such Lender may have against the Swing Line Lender, either
Borrower or any other Person for any reason whatsoever, (B) the occurrence or
continuance of a Default, or (C) any other occurrence, event or condition,
whether or not similar to any of the foregoing; provided, however, that each
Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to
this Section 2.04(c) is subject to the conditions set forth in Section
4.02.  No such funding of risk participations shall relieve or otherwise
impair the obligation of the applicable Borrower to repay Swing Line Loans,
together with interest as provided herein.

     

    (d)           Repayment of
Participations.  (i)  At any time after any Revolving
Credit Lender has purchased and funded a risk participation in a Swing Line
Loan, if the Swing Line Lender receives any payment on account of such Swing
Line Loan, the Swing Line Lender will distribute to such Revolving Credit Lender
its Applicable Revolving Credit Percentage thereof in the same funds as those
received by the Swing Line Lender.

     

     (ii)
If any payment received by the Swing Line Lender in respect of principal or
interest on any Swing Line Loan is required to be returned by the Swing Line
Lender under any of the circumstances described in Section 11.05 (including
pursuant to any settlement entered into by the Swing Line Lender in its
discretion), each Revolving Credit Lender shall pay to the Swing Line Lender its
Applicable Revolving Credit Percentage thereof on demand of the Administrative
Agent, plus interest
thereon from the date of such demand to the date such amount is returned, at a
rate per annum equal to the applicable Overnight Rate.  The Administrative
Agent will make such demand upon the request of the Swing Line Lender.  The
obligations of the Lenders under this clause shall survive the payment in full
of the Obligations and the termination of this Agreement.


    
      
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    (e)           Interest for Account of
Swing Line Lender.  The Swing Line Lender shall be responsible for
invoicing the US Borrower and the European Borrower, as applicable, for interest
on the Swing Line Loans.  Until each Revolving Credit Lender funds its Base
Rate Loan or Eurocurrency Rate Loan or risk participation pursuant to this
Section 2.04 to refinance such Revolving Credit Lender’s Applicable Revolving
Credit Percentage of any Swing Line Loan, interest in respect of such Applicable
Revolving Credit Percentage shall be solely for the account of the Swing Line
Lender.

     

    (f)           Payments Directly to Swing
Line Lender.  The US Borrower and the European Borrower shall make
all payments of principal and interest in respect of the Swing Line Loans
directly to the Swing Line Lender.

     

    2.05. 
Prepayments. 
(a)  Optional. 
(i)  Subject to the last sentence of this Section 2.05(a)(i), each
Borrower may, upon notice to the Administrative Agent, at any time or from time
to time, voluntarily prepay Term A Loans and Revolving Credit Loans, in whole or
in part, without premium or penalty; provided that (A) such notice
must be received by the Administrative Agent not later than 11:00 A.M. (1) on
the date that is three Business Days prior to any date of prepayment of
Eurocurrency Rate Loans denominated in Dollars, (2) on the date that is four
Business Days prior to any date of prepayment of Eurocurrency Rate Loans
denominated in EurosAlternative
Currencies, and (3) on the date that is one Business Day prior to the
date of prepayment of Base Rate Loans; (B) any prepayment of Eurocurrency Rate
Loans shall be in a principal amount of $1,000,000 or a whole multiple of
$500,000 in excess thereof (in the case of Loans denominated in Dollars)
or,
€1,000,000 or a whole multiple of €500,000 in excess thereof (in the case of
Loans denominated in Euros) or
£1,000,000 or a whole multiple of £500,000 in excess thereof (in the case of
Loans denominated in Sterling); and (C) any prepayment of Base Rate Loans
shall be in a principal amount of $500,000 or a whole multiple of $100,000 in
excess thereof or, in each case, if less, the entire principal amount thereof
then outstanding.  Each such notice shall specify the date and amount of
such prepayment and the Type(s) (and currency) of Loans to be prepaid and, if
Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such
Loans.  The Administrative Agent will promptly notify each Lender of its
receipt of each such notice, and of the amount of such Lender’s ratable portion
of such prepayment (based on such Lender’s Applicable Percentage in respect of
the relevant Facility).  If such notice is given by a Borrower, such
Borrower shall make such prepayment and the payment amount specified in such
notice shall be due and payable on the date specified therein.  Any
prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued
interest on the amount prepaid, together with any additional amounts required
pursuant to Section 3.05.  Each prepayment of the outstanding Term A Loans
pursuant to this Section 2.05(a) shall be applied to the principal repayment
installments thereof on a pro-rata basis, and each such prepayment shall be paid
to the Lenders in accordance with their respective Applicable Percentages in
respect of each of the relevant Facilities.


    
      
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     (ii)           Each
Borrower may, upon notice to the Swing Line Lender (with a copy to the
Administrative Agent), at any time or from time to time, voluntarily prepay
Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice
must be received by the Swing Line Lender and the Administrative Agent not later
than 1:00 P.M. on the date of the prepayment, and (B) any such prepayment shall
be in a minimum principal amount of $100,000,  €100,000
or €£100,000,
as applicable (or such lesser amount as equals the entire principal amount
outstanding on such date).  Each such notice shall specify the date and
amount of such prepayment.  If such notice is given by either Borrower,
such Borrower shall make such prepayment and the payment amount specified in
such notice shall be due and payable on the date specified therein.

     

    (b)           Mandatory. 
(i)  If any Loan Party or any of its Subsidiaries disposes of any
property (other than any Disposition of any property permitted by Section 7.05
(other than clause (d) thereof) and other than proceeds of any Approved Asbestos
Insurance Settlement so long as such proceeds are used or committed to be used
to reimburse the US Borrower or any of its Subsidiaries or make payments in
respect of related claims against the US Borrower or any of its Subsidiaries and
defense costs related thereto) that results in the realization by the Loan
Parties and their respective Subsidiaries of Net Cash Proceeds in excess of
$10,000,000 in any Fiscal Year (excluding any portion thereof that is reinvested
as provided below), the applicable Borrower shall prepay an aggregate principal
amount of Loans equal to 100% of such Net Cash Proceeds (to the extent in excess
of $10,000,000 in such Fiscal Year) immediately upon receipt thereof by such
Person (such prepayments to be applied as set forth in clauses (iv) and (viii)
below); provided, however,
that, with respect to any Net Cash Proceeds realized under a Disposition
described in this Section 2.05(b)(i), at the election of either the US Borrower
or the European Borrower (as notified by such Borrower to the Administrative
Agent on or prior to the date of such Disposition), and so long as no Default
shall have occurred and be continuing, such Loan Party or such Subsidiary may
reinvest all or any portion of such Net Cash Proceeds in operating assets so
long as, within 180 days after the receipt of such Net Cash Proceeds, such
purchase shall have been consummated (as certified by the Borrower in writing to
the Administrative Agent); and provided further, however,
that any Net Cash Proceeds not so reinvested shall be immediately subject to
prepayment of the Loans as set forth in this Section 2.05(b)(i).

     

     (ii)           Upon
the incurrence or issuance by any Loan Party or any of its Subsidiaries of any
Debt (other than Debt expressly permitted to be incurred or issued pursuant to
Section 7.02), the applicable Borrower shall prepay an aggregate principal
amount of Loans equal to 100% of all Net Cash Proceeds received therefrom
immediately upon receipt thereof by such Loan Party or such Subsidiary (such
prepayments to be applied as set forth in clauses (iv) and (viii)
below).

     

     (iii)          Upon
any Extraordinary Receipt (other than proceeds of any Approved Asbestos
Insurance Settlement or Asbestos Judgment, so long as such proceeds are used or
committed to be used to reimburse the US Borrower or any of its Subsidiaries or
make payments in respect of related claims against the US Borrower or any of its
Subsidiaries and defense costs related thereto, as applicable) received by or
paid to or for the account of any Loan Party or any of its Subsidiaries, and not
otherwise included in clause (ii), (iii) or (iv) of this Section 2.05(b), the
applicable Borrower shall prepay an aggregate principal amount of Loans equal to
100% of all Net Cash Proceeds received therefrom immediately upon receipt
thereof by such Loan Party or such Subsidiary (such prepayments to be applied as
set forth in clauses (iv) and (viii) below).


    
      
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    (iv)          Each
prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b)
shall be applied, first, to the Term A Facility
and the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving
Credit Facility in the manner set forth in clause (viii) of this Section
2.05(b).

     

    (v)           The
US Borrower or the European Borrower shall, on the first Business Day of each
week, prepay an aggregate principal amount of the Revolving Credit Loans
comprising part of the same Borrowings, the L/C Advances and the Swing Line
Loans and deposit an amount in the L/C Collateral Account in an amount equal to
the amount by which the Dollar Equivalent (which shall be advised by the
Administrative Agent from time to time as requested by the Borrowers) of the sum
of the aggregate principal amount of (x) the Revolving Credit Loans, (y) the L/C
Advances and (z) the Swing Line Loans then outstanding plus the Dollar Equivalent of
the aggregate Available Amount of all Letters of Credit then outstanding exceeds
the Revolving Credit Facility on the date of such determination; provided that upon the
occurrence and during the continuance of a Default, such determination and
payment shall be made by the applicable Borrower on each Business Day; and provided further, that if the
Administrative Agent notifies the Borrowers at any time that the Dollar
Equivalent of the Outstanding Amount of all Loans and L/C Obligations at such
time exceeds an amount equal to 105% of the aggregate amount of the Revolving
Credit Commitments then in effect, then, within two Business Days after receipt
of such notice, the Borrowers shall prepay an aggregate principal amount of the
Revolving Credit Loans comprising part of the same Borrowings, the L/C Advances
and the Swing Line Loans and deposit an amount in the L/C Collateral Account in
an aggregate amount sufficient to reduce such Outstanding Amount as of such date
of payment to an
amount not to exceed 100% of the aggregate amount of the Revolving Credit
Commitments then in effect.

     

    (vi)          The
European Borrower shall, on the first Business Day of each week, prepay an
aggregate principal amount of the Revolving Credit Borrowings comprising part of
the same Borrowings, the L/C Advances and the Swing Line Borrowings and deposit
an amount in the L/C Collateral Account in an amount equal to the amount by
which the Dollar Equivalent (which shall be advised by the Administrative Agent
from time to time as requested by the Borrowers) of the sum of the aggregate
principal amount of (x) the Revolving Credit Borrowings, (y) the L/C Advances
and (z) the Swing Line  Borrowings then outstanding and made for the
account of the European Borrower, plus the Dollar Equivalent of
the aggregate Available Amount of all Letters of Credit then outstanding for the
account of the European Borrower exceeds the European Revolving Loan Value on
the date of such determination; provided that upon the
occurrence and during the continuance of a Default, such determination and
payment shall be made by the European Borrower on each Business
Day.

     

    (vii)         If,
for any reason, the Total Revolving Credit Outstandings denominated in EurosAlternative
Currencies at any time exceed the European Revolving Loan Value at such
time, the European Borrower shall immediately prepay Revolving Credit Loans,
Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C
Obligations (other than the L/C Borrowings) in an aggregate amount equal to such
excess.


    
      
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     (viii)       All
prepayments of the Revolving Credit Facility made pursuant to this Section
2.05(b), first, shall
be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied
ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash
Collateralize the remaining L/C Obligations.  In the case of prepayments
required pursuant to clause (i) or (ii) of this Section 2.05(b), (A) the
Revolving Credit Facility shall be automatically and permanently reduced by the
total amount of such prepayment, and (B) any amount remaining after application
as set forth in the preceding sentence (the sum of such prepayment amounts, cash
collateralization amounts and remaining amount being, collectively, the “Reduction Amount”)
may be retained by the Borrowers for use in the ordinary course of business, and
the Revolving Credit Facility shall be automatically and permanently reduced by
the Reduction Amount as set forth in Section 2.06(b)(iii).  Upon the
drawing of any Letter of Credit that has been Cash Collateralized, the funds
held as cash collateral shall be applied (without any further action by or
notice to or from the Borrowers or any other Loan Party) to reimburse the L/C
Issuer or the Revolving Credit Lenders, as applicable.

     

     2.06.  Termination or Reduction of
Commitments.  (a)  Optional.  The
Borrowers may, upon notice to the Administrative Agent, terminate the Revolving
Credit Facility, the Letter of Credit Sublimit, the Swing Line Sublimit or the
European Swing Line Sublimit, or from time to time permanently reduce the
Revolving Credit Facility, the Letter of Credit Sublimit, the Swing Line
Sublimit or the European Swing Line Sublimit; provided that (i) any such
notice shall be received by the Administrative Agent not later than 11:00
A.M.  on the date that is five Business Days prior to the date of
termination or reduction, (ii) any such partial reduction shall be in an
aggregate amount of $1,000,000 or any whole multiple of $500,000 in excess thereof and
(iii) the Borrowers shall not terminate or reduce (A) the Revolving Credit
Facility if, after giving effect thereto and to any concurrent prepayments
hereunder, the Total Revolving Credit Outstandings would exceed the Revolving
Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect
thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized
hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line
Sublimit or the European Swing Line Sublimit if, after giving effect thereto and
to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line
Loans would exceed the Swing Line Sublimit or the Outstanding Amount of Swing
Line Loans to the European Borrower would exceed the European Swing Line
Sublimit.

     

    (b)           Mandatory.  (i)  The
aggregate Term A Commitments shall be automatically and permanently reduced to
zero on the date of the Term A Borrowing.

     

     (ii)           The
Revolving Credit Facility shall be automatically and permanently reduced on each
date on which the prepayment of Revolving Credit Loans outstanding thereunder is
required to be made pursuant to Section 2.05(b)(i), (ii), (iii), (iv) or (v) by
an amount equal to the applicable Reduction Amount.

     

     (iii)          If
after giving effect to any reduction or termination of Revolving Credit
Commitments under this Section 2.06, the Letter of Credit Sublimit, the Swing
Line Sublimit or the European Swing Line Sublimit exceeds the Revolving Credit
Facility at such time, the Letter of Credit Sublimit, the Swing Line Sublimit or
the European Swing Line Sublimit, as the case may be, shall be automatically
reduced by the amount of such excess.


    
      
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    (c)           Application of Commitment
Reductions; Payment of Fees.  The Administrative Agent will
promptly notify the Lenders of any termination or reduction of the Letter of
Credit Sublimit, the Swing Line Sublimit, the European Swing Line Sublimit or
the Revolving Credit Commitment under this Section 2.06.  Upon any
reduction of the Revolving Credit Commitments, the Revolving Credit Commitment
of each Revolving Credit Lender shall be reduced by such Lender’s Applicable
Revolving Credit Percentage of such reduction amount.  All fees in
respect of the Revolving Credit Facility accrued until the effective date of any
termination of the Revolving Credit Facility shall be paid on the effective date
of such termination.

     

    2.07.  Repayment of
Loans.  (a)  Term A
Loans.  The US Borrower shall repay to the Term A Lenders the
aggregate principal amount of all Term A Loans outstanding on the following
dates in the respective amounts set forth opposite such dates (which amounts
shall be reduced as a result of the application of prepayments in accordance
with the order of priority set forth in Section 2.06):

     

    
      
        
          
            
              
                	
                        Date

                      	 	
                        Amount

                      	 
	
                        June
      30, 2008

                      	 	$	1,250,000	 
	
                        September
      30, 2008

                      	 	$	1,250,000	 
	
                        December
      31, 2008

                      	 	$	1,250,000	 
	
                        March
      31, 2009

                      	 	$	1,250,000	 
	
                        June
      30, 2009

                      	 	$	1,250,000	 
	
                        September
      30, 2009

                      	 	$	1,250,000	 
	
                        December
      31, 2009

                      	 	$	1,250,000	 
	
                        March
      31, 2010

                      	 	$	1,250,000	 
	
                        June
      30, 2010

                      	 	$	2,500,000	 
	
                        September
      30, 2010

                      	 	$	2,500,000	 
	
                        December
      31, 2010

                      	 	$	2,500,000	 
	
                        March
      31, 2011

                      	 	$	2,500,000	 
	
                        June
      30, 2011

                      	 	$	2,500,000	 
	
                        September
      30, 2011

                      	 	$	2,500,000	 
	
                        December
      31, 2011

                      	 	$	2,500,000	 
	
                        March
      31, 2012

                      	 	$	2,500,000	 
	
                        June
      30, 2012

                      	 	$	2,500,000	 
	
                        September
      30, 2012

                      	 	$	2,500,000	 
	
                        December
      31, 2012

                      	 	$	2,500,000	 
	
                        March
      31, 2013

                      	 	$	2,500,000	 


              

            

          

        

      

    

     

    provided, however, that the
final principal repayment installment of the Term A Loans shall be repaid on the
Maturity Date for the Term A Facility and in any event shall be in an amount
equal to the aggregate principal amount of all Term A Loans outstanding on such
date.

     

    
      
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    (b)           Revolving Credit
Loans.  Each Borrower shall repay to the Revolving Credit
Lenders on the Maturity Date for the Revolving Credit Facility the aggregate
principal amount of all Revolving Credit Loans made to or for the account of
such Borrower outstanding on such date.

     

    (c)           Swing Line
Loans.  Each Borrower shall repay each Swing Line Loan made to
or for the account of such Borrower on the earlier to occur of (i) the date ten
Business Days after such Loan is made and (ii) the Maturity Date for the
Revolving Credit Facility.
 

    (d)           European Borrower and
European Guarantors Not Obligated for Certain
Amounts.  Notwithstanding anything to the contrary set forth in
this Agreement, in no event shall the European Borrower or any European
Guarantor be obligated to pay any principal, interest or other Obligations
relating to the Term A Facility, any Borrowing made by the US Borrower or
(unless requested by the European Borrower) any Letters of Credit issued for the
account of the US Borrower or any of its US Subsidiaries.

     

    2.08.  Interest.  (a)  Subject
to the provisions of Section 2.08(b), (i) each Eurocurrency Rate Loan under a
Facility shall bear interest on the outstanding principal amount thereof for
each Interest Period at a rate per annum equal to the Eurocurrency Rate for such
Interest Period plus
the Applicable Rate for Eurocurrency Rate Loans, plus (in the case of a
Eurocurrency Rate Loan of any Lender which is loaned from a Lending Office in
the
United Kingdom or a Participating Member State or
the currency of which is Euros) the Mandatory Cost; (ii) each Base Rate
Loan under a Facility shall bear interest on the outstanding principal amount
thereof from the applicable borrowing date at a rate per annum equal to the Base
Rate plus the
Applicable Rate for Base Rate Loans; and (iii) each Swing Line Loan (other
than a European Swing Line Loan) shall bear interest on the outstanding
principal amount thereof from the applicable borrowing date at a rate per annum
equal to the Base Rate plus the Applicable Rate for
Base Rate Loans, or, in the case of a European Swing Line Loan at a rate per
annum equal to the one-day or overnight Eurocurrency Rate plus the Applicable Rate for
Eurocurrency Rate Loans, plus the Mandatory
Cost.

     

    (b)           (i)  If
any amount of principal of any Loan is not paid when due (without regard to any
applicable grace periods), whether at stated maturity, by acceleration or
otherwise, such amount shall thereafter bear interest at a fluctuating interest
rate per annum at all times equal to the Default Rate to the fullest extent
permitted by applicable Laws.

     

    (ii)           If
any amount (other than principal of any Loan) payable by either Borrower under
any Loan Document is not paid when due (without regard to any applicable grace
periods), whether at stated maturity, by acceleration or otherwise, then upon
the request of the Required Lenders such amount shall thereafter bear interest
at a fluctuating interest rate per annum at all times equal to the Default Rate
to the fullest extent permitted by applicable Laws.

     

    (iii)          Upon
the request of the Required Lenders, while any Event of Default exists, the
Borrowers shall pay interest on the principal amount of all outstanding
Obligations hereunder at a fluctuating interest rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable
Laws.


    
      
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    (iv)         Accrued
and unpaid interest on past due amounts (including interest on past due
interest) shall be due and payable upon demand.

     

    (c)           Interest
on each Loan shall be due and payable in arrears on each Interest Payment Date
applicable thereto and at such other times as may be specified
herein.  Interest hereunder shall be due and payable in accordance
with the terms hereof before and after judgment, and before and after the
commencement of any proceeding under any Bankruptcy Law.

     

    2.09.  Fees.  In
addition to certain fees described in Sections 2.03(i) and (j):

     

    (a)           Commitment
Fee.  The Borrowers shall pay to the Administrative Agent for
the account of each Revolving Credit Lender in accordance with its Applicable
Revolving Credit Percentage, a commitment fee equal to the Applicable Fee Rate
times the actual daily
amount by which the Revolving Credit Facility exceeds the sum of (i) the
Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding Amount of
L/C Obligations.  The commitment fee shall accrue at all times during
the Availability Period, including at any time during which one or more of the
conditions in Article IV is not met, and shall be due and payable quarterly in
arrears on the last Business Day of each March, June, September and December,
commencing with the first such date to occur after the Closing Date, and on the
last day of the Availability Period for the Revolving Credit
Facility.  The commitment fee shall be calculated quarterly in
arrears, and if there is any change in the Applicable Fee Rate during any
quarter, the actual daily amount shall be computed and multiplied by the
Applicable Fee Rate separately for each period during such quarter that such
Applicable Fee Rate was in effect.

     

    (b)           Other
Fees.  (i)  The Borrowers shall pay to the Arranger
and the Administrative Agent, for their own respective accounts, fees in the
amounts and at the times specified in the Fee Letter.  Such fees shall
be fully earned when paid and shall not be refundable for any reason
whatsoever.

     

    (ii)           The
Borrowers shall pay to the Lenders such fees as shall have been separately
agreed upon in writing in the amounts and at the times so
specified.  Such fees shall be fully earned when paid and shall not be
refundable for any reason whatsoever.

     

    2.10.  Computation of Interest and Fees; Retroactive
Adjustments of Applicable Rate.

     

    (a)           All
computations of interest for Base Rate Loans when the Base Rate is determined by
Bank of America’s “prime rate” shall be made on the basis of a year of 365 or
366 days, as the case may be, and actual days elapsed.  All other
computations of fees and interest shall be made on the basis of a 360-day year
and actual days elapsed (which results in more fees or interest, as applicable,
being paid than if computed on the basis of a 365-day year), or, in the case of
interest in respect of Revolving Credit Loans denominated in EurosAlternative
Currencies as to which market practice differs from the foregoing, in
accordance with such market practice.  Interest shall accrue on each
Loan for the day on which the Loan is made, and shall not accrue on a Loan, or
any portion thereof, for the day on which the Loan or such portion is paid;
provided that any Loan
that is repaid on the same day on which it is made shall, subject to Section
2.12(a), bear interest for one day.  Each determination by the
Administrative Agent of an interest rate or fee hereunder shall be conclusive
and binding for all purposes, absent manifest error.


    
      
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    (b)           If,
as a result of any restatement of or other adjustment to the financial
statements of the US Borrower or for any other reason, the US Borrower or the
Lenders determine that (i) the Total Leverage Ratio as calculated by the US
Borrower as of any applicable date was inaccurate and (ii) a proper calculation
of the Total Leverage Ratio would have resulted in higher pricing for such
period, such Borrower shall immediately and retroactively be obligated to pay to
the Administrative Agent for the account of the applicable Lenders or the L/C
Issuer, as the case may be, promptly on demand by the Administrative Agent (or,
after the occurrence of an actual or deemed entry of an order for relief with
respect to either Borrower under the Bankruptcy Code of the United States,
automatically and without further action by the Administrative Agent, any Lender
or the L/C Issuer), an amount equal to the excess of the amount of interest and
fees that should have been paid for such period over the amount of interest and
fees actually paid for such period.  This paragraph shall not limit
the rights of the Administrative Agent, any Lender or the L/C Issuer, as the
case may be, under Section 2.03(c)(iii), 2.03(i) or 2.08(b) or under Article
VIII.  The Borrowers’ obligations under this paragraph shall survive
the termination of the Aggregate Commitments and the repayment of all other
Obligations hereunder.

     

    2.11.  Evidence of
Debt.  (a)  The Credit Extensions made by each Lender
shall be evidenced by one or more accounts or records maintained by such Lender
and by the Administrative Agent in the ordinary course of
business.  The accounts or records maintained by the Administrative
Agent and each Lender shall be conclusive absent manifest error of the amount of
the Credit Extensions made by the Lenders to the Borrowers and the interest and
payments thereon.  Any failure to so record or any error in doing so
shall not, however, limit or otherwise affect the obligation of each Borrower
hereunder to pay any amount owing with respect to the Obligations.  In
the event of any conflict between the accounts and records maintained by any
Lender and the accounts and records of the Administrative Agent in respect of
such matters, the accounts and records of the Administrative Agent shall control
in the absence of manifest error.  Upon the request of any Lender to
either Borrower made through the Administrative Agent, such Borrower shall
execute and deliver to such Lender (through the Administrative Agent) a Note,
which shall evidence such Lender’s Loans in addition to such accounts or
records.  Each Lender may attach schedules to its Note and endorse
thereon the date, Type (if applicable), amount and maturity of its Loans and
payments with respect thereto.

     

    (b)           In
addition to the accounts and records referred to in Section 2.11(a), each Lender
and the Administrative Agent shall maintain in accordance with its usual
practice accounts or records evidencing the purchases and sales by such Lender
of participations in Letters of Credit and Swing Line Loans.  In the
event of any conflict between the accounts and records maintained by the
Administrative Agent and the accounts and records of any Lender in respect of
such matters, the accounts and records of the Administrative Agent shall control
in the absence of manifest error.


    
      
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    2.12.  Payments Generally;
Administrative Agent’s Clawback.  (a)  General.  All
payments to be made by the Borrowers shall be made without condition or
deduction for any counterclaim, defense, recoupment or setoff.  Except
as otherwise expressly provided herein and except with respect to principal of
and interest on Revolving Credit Loans denominated in an EurosAlternative
Currency, all payments by the Borrowers hereunder shall be made to the
Administrative Agent, for the account of the respective Lenders to which such
payment is owed, at the Administrative Agent’s Office in Dollars and in Same Day
Funds not later than 2:00 P.M. on the date specified herein.  Except
as otherwise expressly provided herein, all payments by the Borrowers hereunder
with respect to principal and interest on Revolving Credit Loans denominated in
Eurosan
Alternative Currency shall be made to the Administrative Agent, for the
account of the respective Lenders to which such payment is owed, at the
applicable Administrative Agent’s Office in Eurossuch
Alternative Currency and in Same Day Funds not later than the Applicable
Time specified by the Administrative Agent on the dates specified
herein.  Without limiting the generality of the foregoing, the
Administrative Agent may require that any payments due under this Agreement be
made in the United States.  If, for any reason, either Borrower is
prohibited by any Law from making any required payment hereunder in Eurosan
Alternative Currency, such Borrower shall make such payment in Dollars in
the Dollar Equivalent of Eurosthe
Alternative Currency payment amount.  The Administrative Agent
will promptly distribute to each Lender its Applicable Percentage in respect of
the relevant Facility (or other applicable share as provided herein) of such
payment in like funds as received by wire transfer to such Lender’s Lending
Office.  All payments received by the Administrative Agent (i) after
2:00 P.M., in the case of payments in Dollars, or (ii) after the Applicable Time
specified by the Administrative Agent in the case of payments in Eurosan
Alternative Currency, shall in each case. shall be deemed received on the
next succeeding Business Day and any applicable interest or fee shall continue
to accrue.  If any payment to be made by either Borrower shall come
due on a day other than a Business Day, payment shall be made on the next
following Business Day, and such extension of time shall be reflected in
computing interest or fees, as the case may be.

     

    (b)           (i)  Funding by Lenders;
Presumption by Administrative Agent.  Unless the Administrative
Agent shall have received notice from a Lender prior to the proposed date of any
Borrowing of Eurocurrency Rate Loans (or, in the case of any Borrowing of Base
Rate Loans, prior to 12:00 noon on the date of such 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 Section 2.02(b) (or, in the case
of a Borrowing of Base Rate Loans, that such Lender has made such share
available in accordance with and at the time required by Section 2.02(b)) and
may, in reliance upon such assumption, make available to the applicable Borrower
a corresponding amount.  In such event, if a Lender has not in fact
made its share of the applicable Borrowing available to the Administrative
Agent, then the applicable Lender and the applicable Borrower severally agree to
pay to the Administrative Agent forthwith on demand such corresponding amount in
Same Day Funds 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 (A) in the case of a payment to be made
by such Lender, the Overnight Rate, plus any administrative,
processing or similar fees customarily charged by the Administrative Agent in
connection with the foregoing, and (B) in the case of a payment to be made by
such Borrower, the interest rate applicable to Base Rate Loans.  If
such Borrower and such Lender shall pay such interest to the Administrative
Agent for the same or an overlapping period, the Administrative Agent shall
promptly remit to such Borrower the amount of such interest paid by such
Borrower for such period.  If such Lender pays its share of the
applicable Borrowing to the Administrative Agent, then the amount so paid shall
constitute such Lender’s Loan included in such Borrowing (and, to the extent
that such amount has been previously remitted to the Administrative Agent by a
Borrower, such amount shall be paid to such Borrower).  Any payment by
such Borrower shall be without prejudice to any claim such Borrower may have
against a Lender that shall have failed to make such payment to the
Administrative Agent.


    
      
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    (ii)           Payments by Borrowers;
Presumptions by Administrative Agent.  Unless the
Administrative Agent shall have received notice from a Borrower prior to the
time at which any payment is due to the Administrative Agent for the account of
the Lenders or the L/C Issuer 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 Appropriate Lenders or the L/C Issuer, 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 Appropriate Lenders or the L/C Issuer,
as the case may be, severally agrees to repay to the Administrative Agent
forthwith on demand the amount so distributed to such Lender or the L/C Issuer,
in Same Day Funds with interest thereon, for each day from and including the
date such amount is distributed to it to but excluding the date of payment to
the Administrative Agent, at the Overnight Rate.

     

    A notice
of the Administrative Agent to any Lender or either Borrower with respect to any
amount owing under this subsection (b) shall be conclusive, absent manifest
error.

     

    (c)           Failure to Satisfy
Conditions Precedent.  If any Lender makes available to the
Administrative Agent funds for any Loan to be made by such Lender to either
Borrower as provided in the foregoing provisions of this Article II, and such
funds are not made available to such Borrower by the Administrative Agent
because the conditions to the applicable Credit Extension set forth in Article
IV are not satisfied or waived in accordance with the terms hereof, the
Administrative Agent shall return such funds (in like funds as received from
such Lender) to such Lender, without interest.

     

    (d)           Obligations of Lenders
Several.  The obligations of the Lenders hereunder to make Term
A Loans and Revolving Credit Loans, to fund participations in Letters of Credit
and Swing Line Loans and to make payments pursuant to Section 11.04(c) are
several and not joint.  The failure of any Lender to make any Loan, to
fund any such participation or to make any payment under Section 11.04(c) on any
date required hereunder shall not relieve any other Lender of its corresponding
obligation to do so on such date, and no Lender shall be responsible for the
failure of any other Lender to so make its Loan, to purchase its participation
or to make its payment under Section 11.04(c).

     

    (e)           Funding
Source.  Nothing herein shall be deemed to obligate any Lender
to obtain the funds for any Loan in any particular place or manner or to
constitute a representation by any Lender that it has obtained or will obtain
the funds for any Loan in any particular place or manner.


    
      
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    (f)           Insufficient
Funds.  If at any time insufficient funds are received by and
available to the Administrative Agent to pay fully all amounts of principal, L/C
Borrowings, interest and fees then due hereunder, such funds shall be applied
(i) first, toward
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, toward payment of
principal and L/C Borrowings then due hereunder, ratably among the parties
entitled thereto in accordance with the amounts of principal and L/C Borrowings
then due to such parties.

     

    2.13.  Sharing of Payments by
Lenders.  If any Lender shall, by exercising any right of
setoff, counterclaim, receipt of proceeds of Collateral or otherwise, obtain
payment in respect of (a) Obligations in respect of any the Facilities due and
payable to such Lender hereunder and under the other Loan Documents at such time
in excess of its ratable share (according to the proportion of (i) the amount of
such Obligations due and payable to such Lender at such time to (ii) the
aggregate amount of the Obligations in respect of the Facilities due and payable
to all Lenders hereunder and under the other Loan Documents at such time) of
payments on account of the Obligations in respect of the Facilities due and
payable to all Lenders hereunder and under the other Loan Documents at such time
obtained by all the Lenders at such time or (b) Obligations in respect of any of
the Facilities owing (but not due and payable) to such Lender hereunder and
under the other Loan Documents at such time in excess of its ratable share
(according to the proportion of (i) the amount of such Obligations owing (but
not due and payable) to such Lender at such time to (ii) the aggregate amount of
the Obligations in respect of the Facilities owing (but not due and payable) to
all Lenders hereunder and under the other Loan Parties at such time) of payment
on account of the Obligations in respect of the Facilities owing (but not due
and payable) to all Lenders hereunder and under the other Loan Documents at such
time obtained by all of the Lenders at such time then the Lender receiving such
greater proportion shall (a) notify the Administrative Agent of such fact, and
(b) purchase (for cash at face value) participations in the Loans and
subparticipations in L/C Obligations and Swing Line Loans of the other Lenders,
or make such other adjustments as shall be equitable, so that the benefit of all
such payments shall be shared by the Lenders ratably in accordance with the
aggregate amount of Obligations in respect of the Facilities then due and
payable to the Lenders or owing (but not due and payable) to the Lenders, as the
case may be; provided
that:

     

    (i)       
    if any such participations or subparticipations are
purchased and all or any portion of the payment giving rise thereto is
recovered, such participations or subparticipations shall be rescinded and the
purchase price restored to the extent of such recovery, without interest;
and

     

    (ii)           the
provisions of this Section shall not be construed to apply to (A) any payment
made by either Borrower pursuant to and in accordance with the express terms of
this Agreement
(including the application of funds arising from the existence of a Defaulting
Lender) or (B) any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans or
subparticipations in L/C Obligations or Swing Line Loans to any assignee or
participant, other than to either Borrower or any Subsidiary thereof (as to
which the provisions of this Section shall apply).


