Exhibit 10.1






CREDIT AGREEMENT


dated as of September 21, 2007,


among


SPX CORPORATION,


The Foreign Subsidiary Borrowers Party Hereto,


The Lenders Party Hereto,


BANK
OF AMERICA, N.A.,


as Administrative Agent,


DEUTSCHE
BANK AG DEUTSCHLANDGESCHÄFT BRANCH,


as Foreign Trade Facility Agent,


JPMORGAN
CHASE BANK, N.A,


as Syndication Agent


and


CITIBANK,
N.A.


and


THE
BANK OF NOVA SCOTIA,


as Co-Documentation Agents






BANC
OF AMERICA SECURITIES LLC,


and


DEUTSCHE
BANK AG DEUTSCHLANDGESCHÄFT BRANCH,


as Joint Lead Arrangers


BANC
OF AMERICA SECURITIES LLC,


DEUTSCHE
BANK AG DEUTSCHLANDGESCHÄFT BRANCH,


and


J.P.
MORGAN SECURITIES INC.,


as Joint Book Managers






 



 i
 









TABLE OF CONTENTS


	
  ARTICLE I  DEFINITIONS

  	
  1

  
	
   

  	
  Section 1.1.

  	
  Defined Terms

  	
  1

  
	
   

  	
  Section 1.2.

  	
  Classification of Loans and Borrowings

  	
  30

  
	
   

  	
  Section 1.3.

  	
  Terms Generally

  	
  30

  
	
   

  	
  Section 1.4.

  	
  Accounting Terms; GAAP

  	
  31

  
	
   

  	
  Section 1.5.

  	
  Exchange Rates

  	
  31

  
	
   

  	
  Section 1.6.

  	
  Currency Conversion

  	
  31

  
	
   

  	
  Section 1.7.

  	
  Times of Day

  	
  32

  
	
   

  	
  Section 1.8.

  	
  Face Amount

  	
  32

  
	
  ARTICLE II  THE
  CREDITS

  	
  32

  
	
   

  	
  Section 2.1.

  	
  Commitments; Incremental Facilities

  	
  32

  
	
   

  	
  Section 2.2.

  	
  Loans and Borrowings

  	
  33

  
	
   

  	
  Section 2.3.

  	
  Requests for Borrowings

  	
  34

  
	
   

  	
  Section 2.4.

  	
  Swingline Loans

  	
  35

  
	
   

  	
  Section 2.5.

  	
  Letters of Credit

  	
  36

  
	
   

  	
  Section 2.6.

  	
  Foreign Credit Instruments

  	
  41

  
	
   

  	
  Section 2.7.

  	
  Funding of Borrowings

  	
  59

  
	
   

  	
  Section 2.8.

  	
  Interest Elections

  	
  59

  
	
   

  	
  Section 2.9.

  	
  Termination and Reduction of Commitments

  	
  61

  
	
   

  	
  Section 2.10.

  	
  Evidence of Debt

  	
  61

  
	
   

  	
  Section 2.11.

  	
  Repayment of Loans

  	
  62

  
	
   

  	
  Section 2.12.

  	
  Prepayment of Loans

  	
  63

  
	
   

  	
  Section 2.13.

  	
  Certain Payment Application Matters

  	
  64

  
	
   

  	
  Section 2.14.

  	
  Fees

  	
  65

  
	
   

  	
  Section 2.15.

  	
  Interest

  	
  66

  
	
   

  	
  Section 2.16.

  	
  Alternate Rate of Interest

  	
  67

  
	
   

  	
  Section 2.17.

  	
  Increased Costs

  	
  68

  
	
   

  	
  Section 2.18.

  	
  Break Funding Payments

  	
  69

  
	
   

  	
  Section 2.19.

  	
  Taxes

  	
  69

  
	
   

  	
  Section 2.20.

  	
  Payments Generally; Pro Rata Treatment; Sharing of
  Set-offs

  	
  72

  
	
   

  	
  Section 2.21.

  	
  Mitigation Obligations; Replacement of Lenders

  	
  73

  
	
   

  	
  Section 2.22.

  	
  Change in Law

  	
  74

  
	
   

  	
  Section 2.23.

  	
  Foreign Subsidiary Borrowers

  	
  75

  
	
  ARTICLE III  REPRESENTATIONS
  AND WARRANTIES

  	
  76

  
	
   

  	
  Section 3.1.

  	
  Organization; Powers

  	
  76

  
	
   

  	
  Section 3.2.

  	
  Authorization; Enforceability

  	
  76

  
	
   

  	
  Section 3.3.

  	
  Governmental Approvals; No Conflicts

  	
  76

  
	
   

  	
  Section 3.4.

  	
  Financial Condition; No Material Adverse Change

  	
  77

  
	
   

  	
  Section 3.5.

  	
  Properties

  	
  77

  
	
   

  	
  Section 3.6.

  	
  Litigation and Environmental Matters

  	
  77

  
	
   

  	
  Section 3.7.

  	
  Compliance with Laws and Agreements

  	
  78

  
	
   

  	
  Section 3.8.

  	
  Investment Company Status

  	
  78

  
	
   

  	
  Section 3.9.

  	
  Taxes

  	
  78

  
	
   

  	
  Section 3.10.

  	
  ERISA

  	
  78

  



 



 ii
 









 


	
  

  	
  Section 3.11.

  	
  Disclosure

  	
  78

  
	
   

  	
  Section 3.12.

  	
  Subsidiaries

  	
  79

  
	
   

  	
  Section 3.13.

  	
  Labor Matters

  	
  79

  
	
   

  	
  Section 3.14.

  	
  Solvency

  	
  79

  
	
   

  	
  Section 3.15.

  	
  Senior Indebtedness

  	
  79

  
	
   

  	
  Section 3.16.

  	
  Security Documents

  	
  79

  
	
  ARTICLE IV  CONDITIONS

  	
  80

  
	
   

  	
  Section 4.1.

  	
  Effective Date

  	
  80

  
	
   

  	
  Section 4.2.

  	
  Each Credit Event

  	
  81

  
	
  ARTICLE V  AFFIRMATIVE
  COVENANTS

  	
  82

  
	
   

  	
  Section 5.1.

  	
  Financial Statements and Other Information

  	
  82

  
	
   

  	
  Section 5.2.

  	
  Notices of Material Events

  	
  84

  
	
   

  	
  Section 5.3.

  	
  Information Regarding Collateral

  	
  84

  
	
   

  	
  Section 5.4.

  	
  Existence; Conduct of Business

  	
  85

  
	
   

  	
  Section 5.5.

  	
  Payment of Obligations

  	
  85

  
	
   

  	
  Section 5.6.

  	
  Maintenance of Properties

  	
  85

  
	
   

  	
  Section 5.7.

  	
  Insurance

  	
  85

  
	
   

  	
  Section 5.8.

  	
  Books and Records; Inspection and Audit Rights

  	
  85

  
	
   

  	
  Section 5.9.

  	
  Compliance with Laws and Contractual Obligations

  	
  86

  
	
   

  	
  Section 5.10.

  	
  Use of Proceeds and Letters of Credit and Foreign
  Credit Instruments

  	
  86

  
	
   

  	
  Section 5.11.

  	
  Additional Collateral

  	
  86

  
	
   

  	
  Section 5.12.

  	
  Further Assurances

  	
  88

  
	
   

  	
  Section 5.13.

  	
  Post-Closing Obligations

  	
  88

  
	
  ARTICLE VI  NEGATIVE COVENANTS

  	
  88

  
	
   

  	
  Section 6.1.

  	
  Financial Condition Covenants

  	
  88

  
	
   

  	
  Section 6.2.

  	
  Indebtedness

  	
  89

  
	
   

  	
  Section 6.3.

  	
  Liens

  	
  91

  
	
   

  	
  Section 6.4.

  	
  Fundamental Changes

  	
  93

  
	
   

  	
  Section 6.5.

  	
  Investments, Loans, Advances, Guarantees and
  Acquisitions

  	
  94

  
	
   

  	
  Section 6.6.

  	
  Disposition of Assets

  	
  96

  
	
   

  	
  Section 6.7.

  	
  Sale and Leaseback Transactions

  	
  97

  
	
   

  	
  Section 6.8.

  	
  Restricted Payments

  	
  97

  
	
   

  	
  Section 6.9.

  	
  Payments of Certain Indebtedness; Certain Derivative
  Transactions.

  	
  98

  
	
   

  	
  Section 6.10.

  	
  Transactions with Affiliates

  	
  99

  
	
   

  	
  Section 6.11.

  	
  Restrictive Agreements

  	
  99

  
	
   

  	
  Section 6.12.

  	
  Amendment of Material Documents, etc

  	
  100

  
	
  ARTICLE VII  EVENTS OF DEFAULT

  	
  101

  
	
  ARTICLE VIII  THE
  AGENTS

  	
  103

  
	
   

  	
  Section 8.1.

  	
  Appointment and Authority

  	
  103

  
	
   

  	
  Section 8.2.

  	
  Rights as a Lender

  	
  104

  
	
   

  	
  Section 8.3.

  	
  Exculpatory Provisions

  	
  104

  
	
   

  	
  Section 8.4.

  	
  Reliance by the Agents

  	
  105

  
	
   

  	
  Section 8.5.

  	
  Delegation of Duties

  	
  105

  
	
   

  	
  Section 8.6.

  	
  Resignation of Agents

  	
  106

  
	
   

  	
  Section 8.7.

  	
  Non-Reliance on Agents and Other Lenders

  	
  107

  
	
   

  	
  Section 8.8.

  	
  No Other Duties; Etc

  	
  107

  
								



 



 iii
 









 


	
  

  	
  Section 8.9.

  	
  Administrative Agent May File Proofs of Claim

  	
  108

  
	
   

  	
  Section 8.10.

  	
  Collateral and Guaranty Matters

  	
  108

  
	
  ARTICLE IX  MISCELLANEOUS

  	
  109

  
	
   

  	
  Section 9.1.

  	
  Notices

  	
  109

  
	
   

  	
  Section 9.2.

  	
  Waivers; Amendments

  	
  110

  
	
   

  	
  Section 9.3.

  	
  Expenses; Indemnity; Damage Waiver

  	
  113

  
	
   

  	
  Section 9.4.

  	
  Successors and Assigns; Participations and
  Assignments

  	
  114

  
	
   

  	
  Section 9.5.

  	
  Survival

  	
  119

  
	
   

  	
  Section 9.6.

  	
  Counterparts; Integration

  	
  119

  
	
   

  	
  Section 9.7.

  	
  Severability

  	
  119

  
	
   

  	
  Section 9.8.

  	
  Right of Setoff

  	
  119

  
	
   

  	
  Section 9.9.

  	
  Governing Law; Jurisdiction; Consent to Service of
  Process

  	
  120

  
	
   

  	
  Section 9.10.

  	
  Headings

  	
  120

  
	
   

  	
  Section 9.11.

  	
  Confidentiality

  	
  120

  
	
   

  	
  Section 9.12.

  	
  WAIVER OF JURY TRIAL

  	
  121

  
	
   

  	
  Section 9.13.

  	
  Release of Collateral.

  	
  121

  
	
   

  	
  Section 9.14.

  	
  Judgment Currency

  	
  122

  
	
   

  	
  Section 9.15.

  	
  USA Patriot Act Notice

  	
  123

  
	
   

  	
  Section 9.16.

  	
  No Advisory or Fiduciary Responsibility

  	
  123

  
	
   

  	
  Section 9.17.

  	
  Waiver of Notice of Termination

  	
  123

  



 



 iv
 









 


	
  SCHEDULES:

  	
   

  
	
   

  	
   

  
	
  1.1A

  	
   

  	
  Commitments

  	
   

  
	
  1.1B

  	
   

  	
  Material Subsidiaries

  	
   

  
	
  1.1C

  	
   

  	
  Foreign Credit Instrument Requirements

  	
   

  
	
  1.1D

  	
   

  	
  Additional Currencies

  	
   

  
	
  2.5

  	
   

  	
  Existing Letters of Credit

  	
   

  
	
  2.6(a)

  	
   

  	
  Existing Foreign Credit Instruments

  	
   

  
	
  2.6(g)

  	
   

  	
  Obligations of Foreign Issuing Lenders

  	
   

  
	
  2.6(k)

  	
   

  	
  Procedures for Release of Foreign Credit Instruments

  	
   

  
	
  2.6(m)

  	
   

  	
  Form of Agreement for Joint Signature Foreign Credit
  Instruments

  	
   

  
	
  2.6(r)

  	
   

  	
  Reports

  	
   

  
	
  2.23

  	
   

  	
  Foreign Subsidiary Borrowers

  	
   

  
	
  3.4

  	
   

  	
  Disclosed Matters

  	
   

  
	
  3.12

  	
   

  	
  Subsidiaries

  	
   

  
	
  3.16

  	
   

  	
  UCC Filing Jurisdictions

  	
   

  
	
  6.2

  	
   

  	
  Existing Indebtedness

  	
   

  
	
  6.3

  	
   

  	
  Existing Liens

  	
   

  
	
  6.5

  	
   

  	
  Existing Investments

  	
   

  
	
  6.11

  	
   

  	
  Existing Restrictions

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXHIBITS:

  	
   

  
	
   

  	
   

  
	
  A

  	
   

  	
  Form of Guarantee and Collateral Agreement

  	
   

  
	
  B

  	
   

  	
  Form of Closing Certificate

  	
   

  
	
  C

  	
   

  	
  Form of Assignment and Assumption

  	
   

  
	
  D

  	
   

  	
  Form of Exemption Certificate

  	
   

  
	
  E

  	
   

  	
  Form of Borrowing Subsidiary Agreement

  	
   

  
	
  F

  	
   

  	
  Form of Borrowing Subsidiary Termination

  	
   

  
	
  G

  	
   

  	
  Form of Incremental Facility Activation Notice

  	
   

  
	
  H

  	
   

  	
  Form of New Lender Supplement

  	
   

  
	
  I

  	
   

  	
  Form of Utilization Request

  	
   

  
	
  J

  	
   

  	
  Form of Domestic Revolving Note

  	
   

  
	
  K

  	
   

  	
  Form of Global Revolving Note

  	
   

  
	
  L

  	
   

  	
  Form of Swingline Note

  	
   

  
	
  M

  	
   

  	
  Form of Term Note

  	
   

  
	
  N

  	
   

  	
  Form of Compliance Certificate

  	
   

  
	
  O

  	
   

  	
  Form of Foreign Issuing Lender Joinder Agreement

  	
   

  



 



 v















CREDIT AGREEMENT


CREDIT AGREEMENT, dated as of September 21, 2007,
among SPX CORPORATION, a Delaware corporation (the “Parent Borrower”),
the Foreign Subsidiary Borrowers (as hereinafter defined) party hereto, the
Lenders party hereto, DEUTSCHE BANK AG DEUTSCHLANDGESCHÄFT BRANCH, as Foreign
Trade Facility Agent, and BANK OF AMERICA, N.A., as Administrative Agent.


The parties hereto hereby agree as follows:


ARTICLE
I



DEFINITIONS


Section
1.1.            Defined Terms.


As used in this Agreement, the following terms have
the meanings specified below:


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


“Act”: 
as defined in Section 9.15.


“Additional Commitment Lender”:  as defined in Section 2.6(b)(iii).


“Additional Foreign Issuing Lender”:  as defined in Section 2.6(b)(iv).


“Adjusted LIBO Rate”:  with respect to any Eurocurrency Borrowing
for any Interest Period, an interest rate per annum (rounded upwards, if
necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such
Interest Period multiplied by (b) the LIBO Reserve Percentage.


“Administrative Agent”:  Bank of America, in its capacity as
administrative agent for the Lenders hereunder; it being understood that
matters concerning Foreign Credit Instruments will be administered by Deutsche
Bank (the “Foreign Trade Facility Agent”) and therefore all notices
concerning such Foreign Credit Instruments will be required to be given at the
Foreign Trade Administrative Office.


“Administrative Agent’s Office”:  with respect to any currency, the
Administrative Agent’s address as set forth in Section 9.1(b) with
respect to such currency or such other address with respect to such currency as
the Administrative Agent may from time to time notify to the Parent Borrower
and the Lenders.


“Administrative Questionnaire”:  an Administrative Questionnaire in a form
supplied by the Administrative Agent.


“Advance Payment Guarantee”:  a customary standby letter of credit or bank
guarantee or surety issued by a Foreign Issuing Lender in favor of customers of
the Parent Borrower or any of its Subsidiaries for the purpose of securing the
obligation to refund advance payments made by such customers in the case
contractual obligations vis-à-vis such
customers are not fulfilled.


“Affiliate”: 
as to any Person, any other Person that, directly or indirectly, is in
control of, is controlled by, or is under common control with, such
Person.  For purposes of this definition,
“control” of













a Person means the power, directly or indirectly, either to (a) vote
10% or more of the securities having ordinary voting power for the election of
directors (or persons performing similar functions) of such Person or (b)
direct or cause the direction of the management and policies of such Person,
whether by contract or otherwise.


“Agent Parties”:  as defined in Section 9.1.


“Agents”: 
the Administrative Agent and the Foreign Trade Facility Agent, and “Agent”
means any one of them.


“Agreement”: 
this Credit Agreement.


“Alternate Base Rate”:  for any day a fluctuating rate per annum
equal to the higher of (a) the Federal Funds Effective Rate plus 0.50%
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 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.  Any change in the “prime
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.


“Alternative Currency”:  each of Euro, Sterling, each of the
currencies of the countries specified on Schedule 1.1D and any currency
that is freely available, freely transferable and freely convertible into
Dollars and in which dealings in deposits are carried on in the London
interbank market; provided that such currency is reasonably acceptable
to the Administrative Agent and the applicable Issuing Lender.


“Alternative Currency LC Exposure”:  at any time, the sum of (a) the Dollar Equivalent
of the aggregate outstanding amount of obligations under all Alternative
Currency Letters of Credit at such time plus (b) the Dollar Equivalent of the
aggregate principal amount of all LC Disbursements in respect of Alternative
Currency Letters of Credit that have not yet been reimbursed at such time.


“Alternative Currency Letter of Credit”:  a Letter of Credit denominated in an
Alternative Currency.


“Applicable Percentage”:  with respect to any Lender, (a) with respect
to such Lender’s Domestic Revolving Commitment at any time, the percentage of
the total Domestic Revolving Commitments represented by such Lender’s Domestic
Revolving Commitment, (b) with respect to such Lender’s Global Revolving
Commitment at any time, the percentage of the total Global Revolving
Commitments represented by such Lender’s Global Revolving Commitment and (c)
with respect to such Lender’s Foreign Credit Commitment at any time, the
percentage of the total Foreign Credit Commitments represented by such Lender’s
Foreign Credit Commitment.  If (x) the
Domestic Revolving Commitments have terminated or expired, the Applicable
Percentages shall be determined based upon the Domestic Revolving Commitments
most recently in effect, giving effect to any assignments, (y) the Global Revolving
Commitments have terminated or expired, the Applicable Percentages shall be
determined based upon the Global Revolving Commitments most recently in effect,
giving effect to any assignments or (z) the Foreign Credit Commitments have
terminated or expired, the Applicable Percentages shall be determined based
upon the Foreign Credit Commitments most recently in effect, giving effect to
any assignments.


“Applicable Rate”:  (a) with respect to any Loans (other than
Incremental Term Loans), Domestic Revolving Commitment Fees, Global Revolving
Commitment Fees, Letter of Credit Fees, Foreign Credit



 2
 









Instrument Fees and Foreign Credit Commitment Fees for any day, the
applicable rate per annum set forth below in the applicable grid, based upon
the Consolidated Leverage Ratio as of the most recent Determination Date:


	
  Pricing

  Tier

  	
    

  	
  Consolidated

  Leverage

  Ratio

  	
   

  	
  Domestic

  Revolving

  Commitment

  Fee

  	
   

  	
  Global 

  Revolving

  Commitment

  Fee

  	
   

  	
  Letter of

  Credit

  Fee

  	
   

  	
  Foreign

  Credit

  Commitment

  Fee

  	
   

  	
  Foreign

  Credit

  Instrument

  Fee

  	
   

  	
  LIBO Rate

  Loans

  	
   

  	
  ABR Loans

  	
   

  
	
  1

  	
   

  	
  <
  1.0 to 1.0

  	
   

  	
  0.175

  	
  %

  	
  0.175

  	
  %

  	
  0.875

  	
  %

  	
  0.175

  	
  %

  	
  0.65625

  	
  %

  	
  0.875

  	
  %

  	
  0.00

  	
  %

  
	
  2

  	
   

  	
  >
  1.0 to 1.0 but < 1.5 to 1.0

  	
   

  	
  0.20

  	
  %

  	
  0.20

  	
  %

  	
  1.00

  	
  %

  	
  0.20

  	
  %

  	
  0.75

  	
  %

  	
  1.00

  	
  %

  	
  0.00

  	
  %

  
	
  3

  	
   

  	
  >
  1.5 to 1.0 but < 2.0 to 1.0

  	
   

  	
  0.25

  	
  %

  	
  0.25

  	
  %

  	
  1.25

  	
  %

  	
  0.25

  	
  %

  	
  0.9375

  	
  %

  	
  1.25

  	
  %

  	
  0.25

  	
  %

  
	
  4

  	
   

  	
  >
  2.0 to 1.0 but < 3.0 to 1.0

  	
   

  	
  0.30

  	
  %

  	
  0.30

  	
  %

  	
  1.50

  	
  %

  	
  0.30

  	
  %

  	
  1.125

  	
  %

  	
  1.50

  	
  %

  	
  0.50

  	
  %

  
	
  5

  	
   

  	
  >
  3.0 to 1.0

  	
   

  	
  0.35

  	
  %

  	
  0.35

  	
  %

  	
  1.75

  	
  %

  	
  0.35

  	
  %

  	
  1.3125

  	
  %

  	
  1.75

  	
  %

  	
  0.75

  	
  %

  



 


and (b) for Incremental Term Loans, such per annum rates as shall be
agreed to by the Parent Borrower and the applicable Incremental Term Lenders as
shown in the applicable Incremental Facility Activation Notice; provided
that, at the time of the making of any Incremental Term Loans, the Applicable
Rate for the other Term Loans shall automatically be increased if and to the
extent required by Section 2.1(b).


For purposes of the foregoing, (a) the Consolidated
Leverage Ratio shall be determined as of the end of each fiscal quarter of the
Parent Borrower’s fiscal year based upon the Parent Borrower’s consolidated
financial statements delivered pursuant to Section 5.1(a) or (b),
and (b) each change in the Applicable Rate resulting from a change in the
Consolidated Leverage Ratio shall be effective during the period commencing on
and including the date of delivery to the Administrative Agent of such
consolidated financial statements indicating such change and ending on the date
immediately preceding the effective date of the next such change; provided
that (i) Pricing Tier 5 shall apply at any time that an Event of Default has
occurred and is continuing or (ii) at the option of the Administrative Agent or
at the request of the Required Lenders, if a Compliance Certificate is not
delivered when due in accordance with Section 5.1(a) or (b),
Pricing Tier 5 shall apply as of the first Business Day after the date on which
such Compliance Certificate was required to have been delivered and shall
continue to apply until the first Business Day immediately following the date a
Compliance Certificate is delivered in accordance with Section 5.1(a) or
(b), whereupon the Applicable Rate shall be adjusted based upon the
calculation of the Consolidated Leverage Ratio contained in such Compliance
Certificate.  The Applicable Rate in
effect from the Effective Date through the first Business Day immediately
following the date a Compliance Certificate is required to be delivered
pursuant to Section 5.1(b) for the fiscal quarter ending September 30,
2007 shall be determined based upon Pricing Tier 2.  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 2.15(f).


“Applicable Time”:  with respect to any borrowings and payments
in any Qualified Global Currency, the local time in the place of settlement for
such Alternative Currency as may be determined by the Administrative Agent to
be necessary for timely settlement on the relevant date in accordance with
normal banking procedures in the place of payment.



 3
 









“Approved Fund”:  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.


“Asset Swap”: 
the exchange by the Parent Borrower or a Subsidiary of any portion of
its assets for other assets which, or Capital Stock of a Person all or
substantially all of the assets of which, are of a type used in the business of
the Parent Borrower or in a related business, or a combination of any such assets
or Capital Stock of such a Person and cash or Permitted Investments; provided
that in the case of any such exchange involving the exchange of assets having
an aggregate fair market value in excess of $100,000,000, either (a) the board
of directors of the Parent Borrower or (b) the chief financial officer of the
Parent Borrower shall have determined in good faith that the aggregate fair
market value of the assets and other consideration received in connection
therewith shall at least equal the aggregate fair market value of the assets so
exchanged.


“Assignee Group”:  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”: an assignment
and assumption entered into by a Lender and an Eligible Assignee (with the
consent of any party whose consent is required by Section 9.4(b)), and
accepted by the Administrative Agent, in substantially the form of Exhibit C
or any other form approved by the Administrative Agent.


“Attributable Debt”:  in respect of a Sale/Leaseback Transaction,
as at the time of determination, the present value (discounted at the interest
rate assumed in making calculations in accordance with FAS 13) of the total
obligations of the Parent Borrower or the relevant Subsidiary, as lessee, for
rental payments during the remaining term of the lease included in such
Sale/Leaseback Transaction (including any period for which such lease has been
extended).


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


“BAS”:  Banc of America Securities LLC, in its
capacity as joint lead arranger and joint book manager.


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


“Borrower Materials”:
as defined in Section 5.1.


“Borrowers”: 
the collective reference to the Parent Borrower and the Foreign
Subsidiary Borrowers.


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


“Borrowing Request”:  a request by the relevant Borrower for a
Borrowing in accordance with Section 2.3.


“Borrowing Subsidiary Agreement”:  a Borrowing Subsidiary Agreement, substantially
in the form of Exhibit E.



 4
 









“Borrowing Subsidiary Termination”:  a Borrowing Subsidiary Termination,
substantially in the form of Exhibit F.


“Business Day”:  any day that is not a Saturday, Sunday or
other day on which commercial banks in New York City or (except in the case of
Dollar-denominated Loans) London are authorized or required by law to remain
closed; provided that (a) with respect to any borrowings, disbursements
and payments in respect of and calculations, interest rates and Interest Periods
pertaining to Eurocurrency Loans, such day is also a day on which banks are
open for general business in the principal financial center of the country of
the relevant currency, (b) with respect to notices and determinations in
connection with, and payments of principal and interest on, Loans denominated
in Euros, such day is also a day on which the Trans-European Automated
Real-Time Gross Settlement Express Transfer System (TARGET) (or, if such
clearing system ceases to be operative, such other clearing system (if any)
determined by the Administrative Agent to be a suitable replacement) is open
for settlement of payment in Euros, (c) with respect to the issuance of any
Foreign Credit Instrument by a Foreign Issuing Lender, such day is also a day
on which banks are open for general business at the Foreign Trade
Administrative Office and the Lending Office of such Foreign Issuing Lender,
(d) with respect to any Utilization Reduction Notice given by a Foreign Issuing
Lender, such day is also a day on which banks are open for general business at
the Lending Office of such Foreign Issuing Lender, (e) with respect to any
calculation of the Dollar Equivalent pursuant to Section 2.6(n), the
distribution of reports pursuant to Section 2.6(r) and the determination
of a Rebasing Date, such day is also a day on which banks are open for general
business at the Foreign Trade Administrative Office and (f) in all other cases
with respect to the Foreign Trade Facility, such day is also a day on which
banks are open for general business in Düsseldorf.


“Calculation Date”:  two Business Days prior to the last Business
Day of each calendar quarter; provided that each date that is on or
about the date of any borrowing request or rollover request with respect to any
Qualified Global Currency Loan or of any issuance or maturity extension of a
Letter of Credit denominated in an Alternative Currency shall also be a “Calculation
Date” with respect to the relevant Qualified Global Currency or Alternative
Currency, as the case may be.


“Capital Lease Obligations”:  with respect to any Person, the obligations
of such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.


“Capital Stock”:  shares of capital stock, partnership
interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity ownership interests in a Person.


“Cash Cover”: 
as defined in Section 2.6(o)(iv).


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


“Change of Control”:  (a) the acquisition of ownership, directly or
indirectly, beneficially, by any “person” or “group” (within the meaning of the
Securities Exchange Act of 1934 and the rules of the Securities and Exchange
Commission thereunder as in effect on the date hereof) of Capital Stock



 5
 









representing more than 35% of either the aggregate ordinary voting
power or the aggregate equity value represented by the issued and outstanding
Capital Stock of the Parent Borrower; (b) occupation of a majority of the seats
(other than vacant seats) on the board of directors of the Parent Borrower by
Persons who were neither (i) nominated by the board of directors of the Parent
Borrower nor (ii) appointed by directors so nominated; or (c) the occurrence of
a “Change of Control” (or any comparable concept) as defined in any
Subordinated Debt Documents or any Other Permitted Debt Documents.


“Chinese Loan Facility”:  a working capital facility provided to
certain Chinese Subsidiaries of the Parent Borrower by one or more lenders.


“Class”: 
when used in reference to any Loan or Borrowing, refers to whether such
Loan, or the Loans comprising such Borrowing, are Domestic Revolving Loans,
Global Revolving Loans, Initial Term Loans, Incremental Term Loans or Swingline
Loans and, when used in reference to any Commitment, refers to whether such
Commitment is a Domestic Revolving Commitment, a Global Revolving Commitment, a
Foreign Credit Instrument Issuing Commitment, Foreign Credit Commitment or a
Term Loan Commitment.


“Code”: 
the Internal Revenue Code of 1986, as amended from time to time.


“Collateral”: 
all property of the Loan Parties, now owned or hereafter acquired, upon which
a Lien is purported to be created by any Security Document.


“Collateral Date”:  each date on which, pursuant to Section
5.1, the Parent Borrower delivers annual financial statements in respect of
its fiscal year or quarterly financial statements in respect of the second
quarter of its fiscal year.


“Commercial Lifetime”:  with respect to any Foreign Credit Instrument
that does not provide for a specific expiration date, the period from the date
of issuance thereof until the expected maturity of such Foreign Credit
Instrument as indicated by the relevant Borrower in its reasonable discretion
in the relevant Utilization Request determined on the basis of the lifetime of
the underlying obligations.


“Commitment”: 
a Domestic Revolving Commitment, a Global Revolving Commitment, a Term
Loan Commitment, a Foreign Credit Instrument Issuing Commitment, a Foreign
Credit Commitment or any combination thereof (as the context requires).


“Compliance Certificate”:  as defined in Section 5.1(c).


“Consideration”:  in connection with any acquisition or
Investment, the consideration paid by the Parent Borrower or any of its
Subsidiaries in connection therewith (including consideration in the form of
issuance of Capital Stock of the Parent Borrower or any Subsidiary and assumption
of Indebtedness but excluding, for the purposes of any calculation made
pursuant to Section 6.5, consideration in the form of issuance of
Capital Stock of the Parent Borrower).


“Consolidated EBITDA”:  for any period, Consolidated Net Income for
such period plus, without duplication and to the extent reflected as a
charge in the statement of such Consolidated Net Income for such period, the
sum of (a) income tax expense, (b) interest expense, amortization or write-off
of debt discount and debt issuance costs and commissions, discounts and other
premiums, fees and charges associated with Indebtedness or any Qualified
Receivables Transaction, whether in connection with the Incurrence, prepayment,
redemption, termination or wind-down thereof or otherwise associated with
Indebtedness or any Qualified Receivables Transaction (including the Loans,
Foreign Credit Instruments, letters of credit, bankers’ acceptances and net
costs under Hedging Agreements), (c) depreciation and



 6
 









amortization expense, (d) amortization or write-off of intangibles
(including goodwill) and organization costs, (e) any extraordinary or
non-recurring non-cash expenses or non-cash losses; provided that in the
event that the Parent Borrower or any Subsidiary makes any cash payment in respect
of any such extraordinary or non-recurring non-cash expense, such cash payment
shall be deducted from Consolidated EBITDA in the period in which such cash
payment is made, (f) losses on Dispositions of assets outside of the ordinary
course of business, (g) extraordinary or non-recurring cash charges resulting
from restructuring, severance, plant-closings, integration and other
non-recurring events; provided that the amounts referred to in this
clause (g) reported in any fiscal period ending after the Effective Date shall
not, in the aggregate during the term of this Agreement, exceed $60,000,000 on
an after-tax basis, and (h) non-cash compensation expenses, or other non-cash
expenses or charges, arising from the sale of stock, the granting of stock options,
the granting of stock appreciation rights and similar arrangements (including
any repricing, amendment, modification, substitution or change of any such
stock, stock option, stock appreciation rights or similar arrangements), and minus,
to the extent included in the statement of such Consolidated Net Income for
such period, (a) any extraordinary or non-recurring non-cash income or non-cash
gains and (b) gains on Dispositions of assets outside of the ordinary course of
business, all as determined on a consolidated basis; provided that in
determining Consolidated EBITDA for such period, the cumulative effect of any
change in accounting principles (effected either through cumulative effect
adjustment or a retroactive application) shall be excluded.  For the purposes of calculating Consolidated
EBITDA for any period of four consecutive fiscal quarters (each, a “Reference
Period”) pursuant to any determination of the Consolidated Leverage Ratio
or the Consolidated Interest Coverage Ratio, if during such Reference Period
(or, in the case of pro  forma calculations, during the period
from the last day of such Reference Period to and including the date as of
which such calculation is made) the Parent Borrower or any Subsidiary shall
have made a Material Disposition or Material Acquisition, Consolidated EBITDA
for such Reference Period shall be calculated after giving pro  forma
effect thereto as if such Material Disposition or Material Acquisition occurred
on the first day of such Reference Period (with the Reference Period for the
purposes of pro  forma calculations being the most recent period
of four consecutive fiscal quarters for which the relevant financial
information is available), without giving effect (unless permitted for pro
forma financial statements prepared in accordance with Regulation S-X)
to cost savings.  As used in this
definition, “Material Acquisition” means any acquisition of property or series
of related acquisitions of property that (a) constitutes all or substantially
all of the assets of a business, unit or division of a Person or constitutes
all or substantially all of the common stock (or equivalent) of a Person and
(b) involves Consideration in excess of $25,000,000; and “Material Disposition”
means any Disposition of property or series of related Dispositions of property
that (a) involves all or substantially all of the assets of a business, unit or
division of a Person or constitutes all or substantially all of the common
stock (or equivalent) of a Subsidiary and (b) yields gross proceeds to the
Parent Borrower or any of its Subsidiaries in excess of $25,000,000.


“Consolidated Interest Coverage Ratio”:  for any period, the ratio of (a) Consolidated
EBITDA for such period to (b) Consolidated Interest Expense for such period.


“Consolidated Interest Expense”:  for any period, the sum of (a) total cash
interest expense (including that attributable to Capital Lease Obligations) of
the Parent Borrower and its Subsidiaries for such period with respect to all
outstanding Indebtedness of the Parent Borrower and its Subsidiaries (including
all commissions, discounts and other fees and charges owed with respect to
Foreign Credit Instruments, letters of credit and bankers’ acceptance financing
and net cash costs or net cash income under Hedging Agreements in respect of
such Indebtedness to the extent such net cash costs or net cash income, as the
case may be, are allocable to such period in accordance with GAAP), (b) total
dividend payments made by the Parent Borrower or any of its Subsidiaries to any
Person (other than the Parent Borrower or any Wholly Owned Subsidiary
Guarantor) during such period in respect of preferred Capital Stock and (c) to
the extent not otherwise included in “interest expense” (or any like caption)
on a consolidated income statement of the Parent Borrower and its Subsidiaries
for such period, any other



 7
 









discounts, fees and expenses comparable to or in the nature of interest
under any Qualified Receivables Transaction; provided that,
notwithstanding the foregoing, in no event shall any of the following
constitute “Consolidated Interest Expense”: 
(i) premiums or fees paid by the Parent Borrower or its Subsidiaries in
connection with the prepayment or redemption of Indebtedness or (ii) any net
cash costs or any net cash income, as the case may be, of the Parent Borrower
or its Subsidiaries in connection with termination or wind-down of any Hedging
Agreement.


“Consolidated Leverage Ratio”:  as at the last day of any period, the ratio
of (a) Consolidated Total Debt on such day to (b) Consolidated EBITDA for such
period.


“Consolidated Net Income”:  for any period, the consolidated net income
(or loss) of the Parent Borrower and its Subsidiaries, determined on a
consolidated basis in accordance with GAAP; provided that there shall be
excluded (a) the income (or deficit) of any Person accrued prior to the date it
becomes a Subsidiary of the Parent Borrower or is merged into or consolidated
with the Parent Borrower or any of its Subsidiaries and (b) the income (or
deficit) of any Person (other than a Subsidiary of the Parent Borrower) in
which the Parent Borrower or any of its Subsidiaries has an ownership interest,
except to the extent that any such income is actually received by the Parent
Borrower or such Subsidiary in the form of dividends or similar distributions; provided
further that, solely for purposes of calculating Consolidated Net Income
pursuant to clause (e)(i)(B)(II) of Section 6.8, there shall be excluded
(i) (A) any gain or loss realized upon the sale or other disposition of any property,
plant or equipment of the Parent Borrower or its consolidated Subsidiaries
(including pursuant to any Sale/Leaseback Transaction) which is not sold or
otherwise Disposed of in the ordinary course of business, (B) any gain or loss
recorded in connection with the designation of a discontinued operation
(exclusive of its operating income or loss) and (C) any gain or loss realized
upon the sale or other disposition of any Capital Stock of any Person, (ii) any
extraordinary gain or loss, (iii) the cumulative effect of a change in
accounting principles (effected either through cumulative effect adjustment or
a retroactive application), (iv) any restructuring or special charges appearing
on the face of the statement of operations of the Parent Borrower, (v) any
non-cash compensation charges, or other non-cash expenses or charges, arising
from the grant of or issuance or repricing of stock, stock options or other
equity-based awards or any amendment, modification, substitution or change of
any such stock, stock options or other equity-based awards and (vi) any
increase in the cost of sales or other write-offs or other increased costs
resulting from purchase accounting in relation to any acquisitions net of
taxes.


“Consolidated Total Debt”:  at any date, the sum of (a) the aggregate
principal amount of all Indebtedness of the Parent Borrower and its
Subsidiaries at such date (excluding the face amount of undrawn letters of
credit, whether or not issued under this Agreement, and other Foreign Credit
Instruments), determined on a consolidated basis in accordance with GAAP,
calculated net of the amount of cash and cash equivalents, in excess of
$50,000,000, that would (in conformity with GAAP) be set forth on a
consolidated balance sheet of the Parent Borrower and its Subsidiaries for such
date, provided that, for purposes of Section 6.8(e), “Consolidated
Total Debt” shall be calculated without netting such cash and cash equivalents,
plus (b) without duplication of amounts included in clause (a) above, an
amount equal to the aggregate amount of Receivables Transaction Attributed
Indebtedness associated with any Qualified Receivables Transaction which is
outstanding at such date.


“Contractual Obligation”:  as to any Person, any provision of any
security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.


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



 8
 









“Counter-Guarantee”:  (a) a customary standby letter of credit,
bank guarantee or surety (each in compliance with the Mandatory Requirements)
issued by a Foreign Issuing Lender as credit support for an Indirect Foreign
Credit Instrument issued by an Indirect Foreign Issuing Lender or (b) a
customary standby letter of credit, bank guarantee or surety (each in
compliance with the Mandatory Requirements) 
issued by a Foreign Issuing Lender as credit support for a standby
letter of credit, bank guarantee or surety issued by another financial
institution.


“Daily Report”:  as defined in Section 2.6(r).


“DB Direct Internet Agreement”:  the db direct internet agreement, dated
November 15, 2005, between the Parent Borrower and the Foreign Trade Facility
Agent regarding the use of the db-direct internet communication facility, as
such agreement may be amended, modified or otherwise supplemented from time to
time.


“Default”: 
any event or condition which upon notice, lapse of time or both would,
unless cured or waived, become an Event of Default (including, in any event, a “Default”
under and as defined in the Senior Note Indenture, any Subordinated Debt
Documents or any Other Permitted Debt Documents).


“Determination Date”:  each date that is two Business Days after any
Calculation Date.


“Deutsche Bank”:  Deutsche Bank AG Deutschlandgeschäft Branch and
its successors.


“Deutsche Bank Fee Letter”:  the letter agreement, dated as of August 28,
2007 among the Parent Borrower, Deutsche Bank and Deutsche Bank AG New York
Branch, as amended.


“Disclosed Matters”:  the matters disclosed in Schedule 3.4.


“Dispensable Requirements”:  the requirements under Part B of Schedule
1.1C.


“Disposition”:  with respect to any property, any sale,
lease, sale and leaseback, assignment, conveyance, transfer or other
disposition thereof.  “Dispose”
and “Disposed of” have meanings correlative thereto.


“Dollar Equivalent”:  on any date of determination, (a) for the
purposes of determining compliance with Article VI or the existence of
an Event of Default under Article VII (other than for the purpose of
determining amounts outstanding hereunder, in which case clause (b) below shall
govern), with respect to any amount denominated in a currency other than
Dollars, the equivalent in Dollars of such amount, determined in good faith by
the Parent Borrower in a manner consistent with the way such amount is or would
be reflected on the Parent Borrower’s audited consolidated financial statements
for the fiscal year in which such determination is made, (b) with respect to
any amount hereunder denominated in an Alternative Currency or a Qualified
Global Currency, the amount of Dollars that may be purchased with such amount
of such currency at the Exchange Rate (determined as of the most recent
Calculation Date by the Administrative Agent) with respect to such currency,
(c) with respect to the amount of any Foreign Credit Disbursement denominated
in a Permitted Currency or in another currency permitted under Section
2.6(g)(vii), the amount of Dollars that are required to purchase such
amount of such currency at the Exchange Rate (determined by the applicable
Foreign Issuing Lender) with respect to such currency, and (d) with respect to
any calculation hereunder by the Foreign Trade Facility Agent of the amount of
Dollars equivalent to any amount denominated in another currency, the amount of
Dollars calculated by the Foreign Trade Facility Agent in accordance with the
applicable exchange rate provided in Section 2.6(n).



 9
 









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


“Domestic Revolving Availability Period”:  the period from and including the Effective
Date to but excluding the earlier of the Domestic Revolving Maturity Date and
the date of termination of the Domestic Revolving Commitments.


“Domestic Revolving Commitment”:  with respect to each Lender, the commitment,
if any, of such Lender to make Domestic Revolving Loans and to acquire
participations in Letters of Credit and Swingline Loans hereunder, as such
commitment may be changed from time to time pursuant to this Agreement.  The amount of each Lender’s Domestic Revolving
Commitment as of the Effective Date is set forth on Schedule 1.1A, or in the
Assignment and Assumption pursuant to which such Lender shall have assumed its
Domestic Revolving Commitment, as applicable. 
The aggregate amount of the Domestic Revolving Commitments is FOUR
HUNDRED MILLION DOLLARS ($400,000,000) as of the Effective Date.


“Domestic Revolving Commitment Fee”:  as defined in Section 2.14(a).


“Domestic Revolving Exposure”:  with respect to any Lender at any time, the
sum of the outstanding principal amount of such Lender’s Domestic Revolving
Loans, LC Exposure and Swingline Exposure at such time.


“Domestic Revolving Facility”:  as defined in the definition of Facility.


“Domestic Revolving Lender”:  a Lender with a Domestic Revolving Commitment
or with Domestic Revolving Exposure.


“Domestic Revolving Loan”:  a Loan made pursuant to Section 2.1(a)(ii).


“Domestic Revolving Maturity Date”:  September 21, 2012.


“Domestic Revolving Note”: as defined in Section
2.10(d).


“Domestic Subsidiary”:  any Subsidiary other than a Foreign
Subsidiary.


“Effective Date”:  the date on which the conditions precedent
set forth in Section 4.1 shall be satisfied, which date is September 21,
2007.


“Eligible Assignee”:   any Person that meets the requirements to be
an assignee under Section 9.4(b)(iv) and (v) (subject to such
consents, if any, as may be required under Section 9.4(b)).


“Emerson JV”: 
EGS LLC.


“EMU”: 
Economic and Monetary Union as contemplated in the Treaty.


“Environmental Laws”:  all laws, rules, regulations, codes,
ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating in any way to the environment, preservation or reclamation of natural
resources, the management, release or threatened release of any Hazardous
Material or to health and safety matters.



 10
 









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


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


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


“ERISA Event”:  (a) any “reportable event”, as defined in
Section 4043 of ERISA or the regulations issued thereunder with respect to a
Plan (other than an event for which the 30-day notice period is waived); (b)
the existence with respect to any Plan of an “accumulated funding deficiency”
(as defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d)
of ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan; (d) the incurrence by the Parent Borrower or any of its
ERISA Affiliates of any liability under Title IV of ERISA with respect to the
termination of any Plan; (e) the receipt by the Parent Borrower or any ERISA
Affiliate from the PBGC or a plan administrator of any notice relating to an
intention to terminate any Plan or Plans or to appoint a trustee to administer
any Plan; (f) the incurrence by the Parent Borrower or any of its ERISA
Affiliates of any liability with respect to the withdrawal or partial
withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the
Parent Borrower or any ERISA Affiliate of any notice, or the receipt by any
Multiemployer Plan from the Parent Borrower or any ERISA Affiliate of any
notice, concerning the imposition of Withdrawal Liability or a determination
that a Multiemployer Plan is, or is expected to be, insolvent or in
reorganization, within the meaning of Title IV of ERISA.


“Euro”: 
the single currency of Participating Member States introduced in
accordance with the provisions of Article 109(1)4 of the Treaty.


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


“Event of Default”:  as defined in Article VII.


“Excess Amount”:  as defined in Section 2.6(o)(i).


“Exchange Rate”:  on any day, (a) with respect to any
Alternative Currency or Qualified Global Currency, the rate at which such
Alternative Currency or Qualified Global Currency may be exchanged into
Dollars, as set forth at approximately 11:00 a.m., London time, on such day on
the applicable Reuters World Spot Page, as determined by the Administrative
Agent or (b) with respect to any Permitted Currency or other currency for a Foreign
Credit Instrument permitted under Section 2.6(g)(vii), the rate at which
such Permitted Currency or other currency may be exchanged into Dollars, as set
forth at approximately 11:00 a.m. Düsseldorf, Germany time, on such day on the
applicable Reuters World Spot Page, as determined by the applicable Foreign
Issuing Lender.  In the event that any
such rate does not



 11
 









appear on any Reuters World Spot Page, the Exchange Rate shall be
determined by reference to such other publicly available service for displaying
exchange rates reasonably selected by the Administrative Agent or the
applicable Foreign Issuing Lender, in consultation with the Parent Borrower for
such purpose or, at the discretion of the Administrative Agent or the
applicable Foreign Issuing Lender, in consultation with the Parent Borrower,
such Exchange Rate shall instead be the arithmetic average of the spot rates of
exchange of the Administrative Agent or the applicable Foreign Issuing Lender,
in the market where its foreign currency exchange operations in respect of such
Alternative Currency, Qualified Global Currency or Permitted Currency or other
currency are then being conducted, at or about 11:00 a.m., local time, on such
day for the purchase of the applicable Alternative Currency, Qualified Global
Currency or Permitted Currency or other currency for delivery two Business Days
later; provided that, if at the time of any such determination, for any
reason, no such spot rate is being quoted, the Administrative Agent or the
applicable Foreign Issuing Lender may use any other reasonable method it deems
appropriate to determine such rate, and such determination shall be presumed
correct absent manifest error.


“Excluded Taxes”:  with respect to the Administrative Agent, any
Lender or any other recipient of any payment to be made by or on account of any
obligation of any Borrower hereunder, (a) income or franchise taxes imposed on
(or measured by) its net income by the United States of America, or by the
jurisdiction under the laws of which such recipient is organized or in which
its principal office is located or, in the case of any Lender, in which its
applicable lending office is located, (b) any branch profits taxes imposed by
the United States of America or any similar tax imposed by any other
jurisdiction in which any Borrower is located, (c) in the case of any Borrowing
by the Parent Borrower or any Foreign Subsidiary Borrower (other than SPX
Process Equipment Pty. Ltd., DBT Technologies (Proprietary) Limited and any
Foreign Subsidiary Borrower that becomes a Borrower hereunder after the
Effective Date), with respect to any Lender (other than an assignee pursuant to
a request by a Borrower under Section 2.21(b)), any withholding tax
imposed by the jurisdiction in which such Borrower is located that is (i)
imposed on amounts payable to such Lender at the time such Lender becomes a
party to this Agreement or (ii) attributable to such Lender’s failure to comply
with Section 2.19(e) or 2.19(i), except to the extent that such
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 any
Borrower with respect to such withholding tax pursuant to Section 2.19(a)
and (d) withholding taxes imposed other than (i) any withholding taxes with
respect to SPX Process Equipment Pty. Ltd. and DBT Technologies (Proprietary)
Limited excluded from clause (c) above, (ii) as a result of an addition of a
Foreign Subsidiary Borrower after the Effective Date or (iii) as a result of a
Change in Law (it being understood that for this purpose the term Change in Law
shall not include final Treasury regulations under Section 1441 of the Code
becoming effective).


“Existing Credit Agreement”:  the Credit Agreement dated as of November 18,
2005, as amended through the date hereof, among the Parent Borrower, the
Foreign Subsidiary Borrowers party thereto, the lenders party thereto and
JPMorgan Chase Bank, N.A., as administrative agent.


“Existing Foreign Credit Instruments”:  any outstanding standby letter of credit,
bank guarantee, surety or other foreign credit instrument which is issued by a
Foreign Issuing Lender and listed on Schedule 2.6(a).


“Existing Letters of Credit”:  as defined in Section 2.5(a).


“Extended Foreign Trade Maturity Date”:  as defined in Section 2.6(b)(i).


 “Extension
Acceptance Notice”:  as defined in Section
2.6(b)(i).



 12
 









“Extension Date”:  as defined in Section 2.6(b)(i).


“Extension Notice”:  as defined in Section 2.6(b)(i).


“Face Amount”:  with respect to any Foreign Credit Instrument
or Letter of Credit, the principal face amount of such Foreign Credit
Instrument or Letter of Credit in Dollars or, as the case may be, any other
currency in which such Foreign Credit Instrument or Letter of Credit has been
issued, such amount representing the maximum liability of the applicable
Foreign Issuing Lender under such Foreign Credit Instrument or the applicable
Issuing Lender under such Letter of Credit which may only be increased by fees
and interest payable with respect to the secured obligation if, and to the
extent, so provided for under the terms of such Foreign Credit Instrument or
such Letter of Credit.


“Facility”: 
each of (a) the Term Loan Commitments and the Initial Term Loans made
hereunder (the “Term Loan Facility”), (b) the Domestic Revolving
Commitments and the Domestic Revolving Loans made hereunder (the “Domestic
Revolving Facility”), (c) the Global Revolving Commitments and the Global
Revolving Loans made hereunder (the “Global Revolving Facility”), (d)
the Foreign Credit Instrument Issuing Commitments, the Foreign Credit
Commitments, the Foreign Credit Instruments issued hereunder and the Existing
Foreign Credit Instruments governed hereby (the “Foreign Trade Facility”)
and (e) the Incremental Term Loans (the “Incremental Term Loan Facility”).


“Federal Funds Effective Rate”:  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 reasonably
determined by the Administrative Agent.


“Fee Letter”: 
the letter agreement, dated as of August 7, 2007  among
the Parent Borrower, Bank of America and BAS.


“Financial Officer”:  the chief financial officer, principal
accounting officer, treasurer or controller of the Parent Borrower.


“Foreign Credit Commitment”:  with respect to each Lender, the obligation
of such Lender to purchase participations in each Foreign Credit Instrument
hereunder, as such obligation may be changed from time to time pursuant to this
Agreement.  The amount of each Lender’s
Foreign Credit Commitment as of the Effective Date is set forth on Schedule
1.1A, or in the Assignment and Assumption pursuant to which such Lender
shall have assumed its Foreign Credit Commitment, as applicable.  The aggregate amount of the Foreign Credit
Commitments is NINE HUNDRED FIFTY MILLION DOLLARS ($950,000,000) as of the Effective
Date.


“Foreign Credit Commitment Fee”:  as defined in Section 2.6(p)(i).


“Foreign Credit Disbursement”:  as defined in Section 2.6(h)(i).


“Foreign Credit Fronting Fee”:  as defined in Section 2.6(p)(iii).


“Foreign Credit Handling Fee”:  as defined in Section 2.6(p)(iv).



 13
 









“Foreign Credit Instrument”:  a Warranty Guarantee, a Performance
Guarantee, an Advance Payment Guarantee, a Tender Guarantee, a General Purpose
Guarantee, a Counter-Guarantee or an Existing Foreign Credit Instrument.


“Foreign Credit Instrument Fee”:  as defined in Section 2.6(p)(ii).


“Foreign Credit Instrument Issuing Commitment”:  with respect to each Foreign Issuing Lender,
the commitment of such Foreign Issuing Lender to issue Foreign Credit
Instruments, as such commitment may be changed from time to time pursuant to
this Agreement.  The amount of each
Foreign Issuing Lender’s Foreign Credit Instrument Issuing Commitment as of the
Effective Date is set forth on Schedule 1.1A.  The aggregate principal amount of the Foreign
Credit Instrument Issuing Commitments as of the Effective Date is NINE HUNDRED
FIFTY MILLION DOLLARS ($950,000,000).


“Foreign Credit Instrument Requirements”:  the Dispensable Requirements and the
Mandatory Requirements.


“Foreign Credit Instrument Termination Date”:  as defined in Section 2.6(k)(i).


“Foreign Credit Reimbursement Obligation”:  the obligation of each relevant Borrower to
reimburse the relevant Foreign Issuing Lender pursuant to Section 2.6(h)
for Foreign Credit Disbursements.


“Foreign Issuing Lender”:  (a) a Lender with a Foreign Credit Instrument
Issuing Commitment or with Foreign Trade Exposure, (b) a Person that has had
its Foreign Credit Instrument Issuing Commitment terminated at the election of
the Parent Borrower pursuant to the terms of Section 2.6(b)(i) but that
has issued prior to such termination Foreign Credit Instruments and/or Joint
Signature Foreign Credit Instruments pursuant to Section 2.6 that
continue to remain outstanding following such termination  (for which it has not received a Counter
Guarantee at the election of the Parent Borrower in its sole discretion as
credit support for such Foreign Credit Instruments and/or Joint Signature
Foreign Credit Instruments) and (c) with respect to those Existing Foreign
Credit Instruments set forth in Part B of Schedule 2.6(a), the Lender
designated as the issuer of any such Existing Foreign Credit Instrument on such
Schedule 2.6(a).


“Foreign Issuing Lender Joinder Agreement”:  a joinder agreement, substantially in the
form of Exhibit O, executed and delivered in accordance with the
provisions of Section 2.6(t).


“Foreign Subsidiary”:  any Subsidiary (a) that is organized under
the laws of a jurisdiction other than the United States of America or any State
thereof or the District of Columbia or (b) that is a Foreign Subsidiary Holdco.


“Foreign Subsidiary Borrower”:  (a) with respect to the Global Revolving
Facility, any Foreign Subsidiary of the Parent Borrower designated as a Foreign
Subsidiary Borrower by the Parent Borrower pursuant to Section 2.23(a)
that has not ceased to be a Foreign Subsidiary Borrower pursuant to such
Section and (b) with respect to the Foreign Trade Facility, any Foreign
Subsidiary of the Parent Borrower designated as a Foreign Subsidiary Borrower
by the Parent Borrower pursuant to Section 2.23(b) that has not ceased
to be a Foreign Subsidiary Borrower pursuant to such Section.  Part A of Schedule 2.23 sets forth a
list of the Foreign Subsidiary Borrowers under the Global Revolving Facility as
of the Effective Date, and Part B of Schedule 2.23 sets forth a list of
the Foreign Subsidiary Borrowers under the Foreign Trade Facility as of the
Effective Date.



 14
 









“Foreign Subsidiary Holdco”:  any Domestic Subsidiary that has no material
assets other than the Capital Stock of one or more Foreign Subsidiaries, and
other assets relating to an ownership interest in any such Capital Stock.


“Foreign Subsidiary Opinion”:  with respect to any Foreign Subsidiary
Borrower, a legal opinion of counsel to such Foreign Subsidiary Borrower
addressed to the Administrative Agent (and, with respect to any Foreign
Subsidiary Borrower under the Foreign Trade Facility, the Foreign Trade
Facility Agent) and the Lenders in form and substance reasonably satisfactory
to the Administrative Agent (and, with respect to any Foreign Subsidiary Borrower
under the Foreign Trade Facility, the Foreign Trade Facility Agent).


“Foreign Trade Administrative Office”:  the office of the Foreign Trade Facility
Agent located at Trade Center, Königsalle 45 – 47, 40212 Düsseldorf, Germany,
or such other office as may be designated by the Foreign Trade Facility Agent
by written notice to the Parent Borrower, the Administrative Agent and the
Lenders.


“Foreign Trade Exposure”:  with respect to any Foreign Issuing Lender at
any time, the sum of (a) the Dollar Equivalent of the aggregate outstanding
amount of such Foreign Issuing Lender’s obligations in respect of all Foreign
Credit Instruments issued by it at such time plus (b) the Dollar
Equivalent of the aggregate principal amount of all Foreign Credit
Disbursements made by such Foreign Issuing Lender that have not yet been
reimbursed by or on behalf of the relevant Borrower at such time.


“Foreign Trade Facility”:  as defined in the definition of Facility.


“Foreign Trade Facility Agent”:  as defined in the definition of Administrative
Agent.


“Foreign Trade Maturity Date”:  September 21, 2012, as such date may be
extended pursuant to Section 2.6(b).


“Fund”:  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.


“GAAP”: 
generally accepted accounting principles in the United States of
America.


“General Purpose Guarantee”:  a customary standby letter of credit or bank
guarantee or surety issued by a Foreign Issuing Lender for the purpose of
supporting any obligations of the Parent Borrower or any of its Subsidiaries,
other than (a) Advance Payment Guarantees, (b) Warranty Guarantees, (c)
Performance Guarantees, (d) Tender Guarantees and (e) any other customary
standby letter of credit, bank guarantee or surety issued to secure obligations
which are recognized as Indebtedness, save customs guarantees,
guarantees for rental payments and for the benefit of tax authorities and
guarantees used as collateral in connection with court proceedings.


“Global Revolving Availability Period”:  the period from and including the Effective
Date to but excluding the earlier of the Global Revolving Maturity Date and the
date of termination of the Global Revolving Commitments.


 “Global
Revolving Commitment”:  with respect
to each Lender, the commitment, if any, of such Lender to make Global Revolving
Loans hereunder, as such commitment may be changed from time to time pursuant
to this Agreement.  The amount of each
Lender’s Global Revolving Commitment as of the Effective Date is set forth on
Schedule 1.1A, or in the Assignment and Assumption pursuant to which



 15
 









such Lender shall have assumed its Global Revolving Commitment, as
applicable.  The aggregate amount of the
Global Revolving Commitments is TWO HUNDRED MILLION DOLLARS ($200,000,000) as
of the Effective Date.


“Global Revolving Commitment Fee”:  as defined in Section 2.14(a).


“Global Revolving Exposure”:  with respect to any Lender at any time, the
sum of (a) the aggregate outstanding principal amount of such Lender’s Global
Revolving Loans at such time that are denominated in Dollars plus (b)
the Dollar Equivalent at such time of the aggregate outstanding principal
amount of such Lender’s Global Revolving Loans at such time that are
denominated in Qualified Global Currencies.


“Global Revolving Facility”:  as defined in the definition of Facility.


“Global Revolving Lender”:  a Lender with a Global Revolving Commitment
or with Global Revolving Exposure.


“Global Revolving Loan”:  a Loan made pursuant to Section
2.1(a)(iii).


“Global Revolving Maturity Date”:  September 21, 2012.


“Global Revolving Note”: as defined in Section
2.10(d).


“Governmental Authority”:  any nation or government, any state or other
political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative functions of or
pertaining to government (including any European central bank or other similar
agency, authority or regulatory body), any securities exchange and any
self-regulatory organization (including the National Association of Insurance
Commissioners).


“Guarantee: 
with respect to any Person (the “guarantor”), any obligation,
contingent or otherwise, of the guarantor guaranteeing or having the economic
effect of guaranteeing any Indebtedness or other obligation of any other Person
(the “primary obligor”) in any manner, whether directly or indirectly,
and including any obligation of the guarantor, direct or indirect, (a) to
purchase or pay (or advance or supply funds for the purchase or payment of)
such Indebtedness or other obligation or to purchase (or to advance or supply
funds for the purchase of) any security for the payment thereof, (b) to
purchase or lease property, securities or services for the purpose of assuring
the owner of such Indebtedness or other obligation of the payment thereof, (c)
to maintain working capital, equity capital or any other financial statement
condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation or (d) as an account party
in respect of any letter of credit or letter of guaranty issued to support such
Indebtedness or obligation; provided, that the term Guarantee shall not
include endorsements for collection or deposit in the ordinary course of
business, supplier, purchaser or customer arrangements in the ordinary course
of business, Standard Receivables Undertakings or “comfort” letters delivered
to auditors in connection with statutory audits.


“Guarantee and Collateral Agreement”:  the Guarantee and Collateral Agreement to be
executed and delivered by the Parent Borrower and the Subsidiary Guarantors in
favor of the Administrative Agent, in substantially the form of Exhibit A,
as the same may be amended, supplemented or otherwise modified from time to
time.



 16
 









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


“Hedging Agreement”:  any interest rate agreement, foreign currency
exchange agreement, commodity price protection agreement or other interest or
currency exchange rate or commodity price swap or hedging arrangement or
option.


“Incremental Facility Activation Notice”:  a notice substantially in the form of Exhibit
G.


“Incremental Term Lenders”:  each Lender with an outstanding Incremental
Term Loan.


“Incremental Term Loan Facility”:  as defined in the definition of Facility.


“Incremental Term Loan Maturity Date”:  with respect to the Incremental Term Loans to
be made pursuant to any Incremental Facility Activation Notice, the maturity
date specified in such Incremental Facility Activation Notice, which date shall
be a date no earlier than the final maturity of the other Term Loans entered
into prior to the delivery of such Incremental Facility Activation Notice.


“Incremental Term Loans”:  as defined in Section 2.1(b).


“Incur”: 
as defined in Section 6.2. 
“Incurrence” and “Incurred” shall have correlative meanings.


“Indebtedness”:  with respect to any Person, without
duplication, (a) all obligations of such Person for borrowed money, (b) all
obligations of such Person evidenced by bonds, debentures, notes or similar
instruments, (c) all obligations of such Person under conditional sale or other
title retention agreements relating to property acquired by such Person (other
than current trade payables Incurred in the ordinary course of business and
payable in accordance with customary practices), (d) all obligations of such
Person in respect of the deferred purchase price of property or services (other
than (i) current trade payables or liabilities for deferred payment for
services to employees and former employees, in each case Incurred in the
ordinary course of business and payable in accordance with customary practices
and (ii) unsecured Payables Programs in respect of current trade payables
Incurred in the ordinary course of business, so long as the aggregate amount at
any time outstanding that is owed in respect of such Payables Programs does not
exceed an amount equal to the current trade payables so financed plus interest
(or equivalent), yield, indemnities, fees and expenses in connection
therewith), (e) all Indebtedness of others secured by (or for which the holder
of such Indebtedness has an existing right, contingent or otherwise, to be
secured by) any Lien on property owned or acquired by such Person, whether or
not the Indebtedness secured thereby has been assumed, (f) all Guarantees by
such Person of Indebtedness of others, (g) all Capital Lease Obligations of
such Person, (h) all obligations, contingent or otherwise, of such Person as an
account party in respect of letters of credit and letters of guaranty, (i) all
obligations, contingent or otherwise, of such Person in respect of bankers’
acceptances, (j) all preferred and/or redeemable Capital Stock of any
Subsidiary of such Person that, by its terms (or by the terms of any security
into which it is convertible or for which it is exchangeable at the option of
the holder thereof), or upon the happening of any event, matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
redeemable at the option of the holder thereof, in whole or in part, on or
prior to the date that is six months after the latest maturity date for Loans
hereunder, (k) Receivables Transaction Attributed Indebtedness and (l) solely
for the purposes of Section 6.2, all obligations of such Person in
respect of Hedging Agreements.  The
Indebtedness of any Person (i) shall include the Indebtedness of any other
entity (including any partnership in which such Person is a general partner) to
the extent such Person is



 17
 









liable therefor as a result of such Person’s ownership interest in or
other relationship with such entity, except to the extent the terms of such
Indebtedness provide that such Person is not liable therefor and (ii) shall
exclude customer deposits in the ordinary course of business.


“Indemnified Taxes”:  Taxes other than Excluded Taxes.


“Indemnitees”:  as defined in Section 9.3(b).


“Indirect Foreign Credit Instrument”:  as defined in Section 2.6(g)(iv).


“Indirect Foreign Issuing Lender”:  as defined in Section 2.6(g)(iv).


“Information”:  as defined in Section 9.11.


“Information Memorandum”:  the Confidential Information Memorandum,
dated August 14, 2007, relating to the Parent Borrower and the Facilities.


“Initial Term Loan”:  a Loan made pursuant to Section 2.1(a)(i).


“Initial Term Loan Lender”:  a Lender with a Term Loan Commitment or with
an outstanding Initial Term Loan.


“Interest Election Request”:  a request by the relevant Borrower to convert
or continue Borrowing of Domestic Revolving Loans or Global Revolving Loans or
Term Loan Borrowing in accordance with Section 2.8.


“Interest Payment Date”:  (a) with respect to any ABR Loan (including a
Swingline Loan), the last Business Day of each March, June, September and
December and the Domestic Revolving Maturity Date, the Global Revolving
Maturity Date or the Term Loan Maturity Date, as applicable; and (b) with
respect to any Eurocurrency Loan, the last day of each Interest Period
applicable to such Loan and the Domestic Revolving Maturity Date, the Global
Revolving Maturity Date or the Term Loan Maturity Date, as applicable; provided,
however, that if any Interest Period for a Eurocurrency 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.


“Interest Period”:  with respect to any LIBO Rate Loan, the
period commencing on the date such LIBO Rate Loan is disbursed or converted to
or continued as a LIBO Rate Loan and ending on the date one, two, three or six
months thereafter, as selected by the Parent Borrower in its Borrowing Request,
or nine or twelve months thereafter, as requested by the Parent Borrower and
consented to by all of the Lenders, 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.  For purposes
hereof, the date of a Borrowing initially shall be the date on which such
Borrowing is made and thereafter shall be the effective date of the most recent
conversion or continuation of such Borrowing;



 18
 









(c)           no Interest Period with respect to
any Global Revolving Loan shall extend beyond the Global Revolving Maturity
Date;


(d)           no Interest Period with respect to
any Domestic Revolving Loan shall extend beyond the Domestic Revolving Maturity
Date;


(e)           no Interest Period with respect to
the Initial Term Loan shall extend beyond the Term Loan Maturity Date; and


(f)            no Interest Period with respect to
the Incremental Term Loan shall extend beyond the Incremental Term Loan
Maturity Date.


“Investments”:  as defined in Section 6.5.


“Issuing Lender”:  as the context may require, (a) Bank of
America, with respect to Letters of Credit issued by it, (b) any other Domestic
Revolving Lender that becomes an Issuing Lender pursuant to Section 2.5(1),
with respect to Letters of Credit issued by it, and (c) any Domestic Revolving
Lender that has issued an Existing Letter of Credit, with respect to such
Existing Letter of Credit and, in each case its successors in such capacity as
provided in Section 2.5(i).  Any
Issuing Lender may, in its discretion, arrange for one or more Letters of
Credit to be issued by Affiliates of such Issuing Lender, in which case the
term “Issuing Lender” shall include any such Affiliate with respect to Letters
of Credit issued by such Affiliate.


“Joint Foreign Issuing Lenders”:  as defined in Section 2.6(m)(i).


“Joint Foreign Trade Facility Agent”:  as defined in Section 2.6(m)(ii).


“Joint Signature Foreign Credit Instrument”:  a Foreign Credit Instrument issued by two or
more Foreign Issuing Lenders acting as several debtors in accordance with Section
2.6(m).


“Judgment Currency”:  as defined in Section 9.14(a).


“Judgment Currency Conversion Rate”:  as defined in Section 9.14(a).


“Latest Notification Day”:  as defined in Section 2.6(g)(i).


“LC Disbursement”:  a payment made by the applicable Issuing
Lender pursuant to a Letter of Credit.


“LC Exposure”:  at any time, the sum of (a) the aggregate
outstanding amount of all Letters of Credit that are denominated in Dollars at
such time plus (b) the aggregate principal amount of all LC Disbursements
that are denominated in Dollars that have not yet been reimbursed by or on
behalf of the relevant Borrower at such time plus (c) the Alternative
Currency LC Exposure at such time.  The
LC Exposure of any Domestic Revolving Lender at any time shall be its
Applicable Percentage of the total LC Exposure at such time.


“Lenders”: 
the Persons listed on Schedule 1.1A and any other Person that
shall have become a party hereto pursuant to an Assignment and Assumption,
other than any such Person that ceases to be a party hereto pursuant to an
Assignment and Assumption.  Unless the
context otherwise requires, the term “Lenders” includes each Domestic Revolving
Lender, each Global Revolving Lender, each Incremental



 19
 









Term Lender, the Swingline Lender, each Issuing Lender, each Lender
with a Foreign Credit Commitment and each Foreign Issuing Lender.


“Lending Office”:  with respect to any Foreign Issuing Lender,
the office designated by such Foreign Issuing Lender by written notice to the
Foreign Trade Facility Agent, the Administrative Agent and the relevant
Borrower.


“Letter of Credit”:  any standby letter of credit (other than a
Foreign Credit Instrument) issued pursuant to this Agreement, including the
Existing Letters of Credit.


“LIBO Rate”: 
for any Interest Period with respect to a LIBO Rate Loan, the rate per
annum equal to the British Bankers Association LIBOR Rate (“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, two Business Days prior to
the commencement of such Interest Period, 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 “LIBO Rate” for such
Interest Period shall be the rate per annum reasonably 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 LIBO 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)
two Business Days prior to the commencement of such Interest Period.


“LIBO Reserve Percentage”: 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
Board for determining the maximum reserve requirement (including any emergency,
supplemental or other marginal reserve requirement) with respect to
Eurocurrency funding (currently referred to as “Eurocurrency liabilities”).  The LIBO Rate for each outstanding
Eurocurrency Loan shall be adjusted automatically as of the effective date of
any change in the LIBO Reserve Percentage.


“Lien”: 
with respect to any asset, (a) any mortgage, deed of trust, lien,
pledge, hypothecation, encumbrance, charge or security interest in, on or of
such asset, (b) the interest of a vendor or a lessor under any conditional sale
agreement, capital lease or title retention agreement (or any financing lease
having substantially the same economic effect as any of the foregoing) relating
to such asset and (c) in the case of securities, any purchase option, call or
similar right of a third party with respect to such securities.


“Loan”: 
any loan made by any Lender pursuant to this Agreement.


“Loan Documents”:  this Agreement, the Security Documents, each
Note, each Borrowing Subsidiary Agreement, each Borrowing Subsidiary
Termination, the Fee Letter and the Deutsche Bank Fee Letter.


“Loan Parties”:  the Borrowers and the Subsidiary Guarantors.


“Mandatory Requirements”:  the requirements under Part A of Schedule
1.1C.


“Material Adverse Effect”:  a material adverse effect on (a) the
business, property, operations or condition (financial or otherwise) of the
Parent Borrower and its Subsidiaries taken as a whole, (b) the



 20
 









ability of the Loan Parties, taken as a whole, to perform any of their
obligations under any Loan Document or (c) the rights of or benefits available
to the Lenders under any Loan Document.


“Material Indebtedness”:  Indebtedness (other than the Loans, Letters
of Credit and Foreign Credit Instruments), or obligations in respect of one or
more Hedging Agreements, of any one or more of the Parent Borrower and its
Subsidiaries in an aggregate principal amount exceeding $75,000,000.  For purposes of determining Material
Indebtedness, the “principal amount” of the obligations of the Parent Borrower
or any Subsidiary in respect of any Hedging Agreement at any time shall be the
maximum aggregate amount (giving effect to any netting agreements) that the
Parent Borrower or such Subsidiary would be required to pay if such Hedging
Agreement were terminated at such time.


“Material Subsidiary”:  (a) any Subsidiary listed on Schedule 1.1B
as a Material Subsidiary and (b) any other Subsidiary of the Parent Borrower
created or acquired after the Effective Date that, together with its
Subsidiaries, has aggregate assets (excluding assets that would be eliminated
upon consolidation in accordance with GAAP), at the time of determination, in
excess of $50,000,000.


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


“Multiemployer Plan”:  a multiemployer plan as defined in Section
4001(a)(3) of ERISA.


“Net Proceeds”:  with respect to any event (a) the cash
proceeds received in respect of such event including (i) any cash received in
respect of any non-cash proceeds, but only as and when received, (ii) in the
case of a casualty, insurance proceeds, and (iii) in the case of a casualty or
a condemnation or similar event, condemnation awards and similar payments, net
of (b) the sum of (i) all reasonable fees and out-of-pocket expenses paid by
the Parent Borrower and the Subsidiaries to third parties (other than
Affiliates) in connection with such event, (ii) in the case of a Disposition of
an asset (including pursuant to a condemnation or similar proceeding), the
amount of all payments required to be made by the Parent Borrower and the
Subsidiaries as a result of such event to repay Indebtedness (other than Loans)
or to pay any other Contractual Obligation secured by such asset or otherwise
subject to mandatory prepayment or repayment as a result of such event, and
(iii) the amount of all taxes paid (or reasonably estimated to be payable) by
the Parent Borrower and the Subsidiaries (including all taxes paid in
connection with the repatriation of the Net Proceeds of a Disposition), and the
amount of any reserves established by the Parent Borrower and the Subsidiaries
to fund contingent liabilities reasonably estimated to be payable, in each case
that are directly attributable to such event (as determined reasonably and in
good faith by the chief financial officer of the Parent Borrower).


“New Lender Supplement”:  a supplement substantially in the form of Exhibit
H.


“Non-U.S. Lender”:  as defined in Section 2.19(e).


“Note” or “Notes”:   the Domestic Revolving Notes, the Global
Revolving Notes, the Swingline Note and/or the Term Notes, individually or
collectively, as appropriate.


“Notice Date”:  as defined in Section 2.6(b)(i).


“Obligation Currency”:  as defined in Section 9.14(a).


“Obligations”:  the collective reference to the unpaid
principal of and interest (and premium, if any) on the Loans, Reimbursement
Obligations and Foreign Credit Reimbursement Obligations and all other
obligations and liabilities of the Borrowers (including interest accruing at
the then applicable rate provided herein after the maturity of the Loans,
Reimbursement Obligations and Foreign Credit



 21















Reimbursement Obligations and interest accruing at the then applicable
rate provided herein after the filing of any petition in bankruptcy, or the
commencement of any insolvency, reorganization or like proceeding, relating to
any Borrower, whether or not a claim for post-filing or post-petition interest
is allowed in such proceeding) to any Agent or any Lender (or, in the case of
any Hedging Agreement or Specified Cash Management Agreement, any Lender or any
Affiliate of any Lender), whether direct or indirect, absolute or contingent,
due or to become due, or now existing or hereafter Incurred, which may arise
under, out of, or in connection with, this Agreement, the other Loan Documents,
any Hedging Agreement or Specified Cash Management Agreement with any Lender or
any Affiliate of any Lender or any other document made, delivered or given in
connection with any of the foregoing, in each case whether on account of
principal, interest, premium, reimbursement obligations, fees, indemnities,
costs, expenses or otherwise (including all fees and disbursements of counsel
to any Agent or to any Lender that are required to be paid by any Borrower
pursuant to the terms of any of the foregoing agreements).


“Other Permitted Debt”:  any unsecured Indebtedness Incurred by the
Parent Borrower as permitted by Section 6.2(1).


“Other Permitted Debt Documents”:  all indentures, instruments, agreements and
other documents evidencing or governing Other Permitted Debt or providing for
any Guarantee or other right in respect thereof.


“Other Taxes”:  any and all present or future stamp or
documentary taxes or any other excise charges or similar levies arising from
the execution, delivery or enforcement of any Loan Document.


“Parent Borrower”:  as defined in the preamble.


“Participant”:  as defined in Section 9.4(e).


“Participating Member State”:  each state so described in any EMU
legislation.


“Payables Programs”:  payables programs established to enable the
Parent Borrower or any Subsidiary to purchase goods and services from vendors.


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


“Performance Guarantee”:  a customary standby letter of credit or bank
guarantee or surety issued by a Foreign Issuing Lender in favor of customers of
the Parent Borrower or any of its Subsidiaries for the purpose of supporting
the fulfillment of such parties’ performance obligations under any
construction, service or similar agreement.


“Permitted Acquisition”:  any acquisition by the Parent Borrower or any
Subsidiary of all or substantially all of the Capital Stock of, or all or
substantially all of the assets of, or of a business, unit or division of, any
Person (including any related Investment in any Subsidiary in order to provide
all or any portion of the Consideration for such acquisition); provided
that (a) the Parent Borrower shall be in compliance, on a pro  forma
basis after giving effect to such acquisition, with the covenants contained in Section
6.1, in each case recomputed as at the last day of the most recently ended
fiscal quarter of the Parent Borrower for which the relevant information is
available as if such acquisition had occurred on the first day of each relevant
period for testing such compliance (as demonstrated, in the case of any
acquisition for which the aggregate Consideration is greater than or equal to
$100,000,000, in a certificate of a Financial Officer delivered to the
Administrative Agent prior to the consummation of such acquisition), (b) no
Default or Event of Default shall have occurred and be continuing, or would
occur



 22
 









after giving effect to such acquisition, (c) substantially all of the
property so acquired (including substantially all of the property of any Person
whose Capital Stock is directly or indirectly acquired) is useful in the
business of the general type conducted by the Parent Borrower and its
Subsidiaries on the Effective Date or businesses reasonably related thereto,
(d) the Capital Stock so acquired (other than any Capital Stock that is not
required by Section 5.11 to become Collateral) shall constitute and
become Collateral, (e) if the Ratings Event shall have occurred, substantially
all of the property other than Capital Stock so acquired (including
substantially all of the property of any Person whose Capital Stock is directly
or indirectly acquired when such Person becomes a direct or indirect Wholly
Owned Subsidiary of the Parent Borrower in accordance with clause (f), below,
but excluding any assets to the extent such assets are not required by Section
5.11 to become Collateral) shall constitute and become Collateral, (f) any
Person whose Capital Stock is directly or indirectly acquired shall be, after
giving effect to such acquisition, (i) with respect to any such Person that is
a Domestic Subsidiary, within six (6) months of such acquisition, a direct or
indirect Wholly Owned Subsidiary of the Parent Borrower, and (ii) with respect
to any such Person that is a Foreign Subsidiary, within eighteen (18) months of
such acquisition at least 80% of the Capital Stock of such Foreign Subsidiary
shall be owned directly or indirectly by the Parent Borrower, and (g) any such
acquisition shall have been approved by the board of directors or comparable
governing body of the relevant Person (unless such relevant Person is a
majority owned Subsidiary prior to such acquisition).


“Permitted Currencies”:  Dollars, Sterling and Euros.


“Permitted Encumbrances”:  (a) Liens imposed by law for taxes that are
not yet due or are being contested in compliance with Section 5.5; (b)
carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other
like Liens imposed by law, arising in the ordinary course of business and
securing obligations that are not overdue by more than 90 days or are being
contested in compliance with Section 5.5; (c) pledges and deposits made
in the ordinary course of business in compliance with workers’ compensation,
unemployment insurance and other social security laws or regulations; (d)
deposits to secure the performance of bids, trade contracts, leases, statutory
obligations, surety, indemnity, release and appeal bonds, performance or
warranty bonds and other obligations of a like nature, and guarantees  or reimbursement or related obligations
thereof, in each case in the ordinary course of business; (e) deposits securing
liabilities to insurance carriers under insurance or self-insurance
arrangements; (f) judgment (including pre-judgment attachment) Liens not giving
rise to an Event of Default; (g) banker’s Liens, rights of set-off or similar
rights and remedies as to deposit accounts or other funds maintained with a
depositary institution; provided that (i) such deposit account is not a
dedicated cash collateral account and is not subject to restrictions against access
by the Parent Borrower or any Subsidiary in excess of those set forth by
regulations promulgated by the Board or other applicable Governmental Authority
and (ii) such deposit account is not intended by the Parent Borrower or any
Subsidiary to provide collateral to the depositary institution; (h) Liens
arising from UCC financing statement filings regarding operating leases or
consignments entered into by the Parent Borrower and any Subsidiary in the
ordinary course of business; (i) customary restrictions imposed on the transfer
of copyrighted or patented materials or other intellectual property and
customary provisions in agreements that restrict the assignment of such
agreements or any rights thereunder; (j) easements, leases, subleases, ground
leases, zoning restrictions, building codes, rights-of-way, minor defects or
irregularities in title and similar encumbrances on real property imposed by
law or arising in the ordinary course of business that do not secure any
monetary obligations and do not materially detract from the value of the
affected property or interfere with the ordinary conduct of business of the
Parent Borrower or any Subsidiary; and (k) customary unperfected Liens Incurred
in the ordinary course of business that secure current trade payables Incurred
in the ordinary course of business and payable in accordance with customary
practices; provided that such Liens encumber only the assets related to
such current trade payables. 
Notwithstanding the foregoing, the term “Permitted Encumbrances” shall
not include any Lien securing Indebtedness.



 23
 









“Permitted Investments”:  (a) direct obligations of, or obligations the
principal of and interest on which are unconditionally guaranteed by, the
United States of America (or by any agency or instrumentality thereof to the
extent such obligations are backed by the full faith and credit of the United
States of America), in each case maturing within one year from the date of
acquisition thereof; (b) investments in commercial paper maturing within one
year from the date of acquisition thereof and having, at such date of
acquisition, credit ratings from S&P or from Moody’s of at least “A-2” or “P-2”,
respectively; (c) investments in certificates of deposit, banker’s acceptances,
overnight bank deposits, eurodollar time deposits and time deposits maturing
within one year from the date of acquisition thereof issued or guaranteed by or
placed with, and money market deposit accounts issued or offered by, any
domestic office of any commercial bank organized under the laws of the United
States of America or any State thereof which has a combined capital and surplus
and undivided profits of not less than $500,000,000 or, in the case of Foreign
Subsidiaries, any local office of any commercial bank organized under the laws
of the relevant local jurisdiction or any OECD country or any political
subdivision thereof which has a combined capital and surplus and undivided
profits of not less than $500,000,000 and cash pooling arrangements among
Foreign Subsidiaries (sometimes intermediated by a commercial bank); (d)
marketable general obligations issued by any State of the United States of
America or any political subdivision of any such State or any public
instrumentality thereof maturing within one year from the date of acquisition
and, at the time of acquisition, having a credit rating of “A” or better from
either S&P or Moody’s; (e) repurchase agreements with a term of not more
than 30 days for securities described in clause (a), (c) or (d) above and
entered into with a financial institution satisfying the criteria described in
clause (c) above; (f) interests in any investment company or money market fund
which invests substantially all of its assets in instruments of the type
specified in clauses (a) through (e) above; and (g) in the case of Foreign
Subsidiaries (other than any Foreign Subsidiary Holdco), substantially similar
Investments to those set forth in clauses (a) through (f) above denominated in
foreign currencies; provided that references to the United States of America
(or any agency, instrumentality or State thereof) shall be deemed to mean
foreign countries having a sovereign rating of “A” or better from either
S&P or Moody’s.


“Permitted Maturity”:  with respect to any Foreign Credit
Instrument, a maximum tenor of 60 months following the respective issuance
date; provided that (a) not more than 33 1/3% of the total Foreign
Credit Instrument Issuing Commitments may be used for Foreign Credit
Instruments with a tenor of 48 months or more and (b) no Foreign Credit Instrument
may have a maximum tenor that is more than 24 months after the then effective
Foreign Trade Maturity Date.  For
purposes of this definition, “tenor” shall mean the period remaining from time
to time until the maturity of the relevant Foreign Credit Instrument determined
on the basis of the expiration date specified in the relevant Foreign Credit
Instrument in accordance with Section 2.6(c)(iv), or, in the absence of
such specific expiration date, the remaining Commercial Lifetime.


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


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


“Platform”: as defined in Section 5.1.



 24
 









“Prepayment Event”:


(a)           any Disposition of property or series of related Dispositions of
property (excluding any such Disposition permitted by paragraph (a), (b), (c)
or (e) of Section 6.6) that yields aggregate gross proceeds to the
Parent Borrower or any of the Subsidiary Guarantors (valued at the initial
principal amount thereof in the case of non-cash proceeds consisting of notes
or other debt securities and valued at fair market value in the case of other
non-cash proceeds) in excess of $10,000,000; or


(b)           any casualty or other insured damage to, or any taking under power of
eminent domain or by condemnation or similar proceeding of, any property of the
Parent Borrower or any Subsidiary Guarantor that yields Net Proceeds in excess
of $10,000,000; or


(c)           the Incurrence by the Parent Borrower or any Subsidiary of any
Indebtedness, other than Indebtedness permitted by Section 6.2.


“Public Lender”:  as defined in Section 5.1.


“Qualified Foreign Global Currency”:  any Qualified Global Currency other than
Dollars borrowed in the United States of America.


“Qualified Global Currency”:  (a) Sterling, Euros, Dollars and each of the
currencies of the countries specified on Schedule 1.1D and (b) any other
eurocurrency designated by the Parent Borrower with the consent of the
Administrative Agent and each Global Revolving Lender.


“Qualified Global Currency Borrowing”:  any Borrowing comprised of Qualified Global
Currency Loans.


“Qualified Global Currency Loan”:  any Loan denominated in a Qualified Global
Currency.


“Qualified Receivables Transaction”:  any transaction or series of transactions
that may be entered into by the Parent Borrower or any Subsidiary pursuant to
which the Parent Borrower or any Subsidiary may sell, convey or otherwise
transfer to a Receivables Entity or any other Person, or may grant a security
interest in, any Receivables (whether now existing or arising in the future) of
the Parent Borrower or any Subsidiary, and any assets related thereto including
all collateral securing such Receivables, all contracts and all guarantees or
other obligations in respect of such Receivables, the proceeds of such
Receivables and other assets which are customarily transferred, or in respect
of which security interests are customarily granted, in connection with sales,
factoring or securitizations involving Receivables.


“Ratings Event”:  as defined in Section 5.11(b).


“Rebasing Date”:  as defined in Section 2.6(o)(i).


“Receivable”: 
a right to receive payment arising from a sale or lease of goods or the
performance of services by a Person pursuant to an arrangement with another
Person pursuant to which such other Person is obligated to pay for goods or
services under terms that permit the purchase of such goods and services on
credit and shall include, in any event, any items of property that would be
classified as an “account”, “chattel paper”, a “payment intangible” or an “instrument”
under the UCC as in effect in the State of New York and any “supporting obligations”
(as so defined) of such items.



 25
 









 


“Receivables Entity”:  either (a) any Subsidiary or (b) another
Person to which the Parent Borrower or any Subsidiary transfers Receivables and
related assets, in either case which engages in no activities other than in
connection with the financing of Receivables:


(i)            no portion of the Indebtedness or any other
obligations (contingent or otherwise) of which:


(A)          is guaranteed by the Parent Borrower or any Subsidiary (excluding
guarantees of obligations (other than the principal of, and interest on,
Indebtedness) pursuant to Standard Receivables Undertakings);


(B)           is recourse to or obligates the Parent Borrower or any Subsidiary in
any way other than pursuant to Standard Receivables Undertakings; or


(C)           subjects any property or asset of the Parent Borrower or any
Subsidiary, directly or indirectly, contingently or otherwise, to the
satisfaction thereof, other than pursuant to Standard Receivables Undertakings;


(ii)           with which neither the Parent Borrower nor any Subsidiary has any
material contract, agreement, arrangement or understanding (except in
connection with a purchase money note or Qualified Receivables Transaction
permitted by Section 6.6(c)) other than (A) on terms, taken as a whole,
no less favorable to the Parent Borrower or such Subsidiary than those that
might be obtained at the time from Persons that are not Affiliates of the
Parent Borrower or (B) for the payment of fees in the ordinary course of
business in connection with servicing Receivables; and


(iii)          to which neither the Parent Borrower nor any Subsidiary has any
obligation to maintain or preserve such entity’s financial condition or cause
such entity to achieve certain levels of operating results.


“Receivables Transaction Attributed Indebtedness”:  (a) in the case of any Receivables
securitization (including any Qualified Receivables Transaction, but excluding
any sale or factoring of Receivables), the amount of obligations outstanding
under the legal documents entered into as part of such Receivables
securitization on any date of determination that would be characterized as
principal if such Receivables securitization were structured as a secured
lending transaction rather than as a purchase and (b) in the case of any sale
or factoring of Receivables, the cash purchase price paid by the buyer in
connection with its purchase of Receivables (including any bills of exchange) less
the amount of collections received in respect of such Receivables and paid to
such buyer, excluding any amounts applied to purchase fees or discount or in
the nature of interest, in each case as determined in good faith and in a
consistent and commercially reasonable manner by the Parent Borrower (provided
that if such method of calculation is not applicable to such sale or factoring
of Receivables, the amount of Receivables Transaction Attributed Indebtedness
associated therewith shall be determined in a manner mutually acceptable to the
Parent Borrower and the Administrative Agent).


“Reference Period”:  as defined in the definition of Consolidated
EBITDA.


“Refinanced Term Loans”:  as defined in Section 9.2(c)(i).


“Register”: 
as defined in Section 9.4(c).



 26
 









“Reimbursement Obligation”:  the obligation of each relevant Borrower to
reimburse the applicable Issuing Lender pursuant to Section 2.5 for
amounts drawn under Letters of Credit.


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


“Release Date”:  as defined in Section 9.13(a).


“Replacement Term Loans”:  as defined in Section 9.2(c)(i).


“Required Lenders”:  at any time, Lenders holding in the aggregate
more than 50% of the sum (without duplication) of unfunded Revolving Commitments,
unfunded Foreign Credit Commitments, outstanding Loans, participations in
outstanding Letters of Credit, participations in outstanding Foreign Credit
Instruments, participations in Reimbursement Obligations and participations in
Foreign Credit Reimbursement Obligations.


“Requirement of Law”:  as to any Person, the certificate of
incorporation and by-laws or other organizational or governing documents of
such Person, and any law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person
or any of its property is subject.


“Reset Date”: 
as defined in Section 1.5(a).


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


“Revolving Commitments”:  the aggregate of the Domestic Revolving
Commitments and the Global Revolving Commitments.


“S&P”: 
Standard & Poor’s.


“Sale/Leaseback Transaction”:  as defined in Section 6.7.


“Security Documents”:  the Guarantee and Collateral Agreement and
any other security documents granting a Lien on any property of any Person to
secure the obligations of any Loan Party under any Loan Document.


“Senior Note Indenture”:  the Indenture entered into by the Parent
Borrower in connection with the issuance of the Senior Notes, together with all
supplemental indentures, instruments and other agreements entered into by the
Parent Borrower in connection therewith so long as the foregoing do not
increase the aggregate principal amount of Senior Notes outstanding thereunder.


“Senior Notes”:  the collective reference to (a) the 7.5%
senior notes due 2013 of the Parent Borrower having an aggregate initial
principal amount of $500,000,000 issued on or about December 27, 2002 and (b)
the 6.25% senior notes due 2011 of the Parent Borrower having an aggregate
initial principal



 27
 









amount of $300,000,000 issued on or about June 15, 2003; provided
that the aggregate outstanding principal amount of Senior Notes shall not
exceed $50,000,000.


“Specified Cash Management Agreement”:  (a) any agreement providing for treasury,
depositary or cash management services, including in connection with any
automated clearing house transfers of funds or any similar transactions between
the Parent Borrower or any Subsidiary Guarantor and any Lender or Affiliate
thereof, existing on the Effective Date and (b) any agreement providing for
treasury, depositary or cash management services, including in connection with
any automated clearing house transfers of funds or any similar transactions
between the Parent Borrower or any Subsidiary Guarantor and any Lender or
Affiliate thereof, which has been designated by the Parent Borrower, by notice
to the Administrative Agent not later than 90 days after the execution and
delivery of such agreement by the Parent Borrower or such Subsidiary Guarantor,
as a “Specified Cash Management Agreement”.


“Specified Indebtedness”:  (a) any Indebtedness Incurred as permitted by
Section 6.2(f), (g), (h) or (k), and (b) any
secured Indebtedness Incurred as permitted by Section 6.2(j) or (p).


“Standard Receivables Undertakings”:  representations, warranties, covenants and
indemnities entered into by the Parent Borrower or any Subsidiary which are
reasonably customary in sale, factoring or securitization of Receivables
transactions.


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


“Subordinated Debt”:  any Indebtedness Incurred by the Parent
Borrower as permitted by Section 6.2(b).


“Subordinated Debt Documents”:  all indentures, instruments, agreements and
other documents evidencing or governing the Subordinated Debt or providing for
any Guarantee or other right in respect thereof.


“Subsidiary”: 
with respect to any Person (the “parent”) at any date, any
corporation, limited liability company, partnership, association or other
entity the accounts of which would be consolidated with those of the parent in
the parent’s consolidated financial statements if such financial statements
were prepared in accordance with GAAP as of such date, as well as any other
corporation, limited liability company, partnership, association or other
entity (a) of which securities or other ownership interests representing more
than 50% of the equity or more than 50% of the ordinary voting power or, in the
case of a partnership, more than 50% of the general partnership interests are,
as of such date, owned, controlled or held, or (b) that is, as of such date,
otherwise Controlled, by the parent or one or more Subsidiaries of the parent
or by the parent and one or more Subsidiaries of the parent.  Unless otherwise qualified, all references to
a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a
Subsidiary or Subsidiaries of the Parent Borrower.


“Subsidiary Guarantor”:  any Subsidiary that has guaranteed the
Obligations pursuant to the Guarantee and Collateral Agreement.  For the avoidance of doubt, no Foreign
Subsidiary, Subsidiary of a Foreign Subsidiary, or Receivables Entity shall be,
or shall be required to become, a Subsidiary Guarantor.


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



 28
 









“Swingline Lender”:  Bank of America, N.A., in its capacity as
lender of Swingline Loans hereunder.


“Swingline Loan”:  a Loan made pursuant to Section 2.4.


“Swingline Note”: as defined in Section
2.10(d).


“Taxes”: 
any and all present or future taxes, levies, imposts, duties,
deductions, charges or withholdings imposed by any Governmental Authority,
including any interest, additions to tax or penalties applicable thereto.


“Tender Guarantee”:  a customary standby letter of credit or bank
guarantee or surety issued by a Foreign Issuing Lender in favor of (actual or
prospective) counterparties of the Parent Borrower or any of its Subsidiaries
for the purpose of securing the obligations assumed under any tender, for
construction work or other services.


“Term Loan Commitment”:  with respect to each Lender, its obligation
to make its portion of the Initial Term Loan to the Parent Borrower in the
principal amount not to exceed the amount set forth under the heading “Term
Loan Commitment” opposite such Lender’s name on Schedule 1.1A
hereto.  The aggregate principal amount
of the Lenders’ Term Loan Commitments is $750,000,000 as of the Effective Date.


“Term Loan Facility”:  as defined in the definition of Facility.


“Term Loan Maturity Date”:  September 21, 2012.


“Term Loans”: 
Initial Term Loans and Incremental Term Loans.


“Term Note”: as defined in Section 2.10(d).


“Total Consolidated Assets”:  as at any date of determination, the total
assets of the Parent Borrower and its consolidated Subsidiaries, determined in
accordance with GAAP, as of the last day of the fiscal quarter ended
immediately prior to the date of such determination for which financial
statements have been (or are required pursuant to Section 5.1(a) or (b)
to have been) delivered to the Administrative Agent pursuant to Section
5.1(a) or (b).


“Total Domestic Exposure”:  at any time, the sum of the total Domestic
Revolving Exposures.


“Total Foreign Trade Exposure”:  at any time, the sum of the total Foreign
Trade Exposures.


“Total Global Exposure”:  at any time, the sum of the total Global
Revolving Exposures.


“Transactions”:  the execution, delivery and performance by
each Loan Party of the Loan Documents to which it is to be a party, the
borrowing of Loans, the use of the proceeds thereof and the issuance of Letters
of Credit and Foreign Credit Instruments hereunder.


“Treaty”: 
the Treaty establishing the European Economic Community, being the
Treaty of Rome of March 25, 1957 as amended by the Single European Act 1986 and
the Maastricht Treaty (which was signed on February 7, 1992 and came into force
on November 1, 1993) and as may from time to time be further amended,
supplemented or otherwise modified.



 29
 









“Type”: 
when used in reference to any Loan or Borrowing, refers to the rate by
reference to which interest on such Loan, or on the Loans comprising such
Borrowing, is determined and the currency in which such Loan, or the Loans
comprising such Borrowing, are denominated. 
For purposes hereof, “rate” shall include the Adjusted LIBO Rate and the
Alternate Base Rate, and “currency” shall include Dollars and any Qualified
Global Currency permitted hereunder.


“UCC”: 
for any jurisdiction, the Uniform Commercial Code applicable in such
jurisdiction.


“Utilization Date”:  as defined in Section 2.6(g)(i).


“Utilization Reduction Notice”:  as defined in Section 2.6(k)(i).


“Utilization Request”:  as defined in Section 2.6(c).


“Warranty Guarantee”:  a customary standby letter of credit or bank
guarantee or surety issued by a Foreign Issuing Lender in favor of customers of
the Parent Borrower or any of its Subsidiaries for the purpose of securing any
warranty obligations of the Parent Borrower or such Subsidiary.


“Wholly Owned Subsidiary”:  as to any Person, any other Person all of the
Capital Stock of which (other than directors’, foreign nationals’ and analogous
qualifying shares required by law) is owned by such Person directly and/or
through other Wholly Owned Subsidiaries.


“Wholly Owned Subsidiary Guarantor”:  any Subsidiary Guarantor that is a Wholly
Owned Subsidiary of the Parent Borrower.


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


Section
1.2.            Classification of Loans and Borrowings.


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


Section
1.3.            Terms Generally.


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



 30
 









Exhibits and Schedules to, this Agreement, (e) the words “asset” and “property”
shall be construed to have the same meaning and effect and to refer to any and
all tangible and intangible assets and properties, including cash, securities,
accounts and contract rights and (f) where applicable, any amount (including
minimum borrowing, prepayment or repayment amounts) expressed in Dollars shall,
when referring to any currency other than Dollars, be deemed to mean an amount
of such currency having a Dollar Equivalent approximately equal to such amount.


Section
1.4.            Accounting Terms; GAAP.


Except as otherwise expressly provided herein, all
terms of an accounting or financial nature shall be construed in accordance
with GAAP, as in effect from time to time; provided that if at any time
after June 30, 2007 there shall occur any change in respect of GAAP from that
used in the preparation of audited financial statements referred to in Section
5.1 in a manner that would have a material effect on any matter under Article
VI, the Parent Borrower and the Administrative Agent will, within five
Business Days of notice from the Administrative Agent or the Parent Borrower,
as the case may be, to that effect, commence, and continue in good faith,
negotiations with a view towards making appropriate amendments to the
provisions hereof acceptable to the Required Lenders, to reflect as nearly as
possible the effect of Article VI as in effect on the date hereof; provided
further that, until such notice shall have been withdrawn or the
relevant provisions amended in accordance herewith, Article VI shall be
interpreted on the basis of GAAP as in effect and applied immediately before
such change shall have become effective.


Section
1.5.            Exchange Rates.


(a)           Not
later than 1:00 p.m., New York City time, on each Calculation Date, the
Administrative Agent shall (i) determine the Exchange Rate as of such
Calculation Date to be used for calculating the Dollar Equivalent amounts of
each currency in which a Global Revolving Loan, Alternative Currency Letter of
Credit or unreimbursed LC Disbursement is denominated and (ii) give notice
thereof to the Parent Borrower.  The
Exchange Rates so determined shall become effective on the first Business Day
immediately following the relevant Calculation Date (a “Reset Date”),
shall remain effective until the next succeeding Reset Date and shall for all
purposes of this Agreement (other than for the purpose of converting into
Dollars, under Sections 2.5(d), (e), (h), (j) and (k)
and 2.14(b), the obligations of the Borrowers and the Domestic Revolving
Lenders in respect of LC Disbursements that have not been reimbursed when due)
be the Exchange Rates employed in converting any amounts between the applicable
currencies.


(b)           Not
later than 5:00 p.m., New York City time, on each Reset Date, the
Administrative Agent shall (i) determine the Global Revolving Exposure or the
Alternative Currency LC Exposure, as the case may be, on such date (after
giving effect to any Global Revolving Loans to be made or any Alternative
Currency Letters of Credit to be issued, renewed, extended or terminated in
connection with such determination) and (ii) notify the Parent Borrower and, if
applicable, each Issuing Lender of the results of such determination.


Section
1.6.            Currency Conversion.


(a)           If
more than one currency or currency unit are at the same time recognized by the
central bank of any country as the lawful currency of that country, then (i)
any reference in the Loan Documents to, and any obligations arising under the
Loan Documents in, the currency of that country shall be translated into or
paid in the currency or currency unit of that country designated by the
Administrative Agent and (ii) any translation from one currency or currency
unit to another shall be at the official rate of exchange recognized by the
central bank for conversion of that currency or currency unit into the other,



 31
 









rounded up or down by the Administrative Agent or the Foreign Trade
Facility Agent, as applicable, as it deems appropriate.


(b)           If a
change in any currency of a country occurs, this Agreement shall be amended
(and each party hereto agrees to enter into any supplemental agreement
necessary to effect any such amendment) to the extent that the Administrative
Agent specifies to be necessary to reflect the change in currency and to put
the Lenders in the same position, so far as possible, that they would have been
in if no change in currency had occurred.


Section
1.7.            Times of Day.


Unless otherwise specified, all references herein to
times of day shall be references to New York City time (daylight or standard,
as applicable).


Section
1.8.            Face Amount.


Unless otherwise specified herein, the Face Amount
of a Letter of Credit, Foreign Credit Instrument or Joint Signature Foreign
Credit Instrument at any time shall be deemed to be the stated amount of such
Letter of Credit, Foreign Credit Instrument or Joint Signature Foreign Credit
Instrument in effect at such time; provided, however, that with
respect to any Letter of Credit, Foreign Credit Instrument or Joint Signature
Foreign Credit Instrument that, by its terms or the terms of any form of letter
of credit application or other agreement submitted by a Borrower to, or entered
into by a Borrower with, the applicable Issuing Lender or Foreign Issuing
Lender, as applicable, relating to such Letter of Credit, Foreign Credit
Instrument or Joint Signature Foreign Credit Instrument, provides for one or
more automatic increases in the stated amount thereof, the amount of such
Letter of Credit, Foreign Credit Instrument or Joint Signature Foreign Credit
Instrument shall be deemed to be the maximum stated amount of such Letter of
Credit, Foreign Credit Instrument or Joint Signature Foreign Credit Instrument
after giving effect to all such increases, whether or not such maximum stated
amount is in effect at such time.


ARTICLE
II


THE CREDITS


Section
2.1.            Commitments; Incremental Facilities.


(a)           Subject to the terms and conditions set forth herein, each relevant
Lender agrees (i) to severally make Initial Term Loans in Dollars to the Parent
Borrower on the Effective Date in an aggregate principal amount not exceeding
the Term Loan Commitment of such Lender, (ii) to severally make Domestic
Revolving Loans in Dollars to the Parent Borrower from time to time during the
Domestic Revolving Availability Period in an aggregate principal amount that
will not result in such Lender’s Domestic Revolving Exposure exceeding such
Lender’s Domestic Revolving Commitment and (iii) to severally make Global
Revolving Loans in Dollars or one or more Qualified Global Currencies (as
specified in the Borrowing Requests with respect thereto) to any Borrower from
time to time during the Global Revolving Availability Period in an aggregate
principal amount that will not result in such Lender’s Global Revolving
Exposure exceeding such Lender’s Global Revolving Commitment.  Within the foregoing limits and subject to
the terms and conditions set forth herein, the Parent Borrower may borrow,
prepay and reborrow Domestic Revolving Loans, and any Borrower may borrow,
prepay and reborrow Global Revolving Loans. 
Amounts repaid in respect of Term Loans may not be reborrowed.



 32
 









(b)           So
long as no Default or Event of Default (including, on a pro forma basis,
pursuant to Section 6.1) shall be in existence or would be caused
thereby, the Parent Borrower and any one or more Lenders may from time to time
agree that such Lenders (or any other additional bank, financial institution or
other entity which becomes a Lender pursuant to this Section 2.1(b))
shall add an additional term loan facility (the loans thereunder, the “Incremental
Term Loans”) and/or increase the Commitments in respect of any of the
Facilities by executing and delivering to the Administrative Agent and, in the
case of any increase in the Foreign Credit Commitments, the Foreign Trade
Facility Agent an Incremental Facility Activation Notice specifying (i) the
amount of such Incremental Term Loans and/or Commitment increase, and (ii) in
the case of any Incremental Term Loans, (A) the applicable Incremental Term
Loan Maturity Date, (B) the amortization schedule for such Incremental Term
Loans, which shall comply with Section 2.11(b) and (C) the Applicable
Rate for such Incremental Term Loans; provided that the aggregate
principal amount of borrowings of Incremental Term Loans and Commitment
increases shall not exceed $400,000,000. 
If the Applicable Rate for such Incremental Term Loans (which, for such
purposes only, shall be deemed to include all upfront or similar fees or
original issue discount payable to all Lenders providing such Incremental
Loans, with such fees or discount being equated to the interest rates in a
manner reasonably determined by the Administrative Agent in consultation with
the Parent Borrower based on an assumed four-year life to maturity) exceeds the
Applicable Rate for the other Term Loans by more than 0.50%, the Applicable
Rate relating to such other Term Loans shall be adjusted to be equal to the
Applicable Rate for such Incremental Term Loans (which, for such purposes only,
shall be deemed to include all upfront or similar fees or original issue
discount payable to all Lenders providing such Incremental Loans, calculated in
the manner provided above) minus 0.50%. 
Except for pricing, amortization and maturity, the terms of the
Incremental Term Loans will be the same as the terms of the Initial Term
Loans.  In the case of any increase in
the Commitments under any Facility (other than any Incremental Term Loan
Facility), the terms applicable to such increased Commitments and the Loans
thereunder shall be the same as the terms applicable to the Facility being so
increased.  In the case of any increase
of the Domestic Revolving Facility or the Global Revolving Facility, any new
Lender added in connection with such increase must be reasonably acceptable to
the Administrative Agent.  In the case of
any increase of the Foreign Trade Facility, any new Lender added in connection
with such increase must be reasonably acceptable to the Administrative Agent
and the Foreign Trade Facility Agent.  No
Lender shall have any obligation to participate in any Incremental Term Loan or
other increase described in this paragraph unless it agrees to do so in its
sole discretion.  Any additional bank,
financial institution or other entity which, with the consent of the Borrower
and the Administrative Agent, and, if applicable, the Foreign Trade Facility
Agent (which consent shall not be unreasonably withheld), elects to become a “Lender”
under this Agreement in connection with the making of any Incremental Term Loan
or the making of any additional Commitment shall execute a New Lender
Supplement, whereupon such bank, financial institution or other entity shall
become a Lender for all purposes and to the same extent as if originally a
party hereto and shall be bound by and entitled to the benefits of this
Agreement.


Section
2.2.            Loans and Borrowings.


(a)           Each
Loan (other than a Swingline Loan) shall be made as part of a Borrowing
consisting of Loans of the same Class and Type made by the Lenders ratably in
accordance with their respective Commitments of the applicable Class.  The failure of any Lender to make any Loan
required to be made by it shall not relieve any other Lender of its obligations
hereunder.


(b)           Subject
to Section 2.16, (i) each Revolving Borrowing denominated in Dollars and
each Term Loan Borrowing shall be comprised entirely of ABR Loans or Eurocurrency
Loans as the relevant Borrower may request in accordance herewith and (ii) each
Qualified Global Currency Borrowing shall be comprised entirely of Eurocurrency
Loans.  Each Swingline Loan shall be an
ABR Loan.  Each Lender at its option may
make any Eurocurrency Loan by causing any domestic or foreign branch or
Affiliate of



 33
 









such Lender to make such Loan; provided that any exercise of
such option shall not affect the obligation of the relevant Borrower to repay
such Loan in accordance with the terms of this Agreement.


(c)           At
the commencement of each Interest Period for any Eurocurrency Borrowing, such
Borrowing shall be in an aggregate amount that is an integral multiple of
$1,000,000 and not less than $10,000,000. 
At the time that each ABR Revolving Borrowing is made, such Borrowing
shall be in an aggregate amount that is an integral multiple of $1,000,000 and
not less than $5,000,000; provided that (i) a Borrowing of ABR Domestic
Revolving Loans may be in an aggregate amount that is equal to the entire
unused balance of the total Domestic Revolving Commitments or that is required
to finance the reimbursement of an LC Disbursement as contemplated by Section
2.5(e) and (ii) a Borrowing of ABR Global Revolving Loans may be in an
aggregate amount that is equal to the entire unused balance of the total Global
Revolving Commitments.  Each Swingline
Loan shall be in an amount that is an integral multiple of $500,000 and not
less than $500,000.  No more than 10
Eurocurrency Borrowings may be outstanding at any one time under each Facility.


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


Section 2.3.            Requests for Borrowings.


To request a Borrowing of Domestic Revolving Loans
or Global Revolving Loans or a Term Loan Borrowing, the relevant Borrower shall
notify the Administrative Agent of such request by telephone (a) in the case of
a Eurocurrency Borrowing denominated in Dollars, not later than 11:00 a.m., New
York City time three Business Days before the date of the proposed Borrowing,
(b) in the case of a Eurocurrency Borrowing denominated in a Qualified Global
Currency, not later than 11:00 a.m., New York City time four Business Days
before the date of the proposed Borrowing or (c) in the case of an ABR
Borrowing, not later than 11:00 a.m., New York City time, one Business Day
before the date of the proposed Borrowing; provided that any such notice
of a Borrowing of ABR Domestic Revolving Loans to finance the reimbursement of
an LC Disbursement as contemplated by Section 2.5(e) may be given not
later than 10:00 a.m., New York City time, on the date of the proposed
Borrowing.  Each such telephonic
Borrowing Request shall be irrevocable and shall be confirmed promptly by
delivery to the Administrative Agent of a written Borrowing Request in a form
approved by the Administrative Agent and (x) signed by the Parent Borrower and,
in the case of Borrowings by a Foreign Subsidiary Borrower, such Foreign
Subsidiary Borrower or (y) in the case of Borrowings by a Foreign Subsidiary
Borrower, signed by the Parent Borrower or such Foreign Subsidiary Borrower, as
specified by the Parent Borrower by prior written notice to the Administrative
Agent.  Each such telephonic and written
Borrowing Request shall specify the following information in compliance with Section
2.2:  (i) the Borrower requesting
such Borrowing (and be signed on behalf of such Borrower); (ii) the Class and
Type of the requested Borrowing; (iii) the aggregate amount of such Borrowing;
(iv) the date of such Borrowing, which shall be a Business Day; (v) in the case
of a Eurocurrency Borrowing, the initial Interest Period to be applicable
thereto; (vi) the location and number of the relevant Borrower’s account to
which funds are to be disbursed, which shall comply with the requirements of Section
2.7; and (vii) the currency of such Borrowing (which shall be in Dollars in
the case of Term Loans, Domestic Revolving Loans and Swingline Loans, and
otherwise shall be in Dollars or a Qualified Global Currency).  If no election as to the currency of a
Borrowing of Global Revolving Loans is specified in any such notice, then the
requested Borrowing shall be denominated in Dollars.  If no election as to the Type of Borrowing is
specified, then the requested Borrowing shall be an ABR Borrowing if
denominated in Dollars or a Eurocurrency Borrowing if denominated in a
Qualified Global Currency.  If no
Interest Period is specified with respect to any requested Eurocurrency
Borrowing, then the relevant Borrower shall be deemed to have selected



 34
 









an Interest Period of one month’s duration.  Promptly following receipt of a Borrowing
Request in accordance with this Section, the Administrative Agent shall advise
each relevant Lender of the details thereof and of the amount of such Lender’s
Loan to be made as part of the requested Borrowing.


Section
2.4.            Swingline Loans.


(a)           Subject
to the terms and conditions set forth herein, the Swingline Lender agrees to
make Swingline Loans to the Parent Borrower from time to time during the
Domestic Revolving Availability Period, in an aggregate principal amount at any
time outstanding that will not result in (i) the aggregate principal amount of
outstanding Swingline Loans exceeding $40,000,000 or (ii) the sum of the total
Domestic Revolving Exposures exceeding the total Domestic Revolving
Commitments; provided that the Swingline Lender shall not be required to
make a Swingline Loan to refinance an outstanding Swingline Loan.  Within the foregoing limits and subject to
the terms and conditions set forth herein, the Parent Borrower may borrow,
prepay and reborrow Swingline Loans.


(b)           To
request a Swingline Loan, notwithstanding anything herein to the contrary, the
Parent Borrower shall notify the Administrative Agent of such request by
telephone (confirmed by telecopy promptly thereafter), not later than 12:00
noon, New York City time, on the day of a proposed Swingline Loan.  Each such notice shall be irrevocable and
shall specify the requested date (which shall be a Business Day) and amount of
the requested Swingline Loan.  The
Administrative Agent will promptly advise the Swingline Lender of any such
notice received from the Parent Borrower. 
The Swingline Lender shall make each Swingline Loan available to the
Parent Borrower by wiring the amount to the account designated by the Parent
Borrower in the request for such Swingline Loan (or, in the case of a Swingline
Loan made to finance the reimbursement of an LC Disbursement as provided in Section
2.5(e), by remittance to the applicable Issuing Lender) by 3:00 p.m., New
York City time, on the requested date of such Swingline Loan.


(c)           The
Swingline Lender may by written notice given to the Administrative Agent not
later than 12:00 noon, New York City time, on any Business Day require the
Domestic Revolving Lenders to acquire participations on such Business Day in
all or a portion of the Swingline Loans outstanding.  Such notice shall specify the aggregate
amount of Swingline Loans in which Domestic Revolving Lenders will
participate.  Promptly upon receipt of
such notice, the Administrative Agent will give notice thereof to each Domestic
Revolving Lender, specifying in such notice such Lender’s Applicable Percentage
of such Swingline Loans.  Each Domestic
Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of
notice as provided above, to pay to the Administrative Agent, for the account
of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline
Loans.  Each Domestic Revolving Lender
acknowledges and agrees that its obligation to acquire participations in
Swingline Loans pursuant to this paragraph is absolute and unconditional and
shall not be affected by any circumstance whatsoever, including the occurrence
and continuance of a Default or Event of Default or reduction or termination of
the Commitments, and that each such payment shall be made without any offset,
abatement, withholding or reduction whatsoever. 
Each Domestic Revolving Lender shall comply with its obligation under
this paragraph by wire transfer of immediately available funds, in the same
manner as provided in Section 2.7 with respect to Loans made by such
Lender (and Section 2.7 shall apply, mutatis mutandis,
to the payment obligations of the Domestic Revolving Lenders), and the Administrative
Agent shall promptly pay to the Swingline Lender the amounts so received by it
from the Domestic Revolving Lenders.  The
Administrative Agent shall notify the Parent Borrower of any participations in
any Swingline Loan acquired pursuant to this paragraph, and thereafter payments
in respect of such Swingline Loan shall be made to the Administrative Agent and
not to the Swingline Lender.  Any amounts
received by the Swingline Lender from the Parent Borrower (or other party on
behalf of the Parent Borrower) in respect of a Swingline Loan after receipt by
the Swingline Lender of the proceeds of a sale of participations therein shall
be promptly remitted to the Administrative Agent; any such amounts received by
the



 35
 









Administrative Agent shall be promptly remitted by the Administrative
Agent to the Domestic Revolving Lenders that shall have made their payments
pursuant to this paragraph and to the Swingline Lender, as their interests may
appear.  The purchase of participations
in a Swingline Loan pursuant to this paragraph shall not relieve the Parent
Borrower of its obligation to repay such Swingline Loan.


Section
2.5.            Letters of Credit.


(a)           General. 
Subject to the terms and conditions set forth herein, any Borrower may
request the issuance of Letters of Credit for its own account, in a form
reasonably acceptable to the Administrative Agent and the applicable Issuing
Lender, at any time and from time to time during the Domestic Revolving
Availability Period.  Notwithstanding the
foregoing, the account party for each Letter of Credit shall be the Parent
Borrower or the relevant Foreign Subsidiary Borrower, as specified by the
Administrative Agent and the applicable Issuing Lender in consultation with the
Parent Borrower.  In the event of any
inconsistency between the terms and conditions of this Agreement and the terms
and conditions of any form of letter of credit application or other agreement
submitted by a Borrower to, or entered into by a Borrower with, the applicable
Issuing Lender relating to any Letter of Credit, the terms and conditions of
this Agreement shall control.  The
letters of credit described on Schedule 2.5 (the “Existing Letters of
Credit”) shall be deemed to be “Letters of Credit” for all purposes of this
Agreement and the other Loan Documents.


(b)           Notice
of Issuance, Amendment, Renewal, Extension; Certain Conditions.  To
request the issuance of a Letter of Credit (or the amendment, renewal or
extension of an outstanding Letter of Credit), the relevant Borrower shall
deliver to the applicable Issuing Lender and the Administrative Agent
(reasonably in advance of the requested date of issuance, amendment, renewal or
extension) a notice specifying the name of the relevant Borrower and requesting
the issuance of a Letter of Credit, or identifying the Letter of Credit to be
amended, renewed or extended, and specifying the date of issuance, amendment,
renewal or extension (which shall be a Business Day), the date on which such
Letter of Credit is to expire (which shall comply with paragraph (c) of this
Section), the amount of such Letter of Credit, the currency in which such
Letter of Credit is to be denominated (which shall be Dollars or, subject to Section
2.22, an Alternative Currency), the name and address of the beneficiary
thereof and such other information as shall be necessary to prepare, amend,
renew or extend such Letter of Credit. 
If requested by the applicable Issuing Lender, the relevant Borrower
also shall submit a letter of credit application on such Issuing Lender’s
standard form in connection with any request for a Letter of Credit.  Following receipt of such notice and prior to
the issuance of the requested Letter of Credit, the Administrative Agent shall
calculate the Dollar Equivalent of such Letter of Credit and shall notify the
Parent Borrower, the relevant Borrower and the applicable Issuing Lender of the
amount of the Total Domestic Exposure after giving effect to (i) the issuance
of such Letter of Credit, (ii) the issuance or expiration of any other Letter
of Credit that is to be issued or will expire prior to the requested date of
issuance of such Letter of Credit and (iii) the borrowing or repayment of any
Domestic Revolving Loans or Swingline Loans that (based upon notices delivered
to the Administrative Agent by the Parent Borrower) are to be borrowed or
repaid prior to the requested date of issuance of such Letter of Credit.  A Letter of Credit shall be issued, amended,
renewed or extended only if (and upon issuance, amendment, renewal or extension
of each Letter of Credit the Parent Borrower and the relevant Borrower shall be
deemed to represent and warrant that), after giving effect to such issuance,
amendment, renewal or extension (A) the aggregate outstanding principal amount
of all Domestic Revolving Loans plus the amount of all LC Exposure shall not
exceed $400,000,000 and (B) the Total Domestic Exposure shall not exceed the
total Domestic Revolving Commitments.


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



 36
 









Business Days prior to the Domestic Revolving Maturity Date; provided
that notwithstanding the foregoing, Letters of Credit having an aggregate face
amount not in excess of $150,000,000 may provide for an expiration date that is
more than one year after the date of issuance, renewal or extension, so long as
such expiration date does not extend beyond the date referred to in clause (ii)
above.


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


(e)           Reimbursement.  If
the applicable Issuing Lender shall make any LC Disbursement in respect of a
Letter of Credit, the relevant Borrower shall reimburse such LC Disbursement by
paying to the Administrative Agent an amount equal to such LC Disbursement plus
any interim interest incurred pursuant to paragraph (h) of this Section for (x)
LC Disbursements made in Dollars, in Dollars, or (y) LC Disbursements made in
an Alternative Currency, in an amount equal to the Dollar Equivalent,
calculated using the applicable Exchange Rate on the date such LC Disbursement
is made, of such LC Disbursement, in each case, not later than 12:00 noon, New
York City time or the relevant local time, as applicable, on the date that such
LC Disbursement is made, if such Borrower shall have received notice of such LC
Disbursement prior to 10:00 a.m., New York City time or the relevant local
time, as applicable, on such date, or, if such notice has not been received by
such Borrower prior to such time on such date, then not later than 12:00 noon,
New York City time or the relevant local time, as applicable, on the Business
Day immediately following the day that such Borrower receives such notice; provided
that, in the case of any LC Disbursement made in Dollars, the relevant Borrower
may, subject to the conditions to borrowing set forth herein, request in
accordance with Section 2.3 or 2.4 that such payment be financed
in Dollars with a Borrowing of ABR Domestic Revolving Loans or Swingline Loan
in an equivalent amount and, to the extent so financed, such Borrower’s
obligation to make such payment shall be discharged and replaced by the
resulting Borrowing of ABR Domestic Revolving Loans or Swingline Loan.  If the relevant Borrower fails to make such
payment when due, then (i) if such payment relates to an Alternative Currency
Letter of Credit, automatically and with no further action required, such
Borrower’s obligation to reimburse the applicable LC Disbursement shall be
permanently converted into an obligation to reimburse the Dollar Equivalent,
calculated using the Exchange Rates on the date when such payment was due, of
such LC Disbursement and (ii) the Administrative Agent shall promptly notify
the applicable Issuing Lender and each other Domestic Revolving Lender of the
applicable LC Disbursement, the Dollar Equivalent thereof (if such LC
Disbursement relates to an Alternative Currency Letter of Credit), the payment
then due from such Borrower in respect thereof and such Lender’s Applicable
Percentage 



 37
 









thereof.  Promptly following
receipt of such notice, each Domestic Revolving Lender shall pay to the
Administrative Agent in Dollars its Applicable Percentage of the payment then
due from the relevant Borrower (determined as provided in clause (i) above, if
such payment relates to an Alternative Currency Letter of Credit), in the same
manner as provided in Section 2.7 with respect to Loans made by such
Lender (and Section 2.7 shall apply, mutatis mutandis,
to the payment obligations of the Domestic Revolving Lenders), and the
Administrative Agent shall promptly pay to the applicable Issuing Lender in
Dollars the amounts so received by it from the Domestic Revolving Lenders.  Promptly following receipt by the
Administrative Agent of any payment from any Borrower pursuant to this
paragraph, the Administrative Agent shall distribute such payment to the
applicable Issuing Lender or, to the extent that Domestic Revolving Lenders
have made payments pursuant to this paragraph to reimburse such Issuing Lender,
then to such Lenders and such Issuing Lender as their interests may
appear.  Any payment made by a Domestic
Revolving Lender pursuant to this paragraph to reimburse any Issuing Lender for
any LC Disbursement (other than the funding of ABR Domestic Revolving Loans or
a Swingline Loan as contemplated above) shall not constitute a Loan and shall
not relieve any Borrower of its obligation to reimburse such LC Disbursement.


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



 38
 









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


(h)           Interim
Interest.  If an Issuing Lender shall make any LC
Disbursement, then, unless the relevant Borrower shall reimburse such LC
Disbursement in full on the date such LC Disbursement is made, the unpaid
amount thereof shall bear interest, for each day from and including the date
such LC Disbursement is made to but excluding the date that such Borrower
reimburses such LC Disbursement, at the rate per annum then applicable to ABR
Domestic Revolving Loans; provided that, if such Borrower fails to
reimburse such LC Disbursement (including any interim interest incurred in
connection with such LC Disbursement pursuant to this paragraph) when due
pursuant to paragraph (e) of this Section, then Section 2.15(c) shall
apply; provided  further that, in the case of an LC Disbursement
made under an Alternative Currency Letter of Credit, the amount of interest due
with respect thereto shall (i) in the case of any LC Disbursement that is
reimbursed on or before the Business Day immediately succeeding such LC
Disbursement, (A) be payable in an amount equal to the Dollar Equivalent,
calculated using the applicable Exchange Rate on the date such LC Disbursement
is made, of such LC Disbursement and (B) if not reimbursed on the date of such
LC Disbursement, bear interest at a rate equal to the rate reasonably
determined by the applicable Issuing Lender to be the cost to such Issuing
Lender of funding such LC Disbursement plus the Applicable Rate applicable to
Eurocurrency Revolving Loans at such time and (ii) in the case of any LC
Disbursement that is reimbursed after the Business Day immediately succeeding
such LC Disbursement (A) be payable in Dollars, (B) accrue on the Dollar
Equivalent, calculated using the Exchange Rates on the date such LC
Disbursement was made, of such LC Disbursement and (C) bear interest at the
rate per annum then applicable to ABR Revolving Loans, subject to Section
2.15(c).  Interest accrued pursuant
to this paragraph shall be for the account of the applicable Issuing Lender,
except that interest accrued on and after the date of payment by any Domestic
Revolving Lender pursuant to paragraph (e) of this Section to reimburse such
Issuing Lender shall be for the account of such Lender to the extent of such
payment.


(i)            Replacement
of any Issuing Lender.  Any Issuing Lender may be replaced at any
time by written agreement among the Parent Borrower, the Administrative Agent,
the replaced Issuing Lender and the successor Issuing Lender.  The Administrative Agent shall notify the
Lenders of any such replacement of such Issuing Lender.  At the time any such replacement shall become
effective, the Parent Borrower shall pay all unpaid fees accrued for the
account of the replaced Issuing Lender pursuant to Section 2.14(b).  From and after the effective date of any such
replacement, (i) the successor Issuing Lender shall have all the rights and
obligations of such Issuing Lender under this Agreement with respect to Letters
of Credit to be issued thereafter and (ii) references herein to the term “Issuing
Lender” shall be deemed to refer to such successor or to any previous Issuing
Lender, or to such successor and all previous Issuing Lenders, as the context
shall require.  After the replacement of
an Issuing Lender hereunder, the replaced Issuing Lender shall remain a party
hereto and shall continue to have all the rights and obligations of an Issuing
Lender under this Agreement with respect to Letters of Credit issued by it
prior to such replacement, but shall not be required to issue additional
Letters of Credit.