    
      
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    Each
Borrower and each Loan Party 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 or Loan Party rights of setoff and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of such Borrower
or Loan Party in the amount of such participation.

     

    2.14.  Incremental Facilities.

     

    (a)           Either
Borrower may, at any time and from time to time after the Closing Date and prior
to the Maturity Date, by notice to the Administrative Agent, request (x) in the
case of the US Borrower, the establishment of one or more new Term A
Commitments, (y) the establishment of one or more new Revolving Credit
Commitments and/or (z) the addition of a new term loan facility (each an “Incremental Facility”
and, in the case of any such new term loan facility to the European Borrower, a
“European Incremental
Facility”) pursuant to additional commitments (the “Incremental
Commitments”) in an amount up to the sum of $100,000,000 (or the EuroAlternative
Currency Equivalent thereof) in the aggregate to be effective as of a
date that is at least 90 days prior to the scheduled Maturity Date (the “Increase Date”) as
specified in the related notice to the Administrative Agent; provided, however, that (i)
in no event shall any Incremental Facility be in a principal amount of less than
$25,000,000 or the EuroAlternative
Currency Equivalent thereof (or such lesser amount as shall be approved
by the Administrative Agent) nor shall the aggregate amount of all Incremental
Facilities and all Incremental Commitments exceed $100,000,000 (or the EuroAlternative
Currency Equivalent thereof); (ii) on the date of any request by such
Borrower for an Incremental Facility and on the related Increase Date, the
applicable conditions set forth in Section 4.02 and in clause (d) of this
Section 2.14 shall be satisfied; (iii) on the Increase Date, after giving pro forma effect to such
Incremental Facility, the US Borrower shall be in pro forma compliance with all
financial covenants set forth in Section 6.18; (iv) on the Increase Date, after
giving pro forma effect
to such Incremental Facility, no Default or Event of Default shall have occurred
and be continuing; (v) the final maturity and weighted average life to maturity
of such Incremental Facility are equal to or greater than the final maturity and
weighted average life to maturity of the Term A Facility; (vi) if the interest
rate margins in respect of the new Incremental Facility exceeds the existing
Applicable Rate of the Term A Facility (in the case of new commitments for the
Term A Facility or a new term loan facility) or the Revolving Credit Facility,
as applicable, by more that 0.25% then the Applicable Rate with respect to the
Term A Facility or the Revolving Credit Facility, as applicable, shall be
automatically increased, effective on the Increase Date, to equal such interest
rate margins in respect of the new Incremental Facility; (vii) such Incremental
Facility is a new Facility (i.e., not on the same terms as any existing
Facility) unless the requirements of Section 2.14(e) are satisfied, and the
Collateral for any such new Facility (and priority thereof) are approved by the
Required Lenders; (viii) all fees and expenses owing to the Administrative Agent
and/or the Lenders in respect of such Incremental Facility shall have been paid;
(ix) the principal purpose of any European Incremental Facility shall either be
(A) to finance a Permitted Acquisition of a European Loan Party or property to
be owned by a European Loan Party and the European Borrower shall comply (or be
in a position to comply) in all material respects with the requirements of
Section 6.10(a) with respect thereto (without regard to the provisions of
Section 6.10(b)), or (B) such other purpose as may be approved by the Required
Lenders, (x) such Incremental Facility shall be on terms no more restrictive
than those set forth in this Agreement and shall contain such other terms as may
be agreed by the applicable Borrower and the Administrative Agent and shall
benefit ratably from the Guaranty and from the Collateral Documents; and (xi)
notwithstanding any other provision of any Loan Document (including, without
limitation, Section 10.01), the Loan Documents may be amended by the
Administrative Agent and the US Borrower, if necessary, without the consent of
any Lender (except in the case of a new Facility, which shall require the
consent of the Required Lenders), to provide for terms applicable to each
Incremental Facility consistent with the terms of this Section
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    (b)           If
the Administrative Agent approves the terms of the Incremental Facility (which
approval shall not be unreasonably withheld or delayed if such terms are
otherwise in accordance with the provisions of this Agreement), the
Administrative Agent shall promptly notify the Lenders of a request by the
applicable Borrower for Incremental Commitments, which notice shall include (i)
the proposed amount and other material terms of the Incremental Facility, (ii)
the proposed Increase Date and (iii) the date by which Lenders wishing to
participate in the Incremental Facility must commit to an Incremental Commitment
(the “Commitment
Date”).  Each Lender that is willing to participate in the
requested Incremental Facility (each an “Increasing Lender”)
shall, in its sole discretion, give written notice to the Administrative Agent
on or prior to the Commitment Date of the amount it is willing to commit to the
Incremental Facility.  If the Lenders notify the Administrative Agent
that they are willing to participate in an Incremental Facility by an aggregate
amount that exceeds the amount of the requested Incremental Commitments, the
requested Incremental Commitments shall be allocated among the Lenders willing
to participate therein in such amounts as are agreed between the applicable
Borrower and the Administrative Agent.

     

    (c)           Promptly
following the applicable Commitment Date, the Administrative Agent shall notify
the applicable Borrower as to the amount, if any, by which the Lenders are
willing to participate in the requested Incremental Facility.  If the
aggregate amount by which the Lenders are willing to participate in the
requested Incremental Facility on any such Commitment Date is less than the
requested Incremental Commitments, then the US Borrower may extend offers to one
or more Eligible Assignees to participate in any portion of the requested
Incremental Facility that has not been committed to by the Lenders as of the
Commitment Date; provided,
however, that the Commitment of each such Eligible Assignee shall be in
an amount equal to at least $1,000,000.

     

    (d)           On
the applicable Increase Date, each Eligible Assignee that accepts an offer to
participate in a requested Incremental Facility in accordance with Section
2.14(c) (each such Eligible Assignee, an “Assuming Lender”)
shall become a Lender party to this Agreement as of the applicable Increase Date
and the Commitment of each Increasing Lender for such Incremental Facility shall
be so increased by such amount (or by the amount allocated to such Lender
pursuant to the last sentence of Section 2.14(b)) as of such Increase Date;
provided, however, that
the Administrative Agent shall have received on or before the Increase Date the
following, each dated such date:

     

    (i)
           (A) certified
copies of resolutions of the Boards of Directors (or corresponding body) of the
applicable Borrower and each Guarantor approving the Incremental Facility and
the corresponding modifications to this Agreement and (B) an opinion of counsel
for the Loan Parties, in a form reasonably satisfactory to the Administrative
Agent;


    
      
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    (ii)           an
assumption agreement from each Assuming Lender, if any, in form and substance
satisfactory to the US Borrower and the Administrative Agent (each an “Assumption
Agreement”), duly executed by such Eligible Assignee, the Administrative
Agent, the US Borrower and, if applicable, the European Borrower;
and

     

    (iii)          confirmation
from each Increasing Lender of the increase in the amount of its Commitment in a
writing satisfactory to the US Borrower and the Administrative
Agent.

     

    On the
applicable Increase Date, upon fulfillment of the conditions set forth in the
immediately preceding sentence of this Section 2.14(d), the Administrative Agent
shall notify the Lenders (including, without limitation, each Assuming Lender)
and the US Borrower, at or before 11:00 A.M., by telecopier or telex, of the
occurrence of the Incremental Facility to be effected on the related Increase
Date and shall record in the Register the relevant information with respect to
each Increasing Lender and each Assuming Lender on such date.

    


    (e)           Notwithstanding
anything to the contrary contained above, each Incremental Facility shall
constitute a new Facility, which shall be separate and distinct from the
existing Facilities pursuant to this Agreement, provided that an Incremental
Facility may constitute part of, and be added to, an existing Facility, so long
as:

     

    (i)     
      the advances made under the Incremental
Facility shall have the same final maturity date and same weighted average life
to maturity as the existing Facility to which the new Incremental Facility is
being added, and shall bear interest at the same rates applicable to such
Facility;

     

    (ii)           the
new Incremental Facility shall have the same scheduled repayment dates as then
remain with respect to the existing Facility to which such new Incremental
Facility is being added, with the amount of each scheduled repayment installment
of the new Incremental Facility to be the same (on a proportionate basis) as is
theretofore applicable to the existing Facility to which such new Incremental
Facility is being added; and

     

    (iii)          on
the date of the making of advances under the new Incremental Facility, and
notwithstanding anything to the contrary in Section 2.07, the aggregate
principal amount of such new advances shall be added to (and form part of) each
Borrowing of outstanding advances of the respective Facility on a pro rata basis
(based on the relative sizes of the various outstanding Borrowings), so that
each Lender will participate proportionately in each then outstanding Borrowing
under the respective Facility, and so that the existing Lenders with respect to
such Facility continue to have the same participation (by amount) in each
Borrowing as they had before the making of the new advances under such
Facility.

     

    (f)           To
the extent the provisions of the preceding clause (iii) require that Lenders
making new advances under an Incremental Facility, add the aggregate principal
amount of such new advances to the then outstanding Borrowings of Eurocurrency
Rate Loans, it is acknowledged that the effect thereof may result in such new
advances having short Interest Periods (i.e., an Interest Period that will began
during an Interest Period then applicable to the outstanding Eurocurrency Rate
Loans and which will end on the last day of such Interest Period).  In
connection therewith, the applicable Borrower may agree to compensate the
Lenders making the advances under the new Incremental Facility for funding
Eurocurrency Rate Loans during an existing Interest Period on such basis as may
be agreed between such Borrower and the respective Lender or
Lenders.


    
      
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    2.15.  German Civil Code
Release.  Each Loan Party hereby releases any and all Persons
acting on its behalf pursuant to the terms of this Agreement from the
restrictions of Section 181 of the German Civil Code (Bürgerliches Gesetzbuch)
(restriction of self-dealing).

     

    2.16.  Defaulting
Lenders.

     

    (a)           Adjustments.  Notwithstanding
anything to the contrary contained in this Agreement, if any Lender becomes a
Defaulting Lender, then, until such time as that Lender is no longer a
Defaulting Lender, to the extent permitted by applicable
law:

     

    (i)           Waivers and
Amendments.  Such Defaulting Lender’s
right to approve or disapprove any amendment, waiver or consent with respect to
this Agreement shall be restricted as set forth in Section
11.01.

     

    (ii)          Reallocation of
Payments.  Any payment of principal, interest, fees or other amounts
received by the Administrative Agent for the account of that Defaulting Lender
(whether voluntary or mandatory, at maturity, pursuant to Article IX or
otherwise, and including any amounts made available to the Administrative Agent
by that Defaulting Lender pursuant to Section 11.08), shall be applied at such
time or times as may be determined by the Administrative Agent as follows:
first, to the payment of any amounts owing by that Defaulting Lender to the
Administrative Agent hereunder; second, to the payment on a pro rata basis of
any amounts owing by that Defaulting Lender to the L/C Issuer or Swing Line
Lender hereunder; third, if so determined by the Administrative Agent or
requested by the L/C Issuer or Swing Line Lender, to be held as Cash Collateral
for future funding obligations of that Defaulting Lender of any participation in
any Swing Line Loan or Letter of Credit; fourth, as the Borrowers may request
(so long as no Default exists), to the funding of any Loan in respect of which
that Defaulting Lender has failed to fund its portion thereof as required by
this Agreement, as determined by the Administrative Agent; fifth, if so
determined by the Administrative Agent and the Borrowers, to be held in a
non-interest bearing deposit account and released in order to satisfy
obligations of that Defaulting Lender to fund Loans under this Agreement; sixth,
to the payment of any amounts owing to the Lenders, the L/C Issuer or Swing Line
Lender as a result of any judgment of a court of competent jurisdiction obtained
by any Lender, the L/C Issuer or Swing Line Lender against that Defaulting
Lender as a result of that Defaulting Lender’s breach of its obligations under
this Agreement; seventh, so long as no Default or Event of Default exists, to
the payment of any amounts owing to the Borrowers as a result of any judgment of
a court of competent jurisdiction obtained by the Borrowers against that
Defaulting Lender as a result of that Defaulting Lender’s breach of its
obligations under this Agreement; and eighth, to that Defaulting Lender or as
otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is
a payment of the principal amount of any Loans or L/C Borrowings in respect of
which that Defaulting Lender has not fully funded its appropriate share and (y)
such Loans or L/C Borrowings were made at a time when the conditions set forth
in Section 4.02 were satisfied or waived, such payment shall be applied solely
to pay the Loans of, and L/C Borrowings owed to, all non-Defaulting Lenders on a
pro rata basis prior to being applied to the payment of any Loans of, or L/C
Borrowings owed to, that Defaulting Lender.  Any payments, prepayments
or other amounts paid or payable to a Defaulting Lender that are applied (or
held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral
pursuant to this Section 2.16(a)(ii) shall be deemed paid to and redirected by
that Defaulting Lender, and each Lender irrevocably consents
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    (iii)         Certain Fees. 
That Defaulting
Lender (x) shall not be entitled to receive any commitment fee pursuant to
Section 2.09(a) for any period during which that Lender is a Defaulting Lender
(and the Borrower shall not be required to pay any such fee that otherwise would
have been required to have been paid to that Defaulting Lender) and (y) shall be
limited in its right to receive Letter of Credit Fees as provided in Section
2.03(i).

     

    (iv)    
     Reallocation of Applicable
Percentages to Reduce Fronting Exposure.  During any period in which
there is a Defaulting Lender, for purposes of computing the amount of the
obligation of each non-Defaulting Lender to acquire, refinance or fund
participations in Swing Line Loans and Letters of Credit pursuant to Sections
2.03 and 2.04 the “Applicable Percentage” of each non-Defaulting Lender shall be
computed without giving effect to the Revolving Credit Commitment of that
Defaulting Lender; provided that (A) each such
reallocation shall be given effect only if, at the date of the applicable Lender
becomes a Defaulting Lender, no Default or Event of Default exists, and (B) the
aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund
participations in Letters of Credit and Swing Line Loans shall not exceed the
positive difference, if any, of (1) the Revolving Credit Commitment of that
non-Defaulting Lender minus (2) the aggregate principal amount of the Revolving
Credit Loans of that Lender.

     

    (b)           Defaulting Lender
Cure.  If
the Borrowers, the Administrative Agent, Swing Line Lender and L/C Issuer agree
in writing in their sole discretion that a Defaulting Lender should no longer be
deemed to be a Defaulting Lender, the Administrative Agent will so notify the
parties hereto, whereupon as of the effective date specified in such notice and
subject to any conditions set forth therein (which may include arrangements with
respect to any Cash Collateral), such Lender will, to the extent applicable,
purchase that portion of outstanding Loans of the other Lenders or take such
other actions as the Administrative Agent may determine to be necessary to cause
the Loans and funded and unfunded participations in Letters of Credit and Swing
Line Loans to be held on a pro rata basis by the Lenders in accordance with
their Applicable Percentages (without giving effect to Section 2.16(a)(iv)),
whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be
made retroactively with respect to fees accrued or payments made by or on behalf
of the Borrowers while that Lender was a Defaulting Lender; and provided, further, that except to the extent
otherwise expressly agreed by the affected parties, no change hereunder from
Defaulting Lender to Lender will constitute a waiver or release of any claim of
any party hereunder arising from that Lender’s having been a Defaulting
Lender.


    
      
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    ARTICLE
III

    TAXES, YIELD PROTECTION AND
ILLEGALITY

     

    3.01.  Taxes.  (a)  Payments Free of Taxes;
Obligation to Withhold; Payments on Account of Taxes.  (i) Any
and all payments by or on account of any obligation of the respective Borrowers
hereunder or under any other Loan Document shall to the extent permitted by
applicable Laws be made free and clear of and without reduction or withholding
for any Taxes.  If, however, applicable Laws require either Borrower
or the Administrative Agent to withhold or deduct any Tax, such Tax shall be
withheld or deducted in accordance with such Laws as determined by such Borrower
or the Administrative Agent, as the case may be, upon the basis of the
information and documentation to be delivered pursuant to subsection (e)
below.

     

    (ii)           If
either Borrower or the Administrative Agent shall be required by the Applicable
Laws to withhold or deduct any Taxes from any payment, then (A) the
Administrative Agent shall withhold or make such deductions as are determined by
the Administrative Agent to be required based upon the information and
documentation it has received pursuant to subsection (e) below, (B) the
Administrative Agent shall timely pay the full amount withheld or deducted to
the relevant Governmental Authority in accordance with the Applicable Laws, and
(C) to the extent that the withholding or deduction is made on account of
Indemnified Taxes or Other Taxes, the sum payable by such Borrower shall be
increased as necessary so that after any required withholding or the making of
all required deductions (including deductions applicable to additional sums
payable under this Section) the Administrative Agent, Lender or L/C Issuer, as
the case may be, receives an amount equal to the sum it would have received had
no such withholding or deduction been made.

     

    (b)           Payment of Other Taxes by
the Borrowers.  Without limiting the provisions of subsection
(a) above, each Borrower shall timely pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable Law.

     

    (c)           Tax
Indemnifications.  (i) Without limiting the provisions of
subsection (a) or (b) above, each Borrower shall, and does hereby, indemnify the
Administrative Agent, each Lender and the L/C Issuer, and shall make payment in
respect thereof within seven Business Days after demand therefor, for the full
amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or
Other Taxes imposed or asserted on or attributable to amounts payable under this
Section) withheld or deducted by such Borrower or the Administrative Agent or
paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may
be, 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.  Each Borrower shall also, and does hereby, indemnify the
Administrative Agent, and shall make payment in respect thereof within seven
Business Days after demand therefor, for any amount which a Lender or the L/C
Issuer for any reason fails to pay indefeasibly to the Administrative Agent as
required by clause (ii) of this subsection.  A certificate as to the
amount of any such payment or liability delivered to a Borrower by a Lender or
the L/C Issuer (with a copy to the Administrative Agent), or by the
Administrative Agent on its own behalf or on behalf of a Lender or the L/C
Issuer, shall be conclusive absent manifest error.


    
      
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    (ii)           Without
limiting the provisions of subsection (a) or (b) above, each Lender and the L/C
Issuer shall, and does hereby, indemnify each Borrower and the Administrative
Agent, and shall make payment in respect thereof within seven Business Days
after demand therefor, against any and all Taxes and any and all related losses,
claims, liabilities, penalties, interest and expenses (including the fees,
charges and disbursements of any counsel for such Borrower or the Administrative
Agent) incurred by or asserted against such Borrower or the Administrative Agent
by any Governmental Authority as a result of the failure by such Lender or the
L/C Issuer, as the case may be, to deliver, or as a result of the inaccuracy,
inadequacy or deficiency of, any documentation required to be delivered by such
Lender or the L/C Issuer, as the case may be, to such Borrower or the
Administrative Agent pursuant to subsection (e).  Each Lender and the
L/C Issuer hereby authorizes the Administrative Agent to set off and apply any
and all amounts at any time owing to such Lender or the L/C Issuer, as the case
may be, under this Agreement or any other Loan Document against any amount due
to the Administrative Agent under this clause (ii).  The agreements in
this clause (ii) shall survive the resignation and/or replacement of the
Administrative Agent, any assignment of rights by, or the replacement of, a
Lender or the L/C Issuer, the termination of the Aggregate Commitments and the
repayment, satisfaction or discharge of all other Obligations.

     

    (d)           Evidence of Payments.
 Upon request by
either Borrower or the Administrative Agent, as the case may be, after any
payment of Taxes by such Borrower or the Administrative Agent to a Governmental
Authority as provided in this Section 3.01, such Borrower shall deliver to the
Administrative Agent or the Administrative Agent shall deliver to such Borrower,
as the case may be, the original or a certified copy of a receipt issued by such
Governmental Authority evidencing such payment, a copy of any return required by
Laws to report such payment or other evidence of such payment reasonably
satisfactory to such Borrower or the Administrative Agent, as the case may
be.

     

    (e)           Status of Lenders; Tax
Documentation.  (i)  Each Lender shall deliver to
either Borrower and to the Administrative Agent, at the time or times prescribed
by applicable Laws or when reasonably requested by such Borrower or the
Administrative Agent, such properly completed and executed documentation
prescribed by applicable Laws or by the taxing authorities of any jurisdiction
and such other reasonably requested information as will permit such Borrower or
the Administrative Agent, as the case may be, to determine (A) whether or not
payments made hereunder or under any other Loan Document are subject to Taxes,
(B) if applicable, the required rate of withholding or deduction, and (C) such
Lender’s entitlement to any available exemption from, or reduction of,
applicable Taxes in respect of all payments to be made to such Lender by such
Borrower pursuant to this Agreement or otherwise to establish such Lender’s
status for withholding tax purposes in the applicable
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    (ii)           Without
limiting the generality of the foregoing, with respect to the US
Borrower,

     

    (A)         any
Lender that is a “United States person” within the meaning of Section
7701(a)(30) of the Code shall deliver to such Borrower and the Administrative
Agent executed originals of Internal Revenue Service Form W-9 or such other
documentation or information prescribed by applicable Laws or reasonably
requested by such Borrower or the Administrative Agent as will enable such
Borrower or the
Administrative Agent, as the case may be, to determine whether or not such
Lender is subject to backup withholding or information reporting requirements;
and

     

    (B)          each
Foreign Lender that is entitled under the Code or any applicable treaty to an
exemption from or reduction of withholding tax with respect to payments
hereunder or under any other Loan Document shall deliver to such Borrower and
the Administrative Agent (in such number of copies as shall be requested by the
recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the request of such
Borrower or the Administrative Agent, but only if such Foreign Lender is legally
entitled to do so), whichever of the following is applicable:

     

    (I)           executed
originals of Internal Revenue Service Form W-8BEN claiming eligibility for
benefits of an income tax treaty to which the United States is a
party,

     

    (II)          executed
originals of Internal Revenue Service Form W-8ECI,

     

    (III)        executed
originals of Internal Revenue Service Form W-8IMY and all required supporting
documentation,

     

    (IV)         in
the case of a Foreign Lender claiming the benefits of the exemption for
portfolio interest under section 881(c) of the Code, (x) a certificate to the
effect that such Foreign Lender is not (A) a “bank” within the meaning of
section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of such
Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a
“controlled foreign corporation” described in section 881(c)(3)(C) of the Code
and (y) executed originals of Internal Revenue Service Form W-8BEN,
or

     

    (V)          executed
originals of any other form prescribed by applicable Laws as a basis for
claiming exemption from or a reduction in United States federal withholding tax
together with such supplementary documentation as may be prescribed by
applicable Laws to permit such Borrower or the Administrative Agent to determine
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    (iii)          Each
Lender shall promptly (A) notify the applicable Borrower and the Administrative
Agent of any change in circumstances which would modify or render invalid any
claimed exemption or reduction, and (B) take such steps as shall not be
materially disadvantageous to it, in the reasonable judgment of such Lender, and
as may be reasonably necessary (including the re-designation of its Lending
Office) to avoid any requirement of applicable Laws of any jurisdiction that
such Borrower or the Administrative Agent make any withholding or deduction for
taxes from amounts payable to such Lender.

     

    (f)  
         Treatment of Certain
Refunds.  Unless required by applicable Laws, at no time shall
the Administrative Agent have any obligation to file for or otherwise pursue on
behalf of a Lender or the L/C Issuer, or have any obligation to pay to any
Lender or the L/C Issuer, any refund of Taxes withheld or deducted from funds
paid for the account of such Lender or the L/C Issuer, as the case may
be.  If the Administrative Agent, any Lender or the L/C Issuer
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 either Borrower or with
respect to which either Borrower has paid additional amounts pursuant to this
Section, it shall pay to such Borrower an amount equal to such refund (but only
to the extent of indemnity payments made, or additional amounts paid, by such
Borrower under this Section with respect to the Taxes or Other Taxes giving rise
to such refund), net of all out-of-pocket expenses incurred by the
Administrative Agent, such Lender or the L/C Issuer, as the case may be, 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, such Lender or the L/C Issuer,
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, such Lender or the L/C Issuer in the event the
Administrative Agent, such Lender or the L/C Issuer is required to repay such
refund to such Governmental Authority.  This subsection shall not be
construed to require the Administrative Agent, any Lender or the L/C Issuer to
make available its tax returns (or any other information relating to its taxes
that it deems confidential) to either Borrower or any other Person.

     

    (g)           Value Added
Tax.

     

    (i) All
amounts payable under a Loan Document by any Loan Party to any Lender, the L/C
Issuer or the Administrative Agent shall be deemed to be exclusive of value
added tax ("VAT"). If VAT is
chargeable on any supply made by any Lender, the L/C Issuer or the
Administrative Agent to any Loan Party in connection with a Loan Document, that
Loan Party shall, subject to the receipt of a valid VAT invoice, pay to such
Lender, the L/C Issuer or the Administrative Agent (in addition to and at the
same time as paying the amount for such supply) an amount equal to the amount of
the VAT.

     

    (ii)
Where a Loan Document requires any Loan Party to reimburse any Lender, the L/C
Issuer or the Administrative Agent for any costs or expenses, that Loan Party
shall also at the same time pay and indemnify such Lender, the L/C Issuer or the
Administrative Agent against all VAT incurred by it in respect of such costs and
expenses to the extent that such Lender, the L/C Issuer or the Administrative
Agent reasonably determines that it is not entitled to credit or repayment in
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    3.02.  Illegality.  If
any Lender determines that any Law has made it unlawful, or that any
Governmental Authority has asserted that it is unlawful, for any Lender or its
applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans
(whether denominated in Dollars or Eurosan
Alternative Currency), or to determine or charge interest rates based
upon the Eurocurrency Rate, or any Governmental Authority has imposed material
restrictions on the authority of such Lender to purchase or sell, or to take
deposits of, Dollars or Eurosany
Alternative Currency in the applicable interbank market, then, on notice
thereof by such Lender to the Borrowers through the Administrative Agent, any
obligation of such Lender to make or continue Eurocurrency Rate Loans in the
affected currency or currencies or, in the case of Eurocurrency Rate Loans in
Dollars, to convert Base Rate Loans to Eurocurrency Rate Loans shall be
suspended until such Lender notifies the Administrative Agent and the Borrowers
that the circumstances giving rise to such determination no longer
exist.  Upon receipt of such notice, the Borrowers shall, upon demand
from such Lender (with a copy to the Administrative Agent), prepay or, if
applicable and such Loans are denominated in Dollars, convert all Eurocurrency
Rate Loans of such Lender to Base Rate Loans, either on the last day of the
Interest Period therefor, if such Lender may lawfully continue to maintain such
Eurocurrency Rate Loans to such day, or immediately, if such Lender may not
lawfully continue to maintain such Eurocurrency Rate Loans.  Upon any
such prepayment or conversion, the Borrowers shall also pay accrued interest on
the amount so prepaid or converted.

     

    3.03.  Inability to Determine
Rates.  If the Required Lenders determine that for any reason
in connection with any request for a Eurocurrency Rate Loan or a conversion to
or continuation thereof that (a) deposits (whether in Dollars or Eurosan
Alternative Currency) are not being offered to banks in the applicable
offshore interbank market for such currency for the applicable amount and
Interest Period of such Eurocurrency Rate Loan, (b) adequate and reasonable
means do not exist for determining the Eurocurrency Rate for any requested
Interest Period with respect to a proposed Eurocurrency Rate Loan (whether
denominated in Dollars or Eurosan
Alternative Currency), or (c) the Eurocurrency Rate for any requested
Interest Period with respect to a proposed Eurocurrency Rate Loan does not
adequately and fairly reflect the cost to such Lenders of funding such Loan, the
Administrative Agent will promptly so notify the Borrower and each
Lender.  Thereafter, the obligation of the Lenders to make or maintain
Eurocurrency Rate Loans in the affected currency or currencies shall be
suspended until the Administrative Agent (upon the instruction of the Required
Lenders) revokes such notice.  Upon receipt of such notice, the
Borrower may revoke any pending request for a Borrowing of, conversion to or
continuation of Eurocurrency Rate Loans in the affected currency or currencies
or, failing that, in the case of the US Borrower, will be deemed to have
converted such request into a request for a Base Rate Loan in the amount
specified therein.

     

    3.04.  Increased Costs; Reserves on Eurocurrency
Rate Loans.  (a)  Increased Costs
Generally.  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 or participated in by, any Lender (except (A)
any reserve requirement contemplated by Section 3.04(e) below) and (B) the
requirements of the Bank
of England, the Financial Services Authority or the European Central Bank
reflected in the Mandatory Cost, other than as set forth below) or the L/C
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    (ii)          subject
any Lender or the L/C Issuer to any tax of any kind whatsoever with respect to
this Agreement, any Letter of Credit, any participation in a Letter of Credit or
any Eurocurrency Rate Loan made by it, or change the basis of taxation of
payments to such Lender or the L/C Issuer in respect thereof (except for
Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of,
or any change in the rate of, any Excluded Tax payable by such Lender or the L/C
Issuer);

     

    (iii)         result
in the failure of the Mandatory Cost, as calculated hereunder, to represent the
cost to any Lender of complying with the requirements of the Bank of
England and/or Financial Services Authority or the European Central Bank
in relation to its making, funding or maintaining Eurocurrency Rate Loans;
or

     

    (iv)         impose
on any Lender or the L/C Issuer or the London interbank market any other
condition, cost or expense affecting this Agreement or Eurocurrency Rate Loans
made by such Lender or any Letter of Credit or participation
therein;

     

    and the
result of any of the foregoing shall be to increase the cost to such Lender of
making or maintaining any Eurocurrency Rate Loan (or of maintaining its
obligation to make any such Loan), or to increase the cost to such Lender or the
L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or
of maintaining its obligation to participate in or to issue any Letter of
Credit), or to reduce the amount of any sum received or receivable by such
Lender or the L/C Issuer hereunder (whether of principal, interest or any other
amount) then, upon request of such Lender or the L/C Issuer, the Borrowers will
pay to such Lender or the L/C Issuer, as the case may be, such additional amount
or amounts as will compensate such Lender or the L/C Issuer, as the case may be,
for such additional costs incurred or reduction suffered; provided that the European
Borrower shall not be obligated to pay any amount under this Section 3.04(a)
that is solely attributable to the Loans and Commitments that are solely for the
benefit of, or Letters of Credit issued solely for the account of, the US
Borrower and the US Subsidiaries.

     

    (b)           Capital
Requirements.  If any Lender or the L/C Issuer determines that
any Change in Law affecting such Lender or the L/C Issuer or any Lending Office
of such Lender or such Lender’s or the L/C Issuer’s holding company, if any,
regarding capital requirements has or would have the effect of reducing the rate
of return on such Lender’s or the L/C Issuer’s capital or on the capital of such
Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this
Agreement, the Commitments of such Lender or the Loans made by, or
participations in Letters of Credit held by, such Lender, or the Letters of
Credit issued by the L/C Issuer, to a level below that which such Lender or the
L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have
achieved but for such Change in Law (taking into consideration such Lender’s or
the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s
holding company with respect to capital adequacy), then from time to time the
Borrowers will pay to such Lender or the L/C Issuer, as the case may be, such
additional amount or amounts as will compensate such Lender or the L/C Issuer or
such Lender’s or the L/C Issuer’s holding company for any such reduction
suffered; provided that
the European Borrower shall not be obligated to pay any amount under this
Section 3.04(b) that is solely attributable to the Loans and Commitments that
are solely for the benefit of, or Letters of Credit issued solely for the
account of, the US Borrower and the US Subsidiaries.


    
      
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    (c)           Certificates for
Reimbursement.  A certificate of a Lender or the L/C Issuer
setting forth the amount or amounts necessary to compensate such Lender or the
L/C Issuer or its holding company, as the case may be, as specified in
subsection (a) or (b) of this Section and delivered to the applicable Borrower
or Borrowers shall be conclusive absent manifest error.  The
applicable Borrower or Borrowers shall pay such Lender or the L/C Issuer, as the
case may be, the amount shown as due on any such certificate within seven
Business Days after receipt thereof.

     

    (d)           Delay in
Requests.  Failure or delay on the part of any Lender or the
L/C Issuer to demand compensation pursuant to the foregoing provisions of this
Section shall not constitute a waiver of such Lender’s or the L/C Issuer’s right
to demand such compensation; provided that no Borrower
shall not be required to compensate a Lender or the L/C Issuer pursuant to the
foregoing provisions of this Section for any increased costs incurred or
reductions suffered more than nine months prior to the date that such Lender or
the L/C Issuer, as the case may be, notifies the Borrowers of the Change in Law
giving rise to such increased costs or reductions and of such Lender’s or the
L/C Issuer’s intention to claim compensation therefor (except that, if the
Change in Law giving rise to such increased costs or reductions is retroactive,
then the nine-month period referred to above shall be extended to include the
period of retroactive effect thereof).