(j)              Cash Collateralization.  If any Event of Default shall occur and be
continuing, on the Business Day that a Borrower receives notice from the
Administrative Agent or the Required Lenders (or, if the maturity of the Loans
has been accelerated, Domestic Revolving Lenders with LC Exposure representing
at least 51% of the total LC Exposure) demanding the deposit of cash collateral
pursuant to this paragraph, such Borrower shall deposit in an account with the
Administrative Agent, in the name of the



 39
 









Administrative Agent and for the benefit of the
Domestic Revolving Lenders, an amount in Dollars and in cash equal to the LC
Exposure as of such date plus any accrued and unpaid interest thereon; provided
that (i) the portions of such amount attributable to undrawn Alternative
Currency Letters of Credit or LC Disbursements in an Alternative Currency that
the Borrowers are not late in reimbursing shall be deposited in the applicable
Alternative Currencies in the actual amounts of such undrawn Letters of Credit
and LC Disbursements and (ii) the obligation to deposit such cash collateral
shall become effective immediately, and such deposit shall become immediately
due and payable, without demand or other notice of any kind, upon the
occurrence of any Event of Default with respect to any Borrower described in
paragraph (h) or (i) of Article VII. 
For the purposes of this paragraph, the Alternative Currency LC Exposure
shall be calculated using the Exchange Rates on the date notice demanding cash
collateralization is delivered to a Borrower. 
Each Borrower also shall deposit cash collateral pursuant to this
paragraph as and to the extent required by Section 2.12(c).  Each such deposit pursuant to this paragraph
or pursuant to Section 2.12(c) shall be held by the Administrative Agent
as collateral for the payment and performance of the obligations of each
Borrower under this Agreement.  The
Administrative Agent shall have exclusive dominion and control, including the
exclusive right of withdrawal, over such account.  Other than any interest earned on the
investment of such deposits, which investments shall be made at the option and
sole discretion of the Administrative Agent and at the relevant Borrower’s risk
and expense, such deposits shall not bear interest.  Interest or profits, if any, on such
investments shall accumulate in such account. 
Moneys in such account shall be applied by the Administrative Agent to
reimburse the applicable Issuing Lender for LC Disbursements for which it has
not been reimbursed and, to the extent not so applied, shall be held for the
satisfaction of the reimbursement obligations of the relevant Borrower for the
LC Exposure at such time or, if the maturity of the Loans has been accelerated
(but subject to the consent of Domestic Revolving Lenders with LC Exposure
representing at least 51% of the total LC Exposure), be applied to satisfy
other obligations of such Borrower under this Agreement.  If a Borrower is required to provide an
amount of cash collateral hereunder as a result of the occurrence of an Event
of Default, such amount (to the extent not applied as aforesaid) shall be
returned to such Borrower within three Business Days after all Events of
Default have been cured or waived.  If a
Borrower is required to provide an amount of cash collateral hereunder pursuant
to Section 2.12(c), such amount (to the extent not applied as aforesaid)
shall be returned to such Borrower as and to the extent that, after giving
effect to such return, such Borrower would remain in compliance with Section
2.12(c), and no Event of Default shall have occurred and be
continuing.  Furthermore, if any Letter
of Credit is outstanding on the date that the Parent Borrower terminates the
Domestic Revolving Commitments pursuant to Section 2.9(b), the Parent
Borrower shall, on the date of such termination, either (A) cause any such
Letter of Credit to be surrendered for cancellation to the applicable Issuing
Lender or (B) provide cash collateral pursuant to the terms of this paragraph
(or other credit support reasonably satisfactory) to the Administrative Agent
for the benefit of such Issuing Lender in an amount equal to at least 103% of
the Face Amount of such Letter of Credit pursuant to documentation in form and
substance reasonably satisfactory to the Administrative Agent.  The Parent Borrower hereby grants to the
Administrative Agent a security interest in all such cash collateral and all
proceeds thereof.  Such cash collateral
shall be maintained in a blocked interest-bearing deposit account at Bank of
America.  Upon notice to the
Administrative Agent of the termination, reduction or expiration (without a
pending drawing) of any such Letter of Credit, the Administrative Agent shall
release the relevant cash collateral within three Business Days of the relevant
date of termination, reduction or expiration, and the Administrative Agent
shall use such cash collateral to promptly reimburse any Issuing Lender
honoring any drawing under any such Letter of Credit.


(k)           Conversion.  In
the event that the Loans become immediately due and payable on any date
pursuant to Article VII, all amounts (i) that a Borrower is at the time
or thereafter becomes required to reimburse or otherwise pay to the
Administrative Agent in respect of LC Disbursements made under any Alternative
Currency Letter of Credit (other than amounts in respect of which such Borrower
has deposited cash collateral pursuant to Section 2.5(j), if such cash
collateral was deposited in the applicable



 40
 









Alternative Currency to the extent so deposited or applied), (ii) that
the Domestic Revolving Lenders are at the time or thereafter become required to
pay to the Administrative Agent and the Administrative Agent is at the time or
thereafter becomes required to distribute to the applicable Issuing Lender
pursuant to paragraph (e) of this Section in respect of unreimbursed LC
Disbursements made under any Alternative Currency Letter of Credit and (iii) of
each Domestic Revolving Lender’s participation in any Alternative Currency
Letter of Credit under which an LC Disbursement has been made shall,
automatically and with no further action required, be converted into the Dollar
Equivalent, calculated using the Exchange Rates on such date (or in the case of
any LC Disbursement made after such date, on the date such LC Disbursement is
made), of such amounts.  On and after
such conversion, all amounts accruing and owed to the Administrative Agent, the
applicable Issuing Lender or any Lender in respect of the Obligations described
in this paragraph shall accrue and be payable in Dollars at the rates otherwise
applicable hereunder.


(l)            Additional
Issuing Lenders.  The Parent Borrower may, at any time and from
time to time with the consent of the Administrative Agent (which consent shall
not be unreasonably withheld) and such Domestic Revolving Lender, designate one
or more additional Domestic Revolving Lenders to act as an Issuing Lender under
the terms of this Agreement; provided that the total number of Domestic
Revolving Lenders so designated at any time plus the total number of Issuing
Lenders pursuant to clause (c) of the definition of the term “Issuing Lenders”
at such time shall not exceed five.  Any
Domestic Revolving Lender designated as Issuing Lender pursuant to this
paragraph (1) shall be deemed to be an “Issuing Lender” for the purposes of
this Agreement (in addition to being a Domestic Revolving Lender) with respect
to Letters of Credit issued by such Domestic Revolving Lender.


(m)          Reporting.  Each
Issuing Lender will report in writing to the Administrative Agent (i) on the
first Business Day of each week, the aggregate face amount of Letters of Credit
issued by it and outstanding as of the last Business Day of the preceding week,
(ii) on or prior to each Business Day on which such Issuing Lender expects to
issue, amend, renew or extend any Letter of Credit, the date of such issuance
or amendment, and the aggregate face amount of Letters of Credit to be issued,
amended, renewed or extended by it and outstanding after giving effect to such
issuance, amendment, renewal or extension (and such Issuing Lender shall advise
the Administrative Agent on such Business Day whether such issuance, amendment,
renewal or extension occurred and whether the amount thereof changed), (iii) on
each Business Day on which such Issuing Lender makes any LC Disbursement, the
date of such LC Disbursement and the amount of such LC Disbursement and (iv) on
any Business Day on which any Borrower fails to reimburse an LC Disbursement
required to be reimbursed to such Issuing Lender on such day, the date of such
failure, the relevant Borrower and amount of such LC Disbursement.


Section 2.6.            Foreign Credit Instruments.


(a)           Foreign Credit Instrument Issuing Commitments. 
Subject to the terms and conditions set forth herein, each Foreign
Issuing Lender severally agrees to issue Foreign Credit Instruments and Joint
Signature Foreign Credit Instruments in an aggregate principal amount the
Dollar Equivalent of which does not exceed the Foreign Credit Instrument Issuing
Commitment of such Foreign Issuing Lender at any time and from time to time
from the Effective Date until the Foreign Trade Maturity Date; provided
that after giving effect to any issuance of any Foreign Credit Instrument or
Joint Signature Foreign Credit Instrument, the Dollar Equivalent of the
aggregate outstanding amount of the Foreign Credit Reimbursement Obligations,
the Foreign Credit Instruments and Joint Signature Foreign Credit Instruments
shall not exceed the lesser of (i) the aggregate principal amount of the
Foreign Credit Instrument Issuing Commitments at such time and (ii) the
aggregate principal amount of the Foreign Credit Commitments at such time.  Each Existing Foreign Credit Instrument
issued by a Foreign Issuing Lender shall be deemed for all purposes of this
Agreement to constitute a Foreign Credit Instrument issued by such Foreign
Issuing Lender pursuant hereto and the Foreign Credit Instrument Issuing



 41















Commitment of such Lender shall be deemed utilized in an amount equal
to the Dollar Equivalent of all Existing Foreign Credit Instruments issued by
it and determined as of the Effective Date, subject to subsequent
determinations of such Dollar Equivalent pursuant to Section 2.6(n).  Each Foreign Issuing Lender at its option
(after consultation with the Parent Borrower) may issue any Foreign Credit
Instrument and/or Joint Signature Foreign Credit Instrument by causing any
domestic or foreign branch or Affiliate of such Foreign Issuing Lender to issue
such Foreign Credit Instrument and/or Joint Signature Foreign Credit Instrument
if in the judgment of such Lender such designation (i) would eliminate or
reduce amounts payable pursuant to Section 2.17 or 2.19, as the
case may be and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender; provided
that any exercise of such option shall not affect the obligations of the
relevant Borrower or such Foreign Issuing Lender under this Section 2.6.  Each Foreign Issuing Lender hereby confirms
that the Existing Foreign Credit Instruments issued by it conform to the
Mandatory Requirements.


(b)             Extension
Option.


(i)
           The Parent Borrower may, not more than twice
during the term of this Agreement, by written notice to the Administrative
Agent and the Foreign Trade Facility Agent (such notice being an “Extension
Notice”) delivered no later than 90 and not more than 180 days prior to the
second anniversary of the Effective Date (or, in the case of the second such
notice, no later than 90 and not more than 180 days prior to the date that is
two years after such second anniversary) (the date of such notice, the “Notice
Date”), request the Lenders with a Foreign Credit Commitment and the
Foreign Issuing Lenders to extend the then applicable Foreign Trade Maturity
Date for an additional two years (the “Extended Foreign Trade Maturity Date”).  The Foreign Trade Facility Agent shall
promptly transmit any Extension Notice to each Lender with a Foreign Credit
Commitment and each Foreign Issuing Lender. 
Each Foreign Issuing Lender and each Lender with a Foreign Credit
Commitment shall notify the Foreign Trade Facility Agent whether it wishes to
extend the then applicable Foreign Trade Maturity Date at least 60 days prior
to such anniversary of the Effective Date, and any such notice given by a
Foreign Issuing Lender or a Lender with a Foreign Credit Commitment to the
Foreign Trade Facility Agent, once given, shall be irrevocable as to such
Lender.  The Foreign Trade Facility Agent
shall promptly notify the Administrative Agent and the Parent Borrower of the
notice of each Foreign Issuing Lender and each Lender with a Foreign Credit
Commitment that it wishes to extend (each, an “Extension Acceptance Notice”).  Any Foreign Issuing Lender and any Lender
with a Foreign Credit Commitment which does not expressly notify the Foreign
Trade Facility Agent on or before the date that is 60 days prior to the then
applicable anniversary of the Effective Date that it wishes to so extend the
then applicable Foreign Trade Maturity Date shall be deemed to have rejected
the Parent Borrower’s request for extension of such Foreign Trade Maturity
Date.  If all the Lenders with a Foreign
Credit Commitment and all the Foreign Issuing Lenders have elected (in their
sole and absolute discretion) to so extend the then applicable Foreign Trade
Maturity Date, the Foreign Trade Facility Agent shall notify the Administrative
Agent and the Parent Borrower of such election by the Lenders with a Foreign
Credit Commitment and the Foreign Issuing Lenders no later than five Business
Days after the date when Extension Acceptance Notices are due, and effective on
the date of such notice by the Foreign Trade Facility Agent to the
Administrative Agent and the Parent Borrower (the “Extension Date”), the
Foreign Trade Maturity Date shall be automatically and immediately so extended
to the Extended Foreign Trade Maturity Date. 
No extension will be permitted hereunder without the consent of all the
Lenders with a Foreign Credit Commitment and all the Foreign Issuing Lenders
(after giving effect to the replacement of any non-extending Lender or
non-extending Foreign Issuing Lender pursuant to paragraph (iii) or (iv) below,
as applicable) unless, at the election of the Parent Borrower, in writing to
the Administrative Agent and the Foreign Trade Facility Agent, the Parent
Borrower removes from the Foreign Trade Facility each Lender with a Foreign
Credit Commitment and each Foreign



 42
 









Issuing Lender that has not
so consented to the Extended Foreign Trade Maturity Date, in which case the
Foreign Credit Commitments and Foreign Credit Instrument Issuing Commitments of
each such removed Lenders and Foreign Issuing Lenders, as applicable, will be
automatically terminated, and the aggregate Foreign Credit Commitments and
Foreign Credit Instrument Issuing Commitments hereunder shall be reduced by the
amounts of the Foreign Credit Commitments and Foreign Credit Instrument Issuing
Commitments of such removed Lenders and removed Foreign Issuing Lenders, as
applicable; provided, that, (x) after giving effect to any such removal by the
Parent Borrower and resulting termination of the Foreign Credit Commitment or
Foreign Credit Instrument Issuing Commitment of any such removed Lender or
Foreign Issuing Lender, (A) the total Foreign Trade Exposures of all the
Foreign Issuing Lenders (including those non-extending Foreign Issuing Lenders
that have not, at the election of the Parent Borrower in its sole discretion,
received a Counter Guarantee to support the outstanding Foreign Credit
Instruments and/or Joint Signature Foreign Credit Instruments issued by such
non-extending Foreign Issuing Lender) does not exceed the total Foreign Credit
Commitments of all the extending Lenders with Foreign Credit Commitments, (B)
each outstanding Foreign Credit Instrument and/or Joint Signature Foreign
Credit Instrument issued by a Foreign Issuing Lender removed in accordance with
this Section shall continue to be considered an issued Foreign Credit
Instrument and/or Joint Signature Foreign Credit Commitment hereunder and part
of the Foreign Trade Exposure hereunder unless the Parent Borrower elects in
its sole discretion to have a Counter Guarantee issued hereunder in favor of
such removed Foreign Issuing Lender to support such Foreign Credit Instruments
and/or Joint Signature Foreign Credit Commitments, in which case such Foreign
Credit Instruments and/or Joint Signature Foreign Credit Instruments shall no
longer be considered to be Foreign Credit Instruments or Joint Signature
Foreign Credit Instruments issued pursuant to this Agreement except that for
purposes of Section 2.6(p)(iii), (iv) and (v) and Section
2.6(h) such Foreign Credit Instruments and/or Joint Signature Foreign
Credit Instruments shall continue to be considered as issued pursuant to this
Agreement and the Borrowers’ obligations under such Sections with respect to
fees, costs, expenses, reimbursement and indemnification obligations shall
continue to apply with respect to such Foreign Credit Instruments and Joint
Signature Foreign Credit Instruments and (C) the Borrowers, the Administrative
Agent and the Foreign Trade Facility Agent shall have entered into such
agreements, if any, as any of them shall have reasonably requested to reflect
such extension of the Foreign Trade Facility with reduced Foreign Credit
Commitments and Foreign Credit Instrument Issuing Commitments, as the case may
be, reflecting the removal of such Lenders with Foreign Credit Commitments and
Foreign Issuing Lenders, as the case may be (and any participations purchased
under this Agreement shall be automatically appropriately adjusted in amount to
reflect the such changed Commitments) and (y) any such removed Lender or
removed Foreign Issuing Lender, as applicable, shall have received payment of
all amounts owing to such removed Lender or Foreign Issuing Lender with respect
to its Foreign Credit Commitment and/or Foreign Credit Instrument Issuing
Commitment, as applicable, including the repayment of an amount equal to the
outstanding funded participations of all Foreign Credit Disbursements made by
such removed Lender or funded Foreign Credit Disbursements made by such removed
Foreign Issuing Lender, as applicable, any accrued interest thereon, accrued
fees and all other amounts payable to it hereunder and under the other Loan
Documents in connection with such respective Commitments.  Upon the delivery of an Extension Notice and
upon the extension of the Foreign Trade Maturity Date pursuant to this Section
2.6(b)(i), the Parent Borrower shall be deemed to have represented and
warranted on and as of the Notice Date and the Extension Date, as the case may
be, that no Default or Event of Default has occurred and is continuing.  Notwithstanding anything contained in this
Agreement to the contrary, no Lender with a Foreign Credit Commitment or
Foreign Issuing Lender shall have any obligation to extend the Foreign Trade
Maturity Date, and each Lender with a Foreign Credit Commitment and each
Foreign Issuing Lender may (with respect to its respective Foreign Credit
Commitment and/or Foreign Credit



 43
 









Instrument Issuing
Commitment) at its option, unconditionally and without cause, decline to extend
the Foreign Trade Maturity Date.


(ii)           If the Foreign Trade Maturity Date shall have been extended in
accordance with Section 2.6(b)(i), all references herein to the “Foreign
Trade Maturity Date” shall refer to the Extended Foreign Trade Maturity Date.


(iii)          The Parent Borrower shall have the right on or before the applicable
Foreign Trade Maturity Date to replace each non-extending Lender with a Foreign
Credit Commitment with one or more Persons (A) reasonably satisfactory to the
Parent Borrower, the Administrative Agent and the Foreign Trade Facility Agent
and (B) satisfactory to the Foreign Issuing Lenders in their sole discretion
(the “Additional Commitment Lender”), as provided in Section 2.21(b),
each of which such Additional Commitment Lenders shall have entered into an
Assignment and Assumption pursuant to which such Additional Commitment Lender
shall, effective as of the applicable Foreign Trade Maturity Date, undertake a
Foreign Credit Commitment (and if any such Additional Commitment Lender is
already a Lender, its new Commitment shall be in addition to any other
Commitment of such Lender on such date).


(iv)          The Parent Borrower shall have the right on or before the applicable
Foreign Trade Maturity Date to replace each non-extending Foreign Issuing
Lender with one or more Persons reasonably satisfactory to the Parent Borrower,
the Administrative Agent and the Foreign Trade Facility Agent (the “Additional
Foreign Issuing Lender”), as provided in Section 2.21(b), each of
which such Additional Foreign Issuing Lenders shall have entered into an Assignment
and Assumption pursuant to which such Additional Foreign Issuing Lender shall,
effective as of the applicable Foreign Trade Maturity Date, undertake a Foreign
Credit Instrument Issuing Commitment (and if any such Additional Foreign
Issuing Lender is already a Foreign Issuing Lender, its new Commitment shall be
in addition to any other Commitment of such Foreign Issuing Lender on such
date).


(c)           Procedure
for Issuance and Reversals.  Each Borrower may, at any time and from time
to time during the period from the Effective Date until the Foreign Trade
Maturity Date, request the issuance of Foreign Credit Instruments or an
extension or other amendment of any outstanding Foreign Credit Instrument by
sending to the Foreign Trade Facility Agent a duly completed request for
issuance (each, a “Utilization Request”) by electronic transfer using
the db direct internet in accordance with the terms of the DB Direct Internet
Agreement.  If for technical reasons it
should not be possible to make a request for issuance through db direct
internet, such request may be made (to be pre-advised by the relevant Borrower)
via fax or by letter, in substantially the form of Exhibit I, in each
case to a fax number or address agreed with the Foreign Trade Facility Agent
for this purpose, receipt of such fax or letter to be promptly confirmed by the
Foreign Trade Facility Agent to the relevant Borrower for this purpose; provided
that in such case explicit reference has to be made to this Agreement and the
Foreign Trade Facility Agent shall in such case not be held responsible for a
delayed processing of such Utilization Request unless such delayed processing
is caused by gross negligence or willful misconduct on the part of the Foreign
Trade Facility Agent following the confirmation of the receipt of the relevant
fax or letter.  As the Foreign Trade
Facility Agent will not, in the event a Utilization Request is submitted by
telefax, be in a position to verify whether such Utilization Request has been
duly authorized and sent by the relevant Borrower, each Borrower hereby agrees
that the Foreign Trade Facility Agent shall be entitled to execute all
Utilization Requests received by telefax if on their face such telefax letters
seem to be duly authorized and executed by persons acting on behalf of such
Borrower who have been identified as authorized signatories in annex 1.3.1 to
the DB Direct Internet Agreement or in the officer’s certificate furnished
pursuant to Section 4.1(h). 
Neither the Foreign Trade Facility Agent nor any of the Lenders shall be
held liable for the execution of any forged Utilization Request received by
telefax except where the forgery is



 44
 









evident on the face of the forged Utilization Request furnished to such
Person or the Foreign Trade Facility Agent or the respective Foreign Issuing
Lender acted with gross negligence or willful misconduct with respect to such
Utilization Request.  No Utilization
Request will be regarded as having been duly completed unless:


(i)            the requested undertaking would constitute a
Warranty Guarantee, a Performance Guarantee, an Advance Payment Guarantee, a
Tender Guarantee, a Counter-Guarantee or a General Purpose Guarantee;


(ii)           the terms and conditions for the requested Foreign Credit Instrument
are in accordance with the Mandatory Requirements;


(iii)          the requested Foreign Credit Instrument is denominated in a Permitted
Currency or any other currency agreed by the applicable Foreign Issuing Lender
and the Foreign Trade Facility Agent;


(iv)          the specific expiry date of the requested Foreign Credit Instrument,
which must not be stated by reference to any events in the underlying contract
and which is not subject to any interpretation, or, if the requested Foreign
Credit Instrument does not provide for such determination of a specific expiry
date, the Commercial Lifetime, shall fall within the Permitted Maturity;


(v)           the obligor of the obligations to be supported by the requested Foreign
Credit Instrument is named;


(vi)          upon issuance of the requested Foreign Credit Instrument (for this
purpose such Foreign Credit Instrument is deemed to be issued at the time of
receipt of the Utilization Request therefor by the Foreign Trade Facility
Agent), the thresholds for the different types of Foreign Credit Instruments
set forth under Section 2.6(d) would not be exceeded;


(vii)         a Foreign Issuing Lender is determined pursuant to the terms hereof;
and


(viii)        the Utilization Request is in compliance with Section 2.6(d).


Only one Foreign Credit Instrument may be requested in each Utilization
Request.  A Utilization Request may only
be revoked by the relevant Borrower (x) until the Foreign Trade Facility Agent
has forwarded the Utilization Request to the relevant Foreign Issuing Lender in
accordance with Section 2.6(g), by giving notice to the Foreign Trade
Facility Agent or (y) thereafter, by giving notice to the relevant Foreign
Issuing Lender which has to be received by such Foreign Issuing Lender at a
time when such Foreign Issuing Lender will, with reasonable efforts, still be
in a position to stop the delivery of the relevant Foreign Credit Instrument to
the relevant beneficiary or any other Person as instructed by such
Borrower.  In such case, the relevant
Foreign Issuing Lender shall promptly inform the Foreign Trade Facility Agent
and the relevant Borrower that the requested Foreign Credit Instrument has not
been issued.  No Foreign Issuing Lender
shall be required to issue a Foreign Credit Instrument in any jurisdiction that
would impose withholding taxes on any payments in respect of such Foreign
Credit Instrument.


(d)             Limitations
on Use.  The Borrowers may only
request the issuance of Foreign Credit Instruments if:



 45
 









(i)            the Dollar Equivalent of the requested
Foreign Credit Instrument, when aggregated with the Dollar Equivalent of all
other outstanding Foreign Credit Instruments and unreimbursed Foreign Credit
Disbursements as of the time of receipt of the relevant Utilization Request,
does not exceed the total Foreign Credit Instrument Issuing Commitments or the
total Foreign Credit Commitments;


(ii)           if the requested Foreign Credit Instrument constitutes a Warranty
Guarantee, the Dollar Equivalent of such Foreign Credit Instrument, when
aggregated with the Dollar Equivalent of all other outstanding Warranty
Guarantees and unreimbursed Foreign Credit Disbursements in respect of Warranty
Guarantees as of the time of receipt of the relevant Utilization Request, does
not exceed 30% of the total Foreign Credit Commitments;


(iii)          if the requested Foreign Credit Instrument constitutes a Performance
Guarantee, the Dollar Equivalent of such Foreign Credit Instrument, when
aggregated with the Dollar Equivalent of all other outstanding Performance
Guarantees and unreimbursed Foreign Credit Disbursements in respect of
Performance Guarantees as of the time of receipt of the relevant Utilization
Request, does not exceed 60% of the total Foreign Credit Commitments;


(iv)          if the requested Foreign Credit Instrument constitutes an Advance
Payment Guarantee, the Dollar Equivalent of such Foreign Credit Instrument,
when aggregated with the Dollar Equivalent of all other outstanding Advance
Payment Guarantees and unreimbursed Foreign Credit Disbursements in respect of
Advance Payment Guarantees as of the time of receipt of the relevant
Utilization Request, does not exceed 45% of the total Foreign Credit
Commitments;


(v)           if the requested Foreign Credit Instrument constitutes a Tender
Guarantee, the Dollar Equivalent of such Foreign Credit Instrument, when
aggregated with the Dollar Equivalent of all other outstanding Tender Guarantees
and unreimbursed Foreign Credit Disbursements in respect of Tender Guarantees
as of the time of receipt of the relevant Utilization Request, does not exceed
10% of the total Foreign Credit Commitments; and


(vi)          if the requested Foreign Credit Instrument constitutes a General
Purpose Guarantee, the Dollar Equivalent of such Foreign Credit Instrument,
when aggregated with the Dollar Equivalent of all other outstanding General
Purpose Guarantees and unreimbursed Foreign Credit Disbursements in respect of General
Purpose Guarantees as of the time of receipt of the relevant Utilization
Request, does not exceed 10% of the total Foreign Credit Commitments.


If the Foreign Trade Facility Agent is of the opinion that a requested
Foreign Credit Instrument is not of the type as specified in the Utilization
Request by a Borrower or if the type of Foreign Credit Instrument is not
clearly specified in the relevant Utilization Request, the Foreign Trade
Facility Agent shall reasonably determine the type of the requested Foreign
Credit Instrument based on the purpose (or, if such Foreign Credit Instrument
is intended to serve more than one purpose, the primary purpose) assumed by the
Foreign Trade Facility Agent on the basis of the wording of the relevant
requested Foreign Credit Instrument and the facts and circumstances known to it
at the time of the receipt of such Utilization 
Request, and the Foreign Trade Facility Agent shall inform such Borrower
accordingly of such determination.  If
the Foreign Trade Facility Agent and the relevant Borrower mutually determine
at a later stage that a Foreign Credit Instrument shall fall into another
category, such re-qualification shall be taken into account for the purpose of
this Section 2.6(d).  No Borrower
shall make a Utilization Request for Foreign Credit Instruments to serve as
security for obligations of any Person other than a Borrower or a Subsidiary.



 46
 









(e)           Deviations
from Foreign Credit Instrument Requirements.  No Foreign Credit Instrument
shall be issued by any Foreign Issuing Lender if the Mandatory Requirements are
not fulfilled.  No Foreign Issuing Lender
shall be obliged to issue a Foreign Credit Instrument (i) which does not
fulfill the Dispensable Requirements, (ii) which shall be issued in a currency
other than a Permitted Currency, or (iii) if the issuance of the relevant
Foreign Credit Instrument is not permitted pursuant to its internal rules and
guidelines.  In order to avoid a
rejection of any issuance of a Foreign Credit Instrument requested by a
Borrower due to non-compliance of its terms with the Dispensable Requirements,
each Borrower hereby undertakes that, with respect to any Foreign Credit
Instrument to be issued where the Borrower considers it reasonably likely that
it will not be in a position to negotiate with the relevant future beneficiary
terms for the relevant Foreign Credit Instrument which will meet the
Dispensable Requirements, such Borrower will as soon as possible approach the
Foreign Trade Facility Agent and designate a Foreign Issuing Lender to issue
such Foreign Credit Instrument pursuant to the terms of Section 2.6(f).  Each Borrower shall seek advice from the
Foreign Issuing Lender designated by such Borrower as the relevant Foreign
Issuing Lender with respect to all Foreign Credit Instrument related issues
during its negotiations of the underlying contract with the potential
beneficiary of such Foreign Credit Instrument. 
In cases where, in spite of such Borrower’s commercially reasonable
efforts, fulfillment of the Dispensable Requirements appears unachievable, the
relevant Foreign Issuing Lender and such Borrower shall try to reach an
agreement on an indemnity in favor of such Foreign Issuing Lender which allows
such Foreign Issuing Lender to issue the relevant Foreign Credit Instrument in
its contractual relationship with such Borrower; provided that the right
of the relevant Foreign Issuing Lender to reject the issuance of the requested
Foreign Credit Instrument shall remain unaffected.


(f)            Receipt
of Utilization Request.


(i)            Following
the receipt of a Utilization Request, the Foreign Trade Facility Agent shall
determine whether in its opinion the Utilization Request is duly
completed.  If the Foreign Trade Facility
Agent is of the opinion that the Utilization Request is not duly completed, it
shall promptly inform the relevant Borrower and shall liaise with such Borrower
with a view to agree on a modification of such Utilization Request.  If no such agreement can be reached, the
Foreign Trade Facility Agent shall reject the Utilization Request.  If the Foreign Trade Facility Agent is of the
opinion (as the case may be, following a modification of such Utilization
Request) that the Utilization Request is duly completed, it shall forward such
Utilization Request to the determined Foreign Issuing Lender(s).


(ii)           If the Foreign Trade Facility Agent determines that, due to the amount
of the requested Foreign Credit Instrument, the requested Foreign Credit
Instrument cannot be issued by a single Foreign Issuing Lender, it shall
promptly inform the relevant Borrower and such Borrower shall then either
withdraw the relevant Utilization Request or instruct the Foreign Trade
Facility Agent that the relevant Foreign Credit Instrument shall be split into
two or, if necessary due to the amount of the Foreign Credit Instrument, more
Foreign Credit Instruments issued by several Foreign Issuing Lenders.


(iii)          In no event shall the aggregate amount (without duplication) of the sum
of the Dollar Equivalent of all Foreign Credit Instruments and Joint Signature
Foreign Credit Instruments issued by all Foreign Issuing Lenders plus the
Dollar Equivalent of all unreimbursed Foreign Credit Disbursements of all such
Foreign Issuing Lenders exceed the aggregate amount of the Foreign Credit
Instrument Issuing Commitments or the Foreign Credit Commitments.



 47
 









(g)           Issuance
of Foreign Credit Instruments.


(i)
           The Foreign Trade Facility Agent shall
promptly forward each Utilization Request to the relevant Foreign Issuing
Lender no later than 3:00 p.m., Düsseldorf time, on the Business Day following
the day it has received such Utilization Request (or, if such day is not a
Business Day, on the Business Day following the first Business Day after the
day the Foreign Trade Facility Agent has received the Utilization Request) (the
“Latest Notification Day”).  The
Foreign Trade Facility Agent shall determine in its notice to the relevant
Foreign Issuing Lender the day on which the requested Foreign Credit Instrument
shall be issued (such day being the “Utilization Date”) which shall be the
second Business Day of such Foreign Issuing Lender immediately following its
receipt of the Utilization Request.  Such
Foreign Issuing Lender(s) shall issue the respective Foreign Credit
Instrument(s) on the Utilization Date unless such Foreign Issuing Lender
informs the Foreign Trade Facility Agent and the relevant Borrower on or prior
to 5:00 p.m., Düsseldorf time, on the Utilization Date that (and specifying the
reasons) (x) it will not be able to issue the relevant Foreign Credit
Instrument on the Utilization Date (in which case the Foreign Issuing Lender
shall inform the Foreign Trade Facility Agent and such Borrower when it will be
able to issue the relevant Foreign Credit Instrument) or (y) it will not be
able to issue the Foreign Credit Instrument at all (1) due to its internal
rules and guidelines, (2) due to any applicable law or regulation with which it
has to comply, (3) due to the currency (other than any Permitted Currency) in
which the Foreign Credit Instrument shall be issued, (4) because it is of the
opinion that the Mandatory Requirements are not fulfilled, or (5) because it is
of the opinion that the Dispensable Requirements are not fulfilled.


(ii)           If a Foreign Credit Instrument shall be issued on the same day the
Utilization Request is delivered to the Foreign Trade Facility Agent (or if
such day is not a Business Day, the following Business Day), the relevant
Borrower shall inform the Foreign Trade Facility Agent in advance that the
requested Foreign Credit Instrument shall be issued on the same day (or if such
day is not a Business Day, the following Business Day).  The Foreign Trade Facility Agent shall
promptly inform the relevant Foreign Issuing Lender accordingly which shall be
obliged to use commercially reasonable efforts to issue the Foreign Credit
Instrument on the same day as it receives the Utilization Request.


(iii)          (A) In the cases referred to in clause (x) or clause (y)(3) of Section
2.6(g)(i) above, the Foreign Trade Facility Agent shall obtain, and follow,
instructions from the relevant Borrower, (B) in the cases referred to in clause
(y)(1), (2), (4) and (5) of Section 2.6(g)(i) above, the relevant
Borrower shall agree with the relevant Foreign Issuing Lender any amendments
necessary to the respective Foreign Credit Instrument to enable the relevant
Foreign Issuing Lender to issue the relevant Foreign Credit Instrument and, in
the case of sub-paragraph (y)(5), Section 2.6(e) shall apply mutatis mutandis, (C) if, in the cases referred to under (A)
or (B) above, no agreement can be reached between the relevant Foreign Issuing
Lender and the relevant Borrower, such Foreign Issuing Lender shall reject the
request to issue the requested Foreign Credit Instrument and the relevant
Borrower shall promptly advise the Foreign Trade Facility Agent and shall
designate another Foreign Issuing Lender and the time for issuance of the
Foreign Credit Instrument shall be postponed to the extent necessary for
practical reasons.  Such Foreign Issuing
Lender shall promptly inform the Foreign Trade Facility Agent about all changes
agreed with such Borrower with respect to a Utilization Request in accordance
with this clause (iii).


(iv)          The relevant Foreign Issuing Lender may either issue the Foreign Credit
Instrument directly or, if requested by and agreed with the relevant Borrower,
arrange that the Foreign Credit Instrument (an “Indirect Foreign Credit
Instrument”) be issued by a second bank (including one of its affiliates)
or financial institution (the “Indirect Foreign Issuing Lender”) against
its corresponding Counter-Guarantee in the form satisfactory to the Indirect
Foreign



 48
 









Issuing Lender.  In case of an Indirect Foreign Credit
Instrument, such Foreign Issuing Lender is entitled to receive, for payment to
the Indirect Foreign Issuing Lender, separate fees and expenses in respect of
such Indirect Foreign Credit Instrument in addition to the fees and expenses
pursuant to Section 2.6(p).  In
line with international practices, the validity of a Counter-Guarantee in favor
of the Indirect Foreign Issuing Lender will exceed the validity of the Indirect
Foreign Credit Instrument by at least ten calendar days.


(v)           If a Utilization Request is made to request an amendment (including an
extension) of any outstanding Foreign Credit Instrument, the Foreign Trade
Facility Agent shall forward the Utilization Request to the relevant Foreign
Issuing Lender if the requirements of Section 2.6(d) are fulfilled.  Clauses (i) through (iii) of this Section
2.6(g) shall apply mutatis mutandis.


(vi)          Each Foreign Issuing Lender shall comply at all times with the
obligations set forth on Schedule 2.6(g).


(vii)         If the relevant Foreign Issuing Lender has not rejected the request to
issue a Foreign Credit Instrument, the requested currency of which is not a
Permitted Currency, the relevant Borrower assumes all risks related thereto and
shall reimburse all costs reasonably incurred in connection with the
procurement of such currency for honoring such Foreign Credit Instrument in
such specific currency.


(h)           Borrower
Liabilities.


(i)            If a
Foreign Issuing Lender receives a request for payment under any Foreign Credit
Instrument (including from an Indirect Foreign Issuing Lender under a
Counter-Guarantee) issued by it, it shall promptly (and before any payment is
made in respect thereof) inform the relevant Borrower, the Foreign Trade
Facility Agent and the Administrative Agent accordingly.  A Borrower’s obligation to reimburse any
payment made by a Foreign Issuing Lender under a Foreign Credit Instrument
(each, a “Foreign Credit Disbursement”) shall be absolute, unconditional
and irrevocable, and shall be performed strictly in accordance with the terms
of this Agreement under any and all circumstances whatsoever and irrespective
of (i) any lack of validity or enforceability of any Foreign Credit Instrument,
any request for the issuance thereof or this Agreement, or any term or
provision therein, or (if any) underlying agreement (ii) any draft or other
document presented under a Foreign Credit Instrument proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by the applicable Foreign Issuing
Lender under a Foreign Credit Instrument against presentation of a draft or
other document that does not comply with the terms of such Foreign Credit
Instrument, or (iv) any other event or circumstance whatsoever, whether or not
similar to any of the foregoing, that might, but for the provisions of this
Section, constitute a legal or equitable discharge of, or provide a right of
setoff against, such Borrower’s obligations hereunder.  Neither the Foreign Trade Facility Agent, the
Lenders nor any Foreign Issuing Lender, nor any of their Related Parties, shall
have any liability or responsibility by reason of or in connection with the
issuance or transfer of any Foreign Credit Instrument or any payment or failure
to make any payment thereunder (irrespective of any of the circumstances
referred to in the preceding sentence), or any error, omission, interruption,
loss or delay in transmission or delivery of any draft, notice or other
communication under or relating to any Foreign Credit Instrument (including any
document required to make a drawing thereunder), any error in interpretation of
technical terms, any error in the finding of true facts or law or any
consequence arising from causes beyond the control of the applicable Foreign
Issuing Lender; provided that neither of the foregoing sentences shall
be construed to excuse such Foreign Issuing Lender from liability to the



 49
 









applicable Borrower to the
extent of any direct damages (as opposed to consequential damages, claims in
respect of which are hereby waived by each Borrower to the extent permitted by
applicable law) suffered by such Borrower that are caused by such Foreign
Issuing Lender’s gross negligence, willful misconduct or failure to exercise
care when determining whether drafts and other documents presented under a
Foreign Credit Instrument comply with the terms thereof, or if the obligation
to honor a request for payment under a Foreign Credit Instrument depends upon
non-documentary conditions, whether questions of facts or law at issue in the
underlying transaction justify the payment by the Foreign Issuing Lender.  In furtherance of the foregoing and without limiting
the generality thereof, the parties agree that, (i) with respect to documents
presented which appear on their face to be in substantial compliance with the
terms of a Foreign Credit Instrument, a Foreign Issuing Lender may, in its sole
discretion, either accept and make payment upon such documents without
responsibility for further investigation, regardless of any notice or
information to the contrary, or refuse to accept and make payment upon such
documents if such documents are not in strict compliance with the terms of such
Foreign Credit Instrument; or (ii) if the obligation to honor a request for
payment under a Foreign Credit Instrument depends upon non-documentary
conditions, a Foreign Issuing Lender may, in its sole discretion, either accept
and make payment upon such facts presented in connection with the request for
payment, without responsibility for further investigation, regardless of any
notice or information to the contrary; provided, however, that
the applicable Borrower does not promptly provide irrefutable evidence that
facts presented in connection with the request for payment are not true, or
refuse to accept and make payment upon such facts.  Without limiting any rights that the
applicable Foreign Issuing Lender may have under applicable law, (i) the
applicable Borrower’s aggregate remedies against the applicable Foreign Issuing
Lender for wrongfully honoring a presentation or wrongfully retaining honored
documents shall in no event exceed the aggregate amount paid by such Borrower to
such Foreign Issuing Lender with respect to the honored presentation, plus
interest at the rate equal to the Adjusted LIBO Rate for Interest Periods of
one month, (ii) may accept as a draft any written or electronic demand or
request for payment under a Foreign Credit Instrument, even if non-negotiable
or not in the form of a draft, and may disregard any requirement that such
draft, demand or request bear any or adequate reference to the Foreign Credit
Instrument, and (iii) may purchase or discount an accepted draft or deferred
payment obligation incurred under a Foreign Credit Instrument without affecting
the amount or timing of the reimbursement due from the applicable Borrower.


(ii)           The relevant Borrower shall, upon demand from the relevant Foreign Issuing
Lender, reimburse such Foreign Issuing Lender for, and irrevocably and
unconditionally indemnify such Foreign Issuing Lender against any sum paid or
payable in accordance with clause (i) above under a Foreign Credit Instrument
issued by such Foreign Issuing Lender at the request of such Borrower and
against all other liabilities, reasonable costs (including any costs incurred
in funding any amount paid by such Foreign Issuing Lender under or in
connection with such Foreign Credit Instrument), claims, losses and expenses
which such Foreign Issuing Lender may at any time (whether before, on or after
the Foreign Trade Maturity Date) reasonably incur or sustain in connection with
or arising out of any such Foreign Credit Instrument.  Each such reimbursement shall be made in
Dollars in the amount of the Dollar Equivalent of the currency in which the
applicable Foreign Credit Disbursement was made.  If a Foreign Issuing Lender shall make any
Foreign Credit Disbursement, then, unless the relevant Borrower shall reimburse
such Foreign Credit Disbursement in full on the date such Foreign Credit
Disbursement is made, the unpaid amount thereof shall bear interest, for each
day from and including the date such Foreign Credit Disbursement is made to but
excluding the date that such Borrower reimburses such Foreign Credit
Disbursement, at the rate per annum then applicable to ABR Domestic Revolving
Loans; provided that if such Borrower fails to reimburse such Foreign Credit
Disbursement upon demand (including any interim interest incurred in connection
with such Foreign Credit



 50
 









Disbursement pursuant to
this sentence), then Section 2.15(c)(ii) shall apply in respect of the
overdue amounts.


(i)            Participations.  (i)
By the issuance of a Foreign Credit Instrument or Joint Signature Foreign
Credit Instrument (or an amendment to a Foreign Credit Instrument or Joint
Signature Foreign Credit Instrument increasing the amount thereof) and without
any further action on the part of the applicable Foreign Issuing Lender or the
Lenders with Foreign Credit Commitments, the applicable Foreign Issuing Lender
hereby grants to each Lender with a Foreign Credit Commitment, and each Lender
with a Foreign Credit Commitment hereby acquires from such Foreign Issuing
Lender, a participation in such Foreign Credit Instrument or Joint Signature
Foreign Credit Instrument equal to such Lender’s Applicable Percentage of the
aggregate amount available to be drawn under such Foreign Credit Instrument or
Joint Signature Foreign Credit Instrument. 
In consideration and in furtherance of the foregoing, each Lender with a
Foreign Credit Commitment hereby absolutely and unconditionally agrees to pay
to the Foreign Trade Facility Agent in Dollars, for the account of such Foreign
Issuing Lender, such Lender’s Applicable Percentage of (i) each Foreign Credit
Disbursement made by such Foreign Issuing Lender in Dollars and (ii) the Dollar
Equivalent of each Foreign Credit Disbursement made by such Foreign Issuing
Lender in a Permitted Currency or in another currency permitted under Section
2.6(g)(vii) and, in each case, not reimbursed or indemnified by the
relevant Borrower on the date due as provided in paragraph (h) of this Section,
or of any such reimbursement or indemnity payment required to be refunded to
such Borrower for any reason.  Each
Lender with a Foreign Credit Commitment acknowledges and agrees that its
obligation to acquire participations pursuant to this paragraph in respect of
Foreign Credit Instruments and Joint Signature Foreign Credit Instruments is
absolute and unconditional and shall not be affected by any circumstance
whatsoever, including any amendment, renewal or extension of any Foreign Credit
Instrument and continuance of a Default or Event of Default or reduction or
termination of the Foreign Credit Commitments, and that each such payment shall
be made without any offset, abatement, withholding or reduction whatsoever.


(j)            Reimbursement.  If
the applicable Foreign Issuing Lender shall make any payment in respect of a
Foreign Credit Instrument or Joint Signature Foreign Credit Instrument in
accordance with Section 2.6(h), and if the relevant Borrower fails to
reimburse or to indemnify such Foreign Issuing Lender for such payment in
accordance with Section 2.6(h), the Foreign Trade Facility Agent shall
promptly notify the applicable Foreign Issuing Lender and each other Lender
with a Foreign Credit Commitment of the applicable unreimbursed amount, the
Dollar Equivalent thereof, the payment then due from such Borrower in respect
thereof and such Lender’s Applicable Percentage thereof.  Promptly following receipt of such notice,
each Lender with a Foreign Credit Commitment shall pay to the Foreign Trade
Facility Agent in Dollars its Applicable Percentage of the payment then due
from the relevant Borrower, and the Foreign Trade Facility Agent shall promptly
pay to the applicable Foreign Issuing Lender in Dollars the amounts so received
by it from each such Lender.  Each Lender
with a Foreign Credit Commitment at its option (after consultation with the Parent
Borrower) may perform any reimbursement obligation pursuant to this Section
2.6(j) by causing any domestic or foreign branch or Affiliate of such
Lender to perform such reimbursement obligation if in the judgment of such
Lender such designation (i) would eliminate or reduce amounts payable pursuant
to Section 2.17 or 2.19, as the case may be and (ii) would not
subject such Lender to any unreimbursed cost or expense and would not otherwise
be disadvantageous to such Lender; provided that any exercise of such option
shall not affect the obligations of the relevant Borrower or such Lender under
this Section 2.6.  Promptly
following receipt by the Foreign Trade Facility Agent of any payment from any
Borrower pursuant to Section 2.6(h), the Foreign Trade Facility Agent
shall distribute such payment to the Lenders that have made payments pursuant
to this paragraph to reimburse such Foreign Issuing Lender as their interests
may appear.  Any payment made by a Lender
pursuant to this paragraph to reimburse any Foreign Issuing Lender for any
payment or indemnity made by the applicable Foreign Issuing Lender pursuant to Section
2.6(h)



 51
 









shall not relieve any Borrower of its obligation to make any
reimbursement or indemnity pursuant to Section 2.6(h).


(k)           Reversal
of Foreign Credit Instruments.


(i) Each Foreign Issuing Lender will notify the Foreign Trade Facility
Agent on each Business Day about any expiration or reduction of the Face Amount
of any Foreign Credit Instrument or Counter-Guarantee issued by it which became
effective the preceding Business Day (the “Foreign Credit Instrument
Termination Date”) (a “Utilization Reduction Notice”).  With respect to:


(A)          a Foreign Credit Instrument (other than a Counter-Guarantee or an
Indirect Foreign Credit Instrument) which under its terms expires without any
doubt if no demand has been received by such Foreign Issuing Lender on or
before a specified expiry date, such Foreign Issuing Lender will, on the next
Business Day following the expiry date, give a Utilization Reduction Notice,
unless the terms of such Foreign Credit Instrument provide that it shall be
governed in accordance with the laws of any country other than a country which
has been a member state of the European Union as of December 2002 (in which
case clause (B) below shall apply mutatis mutandis);


(B)           a Foreign Credit Instrument (other than a Counter Guarantee or an
Indirect Foreign Credit Instrument) which, under its terms either does not
provide for a specific expiry date or does not otherwise expire without any
doubt if no demand for payment has been received by such Foreign Issuing Lender
on or before a definite expiry date or in the case of a release of a Foreign
Credit Instrument before the expiry date specified therein, such Foreign
Issuing Lender will give a Utilization Reduction Notice (1) as and when the
original of the Foreign Credit Instrument including all amendments, if any, is
being received by it from the beneficiary or the relevant Borrower, or (2)
after having received any explicit notice of release from the beneficiary in
form and substance substantially in accordance with the form provided in Schedule
2.6(k);


(C)           a Counter-Guarantee, such Foreign Issuing Lender will give a
Utilization Reduction Notice only upon being unconditionally discharged in
writing from any respective liability by the Indirect Foreign Issuing Lender,
or upon such Foreign Issuing Lender having paid the amount available under the
Counter-Guarantee to the Indirect Foreign Issuing Lender; provided that
if the Foreign Issuing Lender has been prevented from effecting such payment
without delay, the Utilization Reduction Notice is subject to any assertion of
damages on account of delay by the Indirect Foreign Issuing Lender;


(D)          a Foreign Credit Instrument (other than a Counter-Guarantee) issued in
connection with legal proceedings in Germany, such Foreign Issuing Lender will
give a Utilization Reduction Notice only upon receipt of the original of the
Foreign Credit Instrument for discharge from the beneficiary or upon the beneficiary’s
consent to the discharge or upon establishment of the expiry of the Foreign
Credit Instrument by an executory order according to §109(2) of the German Code
of Civil Procedure;


(E)           a Foreign Credit Instrument (including a Counter-Guarantee where the related
Indirect Foreign Credit Instrument is), expressly subject to the Uniform Rules
for Demand Guarantees of the International Chamber of Commerce in Paris, such
Foreign Issuing Lender will give a Utilization Reduction Notice if under said
rules a reversal of a letter of credit or guarantee would have to be made;



 52
 









(F)           reductions of a Foreign Credit Instrument or an Indirect Foreign Credit
Instrument/Counter-Guarantee, such Foreign Issuing Lender will give a
Utilization Reduction Notice only if (1) the terms and conditions of any
reduction clause of the terms of the Foreign Credit Instrument are, without any
doubt, complied with or if the beneficiary or, in the case of an Indirect
Foreign Credit Instrument, the Indirect Foreign Issuing Lender has certified in
writing and unconditionally the reduction of the Foreign Credit Instrument or
Counter-Guarantee respectively or (2) the Foreign Issuing Lender has effected
partial payment pursuant to a demand; and


(G)           any Foreign Credit Instrument in relation to which such Foreign Issuing
Lender has effected full payment pursuant to a demand so that the beneficiary
would not be entitled to claim any further payment, such Foreign Issuing Lender
will give a Utilization Reduction Notice.


(ii)           If a claim under a Foreign Credit Instrument is lodged with the
relevant Foreign Issuing Lender after such Foreign Issuing Lender has given a
Utilization Reduction Notice with respect to such Foreign Credit Instrument:


(A)          such Foreign Issuing Lender shall effect payment only if such payment
is expressly authorized by the relevant Borrower or ordered by a court
decision, enforceable in the country where it was rendered; and


(B)           the relevant Borrower shall (1) indemnify such Foreign Issuing Lender
in accordance with Section 2.6(h) and (2) pay to such Foreign Issuing
Lender an amount (without duplication) equal to the Foreign Credit Commitment
Fee such Foreign Issuing Lender would have received if the relevant Foreign
Credit Instrument or Joint Signature Foreign Credit Instrument had been
outstanding from the date the relevant Utilization Reduction Notice was given
until the date payment is made by such Borrower to the Foreign Issuing Lender
in accordance with Section 2.6(h).


(iii)          From and including the day the Utilization Reduction Notice is made,
the Foreign Trade Facility Agent and the relevant Foreign Issuing Lender shall
treat each Foreign Credit Instrument subject to such Utilization Reduction
Notice for any calculations under this Agreement, as non-existing or, as the
case may be, as reduced as specified in the Utilization Reduction Notice; provided  that, for the purpose of calculating the fees
in respect of the Foreign Trade Facility pursuant to Section 2.6(p),
such Foreign Credit Instrument shall in any case be treated as non-existing,
or, as the case may be, as reduced from the day following the Foreign Credit
Instrument Termination Date.


(l)            Permitted
Maturity.  Each Foreign Credit Instrument shall have an
expiry date that complies with the definition of Permitted Maturity, unless any
such Foreign Credit Instrument does not provide for a specific expiry date, in
which case the Commercial Lifetime of such Foreign Credit Instrument shall fall
within the Permitted Maturity.


(m)          Joint
Signature Foreign Credit Instruments.


(i)
           If a Utilization Request has been made for a
Foreign Credit Instrument to be issued as a Joint Signature Foreign Credit
Instrument, then the relevant Borrower will approach the relevant beneficiary
to ascertain whether such beneficiary is prepared to accept a Joint Signature
Foreign Credit Instrument.  In case of
the beneficiary’s acceptance, the Foreign Trade



 53
 









Facility Agent will, in
close coordination with such Borrower, select the relevant Foreign Issuing
Lenders (the “Joint Foreign Issuing Lenders”) prepared to issue the
Joint Signature Foreign Credit Instrument and acceptable to the beneficiary.


(ii)           The Joint Foreign Issuing Lenders so selected will then appoint one of
the Joint Foreign Issuing Lenders to act as their agent (the “Joint Foreign
Trade Facility Agent”) in connection with the Joint Signature Foreign
Credit Instrument acting on terms to be agreed between the Joint Foreign
Issuing Lenders and the Joint Foreign Trade Facility Agent pursuant to an
agreement substantially in the form of Schedule 2.6(m).  The Joint Foreign Trade Facility Agent shall
be responsible for coordinating the Joint Foreign Issuing Lenders and shall
represent the Joint Foreign Issuing Lenders vis-à-vis the
beneficiary, and the Joint Foreign Trade Facility Agent shall be responsible
for processing the Joint Signature Foreign Credit Instrument.  In such capacity, the Joint Foreign Trade
Facility Agent shall give to the Foreign Trade Facility Agent the notices
otherwise to be given by each Foreign Issuing Lender hereunder, in particular
under Sections 2.6(i), 2.6(o) and 2.6(p)(i).


(iii)          Any liability of the Joint Foreign Issuing Lenders under a Joint
Signature Foreign Credit Instrument, and the rights resulting from honoring a
demand made thereunder, shall be several. 
Each Joint Foreign Issuing Lender shall be responsible for the
proportionate amount demanded by the beneficiary under a Joint Signature
Foreign Credit Instrument in the proportion the amount of the Joint Signature
Foreign Credit Instrument allocated to it bears to the total Dollar Equivalent
of such Joint Signature Foreign Credit Instrument.  The Foreign Trade Facility Agent shall, with
respect to the determination of the utilization of the individual Foreign
Credit Instrument Issuing Commitment of each Joint Foreign Issuing Lender and
with respect to the calculation of any Excess Amount, treat each Joint Foreign
Issuing Lender in the Joint Signature Foreign Credit Instrument as if each
Joint Foreign Issuing Lender had issued a Foreign Credit Instrument in the
amount equal to the amount of its proportionate amount in the Joint Signature
Foreign Credit Instrument.


(n)           Determination
of Dollar Equivalent.  On each Business Day on which any Foreign
Credit Instrument is outstanding under this Agreement, or there is any other
Foreign Trade Exposure, the Foreign Trade Facility Agent shall determine the
amount of the Dollar Equivalent of all outstanding Foreign Credit Instruments
and unreimbursed Foreign Credit Disbursements (in each case adjusted to reflect
any repayment, prepayment or reversal of any relevant Foreign Credit
Instrument) on the basis of the foreign exchange rates for the previous
Business Day which shall be determined as follows:


(i)            if the conversion rate of the respective
currency into Dollars is published on the internet page

“www.db-markets.com” (on the sub-page “Markets”, sub-page “FX Rates”, sub-page “FX
Historic Rates”, link “DB Fixings (Frankfurt)” or on any other internet page
replacing such internet page, the calculation shall be based on the rates
displayed on such internet page; and


(ii)           if the conversion rate of the respective currency into Dollars is not
published on the internet page “www.db-markets.com” (on the sub-page “Markets”,
sub-page “FX Rates”, sub-page “FX Historic Rates”, link “DB Fixings (Frankfurt)”  or on any other internet page replacing such
internet page, the calculation shall be based on the previous month’s foreign
exchange rates published on the same internet page on the sub-page “FX Historic
Rates”, further sub-page “End-of-Month prices”.


If the relevant exchange rate cannot be determined in accordance with
clauses (i) or (ii) above, the Foreign Trade Facility Agent shall determine the
appropriate exchange rate in its reasonable discretion.



 54
 









(o)           Cash Cover.


(i)            If,
pursuant to a Daily Report issued on the last Business Day of any calendar
month (each a “Rebasing Date”), (A) the aggregate Dollar Equivalent of
the Foreign Trade Exposure of the Foreign Issuing Lenders exceeds the aggregate
amount of the Foreign Credit Instrument Issuing Commitments of the Foreign
Issuing Lenders or the aggregate amount of the Foreign Credit Commitments of
the Lenders or (B) the aggregate Dollar Equivalent of the Foreign Credit
Instruments and Joint Signature Foreign Credit Instruments outstanding plus the
aggregate Dollar Equivalent of the outstanding unreimbursed Foreign Credit
Disbursements  exceeds the amount of the
Foreign Credit Commitments of the Lenders, in either case, by more than
$500,000 (any such exceeding amount being the “Excess Amount”), the Foreign
Trade Facility Agent shall request in writing from the Parent Borrower, within
a period of five Business Days following receipt of the respective Daily
Report, Cash Cover with respect to such Excess Amount, and the Parent Borrower
shall, within a period of four Business Days following receipt of the demand
from the Foreign Trade Facility Agent, provide for Cash Cover in accordance
with clause (iv) below.


(ii)           Clause (i) above shall be applicable mutatis mutandis if, in respect of any Rebasing Date subsequent
to a Rebasing Date in respect of which Cash Cover had been provided, the Excess
Amount has increased by an amount equal to $500,000 of the aggregate Foreign
Credit Instrument Issuing Commitments or Foreign Credit Commitments due to
fluctuation of currency exchange rates.


(iii)          If in respect of any Rebasing Date subsequent
to a Rebasing Date in respect of which Cash Cover had been provided pursuant to
clause (i) above to the Foreign Trade Facility Agent, the Excess Amount (as
shown in the relevant Daily Report) has been reduced to zero (either through
fluctuation of currency exchange rates or through the reduction or expiration
of any Foreign Credit Instruments), the Foreign Trade Facility Agent shall
release the whole or relevant part of the Cash Cover within three Business Days
of the relevant Rebasing Date.


(iv)          If a Borrower is obliged to provide for Cash
Cover under this Agreement, such Borrower shall pay the relevant amount for
which it shall provide Cash Cover in Dollars or in the Dollar Equivalent of the
currency of the respective Foreign Credit Instrument for which Cash Cover has
to be provided to an account of the Foreign Trade Facility Agent, in the name
of the Parent Borrower, to be maintained for the benefit of the Foreign Issuing
Lenders and Lenders with a Foreign Credit Commitment (such deposited amount,
the “Cash Cover”).  Such account
shall be an interest bearing account (subject to Section 2.6(b)(v), with
the amount of interest to be determined by the Foreign Trade Facility Agent in
accordance with its standard business practice) in the name of the Parent
Borrower and such account shall be pledged to the Administrative Agent on the
basis of a pledge agreement in form and substance reasonably satisfactory to
the Administrative Agent and the Parent Borrower.


(v)           If the term on any Foreign Credit Instrument
or Joint Signature Foreign Credit Instrument extends beyond the Foreign Trade
Maturity Date or other termination of this Agreement, the applicable Borrower
shall, on the earlier of the Foreign Trade Maturity Date or the date of such
other termination of this Agreement, either (A) cause such Foreign Credit
Instrument or Joint Signature Foreign Credit Instrument to be surrendered for
cancellation to the applicable Foreign Issuing Lender or (B) provide Cash Cover
(or other credit support reasonably satisfactory) to the Foreign Trade Facility
Agent in an amount equal to at least 103% of the Dollar Equivalent of the Face
Amount of such Foreign Credit Instrument or Joint Signature Foreign Credit
Instrument.  Upon notice to the Foreign
Trade Facility Agent of the termination,



 55
 









reduction
or expiration (without any pending drawing) of such Foreign Credit Instrument
or Joint Signature Foreign Credit Instrument issued by such Foreign Issuing
Lender, the Foreign Trade Facility Agent shall release the whole or relevant
part of the Cash Cover within three Business Days of the relevant date of
termination, reduction or expiration, and the Foreign Trade Facility Agent
shall use Cash Cover to promptly reimburse any Foreign Issuing Lender honoring
any Foreign Credit Instrument.


(p)           Fees;
Termination.


(i)            Foreign Credit Commitment Fee.  The
Parent Borrower agrees to pay (or to cause a Foreign Subsidiary Borrower to
pay) to the Foreign Trade Facility Agent, for the account of each Lender with a
Foreign Credit Commitment, a commitment 
fee (the “Foreign Credit Commitment Fee”) which shall accrue at
the Applicable Rate on the average daily unused amount of each Foreign Credit
Commitment of such Lender during the period from and including the Effective
Date to but excluding the date on which the Foreign Credit Commitments
terminate.  Accrued Foreign Credit
Commitment Fees shall be paid quarterly in arrears on the last Business Day of
March, June, September and December of each year and on the date on which the
Foreign Credit Commitments terminate, commencing on the first such date to
occur after the date hereof.  Foreign
Credit Commitment Fees shall be computed on the basis of a year of 365 days (or
366 days in a leap year) and shall be payable for the actual number of days
elapsed (including the first day but excluding the last day).


(ii)           Foreign Credit Instrument Fee.  The
Parent Borrower agrees to pay (or to cause a Foreign Subsidiary Borrower to
pay) to the Foreign Trade Facility Agent, for the account of each Lender with a
Foreign Credit Commitment, a participation fee (the “Foreign Credit
Instrument Fee”) with respect to its participation in Foreign Credit
Instruments and Joint Signature Foreign Credit Instrument which shall accrue at
the Applicable Rate on the average daily Face Amount of each such Foreign
Credit Instrument and Joint Signature Foreign Credit Instrument outstanding
(i.e. unexpired and not terminated) during the period from and including the
Effective Date to but excluding the later of the date on which such Lender’s
Foreign Credit Commitment terminates and the date on which such Lender ceases
to have any participation risk with respect to Foreign Credit Instruments and
Joint Signature Foreign Credit Instruments issued hereunder.  Accrued Foreign Credit Instrument Fees shall
be paid quarterly in arrears on the last Business Day of March, June, September
and December of each year and on the date on which the Foreign Credit
Commitments terminate, commencing on the first such date to occur after the
date hereof.  Foreign Credit Instrument
Fees shall be computed on the basis of a year of 365 days (or 366 days in a
leap year) and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day).


(iii)          Foreign Credit Fronting Fee.  With
respect to each issuance of a Foreign Credit Instrument requested by a
Borrower, such Borrower shall pay, in arrears for each calendar quarter in
accordance with clause (vi) below, a fronting fee in the amount of 0.125% per
annum on the Dollar Equivalent of such Foreign Credit Instrument (the “Foreign
Credit Fronting Fee”).  With respect
to any such calculation, clause (i) above shall apply mutatis  mutandis.


(iv)          Foreign Credit Handling Fee.  Each
Borrower shall, with respect to the issuance or amendment of any Foreign Credit
Instrument by a Foreign Issuing Lender, pay to such Foreign Issuing Lender,
quarterly in arrears in accordance with clause (vi) below, a handling fee of
$150 with respect to each Foreign Credit Instrument so issued, and $100 with
respect to each Foreign Credit Instrument so amended, by such Foreign Issuing
Lender during the previous calendar quarter (the “Foreign Credit Handling
Fee”).



 56
 









(v)           Other Fees and Expenses.  Each
Borrower shall, within three Business Days following written demand from a
Foreign Issuing Lender that has issued a Foreign Credit Instrument for such
Borrower, reimburse such Foreign Issuing Lender for all reasonable costs
(including internal costs) and expenses (including legal fees) incurred by such
Lender and evidenced to such Borrower in connection with the handling of any
claims made against such Lender under any Foreign Credit Instrument issued by
it.


(vi)          Payment of Foreign Credit Fees.  Each
Foreign Issuing Lender shall notify the Foreign Trade Facility Agent in writing
about the amount of all Foreign Credit Handling Fees payable by any Borrower
with respect to each previous calendar quarter not later than on the fifth
Business Day of each calendar quarter. 
In the case of each Foreign Issuing Lender, the notification needs to
include only the sum of all such fees payable to such Lender and the respective
amounts owing from each Borrower.  The
Foreign Trade Facility Agent shall calculate the Foreign Credit Commitment Fee,
the Foreign Credit Instrument Fee and the Foreign Credit Fronting Fee payable
by the Borrowers with respect to the previous calendar quarter.  The Foreign Trade Facility Agent shall, not later
than the seventh Business Day of each calendar quarter, inform the Parent
Borrower in writing about the amount of the Foreign Credit Commitment Fee,
Foreign Credit Instrument Fee and the Foreign Credit Fronting Fee payable with
respect to the previous quarter and the aggregate amount of the Foreign Credit
Handling Fee, as notified to it by the Foreign Issuing Lenders pursuant to the
first sentence of this clause (vii), and the Parent Borrower shall pay (or
shall cause the relevant Borrower to pay) such amounts to the Foreign Trade
Facility Agent for distribution to the Foreign Issuing Lenders and the
applicable Lenders not later than the fifth Business Day following the receipt
by the Parent Borrower of the notification from the Foreign Trade Facility
Agent.


(vii)         Termination.  (A)
With respect to each Foreign Credit Instrument issued and which is or under
which claims are still outstanding on the earlier of (I) the Foreign Trade
Maturity Date or (II) the date of termination or cancellation of the Foreign
Credit Instrument Issuing Commitments and Foreign Credit Commitments or (B) if
an Event of Default has occurred and is continuing, upon the request of the
Required Lenders to the Administrative Agent, the Parent Borrower or other
relevant Borrower, will on such applicable date provide Cash Cover to (or other
credit support reasonably satisfactory to) the Foreign Trade Facility Agent in
an amount equal to at least 103% of the Face Amount of all such Foreign Credit
Instruments.  Section 2.6(o)(v)
shall apply mutatis  mutandis.


(q)           Cancellation.


(i)            The
Parent Borrower may, by giving to the Administrative Agent, with a copy to the
Foreign Trade Facility Agent, not less than 15 days’ prior written notice,
cancel the whole or any part (being a minimum of $10,000,000) of the then
unused Foreign Credit Instrument Issuing Commitments and/or the Foreign Credit
Commitments without premium or penalty (it being understood and agreed that any
cancellation or termination of the Foreign Credit Instrument Issuing
Commitments and/or Foreign Credit Commitments pursuant to this Section
2.6(q) shall be done on a pro rata basis);
provided that a notice of termination of the unused Foreign Credit
Instrument Issuing Commitments and/or the Foreign Credit Commitments delivered
by the Parent Borrower may state that such notice is conditioned upon the
effectiveness or closing of other credit facilities, debt financings or
Dispositions, in which case such notice may be revoked or the date specified
therein extended by the Parent Borrower (by notice to the Administrative Agent
and the Foreign Trade Facility Agent on or prior to the specified effective
date) if such condition is not satisfied.



 57
 









(ii)           If any Foreign Issuing Lender claims a payment or indemnification from
any Borrower under Section 2.17, the Parent Borrower may, within 30 days
thereafter and by not less than 15 days’ prior written notice to the
Administrative Agent, with a copy to the Foreign Trade Facility Agent, cancel
such Foreign Issuing Lender’s unused Foreign Credit Instrument Issuing
Commitment whereupon such Foreign Issuing Lender shall cease to be obliged to
issue further Foreign Credit Instruments and its unused Foreign Credit
Instrument Issuing Commitment shall be reduced to zero.  The remaining amount of such Foreign Issuing
Lender’s Commitment shall be cancelled automatically in whole, or, as the case
may be, in part with the receipt by the Foreign Trade Facility Agent of the
Utilization Reduction Notice(s) with respect to the Foreign Credit Instruments
issued by such Foreign Issuing Lender and still outstanding.


(iii)          Any notice of cancellation given by the Parent Borrower pursuant to
clause (i) or (ii) above shall be irrevocable and shall specify the date upon
which such cancellation is to be made and the amount of such cancellation; provided,
however, that any such notice of cancellation delivered by the Parent
Borrower may state that such notice is conditioned upon the effectiveness or
closing of other credit facilities, debt financings or Dispositions, in which
case such notice may be revoked or the date specified therein extended by the
Parent Borrower (by notice to the Administrative Agent and the Foreign Trade
Facility Agent on or prior to the specified effective date) if such condition
is not satisfied.


(iv)          Cancelled Foreign Credit Instrument Issuing Commitments cannot be
reinstated and cancelled Foreign Credit Commitments cannot be reinstated.


(r)            Reports.  The
Foreign Trade Facility Agent shall send to the Foreign Issuing Lenders, Lenders
with Foreign Credit Commitments, the Parent Borrower and the Administrative
Agent, via e-mail to the addresses and persons notified for this purpose by
such Persons to the Foreign Trade Facility Agent, (i) on each Business Day, a
report (the “Daily Report”) (A) stating the Dollar Equivalent for all
outstanding Foreign Credit Instruments as determined for such Business Day, (B)
listing, for each Foreign Issuing Lender, as of such Business Day, the Dollar
Equivalent of the outstanding Foreign Credit Instruments issued by such Foreign
Issuing Lender and the percentage of each such Foreign Issuing Lender’s
utilized Foreign Credit Instrument Issuing Commitment, and (C) containing the
further information about the utilization of the Foreign Trade Facility as
specified on Schedule 2.6(r), (ii) on each Business Day, a daily
activity report of the previous Business Day, in a form as substantially set
out in Schedule 2.6(r) and (iii) not later than the fifth Business Day
of each calendar month, a report stating all overdue Foreign Credit Instruments
and all Foreign Credit Instruments falling due within such month and the
following calendar month.  The Parent
Borrower and each Foreign Issuing Lender shall inform the Foreign Trade
Facility Agent by 5:00 p.m., Düsseldorf time, on the fifth Business Day
following receipt of any such report if it does not agree with any information
contained in such report.


(s)           Unreimbursed
Foreign Credit Disbursements.  Each Foreign Issuing Lender shall promptly
notify the Foreign Trade Facility Agent and the Administrative Agent of any
Foreign Credit Disbursement of such Foreign Issuing Lender that has not been
reimbursed by or on behalf of the relevant Borrower and shall include in such
notice (i) the date of the Foreign Credit Disbursement, (ii) the name of the
relevant Borrower and (iii) the amount (including the currency) of such Foreign
Credit Disbursement and the Dollar Equivalent thereof as calculated by such
Foreign Issuing Lender in accordance with this Agreement.


(t)            Additional Foreign Issuing Lenders.  Upon
notice to the Administrative Agent and the Foreign Trade Facility Agent (which
shall promptly notify the Lenders with Foreign Credit Commitments), the Parent
Borrower may, designate additional Foreign Issuing Lenders to provide



 58
 









additional Foreign Credit
Instrument Issuing Commitments hereunder and/or designate existing Foreign
Issuing Lenders to provide an increase to its existing Foreign Credit
Instrument Issuing Commitment hereunder. 
No Person shall have any obligation hereunder to become a Foreign
Issuing Lender or to provide any such additional or increased Foreign Credit
Instrument Issuing Commitment.  The
Foreign Issuing Lender or other Person that in its sole discretion agrees to
provide any such increased or additional Foreign Credit Instrument Issuing
Commitment shall enter into a Foreign Issuing Lender Joinder Agreement with
completions reasonably acceptable to the Administrative Agent, the Foreign
Trade Facility Agent and the Parent Borrower. 
No such designation shall be made to (i) the Parent Borrower or the
Parent Borrower’s Affiliates or Subsidiaries or (ii) a natural person.  Upon consummation of any such Foreign Issuing
Lender Joinder Agreement, Schedule 1.1A shall be deemed revised to reflect the
applicable Foreign Credit Instrument Issuing Commitment added pursuant to such
Foreign Issuing Lender Joinder Agreement.


Section
2.7.            Funding of Borrowings.


(a)           Each
Lender shall make each Loan (other than any Incremental Term Loan) to be made
by it hereunder on the proposed date thereof by wire transfer to the
Administrative Agent in same day funds at the Administrative Agent’s Office for
the applicable currency most recently designated by it for such purpose by
notice to the Lenders, in immediately available funds, not later than 12:00
noon, New York City time, 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 Loan denominated in a Qualified Global Currency; provided
that Swingline Loans shall be made as provided in Section 2.4.  The Administrative Agent will make such Loans
available to the relevant Borrower by wiring the amounts so received, in like
funds, to an account designated by such Borrower in the applicable Borrowing
Request; provided that ABR Domestic Revolving Loans made to finance the
reimbursement of an LC Disbursement as provided in Section 2.5(e) shall
be remitted by the Administrative Agent to the applicable Issuing Lender.  Any funding of Incremental Term Loans shall
be made pursuant to such procedures as shall be agreed to by the Parent
Borrower, the relevant Incremental Term Lenders and the Administrative Agent.


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


Section
2.8.            Interest Elections.


(a)           Each
Revolving Borrowing and Term Loan Borrowing initially shall be of the Type
specified in the applicable Borrowing Request and, in the case of a
Eurocurrency Borrowing, shall have an initial Interest Period as specified in
such Borrowing Request.  Thereafter, a
Borrower may elect to convert such Borrowing to a different Type or to continue
such Borrowing and, in the case of a



 59
 









Eurocurrency Borrowing, may elect Interest Periods therefor, all as
provided in this Section.  A Borrower may
elect different options with respect to different portions of the affected
Borrowing, in which case each such portion shall be allocated ratably among the
Lenders holding the Loans comprising such Borrowing, and the Loans comprising
each such portion shall be considered a separate Borrowing.  Notwithstanding the foregoing, a Borrower may
not (i) elect to convert the currency in which any Loans are denominated, (ii)
elect to convert Qualified Global Currency Loans from Eurocurrency Loans to ABR
Loans, (iii) elect an Interest Period for Eurocurrency Loans that does not
comply with Section 2.2(d), (iv) elect to convert any ABR Loans to
Eurocurrency Loans that would result in the number of Eurocurrency Borrowings
exceeding the maximum number of Eurocurrency Borrowings permitted under Section
2.2(c), (v) elect an Interest Period for Eurocurrency Loans unless the
aggregate outstanding principal amount of Eurocurrency Loans (including any
Eurocurrency Loans made to such Borrower in the same currency on the date that
such Interest Period is to begin) to which such Interest Period will apply
complies with the requirements as to minimum principal amount set forth in Section
2.2(c) or (vi) elect to convert or continue any Swingline Borrowings.


(b)           To
make an election pursuant to this Section, a Borrower shall notify the
Administrative Agent of such election by telephone by the time that a Borrowing
Request would be required under Section 2.3 if such Borrower were
requesting a Borrowing of Domestic Revolving Loans or Global Revolving Loans of
the Type resulting from such election to be made on the effective date of such
election.  Each such telephonic Interest
Election Request shall be irrevocable and shall be confirmed promptly by
delivery to the Administrative Agent of a written Interest Election Request in
a form approved by the Administrative Agent and signed by the relevant
Borrower.


(c)           Each
telephonic and written Interest Election Request shall specify the following information
in compliance with Section 2.2 and paragraph (a) of this Section:  (i) the Borrowing to which such Interest
Election Request applies; (ii) the effective date of the election made pursuant
to such Interest Election Request, which shall be a Business Day; (iii) whether
the resulting Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;
and (iv) if the resulting Borrowing is a Eurocurrency Borrowing, the Interest
Period to be applicable thereto after giving effect to such election.  If any such Interest Election Request
requests a Eurocurrency Borrowing but does not specify an Interest Period, then
the relevant Borrower shall be deemed to have selected an Interest Period of
one month’s duration.


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


(e)           If
the relevant Borrower fails to deliver a timely Interest Election Request with
respect to a Eurocurrency Borrowing denominated in Dollars prior to the end of
the Interest Period applicable thereto, then, unless such Borrowing is repaid
as provided herein, at the end of such Interest Period such Borrowing shall be
converted to an ABR Borrowing.  If the
relevant Borrower fails to deliver a timely Interest Election Request with
respect to a Eurocurrency Borrowing denominated in a Qualified Foreign Global
Currency prior to the end of the Interest Period applicable thereto, then,
unless such Borrowing is repaid as provided herein, at the end of such Interest
Period such Borrowing shall automatically continue as a Eurocurrency Loan
having an Interest Period of one month. 
Notwithstanding any contrary provision hereof, if an Event of Default
has occurred and is continuing and the Administrative Agent, at the request of
the Required Lenders, so notifies the Parent Borrower, then, so long as an
Event of Default is continuing (i) no outstanding Borrowing denominated in
Dollars may be converted to or continued as a Eurocurrency Borrowing, (ii)
unless repaid, each Eurocurrency Borrowing denominated in Dollars shall be
converted to an ABR Borrowing at the end of the Interest Period applicable
thereto and (iii) no Borrowing denominated in a Qualified Global Currency
having an Interest Period in excess of one month may be made or continued.



 60
 









Section
2.9.            Termination and Reduction of Commitments.


(a)           (i)
The Term Loan Commitments shall terminate on the Effective Date after the
funding of the Initial Term Loans on the Effective Date, (ii) the Domestic
Revolving Commitments shall terminate on the Domestic Revolving Maturity Date,
(iii) the Global Revolving Commitments shall terminate on the Global Revolving
Maturity Date and (iv) the Foreign Credit Instrument Issuing Commitments and
the Foreign Credit Commitments shall terminate on the Foreign Trade Maturity
Date.


(b)           The
Parent Borrower may at any time terminate, or from time to time reduce, the
Commitments of any Class; provided that (i) each reduction of the
Commitments (other than Foreign Credit Instrument Issuing Commitments) of any
Class shall be in an amount that is an integral multiple of $1,000,000 and not
less than $10,000,000, (ii) the Parent Borrower shall not terminate or reduce
(A) the Domestic Revolving Commitments if, after giving effect to any
concurrent prepayment of the Domestic Revolving Loans in accordance with Section
2.12, the Domestic Revolving Exposure would exceed the total Domestic
Revolving Commitments, (B) the Global Revolving Commitments if, after giving
effect to any concurrent prepayment of the Global Revolving Loans in accordance
with Section 2.12, the Global Revolving Exposure would exceed the total
Global Revolving Commitments, or (C) the Foreign Credit Instrument Issuing
Commitments or the Foreign Credit Commitments if the Total Foreign Trade
Exposure would exceed (1) the total Foreign Credit Instrument Issuing
Commitments or (2) the total Foreign Credit Commitments and (iii) each
reduction of Foreign Credit Instrument Issuing Commitments and the Foreign
Credit Commitments shall be made in accordance with Section 2.6(q).


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


Section
2.10.          Evidence of Debt.


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


(b)           The
Administrative Agent, on behalf of the Borrowers, shall maintain the Register
pursuant to Section 9.4(c) and a subaccount for each Lender in which it
shall record (i) the amount of each Loan made hereunder (whether or not
evidenced by a promissory note), the Class and Type thereof and the Interest
Period applicable thereto, (ii) the amount of any principal and/or interest due
and payable or to become due and payable from each Borrower to each Lender
hereunder and (iii) the amount of any sum received by the Administrative Agent
hereunder for the account of the Lenders and each Lender’s share thereof.  The Foreign Trade Facility Agent shall
maintain records in which it shall record all relevant details about each
Foreign Credit Instrument issued hereunder and, upon the request of the



 61















Administrative Agent, the Foreign Trade Facility Agent shall make such
records (or copies thereof) available to the Administrative Agent.


(c)           The
entries made in the accounts maintained pursuant to paragraph (a) or (b) of
this Section shall be prima facie evidence
of the existence and amounts of the obligations recorded therein; provided
that the failure of any Lender or any Agent to maintain such accounts or any
error therein shall not in any manner affect the obligation of any Borrower to
repay the Loans in accordance with the terms of this Agreement.


(d)           Upon the request of any Lender made through
the Administrative Agent, the Parent Borrower shall execute and deliver to such
Lender (through the Administrative Agent) a promissory note, which shall
evidence such Lender’s Loans in addition to such accounts or records.  Each such promissory note shall (i) in the
case of Domestic Revolving Loans, be in the form of Exhibit J (a “Domestic
Revolving Note”), (ii) in the case of Global Revolving Loans, be in the form
of Exhibit K (a “Global Revolving Note”), (iii) in the case of
Swingline Loans, be in the form of Exhibit L (a “Swingline Note”),
and (iv) in the case of Term Loans, be in the form of Exhibit M (a “Term
Note”).  Each Lender may attach
schedules to its Note and endorse thereon the date, Type (if applicable),
amount, currency and maturity of its Loans and payments with respect thereto.


Section
2.11.          Repayment of Loans.


(a)           The
Parent Borrower shall repay the outstanding principal amount of the Initial
Term Loan on the dates and in the amounts set forth in the table below (as such
installments may hereafter be adjusted as a result of prepayments made pursuant
to Section 2.12, unless accelerated sooner pursuant to Article VII):


	
  Payment Dates

  	
   

  	
  Principal Amortization 

  Payment

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  March 31, 2008

  	
   

  	
   

  	
  $

  	
  18,750,000

  	
   

  
	
  June 30, 2008

  	
   

  	
   

  	
  $

  	
  18,750,000

  	
   

  
	
  September 30,
  2008

  	
   

  	
   

  	
  $

  	
  18,750,000

  	
   

  
	
  December 31,
  2008

  	
   

  	
   

  	
  $

  	
  18,750,000

  	
   

  
	
  March 31, 2009

  	
   

  	
   

  	
  $

  	
  18,750,000

  	
   

  
	
  June 30, 2009

  	
   

  	
   

  	
  $

  	
  18,750,000

  	
   

  
	
  September 30,
  2009

  	
   

  	
   

  	
  $

  	
  18,750,000

  	
   

  
	
  December 31,
  2009

  	
   

  	
   

  	
  $

  	
  18,750,000

  	
   

  
	
  March 31, 2010

  	
   

  	
   

  	
  $

  	
  18,750,000

  	
   

  
	
  June 30, 2010

  	
   

  	
   

  	
  $

  	
  18,750,000

  	
   

  
	
  September 30,
  2010

  	
   

  	
   

  	
  $

  	
  18,750,000

  	
   

  
	
  December 31,
  2010

  	
   

  	
   

  	
  $

  	
  18,750,000

  	
   

  
	
  March 31, 2011

  	
   

  	
   

  	
  $

  	
  18,750,000

  	
   

  
	
  June 30, 2011

  	
   

  	
   

  	
  $

  	
  18,750,000

  	
   

  
	
  September 30,
  2011

  	
   

  	
   

  	
  $

  	
  18,750,000

  	
   

  
	
  December 31,
  2011

  	
   

  	
   

  	
  $

  	
  112,500,000

  	
   

  
	
  March 31, 2012

  	
   

  	
   

  	
  $

  	
  112,500,000

  	
   

  
	
  June 30, 2012

  	
   

  	
   

  	
  $

  	
  112,500,000

  	
   

  
	
  Term Loan Maturity Date

  	
   

  	
   

  	
  Outstanding Principal

  Balance of Term Loan

  	
   

  



 



 62
 









(b)           The
Parent Borrower shall repay Incremental Term Loans in consecutive installments
(which shall be no more frequent than quarterly) as specified in the
Incremental Facility Activation Notice pursuant to which such Incremental Term
Loans were made; provided that the weighted average life of each Incremental
Term Loan shall be no shorter than the remaining weighted average life of the
other previously existing Term Loans.


(c)           The
Parent Borrower shall repay (i) the then unpaid principal amount of the
Domestic Revolving Loans on the Domestic Revolving Maturity Date and (ii) the
then unpaid principal amount of each Swingline Loan on the earlier of the
Domestic Revolving Maturity Date and the first date after such Swingline Loan
is made that is the 15th or last Business Day of a calendar month and is at least
two Business Days after such Swingline Loan is made; provided that on
each date that a Borrowing of Domestic Revolving Loans is made, the Parent
Borrower shall repay all Swingline Loans then outstanding.


(d)           Each
Borrower shall repay the then unpaid principal amount of the Global Revolving
Loans on the Global Revolving Maturity Date.


Section
2.12.          Prepayment of Loans.


(a)           Each
Borrower shall have the right at any time and from time to time to prepay any
Borrowing in whole or in part, subject to the requirements of this Section.


(b)           If
on any date any Net Proceeds are received by or on behalf of the Parent
Borrower or any Subsidiary in respect of any Prepayment Event, the Parent
Borrower shall, within ten Business Days after such Net Proceeds are received,
apply an amount equal to the aggregate amount of such Net Proceeds, first,
to prepay Term Loans and, second, (after
the Term Loans have been paid in full) to the Domestic Revolving Loans and the
Global Revolving Loans on a pro rata basis
(without a corresponding permanent reduction in the aggregate Domestic
Revolving Commitments or the aggregate Global Revolving Commitments); provided
that, in the case of any event described in clause (a) or (b) of the definition
of the term Prepayment Event, if the Parent Borrower shall deliver to the
Administrative Agent a certificate of a Financial Officer to the effect that
the Parent Borrower and the Subsidiaries intend to apply the Net Proceeds from
such event (“Reinvestment Net Proceeds”), within 360 days after receipt
of such Net Proceeds, to make Permitted Acquisitions or Investments permitted
by Section 6.5 or acquire real property, equipment or other assets to be
used in the business of the Parent Borrower and the Subsidiaries, and
certifying that no Default or Event of Default has occurred and is continuing,
then no prepayment or Commitment reduction shall be required pursuant to this
paragraph in respect of such event except to the extent of any Net Proceeds
therefrom that have not been so applied by the end of such 360-day period, at
which time a prepayment shall be required in an amount equal to the Net
Proceeds that have not been so applied. 
Notwithstanding the foregoing, from and after the date during any fiscal
year of the Parent Borrower on which the aggregate gross proceeds (inclusive of
amounts of the type described in the first parenthetical of Section 6.6(d))
from Dispositions pursuant to Section 6.6(d) received during such fiscal
year exceed 15% of Total Consolidated Assets, the Net Proceeds from each
subsequent Prepayment Event occurring during such fiscal year resulting from
Dispositions pursuant to Section 6.6(d) (and a ratable amount of Net
Proceeds from any Prepayment Event that first causes the aforementioned 15%
threshold to be exceeded, which ratable amount shall be determined by reference
to a fraction, the numerator of which shall be the portion of the gross
proceeds from such Prepayment Event representing the excess above such 15%
threshold and the denominator of which shall be the aggregate gross proceeds
from such Prepayment Event) may not be treated as Reinvestment Net Proceeds.



 63
 









(c)           If on any Determination Date relating to the Global Revolving Facility,
the Total Global Exposure exceeds the total Global Revolving Commitments by
more than $500,000, the Parent Borrower shall, without notice or demand, within
three Business Days after such Determination Date, prepay (or cause the
relevant Foreign Subsidiary Borrower to prepay) the Borrowings of Global
Revolving Loans (or, if no such Borrowings are outstanding, deposit cash
collateral in an account with the Administrative Agent pursuant to Section
2.5(j)) in an aggregate amount such that, after giving effect thereto, the
Total Global Exposure does not exceed the total Global Revolving Commitments.  If on any Determination Date relating to the
Domestic Revolving Facility, the Total Domestic Exposure exceeds the total
Domestic Revolving Commitments, the Parent Borrower shall, without notice or
demand, within three Business Days after such Determination Date, prepay (or
cause the relevant Foreign Subsidiary Borrower to prepay) the Borrowings of
Domestic Revolving Loans or Swingline Borrowings (or, if no such Borrowings are
outstanding, deposit cash collateral in an account with the Administrative Agent
pursuant to Section 2.5(j)) in an aggregate amount such that, after
giving effect thereto, the Total Domestic Exposure does not exceed the total
Domestic Revolving Commitments.


(d)           A
Borrower shall notify the Administrative Agent by telephone (confirmed by
telecopy promptly thereafter) of any prepayment hereunder (i) in the case of
prepayment of a Eurocurrency Borrowing, not later than 11:00 a.m., New York
City time (or 11:00 a.m., London time, as applicable), three Business Days
before the date of prepayment, (ii) in the case of prepayment of an ABR
Borrowing, not later than 11:00 a.m., New York City time, one Business Day
before the date of prepayment or (iii) in the case of prepayment of a Swingline
Loan, not later than 12:00 noon, New York City time, on the date of
prepayment.  Each such notice shall be
irrevocable and shall specify the prepayment date, the principal amount of each
Borrowing or portion thereof to be prepaid and, in the case of a mandatory
prepayment, a reasonably detailed calculation of the amount of such prepayment;
provided that, if a notice of optional prepayment is given in connection
with a conditional notice of termination of the Domestic Revolving Commitments
or the Global Revolving Commitments as contemplated by Section 2.9, then
such notice of prepayment may be revoked (or the date specified therein
extended) if such notice of termination is revoked (or the date specified
therein extended) in accordance with Section 2.9.  Promptly following receipt of any such notice
(other than a notice relating solely to Swingline Loans), the Administrative
Agent shall advise the Lenders of the contents thereof.  Each partial prepayment of any Borrowing
shall be in an amount that would be permitted in the case of an advance of a
Borrowing of the same Type as provided in Section 2.2, except as
necessary to apply fully the required amount of a mandatory prepayment.


Section
2.13.          Certain Payment Application Matters.


(a)           Each
repayment or prepayment of a Borrowing shall be applied ratably to the Loans
included in the repaid Borrowing.  It is
understood that, in the case of Global Revolving Loans, the relevant Borrower
may select the particular currency of Loans to be prepaid, and such prepayment
shall then be applied ratably to such Loans. 
Repayments and prepayments of Borrowings shall be accompanied by accrued
interest on the amount repaid.


(b)           Any
mandatory prepayment of Term Loans shall be allocated pro rata
among the Initial Term Loans and any Incremental Term Loans based on the
aggregate principal amount of outstanding Borrowings of each such Class.  Any optional prepayment of Term Loans shall
be allocated as directed by the Parent Borrower to the Initial Term Loans
and/or the Incremental Term Loans. 
Amounts prepaid on account of the Term Loans may not be reborrowed.


(c)           Each
mandatory prepayment of the Term Loans shall be applied to the installments, first
to any remaining scheduled installments due prior to the second anniversary of
the date of such prepayment (applied pro rata to
such remaining installments) and, second, to the remaining scheduled



 64
 









installments due on or after the second anniversary of the date of such
prepayment (applied pro rata to
such remaining installments).  Any
optional prepayment of the Term Loans shall be applied to the installments of
the Term Loans as directed by the Parent Borrower.


Section
2.14.          Fees.


(a)           The
Parent Borrower agrees to pay to the Administrative Agent for the account of
each relevant Lender (i) a commitment fee (the “Domestic Revolving
Commitment Fee”), which shall accrue at the Applicable Rate on the average
daily unused amount of the Domestic Revolving Commitment of such Lender during
the period from and including the Effective Date to but excluding the Domestic
Revolving Maturity Date and (ii) a commitment fee (the “Global Revolving
Commitment Fee”), which shall accrue at the Applicable Rate on the average
daily unused amount of the Global Revolving Commitment of such Lender during
the period from and including the Effective Date to but excluding the Global
Revolving Maturity Date.  Accrued
commitment fees shall be payable in arrears on the last Business Day of March,
June, September and December of each year and on the Domestic Revolving
Maturity Date and the Global Revolving Maturity Date, as applicable, commencing
on the first such date to occur after the date hereof.  Domestic Revolving Commitment Fees and Global
Revolving Commitment Fees shall be computed on the basis of a year of 360 days
and shall be payable for the actual number of days elapsed (including the first
day but excluding the last day).  For
purposes of computing commitment fees (x) in respect of the Domestic Revolving
Commitments, the Domestic Revolving Commitment of a Lender shall be deemed to
be used to the extent of the outstanding Domestic Revolving Loans and LC
Exposure of such Lender (and the Swingline Exposure of such Lender shall be
disregarded for such purpose) and (y) in respect of the Global Revolving
Commitments, the Global Revolving Commitments of a Lender shall be deemed to be
used to the extent of the outstanding Global Revolving Loans of such
Lender.  For the avoidance of doubt, the
Foreign Credit Commitment Fee is set forth in Section 2.6(p)(i).


(b)           Each
Borrower agrees to pay:


(i)            to the Administrative Agent for the account
of each Domestic Revolving Lender a participation fee with respect to its
participations in Letters of Credit, which shall accrue at the same Applicable
Rate as interest on Eurocurrency Revolving Loans on the average daily amount of
such Lender’s LC Exposure (excluding any portion thereof attributable to
unreimbursed LC Disbursements) during the period from and including the
Effective Date to but excluding the later of the date on which such Lender’s
Domestic Revolving Commitment terminates and the date on which such Lender
ceases to have any LC Exposure;


(ii)           to the applicable Issuing Lender a fronting fee, which shall accrue at
the rate of 0.125% per annum on the average daily amount of the LC Exposure
(excluding any portion thereof attributable to unreimbursed LC Disbursements)
during the period from and including the Effective Date to but excluding the
later of the date of termination of the Domestic Revolving Commitments and the
date on which there ceases to be any LC Exposure, as well as such Issuing
Lender’s standard fees with respect to the issuance, amendment, renewal or
extension of any Letter of Credit or processing of drawings thereunder; and


(iii)          to the applicable Foreign Issuing Lender and the other Lenders, the
fees set forth in Section 2.6(p).


Participation fees and fronting fees pursuant to clauses (i) and (ii)
above accrued through and including the last day of March, June, September and
December of each year shall be payable on the third Business Day following such
last day, commencing on the first such date to occur after the Effective Date;



 65
 









provided that
all such fees shall be payable on the date on which the Domestic Revolving
Commitments terminate and any such fees accruing after the date on which the
Domestic Revolving Commitments terminate shall be payable on demand.  Except as otherwise provided in Section
2.6(p), any other fees payable to the applicable Issuing Lender or Foreign
Issuing Lender pursuant to this paragraph shall be payable within 10 days after
demand.  All participation fees and
fronting fees shall be computed on the basis of a year of 360 days and shall be
payable for the actual number of days elapsed (including the first day but
excluding the last day).  For the
purposes of calculating the average daily amount of the LC Exposure for any
period under this Section 2.14(b), the average daily amount of the
Alternative Currency LC Exposure for such period shall be calculated by
multiplying (x) the average daily balance of each Alternative Currency Letter
of Credit (expressed in the currency in which such Alternative Currency Letter
of Credit is denominated) by (y) the Exchange Rate for each such Alternative
Currency in effect on the last Business Day of such period or by such other
reasonable method that the Administrative Agent deems appropriate.


(c)           The
Parent Borrower agrees to pay to the Administrative Agent and BAS, for their
own respective accounts, fees payable in the amounts and at the times specified
in the Fee Letter.


(d)           The
Parent Borrower agrees to pay to the Administrative Agent, for its own account,
fees payable in the amounts and at the times specified in the Fee Letter.


(e)           The
Parent Borrower agrees to pay to the Foreign Trade Facility Agent, for its own
account, fees payable in the amounts and at the times specified in the Deutsche
Bank Fee Letter.


(f)            All
fees payable hereunder shall be paid on the dates due, in immediately available
funds, to the Administrative Agent (or to the applicable Issuing Lender,
Foreign Issuing Lender or the Foreign Trade Facility Agent, in the case of fees
payable to it) for distribution, in the case of commitment fees and
participation fees, to the Lenders entitled thereto.  Except as otherwise provided in Section
2.6(p), fees paid shall not be refundable under any circumstances.


Section
2.15.          Interest.


(a)           ABR
Loans shall bear interest at the Alternate Base Rate plus the Applicable Rate.


(b)           Eurocurrency
Loans shall bear interest at the Adjusted LIBO Rate for the applicable Interest
Period plus the Applicable Rate.


(c)           Notwithstanding
the foregoing, if any principal of or interest (or premium, if any) on any Loan
or any fee or other amount payable by any Borrower hereunder is not paid when
due, whether at stated maturity, upon acceleration or otherwise, such overdue
amount shall bear interest, after as well as before judgment, at a rate per
annum equal to (i) in the case of overdue principal of any Loan, 2% plus the
rate otherwise applicable to such Loan as provided in the preceding paragraphs
of this Section or (ii) in the case of any other amount, 2% plus the rate
applicable to ABR Revolving Loans as provided in paragraph (a) of this Section
(or, in the case of amounts denominated in a Qualified Foreign Global Currency
due under the Global Revolving Facility, the rate that would apply to Loans in
such currency pursuant to clause (i) above), in each case, with respect to
clauses (i) and (ii) above, from the date of such non-payment until such amount
is paid in full (as well after as before judgment).


(d)           Accrued
interest on each Loan shall be payable in arrears on each Interest Payment Date
for such Loan and, in the case of Revolving Loans, upon termination of the
Domestic Revolving Commitments or the Global Revolving Commitments; provided
that (i) interest accrued pursuant to paragraph (c) of this Section shall be
payable on demand, (ii) in the event of any repayment or



 66
 









prepayment of any Loan (other than a prepayment of an ABR Revolving
Loan prior to the end of the Domestic Revolving Availability Period or Global
Revolving Availability Period, as applicable), accrued interest (and premium,
if any) on the principal amount repaid or prepaid shall be payable on the date
of such repayment or prepayment and (iii) in the event of any conversion of any
Eurocurrency Loan prior to the end of the current Interest Period therefor,
accrued interest on such Loan shall be payable on the effective date of such
conversion.


(e)           All
interest hereunder shall be computed on the basis of a year of 360 days, except
that interest computed by reference to the Alternate Base Rate at times when
the Alternate Base Rate is based on Bank of America’s “prime rate”, and
interest in respect of Sterling-denominated Loans, shall be computed on the
basis of a year of 365 days (or 366 days in a leap year), and in each case
shall be payable for the actual number of days elapsed (including the first day
but excluding the last day).  The
applicable Alternate Base Rate or Adjusted LIBO Rate shall be determined by the
Administrative Agent, and such determination shall be conclusive absent
manifest error.


(f)            If, as a result of
any restatement of or other adjustment to the financial statements of the
Parent Borrower or for any other reason, the Parent Borrower or the
Administrative Agent at the direction of the Required Lenders determine that
(i) the Consolidated Leverage Ratio as calculated by the Parent Borrower as of
any applicable date was inaccurate and (ii) a proper calculation of the
Consolidated Leverage Ratio would have resulted in higher pricing for such
period, the Parent Borrower shall immediately and retroactively be obligated to
pay to the Administrative Agent for the account of the applicable Lenders,
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 the Parent
Borrower under the Bankruptcy Code of the United States, automatically and
without further action by any Person), 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 Issuing Lenders, as the case may
be, under Section 2.5(c), 2.14(b) or 2.15(c) or under Article
VII.  The Parent Borrower’s
obligations under this paragraph shall survive the termination of the
Commitments of all of the Lenders and the repayment of all other Obligations
hereunder.


Section
2.16.          Alternate Rate of Interest.


If prior to the commencement of any Interest Period
for a Eurocurrency Borrowing:


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


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


(c)           the Administrative Agent determines (which determination shall be
conclusive absent manifest error) that deposits in the principal amounts of the
Loans comprising such Borrowing and in the currency in which such Loans are to
be denominated are not generally available in the relevant market;


then the Administrative Agent shall give notice thereof to the Parent
Borrower and the relevant Lenders by telephone or telecopy as promptly as
practicable thereafter and, until the Administrative Agent notifies



 67
 









the Parent Borrower and the relevant Lenders that the circumstances
giving rise to such notice no longer exist, then, in the case of the relevant
Facility, any request by a Borrower for a Eurocurrency Borrowing of the
affected Type or in the affected currency, or a conversion to or continuation
of a Eurocurrency Borrowing of the affected Type or in the affected currency,
pursuant to Section 2.3 or 2.8, shall be deemed rescinded; provided
that if the circumstances giving rise to such notice affect only one Type of
Borrowings, then the other Type of Borrowings shall be permitted.


Section
2.17.          Increased Costs.


(a)           If any Change in Law shall:


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


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


and the result of any of the foregoing shall be to increase the net
cost to such Lender of making or maintaining any Eurocurrency Loan (or of
maintaining its obligation to make any such Loan) or to increase the cost to
such Lender, Issuing Lender or Foreign Issuing Lender of participating in,
issuing or maintaining any Letter of Credit or Foreign Credit Instrument or to
reduce the amount of any sum received or receiv­able by such Lender, Issuing
Lender or Foreign Issuing Lender hereunder (whether of principal, interest,
premium or otherwise), then each relevant Borrower will pay to such Lender,
Issuing Lender or Foreign Issuing Lender such additional amount or amounts as
will compensate such Lender, Issuing Lender or Foreign Issuing Lender, as the
case may be, for such additional costs incurred or reduction suffered.


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


(c)           A
certificate of a Lender, Issuing Lender or Foreign Issuing Lender setting forth
in reasonable detail the basis for and computation of the amount or amounts
necessary to compensate such Person or its holding company, as the case may be,
as specified in paragraph (a) or (b) of this Section shall be delivered to the
relevant Borrower and shall be conclusive absent manifest error.  Such Borrower shall pay such Lender, Issuing
Lender or Foreign Issuing Lender the amount shown as due on any such
certificate within 10 days after receipt thereof.  All amounts payable by any Borrower pursuant
to paragraph (a) or (b) of this Section shall be deemed to constitute interest
expense in respect of the Loans.



 68
 









(d)           Failure
or delay on the part of any Lender, Issuing Lender or Foreign Issuing Lender to
demand compensation pursuant to this Section shall not constitute a waiver of
such Person’s right to demand such compensation; provided that no
Borrower shall be required to compensate a Lender, Issuing Lender or Foreign
Issuing Lender pursuant to this Section for any increased costs or reductions
incurred more than 270 days prior to the date that such Person notifies such
Borrower of the Change in Law giving rise to such increased costs or reductions
and of such Person’s intention to claim compensation therefor;


provided
that, if the Change in Law giving rise to such increased costs or reductions is
retroactive, then the 270-day period referred to above shall be extended to
include the period of retroactive effect thereof.


Section
2.18.          Break Funding Payments.


In the event of (a) the payment of any principal of
any Eurocurrency Loan other than on the last day of an Interest Period
applicable thereto (including as a result of an Event of Default), (b) the
conversion of any Eurocurrency Loan other than on the last day of the Interest
Period applicable thereto, (c) the failure to borrow, convert, continue or
prepay any Domestic Revolving Loan, Global Revolving Loan or Term Loan on the
date specified in any notice delivered pursuant hereto (regardless of whether
such notice may be revoked under Section 2.12(d) and is revoked in
accordance therewith), or (d) the assignment of any Eurocurrency Loan other
than on the last day of the Interest Period applicable thereto as a result of a
request by the Parent Borrower pursuant to Section 2.21, then, in any
such event, the relevant Borrower shall compensate each Lender for the loss,
cost and expense attributable to such event. 
In the case of a Eurocurrency Loan, such loss, cost or expense to any
Lender shall be deemed to include an amount determined by such Lender to be the
excess, if any, of (i) the amount of interest which would have accrued on the
principal amount of such Loan had such event not occurred, at the Adjusted LIBO
Rate that would have been applicable to such Loan, for the period from the date
of such event to the last day of the then current Interest Period therefor (or,
in the case of a failure to borrow, convert or continue, for the period that
would have been the Interest Period for such Loan), over (ii) the amount of
interest which would accrue on such principal amount for such period at the
interest rate which such Lender would bid were it to bid, at the commencement
of such period, for deposits in the relevant currency of a comparable amount
and period from other banks in the relevant market.  A certificate of any Lender setting forth in
reasonable detail the basis for and computation of any amount or amounts that
such Lender is entitled to receive pursuant to this Section shall be delivered
to the relevant Borrower and shall be conclusive absent manifest error, and
shall be so delivered as promptly as reasonably practicable after such Lender
obtains actual knowledge of such amount. 
Such Borrower shall pay such Lender the amount shown as due on any such
certificate within 10 days after receipt thereof.


Section
2.19.          Taxes.


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


(b)           In
addition, each Borrower shall pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law and indemnify the Lender from and
against any Other Taxes and any penalties, interest and reasonable expenses
arising therefrom or with respect thereto.



 69
 









(c)           Each
Borrower shall indemnify the Administrative Agent and each Lender, within 10
days after written demand therefor, for the full amount of any Indemnified
Taxes paid by the Administrative Agent or such Lender on or with respect to any
payment by or on account of any obligation of a Borrower hereunder or under any
other Loan Document (including Indemnified Taxes imposed or asserted on or
attributable to amounts payable under this Section) and any penalties, interest
and reasonable expenses arising therefrom or with respect thereto, whether or
not such Indemnified Taxes were correctly or legally imposed or asserted by the
relevant Governmental Authority.  A
certificate setting forth in reasonable detail the basis for and computation of
the amount of such payment or liability delivered to a Borrower by a Lender, or
by the Administrative Agent on its own behalf or on behalf of a Lender, shall
be conclusive absent manifest error, and shall be so delivered as promptly as
reasonably practicable after such Lender or the Administrative Agent, as the
case may be, obtains actual knowledge of such amount.


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


(e)           Each
Lender that is not a United States person within the meaning of Section
7701(a)(30) of the Code (a “Non-U.S. Lender”) shall deliver to the
Parent Borrower and the Administrative Agent, on or before the date on which it
becomes a party to this Agreement either:


(A)          two duly completed and signed original copies of either Internal
Revenue Service Form W-8BEN or Internal Revenue Service Form W-8ECI (relating
to such Non-U.S. Lender and entitling it to a complete exemption from or
reduction of withholding of United States federal income taxes on all amounts
to be received by such Non-U.S. Lender pursuant to this Agreement and the other
credit documents), or successor and related applicable forms, as the case may
be (including, where applicable any such forms required to be provided to
certify to such exemption on behalf of such Non-U.S. Lender’s beneficial
owners).


(B)           in the case of a Non-U.S. Lender that is not a “Bank” within the meaning
of Section 881(c)(3)(A) of the Code and that does not comply with the
requirements of clause (A) hereof, (x) a statement in the form of Exhibit D
(and any similar statements required to certify to the exemption of its
beneficial owners) or such other form of statement as shall be reasonably
requested by the Parent Borrower from time to time to the effect that such
Non-U.S. Lender (and, where applicable, its beneficial owners) is eligible for
a complete exemption from withholding of United States federal income taxes
under Code Section 871(h) or 881(c), and (y) two duly completed and signed
original copies of Internal Revenue Service Form W-8BEN or successor and
related applicable forms (including, where applicable, copies of such forms
with respect to such entity’s beneficial owners).


Further,
each Non-U.S. Lender agrees (i) to deliver to the Parent Borrower and the
Administrative Agent, and if applicable, the assigning Lender two further duly
completed and signed original copies of such Forms W-8BEN or W-8ECI, as the
case may be (and, where applicable, any such forms on behalf of its beneficial
owners) or successor and related applicable forms, on or before the date that
any such form expires or becomes obsolete and promptly after the occurrence of
any event requiring a change



 70
 









from the most recent form(s)
previously delivered by it to the Parent Borrower in accordance with applicable
U.S. laws and regulations, (ii) in the case of a Non-U.S. Lender that delivers
a statement in the form of Exhibit D (or such other form of statement as
shall have been requested by the Parent Borrower), to deliver to the Parent
Borrower and the Administrative Agent, and if applicable, the assigning Lender,
such statement (and where applicable, any such statements from its beneficial
owners) on the two year anniversary of the date on which such Non-U.S. Lender
became a party to this Agreement and to deliver promptly to the Parent Borrower
and the Administrative Agent, such additional statements and forms as shall be
reasonably requested by the Parent Borrower from time to time, and (iii) to
notify promptly the Parent Borrower and the Administrative Agent if it (or, as
applicable, its beneficial owners) is no longer able to deliver, or if it is
required to withdraw or cancel, any form of statement previously delivered by
it pursuant to this Section 2.19(e). 
Notwithstanding anything herein to the contrary, no Non-U.S. Lender
shall be required to provide any forms, certification or documentation which it
is not legally entitled or able to deliver.


(f)            Each Lender which is not a Non-U.S. Lender
shall deliver to Parent Borrower and the Administrative Agent (and if
applicable the assigning or participating Lender) two copies of a statement
which shall contain the address of such Lender’s office or place of business in
the United States, which shall be signed by an authorized officer of such
Lender, together with two duly completed copies of Internal Revenue Service
Form W-9 (or applicable successor form) unless it establishes to the satisfaction
of the Parent Borrower that it is otherwise eligible for an exemption from
backup withholding tax or other applicable withholding tax.  Each such Lender shall deliver to the Parent
Borrower and Administrative Agent two further duly completed and signed forms
and statements (or successor form) at or before the time any such form or
statement becomes obsolete.


(g)           Each Non-U.S. Lender agrees to indemnify and hold harmless each
Borrower from and against any Taxes imposed by or on behalf of the United States
or any taxing jurisdiction thereof, penalties, additions to tax, fines,
interest or other liabilities, costs or losses (including, without limitation,
reasonable attorney’s fees and expenses) incurred or payable by such Borrower
as a result of the failure of such Borrower to comply with its obligations to
deduct or withhold any Taxes imposed by or on behalf of the United States or
any taxing jurisdiction thereof (including penalties, additions to tax, fines
or interest on such Taxes) from any payments made pursuant to this Agreement to
such Non-U.S. Lender or the Administrative Agent which failure resulted from
(i) such Borrower’s reliance on Exhibit F pursuant to Section 2.19(e) or
(ii) such Lender being a “conduit entity” within the meaning of Treasury Reg.
Section 1.881-3 or any successor provision thereto; and, provided additionally,
that, without limitation, no amounts shall be due and owing to such Lender
pursuant to Section 2.19 if either provisions (i) or (ii) are
applicable.


(h)           If the Administrative Agent or any Lender determines, in its sole
discretion, that it has received a refund in respect of Indemnified Taxes or
Other Taxes paid by a Borrower, it shall promptly pay such refund, together
with any other amounts paid by such Borrower in connection with such refunded
Indemnified Taxes or Other Taxes, to such Borrower, net of all out-of-pocket
expenses incurred in obtaining such refund; provided, however,
that each Borrower agrees to promptly return such refund to the Administrative
Agent or the applicable Lender as the case may be, if it receives notice from
the Administrative Agent or applicable Lender that such Administrative Agent or
Lender is required to repay such refund. 
This paragraph shall not be construed to require the Administrative
Agent or any Lender to make available its tax returns (or any other information
that it deems confidential) to the Borrower or any Person.



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(i)            If the Administrative Agent or any Lender is
entitled to an exemption from or reduction in the rate of the imposition,
deduction or withholding of any Indemnified Tax or Other Tax under the laws of
the jurisdiction in which a Foreign Subsidiary Borrower is organized or engaged
in business, or any treaty to which such jurisdiction is a party, with respect
to payments under this Agreement or any other Loan Document, then the
Administrative Agent or such Lender (as the case may be) shall deliver to such
Foreign Subsidiary Borrower or the relevant Governmental Authority, in the
manner and at the time or times prescribed by applicable law or as reasonably
requested by the Foreign Subsidiary Borrower, such properly completed and
executed documentation prescribed by applicable law or reasonably requested by
such Foreign Subsidiary Borrower as will permit such payments to be made
without the imposition, deduction or withholding of such Indemnified Tax or
Other Tax or at a reduced  rate; provided
that the Administrative Agent or such Lender is legally entitled to complete,
execute and deliver such documentation and in its reasonable judgment such
completion, execution or submission would not materially prejudice its
commercial or legal position or require disclosure of information it considers
confidential or proprietary.


Section
2.20.          Payments Generally; Pro Rata Treatment; Sharing
of Set-offs.


(a)           Each
Borrower shall make each payment required to be made by it hereunder or under
any other Loan Document (whether of principal, interest, premium, fees or
reimbursement of LC Disbursements or Foreign Credit Disbursements, or of amounts
payable under Section 2.17, 2.18 or 2.19, or otherwise)
prior to the time expressly required hereunder or under such other Loan
Document for such payment (or, if no such time is expressly required, prior to
12:00 noon, local time), on the date when due, in immediately available funds,
without set-off or counterclaim.  Any
amounts received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon.  All such payments shall be made to the
Administrative Agent at the Administrative Agent’s Office, except as otherwise
expressly provided herein.  The
Administrative Agent shall distribute any such payments received by it for the
account of any other Person to the appropriate recipient promptly following
receipt thereof.  If any payment under
any Loan Document shall be due on a day that is not a Business Day, the date
for payment thereof shall be extended to the next Business Day, and, in the
case of any payment accruing interest, interest thereon shall be payable for
the period ending on such Business Day. 
Except as otherwise specified in this Agreement, each such payment
(other than (i) principal of and interest on Qualified Global Currency Loans
and LC Disbursements denominated in an Alternative Currency, which shall be
made in the applicable Qualified Global Currency or, except as otherwise
specified in Section 2.5(e), Alternative Currency, as the case may be
and (ii) payments in respect of the Foreign Credit Instruments and Foreign
Credit Disbursements thereunder, which shall be made in the currency applicable
to such Foreign Credit Instrument) shall be made in Dollars.


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



 72
 









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


(d)           Unless
the Administrative Agent shall have received notice from a Borrower prior to
the date on which any payment is due to the Administrative Agent for the
account of the Lenders (or any of them) 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 relevant Lenders the amount due.  In such event, if such Borrower has not in
fact made such payment, then each relevant Lender severally agrees to repay to
the Administrative Agent forthwith on demand the amount so distributed to such
Lender with interest thereon, for each day from and including the date such
amount is distributed to it to but excluding the date of payment to the
Administrative Agent, at the greater of the Federal Funds Effective Rate and a
rate determined by the Administrative Agent to represent its cost of overnight
or short-term funds in the relevant currency (which determination shall be
conclusive absent manifest error).


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


Section
2.21.          Mitigation Obligations; Replacement of
Lenders.


(a)           If
any Lender requests compensation under Section 2.17, or if any Borrower
is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.19, then
such Lender shall use reasonable efforts to designate a different lending



 73
 









office for funding or booking its Loans hereunder or to assign its
rights and obligations hereunder to another of its offices, branches or
affiliates, if, in the judgment of such Lender, such designation or assignment
(i) would eliminate or reduce amounts payable pursuant to Section 2.17
or 2.19, as the case may be, in the future and (ii) would not subject
such Lender to any unreimbursed cost or expense and would not otherwise be
disadvantageous to such Lender.  Each
Borrower hereby agrees to pay all reasonable costs and expenses incurred by any
Lender in connection with any such designation or assignment.


(b)           If
(i) any Lender (other than a Foreign Issuing Lender) requests compensation
under Section 2.17, (ii) any Borrower is required to pay any additional
amount to any Lender or any Governmental Authority for the account of any
Lender pursuant to Section 2.19, (iii) any Lender defaults in its
obligation to fund Loans hereunder or (iv) any Lender becomes a “Non-Consenting
Lender” (as defined below), then the Parent Borrower may, at its sole expense
and effort, upon notice to such Lender (other than a Foreign Issuing Lender)
and the Administrative Agent, require such Lender (other than a Foreign Issuing
Lender) to assign and delegate, without recourse (in accordance with and
subject to the restrictions contained in Section 9.4), all its
interests, rights and obligations under this Agreement to an assignee that
shall assume such obligations (which assignee may be another Lender, if a
Lender accepts such assignment); provided that (A) the Parent Borrower
shall have received the prior written consent of the Administrative Agent,
which consent shall not unreasonably be withheld, and the Foreign Trade
Facility Agent in the case of an assignment of a Foreign Credit Commitment, (B)
such Lender shall have received payment of an amount equal to the outstanding
principal of its Loans, participations in Foreign Credit Disbursements,
participations in LC Disbursements and participations Swingline Loans, accrued
interest (and premium, if any) thereon, accrued fees and all other amounts
payable to it hereunder, from the assignee (to the extent of such outstanding
principal and accrued interest and fees) or such Borrower (in the case of all
other amounts) and (C) in the event of a replacement of a Non-Consenting
Lender, in order for the Parent Borrower to be entitled to replace such a
Lender, such replacement must take place no later than 120 days after the date
the Non-Consenting Lender shall have notified the Parent Borrower and the Administrative
Agent of its failure to agree to any requested consent, waiver or
amendment.  A Lender shall not be
required to make any such assignment and delegation if, prior thereto, as a
result of a waiver by such Lender or otherwise, the circumstances entitling a
Borrower to require such assignment and delegation cease to apply.  In the event that (x) the Parent Borrower or
the Administrative Agent has requested the Lenders to consent to a departure or
waiver of any provisions of the Loan Documents or to agree to any amendment
thereto, (y) the consent, waiver or amendment in question requires the
agreement of all Lenders in accordance with the terms of Section 2.6(b)
or Section 9.2 and (z) the Required Lenders have agreed to such consent,
waiver or amendment, then any Lender who does not agree to such consent, waiver
or amendment shall be deemed a “Non-Consenting Lender”.


Section
2.22.          Change in Law.


Notwithstanding any other provision of this
Agreement, if, after the date hereof, (a) any Change in Law shall make it
unlawful for any Issuing Lender to issue Letters of Credit denominated in an
Alternative Currency, or any Global Revolving Lender to make Global Revolving
Loans denominated in a Qualified Global Currency, or any Foreign Issuing Lender
to issue any Foreign Credit Instruments, or (b) there shall have occurred any
change in national or international financial, political or economic conditions
(including the imposition of or any change in exchange controls) or currency
exchange rates that would make it impracticable for any Issuing Lender to issue
Letters of Credit denominated in such Alternative Currency for the account of a
Borrower, or any Global Revolving Lender to make Global Revolving Loans
denominated in a Qualified Global Currency, or any Foreign Issuing Lender to
issue any Foreign Credit Instruments, then by prompt written notice thereof to
the Parent Borrower and to the Administrative Agent (which notice shall be
withdrawn whenever such circumstances no longer exist), (i) such Issuing Lender
may declare that Letters of Credit will not thereafter be issued by it in the
affected



 74
 









Alternative Currency or Alternative Currencies, whereupon the affected
Alternative Currency or Alternative Currencies shall be deemed (for the
duration of such declaration) not to constitute an Alternative Currency for
purposes of the issuance of Letters of Credit by such Issuing Lender, (ii) such
Global Revolving Lender may declare that Global Revolving Loans will not
thereafter be made by it in the affected Qualified Global Currency or Qualified
Global Currencies, whereupon the affected Qualified Global Currency or
Qualified Global Currencies shall be deemed (for the duration of such
declaration) not to constitute an a Qualified Global Currency for purposes of
the making of Global Revolving Loans by such Global Revolving Lender, and (iii)
such Foreign Issuing Lender may declare that such affected Foreign Credit
Instruments will not thereafter be issued by it and the commitment of such
Foreign Issuing Lender to issue such affected Foreign Credit Instruments shall
forthwith be cancelled (for the duration of such declaration).


Section
2.23.          Foreign Subsidiary Borrowers.


(a)           Subject
to the consent of the Administrative Agent and the Global Revolving Lenders
(such consent not to be unreasonably withheld, delayed or conditioned), the
Parent Borrower may designate any Foreign Subsidiary of the Parent Borrower as
a Foreign Subsidiary Borrower under the Global Revolving Facility by delivery
to the Administrative Agent of a Borrowing Subsidiary Agreement executed by
such Subsidiary, the Parent Borrower and the Administrative Agent and upon such
delivery such Subsidiary shall for all purposes of this Agreement be a Foreign
Subsidiary Borrower under the Global Revolving Facility and a party to this
Agreement until the Parent Borrower shall have executed and delivered to the
Administrative Agent a Borrowing Subsidiary Termination with respect to such
Subsidiary, whereupon such Subsidiary shall cease to be a Foreign Subsidiary
Borrower under the Global Revolving Facility. 
Notwithstanding the preceding sentence, no such Borrowing Subsidiary
Termination will become effective as to any Foreign Subsidiary Borrower under
the Global Revolving Facility at a time when any Obligations of such Foreign Subsidiary
Borrower shall be outstanding thereunder or any Letters of Credit issued for
the account of Such Foreign Subsidiary Borrower shall be outstanding (which
shall not have been cash collateralized in a manner consistent with the terms
of Section 2.5(j)); provided that such Borrowing Subsidiary
Termination shall be effective to terminate such Foreign Subsidiary Borrower’s
right to make further borrowings under the Global Revolving Facility.  The Global Revolving Lenders agree that each
Foreign Subsidiary Borrower identified in Part A of Schedule 2.23 is an
acceptable Foreign Subsidiary Borrower under the Global Revolving Facility.


(b)           Subject
to the consent of the Foreign Trade Facility Agent, the Administrative Agent,
the Foreign Issuing Lenders and all of the Lenders with a Foreign Credit
Commitment (such consent not to be unreasonably withheld, delayed or
conditioned), the Parent Borrower may designate any Foreign Subsidiary of the
Parent Borrower as a Foreign Subsidiary Borrower under the Foreign Trade
Facility by delivery to the Foreign Trade Facility Agent and the Administrative
Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary, the
Parent Borrower, the Foreign Trade Facility Agent and the Administrative Agent
and upon such delivery such Subsidiary shall for all purposes of this Agreement
be a Foreign Subsidiary Borrower under the Foreign Trade Facility and a party
to this Agreement until the Parent Borrower shall have executed and delivered
to the Foreign Trade Facility Agent and the Administrative Agent a Borrowing
Subsidiary Termination with respect to such Subsidiary, whereupon such
Subsidiary shall cease to be a Foreign Subsidiary Borrower under the Foreign
Trade Facility.  Notwithstanding the
preceding sentence, no such Borrowing Subsidiary Termination will become
effective as to any Foreign Subsidiary Borrower under the Foreign Trade
Facility at a time when any Obligations of such Foreign Subsidiary Borrower
shall be outstanding thereunder or any Foreign Credit Instruments issued for
the account of such Foreign Subsidiary Borrower shall be outstanding (which
shall not have been cash collateralized or otherwise supported in a manner
consistent with the terms of Section 2.6(o)(iv)), provided that
such Borrowing Subsidiary Termination shall be effective to terminate such



 75
 









Foreign Subsidiary Borrower’s right to request further Foreign Credit
Instruments or other extensions of credit under the Foreign Trade Facility.


(c)           For
the avoidance of doubt, no Foreign Subsidiary Borrower shall be liable for the
Obligations of any other Loan Party.


(d)           The
Administrative Agent shall promptly notify the Global Revolving Lenders of any
Foreign Subsidiary Borrower added pursuant to Section 2.23(a), and the
Foreign Trade Facility Agent shall promptly notify each Foreign Issuing Lender
and Lenders with Foreign Credit Commitments of any Foreign Subsidiary Borrower
added pursuant to Section 2.23(b).


ARTICLE III


 


REPRESENTATIONS AND WARRANTIES


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


Section
3.1.            Organization; Powers.


Each of the Parent Borrower and its Subsidiaries (a)
is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, except, in the case of Subsidiaries, where
the failure to do so, in the aggregate, could not reasonably be expected to
have a Material Adverse Effect, (b) has all requisite power and authority to
carry on its business as now conducted in all material respects and (c) except
where the failure to do so, in the aggregate, could not reasonably be expected
to have a Material Adverse Effect, is qualified to do business in, and is in
good standing in, every jurisdiction where such qualification is required.


Section
3.2.            Authorization; Enforceability.


The Transactions to be entered into by each Loan
Party are within such Loan Party’s corporate powers and have been duly
authorized by all necessary corporate and, if required, stockholder
action.  This Agreement has been duly
executed and delivered by each Borrower and constitutes, and each other Loan
Document to which any Loan Party is to be a party, when executed and delivered
by such Loan Party, will constitute, a legal, valid and binding obligation of
such Borrower or such Loan Party (as the case may be), enforceable against such
Borrower or such other Loan Party, as the case may be, in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
or other laws affecting creditors’ rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding in
equity or at law.


Section
3.3.            Governmental Approvals; No Conflicts.


The Transactions (a) do not require any material
consent or approval of, registration or filing with, or any other action by,
any Governmental Authority, except such as have been obtained or made and are
in full force and effect and except filings necessary to perfect Liens created
under the Loan Documents, (b) will not violate any applicable law or regulation
in any material respect or the charter, by-laws or other organizational
documents of the Parent Borrower or any of its Subsidiaries or any order of any
Governmental Authority, (c) will not violate or result in a default under any
material indenture, agreement or other instrument binding upon the Parent
Borrower or any of its Subsidiaries or its assets, or give rise to a right
thereunder to require any payment to be made by the Parent Borrower or any of
its 



 76
 









Subsidiaries, and (d) will not result in the creation or imposition of
any Lien on any asset of the Parent Borrower or any of its Subsidiaries, except
Liens created under the Loan Documents.


Section
3.4.            Financial Condition; No Material Adverse
Change.


(a)           The
Parent Borrower has heretofore furnished to the Lenders its consolidated
balance sheet and statements of income, stockholders equity and cash flows (i)
as of and for the fiscal year ended December 31, 2006, reported on by Deloitte
& Touche LLP, independent public accountants, and (ii) as of and for the
fiscal quarters and the portion of the fiscal year ended March 31, 2007 and
June 30, 2007, certified by its chief financial officer.  Such financial statements present fairly, in
all material respects, the financial position and results of operations and
cash flows of the Parent Borrower and its consolidated Subsidiaries as of such
dates and for such periods in accordance with GAAP, subject to year-end audit
adjustments and the absence of footnotes in the case of the statements referred
to in clause (ii) above.


(b)           Except
as disclosed in the financial statements referred to above or the notes thereto
or in the Information Memorandum and except for the Disclosed Matters, based on
the facts and circumstances in existence on the Effective Date and taking into
consideration the likelihood of any realization with respect to contingent
liabilities, after giving effect to the Transactions, none of the Parent
Borrower or its Subsidiaries has, as of the Effective Date, any material
contingent liabilities, unusual long-term commitments or unrealized losses.


(c)           Since
December 31, 2006, there has been no development or event that has had or could
reasonably be expected to have a Material Adverse Effect.


Section
3.5.            Properties.


(a)           Each
of the Parent Borrower and its Subsidiaries has good title to, or valid
leasehold interests in, all its real and personal property material to its
business, except as, in the aggregate, could not reasonably be expected to have
a Material Adverse Effect.


(b)           Except
as, in the aggregate, could not reasonably be expected to have a Material
Adverse Effect, each of the Parent Borrower and its Subsidiaries owns, or is
licensed to use, all trademarks, tradenames, copyrights, patents and other
intellectual property material to its business, and the use thereof by the
Parent Borrower and its Subsidiaries does not infringe upon the rights of any
other Person.


Section
3.6.            Litigation and Environmental Matters.


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


(b)           Except
as, in the aggregate, could not reasonably be expected to have a Material
Adverse Effect, neither the Parent Borrower nor any of its Subsidiaries (i) has
failed to comply with any Environmental Law or to obtain, maintain or comply
with any permit, license or other approval required under any Environmental
Law, (ii) has become subject to any Environmental Liability, (iii) has received
notice of any claim with respect to any Environmental Liability or (iv) knows
of any basis for any Environmental Liability.



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Section
3.7.            Compliance with Laws and Agreements.


Each of the Parent Borrower and its Subsidiaries is
in compliance with all laws, regulations and orders of any Governmental
Authority applicable to it or its property and all indentures, agreements and
other instruments binding upon it or its property, except where the failure to
do so, in the aggregate, could not reasonably be expected to have a Material
Adverse Effect.  No Default or Event of
Default has occurred and is continuing.


Section
3.8.            Investment Company Status.


Neither the Parent Borrower nor any of its
Subsidiaries is an “investment company” as defined in, or subject to regulation
under, the Investment Company Act of 1940.


Section
3.9.            Taxes.


Each of the Parent Borrower and its Subsidiaries has
timely filed or caused to be filed all Tax returns and reports required to have
been filed and has paid or caused to be paid all Taxes required to have been
paid by it, except (a) Taxes that are being contested in good faith by
appropriate proceedings and for which the Parent Borrower or such Subsidiary,
as applicable, has set aside on its books adequate reserves or (b) to the
extent that the failure to do so could not reasonably be expected to have a
Material Adverse Effect.


Section
3.10.          ERISA.


No ERISA Event has occurred or is reasonably
expected to occur that, when taken together with all other such ERISA Events
for which liability is reasonably expected to occur, could reasonably be
expected to have a Material Adverse Effect. 
Except to the extent such excess could not reasonably be expected to
have a Material Adverse Effect, the present value of all accumulated benefit
obligations under each Plan (based on the assumptions used for purposes of
Statement of Financial Accounting Standards No. 87) did not, as of the date of
the most recent financial statements reflecting such amounts, exceed the fair
market value of the assets of such Plan, and the present value of all
accumulated benefit obligations of all underfunded Plans (based on the
assumptions used for purposes of Statement of Financial Accounting Standards
No. 87) did not, as of the date of the most recent financial statements
reflecting such amounts, exceed the fair market value of the assets of all such
underfunded Plans.


Section
3.11.          Disclosure.


As of the Effective Date, the Parent Borrower has
disclosed to the Lenders all agreements, instruments and corporate or other
restrictions to which the Parent Borrower or any of its Subsidiaries is
subject, and all other matters known to any of them, that, in the aggregate,
could reasonably be expected to have a Material Adverse Effect.  Neither the Information Memorandum nor any of
the other reports, financial statements, certificates or other information,
taken as a whole, furnished by or on behalf of any Loan Party to any Agent or
any Lender in connection with the negotiation of this Agreement or any other
Loan Document or delivered hereunder or thereunder (as modified or supplemented
by other information so furnished) contains any material misstatement of fact
or omits to state any material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading; provided
that, with respect to projected financial information, the Parent Borrower
represents only that such information was prepared in good faith based upon
assumptions believed to be reasonable at the time.



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Section
3.12.          Subsidiaries.