     

    3.05.  Compensation for
Losses.  Upon demand of any Lender (with a copy to the
Administrative Agent) from time to time, the applicable Borrower shall promptly
compensate such Lender for and hold such Lender harmless from any loss, cost or
expense incurred by it as a result of:

     

    (a)           any
continuation, conversion, payment or prepayment of any Loan other than a Base
Rate Loan on a day other than the last day of the Interest Period for such Loan
(whether voluntary, mandatory, automatic, by reason of acceleration, or
otherwise);

     

    (b)           any
failure by such Borrower (for a reason other than the failure of such Lender to
make a Loan) to prepay, borrow, continue or convert any Loan other than a Base
Rate Loan on the date or in the amount notified by such Borrower;

     

    (c)           any
failure by such Borrower to make payment of any Loan or drawing under any Letter
of Credit (or interest due thereon) denominated in Eurosan
Alternative Currency on its scheduled due date or any payment thereof in
a different currency; or

     

    (d)           any
assignment of a Eurocurrency Rate Loan on a day other than the last day of the
Interest Period therefor as a result of a request by such Borrower pursuant to
Section 11.13;

     

    including
any loss of anticipated profits, any foreign exchange losses and any loss or
expense arising from the liquidation or reemployment of funds obtained by it to
maintain such Loan or from fees payable to terminate the deposits from which
such funds were obtained or from the performance of any foreign exchange
contract.  The Borrowers shall also pay any customary administrative
fees charged by such Lender in connection with the foregoing.


    
      
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    For
purposes of calculating amounts payable by the Borrowers to the Lenders under
this Section 3.05, each Lender shall be deemed to have funded each Eurocurrency
Rate Loan made by it at the Eurocurrency Base Rate for such Loan by a matching
deposit or other borrowing in the offshore interbank market such currency for a
comparable amount and for a comparable period, whether or not such Eurocurrency
Rate Loan was in fact so funded.

     

    3.06.  Mitigation Obligations;
Replacement of Lenders.  (a)  Designation of a Different
Lending Office.  If any Lender requests compensation under
Section 3.04, or either Borrower is required to pay any additional amount to any
Lender, the L/C Issuer, or any Governmental Authority for the account of any
Lender or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a
notice pursuant to Section 3.02, then such Lender or the L/C Issuer shall, as
applicable, 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 or the L/C Issuer, such designation or assignment (i) would
eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the
case may be, in the future, or eliminate the need for the notice pursuant to
Section 3.02, as applicable, and (ii) in each case, would not subject such
Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender or the L/C
Issuer, as the case may be.  The Borrowers hereby agree to pay all
reasonable costs and expenses incurred by any Lender or the L/C Issuer in
connection with any such designation or assignment.

     

    (b)           Replacement of
Lenders.  If any Lender requests compensation under Section
3.04, or if either Borrower is required to pay any additional amount to any
Lender or any Governmental Authority for the account of any Lender pursuant to
Section 3.01, such Borrower may replace such Lender in accordance with Section
11.13.

     

    3.07.  Survival.  All
of the Borrowers’ obligations under this Article III shall survive termination
of the Aggregate Commitments, repayment of all other Obligations hereunder, and
resignation of the Administrative Agent.

     

    ARTICLE
IV

    CONDITIONS PRECEDENT TO
CREDIT EXTENSIONS

     

    4.01.  Conditions of Initial Credit
Extension.  The obligation of the L/C Issuer and each Lender to
make its initial Credit Extension hereunder is subject to satisfaction of the
following conditions precedent:

     

    (a)           The
Administrative Agent’s receipt of the following, each of which shall be
originals or telecopies (followed promptly by originals) unless otherwise
specified, each properly executed by a Responsible Officer of the signing Loan
Party, each dated the Closing Date (or, in the case of certificates of
governmental officials, a recent date before the Closing Date) and each in form
and substance reasonably satisfactory to the Administrative Agent and each of
the Lenders:

     

    (i)         
  executed counterparts of this Agreement, sufficient in number for
distribution to the Administrative Agent, each Lender and each
Borrower;

     

    (ii)           a
Note, executed by the applicable Borrower in favor of each Lender requesting a
Note;


    
      
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    (iii)          a
security agreement, in substantially the form of Exhibit F (together with each
other security agreement and security agreement supplement delivered pursuant to
Section 6.10, in each case as amended, the “Security Agreement”),
duly executed by each US Loan Party, together with:

     

    (A)          certificates
representing the Pledged Equity referred to therein accompanied by undated stock
powers executed in blank and instruments evidencing the Pledged Debt indorsed in
blank;

     

    (B)           proper
financing statements in form appropriate for filing under the Uniform Commercial
Code of all jurisdictions that the Administrative Agent may deem necessary or
desirable in order to perfect the Liens created under the Security Agreement,
covering the Collateral described in the Security Agreement (subject to
Permitted Priority Liens);

     

    (C)           completed
requests for information, dated on or before the date of the initial Credit
Extension, listing all effective financing
statements filed in the jurisdictions referred to in clause (B) above that name
any Loan Party as debtor, together with copies of such other financing
statements;

     

    (D)           evidence
of the completion of all other actions, recordings and filings of or with
respect to the Security Agreement that the Administrative Agent may deem
necessary or desirable in order to perfect the Liens created
thereby;

     

    (E)           the
Account Control Agreement, duly executed by the appropriate parties;
and

     

    (F)           evidence
that all other actions that the Administrative Agent may deem necessary or
desirable in order to perfect the Liens created under the Security Agreement has
been taken (including receipt of duly executed payoff letters, UCC-3 termination
statements and landlords’ and bailees’ waiver and consent agreements, but
subject to Permitted Priority Liens);

     

    (iv)         deeds
of trust, trust deeds, deeds to secure debt and mortgages, in substantially the
form of Exhibit G (with such changes as may be satisfactory to the
Administrative Agent and its counsel to account for local law matters) and
covering the properties identified to be mortgaged on Schedule 5.17(c) (together
with the Assignments of Leases and Rents referred to therein and each other
mortgage delivered pursuant to Section 6.10, in each case as amended, the “Mortgages”), duly
executed by the appropriate Loan Party, together with:

     

    (A)          evidence
that counterparts of the Mortgages have been duly executed, acknowledged and
delivered and are in form suitable for filing or recording in all filing or
recording offices that the Administrative Agent may deem necessary or desirable
in order to create a valid first and subsisting Lien on the property described
therein in favor of the Administrative Agent for the benefit of the Secured
Parties and that all filing, documentary, stamp, intangible and recording taxes
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    (B)           fully
paid American Land Title Association Lender’s Extended Coverage title insurance
policies (the “Mortgage Policies”),
with endorsements and in amounts acceptable to the Administrative Agent, issued,
coinsured and reinsured by title insurers acceptable to the Administrative
Agent, insuring the Mortgages to be valid first and subsisting Liens on the
property described therein, free and clear of all defects (including, but not
limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only
Permitted Encumbrances, and providing for such other affirmative insurance
(including endorsements for future advances under the Loan Documents and for
mechanics’ and materialmen’s Liens) and such coinsurance and direct access
reinsurance as the Administrative Agent may deem necessary or desirable, and
with respect to any property located in a state in which a zoning endorsement is
not available, a zoning compliance letter from the applicable municipality or a
zoning report from Planning and Zoning Resources Corporation in each case
satisfactory to Administrative Agent;

     

    (C)          either
(1) American Land Title Association/American Congress on Surveying and Mapping
form surveys, for which all necessary fees (where applicable) have been paid,
and dated no more than 30 days before the day of the initial Credit Extension,
certified to the Collateral Agent, the Administrative Agent and the issuer of
the Mortgage Policies in a manner reasonably satisfactory to the Administrative
Agent by a land surveyor duly registered and licensed in the States in which the
property described in such surveys is located and acceptable to the
Administrative Agent, showing all buildings and other improvements, any off-site
improvements, the location of any easements, parking spaces, rights of way,
building set-back lines and other dimensional regulations and the absence of
encroachments, either by such improvements or on to such property, and other
defects, other than encroachments and other defects acceptable to the
Administrative Agent, or (2) other land surveys certified by a land surveyor
duly registered and licensed in the States in which the property described in
such land surveys is located that are acceptable to the Administrative Agent,
together with a “no change” affidavit, in customary form and sufficient for the
issuer of the Mortgage Policies to issue Mortgage Policies with respect to such
properties without the standard exception or any special exceptions for survey
matters;

     

    (D)          Environmental
Reports as to the properties described in the Mortgages;

     

    (E)           evidence
of the insurance required by the terms of the Mortgages;

     

    (F)           evidence
that all other actions that the Administrative Agent may deem necessary or
desirable in order to create valid first and subsisting Liens on the property
described in the Mortgages has been taken; and

     

    (G)          such
other consents, agreements and confirmations of lessors and third parties as the
Administrative Agent may deem necessary or desirable;


    
      
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    (v)          each
Foreign Collateral Document listed on Part 1 of Schedule I hereto, together with
the share pledge agreement, dated on or about the date hereof, among IMO
Industries Inc. (acting as pledgor with respect to the pledge of shares 1-13,000
in IMO Aktiebolag) and the Collateral Agent, in each case duly executed and
delivered by the Loan Party or Loan Parties party thereto, together with (A)
evidence that all other action that the Administrative Agent may deem necessary
or desirable in order to create perfected security interests in the Pledged
Equity issued by First-Tier Foreign Subsidiaries has been taken and (B) evidence
of other actions with respect to any Foreign Collateral required by the terms of
Schedule I have been taken; provided that, to the extent
that Schedule I states a date subsequent to the Closing Date for delivery of any
such item, such item shall not be required to be delivered on the Closing
Date;

     

    (vi)         an
intellectual property security agreement, in substantially the form of Exhibit H
(together with each other intellectual property security agreement and IP
Security Agreement Supplement delivered pursuant to Section 6.10, in each case
as amended, the “IP
Security Agreement”), duly executed by each US Loan Party, together with
evidence that all action that the Administrative Agent may deem necessary or
desirable in order to perfect the Liens created under the IP Security Agreement
has been taken;

     

    (vii)        such
certificates of resolutions or other action, incumbency certificates and/or
other certificates of Responsible Officers of each Loan Party as the
Administrative Agent may reasonably require evidencing the identity, authority
and capacity of each Responsible Officer thereof authorized to act as a
Responsible Officer in connection with this Agreement and the other Loan
Documents to which such Loan Party is a party or is to be a party;

     

    (viii)       a
copy of a certificate of the Secretary of State or other applicable Governmental
Authority of the jurisdiction of incorporation or formation of each Loan Party,
dated reasonably near the date of the initial Credit Extension, certifying (A)
as to a true and correct copy of the charter, articles of association, or other
similar organizational document of such Loan Party and each amendment thereto on
file in such Secretary’s or other Governmental Authority’s office (which shall
include (1) with respect to Loan Parties organized under the laws of Sweden, a
copy of its articles of association on file with the Swedish Companies Register
as certified by the Swedish Companies Registration Office (Sw. Bolagsverket) and
an up-to-date Certificate of Registration issued by such Office, (2) with
respect to Loan Parties organized under the laws of the Federal Republic of
Germany, an up-to-date officially certified commercial register excerpt (beglaubigter
Handelsregisterauszug) and the articles of association (Satzung,
Gesellschaftsvertrag), and (z) with respect to any other jurisdiction,
the equivalent (if any) under applicable Law) and, in each case, to the extent
that such certification is available under applicable Law, (B) that (1) any such
amendments are the only amendments to such Loan Party’s charter on file in such
Secretary’s office (to the extent such concept is applicable), (2) such Loan
Party (to the extent such concept is applicable) has paid all applicable
franchise taxes to the date of such certificate and (3) such Loan Party is duly
incorporated or formed and (to the extent such concept is applicable) in good
standing or presently subsisting under the laws of the jurisdiction of its
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    (ix)           a
certificate of each Loan Party, signed on behalf of such Loan Party by a
Responsible Officer, dated the date of the initial Credit Extension (the
statements made in which certificate shall be true on and as of the date of the
initial Credit Extension), certifying as to (A) the absence of any amendments to
the charter, articles of association or other similar organizational document of
such Loan Party since the date of the Secretary of State’s (or other applicable
Governmental Authority’s) certificate or commercial register excerpt referred to
in Section 4.01(a)(viii), (B) a true and correct copy of the bylaws, limited
liability company agreement, partnership agreement or other similar
organizational document (if any) of such Loan Party as in effect on the date on
which the resolutions referred to in Section 4.01(a)(vii) were adopted and on
the date of the initial Credit Extension (or, with respect to any Swedish Loan
Parties, the absence of any amendments to the facts appearing in the Certificate
of Registration referred to in Section 4.01(a)(viii)), (C) the due incorporation
and (to the extent such concept is applicable) good standing or valid existence
of such Loan Party as a corporation or other legal entity organized under the
laws of the jurisdiction of its incorporation, and the absence of any proceeding
for the dissolution or liquidation of such Loan Party, (D) the truth of the
representations and warranties contained in the Loan Documents as though made on
and as of the date of the initial Credit Extension and (E) the absence of any
event occurring and continuing, or resulting from the initial Credit Extension,
that constitutes a Default;

     

    (x)           favorable
opinions of (A) Hogan & Hartson L.L.P., New York counsel to the Loan
Parties, addressed to the Administrative Agent, the Collateral Agent and each
Lender, as to the matters set forth in Exhibit I-1 and such other matters
concerning the Loan Parties and the Loan Documents as the Required Lenders may
reasonably request, (B) Hogan & Hartson L.L.P., German counsel to the Loan
Parties, as to such matters concerning the Loan Parties and the Loan Documents
as the Required Lenders may reasonably request, and (C) Advokatfirman Vinge KB,
Swedish counsel to IMO AB, as to such matters concerning IMO AB as the Required
Lenders may reasonably request;

     

    (xi)          a
favorable opinion of local counsel to the Loan Parties in states in which the
mortgaged properties are located, addressed to the Administrative Agent, the
Collateral Agent and each Lender, as to the matters set forth in Exhibit I-2 and
such other matters concerning the Loan Parties and the Loan Documents as the
Required Lenders may reasonably request;

     

    (xii)         a
certificate of a Responsible Officer of each Loan Party either (A) attaching
copies of all material consents, licenses and approvals required in connection
with the consummation by such Loan Party of the Transaction and the execution,
delivery and performance by such Loan Party and the validity against such Loan
Party of the Loan Documents to which it is a party, and such consents, licenses
and approvals shall be in full force and effect, or (B) stating that no such
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    (xiii)        a
certificate signed by a Responsible Officer of the applicable Borrower
certifying (A) that the conditions specified in Sections 4.02(a) and (b) have
been satisfied and (B) that there has been no event or circumstance since the
date of the Audited Financial Statements that has had or could be reasonably
expected to have, either individually or in the aggregate, a Material Adverse
Effect;

     

    (xiv)        a
business plan and budget of the US Borrower and its Subsidiaries on a
Consolidated basis, including forecasts prepared by management of such Borrower,
of Consolidated balance sheets and statements of income or operations and cash
flows of the US Borrower and its Subsidiaries on a quarterly basis for the first
year following the Closing Date and on an annual basis for each year
thereafter;

     

    (xv)         certificates
attesting to the Solvency of each Loan Party before and after giving effect to
the Transaction, from its chief financial officer;

     

    (xvi)        the
Administrative Agent shall be satisfied with the nature and remediation costs of
matters set forth in the Environmental Reports and with the US Borrower’s plans
with respect thereto;

     

    (xvii)       evidence
that all insurance required to be maintained pursuant to the Loan Documents has
been obtained and is in effect, together with the certificates of insurance,
naming the Administrative Agent, on behalf of the Lenders, as an additional
insured or loss payee, as the case may be, under all insurance policies
maintained with respect to the assets and properties of the US Loan Parties that
constitute Collateral (subject to exceptions for non-US Loan Parties as agreed
between the Administrative Agent and the Borrowers);

     

    (xviii)      evidence
that the Existing Credit Agreement has been, or concurrently with the Closing
Date is being, terminated and all Liens securing obligations under the Existing
Credit Agreement have been, or concurrently with the Closing Date are being,
released; and

     

    (xix)         such
other assurances, certificates, documents, consents or opinions as the
Administrative Agent, the L/C Issuer, the Swing Line Lender or any Lender
reasonably may require.

     

    (b)           There
shall exist no action, suit, investigation, litigation or proceeding affecting
any Loan Party or any of its Subsidiaries pending or, to the knowledge of the
Borrowers, threatened before any Governmental Authority that (i) could
reasonably be expected to have a Material Adverse Effect after giving effect to
the Transactions consummated on the Closing Date other than the matters
described in Schedule 4.01(b) hereto (the “Disclosed
Litigation”) or (ii) purports to affect the legality, validity or
enforceability of any Loan Document or the consummation of the Transaction, and
there shall have been no adverse change in the status, or financial effect on
either Borrower or any of their Subsidiaries, of the Disclosed Litigation from
that described in Schedule 5.06.

     

    (c)           All
advances made by the Lenders shall be in full compliance with the Federal
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    (d)          (i)
All fees required to be paid to the Administrative Agent and the Arranger on or
before the Closing Date shall have been paid and (ii) all fees required to be
paid to the Lenders on or before the Closing Date shall have been
paid.

     

    (e)           Unless
waived by the Administrative Agent, the Borrowers shall have paid all fees,
charges and disbursements of counsel to the Administrative Agent (directly to
such counsel if requested by the Administrative Agent) to the extent invoiced
prior to or on the Closing Date, plus such additional amounts
of such fees, charges and disbursements as shall constitute its reasonable
estimate of such fees, charges and disbursements incurred or to be incurred by
it through the closing proceedings (provided that such estimate
shall not thereafter preclude a final settling of accounts between the Borrowers
and the Administrative Agent).

     

    (f)           All
of the Information, taken as a whole, shall be complete and correct in all
material respects; and no changes or developments shall have occurred, and no
new or additional information shall have been received or discovered by the
Administrative Agent or the Lenders regarding the Borrowers or their respective
Subsidiaries or the Transaction after March 13, 2008, that (A) either
individually or in the aggregate could reasonably be expected to have a Material
Adverse Effect or (B) purports to adversely affect the Facilities or any other
material aspect of the Transaction, and nothing shall have come to the attention
of the Lenders to lead them to believe (i) that the Information Memorandum was
or has become misleading, incorrect or incomplete in any material respect, or
(ii) that the Transaction will have a Material Adverse Effect.

     

    (g)           After
giving effect to the Transaction, including all Credit Extensions made in
connection therewith, the amount by which the aggregate Revolving Credit
Commitments exceeds the sum of (i) the Outstanding Amount of Revolving Credit
Loans and Swing Line Loans and (ii) the Outstanding Amount of L/C Obligations
shall be no less than $65,000,000.

     

    (h)           The
US Borrower shall have consummated an IPO of its common stock in a total amount
(including both newly issued shares of common stock and existing shares of
common stock held by shareholders of the US Borrower and sold in the IPO) of not
less than $250,000,000.

     

    Without
limiting the generality of the provisions of the last paragraph of Section 9.03,
for purposes of determining compliance with the conditions specified in this
Section 4.01, each Lender that has signed this Agreement shall be deemed to have
consented to, approved or accepted or to be satisfied with, each document or
other matter required thereunder to be consented to or approved by or acceptable
or satisfactory to a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the proposed Closing Date specifying its
objection thereto.

     

    4.02.  Conditions to all Credit
Extensions.  The obligation of each Lender to honor any Request
for Credit Extension (other than a Committed Loan Notice requesting only a
conversion of Loans to the other Type, or a continuation of Eurocurrency Rate
Loans) is subject to the following conditions precedent:

     

    
      
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    (a)           The
representations and warranties of the Borrowers and each other Loan Party
contained in each Loan Document, or in any document furnished at any time under
or in connection herewith or therewith, shall be true and correct on and as of
the date of such Credit Extension, except to the extent that such
representations and warranties specifically refer to an earlier date, in which
case they shall be true and correct as of such earlier date, and except that for
purposes of this Section 4.02, the representations and warranties contained in
Sections 5.07(a) and (b) shall be deemed to refer to the most recent statements
furnished pursuant to Sections 6.17(b) and (c), respectively.

     

    (b)           No
Default shall exist or would result from such proposed Credit Extension or from
the application of the proceeds thereof.

     

    (c)           The
Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender
shall have received a Request for Credit Extension in accordance with the
requirements hereof.

     

    Each
Request for Credit Extension (other than a Committed Loan Notice requesting only
a conversion of Loans to the other Type or a continuation of Eurocurrency Rate
Loans) submitted by the US Borrower or the European Borrower, as the case may
be, shall be deemed to be a representation and warranty that the conditions
specified in Sections 4.02(a) and (b) have been satisfied on and as of the date
of the applicable Credit Extension.

     

    ARTICLE
V

    REPRESENTATIONS AND
WARRANTIES

     

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

     

    5.01.  Existence, Qualification and
Power.  Each Loan Party (a) is a corporation, limited liability
company or partnership duly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation, (b) is duly qualified
and (to the extent such concept is applicable) in good standing (to the extent
such concept is applicable) as a foreign corporation, limited liability company
or partnership in each other material jurisdiction in which it owns or leases
property or in which the conduct of its business requires it to so qualify or be
licensed and (c) has all requisite power and authority (including, without
limitation, all material Governmental Authorizations, which Governmental
Authorizations are current and valid) to own or lease and operate its properties
and to carry on its business as now conducted and as proposed to be
conducted.

     

    5.02.  Subsidiaries; Equity
Interests.  Set forth on Schedule 5.02 hereto is a complete and
accurate list of all Subsidiaries of the US Borrower as of the date hereof,
showing as of the date hereof (as to each such Subsidiary) the jurisdiction of
its incorporation, the number of shares of each class of its Equity Interests
authorized, and the number outstanding, on the date hereof and the percentage of
each such class of its Equity Interests owned (directly or indirectly) by the US
Borrower and the number of shares covered by all outstanding options, warrants,
rights of conversion or purchase and similar rights at the date
hereof.  Each Inactive Subsidiary is marked with an
asterisk.  All of the outstanding Equity Interests in all Subsidiaries
of the US Borrower have been validly issued, are fully paid and non assessable
and are owned by the US Borrower or one or more of its Subsidiaries free and
clear of all Liens, except those created under the Collateral
Documents.

     

    
      
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    5.03.  Authorization; No
Contravention.  The execution, delivery and performance by each
Loan Party of each Loan Document to which it is or is to be a party, and the
consummation of the Transaction, are within such Loan Party’s corporate powers,
have been duly authorized by all necessary corporate action, and do not (a)
contravene such Loan Party’s Organization Documents, (b) violate any law, rule,
regulation (including, without limitation, Regulation X of the FRB), order,
writ, judgment, injunction, decree, determination or award, (c) conflict with or
result in the breach of, or constitute a default or require any payment to be
made under, any material contract, loan agreement, indenture, mortgage, deed of
trust, lease or other instrument binding on or affecting any Loan Party, any of
its Subsidiaries or any of their properties or (d) except for the Liens created
under the Loan Documents, result in or require the creation or imposition of any
Lien upon or with respect to any of the properties of any Loan Party or any of
its Subsidiaries.  No Loan Party or any of its Subsidiaries is in
violation of any such law, rule, regulation, order, writ, judgment, injunction,
decree, determination or award or in breach of any such contract, loan
agreement, indenture, mortgage, deed of trust, lease or other instrument, the
violation or breach of which could be reasonably likely to have a Material
Adverse Effect.

     

    5.04.  Governmental Authorization;
Other Consents.  No Governmental Authorization, and no notice
to or filing with, any Governmental Authority or any other third party is
required for (i) the due execution, delivery, recordation, filing or performance
by any Loan Party of any Loan Document to which it is a party, or for the
consummation of the Transaction, (ii) the grant by any Loan Party of the Liens
granted by it pursuant to the Collateral Documents, (iii) the perfection or
maintenance of the Liens created under the Collateral Documents (including the
first-priority nature thereof), other than as specified in the Collateral
Documents, or (iv) the exercise by the Administrative Agent or any Secured Party
of its rights under the Loan Documents or the remedies in respect of the
Collateral pursuant to the Collateral Documents, in each case except for the
Governmental Authorizations or notices specified on Schedule 5.04.

     

    5.05.  Binding
Effect.  This Agreement has been, and each other Loan Document
when delivered will have been, duly executed and delivered by each Loan
Party.  This Agreement is, and each other Loan Document when delivered
will be, the legal, valid and binding obligation of each Loan Party party
thereto, enforceable against such Loan Party in accordance with its terms
subject to the effect of any applicable bankruptcy, insolvency, reorganization,
moratorium or similar law affecting creditors’ rights generally, and subject to
the effects of general principles of equity (regardless whether considered in a
proceeding in equity or at law).

     

    5.06.  Litigation.  There
is no action, suit, investigation, litigation or proceeding affecting any Loan
Party or any of its Subsidiaries, including any Environmental Action, pending or
threatened before any Governmental Authority or arbitrator that (i) could be
reasonably expected to have a Material Adverse Effect (other than the Disclosed
Litigation) or (ii) purports to affect the legality, validity or enforceability
of any Loan Document or the consummation of the Transaction, and there has been
no adverse change in the status, or financial effect on any Loan Party or any of
its Subsidiaries, of the Disclosed Litigation from that described on Schedule
5.06 hereto.

     

    
      
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    5.07.  Financial Statements; No
Material Adverse Effect.  (a)  The Audited Financial
Statements (i) were prepared in accordance with US GAAP consistently applied
throughout the period covered thereby, except as otherwise expressly noted
therein; and (ii) fairly present the financial condition of each Borrower and
its Subsidiaries as of the date thereof and their results of operations for the
period covered thereby in accordance with US GAAP consistently applied
throughout the period covered thereby, except as otherwise expressly noted
therein;

     

    (a)           Since
the date of the Audited Financial Statements, there has been no event or
circumstance, either individually or in the aggregate, that has had or could
reasonably be expected to have a Material Adverse Effect.

     

    (b)           The
Consolidated forecasted balance sheets, statements of income and cash flows of
each Borrower and its Subsidiaries delivered pursuant to Section 4.01 and
Section 6.17(e) were prepared in good faith on the basis of the assumptions
stated therein, which assumptions were fair in light of the conditions existing
at the time of delivery of such forecasts, and represented, at the time of
delivery, each Borrower’s best estimate of its future financial condition and
performance.

     

    5.08.  Disclosure.  Neither
the Information Memorandum nor any other written information, exhibit or report
furnished by or on behalf of any Loan Party to the Administrative Agent or any
Lender in connection with the negotiation and syndication of the Loan Documents
or pursuant to the terms of the Loan Documents contained any untrue statement of
a material fact or omitted to state a material fact necessary to make the
statements made therein not misleading, in each case, with respect to such
Information Memorandum, written information, exhibit or report furnished on or
prior to the Closing Date, as of the Closing Date.

     

    5.09.  Margin
Regulations.  Neither of the Borrowers is engaged in the
business of extending credit for the purpose of purchasing or carrying Margin
Stock, and no proceeds of any Borrowing or drawings under any Letter of Credit
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.

     

    5.10.  Investment Company
Act.  Neither any Loan Party nor any of its Subsidiaries is an
“investment company,” or an “affiliated person” of, or “promoter” or “principal
underwriter” for, an “investment company,” as such terms are defined in the
Investment Company Act of 1940, as amended.  Neither the making of any
Borrowing, nor the issuance of any Letters of Credit, nor the application of the
proceeds or repayment thereof by either Borrower, nor the consummation of the
other transactions contemplated by the Loan Documents, will violate any
provision of any such Act or any rule, regulation or order of the Securities and
Exchange Commission thereunder.

     

    5.11.  Restrictive
Agreements.  Neither any Loan Party nor any of its Subsidiaries
is a party to any indenture, loan or credit agreement or any lease or other
agreement or instrument or subject to any charter or corporate restriction that
could be reasonably expected to have a Material Adverse Effect.

     

    
      
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    5.12.  Solvency.  Each
Loan Party is, individually and together with its Subsidiaries,
Solvent.

     

    5.13.  ERISA
Compliance.  (a)  Set forth on Schedule 5.13 hereto
is a complete and accurate list of all Plans, Multiemployer Plans and Welfare
Plans as of the date hereof.

     

    (a)           No
ERISA Event has occurred or is reasonably expected to occur with respect to any
Plan.

     

    (b)           Neither
any Loan Party nor any ERISA Affiliate has incurred or is reasonably expected to
incur any Withdrawal Liability to any Multiemployer Plan.

     

    (c)           Neither
any Loan Party nor any ERISA Affiliate has been notified by the sponsor of a
Multiemployer Plan that such Multiemployer Plan is in reorganization or has been
terminated, within the meaning of Title IV of ERISA, and no such Multiemployer
Plan is reasonably expected to be in reorganization or to be terminated, within
the meaning of Title IV of ERISA.

     

    (d)           With
respect to each scheme or arrangement mandated by a government other than the
United States (a “Foreign Government Scheme or
Arrangement”) and with respect to each employee benefit plan maintained
or contributed to by such Loan Party or any Subsidiary of any Loan Party that is
not subject to United States law (a “Foreign
Plan”):

     

    (i)           Any
employer and employee contributions required by law or by the terms of any
Foreign Government Scheme or Arrangement or any Foreign Plan have been made, or,
if applicable, accrued, in accordance with normal accounting practices in all
material respects.

     

    (ii)           The
fair market value of the assets of each funded Foreign Plan, the liability of
each insurer for any Foreign Plan funded through insurance or the book reserve
established for any Foreign Plan, together with any accrued contributions, is
sufficient to procure or provide for the accrued benefit obligations, as of the
date hereof, with respect to all current and former participants in such Foreign
Plan according to the actuarial assumptions and valuations most recently used to
account for such obligations in accordance with applicable generally accepted
accounting principles in all material respects.

     

    (iii)           Each
Foreign Plan required to be registered has been registered and has been
maintained in good standing with applicable regulatory authorities.

     

    
      
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    5.14.  Environmental
Compliance.

     

    (a)           Except
as disclosed in the Environmental Reports:

     

    (i)           The
operations and properties of each Loan Party and each of its Subsidiaries comply
in all material respects with all applicable Environmental Laws and
Environmental Permits, all past non-compliance with such Environmental Laws and
Environmental Permits has been resolved without ongoing obligations or costs,
and no circumstances exist that could be reasonably likely to (A) form the basis
of an Environmental Action against any Loan Party or any of its Subsidiaries or
any of their properties that could reasonably be expected to have a Material
Adverse Effect or (B) cause any such property to be subject to any material
restrictions on occupancy or use, or any restrictions on ownership or
transferability, under any Environmental Law.

     

    (ii)           None
of the properties currently or, to the knowledge of the US Borrower, formerly
owned or operated by any Loan Party or any of its Subsidiaries is listed or, to
the knowledge of the US Borrower, proposed for listing on the NPL or on the
CERCLIS or any analogous foreign, state or local list or is adjacent to any such
property; there are no and never have been any underground or aboveground
storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons
in which Hazardous Materials are being or have been treated, stored or disposed
on any property currently owned or operated by any Loan Party or any of its
Subsidiaries; to its knowledge, there is no asbestos or asbestos-containing
material on any property currently owned or operated by any Loan Party or any of
its Subsidiaries; and Hazardous Materials have not been released, discharged or
disposed of on any property currently or, during the period of its ownership or
operation thereof and to the knowledge of the Responsible Officers, formerly
owned or operated by any Loan Party or any of its Subsidiaries that requires
investigation, remediation, cleanup, or any remedial or corrective action under
Environmental Law that could reasonably be expected to result in material
liability to any Loan Party or any of its Subsidiaries.

     

    (iii)           Neither
any Loan Party nor any of its Subsidiaries is funding or undertaking either
individually or together with other potentially responsible parties, any
investigation or assessment or remedial or response action relating to any
actual or threatened release, discharge or disposal of Hazardous Materials at
any site, location or operation, either voluntarily or pursuant to the order of
any governmental or regulatory authority or the requirements of any
Environmental Law that could reasonably be expected to result in material
liability to any Loan Party or any of its Subsidiaries; and all Hazardous
Materials generated, used, treated, handled or stored at, or transported to or
from, any property currently or, during its period of ownership or operation
thereof and to the knowledge of the Responsible Officers, formerly owned or
operated by any Loan Party or any of its Subsidiaries have been disposed of in a
manner not reasonably expected to result in material liability to any Loan Party
or any of its Subsidiaries.

     

    (iv)           Set
forth on Schedule 5.14 hereto is a complete and accurate list of all
Environmental Actions that are, as of the date hereof, pending or, to the
knowledge of the Loan Party or its Subsidiaries, threatened against the US
Borrower or its Subsidiaries.

     

    
      
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    5.15.  Taxes.