Schedule 3.12 sets forth the name of, and the direct and
indirect ownership interest of the Parent Borrower in, each Subsidiary of the
Parent Borrower and identifies each Subsidiary that is a Subsidiary Guarantor,
in each case as of the Effective Date after giving effect to the Transactions.


Section
3.13.          Labor Matters.


Except as, in the aggregate, could not reasonably be
expected to have a Material Adverse Effect: 
(a) there are no strikes, lockouts, slowdowns or other labor disputes
against the Parent Borrower or any Subsidiary pending or, to the knowledge of
the Parent Borrower, threatened; (b) the hours worked by and payments made to
employees of the Parent Borrower and the Subsidiaries have not been in
violation of the Fair Labor Standards Act or any other applicable Federal,
state, local or foreign law dealing with such matters; and (c) all payments due
from the Parent Borrower or any Subsidiary, or for which any claim may be made
against the Parent Borrower or any Subsidiary, on account of wages and employee
health and welfare insurance and other benefits, have been paid or accrued as a
liability on the books of the Parent Borrower or such Subsidiary.  The consummation of the Transactions will not
give rise to any right of termination or right of renegotiation on the part of
any union under any collective bargaining agreement to which the Parent
Borrower or any Subsidiary is bound.


Section
3.14.          Solvency.


Immediately after the consummation of the
Transactions to occur on the Effective Date and immediately following the
making of each Loan made on the Effective Date and after giving effect to the
application of the proceeds of such Loans, (a) the fair value of the assets of
the Parent Borrower and its Subsidiaries, taken as a whole, at a fair
valuation, will exceed their debts and liabilities, subordinated, contingent or
otherwise; (b) the present fair saleable value of the property of the Parent
Borrower and its Subsidiaries, taken as a whole, will be greater than the
amount that will be required to pay the probable liability of their debts and
other liabilities, subordinated, contingent or otherwise, as such debts and
other liabilities become absolute and matured; (c) the Parent Borrower and its
Subsidiaries, taken as a whole, will be able to pay their debts and
liabilities, subordinated, contingent or otherwise, as such debts and
liabilities become absolute and matured; and (d) the Parent Borrower and its
Subsidiaries, taken as a whole, will not
have unreasonably small capital with which to conduct the business in which
they are engaged as such business is now conducted and is proposed to be
conducted following the Effective Date.


Section
3.15.          Senior Indebtedness.


At
all times after the issuance of any Subordinated Debt, (a) the Obligations will
constitute “Senior Indebtedness” (or any comparable concept) under and as
defined in the Subordinated Debt Documents and (b) in the event that any
Subsidiary Guarantees the Subordinated Debt, the obligations of such Subsidiary
Guarantor under the Guarantee and Collateral Agreement will constitute “Guarantor
Senior Indebtedness” (or any comparable concept) of such Subsidiary Guarantor
under and as defined in the Subordinated Debt Documents.


Section
3.16.          Security Documents.


The Guarantee and Collateral
Agreement, and, after the occurrence of the Ratings Event, each other Security
Document, is effective to create in favor of the Administrative Agent a legal,
valid and enforceable security interest in the Collateral to the extent
described therein and available under the UCC. 
As of the Effective Date, Schedule 3.16 lists all of the filing
jurisdictions in which UCC-1 Financing Statements are required to be
filed pursuant to the Guarantee and Collateral Agreement.  Upon filing of



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such UCC-1 Financing Statements, the
Guarantee and Collateral Agreement creates a fully perfected Lien on, and
security interest in, all right, title and interest of the Loan Parties in such
Collateral to the extent available under the UCC, as security for the
Obligations (as defined in the Guarantee and Collateral Agreement), in each
case, subject to Permitted Encumbrances or as otherwise permitted by Section
6.3, prior and superior in right to any other Person.


ARTICLE
IV


CONDITIONS


Section
4.1.            Effective Date.


The obligations of the
Lenders to make Loans hereunder, of the Issuing Lenders to issue Letters of
Credit hereunder and of the Foreign Issuing Lenders to issue Foreign Credit
Instruments hereunder shall not become effective until the date on which each
of the following conditions is satisfied:


(a)           Credit Agreement;
Guarantee and Collateral Agreement.  The
Administrative Agent shall have received (i) this Agreement executed and
delivered by the Administrative Agent, the Foreign Trade Facility Agent, the
Parent Borrower and the Lenders, (ii) the Guarantee and Collateral Agreement,
executed and delivered by the Parent Borrower and each Subsidiary Guarantor and
(iii) an Acknowledgement and Consent, substantially in the form attached to the
Guarantee and Collateral Agreement, executed and delivered by each Issuer (as
defined therein) that is not a party to the Guarantee and Collateral Agreement
and that is organized under the laws of Germany or any state or territory thereof.


(b)           Existing Credit
Agreement.  The Administrative Agent shall
have received satisfactory evidence that (i) the Existing Credit Agreement
shall have been terminated and all amounts thereunder shall have been paid in
full and (ii) satisfactory arrangements shall have been made for the
termination of all Liens granted in connection therewith.


(c)           Financial Statements.  The Lenders shall have received (i) audited
consolidated financial statements of the Parent Borrower for the 2005 and 2006
fiscal years and (ii) unaudited interim consolidated financial statements of
the Parent Borrower for each fiscal quarter ended after the date of the latest
applicable financial statements delivered pursuant to clause (i) of this
paragraph as to which such financial statements are available, and such
financial statements shall not, in the reasonable judgment of the Lenders,
reflect any material adverse change in the consolidated financial condition of
the Parent Borrower, as reflected in the financial statements or projections
contained in the Confidential Information Memorandum.


(d)           Projections.  The Lenders shall have received satisfactory
projections (including written assumptions) for the Parent Borrower and its
Subsidiaries.


(e)           Pledged Stock.  The Administrative Agent shall have received
the certificates representing the shares of Capital Stock pledged pursuant to
the Guarantee and Collateral Agreement, together with an undated stock power
for each such certificate executed in blank by a duly authorized officer of the
pledgor thereof.


(f)            Filings,
Registrations and Recordings.  Each document
(including any UCC financing statement) required by the Security Documents or
under law or reasonably requested by the Administrative Agent to be filed,
registered or recorded in order to create in favor of the



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Administrative
Agent, for the benefit of the Lenders, a perfected Lien on the Collateral
described therein, prior and superior in right to any other Person (other than
with respect to Liens expressly permitted by Section 6.3), shall be in
proper form for filing, registration or recordation.


(g)           Legal Opinions.  The Administrative Agent shall have received
legal opinions (addressed to the Agents and the Lenders and dated the Effective
Date) (i) from Fried, Frank, Harris, Shriver & Jacobson LLP, counsel for
the Parent Borrower, and (ii) from Kevin Lilly, General Counsel of the Parent
Borrower.  The Parent Borrower hereby
requests each such counsel to deliver such opinions.


(h)           Closing Certificates.  The Administrative Agent shall have received,
with a counterpart for each Lender, a certificate of each Loan Party, dated the
Effective Date, substantially in the form of Exhibit B, with appropriate
insertions and attachments.


(i)            Fees.  The Administrative Agent, the Foreign Trade
Facility Agent and the Lenders shall have received all fees and other amounts
due and payable on or prior to the Effective Date, including, to the extent
invoiced, reimbursement or payment of all out-of-pocket expenses
(including fees, charges and disbursements of counsel) required to be
reimbursed or paid by any Loan Party hereunder or under any other Loan
Document.


(j)            Consents.  All consents and approvals, if any, required
to be obtained from any Governmental Authority or other Person in connection
with the Transactions shall have been obtained, and all applicable waiting
periods and appeal periods shall have expired, in each case without the
imposition of any burdensome conditions, except to the extent that the failure
to obtain any such consent could not reasonably be expected to have a Material
Adverse Effect.


Without limiting the generality of the provisions of
the last paragraph of Section 9.5, for purposes of determining
compliance with the conditions specified in this Section 4.1, 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 Effective Date specifying its
objection thereto.


Section
4.2.            Each Credit Event.


The obligation of each Lender to make a Loan on
the occasion of any Borrowing, and of the Issuing Lenders and Foreign Issuing
Lenders to issue, amend, renew or extend any Letter of Credit or any Foreign
Credit Instrument, is subject to receipt of the request therefor in accordance
herewith and to the satisfaction of the following conditions:


(a)           The representations and warranties of each Loan
Party set forth in the Loan Documents shall be true and correct in all material
respects on and as of the date of such Borrowing or the date of issuance,
amendment, renewal or extension of such Letter of Credit or Foreign Credit
Instrument, as applicable.


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


(c)           Subject to Section 5.13, in the case of
any initial extension of credit made under the Global Revolving Facility or the
Foreign Trade Facility to a Foreign Subsidiary Borrower, the



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Administrative
Agent shall have received a Foreign Subsidiary Opinion and such other documents
and information with respect to such Foreign Subsidiary Borrower as the
Administrative Agent may reasonably request.


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


ARTICLE V


AFFIRMATIVE COVENANTS


Until the Commitments have expired or been
terminated and the principal of and interest (and premium, if any) on each Loan
and all fees payable hereunder shall have been paid in full and all Letters of
Credit and Foreign Credit Instruments shall have expired (without any pending
drawing) or terminated (or been fully cash collateralized or otherwise
supported in a manner consistent with the terms of Section 2.5(j) or Section
2.6(o)(iv), as applicable) and all LC Disbursements and Foreign Credit
Disbursements shall have been reimbursed, the Parent Borrower covenants and
agrees with the Administrative Agent and the Lenders that:


Section 5.1.            Financial Statements and Other Information.


The Parent Borrower will furnish
to the Administrative Agent, for distribution to the Lenders, and to the
Foreign Trade Facility Agent:


(a)           within 90 days after the end of each fiscal
year of the Parent Borrower, its audited consolidated balance sheet and related
statements of operations, stockholders’ equity and cash flows as of the end of
and for such year, setting forth in each case in comparative form the figures
for the previous fiscal year, all reported on by Deloitte & Touche LLP or
other independent public accountants of recognized national standing (without a
“going concern” or like qualification or exception and without any
qualification or exception as to the scope of such audit) to the effect that
such consolidated financial statements present fairly in all material respects
the financial condition and results of operations of the Parent Borrower and
its consolidated Subsidiaries on a consolidated basis in accordance with GAAP
consistently applied (except as disclosed therein); provided that
delivery within the time period specified above of copies of the Annual Report
on Form 10-K of the Parent Borrower filed with the Securities and Exchange
Commission shall be deemed to satisfy the requirements of this Section
5.1(a);


(b)           within 45 days after the end of each of the
first three fiscal quarters of each fiscal year of the Parent Borrower, its
consolidated balance sheet and related statements of operations for such fiscal
quarter and the then elapsed portion of the fiscal year, and cash flows for the
then elapsed portion of the fiscal year, setting forth in each case in
comparative form the figures for the corresponding period or periods of (or, in
the case of the balance sheet, as of the end of) the previous fiscal year, all
certified by one of its Financial Officers as presenting fairly in all material
respects the financial condition and results of operations of the Parent
Borrower and its consolidated Subsidiaries on a consolidated basis in
accordance with GAAP consistently applied (except as disclosed therein),
subject to normal year-end audit adjustments and the absence of
footnotes; provided that delivery within the time period specified above
of copies of the Quarterly Report on Form 10-Q of the Parent Borrower
filed with the Securities and Exchange Commission shall be deemed to satisfy
the requirements of this Section 5.1(b);



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(c)           concurrently with any delivery of financial
statements under clause (a) or (b) above, a certificate (a “Compliance Certificate”) of a Financial Officer of the Parent Borrower,
substantially in the form of Exhibit M, (i) certifying as to whether a
Default has occurred and, if a Default has occurred, specifying the details
thereof and any action taken or proposed to be taken with respect thereto, (ii)
setting forth reasonably detailed calculations demonstrating compliance with Section
6.1, (iii) stating whether any change in GAAP or in the application thereof
has occurred since the date of the Parent Borrower’s audited financial
statements referred to in Section 3.4 and, if any such change has occurred,
specifying the effect of such change on the financial statements accompanying
such certificate and (iv) with respect to any Permitted Acquisition for which
the aggregate Consideration is greater than or equal to $100,000,000 and for
which a certificate has not been previously delivered to the Administrative
Agent as required by the definition of Permitted Acquisition, certifying as to
the matters specified in clause (a) of the proviso in such definition;


(d)           concurrently with any delivery of financial statements
under clause (a) above, a certificate of the accounting firm that reported on
such financial statements stating whether they obtained knowledge during the
course of their examination of such financial statements of any Default or
Event of Default (which certificate may be limited to the extent required by
accounting rules or guidelines);


(e)           not later than 60 days after the commencement
of each fiscal year of the Parent Borrower, a consolidated budget for such
fiscal year (including a projected consolidated balance sheet and related
statements of projected operations and cash flow as of the end of and for such
fiscal year and setting forth the assumptions used for purposes of preparing
such budget) and, promptly when available, any significant revisions of such
budget;


(f)            [reserved];


(g)           promptly after the same become publicly
available, copies of all periodic and other reports, proxy statements and other
materials filed by the Parent Borrower or any Subsidiary with the Securities
and Exchange Commission, or any Governmental Authority succeeding to any or all
of the functions of said Commission, or with any national securities exchange,
or distributed by the Parent Borrower to its shareholders generally, as the
case may be; and


(h)           promptly following any request therefor, such
other information regarding the operations, business affairs, financial
condition and identity of the Parent Borrower or any Subsidiary, or compliance
with the terms of any Loan Document, as any Agent or any Lender may reasonably
request, including any request made by a Lender as contemplated by Section
9.15.


The Parent Borrower hereby
acknowledges that (a) the Administrative Agent and/or BAS will make available
on a confidential basis to the Foreign Trade Facility Agent, the Lenders, the
Issuing Lenders and the Foreign Issuing Lenders materials and/or information
provided by or on behalf of the Parent Borrower hereunder (collectively, the “Borrower
Materials”) by posting the Parent Borrower 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 Parent Borrower
or its 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 Person’s securities.  The
Parent Borrower hereby agrees that (w) all Borrower Materials that are to be
made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC”
which, at a



 83
 









minimum, shall mean that the word “PUBLIC” shall
appear prominently on the first page thereof; (x) by marking Borrower Materials
“PUBLIC,” the Parent Borrower shall be deemed to have authorized the
Administrative Agent and BAS to treat such Borrower Materials as not containing
any material non-public information with respect to the Parent Borrower or its
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 9.11); (y)
all Borrower Materials marked “PUBLIC” are permitted to be made available
through a portion of the Platform designated as “Public Investor;” and (z) the
Administrative Agent and BAS shall be entitled to (and agree to) treat any
Borrower Materials that are not marked “PUBLIC” as being suitable only for
posting on a portion of the Platform not marked as “Public Investor.”  Notwithstanding the foregoing, the Parent
Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC”.


Section 5.2.            Notices of Material Events.


The Parent Borrower will
furnish to the Administrative Agent, for distribution to the Lenders, and to
the Foreign Trade Facility Agent prompt written notice, upon any Financial
Officer having knowledge of the following:


(a)           the occurrence of any Default or Event of
Default;


(b)           the filing or commencement of any action, suit
or proceeding by or before any arbitrator or Governmental Authority against or
affecting the Parent Borrower or any Affiliate thereof that could reasonably be
expected to have a Material Adverse Effect;


(c)           the occurrence of any ERISA Event that, alone
or together with any other ERISA Events that have occurred, could reasonably be
expected to result in liability of the Parent Borrower and its Subsidiaries in
an aggregate amount exceeding $50,000,000;


(d)           after the occurrence of the Ratings Event, any
casualty or other insured damage to any material portion of any Collateral or
the commencement of any action or proceeding for the taking of any material
portion of the Collateral or interest therein under power of eminent domain or
by condemnation or similar proceeding that could reasonably be expected to
reduce the value of the Collateral by an aggregate amount in excess of
$50,000,000; and


(e)           any development that has resulted in, or could
reasonably be expected to have, a Material Adverse Effect.


Each notice delivered under
this Section shall be accompanied by a statement of a Financial Officer or
other executive officer of the Parent Borrower setting forth the details of the
event or development requiring such notice and any action taken or proposed to
be taken with respect thereto.


Section 5.3.            Information Regarding Collateral.


(a)           The Parent Borrower
will furnish to the Administrative Agent prompt written notice of any change
(i) in any Loan Party’s corporate name, (ii) in the jurisdiction of
organization of any Loan Party, (iii) in any Loan Party’s identity or corporate
structure or (iv) in any Loan Party’s Federal Taxpayer Identification
Number.  Unless the Parent Borrower shall
have provided to the Administrative Agent at least 15 days’ prior written
notice of any such change, the Parent Borrower agrees not to effect or permit
any change referred to in the preceding sentence until such time as all filings
have been made under the UCC or otherwise that are required in order for the
Administrative Agent to continue at all times



 84
 









following such change to have a valid, legal
and perfected security interest in all the Collateral to the same extent as
before such change.


(b)           On each Collateral
Date, the Parent Borrower shall deliver to the Administrative Agent a
certificate of a Financial Officer of the Parent Borrower setting forth (i) the
information required by Section 5.11 and (ii) a summary of any change
referred to in the first sentence of paragraph (a) above that has occurred
since the immediately preceding Collateral Date (or, in the case of the first
Collateral Date, since the Effective Date).


Section 5.4.            Existence; Conduct of Business.


The Parent Borrower will,
and will cause each of its Subsidiaries to, do or cause to be done all things
necessary to preserve, renew and keep in full force and effect its legal
existence and the rights, licenses, permits, privileges, franchises, patents,
copyrights, trademarks and trade names material to the conduct of its business,
except to the extent that the failure to do so could not reasonably be expected
to have a Material Adverse Effect; provided that the foregoing shall not
prohibit any merger, consolidation, liquidation or dissolution permitted under Section
6.4.


Section 5.5.            Payment of Obligations.


The Parent Borrower will,
and will cause each of its Subsidiaries to, pay its material Indebtedness and
other obligations, including material Tax liabilities, before the same shall
become delinquent or in default, except where (a) the validity or amount
thereof is being contested in good faith by appropriate proceedings, (b) the
Parent Borrower or such Subsidiary has set aside on its books adequate reserves
with respect thereto in accordance with GAAP, (c) such contest effectively
suspends collection of the contested obligation and the enforcement of any Lien
securing such obligation and (d) the failure to make payment pending such
contest could not reasonably be expected to have a Material Adverse Effect.


Section 5.6.            Maintenance of Properties.


The Parent Borrower will,
and will cause each of its Subsidiaries to, keep and maintain all property
material to the conduct of its business in good condition, ordinary
obsolescence, wear and tear excepted and except where the failure to do so, in
the aggregate, could not reasonably be expected to have a Material Adverse
Effect.


Section 5.7.            Insurance.


The Parent Borrower will,
and will cause each of its Subsidiaries to, maintain, with financially sound
and reputable insurance companies (a) insurance in such amounts (with no
greater risk retention) and against such risks as are customarily maintained by
companies of established repute engaged in the same or similar businesses
operating in the same or similar locations and (b) all insurance required to be
maintained pursuant to the Security Documents. 
The Parent Borrower will furnish to the Lenders, upon request of the
Administrative Agent, information in reasonable detail as to the insurance so
maintained.


Section 5.8.            Books and Records; Inspection and Audit
Rights.


The Parent Borrower will,
and will cause each of its Subsidiaries to, keep proper books of record and
account in which full, true and correct entries are made of all dealings and
transactions in relation to its business and activities.  The Parent Borrower will, and will cause each
of its Subsidiaries to, permit any representatives designated by any Agent or
any Lender, upon reasonable prior notice, to visit and inspect its properties,
to examine and make extracts from its books and records, and to discuss its
affairs,



 85
 









finances and condition with its officers and
independent accountants, all at such reasonable times and as often as
reasonably requested.


Section 5.9.            Compliance with Laws and Contractual
Obligations.


The Parent Borrower will,
and will cause each of its Subsidiaries to, comply with all laws, rules,
regulations and orders of any Governmental Authority (including Environmental
Laws) and all Contractual Obligations applicable to it or its property, except
where the failure to do so, in the aggregate, could not reasonably be expected
to have a Material Adverse Effect.


Section 5.10.          Use of Proceeds and Letters of Credit and
Foreign Credit Instruments.


The proceeds of the Term Loans, the Domestic
Revolving Loans and the Global Revolving Loans will be used (a) to refinance
indebtedness under the Existing Credit Agreement and (b) for working capital,
capital expenditures and other lawful corporate purposes of the Parent Borrower
and its Subsidiaries, including Permitted Acquisitions, Investments and
Restricted Payments permitted hereby.  The Letters of Credit will be used to issue
financial and performance letters of credit requested by any Borrower on behalf
of itself or any of its Subsidiaries. 
The Foreign Credit Instruments will be used only for the operational
business of the Parent Borrower and its Subsidiaries; provided that no
Foreign Credit Instrument may be issued for the benefit of financial
creditors.  No part of the proceeds of
any Loan will be used, whether directly or indirectly, for any purpose that
entails a violation of any of the Regulations of the Board, including
Regulations U and X.


Section 5.11.          Additional Collateral.


(a)           On each Collateral
Date, the Parent Borrower will notify the Administrative Agent of the identity
of any Wholly Owned Subsidiary that is not already a Subsidiary Guarantor and
promptly after such Collateral Date will (i) in the case of each such
Subsidiary that is a Material Subsidiary, cause such Subsidiary (unless it is a
Foreign Subsidiary (or a Subsidiary thereof) or a Receivables Entity) to become
a “Subsidiary Guarantor” and a “Grantor” under the Guarantee and Collateral
Agreement and, after the occurrence of the Ratings Event, each other relevant
Security Document, (ii) cause the Capital Stock of such Wholly Owned Subsidiary
to be pledged pursuant to the Guarantee and Collateral Agreement (except that,
(A) if such Subsidiary is a Foreign Subsidiary (or a Subsidiary thereof), no
Capital Stock of such Subsidiary shall be pledged unless such Subsidiary is a
Material Subsidiary that is directly owned by the Parent Borrower or a Domestic
Subsidiary, and then the amount of voting stock of such Subsidiary to be
pledged pursuant to the Guarantee and Collateral Agreement shall be limited to
65% of the outstanding shares of voting stock of such Subsidiary, (B) if such
Subsidiary is a Receivables Entity, no shares of Capital Stock of such
Subsidiary shall be pledged if the documentation relating to the Receivables
sale, factoring or securitization to which such Receivables Entity is a party
expressly prohibits such pledge and (C) if the pledge of the Capital Stock of
any such Wholly Owned Subsidiary would result in a violation of any laws,
regulations or orders of any Governmental Authority, no shares of the Capital
Stock of such Subsidiary shall be pledged) and (iii) except in the case of a
Foreign Subsidiary (or a Subsidiary thereof) or a Receivables Entity, take all
steps required pursuant to this Section 5.11, Section 5.12 and
the relevant Security Documents to create and perfect Liens in the relevant
property of such Subsidiary; provided that the Parent Borrower and its
Subsidiaries shall not be required to comply with the requirements of this Section 5.11(a)
if the Administrative Agent, in its sole discretion, determines that the cost
of such compliance is excessive in relation to the value of the collateral
security to be afforded thereby.


(b)          Promptly, and in any
event within 30 days (or such longer period as is reasonably acceptable to the
Administrative Agent), following the first date on which the corporate family
rating of the Parent Borrower from Moody’s is “Ba2” or less and the corporate
credit rating of the Parent Borrower



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from S&P is “BB” or less (such date, the “Ratings
Event”), the Parent Borrower shall (i) execute and deliver, and cause each
Subsidiary Guarantor to execute and deliver, to the Administrative Agent
security documents, in form and substance reasonably satisfactory to the
Administrative Agent, pursuant to which the Parent Borrower and each Subsidiary
Guarantor shall grant to the Administrative Agent, for the benefit of the
Lenders, a security interest in all property of such Person (including any
parcel of owned domestic real property having a fair market value in excess of
$10,000,000 but excluding (A) all other real property, (B) Capital Stock not
required to be pledged pursuant to Section 5.11(a), (C) assets that
cannot be pledged as collateral because the pledge thereof would result in a
default, breach or other violation of then existing Contractual Obligations or
laws, regulations or orders of any Governmental Authority and (D) those assets
that are, in the reasonable judgment of the Administrative Agent, customarily
excluded from security documents) that is not already subject to a perfected
first priority Lien (except as permitted by Section 6.3) in favor of the
Administrative Agent and (ii) take, and cause the relevant Subsidiaries to
take, such actions as shall be necessary or reasonably requested by the
Administrative Agent to grant and perfect such Liens, including actions
described in Section 5.12, all at the expense of the Loan Parties; provided
that the Parent Borrower and its Subsidiaries shall not be required to comply
with the requirements of this Section 5.11(b) if the Administrative
Agent, in its sole discretion, determines that the cost of such compliance is
excessive in relation to the value of the collateral security to be afforded
thereby.


(c)           If, as of any
Collateral Date following the Ratings Event, any property of the Parent
Borrower, any Subsidiary Guarantor that is a “Grantor” under any Security
Document or any Subsidiary that is required to become a “Grantor” pursuant to Section
5.11(a) is not already subject to a perfected first priority Lien (except
to the same extent as not required pursuant to Section 5.11(b) or as
permitted by Section 6.3) in favor of the Administrative Agent, the
Parent Borrower will notify the Administrative Agent thereof, and, promptly
after such Collateral Date, will cause such assets to become subject to a Lien
under the relevant Security Documents and will take, and cause the relevant
Subsidiary to take, such actions as shall be necessary or reasonably requested
by the Administrative Agent to grant and perfect such Liens, including actions
described in Section 5.12, all at the expense of the Loan Parties; provided
that the Parent Borrower and its Subsidiaries shall not be required to comply
with the requirements of this Section 5.11(c) if the Administrative
Agent, in its sole discretion, determines that the cost of such compliance is
excessive in relation to the value of the collateral security to be afforded
thereby.


(d)          Notwithstanding
anything to the contrary in this Section 5.11 or any other Loan
Document, prior to the occurrence of the Ratings Event, no property other than
Capital Stock (subject to the exceptions specified in Section 5.11(a))
shall be required to become Collateral.


(e)           Promptly, and in any
event within 30 days (or such longer period as is reasonably acceptable to the
Administrative Agent), following the first date after the Release Date on which
the corporate family rating of the Parent Borrower from Moody’s is “Ba2” or
less and the corporate credit rating of the Parent Borrower from S&P is “BB”
or less, the Parent Borrower shall (i) execute and deliver, and cause each
Subsidiary Guarantor to execute and deliver, to the Administrative Agent
security documents, in form and substance reasonably satisfactory to the
Administrative Agent, pursuant to which the Parent Borrower and each Subsidiary
Guarantor shall grant to the Administrative Agent, for the benefit of the
Lenders, a security interest in all property (and types of property) of such
Person that constituted Collateral under the Guarantee and Collateral Agreement
as in effect immediately prior to the Release Date (and, for the avoidance of
doubt, shall not include Capital Stock not required to be pledged pursuant to Section
5.11(a)) and (ii) take, and cause the relevant Subsidiaries to take, such
actions as shall be necessary or reasonably requested by the Administrative
Agent to grant and perfect such Liens, including actions described in Section
5.12, all at the expense of the Loan Parties.



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(f)           Notwithstanding
anything to the contrary in this Section 5.11 or any other Loan
Document, the Administrative Agent and the Lenders shall not have Liens on (and
shall, at the request and expense of the Parent Borrower, timely release any
purported Liens on): (i) the assets transferred to a Receivables Entity and
assets of such Receivables Entity, (ii) the Receivables and related assets (of
the type specified in the definition of “Qualified Receivables Transaction”)
transferred, or in respect of which security interests are granted, pursuant to
a Qualified Receivables Transaction, (iii) if the documentation relating to the
Receivables sale, factoring or securitization to which such Receivables Entity
is a party expressly prohibits such a Lien, the Capital Stock or debt (whether
or not represented by promissory notes) of or issued by a Receivables Entity to
the Parent Borrower or any of its Subsidiaries, in each case in connection with
a Qualified Receivables Transaction permitted by Section 6.6(c) and (iv)
Capital Stock not required to be pledged pursuant to Section 5.11(a), (b)
or (c).


Section 5.12.          Further Assurances.


The Parent Borrower will,
and will cause each of the Subsidiaries to, execute any and all further
documents, financing statements, agreements and instruments, and take all such
further actions (including the filing and recording of financing statements,
fixture filings, mortgages, deeds of trust and other documents), which may be
required under any applicable law, or which the Administrative Agent may
reasonably request, to effectuate the transactions contemplated by the Loan
Documents or to grant, preserve, protect or perfect the Liens created or
intended to be created by the Security Documents or the validity or priority of
any such Lien, all at the expense of the Loan Parties.  The Parent Borrower also agrees to provide to
the Administrative Agent, from time to time upon request, evidence reasonably
satisfactory to the Administrative Agent as to the perfection and priority of
the Liens created or intended to be created by the Security Documents.


Section 5.13.          Post-Closing Obligations.


Within 60 days of the Effective Date (or such later
date as determined by the Agents), the Parent Borrower will, for each Foreign Subsidiary Borrower listed on Schedule
2.23 as of the Effective Date, deliver or cause to be delivered to
each Agent a Foreign Subsidiary Opinion
with respect to each such Foreign Subsidiary Borrower in form and
substance reasonably satisfactory to each Agent.


ARTICLE VI


NEGATIVE COVENANTS


Until the Commitments have expired or terminated and
the principal of and interest (and premium, if any) on each Loan and all fees
payable hereunder have been paid in full and all Letters of Credit and Foreign
Credit Instruments have expired (without any pending drawing) or terminated (or
been fully cash collateralized or otherwise supported in a manner consistent
with the terms of Section 2.5(j) or Section 2.6(o)(iv), as
applicable) and all LC Disbursements and Foreign Credit Disbursements shall
have been reimbursed, the Parent Borrower covenants and agrees with the Lenders
that:


Section 6.1.            Financial Condition Covenants.


(a)  Consolidated Leverage Ratio.  The Parent Borrower will not permit the
Consolidated Leverage Ratio as at the last day of any period of four
consecutive fiscal quarters of the Parent Borrower to exceed 3.25 to 1.00.



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(b)           Consolidated Interest
Coverage Ratio.  The Parent Borrower will not
permit the Consolidated Interest Coverage Ratio for any period of four
consecutive fiscal quarters of the Parent Borrower to be less than 3.50 to
1.00.


Section 6.2.            Indebtedness.


The Parent Borrower will
not, and will not permit any Subsidiary to, create, incur, assume
(collectively, “Incur”) or permit to exist (except as provided below)
any Indebtedness, except:


(a)           Indebtedness created under the Loan Documents;


(b)           subordinated debt of the Parent Borrower
(including any subordinated debt which extends, renews, replaces or is in
exchange for existing subordinated debt of the Parent Borrower), so long as (i)
such Indebtedness has no scheduled principal payments prior to the date that is
six months after the latest maturity date then in effect for Loans hereunder,
(ii) the covenants and defaults, taken as a whole, contained in the
Subordinated Debt Documents are not materially more restrictive than those
contained in this Agreement, as agreed to by the Administrative Agent acting
reasonably, and (iii) the Subordinated Debt Documents contain subordination
terms that are no less favorable in any material respect to the Lenders than
those applicable to offerings of “high-yield” subordinated debt by
similar issuers of similar debt at or about the same time, as agreed to by the
Administrative Agent acting reasonably;


(c)           Indebtedness existing on the Effective Date and
set forth in Schedule 6.2 and extensions, renewals and replacements
of any such Indebtedness that do not increase the outstanding principal amount
thereof;


(d)           Indebtedness of the Parent Borrower to any
Subsidiary and of any Subsidiary to the Parent Borrower or any other
Subsidiary; provided that Indebtedness pursuant to this
paragraph (d) of any Subsidiary that is not a Wholly Owned Subsidiary
Guarantor shall be subject to Section 6.5;


(e)           Indebtedness relating to reimbursement and
related obligations in connection with surety, indemnity, performance,
warranty, release and appeal bonds or instruments, bank guarantees, letters of
credit, and guarantees of any of the foregoing in each case supporting
obligations not constituting Indebtedness for borrowed money and obtained in
the ordinary course of business;


(f)            Guarantees by the
Parent Borrower of Indebtedness of any Subsidiary and by any Subsidiary of
Indebtedness of the Parent Borrower or any other Subsidiary; provided
that (i) Guarantees pursuant to this paragraph (f) of Indebtedness of any
Subsidiary that is not a Wholly Owned Subsidiary Guarantor shall be subject to Section
6.5, (ii) a Subsidiary shall not Guarantee the Indebtedness of any Loan
Party unless such Subsidiary has also Guaranteed the Obligations pursuant to
the Guarantee and Collateral Agreement and (iii) Guarantees pursuant to this
paragraph (f) of Subordinated Debt shall be subordinated to the Guarantee of
the Obligations pursuant to the Guarantee and Collateral Agreement on terms no
less favorable to the Lenders than the subordination provisions of the
Subordinated Debt;


(g)            (i)           Indebtedness of the Parent Borrower or any
Subsidiary Incurred to finance the acquisition, construction or improvement of
any fixed or capital assets, including Capital Lease Obligations and any
Indebtedness assumed in connection with the acquisition of any such assets or
secured by a Lien on any such assets prior to the acquisition thereof, and



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extensions,
renewals and replacements of any such Indebtedness that do not increase the
outstanding principal amount thereof; provided that such Indebtedness
(other than any such extension, renewal or replacement) is Incurred prior to or
within 90 days after such acquisition or the completion of such construction or
improvement and (ii) Attributable Debt in connection with Sale/Leaseback
Transactions involving fixed or capital assets, in the case of either
clause (i) or (ii) if at the time of Incurrence thereof, after giving
effect thereto, the aggregate principal amount of all Specified Indebtedness
shall not exceed an amount equal to 15% of the Total Consolidated Assets;


(h)           Indebtedness of any Person that becomes a
Subsidiary after the Effective Date and extensions, renewals and replacements
of any such Indebtedness that do not increase the outstanding principal amount
thereof; provided that (i) such Indebtedness (other than any such
extension, renewal or replacement) exists at the time such Person becomes a
Subsidiary and is not created in contemplation of or in connection with such
Person becoming a Subsidiary and (ii) at the time of Incurrence thereof, after
giving effect thereto, the aggregate principal amount of all Specified
Indebtedness shall not exceed an amount equal to 15% of the Total Consolidated
Assets;


(i)            Indebtedness to
finance the general working capital needs of the Parent Borrower and its
Subsidiaries, Incurred after the Domestic Revolving Maturity Date and the
Global Revolving Maturity Date, in an aggregate principal amount not to exceed
the amount of the total Revolving Commitments as in effect immediately prior to
such date; provided that (i) the Revolving Commitments shall have been or
shall concurrently be terminated, the Domestic Revolving Loans, Global
Revolving Loans and Swingline Loans shall have been or shall concurrently be
repaid in full, all LC Disbursements shall have been repaid in full and all
Letters of Credit shall have been or shall concurrently be cancelled or
replaced or cash collateralized or other arrangements reasonably satisfactory
to the Administrative Agent and the applicable Issuing Lenders shall have been
made and (ii) the terms and conditions of such replacement working capital
facility (including any arrangements for sharing of collateral) shall be
reasonably satisfactory to the Required Lenders (determined after giving effect
to the termination of the Revolving Commitments);


(j)            Indebtedness relating
to reimbursement and related obligations in connection with letters of credit,
bank guarantees or surety instruments obtained in the ordinary course of
business, and guarantees of the foregoing, in an aggregate face amount not
exceeding $150,000,000 at any time outstanding (which may be secured); provided
that, in the case of any such Indebtedness that is secured, at the time of
Incurrence thereof, after giving effect thereto, the aggregate principal amount
of all Specified Indebtedness shall not exceed an amount equal to 15% of the
Total Consolidated Assets;


(k)           Indebtedness of Foreign Subsidiaries and any
other Subsidiary that is not a Loan Party; provided that, at the time of
Incurrence thereof, after giving effect thereto, the aggregate principal amount
of all Specified Indebtedness shall not exceed an amount equal to 15% of the
Total Consolidated Assets (with the amount of Indebtedness under overdraft
lines or cash management facilities being determined net of cash held for the
benefit of the relevant Subsidiary by the institution creating such overdraft
or cash management facility);


(l)            unsecured
Indebtedness of the Parent Borrower (and any unsecured Guarantees of such
Indebtedness by Subsidiary Guarantors to the extent permitted by Section
6.2(f)) and any extensions, renewals and replacements of any such
Indebtedness that are Incurred by the Parent Borrower, that are unsecured and
that do not increase the outstanding principal amount of such



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Indebtedness
(and any unsecured Guarantees of such Indebtedness by Subsidiary Guarantors to
the extent permitted by Section 6.2(f)); provided that, with
respect to all Indebtedness permitted by this paragraph (1) (including any
extension, renewal or replacement thereof), (i) such Indebtedness has no
scheduled principal payments prior to the latest maturity date then in effect
for Loans hereunder, (ii) the covenants and defaults, taken as a whole,
contained in the documentation for such Indebtedness are not materially more
restrictive than those contained in this Agreement, as agreed to by the
Administrative Agent acting reasonably, (iii) no Default or Event of Default
shall have occurred and be continuing, or would occur after giving effect to
the Incurrence of such Indebtedness, and (iv) the Parent Borrower shall be in
compliance, on a pro  forma basis after giving effect to the
Incurrence of such Indebtedness, with the covenants contained in Section 6.1,
in each case recomputed as at the last day of the most recently ended fiscal
quarter of the Parent Borrower for which the relevant information is available
as if such Incurrence had occurred on the first day of each relevant period for
testing such compliance (as demonstrated in a certificate of a Financial
Officer delivered to the Administrative Agent not more than two Business Days
prior to such Incurrence);


(m)          Receivables Transaction Attributed Indebtedness
and all yield, interest, fees, indemnities and other amounts related thereto; provided
that the related Qualified Receivables Transaction shall be subject to Section
6.6(c);


(n)           Hedging Agreements, so long as such agreements
are not entered into for speculative purposes;


(o)           Indebtedness, and any extensions, renewals and
replacements of any such Indebtedness, incurred in connection with the Chinese
Loan Facility in an aggregate principal amount not exceeding $50,000,000 at any
time outstanding;


(p)           other Indebtedness of any Loan Party in an
aggregate principal amount not exceeding $200,000,000 at any time outstanding; provided
that, in the case of any such Indebtedness that is secured, at the time of
Incurrence thereof, after giving effect thereto, the aggregate principal amount
of all Specified Indebtedness shall not exceed an amount equal to 15% of the
Total Consolidated Assets; and


(q)           Indebtedness relating to reimbursement and
related obligations in connection with letters of credit, bank guarantees or
other credit instruments issued for the account of SPX Corporation (China) Co.,
Ltd. or any other Chinese Subsidiary pursuant to a facility or facilities (a “Chinese
Credit Instrument Facility”) provided by one or more financial
institutions; provided, that the aggregate face amount of outstanding letters
of credit, bank guarantees or other credit instruments under Chinese Credit
Instrument Facility or Facilities, together with the aggregate face amount of
outstanding Foreign Credit Instruments and Joint Signature Foreign Credit
Instruments issued pursuant to Section 2.6 (but without duplication of
outstanding Foreign Credit Instruments and Joint Signature Foreign Credit Instruments
issued to support such Chinese Credit Instrument Facility or Facilities) shall
not exceed $950,000,000.


Section 6.3.            Liens.


The Parent Borrower will
not, and will not permit any Subsidiary to, Incur or permit to exist any Lien
on any property or asset now owned or hereafter acquired by it, or assign or
sell any income or revenues (including Receivables) or rights in respect of any
thereof, except:


(a)           Liens created under the Loan Documents;



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(b)           Permitted Encumbrances;


(c)           any Lien on any property or asset of the Parent
Borrower or any Subsidiary existing on the Effective Date and set forth in Schedule 6.3;
provided that (i) such Lien shall not apply to any other property or
asset of the Parent Borrower or any Subsidiary (other than improvements, accessions,
proceeds, dividends or distributions in respect thereof and assets fixed or
appurtenant thereto) and (ii) such Lien shall secure only those obligations
which it secures on the Effective Date and extensions, renewals and
replacements thereof that do not increase the outstanding principal amount
thereof;


(d)           any Lien existing on any property prior to the
acquisition thereof by the Parent Borrower or any Subsidiary or existing on any
property of any Person that becomes a Subsidiary after the date hereof prior to
the time such Person becomes a Subsidiary; provided that (i) such Lien
is not created in contemplation of or in connection with such acquisition or
such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not
apply to any other property of the Parent Borrower or any Subsidiary (other
than improvements, accessions, proceeds, dividends or distributions in respect
thereof and assets fixed or appurtenant thereto) and (iii) such Lien shall
secure only those obligations which it secures on the date of such acquisition
or the date such Person becomes a Subsidiary, as the case may be, and
extensions, renewals and replacements thereof that do not increase the
outstanding principal amount thereof;


(e)           Liens on fixed or capital assets acquired,
constructed or improved by the Parent Borrower or any Subsidiary; provided
that (i) such Liens secure Indebtedness permitted by Section 6.2(g),
(ii) such Liens and the Indebtedness secured thereby (other than extensions,
renewals and replacements) are Incurred prior to or within 90 days after such
acquisition or the completion of such construction or improvement, (iii) the
Indebtedness secured thereby does not exceed 100% of the cost of acquiring,
constructing or improving such fixed or capital assets and (iv) such Liens
shall not apply to any other property or assets of the Parent Borrower or any
Subsidiary (other than improvements, accessions, proceeds, dividends or
distributions in respect thereof and assets fixed or appurtenant thereto);


(f)            Liens on the property
or assets of a Person that becomes a Subsidiary after the Effective Date
securing Indebtedness permitted by Section 6.2(h);  provided that (i) such Liens existed
at the time such Person became a Subsidiary and were not created in contemplation
t thereof, (ii) any such Lien is not expanded to cover any property or assets
of such Person after the time such Person becomes a Subsidiary and (iii) any
such Lien shall secure only those obligations which it secures on the Effective
Date and extensions, renewals and replacements thereof that do not increase the
outstanding principal amount thereof;


(g)           Liens securing Indebtedness permitted by Section
6.2(i); provided that, if any such Liens are on property that is not
Collateral, then, contemporaneously with the Incurrence of such Liens,
effective provision is made to secure the Obligations equally and ratably with
the Indebtedness secured by such Liens for so long as such Indebtedness is so
secured;


(h)           Liens securing Indebtedness permitted by Section
6.2(j).


(i)            Liens on property of
any Foreign Subsidiary or any other Subsidiary that is not a Loan Party
securing Indebtedness of such Subsidiary permitted by Section 6.2(k);



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(j)            Liens on assets
transferred to a Receivables Entity or other Person in connection with a
Qualified Receivables Transaction or on assets of a Receivables Entity, in each
case Incurred in connection with a Qualified Receivables Transaction securing
Indebtedness permitted by Section 6.2(m);


(k)           Liens securing Indebtedness expressly permitted
to be secured by Section 6.2(p); provided that the aggregate book
value (determined as of the date such Loan is incurred) of the assets subject
thereto does not exceed (as to the Parent Borrower and all Subsidiaries)
$200,000,000 at any one time; and


(l)            Liens securing
obligations or liabilities (other than Indebtedness) in an amount not to exceed
$50,000,000.


It is understood that Liens
pursuant to Sections 6.3(d), (e), (f),  (g),  (h), (i), (j)
and (k) may be Incurred only to the extent the corresponding
Indebtedness is expressly permitted to be Incurred pursuant to Section 6.2.


Section 6.4.            Fundamental Changes.


The Parent Borrower will
not, and will not permit any Subsidiary to, merge into or consolidate with any
other Person, or permit any other Person to merge into or consolidate with it,
or liquidate or dissolve, except that, if at the time thereof and immediately
after giving effect thereto no Default or Event of Default shall have occurred
and be continuing;


(a)           any Person may merge into the Parent Borrower
in a transaction in which the Parent Borrower is the surviving corporation;


(b)           any Person may merge or consolidate with any
Wholly Owned Subsidiary Guarantor so long as the surviving entity is or becomes
a Wholly Owned Subsidiary Guarantor;


(c)           any Subsidiary may Dispose of its assets to the
Parent Borrower or any Wholly Owned Subsidiary Guarantor pursuant to a
transaction of liquidation or dissolution;


(d)           the Parent Borrower or any Subsidiary may
Dispose of any Subsidiary pursuant to a merger of such Subsidiary in a
Disposition permitted by Section 6.6;


(e)           any Foreign Subsidiary or other Subsidiary that
is not a Subsidiary Guarantor (x) may merge or consolidate with any other
Person so long as the surviving entity is a Subsidiary; provided that in
the case of a merger or consolidation involving a Foreign Subsidiary Borrower,
the surviving entity is a Borrower) or (y) Dispose of its assets to any other
Subsidiary pursuant to a transaction of liquidation or dissolution; and


(f)            the Parent Borrower
may merge or consolidate into any other Person so long as (i) the surviving
entity assumes all the Obligations of the Parent Borrower hereunder and under
the other Loan Documents pursuant to a written agreement satisfactory to the
Administrative Agent, (ii) the surviving entity is organized under the laws of
a jurisdiction within the United States of America, (iii) no Default or Event
of Default shall have occurred and be continuing, or would occur after giving
effect to such merger, (iv) the Parent Borrower shall be in compliance, on a pro
forma basis after giving effect to such merger or consolidation, as
applicable, with the covenants contained in Section 6.1, in each case
recomputed as at the last day of the most recently ended fiscal quarter of the
Parent Borrower for which the relevant information is



 93
 









available
as if such merger or consolidation had occurred on the first day of each
relevant period for testing such compliance (as demonstrated in a certificate
of a Financial Officer delivered to the Administrative Agent at least ten
Business Days prior to such merger or consolidation) and (v) all filings have
been made under the UCC or otherwise that are required in order for the
Administrative Agent to continue at all times following such merger or
consolidation to have a valid, legal and perfected security interest in all the
Collateral to the same extent as prior to such merger or consolidation.


It is understood that no
transaction pursuant to this Section 6.4 shall be permitted unless any
Investment or Disposition made in connection therewith is also expressly
permitted by Section 6.5 or Section 6.6, as applicable.


Section 6.5.            Investments, Loans, Advances, Guarantees and
Acquisitions.


The Parent Borrower will
not, and will not permit any of its Subsidiaries to, purchase, hold or acquire
(including pursuant to any merger with any Person that was not a Wholly Owned
Subsidiary prior to such merger) any Capital Stock of or evidences of
Indebtedness or other securities (including any option, warrant or other right
to acquire any of the foregoing) of, make or permit to exist any loans or
advances to, Guarantee any obligations of, or make or permit to exist any
investment or any other interest in, any other Person, or purchase or otherwise
acquire (in one transaction or a series of transactions) any assets of any
other Person constituting a business unit (collectively, “Investments”),
except:


(a)           Permitted Investments;


(b)           Investments existing on the Effective Date and
set forth on Schedule 6.5;


(c)           intercompany Investments made by the Parent
Borrower and its Subsidiaries in any Subsidiary (other than any Receivables
Entity) that, prior to such Investment, is a Subsidiary; provided that,
after giving effect to any such Investment made on a particular date, the
aggregate amount of outstanding Investments made pursuant to this proviso to
this subsection (c) by Loan Parties after the Effective Date in or with respect
to Subsidiaries (other than any Receivables Entity) that are not Wholly Owned
Subsidiary Guarantors shall not exceed an amount equal to 15% of the Total
Consolidated Assets (it being understood that the amount of any intercompany
Investment made pursuant to this paragraph (c) in exchange for the
forgiveness of any Indebtedness owing to the Person in which such Investment is
made shall be determined net of the amount of such Indebtedness forgiven);


(d)           loans and advances to employees of the Parent
Borrower or any Subsidiary in the ordinary course of business (including for
travel, entertainment and relocation expenses) in an aggregate amount for the
Parent Borrower and its Subsidiaries not to exceed $20,000,000 at any one time
outstanding;


(e)           Guarantees constituting Indebtedness permitted
by Section 6.2; provided that (i) a Subsidiary shall not Guarantee
the Senior Notes, any Subordinated Debt or any Other Permitted Debt unless (A)
such Subsidiary also has Guaranteed the Obligations pursuant to the Guarantee
and Collateral Agreement, (B) in the case of any Guarantee of Subordinated
Debt, such Guarantee of the Subordinated Debt is subordinated to such Guarantee
of the Obligations on terms no less favorable to the Lenders than the
subordination provisions of the Subordinated Debt and (C) such Guarantee
provides for the release and termination thereof, without action by any party,
upon Disposition of the relevant Subsidiary, (ii) the aggregate principal
amount of Indebtedness of Subsidiaries that are not Wholly Owned Subsidiary
Guarantors that is Guaranteed by any Loan



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Party
shall be subject to the limitation set forth in paragraph (c) above and
(iii) a Subsidiary shall not Guarantee the Indebtedness of any Loan Party
unless such Subsidiary has also Guaranteed the Obligations pursuant to the
Guarantee and Collateral Agreement;


(f)            Permitted
Acquisitions (including any
related Investment in any Subsidiary in order to provide all or any portion of
(but not more than) the Consideration for such Permitted Acquisition);


(g)           Guarantees by the Parent Borrower and any of
its Subsidiaries of any Contractual Obligations (not constituting Indebtedness)
of the Parent Borrower or any Subsidiary;


(h)           intercompany Investments in any Wholly Owned
Subsidiary created by the Parent Borrower or any of its Subsidiaries in
connection with any corporate restructuring; provided that (i) such
newly-created Subsidiary is, or contemporaneously with the consummation
of such restructuring becomes, a Wholly Owned Subsidiary Guarantor, (ii) all
property transferred to such newly-created Subsidiary that constituted
Collateral shall continue to constitute Collateral as to which the
Administrative Agent has a first priority perfected security interest, subject
to Permitted Encumbrances, and (iii) contemporaneously with the consummation of
such restructuring (A) the Capital Stock (and, after the occurrence of the
Ratings Event, the assets) of such newly-created Subsidiary are pledged
under the relevant Security Documents (except to the extent that any of the
foregoing would not otherwise be required pursuant to Section 5.11 to be
so pledged on the next succeeding Collateral Date) and (B) the Parent Borrower
takes, and causes the relevant Subsidiary to take, such actions as shall be
necessary or reasonably requested by the Administrative Agent to grant and
perfect such Liens, including actions described in Section 5.12, all at
the expense of the Loan Parties;


(i)            Investments in the
Emerson JV as at the Effective Date and additional Investments in the Emerson
JV in an aggregate amount from the Effective Date through and including the
date of such Investment not to exceed $75,000,000;


(j)            Investments financed
with Capital Stock of the Parent Borrower (or the net proceeds of the issuance
of Capital Stock of the Parent Borrower); provided that (i) the Parent
Borrower shall be in compliance, on a pro  forma basis after
giving effect to such Investment, with the covenants contained in Section
6.1, in each case recomputed as at the last day of the most recently ended
fiscal quarter of the Parent Borrower for which the relevant information is
available as if such Investment had occurred on the first day of each relevant
period for testing such compliance (as demonstrated, in the case of any
Investment for which the aggregate cost is greater than or equal to
$100,000,000, in a certificate of a Financial Officer delivered to the
Administrative Agent prior to the consummation of such Investment) and (ii) no
Default or Event of Default shall occur after giving effect to such Investment;


(k)           Investments comprised of capital contributions
(whether in the form of cash, a note or other assets) to a Receivables Entity
or otherwise resulting from transfers of assets permitted by Section 6.6(c);


(l)            Investments comprised
of non-cash consideration received by the Parent Borrower or any
Subsidiary in connection with any Disposition permitted by Section 6.6(d)
or (e); provided that such non-cash consideration received
in connection with any Disposition permitted by Section 6.6(d) or (e)
either (i) constitutes not more than 25% of the aggregate consideration
received in connection with such Disposition or (ii) is comprised of
securities, notes



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or other obligations that are converted, sold or
exchanged within 90 days of receipt thereof by the Parent Borrower or such
Subsidiary into cash;


(m)          (i) Guarantees by the Parent Borrower and any
of its Subsidiaries of the Chinese Loan Facility permitted by Section 6.2(o)
and (ii) Guarantees in the form of Foreign Credit Instruments or Joint
Signature Foreign Credit Instruments caused to be issued by the Parent Borrower
or any Foreign Subsidiary Borrower pursuant to Section 2.6 to support
the Indebtedness of SPX Corporation (China) Co., Ltd. or any other Chinese
Subsidiary permitted by Section 6.2(q); and


(n)            other Investments, so
long as, after giving effect to any such Investment, the aggregate amount of
Investments made pursuant to this paragraph (n) at any one time outstanding
shall not exceed $500,000,000.


The outstanding amount of
any Investment shall be equal to the sum of (x) the original cost of such
Investment, plus (y) the cost of all additions thereto, minus (z)
any cash proceeds from the disposition of or other cash distributions on such
Investment, without any adjustments for increases or decreases in value or
write-ups, write-downs or write-offs with respect to such
Investment; provided that the amount of any Investment shall not be less
than zero.


Section 6.6.            Disposition of Assets.


The Parent Borrower will
not, and will not permit any of its Subsidiaries to, Dispose of any asset,
including any Capital Stock owned by it (other than Capital Stock of the Parent
Borrower held in treasury by the Parent Borrower), nor will the Parent Borrower
permit any of it Subsidiaries to issue any additional Capital Stock of such
Subsidiary, except:


(a)           (i) sales of inventory, obsolete or worn out
equipment and Permitted Investments and (ii) leases or licenses of real or
personal property, in each case in the ordinary course of business;


(b)           Dispositions to the Parent Borrower or a
Subsidiary; provided that any such Dispositions by a Loan Party to a
Subsidiary that is not a Loan Party shall be made in compliance with Section
6.5;


(c)           sales of Receivables and related assets or an
interest therein of the type specified in the definition of “Qualified
Receivables Transaction” pursuant to a Qualified Receivables Transaction; provided
that (i) each such transaction shall be a Qualified Receivables Transaction, as
agreed by the Administrative Agent acting reasonably, and (ii) the aggregate
amount of Receivables Transaction Attributed Indebtedness at any time
outstanding in respect of all such Qualified Receivables Transactions shall not
exceed $300,000,000;


(d)           Dispositions of assets that are not permitted
by any other paragraph of this Section; provided that (i) the aggregate
gross proceeds (including any non-cash proceeds, determined on the basis
of face amount in the case of notes or similar consideration and on the basis
of fair market value in the case of other non-cash proceeds) of all
assets Disposed of in reliance upon this paragraph (d) shall not exceed,
15% of the Total Consolidated Assets in any fiscal year of the Parent Borrower
and (ii) all Dispositions permitted by this paragraph (d) shall be made
for fair value and for at least 75% cash consideration; and



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(e)           Dispositions by the Parent Borrower of all or
any portion of its interest in the Emerson JV.


For
purposes of paragraph (d) of this Section 6.6,


(i)            the following will be
deemed to be cash:


(A)          the assumption by the transferee of
Indebtedness (other than subordinated Indebtedness or preferred stock) of the
Parent Borrower or of any Subsidiary (in which case, the Parent or such
Subsidiary will, without further action, be deemed to have applied such deemed
cash to Indebtedness in accordance with clause (b)(ii) of the definition
of “Net Proceeds”; provided that the amount of assumed Indebtedness that
is deemed to be cash shall not exceed $200,000,000 in the aggregate from and
after the Effective Date;


(B)           securities, notes or other obligations received
by the Parent Borrower or any Subsidiary from the transferee that are
converted, sold or exchanged within 90 days of receipt thereof by the Parent
Borrower or such Subsidiary into cash (to the extent of the cash received in
such conversion, sale or exchange); and


(C)           in the case of any particular Disposition,
promissory notes received by the Parent Borrower or any Subsidiary from the
transferee having an aggregate principal amount not to exceed $10,000,000; and


(ii)           in the case of a Disposition consisting of an
Asset Swap, the Parent Borrower or such Subsidiary shall only be required to
receive cash in an amount equal to at least 75% of the proceeds of such
Disposition which are not part of the Asset Swap, provided that at the
time of such Asset Swap, after giving effect thereto, the aggregate fair value
(as determined at the time of such related Asset Swap and not subject to later
revaluation) of the assets of the Parent Borrower and its Subsidiaries that are
the subject of all such Asset Swaps from and after the Effective Date shall not
exceed an amount equal to 15% of the Total Consolidated Assets.


Section 6.7.            Sale and Leaseback Transactions.


The Parent Borrower will
not, and will not permit any Subsidiary to, enter into any arrangement (each, a
“Sale/Leaseback Transaction”) providing for the leasing to the Parent
Borrower or any Subsidiary of real or personal property that has been or is to
be (a) sold or transferred by the Parent Borrower or any Subsidiary or (b)
constructed or acquired by a third party in anticipation of a program of
leasing to the Parent Borrower or any Subsidiary, in each case unless the
Attributable Debt resulting therefrom is permitted by Section 6.2(d) or Section
6.2(g).


Section 6.8.            Restricted Payments.


The Parent Borrower will
not, and will not permit any Subsidiary to, declare or make, or agree to pay or
make, directly or indirectly, any Restricted Payment, or Incur any obligation
(contingent or otherwise) to do so, except:



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(a)           the Parent Borrower may (i) declare and pay
dividends with respect to its Capital Stock payable solely in shares of its
Capital Stock or (ii) make other distributions or payments payable solely in
shares of its Capital Stock;


(b)           any Wholly Owned Subsidiary may declare and pay
Restricted Payments to its immediate parent;


(c)           any non-Wholly Owned Subsidiary may
declare and pay Restricted Payments ratably with respect to its Capital Stock;


(d)           the Parent Borrower may make Restricted
Payments, not exceeding $10,000,000 during any fiscal year, pursuant to and in
accordance with stock option plans or other benefit plans or contracts for
management or employees of the Parent Borrower and its Subsidiaries;


(e)           the Parent Borrower may repurchase its Capital
Stock and may declare and pay cash dividends to the holders of its Capital
Stock; provided that if the Consolidated Leverage Ratio, on a pro
forma basis immediately after giving effect to such repurchase or
dividend declaration (with the reference period for Consolidated EBITDA being
the most recent period of four consecutive fiscal quarters for which the relevant
financial information has been delivered pursuant to Section 5.1(a) or (b)
and with Consolidated Total Debt being calculated without netting cash and cash
equivalents), as applicable, is


(i)            greater than or equal
to 2.50 to 1.00, the aggregate amount of such repurchases and dividend
declarations pursuant to this Section 6.8(e)(i) shall not exceed (A)
$100,000,000 in any fiscal year plus (B) an additional amount for all
such repurchases and dividend declarations made after the Effective Date that
is equal to the sum of (I) $300,000,000 and (II) a positive amount equal to 50%
of cumulative Consolidated Net Income during the period from July 1, 2007 to
the end of the most recent fiscal quarter for which financial information is
available preceding the date of such repurchase or dividend declaration (or, in
case such Consolidated Net Income is a deficit, minus 100% of such deficit),
and


(ii)           less than 2.50 to 1.00, the aggregate amount of
such repurchases and dividend declarations pursuant to this Section 6.8(e)(ii)
shall be unlimited; and


provided  further that any such cash dividends
shall be paid within 60 days after the date of declaration thereof; and


(f)            the Parent Borrower
or any Subsidiary may make Restricted Payments to the extent required by the terms
of its joint venture or similar agreements relating to non-Wholly Owned
Subsidiaries; provided that no such Restricted Payment shall be
permitted by this clause (f) unless any Investment made in connection therewith
is also expressly permitted by Section 6.5.


Section 6.9.            Payments of Certain Indebtedness; Certain
Derivative Transactions.


The Parent Borrower will
not, nor will it permit any Subsidiary to:


(a)           make or agree or offer to pay or make, directly
or indirectly, any payment or other distribution (whether in cash, securities
or other property) of or in respect of principal of or interest on any
Subordinated Debt, or any payment or other distribution (whether in cash,



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securities
or other property), including any sinking fund or similar deposit, on account
of the purchase, redemption, retirement, acquisition, cancellation or
termination of any Subordinated Debt, except (i) extensions, renewals,
replacements or exchanges of any Subordinated Debt permitted by Section
6.2(b), (ii) the payment of regularly scheduled interest and principal
payments as and when due in respect of any Subordinated Debt and (iii) any
purchase or other acquisition of any Subordinated Debt (A) made in
consideration for (or with the proceeds of) the issuance of common stock of the
Parent Borrower or (B) if the Consolidated Leverage Ratio for the most recent
period of four consecutive fiscal quarters for which financial statements have
been delivered pursuant to Section 5.1(a) or (b) is less than
2.50 to 1.00, other than, in each of clauses (ii) and (iii), any such payments,
purchases or other acquisitions of the Subordinated Debt prohibited by the
subordination provisions thereof; or


(b)           enter into any derivative transaction or
similar transaction obligating the Parent Borrower or any of its Subsidiaries
to make payments to any other Person as a result of a change in market value of
any Subordinated Debt.


Section 6.10.          Transactions with Affiliates.


The Parent Borrower will
not, and will not permit any Subsidiary to, sell, lease or otherwise transfer
any property or assets to, or purchase, lease or otherwise acquire any property
or assets from, or otherwise engage in any other transactions with, any of its
Affiliates, except:


(a)           transactions that are at prices and on terms
and conditions, taken as a whole, not less favorable to the Parent Borrower or
such Subsidiary than could be obtained on an arm’s-length basis from
unrelated third parties;


(b)           transactions between or among the Parent
Borrower and the Subsidiaries (other than a Receivables Entity) not involving
any other Affiliate;


(c)           any Restricted Payment permitted by Section
6.8;


(d)           any Qualified Receivables Transaction expressly
permitted by Section 6.6(c); and


(e)           any other transaction expressly permitted by Section
6.5.


Section 6.11.          Restrictive Agreements.


The Parent Borrower will not, and will not
permit any Foreign Subsidiary Borrower or any Wholly Owned Subsidiary Guarantor
to enter into, Incur or permit to exist any agreement or other arrangement that
prohibits, restricts or imposes any condition upon (a) the ability of the
Parent Borrower or any Subsidiary to create, Incur or permit to exist any Lien
upon any of its property, (b) the ability of any Subsidiary to pay dividends or
other distributions with respect to any shares of its capital stock or to make
or repay loans or advances to the Parent Borrower or any other Subsidiary or to
Guarantee Indebtedness of the Parent Borrower or any other Subsidiary or (c)
the ability of any Subsidiary to transfer any of its assets to the Parent
Borrower or any other Subsidiary; provided that:


(i)            the foregoing shall
not apply to restrictions and conditions imposed by law, Permitted
Encumbrances, any Loan Document, the Senior Note Indenture, any Subordinated
Debt Document or any Other Permitted Debt Document; provided that such
restrictions and conditions shall not restrict any Loan Party from complying
with the requirements of Section 5.11(b) (without giving effect to
clause (i)(C) thereof);



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(ii)           the foregoing shall not apply to restrictions
and conditions existing on the Effective Date identified on Schedule 6.11
(but shall apply to any amendment or modification expanding the scope of any
such restriction or condition);


(iii)          the foregoing shall not apply to restrictions
and conditions contained in agreements relating to the sale of a Subsidiary or
assets pending such sale; provided such restrictions and conditions
apply only to the Subsidiary that is (or the assets that are) to be sold and
such sale is permitted hereunder;


(iv)          the foregoing shall not apply to restrictions
or conditions imposed by any agreement relating to a Qualified Receivables
Transaction permitted by this Agreement if such restrictions or conditions
apply only to the relevant Receivables Entity;


(v)           clauses (a) and (c) above shall not apply
to restrictions and conditions contained in documentation relating to a
Subsidiary acquired in a Permitted Acquisition; provided that such
restriction or condition (x) existed at the time such Person became a
Subsidiary, (y) was not created in contemplation of or in connection with such
Person becoming a Subsidiary and (z) applies only to such Subsidiary;


(vi)          the foregoing shall not apply to restrictions
or conditions imposed by any agreement relating to (A) secured Indebtedness permitted
by this Agreement if such restrictions or conditions apply only to the property
or assets securing such Indebtedness or (B) Indebtedness of a Foreign
Subsidiary that is not a Loan Party permitted by this Agreement if such
restrictions or conditions apply only to such Foreign Subsidiary and its
Subsidiaries that are not Loan Parties;


(vii)         clauses (a) and (c) above shall not apply
to customary provisions in leases and other contracts restricting the
assignment thereof; and


(viii)        the foregoing shall not apply to customary
provisions in purchase money obligations for property acquired in the ordinary
course of business, Capital Leases Obligations, industrial revenue bonds or
operating leases that impose encumbrances or restrictions on the property so
acquired or covered thereby, restrictions on cash or other deposits or net
worth required by customers under contracts entered into in the ordinary course
of business and joint venture agreements or other similar arrangements if such
provisions apply only to the Person (and the equity interests in such Person)
that is the subject thereof.