     

    (a)           Each
Loan Party and each of its Subsidiaries has filed, has caused to be filed or has
been included in all tax returns (federal, state, local and foreign) required to
be filed and has paid all taxes shown thereon to be due or payable on such
returns and has paid any assessments received by or with respect to any Loan
Party or any such return, except taxes or assessments that are being contested
in good faith by appropriate proceedings and for which such Loan Party or
Subsidiary, as the case may be, shall have set aside on its books appropriate
reserves to the extent required by US GAAP.  No written adjustment
relating to any such returns and involving a material amount of tax has been
proposed or otherwise assessed by a taxing authority except as set forth on
Schedule 5.15(a), and there are no pending audits, proceedings or actions
related to the assessment or collection of taxes against any Loan Party or
Subsidiary that could have a Material Adverse Effect.

     

    (b)           Each
Loan Party is resident solely for federal Tax purposes only in the jurisdiction
of its incorporation except for any branches and representation offices
officially established in foreign jurisdictions.

     

    5.16.  Casualty,
Etc.  Neither the business nor the properties of any Loan Party
or any of its Subsidiaries are affected by any fire, explosion, accident,
strike, lockout or other labor dispute, drought, storm, hail, earthquake,
embargo, act of God or of the public enemy or other casualty (whether or not
covered by insurance) that could be reasonably expected to have a Material
Adverse Effect.

     

    5.17.  Ownership of Property;
Liens; Investments.  (a)  Set forth on Schedule
5.17(a) hereto is a complete and accurate list of all Surviving Debt, showing,
as of the date hereof, the obligor and the principal amount outstanding
thereunder.

     

    (a)           Set
forth on Schedule 5.17(b) hereto is a complete and accurate list of all Liens on
the property or assets of any Loan Party or any of its Subsidiaries as of the
date hereof, showing as of the date hereof the lienholder thereof, the principal
amount of the obligations secured thereby (if greater than $250,000) and the
property or assets of such Loan Party or such Subsidiary subject
thereto.

     

    (b)           Set
forth on Schedule 5.17(c) hereto is a complete and accurate list of all real
property owned by any Loan Party or any of its Subsidiaries as of the date
hereof, showing as of the date hereof the street address, county or other
relevant jurisdiction, state, record owner and book value
thereof.  Each Loan Party or such Subsidiary has good, marketable and
insurable fee simple title to such real property, free and clear of all Liens,
other than Liens created or permitted by the Loan Documents.

     

    (c)           (i)           Set
forth on Schedule 5.17(d)(i) hereto is a complete and accurate list of all
leases of real property under which any Loan Party or any of its Subsidiaries is
the lessee as of the date hereof, which require the payment of rent in excess of
$125,000 per year or are otherwise material to the operation of any Loan Party
or any of its Subsidiaries and which, in aggregate, represent at least 90% of
the yearly rental expense of the Loan Parties and their Subsidiaries showing as
of the date hereof the street address, county or other relevant jurisdiction,
state, lessor, lessee, expiration date and annual rental cost
thereof.  To the knowledge of the US Borrower, each such lease is the
legal, valid and binding obligation of the lessor thereof, enforceable in
accordance with its terms.

     

    
      
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    (ii)           Set
forth on Schedule 5.17(d)(ii) hereto is a complete and accurate list of all
leases of real property under which any Loan Party or any of its Subsidiaries is
the lessor as of the date hereof, showing as of the date hereof the street
address, county or other relevant jurisdiction, state, lessor, lessee,
expiration date and annual rental cost thereof.  To the knowledge of
the US Borrower, each such lease is the legal, valid and binding obligation of
the lessee thereof, enforceable in accordance with its terms.

     

    (e)           Set
forth on Schedule 5.17(e) hereto is a complete and accurate list of all
Investments held by any Loan Party or any of its Subsidiaries on the date
hereof, showing as of the date hereof the amount, obligor or issuer and
maturity, if any, thereof.

     

    5.18.  Intellectual
Property.  Set forth on Schedule 5.18 hereto is a complete and
accurate list of all patents, trademarks, trade names, service marks and
copyrights, and all applications therefor and licenses thereof, of each Loan
Party or any of its Subsidiaries as of the date hereof, showing, as of the date
hereof, the jurisdiction in which registered, the registration number and the
date of registration.

     

    5.19.  Flood
Hazard.  Except as disclosed in writing to the Administrative
Agent, no portion of any property listed on Schedules 5.17(c), 5.17(d)(i) or
5.17(d)(ii) is located in an area identified on a flood hazard boundary map or
flood insurance rate map issued by the Federal Emergency Management Agency as
having special flood hazards.

     

    5.20.  Labor
Matters.  (i)  There is no, and has not been any,
labor dispute, strike or work stoppage against any Loan Party pending or
threatened in writing; and (ii) no Loan Party, nor any of its representatives or
employees, has committed any unfair labor practices or otherwise violated any
employment-related Law, including those laws related to wages, hours, collective
bargaining and the payment and withholding of taxes and other sums, and there is
no charge or complaint against any Loan Party by the National Labor Relations
Board or any comparable state agency pending or threatened in writing, in each
case, which could reasonably be expected to have a Material Adverse
Effect.

     

    5.21.  Repetition.  Each
representation and warranty set forth in Sections 5.01 through 5.21 shall be
deemed to be repeated on the first day of each Interest Period for any
Borrowings.

     

    ARTICLE
VI

    AFFIRMATIVE
COVENANTS

     

    So long
as any Loan or any other Obligation of any Loan Party under any Loan Document
shall remain unpaid, any Letter of Credit shall be outstanding or any Lender
shall have any Commitment hereunder, the US Borrower will:

     

    6.01.  Compliance with
Laws.  Comply, and cause each of its Subsidiaries to comply in
all material respects with all material applicable Laws, rules, regulations and
orders, such compliance to include, without limitation, compliance with ERISA
and the Racketeer Influenced and Corrupt Organizations Chapter of the Organized
Crime Control Act of 1970.

     

    
      
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    6.02.  Payment of
Obligations.  Pay and discharge, and cause each of its
Subsidiaries to pay and discharge, before the same shall become delinquent, (i)
all material 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 US
Borrower 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.

     

    6.03.  Compliance with
Environmental Laws.  Comply, and cause each of its Subsidiaries
and all lessees and other Persons operating or occupying its properties to
comply, in all material respects with all material applicable Environmental Laws
and Environmental Permits; obtain and renew, and cause each of its Subsidiaries
to obtain and renew, all material Environmental Permits necessary for its
operations and properties; and conduct, and cause each of its Subsidiaries to
conduct, any investigation, study, sampling and testing, and undertake any
cleanup, removal, remedial or other action necessary to remove and clean up all
Hazardous Materials from any of its properties, in accordance with the
requirements of all Environmental Laws; provided, however, that neither the US
Borrower nor any of its Subsidiaries shall be required to undertake any such
cleanup, removal, remedial or other action to the extent that its obligation to
do so is being contested in good faith and by proper proceedings and appropriate
reserves are being maintained with respect to such circumstances.

     

    6.04.  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 US Borrower or such Subsidiary
operates.

     

    6.05.  Preservation of Existence,
Etc.  Except as otherwise permitted by Section 7.04 hereof (and
excluding Inactive Subsidiaries of the US Borrower), preserve and maintain, and
cause each of its Subsidiaries to preserve and maintain, its existence, legal
structure, legal name, rights (charter and statutory), permits, licenses,
approvals, privileges and franchises; provided, however, that neither the US
Borrower nor any of its Subsidiaries shall be required to preserve any right,
permit, license, approval, privilege or franchise if the Board of Directors of
the US Borrower or such Subsidiary shall determine that the preservation thereof
is no longer desirable in the conduct of the business of the  US
Borrower or such Subsidiary, as the case may be, and that the loss thereof is
not disadvantageous in any material respect to the US Borrower, such Subsidiary
or the Lenders.

     

    6.06.  Inspection
Rights.  At any reasonable time and from time to time during
normal business hours and following reasonable prior notice, 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 US Borrower and any of its
Subsidiaries, and to discuss the affairs, finances and accounts of the US
Borrower and any of its Subsidiaries with any of their officers or directors and
with their independent certified public accountants.

     

    
      
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    6.07.  Books and
Records.  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 US
Borrower and each of its Subsidiaries in accordance with generally accepted
accounting principles in effect from time to time.

     

    6.08.  Maintenance of
Properties.  Except as otherwise expressly permitted by this
Agreement, 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, and, from time to time, make or cause to be made all appropriate
repairs, renewals, and replacements thereof, except where failure to do so would
not materially adversely affect the use of the related property.

     

    6.09.  Transactions with
Affiliates.  Conduct, and cause each of its Subsidiaries to
conduct, all transactions otherwise permitted under the Loan Documents with any
of its Affiliates on terms that are fair and reasonable and no less favorable to
the US Borrower and its Subsidiaries than it would obtain in a comparable
arm’s-length transaction with a Person not an Affiliate, other than (a)
transactions among the US Borrower and its Subsidiaries (other than Foreign
Subsidiaries), (b) transfer pricing transactions in the ordinary course of
business on terms providing for the US Borrower and its Subsidiaries to recover,
in the aggregate, their costs in respect of any transferred product, (c)
dividends permitted under Section 7.07, and (d) IPO Payments.  Nothing
in this Section 6.09 shall impair or prevent the allocation of expenses among
the US Borrower and its Wholly Owned Subsidiaries, provided that such allocation
is made on a reasonable basis.

     

    6.10.  Covenant to Guarantee
Obligations and Give Security.

     

    (a)           Subject
to the further provisions of this Section 6.10, upon (x) the request of the
Administrative Agent following the occurrence and during the continuance of a
Default (and such request being a “Default Request”),
(y) the formation or acquisition (which, for this purpose, shall include a
Subsidiary ceasing to be an Inactive Subsidiary) of (1) any new direct or
indirect US Subsidiaries or direct First-Tier Foreign Subsidiaries by the US
Borrower or any US Subsidiary, or (2) any new German Loan Party or Swedish Loan
Party or (z) the acquisition or ownership of any property having an aggregate
book value of greater than $250,000 by the US Borrower or any US Subsidiary or
any European Loan Party, which property, in the judgment of the Administrative
Agent, shall not already be subject to a perfected first-priority security
interest in favor of the Administrative Agent for the benefit of the Secured
Parties (subject to Permitted Priority Liens) (any such formation or acquisition
under clause (y) or acquisition or ownership under clause (z) being referred to
herein as an “Acquisition”), then
in each case at the US Borrower’s expense (or, in the case of any action
required to be taken by or on behalf of any European Loan Party, at the expense
of the European Borrower):

     

    
      
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    (i)           (A)
in connection with the Acquisition of a US Subsidiary or a First-Tier Foreign
Subsidiary, cause such US Subsidiary, and cause each direct and indirect parent
of such US Subsidiary or First-Tier Foreign Subsidiary (if it has not already
done so), to duly execute and deliver to the Administrative Agent a guaranty or
guaranty supplement, in form and substance reasonably satisfactory to the
Administrative Agent in its reasonable discretion, guaranteeing all of the
Guaranteed Obligations; and (B) in connection with the Acquisition of a German
Loan Party or a Swedish Loan Party, cause such Person to duly execute and
deliver to the Administrative Agent a guaranty or guaranty supplement, in form
and substance reasonably satisfactory to the Administrative Agent in its
reasonable discretion, guaranteeing all of the Guaranteed European
Obligations;

     

    (ii)           within
10 days after (A) any Default Request, furnish to the Administrative Agent a
description of the real and personal properties of the Loan Parties and their
respective Subsidiaries not otherwise subject to a Lien under a Collateral
Document, (B) the Acquisition of any such Subsidiary, notify the Administrative
Agent of such Acquisition and furnish to the Administrative Agent a description
of the real and personal properties of such Subsidiary and such other
information related thereto as the Administrative Agent may reasonably request,
and (C) the Acquisition of any such property, furnish to the Administrative
Agent a description of such property, in each case under this clause (ii) in
detail satisfactory to the Administrative Agent in its reasonable
discretion;

     

    (iii)           (A)  within
15 days after the Acquisition of property with a value in excess of $250,000 by
any US Subsidiary or any other Subsidiary which is a Loan Party (but subject to
Section 6.10(b) in the case of any European Loan Party and excluding any Swedish
Loan Party unless and until it becomes a Secured Loan Party), duly execute and
deliver, and cause such Subsidiary to duly executive and deliver, to the
Administrative Agent such additional mortgages, pledges, assignments, security
agreement supplements, IP Security Agreement Supplements and other security
agreements as specified by, and in form and substance satisfactory to the
Administrative Agent in its reasonable discretion, securing payment of all the
Obligations of such Subsidiary under the Loan Documents and constituting Liens
on all such properties (which shall be limited, in the case of any European Loan
Party, to the Guaranteed European Obligations), (B) within 15 days after any
Default Request, duly execute and deliver, and cause each Subsidiary to duly
execute and deliver, to the Administrative Agent such additional mortgages,
pledges, assignments, security agreement supplements, IP Security Agreement
Supplements and other security agreements as specified by, and in form and
substance satisfactory to the Administrative Agent in its reasonable discretion,
securing, in the case of each Subsidiary, the Guaranteed European Obligations
and, in the case of each US Subsidiary, the Guaranteed US Obligations, and
constituting Liens on all such properties as may be reasonably requested by the
Administrative Agent, (C) within 15 days after any such Acquisition of any US
Subsidiary or First-Tier Foreign Subsidiary, duly execute and deliver and cause
such US Subsidiary or the parent company of such First-Tier Foreign Subsidiary
to duly execute and deliver to the Administrative Agent mortgages, pledges,
assignments, security agreement supplements, IP Security Agreement Supplements
and other security agreements as specified by, and in form and substance
satisfactory to, the Administrative Agent in its reasonable discretion, securing
payment of all of the obligations of such Subsidiary (or such parent) under the
Loan Documents, provided that each Subsidiary
shall be required to pledge under this clause (C) only (1) 100% of the shares
owned by it that have been issued by companies that are US Subsidiaries and (2)
65% of the shares owned by it that have been issued by companies that are
First-Tier Foreign Subsidiaries to secure such Subsidiary’s (or such parent’s)
Obligations, and (D) subject to Section 6.10(b), within 15 days after any such
Acquisition of any Subsidiary organized under the laws of Germany or Sweden,
other than a First-Tier Foreign Subsidiary or an Inactive Subsidiary and
excluding any Swedish Loan Party unless and until it becomes a Secured Loan
Party, duly execute and deliver and cause such Subsidiary or the parent company
of such Subsidiary to duly execute and deliver to the Administrative Agent
mortgages, pledges, assignments, security agreement supplements, IP Security
Agreement Supplements and other security agreements as specified by, and in form
and substance satisfactory to, the Administrative Agent in its reasonable
discretion, securing payment of all of the obligations of such Subsidiary (or
such parent) under the Loan Documents;

     

    
      
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    (iv)           within
30 days after any such Default Request or Acquisition, take, and cause each Loan
Party and each newly acquired or newly formed Subsidiary to take, whatever
action (including, without limitation, the recording of mortgages, the filing of
Uniform Commercial Code financing statements, the giving of notices and the
endorsement of notices on title documents) may be necessary or advisable in the
opinion of the Administrative Agent to vest in the Administrative Agent (or in
any representative of the Administrative Agent designated by it) valid and
subsisting Liens on the properties purported to be subject to the mortgages,
pledges, assignments, security agreement supplements, IP Security Agreement
Supplements and security agreements delivered pursuant to this Section 6.10(a),
enforceable against all third parties in accordance with their terms (subject to
Permitted Priority Liens and to the provisions of Section 6.10(b));

     

    (v)           within
60 days after any such Default Request or Acquisition, deliver to the
Administrative Agent, upon the request of the Administrative Agent in its sole
discretion, a signed copy of a favorable opinion, addressed to the
Administrative Agent, the Collateral Agent and the other Secured Parties, of
counsel for the Loan Parties acceptable to the Administrative Agent as to (A)
the matters contained in clauses (i), (iii) and (iv) above as the Administrative
Agent may reasonably request, (B) such guaranties, guaranty supplements,
mortgages, pledges, assignments, security agreement supplements, IP Security
Agreement Supplements and security agreements being legal, valid and binding
obligations of each Loan Party party thereto enforceable in accordance with
their terms, (C) such recordings, filings, notices, endorsements and other
actions being sufficient to create valid and perfected Liens on such properties,
(D) matters of corporate formalities as the Administrative Agent may request,
and (E) such other matters as the Administrative Agent may reasonably
request;

     

    (vi)           as
promptly as practicable after any such Default Request or Acquisition, deliver,
upon the request of the Administrative Agent in its sole discretion, to the
Administrative Agent with respect to each parcel of real property owned or held
by each Loan Party and each newly acquired or newly formed Subsidiary, title
insurance, land surveys and engineering, soils and other reports, and
environmental assessment reports, each in scope, form and substance satisfactory
to the Administrative Agent; provided, however, that to the extent
that any Loan Party or any of its Subsidiaries shall have otherwise received any
of the foregoing items with respect to such real property, such items shall,
promptly after the receipt thereof, be delivered to the Administrative Agent;
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    (vii)           at
any time and from time to time, promptly execute and deliver, and cause each
Loan Party and each newly acquired or newly formed Subsidiary to execute and
deliver, any and all further instruments and documents and take, and cause each
Loan Party and each newly acquired or newly formed Subsidiary to take, all such
other action as the Administrative Agent may deem necessary or desirable in
obtaining the full benefits of, or in perfecting and preserving the Liens of,
such guaranties, mortgages, pledges, assignments, security agreement
supplements, IP Security Agreement Supplements and security
agreements.

     

    The
Borrowers also agree to take or cause to be taken such action, including
delivery of documents, specified on Part 1 of Schedule I on or before the dates
indicated in such Schedule (or, if no date is indicated, on the Closing Date),
or such later date or dates as may be specified by the Administrative Agent in
its sole discretion from time to time.

     

    (b)           Anything
contained in Section 6.10(a) to the contrary notwithstanding, this Section 6.10
shall not require the creation or perfection of pledges of or security interests
in particular assets of any European Loan Party if and for so long as (i) in the
reasonable judgment of the Administrative Agent (after consultation with the US
Borrower), the cost of creating or perfecting such pledges or security interests
in such assets shall be excessive in view of the benefits to be obtained by the
Lenders therefrom, (ii) the creation or perfection of such pledges or security
interests would violate in any material respect any material third party
contract or any applicable Law, provided that upon the
Administrative Agent's reasonable request, the European Borrower shall use its
commercially reasonable efforts to obtain such consents and/or approvals and/or
take such other action as may be necessary to avoid such violation, or (iii) in
the reasonable judgment of the Administrative Agent, the creation or perfection
of such pledges or security interests is not legally possible, or exceed the
corporate or other powers of the Person concerned (and then only as such
corporate or other power cannot be modified or excluded through the exercise of
commercially reasonable efforts to allow such action) or unavoidably result in
material issues of director’s personal liability or criminal
liability.  The Administrative Agent may grant extensions of time for
taking any actions otherwise required by Section 6.10(a) in its sole
discretion.

     

    6.11.  Further
Assurances.

     

    (a)           (i)
Promptly upon request by the Administrative Agent, or any Lender through
the Administrative Agent, correct, and cause each of its Subsidiaries promptly
to correct, any material defect or error that may be discovered in any Loan
Document or in the execution, acknowledgment, filing or recordation thereof,
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    (b)           (ii)
Promptly upon request by the Administrative Agent, or any Lender through
the Administrative Agent, do, execute, acknowledge, deliver, record, re-record,
file, re-file, register and re-register any and all such further acts, deeds,
conveyances, pledge agreements, mortgages, deeds of trust, trust deeds,
assignments, financing statements and continuations thereof, termination
statements, notices of assignment, transfers, certificates, assurances and other
instruments as Administrative Agent, or any Lender through the Administrative
Agent, may reasonably require from time to time in order to (i) carry out more
effectively the purposes of the Loan Documents, (ii) to the fullest extent
permitted by applicable Law, subject any Loan Party’s or any of its
Subsidiaries’ properties, assets, rights or interests to the Liens now or
hereafter intended to be covered by any of the Collateral Documents, (iii)
perfect and maintain the validity, effectiveness and priority of any of the
Collateral Documents and any of the Liens intended to be created thereunder and
(iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more
effectively unto the Secured Parties the rights granted or now or hereafter
intended to be granted to the Secured Parties under any Loan Document or under
any other instrument executed in connection with any Loan Document to which such
Loan Party or any of its Subsidiaries is or is to be a party, and cause each
Subsidiary to do so.

     

    6.12.  Preparation of Environmental
Reports.  At the request of the Administrative Agent from time
to time but no more than once per year (unless the Lenders reasonably determine
that, and provide written notice of their basis for suspecting that, a violation
of, instance of non-compliance with, or liability under any Environmental Law or
Environmental Permit, that could reasonably be expected to have a Material
Adverse Effect, has occurred or arisen), provide to the Lenders, within 60 days
after such request, at the expense of the US Borrower, an environmental site
assessment report for any of its or its Subsidiaries’ properties described in
such request, prepared by an environmental consulting firm acceptable to the
Administrative Agent, indicating the presence or absence of Hazardous Materials
and the estimated cost of any compliance, removal or remedial action in
connection with any Hazardous Materials on such properties; without limiting the
generality of the foregoing, if the Administrative Agent reasonably determines
at any time that a material risk exists that any such report will not be
provided within the time referred to above, the Administrative Agent may retain
an environmental consulting firm to prepare such report at the expense of the US
Borrower and the US Borrower hereby grants and agrees to cause any Subsidiary
that owns any property described in such request to grant, at the time of such
request, to the Administrative Agent, the Lenders, such firm and any agents or
representatives thereof an irrevocable non-exclusive license, subject to the
rights of tenants, to enter onto their respective properties to undertake such
an assessment.

     

    6.13.  Compliance with Terms of
Leaseholds.  Make all payments and otherwise perform all
obligations in respect of all leases of real property to which the US Borrower
or any of its Subsidiaries is a party, keep such leases in full force and effect
and not allow such leases to lapse or be terminated or any rights to renew such
leases to be forfeited or cancelled, notify the Administrative Agent of any
default by any party with respect to such leases and cooperate with the
Administrative Agent in all respects to cure any such default, and cause each of
its Subsidiaries to do so, except, in any case, where the failure to do so,
either individually or in the aggregate, could not be reasonably likely to have
a Material Adverse Effect.

     

    6.14.  Cash Concentration
Accounts.  Maintain, and cause each of its US Subsidiaries to
maintain, main cash concentration accounts with Bank of America or one or
more banks reasonably acceptable to the Administrative Agent that have entered
into control agreements satisfactory to the Administrative Agent and
lockbox accounts into which all proceeds of Collateral are paid with Bank of
America or one or more banks reasonably
acceptable to the Administrative Agent that have accepted
the assignment of such accountsentered
into control agreements satisfactory to the Administrative Agent for
the benefit of the Secured Parties pursuant to the Security
Agreement.

     

    
      
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    6.15.  Interest Rate
Hedging.  With respect to the US Borrower, enter into by
September 30, 2008, and maintain at all times thereafter until September 30,
2010, interest rate Hedge Agreements covering a notional amount of not less than
50% of the outstanding amount of the Term A Facility at such time with persons
acceptable to and on terms reasonably satisfactory to the Administrative
Agent.

     

    6.16.  [Intentionally
Deleted].

     

    6.17.  Reporting
Requirements.  So long as any Loan or any other Obligation of
any Loan Party under any Loan Document shall remain unpaid, any Letter of Credit
shall be outstanding or any Lender shall have any Commitment hereunder, the US
Borrower will furnish to the Administrative Agent and the Lenders:

     

    (a)           Default
Notices.  As soon as possible and in any event within two
Business Days after the occurrence of each Default or any event, development or
occurrence reasonably likely to have a Material Adverse Effect continuing on the
date of such statement, a statement of the chief financial officer of the US
Borrower setting forth details of such Default and the action that the US
Borrower has taken and proposes to take with respect thereto.

     

    (b)           Annual
Financials.  As soon as available and in any event within 90
days after the end of each Fiscal Year, a copy of the annual audit report for
such year for the US Borrower and its Subsidiaries, including therein
Consolidated balance sheets of the US Borrower and its Subsidiaries as of the
end of such Fiscal Year and Consolidated statements of income and a Consolidated
statement of cash flows of the US Borrower and its Subsidiaries for such Fiscal
Year, in each case accompanied by an unqualified opinion of independent public
accountants of recognized standing acceptable to the Required Lenders, together
with (i) a certificate of such accounting firm to the Loan Parties stating that
in the course of the regular audit of the business of the US Borrower and its
Subsidiaries, which audit was conducted by such accounting firm in accordance
with generally accepted auditing standards, such accounting firm has obtained no
knowledge that a Default has occurred and is continuing, or if, in the opinion
of such accounting firm, a Default has occurred and is continuing, a statement
as to the nature thereof, (ii) a schedule in form satisfactory to the
Administrative Agent of the computations used by such accountants in
determining, as of the end of such Fiscal Year, compliance with the financial
covenants contained in Section 6.18; provided that, in the event
of any change in generally accepted accounting principles used in the
preparation of such financial statements, the US Borrower shall also provide, if
necessary for the determination of compliance with Section 6.18, a statement of
reconciliation conforming such financial statements to US GAAP, (iii) a
certificate of the Chief Financial Officer of the US Borrower stating that no
Default has occurred and is continuing or, if a Default has occurred and is
continuing, a statement as to the nature thereof and the action that the US
Borrower has taken and proposes to take with respect thereto, (iv) a
management’s discussion and analysis of financial condition and results of
operations for the two-year period ending as of the end of such Fiscal Year and
with year to year comparisons (an “MD&A”) and (v) a
Compliance Certificate.

     

    
      
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    (c)           Quarterly
Financials.  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,
Consolidated balance sheets of the US Borrower and its Subsidiaries as of the
end of such quarter and a Consolidated statements of income and a Consolidated
statement of cash flows of the US Borrower and its Subsidiaries for the period
commencing at the end of the previous fiscal quarter and ending with the end of
such fiscal quarter and Consolidated statements of income and a Consolidated
statement of cash flows of the US Borrower and its Subsidiaries for the period
commencing at the end of the previous Fiscal Year and ending with the end of
such quarter, setting forth in each case in comparative form the corresponding
figures for the corresponding date or period of the preceding Fiscal Year, all
in reasonable detail and duly certified (subject to normal year end audit
adjustments) by the Chief Financial Officer of the US Borrower as having been
prepared in accordance with US GAAP, together with (i) a certificate of said
officer stating that no Default has occurred and is continuing or, if a Default
has occurred and is continuing, a statement as to the nature thereof and the
action that the US Borrower has taken and proposes to take with respect thereto,
(ii) an MD&A and (iii) a Compliance Certificate.

     

    (d)           Annual Financials and other
Information for European Borrower.  As soon as available and in
any event within 120 days after the end of each fiscal year of each Loan Party
that is a German taxpayer or a German non-resident taxpayer, the German GAAP
financial statements and other information necessary for calculating the
relevant EBITDA for purposes of the Interest Stripping Rules (“German Tax EBITDA”)
in respect of such Loan Party as well as an update of the projections of the
EBITDA for such Loan Party for each subsequent relevant period.

     

    (e)           Annual
Forecasts.  As soon as available and in any event no later than
15 days before the end of each Fiscal Year, forecasts prepared by management of
the US Borrower, in form satisfactory to the Administrative Agent, of balance
sheets, income statements and cash flow statements on a monthlyquarterly
basis for the Fiscal Year following such Fiscal Year and on an annual basis for
each Fiscal Year thereafter until the Maturity Date.

     

    (f)           Litigation.  Promptly
after the commencement thereof, notice of all actions, suits, investigations,
litigation and proceedings before any Governmental Authority affecting any Loan
Party or any of its Subsidiaries of the type described in Section 5.06, and
promptly after the occurrence thereof, notice of any material adverse change in
the status or the financial effect on any Loan Party or any of its Subsidiaries
of the Disclosed Litigation from that described on Schedule 5.06
hereto.

     

    (g)           Creditor
Reports.  Promptly after the furnishing thereof, copies of any
statement or report furnished to any holder of Debt securities of any Loan Party
or of any of its Subsidiaries pursuant to the terms of any indenture, loan or
credit or similar agreement and not otherwise required to be furnished to the
Lenders pursuant to any other clause of this Section 6.16.

     

    
      
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    (h)           Agreement
Notices.  Promptly upon receipt thereof, copies of all notices,
requests and other documents received by any Loan Party or any of its
Subsidiaries under or pursuant to any instrument, indenture, loan or credit or
similar agreement regarding or related to any breach or default by any party
thereto or any other event that could materially impair the value of the
interests or the rights of any Loan Party or otherwise have a Material Adverse
Effect and copies of any amendment, modification or waiver of any provision of
any instrument, indenture, loan or credit or similar agreement and, from time to
time upon request by the Administrative Agent, such information and reports
regarding such instruments, indentures and loan and credit and similar
agreements as the Administrative Agent may reasonably request.

     

    (i)           Revenue Agent
Reports.  Within ten Business Days after receipt, copies of all
Revenue Agent Reports (Internal Revenue Service Form 886), or other written
proposals of the Internal Revenue Service, that propose, determine or otherwise
set forth positive adjustments to the federal income tax liability of the
affiliated group (within the meaning of Section 1504(a)(1) of the Internal
Revenue Code) of which the US Borrower is a member aggregating $5,000,000 or
more.

     

    (j)           ERISA.  (i)  ERISA Events and ERISA
Reports.  (A) Promptly and in any event within ten Business
Days after any Loan Party or any ERISA Affiliate knows or has reason to know
that any ERISA Event has occurred, a statement of the Chief Financial Officer of
the US Borrower describing such ERISA Event and the action, if any, that such
Loan Party or such ERISA Affiliate has taken and proposes to take with respect
thereto and (B) on the date any records, documents or other information must be
furnished to the PBGC with respect to any Plan pursuant to Section 4010 of
ERISA, a copy of such records, documents and information.

     

    (k)           Plan
Terminations.  Promptly and in any event within five Business
Days after receipt thereof by any Loan Party or any ERISA Affiliate, copies of
each notice from the PBGC stating its intention to terminate any Plan or to have
a trustee appointed to administer any Plan.

     

    (l)           Multiemployer Plan
Notices.  Promptly and in any event within ten Business Days
after receipt thereof by any Loan Party or any ERISA Affiliate from the sponsor
of a Multiemployer Plan, copies of each notice concerning (A) the imposition of
Withdrawal Liability by any such Multiemployer Plan, (B) the reorganization or
termination, within the meaning of Title IV of ERISA, of any such Multiemployer
Plan or (C) the amount of liability incurred, or that may be incurred, by such
Loan Party or any ERISA Affiliate in connection with any event described in
clause (A) or (B).

     

    (m)           Environmental
Conditions.  Promptly after the assertion or occurrence
thereof, notice of any written Environmental Actions against or of any
noncompliances by any Loan Party or any of its Subsidiaries with any
Environmental Law or Environmental Permit that, individually or in the
aggregate, could (i) reasonably be expected to have a Material Adverse Effect or
(ii) cause any property described in the Mortgages to be subject to any material
restrictions on occupancy or use, or any restriction on ownership or
transferability, under any Environmental Law.

     

    
      
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    (n)           Real
Property.  As soon as available and in any event within 45 days
after the end of each Fiscal Year, a report supplementing Schedules 5.17(c),
5.17(d)(i) and 5.17(d)(ii) hereto, including an identification of all owned and
leased real property disposed of by the US Borrower or any of its Subsidiaries
during such Fiscal Year, a list and description (including the street address,
county or other relevant jurisdiction, state, record owner, book value thereof
and, in the case of leases of property, lessor, lessee, expiration date and
annual rental cost thereof) of all real property acquired or leased during such
Fiscal Year and a description of such other changes in the information included
in such Schedules as may be necessary for such Schedules to be accurate and
complete.

     

    (o)           Insurance.  As
soon as available and in any event within 45 days after the end of each Fiscal
Year, a certificate of insurance summarizing the insurance coverage (specifying
type, amount and carrier) in effect for each US Loan Party and its Subsidiaries
and any such additional information concerning insurance as the Administrative
Agent, may reasonably specify.

     

    (p)           Other
Information.  Such other information respecting the business,
condition (financial or otherwise), operations, performance, properties or
prospects of any Loan Party or any of its Subsidiaries as Administrative Agent,
or any Lender through the Administrative Agent, may from time to time reasonably
request.

     

    (q)           Asbestos
Litigation.  Within 45 days of the end of each fiscal quarter,
a report from the US Borrower summarizing, with respect to such quarter (i) the
number of pending claims at beginning of such quarter, (ii) the number of claims
asserted during such quarter, (iii) the number of claims settled during such
quarter, (iv) the total settlement cost during such quarter (exclusive of
defense cost), (v) the cost paid by insurance companies during such quarter
(exclusive of defense costs), (vi) the cost paid by the US Borrower and its
Subsidiaries during such quarter (exclusive of defense costs), and (vii) the
average settlement cost per claim, together with any other matter that is
required to be reported under the securities laws and a narrative description of
material developments during such quarter.

     

    (r)           Important
Events.  Within five Business Days of any Responsible Officer
acquiring knowledge of (i) any event that could reasonably be expected to have a
Material Adverse Effect or (ii) an Asbestos Event, a report setting forth
details of such event and the action that the US Borrower or its Subsidiaries
has taken and proposes to take with respect thereto.