Section 6.12.          Amendment of Material Documents, etc.


The Parent Borrower will
not, and will not permit any Subsidiary to, (a) amend, modify, supplement or
waive in any respect that is material and adverse to the Lenders any of its
rights under any Subordinated Debt Document (it being understood, however, that
any amendment to provide Guarantees in respect of any Subordinated Debt, which
Guarantees are permitted by this Agreement, would not constitute such an
amendment) or (b) designate any Indebtedness (other than obligations of the
Loan Parties pursuant to the Loan Documents) as “Designated Senior Indebtedness”
(or any comparable concept) that controls payment blockages for the purposes of
any Subordinated Debt Documents.



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ARTICLE VII


EVENTS OF DEFAULT


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


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


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


(c)           any representation or warranty made or deemed
made by or on behalf of the Parent Borrower or any Subsidiary in or in
connection with any Loan Document or any amendment or modification thereof or
waiver thereunder, or in any report, certificate, financial statement or other
document furnished pursuant to or in connection with any Loan Document or any
amendment or modification thereof or waiver thereunder, shall prove to have
been materially incorrect when made or deemed made;


(d)           the Parent Borrower shall fail to observe or
perform any covenant, condition or agreement contained in Section 5.2, 5.4
(with respect to the existence of any Borrower) or 5.10 or in Article
VI;


(e)           any Loan Party shall fail to observe or perform
any covenant, condition or agreement contained in any Loan Document (other than
those specified in paragraph (a), (b) or (d) of this Article), and such
failure shall continue unremedied for a period of 30 days after notice thereof
to the Parent Borrower from the Administrative Agent or the Required Lenders;


(f)            the Parent Borrower
or any Subsidiary shall fail to make any payment (whether of principal or
interest and regardless of amount) in respect of any Material Indebtedness,
after the passage of any cure period provided in such Indebtedness;


(g)           (i) any event or condition occurs that results
in any Material Indebtedness becoming due prior to its scheduled maturity or
that enables or permits (with the giving of notice, if required) the holder or
holders of any Material Indebtedness or any trustee or agent on its or their
behalf to cause any Material Indebtedness to become due, or to require the
prepayment, repurchase, redemption or defeasance thereof, prior to its
scheduled maturity (including, in any event, an “Event of Default” under and as
defined in the Senior Note Indenture, any Subordinated Debt Documents or any
Other Permitted Debt Documents) but excluding, in any event, after the Term
Loans have been paid in full, any mandatory repurchases of the Senior Notes
(and any other Indebtedness that ranks  pari passu in right of payment to the Obligations) made in
accordance with the Senior Note Indenture or any Other Permitted Debt Document
with “Excess Proceeds” from any “Asset Disposition” pursuant to a required “Asset
Disposition Offer” (as each such term was defined in the Senior Note Indenture
when the Senior Notes were initially issued) (or any comparable concept in any
Other Permitted Debt Document), or (ii) any event or condition occurs that
results in (A) an automatic termination, wind-down or comparable event with
respect to any Qualified Receivables
Transaction or (B) permits a notice of termination, a notice of wind-down, a



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notice
of acceleration or any comparable notice to be given under any such Qualified
Receivables Transaction prior to the scheduled termination, wind-down, maturity
or comparable event; provided that an event or condition described in
clause (ii) of this paragraph (g) shall not at any time constitute an
Event of Default unless, at such time, one or more events or conditions of the
type described in clauses (i) and (ii) of this paragraph (g) shall
have occurred and be continuing with respect to Indebtedness, obligations in
respect of Hedging Agreements and/or Qualified Receivables Transactions in an
aggregate outstanding amount exceeding $75,000,000;


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


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


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


(k)           one or more judgments for the payment of money
in an aggregate amount in excess of $50,000,000 shall be rendered against the Parent
Borrower, any Subsidiary or any combination thereof and the same shall remain
undischarged for a period of 60 consecutive days during which execution shall
not be effectively stayed, or any action shall be legally taken by a judgment
creditor to attach or levy upon any assets of the Parent Borrower or any
Subsidiary to enforce any such judgment;


(l)            an ERISA Event shall
have occurred that, in the opinion of the Required Lenders, when taken together
with all other ERISA Events that have occurred, could reasonably be expected to
have a Material Adverse Effect;


(m)          the guarantee contained in Section 2 of the
Guarantee and Collateral Agreement shall cease, for any reason, to be in full
force and effect or any Loan Party or any Affiliate of any Loan Party shall so
assert;


(n)           any Lien purported to be created under any
Security Document shall cease to be, or shall be asserted by any Loan Party or
any Affiliate of any Loan Party not to be, a valid and perfected Lien on any
Collateral (other than immaterial Collateral), with the priority required by
the applicable Security Document;



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(o)           the Subordinated Debt or any Guarantees thereof
shall cease, for any reason, to be validly subordinated to the Obligations or
the obligations of the Subsidiary Guarantors under the Guarantee and Collateral
Agreement, as the case may be, as provided in the Subordinated Debt Documents,
or any Loan Party, any Affiliate of any Loan Party, the trustee in respect of
the Subordinated Debt or the holders of at least 25% in aggregate principal
amount of the Subordinated Debt shall so assert; or


(p)           a Change of Control shall occur;


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


ARTICLE VIII


THE AGENTS


Section 8.1.            Appointment and Authority.


(a)           Each
of the Lenders and the Issuing Lenders 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.


(b)           Each
of the Lenders and the Foreign Issuing Lenders hereby irrevocably appoints
Deutsche Bank to act on its behalf as the Foreign Trade Facility Agent hereunder
and under the other Loan Documents and authorizes the Foreign Trade Facility
Agent to take such actions on its behalf and to exercise such powers as are
delegated to Foreign Trade Facility Agent by the terms hereof or thereof,
together with such actions and powers as are reasonably incidental thereto.


(c)           The
provisions of this Article are solely for the benefit of the Agents, the
Lenders and the Issuing Lenders, and neither the Parent Borrower nor any other
Loan Party shall have rights as a third party beneficiary of any of such
provisions.



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Section 8.2.            Rights as a Lender.


(a)           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 Parent Borrower 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.


(b)           The
Person serving as the Foreign Trade Facility 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 Foreign Trade Facility Agent and
the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or
unless the context otherwise requires, include the Person serving as the
Foreign Trade Facility 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
Parent Borrower or any Subsidiary or other Affiliate thereof as if such Person
were not the Foreign Trade Facility Agent hereunder and without any duty to
account therefor to the Lenders.


Section 8.3.            Exculpatory Provisions.


Neither the Administrative Agent nor the Foreign
Trade Facility Agent shall have any duties or obligations except those
expressly set forth herein and in the other Loan Documents.  Without limiting the generality of the
foregoing, neither the Administrative Agent nor the Foreign Trade Facility
Agent:


(a)           shall be subject to any fiduciary or other implied duties, regardless
of whether a Default has occurred and is continuing;


(b)           shall 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 or the Foreign Trade Facility Agent, as applicable, 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 neither the Administrative
Agent nor the Foreign Trade Facility Agent shall be required to take any action
that, in its opinion or the opinion of its counsel, may expose the applicable
Agent to liability or that is contrary to any Loan Document or applicable law;
and


(c)           shall, 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 Parent Borrower or any of its
Affiliates that is communicated to or obtained by the Person serving as the
applicable Agent or any of its Affiliates in any capacity.


Neither the Administrative Agent nor the Foreign
Trade Facility Agent shall 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 such Agent shall
believe in good faith shall be necessary, under the circumstances as provided
in Section 9.2) or (ii) in the absence of its own gross negligence or
willful misconduct.  The Agents shall be
deemed not to have knowledge of any Default unless and until written notice
thereof is given to the Agents by the Parent Borrower or a Lender.



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The Agents 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 (v)
the satisfaction of any condition set forth in Article IV or elsewhere
herein, other than to confirm receipt of items expressly required to be
delivered to the applicable Agent.


Section 8.4.            Reliance by the Agents.


(a)           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, amendment, renewal or extension of a Letter of Credit, that by
its terms must be fulfilled to the satisfaction of a Lender or any Issuing
Lender, the Administrative Agent may presume that such condition is
satisfactory to such Lender or any Issuing Lender unless the Administrative
Agent shall have received notice to the contrary from such Lender or such
Issuing Lender 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 Loan Parties),
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.


(b)           The
Foreign Trade Facility 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
Foreign Trade Facility 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 issuance, amendment, renewal or extension of any Foreign
Credit Instrument, that by its terms must be fulfilled to the satisfaction of a
Lender or any Foreign Issuing Lender, the Foreign Trade Facility Agent may presume
that such condition is satisfactory to such Lender or any Foreign Issuing
Lender unless the Foreign Trade Facility Agent shall have received notice to
the contrary from such Lender or such Foreign Issuing Lender prior to the
issuance of such Foreign Credit Instrument. 
The Foreign Trade Facility Agent may consult with legal counsel (who may
be counsel for the Loan Parties), 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.


Section 8.5.            Delegation of Duties.


(a)           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.



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The exculpatory provisions of this Article 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.


(b)           The
Foreign Trade Facility 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 Foreign Trade Facility
Agent.  The Foreign Trade Facility 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
shall apply to any such sub-agent and to the Related Parties of the
Foreign Trade Facility 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 Foreign Trade Facility
Agent.


Section 8.6.            Resignation of Agents.


(a)           Resignation
of Administrative Agent.  (i) The Administrative Agent may at any time
give notice of its resignation to the Foreign Trade Facility Agent, the Lenders,
the Issuing Lenders and the Parent Borrower. 
Upon receipt of any such notice of resignation, the Required Lenders
shall have the right, subject to the consent of the Parent Borrower (such
consent not to be unreasonably withheld), 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 Issuing Lenders,
appoint a successor Administrative Agent meeting the qualifications set forth
above; provided that if the Administrative Agent shall notify the Parent
Borrower and the Lenders that no qualifying Person has accepted such
appointment, then such resignation shall nonetheless become effective in
accordance with such notice and (1) the retiring Administrative Agent
shall be discharged from its duties and obligations hereunder and under the
other Loan Documents and (2) 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 Issuing Lenders 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 Parent
Borrower to a successor Administrative Agent shall be the same as those payable
to its predecessor unless otherwise agreed between the Parent Borrower and such
successor.  After the retiring
Administrative Agent’s resignation hereunder and under the other Loan
Documents, the provisions of this Article and Section 9.3 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 Agent.


(ii)           Any
resignation by Bank of America as Administrative Agent pursuant to this Section
shall also constitute its resignation as Issuing Lender and Swingline
Lender.  Upon the acceptance of a
successor’s appointment as Administrative Agent hereunder, (A) such successor
shall succeed to and become vested with all of the rights, powers, privileges
and duties of the retiring Issuing Lender and Swingline Lender, (B) the
retiring Issuing Lender and Swingline Lender shall be discharged from all of
their respective duties and obligations hereunder or under the other Loan
Documents, and (C) the successor Issuing Lender shall issue letters of credit
in substitution for the Letters of Credit, if any,



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outstanding at the time of such succession or make other arrangements
satisfactory to the retiring Issuing Lender to effectively assume the
obligations of the retiring Issuing Lender with respect to such Letters of
Credit.


(b)           Resignation
of Foreign Trade Facility Agent.  The Foreign Trade Facility Agent may at any
time give notice of its resignation to the Administrative Agent, the Foreign
Issuing Lenders, the Lenders with Foreign Credit Commitments and the Parent
Borrower.  Upon receipt of any such
notice of resignation, the Foreign Issuing Lenders and the Lenders with Foreign
Credit Commitments shall have the right, subject to the consent of the Parent
Borrower (such consent not to be unreasonably withheld), to appoint a
successor.  If no such successor shall
have been so appointed by the Foreign Issuing Lenders and the Lenders with Foreign
Credit Commitments and shall have accepted such appointment within 30 days
after the retiring Foreign Trade Facility Agent gives notice of its
resignation, then the retiring Foreign Trade Facility Agent may on behalf of
the Foreign Issuing Lenders and the Lenders with Foreign Credit Commitments,
appoint a successor Foreign Trade Facility Agent meeting the qualifications set
forth above; provided that if the Foreign Trade Facility Agent shall
notify the Parent Borrower and the Lenders that no qualifying Person has
accepted such appointment, then such resignation shall nonetheless become
effective in accordance with such notice and (1) the retiring Foreign
Trade Facility Agent shall be discharged from its duties and obligations
hereunder and under the other Loan Documents and (2) all payments,
communications and determinations provided to be made by, to or through the
Foreign Trade Facility Agent shall instead be made by or to each Foreign
Issuing Lender and each Lender with a Foreign Credit Commitment and the Issuing
Lenders directly, until such time as the Foreign Issuing Lenders and the
Lenders with Foreign Credit Commitments appoint a successor Foreign Trade
Facility Agent as provided for above in this Section.  Upon the acceptance of a successor’s appointment
as Foreign Trade Facility Agent hereunder, such successor shall succeed to and
become vested with all of the rights, powers, privileges and duties of the
retiring (or retired) Foreign Trade Facility Agent, and the retiring Foreign
Trade Facility 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 Parent Borrower to a successor Foreign Trade
Facility Agent shall be the same as those payable to its predecessor unless
otherwise agreed between the Parent Borrower and such successor.  After the retiring Foreign Trade Facility
Agent’s resignation hereunder and under the other Loan Documents, the provisions
of this Article and Section 9.3 shall continue in effect for the benefit
of such retiring Foreign Trade Facility 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 Foreign Trade Facility Agent was acting
as Foreign Trade Facility Agent.


Section 8.7.            Non-Reliance on Agents and Other Lenders.


Each Lender, each Foreign Issuing Lender and each
Issuing Lender acknowledges that it has, independently and without reliance
upon any 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, each Foreign Issuing Lender and
each Issuing Lender also acknowledges that it will, independently and without
reliance upon any Agent or any other Lender or any of their respective
affiliates 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.


Section 8.8.            No Other Duties; Etc.


Anything herein to the contrary notwithstanding,
none of the bookrunners, arrangers, syndication agents, documentation agents or
co-agents shall have any powers, duties or responsibilities under this



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Agreement or any of the other Loan Documents, except in its capacity,
as applicable, as the Administrative Agent, the Foreign Trade Facility Agent, a
Lender, an Issuing Lender or a Foreign Issuing Lender hereunder.


Section 8.9.            Administrative Agent May File Proofs of Claim.


In case of the pendency of any proceeding under the Bankruptcy Code of the United States
or any other judicial proceeding relative to any Loan Party, the Administrative
Agent (irrespective of whether the principal of any Loan, Foreign Trade
Exposure or LC Exposure 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 Parent 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, Foreign Trade Exposure, LC
Exposure and all other Obligations (other than obligations under Hedging
Agreements or Specified Cash Management Agreements to which the Administrative
Agent is not a party) 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 Foreign Issuing Lenders, the Issuing Lenders and the Agents
(including any claim for the reasonable compensation, expenses, disbursements
and advances of the Lenders, the Foreign Issuing Lenders, the Issuing Lenders
and the Agents and their respective agents and counsel and all other amounts
due the Lenders, the Issuing Lenders and the Administrative Agent under Sections
2.4(i) and (j), 2.10 and 9.3) 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, each Agent, each Foreign Issuing Lender and
each Issuing Lender to make such payments to the Administrative Agent and, in
the event that the Administrative Agent shall consent to the making of such
payments directly to the Lenders, the Foreign Issuing Lenders and the Issuing
Lenders, 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 2.10 and 9.3.


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


Section 8.10.          Collateral and Guaranty Matters.


The Lenders, the Issuing
Lenders, the Foreign Issuing Lenders and the Foreign Trade Facility Agent
irrevocably authorize the Administrative Agent, at its option and in its
discretion,


(a)           to
release any Lien on any Collateral granted to or held by the Administrative
Agent under any Loan Document (i) upon
termination of the Domestic Revolving Commitments, the Global Revolving
Commitments, the Foreign Credit Commitments and the Foreign Credit Instrument
Issuing Commitments and payment in full of all Obligations (other than
contingent indemnification obligations) and the expiration (without any pending
drawing) or termination (or



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cash
collateralization or provision of other credit support as contemplated by this
Agreement) of all Letters of Credit, Foreign Credit Instruments and Joint
Signature Foreign Credit Instruments, (ii) that
is transferred or to be transferred as part of or in connection with any
Disposition permitted hereunder or under any other Loan Document or any
Involuntary Disposition, or (iii) as
approved in accordance with Section 9.2;


(b)           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 6.3(d), (e), (f), (j), (k)
and (l); and


(c)           to
release any Guarantor from its obligations under the Guarantee and Collateral
Agreement if such Person ceases to be a Subsidiary as a result of a transaction
permitted hereunder.


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 Guarantee and Collateral
Agreement, pursuant to this Section 8.10.


ARTICLE IX


MISCELLANEOUS


Section 9.1.            Notices.


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


(a)           if to the Parent Borrower, to it at 13515
Ballantyne Corporate Place, Charlotte, North Carolina 28277, attention of
Treasurer and Chief Financial Officer (Telecopy No. 704-752-7487), and if to
any Foreign Subsidiary Borrower, to it at its address (or telecopy number)
specified in the relevant Borrowing Subsidiary Agreement with a copy to the
Parent Borrower at its address (or telecopy number) specified above;


(b)           if to the Administrative Agent, to Bank of
America, N.A., Mail Code: NC1-001-04-39, One Independence Center, 101 N. Tryon
Street, Charlotte, North Carolina 28255-0001, attention of Charlotte A. Conn (Telecopy No. 214-290-9653,
E-mail charlotte.a.conn@bankofamerica.com);


(c)           if to the Foreign Trade Facility Agent, to
Deutsche Bank AG, Trade Advisory, Königsallee 45-47, 40212 Düsseldorf, Germany,
attention of Roland Stephan or Irmgard Kleinsteinberg (Telecopy No.
49-211-883-9386; E-mail: spx-ftf.agent@db.com); and


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


Any party hereto may change its address or
telecopy number for notices and other communications hereunder by notice to the
other parties hereto.  All notices and
other communications given to any party



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hereto in accordance with the provisions of
this Agreement shall be deemed to have been given on the date of receipt.  Notices and other communications to the
Lenders hereunder may be delivered or furnished by electronic communications
pursuant to procedures approved by the Administrative Agent; provided
that the foregoing shall not apply to notices pursuant to Section 2
unless otherwise agreed by the Administrative Agent and the applicable
Lender.  The Administrative Agent or any
Loan Party 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.


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 Parent Borrower, any Lender, the Issuing Lender or any other
Person for losses, claims, damages, liabilities or expenses of any kind
(whether in tort, contract or otherwise) arising out of the Parent 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 any Agent Party have any such liability to the Parent Borrower, any
Lender, the Issuing Lender or any other Person for indirect, special,
incidental, consequential or punitive damages (as opposed to direct or actual
damages).


Section 9.2.            Waivers; Amendments.


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


(b)           Neither this
Agreement nor any other Loan Document nor any provision hereof or thereof may
be waived, amended or modified except, in the case of this Agreement, pursuant
to an agreement or agreements in writing entered into by the Required Lenders
and each Loan Party party to the relevant Loan Document, or, with the written
consent of the Required Lenders, the Administrative Agent and each Loan Party
party to the relevant Loan Document; provided that no such agreement
shall:



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(i)            increase the
Commitment of any Lender without the written consent of such Lender;


(ii)           reduce the principal amount of or subordinate
the principal of any Loan, LC Disbursement or Foreign Credit Disbursement, or
reduce the rate of interest thereon, or reduce any premium or fees payable
hereunder, without the written consent of each Lender directly affected
thereby;


(iii)          extend the final scheduled date of maturity of
any Loan, or postpone the scheduled date of payment of the principal amount of
any Loan, LC Disbursement or Foreign Credit Disbursement, or any interest (or
premium, if any) thereon, or any fees payable hereunder, or reduce the amount
of, waive, excuse or subordinate any such payment, or postpone the scheduled
date of expiration of any Commitment, without the written consent of each
Lender directly affected thereby;


(iv)          require any Lender to make Loans having an
Interest Period of one year or longer, without the written consent of such
Lender;


(v)           amend, modify or waive any provision of this
Agreement in any manner that would change the application of mandatory
prepayments hereunder disproportionately as among the Facilities without the
written consent of the Required Lenders in respect of each Facility adversely
affected thereby;


(vi)          amend, modify or waive the first sentence of Section
2.13(a) without the written consent of each Lender directly affected
thereby;


(vii)         change any of the provisions of this Section or
the definition of “Required Lenders” or “Required Lenders” or any other
provision of any Loan Document specifying the number or percentage of Lenders
(or Lenders of any Class) required to waive, amend or modify any rights
thereunder or make any determination or grant any consent thereunder, without
the written consent of each Lender (or each Lender of such Class, as the case
may be);


(viii)        release or subordinate the Guarantee from the
Parent Borrower or all or substantially all of the Guarantees from the
Subsidiary Guarantors under the Guarantee and Collateral Agreement (except as
expressly provided in the Loan Documents), without the written consent of each
Lender;


(ix)           release or subordinate all or substantially all
of the Liens of the Security Documents on the Collateral (except as expressly
provided in the Loan Documents), without the written consent of each Lender; or


(x)            amend, modify or waive the rights or duties
of any Agent under this Agreement or any other Loan Document in its capacity as
Agent unless also signed by such Agent; or amend, modify or waive the rights or
duties of any Issuing Lender or Foreign Issuing Lender under this Agreement or
any other Loan Document in its capacity as Issuing Lender or Foreign Issuing
Lender, as applicable, unless also signed by such Issuing Lender or Foreign
Issuing Lender, as applicable.


(c)           In addition,
notwithstanding the foregoing:



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(i)            this Agreement may be
amended with the written consent of the Administrative Agent, the Parent
Borrower and the Lenders providing the relevant Replacement Term Loans (as
defined below) to permit the refinancing of all outstanding Initial Term Loans
or all outstanding Incremental Term Loans (“Refinanced Term Loans”) with
a replacement “A” or `B” term loan tranche, as applicable, hereunder (“Replacement
Term Loans”); provided that (A) the aggregate principal amount of
such Replacement Term Loans shall not exceed the aggregate principal amount of
such Refinanced Term Loans, (B) the Applicable Rate for such Replacement Term
Loans shall not be higher than the Applicable Rate for such Refinanced Term
Loans, (C) the weighted average life to maturity of such Replacement Term Loans
shall not be shorter than the weighted average life to maturity of such
Refinanced Term Loans at the time of such refinancing and (D) all other terms
applicable to such Replacement Term Loans shall be substantially identical to,
or less favorable to the Lenders providing such Replacement Term Loans than,
those applicable to such Refinanced Term Loans, except to the extent necessary
to provide for covenants and other terms applicable to any period after the
latest final maturity of the Term Loans in effect immediately prior to such
refinancing;


(ii)           this Agreement may be amended to provide for
the increases in the Commitments and/or Incremental Term Loans contemplated by Section
2.1(b), and matters related thereto, upon (A) execution and delivery by the
Parent Borrower, the Administrative Agent and each Lender increasing its
Commitment and/or providing Incremental Term Loans of an Incremental Facility
Activation Notice and (B) such other documents with respect thereto as the
Administrative Agent shall reasonably request;


(iii)          (A) this Agreement may be amended to remove any
Subsidiary as a Foreign Subsidiary Borrower under the Global Revolving Facility
upon (I) written notice by the Parent Borrower and such Subsidiary to the
Administrative Agent to such effect and (II) repayment in full of all
outstanding Obligations of such Foreign Subsidiary Borrower under the Global
Revolving Facility and (B) a Foreign Subsidiary may become a Foreign Subsidiary
Borrower under the Global Revolving Facility in accordance with the terms of Section
2.23(a) with the consent of the Administrative Agent and the Global
Revolving Lenders;


(iv)          (A) this Agreement may be amended to remove any
Subsidiary as a Foreign Subsidiary Borrower under the Foreign Trade Facility
upon (I) written notice by the Parent Borrower and such Subsidiary to the
Foreign Trade Facility Agent and the Administrative Agent to such effect, (y)
repayment in full of all outstanding Obligations of such Foreign Subsidiary
Borrower under the Foreign Trade Facility and (II) the expiration or
termination (or full cash collateralization or provision of other credit
support in a manner consistent with the terms of Section 2.6(o)(iv)) of
all Foreign Credit Instruments issued for the account of such Foreign
Subsidiary Borrower and (B) a Foreign Subsidiary may become a Foreign
Subsidiary Borrower under the Foreign Trade Facility in accordance with Section
2.23(b) with the consent of the Foreign Trade Facility Agent and the
Administrative Agent;


(v)           this Agreement may be
amended (A) to change any of the mechanics applicable to Foreign Credit
Instruments set forth in Section 2.6, with the written consent of the
Administrative Agent, the Foreign Trade Facility Agent, the Foreign Issuing
Lenders, the Parent Borrower and a majority of the Lenders with Foreign Credit
Commitments, and (B) to change any of the mechanics applicable to Foreign
Credit Instruments set forth in Section 2.6 solely to the extent
necessary to permit a Foreign Credit Instrument to be issued in a particular
country in accordance with applicable local Requirements of Law, with the
written consent of the Administrative Agent, the Foreign Trade Facility Agent,
each Foreign Issuing Lender directly affected thereby, a majority of the
Lenders with Foreign Credit Commitments and the Parent



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Borrower; provided that (x) no amendment
pursuant to this clause (v) shall have the effect of making any change
described in the proviso to Section 9.2(b) and (y) no amendment pursuant
to clause (B) above shall have the effect of making any change to Section
2.6 in respect of Foreign Credit Instruments (and any related Foreign Trade
Exposure) issued or to be issued outside of such country; and


(vi)          each of the Fee Letter and the Deutsche Bank Fee Letter may be amended, or
rights or privileges thereunder waived, in a writing executed only by the
parties thereto.


Section 9.3.            Expenses; Indemnity; Damage Waiver.


(a)           The Parent Borrower
shall pay (i) all reasonable out-of-pocket expenses incurred by the
Agents and their Affiliates, including the reasonable fees, charges and
disbursements of counsel for the Agents, in connection with the syndication of
the credit facilities provided for herein, the preparation and administration
of the Loan Documents or any amendments, modifications or waivers of the
provisions thereof (whether or not the transactions contemplated hereby or
thereby shall be consummated), including the reasonable fees and disbursements
of counsel to the Agents, with statements with respect to the foregoing to be
submitted to the Parent Borrower prior to the Effective Date (in the case of
amounts to be paid on the Effective Date) and from time to time thereafter on a
quarterly basis or such other periodic basis as the Agents shall deem
appropriate, (ii) all reasonable out-of-pocket expenses incurred by
any Issuing Lender or Foreign Issuing Lender in connection with the issuance,
amendment, renewal or extension of any Letter of Credit or Foreign Credit
Instrument or any demand for payment thereunder and (iii) all out-of-pocket
expenses incurred by any Agent or any Lender, including the fees, charges and
disbursements of any counsel for any Agent or any Lender, in connection with
the enforcement or protection of its rights in connection with the Loan
Documents, including its rights under this Section, or in connection with the
Loans made or Letters of Credit or Foreign Credit Instruments issued hereunder,
including all such out-of-pocket expenses incurred during any
workout, restructuring or negotiations in respect of such Loans, Letters of
Credit or Foreign Credit Instruments.


(b)           The Parent Borrower
shall indemnify each Agent and each Lender, and each Related Party of any of
the foregoing Persons (each such Person being called an “Indemnitee”)
against, and hold each Indemnitee harmless from, any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever (“Losses”),
including the fees, charges and disbursements of any counsel for any
Indemnitee, incurred by or asserted against any Indemnitee arising out of, in
connection with, or as a result of (i) the execution, delivery, enforcement,
performance and administration of any Loan Document or any other agreement,
letter or instrument delivered in connection with the transactions contemplated
hereby, the performance by the parties to the Loan Documents of their
respective obligations thereunder or the consummation of the Transactions or any
other transactions contemplated hereby, (ii) any Loan, Letter of Credit or
Foreign Credit Instrument or the use of the proceeds therefrom (including any
refusal by an Issuing Lender or Foreign Issuing Lender to honor a demand for
payment under a Letter of Credit or Foreign Credit Instrument if the documents
presented in connection with such demand do not strictly comply with the terms
of such Letter of Credit or Foreign Credit Instrument, as applicable), (iii)
any actual or alleged presence or release of Hazardous Materials on or from any
property currently or formerly owned or operated by the Parent Borrower or any
of its Subsidiaries, or any Environmental Liability related in any way to the
Parent Borrower or any of its Subsidiaries, or (iv) any actual or prospective
claim, litigation, investigation or proceeding relating to any of the
foregoing, whether based on contract, tort or any other theory and regardless
of whether any Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
Losses are determined by a court of competent jurisdiction by final and
nonappealable judgment to have resulted from the gross negligence, bad faith or
willful misconduct of such Indemnitee.



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(c)           To the extent that
the Parent Borrower fails to pay any amount required to be paid by it to any
Agent, any Issuing Lender, any Foreign Issuing Lender or the Swingline Lender
under paragraph (a) or (b) of this Section, each Lender severally agrees
to pay to the applicable Agent, such Issuing Lender, Foreign Issuing Lender or
the Swingline Lender, as the case may be, such Lender’s pro rata
share (determined as of the time that the applicable unreimbursed expense or
indemnity payment is sought) of such unpaid amount; provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against such Agent,
such Issuing Lender, such Foreign Issuing Lender or the Swingline Lender in its
capacity as such.  For purposes hereof, a
Lender’s “pro rata share” shall be determined
based upon its share of the sum of the total Revolving Exposures, outstanding
Term Loans and unused Commitments at the time; provided that (i) in the
case of amounts owing to any Issuing Lender or the Swingline Lender, in each
case in its capacity as such, a Lender’s “pro rata share”
shall be determined based solely upon its share of the sum of Domestic
Revolving Exposures, unused Domestic Revolving Commitments, Global Revolving
Exposures and unused Global Revolving Commitments at the time and (ii) in the
case of amounts owing to any Foreign Issuing Lender, in its capacity as such, a
Lender’s “pro rata share” shall be determined
based solely upon its share of the sum of the unused Foreign Credit Commitments
at the time.


(d)           To the extent
permitted by applicable law, no 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 or any agreement or instrument contemplated hereby, the Transactions,
any Loan, Letter of Credit or Foreign Credit Instrument or the use of the
proceeds thereof.


(e)           All amounts due under
this Section shall be payable not later than 15 days after written demand
therefor.  Statements payable by the
Parent Borrower pursuant to this Section shall be sent to Attention of
Treasurer and Chief Financial Officer (Telephone No. 704-752-4400) (Telecopy
No. 704-752-7487), at the address of the Parent Borrower set forth in Section
9.1, or to such other Person or address as may be hereafter designated by
the Parent Borrower in a written notice to the Administrative Agent.


Section 9.4.            Successors and Assigns; Participations and
Assignments.


(a)           Successors and Assigns Generally.  The
provisions of this Agreement and the other Loan Documents shall be binding upon
and inure to the benefit of the parties hereto and thereto and their respective
successors and assigns permitted hereby, except that the Parent Borrower may
not assign or otherwise transfer any of its rights or obligations hereunder or
thereunder without the prior written consent of each 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
subsection (b) of this Section, (ii) by way of participation in accordance with
the provisions of subsection (d) of this Section or (iii) by way of pledge or
assignment of a security interest subject to the restrictions of subsection (f)
of this Section (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 Agents, the Issuing Lenders and the Lenders) any legal or
equitable right, remedy or claim under or by reason of this Agreement.


(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 and the other Loan Documents
(including all or a portion of its Commitment and the Loans (including for
purposes of this subsection (b),



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participations in Letters of
Credit, Foreign Credit Instruments and Swingline 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 and the Loans at the time
owing to it 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 (1) $5,000,000  in the case of an assignment of Revolving Loans, (2)
$5,000,000 in the case of an assignment of Term Loans and Incremental Term
Loans and (3) $5,000,000 in the case of an assignment in respect of the Foreign
Trade Facility unless each of the Administrative Agent and, so long as no Event
of Default has occurred and is continuing, the Parent Borrower otherwise
consents (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)           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 Parent Borrower (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;


(B)           the consent of the Administrative Agent (such
consent not to be unreasonably withheld or delayed) shall be required for
assignments in respect of any Domestic Revolving Commitment or Global Revolving
Commitment if such assignment is to a Person that is not a Lender with a
Commitment in respect of the Commitment subject to such assignment, an
Affiliate of such Lender or an Approved Fund with respect to such Lender;


(C)           the consent of the Issuing Lenders (such
consent not to be unreasonably withheld or delayed) shall be required for any
assignment (other than any assignment to the Administrative Agent) after the
Effective Date that increases the obligation of the assignee to participate in
exposure under one or more Letters of Credit (whether or not then outstanding)
if such assignment is to a Person that is not a Lender with a Commitment in
respect of the Commitment subject to such assignment, an Affiliate of such
Lender or an Approved Fund with respect to such Lender;



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(D)          the consent of the Foreign Issuing Lenders (other
than those Foreign Issuing Lenders who are Foreign Issuing Lenders only with
respect to those Existing Foreign Credit Instruments set forth in Part B of Schedule
2.6(a)) in their sole discretion shall be required for any assignment
(other than any assignment to the Foreign Trade Facility Agent) after the
Effective Date that increases the obligation of the assignee to participate in
exposure under one or more Foreign Credit Instruments or Joint Signature
Foreign Credit Instruments (whether or not then outstanding);


(E)           the consent of the Swingline Lender (such
consent not to unreasonably withheld or delayed) shall be required for any
assignment in respect of the Domestic Revolving Commitment if such assignment
is to a Person that is not a Lender with a Domestic Revolving Commitment, an
Affiliate of such Lender or an Approved Fund with respect to such Lender; and


(F)           the consent of the Foreign Trade Facility
Agent (such consent not to be unreasonably withheld or delayed) shall be
required for all assignments in respect of any Foreign Credit Instrument
Issuing Commitments or Foreign Credit Commitment.


(iii)          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.


(iv)          No Assignment to Borrower.  No
such assignment shall be made to the Parent Borrower or any of the Parent
Borrower’s Affiliates or Subsidiaries.


(v)           No Assignment to Natural Persons.  No
such assignment shall be made to a natural person.


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 2.17, 2.18, 2.19 and 9.3 with
respect to facts and circumstances occurring prior to the effective date of
such assignment.  Upon request, the Parent
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 subsection (d) of this Section.


(c)           Register.  The Administrative Agent,
acting solely for this purpose as an agent of the Parent Borrower, 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, Foreign Trade Exposure and LC Exposure 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 Parent Borrower, the Administrative Agent and the Lenders
may



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treat each Person whose name
is recorded in the Register pursuant to the terms hereof as a Lender hereunder
for all purposes of this Agreement, notwithstanding notice to the
contrary.  The Register shall be
available for inspection by the Parent Borrower and any Lender, at any
reasonable time and from time to time upon reasonable prior notice.


(d)           Notes.  If after giving effect
to any Assignment and Assumption, the relevant assignor no longer has any
Commitments with respect to the Commitments being assigned, such assignor
shall, upon the request of the Parent
Borrower, return each Note (if any) with respect to each such Commitment
to the Parent Borrower marked “cancelled”.


(e)           Participations.  Any
Lender may at any time, without the consent of, or notice to, any Borrower or
any Agent, sell participations to any Person (other than a natural person or
the Parent Borrower or any of the Parent Borrower’s 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 Foreign
Trade Exposure, LC Exposure and/or Swingline 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 Parent
Borrower, the Administrative Agent, the Foreign Trade Facility Agent, the other
Lenders and the Issuing Lender 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 Section 9.2(c) that affects such
Participant.  Subject to subsection (e)
of this Section, the Parent Borrower agrees that each Participant shall be
entitled to the benefits of Sections 2.17, 2.18 and 2.19
to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to subsection (b) of this Section; provided that, in
the case of Section 2.19, such Participant shall have complied with the
requirements of said section.  To the
extent permitted by law, each Participant also shall be entitled to the
benefits of Section 9.8  as though it
were a Lender, provided such Participant agrees to be subject to Section
2.20(c) as though it were a Lender.


(f)            Limitation on Participant Rights.  A
Participant shall not be entitled to receive any greater payment under Section
2.17 or 2.19  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 Parent Borrower’s prior written consent.  A Participant shall not be entitled to the
benefits of Section 2.19 unless the Parent Borrower is notified of the
participation sold to such Participant and such Participant agrees, for the
benefit of the Parent Borrower, to comply with Section 2.19(e) as though
it were a Lender.


(g)           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 Notes, 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.


(h)           Electronic
Execution of Assignments.  The words “execution,” “signed,” “signature,”
and words of like import in any Assignment and Assumption 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



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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


(i)            Resignation
as Issuing Lender or Swingline Lender after Assignment. 
Notwithstanding anything to the contrary contained herein, if at any
time Bank of America assigns all of its Commitment and Loans pursuant to
subsection (b) above, Bank of America may, (i) upon thirty days’ notice to the
Parent Borrower and the Lenders, resign as Issuing Lender and/or (ii) upon
thirty days’ notice to the Parent Borrower, resign as Swingline Lender.  In the event of any such resignation as Issuing
Lender or Swingline Lender, the Parent Borrower shall be entitled to appoint
from among the Lenders a successor Issuing Lender or Swingline Lender
hereunder; provided, however, that no failure by the Parent
Borrower to appoint any such successor shall affect the resignation of Bank of
America as Issuing Lender or Swingline Lender, as the case may be.  If Bank of America resigns as Issuing Lender,
it shall retain all the rights, powers, privileges and duties of the Issuing
Lender hereunder with respect to all Letters of Credit outstanding as of the
effective date of its resignation as Issuing Lender and all LC Exposure with
respect thereto (including the right to require the Lenders to make ABR Loans
or fund risk participations in unreimbursed amounts pursuant to Section
2.5(d)).  If Bank of America resigns
as Swingline Lender, it shall retain all the rights of the Swingline Lender
provided for hereunder with respect to Swingline Loans made by it and
outstanding as of the effective date of such resignation, including the right
to require the Lenders to make Alternate Base Rate Loans or fund risk
participations in outstanding Swingline Loans pursuant to Section 2.4(c).  Upon the appointment of a successor Issuing
Lender and/or Swingline Lender, (1) such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring
Issuing Lender or Swingline Lender, as the case may be, and (2) the successor
Issuing Lender 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.


(j)            Assignments by Foreign Issuing Lenders.  Any
Foreign Issuing Lender may at any time assign to one or more assignees all or a
portion of its Foreign Credit Instrument Issuing Commitment to issue future
Foreign Credit Instruments (and related rights and obligations with respect to
such Foreign Credit Instrument Issuing Commitment); provided that any
such assignment shall be subject to the consent of the Parent Borrower (such
consent not to be unreasonably withheld or delayed) unless an Event of Default
has occurred and is continuing at the time of such assignment and to the
consent of the Foreign Trade Facility Agent (such consent not to be
unreasonably withheld or delayed).  The
parties to each assignment shall execute and deliver to the Administrative
Agent and the Foreign Trade Facility Agent an assignment agreement, together
with a processing and recordation fee in the aggregate amount of $3,500 payable
to the Administrative Agent; provided, however, that the
Administrative Agent may, in its sole discretion, elect to waive such processing
and recordation fee in the case of any such assignment.  The assignee, if it is not already a Foreign
Issuing Lender, shall deliver to the Administrative Agent and the Foreign Trade
Facility Agent an Administrative Questionnaire. 
No such assignment by a Foreign Issuing Lender shall be made to (i) the
Parent Borrower or any of the Parent Borrower’s Affiliates or Subsidiaries or
(ii) a natural person.  Upon consummation
of any such assignment, Schedule 1.1A shall be deemed revised to reflect the Foreign
Credit Instrument Issuing Commitments after giving effect to such
assignment.  From and after the effective
date specified in each such assignment, the assignee Foreign Issuing Lender
thereunder shall be a party to this Agreement and, to the extent of the Foreign
Credit Instrument Issuing Commitment assigned by such assignment, have the
rights and obligations of a Foreign Issuing Lender under this Agreement, and
the assigning Foreign Issuing Lender thereunder shall, to the extent of the
Foreign Credit Instrument Issuing Commitment assigned by such assignment, be
released from its obligations under this Agreement but shall continue to be
entitled to the benefits of Sections 2.17, 2.18, 2.19 and 9.3
with respect to facts and circumstances occurring prior to the effective date
of such assignment and shall continue to have the rights and obligations of a
Foreign Issuing Lender with respect to any Foreign Credit Instruments issued by
it prior to the time of such assignment.



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Section 9.5.            Survival.


All covenants, agreements,
representations and warranties made by the Loan Parties in the Loan Documents
and in the certificates or other instruments delivered in connection with or
pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the other parties hereto and shall survive the
execution and delivery of the Loan Documents and the making of any Loans and
issuance of any Letters of Credit and Foreign Credit Instruments, regardless of
any investigation made by any such other party or on its behalf and
notwithstanding that any Agent or any Lender may have had notice or knowledge
of any Default or incorrect representation or warranty at the time any credit
is extended hereunder, and shall continue in full force and effect as long as
the principal of or any accrued interest (or premium, if any) on any Loan or
any fee or any other amount payable under this Agreement is outstanding and
unpaid or any Letter of Credit or Foreign Credit Instrument is outstanding and
so long as the Commitments have not expired or terminated.  The provisions of Sections 2.17, 2.18,
2.19 and 9.3 and Article VIII shall survive and remain in
full force and effect regardless of the consummation of the transactions
contemplated hereby, the repayment of the Loans, the expiration or termination
of the Letters of Credit, the Foreign Credit Instruments or the Commitments or
the termination of this Agreement or any provision hereof.


Section 9.6.            Counterparts; Integration.


This Agreement may be
executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which
when taken together shall constitute a single contract.  This Agreement, the other Loan Document and
any separate letter agreements with respect to fees payable to any Agent
constitute the entire contract among the parties relating to the subject matter
hereof and supersede any and all previous agreements and understandings, oral
or written, relating to the subject matter hereof.  This Agreement shall be binding upon and
inure to the benefit of the parties hereto (including the Lenders) and their
respective successors and assigns. 
Delivery of an executed counterpart of a signature page of this
Agreement by telecopy shall be effective as delivery of a manually executed
counterpart of this Agreement.


Section 9.7.            Severability.


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


Section 9.8.            Right of Setoff.


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



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Section 9.9.            Governing Law; Jurisdiction; Consent to
Service of Process.


(a)           This Agreement shall be construed in accordance
with and governed by the law of the State of New York (including Sections
5-1401 and 5-1402 of the New York General Obligations Law).


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


(c)           Each party to this
Agreement hereby irrevocably and unconditionally waives, to the fullest extent
it may legally and effectively do so, (i) any objection which it may now or
hereafter have to the laying of venue of any suit, action or proceeding arising
out of or relating to this Agreement or any other Loan Document in any court
referred to in paragraph (b) of this Section, (ii) the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court and (iii) any right it may have to claim or recover in any legal action
or proceeding referred to in this Section any special, exemplary, punitive or
consequential damages (as opposed to direct or actual damages).


(d)           Each party to this
Agreement irrevocably consents to service of process in the manner provided for
notices in Section 9.1.  In
addition, each Foreign Subsidiary Borrower agrees that service of process may
be effected by mailing a copy thereof by registered or certified mail (or any
substantially similar form of mail), postage prepaid, to the Parent Borrower at
its address for notices in Section 9.1. 
Nothing in this Agreement or any other Loan Document will affect the
right of any party to this Agreement to serve process in any other manner
permitted by law.


Section 9.10.          Headings.


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


Section 9.11.          Confidentiality.


Each of the Agents and the
Lenders agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its Related Parties,
including accountants, legal counsel and other advisors (it being understood
that the Persons to whom such disclosure is made will be informed of the
confidential nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any Governmental Authority or
rating agency, (c) to the extent required by applicable laws or regulations or
by any subpoena or similar legal process, (d) to any other party to this
Agreement, (e) in connection with the exercise of any remedies hereunder or any
suit, action or proceeding relating to this Agreement or 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 any assignee of or Participant in, or any prospective assignee of
or Participant in, any of



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its rights or obligations under this Agreement,
(g) subject to an agreement containing provisions substantially the same as
those of this Section, to any direct or indirect contractual counterparty in
Hedging Agreements or other swap agreements relating to this Agreement or such
counterparty’s professional advisor, (h) with the consent of the Parent
Borrower, and (i) to the extent such Information (i) becomes publicly available
other than as a result of a breach of this Section or (ii) becomes
available to any Agent or any Lender on a nonconfidential basis from a source
other than a Borrower.  For the purposes
of this Section, “Information” means all information received from any Borrower
relating to a Borrower or its business, other than any such information that is
available to any Agent or any Lender on a nonconfidential basis prior to
disclosure by such Borrower; provided that such information is clearly
identified at the time of delivery as confidential.  Any Person required to maintain the
confidentiality of Information as provided in this Section shall be
considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.


Section 9.12.          WAIVER OF JURY TRIAL.


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


Section 9.13.          Release of Collateral.


(a)           On the first date
(the “Release Date”) on which the corporate family rating of the Parent
Borrower from Moody’s is “Baa3” or better and the corporate credit rating of
the Parent Borrower from S&P is “BBB-“ or better, so long as no Event
of Default exists on such date, all Collateral shall be released from the Liens
created by the Guarantee and Collateral Agreement and any other Security
Document, all without delivery of any instrument or performance of any act by
any party, and all rights to the Collateral shall revert to the Loan
Parties.  At the request and sole expense
of any Loan Party following any such release, the Administrative Agent shall
deliver to such Loan Party any Collateral held by the Administrative Agent
under any Security Document, and execute and deliver to such Loan Party such
documents as such Loan Party shall reasonably request to evidence such release.


(b)           If any of the
Collateral shall be Disposed of by any Loan Party in a transaction permitted by
this Agreement, then the Administrative Agent, at the request and sole expense
of such Loan Party, shall execute and deliver to such Loan Party all releases
or other documents reasonably necessary or desirable for the release of the
Liens created by the Guarantee and Collateral Agreement and any other Security
Document on such Collateral.  At the
request and sole expense of the Parent Borrower, a Subsidiary Guarantor shall
be released from its obligations under the Guarantee and Collateral Agreement and
any other Security Document in the event that such Subsidiary Guarantor ceases
to be a Wholly Owned Subsidiary pursuant to a transaction expressly permitted
by this Agreement and if, as a result of such transaction, the Parent Borrower
and its Subsidiaries own less than 75% of the outstanding voting Capital Stock
of such Subsidiary Guarantor.  In
addition, at the request and sole expense of the Parent Borrower, not more than
twice during the term of this Agreement, a Subsidiary Guarantor and the



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Subsidiaries of such Subsidiary Guarantor shall
be released from their respective obligations under the Guarantee and
Collateral Agreement and any other Security Document in the event that a
portion of the Capital Stock of such Subsidiary Guarantor is Disposed of in a
transaction expressly permitted by Section 6.6(d) (but which does not
satisfy the requirements of the preceding sentence); provided that the
aggregate Consolidated EBITDA for the most recently completed period of four
consecutive fiscal quarters for which financial statements have been delivered
pursuant to Section 5.1 (in each case determined at the time of such
transaction) that is attributable to the Subsidiaries released from their
obligations hereunder pursuant to this sentence shall not exceed $40,000,000.  Notwithstanding the foregoing, in no event
shall any Subsidiary be released from its obligations under the Guarantee and
Collateral Agreement or any other Security Document, in the event that such
Subsidiary is a guarantor of any other Indebtedness of any Loan Party.


(c)           At such time as the
Loans, the Reimbursement Obligations, the Foreign Credit Reimbursement
Obligations and the other Obligations shall have been paid in full, the
Commitments have been terminated and no Letters of Credit or Foreign Credit
Instruments shall be outstanding (or shall have been fully cash collateralized
or otherwise supported in a manner consistent with the terms of Section
2.5(j) or Section 2.6(o)(iv), as applicable), the Collateral shall
be released from the Liens created by the Guarantee and Collateral Agreement
and any other Security Document, and each Security Document and all obligations
(other than those expressly stated to survive such termination) of the
Administrative Agent and each Loan Party thereunder shall terminate, all
without delivery of any instrument or performance of any act by any party, and
all rights to the Collateral shall revert to the Loan Parties.  At the request and sole expense of any Loan
Party following any such termination, the Administrative Agent shall deliver to
such Loan Party any Collateral held by the Administrative Agent under any
Security Document, and execute and deliver to such Loan Party such documents as
such Loan Party shall reasonably request to evidence such termination.


Section 9.14.          Judgment Currency.


(a)           The Borrowers’
obligations hereunder and under the other Loan Documents to make payments in a
specified currency (the “Obligation Currency”) shall not be discharged
or satisfied by any tender or recovery pursuant to any judgment expressed in or
converted into any currency other than the Obligation Currency, except to the
extent that such tender or recovery results in the effective receipt by the
applicable Agent or a Lender of the full amount of the Obligation Currency expressed
to be payable to such Agent or such Lender under this Agreement or the other
Loan Documents.  If, for the purpose of
obtaining or enforcing judgment against any Loan Party in any court or in any
jurisdiction, it becomes necessary to convert into or from any currency other
than the Obligation Currency (such other currency being hereinafter referred to
as the “Judgment Currency”) an amount due in the Obligation Currency,
the conversion shall be made, at the rate of exchange (as quoted by the
Administrative Agent or if the Administrative Agent does not quote a rate of
exchange on such currency, by a known dealer in such currency designated by the
Administrative Agent) determined, in each case, as of the Business Day
immediately preceding the date on which the judgment is given (such Business
Day being hereinafter referred to as the “Judgment Currency Conversion Date”).


(b)           If there is a change
in the rate of exchange prevailing between the Judgment Currency Conversion
Date and the date of actual payment of the amount due, the Borrowers covenant
and agree to pay, or cause to be paid, such additional amounts, if any (but in
any event not a lesser amount), as may be necessary to ensure that the amount
paid in the Judgment Currency, when converted at the rate of exchange
prevailing on the date of payment, will produce the amount of the Obligation
Currency which could have been purchased with the amount of Judgment Currency
stipulated in the judgment or judicial award at the rate of exchange prevailing
on the Judgment Currency Conversion Date.



 122
 









(c)           For purposes of
determining any rate of exchange or currency equivalent for this Section, such
amounts shall include any premium and costs payable in connection with the
purchase of the Obligation Currency.


Section 9.15.          USA Patriot Act Notice.


Each
Lender hereby notifies each Borrower 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”) and other applicable foreign
Requirements of Law, it is required to obtain, verify and record information
that identifies each Borrower, which information includes the name and address
of each Borrower and other information that will allow such Lender to identify
each Borrower in accordance with the Act or such other Requirements of Law, as
applicable.


Section
9.16.          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), the Parent Borrower
acknowledges and agrees, and
acknowledges its Subsidiaries’ understanding, that: (a)(i) the arranging
and other services regarding this Agreement provided by the Administrative
Agent, the Foreign Trade Facility Agent and BAS, are arm’s-length commercial
transactions between the Parent Borrower and its Subsidiaries, on the one hand, and the Administrative Agent,
the Foreign Trade Facility Agent and BAS, on the other hand, (ii) the Parent
Borrower has consulted its own legal, accounting, regulatory and tax advisors
to the extent it has deemed appropriate, and (iii) the Parent Borrower 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, the Foreign Trade Facility Agent
and BAS 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 Parent Borrower
or any of Subsidiaries or any other Person and (ii) neither the Administrative
Agent, the Foreign Trade Facility Agent nor BAS has any obligation to the
Parent Borrower or any of its Subsidiaries 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, the Foreign Trade
Facility Agent and BAS and their respective Affiliates may be engaged in a
broad range of transactions that involve interests that differ from those of
the Parent Borrower and its Subsidiaries, and neither the Administrative Agent,
the Foreign Trade Facility Agent nor BAS has any obligation to disclose any of
such interests to the Parent Borrower or its Subsidiaries.  To the fullest extent permitted by law, the
Parent Borrower hereby waives and releases, any claims that it may have against
the Administrative Agent, the Foreign Trade Facility Agent or BAS with respect
to any breach or alleged breach of agency or fiduciary duty in connection with
any aspect of any transaction contemplated hereby.


Section
9.17.          Waiver of Notice of Termination.


Each party hereto that is also a party (in any
capacity) to the Existing Credit Agreement hereby waives (in each of its
capacities under the Existing Credit Agreement) compliance with the 15-day
notice requirement contained in Section 2.6(p) of the Existing Credit
Agreement, such waiver to be deemed to be effective when all of the conditions
set forth in Section 4.1 are satisfied or waived.


[SIGNATURE PAGES FOLLOW]



 123














                IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be duly executed as
of the date first written above.


 


	
  BORROWER:

  	
  SPX CORPORATION,

  
	
   

  	
  A Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin Lilly

  
	
   

  	
  Name:

  	
  Kevin Lilly

  
	
   

  	
  Title:

  	
  Senior Vice President, Secretary & General
  Counsel

  
	
   

  	
   

  
	
  ADMINISTRATIVE

  	
   

  
	
  AGENT:

  	
  BANK OF AMERICA, N.A.,

  
	
   

  	
  As Administrative Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ W. Thomas Barnett

  
	
   

  	
  Name:

  	
  W. Thomas Barnett

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  
	
  FOREIGN
  TRADE

  	
   

  
	
  FACILITY AGENT:

  	
  DEUTSCHE BANK AG DEUTSCHLANDGESCHÄFT BRANCH,

  
	
   

  	
  as
  Foreign Trade Facility Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christiane Roth

  
	
   

  	
  Name:

  	
  Christiane Roth

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jürgen Maiwald

  
	
   

  	
  Name:

  	
  Jürgen Maiwald

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
  LENDERS:

  	
  BANK OF
  AMERICA, N.A.,

  
	
   

  	
  as a
  Lender, Swingline Lender and Issuing Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ W. Thomas Barnett

  
	
   

  	
  Name:

  	
  W. Thomas Barnett

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN
  CHASE BANK, N.A.,

  
	
   

  	
  as a
  Lender

  
	
   

  
	
   

  	
  By:

  	
  /s/ Randolph Cates

  
	
   

  	
  Name:

  	
  Randolph Cates

  
	
   

  	
  Title:

  	
  Executive Director

  



 


124

















 


	
   

  	
  DEUTSCHE BANK AG NEW YORK BRANCH,

  
	
   

  	
  as a
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul O’Leary

  
	
   

  	
  Name:

  	
  Paul O’Leary

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marcus M. Tarkington

  
	
   

  	
  Name:

  	
  Marcus M. Tarkington

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK AG DEUTSCHLANDGESCHÄFT BRANCH,

  
	
   

  	
  as a
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christiane Roth

  
	
   

  	
  Name:

  	
  Christiane Roth

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jürgen Maiwald

  
	
   

  	
  Name:

  	
  Jürgen Maiwald

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN
  CHASE BANK, N.A.,

  
	
   

  	
  as a
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Randolph Cates

  
	
   

  	
  Name:

  	
  Randolph Cates

  
	
   

  	
  Title:

  	
  Executive Director

  
	
   

  	
   

  	
   

  
	
   

  	
  CITIBANK
  NA

  
	
   

  	
  as a
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey A. Neikirth

  
	
   

  	
  Name:

  	
  Jeffrey A. Neikirth

  
	
   

  	
   

  	
   

  
	
   

  	
  SCOTIABANK INC.

  
	
   

  	
  as a
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/J.F. Todd

  
	
   

  	
  Name:

  	
  J.F. Todd

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BANK
  OF NOVA SCOTIA

  
	
   

  	
  as a
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Todd Meller

  
	
   

  	
  Name:

  	
  Todd Meller

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  DRESDNER
  BANK AG NEW YORK BRANCH and

  
	
   

  	
  GRAND
  CAYMAN BANK

  
	
   

  	
  as a
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Enrique Bustamante

  
	
   

  	
  Name:

  	
  Enrique Bustamante

  
	
   

  	
  Title:

  	
  Managing Director

  



 


125

















 


	
   

  	
  By:

  	
  /s/ Joseph Mormak

  
	
   

  	
  Name:

  	
  Joseph Mormak

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BANK
  OF TOKYO-MITSUBISHI UFJ, LTD.

  
	
   

  	
  NEW YORK
  BRANCH

  
	
   

  	
  as a
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joanne Nasuti

  
	
   

  	
  Name:

  	
  Joanne Nasuti

  
	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  CALYON
  NEW YORK BRANCH

  
	
   

  	
  as a
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rod Hurst

  
	
   

  	
  Name:

  	
  Rod Hurst

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael Madnick

  
	
   

  	
  Name:

  	
  Michael Madnick

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  COMMERZBANK
  AG,

  
	
   

  	
  NEW YORK
  AND GRAND CAYMAN BRANCHES

  
	
   

  	
  as a
  Lender for Revolving Credit Facility and Term Loan

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward C.A. Forsberg,
  Jr.

  
	
   

  	
  Name:

  	
  Edward C.A. Forsberg, Jr.

  
	
   

  	
  Title:

  	
  SVP and Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Nivedita Persaud

  
	
   

  	
  Name:

  	
  Nivedita Persaud

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  COMMERZBANK AG, GROSSKUNDENCENTER REGION MITTE

  
	
   

  	
  as a
  Lender for Foreign Credit Instrument Facility

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ R. Müller

  
	
   

  	
  Name:

  	
  R. Müller

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Manfred Peter

  
	
   

  	
  Name:

  	
  Manfred Peter

  
	
   

  	
  Title:

  	
  Vice President

  



 


126

















 


	
   

  	
  MIZUHO
  CORPORATE BANK, LTD.

  
	
   

  	
  as a
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Hidekatsu Take

  
	
   

  	
  Name:

  	
  Hidekatsu Take

  
	
   

  	
  Title:

  	
  Deputy General Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  SUMITOMO
  MITSUI BANKING CORPORATION

  
	
   

  	
  as a
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Yoshihiro Hyakutome

  
	
   

  	
  Name:

  	
  Yoshihiro Hyakutome

  
	
   

  	
  Title:

  	
  General Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  SUNTRUST

  
	
   

  	
  as a
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Frank Baker

  
	
   

  	
  Name:

  	
  Frank Baker

  
	
   

  	
  Title:

  	
  Manager Director

  
	
   

  	
   

  	
   

  
	
   

  	
  DNB NOR
  BANK ASA — NEW YORK BRANCH

  
	
   

  	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
  THE
  GOVERNOR AND COMPANY OF

  
	
   

  	
  THE BANK
  OF IRELAND

  
	
   

  	
  as a
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Barry Heraty

  
	
   

  	
  Name:

  	
  Barry Heraty

  
	
   

  	
  Title:

  	
  Authorised Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul Kelly

  
	
   

  	
  Name:

  	
  Paul Kelly

  
	
   

  	
  Title:

  	
  Authorised Signatory

  



 


127

















 


	
   

  	
  COMERICA
  BANK

  
	
   

  	
  as a
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard C. Hampson

  
	
   

  	
  Name:

  	
  Richard C. Hampson

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  HSBC BANK
  USA,

  
	
   

  	
  NATIONAL
  ASSOCIATION

  
	
   

  	
  as a
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey M. Henry

  
	
   

  	
  Name:

  	
  Jeffrey M. Henry

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  LANDESBANK
  BADEN-WUERTTEMBERG

  
	
   

  	
  NEW YORK
  AND/OR CAYMAN ISLANDS BRANCH

  
	
   

  	
  as a
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Karen Richard

  
	
   

  	
  Name:

  	
  Karen Richard

  
	
   

  	
  Title:

  	
  Vice President and Head of
  Corporate Desk

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Annette Hirschle

  
	
   

  	
  Name:

  	
  Annette Hirschle

  
	
   

  	
  Title:

  	
  Senior Risk Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  UBS LOAN
  FINANCE LLC

  
	
   

  	
  as a
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Julie

  
	
   

  	
  Name:

  	
  David Julie

  
	
   

  	
  Title:

  	
  Associate Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mary E. Evans

  
	
   

  	
  Name:

  	
  Mary E. Evans

  
	
   

  	
  Title:

  	
  Associate Director

  
	
   

  	
   

  	
   

  
	
   

  	
  UBS
  LIMITED

  
	
   

  	
  as a
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ A. Sudlow

  
	
   

  	
  Name:

  	
  A. Sudlow

  
	
   

  	
  Title:

  	
  Executive Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Graham Vance

  
	
   

  	
  Name:

  	
  Graham Vance

  
	
   

  	
  Title:

  	
  Managing Director

  



 


128

















 


	
   

  	
  U S
  BANKNATIONAL ASSOCIATION

  
	
   

  	
  as a
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Chapman

  
	
   

  	
  Name:

  	
  John Chapman

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  WESTLB AG
  NEW YORK BRANCH

  
	
   

  	
  as a
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter Badura

  
	
   

  	
  Name:

  	
  Peter Badura

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Salvatore Battinelli

  
	
   

  	
  Name:

  	
  Salvatore Battinelli

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  ZURICH VERSICHERUNG AG (DEUTSCHLAND)

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gerlinde Nagel

  
	
   

  	
  Name:

  	
  Gerlinde Nagel

  
	
   

  	
  Title:

  	
  Surety Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles Villette

  
	
   

  	
  Name:

  	
  Charles Villette

  
	
   

  	
  Title:

  	
  Underwriter

  
	
   

  	
   

  	
   

  
	
   

  	
  DBS BANK
  LTD., LOS ANGELES AGENCY

  
	
   

  	
  as a
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew Ko

  
	
   

  	
  Name:

  	
  Andrew Ko

  
	
   

  	
  Title:

  	
  General Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  NORTH
  FORK BANK

  
	
   

  	
  A
  DIVISION OF CAPITAL ONE, N.A.

  
	
   

  	
  as a
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Enrico Panno

  
	
   

  	
  Name:

  	
  Enrico
  Panno

  
	
   

  	
  Title:

  	
  Vice
  President

  



 


129

















 


	
   

  	
  TD BANKNORTH, N.A.

  
	
   

  	
  as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ George Bacigalupo

  
	
   

  	
  Name:

  	
  George Bacigalupo

  
	
   

  	
  Title:

  	
  EVP

  
	
   

  	
   

  	
   

  
	
   

  	
  NORDEA BANK FINLAND PLC

  
	
   

  	
  NEW YORK and GRAND CAYMAN BRANCHES

  
	
   

  	
  as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Henrik M. Steffensen

  
	
   

  	
  Name:

  	
  Henrik M. Steffensen

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gerald E. Chelius, Jr.

  
	
   

  	
  Name:

  	
  Gerald E. Chelius, Jr.

  
	
   

  	
  Title:

  	
  SVP Credit

  
	
   

  	
   

  	
   

  
	
   

  	
  INTESASANPAOLO S.P.A.

  
	
   

  	
  as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Carlo Persico

  
	
   

  	
  Name:

  	
  Carlo Persico

  
	
   

  	
  Title:

  	
  C.E.O. of Americas

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert Wurster

  
	
   

  	
  Name:

  	
  Robert Wurster

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF CHINA, NEW YORK BRANCH

  
	
   

  	
  as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Xiaojing Li

  
	
   

  	
  Name:

  	
  Xiaojing Li

  
	
   

  	
  Title:

  	
  General Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK

  
	
   

  	
  as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Carl S. Tabacjar, Jr.

  
	
   

  	
  Name:

  	
  Carl S. Tabacjar, Jr.

  
	
   

  	
  Title:

  	
  Vice President

  



 


130

















 


	
   

  	
  PNC BANK, NATIONAL ASSOCIATION

  
	
   

  	
  as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David B. Gookin

  
	
   

  	
  Name:

  	
  David B. Gookin

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  MEGA INTERNATIONAL COMMERCIAL BANK

  
	
   

  	
  NEW YORK BRANCH as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tsang-Pei Hsu

  
	
   

  	
  Name:

  	
  Tsang-Pei Hsu

  
	
   

  	
  Title:

  	
  Vice President & Deputy General Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  TAIWAN BUSINESS BANK

  
	
   

  	
  as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ben Chou

  
	
   

  	
  Name:

  	
  Ben Chou

  
	
   

  	
  Title:

  	
  V.P. & General Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF TAIWAN

  
	
   

  	
  as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eunice Shiou-Jsu Yeh

  
	
   

  	
  Name:

  	
  Eunice Shiou-Jsu Yeh

  
	
   

  	
  Title:

  	
  SVP & General Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  TAIWAN COOPERATIVE BANK

  
	
   

  	
  as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Po-Chang Ho

  
	
   

  	
  Name:

  	
  Po-Chang Ho

  
	
   

  	
  Title:

  	
  VP & General Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  CHANG HWA COMMERCIAL BANK, LTD.,

  
	
   

  	
  NEW YORK BRANCH

  
	
   

  	
  as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jim C.Y. Chen

  
	
   

  	
  Name:

  	
  Jim C.Y. Chen

  
	
   

  	
  Title:

  	
  VP & General Manager

  



 


131

















 


	
   

  	
  NATIONAL BANK OF EGYPT,

  
	
   

  	
  NEW YORK BRANCH

  
	
   

  	
  as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William Cleary

  
	
   

  	
  Name:

  	
  William Cleary

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  FIRST COMMERCIAL BANK,

  
	
   

  	
  NEW YORK AGENCY

  
	
   

  	
  as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Milton Shine

  
	
   

  	
  Name:

  	
  Milton Shine

  
	
   

  	
  Title:

  	
  VP & General
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF HAWAII

  
	
   

  	
  as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Linda R. Ho

  
	
   

  	
  Name:

  	
  Linda R. Ho

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  E. SUN COMMERCIAL BANK, LTD.

  
	
   

  	
  LOS ANGELES BRANCH

  
	
   

  	
  as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Benjamin Lin

  
	
   

  	
  Name:

  	
  Benjamin Lin

  
	
   

  	
  Title:

  	
  EVP & General
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  TAIPEI FUBON COMMERCIAL BANK
  CO., LTD.

  
	
   

  	
  as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robin S. Wu

  
	
   

  	
  Name:

  	
  Robin S. Wu

  
	
   

  	
  Title:

  	
  AVP & General
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF COMMUNICATIONS CO.,
  LTD.

  
	
   

  	
  NEW YORK BRANCH

  
	
   

  	
  as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Shelley He

  
	
   

  	
  Name:

  	
  Shelley He

  
	
   

  	
  Title:

  	
  Deputy General Manager

  



 


132






 












Exhibit A


 


GUARANTEE AND COLLATERAL AGREEMENT


 


made by


 


SPX CORPORATION


 


and certain of its Subsidiaries


 


in favor of


 


BANK OF AMERICA, N.A.,

as Administrative Agent


 


Dated as of September 21, 2007


 

















 


Table of Contents


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  SECTION 1.

  	
  DEFINED TERMS

  	
  1

  
	
  1.1

  	
  Definitions

  	
  1

  
	
  1.2

  	
  Other Definitional Provisions

  	
  3

  
	
  SECTION 2.

  	
  GUARANTEE

  	
  4

  
	
  2.1

  	
  Guarantee

  	
  4

  
	
  2.2

  	
  Right of Contribution

  	
  5

  
	
  2.3

  	
  No Subrogation

  	
  5

  
	
  2.4

  	
  Amendments, etc. with respect to the Borrower Obligations

  	
  5

  
	
  2.5

  	
  Guarantee Absolute and Unconditional

  	
  6

  
	
  2.6

  	
  Reinstatement

  	
  6

  
	
  2.7

  	
  Payments

  	
  6

  
	
  SECTION 3.

  	
  GRANT
  OF SECURITY INTEREST

  	
  7

  
	
  SECTION 4.

  	
  REPRESENTATIONS
  AND WARRANTIES

  	
  7

  
	
  4.1

  	
  Title; No Other Liens

  	
  7

  
	
  4.2

  	
  Perfected First Priority Liens

  	
  7

  
	
  4.3

  	
  Jurisdiction of Organization

  	
  7

  
	
  4.4

  	
  Pledged Stock

  	
  7

  
	
  SECTION 5.

  	
  COVENANTS

  	
  8

  
	
  5.1

  	
  Delivery of Certificated Securities

  	
  8

  
	
  5.2

  	
  Payment of Obligations

  	
  8

  
	
  5.3

  	
  Maintenance of Perfected Security Interest; Further Documentation

  	
  8

  
	
  5.4

  	
  Changes in Name, etc

  	
  9

  
	
  5.5

  	
  Notices

  	
  9

  
	
  5.6

  	
  Pledged Stock

  	
  9

  
	
  SECTION
  6.

  	
  REMEDIAL
  PROVISIONS

  	
  10

  
	
  6.1

  	
  Pledged Stock

  	
  10

  
	
  6.2

  	
  Proceeds to be Turned Over To Administrative Agent

  	
  11

  
	
  6.3

  	
  Application of Proceeds

  	
  11

  
	
  6.4

  	
  Code and Other Remedies

  	
  12

  
	
  6.5

  	
  Sales, Etc

  	
  13

  
	
  6.6

  	
  Waiver; Deficiency

  	
  13

  
	
  SECTION
  7.

  	
  THE
  ADMINISTRATIVE AGENT

  	
  13

  
	
  7.1

  	
  Administrative Agent’s Appointment as Attorney-in-Fact, etc

  	
  13

  
	
  7.2

  	
  Duty of Administrative Agent

  	
  15

  
	
  7.3

  	
  Execution of Financing Statements

  	
  15

  
	
  7.4

  	
  Authority of Administrative Agent

  	
  15

  
	
  SECTION
  8.

  	
  MISCELLANEOUS

  	
  15

  
	
  8.1

  	
  Amendments in Writing

  	
  15

  
	
  8.2

  	
  Notices

  	
  15

  
	
  8.3

  	
  No Waiver by Course of Conduct; Cumulative Remedies

  	
  16

  
	
  8.4

  	
  Enforcement Expenses; Indemnification

  	
  16

  
	
  8.5

  	
  Successors and Assigns

  	
  16

  
	
  8.6

  	
  Set-Off

  	
  16

  



 


 


i

















 


	
  8.7

  	
  Counterparts

  	
  17

  
	
  8.8

  	
  Severability

  	
  17

  
	
  8.9

  	
  Section Headings

  	
  17

  
	
  8.10

  	
  Integration

  	
  17

  
	
  8.11

  	
  GOVERNING LAW

  	
  17

  
	
  8.12

  	
  Submission To Jurisdiction; Waivers

  	
  17

  
	
  8.13

  	
  Acknowledgements

  	
  18

  
	
  8.14

  	
  Additional Guarantors and Grantors

  	
  18

  
	
  8.15

  	
  Waiver of Jury Trial

  	
  18

  
	
  8.16

  	
  Judgment Currency

  	
  18

  



 


SCHEDULES:


 


1                                          Guarantor Notice Addresses


2                                          Pledged Stock


3                                          Perfection of Liens


4                                          Jurisdiction of Organization; Organizational
Identification Number; Chief Executive Office


 


ANNEXES:


 


1                  Form of Acknowledgement and Consent


2                  Form of Assumption Agreement


 


 


ii
















 


GUARANTEE AND COLLATERAL AGREEMENT


 


GUARANTEE
AND COLLATERAL AGREEMENT, dated as of September 21, 2007, made by each of the
signatories hereto (together with any other entity that may become a party
hereto as provided herein, the “Grantors”), in favor of BANK OF AMERICA,
N.A., as administrative agent (in such capacity, the “Administrative Agent”)
for the banks and other financial institutions (the “Lenders”) from time
to time parties to the Credit Agreement, dated as of September 21, 2007 (as
amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among SPX CORPORATION (the “Parent Borrower”), the
Foreign Subsidiary Borrowers from time to time parties thereto (together with
the Parent Borrower, the “Borrowers”), the Lenders, the Administrative
Agent and DEUTSCHE BANK AG DEUTSCHLANDGESCHÄFT BRANCH, as the Foreign Trade
Facility Agent.


 


W  I  T
N  E  S  S  E  T  H


 


WHEREAS,
pursuant to the Credit Agreement, the Lenders have severally agreed to make
extensions of credit to the Borrowers upon the terms and subject to the
conditions set forth therein;


 


WHEREAS,
the Borrowers are members of an affiliated group of companies that includes
each other Grantor;


 


WHEREAS,
the proceeds of the extensions of credit under the Credit Agreement will be used
in part to enable the Borrowers to make valuable transfers to one or more of
the other Grantors in connection with the operation of their respective
businesses;


 


WHEREAS,
each Grantor will derive substantial direct and indirect benefit from the
making of the extensions of credit under the Credit Agreement; and


 


WHEREAS,
it is a condition precedent to the obligation of the Lenders to make their
respective extensions of credit to the Borrowers under the Credit Agreement
that the Grantors shall have executed and delivered this Agreement to the
Administrative Agent for the ratable benefit of the Secured Parties (as defined
below);


 


NOW,
THEREFORE, in consideration of the premises and to induce the Administrative
Agent and the Lenders to enter into the Credit Agreement and to induce the
Lenders to make their respective extensions of credit to the Borrowers
thereunder, each Grantor hereby agrees with the Administrative Agent, for the
ratable benefit of the Secured Parties, as follows:


 


SECTION
1.   DEFINED TERMS


 


1.1          Definitions. (a) Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings
given to them in the Credit Agreement.


 


(b)          The
following terms shall have the following meanings:


 


“Agreement”: this Guarantee and Collateral
Agreement, as the same may be amended, supplemented or otherwise modified from
time to time.


 


“Borrower Obligations”: the collective
reference to the unpaid principal of and interest on the Loans, Reimbursement
Obligations and Foreign Credit Reimbursement Obligations and 


 


1

















 


all other obligations and liabilities of the Borrowers (including,
without limitation, interest accruing at the then applicable rate provided in
the Credit Agreement after the maturity of the Loans, Reimbursement Obligations
and Foreign Credit Reimbursement Obligations and interest accruing at the then
applicable rate provided in the Credit Agreement after the filing of any
petition in bankruptcy, or the commencement of any insolvency, reorganization
or like proceeding, relating to any Borrower, whether or not a claim for post-filing
or post-petition interest is allowed in such proceeding) to the Administrative
Agent or any other Secured Party, whether direct or indirect, absolute or
contingent, due or to become due, or now existing or hereafter Incurred, which
may arise under, out of, or in connection with, the Credit Agreement, this
Agreement, the other Loan Documents, any Letter of Credit, any Foreign Credit
Instrument (including, without limitation, any such instrument listed on
Part B of Schedule 2.6(a) to the Credit Agreement), any Lender Hedge
Agreement, any Specified Cash Management Agreement or any other document made,
delivered or given in connection with any of the foregoing, in each case
whether on account of principal, interest, reimbursement obligations, fees,
indemnities, costs, expenses or otherwise (including, without limitation, all
fees and disbursements of counsel to the Administrative Agent or to the other
Secured Parties that are required to be paid by any Borrower pursuant to the
terms of any of the foregoing agreements).


 


“Certificated Security”: as defined in
Section 8-102(a)(4) of the New York UCC.


 


“Collateral”: as defined in Section 3.


 


“Collateral Account”: any collateral account
established by the Administrative Agent as provided in Section 6.2.


 


“Financial Asset”: as defined in
Section 8-102(a)(9) of the New York UCC.


 


“Foreign Subsidiary Voting Stock”: the voting
Capital Stock of any Foreign Subsidiary.


 


“Guarantor Obligations”: with respect to any
Guarantor, all obligations and liabilities of such Guarantor which may arise
under or in connection with this Agreement (including, without limitation, Section 2)
or any other Loan Document to which such Guarantor is a party, in each case
whether on account of guarantee obligations, reimbursement obligations, fees,
indemnities, costs, expenses or otherwise (including, without limitation, all
fees and disbursements of counsel to the Administrative Agent or to the other
Secured Parties that are required to be paid by such Guarantor pursuant to the
terms of this Agreement).


 


“Guarantors”: the collective reference to
each Grantor and any other Person that becomes a party hereto as a guarantor in
accordance with the Credit Agreement.


 


“Issuers”: the collective reference to each
issuer of any Pledged Stock.


 


“Lender Hedge Agreement”: any Hedging
Agreement entered into by the Parent Borrower or any Guarantor and any Lender
or Affiliate thereof.


 


“New York UCC”: the Uniform Commercial Code
as from time to time in effect in the State of New York.


 


“Obligations”: (i) in the case of each
Borrower, its Borrower Obligations and its Guarantor Obligations, and (ii) in
the case of each Guarantor, its Guarantor Obligations.


 


2

















 


“Pledged Stock”: the shares of Capital Stock
listed on Schedule 2, together with any other shares, stock
certificates, options or rights of any nature whatsoever in respect of the
Capital Stock of any Person that may be issued or granted to, or directly held
by, any Grantor while this Agreement is in effect; provided that (i) in
no event shall the Capital Stock of a Foreign Subsidiary be Collateral or be
required to be pledged or a security interest granted hereunder unless such
Subsidiary is a Material Subsidiary that is directly owned by the Parent
Borrower or a Domestic Subsidiary, (ii) in no event shall more than 65% of the
total outstanding Foreign Subsidiary Voting Stock of any Foreign Subsidiary be
Collateral or be required to be pledged or a security interest granted
hereunder, (iii) in no event shall the Capital Stock of any non-Wholly Owned
Subsidiary be Collateral or be required to be pledged or a security interest
granted hereunder by any Grantor to the extent, and only to the extent, the
grant by such Grantor of a security interest pursuant to this Agreement in its
right, title and interest in such Capital Stock is prohibited by the
organizational or governing documents of such non-Wholly Owned Subsidiary, (iv)
in no event shall the Capital Stock of any Receivables Entity be Collateral or
be required to be pledged or a security interest granted hereunder by any
Grantor to the extent, and only to the extent, the grant by such Grantor of a security
interest pursuant to this Agreement in its right, title and interest in such
Capital Stock is prohibited by the documentation relating to the Receivables
sale, factoring or securitization to which such Receivables Entity is a party
and (v) in no event shall the Capital Stock of any Foreign Subsidiary be
Collateral or be required to be pledged or a security interest granted
hereunder if such pledge or grant of a security interest would result in a
violation of any laws, regulations or orders of any Governmental Authority be
required to be pledged or a security interest granted hereunder.


 


“Proceeds”: all “proceeds” as such term is
defined in Section 9-102(a)(64) of the New York UCC and, in any event,
shall include, without limitation, all dividends or other income from the
Pledged Stock, collections thereon or distributions or payments with respect
thereto.


 


“Secured Parties”: the collective reference
to the Administrative Agent, the Foreign Trade Facility Agent, the Lenders,
and, in the case of any Lender Hedge Agreement or Specified Cash Management
Agreement, any counterparty thereto that, at the time such Lender Hedge
Agreement or Specified Cash Management Agreement, as applicable, was entered
into, was a Lender or an Affiliate of a Lender.


 


“Security”: as defined in Section 8-102(a)(15)
of the New York UCC.


 


“Securities Act”: the Securities Act of 1933,
as amended.


 


1.2          Other
Definitional Provisions. (a)   The words “hereof,” “herein”,
“hereto” and “hereunder” and words of similar import when used in this
Agreement shall refer to this Agreement as a whole and not to any particular
provision of this Agreement, and Section and Schedule references are
to this Agreement unless otherwise specified.


 


(b)          The
meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.


 


(c)          Where
the context requires, terms relating to the Collateral or any part thereof,
when used in relation to a Grantor, shall refer to such Grantor’s Collateral or
the relevant part thereof.


 


3

















 


SECTION
2.   GUARANTEE


 


2.1          Guarantee.


 


(a)          Each
of the Guarantors hereby, jointly and severally, unconditionally and
irrevocably, guarantees to the Administrative Agent and the Secured Parties and
their respective successors and permitted assigns, the prompt and complete
payment and performance by each Borrower when due (whether at the stated
maturity, by acceleration or otherwise) of its Borrower Obligations (other than
in respect of Excluded Taxes); provided, however, that the Parent
Borrower’s guarantee obligations under this Section 2 shall be
limited to the guarantee of the prompt and complete payment and performance by
each Foreign Subsidiary Borrower when due (whether at the stated maturity, by
acceleration or otherwise) of its respective Borrower Obligations (other than
in respect of Excluded Taxes).


 


(b)          Anything
herein or in any other Loan Document to the contrary notwithstanding, the
maximum liability of each Guarantor hereunder and under the other Loan
Documents shall in no event exceed the amount which can be guaranteed by such
Guarantor under applicable federal and state laws relating to the insolvency of
debtors (after giving effect to the right of contribution established in Section 2.2).


 


(c)          Each
Guarantor agrees that the Borrower Obligations may at any time and from time to
time exceed the amount of the liability of such Guarantor hereunder without
impairing the guarantee contained in this Section 2 or affecting
the rights and remedies of the Administrative Agent or any other Secured Party
hereunder.


 


(d)          The
guarantee contained in this Section 2 shall remain in full force
and effect until all the Borrower Obligations and the obligations of each
Guarantor under the guarantee contained in this Section 2 shall have been
satisfied by payment in full in cash, no Letter of Credit or Foreign Credit
Instrument shall be outstanding (unless fully cash collateralized or otherwise
supported in a manner consistent with the terms of Section 2.5(j) or
2.6(o)(iii), as applicable, of the Credit Agreement) and the Commitments shall
be terminated, notwithstanding that from time to time during the term of the
Credit Agreement the Borrowers may be free from any Borrower Obligations.


 


(e)          The
obligations of each Guarantor here under are those of a primary obligor, and
not merely as a surety, and are expressly and wholly independent of (i) the
Guarantor Obligations of each other Guarantor and (ii) the Borrower’s
Obligations. No payment made by any of the Guarantors or any other Person or
received or collected by the Administrative Agent or any other Secured Party
from any of the Guarantors or any other Person by virtue of any action or
proceeding or any set-off or appropriation or application at any time or from
time to time in reduction of the payment of such Guarantor’s Obligation shall
be deemed to modify, release or otherwise affect the liability of any other
Guarantor hereunder, which shall, notwithstanding any such payment by such
other Guarantor, remain liable for the Borrower Obligations up to the maximum
liability of such Guarantor hereunder until the Borrower Obligations are paid
in full in cash, no Letter of Credit or Foreign Credit Instrument shall be
outstanding and the Commitments are terminated. No partial payment of the
Borrower Obligations made by the Borrower or received or collected by the
Administrative Agent or any other Secured Party from the Borrower by virtue of
any action or proceeding or any set-off or appropriation or application at any
time or from time to time shall be deemed to modify, release or otherwise
affect the liability of any Guarantor hereunder, which shall, notwithstanding
any such partial payment by the Borrower, remain liable for the Borrower
Obligations up to the maximum liability of such Guarantor 


 


4

















 


hereunder until the Borrower Obligations are paid in full in cash, no
Letter of Credit or Foreign Credit Instrument shall be outstanding and the
Commitments are terminated.


 


2.2          Right
of Contribution. Each Subsidiary Guarantor hereby agrees that to the extent that a
Subsidiary Guarantor shall have paid more than its proportionate share of any
payment made hereunder, such Subsidiary Guarantor shall be entitled to seek and
receive contribution from and against any other Subsidiary Guarantor hereunder
which has not paid its proportionate share of such payment. Each Subsidiary
Guarantor’s right of contribution shall be subject to the terms and conditions
of Section 2.3. The provisions of this Section 2.2
shall in no respect limit the obligations and liabilities of any Subsidiary
Guarantor to the Administrative Agent and the other Secured Parties, and each
Subsidiary Guarantor shall remain liable to the Administrative Agent and the other
Secured Parties for the full amount guaranteed by such Subsidiary Guarantor
hereunder.


 


2.3          No
Subrogation.
Notwithstanding any payment made by any Guarantor hereunder or any set-off or
application of funds of any Guarantor by the Administrative Agent or any other
Secured Party, no Guarantor shall be entitled to be subrogated to any of the
rights of the Administrative Agent or any other Secured Party against any
Borrower or any other Guarantor or any collateral security or guarantee or
right of offset held by the Administrative Agent or any other Secured Party for
the payment of the Borrower Obligations, nor shall any Guarantor seek or be
entitled to seek any contribution or reimbursement from any Borrower or any
other Guarantor in respect of payments made by such Guarantor hereunder, until
all amounts owing to the Administrative Agent and the other Secured Parties by
each Borrower on account of its respective Borrower Obligations are paid in
full in cash, no Letter of Credit or Foreign Credit Instrument shall be
outstanding (unless fully cash collateralized or otherwise supported in a
manner consistent with the terms of Section 2.5(j) or 2.6(o)(iii), as
applicable, of the Credit Agreement) and the Commitments are terminated. If any
amount shall be paid to any Guarantor on account of such subrogation rights at
any time when all of the Borrower Obligations shall not have been paid in full
in cash, such amount shall be held by such Guarantor in trust for the
Administrative Agent and the other Secured Parties, segregated from other funds
of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be
turned over to the Administrative Agent in the exact form received by such
Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required),
to be applied against the Borrower Obligations, whether matured or unmatured,
in such order as the Administrative Agent may determine.


 


2.4          Amendments,
etc. with respect to the Borrower Obligations. Each Guarantor shall remain obligated
hereunder notwithstanding that, without any reservation of rights against any
Guarantor and without notice to or further assent by any Guarantor, any demand
for payment of any of the Borrower Obligations made by the Administrative Agent
or any other Secured Party may be rescinded by the Administrative Agent or such
Secured Party and any of the Borrower Obligations continued, and the Borrower
Obligations, or the liability of any other Person upon or for any part thereof,
or any collateral security or guarantee therefor or right of offset with
respect thereto, may, from time to time, in whole or in part, be renewed,
extended, amended, modified, accelerated, compromised, waived, surrendered or
released by the Administrative Agent or any other Secured Party, and the Credit
Agreement and the other Loan Documents and any other documents executed and
delivered in connection therewith may be amended, modified, supplemented or
terminated, in whole or in part, as the Administrative Agent (or the
Administrative Agent, the Required Lenders or all Lenders, as the case may be)
may deem advisable from time to time, and any collateral security, guarantee or
right of offset at any time held by the Administrative Agent or any other
Secured Party for the payment of the Borrower Obligations may be sold,
exchanged, waived, surrendered or released. Neither the Administrative Agent
nor any other Secured Party shall have any obligation to protect, secure,
perfect or insure any Lien at any time held by it as security for the Borrower
Obligations or for the guarantee contained in this Section 2 or any
property subject thereto.


 


5

















 


2.5          Guarantee
Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal,
extension or accrual of any of the Borrower Obligations and notice of or proof
of reliance by the Administrative Agent or any other Secured Party upon the
guarantee contained in this Section 2 or acceptance of the
guarantee contained in this Section 2; the Borrower Obligations,
and any of them, shall conclusively be deemed to have been created, contracted
or incurred, or renewed, extended, amended or waived, in reliance upon the
guarantee contained in this Section 2; and all dealings between any
of the Borrowers and any of the Guarantors, on the one hand, and the
Administrative Agent and the other Secured Parties, on the other hand, likewise
shall be conclusively presumed to have been had or consummated in reliance upon
the guarantee contained in this Section 2. Each Guarantor waives
diligence, presentment, protest, demand for payment and notice of default or
nonpayment to or upon any of the Borrowers or any of the Guarantors with
respect to the Borrower Obligations, except for such demands for payment and/or
notices as are expressly specified in the Credit Agreement. Each Guarantor
understands and agrees that the guarantee contained in this Section 2
shall be construed as a continuing, absolute and unconditional guarantee of
payment without regard to (a) the validity or enforceability of the Credit
Agreement or any other Loan Document, any of the Borrower Obligations or any
other collateral security therefor or guarantee or right of offset with respect
thereto at any time or from time to time held by the Administrative Agent or
any other Secured Party, (b) any defense, set-off or counterclaim (other than a
defense of payment or performance) which may at any time be available to or be
asserted by any Borrower or any other Person against the Administrative Agent
or any other Secured Party, or (c) any other circumstance whatsoever (with or
without notice to or knowledge of any Borrower or such Guarantor) which
constitutes, or might be construed to constitute, an equitable or legal
discharge of any Borrower for the Borrower Obligations, or of such Guarantor
under the guarantee contained in this Section 2, in bankruptcy or
in any other instance. When making any demand hereunder or otherwise pursuing
its rights and remedies hereunder against any Guarantor, the Administrative
Agent or any other Secured Party may, but shall be under no obligation to, make
a similar demand on or otherwise pursue such rights and remedies as it may have
against any Borrower, any other Guarantor or any other Person or against any
collateral security or guarantee for the Borrower Obligations or any right of
offset with respect thereto, and any failure by the Administrative Agent or any
other Secured Party to make any such demand, to pursue such other rights or
remedies or to collect any payments from any Borrower, any other Guarantor or
any other Person or to realize upon any such collateral security or guarantee
or to exercise any such right of offset, or any release of any Borrower, any
other Guarantor or any other Person or any such collateral security, guarantee
or right of offset, shall not relieve any Guarantor of any obligation or
liability hereunder, and shall not impair or affect the rights and remedies,
whether express, implied or available as a matter of law, of the Administrative
Agent or any other Secured Party against any Guarantor. For the purposes hereof
“demand” shall include the commencement and continuance of any legal
proceedings.


 


2.6          Reinstatement. The guarantee contained in this Section 2
shall continue to be effective, or be reinstated, as the case may be, if at any
time payment, or any part thereof, of any of the Borrower Obligations is
rescinded or must otherwise be restored or returned by the Administrative Agent
or any other Secured Party upon the insolvency, bankruptcy, dissolution,
liquidation or reorganization of any Borrower or any Guarantor, or upon or as a
result of the appointment of a receiver, intervenor or conservator of, or
trustee or similar officer for, any Borrower or any Guarantor or any
substantial part of its property, or otherwise, all as though such payments had
not been made.


 


2.7          Payments. Each Guarantor hereby guarantees that
payments hereunder will be paid to the Administrative Agent without set-off or
counterclaim in Dollars at the office of the Administrative Agent located at
Bank of America, N.A., Mail Code: NC1-001-04-39, One Independence Center, 101
N. Tryon Street, Charlotte, North Carolina 28255-0001, attention of Sally A.
Bixby (Telecopy No. 704-719-8876, E-mail: sally.a.bixby@bankofamerica.com).


 


6

















 


SECTION
3.   GRANT OF SECURITY INTEREST


 


Each
Grantor hereby assigns and transfers to the Administrative Agent, and hereby
grants to the Administrative Agent, for the ratable benefit of the Secured
Parties, a security interest in, all Pledged Stock and to the extent not
otherwise included, all Proceeds of the Pledged Stock now owned or at any time
hereafter acquired by such Grantor or in which such Grantor now has or at any
time in the future may acquire any right, title or interest (collectively, the “Collateral”),
as collateral security for the prompt and complete payment and performance when
due (whether at the stated maturity, by acceleration or otherwise) of such
Grantor’s Obligations.


 


SECTION
4.   REPRESENTATIONS AND WARRANTIES


 


To
induce the Administrative Agent, the Foreign Trade Facility Agent and the
Lenders to enter into the Credit Agreement and to induce the Lenders to make
their respective extensions of credit to the Borrowers thereunder, each Grantor
hereby represents and warrants to the Administrative Agent and each other
Secured Party that:


 


4.1          Title;
No Other Liens. Except for the security interest granted to the Administrative Agent
for the ratable benefit of the Secured Parties pursuant to this Agreement and
the other Liens permitted to exist on the Collateral by the Credit Agreement,
such Grantor owns each item of the Collateral free and clear of any and all
Liens or claims of others. No effective financing statement or other public
notice with respect to all or any part of the Collateral is on file or of
record in any public office, except such as have been filed in favor of the
Administrative Agent, for the ratable benefit of the Secured Parties, pursuant
to this Agreement or as are permitted by the Credit Agreement.


 


4.2          Perfected
First Priority Liens. The security interests granted pursuant to this Agreement (a) upon
completion of the filings and other actions specified on Schedule 3
(which, in the case of all filings and other documents referred to on said
Schedule, have been delivered to the Administrative Agent in completed and duly
executed form) will constitute valid perfected security interests in all of the
Collateral in favor of the Administrative Agent, for the ratable benefit of the
Secured Parties, as collateral security for such Grantor’s Obligations,
enforceable in accordance with the terms hereof against all creditors of such
Grantor and any Persons purporting to purchase any Collateral from such Grantor
and (b) are prior to all other Liens on the Collateral in existence on the date
hereof except for Liens permitted by the Credit Agreement which have priority
over the Liens on the Collateral by operation of law.


 


4.3          Jurisdiction
of Organization. On the date hereof, such Grantor’s jurisdiction of organization and
organizational identification number (if any) from such jurisdiction are
specified on Schedule 4.


 


4.4          Pledged
Stock.


 


(a)          The
shares of Pledged Stock pledged by such Grantor hereunder constitute all the
issued and outstanding shares of all classes of the Capital Stock of each
Issuer owned by such Grantor or, in the case of Foreign Subsidiary Voting
Stock, if less, 65% of the outstanding Foreign Subsidiary Voting Stock of each
relevant Issuer.


 


7

















 


(b)          All
the shares of the Pledged Stock have been duly and validly issued and are fully
paid and nonassessable.


 


(c)          Such  Grantor is the record and beneficial owner
of, and has good and marketable title to, the Pledged Stock pledged by it
hereunder.


 


(d)          Except as previously disclosed in
writing to the Administrative Agent, none of the Pledged Stock consisting of
partnership or limited liability company interests (i) is dealt in or traded on
a securities exchange or in a securities market, (ii) by its terms expressly
provides that it is a security governed by Article 8 of the UCC, (iii) is an
investment company security, (iv) is held in a securities account or (v)
constitutes a Security or a Financial Asset.


 


SECTION
5.   COVENANTS


 


Each
Grantor covenants and agrees with the Administrative Agent on behalf of the
Secured Parties that, from and after the date of this Agreement until the
Obligations shall have been paid in full in cash, no Letter of Credit or
Foreign Credit Instrument shall be outstanding (unless fully cash
collateralized or otherwise supported in a manner consistent with the terms of
Section 2.5(j) or 2.6(o)(iii), as applicable, of the Credit Agreement) and
the Commitments shall have terminated:


 


5.1          Delivery
of Certificated Securities. If any amount payable in excess of $5,000,000 under or in connection
with any of the Collateral shall be or become evidenced by any Certificated
Security, such Certificated Security shall be immediately delivered to the
Administrative Agent, duly indorsed in a manner satisfactory to the
Administrative Agent, to be held as Collateral pursuant to this Agreement.


 


5.2          Payment
of Obligations. Such Grantor will pay and discharge or otherwise satisfy at or before
maturity or before they become delinquent, as the case may be, all taxes,
assessments and governmental charges or levies imposed upon or that could
become a Lien upon the Collateral or in respect of income or profits therefrom,
as well as all claims of any kind (including, without limitation, claims for
labor, materials and supplies) against or that could become a Lien upon the
Collateral, except that no such charge need be paid if the amount or validity
thereof is currently being contested in good faith by appropriate proceedings,
reserves in conformity with GAAP with respect thereto have been provided on the
books of such Grantor and such proceedings could not reasonably be expected to
result in a Material Adverse Effect.


 


5.3          Maintenance
of Perfected Security Interest; Further Documentation.


 


(a)          Such
Grantor shall maintain the security interest created by this Agreement as a
perfected security interest having at least the priority described in Section 4.2
and shall defend such security interest against the claims and demands of all
Persons whomsoever.


 


(b)          Such
Grantor will furnish to the Administrative Agent and the other Secured Parties
from time to time statements and schedules further identifying and describing
any Collateral owned by such Grantor and such other reports in connection therewith
as the Administrative Agent may reasonably request, all in reasonable detail.


 


(c)          At
any time and from time to time, upon the written request of the Administrative
Agent, and at the sole expense of such Grantor, such Grantor will promptly and
duly execute and deliver, and have recorded, such further instruments and
documents and take such further actions as the Administrative Agent may
reasonably request for the purpose of obtaining or preserving 


 


8

















 


the full benefits of this Agreement and of the rights and powers herein
granted, including, without limitation, (i) filing any financing or
continuation statements under the Uniform Commercial Code (or other similar
laws) in effect in any jurisdiction with respect to the security interests
created hereby and (ii) taking any actions necessary to enable the
Administrative Agent to obtain “control” (within the meaning of the applicable
Uniform Commercial Code) of the Pledged Stock.


 


5.4          Changes
in Name, etc.
Such Grantor will not, except upon 15 days’ prior written notice to the
Administrative Agent and delivery to the Administrative Agent of all additional
executed financing statements and other documents reasonably requested by the
Administrative Agent to maintain the validity, perfection and priority of the
security interests provided for herein, (a) change its jurisdiction of
organization from that referred to in Section 4.3 or (ii) change
its name.


 


5.5          Notices. Such Grantor will advise the Administrative
Agent promptly, in reasonable detail, of the occurrence of any event which
could reasonably be expected to have a material adverse effect on the validity,
enforceability, perfection or priority of the security interests created
hereby.


 


5.6          Pledged
Stock.


 


(a)          If
such Grantor shall become entitled to receive or shall receive any stock
certificate (including, without limitation, any certificate representing a
stock dividend or a distribution in connection with any reclassification,
increase or reduction of capital or any certificate issued in connection with
any reorganization), option or rights in respect of the Capital Stock of any
Issuer, whether in addition to, in substitution of, as a conversion of, or in
exchange for, any shares of the Pledged Stock, or otherwise in respect thereof,
such Grantor shall accept the same as the agent of the Administrative Agent and
the other Secured Parties, hold the same in trust for the Administrative Agent
and the other Secured Parties and promptly (but not later than the next
Collateral Date) deliver the same to the Administrative Agent in the exact form
received, duly indorsed by such Grantor to the Administrative Agent, if
required, together with an undated stock power covering such certificate duly
executed in blank by such Grantor and with, if the Administrative Agent so
requests, signature guaranteed, to be held by the Administrative Agent, subject
to the terms hereof, as additional collateral security for the Obligations. If
an Event of Default shall have occurred and be continuing, upon request of the
Administrative Agent, any sums paid upon or in respect of the Pledged Stock
upon the liquidation or dissolution of any Issuer and any distribution of
capital made on or in respect of the Pledged Stock or distributed upon or with
respect to the Pledged Stock pursuant to the recapitalization or
reclassification of the capital of any Issuer or pursuant to the reorganization
thereof, shall be paid over or delivered to the Administrative Agent to be held
by it hereunder as additional collateral security for the Obligations. If any
sums of money or property so paid or distributed in respect of the Pledged
Stock shall be received by such Grantor, such Grantor shall, until such money
or property is paid or delivered to the Administrative Agent if required by the
immediately proceeding sentence, hold such money or property in trust for the
Administrative Agent and the other Secured Parties, segregated from other funds
of such Grantor, as additional collateral security for the Obligations.


 


(b)          Without
the prior written consent of the Administrative Agent, such Grantor will not
(i) vote to enable, or take any other action to permit, any Issuer to issue any
stock or other equity securities of any nature or to issue any other securities
convertible into or granting the right to purchase or exchange for any stock or
other equity securities of any nature of any Issuer (except pursuant to a
transaction expressly permitted by the Credit Agreement), (ii) sell, assign,
transfer, exchange, or otherwise dispose of, or grant any option with respect
to, the Pledged Stock or Proceeds thereof (except pursuant to a transaction
expressly permitted by the Credit


 


9

















Agreement), (iii) create, incur or permit to exist any Lien or option
in favor of, or any claim of any Person with respect to, any of the Pledged
Stock or Proceeds thereof, or any interest therein, except for the security
interests created by this Agreement (except pursuant to a transaction expressly
permitted by the Credit Agreement) or (iv) enter into any agreement or
undertaking restricting the right or ability of such Grantor or the
Administrative Agent to sell, assign or transfer any of the Pledged Stock or
Proceeds thereof (other than in anticipation of a Disposition of Pledged Stock
in a transaction expressly permitted by the Credit Agreement).


 


(c)          In
the case of each Grantor which is an Issuer, such Issuer agrees that (i) it
will be bound by the terms of this Agreement relating to the Pledged Stock
issued by it and will comply with such terms insofar as such terms are
applicable to it, (ii) it will notify the Administrative Agent promptly (but
not later than the next Collateral Date) in writing of the occurrence of any of
the events described in Section 5.6(a) with respect to the Pledged
Stock issued by it and (iii) the terms of Sections 6.1(c) and 6.5
shall apply to it, mutatis mutandis, with
respect to all actions that may be required of it pursuant to Section 6.1(c)
or 6.5 with respect to the Pledged Stock issued by it.


 


SECTION
6.   REMEDIAL PROVISIONS


 


6.1          Pledged
Stock. (a)
Unless an Event of Default shall have occurred and be continuing and the
Administrative Agent shall have given notice to the relevant Grantor of the
Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.1(b),
each Grantor shall be permitted to receive and use (free of the Lien under this
Agreement) all cash dividends paid in respect of the Pledged Stock, to the
extent not prohibited by the Credit Agreement, and to exercise all voting and
corporate or other organizational rights with respect to the Pledged Stock; provided, however, that no vote
shall be cast or corporate or other organizational right exercised or other
action taken in violation of any provision of the Credit Agreement, this
Agreement or any other Loan Document.


 


(b)          If
an Event of Default shall occur and be continuing and the Administrative Agent
shall give notice of its intent to exercise such rights to the relevant Grantor
or Grantors, (i) the Administrative Agent shall have the right to receive any
and all cash dividends, payments or other Proceeds paid in respect of the
Pledged Stock and make application thereof to the Obligations in such order as
the Administrative Agent may determine, and (ii) any or all of the Pledged
Stock shall be registered in the name of the Administrative Agent or its
nominee, and the Administrative Agent or its nominee may thereafter exercise
(x) all voting, corporate and other rights pertaining to such Pledged Stock at
any meeting of shareholders of the relevant Issuer or Issuers or otherwise and
(y) any and all rights of conversion, exchange and subscription and any other
rights, privileges or options pertaining to such Pledged Stock as if it were
the absolute owner thereof (including, without limitation, the right to
exchange at its discretion any and all of the Pledged Stock upon the merger,
consolidation, reorganization, recapitalization or other fundamental change in
the corporate or other organizational structure of any Issuer, or upon the
exercise by any Grantor or the Administrative Agent of any right, privilege or
option pertaining to such Pledged Stock, and in connection therewith, the right
to deposit and deliver any and all of the Pledged Stock with any committee,
depositary, transfer agent, registrar or other designated agency upon such
terms and conditions as the Administrative Agent may determine), all without
liability except to account for property actually received by it, but the
Administrative Agent shall have no duty to any Grantor to exercise any such
right, privilege or option and shall not be responsible for any failure to do
so or delay in so doing.


 


10
















 


(c)          Each Grantor hereby authorizes and instructs each Issuer of any Pledged
Stock pledged by such Grantor hereunder to (i) comply with any instruction
received by it from the Administrative Agent in writing that (x) states that an
Event of Default has occurred and is continuing and (y) is otherwise in
accordance with the terms of this Agreement, without any other or further
instructions from such Grantor, and each Grantor agrees that each Issuer shall
be fully protected in so complying, and (ii) to the extent required hereby, pay
any dividends or other payments with respect to the Pledged Stock directly to
the Administrative Agent.


 


6.2          Proceeds to be Turned Over To Administrative Agent. In addition to the rights of the
Administrative Agent on behalf of the Secured Parties specified in Section 6.1
with respect to dividends and payments in respect of Pledged Stock, if an Event
of Default shall occur and be continuing, at the request of the Administrative
Agent, all Proceeds received by any Grantor consisting of cash, checks and
other near-cash items shall be held by such Grantor in trust for the
Administrative Agent and the other Secured Parties, segregated from other funds
of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned
over to the Administrative Agent in the exact form received by such Grantor
(duly indorsed by such Grantor to the Administrative Agent, if required). All
Proceeds received by the Administrative Agent hereunder shall be held by the
Administrative Agent in a Collateral Account maintained under its sole dominion
and control. All Proceeds while held by the Administrative Agent in a
Collateral Account (or by such Grantor in trust for the Administrative Agent
and the other Secured Parties) shall continue to be held as collateral security
for all the Obligations and shall not constitute payment thereof until applied
as provided in Section 6.3.


 


6.3          Application of Proceeds. At such intervals as may be agreed upon by
the Parent Borrower and the Administrative Agent, or, if an Event of Default
shall have occurred and be continuing, at any time at the Administrative Agent’s
election, the Administrative Agent may apply all or any part of Proceeds
constituting Collateral, whether or not held in any Collateral Account, and any
proceeds of the guarantee set forth in Section 2, in payment of the
Obligations in the following order:


 


First, to pay incurred and unpaid fees and expenses of the Administrative
Agent and the Foreign Trade Facility Agent under the Loan Documents;


 


Second, to pay incurred and unpaid fees and expenses of the Secured Parties
under the Loan Documents;


 


Third, to the Administrative Agent, for application by it towards payment of
amounts then due and owing and remaining unpaid in respect of the Obligations, pro
rata among the Secured Parties according to the amounts of the
Obligations then due and owing and remaining unpaid to the Secured Parties;


 


Fourth, to (i) the payment of that portion of the Obligations constituting
unpaid principal of the Loans, LC Disbursements, Foreign Credit Disbursements
and any other amounts then due and owing and remaining unpaid in respect of the
Obligations and (ii) cash collateralize all outstanding Letters of Credit and
Foreign Credit Instruments (unless already fully cash collateralized or
otherwise supported in a manner consistent with the terms of Section 2.5(j)
or 2.6(o)(iii), as applicable, of the Credit Agreement), pro  rata
among the Secured Parties according to the amounts of the Obligations then held
by the Secured Parties; provided that (a) if any LC Disbursement or Foreign
Credit Disbursement shall occur under any Letter of Credit or Foreign Credit
Instrument for which cash collateral has been provided in accordance herewith,
then such cash collateral shall be applied to the extent thereof to reimburse
such LC Disbursement or Foreign Credit Disbursement, as applicable, (b) if any
Letter of Credit or Foreign Credit Instrument for which cash collateral has
been provided in accordance herewith shall expire


 


11

















 


without
any pending drawing or terminate, then the cash collateral provided for such
Letter of Credit or Foreign Credit Instrument, as applicable, shall be
reallocated in accordance with the provisions of this Section in the order of
priority determined under paragraphs First, Second, Third, Fourth and Fifth, as
applicable, and (iii) if any Letter of Credit or Foreign Credit Instrument for
which cash collateral has been provided in accordance herewith shall be amended
to reduce the Face Amount thereof or if the Face Amount thereof shall otherwise
be reduced in accordance with the terms and conditions of such Letter of Credit
or Foreign Credit Instrument, and in either such event the remaining amount of
cash collateral held for such Letter of Credit or Foreign Credit Instrument
exceeds the amount of cash collateral required to be maintained in respect of
such Letter of Credit or Foreign Credit Instrument in accordance with the
Credit Agreement, then the excess amount of cash collateral held in accordance
herewith for such Letter of Credit or Foreign Credit Instrument, as applicable,
shall be reallocated in accordance with the provisions of this Section in the
order of priority determined under paragraphs First, Second, Third, Fourth and
Fifth, as applicable; and


 


Fifth, any balance of such Proceeds remaining after the Obligations shall
have been paid in full in cash, no Letters of Credit or Foreign Credit
Instruments shall be outstanding (unless fully cash collateralized or otherwise
supported in a manner consistent with the terms of Section 2.5(j) or
2.6(o)(iii), as applicable, of the Credit Agreement) and the Commitments shall
have terminated shall be paid over to the applicable Grantor or to whomsoever
may be lawfully entitled to receive the same.


 


6.4          Code and Other Remedies. If an Event of Default shall occur and be
continuing, the Administrative Agent, on behalf of the Secured Parties, may
exercise, in addition to all other rights and remedies granted to them in this
Agreement and in any other instrument or agreement securing, evidencing or
relating to the Obligations, all rights and remedies of a secured party under
the New York UCC or any other applicable law. Without limiting the generality
of the foregoing, the Administrative Agent, without demand of performance or
other demand, presentment, protest, advertisement or notice of any kind (except
any notice required by law referred to below) to or upon any Grantor or any
other Person (all and each of which demands, defenses, advertisements and
notices are hereby waived to the maximum extent permitted under applicable
law), may in such circumstances forthwith collect, receive, appropriate and
realize upon the Collateral, or any part thereof, and/or may forthwith sell,
lease, assign, give option or options to purchase, or otherwise dispose of and
deliver the Collateral or any part thereof (or contract to do any of the
foregoing), in one or more parcels at public or private sale or sales, at any
exchange, broker’s board or office of the Administrative Agent or any other
Secured Party or elsewhere upon such terms and conditions as it may deem
advisable and at such prices as it may deem best, for cash or on credit or for
future delivery without assumption of any credit risk. The Administrative Agent
or any other Secured Party shall have the right upon any such public sale or
sales, and, to the extent permitted by law, upon any such private sale or
sales, to purchase the whole or any part of the Collateral so sold, free of any
right or equity of redemption in any Grantor, which right or equity is hereby
waived and released. Each Grantor further agrees, at the Administrative Agent’s
request, to assemble the Collateral and make it available to the Administrative
Agent at places which the Administrative Agent shall reasonably select, whether
at such Grantor’s premises or elsewhere. The Administrative Agent shall apply
the net proceeds of any action taken by it pursuant to this Section 6.4,
after deducting all reasonable costs and expenses of every kind incurred in
connection therewith or incidental to the care or safekeeping of any of the
Collateral or in any way relating to the Collateral or the rights of the
Administrative Agent and the other Secured Parties hereunder, including,
without limitation, reasonable attorneys’ fees and disbursements, to the
payment in whole or in part of the Obligations, in the order specified in Section 6.3,
and only after such application and after the payment by the Administrative
Agent of any other amount required by any provision of law, including, without
limitation, Section 9-615(a)(3) of the New York UCC, need the
Administrative Agent account for the surplus, if any, to any Grantor. To the
extent permitted by


 


12

















 


applicable
law, each Grantor waives all claims, damages and demands it may acquire against
the Administrative Agent or any other Secured Party arising out of the exercise
by them of any rights hereunder in accordance with the terms hereof and
applicable law. If any notice of a proposed sale or other disposition of
Collateral shall be required by law, such notice shall be deemed reasonable and
proper if given at least 10 days before such sale or other disposition.


 


6.5         Sales, Etc.. (a)
Each Grantor recognizes that the Administrative Agent may be unable to effect a
public sale of any or all the Pledged Stock, by reason of certain prohibitions
contained in the Securities Act and applicable state securities laws or
otherwise, and may be compelled to resort to one or more private sales thereof
to a restricted group of purchasers which will be obliged to agree, among other
things, to acquire such securities for their own account for investment and not
with a view to the distribution or resale thereof. Each Grantor acknowledges
and agrees that any such private sale may result in prices and other terms less
favorable than if such sale were a public sale and, notwithstanding such
circumstances, agrees that any such private sale shall be deemed to have been
made in a commercially reasonable manner. The Administrative Agent shall be
under no obligation to delay a sale of any of the Pledged Stock for the period
of time necessary to permit the Issuer thereof to register such securities for
public sale under the Securities Act, or under applicable state securities
laws, even if such Issuer would agree to do so.


 


(b)          Each
Grantor agrees to use its best efforts to do or cause to be done all such other
acts as may be necessary to make such sale or sales of all or any portion of
the Pledged Stock pursuant to this Section 6.5 valid and binding
and in compliance with any and all other applicable Requirements of Law. Each
Grantor further agrees that a breach of any of the covenants contained in this Section 6.5
will cause irreparable injury to the Administrative Agent and the other Secured
Parties, that the Administrative Agent and the other Secured Parties have no
adequate remedy at law in respect of such breach and, as a consequence, that
each and every covenant contained in this Section 6.5 shall be
specifically enforceable against such Grantor, and such Grantor hereby waives
and agrees not to assert any defenses against an action for specific
performance of such covenants except for a defense that no Event of Default has
occurred under the Credit Agreement.


 


6.6          Waiver; Deficiency. Each Grantor shall remain liable for any
deficiency if the proceeds of any sale or other disposition of the Collateral
are insufficient to pay its Obligations and the fees and disbursements of any
attorneys employed by the Administrative Agent or any other Secured Party to
collect such deficiency.


 


SECTION
7.   THE ADMINISTRATIVE
AGENT


 


7.1          Administrative Agent’s Appointment as Attorney-in-Fact,
etc. (a)
Each Grantor hereby irrevocably constitutes and appoints the Administrative
Agent and any officer or agent thereof, with full power of substitution, as its
true and lawful attorney-in-fact with full irrevocable power and authority in
the place and stead of such Grantor and in the name of such Grantor or in its
own name, for the purpose of carrying out the terms of this Agreement, to take
any and all appropriate action and to execute any and all documents and
instruments which may be necessary or desirable to accomplish the purposes of
this Agreement, and, without limiting the generality of the foregoing, each
Grantor hereby gives the Administrative Agent the power and right, on behalf of
such Grantor, without notice to or assent by such Grantor, to do any or all of
the following:


 


13

















 


(i)            in the name of such Grantor or its own name,
or otherwise, take possession of and indorse and collect any checks, drafts,
notes, acceptances or other instruments for the payment of moneys due with
respect to any Collateral and file any claim or take any other action or
proceeding in any court of law or equity or otherwise deemed appropriate by the
Administrative Agent for the purpose of collecting any and all such moneys due
with respect to any Collateral whenever payable;


 


(ii)           pay or discharge taxes and Liens levied or placed on or threatened
against the Collateral;


 


(iii)          execute, in connection with any sale provided for in Section 6.4
or 6.5, any indorsements, assignments or other instruments of conveyance
or transfer with respect to the Collateral; and


 


(iv)          (1) direct any party liable for any payment
under any of the Collateral to make payment of any and all moneys due or to
become due thereunder directly to the Administrative Agent or as the
Administrative Agent shall direct; (2) ask or demand for, collect, and receive
payment of and receipt for, any and all moneys, claims and other amounts due or
to become due at any time in respect of or arising out of any Collateral; (3)
sign and indorse any notices and other documents in connection with any of the
Collateral; (4) commence and prosecute any suits, actions or proceedings at law
or in equity in any court of competent jurisdiction to collect the Collateral
or any portion thereof and to enforce any other right in respect of any
Collateral; (5) defend any suit, action or proceeding brought against such
Grantor with respect to any Collateral; (6) settle, compromise or adjust any
such suit, action or proceeding and, in connection therewith, give such
discharges or releases as the Administrative Agent may deem appropriate; and
(7) generally, sell, transfer, pledge and make any agreement with respect to or
otherwise deal with any of the Collateral as fully and completely as though the
Administrative Agent were the absolute owner thereof for all purposes, and do,
at the Administrative Agent’s option and such Grantor’s expense, at any time,
or from time to time, all acts and things which the Administrative Agent deems
necessary to protect, preserve or realize upon the Collateral and the
Administrative Agent’s and the other Secured Parties’ security interests
therein and to effect the intent of this Agreement, all as fully and
effectively as such Grantor might do.


 


Anything in this Section 7.1(a) to the
contrary notwithstanding, the Administrative Agent agrees that it will not
exercise any rights under the power of attorney provided for in this Section 7.1(a)
unless an Event of Default shall have occurred and be continuing.


 


(b)          If any Grantor fails to perform or comply with any of its agreements
contained herein, the Administrative Agent, at its option, but without any
obligation so to do, may perform or comply, or otherwise cause performance or
compliance, with such agreement.


 


(c)          The expenses of the Administrative Agent incurred in connection with
actions undertaken as provided in this Section 7.1, together with
interest thereon at a rate per annum equal to the highest rate per annum at
which interest would then be payable on any category of past due ABR Loans
under the Credit Agreement, from the date of payment by the Administrative
Agent to the date reimbursed by the relevant Grantor, shall be payable by such
Grantor to the Administrative Agent on demand.


 


14

















 


(d)          Each Grantor hereby ratifies all that said attorneys shall lawfully do
or cause to be done by virtue hereof in accordance with the terms hereof. All
powers, authorizations and agencies contained in this Agreement are coupled
with an interest and are irrevocable until this Agreement is terminated and the
security interests created hereby are released.


 


7.2          Duty of Administrative Agent. The Administrative Agent’s sole duty with
respect to the custody, safekeeping and physical preservation of the Collateral
in its possession, under Section 9-207 of the New York UCC or otherwise,
shall be to deal with it in the same manner as the Administrative Agent deals
with similar property for its own account. Neither the Administrative Agent,
any other Secured Party nor any of their respective officers, directors,
employees or agents shall be liable for failure to demand, collect or realize
upon any of the Collateral or for any delay in doing so or shall be under any
obligation to sell or otherwise dispose of any Collateral upon the request of any
Grantor or any other Person or to take any other action whatsoever with regard
to the Collateral or any part thereof. The powers conferred on the
Administrative Agent and the other Secured Parties hereunder are solely to
protect the Administrative Agent’s and the other Secured Parties’ interests in
the Collateral and shall not impose any duty upon the Administrative Agent or
any other Secured Party to exercise any such powers. The Administrative Agent
and the other Secured Parties shall be accountable only for amounts that they
actually receive as a result of the exercise of such powers, and neither they
nor any of their officers, directors, employees or agents shall be responsible
to any Grantor for any act or failure to act hereunder, except for their own
gross negligence or willful misconduct.


 


7.3          Execution of Financing Statements. Pursuant to any applicable law, each
Grantor authorizes the Administrative Agent to file or record financing
statements and other filing or recording documents or instruments with respect
to the Collateral without the signature of such Grantor in such form and in
such offices as the Administrative Agent determines appropriate to perfect the
security interests of the Administrative Agent under this Agreement. Each
Grantor ratifies and authorizes the filing by the Administrative Agent of any
financing statement with respect to the Collateral made prior to the date
hereof.


 


7.4          Authority of Administrative Agent. Each Grantor acknowledges that the rights
and responsibilities of the Administrative Agent under this Agreement with
respect to any action taken by the Administrative Agent or the exercise or non-exercise
by the Administrative Agent of any option, voting right, request, judgment or
other right or remedy provided for herein or resulting or arising out of this
Agreement shall, as between the Administrative Agent and the other Secured
Parties, be governed by the Credit Agreement and by such other agreements with
respect thereto as may exist from time to time among them, but, as between the
Administrative Agent and the Grantors, the Administrative Agent shall be
conclusively presumed to be acting as agent for the Secured Parties with full
and valid authority so to act or refrain from acting, and no Grantor shall be
under any obligation, or entitlement, to make any inquiry respecting such
authority.


 


SECTION
8.         MISCELLANEOUS


 


8.1          Amendments in Writing. None of the terms or provisions of this
Agreement may be waived, amended, supplemented or otherwise modified except in
accordance with Section 9.2(b) of the Credit Agreement.


 


8.2          Notices. All notices, requests and demands to or upon the Administrative Agent
or any Guarantor hereunder shall be effected in the manner provided for in
Section 9.1 of the Credit Agreement; provided that any such notice,
request or demand to or upon any Guarantor shall be addressed to such Guarantor
at its notice address set forth on Schedule 1.


 


15

















 


8.3          No Waiver by Course of Conduct; Cumulative Remedies. Neither the Administrative Agent nor any
other Secured Party shall by any act (except by a written instrument pursuant
to Section 8.1), delay, indulgence, omission or otherwise be deemed
to have waived any right or remedy hereunder or to have acquiesced in any
Default or Event of Default. No failure to exercise, nor any delay in
exercising, on the part of the Administrative Agent or any other Secured Party,
any right, power or privilege hereunder shall operate as a waiver thereof. No
single or partial exercise of any right, power or privilege hereunder shall
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. A waiver by the Administrative Agent or any other
Secured Party of any right or remedy hereunder on any one occasion shall not be
construed as a bar to any right or remedy which the Administrative Agent or
such Secured Party would otherwise have on any future occasion. The rights and
remedies herein provided are cumulative, may be exercised singly or concurrently
and are not exclusive of any other rights or remedies provided by law.


 


8.4          Enforcement Expenses; Indemnification. (a)
Each Guarantor agrees to pay or reimburse the Administrative Agent and each
other Secured Party for all its costs and expenses incurred in collecting
against such Guarantor under the guarantee contained in Section 2
or otherwise enforcing or preserving any rights under this Agreement and the
other Loan Documents to which such Guarantor is a party, including, without
limitation, the reasonable fees and disbursements of counsel (including the
allocated fees and expenses of in-house counsel) to the Administrative Agent
and the Secured Parties to the extent any Borrower would be required to do so
pursuant to Section 9.3 of the Credit Agreement.


 


(b)          Each Guarantor agrees to pay, and to save the Administrative Agent and
the other Secured Parties harmless from, any and all liabilities with respect
to, or resulting from any delay in paying, any and all stamp, excise, sales or
other taxes (other than Excluded Taxes) which may be payable or determined to
be payable with respect to any of the Collateral or in connection with any of
the transactions contemplated by this Agreement.


 


(c)          Each Guarantor agrees to pay, and to save the Administrative Agent and
the other Secured Parties harmless from, any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever with respect to the execution,
delivery, enforcement, performance and administration of this Agreement to the
extent any Borrower would be required to do so pursuant to Section 9.3 of
the Credit Agreement.


 


(d)          The agreements in this Section 8.4 shall survive repayment
of the Obligations and all other amounts payable under the Credit Agreement and
the other Loan Documents.


 


8.5          Successors and Assigns. This Agreement shall be binding upon the
successors and assigns of each Guarantor and shall inure to the benefit of the
Administrative Agent and the other Secured Parties and their successors and
permitted assigns; provided that no
Guarantor may assign, transfer or delegate any of its rights or obligations
under this Agreement without the prior written consent of the Administrative
Agent.


 


8.6          Set-Off. If an Event of Default shall have occurred and be continuing, each
Guarantor hereby irrevocably authorizes the Administrative Agent and after
obtaining the prior written consent of the Administrative Agent, each other
Secured Party upon any amount becoming due and payable by any Borrower under
the Credit Agreement (whether at the stated maturity, by acceleration or
otherwise), without notice to such Guarantor or any other Guarantor, any such
notice being expressly waived by each Guarantor, to set-off and appropriate and
apply any and all deposits (general or special, time or demand, provisional or
final), in any currency, and any other credits, indebtedness or claims, in any
currency, in


 


16

















 


each
case whether direct or indirect, absolute or contingent, matured or unmatured,
at any time held or owing by the Administrative Agent or such Secured Party to
or for the credit or the account of such Guarantor, or any part thereof in such
amounts as the Administrative Agent or such Secured Party may elect, against
and on account of the obligations and liabilities of such Guarantor to the
Administrative Agent or such Secured Party hereunder, in any currency, whether
arising hereunder, under the Credit Agreement, any other Loan Document or
otherwise, as the Administrative Agent or such Secured Party may elect, whether
or not the Administrative Agent or any other Secured Party has made any demand
for payment and although such obligations, liabilities and claims may be
contingent or unmatured. The Administrative Agent and each other Secured Party
shall notify such Guarantor promptly of any such set-off and the application
made by the Administrative Agent or such Secured Party of the proceeds thereof,
provided that the failure to give such notice shall not affect the
validity of such set-off and application. The rights of the Administrative
Agent and each other Secured Party under this Section 8.6 are in
addition to other rights and remedies (including, without limitation, other rights
of set-off) which the Administrative Agent or such Secured Party may have.


 


8.7          Counterparts. This Agreement may be executed by one or
more of the parties to this Agreement on any number of separate counterparts
(including by telecopy), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.


 


8.8          Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


 


8.9          Section Headings. The Section headings used in this
Agreement are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation
hereof.


 


8.10       Integration. This Agreement and the other Loan Documents
represent the agreement of the Guarantors, the Administrative Agent and the
other Secured Parties with respect to the subject matter hereof and thereof,
and there are no promises, undertakings, representations or warranties by the
Administrative Agent or any other Secured Party relative to subject matter
hereof and thereof not expressly set forth or referred to herein or in the
other Loan Documents.


 


8.11       GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK
(INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATION LAW).


 


8.12       Submission To Jurisdiction; Waivers. Each Guarantor hereby irrevocably and
unconditionally:


 


(a)          submits for itself and its property in any legal action or proceeding
relating to this Agreement and the other Loan Documents to which it is a party,
or for recognition and enforcement of any judgment in respect thereof, to the
non-exclusive general jurisdiction of the Courts of the State of New York
sitting in New York County, the United States District Court for the Southern
District of New York, and appellate courts from any thereof;


 


(b)          consents that any such action or proceeding may be brought in such
courts and waives any objection that it may now or hereafter have to the venue
of any such action or


 


17

















 


proceeding
in any such court or that such action or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same;


 


(c)          agrees that service of process in any such action or proceeding may be
effected by mailing a copy thereof by registered or certified mail (or any
substantially similar form of mail), postage prepaid, to such Guarantor at its
address referred to in Section 8.2 or at such other address of
which the Administrative Agent shall have been notified pursuant thereto;


 


(d)          agrees that nothing herein shall affect the right to effect service of
process in any other manner permitted by law or shall limit the right to sue in
any other jurisdiction; and


 


(e)          waives, to the maximum extent not prohibited by law, any right it may
have to claim or recover in any legal action or proceeding referred to in this
Section any special, exemplary, punitive or consequential damages.


 


8.13       Acknowledgements. Each Guarantor hereby acknowledges that:


 


(a)          it has been advised by counsel in the negotiation, execution and
delivery of this Agreement and the other Loan Documents to which it is a party;


 


(b)          neither the Administrative Agent nor any other Secured Party has any
fiduciary relationship with or duty to any Guarantor arising out of or in
connection with this Agreement or any of the other Loan Documents, and the
relationship between the Guarantors, on the one hand, and the Administrative
Agent and the other Secured Parties, on the other hand, in connection herewith
or therewith is solely that of debtor and creditor; and


 


(c)          no joint venture is created hereby or by the other Loan Documents or
otherwise exists by virtue of the transactions contemplated hereby among the
Secured Parties or among the Guarantors and the Secured Parties.


 


8.14       Additional Guarantors and Grantors. Each Subsidiary of the Parent Borrower that
is required to become a party to this Agreement pursuant to Section 5.11
of the Credit Agreement shall become a Guarantor and, to the extent required by
Section 5.11 of the Credit Agreement, a Grantor for all purposes of this
Agreement upon execution and delivery by such Subsidiary of an Assumption Agreement
in the form of Annex 2 hereto.


 


8.15       Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


 


8.16        Judgment
Currency.


 


(a)           The
Guarantors’ obligations hereunder and under the other Loan Documents to make
payments in a specified currency (the “Obligation Currency”) shall not
be discharged or satisfied by any tender or recovery pursuant to any judgment
expressed in or converted into any currency other than the Obligation Currency,
except to the extent that such tender or recovery results in the effective
receipt by the applicable Agent or a Lender of the full amount of the
Obligation Currency expressed to be payable to the applicable Agent or such
Lender under this Agreement or the other Loan Documents. If, for the purpose of
obtaining or enforcing judgment against any Guarantor in any court or in any
jurisdiction, it becomes necessary to convert into or from any currency other
than the Obligation Currency (such other


 


18

















 


currency
being hereinafter referred to as the “Judgment Currency”) an amount due
in the Obligation Currency, the conversion shall be made, at the rate of
exchange (as quoted by the Administrative Agent or if the Administrative Agent
does not quote a rate of exchange on such currency, by a known dealer in such
currency designated by the Administrative Agent) determined, in each case, as of
the Business Day immediately preceding the date on which the judgment is given
(such Business Day being hereinafter referred to as the “Judgment Currency
Conversion Date”).