     

    (s)           Accountants’
Notices.  Promptly upon receipt thereof, copies of any notice,
statement or reportmaterial
audit reports, management letters or written recommendations received by
any Loan Party from any accountant or accounting firm to such Loan Party in
connection with such Loan Party’s accounts or books, or any audit of any of
them.

     

    
      
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    (t)           Foreign
Collateral.  Within 45 days of the end of each fiscal quarter,
a report from the US Borrower or the European Borrower setting forth the book
value (or, if applicable, the appraised value) of all Foreign Collateral, valued
in accordance with US GAAP.

     

    (u)           Inactive
Subsidiaries.  Promptly, and in any event within ten Business
Days after the occurrence thereof, notice of any Inactive Subsidiary ceasing to
be an Inactive Subsidiary.

     

    (v)           After-Acquired Intellectual
Property.  On or before the 45th day following the end of each
fiscal quarter of the US Borrower, notice of all After-Acquired Intellectual
Property (as defined in the Security Agreement) of any Grantor under the
Security Agreement registered or applied for during the preceding quarterly
period.

     

    Documents
required to be delivered pursuant to Section 6.16(b), (c) or (p) (to the extent
any such documents are included in materials otherwise filed with the U.S.
Securities and Exchange Commission) may be delivered electronically and, if so
delivered, shall be deemed to have been delivered on the date (i) on which the
US Borrower posts such documents, or provides a link thereto, on the US
Borrower’s website on the Internet at the website address listed on Schedule
11.02; or (ii) on which such documents are posted on the US Borrower’s behalf on
an Internet or intranet website, if any, to which each Lender and the
Administrative Agent have access (whether a commercial, third-party website or
whether sponsored by the Administrative Agent), provided that (A) the US
Borrower shall deliver paper copies of such documents to the Administrative
Agent or any Lender that requests the US Borrower to deliver such paper copies
until a written request to cease delivering paper copies is given by the
Administrative Agent or such Lender and (B) the US Borrower shall notify the
Administrative Agent and each Lender (by telecopier or electronic mail) of the
posting of any such documents and provide to the Administrative Agent, by
electronic mail, electronic versions (i.e., “soft copies”) of such
documents.  Notwithstanding anything contained herein, in every
instance the US Borrower shall be required to provide paper copies of the
Compliance Certificates required by Section 6.16(b) or (c), as applicable, to
the Administrative Agent.  Except for such Compliance Certificates,
the Administrative Agent shall have no obligation to request the delivery or to
maintain copies of the documents referred to above and, in any event, shall have
no responsibility to monitor compliance by the US Borrower with any such request
for delivery, and each Lender shall be solely responsible for requesting
delivery to it or maintaining its copies of such documents.

     

    
      
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    Each
Borrower hereby acknowledges that (a) the Administrative Agent will make
available to the Lenders and the L/C Issuer all Borrower Materials by posting
the such materials on IntraLinks or another similar electronic system (the
“Platform”) and
(b) certain of the Lenders (each, a “Public Lender”) may
have personnel who do not wish to receive material non-public information with
respect to the Borrowers or their respective Affiliates, or the respective
securities of any of the foregoing, and who may be engaged in investment and
other market-related activities with respect to such Persons’
securities.  Each Borrower hereby agrees that it will use commercially
reasonable efforts to identify that portion of the Borrower Materials that may
be distributed to the Public Lenders and that (w) all such Borrower Materials
shall be clearly and conspicuously marked “PUBLIC,” which, at a minimum, shall
mean that the word “PUBLIC” shall appear prominently on the first page thereof;
(x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to
have authorized the Administrative Agent, the L/C Issuer and the Lenders to
treat such Borrower Materials as not containing any material non-public
information (although it may be sensitive and proprietary) with respect to the
Borrowers or their securities for purposes of United States federal and state
securities laws (provided,
however, that to the extent such Borrower Materials constitute
Information, they shall be treated as set forth in Section 11.07); (y) all
Borrower Materials marked “PUBLIC” are permitted to be made available through a
portion of the Platform designated “Public Side Information;” and (z) the
Administrative Agent shall be entitled to treat any Borrower Materials that are
not marked “PUBLIC” as being suitable only for posting on a portion of the
Platform not designated “Public Side Information.”

     

    6.18.  Financial
Covenants.  So long as any Loan or any other Obligation of any
Loan Party under any Loan Document shall remain unpaid, any Letter of Credit
shall be outstanding or any Lender shall have any Commitment hereunder, the US
Borrower will:

     

    (a)           (i)
Total Leverage
Ratio.  Maintain on the last day of each Measurement Period a
Total Leverage Ratio of not more than 3.25 to 1.00.

     

    (b)           (ii)
Fixed Charge
Coverage Ratio.  Maintain on the last day of each Measurement
Period a Fixed Charge Coverage Ratio of not less than 1.50 to 1.00.

     

    6.19.  German Interest
Deductibility Stripping Ratio.  Cause the European Borrower, in
any business year of the European Borrower in which the aggregate amount of
German Interest Payments exceeds €7.5 million, to maintain that the German
Interest Payments in respect of such business year do not exceed 40% of the
German Tax EBITDA of the German Fiscal Group, unless and to the extent the
German Interest Payments are tax deductible in Germany for any other reason;
provided that the
Borrowers shall not be deemed to be in default under this Section 6.19 in any
such business year if (a) such default could only be avoided by the US Borrower
making additional equity Investments in Allweiler Group GmbH by its direct
parent company, (b) such equity Investments are not otherwise permitted by
Section 7.06, and (c) the Required Lenders shall have failed to consent to such
additional equity Investments under Section 7.06 following a request for such
consent by the US Borrower (which consent shall reference this Section
6.19).

     

    ARTICLE
VII

    NEGATIVE
COVENANTS

     

    So long
as any Lender shall have any Commitment hereunder, any Loan or other Obligation
of any Loan Party shall remain unpaid or unsatisfied, or any Letter of Credit
shall remain outstanding, neither Borrower shall:

     

    
      
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    7.01.     Liens.  Create,
incur, assume or suffer to exist, or permit any of its Subsidiaries to create,
incur, assume or suffer to exist, any Lien on or with respect to any of its
properties of any character (including, without limitation, accounts) whether
now owned or hereafter acquired, or sign or file or suffer to exist, or permit
any of its Subsidiaries to sign or file or suffer to exist, under the Uniform
Commercial Code of any jurisdiction, a financing statement that names the US
Borrower or any of its Subsidiaries as debtor, or sign or suffer to exist, or
permit any of its Subsidiaries to sign or suffer to exist, any security
agreement authorizing any secured party thereunder to file such financing
statement, or assign, or permit any of its Subsidiaries to assign, any accounts
or other right to receive income, except:

     

    (a)           Liens
created under the Loan Documents;

     

    (b)           Permitted
Liens;

     

    (c)           Liens
existing on the date hereof and described on Schedule 5.17(b)
hereto;

     

    (d)           purchase
money Liens upon or in real property or equipment acquired or held by the US
Borrower or any of its Subsidiaries 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 any such property or
equipment to be subject to such Liens, or Liens existing on any such property or
equipment at the time of acquisition (other than any such Liens created in
contemplation of such acquisition that do not secure the purchase price), 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 property other
than the property or equipment being acquired, and no such extension, renewal or
replacement shall extend to or cover any property not theretofore subject to the
Lien being extended, renewed or replaced; and provided, further, that the
aggregate principal amount of the Debt secured by Liens permitted by this clause
(d) shall not exceed the amount permitted under Section 7.02(c)(ii) at any time
outstanding;

     

    (e)           Liens
arising in connection with Capitalized Leases permitted under Section
7.02(c)(iv); provided
that no such Lien shall extend to or cover any Collateral or assets other than
the assets subject to such Capitalized Leases;

     

    (f)         
 Liens to
secure obligations under letters of credit or Bank Guarantees permitted under
Section 7.02(c)(v); provided
that such
obligations are in an aggregate amount not to exceed $20,000,000 outstanding at
any time; and provided,
further, that the
holder of any such Lien on any Collateral shall enter into an intercreditor
agreement acceptable to the Administrative Agent pursuant to which such holder
shall agree that its Lien on any Collateral is pari passu with
that of the Collateral Agent; and

     

    (g)          (f)
other Liens securing Debt outstanding in an aggregate principal amount
not to exceed $5,000,000; provided that no such Lien
shall extend to or cover any Collateral.

     

    7.02.    
 Debt.  Create,
incur, assume or suffer to exist, or permit any of its Subsidiaries to create,
incur, assume or suffer to exist, any Debt, except:

     

    
      
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    (a)           in
the case of any Loan Party, (i) Debt in respect of Hedge Agreements required to
be maintained pursuant to Section 6.15, and such other Hedge Agreements entered
into to hedge against fluctuations in interest rates or foreign exchange rates
and the price of metals incurred in the ordinary course of business and
consistent with prudent business practice, and (ii) Debt in respect of any
Existing Letter of Credit or any Bank Guarantee to the extent that a Letter of
Credit has been issued and is outstanding hereunder to support such Loan Party’s
reimbursement obligation in respect of such Existing Letter of Credit or Bank
Guarantee;

     

    (b)           (i) in
the case of any Foreign Subsidiary, unsecured Debt owed to the
European Borrower or Allweiler Group GmbH or to another Foreign Subsidiary which
is aany
Secured Loan Party of
which such first Foreign Subsidiary is a direct or indirect Wholly Owned
Subsidiary, (ii) in the case of any other Subsidiary of the US Borrower,
unsecured Debt owed to the US Borrower or to a Wholly Owned Subsidiary (other
than a Foreign Subsidiary) of the US Borrower, (iii) in the case of any
Subsidiary of the European Borrower, unsecured Debt owed to the European
Borrower or to a Wholly Owned Subsidiary of the European Borrower which is a
Secured Loan Party, and (ivby the US
Borrower or any Wholly Owned Subsidiary and (ii) additional unsecured
Debt owed by any
Loan Partythe US
Borrower or any of its Subsidiaries to any
other Loan Partythe US
Borrower or any of its Subsidiaries in an
aggregate amount not to exceed $100,000,000 outstanding at any time less the
aggregate amount of equity Investments made after the Closing Date pursuant to
Section 7.06(a)(iv); provided that, in each case,
such Debt (A) owed to a US Obligations Guarantor shall constitute Pledged Debt
securing the Guaranteed Obligations, (B) shall be on terms acceptable to the
Administrative Agent, (C) shall be evidenced by promissory notes in form and
substance satisfactory to the Administrative Agent, and such promissory notes
shall be pledged as security for the Obligations of the holder thereof under the
Loan Documents to which such holder is a party and delivered to the
Administrative Agent pursuant to the terms of the Security Agreement, and
(D) in the case of clause (iv), shall not exceed an aggregate amount of
$50,000,000 outstanding at any time less the
aggregate amount of equity Investments made after the Closing Date pursuant to
Section 7.06(a)(iv);

     

    (c)          in
the case of the US Borrower and its Subsidiaries,

     

    (i)           Debt
under the Loan Documents,

     

    (ii)          Debt
secured by Liens permitted by Section 7.01(d) not to exceed in the aggregate
$20,000,000 at any time outstanding,

     

    (iii)         unsecured
trade payables not overdue by more than 60 days incurred in the ordinary course
of business, and

     

    (iv)         (A)
Capitalized Leases, (B) in the case of Capitalized Leases to which any
Subsidiary is a party, Debt of the US Borrower of the type described in clause
(i) of the definition of “Debt” guaranteeing the Obligations of such Subsidiary
under such Capitalized Leases and (C) other Debt, for all of clauses (A), (B)
and (C) in an aggregate amount not to exceed $50,000,000 at any time outstanding
(in the case of Capitalized Leases, as determined in accordance with US
GAAP),
and

     

    
      
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    (v)           Debt in
respect of letters of credit or Bank Guarantees (other than those issued
pursuant to this Agreement) in an aggregate amount not to exceed $20,000,000
outstanding at any time;

     

    (d)           Surviving
Debt outstanding on the Closing Date without any extension, renewal or
refinancing thereof; and

     

    (e)           unsecured
Debt of the US Borrower, so long as (A) such Debt does not mature until at least
six months after the Maturity Date and has no scheduled amortization prior to
that date, (B) after giving effect to the incurrence of such Debt, the US
Borrower and the Loan Parties shall be in pro forma compliance with the
financial covenants set forth in Section 6.18, (C) at the time of incurrence of
such Debt and after giving effect thereto, no Default or Event of Default shall
have occurred or be continuing and (D) the documentation governing such Debt
contains customary market terms reasonably satisfactory to the Administrative
Agent, including, without limitation, if such Debt is subordinated Debt,
provisions subordinating such Debt to the Obligations of the Loan Parties under
the Loan Documents.

     

    7.03.       Change in Nature of
Business.  MakeConduct,
transact or engage, or permit any of its Subsidiaries to make,
any material change in the nature of its business as carried on at the date
hereof.conduct,
transact or engage, in any business or operation other than industrial
manufacturing and services and activities related thereto.

     

    7.04.       Fundamental
Changes.  Merge into or consolidate with any Person or permit
any Person to merge into it, or permit any of its Subsidiaries to do so, except
that:

     

    (a)           subject
to continuing compliance with the Collateral and Guarantee Requirements, (A) any
Subsidiary of the Company that is not a Foreign Subsidiary may merge into or
consolidate with any other Subsidiary of the Company that is not a Foreign
Subsidiary, (B) any Subsidiary of the European Borrower may merge into or
consolidate with any other Subsidiary of the European Borrower, and (C) any
Foreign Subsidiary may merge or consolidate with any other Foreign Subsidiary
organized under the laws of the same jurisdiction; provided that, in each such
case, the Person formed by such merger or consolidation shall be a Wholly Owned
Subsidiary of the US Borrower, and provided, further, that in
the case of any such merger or consolidation to which a Guarantor is a party,
the Person formed by such merger or consolidation shall be a Guarantor, and in
the case of any such merger or consolidation to which any Secured Loan Party is
a party, the Person formed by such merger or consolidation shall be a Secured
Loan Party;

     

    (b)           in
connection with any sale or other disposition permitted under Section 7.05
(other than clause (b) thereof), any Subsidiary of the US Borrower (other than
the European Borrower) may merge into or consolidate with any other Person or
permit any other Person to merge into or consolidate with it; and

     

    
      
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    (c)           any
US Subsidiary of the US Borrower that is a corporation may convert to a limited
liability company and, in connection with such conversion, may change its legal
name and rights (charter and statutory) to effect such conversion, provided that such US
Subsidiary (i) provides notice thereof to the Administrative Agent at least 10
Business Days before such conversion or change, (ii) executes and/or delivers
such certificates, confirmations, opinions and other documents and takes such
other action as the Administrative Agent may reasonably require to evidence
and/or confirm the obligations of such US Subsidiary under the Loan Documents
and the continued validity, priority and perfection of any security interests
and other Liens granted by such US Subsidiary under the Loan Documents, and
(iii) complies with the notice requirements in Section 13 of the Security
Agreement relating to any such change of name;

     

    provided, however, that, (A)
no European Loan Party shall change the jurisdiction of its organization to
another country, and (B) in each case, immediately before and after giving
effect thereto, no Default shall have occurred and be continuing or would result
therefrom on a pro
forma basis.  Notwithstanding
anything to the contrary set forth in any Loan Document, the US Borrower may
form or cause the formation of a Wholly Owned First-Tier Foreign Subsidiary that
will be a direct or indirect parent of Allweiler Group GmbH (“Allweiler Group”)
and/or IMO Aktiebolag (“IMO AB”); provided
that (i)
65% of the Equity Interest of such Wholly Owned First-Tier Foreign Subsidiary
shall be pledged to the Collateral Agent for the benefit of the Secured Parties
in accordance with this Agreement and the other Loan Documents (ii) each of
Allweiler Group and IMO AB shall continue to be a European Guarantor and its
respective Collateral shall continue to secure the European Obligations under
the Loan Documents, (iii) each parent of Allweiler Group and IMO AB shall become
a European Guarantor and shall pledge  the Equity Interests of
Allweiler Group and IMO AB, as applicable, in its capacity as a European
Guarantor and (iv) each parent of the European Borrower shall pledge the Equity
Interests of the European Borrower.

     

    7.05.    Dispositions.  Dispose
of, or permit any of its Subsidiaries to Dispose of, any assets, or grant any
option or other right to purchase, lease or otherwise acquire any assets,
except:

     

    (a)           sales
and leases of inventory in the ordinary course of its business, provided that the aggregate
book value of all inventory subject to any such leases at any time shall not
exceed $20,000,000;

     

    (b)           in
a transaction authorized by Section 7.04;

     

    (c)           (i)
Dispositions of assets among Loan Parties (other than, except to the
extent otherwise permitted by this Section 7.05,7.05 and
as otherwise would not materially impair the Collateral or the Secured Parties’
security interest therein, asset transfers to or by the US Borrower or
the Company or any Disposition by any US Subsidiary to a Foreign
Subsidiary) and (ii)
Dispositions of assets among Subsidiaries of the US Borrower to the extent such
assets do not constitute Collateral;

     

    
      
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    (d)          Dispositions
of assets
(including any Disposition of assets pursuant to the Restructuring) for
cash and/or promissory notes, provided that at least 85% of
such proceeds consist of cash, and that such Dispositions are for fair value
(other than minority interests in Subsidiaries) in an aggregate amount not to
exceed $30,000,000 in any Fiscal Year (which,
for purposes of determining compliance with such aggregate limit, the proceeds
of the Disposition of assets pursuant to the Restructuring with a book value not
in excess of $10,000,000 shall be excluded from this aggregate limit), in
each case so long as no Default shall have occurred and be continuing or would
result from such sale;

     

    (e)          Dispositions
of obsolete assets having a book value of zero; and

     

    (f)           any
Approved Asbestos Insurance Settlement;
and

     

    (g)          Dispositions constituting
the licensing of intangible assets in the ordinary course between Subsidiaries
of the US Borrower or between the US Borrower and any of its
Subsidiaries;

     

    provided that in the case of
Dispositions pursuant to clause (d) above, the applicable Borrower shall, on the
date of receipt by any Loan Party or any of its Subsidiaries of the Net Cash
Proceeds from such Disposition, prepay the Loans pursuant to, and in the amount
and order of priority set forth in, Section 2.05(b), as specified therein; provided, further, that in
each case (other than the case of clause (ia)
above), immediately before and after giving effect thereto, no Default shall
have occurred and be continuing or would result therefrom on a pro forma basis.

     

    7.06.   
  Investments.  Make
or hold, or permit any of its Subsidiaries to make or hold, any Investment in
any Person, except (without duplication):

     

    (a)          (i)
equity Investments by the US Borrower and its Subsidiaries in their Subsidiaries
outstanding on the date hereof, (ii) additional equity Investments in Loan
Parties that are not Foreign Subsidiaries, (iviiii)
additional investments by Foreign Subsidiaries in other Foreign Subsidiaries
that are Secured Loan Parties, and (iv) additional equity Investments in Wholly
Owned Foreign Subsidiaries in an aggregate amount not to exceed $50,000,000100,000,000
less the aggregate
amount of Debt owing at such time under Section 7.01(b)(iv);7.02(b)(iv);
provided, that
for purposes of this clause (iv), equity Investment in a Wholly Owned Foreign
Subsidiary that is subsequently invested in a Wholly Owned Foreign Subsidiary of
such Subsidiary shall be deemed one Investment for purposes of calculating the
aggregate amount of such Investment.

     

    (b)          loans
and advances to employees in the ordinary course of the business of the US
Borrower and its Subsidiaries as presently conducted in an aggregate principal
amount not to exceed $2,500,000 at any time outstanding;

     

    (c)          Investments
by the US Borrower and its Subsidiaries in Cash Equivalents;

     

    (d)          Investments
existing on the date hereof and described on Schedule 5.17(e)
hereto;

     

    (e)          Investments
by the Borrowers in Hedge Agreements permitted under Section
7.02(a);

     

    
      
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    (f)           Investments
consisting of intercompany Debt permitted under Section 7.02;

     

    (g)          Investments
(including Debt obligations) received in connection with the bankruptcy or
reorganization of suppliers and customers and in settlement of delinquent
obligations of, and other disputes with, customers and suppliers arising in the
ordinary course of business to the extent that the US Borrower or relevant
Subsidiary was a creditor of such customer or supplier at the time of filing of
such bankruptcy, reorganization or at the time such obligation became delinquent
or such dispute arose, as the case may be;

     

    (h)          Investments
by the US Borrower and its Subsidiaries consisting of the purchase or other
acquisition of all of the Equity Interests of another Person or the assets
comprising a division or business unit or a substantial part or all of the
business of another Person (which,
for purposes of calculating the aggregate amount of Investments in Section
7.06(a)(iv), shall exclude the amount of any Investment made by the US Borrower
or any of its Subsidiaries in another Subsidiary for the sole purpose of such
Subsidiary acquiring such Equity Interest or assets); provided that:

     

     (i)           the
aggregate amount of all such Investments from and after the ClosingAmendment
No.1 Effective Date shall not exceed $200,000,000;

     

     (ii)          such
Investment shall not include or result in any contingent liabilities that could
reasonably be expected to be material to the business, financial condition,
operations or prospects of the US Borrower and its Subsidiaries, taken as a
whole (as determined in good faith by the board of directors (or persons
performing similar functions) of the US Borrower or such Subsidiary if the board
of directors is otherwise approving such transaction and, in each other case, by
a Responsible Officer);

     

     (iii)         such
Investment shall be in property and assets which are part of, or in lines of
business which are, or of a Person which is in, substantially the same lines of
business as one or more of the principal businesses of the US Borrower and its
Subsidiaries in the ordinary course, which
for purposes of this clause (iii), the principal business of the US Borrower and
its Subsidiaries is industrial manufacturing and related services and
activities;

     

     (iv)        any
determination of the amount of such Investment shall include all cash and
noncash consideration (including, without limitation, the fair market value of
all Equity Interests issued or transferred to the sellers thereof, all
indemnities, earnouts and other contingent payment obligations to, and the
aggregate amounts paid or to be paid under noncompete, consulting and other
affiliated agreements with, the sellers thereof, all write-downs of property and
assets and reserves for liabilities with respect thereto and all assumptions of
debt, liabilities and other obligations in connection therewith) paid, assumed
or incurred by or on behalf of the US Borrower and its Subsidiaries in
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     (v)          (A)
immediately before and immediately after giving pro forma effect to any such
purchase or other acquisition, no Default shall have occurred and be continuing
and (B) immediately after giving effect to such purchase or other acquisition,
the US Borrower and its Subsidiaries shall be in pro forma compliance with all
of the financial covenants set forth in Section 6.18, such compliance to be
determined on the basis of the financial information most recently delivered to
the Administrative Agent and the Lenders as though such Investment had been
consummated as of the first day of the fiscal period covered
thereby;

     

     (vi)         the
US Borrower shall have delivered to the Administrative Agent, on behalf of the
Lenders, at least five Business Days (or such shorter period as may be agreed by
the Administrative Agent) prior to the date on which any such purchase or other
acquisition is to be consummated, a certificate of a Responsible Officer, in
form and substance reasonably satisfactory to the Administrative Agent,
certifying that all of the requirements set forth in this clause (i) have been
satisfied or will be satisfied on or prior to the consummation of such purchase
or other acquisition; and

     

     (vii)        immediately
after giving effect to any such Investment there shall be no less than
$20,000,000 of availability under the Revolving Credit Facility.

     

     (i)          additional
Investments by the US Borrower and its Subsidiaries in Subsidiaries (other than
Wholly Owned Subsidiaries) and in joint ventures in an aggregate amount not to
exceed $35,000,000; and

     

     (j)         
other Investments not otherwise permitted under this Section 7.06 in an
aggregate amount not to exceed $25,000,000.

     

    7.07.  Restricted
Payments.  Declare
or pay any dividends, purchase, redeem, retire, defease or otherwise acquire for
value any of its Equity Interests now or hereafter outstanding, return any
capital to its stockholders, partners or members (or the equivalent Persons
thereof) as such, make any distribution of assets, Equity Interests, obligations
or securities to its stockholders, partners or members (or the equivalent
Persons thereof) as such or issue or sell any Equity Interests, or accept any
capital contributions or permit any of its Subsidiaries to do any of the
foregoing, or permit any of its Subsidiaries to purchase, redeem, retire,
defease or otherwise acquire for value any Equity Interests in the US Borrower
or to issue or sell any Equity Interests in the US Borrower, except that, so
long as no Default shall have occurred and be continuing at the time of any
action described below or would result therefrom on a pro forma basis:

     

     (a)         the
US Borrower may (i) declare and pay dividends and distributions payable its
common stock and purchase, redeem, retire, defease or otherwise acquire shares
of its capital stock with the proceeds received contemporaneously from the issue
of new shares of its capital stock with equal or inferior voting powers,
designations, preferences and rights, and (ii) declare and pay dividends and
distributions in cash and purchase, redeem, retire, defease or otherwise acquire
shares of its capital stock with cash, provided that the aggregate amount paid
in cash by the US Borrower pursuant to this clause (ii) in any Fiscal Year of
the US Borrower shall not exceed $10,000,000;


    
      
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     (b)         any
Subsidiary of the US Borrower may (i) declare and pay cash dividends to the US
Borrower, (ii) declare and pay cash dividends to the European Borrower (in the
case of any Subsidiary of the European Borrower) or any Wholly Owned Subsidiary
of the US Borrower of which it is a Subsidiary and (iii) accept capital
contributions from the US Borrower to the extent permitted under Section
7.06(a);

     

     (c)         any
Subsidiary of the US Borrower may declare and pay cash dividends to the US
Borrower as required to pay taxes under the Tax Sharing Agreement;

     

     (d)         any
Subsidiary of the US Borrower may declare and pay cash dividends, directly or
indirectly, to the US Borrower as necessary for the US Borrower to pay expenses
relating to the operation of the US Borrower in the ordinary course of business;
and

     

     (e)          the
Borrower may make IPO payments prior to, on or promptly following the Closing
Date.

     

    For the
avoidance of doubt, any release of funds, not exceeding a total amount of
€55,603.12, held in escrow (hinterlegt) with
Landesoberkasse Baden-Württemberg, to former shareholders of the European
Borrower in the context of their squeeze-out from the European Borrower shall
not be subject to this Section 7.07.

     

    7.08.  Lease
Obligations.  Create,
incur, assume or suffer to exist, or permit any of its Subsidiaries to create,
incur, assume or suffer to exist, any obligations as lessee (a) for the rental
or hire of real or personal property in connection with any sale and leaseback
transaction, or (b) for the rental or hire of other real or personal property of
any kind under leases or agreements to lease (including, without limitation,
Capitalized Leases) having an original term of one year or more that would cause
the direct and contingent liabilities of the US Borrower and its Subsidiaries,
on a Consolidated basis, in respect of all such obligations to exceed
$50,000,000 payable in any Fiscal Year.

     

    7.09.  Amendments of Constitutive
Documents.  Amend,
or permit any of its Subsidiaries to amend, its certificate of incorporation or
bylaws or other constitutive documents, other than amendments (a) that could not
be reasonably expected to have a Material Adverse Effect or (b) that are
otherwise expressly permitted pursuant to this Agreement.

     

    7.10.  Accounting
Changes
(a).  Make or permit, or permit any of its Subsidiaries to make or
permit, any change in (a) accounting policies or reporting practices, except as
required by generally accepted accounting principles, or (b) its or their Fiscal
Year.

     

    7.11.  Prepayments, Etc., of
Debt
(a).  Prepay, redeem, purchase, defease or otherwise satisfy prior to
the scheduled maturity thereof in any manner, or make any payment in violation
of any subordination terms of, any Debt, except (a) the prepayment of the Credit
Extensions in accordance with the terms of this Agreement, (b) the prepayment of
trade Debt to receive discounts or other favorable payment terms or incentives,
(c) regularly scheduled or required repayments or redemptions of Surviving Debt,
and (d) prepayment of Debt payable to the US Borrower or any of its
Subsidiaries; or amend, modify or change in any manner any term or condition of
any Surviving Debt, or permit any of its Subsidiaries to do any of the
foregoing, .


    
      
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    7.12.  Negative
Pledge.  Enter
into or suffer to exist, or permit any of its Subsidiaries to enter into or
suffer to exist, any agreement prohibiting or conditioning the creation or
assumption of any Lien upon any of its property or assets except agreements (a)
in favor of the Secured Parties, (b) evidencing any Surviving Debt, (c)
evidencing purchase money Debt permitted by Section 7.02(c)(ii) solely to the
extent that the agreement or instrument governing such Debt prohibits a Lien on
the property acquired with the proceeds of such Debt or (d) evidencing any
Capitalized Lease permitted by Section 7.02(c)(iv) solely to the extent that
such Capitalized Lease prohibits a Lien on the property subject
thereto.

     

    7.13.  Partnerships,
Etc.  Become
a general partner in any general or limited partnership or joint venture, or
permit any of its Subsidiaries to do so, other than any Subsidiary the sole
assets of which consist of its interest in such partnership or joint
venture.

     

    7.14.  Speculative
Transactions.  Engage,
or permit any of its Subsidiaries to engage, in any transaction involving
commodity options or futures contracts or any similar speculative transactions
(excluding (a) Hedge Agreements required to be entered into hereunder, (b) such
contracts entered into in the ordinary course of business to address interest or
exchange rate risks, and (c) such contracts entered to address price
fluctuations of metals for legitimate hedging purposes).

     

    7.15.  Capital
Expenditures.  Make,
or permit any of its Subsidiaries to make, any Capital Expenditures during a
Fiscal Year that would cause the aggregate of all such Capital Expenditures made
by the US Borrower and its Subsidiaries during such Fiscal Year to exceed
$30,000,000; provided,
however, that so long as no Default has occurred and is continuing or
would result from such expenditure, up to $15,000,000 of such amount, if not
expended in the Fiscal Year for which it is permitted by the preceding clause,
may be carried over for expenditure in the next following Fiscal
Year.

     

    7.16.  Formation of
Subsidiaries.  Organize
or invest in, or permit any of its Subsidiaries to organize or invest in, any
new Subsidiary except as permitted under Section 7.06(a), (h) or
(i).

     

    7.17.  Payment Restrictions
Affecting Subsidiaries.  Directly
or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries
to enter into or suffer to exist, any agreement or arrangement limiting the
ability of any of its Subsidiaries to declare or pay dividends or other
distributions in respect of its Equity Interests or repay or prepay any Debt
owed to, make loans or advances to, or otherwise transfer assets to or invest
in, the US Borrower or any Subsidiary of the US Borrower (whether through a
covenant restricting dividends, loans, asset transfers or investments, a
financial covenant or otherwise), except the Loan Documents.


    
      
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    7.18.  Asbestos
Litigation.  Amend,
modify or change any term or condition of any agreement, instrument, consent,
order or other document with respect to the asbestos litigation relating to the
US Borrower or any of its Subsidiaries that could reasonably be expected to have
a Material Adverse Effect or give any consent, waiver or approval thereunder,
waive any default under or any breach of any term or condition thereof, agree in
any manner to any other amendment, modification or change of any term or
condition of any such documents or take any other action in connection with any
such documents that would impair the value of the interest or rights of the US
Borrower or any of its Subsidiaries thereunder, or permit any of its
Subsidiaries to do any of the foregoing; provided that this Section
7.18 shall not apply to any Approved Asbestos Insurance Settlement.

     

    7.19.  Stated Share
Capital.  Each
German European Guarantor shall (and the US Borrower shall, and shall cause each
of its Subsidiaries which is a shareholder of a German European Guarantor to)
ensure that the stated share capital (Stammkapital) of each such
German European Guarantor, as at the date hereof, is not increased unless such
increase is:

     

     (a)         required
by law, or

     

     (b)         made
with the consent of the Administrative Agent (such consent not to be
unreasonably withheld);

     

    provided that, in relation to
paragraphs (a) and (b) above, no such increase in the stated share capital
(Stammkapital) of such
German European Guarantor shall be permitted under this Section 7.19 unless each
Subsidiary of the US Borrower that is a shareholder of that German European
Guarantor shall have taken all other possible action to meet the relevant
above-mentioned requirements without increasing the stated share capital (Stammkapital) of such German
European Guarantor (including, without limiting the generality of the foregoing,
increasing the capital reserves (Rücklagen) as referred to in
section 266, para 3, items II. and III. of the German Commercial Code (Handelsgesetzbuch – HGB) of that German European
Guarantor), and in the event that an increase in the stated share capital (Stammkapital) is required,
such increase shall be limited to the minimum increase necessary to enable
compliance with the relevant requirement.

     

    7.20.  Limitations of Negative
Covenants.  Notwithstanding
the above provisions of this Article VII, the covenants set forth in Sections
7.03, 7.04, 7.05, 7.06, 7.07, 7.09, 7.10, 7.13 and 7.19 (the “Relevant Restrictive
Covenants”) shall not apply to a Loan Party whose Relevant Jurisdiction
is Germany (each a “Specified German Loan
Party”) or any of its Subsidiaries from time to time whose Relevant
Jurisdiction is Germany (together with each Specified German Loan Party, the
“German
Group”).

     

     (a)          Each
Specified German Loan Party shall give the Administrative Agent no less than ten
Business Days’ prior written notice of the intention of it or of its
Subsidiaries whose Relevant Jurisdiction is Germany to carry out any of the acts
or take any of the steps referred to in the Relevant Restrictive
Covenants.

     

     (b)         The
Administrative Agent shall be entitled, within ten Business Days of receipt of
the relevant Specified German Loan Party’s notice under Section 7.20(a), to
request the relevant Specified German Loan Party to supply to the Administrative
Agent, in sufficient copies for the Lenders, any relevant information in
connection with the proposed action or steps referred to in such notice as the
Administrative Agent may consider necessary for the purpose of this Section
7.20, and the relevant Specified German Loan Party shall supply such further
information promptly and, in any event, within ten Business Days of the request
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     (c)          The
Administrative Agent shall notify the relevant Specified German Loan Party,
within ten Business Days of receipt of the relevant Specified German Loan
Party’s notice under Section 7.20(a) or if additional information has been
requested by the Administrative Agent within the prescribed time, within ten
Business Days of receipt of such information, whether the proposed action or
steps under Section 7.20(b) is or is, in the reasonable opinion of the
Administrative Agent, acting on the instructions of the Required Lenders,
expected to have a Material Adverse Effect.

     

     (d)         If
the proposed action or steps under Section 7.20(b) is so considered by the
Administrative Agent to have a Material Adverse Effect and the relevant member
of the German Group nevertheless takes such action or steps under Section
7.20(b), the Administrative Agent shall be entitled to make (and, if so
instructed by the Required Lenders, shall make) the declaration, request and/or
instruction set out in Section 8.02 and exercise the other rights in accordance
with Section 8.02.

     

    ARTICLE
VIII

    EVENTS OF DEFAULT AND
REMEDIES

     

    8.01.  Events of
Default.  If
any of the following events (“Events of Default”)
shall occur and be continuing:

     

     (a)         (i)
(i) either Borrower shall fail to pay, in the currency required
hereunder, any principal of any Loan or any L/C Obligation or deposit any funds
as cash collateral in respect of L/C Obligations when the same shall become due
and payable or (ii) either Borrower shall fail to pay, in the currency required
hereunder, any interest on any Loan or on any L/C Obligation, or any Loan Party
shall fail to make any other payment, in the currency required hereunder, under
any Loan Document, in each case under this clause (ii), within three Business
Days after the same shall become due and payable; or

     

     (b)         (ii)
any representation or warranty made by any Loan Party (or any of its
officers) under or in connection with any Loan Document shall prove to have been
incorrect in any material respect when made or deemed made; or

     

     (c)         (iii)
any Loan Party shall fail to perform or observe any term, covenant or
agreement contained in Section 6.05, 6.06, 6.09, 6.10, 6.12, 6.15 or 6.18 or in
Article VII; or

     

     (d)         (iv)
any Loan Party shall fail to perform or observe any other term, covenant
or agreement contained in any Loan Document on its part to be performed or
observed if such failure shall remain unremedied for 15 days after the earlier
of the date on which (i) a Responsible Officer becomes aware of such failure or
(ii) written notice thereof shall have been given to either Borrower by the
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    (e)           (v)
any Loan Party or any of its Subsidiaries shall fail to pay any principal
of, premium or interest on or any other amount payable in respect of any Debt of
such Loan Party or such Subsidiary (as the case may be) that is outstanding in a
principal amount (or, in the case of any Hedge Agreement, an Agreement Value) of
at least $10,000,000 either individually or in the aggregate for all such Loan
Parties and Subsidiaries (but excluding Debt outstanding hereunder), 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
otherwise to cause, or to permit the holder thereof to cause, such Debt to
mature; 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

     

    (f)           (vi)
any Loan Party 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 any Loan Party 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 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)
that is being diligently contested by it in good faith, 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 any substantial part of its
property) shall occur; or any Loan Party or any of its Subsidiaries shall take
any corporate action to authorize any of the actions set forth above in this
subsection (f); or

     

    (g)          (vii)
any judgments or orders, either individually or in the aggregate, for the
payment of money in excess of $10,000,000 shall be rendered against any Loan
Party or any of its Subsidiaries and either (i) enforcement proceedings shall
have been commenced by any creditor upon such judgment or order or (ii) there
shall be any period of ten consecutive days during which a stay of enforcement
of such judgment or order, by reason of a pending appeal or otherwise, shall not
be in effect; provided
that no Event of Default shall be deemed to occur under this Section 8.01(g)
solely by reason of any Approved Litton Judgment; or

     

    (h)          (viii)
any nonmonetary judgment or order shall be rendered against any Loan
Party or any of its Subsidiaries that could be reasonably likely to have a
Material Adverse Effect, and there shall be any period of ten consecutive days
during which a stay of enforcement of such judgment or order, by reason of a
pending appeal or otherwise, shall not be in effect; or

     

    (i)           (ix)
any provision of any Loan Document after delivery thereof pursuant to
Section 4.01, 4.02 or 6.10 shall for any reason cease to be valid and binding on
or enforceable against any Loan Party party to it in any material respect, or
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     (j)          (x)
any Collateral Document or financing statement after delivery thereof
pursuant to Section 4.01, 4.02, or 6.10 shall for any reason (other than
pursuant to the terms thereof) cease to create a valid and perfected
first-priority lien on and security interest in the Collateral purported to be
covered thereby (subject to Permitted Priority Liens); or

     

     (k)         (xi)
a Change of Control shall occur; or

     

     (l)          (xii)
any ERISA Event shall have occurred with respect to a Plan and the sum
(determined as of the date of occurrence of such ERISA Event) of the
Insufficiency of such Plan and the Insufficiency of any and all other Plans with
respect to which an ERISA Event shall have occurred and then exist (or the
liability of the Loan Parties and the ERISA Affiliates related to such ERISA
Event) exceeds $5,000,000; or

     

     (m)        (xiii)
any Loan Party or any ERISA Affiliate shall have been notified by the
sponsor of a Multiemployer Plan that it has incurred Withdrawal Liability to
such Multiemployer Plan in an amount that, when aggregated with all other
amounts required to be paid to Multiemployer Plans by the Loan Parties and the
ERISA Affiliates as Withdrawal Liability (determined as of the date of such
notification), exceeds $5,000,000 or requires payments exceeding $1,000,000 per
annum; or

     

     (n)         (xiv)
any Loan Party or any ERISA Affiliate shall have been notified by the
sponsor of a Multiemployer Plan that such Multiemployer Plan is in
reorganization or is being terminated, within the meaning of Title IV of ERISA,
and as a result of such reorganization or termination the aggregate annual
contributions of the Loan Parties and the ERISA Affiliates to all Multiemployer
Plans that are then in reorganization or being terminated have been or will be
increased over the amounts contributed to such Multiemployer Plans for the plan
years of such Multiemployer Plans immediately preceding the plan year in which
such reorganization or termination occurs by an amount exceeding $5,000,000;
or

     

     (o)         (xv)
an “Event of Default” (as defined in any Mortgage) shall have occurred
and be continuing.

     

    8.02.  Remedies upon Event of
Default.  If
any Event of Default occurs and is continuing, the Administrative Agent shall,
at the request of, or may, with the consent of, the Required Lenders, take any
or all of the following actions:

     

    (a)           declare
the commitment of each Lender to make Loans and any obligation of the L/C Issuer
to make L/C Credit Extensions to be terminated, whereupon such commitments and
obligation shall be terminated;

     

    (b)           declare
the unpaid principal amount of all outstanding Loans, all interest accrued and
unpaid thereon, and all other amounts owing or payable hereunder or under any
other Loan Document to be immediately due and payable, without presentment,
demand, protest or other notice of any kind, all of which are hereby expressly
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    (c)           require
that the Borrowers Cash Collateralize the L/C Obligations (in an amount equal to
the then Outstanding Amount thereof); and

     

    (d)           exercise
on behalf of itself, the Lenders and the L/C Issuer all rights and remedies
available to it, the Lenders and the L/C Issuer under the Loan
Documents;

     

    provided, however, that upon
the occurrence of an actual or deemed entry of an order for relief with respect
to the Borrowers under the Bankruptcy Code of the United States, the obligation
of each Lender to make Loans and any obligation of the L/C Issuer to make L/C
Credit Extensions shall automatically terminate, the unpaid principal amount of
all outstanding Loans and all interest and other amounts as aforesaid shall
automatically become due and payable, and the obligation of the Borrowers to
Cash Collateralize the L/C Obligations as aforesaid shall automatically become
effective, in each case without further act of the Administrative Agent or any
Lender.

     

    8.03.  Application of
Funds.  After
the exercise of remedies provided for in Section 8.02 (or after the Loans have
automatically become immediately due and payable and the L/C Obligations have
automatically been required to be Cash Collateralized as set forth in the
proviso to Section 8.02), any amounts received on account of the Obligations of
the Loan Parties under the Loan Documents shall be applied by the Administrative
Agent in the following order:

     

    First, to payment of that
portion of such Obligations constituting fees, indemnities, expenses and other
amounts (including fees, charges and disbursements of counsel to the
Administrative Agent and amounts payable under Article III) payable to the
Administrative Agent in its capacity as such;

     

    Second, to payment of that
portion of such Obligations constituting fees, expenses, indemnities and other
amounts (other than principal, interest and Letter of Credit Fees) payable to
the Lenders and the L/C Issuer (including reasonable fees, charges and
disbursements of counsel to the respective Lenders and the L/C Issuer arising
under the Loan Documents and amounts payable under Article III), ratably among
them in proportion to the respective amounts described in this clause Second payable to
them;

     

    Third, to payment of that
portion of such Obligations constituting accrued and unpaid Letter of Credit
Fees and interest on the Loans, L/C Borrowings and other Obligations arising
under the Loan Documents, ratably among the Lenders and the L/C Issuer in
proportion to the respective amounts described in this clause Third payable to
them;

     

    Fourth, to payment of that
portion of such Obligations constituting unpaid principal of the Loans, L/C
Borrowings and Obligations then owing under Secured Hedge Agreements and Secured
Cash Management Agreements, ratably among the Lenders, the L/C Issuer, the Hedge
Banks and the Cash Management Banks in proportion to the respective amounts
described in this clause Fourth held by
them;

     

    Fifth, to the Administrative
Agent for the account of the L/C Issuer, to Cash Collateralize that portion of
L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit;
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    Last, the balance, if any,
after all of such Obligations have been indefeasibly paid in full, to the
Borrowers or as otherwise required by Law.

     

    Subject
to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn
amount of Letters of Credit pursuant to clause Fifth above shall be applied
to satisfy drawings under such Letters of Credit as they occur.  If
any amount remains on deposit as Cash Collateral after all Letters of Credit
have either been fully drawn or expired, such remaining amount shall be applied
to the other Obligations, if any, in the order set forth above.

     

    Notwithstanding
the foregoing, Obligations arising under Secured Cash Management Agreements and
Secured Hedge Agreements shall be excluded from the application described above
if the Administrative Agent has not received written notice thereof, together
with such supporting documentation as the Administrative Agent may request, from
the applicable Cash Management Bank or Hedge Bank, as the case may
be.  Each Cash Management Bank or Hedge Bank not a party to this
Agreement that has given the notice contemplated by the preceding sentence
shall, by such notice, be deemed to have acknowledged and accepted the
appointment of the Administrative Agent pursuant to the terms of Article IX
hereof for itself and its Affiliates as if a “Lender” party hereto.

     

    ARTICLE
IX

    ADMINISTRATIVE
AGENT

     

    9.01.  Appointment and
Authority.  (a)  Each
of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to
act on its behalf as the Administrative Agent hereunder and under the other Loan
Documents and authorizes the Administrative Agent to take such actions on its
behalf and to exercise such powers as are delegated to the Administrative Agent
by the terms hereof or thereof, together with such actions and powers as are
reasonably incidental thereto.  The provisions of this Article IX are
solely for the benefit of the Administrative Agent, the Lenders and the L/C
Issuer, and neither the Borrowers nor any other Loan Party shall have rights as
a third-party beneficiary of any of such provisions.

     

    (b)           The
Administrative Agent or an Affiliate or designee thereof shall also act as the
Collateral Agent under the Loan Documents, and each of the Lenders (including in
its capacities as a potential Hedge Bank and a potential Cash Management Bank)
and the L/C Issuer hereby irrevocably appoints and authorizes the Administrative
Agent and each such Affiliate and designee to act as the agent of such Lender
and the L/C Issuer for purposes of acquiring, holding and enforcing any and all
Liens on Collateral granted by any of the Loan Parties to secure any of the
Obligations, together with such powers and discretion as are reasonably
incidental thereto.  In this connection, the Collateral Agent and any
co-agents, sub-agents and attorneys-in-fact appointed by the Administrative
Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on
the Collateral (or any portion thereof) granted under the Collateral Documents,
or for exercising any rights and remedies thereunder at the direction of the
Administrative Agent, shall be entitled to the benefits of all provisions of
this Article IX and Article XI (including Section 11.04(c), as though such
co-agents, sub-agents and attorneys-in-fact were the Collateral Agent under the
Loan Documents) as if set forth in full herein with respect
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    9.02.  Rights as a
Lender.  The
Person 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 the term “Lender” or
“Lenders” shall, unless otherwise expressly indicated or unless the context
otherwise requires, include the Person serving as the Administrative Agent
hereunder in its individual capacity.  Such Person and its Affiliates
may accept deposits from, lend money to, act as the financial advisor or in any
other advisory capacity for and generally engage in any kind of business with
the Borrowers or any Subsidiary or other Affiliate thereof as if such Person
were not the Administrative Agent hereunder and without any duty to account
therefor to the Lenders.

     

    9.03.  Exculpatory
Provisions.  The
Administrative Agent shall not have any duties or obligations except those
expressly set forth herein and in the other Loan Documents.  Without
limiting the generality of the foregoing, the Administrative Agent:

     

    (a)          shall
not be subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing;

     

    (b)          shall
not have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated hereby or
by the other Loan Documents that the Administrative Agent is required to
exercise as directed in writing by the Required Lenders (or such other number or
percentage of the Lenders as shall be expressly provided for herein or in the
other Loan Documents), provided that the Administrative Agent shall not be
required to take any action that, in its opinion or the opinion of its counsel,
may expose the Administrative Agent to liability or that is contrary to any Loan
Document or applicable Law;

     

    (c)          shall
not, except as expressly set forth herein and in the other Loan Documents, have
any duty to disclose, and shall not be liable for the failure to disclose, any
information relating to the Borrowers or any of their Affiliates that is
communicated to or obtained by the Person serving as the Administrative Agent or
any of its Affiliates in any capacity;

     

    (d)          shall
not be liable for any action taken or not taken by it (i) with the consent or at
the request of the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary, or as the Administrative Agent shall believe in
good faith shall be necessary, under the circumstances as provided in Sections
11.01 and 8.02) or (ii) 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 notice describing such Default is
given to the Administrative Agent by a Borrower, a Lender or the L/C Issuer;
and

     

    (e)          shall
not be responsible for or have any duty to ascertain or inquire into (i) any
statement, warranty or representation made in or in connection with this
Agreement or any other Loan Document, (ii) the contents of any certificate,
report or other document delivered hereunder or thereunder or in connection
herewith or therewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth herein or therein
or the occurrence of any Default, (iv) the validity, enforceability,
effectiveness or genuineness of this Agreement, any other Loan Document or any
other agreement, instrument or document, or the creation, perfection or priority
of any Lien purported to be created by the Collateral Documents, (v) the value
or the sufficiency of any Collateral, or (vi) the satisfaction of any condition
set forth in Article IV or elsewhere herein, other than to confirm receipt of
items expressly required to be delivered to the Administrative
Agent.


    
      
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    9.04.  Reliance by 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 (including any electronic
message, Internet or intranet website posting or other distribution) believed by
it to be genuine and to have been signed, sent or otherwise authenticated 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 have been made
by the proper Person, and shall not incur any liability for relying
thereon.  In determining compliance with any condition hereunder to
the making of a Loan, or the issuance of a Letter of Credit, that by its terms
must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the
Administrative Agent may presume that such condition is satisfactory to such
Lender or the L/C Issuer unless the Administrative Agent shall have received
notice to the contrary from such Lender or the L/C Issuer prior to the making of
such Loan or the issuance of such Letter of Credit.  The
Administrative Agent may consult with legal counsel (who may be counsel for the
Borrower), independent accountants and other experts selected by it, and shall
not be liable for any action taken or not taken by it in accordance with the
advice of any such counsel, accountants or experts.

     

    9.05.  Delegation of
Duties.  The
Administrative Agent may perform any and all of its duties and exercise its
rights and powers hereunder or under any other Loan Document by or through any
one or more sub-agents appointed by the Administrative Agent.  The
Administrative Agent and any such sub-agent may perform any and all of its
duties and exercise its rights and powers by or through their respective Related
Parties.  The exculpatory provisions of this Article IX 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.

     

    9.06.  Resignation of
Administrative Agent.  The
Administrative Agent may at any time give notice of its resignation to the
Lenders, the L/C Issuer and the Borrower.  Upon receipt of any such
notice of resignation, the Required Lenders shall have the right, with consent
of the Borrowers unless an Event of Default has occurred and is continuing (such
consent in any event not to be unreasonably withheld or delayed), to appoint a
successor, which shall be a bank with an office in the United States, or an
Affiliate of any such bank with an office in the United States.  If no
such successor shall have been so appointed by the Required Lenders and shall
have accepted such appointment within 30 days after the retiring Administrative
Agent gives notice of its resignation, then the retiring Administrative Agent
may on behalf of the Lenders and the L/C Issuer, appoint a successor
Administrative Agent meeting the qualifications set forth above; provided that if the
Administrative Agent shall notify the Borrowers and the Lenders that no
qualifying Person has accepted such appointment, then such resignation shall
nonetheless become effective in accordance with such notice and (a) the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder and under the other Loan Documents (except that in the case of any
collateral security held by the Administrative Agent on behalf of the Lenders or
the L/C Issuer under any of the Loan Documents, the retiring Administrative
Agent shall continue to hold such collateral security until such time as a
successor Administrative Agent is appointed) and (b) all payments,
communications and determinations provided to be made by, to or through the
Administrative Agent shall instead be made by or to each Lender and the L/C
Issuer directly, until such time as the Required Lenders appoint a successor
Administrative Agent as provided for above in this Section.  Upon the
acceptance of a successor’s appointment as Administrative Agent hereunder, such
successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring (or retired) Administrative Agent, and the
retiring Administrative Agent shall be discharged from all of its duties and
obligations hereunder or under the other Loan Documents (if not already
discharged therefrom as provided above in this Section).  The fees
payable by the Borrowers to a successor Administrative Agent shall be the same
as those payable to its predecessor unless otherwise agreed between the
Borrowers and such successor.  After the retiring Administrative
Agent’s resignation hereunder and under the other Loan Documents, the provisions
of this Article IX and Section 11.04 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 the retiring Administrative Agent was acting as Administrative
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    Any
resignation by Bank of America as Administrative Agent pursuant to this Section
shall also constitute its resignation as L/C Issuer and Swing Line
Lender.  Upon the acceptance of a successor’s appointment as
Administrative Agent hereunder, (i) such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring L/C
Issuer and Swing Line Lender, (ii) the retiring L/C Issuer and Swing Line Lender
shall be discharged from all of their respective duties and obligations
hereunder or under the other Loan Documents, and (iii) the successor L/C Issuer
shall issue letters of credit in substitution for the Letters of Credit, if any,
outstanding at the time of such succession or make other arrangements
satisfactory to the retiring L/C Issuer to effectively assume the obligations of
the retiring L/C Issuer with respect to such Letters of Credit.

     

    9.07.  Non-Reliance on
Administrative Agent and Other Lenders.  Each
Lender and the L/C Issuer acknowledges that it has, independently and without
reliance upon the Administrative Agent or any other Lender or any of their
Related Parties 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 and the L/C Issuer also acknowledges that it
will, independently and without reliance upon the Administrative Agent or any
other Lender or any of their Related Parties 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.

     

    9.08.  No Other Duties,
Etc.  Anything
herein to the contrary notwithstanding, none of the parties listed on the cover
page hereof shall have any powers, duties or responsibilities under this
Agreement or any of the other Loan Documents, except in its capacity, as
applicable, as the Administrative Agent, a Lender or the L/C Issuer
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    9.09.  Administrative Agent May
File Proofs of Claim.  In
case of the pendency of any proceeding under any Bankruptcy Law or any other
judicial proceeding relative to any Loan Party, the Administrative Agent
(irrespective of whether the principal of any Loan or L/C Obligation shall then
be due and payable as herein expressed or by declaration or otherwise and
irrespective of whether the Administrative Agent shall have made any demand on
the Borrower) shall be entitled and empowered, by intervention in such
proceeding or otherwise:

     

     (a)          to
file and prove a claim for the whole amount of the principal and interest owing
and unpaid in respect of the Loans, L/C Obligations and all other Obligations
that are owing and unpaid and to file such other documents as may be necessary
or advisable in order to have the claims of the Lenders, the L/C Issuer and the
Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders, the L/C Issuer and the
Administrative Agent and their respective agents and counsel and all other
amounts due the Lenders, the L/C Issuer and the Administrative Agent under
Sections 2.03(i) and (j), 2.09 and 11.04) allowed in such judicial proceeding;
and

     

     (b)         to
collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same;

     

    and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Lender and the L/C Issuer to make such payments to the Administrative Agent and,
if the Administrative Agent shall consent to the making of such payments
directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent
any amount due for the reasonable compensation, expenses, disbursements and
advances of the Administrative Agent and its agents and counsel, and any other
amounts due the Administrative Agent under Sections 2.09 and 11.04.

     

    Nothing
contained herein shall be deemed to authorize the Administrative Agent to
authorize or consent to or accept or adopt on behalf of any Lender or the L/C
Issuer any plan of reorganization, arrangement, adjustment or composition
affecting the Obligations or the rights of any Lender or the L/C Issuer to
authorize the Administrative Agent to vote in respect of the claim of any Lender
or the L/C Issuer or in any such proceeding.

     

    9.10.  Collateral and Guaranty
Matters.  Each
of the Lenders (including in its capacities as a potential Cash Management Bank
and a potential Hedge Bank) and the L/C Issuer irrevocably authorize the
Administrative Agent, at its option and in its discretion:

     

     (a)          to
release any Lien on any property granted to or held by the Administrative Agent
under any Loan Document (i) upon termination of the Aggregate Commitments and
payment in full of all Obligations (other than (A) contingent indemnification
obligations and (B) obligations and liabilities under Secured Cash Management
Agreements and Secured Hedge Agreements as to which arrangements satisfactory to
the applicable Cash Management Bank or Hedge Bank shall have been made) and the
expiration or termination of all Letters of Credit (other than Letters of Credit
as to which other arrangements satisfactory to the Administrative Agent and the
L/C Issuer shall have been made), (ii) that is sold or to be sold as part of or
in connection with any sale permitted hereunder or under any other Loan
Document, or (iii)  if approved, authorized or ratified in writing in
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     (b)         to
release any Guarantor from its obligations under the Guaranty if such Person
ceases to be a Subsidiary as a result of a transaction permitted hereunder;
and

     

     (c)         to
subordinate any Lien on any property granted to or held by the Administrative
Agent under any Loan Document to the holder of any Lien on such property that is
permitted by Section 7.01.7.01
(other than Section 7.01(f), in which case the Administrative Agent is
irrevocably authorized to enter into an intercreditor agreement in connection
with any Liens permitted under such Section 7.01(f)).

     

    Upon
request by the Administrative Agent at any time, the Required Lenders will
confirm in writing the Administrative Agent’s authority to release or
subordinate its interest in particular types or items of property, or to release
any Guarantor from its obligations under the Guaranty pursuant to this Section
9.10.  In each case as specified in this Section 9.10, the
Administrative Agent will, at the Borrower’s expense, execute and deliver to the
applicable Loan Party such documents as such Loan Party may reasonably request
to evidence the release of such item of Collateral from the assignment and
security interest granted under the Collateral Documents or to subordinate its
interest in such item, or to release such Guarantor from its obligations under
the Guaranty, in each case in accordance with the terms of the Loan Documents
and this Section 9.10.

     

    9.11.  Secured Cash Management
Agreements and Secured Hedge Agreements.   Except
as otherwise expressly set forth herein or in any Collateral Document, no Cash
Management Bank or Hedge Bank that obtains the benefits of Section 8.03, the
Guaranty or any Collateral by virtue of the provisions hereof or of any
Collateral Document shall have any right to notice of  any action or
to consent to, direct or object to any action hereunder or under any other Loan
Document or otherwise in respect of the Collateral (including the release or
impairment of any Collateral) other than in its capacity as a Lender and, in
such case, only to the extent expressly provided in the Loan
Documents.  Notwithstanding any other provision of this Article IX to
the contrary, the Administrative Agent shall not be required to verify the
payment of, or that other satisfactory arrangements have been made with respect
to, Obligations arising under Secured Cash Management Agreements and Secured
Hedge Agreements unless the Administrative Agent has received written notice of
such Obligations, together with such supporting documentation as the
Administrative Agent may request, from the applicable Cash Management Bank or
Hedge Bank, as the case may be.


    
      
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    9.12.  Declaration of Trust
(Treuhand) and Appointment as
Administrator.  (a)  The
Collateral Agent shall:  (i) hold any Lien or security interest which
is governed by German law and is assigned (Sicherungseigentum/Sicherungsabtretung)
or otherwise transferred to it under a non-accessory security right (nicht akzessorische
Sicherheit) pursuant to any of the  Collateral Documents or
otherwise for the purpose of securing any of the Obligations secured thereunder
as trustee (Treuhänder)
for the benefit of the Lenders; and (ii) administer any Lien or security
interest (if any) which is pledged (Verpfändung) or otherwise
transferred under an accessory security right (akzessorische Sicherheit) to
it and/or the Lenders pursuant to any of the Collateral Documents or otherwise
for the purpose of securing any of the Obligations secured thereunder and each
Lender authorizes the Collateral Agent to accept as its representative (Stellvertreter) any pledge or
other creation of any other accessory right made to such Lender and to act as
its representative (Stellvertreter) with regard
to any amendments of, accessions to, releases of, confirmations of and any
similar dealings with regard to the Collateral Documents which create a pledge
or other accessory security right in accordance with the terms and subject to
the conditions of this Agreement and the other Loan Documents.  Each
Lender hereby ratifies and approves all acts done by the Administrative Agent or
the Collateral Agent on such Lender’s behalf.  Each Lender hereby
releases the Administrative Agent and Collateral Agent acting on its behalf
pursuant to the terms of this Agreement or any of the Loan Documents from the
restrictions of Section 181 of the German Civil Code (BGB) (restriction on
self-dealing).

     

     (b)         It
is hereby agreed that, in relation to any jurisdiction the courts of which would
not recognize or give effect to the trust (Treuhand) expressed to be
created by this Section 9.12, the relationship of the Lenders to the
Administrative Agent in relation to any Lien or security interest governed by
German law shall be construed as one of principal and agent but, to the extent
permissible under the laws of such jurisdiction, all the other provisions of
this Section 9.12 shall have full force and effect between the parties
hereto.

     

    9.13.  Fee
Letter.  The
Borrowers agree to pay all fees payable under and otherwise comply with the
provisions of the Fee Letter, including, without limitation, by executing all
instruments and documents and taking all further actions reasonably requested by
the Arranger or the Administrative Agent in connection with such
compliance.

     

    9.14.  Parallel
Debt.  Each
of the parties hereto agree, and the Loan Parties acknowledge, by way of an
abstract acknowledgement of indebtedness (abstraktes
Schuldanerkenntnis), that (save in respect of any obligations owing under
any Collateral Document governed by a law other than German law) each and every
obligation of any Loan Party (and any of its successors) in the amount of
$250,000,000 under this Agreement, the other Loan Documents, the Secured Cash
Management Agreements and the Secured Hedge Agreements shall also be owing in
full to the Collateral Agent and that, accordingly, the Collateral Agent will
have its own independent right to demand performance by such Loan Party of those
obligations (the "Acknowledgement"),
provided that in no
event shall the European Borrower or any European Guarantor be obligated to pay
any amount that is attributable to principal, interest or other Obligations
relating to the Term A Facility, any Borrowing made by the US Borrower or
(unless requested by the European Borrower) any Letters of Credit issued for the
account of the US Borrower or any of its US Subsidiaries.  The
Collateral Agent undertakes with the relevant Loan Party that (a) in case of any
discharge of any obligation owing to any Loan Party, the Collateral Agent will
not, to the extent of such discharge, make a claim against such Loan Party under
the Acknowledgement and (b) it will not, at any time, make any claim against any
Loan Party exceeding the amount then payable by such Loan Party under the Loan
Documents, the Secured Cash Management Agreements or the Secured Hedge
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    ARTICLE
X

    GUARANTY

     

    10.01.  Guaranty, Limitation of
Liability.  (a)
Each European Obligations Guarantor, jointly and severally, hereby absolutely,
unconditionally and irrevocably guarantees the punctual payment when due,
whether at scheduled maturity or on any date of a required prepayment or by
acceleration, demand or otherwise, of all Obligations of the European Borrower
now or hereafter existing under or in respect of the Loan Documents, the Secured
Hedge Agreements and the Secured Cash Management Agreements (including, without
limitation, any extensions, modifications, substitutions, amendments or renewals
of any or all of the foregoing Obligations), whether direct or indirect,
absolute or contingent, and whether for principal, interest, premiums, fees,
indemnities, contract causes of action, costs, expenses or otherwise (such
Obligations being the “Guaranteed European
Obligations”).  Each US Obligations Guarantor, jointly and
severally, hereby absolutely, unconditionally and irrevocably guarantees the
punctual payment when due, whether at scheduled maturity or on any date of a
required prepayment or by acceleration, demand or otherwise, of all Obligations
of the US Borrower now or hereafter existing under or in respect of the Loan
Documents, the Secured Hedge Agreements and the Secured Cash Management
Agreements (including, without limitation, any extensions, modifications,
substitutions, amendments or renewals of any or all of the foregoing
Obligations), whether direct or indirect, absolute or contingent, and whether
for principal, interest, premiums, fees, indemnities, contract causes of action,
costs, expenses or otherwise (such Obligations being the “Guaranteed US
Obligations” and, together with the Guaranteed European Obligations, the
“Guaranteed
Obligations”).  Each Guarantor agrees to pay any and all
expenses (including, without limitation, reasonable fees and expenses of
counsel) incurred by the Administrative Agent or any Lender Party in enforcing
any rights against such Guarantor under this Agreement or any other Loan
Document.  Without limiting the generality of the foregoing, each
European Obligations Guarantor’s liability shall extend to all amounts that
constitute part of the Guaranteed European Obligations and each US Obligations
Guarantor’s liability shall extend to all amounts that constitute part of the
Guaranteed US Obligations, in each case that would be owed by the European
Borrower or the US Borrower, respectively, to any Lender Party under or in
respect of the Loan Documents but for the fact that they are unenforceable or
not allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving such Borrower.

     

     (b)         Each
Guarantor and each Lender Party hereby confirms that it is the intention of all
such Persons that the Obligations of each Guarantor that is organized under the
laws of a state of the United States or the District of Columbia hereunder not
constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law,
the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or
any similar foreign, federal or state law to the extent applicable to the
Guaranty and the Obligations of such Guarantor hereunder.  To
effectuate the foregoing intention, each Lender Party and each Guarantor hereby
irrevocably agree that the Obligations of each Guarantor that is organized under
the laws of a state of the United States or the District of Columbia with
respect to the Guaranty at any time shall be limited to the maximum amount as
will result in the Obligations of such Guarantor under the Guaranty not
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     (c)         Each
Guarantor hereby unconditionally and irrevocably agrees that in the event any
payment shall be required to be made to any Lender Party with respect to the
Guaranty or any other guaranty, such Guarantor will contribute, to the maximum
extent permitted by applicable Law, such amounts to each other Guarantor and
each other guarantor so as to maximize the aggregate amount paid to the Lender
Parties under or in respect of the Loan Documents; provided that each European
Obligations Guarantor shall only be required to contribute such amounts to other
European Obligations Guarantors.

     

     (d)         To
the extent that the enforcement of the Guaranty against any Guarantor organized
under the laws of the Federal Republic of Germany (a “German Guarantor”)
would result in a violation of Sections 30 and 31 of the German Limited
Liability Companies Act (Gesetz betreffend die Gesellschaften
mit beschränkter Haftung – “GmbHG”)
the Administrative Agent shall, after the enforcement of the relevant Guaranty,
return the Guaranty proceeds to the relevant Guarantor.  If, however,
at the time of the payment demand, a German Guarantor demonstrates (by way of
presenting an up to date balance sheet relating to such German Guarantor drawn
up in accordance with German GAAP and audited and certified by a generally
recognized auditor of international repute and standing) to the satisfaction of
the Administrative Agent that the enforcement of the Guaranty would result in a
reduction of the stated share capital protected by Sections 30 and 31 GmbHG, the
enforcement of such Guaranty shall be limited to an amount capable of being paid
without violating Sections 30 and 31 GmbHG.

     

     (e)    
     The obligations of IMO AB under this Agreement
shall be limited if (and only if) required by an application of the provisions
of the Swedish Companies Act (Sw: Aktiebolagslagen
(2005:551)) regulating: (i) distribution of assets (Chapter 17, Sections
1-4 of the Swedish Companies Act (or their equivalents from time to time)); and
(ii) prohibited loans and guarantees (Chapter 21, Sections 1-3 of the Swedish
Companies Act (or their equivalent from time to time)) (assuming that all steps
open to IMO AB and all its shareholders to authorize its obligations under this
Agreement have been taken) and it is understood that the liability of IMO AB
under this Agreement only applies to the extent permitted by the above mentioned
provisions as applied together with other applicable provisions of the Swedish
Companies Act.

     

    10.02.  Guaranty
Absolute.  To
the fullest extent permitted pursuant to applicable Law, each Guarantor
guarantees that the Guaranteed European Obligations or Guaranteed US
Obligations, as applicable, guaranteed by it will be paid strictly in accordance
with the terms of the Loan Documents, regardless of any law, regulation or order
now or hereafter in effect in any jurisdiction affecting any of such terms or
the rights of any Lender Party with respect thereto.  The Obligations
of each Guarantor under or in respect of the Guaranty are independent of the
Guaranteed Obligations or any other Obligations of any other Loan Party under or
in respect of the Loan Documents, and a separate action or actions may be
brought and prosecuted against each Guarantor to enforce the Guaranty,
irrespective of whether any action is brought against either Borrower or any
other Loan Party or whether either Borrower or any other Loan Party is joined in
any such action or actions.  The liability of each Guarantor under the
Guaranty shall be irrevocable, absolute and unconditional irrespective of, and
each Guarantor hereby irrevocably waives any defenses it may now have or
hereafter acquire in any way relating to, any or all of the
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     (a)         any
lack of validity or enforceability of any Loan Document or any agreement or
instrument relating thereto;

     

     (b)         any
change in the time, manner or place of payment of, or in any other term of, all
or any of the Guaranteed Obligations or any other Obligations of any other Loan
Party under or in respect of the Loan Documents, or any other amendment or
waiver of or any consent to departure from any Loan Document, including, without
limitation, any increase in the Guaranteed Obligations resulting from the
extension of additional credit to any Loan Party or any of its Subsidiaries or
otherwise;

     

     (c)         any
taking, exchange, release or non-perfection of any Collateral or any other
collateral, or any taking, release or amendment or waiver of, or consent to
departure from, any other guaranty, for all or any of the Guaranteed
Obligations;

     

     (d)         any
manner of application of Collateral or any other collateral, or proceeds
thereof, to all or any of the Guaranteed Obligations, or any manner of sale or
other disposition of any Collateral or any other collateral for all or any of
the Guaranteed Obligations or any other Obligations of any Loan Party under the
Loan Documents or any other assets of any Loan Party or any of its
Subsidiaries;

     

     (e)         any
change, restructuring or termination of the corporate structure or existence of
any Loan Party or any of its Subsidiaries;

     

     (f)   
      any failure of any Lender Party to disclose
to any Loan Party any information relating to the business, condition (financial
or otherwise), operations, performance, properties or prospects of any other
Loan Party now or hereafter known to such Lender Party (each Guarantor waiving
any duty on the part of the Lender Parties to disclose such
information);

     

     (g)         the
failure of any other Person to execute or deliver any Guaranty Supplement or any
other guaranty or agreement or the release or reduction of liability of any
Guarantor or other guarantor or surety with respect to the Guaranteed
Obligations; or

     

     (h)         to
the fullest extent permitted by applicable Law, any other circumstance
(including, without limitation, any statute of limitations) or any existence of
or reliance on any representation by any Lender Party that might otherwise
constitute a defense available to, or a discharge of, any Loan Party or any
other guarantor or surety.

     

    The
Guaranty shall continue to be effective or be reinstated, as the case may be, if
at any time any payment of any of the Guaranteed Obligations is rescinded or
must otherwise be returned by any Lender Party or any other Person upon the
insolvency, bankruptcy or reorganization of either Borrower or any other Loan
Party or otherwise, all as though such payment had not been made.

     

    10.03.  Waivers and
Acknowledgments.

     

     (a)           Each
Guarantor hereby unconditionally and irrevocably waives promptness, diligence,
notice of acceptance, presentment, demand for performance, notice of
nonperformance, default, acceleration, protest or dishonor and any other notice
with respect to any of the Guaranteed Obligations and the Guaranty and any
requirement that any Secured Party protect, secure, perfect or insure any Lien
or any property subject thereto or exhaust any right or take any action against
any Loan Party or any other Person or any Collateral.


    
      
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    (b)           Each
Guarantor hereby unconditionally and irrevocably waives any right to revoke its
Obligations with respect to the Guaranty and acknowledges that such Obligations
are continuing in nature and apply to all Guaranteed Obligations, whether
existing now or in the future.

     

    (c)           Each
Guarantor hereby unconditionally and irrevocably waives (i) any defense arising
by reason of any claim or defense based upon an election of remedies by any
Secured Party that in any manner impairs, reduces, releases or otherwise
adversely affects the subrogation, reimbursement, exoneration, contribution or
indemnification rights of such Guarantor or other rights of such Guarantor to
proceed against any of the other Loan Parties, any other guarantor or any other
Person or any Collateral and (ii) any defense based on any right of set-off or
counterclaim against or in respect of the Obligations of such Guarantor
hereunder.

     

    (d)           Each
Guarantor acknowledges that the Collateral Agent may, without notice to or
demand upon such Guarantor and without affecting the liability of such Guarantor
under this Guaranty, foreclose under any mortgage by nonjudicial sale, subject
to applicable Law, and each Guarantor hereby waives any defense to the recovery
by the Collateral Agent and the other Secured Parties against such Guarantor of
any deficiency after such nonjudicial sale and any defense or benefits that may
be afforded by applicable Law.

     

    (e)           Each
Guarantor hereby unconditionally and irrevocably waives any duty on the part of
any Secured Party to disclose to such Guarantor any matter, fact or thing
relating to the business, condition (financial or otherwise), operations,
performance, properties or prospects of any other Loan Party or any of its
Subsidiaries now or hereafter known by such Secured Party.

     

    (f)           Each
Guarantor acknowledges that it will receive substantial direct and indirect
benefits from the financing arrangements contemplated by the Loan Documents and
that the waivers set forth in Section 10.02 and this Section 10.03 are knowingly
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      10.04.  Subrogation.  Each
Guarantor hereby unconditionally and irrevocably agrees not to exercise any
rights that it may now have or hereafter acquire against either Borrower, any
other Loan Party or any other insider guarantor that arise from the existence,
payment, performance or enforcement of such Guarantor’s Obligations under or in
respect of the Guaranty or any Loan Document, including, without limitation, any
right of subrogation, reimbursement, exoneration, contribution or
indemnification and any right to participate in any claim or remedy of any
Secured Party against either Borrower, any other Loan Party or any other insider
guarantor or any Collateral, whether or not such claim, remedy or right arises
in equity or under contract, statute or common law, including, without
limitation, the right to take or receive from either Borrower, any other Loan
Party or any other insider guarantor, directly or indirectly, in cash or other
property or by set-off or in any other manner, payment or security on account of
such claim, remedy or right, unless and until all of the Guaranteed Obligations
and all other amounts payable under the Guaranty shall have been paid in full in
cash, the Commitments shall have expired or been terminated and the Letters of
Credit and Secured Hedge Agreements shall have expired or been terminated; provided that each Guarantor
may make any necessary filings solely to preserve its claims against the
applicable Borrower, other Loan Party or other insider guarantor.  If
any amount shall be paid to any Guarantor in violation of the immediately
preceding sentence at any time prior to the later of (a) the payment in full in
cash of the Guaranteed Obligations and all other amounts payable under the
Guaranty and (b) the date on which the Commitments shall have been terminated in
whole, such amount shall be received and held in trust for the benefit of the
Secured Parties, shall be segregated from other property and funds of such
Guarantor and shall forthwith be paid or delivered to the Administrative Agent
in the same form as so received (with any necessary endorsement or assignment)
to be credited and applied to the Guaranteed Obligations and all other amounts
payable under the Guaranty, whether matured or unmatured, in accordance with the
terms of the Loan Documents, or to be held as Collateral for any Guaranteed
Obligations or other amounts payable under the Guaranty thereafter
arising.  If (i) any Guarantor shall make payment to any Secured Party
of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed
Obligations and all other amounts payable under the Guaranty shall have been
paid in full in cash and (iii) the Commitments shall have been terminated in
whole, the Secured Parties will, at such Guarantor’s request and expense,
execute and deliver to such Guarantor appropriate documents, without recourse
and without representation or warranty, necessary to evidence the transfer by
subrogation to such Guarantor of an interest in the Guaranteed Obligations
resulting from such payment made by such Guarantor pursuant to this
Guaranty.

       

    

    10.05.  Guaranty
Supplements.  Upon the execution and delivery by any Person of
a guaranty supplement in substantially the form of Exhibit J hereto (each, a
“Guaranty
Supplement”), (a) such Person shall be referred to as an “Additional
Guarantor” and shall become and be a US Obligations Guarantor or a European
Obligations Guarantor, as the case may be, hereunder, and each reference in this
Agreement or any other Loan Document to a “Guarantor,” a “US Obligations
Guarantor” or a “European Obligations Guarantor” shall also mean and be a
reference to such Additional Guarantor and (b) each reference herein to “the
Guaranty,” “hereunder,” “hereof” or words of like import referring to the
Guaranty under this Article VII, and each reference in any Loan Document to the
“Guaranty,” “thereunder,” “thereof” or words of like import referring to the
Guaranty, shall mean and be a reference to the Guaranty as supplemented by such
Guaranty Supplement.

     

    10.06.  Subordination.  Each
Guarantor hereby subordinates any and all debts, liabilities and other
Obligations owed to such Guarantor by each other Loan Party (the “Subordinated
Obligations”) to the Guaranteed US Obligations or Guaranteed European
Obligations, as applicable, to the extent and in the manner hereinafter set
forth in this Section 10.06:

     

    (a)       Prohibited Payments,
Etc.  Except during the continuance of a Default (including the
commencement and continuation of any proceeding under any Bankruptcy Law
relating to any other Loan Party), each Guarantor may receive regularly
scheduled payments from any other Loan Party on account of the Subordinated
Obligations.  After the occurrence and during the continuance of any
Default (including the commencement and continuation of any proceeding under any
Bankruptcy Law relating to any other Loan Party), however, unless the Required
Lenders otherwise agree, no Guarantor shall demand, accept or take any action to
collect any payment on account of the Subordinated Obligations.

     

    
      
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    (b)       Prior Payment of Guaranteed
Obligations.  In any proceeding under any Bankruptcy Law
relating to any other Loan Party, each Guarantor agrees that the Secured Parties
shall be entitled to receive payment in full in cash of all Guaranteed
Obligations (including all interest and expenses accruing after the commencement
of a proceeding under any Bankruptcy Law, whether or not constituting an allowed
claim in such proceeding (“Post Petition
Interest”)) before such Guarantor receives payment of any Subordinated
Obligations.

     

    (c)        Turn-Over.  After
the occurrence and during the continuance of any Default (including the
commencement and continuation of any proceeding under any Bankruptcy Law
relating to any other Loan Party), each Guarantor shall, if the Administrative
Agent so requests, collect, enforce and receive payments on account of the
Subordinated Obligations as trustee for the Lenders and deliver such payments to
the Administrative Agent on account of the Guaranteed Obligations (including all
Post Petition Interest), together with any necessary endorsements or other
instruments of transfer, but without reducing or affecting in any manner the
liability of such Guarantor under the other provisions of this
Guaranty.

       

    (d)        Administrative Agent
Authorization.  After the occurrence and during the continuance
of any Default (including the commencement and continuation of any proceeding
under any Bankruptcy Law relating to any other Loan Party), the Administrative
Agent is authorized and empowered (but without any obligation to so do), in its
discretion, (i) in the name of each Guarantor, to collect and enforce, and to
submit claims in respect of, Subordinated Obligations and to apply any amounts
received thereon to the Guaranteed Obligations (including any and all Post
Petition Interest), and (ii) to require each Guarantor (A) to collect and
enforce, and to submit claims in respect of, Subordinated Obligations and (B) to
pay any amounts received on such obligations to the Administrative Agent for
application to the Guaranteed Obligations (including any and all Post Petition
Interest).

     

    10.07.  Continuing Guaranty;
Assignments.  The Guaranty under this Article X is a continuing
guaranty and shall (a) remain in full force and effect until the later of (i)
the payment in full in cash of the Guaranteed Obligations and all other amounts
payable under the Guaranty and (ii) the date on which the Commitments shall have
been terminated in whole.

     

    ARTICLE
XI

    MISCELLANEOUS

     

    11.01.  Amendments,
Etc.  No amendment or waiver of any provision of this Agreement
or any other Loan Document, and no consent to any departure by the Borrowers or
any other Loan Party therefrom, shall be effective unless in writing signed by
the Required Lenders and the Borrowers or the applicable Loan Party, as the case
may be, and acknowledged by the Administrative Agent, and each such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given; provided, however, that no
such amendment, waiver or consent shall:

     

    
      
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    (a)       waive
any condition set forth in Section 4.01 (other than Section 4.01(b)(i) or (c)),
or, in the case of the initial Credit Extension, Section 4.02, without the
written consent of each Lender;

     

    (b)       extend
or increase the Commitment of any Lender (or reinstate any Commitment terminated
pursuant to Section 8.02) without the written consent of such
Lender;

     

    (c)        postpone
any date fixed by this Agreement or any other Loan Document for any payment
(excluding mandatory prepayments) of principal, interest, fees or other amounts
due to the Lenders (or any of them) hereunder or under such other Loan Document
without the written consent of each Lender entitled to such
payment;

     

    (d)       reduce
the principal of, or the rate of interest specified herein on, any Loan or L/C
Borrowing, or (subject to clause (iv) of the second proviso to this Section
11.01) any fees or other amounts payable hereunder or under any other Loan
Document without the written consent of each Lender entitled to such amount;
provided, however, that only the consent of the Required Lenders shall be
necessary (i) to amend the definition of “Default Rate” or to waive any
obligation of the Borrowers to pay interest or Letter of Credit Fees at the
Default Rate or (ii) to amend any financial covenant hereunder (or any defined
term used therein) even if the effect of such amendment would be to reduce the
rate of interest on any Loan or L/C Borrowing or to reduce any fee payable
hereunder;

     

    (e)       change
Section 8.03 in a manner that would alter the pro rata sharing of payments
required thereby without the written consent of each Lender or the order of
application of any reduction in the Commitments or any prepayment of Loans among
the Facilities from the application thereof set forth in the applicable
provisions of Section 2.05, respectively, in any manner that materially and
adversely affects the Lenders under a Facility without the written consent of
(i) if such Facility is the Term A Facility, the Required Term A Lenders and
(ii) if such Facility is the Revolving Credit Facility, the Required Revolving
Lenders;

     

    (f)        amend
Section 1.06 without the written consent of each Lender;

     

    (g)       change
(i) any provision of this Section 11.01 or the definition of “Required Lenders”
or any other provision hereof specifying the number or percentage of Lenders
required to amend, waive or otherwise modify any rights hereunder or make any
determination or grant any consent hereunder (other than the definitions
specified in clause (ii) of this Section 11.01(g)), without the written consent
of each Lender or (ii) the definition of “Required Revolving Lenders” or
“Required Term A Lenders” without the written consent of each Lender under the
applicable Facility;

     

    (h)       release
all or substantially all of the Collateral in any transaction or series of
related transactions, without the written consent of each Lender;
or

     

    (i)        release
all or substantially all of the value of the Guaranty, without the written
consent of each Lender, except to the extent the release of any Subsidiary from
the Guaranty is permitted pursuant to Section 9.10 (in which case such release
may be made by the Administrative Agent acting alone);

     

    
      
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    (j)        impose
any greater restriction on the ability of any Lender under a Facility to assign
any of its rights or obligations hereunder without the written consent of (i) if
such Facility is the Term A Facility, the Required Term A Lenders and (ii) if
such Facility is the Revolving Credit Facility, the Required Revolving
Lenders;

     

    and provided, further, that (i)
no amendment, waiver or consent shall, unless in writing and signed by the L/C
Issuer in addition to the Lenders required above, affect the rights or duties of
the L/C Issuer under this Agreement or any Issuer Document relating to any
Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or
consent shall, unless in writing and signed by the Swing Line Lender in addition
to the Lenders required above, affect the rights or duties of the Swing Line
Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless
in writing and signed by the Administrative Agent in addition to the Lenders
required above, affect the rights or duties of the Administrative Agent under
this Agreement or any other Loan Document; and (iv) the Fee Letter may be
amended, or rights or privileges thereunder waived, in a writing executed only
by the parties thereto.  Notwithstanding anything to the contrary
herein, no Defaulting Lender shall have any right to approve or disapprove any
amendment, waiver or consent hereunder, except that the Commitment of such
Lender may not be increased or extended without the consent of such
Lender.

     

     If any Lender does not consent to a
proposed amendment, waiver, consent or release with respect to any Loan Document
that requires the consent of each Lender and that has been approved by the
Required Lenders, the Borrowers may replace such non-consenting Lender in
accordance with Section 11.13; provided that such amendment,
waiver, consent or release can be effected as a result of the assignment
contemplated by such Section (together with all other such assignments required
by the Borrowers to be made pursuant to this paragraph).

     

    11.02.  Notices; Effectiveness;
Electronic Communications.  (a)  Notices
Generally.  Except in the case of notices and other
communications expressly permitted to be given by telephone (and except as
provided in subsection (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 telecopier as
follows, and all notices and other communications expressly permitted hereunder
to be given by telephone shall be made to the applicable telephone number, as
follows:

     

    (i)        if
to the Guarantors, the Borrowers, the
Administrative Agent, the L/C Issuer or the Swing Line Lender, to the address,
telecopier number, electronic mail address or telephone number specified for
such Person on Schedule 11.02; and

     

    (ii)       if
to any other Lender, to the address, telecopier number, electronic mail address
or telephone number specified in its Administrative Questionnaire.

     

    
      
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    Notices
and other communications sent by hand or overnight courier service, or mailed by
certified or registered mail, shall be deemed to have been given when received;
notices and other communications sent by telecopier shall be deemed to have been
given when sent (except that, if not given during normal business hours for the
recipient, shall be deemed to have been given at the opening of business on the
next Business Day for the recipient).  Notices and other
communications delivered through electronic communications to the extent
provided in subsection (b) below shall be effective as provided in such
subsection (b).

     

    (b)           Electronic
Communications.  Notices and other communications to the
Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic
communication (including e-mail and Internet or intranet websites) pursuant to
procedures approved by the Administrative Agent; provided that the foregoing
shall not apply to notices to any Lender or the L/C Issuer pursuant to Article
II if such Lender or the L/C Issuer, as applicable, has notified the
Administrative Agent that it is incapable of receiving notices under such
Article by electronic communication.  The Administrative Agent or
either Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it; provided that approval of
such procedures may be limited to particular notices or
communications.

        

    Unless
the Administrative Agent otherwise prescribes, (i) notices and other
communications sent to an e-mail address shall be deemed received upon the
sender’s receipt of an acknowledgement from the intended recipient (such as by
the “return receipt requested” function, as available, return e-mail or other
written acknowledgement); provided that if such notice
or other communication is not sent during the normal business hours of the
recipient, such notice or communication shall be deemed to have been sent at the
opening of business on the next Business Day for the recipient, and (ii) notices
or communications posted to an Internet or intranet website shall be deemed
received upon the deemed receipt by the intended recipient at its e-mail address
as described in the foregoing clause (i) of notification that such notice or
communication is available and identifying the website address
therefor.

     

    (c)           The
Platform.  THE PLATFORM IS PROVIDED “AS IS” AND “AS
AVAILABLE.”  THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE
ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE
PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE
BORROWER MATERIALS.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR
STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER
CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER
MATERIALS OR THE PLATFORM.  In no event shall the Administrative Agent
or any of its Related Parties (collectively, the “Agent Parties”) have
any liability to the Guarantors, the Borrowers, any Lender, the L/C Issuer or
any other Person for losses, claims, damages, liabilities or expenses of any
kind (whether in tort, contract or otherwise) arising out of the Borrower’s or
the Administrative Agent’s transmission of Borrower Materials through the
Internet, except to the extent that such losses, claims, damages, liabilities or
expenses are determined by a court of competent jurisdiction by a final and
nonappealable judgment to have resulted from the gross negligence or willful
misconduct of such Agent Party; provided, however, that in no
event shall the Agent Party have any liability to the Guarantors, the Borrowers,
any Lender, the L/C Issuer or any other Person for indirect, special,
incidental, consequential or punitive damages (as opposed to direct or actual
damages).

     

    
      
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    (d)           Change of Address,
Etc.  Each of the Guarantors, the Borrowers, the
Administrative Agent, the L/C Issuer and the Swing Line Lender may change its
address (including its electronic-mail address), telecopier or telephone number
for notices and other communications hereunder by notice to the other parties
hereto.  Each other Lender may change its address (including its
electronic-mail address), telecopier or telephone number for notices and other
communications hereunder by notice to the Borrowers, the Administrative Agent,
the L/C Issuer and the Swing Line Lender.  In addition, each Lender
agrees to notify the Administrative Agent from time to time to ensure that the
Administrative Agent has on record (i) an effective address, contact name,
telephone number, telecopier number and electronic mail address to which notices
and other communications may be sent and (ii) accurate wire instructions for
such Lender.  Furthermore, each Public Lender agrees to cause at least
one individual at or on behalf of such Public Lender to at all times have
selected the “Private Side Information” or similar designation on the content
declaration screen of the platform in order to enable such Public Lender or its
delegate, in accordance with such Public Lender’s compliance procedures and
applicable Law, including United States federal and state securities Laws, to
make reference to Borrower Materials that are not made available through the
“Public Side Information” portion of the platform and that may contain material
non-public information with respect to the Borrowers or its securities for
purposes of United States federal or state securities laws.

      

    (e)           Reliance by Administrative
Agent, L/C Issuer and Lenders. The Administrative
Agent, the L/C Issuer and the Lenders shall be entitled to rely and act upon any
notices (including telephonic Committed Loan Notices and Swing Line Loan
Notices) believed by it in good faith to be given by or on behalf of the
Borrowers even if (i) such notices were not made in a manner specified herein,
were incomplete or were not preceded or followed by any other form of notice
specified herein, or (ii) the terms thereof, as understood by the recipient,
varied from any confirmation thereof.  Each Borrower shall indemnify
the Administrative Agent, the L/C Issuer, each Lender and the Related Parties of
each of them from all losses, costs, expenses and liabilities resulting from the
reliance by such Person on each notice believed by it in good faith to be given
by or on behalf of such Borrower.  All telephonic notices to and other
telephonic communications with the Administrative Agent may be recorded by the
Administrative Agent, and each of the parties hereto hereby consents to such
recording.

     

    11.03.  No Waiver; Cumulative
Remedies; Enforcement.  No failure by any Lender, the L/C
Issuer or the Administrative Agent to exercise, and no delay by any such Person
in exercising, any right, remedy, power or privilege hereunder or under any
other Loan Document shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, remedy, power or privilege hereunder preclude any
other or further exercise thereof or the exercise of any other right, remedy,
power or privilege.  The rights, remedies, powers and privileges
herein provided, and provided under each other Loan Document, are cumulative and
not exclusive of any rights, remedies, powers and privileges provided by
law.

     

    
      
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    Notwithstanding
anything to the contrary contained herein or in any other Loan Document, the
authority to enforce rights and remedies hereunder and under the other Loan
Documents against the Loan Parties or any of them shall be vested exclusively
in, and all actions and proceedings at law in connection with such enforcement
shall be instituted and maintained exclusively by, the Administrative Agent in
accordance with Section 8.02 for the benefit of all the Lenders and the L/C
Issuer; provided, however,
that the foregoing shall not prohibit (a) the Administrative Agent from
exercising on its own behalf the rights and remedies that inure to its benefit
(solely in its capacity as Administrative Agent) hereunder and under the other
Loan Documents, (b) the L/C Issuer or the Swing Line Lender from exercising the
rights and remedies that inure to its benefit (solely in its capacity as L/C
Issuer or Swing Line Lender, as the case may be) hereunder and under the other
Loan Documents, (c) any Lender from exercising setoff rights in accordance with
Section 11.08 (subject to the terms of Section 2.13), or (d) any Lender from
filing proofs of claim or appearing and filing pleadings on its own behalf
during the pendency of a proceeding relative to any Loan Party under any
Bankruptcy Law; and provided,
further, that, if at any time there is no Person acting as Administrative
Agent hereunder and under the other Loan Documents, then (i) the Required
Lenders shall have the rights otherwise ascribed to the Administrative Agent
pursuant to Section 8.02 and (ii) in addition to the matters set forth in
clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13,
any Lender may, with the consent of the Required Lenders, enforce any rights and
remedies available to it and as authorized by the Required Lenders.

          

    11.04.  Expenses; Indemnity; Damage
Waiver.  (a)  Costs and
Expenses.  The US Borrower shall pay (i) all reasonable
out-of-pocket expenses incurred by the Administrative Agent and its Affiliates
(including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent), in connection with the syndication of the credit
facilities provided for herein, the preparation, negotiation, execution,
delivery 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 L/C
Issuer 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, any Lender or the
L/C Issuer (including the reasonable fees, charges and disbursements of any
counsel for the Administrative Agent, any Lender or the L/C Issuer), in
connection with the enforcement or protection of its rights (A) in connection
with this Agreement and the other Loan Documents, including its rights under
this Section, or (B) in connection with 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.

     

    
      
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    (b)           Indemnification by the
Borrowers.  Each of the Borrowers shall indemnify the
Administrative Agent (and any sub-agent thereof), each Lender and the L/C
Issuer, 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 reasonable fees, charges and
disbursements of any counsel for any Indemnitee) incurred by any Indemnitee or
asserted against any Indemnitee by any third party or by such Borrower or any
other Loan Party arising out of, in connection with, or as a result of (i) the
execution or delivery of this Agreement, any other Loan Document or any
agreement or instrument contemplated hereby or thereby, the performance by the
parties hereto of their respective obligations hereunder or thereunder or the
consummation of the transactions contemplated hereby or thereby, or, in the case
of the Administrative Agent (and any sub-agent thereof) and its Related Parties
only, the administration of this Agreement and the other Loan Documents, (ii)
any Loan or Letter of Credit or the use or proposed use of the proceeds
therefrom (including any refusal by the L/C Issuer 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 such Borrower or any of its Subsidiaries, or any
Environmental Liability related in any way to such Borrower or any of its
Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation
or proceeding relating to any of the foregoing, whether based on contract, tort
or any other theory, whether brought by a third party or by such Borrower or any
other Loan Party or any of such Borrower’s or such Loan Party’s directors,
shareholders or creditors, 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 (x) 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 (or
the gross negligence or willful misconduct of its officers, directors,
employees, agents, advisors or other representatives) or (y) result from a claim
brought by such Borrower or any other Loan Party against an Indemnitee for
breach in bad faith of such Indemnitee's obligations hereunder or under any
other Loan Document, if such Borrower or such Loan Party has obtained a final
and nonappealable judgment in its favor on such claim as determined by a court
of competent jurisdiction.  Anything contained herein to the contrary
notwithstanding, (1) the liability of the European Borrower under this Section
11.04(b) shall be subject to Section 2.07(d), and (2) the European Borrower
shall have no liability under this Section 11.04(b) solely as a result of acts
or omissions of or property or assets (other than interests in Foreign
Subsidiaries) owned or operated by the US Borrower or the US
Subsidiaries.

     

    (c)           Reimbursement by
Lenders.  To the extent that either of the Borrowers for any
reason fails to indefeasibly pay any amount required under subsection (a) or (b)
of this Section to be paid by it to the Administrative Agent (or any sub-agent
thereof), the L/C Issuer or any Related Party of any of the foregoing, each
Lender severally agrees to pay to the Administrative Agent (or any such
sub-agent), the L/C Issuer or such Related Party, 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;
provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against the
Administrative Agent (or any such sub-agent) or the L/C Issuer in its capacity
as such, or against any Related Party of any of the foregoing acting for the
Administrative Agent (or any such sub-agent) or L/C Issuer in connection with
such capacity.  The obligations of the Lenders under this subsection
(c) are subject to the provisions of Section 2.12(d).

     

    (d)           Waiver of Consequential
Damages, Etc.  To the fullest extent permitted by applicable
Law, neither Borrower shall assert, and each Borrower hereby waives, any claim
against any Indemnitee, 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, the
transactions contemplated hereby or thereby, any Loan or Letter of Credit or the
use of the proceeds thereof.  No Indemnitee referred to in subsection
(b) above shall be liable for any damages arising from the use by unintended
recipients of any information or other materials distributed to such unintended
recipients by such Indemnitee through telecommunications, electronic or other
information transmission systems in connection with this Agreement or the other
Loan Documents or the transactions contemplated hereby or thereby other than for
direct or actual damages resulting from the gross negligence or willful
misconduct of such Indemnitee (or the gross negligence or willful misconduct of
its officers, directors, employees, agents, advisors or other representatives)
as determined by a final and nonappealable judgment of a court of competent
jurisdiction.

     

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

        

    (f)           Survival.  The
agreements in this Section shall survive the resignation of the Administrative
Agent, the L/C Issuer and the Swing Line Lender, the replacement of any Lender,
the termination of the Aggregate Commitments and the repayment, satisfaction or
discharge of all the other Obligations.

     

    11.05.  Payments Set
Aside.  To the extent that any payment by or on behalf of the
Borrowers is made to the Administrative Agent, the L/C Issuer or any Lender, or
the Administrative Agent, the L/C Issuer or any Lender exercises its right of
setoff, and such payment or the proceeds of such setoff or any part thereof is
subsequently invalidated, declared to be fraudulent or preferential, set aside
or required (including pursuant to any settlement entered into by the
Administrative Agent, the L/C Issuer or such Lender in its discretion) to be
repaid to a trustee, receiver or any other party, in connection with any
proceeding under any Bankruptcy Law or otherwise, then (a) to the extent of such
recovery, the obligation or part thereof originally intended to be satisfied
shall be revived and continued in full force and effect as if such payment had
not been made or such setoff had not occurred, and (b) each Lender and the L/C
Issuer severally agrees to pay to the Administrative Agent upon demand its
applicable share (without duplication) of any amount so recovered from or repaid
by the Administrative Agent, plus interest thereon from
the date of such demand to the date such payment is made at a rate per annum
equal to the applicable Overnight Rate from time to time in effect, in the
applicable currency of such recovery or payment.  The obligations of
the Lenders and the L/C Issuer under clause (b) of the preceding sentence shall
survive the payment in full of the Obligations and the termination of this
Agreement.

     

    11.06.  Successors and
Assigns.  (a)  Successors and Assigns
Generally.  The provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that neither Borrower nor any other Loan Party
may assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of the Administrative Agent and each Lender,
and no Lender may assign or otherwise transfer any of its rights or obligations
hereunder except (i) to an assignee in accordance with the provisions of Section
11.06(b), (ii) by way of participation in accordance with the provisions of
Section 11.06(d), or (iii) by way of pledge or assignment of a security interest
subject to the restrictions of Section 11.06(f) (and any other attempted
assignment or transfer by any party hereto shall be null and
void).  Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby, Participants to the extent
provided in subsection (d) of this Section and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent,
the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim
under or by reason of this Agreement.

     

    
      
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    (b)           Assignments by
Lenders.  Any Lender may at any time 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(s) and the Loans (including for
purposes of this Section 11.06(b), participations in L/C Obligations and in
Swing Line Loans) at the time owing to it); provided that any such
assignment shall be subject to the following conditions:

        

    (i)           Minimum
Amounts.

     

    (A)           in
the case of an assignment of the entire remaining amount of the assigning
Lender’s Commitment under any Facility and the Loans at the time owing to it
under such Facility or in the case of an assignment to a Lender, an Affiliate of
a Lender or an Approved Fund, no minimum amount need be assigned;
and

     

    (B)           in
any case not described in subsection (b)(i)(A) of this Section, the aggregate
amount of the Commitment (which for this purpose includes Loans outstanding
thereunder) or, if the Commitment is not then in effect, the principal
outstanding balance of the 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 or, if “Trade Date”
is specified in the Assignment and Assumption, as of the Trade Date, shall not
be less than $5,000,000, unless each of the Administrative Agent and, so long as
no Event of Default has occurred and is continuing, the Borrowers otherwise
consent (each such consent not to be unreasonably withheld or delayed); provided, however, that
concurrent assignments to members of an Assignee Group and concurrent
assignments from members of an Assignee Group to a single Eligible Assignee (or
to an Eligible Assignee and members of its Assignee Group) will be treated as a
single assignment for purposes of determining whether such minimum amount has
been met;

     

    (ii)           Proportionate
Amounts.  Each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender’s rights and
obligations under this Agreement with respect to the Loans or the Commitment
assigned, except that this clause (ii) shall not (A) apply to the Swing Line
Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit
any Lender from assigning all or a portion of its rights and obligations among
separate Facilities on a non-pro rata basis;

     

    (iii)          Required
Consents.  No consent shall be required for any assignment
except to the extent required by subsection (b)(i)(B) of this Section and, in
addition:

     

    (A)           the
consent of the Borrowers (such consent not to be unreasonably withheld or
delayed) shall be required unless (1) an Event of Default has occurred and is
continuing at the time of such assignment or (2) such assignment is to a Lender,
an Affiliate of a Lender or an Approved Fund; provided that
each Borrower shall be deemed to have consented to any such assignment unless it
shall object thereto by written notice to the Administrative Agent within five
(5) Business Days after having received written notice
thereof;

     

    
      
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    (B)           the
consent of the Administrative Agent (such consent not to be unreasonably
withheld or delayed) shall be required for assignments in respect of (1) any
Term A Commitment or Revolving Credit Commitment if such assignment is to a
Person that is not a Lender with a Commitment in respect of the applicable
Facility, an Affiliate of such Lender or an Approved Fund with respect to such
Lender or (2) any Term A Loan to a Person that is not a Lender, an Affiliate of
a Lender or an Approved Fund;

        

    (C)           the
consent of the L/C Issuer (such consent not to be unreasonably withheld or
delayed) shall be required for any assignment that increases the obligation of
the assignee to participate in exposure under one or more Letters of Credit
(whether or not then outstanding); and

     

    (D)           the
consent of the Swing Line Lender (such consent not to be unreasonably withheld
or delayed) shall be required for any assignment in respect of the Revolving
Credit Facility.

     

    (iv)           Assignment and
Assumption.  The parties to each assignment shall execute and
deliver to the Administrative Agent an Assignment and Assumption, together with
a processing and recordation fee in the amount of $3,500; provided, however, that the
Administrative Agent may, in its sole discretion, elect to waive such processing
and recordation fee in the case of any assignment.  The assignee, if
it is not a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire.

     

    (v)           No Assignment to
BorrowersCertain
Persons.  No such assignment shall be made to (A)
the Borrowers or any of the Borrowers’ Affiliates or Subsidiaries or (B)
to a Defaulting Lender or any of its Subsidiaries, or any Person who, upon
becoming a Lender hereunder, would constitute any of the foregoing Persons
described in this clause (B), or (C) to a natural person.

     

    (vi)          No Assignment to Natural
Persons.  No
such assignment shall be made to a natural person.Certain
Additional Payments.  In connection with any assignment of rights and
obligations of any Defaulting Lender hereunder, no such assignment shall be
effective unless and until, in addition to the other conditions thereto set
forth herein, the parties to the assignment shall make such additional payments
to the Administrative Agent in an aggregate amount sufficient, upon distribution
thereof as appropriate (which may be outright payment, purchases by the assignee
of participations or subparticipations, or other compensating actions, including
funding, with the consent of the Borrowers and the Administrative Agent, the
applicable pro rata share of Loans previously requested but not funded by the
Defaulting Lender, to each of which the applicable assignee and assignor hereby
irrevocably consent), to (x) pay and satisfy in full all payment liabilities
then owed by such Defaulting Lender to the Administrative Agent or any Lender
hereunder (and interest accrued thereon) and (y) acquire (and fund as
appropriate) its full pro rata share of all Loans and participations in Letters
of Credit and Swing Line Loans in accordance with its Applicable
Percentage.  Notwithstanding the foregoing, in the event that any
assignment of rights and obligations of any Defaulting Lender hereunder shall
become effective under applicable Law without compliance with the provisions of
this paragraph, then the assignee of such interest shall be deemed to be a
Defaulting Lender for all purposes of this Agreement until such compliance
occurs.

        

    
      
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    Subject
to acceptance and recording thereof by the Administrative Agent pursuant to
subsection (c) of this Section, from and after the effective date specified in
each Assignment and Assumption, the assignee thereunder shall be a party to this
Agreement 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 3.01, 3.04, 3.05 and 11.04 with respect to facts and
circumstances occurring prior to the effective date of such
assignment.  Upon request, the applicable Borrower, at its expense,
shall execute and deliver a Note to the assignee Lender.  Any
assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this subsection shall be treated for purposes of this
Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with Section 11.06(d).

     

    (c)           Register.  The
Administrative Agent, acting solely for this purpose as an agent of the
Borrowers, shall maintain at the Administrative Agent’s Office 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 Commitments of, and principal
amounts of the Loans and L/C Obligations 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 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.  In
addition, the Administrative Agent shall maintain on the Register information
regarding the designation, and revocation of designation, of any Lender as a
Defaulting Lender. The Register shall be available for inspection by the
Borrowers and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.

     

    (d)           Participations.  Any
Lender may, at any time, without the consent of, or notice to, the Borrowers or
the Administrative Agent, sell participations to any Person (other than a
natural person, a
Defaulting Lender or the Borrowers or any of the Borrowers’ Affiliates or
Subsidiaries) (each, a “Participant”) in all
or a portion of such Lender’s rights and/or obligations under this Agreement
(including all or a portion of its Commitment and/or the Loans (including such
Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to
it); provided that (i)
such Lender’s obligations under this Agreement shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (iii) the Borrowers, the Administrative
Agent, the Lenders and the L/C Issuer 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, waiver or other modification described in
the first proviso to Section 11.01 that affects such
Participant.  Subject to subsection (e) of this Section, the Borrowers
agree that each Participant shall be entitled to the benefits of Sections 3.01,
3.04 and 3.05 to
the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to Section 11.06(b).  To the extent permitted by
applicable Law, each Participant also shall be entitled to the benefits of
Section 11.08 as
though it were a Lender; provided that such
Participant agrees to be subject to Section 2.13 as though it were a
Lender.

       

    
      
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    (e)           Limitations upon Participant
Rights.  A Participant shall not be entitled to receive any
greater payment under Section 3.01 or 3.04 than the applicable
Lender would have been entitled to receive with respect to the participation
sold to such Participant, unless the sale of the participation to such
Participant is made with the Borrower’s prior written consent.  A
Participant that would be a Foreign Lender if it were a Lender shall not be
entitled to the benefits of Section 3.01 unless the Borrowers are notified of
the participation sold to such Participant and such Participant agrees, for the
benefit of the Borrowers, to comply with Section 3.01(e) as though it were a
Lender.

     

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

     

    (g)           Resignation as L/C Issuer or
Swing Line Lender after Assignment.  Notwithstanding anything
to the contrary contained herein, if at any time Bank of America assigns all of
its Revolving Credit Commitment and Revolving Credit Loans pursuant to Section
11.06(b), Bank of America may, (i) upon 30 days’ notice to the Borrowers and the
Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice to the Borrowers,
resign as Swing Line Lender.  In the event of any such resignation as
L/C Issuer or Swing Line Lender, the Borrowers shall be entitled to appoint,
from among the Lenders, a successor L/C Issuer or Swing Line Lender hereunder;
provided, however, that
no failure by the Borrowers to appoint any such successor shall affect the
resignation of Bank of America as L/C Issuer or Swing Line Lender, as the case
may be.  If Bank of America resigns as L/C Issuer, it shall retain all
the rights, powers, privileges and duties of the L/C Issuer hereunder with
respect to all Letters of Credit outstanding as of the effective date of its
resignation as L/C Issuer and all L/C Obligations with respect thereto
(including the right to require the Lenders to make Base Rate Loans or fund risk
participations in Unreimbursed Amounts pursuant to Section
2.03(c)).  If Bank of America resigns as Swing Line Lender, it shall
retain all the rights of the Swing Line Lender provided for hereunder with
respect to Swing Line Loans made by it and outstanding as of the effective date
of such resignation, including the right to require the Lenders to make Base
Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant
to Section 2.04(c).  Upon the appointment of a successor L/C Issuer
and/or Swing Line Lender, (a) such successor shall succeed to and become vested
with all of the rights, powers, privileges and duties of the retiring L/C Issuer
or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall
issue letters of credit in substitution for the Letters of Credit, if any,
outstanding at the time of such succession or make other arrangements
satisfactory to Bank of America to effectively assume the obligations of Bank of
America with respect to such Letters of Credit.

       

    
      
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    (h)           Consent to Assignment or
Transfer.  Without prejudice to any other provisions of this
Section 11.06, each Loan Party hereby expressly consents to each assignment and
transfer of rights or obligations made in accordance with this Section
11.06.  Each Loan Party also accepts and confirms, for the purposes of
Sections 401, 412 and 1250 para. 1(1) of the German Civil Code (BGB) that all guarantees,
indemnities and security granted by it under any Collateral Document governed by
German law will, notwithstanding any such assignment and transfer, continue and
be preserved for the benefit of the new Lender and each of the other Secured
Parties in accordance with the terms of the Collateral Documents governed by
German law.

     

    11.07.  Treatment of Certain
Information; Confidentiality.  Each of the Administrative
Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of
the Information (as defined below), except that Information may be disclosed (a)
to its Affiliates and to its and its Affiliates’ respective partners, directors,
officers, employees, agents, trustees, advisors and representatives (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 purporting to have jurisdiction over it (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 hereto, (e) in connection with the
exercise of any remedies hereunder or under any other Loan Document or any
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 any Eligible
Assignee invited to be a Lender pursuant to Section 2.14(c) or (ii) any actual
or prospective counterparty (or its advisors) to any swap or derivative
transaction relating to the Borrowers and their obligations, (g) with the
consent of the Borrowers or (h) to the extent such Information (i) becomes
publicly available other than as a result of a breach of this Section or (ii)
becomes available to the Administrative Agent, any Lender, the L/C Issuer or any
of their respective Affiliates on a nonconfidential basis from a source other
than the Borrowers.

     

    For
purposes of this Section, “Information” means
all information received from any Loan Party or any Subsidiary thereof relating
to any Loan Party or any Subsidiary thereof or their respective businesses,
other than any such information that is available to the Administrative Agent,
any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by
any Loan Party or any Subsidiary thereof; provided that, in the case of
information received from a Loan Party or any such Subsidiary 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.

     

    
      
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    Each of
the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (a)
the Information may include material non-public information concerning the
Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance
procedures regarding the use of material non-public information and (c) it will
handle such material non-public information in accordance with applicable Law,
including United States federal and state securities Laws.

      

    11.08.  Right of
Setoff.  If an Event of Default shall have occurred and be
continuing, each Lender, the L/C Issuer and each of their respective Affiliates
is hereby authorized at any time and from time to time, to the fullest extent
permitted by applicable Law, to set off and apply any and all deposits (general
or special, time or demand, provisional or final, in whatever currency) at any
time held and other obligations (in whatever currency) at any time owing by such
Lender, the L/C Issuer or any such Affiliate to or for the credit or the account
of either Borrower or any other Loan Party against any and all of the
obligations of such Borrower or such Loan Party now or hereafter existing under
this Agreement or any other Loan Document to such Lender or the L/C Issuer,
irrespective of whether or not such Lender or the L/C Issuer shall have made any
demand under this Agreement or any other Loan Document and although such
obligations of such Borrower or such Loan Party may be contingent or
unmatured or are owed to a branch or office of such Lender or the L/C Issuer
different from the branch or office holding such deposit or obligated on such
indebtedness;
provided that in
the event that any Defaulting Lender shall exercise any such right of setoff (a)
all amounts so set off shall be paid over immediately to the Administrative
Agent for further application in accordance with the provisions of Section 2.16
and, pending such payment, shall be segregated by such Defaulting Lender from
its other funds and deemed held in trust for the benefit of the Administrative
Agent and the Lenders and (b) the Defaulting Lender shall provide promptly to
the Administrative Agent a statement describing in reasonable detail the
Obligations owing to such Defaulting Lender as to which it exercised such right
of setoff.  The rights of each Lender, the L/C Issuer and their
respective Affiliates under this Section are in addition to other rights and
remedies (including other rights of setoff) that such Lender, the L/C Issuer or
their respective Affiliates may have.  Each Lender and the L/C Issuer
agrees to notify the applicable Borrower and the Administrative Agent promptly
after any such setoff and application; provided that the failure to
give such notice shall not affect the validity of such setoff and
application.

     

    11.09.  Interest Rate
Limitation.  Notwithstanding anything to the contrary contained
in any Loan Document, the interest paid or agreed to be paid under the Loan
Documents shall not exceed the maximum rate of non-usurious interest permitted
by applicable Law (the “Maximum
Rate”).  If the Administrative Agent or any Lender shall
receive interest in an amount that exceeds the Maximum Rate, the excess interest
shall be applied to the principal of the Loans or, if it exceeds such unpaid
principal, refunded to the Borrowers.  In determining whether the
interest contracted for, charged, or received by the Administrative Agent or a
Lender exceeds the Maximum Rate, such Person may, to the extent permitted by
applicable Law, (a) characterize any payment that is not principal as an
expense, fee, or premium rather than interest, (b) exclude voluntary prepayments
and the effects thereof, and (c) amortize, prorate, allocate, and spread in
equal or unequal parts the total amount of interest throughout the contemplated
term of the Obligations hereunder.

       

    
      
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    11.10.  Counterparts; Integration;
Effectiveness.  This Agreement may be executed in counterparts
(and by different parties hereto in different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract.  This Agreement and the other Loan Documents
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 that, when taken together, bear the signatures
of each of the other parties hereto.  Delivery of an executed
counterpart of a signature page of this Agreement by telecopy or other
electronic imaging means shall be effective as delivery of a manually executed
counterpart of this Agreement.

     

    11.11.  Survival of Representations
and Warranties.  All representations and warranties made
hereunder and in any other Loan Document or other document delivered pursuant
hereto or thereto or in connection herewith or therewith shall survive the
execution and delivery hereof and thereof.  Such representations and
warranties have been or will be relied upon by the Administrative Agent and each
Lender, regardless of any investigation made by the Administrative Agent or any
Lender or on their behalf and notwithstanding that the Administrative Agent or
any Lender may have had notice or knowledge of any Default at the time of any
Credit Extension, and shall continue in full force and effect as long as any
Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any
Letter of Credit shall remain outstanding.

     

    11.12.  Severability.  If
any provision of this Agreement or the other Loan Documents is held to be
illegal, invalid or unenforceable, (a) the legality, validity and enforceability
of the remaining provisions of this Agreement and the other Loan Documents shall
not be affected or impaired thereby and (b) the parties shall endeavor in good
faith negotiations to replace the illegal, invalid or unenforceable provisions
with valid provisions the economic effect of which comes as close as possible to
that of the illegal, invalid or unenforceable provisions.  The
invalidity of a provision in a particular jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.  Without
limiting the foregoing provisions of this Section 11.12, if and to the extent
that the enforceability of any provisions in this Agreement relating to
Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good
faith by the Administrative Agent, the L/C Issuer or the Swing Line Lender, as
applicable, then such provisions shall be deemed to be in effect only to the
extent not so limited.

     

    11.13.  Replacement of
Lenders.  If any Lender requests compensation under Section
3.04, or if the Borrowers are required to pay any additional amount to any
Lender or any Governmental Authority for the account of any Lender pursuant to
Section 3.01, or if any Lender is a Defaulting Lender or if any other
circumstance exists hereunder that gives the Borrowers the right to replace a
Lender as a party hereto, then the Borrowers may, at their 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, and consents required by, Section 11.06), all
of its interests, rights and obligations under this Agreement and the related
Loan Documents to an assignee that shall assume such obligations (which assignee
may be another Lender, if a Lender accepts such assignment); provided that:

       

    
      
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    (a)         the
US Borrower shall have paid to the Administrative Agent the assignment fee
specified in Section 11.06(b);

     

    (b)         such
Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and L/C Advances, accrued interest thereon, accrued fees
and all other amounts payable to it hereunder and under the other Loan Documents
(including any amounts under Section 3.05) from the assignee (to the extent of
such outstanding principal and accrued interest and fees) or the Borrowers (in
the case of all other amounts)

     

    (c)         in
the case of any such assignment resulting from a claim for compensation under
Section 3.04 or payments required to be made pursuant to Section 3.01, such
assignment will result in a reduction in such compensation or payments
thereafter; and

     

    (d)         such
assignment does not conflict with applicable Laws.

     

    A Lender
shall not be required to make any such assignment or delegation if, prior
thereto, as a result of a waiver by such Lender or otherwise, the circumstances
entitling the Borrowers to require such assignment and delegation cease to
apply.

     

    11.14.  Governing Law; Jurisdiction;
Etc.  (a)  GOVERNING
LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

     

    (b)           SUBMISSION TO
JURISDICTION.  THE BORROWERS AND EACH OTHER LOAN PARTY
IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK OR FEDERAL
COURT OF THE UNITED STATES SITTING IN NEW YORK CITY, AND ANY APPELLATE COURT
FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY
JUDGMENT, AND EACH OF THE PARTIES HERETO 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 COURT OR, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE 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 IN
ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT,
ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE
BORROWERS OR ANY OTHER LOAN PARTY OR ITS RESPECTIVE PROPERTIES IN THE COURTS OF
ANY JURISDICTION.

       

    
      
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Credit Agreement

         


      

      
        141

        
          

        

      

      
         


      

    

     

    (c)           WAIVER OF
VENUE.  THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY 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 APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM
TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

     

    (d)           SERVICE OF
PROCESS.  EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF
PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02.  NOTHING
IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN
ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

     

    11.15.  WAIVER OF JURY
TRIAL.  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR 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 PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PERSON 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 AND THE OTHER LOAN DOCUMENTS BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.

       

    
      
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Credit Agreement

         


      

      
        142

        
          

        

      

      
         


      

    

     

    11.16    No Advisory or Fiduciary
Responsibility.  In connection with all aspects of each
transaction contemplated hereby (including in connection with any amendment,
waiver or other modification hereof or of any other Loan Document), each of the
Borrowers and each Guarantor acknowledges and agrees, and acknowledges its
Affiliates’ understanding, that: (a) (i) the arranging and other services
regarding this Agreement provided by the Administrative Agent and the Arranger
are arm’s-length commercial transactions between the Borrowers, the Guarantors
and their respective Affiliates, on the one hand, and the Administrative Agent
and the Arranger on the other hand, (ii) each of the Borrowers and each
Guarantor has consulted its own legal, accounting, regulatory and tax advisors
to the extent it has deemed appropriate, and (iii) each of the Borrowers and
each Guarantor is capable of evaluating, and understands and accepts, the terms,
risks and conditions of the transactions contemplated hereby and by the other
Loan Documents; (b) (i) the Administrative Agent and the Arranger each is and
has been acting solely as a principal and, except as expressly agreed in writing
by the relevant parties, has not been, is not, and will not be acting as an
advisor, agent or fiduciary for the Borrowers, the Guarantors or any of their
respective Affiliates, or any other Person and (ii) neither the Administrative
Agent nor the Arranger has any obligation to the Borrowers, the Guarantors or
any of their respective Affiliates with respect to the transactions contemplated
hereby except those obligations expressly set forth herein and in the other Loan
Documents; and (c) the Administrative Agent and the Arranger and their
respective Affiliates may be engaged in a broad range of transactions that
involve interests that differ from those of the Borrowers, the Guarantors and
their respective Affiliates, and neither the Administrative Agent nor the
Arranger has any obligation to disclose any of such interests to the Borrowers,
Guarantors or any of their respective Affiliates.  To the fullest
extent permitted by law, each of the Borrowers and each Guarantor hereby waives
and releases any claims that it may have against the Administrative Agent and
the Arranger with respect to any breach or alleged breach of agency or fiduciary
duty in connection with any aspect of any transaction contemplated
hereby.

     

    11.17.  Electronic Execution of
Assignments and Certain Other Documents.  The words
“execution,” “signed,” “signature,” and words of like import in any Assignment
and Assumption or in any amendment or other modification hereof (including
waivers and consents) shall be deemed to include electronic signatures or the
keeping of records in electronic form, each of which shall be of the same legal
effect, validity or enforceability as a manually executed signature or the use
of a paper-based recordkeeping system, as the case may be, to the extent and as
provided for in any applicable Law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures
and Records Act, or any other similar state laws based on the Uniform Electronic
Transactions Act.

     

    11.18.  USA PATRIOT
Act.  Each Lender that is subject to the Act (as hereinafter
defined) and the Administrative Agent (for itself and not on behalf of any
Lender) hereby notifies the Borrowers  that pursuant to the
requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into
law October 26, 2001)) (the “Act”), it is required
to obtain, verify and record information that identifies each Loan Party, which
information includes the name and address of each Loan Party and other
information that will allow such Lender or the Administrative Agent, as
applicable, to identify each Loan Party in accordance with the
Act.  The Borrowers shall, promptly following a request by the
Administrative Agent or any Lender, provide all documentation and other
information that the Administrative Agent or such Lender requests in order to
comply with its ongoing obligations under applicable “know your customer” an
anti-money laundering rules and regulations, including the Act.

       

    
      
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Credit Agreement

         


      

      
        143

        
          

        

      

      
         


      

    

     

    11.19.  Judgment
Currency.  If, for the purposes of obtaining judgment in any
court, it is necessary to convert a sum due hereunder or any other Loan Document
in one currency into another currency, the rate of exchange used shall be that
at which in accordance with normal banking procedures the Administrative Agent
could purchase the first currency with such other currency on the Business Day
preceding that on which final judgment is given.  The obligation of
each Borrower in respect of any such sum due from it to the Administrative Agent
or any Lender hereunder or under the other Loan Documents shall, notwithstanding
any judgment in a currency (the “Judgment Currency”)
other than that in which such sum is denominated in accordance with the
applicable provisions of this Agreement (the “Agreement Currency”),
be discharged only to the extent that on the Business Day following receipt by
the Administrative Agent or such Lender, as the case may be, of any sum adjudged
to be so due in the Judgment Currency, the Administrative Agent or such Lender,
as the case may be, may in accordance with normal banking procedures purchase
the Agreement Currency with the Judgment Currency.  If the amount of
the Agreement Currency so purchased is less than the sum originally due to the
Administrative Agent or any Lender from any Borrower in the Agreement Currency,
such Borrower agrees, as a separate obligation and notwithstanding any such
judgment, to indemnify the Administrative Agent or such Lender, as the case may
be, against such loss.  If the amount of the Agreement Currency so
purchased is greater than the sum originally due to the Administrative Agent or
any Lender in such currency, the Administrative Agent or such Lender, as the
case may be, agrees to return the amount of any excess to such Borrower (or to
any other Person who may be entitled thereto under applicable Law).

     

    1.01.

       

    
      
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Credit Agreement

         


      

      
        144

        
          

        

      

      
         


      

    
 

    
       

      IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed as of the date
first above written.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          	
                                                                                                  COLFAX
      CORPORATION,

                                                                                                
	
                                                                                                  as
      US BORROWER and A EUROPEAN

                                                                                                
	
                                                                                                  OBLIGATIONS
      GUARANTOR

                                                                                                
	 
      	 
      
	
                                                                                                  By:

                                                                                                	 
      
	
                                                                                                  Name:

                                                                                                	 
      
	
                                                                                                  Title:

                                                                                                	 
      
	 
      	 
      
	
                                                                                                  COLFAX LLC, as a US
    OBLIGATIONS

                                                                                                
	
                                                                                                  GUARANTOR and A EUROPEAN

                                                                                                
	
                                                                                                  OBLIGATIONS GUARANTOR

                                                                                                
	 
      	 
      
	
                                                                                                  By:

                                                                                                	 
      
	
                                                                                                  Name:

                                                                                                	 
      
	
                                                                                                  Title:

                                                                                                	 
      
	 
      	 
      
	
                                                                                                  IMO INDUSTRIES INC., as a
  US

                                                                                                
	
                                                                                                  OBLIGATIONS GUARANTOR and
  A

                                                                                                
	
                                                                                                  EUROPEAN OBLIGATIONS
    GUARANTOR

                                                                                                
	 
      	 
      
	
                                                                                                  By:

                                                                                                	 
      
	
                                                                                                  Name:  

                                                                                                	 
      
	
                                                                                                  Title:

                                                                                                	 
      
	 
      	 
      
	
                                                                                                  WARREN PUMPS LLC, as a
US

                                                                                                
	
                                                                                                  OBLIGATIONS GUARANTOR and
  A

                                                                                                
	
                                                                                                  EUROPEAN OBLIGATIONS
    GUARANTOR

                                                                                                
	 
      	 
      
	
                                                                                                  By:

                                                                                                	 
      
	
                                                                                                  Name:

                                                                                                	 
      
	
                                                                                                  Title:

                                                                                                	 
      
	 
      	 
      
	
                                                                                                  CONSTELLATION PUMPS
      CORPORATION,

                                                                                                
	
                                                                                                  as a US OBLIGATIONS GUARANTOR and
      A

                                                                                                
	
                                                                                                  EUROPEAN OBLIGATIONS
    GUARANTOR

                                                                                                
	 
      	 
      
	
                                                                                                  By:

                                                                                                	 
      
	
                                                                                                  Name:

                                                                                                	 
      
	
                                                                                                  Title:

                                                                                                	 
      


                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
          Colfax
Credit Agreement

           


        

        
           


          
            

          

        

        
           


        

      

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    	
                                                            CPC INTERNATIONAL LLC, as a
    US

                                                          
	
                                                            OBLIGATIONS GUARANTOR and
  A

                                                          
	
                                                            EUROPEAN OBLIGATIONS
    GUARANTOR

                                                          
	 
      	 
      
	
                                                            By:

                                                          	 
      
	
                                                            Name:

                                                          	 
      
	
                                                            Title:

                                                          	 
      
	 
      	 
      
	
                                                            LUBRICATION SYSTEMS COMPANY
    OF

                                                          
	
                                                            TEXAS LLC, as a US
    OBLIGATIONS

                                                          
	
                                                            GUARANTOR and A EUROPEAN

                                                          
	
                                                            OBLIGATIONS GUARANTOR

                                                          
	 
      	 
      
	
                                                            By:

                                                          	 
      
	
                                                            Name:

                                                          	 
      
	
                                                            Title:

                                                          	 
      
	 
      	 
      
	
                                                            FAIRMOUNT AUTOMATION, INC., as a
      US

                                                          
	
                                                            OBLIGATIONS GUARANTOR and
  A

                                                          
	
                                                            EUROPEAN OBLIGATIONS
    GUARANTOR

                                                          
	 
      	 
      
	
                                                            By:

                                                          	 
      
	
                                                            Name:  

                                                          	 
      
	
                                                            Title:

                                                          	 
      
	 
      	 
      
	
                                                            CLFX SUB HOLDING LLC, as a US

                                                            OBLIGATIONS GUARANTOR and A

                                                            EUROPEAN OBLIGATIONS
    GUARANTOR

                                                          
	 
      	 
      
	
                                                            By:

                                                          	 
      
	
                                                            Name:

                                                          	 
      
	
                                                            Title:

                                                          	 
      
	 
      	 
      
	
                                                            PORTLAND VALVE LLC, as a
  US

                                                          
	
                                                            OBLIGATIONS GUARANTOR and
  A

                                                          
	
                                                            EUROPEAN OBLIGATIONS
    GUARANTOR

                                                          
	 
      	 
      
	
                                                            By:

                                                          	 
      
	
                                                            Name:

                                                          	 
      
	
                                                            Title:

                                                          	 
      


                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
          Colfax
Credit Agreement

           


        

        
           


          
            

          

        

        
           


        

      

      


      
        
          
            
              
                	
                        ALLWEILER
      AKTIENGESELLSCHAFT,

                      
	
                        as
      EUROPEAN BORROWER

                      
	 
      	 
      
	
                        By:

                      	 
      
	
                        Name:  

                      	 
      
	
                        Title:

                      	 
      


              

            

          

        

      


      
        
          Colfax
Credit Agreement

           


        

        
           


          
            

          

        

        
           


        

      

      


      
        
          
            
              
                
                  
                    
                      	
                              ALLWEILER GROUP GMBH,

                            
	
                              [USas a EUROPEAN
      OBLIGATIONS

                            
	
                              GUARANTORS]GUARANTOR

                            
	 
      	 
      
	
                              By:

                            	 
      
	
                              Name:  

                            	 
      
	
                              Title:

                            	 
      


                    

                  

                

              

            

          

        

      


      
        
          Colfax
Credit Agreement

           


        

        
           


          
            

          

        

        
           


        

      

      


      
        
          
            
              
                
                  
                    
                      	
                              IMO AKTIEBOLAG,

                            
	
                              [as a EUROPEAN
      OBLIGATIONS

                            
	
                              GUARANTORS]GUARANTOR

                            
	 
      	 
      
	
                              By:

                            	 
      
	
                              Name:  

                            	 
      
	
                              Title:

                            	 
      


                    

                  

                

              

            

          

        

      


      
        
          Colfax
Credit Agreement

           


        

        
           


          
            

          

        

        
           


        

      


      
        
          
            
              
                	
                        BANK
      OF AMERICA, N.A.,

                      
	
                        as
      ADMINISTRATIVE AGENT

                      
	 
      	 
      
	
                        By:

                      	 
      
	
                        Name:  

                      	 
      
	
                        Title:

                      	 
      


              

            

          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        
          
            
              
                	
                        BANK
      OF AMERICA, N.A., as A LENDER, L/C

                      
	
                        ISSUER
      AND SWING LINE LENDER

                      
	 
      	 
      
	
                        By:

                      	 
      
	
                        Name:  

                      	 
      
	
                        Title:

                      	 
      


              

            

          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        
          
            	 
      	
                    [OTHER
      LENDERS]

                  


          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
II

       

      MANDATORY
COST FORMULAE

       

      
        	
                1.

              	
                The
      Mandatory Cost (to the extent applicable) is an addition to the interest
      rate to compensate Lenders for the cost of compliance with the
      requirements(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 requirments 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 “Additional
      Cost 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’ Additional Cost
      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.  The Administrative Agent will, at the request of the
      Borrowers or any Lender, deliver to the Borrowers or such Lender as the
      case may be, a statement setting forth the calculation of any Mandatory
      Cost.

              


      

       

      
        	
                3.

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

              


      

       

      
        	
                4.

              	
                The Additional Cost
      Rate for any Lender lending from a Lending Office in the United Kingdom
      will be calculated by the Administrative Agent as
      follows:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                in relation to any
      Loan in Sterling:

              


      

       

      
        
          	
                  
                    AB+C(B-D)+E x 0.01

                  

                	
                    per cent per

                
	
                  100 - (A+C)

                	
                    annum

                


        

      

       

      
        	
                 
      

              	
                (b)

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

              


      

       

      
        
          	
                  
                    E x 0.01

                  

                	
                    per cent
    per

                
	
                  300

                	
                    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, the Mandatory Cost and any
      interest charged on overdue amounts pursuant to the first sentence of
      Section 2.08(b) and, in the case of interest (other than on overdue
      amounts) charged at the Default Rate, without counting any increase in
      interest rate effected by the charging of the Default Rate) payable for
      the relevant Interest Period of such
  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 Lenders 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)

              	
                “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;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                “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); and

              


      

       

      
        	
                 
      

              	
                (d)

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

              


      

       

      
        	
                6.

              	
                In application of the
      above formulae, A, B, C and D will be included in the formulae as
      percentages (i.e. 5% 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.

              


      

       

      
        	
                7.

              	
                If requested by the
      Administrative Agent or a Borrower, each Lender with a Lending Office in
      the United Kingdom or a Participating Member State shall, as soon as
      practicable after publication by the Financial Services Authority, supply
      to the Administrative Agent and the Borrowers, the rate of charge payable
      by such Lender 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 such Lender as being the average
      of the Fee Tariffs applicable to such Lender for that financial year) and
      expressed in pounds per £1,000,000 of the Tariff Base of such
      Lender.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        	
                8.

              	
                4.
      Each Lender shall supply any information required by the
      Administrative Agent for the purpose of calculating its Additional Cost
      Rate.  In particular, but without limitation, each Lender shall
      supply the following information in writing on or prior to the date on
      which it becomes a Lender:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                the
      jurisdiction of the Lending Office out of which it is making available its
      participation in the relevant Loan;
and

              


      

       

      
        	
                 
      

              	
                (b)

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

              


      

       

      Each
Lender shall promptly notify the Administrative Agent in writing 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 Lender 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 lending office in the same jurisdiction as its Lending
      Office.

              


      

       

      
        	
                10.

              	
                5.
      The Administrative Agent shall have no liability to any Person if
      such determination results in an Additional Cost Rate which over- or
      under-compensates any Lender and shall be entitled to assume that the
      information provided by any Lender pursuant to paragraphs 33,
      7 and 48
      above is true and correct in all
respects.

              


      

       

      
        	
                11.

              	
                6.
      The Administrative Agent shall distribute the additional amounts
      received as a result of the Mandatory Cost to the Lenders on the basis of
      the Additional Cost Rate for each Lender based on the information provided
      by each Lender pursuant to above paragraphs 33,
      7 and 4.8.

              


      

       

      
        	
                12.

              	
                7.
      Any determination by the Administrative Agent pursuant to this
      Schedule in relation to a formula, the Mandatory Cost, an Additional Cost
      Rate or any amount payable to a Lender shall, in the absence of manifest
      error, be conclusive and binding on all parties
  hereto.

              


      

       

      
        	
                13.

              	
                8.
      The Administrative Agent may from time to time, after consultation
      with the Borrowers and the Lenders, determine and notify to all parties
      any amendments which are required to be made to this Schedule 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.