 


(b)           If
there is a change in the rate of exchange prevailing between the Judgment
Currency Conversion Date and the date of actual payment of the amount due, the
Guarantors covenant and agree to pay, or cause to be paid, such additional
amounts, if any (but in any event not a lesser amount), as may be necessary to
ensure that the amount paid in the Judgment Currency, when converted at the
rate of exchange prevailing on the date of payment, will produce the amount of
the Obligation Currency which could have been purchased with the amount of
Judgment Currency stipulated in the judgment or judicial award at the rate of
exchange prevailing on the Judgment Currency Conversion Date.


 


(c)           For
purposes of determining any rate of exchange or currency equivalent for this
Section, such amounts shall include any premium and costs payable in connection
with the purchase of the Obligation Currency.


 


[SIGNATURE PAGES FOLLOW]


 


19

















 


IN
WITNESS WHEREOF, the parties hereto have caused
this Guarantee and Collateral Agreement to be duly executed as of the date first
above written.


 


	
  GRANTORS:

  	
   

  	
  SPX
  CORPORATION,

  
	
   

  	
   

  	
  a
  Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ENGINEERING
  ANALYSIS ASSOCIATES, INC.

  
	
   

  	
   

  	
  a
  Michigan corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  KAYEX
  CHINA HOLDINGS, INC.

  
	
   

  	
   

  	
  a
  Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LDS
  TEST AND MEASUREMENT LLC

  
	
   

  	
   

  	
  a
  Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MARLEY
  ENGINEERED PRODUCTS LLC

  
	
   

  	
   

  	
  a
  Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MCT
  SERVICES LLC

  
	
   

  	
   

  	
  a
  Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  P.S.D.,
  INC.,

  
	
   

  	
   

  	
  a
  Ohio corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


	
   

  	
   

  	
  SPX
  COOLING TECHNOLOGIES, INC.

  
	
   

  	
   

  	
  a
  Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TCI
  INTERNATIONAL, INC.

  
	
   

  	
   

  	
  a
  Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE
  MARLEY-WYLAIN COMPANY

  
	
   

  	
   

  	
  a
  Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  VALLEY
  FORGE TECHNICAL INFORMATION SERVICES, INC.

  
	
   

  	
   

  	
  a
  Michigan corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WAUKESHA
  ELECTRIC SYSTEMS, INC.

  
	
   

  	
   

  	
  a
  Wisconsin corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  XCEL
  ERECTORS, INC.

  
	
   

  	
   

  	
  a
  Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 
















 


Annex 1 to


 


Guarantee and Collateral Agreement


 


ACKNOWLEDGEMENT AND CONSENT***


 


1.             The undersigned hereby acknowledges receipt
of a copy of the Guarantee and Collateral Agreement dated as of September 21,
2007 (the “Agreement”), made by the Guarantors and Grantors parties
thereto for the benefit of Bank of America, N.A., as Administrative Agent, on
behalf of the Secured Parties. Capitalized terms are used herein as defined in
the Agreement.


 


2.             The undersigned is an Issuer of Pledged Stock.
The undersigned is not a Guarantor and is not a Grantor.


 


3.             The undersigned agrees for the benefit of the
Administrative Agent and the Secured Parties as follows:


 


(a)           The undersigned consents to the terms of Sections 5.6, 6.1, 6.5,
8.2 and 8.11 of the Agreement, insofar as such terms apply to the Pledged Stock
issued by the undersigned, and will comply with such terms insofar as such
terms are applicable to the Pledged Stock issued by the undersigned.


 


(b)           The undersigned will notify the Administrative Agent promptly (but not
later than the next Collateral Date) in writing of the occurrence of any of the
events described in Section 5.6(a) of the Agreement with respect to the
Pledged Stock issued by the undersigned.


 


(c)           The terms of Sections 6.1(c) and 6.5 of the Agreement shall apply
to it, mutatis  mutandis, with respect to all actions that may be
required of it pursuant to Section 6.1(c) or 6.5 of the Agreement with
respect to the Pledged Stock issued by the undersigned.


 


4.             Any obligations of the undersigned under this
Acknowledgement and Consent are limited to the extent prohibited by applicable
Requirements of Law.


 


	
   

  	
  [NAME
  OF ISSUER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 






***          This
consent is necessary only with respect to any Issuer which is not also a
Guarantor or Grantor. This consent may be modified or eliminated with respect
to any Issuer that is not controlled by a Guarantor or Grantor.


 

















 


	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Fax:

  



 

















 


Annex 2 to


 


Guarantee and Collateral Agreement


 


ASSUMPTION
AGREEMENT, dated as of                                ,
made by                                  ,
a                        [corporation]
(the “Additional Grantor”),


 


in
favor of Bank of America, N.A., as administrative agent (in such capacity, the “Administrative
Agent”) for the banks and other financial institutions (the “Lenders”)
parties to the Credit Agreement referred to below. All capitalized terms not
defined herein shall have the meaning ascribed to them in such Credit
Agreement.


 


W
I  T  N  E  S  S  E  T  H:


 


WHEREAS,
SPX CORPORATION (the “Parent Borrower”), the Foreign Subsidiary
Borrowers from time to time parties thereto (together with the Parent Borrower,
the “Borrowers”), the Lenders, the Administrative Agent and Deutsche
Bank AG Deutschlandgeschäft Branch, as foreign trade facility agent (in such
capacity, the “Foreign Trade Facility Agent”) have entered into a Credit
Agreement, dated as of September 21, 2007 (as amended, supplemented or
otherwise modified from time to time, the “Credit Agreement”);


 


WHEREAS,
in connection with the Credit Agreement, the Borrowers and certain of their
Subsidiaries (other than the Additional Grantor) have entered into the
Guarantee and Collateral Agreement, dated as of September 21, 2007 (as amended,
supplemented or otherwise modified from time to time, the “Guarantee and
Collateral Agreement”) in favor of the Administrative Agent for the benefit
of the Secured Parties (as defined in the Guarantee and Collateral Agreement);


 


WHEREAS,
the Credit Agreement requires the Additional Grantor to become a party to the
Guarantee and Collateral Agreement; and


 


WHEREAS,
the Additional Grantor has agreed to execute and deliver this Assumption
Agreement in order to become a party to the Guarantee and Collateral Agreement;


 


NOW,
THEREFORE, IT IS AGREED:


 


1.             Guarantee and Collateral Agreement.  By executing and delivering this
Assumption Agreement, the Additional Grantor, as provided in Section 8.14
of the Guarantee and Collateral Agreement, hereby becomes a party to the
Guarantee and Collateral Agreement as a Grantor thereunder with the same force
and effect as if originally named therein as a Grantor and, without limiting
the generality of the foregoing, hereby expressly assumes all obligations and
liabilities of a Grantor thereunder. The information set forth in Annex 2-A
hereto is hereby added to the information set forth in the Schedules to
the Guarantee and Collateral Agreement. The Additional Grantor hereby
represents and warrants that each of the representations and warranties
contained in Section 4 of the Guarantee and Collateral Agreement is true
and correct in all material respects on and as the date hereof (after giving
effect to this Assumption Agreement) as if made on and as of such date.


 

















 


2.             Governing Law.  THIS
ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401
AND 5-1402 OF THE NEW YORK GENERAL OBLIGATION LAW).


 


IN
WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be
duly executed and delivered as of the date first above written.


 


	
   

  	
  [ADDITIONAL
  GRANTOR]

  
	
   

  
	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  
	
   

  	
   

  	
  Title:

  
						



 


 


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


 


BANK
OF AMERICA, N.A.,


as
Administrative Agent


 


	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  



 

















 


Annex 2-A to


 


Assumption Agreement


 


Supplement to Schedule 1


 


Supplement to Schedule 2


 


Supplement to Schedule 3


 


Supplement to Schedule 4


 
















 


EXHIBIT B


 


[FORM OF]


CLOSING CERTIFICATE


 


I,
the undersigned, do hereby certify that I am the duly elected and qualified
[President/Executive Vice President/Chief Financial Officer] of [Name of Loan
Party], a [corporation] organized and existing under the laws of [the State of]                                 
(the “Company”) and do hereby certify on behalf of the Company that:


 


1.             This Certificate is furnished
pursuant to the Credit Agreement, dated as of September 20, 2007, among SPX
Corporation, a Delaware corporation (the “Parent Borrower”), the Foreign
Subsidiary Borrowers party thereto, the Lenders party thereto, Bank of America,
N.A., as Administrative Agent and Deutsche Bank AG Deutschlandgeschäft Branch,
as Foreign Trade Facility Agent (such Credit Agreement, as in effect on the
date of this Certificate, being herein called the “Credit Agreement”). Unless
otherwise defined herein, capitalized terms used in this Certificate shall have
the meanings set forth in the Credit Agreement.


 


2.             The following named individuals are
elected or appointed officers of the Company, each holds the office of the
Company set forth opposite his name and each such officer is duly authorized to
execute and deliver on behalf of the Company each of the Loan Documents to which
it is a party and any certificate or other document to be delivered by the
Company pursuant to the Loan Documents to which it is a party. The signature
written opposite the name and title of each such officer is his/her genuine
signature.


 


	
  Name(1)

  	
   

  	
  Office

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


3.             Attached hereto as Exhibit A
is a true, complete and certified copy of the Certificate of [Incorporation]
[Formation] of the Company as in effect on the date hereof and as filed in the
Office of the Secretary of State of [the State of]                        ,
together with all amendments thereto adopted through the date hereof.


 


4.             Attached hereto as Exhibit B
is a true and correct copy of the [By-Laws] [limited liability company
agreement], together with all amendments thereto, of the Company which [were]
[was] duly adopted and [are] [is] in full force and effect on the date hereof.


 


5.             Attached hereto as Exhibit C
is a true and correct copy of resolutions approving the execution, delivery and
performance of the Credit Agreement and the other Loan Documents relating thereto,
which were duly adopted on                     ,
        [by unanimous written
consent of the 


 






(1)                                Include name, office and signature of each
officer who will sign any Loan Document, including the officer who will sign
the certification at the end of this Certificate or related documentation.


 

















 


[Board
of Directors] [Managers] of the Company] [by a meeting of the [Board of
Directors] [Managers] of the Company at which a quorum was present and acting
throughout], and said resolutions have not been rescinded, amended or modified.
Except as attached hereto as Exhibit C, no resolutions have been
adopted by the [Board of Directors] [Managers] of the Company which deal with
the execution, delivery or performance of any of the Loan Documents to which
the Company is party.


 


6.             On the date hereof, all of the
conditions set forth in Sections 4.2(a) and (b) of the Credit Agreement
have been satisfied.


 


7.             On the date hereof, the
representations and warranties [of each Loan Party] [of the Company](1) set
forth in the Credit Agreement and in the other Loan Documents are true and
correct with the same effect as though such representations and warranties had
been made on the date hereof.


 


8.             On the date hereof, no Default or
Event of Default has occurred and is continuing or would result from any
Borrowing to occur on the date hereof or the application of the proceeds
thereof, or the issuance of any Letter of Credit or Foreign Credit Instrument
to occur on the date hereof, as applicable.


 


9.             There is no proceeding for the
dissolution or liquidation of the Company or threatening its existence.


 


IN
WITNESS WHEREOF, I have hereunto set my hand this        day
of September, 2007.


 


 


	
   

  	
  [NAME
  OF LOAN PARTY]

  
	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


I,
the undersigned, [Secretary/Assistant Secretary] of the Company, do hereby
certify that:


 


10.           [Name of Person making above
certifications] is the duly elected and qualified [President/Executive Vice
President/Chief Financial Officer] of the Company and the signature above is
his genuine signature.


 


11.           The certifications made by [name of
Person making above certifications] in Items 2, 3, 4, 5, 6, 7, 8 and 9 above
are true and correct.


 


IN
WITNESS WHEREOF, I have hereunto set my hand this        day
of September, 2007.


 


	
   

  	
  [NAME
  OF LOAN PARTY]

  
	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 






(1)                                The Parent Borrower brings down the
representations and warranties for each Loan Party, and each other Loan Party
brings down the representations and warranties made by it.


 

















 


EXHIBIT C


 


[FORM OF]


ASSIGNMENT AND ASSUMPTION


 


This
Assignment and Assumption (this “Assignment and Assumption”) is dated as
of the Effective Date set forth below and is entered into by and between
[the][each] Assignor identified in item 1 below ([the][each, an] “Assignor”)
and [the][each] Assignee identified in item 2 below ([the][each, an] “Assignee”).
[It is understood and agreed that the rights and obligations of [the
Assignors][the Assignees] hereunder are several and not joint.] Capitalized
terms used but not defined herein shall have the meanings given to them in the
Credit Agreement identified below (the “Credit Agreement”), receipt of a
copy of which is hereby acknowledged by the Assignee. The Standard Terms and
Conditions set forth in Annex 1 attached hereto are hereby agreed to and
incorporated herein by reference and made a part of this Assignment and
Assumption as if set forth herein in full.


 


For
an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns
to [the Assignee][the respective Assignees], and [the][each] Assignee hereby
irrevocably purchases and assumes from [the Assignor][the respective
Assignors], subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of [the Assignor’s][the
respective Assignors’] rights and obligations in [its capacity as a
Lender][their respective capacities as Lenders] under the Credit Agreement and
any other documents or instruments delivered pursuant thereto to the extent
related to the amount and percentage interest identified below of all of such
outstanding rights and obligations of [the Assignor][the respective Assignors]
under the respective facilities identified below (including, without
limitation, the Letters of Credit and the Swingline Loans included in such
facilities) and (ii) to the extent permitted to be assigned under applicable
law, all claims, suits, causes of action and any other right of [the Assignor
(in its capacity as a Lender)][the respective Assignors (in their respective
capacities as Lenders)] against any Person, whether known or unknown, arising
under or in connection with the Credit Agreement, any other documents or
instruments delivered pursuant thereto or the loan transactions governed
thereby or in any way based on or related to any of the foregoing, including,
but not limited to, contract claims, tort claims, malpractice claims, statutory
claims and all other claims at law or in equity related to the rights and
obligations sold and assigned pursuant to clause (i) above (the rights and
obligations sold and assigned by [the][any] Assignor to [the][any] Assignee
pursuant to clauses (i) and (ii) above being referred to herein collectively as
[the][an] “Assigned Interest”). Each such sale and assignment is without
recourse to [the][any] Assignor and, except as expressly provided in this
Assignment and Assumption, without representation or warranty by [the][any]
Assignor.


 


	
   

  	
  1.

  	
  Assignor[s]:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.

  	
  Assignee[s]:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  [for
  each Assignee, indicate [Affiliate][Approved Fund] of [identify
  Lender]]

  
	
   

  	
   

  	
   

  
	
   

  	
  3.

  	
  Parent
  Borrower: 

  	
   

  	
  SPX
  Corporation

  
							



 


 

















 


4.                                       Administrative Agent: Bank of America, N.A., as the
administrative agent under the Credit Agreement


 


5.                                       Credit Agreement:       Credit
Agreement, dated as of September 20, 2007 by and among SPX Corporation, a
Delaware corporation (as the “Parent Borrower”), the Foreign Subsidiary
Borrowers from time to time party thereto (the “Foreign Subsidiary Borrowers”
and together with the Parent Borrower, the “Borrowers”) the Lenders from
time to time party thereto, Bank of America, N.A., as Administrative Agent and
Deutsche Bank AG Deutschlandgeschäft Branch, as Foreign Trade Facility Agent


 


6.                                       Assigned Interest:


 


	
  Assignor[s](1)

  	
   

  	
  Assignee[s](2)

  	
   

  	
  Facility

  Assigned(3)

  	
   

  	
  Aggregate

  Amount of 

  Commitment/Loans 

  for all Lenders(4)

  	
   

  	
  Amount of

  Commitmen

  t/Loans

  Assigned

  	
   

  	
  Percentage

  Assigned of

  Commitment/

  Loans(5)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  _______________

  	
   

  	
  $

  	
  _____________

  	
   

  	
  $

  	
  _____________

  	
   

  	
  _______________

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
  _______________

  	
   

  	
  $

  	
  _____________

  	
   

  	
  $

  	
  _____________

  	
   

  	
  _______________

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
  _______________

  	
   

  	
  $

  	
  _____________

  	
   

  	
  $

  	
  _____________

  	
   

  	
  _______________

  	
  %

  



 


[7.            Trade
Date:                             ](6)


 


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


 


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


 


	
   

  	
  ASSIGNOR

  
	
   

  	
  [NAME
  OF ASSIGNOR]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  ASSIGNEE

  
	
   

  	
  [NAME
  OF ASSIGNEE]

  
					



 






(1)           List each Assignor, as appropriate.


(2)           List each Assignee, as appropriate.


(3)           Fill in the appropriate terminology
for the types of facilities under the Credit Agreement that are being assigned
under this Assignment (e.g. “Revolving Commitment”, “Term Loan Commitment”,
etc.).


(4)           Amounts in this column and in the
column immediately to the right to be adjusted by the counterparties to take into
account any payments or prepayments made between the Trade Date and the
Effective Date.


(5)           Set forth, to at least 9 decimals, as
a percentage of the Commitment/Loans of all Lenders thereunder.


(6)           To be completed if the Assignor and
the Assignee intend that the minimum assignment amount is to be determined as
of the Trade Date.


 

















 


	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  
					



 


	
  [Consented
  to and](1) Accepted:

  	
   

  
	
   

  	
   

  
	
  BANK
  OF AMERICA, N.A., as

  	
   

  
	
  Administrative Agent

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
  [Consented
  to:](2)

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  



 






(1)           To be added only if the consent of
the Administrative Agent is required by the terms of the Credit Agreement.


(2)           To be added only if the consent of
the Parent Borrower and/or other parties (e.g. Swingline Lender, Issuing
Lender, etc.) is required by the terms of the Credit Agreement.


 
















 


ANNEX 1
TO ASSIGNMENT AND ASSUMPTION


 


STANDARD TERMS AND CONDITIONS FOR


 


ASSIGNMENT AND ASSUMPTION


 


1.                                       Representations and Warranties.


 


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


 


1.2.                              Assignee. [The][Each] Assignee (a) represents and warrants that (i) it has full
power and authority, and has taken all action necessary, to execute and deliver
this Assignment and Assumption and to consummate the transactions contemplated
hereby and to become a Lender under the Credit Agreement, (ii) it meets all the
requirements to be an assignee under Section 9.4(b)(iv) and (v)
of the Credit Agreement (subject to such consents, if any, as may be required
under Section 9.4(b)(ii) of the Credit Agreement), (iii) from and after
the Effective Date, it shall be bound by the provisions of the Credit Agreement
as a Lender thereunder and, to the extent of [the][the relevant] Assigned
Interest, shall have the obligations of a Lender thereunder, (iv) it is
sophisticated with respect to decisions to acquire assets of the type
represented by [the][such] Assigned Interest and either it, or the Person
exercising discretion in making its decision to acquire [the][such] Assigned
Interest, is experienced in acquiring assets of such type, (v) it has received a
copy of the Credit Agreement, and has received or has been accorded the
opportunity to receive copies of the most recent financial statements delivered
pursuant to Section 5.1 thereof, as applicable, and such other documents and
information as it deems appropriate to make its own credit analysis and
decision to enter into this Assignment and Assumption and to purchase
[the][such] Assigned Interest, (vi) it has, independently and without reliance
upon the Administrative Agent or any other Lender and based on such documents
and information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Assignment and Assumption and to purchase
[the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached
hereto is any documentation required to be delivered by it pursuant to the
terms of the Credit Agreement, duly completed and executed by [the][such]
Assignee; and (b) agrees that (i) it will, independently and without reliance
upon the Administrative Agent, [the][any] Assignor or any other Lender, and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Loan Documents, and (ii) it will perform in accordance with their
terms all of the obligations which by the terms of the Loan Documents are
required to be performed by it as a Lender.


 


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


 

















 


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


 

















 


EXHIBIT D


 


[FORM OF]

CERTIFICATE RE NON-BANK STATUS


 


Reference
is made to that certain Credit Agreement dated as of September 20, 2007 (as the
same may be amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), by and among SPX Corporation, a Delaware corporation (the “Parent
Borrower”), the Foreign Subsidiary Borrowers party thereto, the financial
institutions listed therein as Lenders, Bank of America, N.A., as
Administrative Agent, Deutsche Bank AG Deutschlandgeschäft Branch, as Foreign
Trade Facility Agent and the other agents party thereto. Capitalized terms used
herein that are not defined herein shall have the meanings ascribed to them in
the Credit Agreement. [Name of Non-U.S. Person] (the “Lender”) is
providing this certificate pursuant to subsection 2.19(e)(B) of the Credit
Agreement. The Lender hereby represents and warrants that:


 


(i)                                   The Lender is the sole record and beneficial
owner of the Note(s) in respect of which it is providing this certificate and
it shall remain the sole beneficial owner of the Notes at all times during
which it is the record holder of such Note.


 


(ii)                                The Lender is not a “bank” for purposes of
Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the
“Code”). In this regard, the Lender represents and warrants that:


 


(a)                                  the Lender is not subject to regulatory or
other legal requirements as a bank in any jurisdiction; and


 


(b)                                 the Lender has not been treated as a bank for
purposes of any tax, securities law or other filing or submission made to any
governmental authority, any application made to a rating agency or
qualification for any exemption from tax, securities law or other legal
requirements.


 


(iii)                               The Lender meets all of the requirements
under Code Section 871(h) or 881(c) to be eligible for a complete
exemption from withholding of Taxes on interest payments made to it under the Credit
Agreement (i.e., no Borrower will be required to withhold any amounts under U.S.
tax law with respect to such interest payments), including without limitation
that it is not a 10-percent shareholder (within the meaning of
Section 871(h)(3)(B) or the Code) of the Parent Borrower and is not a
controlled foreign corporation related to the Parent Borrower (within the
meaning of Section 864(d)(4) of the Code).


 


(iv)                              The Lender shall promptly notify the Parent
Borrower and the Administrative Agent if any of the representations and
warranties made herein are no longer true and correct.


 


IN
WITNESS WHEREOF, the undersigned has duly executed this certificate as of the    
day of                                       ,
     .


 


	
   

  	
  [NAME
  OF LENDER]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


EXHIBIT E


 


[FORM OF]

BORROWING SUBSIDIARY AGREEMENT(1)


 


BORROWING
SUBSIDIARY AGREEMENT, dated as of                                                  
20      (this “Agreement”), among [NAME OF
FOREIGN SUBSIDIARY BORROWER], a                                                      
(the “Subsidiary”), SPX CORPORATION, a Delaware corporation (the “Parent
Borrower”), [DEUTSCHE BANK AG DEUTSCHLANDGESCHÄFT BRANCH, as foreign trade
facility agent (in such capacity, the “Foreign Trade Facility Agent”),]
and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative
Agent”) for the several banks and other financial institutions or entities
(the “Lenders”) from time to time parties to the Credit Agreement, dated
as of September 20, 2007 (as amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among the Parent
Borrower, the Foreign Subsidiary Borrowers (as defined in the Credit Agreement)
from time to time parties thereto, the Lenders, the Administrative Agent and
the Foreign Trade Facility Agent.


 


The
parties hereto hereby agree as follows:


 


1.                                     Capitalized terms used herein but not
otherwise defined herein shall have the meanings assigned to such terms in the
Credit Agreement.


 


2.                                     Pursuant to Section 2.23[(a)][(b)] of
the Credit Agreement, the Parent Borrower hereby designates the Subsidiary as a
Foreign Subsidiary Borrower in respect of the [Global Revolving
Facility][Foreign Trade Facility] under the Credit Agreement.


 


3.                                     The Parent Borrower and the Subsidiary,
jointly and severally, represent and warrant that the representations and
warranties contained in the Credit Agreement are true and correct on and as of
the date hereof to the extent such representations and warranties relate to the
Subsidiary and this Agreement.


 


4.                                     The Parent Borrower agrees that the guarantee
of the Parent Borrower contained in the Guarantee and Collateral Agreement will
apply to the obligations of the Subsidiary as a Foreign Subsidiary Borrower.


 


5.                                     For the avoidance of doubt, each party hereto
acknowledges and agrees that (a) the Subsidiary shall not be liable for the
Obligations of any other Loan Party and (b) the Obligations of the Subsidiary
in respect of extensions of credit under the Credit Agreement shall not be
secured by any assets of such Subsidiary.


 


6.                                     Upon execution of this Agreement by the
Parent Borrower, the Subsidiary[, the Foreign Trade Facility Agent], the
Administrative Agent and the Global Revolving Lenders, (a) the Subsidiary shall
be a party to the Credit Agreement and shall be a Foreign Subsidiary Borrower
and a Borrower, in each case under the [Global Revolving Facility] [Foreign
Trade Facility], for all purposes thereof, and (b) the Subsidiary hereby agrees
to be bound by all provisions of the Credit Agreement.


 






(1) The
following agreement may be subject to adjustments that are customary for
similar agreements entered into in the Foreign Subsidiary Borrower’s
jurisdiction of organization or formation, provided that such
adjustments are, in the reasonable opinion of counsel to such Borrower,
required for the validity or enforceability of such agreement and are
reasonably satisfactory to the Administrative Agent


 

















 


7.                                     In the event of any inconsistency between the
terms and conditions of the Credit Agreement and the terms and conditions of
this Agreement, any form of [Letter of Credit] [Foreign Credit Instrument]
application or other agreement submitted by a Borrower to, or entered into by a
Borrower with, the applicable [Foreign] Issuing Lender relating to any [Letter
of Credit] [Foreign Credit Instrument], the terms and conditions of the Credit
Agreement shall control.


 


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


 


9.                                     This Agreement may be executed in any number
of counterparts (including by facsimile transmission), each of which shall be
an original, and all of which, when taken together, shall constitute one
agreement.


 


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


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [SUBSIDIARY]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SPX
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [DEUTSCHE BANK AG

  DEUTSCHLANDGESCHÄFT BRANCH],

  
	
   

  	
   

  	
  as
  Foreign Trade Facility Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BANKOF
  AMERICA, N.A.,

  
	
   

  	
   

  	
  as
  Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  Address
  for notices to Subsidiary:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 

















 


EXHIBIT F


 


[FORM OF]

BORROWING SUBSIDIARY TERMINATION


 


BANK
OF AMERICA, N.A.,


as Administrative Agent


	
   

  	
   

  
	
   

  	
   

  



 


[DEUTSCHE BANK AG DEUTSCHLANDGESCHÄFT BRANCH,


as
Foreign Trade Facility Agent


	
   

  	
   

  
	
   

  	
  ]

  



 


[Date]


 


Ladies
and Gentlemen:


 


Reference
is hereby made to the Credit Agreement, dated as of September 20, 2007 (as
amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among SPX Corporation, a Delaware corporation (the “Parent
Borrower”), the Foreign Subsidiary Borrowers from time to time parties
thereto, the Lenders from time to time parties thereto, Bank of America, N.A.,
as Administrative Agent and Deutsche Bank AG Deutschlandgeschäft Branch, as
Foreign Trade Facility Agent. Unless otherwise defined herein, capitalized
terms used herein shall have the meanings set forth in the Credit Agreement.


 


[The
Parent Borrower hereby terminates the status and rights of                                     
(the “Terminated Subsidiary Borrower”) as a Foreign Subsidiary Borrower
under the Global Revolving Facility. [The Parent Borrower represents and
warrants that no Letters of Credit issued for the account of the Terminated
Subsidiary Borrower are outstanding as of the date hereof (other than Letters
of Credit that have been cash collateralized in a manner consistent with the
terms of Section 2.5(j) of the Credit Agreement), that no Loans made to
the Terminated Subsidiary Borrower are outstanding as of the date hereof and
that all Obligations payable by the Terminated Subsidiary Borrower in respect of
interest and/or fees under the Global Revolving Facility (and, to the extent
notified by the Administrative Agent or any Lender, any other amounts payable
by the Terminated Subsidiary Borrower under the Global Revolving Facility) and
all LC Disbursements pursuant to the Credit Agreement have been paid in full on
or prior to the date hereof.] [The Parent Borrower acknowledges that the
Terminated Subsidiary Borrower shall continue to be a Foreign Subsidiary
Borrower under the Global Revolving Facility until such time as all Letters of
Credit issued for the account of the Terminated Subsidiary Borrower shall have
expired or terminated (or been cash collateralized in a manner consistent with
the terms of Section 2.5(j) of the Credit Agreement), all Loans made to
the Terminated Subsidiary Borrower shall have been prepaid and all amounts
payable by the Terminated Subsidiary Borrower in respect of interest and/or
fees under the Global Revolving Facility (and, to the extent notified by the
Administrative Agent or any Lender, any other amounts payable by the Terminated
Subsidiary Borrower under the Global Revolving Facility) and all LC
Disbursements pursuant to the Credit Agreement shall have been paid in full,
provided that the Terminated Subsidiary Borrower shall not have the right to
make further borrowings as a Foreign Subsidiary Borrower under the Global
Revolving Facility or request further Letters of Credit.]]


 


[The
Parent Borrower hereby terminates the status and rights of                                    
(the “Terminated Subsidiary Borrower”) as a Foreign Subsidiary Borrower
under the Foreign Trade Facility.


 

















 


[The
Parent Borrower represents and warrants that no Foreign Credit Instruments
issued for the account of the Terminated Subsidiary Borrower are outstanding as
of the date hereof (other than Foreign Credit Instruments that have been cash
collateralized or otherwise supported in a manner consistent with the terms of
Section 2.6(o)(iv) of the Credit Agreement) and that all Obligations
payable by the Terminated Subsidiary Borrower in respect of Foreign Credit
Disbursements and/or fees under the Foreign Trade Facility (and, to the extent
notified by the Foreign Trade Facility Agent, the Administrative Agent or any
Lender, any other amounts payable by the Terminated Subsidiary Borrower under
the Foreign Trade Facility) pursuant to the Credit Agreement have been paid in
full on or prior to the date hereof.] [The Parent Borrower acknowledges that
the Terminated Subsidiary Borrower shall continue to be a Foreign Subsidiary
Borrower under the Foreign Trade Facility until such time as all Foreign Credit
Instruments issued for the account of the Terminated Subsidiary Borrower shall
have expired or terminated (or been cash collateralized or otherwise supported
in a manner consistent with the terms of Section 2.6(o)(iv) of the Credit
Agreement) and all Obligations payable by the Terminated Subsidiary Borrower in
respect of Foreign Credit Disbursements and/or fees under the Foreign Trade
Facility (and, to the extent notified by Foreign Trade Facility Agent, the
Administrative Agent or any Lender, any other amounts payable by the Terminated
Subsidiary Borrower under the Foreign Trade Facility) pursuant to the Credit
Agreement shall have been paid in full, provided that the Terminated Subsidiary
Borrower shall not have the right to request further Foreign Credit Instruments
or other extensions of credit as a Foreign Subsidiary Borrower under the
Foreign Trade Facility.]]


 


This
Borrowing Subsidiary Termination shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York. This
Borrowing Subsidiary Termination may be executed in any number of counterparts,
each of which shall be an original, and all of which, when taken together, shall
constitute one agreement. Delivery of an executed signature page of this
Borrowing Subsidiary Termination by facsimile transmission shall be effective
as delivery of a manually executed counterpart hereof.


 


	
   

  	
  Very
  truly yours,

  
	
   

  
	
   

  	
  SPX
  CORPORATION

  
	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  
	
  Acknowledged
  and Agreed:

  
	
   

  
	
  [TERMINATED
  SUBSIDIARY BORROWER]

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  
						



 

















 


EXHIBIT G


 


[FORM OF]

INCREMENTAL FACILITY ACTIVATION NOTICE


 


To:                              BANK OF AMERICA, N.A.,


as
Administrative Agent under the Credit Agreement referred to below


 


Reference
is hereby made to the Credit Agreement, dated as of September 20, 2007 (as
amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among SPX Corporation, a Delaware corporation (the “Parent
Borrower”), the Foreign Subsidiary Borrowers from time to time parties
thereto, the Lenders from time to time parties thereto, Bank of America, N.A.,
as Administrative Agent (in such capacity, the “Administrative Agent”)
and Deutsche Bank AG Deutschlandgeschäft Branch, as Foreign Trade Facility
Agent. Terms defined in the Credit Agreement shall have their defined meanings
when used herein.


 


This
notice is an Incremental Facility Activation Notice referred to in the Credit
Agreement, and the Parent Borrower and each of the Lenders party hereto hereby
notify you that:


 


1.                                       Each Lender party hereto agrees to [increase
the amount of its [Domestic Revolving][Global Revolving][Foreign Credit]
Commitment by $                          ,
such that its aggregate [Domestic Revolving][Global Revolving][Foreign Credit]
Commitment is $                           ]
[make an Incremental Term Loan in the amount set forth opposite such Lender’s
name below under the caption “Incremental Term Loan Amount.”]


 


2.                                       The closing date for [such increase] [the
Incremental Term Loan Facility] is                                    ,
20      .


 


3.                                       [The Incremental Term Loan Maturity Date is                 ,
20     .]


 


4.                                       [The proposed original issue discount, if
any, for the Incremental Term Loan Facility is      %.]


 


[Each
of the Lenders party hereto and the Parent Borrower hereby agrees that (a) the
amortization schedule relating to this Incremental Term Loan is set forth in Annex A
attached hereto and (b) the Applicable Rate for this Incremental Term Loan
shall be               .]


 


The
undersigned [Chief Financial Officer][Vice President – Finance] of the Parent
Borrower certifies as follows:


 


1.                                         I am the duly elected, qualified and acting
[Chief Financial Officer][Vice President — Finance] of the Parent Borrower.


 


2.                                         I have reviewed and am familiar with the
contents of this Incremental Facility Activation Notice.


 


3.                                         I have reviewed the terms of the Credit
Agreement and the Loan Documents and have made or caused to be made under my
supervision, a review in reasonable detail of the transactions and condition of
the Parent Borrower during the accounting period ended                                   ,
20      [insert most recent period
for which financial statements 


 

















 


have been delivered]. Such review did not disclose the existence during or at the end of
the accounting period covered by the Parent Borrower’s most recent financial
statements delivered pursuant to Section 5.1(a) or (b) of the Credit
Agreement, and I have no knowledge of the existence, as of the date of this
Incremental Facility Activation Notice, of any Default or Event of Default,
both on the date hereof and after giving pro forma effect to any Loans made
pursuant to this Incremental Facility Activation Notice and the application of
the proceeds therefrom.


 


4.                                         Attached hereto as Attachment 1 are
the computations showing that after giving pro forma effect to the making of
any such [increase][Incremental Term Loans], the Parent Borrower shall be in
compliance with the financial covenants contained in Section 6.1 of the
Credit Agreement as of the last day of the most recent period of four
consecutive fiscal quarters of the Parent Borrower for which financial
statements have been delivered pursuant to Section 5.1 (calculated as if
such [increase in Commitments and any Loans thereunder had been made]
[Incremental Term Loans had been incurred] on the first day of such period).


 


IN
WITNESS WHEREOF, the undersigned have executed this Incremental Facility
Activation Notice this                      
day of                         ,
20      .


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:
  [Chief Financial Officer] [Vice President-Finance]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SPX
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  [Amount
  of Commitment Increase]

  	
   

  	
  [NAME
  OF LENDER]

  
	
  [Incremental
  Term Loan Amount]

  	
   

  	
   

  
	
  $

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  CONSENTED
  TO:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BANK
  OF AMERICA, N.A.,

  	
   

  	
   

  
	
  as
  Administrative Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [DEUTSCHE BANK AG DEUTSCHLANDGESCHÄFT BRANCH,

  
	
  as
  Foreign Trade Facility Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
												



 
















 


[Annex A to

Increased Facility Activation Notice


 


AMORTIZATION SCHEDULE]


 

















 


Attachment 1 to 

Increased Facility Activation Notice


 


[Set forth Compliance Calculations]


 

















 


EXHIBIT H


 


[FORM OF]

NEW LENDER SUPPLEMENT


 


NEW
LENDER SUPPLEMENT (this “New Lender Supplement”), dated                      ,
200  , to the Credit Agreement, dated as of September 20, 2007
(as amended, restated, supplemented or otherwise modified from time to time,
the “Credit Agreement”), among SPX Corporation, a Delaware corporation (the “Parent
Borrower”), the Foreign Subsidiary Borrowers from time to time parties
thereto, the Lenders from time to time parties thereto, Bank of America, N.A.,
as administrative agent (in such capacity, the “Administrative Agent”)
and Deutsche Bank AG Deutschlandgeschäft Branch, as foreign trade facility
agent (in such capacity, the “Foreign Trade Facility Agent”).


 


WITNESSETH:


 


WHEREAS,
the Credit Agreement provides in Section 2.1(b) thereof that any bank,
financial institution or other entity may become a party to the Credit
Agreement with the consent of the Parent Borrower and the Administrative Agent
[and the Foreign Trade Facility Agent](1) (which consent shall not be
unreasonably withheld) by executing and delivering to the Parent Borrower and
the Administrative Agent a supplement to the Credit Agreement in substantially
the form of this New Lender Supplement; and


 


WHEREAS,
the undersigned now desires to become a party to the Credit Agreement;


 


NOW,
THEREFORE, the undersigned hereby agrees as follows:


 


1.            The
undersigned agrees to be bound by the provisions of the Credit Agreement, and
agrees that it shall, on the date this New Lender Supplement is accepted by the
Parent Borrower and the Administrative Agent, become a Lender for all purposes
of the Credit Agreement to the same extent as if originally a party thereto,
with [a                                  
Commitment of $                              ]
[Incremental Term Loans of $                  ]


 


2.            The
undersigned (a) represents and warrants that it is legally authorized to enter
into this New Lender Supplement; (b) confirms that it has received a copy of
the Credit Agreement, together with copies of the financial statements referred
to in Section 3.4 thereof and such other documents and information as it
has deemed appropriate to make its own credit analysis and decision to enter
into this New Lender Supplement; (c) agrees that it has made and will,
independently and without reliance upon the Administrative Agent or any other
Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under the Credit Agreement or any instrument or document furnished
pursuant hereto or thereto; (d) appoints and authorizes the Administrative
Agent to take such action as agent on its behalf and to exercise such powers
and discretion under the Credit Agreement or any instrument or document
furnished pursuant hereto or thereto as are delegated to the Administrative Agent
by the terms thereof, together with such powers as are incidental thereto; and
(e) agrees that it will be bound by the provisions of the Credit Agreement and
will perform in accordance with its terms all the obligations which by the
terms of the Credit Agreement are required to be performed by it as a Lender
including, without


 






(1) The consent
of the Foreign Trade Facility Agent is required to add any new Lender under the
Foreign Trade Facility.


 

















 


limitation, if it is organized under the laws of a jurisdiction outside
the United States, its obligation pursuant to Section 2.19(e) of the
Credit Agreement.


 


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


 


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


 


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


 


	
   

  	
  [INSERT
  NAME OF LENDER]

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
  Accepted
  this             
  day of

  	
   

  
	
                                    , 20    .

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  SPX
  CORPORATION

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Accepted
  this               
  day of

  	
   

  
	
                                       20    .

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  BANK
  OF AMERICA, N.A.,

  	
   

  
	
  as
  Administrative Agent

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
  [DEUTSCHE BANK AG DEUTSCHLANDGESCHÄFT BRANCH,

  	
   

  
	
  as
  Foreign Trade Facility Agent

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
								



 

















 


EXHIBIT I


 


[FORM OF]

UTILIZATION REQUEST


 


From:      [Name of
Borrower]


 


To:          Deutsche Bank AG
Deutschlandgeschäft Branch


Trade
Advisory


Königsallee
45-47


40212
Düsseldorf, Germany


Attn:
Roland Stephan or Irmgard Kleinsteinberg


 


[Date]


 


Ladies
and Gentlemen:


 


We
refer to the Credit Agreement, dated as of September 20, 2007 (as amended,
supplemented or otherwise modified to the date hereof, the “Credit Agreement”),
among SPX Corporation, the Foreign Subsidiary Borrowers party thereto, the
Lenders party thereto, Bank of America, N.A., as Administrative Agent and
Deutsche Bank AG Deutschlandgeschäft Branch, as Foreign Trade Facility Agent. Unless
otherwise defined herein, terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement.


 


We
hereby give you notice that, pursuant to the Credit Agreement and upon the
terms and subject to the conditions contained therein, we request the
[issuance][amendment] of a Foreign Credit Instrument as specified below [and in
substantially the form attached]:


 


	
   

  	
  (i)

  	
  Our
  reference:

  	
   

  	
  [

  	
   

  	
  ]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (ii)

  	
  Type
  of Foreign Credit Instrument:(1)

  	
   

  	
  [

  	
   

  	
  ]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (iii)

  	
  Beneficiary:*

  	
   

  	
  [

  	
   

  	
  ]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (iv)

  	
  Obligor:

  	
   

  	
  [

  	
   

  	
  ]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (v)

  	
  Face
  Amount: *

  	
   

  	
  [

  	
   

  	
  ]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (vi)

  	
  Currency:
  *

  	
   

  	
  [

  	
   

  	
  ]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (vii)

  	
  Expiry
  date: *

  	
   

  	
  [

  	
   

  	
  ]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (viii)

  	
  Commercial
  Lifetime:*/**

  	
   

  	
  [

  	
   

  	
  ]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (ix)

  	
  Reference
  to underlying transaction:

  	
   

  	
  [

  	
   

  	
  ]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (x)

  	
  Foreign
  Credit Instrument deed to be delivered to:

  	
   

  	
  [

  	
   

  	
  ]

  



 






(1) Not in case of an amendment.


**In case of any Foreign
Credit Instrument that comprises more than one type of Foreign Credit
Instrument the commercial lifetime for the different types to be included.


 

















 


	
   

  	
  (xi)

  	
  Foreign
  Issuing Lender:

  	
   

  	
  [

  	
   

  	
  ]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  [In
  the case of an amendment:]

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (xii)

  	
  Foreign
  Issuing Lender:

  	
   

  	
  [

  	
   

  	
  ]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (xiii)

  	
  Reference
  No. of Foreign Issuing Lender:

  	
   

  	
  [

  	
   

  	
  ]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (xiv)

  	
  Reference
  No. of Foreign Trade Facility Agent:

  	
   

  	
  [

  	
   

  	
  ]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (xv)

  	
  Amendment
  details:

  	
   

  	
  [

  	
   

  	
  ]

  



 


We
confirm that, on and as of the date hereof, before and after giving effect to
the issuance, amendment, renewal or extension, as applicable, of the Foreign
Credit Instrument requested hereby, (a) the representations and warranties of
each Loan Party set forth in the Loan Documents are true and correct in all
material respects and (b) no Default or Event of Default has occurred and is
continuing.


 


	
   

  	
  [SPX
  CORPORATION][NAME OF FOREIGN 

  SUBSIDIARY BORROWER]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


EXHIBIT J


 


[FORM OF]

DOMESTIC REVOLVING NOTE


 


	
   

  	
   

  



 


FOR
VALUE RECEIVED, the undersigned (the “Parent Borrower”), hereby promise
to pay to                                         
or registered assigns (the “Lender”), in accordance with the provisions
of the Credit Agreement (as hereinafter defined), the principal amount of each
Domestic Revolving Loan from time to time made by the Lender to the Parent
Borrower under that certain Credit Agreement dated as of September 20, 2007 (as
amended, modified, supplemented or extended from time to time, the “Credit
Agreement”) among Parent Borrower, the Foreign Subsidiary Borrowers party
thereto, the Lenders from time to time party thereto, Bank of America, N.A., as
Administrative Agent and Deutsche Bank AG Deutschlandgeschäft Branch, as
Foreign Trade Facility Agent. Capitalized terms used but not otherwise defined
herein have the meanings provided in the Credit Agreement.


 


The
Parent Borrower promises to pay interest on the unpaid principal amount of each
Domestic Revolving Loan from the date of such Domestic Revolving Loan until
such principal amount is paid in full, at such interest rates and at such times
as provided in the Credit Agreement. All payments of principal and interest
shall be made to the Administrative Agent for the account of the Lender in
Dollars in immediately available funds at the Administrative Agent’s Office. If
any amount is not paid in full when due hereunder, such unpaid amount shall
bear interest, to be paid upon demand, from the due date thereof until the date
of actual payment (and before as well as after judgment) computed at the per
annum rate set forth in the Credit Agreement.


 


This
Domestic Revolving Note is one of the Domestic Revolving Notes referred to in
the Credit Agreement, is entitled to the benefits thereof and may be prepaid in
whole or in part subject to the terms and conditions provided therein. Upon the
occurrence and continuation of one or more of the Events of Default specified
in the Credit Agreement, all amounts then remaining unpaid on this Domestic
Revolving Note shall become, or may be declared to be, immediately due and
payable all as provided in the Credit Agreement. Domestic Revolving Loans made
by the Lender shall be evidenced by one or more loan accounts or records
maintained by the Lender in the ordinary course of business. The Lender may
also attach schedules to this Domestic Revolving Note and endorse thereon the
date, amount and maturity of its Domestic Revolving Loans and payments with
respect thereto.


 


The
Parent Borrower, for itself, its successors and assigns, hereby waives
diligence, presentment, protest and demand and notice of protest, demand,
dishonor and nonpayment of this Domestic Revolving Note.


 

















 


THIS
DOMESTIC REVOLVING NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.


 


	
   

  	
  SPX
  CORPORATION,

  
	
   

  	
  a
  Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 

















 


EXHIBIT K


 


[FORM OF]

GLOBAL REVOLVING NOTE


 


	
   

  	
   

  



 


FOR
VALUE RECEIVED, the undersigned (the “Borrowers”), hereby promise to pay
to                                        
or registered assigns (the “Lender”), in accordance with the provisions
of the Credit Agreement (as hereinafter defined), the principal amount of each
Global Revolving Loan from time to time made by the Lender to the Borrowers
under that certain Credit Agreement dated as of September 20, 2007 (as amended,
modified, supplemented or extended from time to time, the “Credit Agreement”)
among SPX Corporation, a Delaware corporation (the “Parent Borrower”),
the Foreign Subsidiary Borrowers party thereto (together with the Parent
Borrower, the “Borrowers”), the Lenders from time to time party thereto,
Bank of America, N.A., as Administrative Agent and Deutsche Bank AG
Deutschlandgeschäft Branch, as Foreign Trade Facility Agent. Capitalized terms
used but not otherwise defined herein have the meanings provided in the Credit
Agreement.


 


Each
Borrower promises to pay interest on the unpaid principal amount of each Global
Revolving Loan from the date of such Global Revolving Loan until such principal
amount is paid in full, at such interest rates and at such times as provided in
the Credit Agreement. All payments of principal and interest shall be made to
the Administrative Agent for the account of the Lender in Dollars in
immediately available funds at the Administrative Agent’s Office. If any amount
is not paid in full when due hereunder, such unpaid amount shall bear interest,
to be paid upon demand, from the due date thereof until the date of actual
payment (and before as well as after judgment) computed at the per annum rate
set forth in the Credit Agreement.


 


This
Global Revolving Note is one of the Global Revolving Notes referred to in the
Credit Agreement, is entitled to the benefits thereof and may be prepaid in
whole or in part subject to the terms and conditions provided therein. Upon the
occurrence and continuation of one or more of the Events of Default specified
in the Credit Agreement, all amounts then remaining unpaid on this Global
Revolving Note shall become, or may be declared to be, immediately due and
payable all as provided in the Credit Agreement. Global Revolving Loans made by
the Lender shall be evidenced by one or more loan accounts or records
maintained by the Lender in the ordinary course of business. The Lender may
also attach schedules to this Global Revolving Note and endorse thereon the
date, amount and maturity of its Global Revolving Loans and payments with
respect thereto.


 


Each
Borrower, for itself, its successors and assigns, hereby waives diligence,
presentment, protest and demand and notice of protest, demand, dishonor and
nonpayment of this Global Revolving Note.


 

















 


THIS
GLOBAL REVOLVING NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.


 


	
   

  	
  SPX
  CORPORATION,

  
	
   

  	
  a
  Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Foreign Subsidiary
  Borrower(s)]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 
















 


EXHIBIT L


 


[FORM OF]

SWINGLINE NOTE


 


	
   

  	
   

  



 


FOR
VALUE RECEIVED, the undersigned (the “Parent Borrower”), hereby promises
to pay to                         
or registered assigns (the “Swingline Lender”), in accordance with the
provisions of the Credit Agreement (as hereinafter defined), the principal
amount of each Swingline Loan from time to time made by the Swingline Lender to
the Parent Borrower under that certain Credit Agreement dated as of September
20, 2007 (as amended, modified, supplemented or extended from time to time, the
“Credit Agreement”) among the Parent Borrower, the Foreign Subsidiary
Borrowers party thereto, the Lenders from time to time party thereto, Bank of
America, N.A., as Administrative Agent and Deutsche Bank AG Deutschlandgeschäft
Branch, as Foreign Trade Facility Agent. Capitalized terms used but not
otherwise defined herein have the meanings provided in the Credit Agreement.


 


The
Parent Borrower promises to pay interest on the unpaid principal amount of each
Swingline Loan from the date of such Swingline Loan until such principal amount
is paid in full, at such interest rates and at such times as provided in the
Credit Agreement. All payments of principal and interest shall be made to the
Administrative Agent for the account of the Swingline Lender in Dollars in
immediately available funds at the Administrative Agent’s Office. If any amount
is not paid in full when due hereunder, such unpaid amount shall bear interest,
to be paid upon demand, from the due date thereof until the date of actual
payment (and before as well as after judgment) computed at the per annum rate
set forth in the Credit Agreement.


 


This
Swingline Note is the Swingline Note referred to in the Credit Agreement, is
entitled to the benefits thereof and may be prepaid in whole or in part subject
to the terms and conditions provided therein. Upon the occurrence and
continuation of one or more of the Events of Default specified in the Credit
Agreement, all amounts then remaining unpaid on this Swingline Note shall
become, or may be declared to be, immediately due and payable all as provided
in the Credit Agreement. Swingline Loans made by the Swingline Lender shall be
evidenced by one or more loan accounts or records maintained by the Lender in
the ordinary course of business. The Swingline Lender may also attach schedules
to this Swingline Note and endorse thereon the date, amount and maturity of its
Swingline Loans and payments with respect thereto.


 


The
Parent Borrower, for itself, its successors and assigns, hereby waives
diligence, presentment, protest and demand and notice of protest, demand,
dishonor and nonpayment of this Swingline Note.


 

















 


THIS
SWINGLINE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK.


 


	
   

  	
  SPX
  CORPORATION,

  
	
   

  	
  a
  Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 

















 


EXHIBIT M


 


[FORM OF]

TERM NOTE


 


	
   

  	
   

  



 


FOR
VALUE RECEIVED, the undersigned (the “Parent Borrower”), hereby promise
to pay to                              
or registered assigns (the “Lender”), in accordance with the provisions
of the Credit Agreement (as hereinafter defined), the principal amount of the
Term Loan made by the Lender to the Parent Borrower under that certain Credit
Agreement dated as of September 20, 2007 (as amended, modified, supplemented or
extended from time to time, the “Credit Agreement”) among the Parent
Borrower, the Foreign Subsidiary Borrowers party thereto, the Lenders from time
to time party thereto, Bank of America, N.A., as Administrative Agent and
Deutsche Bank AG Deutschlandgeschäft Branch, as Foreign Trade Facility Agent. Capitalized
terms used but not otherwise defined herein have the meanings provided in the
Credit Agreement.


 


The
Parent Borrower promises to pay interest on the unpaid principal amount of the
Term Loan from the date of the Term Loan until such principal amount is paid in
full, at such interest rates and at such times as provided in the Credit
Agreement. All payments of principal and interest shall be made to the
Administrative Agent for the account of the Lender in Dollars in immediately
available funds at the Administrative Agent’s Office. If any amount is not paid
in full when due hereunder, such unpaid amount shall bear interest, to be paid
upon demand, from the due date thereof until the date of actual payment (and
before as well as after judgment) computed at the per annum rate set forth in
the Credit Agreement.


 


This
Term Note is one of the Term Notes referred to in the Credit Agreement, is
entitled to the benefits thereof and may be prepaid in whole or in part subject
to the terms and conditions provided therein. Upon the occurrence and
continuation of one or more of the Events of Default specified in the Credit
Agreement, all amounts then remaining unpaid on this Term Note shall become, or
may be declared to be, immediately due and payable all as provided in the
Credit Agreement. The Term Loan made by the Lender shall be evidenced by one or
more loan accounts or records maintained by the Lender in the ordinary course
of business. The Lender may also attach schedules to this Term Note and endorse
thereon the date, amount and maturity of the Term Loan and payments with
respect thereto.


 


The
Parent Borrower, for itself, its successors and assigns, hereby waives
diligence, presentment, protest and demand and notice of protest, demand,
dishonor and nonpayment of this Term Note.


 

















 


THIS
TERM NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.


 


	
   

  	
  SPX
  CORPORATION,

  
	
   

  	
  a
  Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 

















 


EXHIBIT N


 


[FORM OF]

COMPLIANCE CERTIFICATE


 


Financial
Statement Date:                       ,
20    


 


To:          Bank of America, N.A., as Administrative Agent


 


Re:                               Credit Agreement dated as of September 20, 2007 (as amended, modified,
supplemented or extended from time to time, the “Credit Agreement”)
among SPX Corporation, a Delaware corporation (the “Parent Borrower”),
the Foreign Subsidiary Borrowers party thereto (together with the Parent
Borrower, the “Borrowers”), the Lenders from time to time party thereto,
Bank of America, N.A., as Administrative Agent and Deutsche Bank AG
Deutschlandgeschäft Branch, as Foreign Trade Facility Agent. Capitalized terms
used but not otherwise defined herein have the meanings provided in the Credit
Agreement.


 


Ladies
and Gentlemen:


 


The
undersigned Financial Officer hereby certifies as of the date hereof that
[he/she] is the                            
of the Parent Borrower, and that, in [his/her] capacity as such, [he/she] is
authorized to execute and deliver this Compliance Certificate to the
Administrative Agent on the behalf of the Parent Borrower, and that:


 


[Use
following paragraph 1 for fiscal year-end financial statements:]


 


[1.            Attached hereto as Schedule 1 are
the year-end audited financial statements required by Section 5.1(a) of
the Credit Agreement for the fiscal year of the Parent Borrower ended as of the
above date, together with the report and opinion of an independent certified
public accountant required by such section.]


 


[Use
following paragraph 1 for fiscal quarter-end financial statements:]


 


[1.            Attached hereto as Schedule 1 are
the unaudited financial statements required by Section 5.1(b) of
the Credit Agreement for the fiscal quarter of the Parent Borrower ended as of
the above date. Such financial statements fairly present in all material
respects the financial condition, results of operations and cash flows of the
Parent Borrower and its Subsidiaries in accordance with GAAP as at such date
and for such period, subject only to normal year-end audit adjustments and the
absence of footnotes.]


 


2.             The undersigned has reviewed and is familiar
with the terms of the Credit Agreement and has made, or has caused to be made,
a detailed review of the transactions and condition (financial or otherwise) of
the Parent Borrower during the accounting period covered by the attached
financial statements.


 


3.             A review of the activities of the Parent
Borrower during such fiscal period has been made under the supervision of the
undersigned with a view to determining whether during such fiscal period the
Parent Borrower performed and observed all its Obligations under the Loan
Documents, and


 


[select
one:]


 

















 


[to
the best knowledge of the undersigned during such fiscal period, the Parent
Borrower performed and observed each covenant and condition of the Loan
Documents applicable to it, and no Default has occurred and is continuing.]


 


[or:]


 


[the
following covenants or conditions have not been performed or observed and the
following is a list of each such Default and its nature and status:]


 


4.             The representations and warranties of the
Loan Parties contained in the Credit Agreement or any other Loan Document, are
true and correct in all material respects on and as of the date hereof, except
to the extent that such representations and warranties specifically refer to an
earlier date, in which case they are true and correct in all material respects
as of such earlier date, and except that for purposes of this Compliance
Certificate, the representations and warranties contained in subsections
(a) and (b) of Section 3.4 of the Credit Agreement shall
be deemed to refer to the most recent statements furnished pursuant to
clauses (a) and (b), respectively, of Section 5.1 of the
Credit Agreement, including the statements in connection with which this
Compliance Certificate is delivered.


 


5.             The financial covenant analyses and
calculation of Consolidated Leverage Ratio and Consolidated Interest Coverage
Ratio set forth on Schedule 2 attached hereto are true and accurate
on and as of the date of this Compliance Certificate.


 


IN
WITNESS WHEREOF, the undersigned has executed this Compliance Certificate as of
                 ,
20     .


 


	
   

  	
  SPX
  CORPORATION,

  
	
   

  	
  a
  Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 

















 


EXHIBIT O


 


[FORM OF]

FOREIGN ISSUING LENDER JOINDER AGREEMENT


 


THIS FOREIGN ISSUING LENDER JOINDER
AGREEMENT (this “Agreement”) dated as of                 
      , 20    
is among SPX CORPORATION, a Delaware
corporation (the “Parent Borrower”), the Foreign Subsidiary
Borrowers identified on the signature pages hereto (the “Foreign Subsidiary
Borrowers”), the Subsidiary Guarantors identified on the signature pages
hereto (the “Subsidiary Guarantors”), [                             ]
(the “New Foreign Issuing Lender”), BANK OF AMERICA, N.A., as
Administrative Agent (in such capacity, the “Administrative Agent”) for
the banks and other financial institutions (the “Lenders”) party to the
Credit Agreement (as hereafter defined) and DEUTSCHE BANK AG DEUTSCHLANDGESCHÄFT BRANCH, as the Foreign Trade
Facility Agent (in such capacity, the “Foreign Trade Facility Agent”).


 


WITNESSETH


 


WHEREAS the Parent Borrower, the Foreign Subsidiary
Borrowers, the Lenders, the Foreign Trade Facility Agent and the Administrative
Agent are parties to that certain Credit
Agreement, dated as of September 20, 2007 (as amended, supplemented or
otherwise modified from time to time, the “Credit Agreement”);


 


WHEREAS,
pursuant to Section 2.6(t) of the Credit Agreement, the Parent Borrower
has the right to designate
additional Foreign Issuing Lenders to provide additional Foreign Credit
Instrument Issuing Commitments hereunder (an “Additional Foreign Credit
Instrument Issuing Commitment”) and/or designate existing Foreign Issuing
Lenders to provide an increase to its existing Foreign Credit Instrument
Issuing Commitment (an “Increased Foreign Credit Instrument Issuing Commitment”); and


 


WHEREAS,
the New Foreign Issuing Lender has agreed to provide a [$                  ]
Foreign Credit Instrument Issuing Commitment under the Credit Agreement which
is an [Additional Foreign Credit Instrument Issuing Commitment]  [Increased Foreign Credit Instrument Issuing
Commitment] on the terms set forth herein.


 


NOW,
THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:


 


1.             Defined Terms.
Capitalized terms used herein but not defined herein shall have the meanings
assigned to such terms in the Credit Agreement.


 


2.             Commitment. The
New Foreign Issuing Lender hereby agrees that from and after the date hereof
the New Foreign Issuing Lender shall have a Foreign Credit Instrument Issuing
Commitment of [$                    ]
under the Credit Agreement. [The Parent Borrower, the Foreign Subsidiary
Borrowers and the New Foreign Issuing Lender hereby acknowledge, agree and
confirm that the New Foreign Issuing Lender shall from and after the date
hereof be deemed to be a party to the Credit Agreement and a “Foreign Issuing
Lender” for all purposes of the Credit Agreement and the other Loan Documents,
and shall have all of the rights and obligations of a Foreign Issuing Lender
under the Credit Agreement and the other Loan Documents as if the New Foreign
Issuing Lender had executed the Credit Agreement] [If such New Foreign Issuing
Lender is already a party to the Credit Agreement, the Parent Borrower, the
Foreign Subsidiary Borrowers and the New Foreign Issuing Lender hereby
acknowledge, agree and


 

















 


confirm that the New
Foreign Issuing Lender shall continue to have all of the rights and obligations
of a Foreign Issuing Lender under the Credit Agreement and the other Loan
Documents].


 


3.             Conditions
Precedent. This Agreement shall be effective as of the date hereof upon
satisfaction of each of the following conditions precedent:


 


(a)           receipt by the Administrative Agent of this
Agreement executed by the Parent Borrower, the Foreign Subsidiary Borrowers,
the Subsidiary Guarantors, the New Foreign Issuing Lender, the Foreign Trade Facility
Agent and the Administrative Agent; and


 


(b)           receipt by the Administrative Agent of a certificate dated as of the
date of the [Additional Foreign Credit Instrument Issuing
Commitment]  [Increased Foreign Credit
Instrument Issuing Commitment] from a Responsible
Officer of the Parent Borrower, certifying that, before and after giving effect
to the [Additional Foreign Credit Instrument Issuing Commitment]  [Increased Foreign Credit Instrument Issuing
Commitment], (A) the representations
and warranties contained in Article III of the Credit Agreement and in
the other Loan Documents are true and correct in all material respects on and
as of the date of the [Additional Foreign Credit Instrument Issuing
Commitment]  [Increased Foreign Credit
Instrument Issuing Commitment], except
to the extent that such representations and warranties specifically refer to an
earlier date, in which case they are true and correct in all material respects
as of such earlier date and (B) no Default or Event of Default shall have occurred
and be continuing.


 


4.             Notices. The
applicable address, facsimile number and electronic mail address of the New
Foreign Issuing Lender for purposes of Section 9.1 of the Credit
Agreement are as set forth in the administrative questionnaire delivered by the
New Foreign Issuing Lender to the Administrative Agent, the Foreign Trade
Facility Agent and the Parent Borrower on or before the date hereof or to such
other address, facsimile number and electronic mail address as shall be
designated by the New Foreign Issuing Lender in a notice to the Administrative
Agent, the Foreign Trade Facility Agent and the Parent Borrower.


 


5.             Reaffirmation of
Guarantee. Each Subsidiary Guarantor (a)
acknowledges and consents to all of the terms and conditions of this Agreement
and (b) agrees that this Agreement and
all documents executed in connection herewith do not operate to reduce or
discharge such Subsidiary Guarantor’s obligations under the Loan Documents.


 


6.             Schedule 1.1A.
The parties hereto agree that Schedule 1.1A to the Credit Agreement is hereby
deemed to be amended to reflect the [Additional Foreign Credit Instrument
Issuing Commitment]  [Increased Foreign
Credit Instrument Issuing Commitment] of the New Foreign Issuing Lender.


 


7.             Acknowledgment by
Agents. Each of the Administrative Agent and the Foreign Trade Facility
Agent hereby acknowledge and agree that the New Foreign Issuing Lender is
reasonably acceptable to the Administrative Agent and the Foreign Trade
Facility Agent.


 


8.             Governing Law.
This Agreement shall be deemed to be a
contract made under, and for all purposes shall be construed in accordance with
the laws of the State of New York (including Sections 5-1401 and 5-1402 of the
New York General Obligations Law).


 


9.             Counterparts. This
Agreement may be executed in multiple counterparts, each of which shall
constitute an original but all of which when taken together shall constitute
one contract.


 


[Signature Pages Follow]


 

















 


IN
WITNESS WHEREOF, the Parent Borrower, the Foreign Subsidiary Borrowers, the
Subsidiary Guarantors, the New Foreign Issuing Lender, the Foreign Trade
Facility Agent and the Administrative Agent have caused this Agreement to be
executed by their officers thereunto duly authorized as of the date hereof.


 


	
   

  	
  SPX
  CORPORATION,

  
	
   

  	
  a
  Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  [FOREIGN
  SUBSIDIARY BORROWER(S)]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  [SUBSIDIARY
  GUARANTOR(S)]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [NEW
  FOREIGN ISSUING LENDER]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  BANK
  OF AMERICA, N.A.,

  
	
   

  	
  as
  Administrative Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK AG DEUTSCHLANDGESCHÄFT

  BRANCH, as Foreign Trade Facility Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title: