Credit Agreement – Flextronics International Ltd.

CREDIT AGREEMENT

Dated as of October 19, 2011
among

FLEXTRONICS INTERNATIONAL LTD.
and
CERTAIN SUBSIDIARIES,
as Borrowers,

BANK OF AMERICA, N.A.,
as Administrative Agent and Swing Line Lender,

and

The Other Lenders Party Hereto

CITIBANK, N.A.,
as Syndication Agent,

and

BNP PARIBAS,
HSBC BANK USA, NATIONAL ASSOCIATION,
JPMORGAN CHASE BANK, N.A.,
THE ROYAL BANK OF SCOTLAND plc
and

THE BANK OF NOVA SCOTIA,
as Co-Documentation Agents

and

MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED,
CITIGROUP GLOBAL MARKETS INC.,

BNP PARIBAS SECURITIES CORP.,
HSBC SECURITIES (USA) INC.,
J.P. MORGAN SECURITIES LLC,

RBS SECURITIES INC.

and

THE BANK OF NOVA SCOTIA,
as
Joint Lead Arrangers and Joint Book Managers

TABLE OF CONTENTS

Section		Page

ARTICLE I.	DEFINITIONS AND ACCOUNTING TERMS	1

1.01	Defined Terms	1
1.02	Other Interpretive Provisions	33
1.03	Accounting Terms	34
1.04	Rounding	35
1.05	Exchange Rates; Currency Equivalents	35
1.06	Additional Alternative Currencies	35
1.07	Change of Currency	36
1.08	Times of Day	37
1.09	Letter of Credit Amounts	37

ARTICLE II.	THE COMMITMENTS AND CREDIT EXTENSIONS	37

2.01	The Loans	37
2.02	Borrowings, Conversions and Continuations of Loans	38
2.03	Letters of Credit	40
2.04	Swing Line Loans	50
2.05	Prepayments	53
2.06	Termination or Reduction of Commitments	60
2.07	Repayment of Loans	61
2.08	Interest	62
2.09	Fees	63
2.10	Computation of Interest and Fees	63
2.11	Evidence of Debt	63
2.12	Payments Generally; Administrative Agent153s Clawback	64
2.13	Sharing of Payments by Lenders	66
2.14	Designated Borrowers	67
2.15	Increase in Revolving Credit Facility	68
2.16	Increase in Term A Facility	70
2.17	New Term Facilities	71
2.18	Cash Collateral	72
2.19	Defaulting Lenders	74

ARTICLE III.	TAXES, YIELD PROTECTION AND ILLEGALITY	75

3.01	Taxes	75
3.02	Illegality	80
3.03	Inability to Determine Rates	81
3.04	Increased Costs	81
3.05	Compensation for Losses	82
3.06	Mitigation Obligations; Replacement of Lenders; Certificates	83
3.07	Survival	84

TABLE OF CONTENTS (continued)

Section		Page

ARTICLE IV.	CONDITIONS PRECEDENT TO CREDIT EXTENSIONS	84

4.01	Conditions of Initial Credit Extension	84
4.02	Conditions to all Credit Extensions	87

ARTICLE V.	REPRESENTATIONS AND WARRANTIES	88

5.01	Due Incorporation, Qualification, Etc.	88
5.02	Authority	88
5.03	Enforceability	88
5.04	Non-Contravention	88
5.05	Approvals	89
5.06	No Violation or Default	89
5.07	Litigation	89
5.08	Title; Possession Under Leases	89
5.09	Financial Statements	90
5.10	Employee Benefit Plans	90
5.11	Other Regulations	91
5.12	Patent and Other Rights	91
5.13	Governmental Charges	91
5.14	Margin Stock	92
5.15	Subsidiaries, Etc.	92
5.16	Solvency, Etc.	92
5.17	No Withholding, Etc.	92
5.18	No Material Adverse Effect	92
5.19	Accuracy of Information Furnished	92
5.20	Representations as to Foreign Obligors	93
5.21	Taxpayer Identification Number; Other Identifying Information	94

ARTICLE VI.	AFFIRMATIVE COVENANTS	94

6.01	Information	94
6.02	Books and Records	97
6.03	Inspections	97
6.04	Insurance	97
6.05	Taxes, Governmental Charges and Other Indebtedness	97
6.06	Use of Proceeds	98
6.07	General Business Operations	98
6.08	Pari Passu Ranking	98
6.09	PATRIOT Act	98
6.10	Subsidiary Guarantors	99

ARTICLE VII.	NEGATIVE COVENANTS	100

7.01	Indebtedness	100
7.02	Liens	102
7.03	Asset Dispositions	104

TABLE OF CONTENTS (continued)

Section		Page

7.04	Mergers, Acquisitions, Etc.	106
7.05	Investments	107
7.06	Dividends, Redemptions, Etc.	108
7.07	Change in Business	109
7.08	Employee Benefit Plans	109
7.09	Transactions With Affiliates	109
7.10	Accounting Changes	110
7.11	Burdensome Contractual Obligations	110
7.12	Financial Covenants	111

ARTICLE VIII.	EVENTS OF DEFAULT AND REMEDIES	111

8.01	Events of Default	111
8.02	Remedies Upon Event of Default	114
8.03	Application of Funds	115
8.04	Lender Rate Contract Remedies	116

ARTICLE IX.	ADMINISTRATIVE AGENT	116

9.01	Appointment and Authority	116
9.02	Rights as a Lender	116
9.03	Exculpatory Provisions	117
9.04	Reliance by Administrative Agent	117
9.05	Delegation of Duties	118
9.06	Resignation of Administrative Agent	118
9.07	Non-Reliance on Administrative Agent and Other Lenders	119
9.08	No Other Duties, Etc.	119
9.09	Administrative Agent May File Proofs of Claim	119
9.10	Guaranty Matters	120

ARTICLE X.	MISCELLANEOUS	120

10.01	Amendments, Etc.	120
10.02	Notices; Effectiveness; Electronic Communication	122
10.03	No Waiver; Cumulative Remedies	124
10.04	Expenses; Indemnity; Damage Waiver	125
10.05	Payments Set Aside	127
10.06	Successors and Assigns	127
10.07	Treatment of Certain Information; Confidentiality	133
10.08	Right of Setoff	134
10.09	Interest Rate Limitation	135
10.10	Counterparts; Integration; Effectiveness	135
10.11	Survival of Representations and Warranties	135
10.12	Severability	135
10.13	Replacement of Lenders	136
10.14	Governing Law; Jurisdiction; Etc.	136
10.15	Waiver of Jury Trial	138

iii

TABLE OF CONTENTS (continued)

Section		Page

10.16	California Judicial Reference	138
10.17	No Advisory or Fiduciary Responsibility	138
10.18	Electronic Execution of Assignments and Certain Other Documents	139
10.19	Judgment Currency	139
10.20	Bermuda Branch; Full Recourse Obligations	139
10.21	Waiver of Notice Under Existing FIL Credit Agreement	140
10.22	Post Closing Matters	140

SCHEDULES

1.01(e)	Existing Letters of Credit
1.01(i)	Ineligible Material Subsidiaries
1.01(ii)	Initial Subsidiary Guarantors
1.01(m)	Mandatory Cost Formulae
2.01	Commitments and Applicable Percentages
2.14	Designated Borrowers
5.15	Subsidiaries
5.21	Identification Numbers for the Company and Designated Borrowers that are Foreign Subsidiaries
7.01	Existing Secured Indebtedness
7.05	Investments
10.02	Administrative Agent153s Office; Certain Addresses for Notices

EXHIBITS

*Form of*
A	Committed Loan Notice
B	Swing Line Loan Notice
C-1	Term Note
C-2	Revolving Credit Note
D	Compliance Certificate
E	Assignment and Assumption
F	Company Guaranty
G	Subsidiary Guaranty
H	Designated Borrower Request and Assumption Agreement
I	Designated Borrower Notice
J	Guarantor Release Certificate
K	Administrative Questionnaire
L	U.S. Tax Certificates

CREDIT AGREEMENT

This CREDIT AGREEMENT (“Agreement“) is entered into as of October 19,
2011, among FLEXTRONICS INTERNATIONAL LTD., a Singapore company (the
“Company” or “FIL“) acting, subject to Section 10.20
hereof, through its Bermuda branch, certain Subsidiaries of the Company party
hereto pursuant to Section 2.14 (each a “Designated Borrower” and,
together with the Company, the “Borrowers” and, each a
“Borrower“), each lender from time to time party hereto (collectively,
the “Lenders” and individually, a “Lender“), and BANK OF AMERICA,
N.A., as Administrative Agent and Swing Line Lender.

The Company has requested that the Lenders provide a revolving credit
facility, which is intended to replace and refinance the Existing FIL Credit
Agreement and to refinance in part the term credit facility referenced in
Section 8.01(l), and the Lenders are willing to do so on the terms and
conditions set forth herein.

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

ARTICLE I.
DEFINITIONS AND ACCOUNTING TERMS

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

“Acceptable Discount” has the meaning specified in Section
2.05(a)(ii).

“Acceptable Prepayment Amount” has the meaning specified in
Section 2.05(a)(ii).

“Acceptance Date” has the meaning specified in Section
2.05(a)(ii).

“Act” has the meaning specified in Section 6.09.

“Adjusted Revenues” means, in respect of any Subsidiary of FIL for any
period, total revenues for such Subsidiary for such period, less Intercompany
Revenues for such period.

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

“Administrative Agent153s Office” means, with respect to any currency,
the Administrative Agent153s address and, as appropriate, account as set forth on
Schedule 10.02 with respect to such currency, or such other address or
account with respect to such currency as the Administrative Agent may from time
to time notify to the Company and the Lenders.

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

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

“Agent Parties” has the meaning specified in Section 10.02(c).

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

“Aggregate Revolving Credit Commitment” means the sum of the Revolving
Credit Commitments of the Revolving Credit Lenders.

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

“Agreement Currency” has the meaning specified in Section
10.19.

“Alternative Currency” means each of Euro, Sterling, Yen, and each
other currency (other than Dollars) that is approved in accordance with
Section 1.06.

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

“Alternative Currency Sublimit” means an amount equal to 20% of the
Aggregate Revolving Credit Commitment. The Alternative Currency Sublimit is part
of, and not in addition to, the Aggregate Revolving Credit Commitment.

“Applicable Discount” has the meaning specified in Section
2.05(a)(ii).

“Applicable Foreign Obligor Documents” has the meaning specified in
Section 5.20(a).

“Applicable Percentage” means (a) in respect of the Term A Facility,
with respect to any Term A Lender at any time, the percentage (carried out to
the ninth decimal place) of the Term A Facility represented by the principal
amount of such Term A Lender153s Term A Loans at such time, (b) in respect of any
Incremental Term Facility, with respect to any Lender under such Incremental
Term Facility at any time, the percentage (carried out to the ninth decimal
place) of the Incremental Term Facility represented by the principal amount of
such Lender153s Incremental Term Loans under such Facility at such time and (c) in
respect of the Revolving Credit Facility, with respect to any Revolving Credit
Lender at any time, the percentage (carried out to the ninth decimal place) of
the Revolving Credit Facility represented by such Revolving Credit Lender153s
Revolving Credit Commitment at such time. If the commitment of each Revolving
Credit Lender to make Revolving Credit Loans and the obligation of the L/C
Issuer to make L/C Credit Extensions have been terminated pursuant to
Section 8.02, or if the Revolving Credit Commitments have expired, then
the Applicable Percentage of each Revolving Credit Lender in respect of the
Revolving Credit Facility shall be determined based on the Applicable Percentage
of such Revolving Credit Lender in respect of the Revolving Credit Facility most
recently in

effect, giving effect to any subsequent assignments. The initial Applicable
Percentage of each Lender in respect of each Facility is set forth opposite the
name of such Lender on Schedule 2.01 or in the Assignment and Assumption
pursuant to which such Lender becomes a party hereto, as applicable.

“Applicable Rate” means, from time to time, the following percentages
per annum, based upon the Debt Rating as set forth below:

Applicable Rate

Pricing Level	Debt Ratings S&P/Moody153s	Commitment Fee		Eurocurrency Rate Loans and Letters of Credit		Base Rate Loans
1	BBB or better/Baa2 or better	0.20	%	1.25	%	0.25	%
2	BBB-/Baa3	0.25	%	1.50	%	0.50	%
3	BB+/Ba1	0.30	%	1.75	%	0.75	%
4	BB/Ba2	0.375	%	2.00	%	1.00	%
5	worse than BB/Ba2	0.45	%	2.25	%	1.25	%

“Debt Rating” means, as of any date of determination, either the long
term issuer credit rating of the Company as determined by S&P, or the issuer
rating (PDR) of the Company as determined by Moody153s (or, if no such issuer
rating is in effect, then the corporate family rating of the Company as
determined by Moody153s) (collectively, the “Debt Ratings“);
provided that (a) if the respective Debt Ratings issued by the foregoing
rating agencies differ by one level, then the Pricing Level for the higher of
such Debt Ratings shall apply (with the Debt Rating for Pricing Level 1 being
the highest and the Debt Rating for Pricing Level 5 being the lowest); (b) if
the respective Debt Ratings issued by the foregoing rating agencies differ by
more than one level, then the Pricing Level that is one level lower than the
Pricing Level of the higher Debt Rating shall apply; (c) if the Company has only
one Debt Rating, the Pricing Level that is one level lower than that of such
Debt Rating shall apply; and (d) if the Company does not have any Debt Rating,
Pricing Level 5 shall apply.

Initially, the Applicable Rate shall be determined based upon the Debt Rating
specified in the certificate delivered pursuant to Section 4.01(a)(ix).
Thereafter, each change in the Applicable Rate resulting from a publicly
announced change in the Debt Rating shall be effective, during the period
commencing on the date of the public announcement thereof and ending on the date
immediately preceding the effective date of the next such change.

“Applicable Time” means, with respect to any borrowings and payments
in any Alternative Currency, the local time in the place of settlement for such
Alternative Currency as

may be determined by the Administrative Agent or the L/C Issuer, as the case
may be, to be necessary for timely settlement on the relevant date in accordance
with normal banking procedures in the place of payment.

“Applicant Borrower” has the meaning specified in Section
2.14(b).

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

“Approved Fund” means any Fund that is administered or managed by (a)
a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an
entity that administers or manages a Lender.

“Arrangers” means, collectively, MLPFS and CGMI, in their capacity as
joint lead arrangers and joint book managers.

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

“Assignment and Assumption” means an assignment and assumption entered
into by a Lender and an assignee (with the consent of any party whose consent is
required by Section 10.06(b)), and accepted by the Administrative Agent,
in substantially the form of Exhibit E or any other form approved by the
Administrative Agent.

“Auction Agent” means (a) the Administrative Agent or (b) any other
financial institution or advisor employed by the Company (whether or not an
Affiliate of the Administrative Agent) to act as an arranger in connection with
any Discounted Loan Prepayment pursuant to Section 2.05(a)(ii);
provided that the Company shall not designate the Administrative Agent as
the Auction Agent without the written consent of the Administrative Agent (it
being understood that the Administrative Agent shall be under no obligation to
agree to act as the Auction Agent); provided, further, that
neither the Company nor any of its Affiliates may act as the Auction Agent.

“Auto-Extension Letter of Credit” has the meaning specified in
Section 2.03(b)(iii).

“Auto-Reinstatement Letter of Credit” has the meaning specified in
Section 2.03(b)(iv).

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

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

“Bankruptcy Code” means the Federal Bankruptcy Reform Act of 1978 (11
U.S.C. § 101, et seq.).

“Base Rate” means for any day a fluctuating rate per annum equal to
the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (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,” and (c) the Eurocurrency Rate for an Interest
Period of one month plus 1.00%. The “prime rate” is a rate set by Bank of
America based upon various factors including Bank of America153s 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 to the Base Rate due to a change in such rate
announced by Bank of America shall take effect at the opening of business on the
day specified in the public announcement of such change.

“Base Rate Committed Loan” means a Committed Loan that is a Base Rate
Loan.

“Base Rate Loan” means a Loan that bears interest based on the Base
Rate. All Base Rate Loans shall be denominated in Dollars.

“Borrower” and “Borrowers” each have the meaning specified in
the introductory paragraph hereto.

“Borrower Materials” has the meaning specified in Section
6.01.

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

“Business Day” means any day other than a Saturday, Sunday or other
day on which commercial banks are authorized to close under the laws of, or are
in fact closed in, the state where the Administrative Agent153s Office with
respect to Obligations denominated in Dollars is located and:

(a) if such day relates to any interest rate settings as to a Eurocurrency
Rate Loan denominated in Dollars, any fundings, disbursements, settlements and
payments in Dollars in respect of any such Eurocurrency Rate Loan, or any other
dealings in Dollars to be carried out pursuant to this Agreement in respect of
any such Eurocurrency Rate Loan, means any such day on which dealings in
deposits in Dollars are conducted by and between banks in the London interbank
eurodollar market;

(b) if such day relates to any interest rate settings as to a Eurocurrency
Rate Loan denominated in Euro, any fundings, disbursements, settlements and
payments in Euro in respect of any such Eurocurrency Rate Loan, or any other
dealings in Euro to be carried out pursuant to this Agreement in respect of any
such Eurocurrency Rate Loan, means a TARGET Day;

(c) if such day relates to any interest rate settings as to a Eurocurrency
Rate Loan denominated in a currency other than Dollars or Euro, means any such
day on

which dealings in deposits in the relevant currency are conducted by and
between banks in the London or other applicable offshore interbank market for
such currency; and

(d) if such day relates to any fundings, disbursements, settlements and
payments in a currency other than Dollars or Euro in respect of a Eurocurrency
Rate Loan denominated in a currency other than Dollars or Euro, or any other
dealings in any currency other than Dollars or Euro to be carried out pursuant
to this Agreement in respect of any such Eurocurrency Rate Loan (other than any
interest rate settings), means any such day on which banks are open for foreign
exchange business in the principal financial center of the country of such
currency.

“Capital Leases” means any and all lease obligations that, in
accordance with GAAP, are required to be capitalized on the books of a lessee.

“Cash Collateral” and “Cash Collateralize” have the meaning
specified in Section 2.03(g).

“CGMI” means Citigroup Global Markets Inc.

“Change in Law” means the occurrence, after the date of this
Agreement, of any of the following: (a) the adoption or taking effect of any
law, rule, regulation or treaty, (b) any change in any law, rule, regulation or
treaty or in the administration, interpretation, implementation or application
thereof by any Governmental Authority or (c) the making or issuance of any
request, rule, guideline or directive (whether or not having the force of law)
by any Governmental Authority; provided that notwithstanding anything
herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer
Protection Act and all requests, rules, guidelines or directives thereunder or
issued in connection therewith and (y) all requests, rules, guidelines or
directives promulgated by the Bank for International settlements, the Basel
Committee on Banking Supervision (or any successor or similar authority) or the
United States regulatory authorities, in each case pursuant to Basel III, shall
in each case be deemed to be a “Change in Law”, regardless of the date enacted,
adopted or issued.

“Change of Control” means, with respect to FIL, (a) the acquisition
after the date hereof by any person or group of persons (within the meaning of
Section 13 or 14 of the Securities Exchange Act of 1934 (as amended, the
“Exchange Act“)) of (A) beneficial ownership (within the meaning of Rule
13d-3 promulgated by the SEC under the Exchange Act) of 50% or more of the
outstanding Equity Securities of FIL entitled to vote for members of the board
of directors (or similar governing body), or (B) all or substantially all of the
assets of FIL; or (b) during any period of 12 consecutive calendar months,
individuals who are directors of FIL on the first day of such period
(“Initial Directors“) and any directors of FIL who are specifically
approved by two-thirds of the Initial Directors and previously approved
directors shall cease to constitute a majority of the board of directors of FIL
before the end of such period.

“Closing Date” means the first date all the conditions precedent in
Section 4.01 are satisfied or waived in accordance with Section
10.01.

“Code” means the Internal Revenue Code of 1986 as amended.

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

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

“Committed Loan” means a Term A Loan or a Revolving Credit Loan.

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

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

“Company Guaranty” means the Company Guaranty made by the Company in
favor of the Administrative Agent and the Lenders, substantially in the form of
Exhibit F.

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

“Connection Income Taxes” means Other Connection Taxes that are
imposed on or measured by net income (however denominated) or that are franchise
Taxes or branch profits Taxes.

“Consolidated Tangible Assets” shall mean, with respect to FIL and its
Subsidiaries, the aggregate amount of assets (determined on a consolidated basis
and in accordance with GAAP) after deducting therefrom all goodwill, trade
names, trademarks, patents, licenses, unamortized debt discount and expense,
treasury stock and other like intangibles (in each case, determined on a
consolidated basis and in accordance with GAAP).

“Contingent Obligation” means, without duplication, with respect to
any Person, (a) any Guaranty Obligation of that Person and (b) any direct or
indirect obligation or liability, contingent or otherwise, of that Person (i) in
respect of any Surety Instrument issued for the account of that Person or as to
which that Person is otherwise liable for reimbursement of drawings or payments
or (ii) in respect of any Rate Contract that is not entered into in connection
with a bona fide hedging operation that provides offsetting benefits to such
Person. The amount of any Contingent Obligation shall (subject, in the case of
Guaranty Obligations, to the last sentence of the definition of “Guaranty
Obligation”) be deemed equal to the maximum reasonably anticipated liability in
respect thereof (subject to reduction as the underlying liability so guaranteed
is reduced from time to time), and shall, with respect to item (b)(ii) of this
definition, be marked to market on a current basis.

“Contractual Obligation” of any Person means any indenture, note,
lease, loan agreement, security, deed of trust, mortgage, security agreement,
guaranty, instrument, contract, agreement or other form of contractual
obligation or undertaking to which such Person is a party or by which such
Person or any of its property is bound.

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

“CFC” means a “controlled foreign corporation” described in Section
957(a) of the Code.

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

“Debt/EBITDA Ratio” means, with respect to FIL and its Subsidiaries,
as of any date of determination, the ratio, determined on a consolidated basis
in accordance with GAAP, of:

(a) The total Indebtedness of FIL and its Subsidiaries on such date;
provided, however, that in computing the foregoing sum, (i) there shall be
excluded therefrom any Indebtedness to the extent the proceeds thereof are (A)
legally segregated from FIL153s or such Subsidiaries153 other assets and (B) either
(1) only held in the form of cash or cash equivalents or (2) used by FIL or its
Subsidiaries for a purpose approved in advance from time to time by the Required
Lenders and (ii) there shall be included as a component of total Indebtedness,
without duplication and regardless of whether constituting Indebtedness as
defined herein, all Securitization Attributable Indebtedness

(b) EBITDA for the four fiscal quarter period ending on such date.

“Debt Rating” has the meaning specified in the definition of
“Applicable Rate.”

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

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

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

“Defaulting Lender” means, subject to Section 2.19(b), any
Lender that, as determined by the Administrative Agent, (a) has failed to
perform any of its funding obligations hereunder, including in respect of its
Term Loans, Revolving Credit Loans or participations in respect of

Letters of Credit or Swing Line Loans, within three Business Days of the date
required to be funded by it hereunder unless such Lender notifies the
Administrative Agent and the Company in writing that such failure is the result
of such Lender153s determination that one or more conditions precedent to funding
(each of which conditions precedent, together with any applicable default, shall
be specifically identified in such writing) has not been satisfied, (b) has
notified the Borrower or the Administrative Agent in writing that it does not
intend to comply with its funding obligations hereunder or has made a public
statement to that effect (unless such writing or public statement relates to
such Lender153s obligation to fund a Loan hereunder and states that such position
is based on such Lender153s determination that a condition precedent to funding
(which condition precedent, together with any applicable default, shall be
specifically identified in such writing or public statement) cannot be
satisfied), (c) has failed, within three Business Days after written request by
the Administrative Agent, to confirm in writing to the Administrative Agent that
it will comply with its funding obligations hereunder (provided that such Lender
shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt
of such written confirmation by the Administrative Agent), or (d) is a Revolving
Credit Lender which has, or has a direct or indirect parent company that has,
(i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a
receiver, conservator, trustee, administrator, assignee for the benefit of
creditors or similar Person charged with reorganization or liquidation of its
business or a custodian appointed for it, or (iii) taken any action in
furtherance of, or indicated its consent to, approval of or acquiescence in any
such proceeding or appointment; provided that a Lender shall not be a Defaulting
Lender solely by virtue of the ownership or acquisition of any equity interest
in that Lender or any direct or indirect parent company thereof by a
Governmental Authority.

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

“Designated Borrower Notice” has the meaning specified in Section
2.14(b).

“Designated Borrower Request and Assumption Agreement” has the meaning
specified in Section 2.14(b).

“Designated Borrower Sublimit” means an amount equal to 100% of the
Aggregate Revolving Credit Commitment. The Designated Borrower Sublimit is part
of, and not in addition to, the Aggregate Revolving Credit Commitment.

“Discounted Loan Prepayment” has the meaning specified in Section
2.05(a)(ii).

“Discounted Prepayment Determination Date” has the meaning specified
in Section 2.05(a)(ii).

“Discounted Prepayment Effective Date” means in the case of Discount
Range Prepayment Offer or Solicited Discounted Prepayment Offer, five (5)
Business Days following the Discount Range Prepayment Response Date or the
Solicited Discounted Prepayment Response Date, as applicable, in accordance with
Section 2.05(a)(ii), unless a shorter period is agreed to between the
Company and the Auction Agent.

“Discount Prepayment Response Date” has the meaning specified in
Section 2.05(a)(ii).

“Discount Range” has the meaning specified in Section
2.05(a)(ii).

“Discount Range Prepayment Amount” has the meaning specified in
Section 2.05(a)(ii).

“Discount Range Prepayment Notice” means a written notice of Discount
Range Prepayment Offers made pursuant to Section 2.05(a)(ii) in form
reasonably satisfactory to the Auction Agent.

“Discount Range Prepayment Offer” means the irrevocable written offer
by a Lender submitted in response to an invitation to submit offers following
the Auction Agent153s receipt of a Discount Range Prepayment Notice.

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

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

“Domestic Subsidiary” means any Subsidiary that is organized under the
laws of any state or other political subdivision of the United States.

“EBITDA” means, with respect to FIL and its Subsidiaries for any
period, the sum, determined on a consolidated basis in accordance with GAAP, of
the following:

(a) The net income or net loss of FIL and its Subsidiaries for such period
before provision for income taxes;

plus

(b) The sum (without duplication and to the extent deducted in calculating
net income or loss in clause (a) above) of (i) all Interest Expense of
FIL and its Subsidiaries accruing during such period, (ii) all depreciation and
amortization expenses of FIL and its Subsidiaries accruing during such period
and (iii) any other noncash charges of FIL and its Subsidiaries incurred in such
period, including noncash charges for stock options, performance shares or other
equity-based compensation (it being understood and agreed that the term “noncash
charges” does not include charges which consist of, or require an accrual of or
cash reserve for, anticipated cash charges in subsequent periods);

plus

(c) An amount, not to exceed $100,000,000 in any consecutive four-quarter
period, equal to the sum (without duplication and to the extent deducted in
calculating net income or loss in clause (a) above) of all one-time cash
charges associated with (i) merger- or acquisition-related expenses (including
legal fees, investment banking fees and other similar fees and expenses), in
connection with any merger or acquisition

entered into or consummated by FIL or any of its Subsidiaries which is
otherwise permitted under this Agreement, (ii) restructuring costs incurred by
FIL or any of its Subsidiaries in connection with any restructuring entered into
or consummated by FIL or any of its Subsidiaries which is otherwise permitted
under this Agreement, and (iii) net losses from the early extinguishment of
notes or other Indebtedness; in each case paid in such period and calculated in
accordance with GAAP; provided, however, that no one-time cash
charges in connection with merger- or acquisition-related expenses shall be
added to the calculation of EBITDA if FIL and its Subsidiaries, in connection
with any merger or acquisition to which such expenses relate, shall have
adjusted EBITDA on a pro forma basis to give effect to such merger or
acquisition as if such merger or acquisition had occurred as of the first day of
such period as described in the next succeeding paragraph.

If FIL or any of its Subsidiaries acquires (whether by purchase, merger,
consolidation or otherwise) any Person as a new Subsidiary or all or
substantially all of the assets or property of any Person, during any period in
respect of which EBITDA is to be determined, such EBITDA may, in the sole
discretion of FIL, be determined on a pro forma basis as if such acquisition
occurred as of the first day of such period.

“Eligible Assignee” means any Person that meets the requirements to be
an assignee under Section 10.06(b) (subject to such consents, if any, as
may be required under Section 10.06(b)).

“Eligible Material Subsidiary” shall mean, at any time of
determination, any Material Subsidiary that is not then an Ineligible Material
Subsidiary.

“Employee Benefit Plan” shall mean any employee benefit plan within
the meaning of section 3(3) of ERISA maintained or contributed to by any
Borrower, any Material Subsidiary or any ERISA Affiliate, other than a
Multiemployer Plan.

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

“Enabling Period” has the meaning specified in Section
7.03(a).

“Environmental Laws” means all the Governmental Rules and Contractual
Obligations relating to the protection of human health and the environment,
including those pertaining to the reporting, licensing, permitting,
investigation or remediation of emissions, discharges, releases, or threatened
releases of Hazardous Materials into the air, surface water, groundwater, or
land, or relating to the manufacture, processing, distribution, use, treatment,
storage, disposal, transportation, handling of, or exposure to, Hazardous
Materials.

“Equity Securities” of any Person means (a) all common stock,
preferred stock, participations, shares, partnership interests, membership
interests, beneficial interests in a trust or other equity interests in such
Person (regardless of how designated and whether or not voting or non-voting)
and (b) all warrants, options and other rights to acquire any of the foregoing.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means any Person which is treated as a single
employer with any Borrower or any Material Subsidiary under Section 414 of the
Code.

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

“Eurocurrency Base Rate” has the meaning specified in the definition
of Eurocurrency Rate.

“Eurocurrency Rate” means for any Interest Period with respect to a
Eurocurrency Rate Loan, a rate per annum determined by the Administrative Agent
pursuant to the following formula:

Eurocurrency Rate =	Eurocurrency Base Rate
Eurocurrency Rate =	1.00 : Eurocurrency Reserve Percentage

Where,

“Eurocurrency Base Rate” means, for such Interest Period, 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 “Eurocurrency Base Rate” for such Interest Period shall be the rate per
annum determined by the Administrative Agent to be the rate at which deposits in
the relevant currency for delivery on the first day of such Interest Period in
Same Day Funds in the approximate amount of the Eurocurrency Rate Loan being
made, continued or converted by Bank of America and with a term equivalent to
such Interest Period would be offered by Bank of America153s 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.

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

“Eurocurrency Rate Loan” means a Loan (other than a Swing Line Loan)
that bears interest at a rate based on the Eurocurrency Rate. Eurocurrency Rate
Loans may be denominated

in Dollars or in an Alternative Currency. All Loans denominated in an
Alternative Currency must be Eurocurrency Rate Loans.

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

“Excluded Subsidiary” has the meaning specified in Section
6.07.

“Excluded Taxes” means any of the following Taxes imposed on or with
respect to a Recipient or required to be withheld or deducted from a payment to
a Recipient, (a) Taxes imposed on or measured by net income (however
denominated), franchise Taxes, and branch profits Taxes, in each case, (i)
imposed as a result of such Recipient being organized under the laws of, or
having its principal office or, in the case of any Lender, its applicable
lending office located in, the jurisdiction imposing such Tax (or any political
subdivision thereof) or (ii) that are Other Connection Taxes; (b) in the case of
a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for
the account of such Lender with respect to an applicable interest in a Loan or
Commitment pursuant to a law in effect on the date on which (i) such Lender
acquires such interest in the Loan or Commitment (other than pursuant to an
assignment request by the Borrower under Sections 3.06(b) or
10.13) or (ii) such Lender changes its lending office, except in each
case to the extent that, pursuant to Section 3.01, amounts with respect
to such Taxes were payable either to such Lender153s assignor immediately before
such Lender became a party hereto or to such Lender immediately before it
changed its lending office; (c) Taxes attributable to such Recipient153s failure
(other than as a result of a Change in Law) to comply with Section
3.01(g); and (d) any U.S. federal withholding Taxes imposed under FATCA.
Notwithstanding anything to the contrary contained in this definition, “Excluded
Taxes” shall not include any withholding tax imposed at any time on payments
made by or on behalf of a Foreign Obligor to any Lender hereunder or under any
other Loan Document, provided that such Lender shall have complied with
Section 3.01(g).

“Existing FIL Credit Agreement” means the Credit Agreement dated as of
May 9, 2007, as amended, among FIL, the “Designated Borrowers” party thereto,
Bank of America, as the administrative agent, and the “Lenders” party thereto.

“Existing Letters of Credit” means the standby letters of credit
identified on Schedule 1.01(e) hereof.

“Existing Secured Indebtedness” means the secured Indebtedness
existing on the Closing Date specified on Schedule 7.01.

“Extended Letter of Credit” has the meaning specified in Section
2.03(a)(ii)(B).

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

“FASB” means the Financial Accounting Standards Board.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date
of this Agreement (or any amended or successor version that is substantively
comparable and not

materially more onerous to comply with) and any current or future regulations
or official interpretations thereof.

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

“Fee Letters” means the letter agreements, dated September 19, 2011,
among (a) the Company, the Administrative Agent and MLPFS, and (b) the Company,
Citibank, N.A. and CGMI.

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

“Financial Statements” means, with respect to any accounting period
for any Person, statements of income, shareholders153 equity and cash flows of
such Person for such period, and a balance sheet of such Person as of the end of
such period, setting forth in each case in comparative form figures for the
corresponding period in the preceding fiscal year if such period is less than a
full fiscal year or, if such period is a full fiscal year, corresponding figures
from the preceding annual audit, all prepared in reasonable detail and in
accordance with GAAP.

“Flextronics (Hungary)” means Flextronics International KFT, a
Hungarian company.

“Flextronics (Netherlands)” means Flextronics International Europe
B.V., a Netherlands company.

“Flextronics (Netherlands) Guaranty” means the Subsidiary Guaranty, to
the extent applicable to Flextronics (Netherlands).

“Flextronics Sales (Mauritius)” means Flextronics Sales &
Marketing (A-P) Ltd., a Mauritius company.

“Foreign Lender” means (a) if a Borrower is a U.S. Person, a Lender
that is not a U.S. Person, and (b) if a Borrower is not a U.S. Person, a Lender
that is resident or organized under the Governmental Rules of a jurisdiction
other than that in which such Borrower is resident for tax purposes.

“Foreign Obligor” means the Company, and any Loan Party that is a
Foreign Subsidiary.

“Foreign Plan” shall mean any employee benefit plan maintained by any
Borrower or any of its Subsidiaries which is mandated or governed by any
Governmental Rule of any Governmental Authority other than the United States.

“Foreign Subsidiary” means any Subsidiary that is organized under the
laws of a jurisdiction other than the United States, a state thereof or the
District of Columbia.

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

“Fronting Exposure” means, at any time there is a Defaulting Lender
which is a Revolving Credit Lender, (a) with respect to the L/C Issuer, such
Defaulting Lender153s Applicable Percentage of the outstanding L/C Obligations
other than L/C Obligations as to which such Defaulting Lender153s participation
obligation has been reallocated to other Revolving Credit Lenders or Cash
Collateralized in accordance with the terms hereof, and (b) with respect to the
Swing Line Lender, such Defaulting Lender153s Applicable Percentage of Swing Line
Loans other than Swing Line Loans as to which such Defaulting Lender153s
participation obligation has been reallocated to other Revolving Credit Lenders
or Cash Collateralized in accordance with the terms hereof.

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

“GAAP” means generally accepted accounting principles in the United
States set forth in the opinions and pronouncements of the Accounting Principles
Board and the American Institute of Certified Public Accountants and statements
and pronouncements of FASB or such other principles as may be approved by a
significant segment of the accounting profession in the United States, that are
applicable to the circumstances as of the date of determination, consistently
applied.

“Governmental Authority” means the government of the United States or
any other nation, or of any political subdivision thereof, whether state or
local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government (including any supra-national bodies such as the European Union or
the European Central Bank).

“Governmental Charges” shall mean, with respect to any Person, all
levies, assessments, fees, claims or other charges imposed by any Governmental
Authority upon such Person or any of its property or otherwise payable by such
Person.

“Governmental Rule” means any law, rule, regulation, ordinance, order,
code interpretation, judgment, decree, directive, guidelines, policy or similar
form of decision of any Governmental Authority.

“Granting Lender” has the meaning specified in Section
10.06(h).

“Guaranties” means the Company Guaranty and the Subsidiary Guaranty.

“Guarantor Release Certificate” has the meaning specified in
Section 6.10(b).

“Guarantors” means, collectively, the Company and each Subsidiary
Guarantor.

“Guaranty Obligation” means, with respect to any Person, subject to
the last sentence of this definition, any direct or indirect liability of that
Person with respect to any indebtedness, lease, dividend, letter of credit or
other obligation (other than endorsements of instruments for collection or
deposits in the ordinary course of business) (the “primary obligations“)
of another Person (the “primary obligor“), including any obligation of
that Person, whether or not contingent, (a) to purchase, repurchase or otherwise
acquire such primary obligations or any property constituting direct or indirect
security therefor, (b) to advance or provide funds (i) for the payment or
discharge of any such primary obligation, or (ii) to maintain working capital or
equity capital of the primary obligor or otherwise to maintain the net worth or
solvency or any balance sheet item, level of income or financial condition of
the primary obligor, (c) to purchase property, securities or services primarily
for the purpose of assuring the owner of any such primary obligation of the
ability of the primary obligor to make payment of such primary obligation or (d)
otherwise to assure or hold harmless the holder of any such primary obligation
against loss in respect thereof. The amount of any Guaranty Obligation shall be
deemed equal to the stated or determinable amount of the primary obligation in
respect of which such Guaranty Obligation is made or, if not stated or if
indeterminable, the maximum reasonably anticipated liability in respect thereof
(subject to reduction as the underlying liability so guaranteed is reduced from
time to time); provided, however, that with respect to (1) any
Guaranty Obligation by FIL or any of its Subsidiaries in respect of a primary
obligation of FIL or any of its Subsidiaries and (2) any Guaranty Obligation of
FIL or any of its Subsidiaries in respect of the primary obligation of a lessor
in connection with a transaction relating to Synthetic Lease Obligations entered
into by FIL or any of its Subsidiaries, such Guaranty Obligation shall, in each
case, be deemed to be equal to the maximum reasonably anticipated liability in
respect thereof which shall be deemed to be limited to an amount that actually
becomes past due from time to time with respect to such primary obligation.

“Hazardous Materials” shall mean all pollutants, contaminants and
other materials, substances and wastes which are hazardous, toxic, caustic,
harmful or dangerous to human health or the environment, including petroleum and
petroleum products and byproducts, radioactive materials, asbestos and
polychlorinated biphenyls.

“Honor Date” has the meaning specified in Section 2.03(c).

“Increase Effective Date” has the meaning specified in Section
2.15(d).

“Identified Participating Lenders” has the meaning specified in
Section 2.05(a)(ii).

“Identified Qualifying Lenders” has the meaning specified in
Section 2.05(a)(ii).

“Incremental Term Borrowing” means a borrowing consisting of
simultaneous Incremental Term Loans of the same Type and, in the case of
Eurocurrency Rate Loans, having the same Interest Period made by each of the
applicable Lenders pursuant to Section 2.16 or 2.17.

“Incremental Term Facility” means the term loans collectively
comprising a term loan tranche established pursuant to Section 2.16 or
2.17.

“Incremental Term Loan” means a term loan made by a Lender pursuant to
Section 2.16 or 2.17.

“Indebtedness” of any Person shall mean, without duplication, the
following:

(a) All obligations of such Person evidenced by notes, bonds, debentures or
other similar instruments and all other obligations of such Person for borrowed
money (including obligations to repurchase receivables and other assets sold
with recourse); provided that, “Indebtedness” shall not at any
date of determination include obligations of such Person for the deferred
purchase price of property evidenced by notes, bonds, debentures or similar
instruments to the extent (i) such obligations have a regularly-scheduled
maturity date that is less than one year after such date, and (ii) solely for
purposes of Section 8.01(e), the non-payment of such obligations as of
such date is subject to a good faith dispute, including by virtue of a bona fide
right of setoff by such Person;

(b) All obligations of such Person for the deferred purchase price of
property or services (including obligations under letters of credit and other
credit facilities which secure or finance such purchase price), and the
capitalized amount reported for income tax purposes with respect to Synthetic
Lease Obligations; provided that, “Indebtedness” shall not at any
date of determination include obligations consisting of accounts payable for
property or services or the deferred purchase price of property to the extent
(i) such obligations have a regularly-scheduled maturity date or payment due
date that is less than one year after such date, and (ii) solely for purposes of
Section 8.01(e), the non-payment of such obligations as of such date is
subject to a good faith dispute, including by virtue of a bona fide right of
setoff by such Person;

(c) All obligations of such Person under conditional sale or other title
retention agreements with respect to property (other than inventory) acquired by
such Person (to the extent of the value of such property if the rights and
remedies of the seller or lender under such agreement in the event of default
are limited solely to repossession or sale of such property);

(d) All obligations of such Person as lessee under or with respect to Capital
Leases and Synthetic Lease Obligations;

(e) All Guaranty Obligations of such Person with respect to the Indebtedness
of any other Person, and all other Contingent Obligations (other than Guaranty
Obligations) of such Person;

(f) All obligations of such Person to purchase, redeem, retire, defease or
otherwise make any payment (other than payments made solely with other Equity
Securities) in respect of any Equity Securities in such Person or any other
Person, valued, in the case of a redeemable preferred interest, at the greater
of its voluntary or involuntary liquidation preference plus accrued and
unpaid dividends; and

(g) All obligations of other Persons of the types described in clauses (a)
– (f) above to the extent secured by (or for which any holder of such
obligations has an

existing right, contingent or otherwise, to be secured by) any Lien in any
property (including accounts and contract rights) of such Person, even though
such Person has not assumed or become liable for the payment of such
obligations, valued at the lesser of (1) the fair market value of the property
securing such obligations and (2) the stated principal amount of such
obligations.

The Indebtedness of any Person 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 liable therefor as a result of such Person153s 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.

“Indemnified Taxes” means Taxes other than Excluded Taxes.

“Indemnitee” has the meaning specified in Section 10.04(b).

“Ineligible Material Subsidiary” means, at any time of determination,
(a) any Material Subsidiary (i) that is then prohibited by any applicable
Governmental Rule from acting as a Subsidiary Guarantor under the Subsidiary
Guaranty, (ii) that then would incur or suffer, or would cause FIL or any
Domestic Subsidiary to incur or suffer, (x) significant tax or similar
liabilities or obligations or (y) an inclusion of income under Section
951(a)(1)(B) of the Code (or similar non-U.S. tax law) that is reasonably and
substantially likely to result in a significant adverse effect on the Company153s
consolidated financial accounts, as a result of acting as a Subsidiary Guarantor
under the Subsidiary Guaranty (other than in the case of a Person that,
immediately prior to becoming a Subsidiary of such a Domestic Subsidiary, was a
Subsidiary Guarantor) or (iii) that is a Foreign Subsidiary as to which the
representations and warranties set forth in Section 5.20 (other than
subsection (c) thereof), after the exercise of commercially reasonable efforts
by the Company and such Subsidiary, would not be true and correct were it to
execute the Subsidiary Guaranty, (b) the Subsidiaries of FIL listed on
Schedule 1.01(i), (c) any other Subsidiary of the Company which is a CFC
with respect to which the Company has elected, by written notice to the
Administrative Agent delivered within the time period specified by Section
6.10(a) for the delivery of a Subsidiary Guaranty by such Subsidiary, to
provide a Substitute Guaranty in place of the Subsidiary Guaranty which would
have otherwise been required to be delivered pursuant to Section 6.10 by
such Subsidiary and (d) a bankruptcy-remote special purpose vehicle that exists
solely to facilitate a securitization transaction permitted hereunder.

“Information” has the meaning specified in Section 10.07.

“Intercompany Receivables” means, in respect of FIL or any of its
consolidated Subsidiaries, at any time of determination, assets consisting of
receivables owing to such Person by FIL or any consolidated Subsidiary of FIL.

“Intercompany Revenues” means, in respect of any Subsidiary of FIL for
any period, revenues of such Subsidiary that would not, after taking into
account offsetting entries in the consolidation process, be recognized in
accordance with GAAP as revenues of FIL in the consolidated Financial Statements
of FIL and its Subsidiaries for such period.

“Interest Coverage Ratio” means, with respect to FIL and its
Subsidiaries for any period, the ratio, determined on a consolidated basis in
accordance with GAAP, of:

(a) EBITDA for such period

(b) aggregate Interest Expense of FIL and its Subsidiaries for such period.

“Interest Expense” shall mean, with respect to any Person for any
period, (a) the amount which would, in conformity with GAAP, be set forth
opposite the caption “interest expense” or any like caption on a consolidated
income statement of such Person and its Subsidiaries minus (b) the amount of
non-cash interest (including interest paid by the issuance of additional
securities) included in such amount; provided that for any period during which
there shall exist any securitization or similar program relating to the accounts
receivable of FIL or its Subsidiaries, “Interest Expense” shall be adjusted to
include (without duplication) an amount equal to the interest (or other fees in
the nature of interest or discount) accrued and paid or payable in cash for such
period by the applicable special purpose entity to the financiers of such
securitization or similar program.

“Interest Payment Date” means, (a) as to any Loan other than a Base
Rate Loan, the last day of each Interest Period applicable to such Loan and the
Maturity Date; provided, however, that if any Interest Period for
a Eurocurrency Rate Loan exceeds three months, the respective dates that fall
every three months after the beginning of such Interest Period shall also be
Interest Payment Dates; (b) as to any Base Rate Loan (including a Swing Line
Loan), the last Business Day of each March, June, September and December and the
Maturity Date; and (c) as to any Swing Line Loan that is not a Base Rate Loan,
the last Business Day of each March, June, September and December (or such other
dates as may be agreed by the Swing Line Lender and the Company in respect of
the applicable borrowing) and the Maturity Date.

“Interest Period” means, as to each Eurocurrency Rate Loan, the period
commencing on the date such Eurocurrency Rate Loan is disbursed or converted to
or continued as a Eurocurrency Rate Loan and ending on the date one, two, three
or six months thereafter, as selected by the Company in its Committed Loan
Notice; provided that:

(h) 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;

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

(j) no Interest Period shall extend beyond the Maturity Date.

“Investment” of any Person means any loan or advance of funds by such
Person to any other Person (other than advances to employees of such Person for
moving and travel expenses, drawing accounts, advances to employees of such
Person for indemnification, and similar expenditures in the ordinary course of
business), any purchase or other acquisition of any Equity Securities or
Indebtedness of any other Person, any capital contribution by such Person to or
any other investment by such Person in any other Person (including any Guaranty
Obligations of such Person and any indebtedness of such Person of the type
described in clause (f) of the definition of “Indebtedness” on behalf of
any other Person); provided, however, that Investments shall not
include (a) accounts receivable or other indebtedness owed by customers of such
Person which are current assets and arose from sales of goods or services in the
ordinary course of such Person153s business or (b) prepaid expenses of such Person
incurred and prepaid in the ordinary course of business.

“IRS” means the United States Internal Revenue Service.

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

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

“Judgment Currency” has the meaning specified in Section
10.19.

“L/C Advance” means, with respect to each Revolving Credit Lender,
such Lender153s funding of its participation in any L/C Borrowing in accordance
with its Applicable Percentage. All L/C Advances shall be denominated in
Dollars.

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

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

“L/C Issuer” means Bank of America, Union Bank, N.A. or any other
Lender which shall agree in writing with the Company to act as such, as selected
in connection with any Letter of Credit by a Borrower (or its predecessor in
interest), each in its capacity as issuer of Letters of Credit hereunder. For
purposes of any Loan Document, references to “the L/C Issuer” in connection with
or as applied to a particular Letter of Credit shall be deemed to refer to the
applicable L/C Issuer that issued or will issue such Letter of Credit;
references to “the L/C Issuer” in all other contexts shall, unless otherwise
clearly indicated, be deemed to refer to all L/C Issuers.

“L/C Obligations” means, as at any date of determination, the
aggregate amount available to be drawn under all outstanding Letters of Credit
plus the aggregate of all Unreimbursed

Amounts, including all L/C Borrowings. For purposes of computing the amount
available to be drawn under any Letter of Credit, the amount of such Letter of
Credit shall be determined in accordance with Section 1.09. For all
purposes of this Agreement, if on any date of determination a Letter of Credit
has expired by its terms but any amount may still be drawn thereunder by reason
of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed
to be “outstanding” in the amount so remaining available to be drawn.

“Lender” or “Lenders” each have the meaning specified in the
introductory paragraph hereto, including any Person making a Loan pursuant to
Section 2.15, 2.16 or 2.17, and, as the context requires,
includes the Swing Line Lender; provided, that for purposes of making
Loans to Designated Borrowers, any Lender may from time to time delegate in its
stead one or more of its Affiliates as such lenders, duly authorized to engage
in such lending activities in the jurisdiction of such Designated Borrower, in
which event the term “Lender” shall also include any such designated Affiliate
as in effect from time to time, provided further, that, for all
purposes of voting or consenting with respect to (a) any amendment,
supplementation or modification of any Loan Document, (b) any waiver of any
requirements of any Loan Document or any Default or Event of Default and its
consequences, or (c) any other matter as to which a Lender may vote or consent
pursuant to this Agreement, the Lender making such delegation shall be deemed
the “Lender” rather than such Affiliate, which shall not be entitled to vote or
consent.

“Lender Rate Contract” has the meaning specified in Section
8.04.

“Lending Office” means, as to any Lender, the office or offices of
such Lender described as such in such Lender153s Administrative Questionnaire, or
such other office or offices as a Lender may from time to time notify the
Company and the Administrative Agent.

“Letter of Credit” means any standby or commercial letter of credit
issued hereunder and shall include the Existing Letters of Credit. Letters of
Credit may be issued in Dollars or in an Alternative Currency.

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

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

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

“Letter of Credit Sublimit” means an amount equal to $150,000,000. The
Letter of Credit Sublimit is part of, and not in addition to, the Aggregate
Revolving Credit Commitment.

“Lien” means, with respect to any property or asset, (a) any mortgage,
deed of trust, lien, pledge, hypothecation, encumbrance, charge or security
interest in, on or of such property or asset or the income therefrom, including
any agreement to provide any of the foregoing, (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.

“Liquidity Amount” means, at any time, an amount equal to the sum of
(a) the amount of unencumbered (excluding set-off rights and other similar Liens
of depositary banks arising under applicable Governmental Rule) and unrestricted
cash and cash equivalents of the Company and its Subsidiaries at such time plus
(b) if at such time the Company is able to satisfy the conditions to borrowing
set forth in Sections 4.02(a) and 4.02(b), the unutilized (by
Revolving Credit Loans, Swing Line Loans or Letters of Credit) amount of the
Aggregate Revolving Credit Commitment at such time.

“Loan” means an extension of credit by a Lender to a Borrower under
Article II or pursuant to Section 2.15, 2.16 or 2.17
in the form of a Term Loan, a Revolving Credit Loan or a Swing Line Loan.

“Loan Documents” means this Agreement, each amendment hereto, each
Designated Borrower Request and Assumption Agreement, each Note, each Issuer
Document, any agreement creating or perfecting rights in Cash Collateral
pursuant to the provisions of Section 2.18 of this Agreement, the Fee
Letters, and the Guaranties.

“Loan Parties” means, collectively, the Company, each Subsidiary
Guarantor and each Designated Borrower.

“Mandatory Cost” means, with respect to any period, the percentage
rate per annum determined in accordance with Schedule 1.01(m).

“Margin Stock” has the meaning given to that term in Regulation U
issued by the FRB.

“Material Adverse Effect” means a material adverse effect on (a) the
business, assets, operations or financial condition of FIL and FIL153s
Subsidiaries, taken as a whole (excluding, solely for purposes of the closing
certificate delivered by FIL pursuant to Section 4.01(a)(ix), any such
changes resulting solely from macroeconomic or financial market or electronics
manufacturing industry events or circumstances that have not affected and are
not expected to affect the operations, business, assets or financial condition
of FIL and its Subsidiaries taken as a whole to an extent that is or would be
disproportionate to that of other members of its industry), (b) the ability of
any Borrower to pay or perform its Obligations in accordance with the terms of
this Agreement and the other Loan Documents, (c) the ability of the Subsidiary
Guarantors (taken as a whole) to pay or perform the Obligations in accordance
with the terms of this Agreement and the other Loan Documents (other than the
Flextronics (Netherlands) Guaranty) or (d) the rights and remedies of the
Administrative Agent or any Lender under this Agreement, the other Loan
Documents (other than the Flextronics (Netherlands) Guaranty) or any related
document, instrument or agreement.

“Material Subsidiary” means, at any time of determination, (a) any
Subsidiary of FIL that (i) had Adjusted Revenues during the immediately
preceding fiscal year equal to or greater than 5% of the consolidated total
revenues of FIL and its Subsidiaries during such preceding year or (ii) held
assets, excluding Intercompany Receivables and Investments in FIL or any other
FIL Subsidiary, on the last day of the immediately preceding fiscal year equal
to or greater than 10% of the consolidated total assets of FIL and its
Subsidiaries on such date, in each case as set forth or reflected in the audited
Financial Statements dated March 31, 2011 or the then most-recently

available audited Financial Statements provided pursuant to Section
6.01 hereof; and (b) following any Material Subsidiary Recalculation Event,
any Subsidiary of FIL that, on a pro forma basis (after giving effect to such
Material Subsidiary Recalculation Event and all other Material Subsidiary
Recalculation Events occurring on or prior to the date thereof), (1) had
Adjusted Revenues during the twelve-month period ended as of the last day of the
immediately preceding fiscal quarter for which Financial Statements are
available, greater than 5% of the consolidated total revenues of FIL and its
Subsidiaries during such twelve-month period or (2) holds assets, excluding
Intercompany Receivables and Investments in FIL or any other FIL Subsidiary,
equal to or greater than 10% of the consolidated total assets of FIL and its
Subsidiaries (including the assets of such Subsidiary and any other Subsidiaries
acquired) (other than Flextronics (Netherlands)) as of the last day of the
immediately preceding fiscal quarter for which Financial Statements are
available (such tests in this clause (b), together, the “Pro Forma MS
Test“). For purposes of the Pro Forma MS Test in clause (b)(1), a Material
Subsidiary Recalculation Event shall be deemed to have occurred as of the first
day of the applicable twelve month period. Notwithstanding the foregoing, for
purposes of this definition, (i) the Adjusted Revenues and assets of Flextronics
(Netherlands) shall be excluded from the calculation of the consolidated total
revenues of FIL and its Subsidiaries and the consolidated total assets of FIL
and its Subsidiaries, respectively, and (ii) each of Flextronics (Hungary) and
Flextronics Sales (Mauritius) shall at all times be deemed to be a Material
Subsidiary notwithstanding the fact that the amount of its Adjusted Revenues or
assets is less than the thresholds set forth above.

“Material Subsidiary Recalculation Event” means any of the following:
(a) the consummation of any acquisition by FIL or any of its Subsidiaries of any
Person that becomes a Subsidiary (or part of a Subsidiary) as a result thereof
(or the acquisition of all or substantially all of the assets of any Person or
of any line of business of any Person) that would result in an additional
Material Subsidiary, based on the Pro Forma MS Test, as applied as of such date;
(b) any Subsidiary Guarantor ceasing to be a Subsidiary pursuant to a
transaction otherwise permitted hereunder; (c) the occurrence of any event or
circumstance resulting in the release of any Subsidiary Guarantor pursuant to
the terms of the Subsidiary Guaranty; (d) any Person becoming an Ineligible
Material Subsidiary solely by virtue of clause (b) of the definition of
“Ineligible Material Subsidiary,” and (e) any sale or disposition (including by
merger) of any material portion of the Equity Securities of any Subsidiary of
FIL, or the sale or transfer of all or substantially all of the assets of any
Subsidiary of FIL, if such transaction would result in any additional Material
Subsidiaries, based on the Pro Forma MS Test as applied as of such date.

“Maturity Date” means (a) with respect to the Revolving Credit
Facility and the Term A Facility, October 18, 2016 and (b) with respect to any
Incremental Term Facility, the agreed maturity date applicable thereto;
provided, however, that if any such date is not a Business Day,
the Maturity Date shall be the next preceding Business Day.

“Maximum Increase Amount” means, at any time, an amount equal to
$500,000,000 minus the sum of (a) the aggregate amount of increases in the
Aggregate Revolving Credit Commitment which have theretofore occurred or are
pending pursuant to Section 2.15 plus (b) the aggregate principal amount
of Incremental Term Loans which have occurred or are pending pursuant to
Section 2.16 or 2.17.

“Maximum Rate” has the meaning specified in Section 10.09.

“MLPFS” means Merrill Lynch, Pierce, Fenner & Smith Incorporated.

“Moody153s” means Moody153s Investors Service, Inc. and any successor
thereto.

“Multiemployer Plan” means any multiemployer plan within the meaning
of section 3(37) of ERISA maintained or contributed to by any Borrower, any
Material Subsidiary or any ERISA Affiliate.

“Net Proceeds” means, with respect to any issuance and sale of
securities by any Person (a) the aggregate cash proceeds received by such Person
from such sale less (b) the sum of (i) the actual amount of the reasonable fees
and commissions payable to Persons other than such Person making the sale or any
Affiliate of such Person and (ii) the reasonable legal expenses and other costs
and expenses directly related to such sale that are to be paid by such Person.

“New Term Loans” has the meaning specified in Section 2.17(a).

“New Term Loans Funding Date” has the meaning specified in Section
2.17(c).

“Non-Core Assets” means those assets and businesses (including the
Equity Securities of any Subsidiary engaged exclusively in such businesses)
designated in good faith by the board of directors of FIL or the applicable
Subsidiary proposing to sell such assets from time to time as “Non-Core Assets”
and set forth in a certificate or certificates of a Responsible Officer
delivered by FIL or such Subsidiary to the Administrative Agent to the effect
that FIL153s or such Subsidiary153s board of directors has duly designated such
assets and businesses as “Non-Core Assets” in good faith.

“Non-Extension Notice Date” has the meaning specified in Section
2.03(b).

“Non-Reinstatement Deadline” has the meaning specified in Section
2.03(b).

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

“Obligations” means all advances to, and debts, liabilities,
obligations, covenants and duties of, any Loan Party arising under any Loan
Document or otherwise with respect to any Loan or Letter of Credit, whether
direct or indirect (including those acquired by assumption), absolute or
contingent, due or to become due, now existing or hereafter arising and
including interest and fees that accrue after the commencement by or against any
Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief
Laws naming such Person as the debtor in such proceeding, regardless of whether
such interest and fees are allowed claims in such proceeding.

“Offered Amount” has the meaning specified in Section
2.05(a)(ii).

“Offered Discount” has the meaning specified in Section
2.05(a)(ii).

“Other Connection Taxes” means, with respect to any Recipient, Taxes
imposed as a result of a present or former connection between such Recipient and
the jurisdiction imposing such Tax (other than connections arising from such
Recipient having executed, delivered,

become a party to, performed its obligations under, received payments under,
received or perfected a security interest under, engaged in any other
transaction pursuant to or enforced any Loan Document, or sold or assigned an
interest in any Loan or Loan Document).

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

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

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

“Participant” has the meaning specified in Section 10.06(d).

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

“Participating Lender” has the meaning specified in Section
2.05(a)(ii).

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

“PBGC” means the Pension Benefit Guaranty Corporation.

“Permitted Indebtedness” has the meaning specified in Section
7.01.

“Permitted Liens” has the meaning specified in Section 7.02.

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

“Platform” has the meaning specified in Section 6.01.

“Pro Forma Calculation Subsidiary” means any Subsidiary as to which
the Company has properly elected to present its EBITDA on a pro forma basis, as
set forth in the last paragraph of the definition “EBITDA.”

“Pro Forma MS Test” has the meaning specified in the definition
“Material Subsidiary.”

“Public Lender” has the meaning specified in Section 6.01.

“Qualifying Lender” has the meaning specified in Section
2.05(a)(ii).

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

“Receivables Assets” means accounts receivable, indebtedness and other
obligations owed to or owned by the Borrowers or any Subsidiary (whether now
existing or arising or acquired in the future) arising in the ordinary course of
business from the sale of goods or services (including any indebtedness or
obligation constituting an account, chattel paper, instrument or general
intangible), together with all related security, collateral, collections,
contracts, contract rights, guarantees or other obligations in respect thereof,
all proceeds and supporting obligations and all other related assets which are
of the type customarily transferred in connection with a sale, factoring,
financing or securitization transaction involving accounts receivable.

“Recipient” means (a) the Administrative Agent, (b) any Lender, (c)
any L/C Issuer and (d) any other recipient of any payment to be made by or on
behalf of any Loan Party.

“Register” has the meaning specified in Section 10.06(c).

“Related Parties” means, with respect to any Person, such Person153s
Affiliates and the partners, directors, officers, employees, agents and advisors
of such Person and of such Person153s Affiliates.

“Reportable Event” means a reportable event within the meaning of
Section 4043 of ERISA and applicable regulations thereunder, but shall not
include a reportable event for which the notice requirement has been waived.

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

“Required Lenders” means, as of any date of determination, Lenders
having more than 50% of the sum of (a) the Aggregate Revolving Credit Commitment
plus (b) the aggregate outstanding principal amount of the Term Loans; provided,
however, that if the commitment of the Revolving Credit Lenders to make
Revolving Credit Loans and the obligation of the L/C Issuer to make L/C Credit
Extensions have expired or been terminated, “Required Lenders” means
Lenders holding in the aggregate more than 50% of the Total Outstandings (with
the aggregate amount of each Revolving Credit Lender153s risk participation and
funded participation in L/C Obligations and Swing Line Loans being deemed “held”
by such Revolving Credit Lender for purposes of this definition);
provided that the unused Revolving Credit Commitment of, and the portion
of the Total Outstandings held or deemed held by, any Defaulting Lender shall be
excluded for purposes of making a determination of Required Lenders.

“Required Revolving Lenders” means, as of any date of determination,
Revolving Credit Lenders holding more than 50% of the sum of the (a) Total
Revolving Credit Outstandings (with the aggregate amount of each Revolving
Credit Lender153s risk participation and funded participation in L/C Obligations
and Swing Line Loans being deemed “held” by such Revolving Credit Lender for
purposes of this definition) and (b) aggregate unused Revolving Credit
Commitments; provided that the unused Revolving Credit Commitment of, and
the portion of the Total Revolving Credit Outstandings held or deemed held by,
any Defaulting Lender shall be excluded for purposes of making a determination
of Required Revolving Lenders.

“Required Term A Lenders” means, as of any date of determination, Term
A Lenders holding more than 50% of the Term A Facility or the commitments
thereunder on such date.

“Requirements of Law” applicable to any Person means (a) the articles
or certificate of incorporation and by-laws, partnership agreement or other
organizational or governing documents of such Person, (b) any Governmental Rule
applicable to such Person, (c) any license, permit, approval or other
authorization granted by any Governmental Authority to or for the benefit of
such Person or (d) any judgment, decision or determination of any Governmental
Authority or arbitrator, 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.

“Responsible Officer” means, with respect to any Loan Party, such Loan
Party153s chief executive officer, chief financial officer, treasurer, vice
president : finance, controller, assistant controller, assistant treasurer,
director of treasury operations, corporate secretary, assistant secretary,
director or any other officer or authorized representative of such Loan Party
designated from time to time by its board of directors or equivalent governing
body to execute and deliver any document, instrument or agreement hereunder.

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

increased amount), (iii) each date of any payment by the L/C Issuer under any
Letter of Credit denominated in an Alternative Currency, and (iv) such
additional dates as the Administrative Agent or the L/C Issuer shall in good
faith determine or the Required Lenders shall in good faith require.

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

“Revolving Credit Commitment” means, as to each Revolving Credit
Lender, its obligation to (a) make Revolving Credit Loans to the Borrowers
pursuant to Section 2.01(b), (b) purchase participations in L/C
Obligations, and (c) purchase participations in Swing Line Loans, in an
aggregate principal amount at any one time outstanding not to exceed the Dollar
Equivalent of the amount set forth opposite such Lender153s name on Schedule
2.01 under the caption “Revolving Credit Commitment” or opposite such
caption in the Assignment and Assumption pursuant to which such Lender becomes a
party hereto, as applicable, as such amount may be adjusted from time to time in
accordance with this Agreement.

“Revolving Credit Facility” means, at any time, the aggregate amount
of the Revolving Credit Lenders153 Revolving Credit Commitments at such time.

“Revolving Credit Lender” means, at any time, any Lender that has a
Revolving Credit Commitment at such time or that, after the Aggregate Revolving
Credit Commitment has expired or been terminated, holds a Revolving Credit Loan
or a participation in a Letter of Credit or Swing Line Loan.

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

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

“S&P” means Standard & Poor153s Ratings Services, a division of
The McGraw-Hill Companies, Inc. and any successor thereto.

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

“SEC” means the U.S. Securities and Exchange Commission, or any
Governmental Authority succeeding to any of its principal functions.

“Securitization Attributable Indebtedness” means the amount of
obligations outstanding under the legal documents entered into as part of any
accounts receivable securitization or similar transaction relating to accounts
receivable originated by FIL or its Subsidiaries on any

date of determination that corresponds to the outstanding net investment
(including loans) of, or cash purchase price paid by, the unaffiliated third
party purchasers or financial institutions participating in such transaction
and, as such, would be characterized as principal if such securitization were
structured as a secured lending transaction rather than as a purchase (or, to
the extent structured as a secured lending transaction, is principal). For the
avoidance of doubt, “Securitization Attributable Indebtedness” shall not include
(a) obligations that correspond to a deferred purchase price or other
consideration owing to FIL or any of its Subsidiaries funded on a deferred basis
from the proceeds of the collections on such receivables, a subordinated
interest held by FIL or any of its Subsidiaries or the reserve or
over-collateralization established or maintained for the benefit of the
unaffiliated third party purchasers or financial institutions participating in
such transaction, and (b) obligations arising under uncommitted factoring
arrangements and similar uncommitted sale transactions.

“Significant Subsidiary” shall mean, at any time of determination, (a)
any Subsidiary of FIL that (i) had Adjusted Revenues during the immediately
preceding fiscal year equal to or greater than $100,000,000 or (ii) had net
worth on the last day of the immediately preceding fiscal year equal to or
greater than $100,000,000; and (b) in respect of any Subsidiary formed or
acquired during the term of this Agreement, that (i) had Adjusted Revenues
during the twelve-month period ended as of the last day of the immediately
preceding fiscal quarter for which Financial Statements are available greater
than $100,000,000 or (ii) has a net worth (determined on a pro forma basis as of
the last day of the immediately preceding fiscal quarter for which Financial
Statements are available) equal to or greater than $100,000,000.

“Solicited Discounted Prepayment Amount” has the meaning specified in
Section 2.05(a)(ii).

“Solicited Discounted Prepayment Offer” means the irrevocable written
offer by each Lender submitted following the Administrative Agent153s receipt of a
Solicited Discounted Prepayment Notice.

“Solicited Discounted Prepayment Notice” means a written notice of the
Borrower of Solicited Discounted Prepayment Offers made pursuant to Section
2.05(a)(ii) in form reasonably satisfactory to the Auction Agent.

“Solicited Discounted Prepayment Response Date” has the meaning
specified in Section 2.05(a)(ii).

“Solicited Discount Proration” has the meaning specified in
Section 2.05(a)(ii).

“Solvent” means, with respect to any Person on any date, that on such
date (a) the fair value of the property of such Person is greater than the fair
value of the liabilities (including contingent, subordinated, matured and
unliquidated liabilities) of such Person, (b) such Person does not intend to,
and does not believe that it will, incur debts or liabilities beyond such
Person153s ability to pay as such debts and liabilities mature and (c) such Person
is not engaged in or about to engage in business or transactions for which such
Person153s property would constitute an unreasonably small capital.

“SPC” has the meaning specified in Section 10.06(h).

“Special Notice Currency” means at any time an Alternative Currency,
other than the currency of a country that is a member of the Organization for
Economic Cooperation and Development at such time located in North America or
Europe.

“Spot Rate” for a currency means the rate determined by the
Administrative Agent or the L/C Issuer, as applicable, to be the rate quoted by
the Person acting in such capacity as the spot rate for the purchase by such
Person of such currency with another currency through its principal foreign
exchange trading office at approximately 8:00 a.m. on the date two Business Days
prior to the date as of which the foreign exchange computation is made;
provided that the Administrative Agent or the L/C Issuer may obtain such
spot rate from another financial institution designated by the Administrative
Agent or the L/C Issuer if the Person acting in such capacity does not have as
of the date of determination a spot buying rate for any such currency; and
provided further that the L/C Issuer may use such spot rate quoted
on the date as of which the foreign exchange computation is made in the case of
any Letter of Credit denominated in an Alternative Currency.

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

“Submitted Amount” has the meaning specified in Section
2.05(a)(ii).

“Submitted Discount” has the meaning specified in Section
2.05(a)(ii).

“Subsidiary” of any Person means (a) any corporation of which more
than 50% of the issued and outstanding Equity Securities having ordinary voting
power to elect a majority of the board of directors of such corporation
(irrespective of whether at the time capital stock of any other class or classes
of such corporation shall or might have voting power upon the occurrence of any
contingency) is at the time directly or indirectly owned or controlled by such
Person, by such Person and one or more of its other Subsidiaries or by one or
more of such Person153s other Subsidiaries, (b) any partnership, joint venture,
limited liability company or other association of which more than 50% of the
equity interest having the power to vote, direct or control the management of
such partnership, joint venture or other association is at the time owned and
controlled by such Person, by such Person and one or more of the other
Subsidiaries or by one or more of such Person153s other Subsidiaries, or (c) any
other Person included in the Financial Statements of such Person on a
consolidated basis. All references in this Agreement and the other Loan
Documents to Subsidiaries of FIL shall, unless otherwise indicated, include any
of the other Borrowers and their Subsidiaries.

“Subsidiary Guarantors” means, collectively, each Subsidiary of FIL
which on the Closing Date or thereafter (pursuant to Section 6.10(a))
executes the Subsidiary Guaranty. The Subsidiary Guarantors as of the Closing
Date (subject to Section 10.22) are identified on Schedule 1.01(ii).

“Subsidiary Guaranty” means the Subsidiary Guaranty (including
counterparts thereof and joinders thereto) made by the Subsidiary Guarantors in
favor of the Administrative Agent and the Lenders, substantially in the form of
Exhibit G.

“Substitute Guaranty” means a counterpart of or joinder to the
Subsidiary Guaranty (or such other document as the Administrative Agent shall
deem appropriate) executed by a Substitute Guarantor pursuant to the second
sentence of Section 6.10(a).

“Substitute Guarantors” means Significant Subsidiaries of the Company
which (a) are not then Subsidiary Guarantors and (b) in the aggregate, have
Adjusted Revenues or hold assets (excluding Intercompany Receivables and
Investments in FIL or any other FIL Subsidiary) that are at least equal to the
Adjusted Revenues or assets (as applicable) of a CFC referred to in clause (c)
of the definition of “Ineligible Material Subsidiary” with respect to which the
Company has elected not to provide a Subsidiary Guaranty.

“Surety Instruments” means all letters of credit (including standby
and commercial), banker153s acceptances, bank guaranties, shipside bonds, surety
bonds and similar instruments.

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

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

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

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

“Swing Line Sublimit” means an amount equal to the lesser of (a)
$300,000,000 and (b) the Aggregate Revolving Credit Commitment. The Swing Line
Sublimit is part of, and not in addition to, the Aggregate Revolving Credit
Commitment.

“Synthetic Lease Obligation” means the monetary obligation of a Person
as a lessee under (a) a so-called synthetic or tax retention lease, where such
transaction is considered borrowed money indebtedness for tax purposes or
bankruptcy purposes but is classified as an operating lease in accordance with
GAAP or (b) a lease, funding agreement or other arrangement for the use or
possession of real or personal property pursuant to which the lessor is treated
as the owner of such property for accounting purposes and the lessee is treated
as the owner of such property for federal income tax purposes and which creates
obligations that do not appear as borrowed money indebtedness on the balance
sheet of such Person but which, upon the insolvency or bankruptcy of such
Person, would be characterized as the borrowed money indebtedness of such Person
(without regard to accounting treatment).

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

“Taxes” means all present or future taxes, levies, imposts, duties,
deductions, withholdings (including back-up withholding), assessments, fees or
other similar charges

imposed by any Governmental Authority, including any interest, additions to
tax or penalties applicable thereto.

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

“Term A Commitment” means, as to each Term A Lender, its obligation to
make Term A Loans to the Borrower pursuant to Section 2.01(a) in an
aggregate principal amount at any one time outstanding not to exceed the amount
set forth opposite such Term A Lender153s name on Schedule 2.01 under the
caption “Term A Commitment” or opposite such caption in the Assignment and
Assumption pursuant to which such Term A Lender becomes a party hereto, as
applicable, as such amount may be adjusted from time to time in accordance with
this Agreement.

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

“Term A Lender” means (a) at any time on or prior to the Closing Date,
any Lender that has a Term A Commitment at such time and (b) at any time after
the Closing Date, any Lender that holds Term A Loans at such time.

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

“Term Borrowing” means either a Term A Borrowing or an Incremental
Term Borrowing.

“Term Facilities” means, at any time, the Term A Facility and each
Incremental Term Facility.

“Term Increase Effective Date” has the meaning specified in
Section 2.16(d).

“Term Lender” means, at any time, a Term A Lender or an Incremental
Term Lender.

“Term Loan” means a Term A Loan and any Incremental Term Loan.

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

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

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

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

“United States” and “U.S.” mean the United States of America.

“U.S. Borrower” means any Borrower that is a U.S. Person.

“U.S. Person” means any Person that is a “United States Person” as
defined in Section 7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” has the meaning assigned to such
term in Section 3.01(g).

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

“Wholly-Owned Subsidiary” means any Subsidiary of which more than 90%
of the issued and outstanding Equity Securities are owned, directly or
indirectly, by FIL.

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

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

(a) The definitions of terms herein shall apply equally to the singular and
plural forms of the terms defined. Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms. The words
“include,” “includes” and “including” shall be deemed to be
followed by the phrase “without limitation.” The word “will” shall be
construed to have the same meaning and effect as the word “shall.” Unless
the context requires otherwise, (i) any definition of or reference to any
agreement, instrument or other document shall be construed as referring to such
agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein or in any other Loan
Document), (ii) any reference herein to any Person shall be construed to include
such Person153s successors and assigns, (iii) the words “herein,”
“hereof” and “hereunder,” and words of similar import when used in
any Loan Document, shall be construed to refer to such Loan Document in its
entirety and not to any particular provision thereof, (iv) all references in a
Loan Document to Articles, Sections, Exhibits and Schedules shall be construed
to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan
Document in which such references appear, (v) any reference to any law shall
include all statutory and regulatory provisions consolidating, amending,
replacing or interpreting such law and any reference to any law or regulation
shall, unless otherwise specified, refer to such law or regulation as amended,
modified or supplemented from time to time, and (vi) the words “asset”
and “property” shall be construed to have the same meaning and effect and
to refer to any and all tangible and intangible assets and properties, including
cash, securities, accounts and contract rights.

(b) In the computation of periods of time from a specified date to a later
specified date, the word “from” means “from and including“; the
words “to” and “until” each mean “to but excluding“; and
the word “through” means “to and including.”

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

1.03 Accounting Terms.

(a) Generally. All accounting terms not specifically or completely
defined herein shall be construed in conformity with, and all financial data
(including financial ratios and other financial calculations) required to be
submitted pursuant to this Agreement shall be prepared in conformity with, GAAP
applied on a consistent basis, as in effect from time to time, applied in a
manner consistent with that used in preparing the audited Financial Statements
dated as of March 31, 2011, except as otherwise specifically prescribed
herein. Notwithstanding the foregoing, for purposes of determining compliance
with any covenant (including the computation of any financial covenant)
contained herein, Indebtedness of the Borrower and its Subsidiaries shall be
deemed to be carried at 100% of the outstanding principal amount thereof, and
the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall
be disregarded.

(b) Changes in GAAP. If at any time any change in GAAP would affect
the computation of any financial ratio, requirement or other covenant set forth
in any Loan Document, and either the Company or the Required Lenders shall so
request, the Administrative Agent, the Lenders and the Company shall negotiate
in good faith to amend such ratio, requirement or covenant to preserve the
original intent thereof in light of such change in GAAP (subject to the approval
of the Required Lenders); provided that, until so amended, (i)
such ratio, requirement or covenant shall continue to be computed in accordance
with GAAP prior to such change therein and (ii) the Company shall provide to the
Administrative Agent and the Lenders financial statements and other documents as
reasonably requested hereunder setting forth a reconciliation between
calculations of such ratio, requirement or covenant made before and after giving
effect to such change in GAAP; provided, further, that for
purposes of calculating the ratios, requirements or covenants under this
Agreement or any other Loan Document, any obligations of a Person under a lease
(whether existing on the Closing Date or entered into thereafter) that is not
(or would not be) required to be classified and accounted for as a Capital Lease
on a balance sheet of such Person prepared in accordance with GAAP as in effect
on the Closing Date shall not be treated as a Capital Lease or Indebtedness
pursuant to this Agreement or the other Loan Documents solely as a result of (x)
the adoption of changes in GAAP after the Closing Date (including, for the
avoidance of doubt, any changes in GAAP as set forth in the FASB exposure draft
issued on August 17, 2010 (as the same may be amended or supplemented from time
to time)), or (y) changes in the application of GAAP after the Closing Date
(including the avoidance of doubt, any changes as set forth in the FASB exposure
draft issued on August 17, 2010 (as the same may be amended or supplemented from
time to time)).

(c) Consolidation of Variable Interest Entities. All references herein
to consolidated financial statements of the Company and its Subsidiaries or to
the determination of any amount for the Company and its Subsidiaries on a
consolidated basis or any similar reference shall, in each case, be deemed to
include each variable interest entity that the Company is required to
consolidate pursuant to FASB Interpretation No. 46 : Consolidation of Variable

Interest Entities: an interpretation of ARB No. 51 (January 2003) as if such
variable interest entity were a Subsidiary as defined herein.

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

1.05 Exchange Rates; Currency Equivalents.

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

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

1.06 Additional Alternative Currencies.

(a) The Company may from time to time request that Eurocurrency Rate Loans be
made and/or Letters of Credit be issued in a currency other than those
specifically listed in the definition of “Alternative Currency”; provided
that such requested currency is a lawful currency (other than Dollars) that is
readily available and freely transferable and convertible into Dollars. In the
case of any such request with respect to the making of Eurocurrency Rate Loans,
such request shall be subject to the approval of the Administrative Agent and
the Revolving Credit Lenders; and in the case of any such request with respect
to the issuance of Letters of Credit, such request shall be subject to the
approval of the Administrative Agent and the L/C Issuer.

(b) Any such request shall be made to the Administrative Agent not later than
8:00 a.m., 15 days prior to the date of the desired Credit Extension (or such
other time or date as may be agreed by the Administrative Agent and, in the case
of any such request pertaining to Letters of Credit, the L/C Issuer, in its or
their sole discretion). In the case of any such request

pertaining to Eurocurrency Rate Loans, the Administrative Agent shall
promptly notify each Revolving Credit Lender thereof; and in the case of any
such request pertaining to Letters of Credit, the Administrative Agent shall
promptly notify the L/C Issuer thereof. Each Revolving Credit Lender (in the
case of any such request pertaining to Eurocurrency Rate Loans) or the L/C
Issuer (in the case of a request pertaining to Letters of Credit) shall notify
the Administrative Agent, not later than 8:00 a.m., 10 days after receipt of
such request whether it consents, in its sole discretion, to the making of
Eurocurrency Rate Loans or the issuance of Letters of Credit, as the case may
be, in such requested currency.

(c) Any failure by a Revolving Credit Lender or the L/C Issuer, as the case
may be, to respond to such request within the time period specified in the
preceding sentence shall be deemed to be a refusal by such Revolving Credit
Lender or the L/C Issuer, as the case may be, to permit Eurocurrency Rate Loans
to be made or Letters of Credit to be issued in such requested currency. If the
Administrative Agent and all the Revolving Credit Lenders consent to making
Eurocurrency Rate Loans in such requested currency, the Administrative Agent
shall so notify the Company and such currency shall thereupon be deemed for all
purposes to be an Alternative Currency hereunder for purposes of any Revolving
Credit Borrowings of Eurocurrency Rate Loans; and if the Administrative Agent
and the L/C Issuer consent to the issuance of Letters of Credit in such
requested currency, the Administrative Agent shall so notify the Company and
such currency shall thereupon be deemed for all purposes to be an Alternative
Currency hereunder for purposes of any Letter of Credit issuances. If the
Administrative Agent shall fail to obtain consent to any request for an
additional currency under this Section 1.06, the Administrative Agent
shall promptly so notify the Company. Any specified currency of an Existing
Letter of Credit that is neither Dollars nor one of the Alternative Currencies
specifically listed in the definition of “Alternative Currency” shall be deemed
an Alternative Currency with respect to such Existing Letter of Credit only.

1.07 Change of Currency.

(a) Each obligation of the Borrowers to make a payment denominated in the
national currency unit of any member state of the European Union that adopts the
Euro as its lawful currency after the date hereof shall be redenominated into
Euro at the time of such adoption (in accordance with the EMU Legislation). If,
in relation to the currency of any such member state, the basis of accrual of
interest expressed in this Agreement in respect of that currency shall be
inconsistent with any convention or practice in the London interbank market for
the basis of accrual of interest in respect of the Euro, such expressed basis
shall be replaced by such convention or practice with effect from the date on
which such member state adopts the Euro as its lawful currency; provided
that if any Committed Borrowing in the currency of such member state is
outstanding immediately prior to such date, such replacement shall take effect,
with respect to such Committed Borrowing, at the end of the then current
Interest Period.

(b) Each provision of this Agreement shall be subject to such reasonable
changes of construction as the Administrative Agent may from time to time
specify to be appropriate to reflect the adoption of the Euro by any member
state of the European Union and any relevant market conventions or practices
relating to the Euro.

(c) Each provision of this Agreement also shall be subject to such reasonable
changes of construction as the Administrative Agent may from time to time
specify to be appropriate to reflect a change in currency of any other country
and any relevant market conventions or practices relating to the change in
currency.

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

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

ARTICLE II.
THE COMMITMENTS AND CREDIT EXTENSIONS

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

(b) The Revolving Credit Borrowings. Subject to the terms and
conditions set forth herein, each Revolving Credit Lender severally agrees to
make loans (each such loan, a “Revolving Credit Loan“) to the Borrowers
in Dollars or in one or more Alternative Currencies from time to time, on any
Business Day during the Availability Period, in an aggregate amount not to
exceed at any time outstanding the amount of such Lender153s Revolving Credit
Commitment; provided, however, that after giving effect to any
Revolving Credit Borrowing, (i) the Total Revolving Credit Outstandings shall
not exceed the Aggregate Revolving Credit Commitment, (ii) the aggregate
Outstanding Amount of the Revolving Credit Loans of any Lender, plus
such Revolving Credit Lender153s Applicable Percentage of the Outstanding Amount
of all L/C Obligations, plus such Revolving Credit Lender153s Applicable
Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed
such Revolving Credit Lender153s Revolving Credit Commitment, (iii) the aggregate
Outstanding Amount of all Revolving Credit Loans made to the Designated
Borrowers shall not exceed the Designated Borrower Sublimit, and (iv) the
aggregate Outstanding Amount of all Revolving Credit Loans and Letters of Credit
denominated in Alternative Currencies shall not exceed the Alternative Currency
Sublimit. Within the limits of each Revolving Credit Lender153s Revolving Credit
Commitment, and subject to the other terms and conditions hereof, the Borrowers
may borrow under this Section 2.01,

prepay under Section 2.05, and reborrow under this Section
2.01. Revolving Credit Loans may be Base Rate Loans or Eurocurrency Rate
Loans, as further provided herein.

2.02 Borrowings, Conversions and Continuations of
Loans.

(a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of
Term Loans or Revolving Credit Loans from one Type to the other, and each
continuation of Eurocurrency Rate Loans shall be made upon the Company153s
irrevocable notice to the Administrative Agent, which may be given by telephone.
Each such notice must be received by the Administrative Agent not later than (i)
10:00 a.m. (x) three Business Days prior to the requested date of any Borrowing
of, conversion to or continuation of Eurocurrency Rate Loans denominated in
Dollars or of any conversion of Eurocurrency Rate Loans denominated in Dollars
to Base Rate Committed Loans, or (y) four Business Days (or five Business Days
in the case of a Special Notice Currency) prior to the requested date of any
Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative
Currencies, and (ii) 3:00 p.m. on the Business Day prior to the date of any
Borrowing of Base Rate Loans which are Revolving Credit Loans. Each telephonic
notice by the Company pursuant to this Section 2.02(a) must be confirmed
promptly by delivery to the Administrative Agent of a written Committed Loan
Notice, appropriately completed and signed by a Responsible Officer of the
Company. Each Borrowing of, conversion to or continuation of Eurocurrency Rate
Loans shall be in a principal amount of $5,000,000 or a whole multiple of
$1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and
2.04(c), each Committed Borrowing of or conversion to Base Rate Committed
Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000
in excess thereof. Each Committed Loan Notice (whether telephonic or written)
shall specify (A) whether the Company is requesting a Committed Borrowing, a
conversion of Committed Loans from one Type to the other, or a continuation of
Eurocurrency Rate Loans, (B) the requested date of the Borrowing, conversion or
continuation, as the case may be (which shall be a Business Day), (C) the
principal amount of Committed Loans to be borrowed, converted or continued, (D)
the Type of Committed Loans to be borrowed or to which existing Committed Loans
are to be converted, (E) if applicable, the duration of the Interest Period with
respect thereto, (F) the currency of the Committed Loans to be borrowed, and (G)
if applicable, the Designated Borrower. If the Company fails to specify a
currency in a Committed Loan Notice requesting a Borrowing, then the Committed
Loans so requested shall be made in Dollars. If the Company fails to specify a
Type of Committed Loan in a Committed Loan Notice or if the Company fails to
give a timely notice requesting a conversion or continuation, then the
applicable Term Loans or Revolving Credit Loans shall be made as, or converted
to, Base Rate Loans; provided, however, that in the case of a
failure to timely request a continuation of Committed Loans denominated in an
Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loans
in their original currency with an Interest Period of one month. Any automatic
conversion to Base Rate Loans shall be effective as of the last day of the
Interest Period then in effect with respect to the applicable Eurocurrency Rate
Loans. If the Company requests a Borrowing of, conversion to, or continuation of
Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify
an Interest Period, it will be deemed to have specified an Interest Period of
one month. No Committed Loan may be converted into or continued as a Committed
Loan denominated in a different currency, but instead must be prepaid in the
original currency of such Committed Loan and reborrowed in the other currency.

(b) Following receipt of a Committed Loan Notice, the Administrative Agent
shall promptly notify each Lender of the amount (and currency) of its Applicable
Percentage under the applicable Facility of the applicable Term A Loans or
Revolving Credit Loans, and if no timely notice of a conversion or continuation
is provided by the Company, the Administrative Agent shall notify each Lender of
the details of any automatic conversion to Base Rate Loans. In the case of a
Term A Borrowing, a Revolving Credit Borrowing or continuation of Committed
Loans denominated in a currency other than Dollars, in each case as described in
the preceding subsection. In the case of a Committed Borrowing, each Appropriate
Lender shall make the amount of its Committed Loan available to the
Administrative Agent in Same Day Funds at the Administrative Agent153s Office for
the applicable currency not later than 10:00 a.m., in the case of any Committed
Loan denominated in Dollars, and not later than the Applicable Time specified by
the Administrative Agent in the case of any Committed Loan in an Alternative
Currency, in each case on the Business Day specified in the applicable Committed
Loan Notice. Upon satisfaction of the applicable conditions set forth in
Section 4.02 (and, if such Borrowing is the initial Credit Extension,
Section 4.01), the Administrative Agent shall make all funds so received
available to the Company or the other applicable Borrower in like funds as
received by the Administrative Agent either by (i) crediting the account of such
Borrower on the books of Bank of America with the amount of such funds or (ii)
wire transfer of such funds, in each case in accordance with instructions
provided to (and reasonably acceptable to) the Administrative Agent by the
Company or other applicable Borrower; provided, however, that if,
on the date the Committed Loan Notice with respect to Revolving Credit Borrowing
denominated in Dollars is given by the Company, there are L/C Borrowings
outstanding, then the proceeds of such Revolving Credit Borrowing,
first, shall be applied to the payment in full of any such L/C
Borrowings, and, second, shall be made available to the applicable
Borrower as provided above.

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

(d) The Administrative Agent shall promptly notify the Company and the
Lenders of the interest rate applicable to any Interest Period for Eurocurrency
Rate Loans upon determination of such interest rate. At any time that Base Rate
Loans are outstanding, the Administrative Agent shall notify the Company and the
Lenders of any change in Bank of America153s prime rate used in determining the
Base Rate promptly following the public announcement of such change.

(e) After giving effect to all Term A Borrowings, all conversions of Term A
Loans from one Type to the other, and all continuations of Term A Loans as the
same Type, there shall not be more than 3 Interest Periods in effect with
respect to each Term Facility. After giving effect to all Revolving Credit
Borrowings, all conversions of Revolving Credit Loans from one Type to the
other, and all continuations of Revolving Credit Loans as the same Type,

there shall not be more than 10 Interest Periods in effect in respect of the
Revolving Credit Facility.

2.03 Letters of Credit.

(a) The Letter of Credit Commitment.

(i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer
agrees, in reliance upon the agreements of the Lenders set forth in this
Section 2.03, (1) from time to time on any Business Day during the period
from the Closing Date until the Letter of Credit Expiration Date, to issue
Letters of Credit denominated in Dollars or in one or more Alternative
Currencies for the account of the Company or any Designated Borrower, and to
amend or extend Letters of Credit previously issued by it, in accordance with
subsection (b) below, and (2) to honor drawings under the Letters of Credit; and
(B) the Revolving Credit Lenders severally agree to participate in Letters of
Credit issued for the account of the Company or any Designated Borrower and any
drawings thereunder; provided that after giving effect to any L/C Credit
Extension with respect to any Letter of Credit, (w) the Total Revolving Credit
Outstandings shall not exceed the Aggregate Revolving Credit Commitment, (x) the
aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving
Credit Lender, plus such Lender153s Applicable Percentage of the
Outstanding Amount of all L/C Obligations, plus such Lender153s Applicable
Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed
such Lender153s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C
Obligations shall not exceed the Letter of Credit Sublimit, and (z) the
aggregate Outstanding Amount of all Revolving Credit Loans and Letters of Credit
denominated in Alternative Currencies shall not exceed the Alternative Currency
Sublimit. Each request by the Company for the issuance or amendment of a Letter
of Credit shall be deemed to be a representation by the Company that the L/C
Credit Extension so requested complies with the conditions set forth in the
proviso to the preceding sentence. Within the foregoing limits, and subject to
the terms and conditions hereof, the Company153s ability to obtain Letters of
Credit shall be fully revolving, and accordingly the Company and Designated
Borrowers may, during the foregoing period, obtain Letters of Credit to replace
Letters of Credit that have expired or that have been drawn upon and reimbursed.
All Existing Letters of Credit shall be deemed to have been issued pursuant
hereto, and from and after the Closing Date shall be subject to and governed by
the terms and conditions hereof.

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

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

(B) the expiry date of such requested Letter of Credit would occur after the
Letter of Credit Expiration Date, unless (x) all the Revolving Credit Lenders
have approved such expiry date or (y) (1) the applicable L/C Issuer has approved
such expiry date and (2) the expiry date of such Letter of Credit is not later
than one year after the Letter of Credit Expiration Date; provided, however,
that (x) in the case of a

Letter of Credit with an expiry date after the Letter of Credit Expiration
Date (an “Extended Letter of Credit“), the Company shall Cash
Collateralize such Letter of Credit (in an amount equal to 105% of the maximum
face amount of such Letter of Credit) in favor of the applicable L/C Issuer by a
date that is no later than 30 days prior to the Letter of Credit Expiration Date
and (y) on the Letter of Credit Expiration Date (1) all risk participations of
the Revolving Credit Lenders in such Extended Letter of Credit and all
obligations of the Administrative Agent with respect to such Extended Letter of
Credit shall terminate (but, in either case, only with respect to drawings upon
such Extended Letter of Credit occurring after the Maturity Date for the
Revolving Credit Facility, it being understood that such participations and
obligations relative to drawings upon such Extended Letter of Credit on or prior
to such Maturity Date shall remain in full force and effect) and (2) fees on
such Extended Letter of Credit shall cease to accrue pursuant to Section
2.03(i) and shall instead accrue as and to the extent separately agreed
between the applicable L/C Issuer and the Company. Notwithstanding any provision
of Section 2.18 to the contrary, Cash Collateral required to be provided
pursuant to this clause (B) shall be provided to and held by the applicable L/C
Issuer for its own account to secure the applicable L/C Obligations pursuant to
documentation and on terms satisfactory to the applicable L/C Issuer.

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

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

(B) the issuance of such Letter of Credit would violate one or more policies
of the L/C Issuer applicable to letters of credit generally;

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

(D) except as otherwise agreed by the Administrative Agent and the L/C
Issuer, such Letter of Credit is to be denominated in a currency other than
Dollars or an Alternative Currency;

(E) the L/C Issuer does not as of the issuance date of such requested Letter
of Credit issue Letters of Credit in the requested currency; or

(F) any Revolving Credit Lender is at that time a Defaulting Lender, unless
the L/C Issuer has entered into arrangements, including the delivery of Cash
Collateral or reallocation of payments to the Defaulting Lender in accordance
with Section 2.19(a)(ii), satisfactory to the L/C Issuer (in its sole
discretion) with the Borrower or such Lender to eliminate the L/C Issuer153s
actual or potential Fronting Exposure (after giving effect to Section
2.19(a)(iv)) with respect to the Defaulting Lender arising from either the
Letter of Credit then proposed to be issued or that Letter of Credit and all
other L/C Obligations as to which the L/C Issuer has actual or potential
Fronting Exposure, as it may elect in its sole discretion.

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

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

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

(b) Procedures for Issuance and Amendment of Letters of Credit;
Auto-Extension Letters of Credit.

(i) Each Letter of Credit shall be issued or amended, as the case may be,
upon the request of the Company delivered to the L/C Issuer (with a copy to the
Administrative Agent) in the form of a Letter of Credit Application,
appropriately completed and signed by a Responsible Officer of the Company. Such
Letter of Credit Application must be received by the L/C Issuer and the
Administrative Agent not later than 8:00 a.m. at least two Business Days (or
such later date and time as the Administrative Agent and the L/C Issuer may
agree in a particular instance in their sole discretion) prior to the proposed
issuance date or date of amendment, as the case may be. In the case of a request
for an initial issuance of a Letter of Credit, such Letter of Credit Application
shall specify in form and detail satisfactory to the L/C Issuer: (A) the
proposed issuance date of the requested Letter of Credit (which shall be a
Business Day); (B) the amount and currency thereof; (C) the expiry date thereof;
(D) the name and address of the beneficiary thereof; (E) the documents to be
presented by such beneficiary in case of any drawing thereunder; (F) the full
text of any certificate to be presented by such

beneficiary in case of any drawing thereunder; (G) the purpose and nature of
the requested Letter of Credit; and (H) such other matters as the L/C Issuer may
require. In the case of a request for an amendment of any outstanding Letter of
Credit, such Letter of Credit Application shall specify in form and detail
satisfactory to the L/C Issuer (I) the Letter of Credit to be amended; (II) the
proposed date of amendment thereof (which shall be a Business Day); (III) the
nature of the proposed amendment; and (IV) such other matters as the L/C Issuer
may require. Additionally, the Company shall furnish to the L/C Issuer and the
Administrative Agent such other documents and information pertaining to such
requested Letter of Credit issuance or amendment, including any Issuer
Documents, as the L/C Issuer or the Administrative Agent may require.

(ii) Promptly after receipt of any Letter of Credit Application, the L/C
Issuer will confirm with the Administrative Agent (by telephone or in writing)
that the Administrative Agent has received a copy of such Letter of Credit
Application from the Company and, if not, the L/C Issuer will provide the
Administrative Agent with a copy thereof. Unless the L/C Issuer has received
written notice from any Revolving Credit Lender, the Administrative Agent or any
Loan Party, at least one Business Day prior to the requested date of issuance or
amendment of the applicable Letter of Credit, that one or more applicable
conditions contained in Article IV shall not then be satisfied, then,
subject to the terms and conditions hereof, the L/C Issuer shall, on the
requested date, issue a Letter of Credit for the account of the Company (or the
applicable Designated Borrower) or enter into the applicable amendment, as the
case may be, in each case in accordance with the L/C Issuer153s usual and
customary business practices. Immediately upon the issuance of each Letter of
Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably
and unconditionally agrees to, purchase from the L/C Issuer a risk participation
in such Letter of Credit in an amount equal to the product of such Revolving
Credit Lender153s Applicable Percentage times the amount of such Letter of
Credit.

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

conditions specified in Section 4.02 is not then satisfied, and in
each such case directing the L/C Issuer not to permit such extension.

(iv) If the Company so requests in any applicable Letter of Credit
Application, the L/C Issuer may, in its sole and absolute discretion, agree to
issue a Letter of Credit that permits the automatic reinstatement of all or a
portion of the stated amount thereof after any drawing thereunder (each, an
“Auto-Reinstatement Letter of Credit“). Unless otherwise directed by the
L/C Issuer, the Company shall not be required to make a specific request to the
L/C Issuer to permit such reinstatement. Once an Auto-Reinstatement Letter of
Credit has been issued, except as provided in the following sentence, the
Lenders shall be deemed to have authorized (but may not require) the L/C Issuer
to reinstate all or a portion of the stated amount thereof in accordance with
the provisions of such Letter of Credit. Notwithstanding the foregoing, if such
Auto-Reinstatement Letter of Credit permits the L/C Issuer to decline to
reinstate all or any portion of the stated amount thereof after a drawing
thereunder by giving notice of such non-reinstatement within a specified number
of days after such drawing (the “Non-Reinstatement Deadline“), the L/C
Issuer shall not permit such reinstatement if it has received a notice (which
may be by telephone or in writing) on or before the day that is seven Business
Days before the Non-Reinstatement Deadline (A) from the Administrative Agent
that the Required Revolving Lenders have elected not to permit such
reinstatement or (B) from the Administrative Agent, any Lender or the Company
that one or more of the applicable conditions specified in Section 4.02
is not then satisfied (treating such reinstatement as an L/C Credit Extension
for purposes of this clause) and, in each case, directing the L/C Issuer not to
permit such reinstatement.

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

(i) Upon receipt from the beneficiary of any Letter of Credit of any notice
of a drawing under such Letter of Credit, the L/C Issuer shall notify the
Company and the Administrative Agent thereof. In the case of a Letter of Credit
denominated in an Alternative Currency, the Company shall reimburse the L/C
Issuer in such Alternative Currency, unless (A) the L/C Issuer (at its option)
shall have specified in such notice that it will require reimbursement in
Dollars, or (B) in the absence of any such requirement for reimbursement in
Dollars, the Company shall have notified the L/C Issuer promptly following
receipt of the notice of drawing that the Company will reimburse the L/C Issuer
in Dollars. In the case of any such reimbursement in Dollars of a drawing under
a Letter of Credit denominated in an Alternative Currency, the L/C Issuer shall
notify the Company of the Dollar Equivalent of the amount of the drawing
promptly following the determination thereof. Not later than 8:00 a.m. on the
date of any payment by the L/C Issuer under a Letter of Credit to be reimbursed
in Dollars, or the Applicable Time on the date of any payment by the L/C Issuer
under a Letter of Credit to be reimbursed in an Alternative Currency (each such
date, an “Honor Date“), the Company shall reimburse the L/C Issuer
through the Administrative Agent in an amount equal to the amount of such
drawing and in the applicable currency. If the Company fails to so reimburse the
L/C Issuer

by such time, the Administrative Agent shall promptly notify each Revolving
Credit Lender of the Honor Date, the amount of the unreimbursed drawing
(expressed in Dollars in the amount of the Dollar Equivalent thereof in the case
of a Letter of Credit denominated in an Alternative Currency) (the
“Unreimbursed Amount“), and the amount of such Revolving Credit Lender153s
Applicable Percentage thereof. In such event, the Company shall be deemed to
have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed
on the Honor Date in an amount equal to the Unreimbursed Amount, without regard
to the minimum and multiples specified in Section 2.02 for the principal
amount of Base Rate Loans, but subject to the amount of the unutilized portion
of the Aggregate Revolving Credit Commitment and the conditions set forth in
Section 4.02 (other than the delivery of a Committed Loan Notice). Any
notice given by the L/C Issuer or the Administrative Agent pursuant to this
Section 2.03(c)(i) may be given by telephone if immediately confirmed in
writing; provided that the lack of such an immediate confirmation shall
not affect the conclusiveness or binding effect of such notice.

(ii) Each Revolving Credit Lender shall upon receipt of any notice pursuant
to Section 2.03(c)(i) make funds available to the Administrative Agent
for the account of the L/C Issuer, in Dollars, at the Administrative Agent153s
Office for Dollar-denominated payments in an amount equal to its Applicable
Percentage of the Unreimbursed Amount not later than 10:00 a.m. on the Business
Day specified in such notice by the Administrative Agent, whereupon, subject to
the provisions of Section 2.03(c)(iii), each Revolving Credit Lender that
so makes funds available shall be deemed to have made a Base Rate Committed Loan
to the Company in such amount. The Administrative Agent shall remit the funds so
received to the L/C Issuer in Dollars.

(iii) With respect to any Unreimbursed Amount that is not fully refinanced by
a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth
in Section 4.02 cannot be satisfied or for any other reason, the Company
shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the
amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing
shall be due and payable on demand (together with interest) and shall bear
interest at the Default Rate. In such event, each Revolving Credit Lender153s
payment to the Administrative Agent for the account of the L/C Issuer pursuant
to Section 2.03(c)(ii) shall be deemed payment in respect of its
participation in such L/C Borrowing and shall constitute an L/C Advance from
such Lender in satisfaction of its participation obligation under this
Section 2.03.

(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or
L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer
for any amount drawn under any Letter of Credit, interest in respect of such
Lender153s Applicable Percentage of such amount shall be solely for the account of
the L/C Issuer.

(v) Each Revolving Credit Lender153s obligation to make Revolving Credit Loans
or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of
Credit, as contemplated by this Section 2.03(c), shall be absolute and
unconditional and shall not be affected by any circumstance, including (A) any
setoff, counterclaim, recoupment, defense or other right which such Lender may
have against the L/C Issuer, the Company, any Subsidiary or any other Person for
any reason whatsoever; (B) the occurrence or continuance of a Default, or (C)
any other occurrence, event or condition, whether or not similar to any of the
foregoing;

provided, however, that each Revolving Credit Lender153s
obligation to make Revolving Credit Loans pursuant to this Section
2.03(c) is subject to the conditions set forth in Section 4.02
(other than delivery by the Company of a Committed Loan Notice). No such making
of an L/C Advance shall relieve or otherwise impair the obligation of the
Company to reimburse the L/C Issuer for the amount of any payment made by the
L/C Issuer under any Letter of Credit, together with interest as provided
herein.

(vi) If any Revolving Credit Lender fails to make available to the
Administrative Agent for the account of the L/C Issuer any amount required to be
paid by such Lender pursuant to the foregoing provisions of this Section
2.03(c) by the time specified in Section 2.03(c)(ii), the L/C Issuer
shall be entitled to recover from such Lender (acting through the Administrative
Agent), on demand, such amount with interest thereon for the period from the
date such payment is required to the date on which such payment is immediately
available to the L/C Issuer at a rate per annum equal to the applicable
Overnight Rate from time to time in effect, plus any administrative, processing
or similar fees customarily charged by the L/C Issuer in connection with the
foregoing. If such Lender pays such amount (with interest and fees as
aforesaid), the amount so paid shall constitute such Lender153s Committed Loan
included in the relevant Committed Borrowing or L/C Advance in respect of the
relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer
submitted to any Revolving Credit Lender (through the Administrative Agent) with
respect to any amounts owing under this clause (vi) shall be conclusive absent
manifest error.

(d) Repayment of Participations.

(i) At any time after the L/C Issuer has made a payment under any Letter of
Credit and has received from any Revolving Credit Lender such Lender153s L/C
Advance in respect of such payment in accordance with Section 2.03(c), if
the Administrative Agent receives for the account of the L/C Issuer any payment
in respect of the related Unreimbursed Amount or interest thereon (whether
directly from the Company or otherwise, including proceeds of Cash Collateral
applied thereto by the Administrative Agent), the Administrative Agent will
distribute to such Lender its Applicable Percentage thereof in Dollars and in
the same funds as those received by the Administrative Agent.

(ii) If any payment received by the Administrative Agent for the account of
the L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned
under any of the circumstances described in Section 10.05 (including
pursuant to any settlement entered into by the L/C Issuer in its discretion),
each Revolving Credit Lender shall pay to the Administrative Agent for the
account of the L/C Issuer its Applicable Percentage thereof on demand of the
Administrative Agent, plus interest thereon from the date of such demand to the
date such amount is returned by such Lender, at a rate per annum equal to the
applicable Overnight Rate from time to time in effect. The obligations of the
Lenders under this clause shall survive the payment in full of the Obligations
and the termination of this Agreement.

(e) Obligations Absolute. The obligation of the Company (or the
applicable Designated Borrower) to reimburse the L/C Issuer for each drawing
under each Letter of Credit and to repay each L/C Borrowing shall be absolute,
unconditional and irrevocable, and shall be

paid strictly in accordance with the terms of this Agreement under all
circumstances, including the following:

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

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

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

(iv) any payment by the L/C Issuer under such Letter of Credit against
presentation of a draft or certificate that does not strictly comply with the
terms of such Letter of Credit; or any payment made by the L/C Issuer under such
Letter of Credit to any Person purporting to be a trustee in bankruptcy,
debtor-in-possession, assignee for the benefit of creditors, liquidator,
receiver or other representative of or successor to any beneficiary or any
transferee of such Letter of Credit, including any arising in connection with
any proceeding under any Debtor Relief Law;

(v) any adverse change in the relevant exchange rates or in the availability
of the relevant Alternative Currency to the Company or any Subsidiary or in the
relevant currency markets generally; or

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

The Company and each applicable Designated Borrower shall promptly examine a
copy of each Letter of Credit and each amendment thereto that is delivered to it
and, in the event of any claim of noncompliance with the Company153s instructions
or other irregularity, the Company will immediately notify the L/C Issuer. The
Company and each applicable Designated Borrower shall be conclusively deemed to
have waived any such claim against the L/C Issuer and its correspondents unless
such notice is given as aforesaid.

(f) Role of L/C Issuer. Each Lender, the Company and each Designated
Borrower agree that, in paying any drawing under a Letter of Credit, the L/C
Issuer shall not have any responsibility to obtain any document (other than any
sight draft, certificates and documents expressly required by the Letter of
Credit) or to ascertain or inquire as to the validity or accuracy of any such
document or the authority of the Person executing or delivering any such
document. None of the L/C Issuer, the Administrative Agent, any of their
respective Related

Parties nor any correspondent, participant or assignee of the L/C Issuer
shall be liable to any Lender for (i) any action taken or omitted in connection
herewith at the request or with the approval of the Revolving Credit Lenders or
the Required Revolving Lenders, as applicable; (ii) any action taken or omitted
in the absence of gross negligence or willful misconduct; or (iii) the due
execution, effectiveness, validity or enforceability of any document or
instrument related to any Letter of Credit or Issuer Document. The Company and
each Designated Borrower hereby assume all risks of the acts or omissions of any
beneficiary or transferee with respect to its use of any Letter of Credit;
provided, however, that this assumption is not intended to, and
shall not, preclude the Company153s (or any Designated Borrower153s) pursuing such
rights and remedies as it may have against the beneficiary or transferee at law
or under any other agreement. None of the L/C Issuer, the Administrative Agent,
any of their respective Related Parties nor any correspondent, participant or
assignee of the L/C Issuer shall be liable or responsible for any of the matters
described in clauses (i) through (v) of Section 2.03(e);
provided, however, that anything in such clauses to the contrary
notwithstanding, the Company or any applicable Designated Borrower may have a
claim against the L/C Issuer, and the L/C Issuer may be liable to the Company or
any applicable Designated Borrower, to the extent, but only to the extent, of
any direct, as opposed to consequential or exemplary, damages suffered by the
Company or any applicable Designated Borrower which the Company or any
applicable Designated Borrower proves were caused by the L/C Issuer153s willful
misconduct or gross negligence or the L/C Issuer153s willful failure to pay under
any Letter of Credit after the presentation to it by the beneficiary of a sight
draft and certificate(s) strictly complying with the terms and conditions of a
Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C
Issuer may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary, and the L/C Issuer shall not be responsible for the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason.

(g) Cash Collateral.

(i) Upon the request of the Administrative Agent, (A) if the L/C Issuer has
honored any full or partial drawing request under any Letter of Credit and such
drawing has resulted in an L/C Borrowing, or (B) if, as of the Letter of Credit
Expiration Date, any L/C Obligation for any reason remains outstanding, the
Company shall, in each case, immediately Cash Collateralize the then Outstanding
Amount of all L/C Obligations.

(ii) In addition, if the Administrative Agent notifies the Company at any
time that the Outstanding Amount of all L/C Obligations at such time exceeds
105% of the Letter of Credit Sublimit then in effect, then, within two Business
Days after receipt of such notice, the Company shall Cash Collateralize the L/C
Obligations in an amount equal to the amount by which the Outstanding Amount of
all L/C Obligations exceeds the Letter of Credit Sublimit.

(iii) The Administrative Agent may, at any time and from time to time after
the initial deposit of Cash Collateral, request that additional Cash Collateral
be provided in order to protect against the results of exchange rate
fluctuations.

(iv) Sections 2.05, 2.18 2.19, 8.02 and
8.03 set forth certain additional requirements to deliver Cash Collateral
hereunder. For purposes of this Agreement, “Cash Collateralize” means to
pledge and deposit with or deliver to the Administrative Agent, for the benefit
of the Administrative Agent, L/C Issuer or Swing Line Lender (as applicable) and
the Lenders, as collateral for L/C Obligations, Obligations in respect of Swing
Line Loans, or obligations of Lenders to fund participations in respect of
either thereof (as the context may require), cash or deposit account balances
or, if the L/C Issuer or Swing Line Lender benefitting from such collateral
shall agree in its sole discretion, other credit support, in each case pursuant
to documentation in form and substance satisfactory to (A) the Administrative
Agent and (B) the L/C Issuer or the Swing Line Lender, as applicable (which
documents are hereby consented to by the Lenders). “Cash Collateral” shall have
a meaning correlative to the foregoing and shall include the proceeds of such
cash collateral and other credit support.

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

(i) Letter of Credit Fees. The Company shall pay to the Administrative
Agent for the account of each Lender in accordance with its Applicable
Percentage, in Dollars, a Letter of Credit fee (the “Letter of Credit
Fee“) for each Letter of Credit equal to the Applicable Rate times
the Dollar Equivalent of the daily amount available to be drawn under such
Letter of Credit; provided, however, any Letter of Credit Fees otherwise
payable for the account of a Defaulting Lender with respect to any Letter of
Credit as to which such Defaulting Lender has not provided Cash Collateral
satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be
payable, to the maximum extent permitted by applicable Governmental Rule, to the
other Revolving Credit Lenders in accordance with the upward adjustments in
their respective Applicable Percentages allocable to such Letter of Credit
pursuant to Section 2.19(a)(iv), with the balance of such fee, if any,
payable to the L/C Issuer for its own account. For purposes of computing the
daily amount available to be drawn under any Letter of Credit, the amount of
such Letter of Credit shall be determined in accordance with Section
1.09. Letter of Credit Fees shall be (i) due and payable on the last
Business Day of each March, June, September and December, commencing with the
first such date to occur after the issuance of such Letter of Credit, on the
Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a
quarterly basis in arrears. If there is any change in the Applicable Rate during
any quarter, the daily amount available to be drawn under each Letter of Credit
shall be computed and multiplied by the Applicable Rate separately for each
period during such quarter that such Applicable Rate was in effect.
Notwithstanding anything to the contrary contained herein, upon the request of
the Required Revolving Lenders, while any Event of Default exists, all Letter of
Credit Fees shall accrue at the Default Rate.

(j) Fronting Fee and Documentary and Processing Charges Payable to L/C
Issuer. The Company shall pay directly to the L/C Issuer for its own
account, in Dollars, a fronting fee (i) with respect to each commercial Letter
of Credit, at the rate specified in the Fee Letter, computed on the Dollar
Equivalent of the amount of such Letter of Credit, and payable

upon the issuance thereof, (ii) with respect to any amendment of a commercial
Letter of Credit increasing the amount of such Letter of Credit, at a rate
separately agreed between the Company and the L/C Issuer, computed on the Dollar
Equivalent of the amount of such increase, and payable upon the effectiveness of
such amendment, and (iii) with respect to each standby Letter of Credit, at the
rate per annum specified in the Fee Letter, computed on the Dollar Equivalent of
the daily amount available to be drawn under such Letter of Credit on a
quarterly basis in arrears. Such standby Letter of Credit fronting fee shall be
due and payable on the tenth Business Day after the end of each March, June,
September and December in respect of the most recently-ended quarterly period
(or portion thereof, in the case of the first payment), commencing with the
first such date to occur after the issuance of such Letter of Credit, on the
Letter of Credit Expiration Date and thereafter on demand. For purposes of
computing the daily amount available to be drawn under any Letter of Credit, the
amount of such Letter of Credit shall be determined in accordance with
Section 1.09. In addition, the Company shall pay directly to the L/C
Issuer for its own account, in Dollars, the customary issuance, presentation,
amendment and other processing fees, and other standard costs and charges, of
the L/C Issuer relating to letters of credit as from time to time in effect.
Such customary fees and standard costs and charges are due and payable on demand
and are nonrefundable.

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

2.04 Swing Line Loans.

(a) The Swing Line. Subject to the terms and conditions set forth
herein, the Swing Line Lender agrees, in reliance upon the agreements of the
other Lenders set forth in this Section 2.04, to make loans in Dollars
(each such loan, a “Swing Line Loan“) to the Company from time to time on
any Business Day during the Availability Period in an aggregate amount not to
exceed at any time outstanding the amount of the Swing Line Sublimit,
notwithstanding the fact that such Swing Line Loans, when aggregated with the
Applicable Percentage of the Outstanding Amount of Revolving Credit Loans and
L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount
of such Lender153s Revolving Credit Commitment; provided, however,
that after giving effect to any Swing Line Loan, (i) the Total Revolving Credit
Outstandings shall not exceed the Aggregate Revolving Credit Commitment at such
time, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of
any Revolving Credit Lender at such time, plus such Revolving Credit
Lender153s Applicable Percentage of the Outstanding Amount of all L/C Obligations,
plus such Revolving Credit Lender153s Applicable Percentage of the
Outstanding Amount of all Swing Line Loans at such time shall not exceed such
Lender153s Revolving Credit Commitment, and provided, further, that
the Company shall not use the proceeds of any Swing Line Loan to refinance any
outstanding Swing Line Loan. Within the foregoing limits, and subject to the
other terms and conditions hereof, the Company may borrow under this Section
2.04, prepay under Section 2.05, and reborrow under this Section
2.04. Each Swing Line Loan shall be a Base Rate Loan or shall bear such
other rate of interest specified in Section 2.08(a)(iii). Immediately
upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby
irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a
risk participation in such Swing Line Loan in an amount equal to the product of
such Revolving Credit Lender153s Applicable Percentage times the amount of
such Swing Line Loan.

(b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon
the Company153s irrevocable notice to the Swing Line Lender and the Administrative
Agent, which may be given by telephone. Each such notice must be received by the
Swing Line Lender and the Administrative Agent not later than 10:00 a.m. on the
requested borrowing date, and shall specify (i) the amount to be borrowed, which
shall be a minimum of $5,000,000, and (ii) the requested borrowing date, which
shall be a Business Day. Each such telephonic notice must be confirmed promptly
by delivery to the Swing Line Lender and the Administrative Agent of a written
Swing Line Loan Notice, appropriately completed and signed by a Responsible
Officer of the Company. Promptly after receipt by the Swing Line Lender of any
telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the
Administrative Agent (by telephone or in writing) that the Administrative Agent
has also received such Swing Line Loan Notice and, if not, the Swing Line Lender
will notify the Administrative Agent (by telephone or in writing) of the
contents thereof. Unless the Swing Line Lender has received notice (by telephone
or in writing) from the Administrative Agent (including at the request of any
Revolving Credit Lender) prior to 11:00 a.m. on the date of the proposed Swing
Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line
Loan as a result of the limitations set forth in the first proviso to the first
sentence of Section 2.04(a), or (B) that one or more of the applicable
conditions specified in Article IV is not then satisfied, then, subject
to the terms and conditions hereof, the Swing Line Lender will, not later than
12:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make
the amount of its Swing Line Loan available to the Company at its office by
crediting the account of the Company on the books of the Swing Line Lender in
Same Day Funds.

(i) The Swing Line Lender at any time in its sole and absolute discretion may
request, on behalf of the Company (which hereby irrevocably authorizes the Swing
Line Lender to so request on its behalf), that each Revolving Credit Lender make
a Base Rate Revolving Credit Loan in an amount equal to such Lender153s Applicable
Percentage of the amount of Swing Line Loans then outstanding. Such request
shall be made in writing (which written request shall be deemed to be a
Committed Loan Notice for purposes hereof) and in accordance with the
requirements of Section 2.02, without regard to the minimum and multiples
specified therein for the principal amount of Base Rate Loans, but subject to
the unutilized portion of the Revolving Credit Facility and the conditions set
forth in Section 4.02. The Swing Line Lender shall furnish the Company
with a copy of the applicable Committed Loan Notice promptly after delivering
such notice to the Administrative Agent. Each Revolving Credit Lender shall make
an amount equal to its Applicable Percentage of the amount specified in such
Committed Loan Notice available to the Administrative Agent in Same Day Funds
for the account of the Swing Line Lender at the Administrative Agent153s Office
for Dollar-denominated payments not later than 10:00 a.m. on the day specified
in such Committed Loan Notice, whereupon, subject to Section
2.04(c)(ii), each Revolving Credit Lender that so makes funds available
shall be deemed to have made a Base Rate Revolving Credit Loan to the Company in
such amount. The Administrative Agent shall remit the funds so received to the
Swing Line Lender.

(ii) If for any reason any Swing Line Loan cannot be refinanced by such a
Revolving Credit Borrowing in accordance with Section 2.04(c)(i), the
request for Base Rate Revolving Credit Loans submitted by the Swing Line Lender
as set forth herein shall be deemed to be a request by the Swing Line Lender
that each of the Revolving Credit Lenders fund its risk participation in the
relevant Swing Line Loan and each Revolving Credit Lender153s payment to the
Administrative Agent for the account of the Swing Line Lender pursuant to
Section 2.04(c)(i) shall be deemed payment in respect of such
participation.

(iii) If any Revolving Credit Lender fails to make available to the
Administrative Agent for the account of the Swing Line Lender any amount
required to be paid by such Lender pursuant to the foregoing provisions of this
Section 2.04(c) by the time specified in Section 2.04(c)(i), the
Swing Line Lender shall be entitled to recover from such Lender (acting through
the Administrative Agent), on demand, such amount with interest thereon for the
period from the date such payment is required to the date on which such payment
is immediately available to the Swing Line Lender at a rate per annum equal to
the applicable Overnight Rate from time to time in effect, plus any
administrative, processing or similar fees customarily charged by the Swing Line
Lender in connection with the foregoing. If such Lender pays such amount (with
interest and fees as aforesaid), the amount so paid shall constitute such
Lender153s Committed Loan included in the relevant Committed Borrowing or funded
participation in the relevant Swing Line Loan, as the case may be. A certificate
of the Swing Line Lender submitted to any Lender (through the Administrative
Agent) with respect to any amounts owing under this clause (iii) shall be
conclusive absent manifest error.

(iv) Each Revolving Credit Lender153s obligation to make Revolving Credit Loans
or to purchase and fund risk participations in Swing Line Loans pursuant to this
Section 2.04(c) shall be absolute and unconditional and shall not be
affected by any circumstance, including (A) any setoff, counterclaim,
recoupment, defense or other right which such Lender may have against the Swing
Line Lender, the Company or any other Person for any reason whatsoever, (B) the
occurrence or continuance of a Default, or (C) any other occurrence, event or
condition, whether or not similar to any of the foregoing; provided,
however, that each Lender153s obligation to make Revolving Credit Loans
pursuant to this Section 2.04(c) is subject to the conditions set forth
in Section 4.02. No such funding of risk participations shall relieve or
otherwise impair the obligation of the Company to repay Swing Line Loans,
together with interest as provided herein.

(d) Repayment of Participations.

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

(ii) If any payment received by the Swing Line Lender in respect of principal
or interest on any Swing Line Loan is required to be returned by the Swing Line
Lender under any of the circumstances described in Section 10.05
(including pursuant to any settlement entered into by the Swing Line Lender in
its discretion), each Revolving Credit Lender shall pay

to the Swing Line Lender its Applicable Percentage thereof on demand of the
Administrative Agent, plus interest thereon from the date of such demand to the
date such amount is returned, at a rate per annum equal to the applicable
Overnight Rate. The Administrative Agent will make such demand upon the request
of the Swing Line Lender. The obligations of the Lenders under this clause shall
survive the payment in full of the Obligations and the termination of this
Agreement.

(e) Interest for Account of Swing Line Lender. The Swing Line Lender
shall be responsible for invoicing the Company for interest on the Swing Line
Loans. Until each Lender funds its Base Rate Committed Loan or risk
participation pursuant to this Section 2.04 to refinance such Revolving
Credit Lender153s Applicable Percentage of any Swing Line Loan, interest in
respect of such Applicable Percentage shall be solely for the account of the
Swing Line Lender.

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

2.05 Prepayments.

(a) (i) Each Borrower may, upon notice from the Company to the Administrative
Agent, at any time or from time to time voluntarily prepay Term Loans and
Revolving Credit Loans in whole or in part without premium or penalty;
provided that (A) such notice must be received by the Administrative
Agent not later than 8:00 a.m. (1) three Business Days prior to any date of
prepayment of Eurocurrency Rate Loans denominated in Dollars, (2) four Business
Days (or five, in the case of prepayment of Loans denominated in Special Notice
Currencies) prior to any date of prepayment of Eurocurrency Rate Loans
denominated in Alternative Currencies, and (3) on the date of prepayment of Base
Rate Committed Loans; (B) any prepayment of Eurocurrency Rate Loans denominated
in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of
$1,000,000 in excess thereof; (C) any prepayment of Eurocurrency Rate Loans
denominated in Alternative Currencies shall be in a minimum principal amount of
$5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (D) any
prepayment of Base Rate Committed Loans shall be in a principal amount of
$500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if
less, the entire principal amount thereof then outstanding. Each such notice
shall specify the date and amount of such prepayment and the Type(s) of
Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid,
the Interest Period(s) of such Loans. The Administrative Agent will promptly
notify each affected Lender of its receipt of each such notice, and of the
amount of such Lender153s ratable portion of such prepayment (based on such
Lender153s Applicable Percentage in respect of the relevant Facility) of such
prepayment. If such notice is given by the Company, the applicable Borrower
shall make such prepayment and the payment amount specified in such notice shall
be due and payable on the date specified therein. Any prepayment of a
Eurocurrency Rate Loan shall be accompanied by all accrued interest on the
amount prepaid, together with any additional amounts required pursuant to
Section 3.05. Each such prepayment of an outstanding Term Facility
pursuant to this Section 2.05(a) shall be applied to the principal
repayment installments thereof on a pro rata basis, and each such prepayment
shall be paid to the Lenders in accordance with their respective Applicable
Percentages in respect of each of the relevant Facilities.

(ii) Notwithstanding anything in any Loan Document to the contrary, so long
as (w) no Default or Event of Default has occurred and is continuing, (x) FIL
shall deliver to the Administrative Agent a certificate stating that (1) no
Default or Event of Default has occurred and is continuing or would result from
the proposed prepayment described below and (2) each of the conditions set forth
in this Section has been satisfied, (y) none of the Borrowers or any other Loan
Party has any material non-public information with respect to FIL and its
Subsidiaries or the securities of any of them that has not been disclosed to the
Lenders generally (other than Lenders who elect not to receive such information)
and (z) no proceeds of Revolving Credit Loans or Swing Line Loans are used for
this purpose, FIL may prepay any portion of the outstanding Term Loans (and
immediately and permanently cancel them) on the following basis:

(B) FIL shall have the right to make a voluntary prepayment of Term Loans at
a discount to par pursuant to Discount Range Prepayment Offers or Solicited
Discounted Prepayment Offers (any such prepayment, the “Discounted Loan
Prepayment“), in each case made in accordance with this Section
2.05(a)(ii); provided that FIL shall not initiate any action under
this Section 2.05(a)(ii) in order to make a Discounted Loan Prepayment of
Loans in any tranche of Term Loans unless (I) at least ten (10) Business Days
shall have passed since the consummation of the most recent Discounted Loan
Prepayment of any Term Loan in such tranche as a result of a prepayment made by
FIL on the applicable Discounted Prepayment Effective Date; or (II) at least
three (3) Business Days shall have passed since the date FIL was notified that
no Lender was willing to accept any prepayment of any Term Loan in such tranche
pursuant to a Discount Range Prepayment Notice or in the case of Solicited
Discounted Prepayment Offers, the date of FIL153s election not to accept any
Solicited Discounted Prepayment Offers relating to a Solicited Discount
Prepayment Notice.

(C) (1) Subject to the proviso to subsection (A) above, FIL may from time to
time solicit Discount Range Prepayment Offers by providing the Auction Agent
with five (5) Business Days153 notice in the form of a Discount Range Prepayment
Notice; provided that (I) any such solicitation shall be extended, at the
sole discretion of FIL, to (x) each Term Lender and/or (y) each Term Lender with
respect to any Term Loans on an individual tranche basis, (II) any such notice
shall specify the maximum aggregate principal amount of the relevant Loans (the
“Discount Range Prepayment Amount“), the tranche or tranches of Term
Loans subject to such offer and the maximum and minimum percentage discounts to
par (the “Discount Range“) of the principal amount of such Loans with
respect to each relevant tranche of Term Loans willing to be prepaid by FIL (it
being understood that different Discount Ranges and/or Discount Range Prepayment
Amounts may be offered with respect to different tranches of Term Loans and, in
such event, each such offer will be treated as separate offer pursuant to the
terms of this Section), (III) the Discount Range Prepayment Amount shall be in
an aggregate amount not less than $5,000,000 and whole increments of $1,000,000
in excess thereof and (IV) each such solicitation shall remain outstanding
through the Discount Range Prepayment Response Date.

The Auction Agent will promptly provide each applicable Term Lender with a
copy of such Discount Range Prepayment Notice and a form of the Discount Range
Prepayment Offer to be submitted by a responding Lender to the Auction Agent (or
its delegate) by no later than 5:00 p.m., New York time, on the third Business
Day after the date of delivery of such notice to such Lenders (the “Discount
Range Prepayment Response Date“). Each Term Lender153s Discount Range
Prepayment Offer shall be irrevocable and shall specify a discount to par within
the Discount Range (the “Submitted Discount“) at which such Term Lender
is willing to allow prepayment of any or all of its then outstanding Loans of
the applicable tranche or tranches and the maximum aggregate principal amount
and tranches of such Term Lender153s Loans (the “Submitted Amount“) such
Lender is willing to have prepaid at the Submitted Discount. Any Term Lender
whose Discount Range Prepayment Offer is not received by the Auction Agent by
the Discount Range Prepayment Response Date shall be deemed to have declined to
accept a Discounted Loan Prepayment of any of its Loans at any discount to their
par value within the Discount Range.

(2) The Auction Agent shall review all Discount Range Prepayment Offers
received on or before the applicable Discount Range Prepayment Response Date and
shall determine (in consultation with FIL and subject to rounding requirements
of the Auction Agent made in its reasonable discretion) the Applicable Discount
and Loans to be prepaid at such Applicable Discount in accordance with this
subsection (B). FIL agrees to accept on the Discount Range Prepayment Response
Date all Discount Range Prepayment Offers received by Auction Agent by the
Discount Range Prepayment Response Date, in the order from the Submitted
Discount that is the largest discount to par to the Submitted Discount that is
the smallest discount to par, up to and including the Submitted Discount that is
the smallest discount to par within the Discount Range (such Submitted Discount
that is the smallest discount to par within the Discount Range being referred to
as the “Applicable Discount“) which yields a Discounted Loan Prepayment
in an aggregate principal amount equal to the lower of (I) the Discount Range
Prepayment Amount and (II) the sum of all Submitted Amounts. Each Term Lender
that has submitted a Discount Range Prepayment Offer to accept prepayment at a
discount to par that is larger than or equal to the Applicable Discount shall be
deemed to have irrevocably consented to prepayment of Loans equal to its
Submitted Amount (subject to any required proration pursuant to the following
subsection (3)) at the Applicable Discount (each such Lender, a
“Participating Lender“).

(3) If there is at least one Participating Lender, FIL will prepay the
respective outstanding Term Loans of each Participating Lender in the aggregate
principal amount and of the tranches specified in such Term Lender153s Discount
Range Prepayment Offer at the Applicable Discount; provided that if the
Submitted Amount by all Participating Lenders offered at a discount to par
greater than or equal to the Applicable Discount exceeds the Discount Range
Prepayment Amount, prepayment of the principal amount of the relevant Loans for
those Participating Lenders whose Submitted Discount is a discount to par
greater than

or equal to the Applicable Discount (the “Identified Participating
Lenders“) shall be made pro rata among the Identified Participating Lenders
in accordance with the Submitted Amount of each such Identified Participating
Lender and the Auction Agent (in consultation with FIL and subject to rounding
requirements of the Auction Agent made in its reasonable discretion) will
calculate such proration (the “Discount Range Proration”). The Auction Agent
shall promptly, and in any case within five (5) Business Days following the
Discount Range Prepayment Response Date, notify (I) FIL of the respective
Lenders153 responses to such solicitation, the Discounted Prepayment Effective
Date, the Applicable Discount, and the aggregate principal amount of the
Discounted Loan Prepayment and the tranches to be prepaid, (II) each Lender of
the Discounted Prepayment Effective Date, the Applicable Discount, and the
aggregate principal amount and tranches of Loans to be prepaid at the Applicable
Discount on such date, (III) each Participating Lender of the aggregate
principal amount and tranches of such Lender to be prepaid at the Applicable
Discount on such date, and (IV) if applicable, each Identified Participating
Lender of the Discount Range Proration. Each determination by the Auction Agent
of the amounts stated in the foregoing notices to FIL and Term Lenders shall be
conclusive and binding for all purposes absent manifest error. The payment
amount specified in such notice to FIL shall be due and payable by FIL on the
Discounted Prepayment Effective Date in accordance with subsection (E) below
(subject to subsection (I) below).

(D) (1) Subject to the proviso to subsection (A) above, FIL may from time to
time solicit Solicited Discounted Prepayment Offers by providing the Auction
Agent with five (5) Business Days153 notice in the form of a Solicited Discounted
Prepayment Notice; provided that (I) any such solicitation shall be
extended, at the sole discretion of FIL, to (x) each Term Lender and/or (y) each
Term Lender with respect to Term Loans on an individual tranche basis, (II) any
such notice shall specify the maximum aggregate amount of the Loans (the
“Solicited Discounted Prepayment Amount“) and the tranche or tranches of
Term Loans the Borrower is willing to prepay at a discount (it being understood
that different Solicited Discounted Prepayment Amounts may be offered with
respect to different tranches of Term Loans and, in such event, each such offer
will be treated as separate offer pursuant to the terms of this Section), (III)
the Solicited Discounted Prepayment Amount shall be in an aggregate amount not
less than $5,000,000 and whole increments of $1,000,000 in excess thereof and
(IV) each such solicitation by the Borrower shall remain outstanding through the
Solicited Discounted Prepayment Response Date. The Auction Agent will promptly
provide each Appropriate Lender with a copy of such Solicited Discounted
Prepayment Notice and a form of the Solicited Discounted Prepayment Offer to be
submitted by a responding Lender to the Auction Agent (or its delegate) by no
later than 5:00 p.m., New York time on the third Business Day after the date of
delivery of such notice to such Term Lenders (the “Solicited Discounted
Prepayment Response Date“). Each Term Lender153s Solicited Discounted
Prepayment Offer shall (x) be irrevocable, (y) remain outstanding until the
Acceptance Date, and (z) specify both a discount to par (the “Offered
Discount“) at which such Term Lender is willing to allow prepayment of its
then outstanding

Term Loans and the maximum aggregate principal amount and tranches of such
Term Loans (the “Offered Amount“) such Term Lender is willing to have
prepaid at the Offered Discount. Any Term Lender whose Solicited Discounted
Prepayment Offer is not received by the Auction Agent by the Solicited
Discounted Prepayment Response Date shall be deemed to have declined prepayment
of any of its Term Loans at any discount.

(2) The Auction Agent shall promptly provide FIL with a copy of all Solicited
Discounted Prepayment Offers received on or before the Solicited Discounted
Prepayment Response Date. FIL shall review all such Solicited Discounted
Prepayment Offers and select the smallest of the Offered Discounts specified by
the relevant responding Lenders in the Solicited Discounted Prepayment Offers
that is acceptable to FIL (the “Acceptable Discount“), if any. If FIL
elects to accept any Offered Discount as the Acceptable Discount, then as soon
as practicable after the determination of the Acceptable Discount, but in no
event later than by the third Business Day after the date of receipt by FIL from
the Auction Agent of a copy of all Solicited Discounted Prepayment Offers
pursuant to the first sentence of this subsection (2) (the “Acceptance
Date“), FIL shall submit an Acceptance and

Prepayment Notice to the Auction Agent setting forth the Acceptable Discount.
If the Auction Agent shall fail to receive an Acceptance and Prepayment Notice
from FIL by the Acceptance Date, FIL shall be deemed to have rejected all
Solicited Discounted Prepayment Offers.

(3) Based upon the Acceptable Discount and the Solicited Discounted
Prepayment Offers received by Auction Agent by the Solicited Discounted
Prepayment Response Date, within three (3) Business Days after receipt of an
Acceptance and Prepayment Notice (the “Discounted Prepayment Determination
Date“), the Auction Agent will determine (in consultation with FIL and
subject to rounding requirements of the Auction Agent made in its reasonable
discretion) the aggregate principal amount and the tranches of Term Loans (the
“Acceptable Prepayment Amount“) to be prepaid by FIL at the Acceptable
Discount in accordance with this Section 2.05(a)(ii)(C). If FIL elects to
accept any Acceptable Discount, then FIL agrees to accept all Solicited
Discounted Prepayment Offers received by Auction Agent by the Solicited
Discounted Prepayment Response Date, in the order from largest Offered Discount
to smallest Offered Discount, up to and including the Acceptable Discount. Each
Term Lender that has submitted a Solicited Discounted Prepayment Offer with an
Offered Discount that is greater than or equal to the Acceptable Discount shall
be deemed to have irrevocably consented to prepayment of Loans equal to its
Offered Amount (subject to any required prorate reduction pursuant to the
following sentence) at the Acceptable Discount (each such Lender, a
“Qualifying Lender“). FIL will prepay outstanding Loans pursuant to this
subsection (C) to each Qualifying Lender in the aggregate principal amount and
of the tranches specified in such Lender153s Solicited Discounted Prepayment Offer
at the Acceptable Discount; provided that if the aggregate Offered Amount
by all

Qualifying Lenders whose Offered Discount is greater than or equal to the
Acceptable Discount exceeds the Solicited Discounted Prepayment Amount,
prepayment of the principal amount of the Term Loans for those Qualifying
Lenders whose Offered Discount is greater than or equal to the Acceptable
Discount (the “Identified Qualifying Lenders“) shall be made pro rata
among the Identified Qualifying Lenders in accordance with the Offered Amount of
each such Identified Qualifying Lender and the Auction Agent (in consultation
with FIL and subject to rounding requirements of the Auction Agent made in its
reasonable discretion) will calculate such proration (the “Solicited Discount
Proration“). On or prior to the Discounted Prepayment Determination Date,
the Auction Agent shall promptly notify (I) FIL of the Discounted Prepayment
Effective Date and Acceptable Prepayment Amount comprising the Discounted Loan
Prepayment and the tranches to be prepaid, (II) each Lender of the Discounted
Prepayment Effective Date, the Acceptable Discount, and the Acceptable
Prepayment Amount of all Loans and the tranches to be prepaid to be prepaid at
the Applicable Discount on such date, (III) each Qualifying Lender of the
aggregate principal amount and the tranches of such Lender to be prepaid at the
Acceptable Discount on such date, and (IV) if applicable, each Identified
Qualifying Lender of the Solicited Discount Proration. Each determination by the
Auction Agent of the amounts stated in the foregoing notices to FIL and Lenders
shall be conclusive and binding for all purposes absent manifest error. The
payment amount specified in such notice to FIL shall be due and payable by FIL
on the Discounted Prepayment Effective Date in accordance with subsection (E)
below (subject to subsection (I) below).

(E) In connection with any Discounted Loan Prepayment, FIL and the Lenders
acknowledge and agree that the Auction Agent may require the payment of
customary and reasonable fees and expenses from FIL in connection therewith.

(F) If any Loan is prepaid in accordance with paragraphs (B) through (C)
above, FIL shall prepay such Loans on the Discounted Prepayment Effective Date.
FIL shall make such prepayment to the Administrative Agent, for the account of
the Participating Lenders or Qualifying Lenders, as applicable, at the
Administrative Agent153s Office in immediately available funds not later than
11:00 a.m. (New York time) on the Discounted Prepayment Effective Date and all
such prepayments shall be applied to the remaining principal installments of the
relevant Term Loans on a pro-rata basis across such installments. The Term Loans
so prepaid shall be accompanied by all accrued and unpaid interest on the par
principal amount so prepaid up to, but not including, the Discounted Prepayment
Effective Date. Each prepayment of the outstanding Term Loans pursuant to this
Section 2.05(a)(ii) shall be paid to the Participating Lenders or
Qualifying Lenders, as applicable, and shall be applied to the relevant Term
Loans of such Lenders in accordance with their respective pro rata share. The
aggregate principal amount of the tranches and installments of the relevant Term
Loans outstanding shall be deemed reduced by the full par value of the aggregate

principal amount of the tranches of Term Loans prepaid on the Discounted
Prepayment Effective Date in any Discounted Loan Prepayment.

(G) To the extent not expressly provided for herein, each Discounted Loan
Prepayment shall be consummated pursuant to procedures consistent with the
provisions in this Section 2.05(a)(ii), established by the Auction Agent
acting in its reasonable discretion and as reasonably agreed by the Borrower.

(H) Notwithstanding anything in any Loan Document to the contrary, for
purposes of this Section 2.05(a)(ii), each notice or other communication
required to be delivered or otherwise provided to the Auction Agent (or its
delegate) shall be deemed to have been given upon Auction Agent153s (or its
delegate153s) actual receipt during normal business hours of such notice or
communication; provided that any notice or communication actually
received outside of normal business hours shall be deemed to have been given as
of the opening of business on the next Business Day.

(I) FIL and the Lenders acknowledge and agree that the Auction Agent may
perform any and all of its duties under this Section 2.05(a)(ii) by
itself or through any Affiliate of the Auction Agent and expressly consents to
any such delegation of duties by the Auction Agent to such Affiliate and the
performance of such delegated duties by such Affiliate. The exculpatory
provisions pursuant to this Agreement shall apply to each Affiliate of the
Auction Agent and its respective activities in connection with any Discounted
Loan Prepayment provided for in this Section 2.05(a)(ii) as well as
activities of the Auction Agent.

(J) FIL shall have the right, by written notice to the Auction Agent, to
revoke in full (but not in part) its offer to make a Discounted Loan Prepayment
and rescind the applicable Discount Range Prepayment Notice or Solicited
Discounted Prepayment Notice therefor at its discretion at any time on or prior
to the applicable Discount Range Prepayment Response Date or Solicited
Discounted Prepayment Response Date (and if such offer is revoked pursuant to
the preceding clauses, any failure by FIL to make any prepayment to a Lender, as
applicable, pursuant to this Section 2.05(a)(ii) shall not constitute a
Default or Event of Default).

(b) The Company may, upon notice to the Swing Line Lender (with a copy to the
Administrative Agent), at any time or from time to time, voluntarily prepay
Swing Line Loans in whole or in part without premium or penalty; provided
that (i) such notice must be received by the Swing Line Lender and the
Administrative Agent not later than 10:00 a.m. on the date of the prepayment,
and (ii) any such prepayment shall be in a minimum principal amount of $100,000
or, if less, the entire principal amount thereof then outstanding. Each such
notice shall specify the date and amount of such prepayment. If such notice is
given by the Company, the Company shall make such prepayment and the payment
amount specified in such notice shall be due and payable on the date specified
therein.

(c) If the Administrative Agent notifies the Company at any time that the
Total Outstandings at such time exceed an amount equal to 105% of the Aggregate
Commitments then in effect, then, within two Business Days after receipt of such
notice, the Borrowers shall prepay Loans and/or the Company shall Cash
Collateralize the L/C Obligations in an aggregate amount sufficient to reduce
such Outstanding Amount as of such date of payment to an amount not to exceed
100% of the Aggregate Commitments then in effect; provided,
however, that, subject to the provisions of Section 2.03(g)(ii),
the Company shall not be required to Cash Collateralize the L/C Obligations
pursuant to this Section 2.05(c) unless after the prepayment in full of
the Loans the Total Outstandings exceed the Aggregate Commitments then in
effect. The Administrative Agent may, at any time and from time to time after
the initial deposit of such Cash Collateral, request that additional Cash
Collateral be provided in order to protect against the results of further
exchange rate fluctuations.

(d) If the Administrative Agent notifies the Company at any time that the
Outstanding Amount of all Loans denominated in Alternative Currencies at such
time exceeds an amount equal to 105% of the Alternative Currency Sublimit then
in effect, then, within two Business Days after receipt of such notice, the
Borrowers shall prepay Loans in an aggregate amount sufficient to reduce such
Outstanding Amount as of such date of payment to an amount not to exceed 100% of
the Alternative Currency Sublimit then in effect. The Administrative Agent shall
make a determination of whether an excess of the kind described in Section
2.05(c) and/or Section 2.05(d) exists from time to time at its
discretion, but shall in any event make such determination as of the last
Business Day of each calendar quarter.

2.06 Termination or Reduction of Commitments.
The Company may, upon notice to the Administrative Agent, terminate the
Aggregate Revolving Credit Commitment or from time to time permanently reduce
the Aggregate Revolving Credit Commitment; provided that (a) any such
notice shall be received by the Administrative Agent not later than 8:00 a.m.
five Business Days prior to the date of termination or reduction, (b) any such
partial reduction shall be in an aggregate amount of $10,000,000 or any whole
multiple of $1,000,000 in excess thereof, (c) the Company shall not terminate or
reduce the Aggregate Revolving Credit Commitment if, after giving effect thereto
and to any concurrent prepayments hereunder, the Total Revolving Credit
Outstandings would exceed the Aggregate Revolving Credit Commitment and (d) if,
after giving effect to any reduction of the Aggregate Revolving Credit
Commitment, the Alternative Currency Sublimit, the Letter of Credit Sublimit,
the Designated Borrower Sublimit or the Swing Line Sublimit exceeds the amount
of the Aggregate Revolving Credit Commitment, such Sublimit shall be
automatically reduced by the amount of such excess. The Administrative Agent
will promptly notify the Lenders of any such notice of termination or reduction
of the Aggregate Revolving Credit Commitment. Except as specified in clause (d)
of the second preceding sentence, the amount of any such Aggregate Revolving
Credit Commitment reduction shall not be applied to the Alternative Currency
Sublimit or the Letter of Credit Sublimit unless otherwise specified by the
Company. Any reduction of the Aggregate Revolving Credit Commitment shall be
applied to the Aggregate Revolving Credit Commitment of each Lender according to
its Applicable Percentage. All fees accrued until the effective date of any
termination of the Aggregate Revolving Credit Commitment shall be paid on the
effective date of such termination.

2.07 Repayment of Loans.

(a) FIL shall repay to the Term A Lenders the aggregate principal amount of
all Term A Loans outstanding on the following dates in the respective amounts
set forth opposite such dates (which amounts shall be reduced as a result of the
application of prepayments in accordance with the order of priority set forth in
Section 2.05(a)(i)):

Date	Amount
December 31, 2011	$	6,250,000
March 31, 2012	$	6,250,000
June 30, 2012	$	6,250,000
September 30, 2012	$	6,250,000

December 31, 2012	$	6,250,000
March 31, 2013	$	6,250,000
June 30, 2013	$	6,250,000
September 30, 2013	$	6,250,000

December 31, 2013	$	9,375,000
March 31, 2014	$	9,375,000
June 30, 2014	$	9,375,000
September 30, 2014	$	9,375,000

December 31, 2014	$	9,375,000
March 31, 2015	$	9,375,000
June 30, 2015	$	9,375,000
September 30, 2015	$	9,375,000

December 31, 2015	$	9,375,000
March 31, 2016	$	9,375,000
June 30, 2016	$	9,375,000
September 30, 2016	$	9,375,000

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

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

(c) FIL shall repay each Swing Line Loan on the earlier to occur of (i) the
date 10 Business Days after such Loan is made and (ii) the Maturity Date.

(d) FIL shall repay to the Lenders making any Incremental Term Loans the
aggregate principal amount thereof on the dates agreed pursuant to Section
2.16 or Section 2.17, as applicable.

2.08 Interest.

(a) Subject to the provisions of subsection (b) below, (i) each Eurocurrency
Rate Loan under a Facility shall bear interest on the outstanding principal
amount thereof for each Interest Period at a rate per annum equal to the
Eurocurrency Rate for such Interest Period plus the Applicable Rate for
such Facility plus (in the case of a Eurocurrency Rate Loan of any Lender
which is lent from a Lending Office in the United Kingdom or a Participating
Member State) the Mandatory Cost; (ii) each Base Rate Committed Loan shall bear
interest on the outstanding principal amount thereof from the applicable
borrowing date at a rate per annum equal to the Base Rate plus the
Applicable Rate for such Facility; and (iii) each Swing Line Loan shall bear
interest on the outstanding principal amount thereof from the applicable
borrowing date at a rate per annum equal to (A) the rate agreed by the Swing
Line Lender and the Company in respect of such borrowing (and notified to the
Administrative Agent by the Swing Line Lender) or (B) if no such rate has been
so agreed, at the Base Rate plus the Applicable Rate for the Revolving
Credit Facility.

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

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

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

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

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

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

(a) Commitment Fee. The Company shall pay to the Administrative Agent
for the account of each Revolving Credit Lender in accordance with its
Applicable Percentage, a commitment fee in Dollars equal to the Applicable Rate
times the actual daily amount by which the Aggregate Revolving Credit
Commitment exceeds the sum of (i) the Outstanding Amount of Revolving Credit
Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment
as provided in Section 2.19. The commitment fee shall accrue at all times
during the Availability Period, including at any time during which one or more
of the conditions in Article IV is not met, and shall be due and payable
quarterly in arrears on the last Business Day of each March, June, September and
December, commencing with the first such date to occur after the Closing Date,
and on the last day of the Availability Period. The commitment fee shall be
calculated quarterly in arrears, and if there is any change in the Applicable
Rate during any quarter, the actual daily amount shall be computed and
multiplied by the Applicable Rate separately for each period during such quarter
that such Applicable Rate was in effect.

(b) Other Fees.

(i) The Company shall pay to the Arrangers and the Administrative Agent for
their own respective accounts, in Dollars, fees in the amounts and at the times
specified in the Fee Letters. Such fees shall be fully earned when paid and
shall not be refundable for any reason whatsoever.

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

2.10 Computation of Interest and Fees. All
computations of interest for Base Rate Loans when the Base Rate is determined by
Bank of America153s “prime rate” shall be made on the basis of a year of 365 or
366 days, as the case may be, and actual days elapsed. All other computations of
fees and interest shall be made on the basis of a 360-day year and actual days
elapsed (which results in more fees or interest, as applicable, being paid than
if computed on the basis of a 365-day year), or, in the case of interest in
respect of Committed Loans denominated in Alternative Currencies as to which
market practice differs from the foregoing, in accordance with such market
practice. Interest shall accrue on each Loan for the day on which the Loan is
made, and shall not accrue on a Loan, or any portion thereof, for the day on
which the Loan or such portion is paid, provided that any Loan that is
repaid on the same day on which it is made shall, subject to Section
2.12(a), bear interest for one day. Each determination by the Administrative
Agent of an interest rate or fee hereunder shall be conclusive and binding for
all purposes, absent manifest error.

2.11 Evidence of Debt.

(a) The Credit Extensions made by each Lender shall be evidenced by one or
more accounts or records maintained by such Lender and by the Administrative
Agent in the

ordinary course of business. The accounts or records maintained by the
Administrative Agent and each Lender shall be conclusive absent manifest error
of the amount of the Credit Extensions made by the Lenders to the Borrowers and
the interest and payments thereon. Any failure to so record or any error in
doing so shall not, however, limit or otherwise affect the obligation of the
Borrowers hereunder to pay any amount owing with respect to the Obligations. In
the event of any conflict between the accounts and records maintained by any
Lender and the accounts and records of the Administrative Agent in respect of
such matters, the accounts and records of the Administrative Agent shall control
in the absence of manifest error. Upon the request of any Lender to a Borrower
made through the Administrative Agent, such Borrower shall execute and deliver
to such Lender (through the Administrative Agent) a Note, which shall evidence
such Lender153s Loans to such Borrower in addition to such accounts or records.
Each Lender may attach schedules to a Note and endorse thereon the date, Type
(if applicable), amount, currency and maturity of its Loans and payments with
respect thereto.

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

2.12 Payments Generally; Administrative Agent153s
Clawback.

(a) General. All payments to be made by the Borrowers shall be made
without condition or deduction for any counterclaim, defense, recoupment or
setoff. Except as otherwise expressly provided herein and except with respect to
principal of and interest on Loans denominated in an Alternative Currency, all
payments by the Borrowers hereunder shall be made to the Administrative Agent,
for the account of the respective Lenders to which such payment is owed, at the
applicable Administrative Agent153s Office in Dollars and in Same Day Funds not
later than 11:00 a.m. on the date specified herein. Except as otherwise
expressly provided herein, all payments by the Borrowers hereunder with respect
to principal and interest on Loans denominated in an Alternative Currency shall
be made to the Administrative Agent, for the account of the respective Lenders
to which such payment is owed, at the applicable Administrative Agent153s Office
in such Alternative Currency and in Same Day Funds not later than the Applicable
Time specified by the Administrative Agent on the dates specified herein.
Without limiting the generality of the foregoing, the Administrative Agent may
require that any payments due under this Agreement be made in the United States.
If, for any reason, any Borrower is prohibited by any Requirement of Law from
making any required payment hereunder in an Alternative Currency, such Borrower
shall make such payment in Dollars in the Dollar Equivalent of the Alternative
Currency payment amount. The Administrative Agent will promptly distribute to
each Lender its Applicable Percentage (or other applicable share as provided
herein) of such payment in like funds as received by wire transfer to such
Lender153s Lending Office. All payments received by the Administrative Agent (i)
after 11:00 a.m., in the case of payments in Dollars, or (ii) after the
Applicable Time specified by the Administrative Agent in the case of payments in
an Alternative Currency, shall in each case be deemed received on the next
succeeding Business Day and any applicable interest or fee shall continue to
accrue.

If any payment to be made by any Borrower shall come due on a day other than
a Business Day, payment shall be made on the next following Business Day, and
such extension of time shall be reflected in computing interest or fees, as the
case may be.

(b) (i) Funding by Lenders; Presumption by Administrative Agent.
Unless the Administrative Agent shall have received notice from a Lender prior
to the proposed date of any Committed Borrowing of Eurocurrency Rate Loans (or,
in the case of any Committed Borrowing of Base Rate Loans, prior to 12:00 noon
on the date of such Committed Borrowing) that such Lender will not make
available to the Administrative Agent such Lender153s share of such Committed
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with Section 2.02 (or, in the
case of a Committed Borrowing of Base Rate Loans, that such Lender has made such
share available in accordance with and at the time required by Section
2.02) and may, in reliance upon such assumption, make available to the
applicable Borrower a corresponding amount. In such event, if a Lender has not
in fact made its share of the applicable Committed Borrowing available to the
Administrative Agent, then the applicable Lender and the applicable Borrower
severally agree to pay to the Administrative Agent forthwith on demand such
corresponding amount in Same Day Funds with interest thereon, for each day from
and including the date such amount is made available to such Borrower to but
excluding the date of payment to the Administrative Agent, at (A) in the case of
a payment to be made by such Lender, the Overnight Rate, plus any
administrative, processing or similar fees customarily charged by the
Administrative Agent in connection with the foregoing, and (B) in the case of a
payment to be made by such Borrower, the interest rate applicable to Base Rate
Loans (which payment, for the avoidance of doubt, shall be in lieu of any other
interest (other than interest at the Default Rate, if applicable) relating to
such portion of the relevant Committed Borrowing). If such Borrower and such
Lender shall pay such interest to the Administrative Agent for the same or an
overlapping period, the Administrative Agent shall promptly remit to such
Borrower the amount of such interest paid by such Borrower for such period. If
such Lender pays its share of the applicable Committed Borrowing to the
Administrative Agent, then the amount so paid shall constitute such Lender153s
Committed Loan included in such Committed Borrowing. Any payment by such
Borrower shall be without prejudice to any claim such Borrower may have against
a Lender that shall have failed to make such payment to the Administrative
Agent.

(ii) Payments by Borrowers; Presumptions by Administrative Agent.
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 the L/C Issuer hereunder that such Borrower will not
make such payment, the Administrative Agent may assume that such Borrower has
made such payment on such date in accordance herewith and may, in reliance upon
such assumption, distribute to the Appropriate Lenders or the L/C Issuer, as the
case may be, the amount due. In such event, if such Borrower has not in fact
made such payment, then each of the Appropriate Lenders or the L/C Issuer, as
the case may be, severally agrees to repay to the Administrative Agent forthwith
on demand the amount so distributed to such Lender or the L/C Issuer, in Same
Day Funds with interest thereon, for each day from and including the date such
amount is distributed to it to but excluding the date of payment to the
Administrative Agent, at the Overnight Rate. A notice of the Administrative
Agent to any Lender or Borrower with respect to any amount owing under this
subsection (b) shall be conclusive, absent manifest error.

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

(d) Obligations of Lenders Several. The obligations of the Lenders
hereunder to make Term Loans and Revolving Credit Loans, to fund participations
in Letters of Credit and Swing Line Loans and to make payments pursuant to
Section 10.04(c) are several and not joint. The failure of any Lender to
make any Committed Loan, to fund any such participation or to make any payment
under Section 10.04(c) on any date required hereunder shall not relieve
any other Lender of its corresponding obligation to do so on such date, and no
Lender shall be responsible for the failure of any other Lender to so make its
Committed Loan, to purchase its participation or to make its payment under
Section 10.04(c).

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

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

2.13 Sharing of Payments by Lenders. If any
Lender shall, by exercising any right of setoff or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of the
Committed Loans made by it, or the participations in L/C Obligations or in Swing
Line Loans held by it resulting in such Lender153s receiving payment of a
proportion of the aggregate amount of such Committed Loans or participations and
accrued interest thereon greater than its pro rata share thereof
as provided herein, then the Lender receiving such greater proportion shall (a)
notify the Administrative Agent of such fact, and (b) purchase (for cash at face
value) participations in the Committed Loans and subparticipations in L/C
Obligations and Swing Line Loans of the other Lenders, or make such other
adjustments as shall be equitable, so that the benefit of all such payments
shall be shared by the Lenders ratably in accordance with the aggregate amount
of principal of and accrued interest on their respective Committed Loans and
other amounts owing them, provided that:

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

(ii) the provisions of this Section shall not be construed to apply to (x)
any payment made by or on behalf of a Borrower pursuant to and in accordance
with the express terms of this Agreement (including the application of funds
arising from the existence of a Defaulting Lender or a prepayment in accordance
with Section 2.05(a)(ii)), (y) the application of Cash Collateral
provided for in Section 2.18, or (z) any payment obtained by a Lender as
consideration for the assignment of or sale of a participation in any of its
Committed Loans or subparticipations in L/C Obligations or Swing Line Loans to
any assignee or participant, other than to the Company or any Subsidiary thereof
in a transaction not in compliance with Section 2.05(a)(ii) (as to which
the provisions of this Section 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 setoff 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.

2.14 Designated Borrowers.

(a) Effective as of the date hereof each of the Subsidiaries identified on
Schedule 2.14 shall be a “Designated Borrower” hereunder and may receive
Revolving Credit Loans for its account on the terms and conditions set forth in
this Agreement.

(b) The Company may at any time, upon not less than 15 Business Days153 notice
from the Company to the Administrative Agent (or such shorter period as may be
agreed by the Administrative Agent in its sole discretion), nominate any
additional Wholly-Owned Subsidiary of the Company (an “Applicant
Borrower“) as a Designated Borrower to receive Revolving Credit Loans and
obtain Letters of Credit for its account hereunder by delivering to the
Administrative Agent (which shall promptly deliver counterparts thereof to each
Revolving Credit Lender) a duly executed notice and agreement in substantially
the form of Exhibit H (a “Designated Borrower Request and Assumption
Agreement“). The parties hereto acknowledge and agree that prior to any
Applicant Borrower becoming entitled to utilize the credit facilities provided
for herein the Administrative Agent and the Revolving Credit Lenders shall have
received such supporting resolutions, incumbency certificates, opinions of
counsel and other documents or information, in form, content and scope
reasonably satisfactory to the Administrative Agent, as may be required by the
Administrative Agent or any Revolving Credit Lender in their sole discretion,
and Notes signed by such new Borrowers to the extent any Revolving Credit
Lenders so require. Following the giving of any notice pursuant to this
Section 2.14(b), if the designation of such Designated Borrower obligates
the Administrative Agent or any Revolving Credit Lender to comply with “know
your customer” or similar identification procedures in circumstances where the
necessary information is not already available to it, the Company shall,
promptly upon the request of the Administrative Agent or any Revolving Credit
Lender, supply such documentation and other evidence as is reasonably requested
by the Administrative Agent or any Revolving Credit Lender in order for the
Administrative Agent or such Revolving Credit Lender to carry out and be
satisfied it has complied with the results of all necessary “know your customer”
or other similar checks under all applicable laws and regulations. If the
Administrative Agent and each of the Revolving Credit Lenders agree that an

Applicant Borrower shall be entitled to receive Loans hereunder, then
promptly following receipt of all such requested resolutions, incumbency
certificates, opinions of counsel and other documents or information, the
Administrative Agent shall send a notice in substantially the form of
Exhibit I (a “Designated Borrower Notice“) to the Company and the
Revolving Credit Lenders specifying the effective date upon which the Applicant
Borrower shall constitute a Designated Borrower for purposes hereof, whereupon
each of the Lenders agrees to permit such Designated Borrower to receive
Revolving Credit Loans and obtain Letters of Credit for its account hereunder,
on the terms and conditions set forth herein, and each of the parties agrees
that such Designated Borrower otherwise shall be a Borrower for all purposes of
this Agreement; provided that no Committed Loan Notice or Letter of
Credit Application may be submitted by or on behalf of such Designated Borrower
until the date five Business Days after such effective date.

(c) The Obligations under this Agreement of all Designated Borrowers that are
Domestic Subsidiaries shall be joint and several in nature. The Obligations
under this Agreement of all Designated Borrowers that are Foreign Subsidiaries
shall be several in nature.

(d) Each Subsidiary of the Company that is or becomes a “Designated Borrower”
pursuant to this Section 2.14 hereby irrevocably appoints the Company as
its agent for all purposes relevant to this Agreement and each of the other Loan
Documents, including (i) the giving and receipt of notices, (ii) the execution
and delivery of all documents, instruments and certificates contemplated herein
and all modifications hereto, and (iii) except as otherwise requested by a
Designated Borrower in the applicable Committed Loan Notice, the receipt of the
proceeds of any Loans made by the Lenders to any such Designated Borrower
hereunder. Any acknowledgment, consent, direction, certification or other action
which might otherwise be valid or effective only if given or taken by all
Borrowers, or by each Borrower acting singly, shall be valid and effective if
given or taken only by the Company, whether or not any such other Borrower joins
therein. Any notice, demand, consent, acknowledgement, direction, certification
or other communication delivered to the Company in accordance with the terms of
this Agreement shall be deemed to have been delivered to each Designated
Borrower.

(e) The Company may from time to time, upon not less than 15 Business Days153
notice from the Company to the Administrative Agent (or such shorter period as
may be agreed by the Administrative Agent in its sole discretion), terminate a
Designated Borrower153s status as such, provided that there are no
outstanding Loans payable by such Designated Borrower, or other amounts payable
by such Designated Borrower on account of any Loans made to it, as of the
effective date of such termination. The Administrative Agent will promptly
notify the Lenders of any such termination of a Designated Borrower153s status.

2.15 Increase in Revolving Credit Facility.

(a) Request for Increase. Provided there exists no Default, upon
notice to the Administrative Agent (which shall promptly notify the Lenders),
the Company may from time to time request an increase in the Aggregate Revolving
Credit Commitment by an amount (for all such requests together) not exceeding
the Maximum Increase Amount; provided that (i) any such request for an
increase shall be in a minimum amount of $25,000,000, and (ii) the Company may
make a maximum of five such requests. At the time of sending such notice, the
Company (in

consultation with the Administrative Agent) shall specify the time period
within which each Lender is requested to respond (which shall in no event be
less than ten Business Days from the date of delivery of such notice to the
Lenders).

(b) Lender Elections to Increase. Each Lender shall notify the
Administrative Agent within such time period whether or not it agrees to
increase its Commitment and, if so, whether by an amount equal to, greater than,
or less than its Applicable Percentage of such requested increase. Any Lender
not responding within such time period shall be deemed to have declined to
increase its Commitment.

(c) Notification by Administrative Agent; Additional Lenders. The
Administrative Agent shall notify the Company and each Lender of the Lenders153
responses to each request made hereunder. To achieve the full amount of a
requested increase and subject to the approval of the Administrative Agent, the
L/C Issuer and the Swing Line Lender (which approvals shall not be unreasonably
withheld), the Company may also invite additional Eligible Assignees to become
Lenders pursuant to a joinder agreement in form and substance satisfactory to
the Administrative Agent and its counsel.

(d) Effective Date and Allocations. If the Aggregate Commitments are
increased in accordance with this Section, the Administrative Agent and the
Company shall determine the effective date (the “Increase Effective
Date“) and the final allocation of such increase. The Administrative Agent
shall promptly notify the Company and the Lenders of the final allocation of
such increase and the Increase Effective Date.

(e) Conditions to Effectiveness of Increase. As a condition precedent
to such increase, the Company shall deliver to the Administrative Agent a
certificate of each Loan Party dated as of the Increase Effective Date signed by
a Responsible Officer of such Loan Party (i) certifying and attaching the
resolutions adopted by such Loan Party approving or consenting to such increase,
and (ii) in the case of the Company, certifying that, before and after giving
effect to such increase, (A) the representations and warranties (1) of the
Borrowers contained in Article V and (2) of each Loan Party contained in
each other Loan Document or in any document furnished at any time under or in
connection herewith or therewith, are (x) in the case of representations and
warranties that are qualified as to materiality, true and correct, and (y) in
the case of representations and warranties that are not qualified as to
materiality, true and correct in all material respects, in each case on and as
of the date of the Increase Effective Date, except to the extent that such
representations and warranties specifically refer to an earlier date, in which
case they are true and correct or true and correct in all material respects, as
the case may be, as of such earlier date; provided that the representations and
warranties contained in Section 5.09 shall be deemed to refer to the most
recent Financial Statements furnished pursuant to subsections (a) and
(b) of Section 6.01, and (B) no Default exists. The Borrowers
shall prepay any Committed Loans outstanding on the Increase Effective Date (and
pay any additional amounts required pursuant to Section 3.05) to the
extent necessary to keep the outstanding Committed Loans ratable with any
revised Applicable Percentages arising from any nonratable increase in the
Commitments under this Section.

(f) Conflicting Provisions. This Section shall supersede any
provisions in Section 2.13 or 10.01 to the contrary.

2.16 Increase in Term A Facility.

(a) Request for Increase. Provided there exists no Default, upon
notice to the Administrative Agent (which shall promptly notify the Term A
Lenders), the Company may from time to time, request an increase in the Term A
Loans by an amount (for all such requests) not exceeding the Maximum Increase
Amount; provided that any such request for an increase shall be in a minimum
amount of $25,000,000. At the time of sending such notice, the Company (in
consultation with the Administrative Agent) shall specify the time period within
which each Term A Lender is requested to respond (which shall in no event be
less than ten Business Days from the date of delivery of such notice to the Term
A Lenders).

(b) Lender Elections to Increase. Each Term A Lender shall notify the
Administrative Agent within such time period whether or not it agrees to
increase its Term A Loans and, if so, whether by an amount equal to, greater
than, or less than its ratable portion (based on such Term A Lender153s Applicable
Percentage in respect of the Term A Facility) of such requested increase. Any
Term A Lender not responding within such time period shall be deemed to have
declined to increase its Term A Loans.

(c) Notification by Administrative Agent; Additional Term A Lenders;
Amendments. The Administrative Agent shall notify the Company and each Term
A Lender of the Term A Lenders153 responses to each request made hereunder. To
achieve the full amount of a requested increase, and subject to the approval of
the Administrative Agent (which approval shall not be unreasonably withheld),
the Company may also invite additional Eligible Assignees to become Term A
Lenders pursuant to a joinder agreement in form and substance reasonably
satisfactory to the Administrative Agent and its counsel. Notwithstanding
anything in this Agreement to the contrary, in connection with any increase
hereunder, this Agreement and the other Loan Documents may be amended in a
writing executed and delivered by the Company, the Administrative Agent, the
Lenders participating in such increase (without any further consent of Required
Lenders or Required Term A Lenders that would otherwise be required under
Section 10.01) to reflect any changes (including, without limitation,
changes to Section 10.01 and the definitions related thereto) necessary
to give effect to such increase in accordance with its terms as set forth
herein.

(d) Effective Date and Allocations. If the Term A Loans are increased
in accordance with this Section, the Administrative Agent and the Company shall
determine the effective date (the “Term Increase Effective Date“) and the
final allocation of such increase. The Administrative Agent shall promptly
notify the Company and the Term A Lenders of the final allocation of such
increase and the Term Increase Effective Date. As of the Term Increase Effective
Date, the amortization schedule for the Term Loans set forth in Section
2.07(a) shall be amended to ratably increase the then-remaining unpaid
installments of principal in accordance with the amounts in effect immediately
prior to the Term Increase Effective Date. Such amendment may be executed and
delivered by the Administrative Agent and the Loan Parties without the consent
of any other party.

(e) Conditions to Effectiveness of Increase. Notwithstanding the
foregoing, no increase to the Term A Facility shall become effective under this
Section 2.16 unless (i) on the date of such effectiveness, the conditions
set forth in Sections 4.02(a) and 4.02(b) shall be

satisfied and the Administrative Agent shall have received a certificate to
that effect dated such date and executed by a Responsible Officer of the
Company, (ii) after giving effect to such increase, (A) the Company would be in
compliance, on a pro forma basis, with the covenants set forth in Section
7.12 and (B) no Default has occurred and is continuing or would result
therefrom, and the Administrative Agent shall have received a certificate to
that effect dated the Term Increase Effective Date and executed by a Responsible
Officer of the Company, (iii) all reasonable fees and expenses owing to the
Administrative Agent and the Term Lenders shall have been paid and (iv) the
Administrative Agent shall have received legal opinions, board resolutions and
other closing certificates reasonably requested by the Administrative Agent and
substantially consistent with those delivered on the Closing Date under
Section 4.01.

(f) Conflicting Provisions. This Section shall supersede any
provisions in Section 2.13 or 10.01 to the contrary.

2.17 New Term Facilities.

(a) Request for New Term Facility. Provided there exists no Default,
upon notice to the Administrative Agent, the Company may from time to time on or
after the Closing Date request a new tranche or tranches of term loans (“New
Term Loans“) in an aggregate amount (for all such requests) not exceeding
the Maximum Increase Amount; provided that (i) any such request for New Term
Loans shall be in a minimum amount of $25,000,000, (ii) the maturity date and
weighted average life to maturity (as of the effective date of the New Term
Loans) of such New Term Loans shall be no earlier than, or shorter than, as the
case may be, the latest Maturity Date and weighted average life to maturity (as
of the effective date of the New Term Loans), as the case may be, of the Term
Facility, (iii) the interest rate margins applicable to the New Term Loans shall
be determined by the Company and the lenders thereof, provided that in the event
the interest rate margins (other than as a result of the imposition of default
interest) for any New Term Loan are higher than the interest rate margins for
the Term A Loans by more than 0.50%, then the interest rate margins for the Term
A Loans shall be increased to the extent necessary so that such interest rate
margins shall be equal to the interest rate margins for such New Term Loans,
minus 0.50%; provided further that, in determining the interest
rate margins applicable to the New Term Loans and the Term A Loans (A) original
issue discount or upfront fees (which shall be deemed to constitute like amounts
of original issue discount) payable or paid, as the case may be, by any Loan
Party to the lenders of Term A Loans or New Term Loans, as the case may be, in
the initial primary syndication thereof shall be included (with original issue
discount being equated to interest based on assumed 4-year life to maturity),
(B) customary arrangement, structuring, underwriting or commitment fees (or
similar fee, however denominated) payable or paid, as the case may be, to any of
the Arrangers (or their affiliates) in connection with Term A Loans or New Term
Loans, as the case may be, or to one or more arrangers (or their affiliates)
thereof shall be excluded and (C) if there is a eurodollar rate floor or base
rate floor applicable to the New Term Loans that is greater than such floor
applicable to the Term A Loans, such increased amount at the time of such
determination shall be equated to an increase in the interest rate margin for
purposes of determining whether the interest rate margins for any New Term Loans
are higher than the applicable interest rate margins for the Term A Loans, (iv)
such New Term Loans rank pari passu in right of payment and security with the
Term A Loans and the Revolving Credit Facility, (v) such New Term Loans share
ratably in any prepayment with the Term A Loans, and (vi) such New Term Loans
are on the same terms and

conditions as those set forth in this Agreement, except as set forth in
clause (ii) or (iii) above or to the extent reasonably
satisfactory to the Administrative Agent.

(b) Proposed Lenders. Any proposed New Term Loans may be requested
from existing Lenders, new prospective lenders who are Eligible Assignees or a
combination thereof, as selected by, and with such allocations of committed
amounts as may be determined by, the lead arranger(s) thereof and/or the
Company, provided that any New Term Loans made by an Eligible Assignee
shall be in a principal amount of $1,000,000 or an integral multiple of $500,000
in excess thereof. Any Lender approached to provide all or a portion of the New
Term Loans may elect or decline, in its sole discretion, to provide New Term
Loans.

(c) Notification by Administrative Agent; Amendments. The
Administrative Agent shall promptly notify the Company and the Lenders of the
amount and effective date (the “New Term Loans Funding Date“) of any New
Term Loan. Notwithstanding anything in this Agreement to the contrary, in
connection with any New Term Loan, this Agreement and the other Loan Documents
may be amended in a writing executed and delivered by the Company and the
Administrative Agent (without any further consent of Required Revolving Lenders
or Required Term A Lenders that would otherwise be required under Section
10.01) to reflect any changes (including, without limitation, changes to
Section 10.01 and the definitions related thereto) necessary to give
effect to such New Term Loan in accordance with its terms as set forth herein,
which may include the addition of such New Term Loans as a separate facility,
permit sharing set forth in Section 2.13 in a manner consistent with the
treatment hereunder of the Term A Facility, and to otherwise (subject to the
proviso to Section 2.17(a)) treat such New Term Loans in a manner
consistent with the Term A Loans.

(d) Conditions to Effectiveness of New Advances. Notwithstanding the
foregoing, no New Term Loans shall be made hereunder unless (i) on the New Term
Loans Funding Date, the conditions set forth in Sections 4.02(a) and
4.02(b) shall be satisfied and the Administrative Agent shall have
received a certificate to that effect dated such date and executed by a
Responsible Officer of the Company, (ii) after giving effect to the borrowing of
such New Term Loans, (A) the Company would be in compliance, on a pro forma
basis, with the covenants set forth in Section 7.12 and (B) no Default
has occurred and is continuing or would result therefrom, and the Administrative
Agent shall have received a certificate to that effect dated the New Term Loans
Funding Date and executed by a Responsible Officer of the Company, (iii) all
reasonable fees and expenses owing to the Administrative Agent and the lenders
providing the New Term Loans shall have been paid and (iv) the Administrative
Agent shall have received legal opinions, board resolutions and other closing
certificates reasonably requested by the Administrative Agent and substantially
consistent with those delivered on the Closing Date under Section 4.01.

(e) Conflicting Provisions. This Section shall supersede any
provisions in Section 2.13 or 10.01 to the contrary.

2.18 Cash Collateral.

(a) Certain Credit Support Events. At any time that there shall exist
a Defaulting Lender, immediately upon the request of the Administrative Agent,
the L/C Issuer or

the Swing Line Lender, the applicable Borrower shall deliver to the
Administrative Agent Cash Collateral in an amount sufficient to cover all
Fronting Exposure (after giving effect to Section 2.19(a)(iv) and any
Cash Collateral provided by the Defaulting Lender).

(b) Grant of Security Interest. All Cash Collateral (other than credit
support not constituting funds subject to deposit) provided pursuant to
Section 2.18(a) or any other section of this Agreement shall be
maintained in blocked, non-interest bearing deposit accounts at Bank of America.
The applicable Borrower, and to the extent provided by any Lender, such Lender,
hereby grants to (and subjects to the control of) the Administrative Agent, for
the benefit of the Administrative Agent, the L/C Issuer and the Lenders
(including the Swing Line Lender), and agrees to maintain, a first priority
security interest in all such cash, deposit accounts and all balances therein,
and all other property so provided as collateral pursuant hereto, and in all
proceeds of the foregoing, all as security for the obligations to which such
Cash Collateral may be applied pursuant to Section 2.18(c). If at any
time the Administrative Agent determines that Cash Collateral is subject to any
right or claim of any Person other than the Administrative Agent as herein
provided, or that the total amount of such Cash Collateral is less than the
applicable Fronting Exposure and other obligations secured thereby, the
applicable Borrower or the relevant Defaulting Lender will, promptly upon demand
by the Administrative Agent, pay or provide to the Administrative Agent
additional Cash Collateral in an amount sufficient to eliminate such deficiency.

(c) Application. Notwithstanding anything to the contrary contained in
this Agreement, Cash Collateral provided under any provision hereof in respect
of Letters of Credit or Swing Line Loans shall be held and applied to the
satisfaction of the specific L/C Obligations, Swing Line Loans, obligations to
fund participations therein (including, as to Cash Collateral provided by a
Defaulting Lender, any interest accrued on such obligation) and other
obligations for which the Cash Collateral was so provided, prior to any other
application of such property as may be provided for herein.

(d) Release. Cash Collateral (or the appropriate portion thereof)
provided to reduce Fronting Exposure or other obligations shall be released
promptly following (i) the elimination of the applicable Fronting Exposure or
other obligations giving rise thereto (including by the termination of
Defaulting Lender status of the applicable Lender (or, as appropriate, its
assignee following compliance with Section 10.06(b)(vi))) or (ii) the
Administrative Agent153s good faith determination that there exists excess Cash
Collateral; provided, however, (x) that Cash Collateral furnished by or
on behalf of a Loan Party shall not be released during the continuance of a
Default or Event of Default (and following application as provided in this
Section 2.18 may be otherwise applied in accordance with Section
8.03), and (y) the Person providing Cash Collateral and the L/C Issuer or
Swing Line Lender, as applicable, may agree that Cash Collateral shall not be
released but instead held to support future anticipated Fronting Exposure or
other obligations.

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

(i) Waivers and Amendments. That Defaulting Lender153s right to approve
or disapprove any amendment, waiver or consent with respect to this Agreement
shall be restricted as set forth in Section 10.01.

(ii) Reallocation of Payments. Any payment of principal, interest,
fees or other amounts received by the Administrative Agent for the account of
that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to
Article VIII or otherwise, and including any amounts made available to
the Administrative Agent by that Defaulting Lender pursuant to Section
10.08), shall be applied at such time or times as may be determined by the
Administrative Agent as follows: first, to the payment of any amounts
owing by that Defaulting Lender to the Administrative Agent hereunder;
second, to the payment on a pro rata basis of any amounts owing by that
Defaulting Lender to the L/C Issuer or Swing Line Lender hereunder;
third, if so determined by the Administrative Agent or requested by the
L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future
funding obligations of that Defaulting Lender of any participation in any Swing
Line Loan or Letter of Credit; fourth, as the Company may request (so
long as no Default or Event of Default exists), to the funding of any Loan in
respect of which that Defaulting Lender has failed to fund its portion thereof
as required by this Agreement, as determined by the Administrative Agent;
fifth, if so determined by the Administrative Agent and the Company, to
be held in a non-interest bearing deposit account and released in order to
satisfy obligations of that Defaulting Lender to fund Loans under this
Agreement; sixth, to the payment of any amounts owing to the Lenders,
the L/C Issuer or Swing Line Lender as a result of any judgment of a court of
competent jurisdiction obtained by any Lender, the L/C Issuer or Swing Line
Lender against that Defaulting Lender as a result of that Defaulting Lender153s
breach of its obligations under this Agreement; seventh, so long as no
Default or Event of Default exists, to the payment of any amounts owing to the
Borrowers as a result of any judgment of a court of competent jurisdiction
obtained by such Borrower against that Defaulting Lender as a result of that
Defaulting Lender153s breach of its obligations under this Agreement; and
eighth, to that Defaulting Lender or as otherwise directed by a court
of competent jurisdiction; provided that if (A) such payment is a payment
of the principal amount of any Loans or L/C Borrowings in respect of which that
Defaulting Lender has not fully funded its appropriate share and (B) such Loans
or L/C Borrowings were made at a time when the conditions set forth in
Section 4.02 were satisfied or waived, such payment shall be applied
solely to pay the Loans of, and L/C Borrowings owed to, all non-Defaulting
Lenders on a pro rata basis prior to being applied to the payment of any Loans
of, or L/C Borrowings owed to, that Defaulting Lender. Any payments, prepayments
or other amounts paid or payable to a Defaulting Lender that are applied (or
held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral
pursuant to this Section 2.19(a)(ii) shall be deemed paid to and
redirected by that Defaulting Lender, and each Lender irrevocably consents
hereto.

(iii) Certain Fees. That Defaulting Lender (A) shall not be entitled
to receive any commitment fee pursuant to Section 2.09(a) for any period
during which that Lender is a Defaulting Lender (and the Borrower shall not be
required to pay any such fee that otherwise would have been required to have
been paid to that Defaulting Lender) for any period during which that Lender is
a Defaulting Lender and (B) shall be limited in its right to receive Letter of
Credit Fees as provided in Section 2.03(i).

(iv) Reallocation of Applicable Percentages to Reduce Fronting
Exposure. During any period in which there is a Defaulting Lender, for
purposes of computing the amount of the obligation of each non-Defaulting Lender
to acquire, refinance or fund participations in Letters of Credit or Swing Line
Loans pursuant to Sections 2.03 and 2.04, the “Applicable
Percentage” of each non-Defaulting Lender shall be computed without giving
effect to the Commitment of that Defaulting Lender; provided, that, (A)
each such reallocation shall be given effect only if, at the date the applicable
Lender becomes a Defaulting Lender, the conditions set forth in Section 4.02 (a)
and (b) are satisfied (and, unless the Company shall have otherwise notified the
Administrative Agent at such time, the Company shall be deemed to have
represented and warranted that such conditions are satisfied at such time); and
(B) the aggregate obligation of each non-Defaulting Lender to acquire, refinance
or fund participations in Letters of Credit and Swing Line Loans shall not
exceed the positive difference, if any, of (1) the Commitment of that
non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the
Committed Loans of that Lender.

(b) Defaulting Lender Cure. If the Company, the Administrative Agent,
Swing Line Lender and the L/C Issuer agree in writing in their sole discretion
that a Defaulting Lender should no longer be deemed to be a Defaulting Lender,
the Administrative Agent will so notify the parties hereto, whereupon as of the
effective date specified in such notice and subject to any conditions set forth
therein (which may include arrangements with respect to any Cash Collateral),
that Lender will, to the extent applicable, purchase that portion of outstanding
Loans of the other Lenders or take such other actions as the Administrative
Agent may determine to be necessary to cause the Committed Loans and funded and
unfunded participations in Letters of Credit and Swing Line Loans to be held on
a pro rata basis by the Lenders in accordance with their Applicable Percentages
(without giving effect to Section 2.19(a)(iv)), whereupon that Lender
will cease to be a Defaulting Lender; provided that no adjustments will
be made retroactively with respect to fees accrued or payments made by or on
behalf of the Borrower while that Lender was a Defaulting Lender; and
provided, further, that except to the extent otherwise expressly
agreed by the affected parties, no change hereunder from Defaulting Lender to
Lender will constitute a waiver or release of any claim of any party hereunder
arising from that Lender153s having been a Defaulting Lender.

ARTICLE III.
TAXES, YIELD PROTECTION AND ILLEGALITY

3.01 Taxes.

(a) L/C Issuer. For purposes of this Section 3.01, the term
“Lender” includes any L/C Issuer.

(b) Payments Free of Taxes. Any and all payments by or on account of
any obligation of any Borrower under any Loan Document shall be made without
deduction or withholding for any Taxes, except as required by applicable
Governmental Rules. If any applicable Governmental Rule requires the deduction
or withholding of any Tax from any such payment, then the applicable Borrower
and the Administrative Agent shall be entitled to make such deduction or
withholding and shall timely pay the full amount deducted or withheld to the
relevant Governmental Authority in accordance with applicable Governmental Rule
and, if such Tax is an Indemnified Tax, then the sum payable by the applicable
Borrower shall be increased as necessary so that after such deduction or
withholding has been made (including such deductions and withholdings applicable
to additional sums payable under this Section) the applicable Recipient receives
an amount equal to the sum it would have received had no such deduction or
withholding been made.

(c) Payment of Other Taxes by the Borrowers. The Borrowers shall
timely pay to the relevant Governmental Authority in accordance with applicable
Governmental Rule, or at the option of the Administrative Agent timely reimburse
it for the payment of, any Other Taxes.

(d) Indemnification by the Borrowers. The Borrowers shall indemnify
each Recipient, within 10 days after demand therefor, for the full amount of any
Indemnified Taxes and Other Taxes (including Indemnified Taxes imposed or
asserted on or attributable to amounts payable under this Section) payable or
paid by such Recipient or required to be withheld or deducted from a payment to
such Recipient and any 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. Each Borrower shall also,
and does hereby, indemnify the Administrative Agent, and shall make payment in
respect thereof within 10 days after demand therefor, for any amount which a
Lender for any reason fails to pay indefeasibly to the Administrative Agent as
required by Section 3.01(e) so long as the Administrative Agent shall
have in good faith made a written demand upon such Lender for the applicable
payment and such payment demand has not been satisfied in full by the applicable
Lender within 30 days after such written demand. In the event of a payment to
the Administrative Agent by a Borrower pursuant to the preceding sentence, upon
the request of a Borrower, the Administrative Agent shall execute and deliver
such documents or instruments as the applicable Borrower may reasonably request
to assign to the applicable Borrower any claims that the Administrative Agent
may have against the applicable Lender with respect to the payments to the
Administrative Agent that were required to have been made pursuant to
Section 3.01(e) below (including the right of set off provided in the
last sentence of Section 3.01(e) below). A certificate as to the amount
of such payment or liability delivered to the Company by a Lender (with a copy
to the Administrative Agent), or by the Administrative Agent on its own behalf
or on behalf of a Lender, shall be conclusive absent manifest error.

(e) Indemnification by the Lenders. Each Lender shall severally
indemnify the Administrative Agent, within 10 days after demand therefor, for
(i) any Indemnified Taxes or Other Taxes attributable to such Lender (but only
to the extent that any Borrower has not already indemnified the Administrative
Agent for such Indemnified Taxes or Other Taxes and without limiting the
obligation of the Borrowers to do so), (ii) any Taxes attributable to such
Lender153s failure to comply with the provisions of Section 10.06(d)
relating to the maintenance of a

Participant Register and (iii) any Excluded Taxes attributable to such
Lender, in each case, that are payable or paid by the Administrative Agent in
connection with any Loan Document, and any reasonable expenses arising therefrom
or with respect thereto, whether or not such Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority. A certificate as to
the amount of such payment or liability delivered to any Lender by the
Administrative Agent shall be conclusive absent manifest error. Each Lender
hereby authorizes the Administrative Agent to set off and apply any and all
amounts at any time owing to such Lender under any Loan Document or otherwise
payable by the Administrative Agent to the Lender from any other source against
any amount due to the Administrative Agent under this paragraph (e).

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

(g) Status of Lenders. (i) Any Lender that is entitled to an exemption
from or reduction of withholding Tax with respect to payments made under any
Loan Document shall deliver to the Company and the Administrative Agent
(provided that the Administrative Agent shall be under no obligation to so
request), at the time or times reasonably requested by the Company or the
Administrative Agent, such properly completed and executed documentation
reasonably requested by the Company or the Administrative Agent as will permit
such payments to be made without withholding or at a reduced rate of
withholding. In addition, any Lender, if reasonably requested by the Company or
the Administrative Agent, shall deliver such other documentation prescribed by
applicable law or reasonably requested by the Company or the Administrative
Agent as will enable the Company or the Administrative Agent to determine
whether or not such Lender is subject to backup withholding or information
reporting requirements. Notwithstanding anything to the contrary in the
preceding two sentences, the completion, execution and submission of such
documentation (other than such documentation set forth in Section
3.01(g)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the
Lender153s reasonable judgment such completion, execution or submission would
subject such Lender to any material unreimbursed cost or expense or would
materially prejudice the legal or commercial position of such Lender.

(ii) Without limiting the generality of the foregoing, in the event that a
Borrower is a U.S. Borrower,

(A) any Lender that is a U.S. Person shall deliver to the Company and the
Administrative Agent on or prior to the date on which such Lender becomes a
Lender under this Agreement (and from time to time thereafter upon the
reasonable request of the Company or the Administrative Agent), executed
originals of IRS Form W-9 certifying that such Lender is exempt from U.S.
federal backup withholding tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so,
deliver to the Company and the Administrative Agent (in such number of copies as
shall be requested by the recipient) on or prior to the date on which such
Foreign Lender becomes a Lender under this Agreement (and from time to time
thereafter upon the reasonable request of the Company or the Administrative
Agent), whichever of the following is applicable:

(1) in the case of a Foreign Lender claiming the benefits of an income tax
treaty to which the United States is a party (x) with respect to payments of
interest under any Loan Document, executed originals of IRS Form W-8BEN
establishing an exemption from, or reduction of, U.S. federal withholding Tax
pursuant to the “interest” article of such tax treaty and (y) with respect to
any other applicable payments under any Loan Document, IRS Form W-8BEN
establishing an exemption from, or reduction of, U.S. federal withholding Tax
pursuant to the “business profits” or “other income” article of such tax treaty;

(2) executed originals of IRS Form W-8ECI;

(3) in the case of a Foreign Lender claiming the benefits of the exemption
for portfolio interest under Section 881(c) of the Code, (x) a certificate
substantially in the form of Exhibit K-1 to the effect that such Foreign Lender
is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10
percent shareholder” of the applicable Borrower within the meaning of Section
881(c)(3)(B) of the Code, or a CFC described in Section 881(c)(3)(C) of the Code
(a “U.S. Tax Compliance Certificate“) and (y) executed originals of IRS
Form W-8BEN; or

(4) to the extent a Foreign Lender is not the beneficial owner, executed
originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a
U.S. Tax Compliance Certificate substantially in the form of Exhibit L-2
or Exhibit L-3, IRS Form W-9, and/or other certification documents from
each beneficial owner, as applicable; provided that if the Foreign Lender
is a partnership and one or more direct or indirect partners of such Foreign
Lender are claiming the portfolio interest exemption, such Foreign Lender may
provide a U.S. Tax Compliance Certificate substantially in the form of
Exhibit L-4 on behalf of each such direct and indirect partner;

(C) any Foreign Lender shall, to the extent it is legally entitled to do so,
deliver to the Company and the Administrative Agent (in such number of copies as
shall be requested by the recipient) on or prior to the date on which such
Foreign Lender becomes a Lender under this Agreement (and from time to time
thereafter upon the reasonable request of the Company or the Administrative

Agent), executed originals of any other form prescribed by applicable
Governmental Rule as a basis for claiming exemption from or a reduction in U.S.
federal withholding Tax, duly completed, together with such supplementary
documentation as may be prescribed by applicable Governmental Rule to permit the
Company or the Administrative Agent to determine the withholding or deduction
required to be made; and

(D) if a payment made to a Lender under any Loan Document would be subject to
U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to
comply with the applicable reporting requirements of FATCA (including those
contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender
shall deliver to the Company and the Administrative Agent at the time or times
prescribed by law and at such time or times reasonably requested by the Company
or the Administrative Agent such documentation prescribed by applicable
Governmental Rule (including as prescribed by Section 1471(b)(3)(C)(i) of the
Code) and such additional documentation reasonably requested by the Company or
the Administrative Agent as may be necessary for the Company and the
Administrative Agent to comply with their obligations under FATCA and to
determine that such Lender has complied with such Lender153s obligations under
FATCA or to determine the amount to deduct and withhold from such payment.
Solely for purposes of this clause (D), “FATCA” shall include any amendments
made to FATCA after the date of this Agreement.

(iii) Each Lender agrees that if any form or certification it previously
delivered expires or becomes obsolete or inaccurate in any respect, it shall
update such form or certification or promptly notify the Company and the
Administrative Agent in writing of its legal inability to do so. Each Lender
shall promptly take such steps (at the cost and expense of the Company) as shall
not be materially disadvantageous to it, in the reasonable judgment of such
Lender, and as may be reasonably necessary (including the re-designation of its
Lending Office) to avoid any requirement of applicable Requirements of Law of
any such jurisdiction that any Borrower make any deduction or withholding for
taxes from amounts payable to such Lender. Additionally, each Borrower shall
promptly deliver to the Administrative Agent or any Lender, as the
Administrative Agent or such Lender shall reasonably request, on or prior to the
Closing Date, and in a timely fashion thereafter, such documents and forms
required by any relevant taxing authorities under the Requirements of Law of any
jurisdiction, duly executed and completed by such Borrower, as are required to
be furnished by such Lender or the Administrative Agent under such Requirements
of Law in connection with any payment by the Administrative Agent or any Lender
of Taxes or Other Taxes, or otherwise in connection with the Loan Documents,
with respect to such jurisdiction.

(h) Treatment of Certain Refunds. If any party determines, in its sole
discretion exercised in good faith, that it has received a refund (or the amount
of any credit in lieu of refund) of any Taxes as to which it has been
indemnified pursuant to this Section 3.01 (including by the payment of
additional amounts pursuant to this Section 3.01), it shall pay to the
indemnifying party an amount equal to such refund (but only to the extent of
indemnity payments made under this Section with respect to the Taxes giving rise
to such refund (or credit

in lieu of refund)), net of all out-of-pocket expenses (including Taxes) of
such indemnified party and without interest (other than any interest paid by the
relevant Governmental Authority with respect to such refund). Such indemnifying
party, upon the request of such indemnified party, shall repay to such
indemnified party the amount paid over pursuant to this paragraph (h) (plus any
penalties, interest or other charges imposed by the relevant Governmental
Authority) in the event that such indemnified party is required to repay such
refund to such Governmental Authority. Notwithstanding anything to the contrary
in this paragraph (h), in no event will the indemnified party be required to pay
any amount to an indemnifying party pursuant to this paragraph (h) to the extent
the payment of such amount would place the indemnified party in a less favorable
net after-Tax position than the indemnified party would have been in if the
indemnification payments or additional amounts giving rise to such refund had
never been paid. This paragraph shall not be construed to require any
indemnified party to make available its Tax returns (or any other information
relating to its Taxes that it deems confidential) to the indemnifying party or
any other Person.

(i) Survival. Each party153s obligations under this Section 3.01
shall survive the resignation or replacement of the Administrative Agent or any
assignment of rights by, or the replacement of, a Lender, the termination of the
Commitments and the repayment, satisfaction or discharge of all obligations
under any Loan Document.

3.02 Illegality. If any Lender determines
that any Requirements of Law has made it unlawful, or that any Governmental
Authority has asserted that it is unlawful, for any Lender or its applicable
Lending Office to make, maintain or fund Eurocurrency Rate Loans (whether
denominated in Dollars or an Alternative Currency), or to determine or charge
interest rates based upon the Eurocurrency Rate, or any Governmental Authority
has imposed material restrictions on the authority of such Lender to purchase or
sell, or to take deposits of, Dollars or any Alternative Currency in the
applicable interbank market, then, (a) on notice thereof by such Lender to the
Company through the Administrative Agent, any obligation of such Lender to make
or continue Eurocurrency Rate Loans in the affected currency or currencies or,
in the case of Eurocurrency Rate Loans in Dollars, to convert Base Rate
Committed Loans to Eurocurrency Rate Loans, shall be suspended, and (b) if such
notice asserts the illegality of such Lender making or maintaining Base Rate
Loans the interest rate on which is determined by reference to the Eurocurrency
Rate component of the Base Rate, the interest rate on which Base Rate Loans of
such Lender shall, if necessary to avoid such illegality, be determined by the
Administrative Agent without reference to the Eurocurrency Rate component of the
Base Rate, in each case until such Lender notifies the Administrative Agent and
the Borrower that the circumstances giving rise to such determination no longer
exist. Upon receipt of such notice, the Borrowers shall, upon demand from such
Lender (with a copy to the Administrative Agent), prepay or, if applicable and
such Loans are denominated in Dollars, convert all such Eurocurrency Rate Loans
of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of
such Lender shall, if necessary to avoid such illegality, be determined by the
Administrative Agent without reference to the Eurocurrency Rate component of the
Base Rate), either on the last day of the Interest Period therefor, if such
Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such
day, or immediately, if such Lender may not lawfully continue to maintain such
Eurocurrency Rate Loans and (y) if such notice asserts the illegality of such
Lender determining or charging interest rates based upon the Eurocurrency Rate,
the Administrative Agent shall during the period of such suspension compute the
Base Rate applicable to such

Lender without reference to the Eurocurrency Rate component thereof until the
Administrative Agent is advised in writing by such Lender that it is no longer
illegal for such Lender to determine or charge interest rates based upon the
Eurocurrency Rate. Upon any such prepayment or conversion, the Borrower shall
also pay accrued interest on the amount so prepaid or converted.

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

3.04 Increased Costs.

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

(i) impose, modify or deem applicable any reserve, special deposit,
compulsory loan, insurance charge or similar requirement against assets of,
deposits with or for the account of, or credit extended or participated in by,
any Lender (except (A) any reserve requirement reflected in the Eurocurrency
Rate and (B) the requirements of the Bank of England and the Financial Services
Authority or the European Central Bank reflected in the Mandatory Cost, other
than as set forth below) or the L/C Issuer;

(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes and
Other Taxes covered by Section 3.01, (B) Excluded Taxes and (C)
Connection Income Taxes) on its loans, loan principal, letters of credit,
commitments, or other obligations, or its deposits, reserves, other liabilities
or capital attributable thereto;

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

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

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurocurrency Rate Loan (or of maintaining
its obligation to make any such Loan), or to increase the cost to such Lender or
the L/C Issuer of participating in, issuing or maintaining any Letter of Credit
(or of maintaining its obligation to participate in or to issue any Letter of
Credit), or to reduce the amount of any sum received or receivable by such
Lender or the L/C Issuer hereunder with respect to any Eurocurrency Rate Loan or
L/C Credit Extension (whether of principal, interest or any other amount) then,
upon request of such Lender or the L/C Issuer, the Company will pay (or cause
the applicable Designated Borrower to pay) to such Lender or the L/C Issuer, as
the case may be, such additional amount or amounts as will compensate such
Lender or the L/C Issuer, as the case may be, for such additional costs incurred
or reduction suffered.

(b) Capital Requirements. If any Lender or the L/C Issuer determines
that any Change in Law affecting such Lender or the L/C Issuer or any Lending
Office of such Lender or such Lender153s or the L/C Issuer153s holding company, if
any, regarding capital requirements has or would have the effect of reducing the
rate of return on such Lender153s or the L/C Issuer153s capital or on the capital of
such Lender153s or the L/C Issuer153s holding company, if any, as a consequence of
this Agreement, the Commitments of such Lender or the Loans made by, or
participations in Letters of Credit held by, such Lender, or the Letters of
Credit issued by the L/C Issuer, to a level below that which such Lender or the
L/C Issuer or such Lender153s or the L/C Issuer153s holding company could have
achieved but for such Change in Law (taking into consideration such Lender153s or
the L/C Issuer153s policies and the policies of such Lender153s or the L/C Issuer153s
holding company with respect to capital adequacy), then from time to time upon
request of such Lender or L/C Issuer, the Company will pay (or cause the
applicable Designated Borrower to pay) to such Lender or the L/C Issuer, as the
case may be, such additional amount or amounts as will compensate such Lender or
the L/C Issuer or such Lender153s or the L/C Issuer153s holding company for any such
reduction suffered.

(c) Delay in Requests. Failure or delay on the part of any Lender or
the L/C Issuer to demand compensation pursuant to the foregoing provisions of
this Section shall not constitute a waiver of such Lender153s or the L/C Issuer153s
right to demand such compensation, provided that no Borrower shall be
required to compensate a Lender or the L/C Issuer pursuant to the foregoing
provisions of this Section for any increased costs incurred or reductions
suffered more than nine months prior to the date that such Lender or the L/C
Issuer, as the case may be, notifies the Company of the Change in Law giving
rise to such increased costs or reductions and of such Lender153s or the L/C
Issuer153s intention to claim compensation therefor (except that, if the Change in
Law giving rise to such increased costs or reductions is retroactive, then the
nine-month period referred to above shall be extended to include the period of
retroactive effect thereof).

3.05 Compensation for Losses. Upon demand
of any Lender (with a copy to the Administrative Agent) from time to time, the
Company shall promptly compensate (or cause the

applicable Designated Borrower to compensate) such Lender for and hold such
Lender harmless from any loss, cost or expense incurred by it as a result of:

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

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

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

(d) any assignment of a Eurocurrency Rate Loan on a day other than the last
day of the Interest Period therefor as a result of a request by the Company
pursuant to Section 10.13;

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

Failure or delay on the part of any Lender to demand compensation pursuant to
this Section 3.05 shall not constitute a waiver of such Lender153s right to
demand such compensation, provided that no Borrower shall be required to
compensate a Lender pursuant to this Section 3.05 for any loss, cost or
expense incurred more than nine months prior to the date that such Lender
notifies the Company of the act or omission giving rise to such loss, cost or
expense and such Lender153s intention to claim compensation therefor.

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

3.06 Mitigation Obligations; Replacement of Lenders;
Certificates.

(a) Designation of a Different Lending Office. If any Lender requests
compensation under Section 3.04, or 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 3.01, or if any Lender gives a notice
pursuant to Section 3.02, then such Lender shall use reasonable efforts
to designate a different Lending Office for funding or booking its Loans

hereunder or to assign its rights and obligations hereunder to another of its
offices, branches or affiliates, if, in the judgment of such Lender, such
designation or assignment (i) would eliminate or reduce amounts payable pursuant
to Section 3.01 or 3.04, as the case may be, in the future, or
eliminate the need for the notice pursuant to Section 3.02, as
applicable, and (ii) in each case, would not subject such Lender to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender. The Company hereby agrees to pay (or to cause the applicable Designated
Borrower to pay), within 10 days of the request therefor, all reasonable costs
and expenses incurred by any Lender in connection with any such designation or
assignment.

(b) Replacement of Lenders. If any Lender requests compensation under
Section 3.04, 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 3.01 or there occurs any prepayment or conversion of
its Loans under Section 3.02, the Company may replace such Lender, so
long as such replacement will result in a reduction of such compensation or
amounts in accordance with Section 10.13.

(c) Certificates for Reimbursement. A certificate of a Lender or the
L/C Issuer setting forth the basis for and a calculation of the amount or
amounts necessary to compensate such Lender or the L/C Issuer or its holding
company, as the case may be, as specified in subsection (a) or (b)
of Section 3.04 or Section 3.05 and delivered to the Company shall
be conclusive absent manifest error. The Company shall pay (or cause the
applicable Designated Borrower to pay) such Lender or the L/C Issuer, as the
case may be, the amount shown as due on any such certificate within 10 days
after receipt thereof.

3.07 Survival. All of the Borrowers153 obligations under this
Article III shall survive termination of the Aggregate Commitments and
repayment of all other Obligations hereunder.

ARTICLE IV.
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

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

(a) The Administrative Agent153s receipt of the following, each of which shall
be originals or telecopies (followed promptly by originals) unless otherwise
specified, each properly executed by a Responsible Officer of the signing Loan
Party (as applicable), each dated the Closing Date (or, in the case of
certificates of governmental officials, a recent date before the Closing Date)
and each in form and substance satisfactory to the Administrative Agent and each
of the Lenders:

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

(ii) Notes executed by the Borrowers in favor of each Lender requesting
Notes;

(iii) The certificate of incorporation (or comparable document) of each Loan
Party certified by the Secretary of State (or comparable public official) of its
jurisdiction of organization (or, if any such Person is organized under the laws
of any jurisdiction outside the United States, such other evidence as the
Administrative Agent may request to establish that such Person is duly organized
and existing under the laws of such jurisdiction), together with an English
translation thereof (if appropriate);

(iv) To the extent such jurisdiction has the legal concept of a corporation
being in good standing and a Governmental Authority in such jurisdiction issues
any evidence of such good standing, a Certificate of Good Standing (or
comparable certificate) for each Loan Party certified by the Secretary of State
(or comparable public official) of its jurisdiction of organization (or, if any
such Person is organized under the laws of any jurisdiction outside the United
States, such other evidence as the Administrative Agent may request to establish
that such Person is duly qualified to do business and in good standing under the
laws of such jurisdiction), together with an English translation thereof (if
appropriate);

(v) A certificate of the secretary or an assistant secretary (or comparable
officer) or a director of each Loan Party certifying (A) that attached thereto
is a true and correct copy of the by-laws (or comparable document) of such
Subsidiary as in effect (or, if any such Subsidiary is organized under the laws
of any jurisdiction outside the United States, any comparable document provided
for in the respective corporate laws of that jurisdiction), (B) that attached
thereto are true and correct copies of resolutions duly adopted by the board of
directors of such Subsidiary (or other comparable enabling action) and
continuing in effect, which (1) authorize the execution, delivery and
performance by such Person of the Loan Documents to be executed by such Person
and the consummation of the transactions contemplated thereby and (2) designate
the officers, directors and attorneys authorized so to execute, deliver and
perform on behalf of such Person and (C) that there are no proceedings for the
dissolution or liquidation of such Person, together with a certified English
translation thereof (if appropriate);

(vi) A certificate (which may be combined with the certificate set forth in
clause (v) above) of the secretary or an assistant secretary (or comparable
officer) or a director of each Loan Party certifying the incumbency, signatures
and authority of the officers, directors and attorneys of such Person authorized
to execute, deliver and perform the Loan Documents to be executed by such
Person, together with a certified English translation thereof (if appropriate);

(vii) Favorable written opinions from each of the following counsel for the
Borrowers, the Guarantors and FIL153s Subsidiaries, addressed to the
Administrative Agent for the benefit of the Administrative Agent and the
Lenders, covering such legal matters as the Administrative Agent may reasonably
request and otherwise in form and substance satisfactory to the Administrative
Agent:

(A) Curtis, Mallet-Prevost, Colt & Mosle LLP, U.S. counsel for FIL and
its Subsidiaries;

(B) Malaysian (including Labuan) counsel for FIL and its Subsidiaries
reasonably satisfactory to the Administrative Agent;

(D) De Brauw Blackstone Westbroek, Dutch counsel for FIL and its
Subsidiaries;

(E) C & A Law, Mauritius counsel for FIL and its Subsidiaries; and

(F) Such other local counsel to FIL and its Subsidiaries as the
Administrative Agent may reasonably request with respect to Subsidiary
Guarantors.

(viii) a certificate of a Responsible Officer of each Loan Party either (A)
attaching copies of all consents, licenses and approvals required in connection
with the execution, delivery and performance by such Loan Party and the validity
against such Loan Party of the Loan Documents to which it is a party, and
stating that such consents, licenses and approvals shall be in full force and
effect, or (B) stating that no such consents, licenses or approvals are so
required;

(ix) a certificate signed by a Responsible Officer of the Company certifying
(A) that the conditions specified in Sections 4.02(a) and (b)
have been satisfied, (B) that there has been no event or circumstance since
March 31, 2011 that has had or could be reasonably expected to have, either
individually or in the aggregate, a Material Adverse Effect; (C) the current
Debt Ratings, and (D) pro forma calculations of the Debt/EBITDA Ratio and the
Interest Coverage Ratio, based upon the Company153s Financial Statements for the
quarter ended July 1, 2011;

(x) evidence that the Existing FIL Credit Agreement has been or concurrently
with the Closing Date is being terminated and all letters of credit thereunder
(other than the Existing Letters of Credit) cancelled or defeased in a manner
satisfactory to the Administrative Agent, all Liens securing obligations under
such credit agreement have been or concurrently with the Closing Date are being
released; and

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

(b) Any fees required to be paid on or before the Closing Date shall have
been paid.

(c) Unless waived by the Administrative Agent and subject to the Fee Letters,
the Company shall have paid all fees, charges and disbursements of counsel to
the Administrative Agent (directly to such counsel if requested by the
Administrative Agent) to the extent invoiced prior to the Closing Date, plus
such additional amounts of such fees, charges and

disbursements as shall constitute its reasonable estimate of such fees,
charges and disbursements incurred or to be incurred by it through the closing
proceedings (provided that such estimate shall not thereafter preclude a final
settling of accounts between the Company and the Administrative Agent).

(d) The Closing Date shall have occurred on or before November 14, 2011.

Without limiting the generality of the provisions of the last paragraph of
Section 9.03, for purposes of determining compliance with the conditions
specified in this Section 4.01, each Lender that has signed this
Agreement shall be deemed to have consented to, approved or accepted or to be
satisfied with, each document or other matter required thereunder to be
consented to or approved by or acceptable or satisfactory to a Lender unless the
Administrative Agent shall have received notice from such Lender prior to the
proposed Closing Date specifying its objection thereto. Each Lender further
acknowledges and agrees that certain of the foregoing conditions can be waived
by the Administrative Agent as, to the extent and pursuant to the terms of
Section 10.22.

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

(a) The representations and warranties of (i) the Borrowers contained in
Article V and (ii) each Loan Party contained in each other Loan Document
or in any document furnished at any time under or in connection herewith or
therewith, shall be (A) in the case of representations and warranties that are
qualified as to materiality, true and correct, and (B) in the case of
representations and warranties that are not qualified as to materiality, true
and correct in all material respects, in each case on and as of the date of such
Credit Extension, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and
correct or true and correct in all material respects, as the case may be, as of
such earlier date; provided that the representations and warranties contained in
Section 5.09 shall be deemed to refer to the most recent Financial
Statements furnished pursuant to subsections (a) and (b) of
Section 6.01.

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

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

(d) If the applicable Borrower is a Designated Borrower, then the conditions
of Section 2.14 to the designation of such Borrower as a Designated
Borrower shall have been met to the satisfaction of the Administrative Agent.

(e) In the case of a Credit Extension to be denominated in an Alternative
Currency, there shall not have occurred any change in national or international
financial, political or economic conditions or currency exchange rates or
exchange controls which in the reasonable

opinion of the Administrative Agent, the Required Lenders (in the case of any
Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the
case of any Letter of Credit to be denominated in an Alternative Currency) would
make it impracticable for such Credit Extension to be denominated in the
relevant Alternative Currency.

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

ARTICLE V.
REPRESENTATIONS AND WARRANTIES

Except as otherwise provided in Section 5.20, each Borrower represents
and warrants to the Administrative Agent and the Lenders that:

5.01 Due Incorporation, Qualification, Etc. Each Loan Party
and each Significant Subsidiary (a) (i) is duly organized and validly existing
and (ii) in any jurisdiction in which such legal concept is applicable, is in
good standing under the laws of its jurisdiction of organization, (b) has the
power and authority to own, lease and operate its properties and carry on its
business as now conducted and (c) is duly qualified and licensed to do business
as a foreign entity in each jurisdiction where the ownership, lease or operation
of its properties or the conduct of its business requires such qualification or
license, except in each case referred to in clauses (a)(ii) or (c), where the
failure to be in good stranding or so qualified or licensed is not reasonably
and substantially likely (alone or in the aggregate) to have a Material Adverse
Effect.

5.02 Authority. The execution, delivery and performance by
each of the Borrowers and each Guarantor of each Loan Document (other than the
Flextronics (Netherlands) Guaranty) executed, or to be executed, by such Person
and the consummation of the transactions contemplated thereby (a) are within the
power of such Person and (b) have been duly authorized by all necessary actions
on the part of such Person.

5.03 Enforceability. Each Loan Document (other than the
Flextronics (Netherlands) Guaranty) executed, or to be executed, by each of the
Borrowers and each Guarantor has been, or will be, duly executed and delivered
by such Person and constitutes, or when executed will constitute, a legal, valid
and binding obligation of such Person, enforceable against such Person in
accordance with its terms, except as limited by bankruptcy, insolvency or other
laws of general application relating to or affecting the enforcement of
creditors153 rights generally and general principles of equity.

5.04 Non-Contravention. The execution and delivery by each
of the Borrowers and each Guarantor of the Loan Documents (other than the
Flextronics (Netherlands) Guaranty) executed by such Person and the performance
and consummation of the transactions contemplated thereby do not (a) violate any
material Requirement of Law applicable to such Person, (b) violate any provision
of, or result in the breach or the acceleration of, or entitle any other Person
to accelerate (whether after the giving of notice or lapse of time or both), any

material Contractual Obligation of such Person or (c) result in the creation
or imposition of any material Lien (or the obligation to create or impose any
Lien) upon any property, asset or revenue of such Person (other than Liens
created under the Loan Documents).

5.05 Approvals. No material consent, approval, order or
authorization of, or registration, declaration or filing with, any Governmental
Authority or other Person (including the shareholders of any Person) is required
in connection with the execution and delivery of the Loan Documents (other than
the Flextronics (Netherlands) Guaranty) executed by each of the Borrowers and
each Guarantor and the performance or consummation of the transactions
contemplated thereby, except such as (a) have been made or obtained and are in
full force and effect or (b) are being made or obtained in a timely manner and
once made or obtained will be in full force and effect.

5.06 No Violation or Default. Neither any Borrower, nor any
Guarantor, nor any of FIL153s Subsidiaries is in violation of or in default with
respect to (a) any Requirement of Law applicable to such Person or (b) any
Contractual Obligation of such Person, where, in each case or in the aggregate,
such violation or default is reasonably and substantially likely to have a
Material Adverse Effect. Without limiting the generality of the foregoing,
neither any Borrower, nor any Guarantor nor any of FIL153s Subsidiaries (i) has
violated any Environmental Laws, (ii) to the knowledge of any Borrower, any
Guarantor or any of FIL153s Subsidiaries, has any liability under any
Environmental Laws or (iii) has received notice or other communication of an
investigation or, to the knowledge of any Borrower, any Guarantor or any of
FIL153s Subsidiaries, is under investigation by any Governmental Authority having
authority to enforce Environmental Laws, where such violation, liability or
investigation is reasonably and substantially likely (alone or in the aggregate)
to have a Material Adverse Effect. No Default has occurred and is continuing.

5.07 Litigation. No actions (including derivative actions),
suits, proceedings or investigations are pending or, to the knowledge of any
Borrower, threatened against any Borrower, any Guarantor or any of FIL153s
Subsidiaries at law or in equity in any court or before any other Governmental
Authority which (a) based upon the written advice of such Person153s outside legal
counsel, is reasonably likely to be determined adversely and if so adversely
determined is reasonably and substantially likely (alone or in the aggregate) to
have a Material Adverse Effect or (b) seeks to enjoin, either directly or
indirectly, the execution, delivery or performance by any Borrower or any
Guarantor of the Loan Documents (other than the Flextronics (Netherlands)
Guaranty) or the transactions contemplated thereby.

5.08 Title; Possession Under Leases. Each Borrower, each
Guarantor and each of FIL153s Subsidiaries own and have good and valid title, or a
valid leasehold interest in, all their respective material properties and assets
as reflected in the most recent Financial Statements delivered to the
Administrative Agent (except those assets and properties disposed of in the
ordinary course of business or otherwise in compliance with the terms of this
Agreement (whether or not then in effect) since the date of such Financial
Statements) and all respective material assets and properties acquired by such
Borrower, each Guarantor and FIL153s Subsidiaries since such date (except those
disposed of in the ordinary course of business or otherwise in compliance with
the terms of this Agreement (whether or not then in effect) since such date).
Such assets and properties are subject to no Lien, except for Permitted Liens.

5.09 Financial Statements. The consolidated Financial
Statements of FIL and its Subsidiaries which have been delivered to the
Administrative Agent, (a) are in accordance with the books and records of FIL
and its Subsidiaries, which have been maintained in accordance with good
business practice, (b) have been prepared in conformity with GAAP and (c) fairly
present in all material respects the financial conditions and results of
operations of FIL and its Subsidiaries as of the dates thereof and for the
periods covered thereby. Neither FIL nor any of its Subsidiaries has any
Contingent Obligations, liability for taxes or other outstanding obligations
which are material in the aggregate, except as disclosed or reflected in the
Financial Statements of FIL for the quarter ended July 1, 2011, furnished by FIL
to the Administrative Agent prior to the date hereof, or in the Financial
Statements delivered to the Administrative Agent pursuant to Section
6.01(a) or (b), or except as permitted under Articles VI and
VII of this Agreement.

5.10 Employee Benefit Plans.

(a) Based on the latest valuation of each Employee Benefit Plan subject to
Title IV of ERISA that any Borrower or any ERISA Affiliate maintains or
contributes to, or has any obligation under (which occurred within twelve months
of the date of this representation), the aggregate benefit liabilities of such
plan within the meaning of section 4001 of ERISA did not exceed the aggregate
value of the assets of such plan, except to the extent not reasonably and
substantially likely to have a Material Adverse Effect. Neither any Borrower nor
any ERISA Affiliate has any material liability with respect to any
post-retirement benefit under any Employee Benefit Plan which is a welfare plan
(as defined in section 3(1) of ERISA), other than liability for health plan
continuation coverage described in Part 6 of Title I(B) of ERISA, except to the
extent any such liability with respect to any post-retirement benefit is not
reasonably and substantially likely (alone or in the aggregate) to have a
Material Adverse Effect.

(b) Each Employee Benefit Plan complies, in both form and operation, in all
material respects, with its terms, ERISA and the Code, and no condition exists
or event has occurred with respect to any such plan which would result in the
incurrence by any Borrower or any ERISA Affiliate of any material liability,
fine or penalty, in each case except as is not reasonably and substantially
likely (alone or in the aggregate) to have a Material Adverse Effect. Each
Employee Benefit Plan, related trust agreement, arrangement and commitment of
any Borrower or any ERISA Affiliate is legally valid and binding and is in all
material respects in full force and effect, except as is not reasonably and
substantially likely (alone or in the aggregate) to have a Material Adverse
Effect. As of the Closing Date, no Employee Benefit Plan is being audited or
investigated by any government agency or is subject to any pending or threatened
claim or suit, other than any such audit, investigation, claim or suit that is
not reasonably and substantially likely (alone or in the aggregate) to have a
Material Adverse Effect. Neither any Borrower nor any ERISA Affiliate nor, to
the knowledge or any Borrower, any fiduciary of any Employee Benefit Plan has
engaged in a prohibited transaction under section 406 of ERISA or section 4975
of the Code which would subject any Borrower to any material tax, penalty or
other liability, including a liability to indemnify.

(c) No Multiemployer Plan in which the Borrowers or any ERISA Affiliate
participates is in critical or endangered status except as is not reasonably and
substantially likely (alone or in the aggregate) to have a Material Adverse
Effect. Neither any Borrower nor any

ERISA Affiliate has incurred any material liability (including secondary
liability) to any Multiemployer Plan as a result of a complete or partial
withdrawal from such Multiemployer Plan under section 4201 of ERISA or as a
result of a sale of assets described in section 4204 of ERISA. Neither any
Borrower nor any ERISA Affiliate has been notified that any Multiemployer Plan
is in reorganization or insolvent under and within the meaning of section 4241
or section 4245 of ERISA or that any Multiemployer Plan intends to terminate or
has been terminated under section 4041A of ERISA, in each case except as is not
reasonably and substantially likely (alone or in the aggregate) to have a
Material Adverse Effect.

(d) All employer and employee contributions required by any applicable
Governmental Rule in connection with all Foreign Plans have been made, or, if
applicable, accrued, in all material respects, in accordance with the
country-specific or other applicable accounting practices. The fair market value
of the assets of each funded Foreign Plan, the liability of each insurer for any
Foreign Plan funded through insurance or the book reserve established for any
Foreign Plan, together with any accrued contributions, is sufficient, except to
the extent that is not reasonably and substantially likely (alone or in the
aggregate) to have a Material Adverse Effect, to procure or provide for the
accrued benefit obligations, as of the date hereof, with respect to all current
and former participants in such Foreign Plan according to the actuarial
assumptions (if applicable) and valuations most recently used to determine
employer contributions to such Foreign Plan, which actuarial assumptions are
commercially reasonable viewed as a whole. Each Foreign Plan required to be
registered has been registered and has been maintained in good standing with
applicable Governmental Authorities except to the extent that is not reasonably
and substantially likely (alone or in the aggregate) to have a Material Adverse
Effect. Each Foreign Plan reasonably complies in all material respects with all
applicable Governmental Rules.

5.11 Other Regulations. No Borrower or any Material
Subsidiary is subject to regulation under the Investment Company Act of 1940,
the Federal Power Act, the Interstate Commerce Act, any state public utilities
code or any other Governmental Rule that limits its ability to incur
Indebtedness of the type represented by the Obligations.

5.12 Patent and Other Rights. Each Borrower and each of
FIL153s Subsidiaries own, license or otherwise have the full right to use, under
validly existing agreements, without known conflict with any rights of others,
all patents, licenses, trademarks, trade names, trade secrets, service marks,
copyrights and all rights with respect thereto, which are required to conduct
their businesses as now conducted, except such patents, licenses, trademarks,
trade names, trade secrets, service marks, copyrights and all rights with
respect thereto which if not validly owned, licensed or used would not be
reasonably and substantially likely (alone or in the aggregate) to have a
Material Adverse Effect.

5.13 Governmental Charges. Each Borrower and each of FIL153s
Subsidiaries have filed or caused to be filed all tax returns, and, in
compliance with all applicable Requirements of Law, all reports and declarations
which are required by any Governmental Authority to be filed by them (or, in
each case, extensions thereof have been validly obtained), in each case other
than to the extent that the failure to do so would not be reasonably and
substantially likely (alone or in the aggregate) to have a Material Adverse
Effect. Each Borrower and each of FIL153s Subsidiaries have paid, or made
provision for the payment of, all taxes and other Governmental Charges

which have or may have become due pursuant to said returns or otherwise and
all other indebtedness, except such Governmental Charges, taxes or indebtedness,
if any, which are being contested in good faith and as to which if unpaid
adequate reserves (determined in accordance with GAAP) have been provided or
which are not reasonably and substantially likely (alone or in the aggregate) to
have a Material Adverse Effect.

5.14 Margin Stock. No Borrower is engaged, principally or as
one of its important activities, in the business of extending credit for the
purpose of purchasing or carrying any Margin Stock. No proceeds of any Loan and
no Letter of Credit will be used to purchase or carry any Margin Stock, or to
extend credit to any Person for the purpose of purchasing or carrying any Margin
Stock, in either case in a manner that violates or causes a violation of
Regulations T, U or X of the FRB or any other regulation of the FRB.

5.15 Subsidiaries, Etc. Schedule 5.15 (on the Closing
Date as of July 1, 2011 and as thereafter updated on a quarterly basis by
Borrowers in a written notice to Administrative Agent no later than the date set
forth in Section 6.01(f)) sets forth each of FIL153s Significant
Subsidiaries and Material Subsidiaries, its jurisdiction of organization, the
percentages of shares owned directly or indirectly by FIL and whether FIL owns
such shares directly or, if not, the Subsidiary of FIL that owns such shares.

5.16 Solvency, Etc. Each of the Borrowers, each Guarantor
and each Material Subsidiary is Solvent and, after the execution and delivery of
the Loan Documents and the consummation of the transactions contemplated
thereby, will be Solvent.

5.17 No Withholding, Etc. Except as otherwise disclosed by a
Borrower to the Administrative Agent from time to time (which the Administrative
Agent will deliver to the Lenders), (a) no Borrower has actual knowledge of any
requirement under any Governmental Rule to make any deduction or withholding of
any nature whatsoever from any payment required to be made by any Borrowers
hereunder or under any other Loan Document and (b) neither this Agreement nor
any of the other Loan Documents is subject to any registration or stamp tax or
any other similar or like taxes payable in any relevant jurisdiction.

5.18 No Material Adverse Effect. Since March 31, 2011, no
event has occurred and no condition exists which, alone or in the aggregate, (a)
has had (and continues to have) or (b) is reasonably and substantially likely to
have a Material Adverse Effect.

5.19 Accuracy of Information Furnished. The Loan Documents
and the other certificates, statements and information (excluding projections)
furnished to the Administrative Agent or any Lender in writing by or on behalf
of the Borrowers, the Guarantors and FIL153s Subsidiaries in connection with the
Loan Documents and the transactions contemplated thereby, taken as a whole, as
of the date furnished, do not contain and will not contain any untrue statement
of a material fact and do not omit and will not omit to state a material fact
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading; provided that, with respect to
projected financial information, the Company represents only that such
information was prepared in good faith based upon assumptions believed to be
reasonable at the time.

5.20 Representations as to Foreign Obligors. The Company
represents and warrants to the Administrative Agent and the Lenders, with
respect to each Foreign Subsidiary that is at any time a Foreign Obligor, and
each Designated Borrower at any time existing that is a Foreign Subsidiary,
represents and warrants with respect to itself, that:

(a) Such Foreign Obligor is subject to civil and commercial Requirements of
Law with respect to its obligations under this Agreement and the other Loan
Documents to which it is a party (collectively as to such Foreign Obligor, the
“Applicable Foreign Obligor Documents“), and the execution, delivery and
performance by such Foreign Obligor of the Applicable Foreign Obligor Documents
constitute and will constitute private and commercial acts and not public or
governmental acts. Neither such Foreign Obligor nor any of its property has any
immunity from jurisdiction of the courts or from any legal process (whether
through service or notice, attachment prior to judgment, attachment in aid of
execution, execution or otherwise) under the laws of the jurisdiction in which
such Foreign Obligor is organized and existing in respect of its obligations
under the Applicable Foreign Obligor Documents.

(b) The Applicable Foreign Obligor Documents are in all material respects in
proper legal form under the Requirements of Law of the jurisdiction in which
such Foreign Obligor is organized and existing for the enforcement thereof
against such Foreign Obligor under the Requirements of Law of such jurisdiction,
and to ensure the legality, validity, enforceability, priority or admissibility
in evidence of the Applicable Foreign Obligor Documents. It is not necessary to
ensure the legality, validity, enforceability, priority or admissibility in
evidence of the Applicable Foreign Obligor Documents that the Applicable Foreign
Obligor Documents be filed, registered or recorded with, or executed or
notarized before, any court or other authority in the jurisdiction in which such
Foreign Obligor is organized and existing or that any registration charge or
stamp or similar tax be paid on or in respect of the Applicable Foreign Obligor
Documents or any other document, except for (i) any such filing, registration,
recording, execution or notarization as has been made or is not required to be
made until the Applicable Foreign Obligor Document or any other document is
sought to be enforced and (ii) any charge or tax as has been timely paid.

(c) There is no tax, levy, impost, duty, fee, assessment or other
governmental charge, or any deduction or withholding, imposed by any
Governmental Authority in or of the jurisdiction in which such Foreign Obligor
is organized and existing either (i) on or by virtue of the execution or
delivery of the Applicable Foreign Obligor Documents or (ii) on any payment to
be made by such Foreign Obligor pursuant to the Applicable Foreign Obligor
Documents, except in either case as has been disclosed to the Administrative
Agent.

(d) The execution, delivery and performance of the Applicable Foreign Obligor
Documents executed by such Foreign Obligor are, under applicable foreign
exchange control regulations of the jurisdiction in which such Foreign Obligor
is organized and existing, not subject to any notification or authorization
except (i) such as have been made or obtained or (ii) such as cannot be made or
obtained until a later date (provided that any notification or
authorization described in clause (ii) shall be made or obtained as soon as is
reasonably practicable).

5.21 Taxpayer Identification Number; Other Identifying
Information. The true and correct U.S. taxpayer identification number
of each Designated Borrower that is a Domestic Subsidiary and a party hereto on
the Closing Date is set forth on Schedule 10.02. The true and correct
unique identification number of the Company and each Designated Borrower that is
a Foreign Subsidiary and a party hereto on the Closing Date that has been issued
by its jurisdiction of organization and the name of such jurisdiction (as well
as any U.S. taxpayer identification number issued to such Designated Borrower,
if any) are set forth on Schedule 5.21.

ARTICLE VI.
AFFIRMATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other
Obligation (other than unmatured contingent reimbursement and indemnification
obligations) hereunder shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding (other than Extended Letters of Credit):

6.01 Information. The Company shall deliver to the
Administrative Agent (for distribution to the Lenders), in form and detail
satisfactory to the Administrative Agent and the Required Lenders:

(a) As soon as available and in no event later than 55 days after the last
day of each fiscal quarter of FIL, a copy of the Financial Statements of FIL and
its Subsidiaries (prepared on a consolidated basis) for such quarter and for the
fiscal year to date, certified by the chief executive officer, chief operating
officer, chief financial officer, treasurer, assistant treasurer, controller or
senior vice president of finance of FIL to present fairly in all material
respects the financial condition, results of operations and other information
reflected therein and to have been prepared in accordance with GAAP (subject to
normal year-end audit adjustments and the absence of footnotes);

(b) (i) As soon as available and in no event later than 100 days after the
close of each fiscal year of FIL, (A) copies of the audited Financial Statements
of FIL (prepared on a consolidated basis) for such year, audited by independent
certified public accountants of recognized national standing reasonably
acceptable to the Administrative Agent, and (B) copies of the unqualified
opinions (or qualified opinions (other than a “going concern” or like
qualification or exception or any qualification or exception as to the scope of
such audit) reasonably acceptable to the Administrative Agent) of such
accountants, and (ii) if and when received from such accountants in connection
with the annual audited Financial Statements of FIL (it being acknowledged and
agreed that this clause (ii) imposes no obligation to so request or obtain such
certificates), certificates of such accountants to the Administrative Agent
stating that in making the examination necessary for their opinion they have
reviewed this Agreement and have obtained no knowledge of any Default which has
occurred and is continuing, or if, in the opinion of such accountants, a Default
has occurred and is continuing, a statement as to the nature thereof;

(c) Contemporaneously with the quarterly and year-end Financial Statements
required by the foregoing subsections (a) and (b), a Compliance
Certificate executed by

the chief executive officer, chief operating officer, chief financial
officer, treasurer, assistant treasurer, controller or senior vice president of
finance of FIL, properly completed;

(d) As soon as possible and in no event later than five Business Days after
any Responsible Officer of such Borrower knows of the occurrence or existence of
(i) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan
which is reasonably and substantially likely (alone or in the aggregate) to
result in liability to the Borrower or any of FIL153s Subsidiaries of $50,000,000
or more, (ii) any actual or threatened litigation or suits against any Borrower
or any of FIL153s Subsidiaries involving potential monetary damages payable by any
Borrower or FIL153s Subsidiaries of $50,000,000 or more alone or in the aggregate,
(iii) any other event or condition which is reasonably and substantially likely
(alone or in the aggregate) to have a Material Adverse Effect, (iv) any Default
or (v) any event of the type described in Section 8.01(f) or (g)
with respect to any Subsidiary, so long as such Subsidiary is determined at the
time of such event to be a Significant Subsidiary, the statement of the chief
executive officer, chief operating officer, chief financial officer, treasurer,
assistant treasurer, controller or senior vice president of finance of such
Borrower setting forth details of such event, condition or Default and the
action which such Borrower proposes to take with respect thereto;

(e) Promptly after they are sent, made available or filed, copies of (i) all
registration statements and reports filed by any of the Borrowers or any of
FIL153s Subsidiaries with the SEC (including all 10-Q, 10-K and 8-K reports) and
(ii) all reports, proxy statements and financial statements sent or made
available by any of the Borrowers or any of FIL153s Subsidiaries to its public
security holders;

(f) As soon as possible and in no event later than 55 days after the last day
of each fiscal quarter (or 100 days in the case of the last fiscal quarter of
each fiscal year), or 55 days after the date of any Material Subsidiary
Recalculation Event that would result in an additional Material Subsidiary
(based on the Pro Forma MS Test as applied as of such date), written notice of
(i) any new Significant Subsidiary acquired or established during such quarter
(or as a result of such Material Subsidiary Recalculation Event) or any other
change in the information set forth in Schedule 5.15 during such quarter,
(ii) each Subsidiary of FIL that has become a Material Subsidiary during such
quarter (or as a result of such Material Subsidiary Recalculation Event) and
indicating for each such new Material Subsidiary whether such Material
Subsidiary is an Eligible Material Subsidiary or Ineligible Material Subsidiary
and if the latter, the reason it is an Ineligible Material Subsidiary, and (iii)
each Subsidiary that may have previously been an Ineligible Material Subsidiary
but which became an Eligible Material Subsidiary during such quarter;

(g) Promptly after any Borrower changes its legal name or the address of its
chief executive office, written notice setting forth such Borrower153s new legal
name and/or new address;

(h) Promptly, a copy of any announcement by Moody153s or S&P of any change
or possible change in a Debt Rating;

(i) Promptly, notice of the occurrence of any Material Subsidiary
Recalculation Event; and

(j) Such other instruments, agreements, certificates, opinions, statements,
documents and information relating to the operations or condition (financial or
otherwise) of such Borrower or FIL153s Subsidiaries, and compliance by such
Borrower with the terms of this Agreement and the other Loan Documents as
Administrative Agent on behalf of itself or one or more Lenders may from time to
time reasonably request.

Documents required to be delivered pursuant to Section 6.01(a) or
(b) or Section 6.01(e) (to the extent any such documents are
included in materials otherwise filed with the SEC) may be delivered
electronically and if so delivered, shall be deemed to have been delivered on
the date (i) on which the Company posts such documents, or provides a link
thereto on the Company153s website on the Internet at the website address listed
on Schedule 10.02; or (ii) on which such documents are posted on the
Company153s behalf on an Internet or intranet website, if any, to which each
Lender and the Administrative Agent have access, including the SEC153s EDGAR
website, any commercial, third-party website or any website sponsored by the
Administrative Agent; provided that: (i) the Company shall, if requested,
deliver paper copies of such documents to the Administrative Agent or any Lender
that requests the Company to deliver such paper copies until a written request
to cease delivering paper copies is given by the Administrative Agent or such
Lender and (ii) the Company shall use commercially reasonable efforts to notify
the Administrative Agent and each requesting Lender (by telecopier or electronic
mail) of the posting of any such documents and provide to the Administrative
Agent by electronic mail electronic versions (i.e., soft copies) of such
documents. Notwithstanding anything contained herein, in every instance the
Company shall be required to provide paper copies of the Compliance Certificates
required by Section 6.01(c) to the Administrative Agent (it being
acknowledged that electronic delivery thereof pursuant to Section 10.02
shall be permitted). Except for such Compliance Certificates, the Administrative
Agent shall have no obligation to request the delivery or to maintain copies of
the documents referred to above, and in any event shall have no responsibility
to monitor compliance by the Company with any such request for delivery, and
each Lender shall be solely responsible for requesting delivery to it or
maintaining its copies of such documents.

Each Borrower hereby acknowledges that (1) the Administrative Agent and/or
the Arrangers will make available to the Lenders and the L/C Issuer materials
and/or information provided by or on behalf of such Borrower hereunder
(collectively, “Borrower Materials“) by posting the Borrower Materials on
IntraLinks or another similar electronic system (the “Platform“) and (2)
certain of the Lenders (each, a “Public Lender“) may have personnel who
do not wish to receive material non-public information with respect to any of
the Borrowers or their respective Affiliates, or the respective securities of
any of the foregoing, and who may be engaged in investment and other
market-related activities with respect to such Persons153 securities. Each
Borrower hereby agrees that so long as such Borrower is the issuer of any
outstanding debt or equity securities that are registered or issued pursuant to
a private offering or is actively contemplating issuing any such securities (w)
all Borrower Materials that are to be made available to Public Lenders shall be
clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that
the word “PUBLIC” shall appear prominently on the first page thereof; (x) by
marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have

authorized the Administrative Agent, the Arrangers, the L/C Issuer and the
Lenders to treat such Borrower Materials as not containing any material
non-public information with respect to the Borrowers or their respective
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
10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made
available through a portion of the Platform designated “Public Investor”; and
(z) the Administrative Agent and the Arrangers shall be entitled to treat any
Borrower Materials that are not marked “PUBLIC” as being suitable only for
posting on a portion of the Platform not designated “Public Investor.”
Notwithstanding the foregoing, no Borrower shall be under any obligation to mark
any Borrower Materials “PUBLIC.”

6.02 Books and Records. Each Borrower and FIL153s Subsidiaries
shall at all times keep proper books of record and account which shall be
complete and correct in all material respects in accordance with GAAP;
provided that, with respect to any Subsidiary acquired by FIL or
its Subsidiaries after the Closing Date pursuant to a stock purchase or merger
transaction (other than (a) a Person that is merged with or into a Subsidiary of
FIL that owned assets (other than de minimis assets necessary to create an
acquisition vehicle) immediately prior to such merger and (b) a Pro Forma
Calculation Subsidiary), such Subsidiary shall only be required to (i) keep
proper books of record and account which shall be complete and correct in all
material respects in accordance with GAAP in respect of transactions occurring
after the date of such acquisition, and (ii) from and after the date that is the
first day of the first fiscal year of FIL that follows the date of such
acquisition by more than three months, keep proper books of record and account
in respect of all other matters which shall be complete and correct in all
material respects in accordance with GAAP.

6.03 Inspections. Each Borrower and FIL153s Subsidiaries shall
permit the Administrative Agent and each Lender, or any agent or representative
thereof, upon reasonable notice and during normal business hours, to visit and
inspect any of the properties and offices of such Borrower and FIL153s
Subsidiaries, to examine the books and records of such Borrower and FIL153s
Subsidiaries and make copies thereof and to discuss the affairs, finances and
business of such Borrower and FIL153s Subsidiaries with, and to be advised as to
the same by, their officers, auditors and accountants, all at such times and
intervals as the Administrative Agent or any Lender may reasonably request
(which visits and inspections shall be at the expense of the Administrative
Agent (subject to reimbursement by the Lenders pursuant to Section
10.04(c)) or such Lender unless a Default has occurred and is continuing).

6.04 Insurance. Each Borrower and FIL153s Subsidiaries shall
(a) carry and maintain insurance of the types and in the amounts customarily
carried from time to time during the term of this Agreement by others engaged in
substantially the same business as such Person and operating in the same
geographic area as such Person, including fire, public liability, property
damage and worker153s compensation, (b) carry and maintain each policy for such
insurance with financially sound insurers and (c) deliver to the Administrative
Agent from time to time, as the Administrative Agent may request, schedules
setting forth all insurance then in effect.

6.05 Taxes, Governmental Charges and Other Indebtedness.
Each Borrower and FIL153s Subsidiaries shall promptly pay and discharge when due
(a) all taxes and other Governmental Charges prior to the date upon which
penalties accrue thereon, (b) all

indebtedness which, if unpaid, could become a Lien upon the property of such
Borrower or FIL153s Subsidiaries and (c) subject to any subordination provisions
applicable thereto, all other Indebtedness, which in each of cases (a) through
(c) or in the aggregate, if unpaid, is reasonably and substantially likely to
have a Material Adverse Effect, except such taxes, Governmental Charges or
Indebtedness as may in good faith be contested or disputed, or for which
arrangements for deferred payment have been made, provided that in each such
case appropriate reserves are maintained in accordance with GAAP.

6.06 Use of Proceeds. Each Borrower shall use the proceeds
of the Loans and Letters of Credit for working capital, capital expenditures and
other general corporate purposes, including refinancing existing Indebtedness of
the Company and its Subsidiaries, not in contravention of any Requirement of Law
or Loan Document. No Borrower shall use any part of the proceeds of any Loan or
any Letter of Credit, directly or indirectly, in violation of the financial
assistance provisions of Section 76 of the Singapore Companies Act or for the
purpose of purchasing or carrying any Margin Stock, or for the purpose of
purchasing or carrying or trading in any securities, in either case, under such
circumstances as to involve such Borrower, any Lender or Administrative Agent in
a violation of Regulations T, U or X issued by the FRB.

6.07 General Business Operations. Each of the Borrowers and
FIL153s Subsidiaries shall (a) preserve and maintain its existence and all of its
rights, privileges and franchises reasonably necessary to the conduct of the
business of the Company and its Subsidiaries (as a whole), provided that
(i) the Company and its Subsidiaries may dissolve, liquidate or terminate the
existence of any Subsidiary of the Company, other than a Borrower, possessing
total assets of less than $50,000,000 or serving no continuing business purpose
(each, an “Excluded Subsidiary“), in either case as determined by the
board of directors of the Company or such Subsidiary in its good faith
reasonable discretion, (ii) neither the Company nor any of its Subsidiaries
shall be required to preserve any right or franchise if the board of directors
of the Company or such Subsidiary shall determine that the preservation thereof
is no longer desirable in the conduct of the business of the Company or such
Subsidiary, as the case may be, and that the loss thereof is not disadvantageous
in any material respect to the Company and its Subsidiaries (taken as a whole)
or the Lenders, and (iii) the foregoing shall not prohibit the consummation of
any sale, transfer or disposition of assets otherwise permitted under
Section 7.03 or any merger or consolidation otherwise permitted under
Section 7.04, (b) conduct its business activities in compliance with all
Requirements of Law and Contractual Obligations applicable to such Person, and
(c) keep all property useful and necessary in its business in good working order
and condition, ordinary wear and tear excepted; except, in the case of clauses
(a) and (c), where any failure is not reasonably likely (alone or in the
aggregate) to have a Material Adverse Effect.

6.08 Pari Passu Ranking. Each Borrower shall take, or cause
to be taken, all actions necessary to ensure that the Obligations of such
Borrower are and continue to rank at least pari passu in right of payment with
all other unsecured and unsubordinated Indebtedness of such Borrower.

6.09 PATRIOT Act. Promptly following a request therefor,
each Borrower shall provide all documentation and other information that a
Lender reasonably requests in order to comply with such Lender153s ongoing
obligations under applicable “know your customer” and

anti-money laundering rules and regulations, including the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001 (known as the USA PATRIOT Act) (the
“Act“), provided that any Lender requesting documentation or other
information under this Section 6.09 shall provide any relevant supporting
documentation reasonably requested by any Borrower responding to such request.
Each Lender that is subject to the Act and the Administrative Agent (for itself
and not on behalf of any Lender) hereby notifies each Borrower that pursuant to
the requirements of the Act, it is required to obtain, verify and record
information that identifies the Borrower, which information includes the name
and address of the Borrower and other information that will allow such Lender or
the Administrative Agent, as applicable, to identify the Borrower in accordance
with the Act.

6.10 Subsidiary Guarantors.

(a) Promptly after any Person is required by Section 6.01(f) to be
disclosed as an Eligible Material Subsidiary (and in any event within 30 days
(or such greater number of days to which the Administrative Agent may agree)
thereafter), the Company shall cause such Person to (i) become a Subsidiary
Guarantor by executing and delivering to the Administrative Agent a counterpart
of the Subsidiary Guaranty or such other document as the Administrative Agent
shall deem appropriate for such purpose, and (ii) deliver to the Administrative
Agent documents of the types referred to in clauses (iii), (iv),
(v) and (vi) of Section 4.01(a) and favorable opinions of
counsel to such Person (which shall cover, among other things, the legality,
validity, binding effect and enforceability of the documentation referred to in
clause (i) of this Section 6.10(a)), all in form, content and scope
reasonably satisfactory to the Administrative Agent. If, pursuant to clause (c)
of the definition of Ineligible Material Subsidiary, the Company elects to
provide a Substitute Guaranty in replacement of a Subsidiary Guaranty otherwise
required hereby to be provided by a Material Subsidiary which is a CFC, the
Company shall cause the applicable Substitute Guarantors to comply with clauses
(i) and (ii) above as if such Substitute Guarantors had themselves been Eligible
Material Subsidiaries. Compliance by Substitute Guarantors with the preceding
sentence in place of a Material Subsidiary which is a CFC shall be deemed to
satisfy the Company153s obligations under the first sentence of this Section
6.10(a) with respect to such Material Subsidiary.

(b) (i) Upon and no later than 30 days after the delivery to the
Administrative Agent of the annual Financial Statements and accompanying
Compliance Certificate pursuant to Section 6.01(b) and (c), in
relation to any Subsidiary Guarantor that has ceased to be a Material Subsidiary
as of the end of such fiscal year (other than a Subsidiary Guarantor which was
not a Material Subsidiary at the time it became a Subsidiary Guarantor), or (ii)
upon and no later than 30 days after the Company receives notice that a
Subsidiary Guarantor has become an Ineligible Material Subsidiary by virtue of
the satisfaction of clause (a)(i) or (a)(ii) of the definition of “Ineligible
Material Subsidiary” solely due to a Change in Law after the date such Person
became a Foreign Obligor hereunder and the Company is unable, with the exercise
of commercially reasonable efforts, to restore such Subsidiary153s status as an
Eligible Material Subsidiary (in either case, a “Releasable
Subsidiary“), provided there exists no Default (other than a
Subsidiary Guarantor that has become an Ineligible Material Subsidiary by virtue
of clause (a) of the definition of “Ineligible Material Subsidiary,” which the
Company is unable, with the exercise of commercially reasonable efforts, to
resolve, as to which such proviso shall not apply), the Company may deliver to
the Administrative Agent a duly executed certificate of a

Responsible Officer of the Company, in the form of Exhibit J
(“Guarantor Release Certificate“) and, upon the receipt of such
certificate by the Administrative Agent, such Releasable Subsidiary shall
thereupon cease to be a Subsidiary Guarantor, subject to the possible future
application of Section 6.10(a). The Administrative Agent shall with
reasonable promptness execute and deliver such reasonable release documentation
(which shall contain appropriate representations and warranties by the Company
as to the circumstances underlying such release transaction, but shall require
no representation, warranty or other undertaking on the part of the
Administrative Agent) as the Company may reasonably request to evidence the
release and termination of the Subsidiary Guaranty as to such Releasable
Subsidiary. No release of any Subsidiary Guarantor shall in any way modify,
affect or impair the enforceability of the Subsidiary Guaranty in respect of any
other Subsidiary Guarantor.

ARTICLE VII.
NEGATIVE COVENANTS

7.01 Indebtedness. None of the Borrowers or any of FIL153s
Subsidiaries shall create, incur, assume or permit to exist any Indebtedness
except for the following (“Permitted Indebtedness“):

(a) Indebtedness created under the Loan Documents;

(b) Indebtedness that is not secured by a Lien in any asset or property of
any of the Borrowers or any of FIL153s Subsidiaries;

(c) (i) Indebtedness under Capital Leases (other than pursuant to
sale-leaseback transactions) or under purchase money loans incurred by Borrowers
or any of FIL153s Subsidiaries to finance the acquisition, construction,
development or improvement by such Person of real property, fixtures, inventory
or equipment or other tangible assets, provided that in each case (A) such
Indebtedness is incurred by such Person at the time of, or not later than 120
days after, the acquisition, construction, development or improvement by such
Person of the property so financed and (B) such Indebtedness does not exceed the
purchase price of the property (or the cost of constructing, developing or
improving the same) so financed, (ii) Indebtedness under initial or successive
refinancings (which shall include any amendments, modifications, renewals,
refundings or replacements) of any such Capital Leases or purchase money loans,
provided that the principal amount of any such refinancing does not exceed the
principal amount of the Indebtedness being refinanced (except to the extent
necessary to pay fees, expenses, underwriting discounts and prepayment penalties
in connection therewith), and (iii) to the extent constituting Indebtedness,
Securitization Attributable Indebtedness arising out of transactions not
resulting in a breach of Section 7.03 or Section 7.12(a);

100

(d) Existing Secured Indebtedness, together with initial or successive
refinancings (which shall include any amendments, modifications, renewals,
refundings or replacements) thereof, provided that (i) the principal amount of
any such refinancing does not exceed the principal amount of the Indebtedness
being refinanced (except to the extent necessary to pay fees, expenses,
underwriting discounts and prepayment penalties in connection therewith) and
(ii) the other terms and provisions of any such refinancing with respect to
maturity, redemption, prepayment, default and subordination are no less
favorable in any material respect to Lenders than the Indebtedness being
refinanced;

(e) (ii) Indebtedness of FIL or any of its Subsidiaries owing to any
Borrower, Guarantor or Eligible Material Subsidiary and (ii) to the extent
permitted by Section 7.05, Guaranty Obligations of FIL or any of its
Subsidiaries of Permitted Indebtedness of FIL or any of its Subsidiaries;

(f) Indebtedness (including Capital Leases) under sale-leaseback transactions
of fixed assets and under initial or successive refinancings (which shall
include any amendments, modifications, renewals, refundings or replacements) of
any such sale-leaseback transactions (provided that the principal amount of any
such refinancing does not exceed the principal amount of the Indebtedness being
refinanced, except to the extent necessary to pay fees, expenses, underwriting
discounts and prepayment penalties in connection therewith) in an aggregate
amount outstanding not to exceed at any time for FIL and its Subsidiaries
together $250,000,000;

(g) Indebtedness of a Person existing at the time such Person was acquired as
a new Subsidiary by the Company or any of its Subsidiaries (whether by merger,
consolidation, or otherwise) or assumed in connection with the acquisition of
assets by the Company or any of its Subsidiaries from a Person, in each case
other than to the extent such Indebtedness was created, incurred or assumed in
contemplation of or in connection with the financing of such acquisition, and
provided such Indebtedness ceases to exist as to the Company and its
Subsidiaries by a date no later than 180 days after the effective date of such
acquisition; and

(h) Other Indebtedness that is secured by a Lien on any assets or property of
any of the Borrowers or any of FIL153s Subsidiaries (which shall (x) include, for
the avoidance of doubt, Indebtedness of the type described in subsection (f) of
this Section in excess of $250,000,000 and Indebtedness of the type described in
clause (g) of this Section which is not repaid within such 180 day period, but
(y) exclude Indebtedness owing by any Borrower, Guarantor or Eligible Material
Subsidiary to any other Subsidiary of FIL which is not a Borrower, Guarantor or
Eligible Material Subsidiary, other than to the extent any such Indebtedness
described in this clause (y) arises pursuant to one or more securitization
arrangements), provided that the aggregate principal amount of all such other
secured Indebtedness (excluding Indebtedness secured by cash or cash equivalents
to the extent such cash or cash equivalents are proceeds of such Indebtedness)
and Rate Contracts to the extent secured by a Lien (whether or not constituting
“Indebtedness”) outstanding during any fiscal quarter of FIL does not exceed the
greater of (i) $500,000,000 and (ii) 5% of Consolidated Tangible Assets as of
the last day of the immediately preceding fiscal quarter; and provided, further,
that for purposes

101

of this Section 7.01 only, the “principal amount” of the obligations
of any Person in respect of any Rate Contract at any time shall be in the
maximum aggregate amount (giving effect to any netting agreements), if any, that
such Person would be required to pay if such Rate Contract were terminated at
such time.

7.02 Liens. None of the Borrowers or any of FIL153s
Subsidiaries shall create, incur, assume or permit to exist any Lien on or with
respect to any of their assets or property of any character, whether now owned
or hereafter acquired, except for the following Liens (“Permitted
Liens“):

(a) Liens that secure only Indebtedness which constitutes Permitted
Indebtedness under subsections (c) (but only to the extent such Liens are
on the assets so financed, the proceeds thereof and any improvements thereon),
(d), (e), (f) or (h) of Section 7.01 and Liens that secure Rate
Contracts that do not constitute Indebtedness, provided that the
aggregate principal amount of Indebtedness that constitutes Permitted
Indebtedness under Section 7.01(h) and secured Rate Contracts that do not
constitute Indebtedness shall not exceed the amount set forth in Section
7.01(h);

(b) Liens in favor of any of the Borrowers, any Eligible Material Subsidiary
or any Guarantor on all or part of the assets of Subsidiaries of any Borrower,
any Eligible Material Subsidiary or any Guarantor securing Indebtedness owing by
Subsidiaries of any of the Borrowers, Eligible Material Subsidiary or any
Guarantor, as the case may be, to any of the Borrowers or to such other Eligible
Material Subsidiary or Guarantor;

(c) Liens to secure taxes, assessments and other government charges in
respect of obligations not overdue or Liens on properties to secure claims for
labor, services, materials or supplies in respect of obligations not overdue for
a period of more than 60 days (taking into account applicable grace periods) or
which are being contested in good faith by appropriate proceedings diligently
conducted and with respect to which adequate reserves are being maintained in
accordance with GAAP so long as such Liens are not being foreclosed;

(d) deposits or pledges made in connection with, or to secure payment of,
workmen153s compensation, unemployment insurance, old age pensions or other social
security obligations and good faith deposits in connection with tenders,
contracts or leases to which any Borrower or any of FIL153s Subsidiaries is a
party or deposits or pledges to secure, or in lieu of, surety, penalty or appeal
bonds, performance bonds or other similar obligations;

(e) Liens of carriers, landlords, warehousemen, mechanics and materialmen,
and other like Liens on properties which would not have a Material Adverse
Effect and are in respect of obligations not overdue for a period of more than
60 days (taking into account applicable grace periods), or which are being
contested in good faith by appropriate proceedings diligently conducted and with
respect to which adequate reserves are being maintained in accordance with GAAP
so long as such Liens are not being foreclosed;

102

(f) encumbrances on real property consisting of easements, rights of way,
zoning restrictions, restrictions on the use of real property and defects and
irregularities in the title thereto, landlord153s or lessor153s or lessee153s Liens
under leases to which a Borrower or any of FIL153s Subsidiaries is a party
(including Synthetic Lease Obligations), and other minor Liens or encumbrances
none of which interferes materially with the use of the property, in each case
which do not individually or in the aggregate have a Material Adverse Effect;

(g) Liens in favor of the Administrative Agent for the benefit of the Lenders
and the Administrative Agent under the Loan Documents;

(h) Liens in favor of customs and revenue authorities arising as a matter of
law to secure payment of customs duties in connection with the importation of
goods in the ordinary course of business;

(i) (x) Liens arising out of cash management, netting or set off arrangements
made between banks or financial institutions and FIL or any of its Subsidiaries
in the ordinary course of business, or over any asset held with a clearing
house, and (y) other Liens arising by operation of law or by agreement in favor
of collecting or payor banks and other banks providing cash management services,
in each case, having a right of setoff, revocation, refund or chargeback against
money or instruments of FIL or any of its Subsidiaries on deposit with or in
possession of such bank to secure the payment of bank fees and other amounts
owing in the ordinary course of business;

(j) Liens securing Indebtedness or other obligations on cash or cash
equivalents to the extent such cash or cash equivalents represent proceeds from
such Indebtedness or other obligations;

(k) rights of third parties in equipment or inventory consigned to or by, or
otherwise owned by such third party and which is being stored on property owned
or leased by, a Borrower or any of FIL153s Subsidiaries;

(l) Liens created pursuant to attachment, garnishee orders or other process
in connection with pre-judgment court proceedings;

(m) precautionary Liens over Receivables Assets in connection with any
securitization, factoring or similar sale transaction permitted under
Section 7.03;

(n) the interest of a licensor under any license of intellectual property in
the ordinary course of business;

(o) Liens on assets pursuant to merger agreements, stock or asset purchase
agreements and similar purchase agreements in respect of the disposition of such
assets by the Company or its Subsidiaries;

(p) call arrangements, rights of first refusal and similar rights and
customary reciprocal easements and other rights of use relating to (i)
Investments in joint ventures, partnerships and the like, (ii) investments
consisting of Equity Securities issued by

103

suppliers and other venture capital or similar direct investments, (iii)
ownership of undivided interests in assets subject to a joint ownership or
similar agreement, or (iv) assets acquired in original equipment manufacturer
divestiture transactions or other acquisitions and arising in favor of the
original seller or transferor of such assets (or their respective Affiliates)
pursuant to or in connection with master services, manufacturing services or
supply arrangements entered into in connection therewith;

(q) Liens on any asset at the time the Company or any of its Subsidiaries
acquired such asset and Liens on the assets of a Person existing at the time
such Person was acquired by the Company or any of its Subsidiaries, including
any acquisition by means of a merger, amalgamation or consolidation with or into
the Company or any of its Subsidiaries; subject to the condition that (i) any
such Lien may not extend to any other asset of the Company or any of its
Subsidiaries; (ii) any such Lien shall not have been created in contemplation of
or in connection with the transaction or series of transactions pursuant to
which such asset or Person was acquired by the Company or any of its
Subsidiaries; and (iii) any such Lien is released no later than 180 days after
the effective date of such acquisition;

(r) Liens securing judgments for the payment of money not constituting an
Event of Default under Section 8.01(h);

(s) purchase money Liens upon or in any real property or equipment acquired
or held by the Company or any of its Subsidiaries in the ordinary course of
business to secure the purchase price of such property or equipment or to secure
Indebtedness incurred solely for the purpose of financing the acquisition of
such property or equipment, or extensions, renewals or replacements of any of
the foregoing for the same or a lesser amount; provided, however,
that no such Lien shall extend to or cover any properties of any character other
than the real property or equipment being acquired (and any accessions or
additions thereto, and proceeds thereof), and no such extension, renewal or
replacement shall extend to or cover any properties not theretofore subject to
the Lien being extended, renewed or replaced; and

(t) Liens not otherwise permitted under this Section 7.02,
provided that the aggregate fair market value of all assets subject to
such Liens does not at any time exceed $150,000,000.

7.03 Asset Dispositions. None of the Borrowers or any of
FIL153s Subsidiaries shall sell, lease, transfer or otherwise dispose of any of
their assets or property, whether now owned or hereafter acquired, except as
follows:

(a) At any time that the Debt Rating is greater than or equal to BB+ by
S&P and Ba1 by Moody153s (such time, “Enabling Period“), such Persons
may sell, lease, transfer or otherwise dispose of (i) assets and property for
fair market value (provided that for this purpose the sale of Receivables Assets
pursuant to a securitization, factoring or other sale arrangement shall be
deemed to be at fair market value so long as the consideration received therefor
(including any deferred purchase price) is not less than 95% of the face value
of the receivables so sold); (ii) assets and property pursuant to distributions
and dividends permitted by

104

Section 7.06; (iii) assets or property to any Borrower or any
Wholly-Owned Subsidiary of FIL from any other Borrower or Subsidiary of FIL;
(iv) damaged, obsolete or worn-out assets and scrap in the ordinary course of
business; and (v) duplicative or excess assets existing as a result of
acquisitions otherwise permitted pursuant to Section 7.04 and excess
assets resulting from a restructuring not otherwise prohibited hereunder; and

(b) At any time that is not during an Enabling Period, such Persons may sell,
lease, transfer or otherwise dispose of:

(i) assets or property in the ordinary course of business for fair market
value;

(ii) Receivables Assets in securitization, factoring or other sale
transactions, provided that the aggregate outstanding balance of accounts
receivable so sold by the Borrowers and FIL153s Subsidiaries and funded in cash by
the unaffiliated third party purchaser(s) thereof (excluding, for the avoidance
of doubt, receivables sold for a deferred purchase price or other consideration
funded on a deferred basis from the proceeds of the collections on such
receivable and receivables which represent a subordinated interest or a reserve)
together and outstanding at any time shall not exceed 30% of the aggregate
outstanding balance of accounts receivable of FIL and its Subsidiaries at such
time, provided, however, that the Borrowers and FIL153s Subsidiaries
shall not be in default of this clause (ii) upon the termination of an Enabling
Period if, as a result of sales of accounts receivable during such Enabling
Period, the outstanding balance of accounts receivable so sold by the Borrowers
and FIL153s Subsidiaries exceeds 30% of the then aggregate outstanding balance of
accounts receivable of FIL and its Subsidiaries;

(iii) (A) duplicative or excess assets existing as a result of transactions
otherwise permitted pursuant to Section 7.04, provided that in each case
the aggregate amount of any such duplicative or excess assets sold or
transferred in any fiscal year (excluding sales or transfers during an Enabling
Period) does not exceed (together with the aggregate amount of assets sold or
transferred pursuant to clause (B) of this subsection (b)(iii)) 5% of all fixed
assets (net of depreciation) held by FIL and its Subsidiaries as of the end of
the most recent fiscal quarter for which Financial Statements have been
delivered hereunder, and (B) duplicative or excess assets existing as a result
of a restructuring of the businesses of FIL or its Subsidiaries not otherwise
prohibited hereunder, provided that in each case the aggregate amount of any
such duplicative or excess assets sold or transferred in any fiscal year
(excluding sales or transfers during an Enabling Period) does not exceed 1% of
all fixed assets (net of depreciation) held by FIL and its Subsidiaries as of
the end of the immediately preceding fiscal quarter;

(iv) damaged, obsolete or worn-out assets and scrap, in each case in the
ordinary course of business;

(v) assets or property to any Borrower or any Subsidiary of FIL from any
other Borrower or Subsidiary of FIL;

105

(vi) dispositions of Investments permitted under Section 7.05
consisting of cash equivalents and marketable securities for a purchase price
that is not less than fair market value of the Investments being sold;

(vii) fixed assets sold and leased back by FIL or its Subsidiaries for fair
market value in a transaction not otherwise prohibited hereunder, provided such
assets were first acquired by FIL or its Subsidiaries no earlier than 180 days
prior to the date of such sale-leaseback;

(viii) sales and other dispositions of Non-Core Assets for fair market value;

(ix) sales and other dispositions of assets or Investments not constituting
Non-Core Assets for fair market value, excluding sales or other dispositions
during an Enabling Period, in an aggregate amount not to exceed in any fiscal
year 10% of the total assets of FIL and its Subsidiaries at the end of the
immediately preceding fiscal year; and

(x) assets and property pursuant to distributions and dividends permitted by
Section 7.06.

7.04 Mergers, Acquisitions, Etc. None of the Borrowers or
any of FIL153s Subsidiaries shall amalgamate or consolidate with or merge into any
other Person or permit any other Person to amalgamate or merge into them,
acquire any Person as a new Subsidiary or acquire all or substantially all of
the assets of any other Person, except for the following:

(a) The Borrowers and FIL153s Subsidiaries may amalgamate or merge with each
other and with any other Person permitted to be acquired as a new Subsidiary
under clause (b) below, provided that (i) (A) in any such
amalgamation or merger involving any Borrower, such Borrower is the surviving
Person and (B) in any such amalgamation or merger involving a Guarantor, the
surviving Person is an Eligible Material Subsidiary and becomes a Guarantor by
executing and delivering such documents of assumption, and related certificates
and legal opinions as the Administrative Agent may reasonably request, and (ii)
in each case, no Default has occurred and is continuing on the date of, or will
result after giving effect to, any such amalgamation or merger;

(b) The Borrowers and FIL153s Subsidiaries may acquire any Person as a new
Subsidiary or all or substantially all of the assets of any Person or line of
business or division of any Person, provided that:

(i) No Default has occurred and is continuing on the date of, or will result
after giving effect to, any such acquisition;

(ii) Such Person (or line or division) is not primarily engaged in any
business substantially different from (A) the present business of the Company or
any Subsidiary (other than any such acquired Subsidiary) or (B) any business
reasonably related or ancillary thereto; and

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(iii) In the case of an acquisition of a Person as a new Subsidiary, the
Borrowers or FIL153s Subsidiaries possess the power to direct or cause the
direction of the management and policies of such Person; and

(c) Any of FIL153s Subsidiaries may amalgamate or consolidate with or merge
into any other Person or permit any other Person to merge into them in
connection with a sale, transfer or other disposition of assets permitted under
Section 7.03 or in connection with a joint venture Investment permitted
under Section 7.05, provided that to the extent any Loan Party is a party
to any such joint venture, such Loan Party shall be the surviving entity.

7.05 Investments. During any time that is not an Enabling
Period, none of the Borrowers or any of FIL153s Subsidiaries shall make any
Investment, except for the following:

(a) Investments, other than Investments in joint ventures or non-Wholly-Owned
Subsidiaries, permitted by the investment policy of FIL delivered by FIL to the
Administrative Agent on the Closing Date or, if any changes to the investment
policy of FIL are hereafter duly approved by the Board of Directors of FIL, in
any subsequent investment policy which is the most recent investment policy
delivered by FIL to Administrative Agent with a certificate of FIL153s chief
financial officer to the effect that such investment policy has been duly
approved by FIL153s Board of Directors and is then in effect;

(b) Investments listed in Schedule 7.05 committed on the Closing Date;

(c) Investments received by Borrowers and FIL153s Subsidiaries in connection
with the bankruptcy or reorganization of customers and suppliers and in
settlement of delinquent obligations of, and other disputes with, customers and
suppliers arising in the ordinary course of business;

(d) Investments by FIL or its Subsidiaries in FIL or Wholly-Owned
Subsidiaries of FIL;

(e) Investments consisting of loans to employees and officers for travel,
housing, relocation and other similar expenses incurred in the ordinary course
of business;

(f) Investments of Borrowers and FIL153s Subsidiaries in interest rate
protection, currency swap and foreign exchange arrangements, provided
that all such arrangements are entered into in connection with bona fide hedging
operations and not for speculation;

(g) Deposit accounts;

(h) Investments permitted by Section 7.04, other than joint venture
Investments and Investments in Subsidiaries that are not Wholly-Owned
Subsidiaries;

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(i) Investments made as a result of (i) the receipt of non-cash consideration
from an asset disposition permitted under Section 7.03 or (ii) a retained
interest in any asset disposed of in a transaction permitted under Section
7.03 (and any increases in any such Investments under clauses (i) and (ii)
above); and

(j) Other Investments (including joint venture Investments and Investments in
Subsidiaries that are not Wholly-Owned Subsidiaries), provided that:

(i) No Default has occurred and is continuing on the date of, or will result
after giving effect to, any such Investment; and

(ii) The aggregate consideration paid by Borrowers and FIL153s Subsidiaries for
all such Investments pursuant to this clause (j) in any fiscal year (without
duplication) does not exceed the sum of (1) 10% of the total assets of FIL and
its Subsidiaries at the end of the immediately preceding fiscal quarter, plus
(2) 75% of the Net Proceeds received from the issuance by FIL of any Equity
Securities of the type described in clause (a) of the definition of “Equity
Securities” during calendar year 2007 or thereafter.

For the avoidance of doubt, during an Enabling Period the limitations on
Investments contained in this Section 7.05 shall not apply.

7.06 Dividends, Redemptions, Etc. None of the Borrowers or
any of FIL153s Subsidiaries shall (a) pay any dividends or make any distributions
(whether in cash, securities or other property) on its Equity Securities,
including any payment to a sinking fund or similar deposit, (b) purchase,
redeem, retire, defease, cancel, terminate, or otherwise acquire for value any
of its Equity Securities, or (c) return any capital to any holder of its Equity
Securities as such, or set apart any sum for any of the foregoing purposes,
except as follows:

(i) Any of the Borrowers or any of FIL153s Subsidiaries may pay dividends or
make distributions on, or make exchanges of, its Equity Securities payable in
such Person153s own Equity Securities;

(ii) Any Subsidiary of FIL may pay dividends, make distributions (whether in
cash, securities or other property) or return capital to, or repurchase, redeem,
retire, defease, or otherwise acquire for value its Equity Securities from, the
holders of such Subsidiary153s Equity Securities;

(iii) FIL may pay dividends on its Equity Securities payable in cash or
repurchase, redeem, retire, defease, or otherwise acquire for value its Equity
Securities for cash, provided that, in each case, no Default has occurred and is
continuing on the date of, or will result after giving effect to, any such
payment or repurchase, redemption, retirement, defeasance or other acquisition;

(iv) FIL and its Subsidiaries may make regularly scheduled payments of
interest and principal on any Indebtedness which constitutes Equity Securities,
and payments due upon the conversion of such Equity Securities, in accordance
with the terms thereof, subject to the terms of any applicable subordination
agreement; and

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(v) Provided there exists no Default either before or after giving effect
thereto, FIL and its Subsidiaries may make distributions (including dividends)
in the form of Equity Securities of a Subsidiary or Subsidiaries the aggregate
value of which distributions together shall not exceed $800,000,000 during the
term hereof, provided, that for purposes of this clause (v), the aggregate value
of any such distribution shall be deemed to be equal to the product of (A) the
value of the assets of such Subsidiary (as shown on the Financial Statements of
FIL most recently delivered pursuant to Section 6.01(a) or (b))
and (B) the percentage of the Equity Securities in such Subsidiary that were
paid in such distribution.

7.07 Change in Business. None of the Borrowers or any of
FIL153s Subsidiaries shall engage to any material extent, either directly or
indirectly, in any business substantially different from (i) their present
business or (ii) any business reasonably related or ancillary thereto.

7.08 Employee Benefit Plans.

(a) None of the Borrowers or any ERISA Affiliate shall (i) adopt or institute
any employee pension benefit plan within the meaning of section 3(2) of ERISA
that is subject to Title IV of ERISA (not including any such plan of a Person
existing at the time such Person was acquired by a Borrower or any ERISA
Affiliate), (ii) take any action which will result in the partial or complete
withdrawal, within the meanings of sections 4203 and 4205 of ERISA, from a
Multiemployer Plan, (iii) engage or permit any Person to engage in any
transaction prohibited by section 406 of ERISA or section 4975 of the Code
involving any Employee Benefit Plan or Multiemployer Plan which would subject
any Borrower or any ERISA Affiliate to any material tax, penalty or other
liability including a liability to indemnify, (iv) fail to meet the minimum
funding standards of sections 412 or 430 of the Code, (v) fail to make full
payment when due of all amounts due as contributions to any Employee Benefit
Plan or Multiemployer Plan, (vi) fail to comply with the requirements of section
4980B of the Code or Part 6 of Title I(B) of ERISA, or (vii) adopt any amendment
to any Employee Benefit Plan which would require the posting of security
pursuant to section 436(f)(1) of the Code, where singly or cumulatively, the
above would be reasonably and substantially likely to have a Material Adverse
Effect.

(b) None of the Borrowers or any of FIL153s Subsidiaries shall (i) engage in
any transaction prohibited by any Governmental Rule applicable to any Foreign
Plan, (ii) fail to make full payment when due of all amounts due as
contributions to any Foreign Plan or (iii) otherwise fail to comply with the
requirements of any Governmental Rule applicable to any Foreign Plan, where
singly or cumulatively, the above would be reasonably and substantially likely
to have a Material Adverse Effect.

7.09 Transactions With Affiliates. None of the Borrowers or
any of FIL153s Subsidiaries shall enter into any Contractual Obligation with any
Affiliate (other than one of the Borrowers or one of its Subsidiaries) or engage
in any other transaction with any such Affiliate except (i) upon terms at least
as favorable to such Borrower or such Subsidiary as an arms-length transaction
with unaffiliated Persons, except as disclosed or reflected in the Financial
Statements of FIL for the fiscal year ended March 31, 2011 and the quarter ended
July 1, 2011, furnished by FIL to the Administrative Agent prior to the date
hereof, or as timely disclosed or reflected (or to be timely disclosed or
reflected) in the Financial Statements delivered to the Administrative

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Agent pursuant to Section 6.01(a) or (b), (ii) compensation
arrangements, indemnification agreements and employee benefits plans for
officers and directors duly approved by the board of directors of the Company or
such Subsidiary, (iii) in connection with transactions made in accordance with
Section 7.04 or 7.05, or (iv) dividends, distributions,
redemptions, payments and other transactions permitted under Section
7.06.

7.10 Accounting Changes. FIL and its Subsidiaries shall not
(a) change their fiscal year (currently April 1 through March 31), or (b) change
in any material respect their accounting practices except (i) as required by
GAAP, or (ii) as permitted by GAAP if such Person receives the prior written
consent of the Administrative Agent to such GAAP-permitted change;
provided, however, that FIL and its Subsidiaries may change their
fiscal year on a one-time basis during the term of this Agreement or materially
change their accounting practices to the extent permitted by GAAP without the
prior written consent of the Administrative Agent if, in either event, (A) FIL
shall deliver to the Administrative Agent notice (“change notice”) detailing
such change in fiscal year or practice no later than 90 days prior to the
intended effective date of such change, and (B) if the Required Lenders shall so
request by notice delivered by the Administrative Agent to the Company no later
than 30 days after the date of such change notice, the Administrative Agent, the
Lenders and the Company shall negotiate in good faith to amend any ratio or
covenant requirement set forth in any Loan Document that would reasonably be
expected to be affected (either on a one-time basis, or otherwise) by such
change in fiscal year or practice, to preserve the original intent thereof in
light of such change in fiscal year or practice (any such amendment to be
subject to the approval of the Required Lenders), provided that, until and
unless such provisions are duly amended, no such change in fiscal year or
material change in accounting practice shall become effective.

7.11 Burdensome Contractual Obligations. None of the
Borrowers or any of FIL153s Subsidiaries will enter into any Contractual
Obligation (excluding this Agreement and the other Loan Documents) that
restricts the ability of any Wholly-Owned Subsidiary of FIL or any other
Subsidiary of FIL that had revenues during the immediately preceding fiscal year
equal to or greater than $25,000,000 or net worth on the last day of the
immediately preceding fiscal year equal to or greater than $25,000,000, to pay
or make dividends or distributions in cash or kind, to make loans, advances or
other payments of whatsoever nature or to make transfers or distributions of all
or any part of their assets to any of the Borrowers or to any Subsidiary of such
Subsidiary; provided, however, that the foregoing shall not apply
to:

(a) restrictions or conditions imposed by any Governmental Rule;

(b) customary restrictions and conditions contained in licenses, leases and
franchise agreements;

(c) transfer or distribution restrictions or conditions arising in connection
with the sale of a Subsidiary or other assets otherwise permitted hereunder,
effective pending such sale, provided such restrictions and conditions apply
only to such Subsidiary or assets to be sold;

(d) restrictions or conditions in respect of transfers or distributions
affecting property or assets subject to a Permitted Lien;

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(e) restrictions or conditions contained in instruments and agreements
evidencing Indebtedness for borrowed money that are taken as a whole no more
restrictive than such restrictions and conditions contained in this Agreement;

(f) customary restrictions in respect of transfers or distributions contained
in purchase or supply agreements entered into in the ordinary course of
business, provided such restrictions are limited to the property or assets that
are the subject of such agreements, and customary restrictions on the assignment
of such agreements contained in agreements entered into in the ordinary course
of business;

(g) restrictions or conditions contained in any joint venture agreements,
partnership agreements and other agreements relating to the joint ownership of
assets, provided such restrictions or conditions apply only to the assets or
property contained within such joint venture, partnership or other joint
ownership arrangement;

(h) restrictions or conditions relating to Receivables Assets contained in
agreements relating to securitization, factoring and other similar receivables
sale transactions permitted hereunder;

(i) restrictions or conditions imposed by agreements governing Existing
Secured Indebtedness (but shall not apply to any extension or renewal of, or any
amendment or modification expanding the scope of, any such restriction or
condition); and

(j) restrictions or conditions applicable to assets (including agreements) or
a Person acquired by any of the Borrowers or any of FIL153s Subsidiaries as
permitted by this Agreement, provided that the exception in this clause
(j) shall cease to apply, from and after the date that is 180 days after such
acquisition, to restrictions or conditions imposed by agreements governing
Indebtedness of a Person to the extent such Person is or becomes a Material
Subsidiary.

7.12 Financial Covenants. The Borrowers will comply, and
will cause compliance, with the following financial covenants, unless the
Required Lenders shall otherwise consent in writing:

(a) Debt/EBITDA Ratio. FIL shall not permit its Debt/EBITDA Ratio as
of the last day of any fiscal quarter to exceed 4.00:1.00.

(b) Interest Coverage Ratio. FIL shall not permit its Interest
Coverage Ratio to be less than 3.00 to 1.00 for any consecutive four-quarter
period ending on the last day of any fiscal quarter.

ARTICLE VIII.
EVENTS OF DEFAULT AND REMEDIES

8.01 Events of Default. Any of the following shall
constitute an Event of Default:

(a) Non-Payment. Any Borrower or any other Loan Party fails to pay (i)
when and as required to be paid hereunder, and in the currency required
hereunder,

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any amount of principal of any Loan or any L/C Obligation, or (ii) within
five Business Days after the same becomes due, any interest on any Loan or on
any L/C Obligation, or any fee due hereunder, or (iii) within five Business Days
after the same becomes due, any other amount payable hereunder or under any
other Loan Document; or

(b) Specific Defaults. Any Borrower or any of FIL153s Subsidiaries
(whether or not a party hereto) shall fail to observe or perform any covenant,
obligation, condition or agreement set forth in 6.06 or 6.07(a) (with respect to
the existence of any Borrower) or Article VII; or

(c) Other Defaults. Any Borrower or any of FIL153s Subsidiaries (whether
or not a party hereto) shall fail to observe or perform any other covenant,
obligation, condition or agreement contained in this Agreement or the other Loan
Documents and such failure shall continue for 30 Business Days after the earlier
of (i) any Borrower153s written acknowledgement of such failure and (ii) the
Administrative Agent153s or any Lender153s written notice to the Borrowers of such
failure; provided, however, that (x) if the Borrower shall have failed to
provide a notice of Default within five Business Days as required under Section
6.01(d)(iv), such 30-Business Day cure period shall be reduced by the
number of days that have elapsed following the expiration of such five-Business
Day notice period until such notice was provided and (y) in the event that such
failure cannot reasonably be cured within such 30 Business Day period, and such
failure relates to the observance or performance of any of the covenants,
obligations, conditions or agreements contained in Section 5.06 hereof
with respect to Hazardous Materials or any Environmental Laws or any judgment,
consent decree, settlement or compromise in respect of any claim based thereon,
it shall not constitute an Event of Default hereunder so long as the Borrowers
shall have commenced to cure such failure within such 30 Business Day period and
shall thereafter diligently pursue such cure to completion, and provided,
further, that such failure shall in all events be cured within 180 days after
the Administrative Agent153s or such Lender153s written notice thereof; or

(d) Representations and Warranties. Any representation or warranty or
written certificate, information or other statement (financial or otherwise)
made or furnished by or on behalf of any Borrower to the Administrative Agent or
any Lender in or in connection with this Agreement or any of the other Loan
Documents, or as an inducement to the Administrative Agent or any Lender to
enter into this Agreement, shall be false, incorrect, incomplete or misleading
in any material respect when made (or deemed made) or furnished; or

(e) Cross-Default. (i) Any Borrower, any Guarantor or any Material
Subsidiary shall fail to make any payment on account of any Indebtedness of such
Person (other than the Obligations) when due (whether at scheduled maturity, by
required prepayment, upon acceleration or otherwise) and such failure shall
continue beyond any period of grace provided with respect thereto, if the amount
of such Indebtedness exceeds $100,000,000 or the effect of such failure is to
cause, or permit the holder or holders thereof to cause, Indebtedness of any
Borrower, any Guarantor and any Material Subsidiary (other than the Obligations)
in an aggregate amount exceeding $100,000,000 to become due (whether at
scheduled maturity, by required prepayment, upon

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acceleration or otherwise); or (ii) any Borrower, any Guarantor or any
Material Subsidiary shall otherwise fail to observe or perform any agreement,
term or condition contained in any agreement or instrument relating to any
Indebtedness of such Person (other than the Obligations), or any other event
shall occur or condition shall exist, if the effect of such failure, event or
condition is to cause, or permit the holder or holders thereof to cause,
Indebtedness of any Borrower, any Guarantor and any Material Subsidiary (other
than the Obligations) in an aggregate amount exceeding $100,000,000 to become
due (and/or to be secured by cash collateral other than cash collateral
obligations not arising from an event of default under any agreement or
instrument relating to Indebtedness incurred in connection with Synthetic Lease
Obligations or letters of credit); provided that, for the avoidance of doubt, so
long as any acquired Person (or its successor by merger, consolidation or
otherwise) is not in breach of its obligations in respect of repaying or
repurchasing, or making an offer to repay or repurchase, any Indebtedness of
such Person of the kind described in Section 7.01(g), which obligations
in respect of repaying or repurchasing, or making an offer to repay or
repurchase, result from the acquisition of such Person, neither the existence of
such repayment or repurchase obligations (nor the circumstances giving rise to
such obligations) shall constitute an Event of Default under this Section
8.01(e); or

(f) Insolvency, Voluntary Proceedings. Any Borrower or any Significant
Subsidiary shall (i) apply for or consent to the appointment of a receiver,
trustee, liquidator or custodian of itself or of all or a substantial part of
its property, (ii) be unable, or admit in writing its inability, to pay its
debts generally as they mature, (iii) make a general assignment for the benefit
of its or any of its creditors, (iv) become insolvent (as such term may be
defined or interpreted under any applicable statute), (v) commence a voluntary
case or other proceeding seeking liquidation, reorganization or other relief
with respect to itself or its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect or consent to any such relief or to the
appointment of or taking possession of its property by any official in an
involuntary case or other proceeding commenced against it, or (vi) take any
action for the purpose of effecting any of the foregoing; or FIL, any Designated
Borrower or any Material Subsidiary shall be dissolved or liquidated in full or
in part; provided, however, that the dissolution, liquidation or
termination of the existence of an Excluded Subsidiary shall not constitute an
Event of Default under this Section 8.01(f); or

(g) Involuntary Proceedings. Proceedings for the appointment of a
receiver, trustee, liquidator or custodian of any Borrower or any Significant
Subsidiary or of all or a substantial part of the property thereof, or an
involuntary case or other proceedings seeking liquidation, reorganization or
other relief with respect to any Borrower or any Significant Subsidiary or the
debts thereof under any bankruptcy, insolvency or other similar law now or
hereafter in effect shall be commenced and an order for relief entered or such
proceeding shall not be dismissed or discharged within 60 days of commencement;
or

(h) Judgments. (i) One or more non-interlocutory judgments, orders,
decrees or arbitration awards requiring Borrowers and/or FIL153s Subsidiaries to
pay an aggregate amount of $100,000,000 or more (exclusive of amounts covered by
insurance issued by

113

an insurer not an Affiliate of Borrowers and otherwise satisfying the
requirements set forth in Section 6.04 to which the insurer does not
dispute coverage) shall be rendered against Borrowers and/or FIL153s Subsidiaries
in connection with any single or related series of transactions, incidents or
circumstances and the same shall not be satisfied, vacated or stayed for a
period of 60 consecutive days, (ii) any non-interlocutory judgment, writ,
assessment, warrant of attachment, tax lien or execution or similar process
shall be issued or levied against a substantial part of the property of any
Borrower or any of FIL153s Subsidiaries and the same (A) shall not be released,
stayed, vacated or otherwise dismissed within 60 days after issue or levy and
(B) is reasonably and substantially likely to have a Material Adverse Effect or
(iii) any non-interlocutory judgments, orders, decrees, arbitration awards,
writs, assessments, warrants of attachment, tax liens or executions or similar
processes which do not constitute an Event of Default under Section
8.01(h)(ii) and which, alone or in the aggregate, are reasonably and
substantially likely to have a Material Adverse Effect are rendered, issued or
levied; or

(i) Loan Documents. Any Loan Document (other than the Flextronics
(Netherlands) Guaranty) or any material term thereof shall cease to be, or be
asserted by any Borrower or any Guarantor not to be, a legal, valid and binding
obligation of any Borrower or any Guarantor enforceable in accordance with its
terms; or

(j) Employee Benefit Plans. (i) Any Reportable Event which constitutes
grounds for the termination of any Employee Benefit Plan by the PBGC or for the
appointment of a trustee by the PBGC to administer any Employee Benefit Plan,
and which is reasonably and substantially certain to result in liability to the
Borrower in excess of $50,000,000 shall occur, or (ii) any Employee Benefit Plan
shall be terminated within the meaning of Title IV of ERISA (x) in a distress
termination, or (y) other than a distress termination and the resulting
liability is in excess of $50,000,000; or

(k) Change of Control. Any Change of Control shall occur.

(l) Existing Term Loans. More than $500,000,000 of FIL153s existing term
loans under that certain $1.759 billion Term Loan Agreement dated as of October
1, 2007 shall remain outstanding on July 1, 2014 unless on and after such date
FIL has, and maintains through the repayment in full thereof, a Liquidity Amount
at least equal to the sum of (i) the aggregate outstanding principal amount of
such term loans plus (ii) $500,000,000.

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

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

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(b) declare the unpaid principal amount of all outstanding Loans, all
interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be immediately due and payable,
without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived by the Borrowers;

(c) require that the Company Cash Collateralize the L/C Obligations (in an
amount equal to the then Outstanding Amount thereof); and

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

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

8.03 Application of Funds. After the exercise of remedies
provided for in Section 8.02 (or after the Loans have automatically
become immediately due and payable and the L/C Obligations have automatically
been required to be Cash Collateralized as set forth in the proviso to
Section 8.02), any amounts received on account of the Obligations shall,
subject to the provisions of Sections 2.18 and 2.19, be applied by
the Administrative Agent in the following order:

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

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

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

Fourth, to payment of that portion of the Obligations constituting
unpaid principal of the Loans and L/C Borrowings, ratably among the Lenders and
the L/C Issuer in proportion to the respective amounts described in this clause
Fourth held by them;

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Fifth, to the Administrative Agent for the account of the L/C Issuer,
to Cash Collateralize that portion of L/C Obligations comprised of the aggregate
undrawn amount of Letters of Credit to the extent not otherwise Cash
Collateralized by the Borrower pursuant to Sections 2.03 and
2.18; and

Last, the balance, if any, after all of the Obligations have been
indefeasibly paid in full, to the Company or as otherwise required by any
Governmental Rule.

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

8.04 Lender Rate Contract Remedies. Notwithstanding any
other provision of this Article VIII, each Lender or its Affiliate which
has entered into a Rate Contract with FIL or its Subsidiaries (“Lender Rate
Contract“) shall have the right, with prior notice to the Administrative
Agent, but without the approval or consent of the Administrative Agent or any
other Lender, to the extent provided by such Lender Rate Contracts, (a) to
declare an event of default, termination event or other similar event thereunder
which will result in the early termination of such Lender Rate Contract, (b) to
determine net termination amounts in accordance with the terms of such Lender
Rate Contract and to set-off amounts between Lender Rate Contracts of such
Lender, and (c) to prosecute any legal action against any Borrower or any of
FIL153s Subsidiaries to enforce net amounts owing to such Lender or its Affiliate
under such Lender Rate Contracts.

ARTICLE IX.
ADMINISTRATIVE AGENT

9.01 Appointment and Authority. Each of the Lenders and the
L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as
the Administrative Agent hereunder and under the other Loan Documents and
authorizes the Administrative Agent to take such actions on its behalf and to
exercise such powers as are delegated to the Administrative Agent by the terms
hereof or thereof, together with such actions and powers as are reasonably
incidental thereto. The provisions of this Article are solely for the benefit of
the Administrative Agent, the Lenders and the L/C Issuer, and no Borrower shall
have rights as a third party beneficiary of any of such provisions.

9.02 Rights as a Lender. The Person serving as the
Administrative Agent hereunder shall have the same rights and powers in its
capacity as a Lender as any other Lender and may exercise the same as though it
were not the Administrative Agent and the term “Lender” or “Lenders” shall,
unless otherwise expressly indicated or unless the context otherwise requires,
include the Person serving as the Administrative Agent hereunder in its
individual capacity. Such Person and its Affiliates may accept deposits from,
lend money to, act as the financial advisor or in any other advisory capacity
for and generally engage in any kind of business with the Borrowers or any
Subsidiary or other Affiliate thereof as if such Person were not the
Administrative Agent hereunder and without any duty to account therefor to the
Lenders.

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

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

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

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

The Administrative Agent shall not be liable for any action taken or not
taken by it (i) with the consent or at the request of the Required Lenders (or
such other number or percentage of the Lenders as shall be necessary, or as the
Administrative Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Sections 10.01 and 8.02) or (ii) in
the absence of its own gross negligence or willful misconduct. The
Administrative Agent shall be deemed not to have knowledge of any Default unless
and until notice describing such Default is given to the Administrative Agent by
the Company, a Lender or the L/C Issuer.

The Administrative Agent shall not be responsible for or have any duty to
ascertain or inquire into (A) any statement, warranty or representation made in
or in connection with this Agreement or any other Loan Document, (B) the
contents of any certificate, report or other document delivered hereunder or
thereunder or in connection herewith or therewith, (C) 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, (D) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan
Document or any other agreement, instrument or document or (E) the satisfaction
of any condition set forth in Article IV or elsewhere herein, other than
to confirm receipt of items expressly required to be delivered to the
Administrative Agent.

9.04 Reliance by Administrative Agent. The Administrative
Agent shall be entitled to rely upon, and shall not incur any liability for
relying upon, any notice, request, certificate, consent, statement, instrument,
document or other writing (including any electronic message, Internet or
intranet website posting or other distribution) believed by it to be genuine and
to have been signed, sent or otherwise authenticated by the proper Person. The
Administrative Agent also may rely upon any statement made to it orally or by
telephone and believed by it to have

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

9.05 Delegation of Duties. The Administrative Agent may
perform any and all of its duties and exercise its rights and powers hereunder
or under any other Loan Document by or through any one or more sub-agents
appointed by the Administrative Agent. The Administrative Agent and any such
sub-agent may perform any and all of its duties and exercise its rights and
powers by or through their respective Related Parties. The exculpatory
provisions of this Article shall apply to any such sub-agent and to the Related
Parties of the Administrative Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.

9.06 Resignation of Administrative Agent. The Administrative
Agent may at any time give notice of its resignation to the Lenders, the L/C
Issuer and the Company. Upon receipt of any such notice of resignation, the
Required Lenders shall have the right, in consultation with the Company, to
appoint a successor, which shall be a bank with an office in the United States,
or an Affiliate of any such bank with an office in the United States. If no such
successor shall have been so appointed by the Required Lenders and shall have
accepted such appointment within 30 days after the retiring Administrative Agent
gives notice of its resignation, then the retiring Administrative Agent may on
behalf of the Lenders and the L/C Issuer, appoint a successor Administrative
Agent meeting the qualifications set forth above; provided that if the
Administrative Agent shall notify the Company and the Lenders that no qualifying
Person has accepted such appointment, then such resignation shall nonetheless
become effective in accordance with such notice and (a) the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder and under the other Loan Documents and (b) all payments,
communications and determinations provided to be made by, to or through the
Administrative Agent shall instead be made by or to each Lender and the L/C
Issuer directly, until such time as the Required Lenders appoint a successor
Administrative Agent as provided for above in this Section. Upon the acceptance
of a successor153s 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 Company to a
successor Administrative Agent shall be the same as those payable to its
predecessor unless otherwise agreed between the Company and such successor.
After the retiring Administrative Agent153s resignation hereunder and under the
other Loan Documents, the provisions of this Article and Section 10.04
shall continue in effect for the benefit of such retiring Administrative Agent,
its sub-agents and their respective Related Parties in respect of

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any actions taken or omitted to be taken by any of them while the retiring
Administrative Agent was acting as Administrative Agent.

Any resignation by Bank of America as Administrative Agent pursuant to this
Section shall also constitute its resignation as L/C Issuer and Swing Line
Lender. Upon the acceptance of a successor153s 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 L/C Issuer and Swing Line
Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged
from all of their respective duties and obligations hereunder or under the other
Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit
in substitution for the Letters of Credit, if any, outstanding at the time of
such succession or make other arrangements satisfactory to the retiring L/C
Issuer to effectively assume the obligations of the retiring L/C Issuer with
respect to such Letters of Credit.

9.07 Non-Reliance on Administrative Agent and Other Lenders.
Each Lender and the L/C Issuer acknowledges that it has, independently and
without reliance upon the Administrative Agent or any other Lender or any of
their Related Parties and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender and the L/C Issuer also acknowledges that it will,
independently and without reliance upon the Administrative Agent or any other
Lender or any of their Related Parties and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement,
any other Loan Document or any related agreement or any document furnished
hereunder or thereunder.

9.08 No Other Duties, Etc. Anything herein to the contrary
notwithstanding, none of the Bookrunners, Book Managers, Arrangers, Syndication
Agents or Documentation Agents listed on the cover page hereof shall have any
powers, duties or responsibilities under this Agreement or any of the other Loan
Documents, except in its capacity, as applicable, as the Administrative Agent, a
Lender or an L/C Issuer hereunder.

9.09 Administrative Agent May File Proofs of Claim. In case
of the pendency of any proceeding under any Debtor Relief Law or any other
judicial proceeding relative to any Loan Party, the Administrative Agent
(irrespective of whether the principal of any Loan or L/C Obligation shall then
be due and payable as herein expressed or by declaration or otherwise and
irrespective of whether the Administrative Agent shall have made any demand on
any Borrower) shall be entitled and empowered, by intervention in such
proceeding or otherwise

(a) to file and prove a claim for the whole amount of the principal and
interest owing and unpaid in respect of the Loans, L/C Obligations and all other
Obligations that are owing and unpaid and to file such other documents as may be
necessary or advisable in order to have the claims of the Lenders, the L/C
Issuer and the Administrative Agent (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Lenders, the L/C
Issuer and the Administrative Agent and their respective agents and counsel and
all other amounts due the Lenders, the L/C Issuer and the Administrative Agent
under Sections 2.03(i) and (j), 2.09 and 10.04)
allowed in such judicial proceeding; and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender and the L/C Issuer to make such payments to the Administrative Agent
and, in the event that the Administrative Agent shall consent to the making of
such payments directly to the Lenders and the L/C Issuer, to pay to the
Administrative Agent any amount due for the reasonable compensation, expenses,
disbursements and advances of the Administrative Agent and its agents and
counsel, and any other amounts due the Administrative Agent under Sections
2.09 and 10.04.

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

9.10 Guaranty Matters. The Lenders and the L/C Issuer
irrevocably authorize the Administrative Agent, at its option and in its
discretion, (a) to release any Subsidiary Guarantor from its obligations under
the Subsidiary Guaranty if there occurs a Release Date (as defined in the
Subsidiary Guaranty) as to such Person, (b) to release Flextronics (Netherlands)
at any time from the Subsidiary Guaranty and (c) to release any Subsidiary
Guarantor which is a Significant Subsidiary (but not a Material Subsidiary) from
the Subsidiary Guaranty upon, and in exchange for, the Company causing any other
Significant Subsidiary or Significant Subsidiaries not already party thereto to
enter into the Subsidiary Guaranty (and comply with the documentary requirements
of Section 6.10(a) applicable to Eligible Material Subsidiaries) if the
Administrative Agent determines in its sole discretion that such exchange of
Subsidiary Guarantors will not be disadvantageous to the Lenders in any material
respect). Upon request by the Administrative Agent at any time, the Required
Lenders will confirm in writing the Administrative Agent153s authority to release
any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty
pursuant to this Section 9.10.

ARTICLE X.
MISCELLANEOUS

10.01 Amendments, Etc. No amendment or waiver of any
provision of this Agreement or any other Loan Document, and no consent to any
departure by the Company or any other Loan Party therefrom, shall be effective
unless in writing signed by the Required Lenders and the Company or the
applicable Loan Party, as the case may be, and acknowledged by the
Administrative Agent (which acknowledgment the Administrative Agent shall
provide promptly and in any event within three Business Days following its
actual receipt of an amendment or waiver countersigned by the Required Lenders,
Company and other applicable Loan Party, if any), and each such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given; provided, however, that no such
amendment, waiver or consent shall:

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(a) waive any condition set forth in Section 4.01(a) without the
written consent of each Lender;

(b) without limiting the generality of clause (a) above, waive any condition
set forth in Section 4.02 as to any Credit Extension under a particular
Facility without the written consent of the Required Revolving Lenders and/or
the Required Term A Lenders, as the case may be;

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

(d) postpone any date fixed by this Agreement or any other Loan Document for
any payment of principal, interest, fees or other amounts due to the Lenders (or
any of them) hereunder or under any other Loan Document without the written
consent of each Lender directly affected thereby;

(e) reduce the principal of, or the rate of interest specified herein on, any
Loan or L/C Borrowing, or (subject to clause (v) of the second proviso to this
Section 10.01) any fees or other amounts payable hereunder or under any
other Loan Document without the written consent of each Lender directly affected
thereby; provided, however, that only the consent of the Required
Lenders shall be necessary to amend the definition of “Default Rate” or to waive
any obligation of any Borrower to pay interest or Letter of Credit Fees at the
Default Rate;

(f) change Section 2.13 or Section 8.03 in a manner that would
alter the pro rata sharing of payments required thereby without the written
consent of each Lender;

(g) amend Section 1.06 or the definition of “Alternative Currency”
without the written consent of each Lender;

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

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

and, provided further, that (i) no amendment, waiver or consent
shall, unless in writing and signed by the L/C Issuer in addition to the Lenders
required above, affect the rights or duties of the L/C Issuer under this
Agreement or any Issuer Document relating to any Letter of Credit issued or to
be issued by it; (ii) no amendment, waiver or consent shall, unless in writing
and

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signed by the Swing Line Lender in addition to the Lenders required above,
affect the rights or duties of the Swing Line Lender under this Agreement; (iii)
no amendment, waiver or consent shall, unless in writing and signed by the
Administrative Agent in addition to the Lenders required above, affect the
rights or duties of the Administrative Agent under this Agreement or any other
Loan Document; (iv) Section 10.06(h) may not be amended, waived or
otherwise modified without the consent of each Granting Lender all or any part
of whose Loans are being funded by an SPC at the time of such amendment, waiver
or other modification; (v) the Fee Letters may be amended, or rights or
privileges thereunder waived, in a writing executed only by the parties thereto
and (vi) any waiver, amendment or modification that by its terms affects the
Lenders in one Facility disproportionately adversely relative to Lenders in any
other Facility shall require the consent of the Required Revolving Lenders or
Revolving Term A Lenders, as applicable. Notwithstanding anything to the
contrary herein, no Defaulting Lender shall have any right to approve or
disapprove any amendment, waiver or consent hereunder (and any amendment, waiver
or consent which by its terms requires the consent of all Lenders or each
affected Lender may be effected with the consent of the applicable Lenders other
than Defaulting Lenders), except that (x) no Commitment of any Defaulting Lender
may be increased or extended without the consent of such Lender and (y) any
waiver, amendment or modification requiring the consent of all Lenders or each
affected Lender that by its terms affects any Defaulting Lender
disproportionately adversely relative to other affected Lenders shall require
the consent of such Defaulting Lender.

10.02 Notices; Effectiveness; Electronic Communication.

(a) Notices Generally. Except in the case of notices and other
communications expressly permitted to be given by telephone (and except as
provided in subsection (b) below), all notices and other communications provided
for herein shall be in writing and shall be delivered by hand or overnight
courier service, mailed by certified or registered mail or sent by telecopier as
follows, and all notices and other communications expressly permitted hereunder
to be given by telephone shall be made to the applicable telephone number, as
follows:

(i) if to a Borrower, the Administrative Agent, the L/C Issuer or the Swing
Line Lender, to the address, telecopier number, electronic mail address or
telephone number specified for such Person on Schedule 10.02; and

(ii) if to any other Lender, to the address, telecopier number, electronic
mail address or telephone number specified in its Administrative Questionnaire
(including, as appropriate, notices delivered solely to the Person designated by
a Lender on its Administrative Questionnaire then in effect for the delivery of
notices that may contain material non-public information relating to the
Borrower).

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

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

Unless the Administrative Agent otherwise prescribes, (i) notices and other
communications sent to an e-mail address shall be deemed received upon the
sender153s receipt of an acknowledgement from the intended recipient (such as by
the “return receipt requested” function, as available, return e-mail or other
written acknowledgement), provided that if such notice or other
communication is not sent during the normal business hours of the recipient,
such notice or communication shall be deemed to have been sent at the opening of
business on the next business day for the recipient, and (ii) notices or
communications posted to an Internet or intranet website shall be deemed
received upon the deemed receipt by the intended recipient at its e-mail address
as described in the foregoing clause (i) of notification that such notice or
communication is available and identifying the website address therefor.

(c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.”
THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS
OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY
DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO
WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD
PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT
PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event
shall the Administrative Agent or any of its Related Parties (collectively, the
“Agent Parties“) have any liability to any Borrower, any Lender, the L/C
Issuer or any other Person for losses, claims, damages, liabilities or expenses
of any kind (whether in tort, contract or otherwise) arising out of any
Borrower153s or the Administrative Agent153s 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 liability to any Borrower, any Lender,
the L/C Issuer or any other Person for indirect, special, incidental,
consequential or punitive damages (as opposed to direct or actual damages).

(d) Change of Address, Etc. Each of the Borrowers, the Administrative
Agent, the L/C Issuer and the Swing Line Lender may change its address,
telecopier or telephone number for notices and other communications hereunder by
notice to the other parties hereto. Each other Lender may change its address,
telecopier or telephone number for notices and other

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communications hereunder by notice to the Company, the Administrative Agent,
the L/C Issuer and the Swing Line Lender. In addition, each Lender agrees to
notify the Administrative Agent from time to time to ensure that the
Administrative Agent has on record (i) an effective address, contact name,
telephone number, telecopier number and electronic mail address to which notices
and other communications may be sent and (ii) accurate wire instructions for
such Lender. Furthermore, each Public Lender agrees to cause at least one
individual at or on behalf of such Public Lender to at all times have selected
the “Private Side Information” or similar designation on the content declaration
screen of the Platform in order to enable such Public Lender or its delegate, in
accordance with such Public Lender153s compliance procedures and applicable
Requirement of Law, including United States Federal and state securities
Requirements of Law, to make reference to Borrower Materials that are not made
available through the “Public Side Information” portion of the Platform and that
may contain material non-public information with respect to the Borrower or its
securities for purposes of United States Federal or state securities laws.

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

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

Notwithstanding anything to the contrary contained herein or in any other
Loan Document, the authority to enforce rights and remedies hereunder and under
the other Loan Documents against the Loan Parties or any of them shall be vested
exclusively in, and all actions and proceedings at law in connection with such
enforcement shall be instituted and maintained exclusively by, the
Administrative Agent in accordance with Section 8.02 for the benefit of
all the Lenders and the L/C Issuer; provided, however, that the
foregoing shall not prohibit (a) the Administrative Agent from exercising on its
own behalf the rights and remedies that inure to its benefit (solely in its
capacity as Administrative Agent) hereunder and under the other Loan Documents,
(b) the L/C Issuer or the Swing Line Lender from exercising the rights and
remedies that inure to its benefit (solely in its capacity as L/C Issuer or
Swing Line Lender, as the case may be) hereunder and under the other Loan
Documents, (c) any Lender from exercising setoff

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rights in accordance with Section 10.08 (subject to the terms of
Section 2.13), or (d) any Lender from filing proofs of claim or appearing
and filing pleadings on its own behalf during the pendency of a proceeding
relative to any Loan Party under any Debtor Relief Law; and provided,
further, that if at any time there is no Person acting as Administrative
Agent hereunder and under the other Loan Documents, then (i) the Required
Lenders shall have the rights otherwise ascribed to the Administrative Agent
pursuant to Section 8.02 and (ii) in addition to the matters set forth in
clauses (b), (c) and (d) of the preceding proviso and subject to Section
2.13, any Lender may, with the consent of the Required Lenders, enforce any
rights and remedies available to it and as authorized by the Required Lenders.

10.04 Expenses; Indemnity; Damage Waiver.

(a) Costs and Expenses. The Company shall pay (i) all reasonable
out-of-pocket expenses incurred by the Administrative Agent and its Affiliates
(including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent), in connection with the syndication of the credit
facilities provided for herein, the preparation, negotiation, execution,
delivery and administration of this Agreement and the other Loan Documents or
any amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated), (ii) all reasonable out-of-pocket expenses incurred by the L/C
Issuer in connection with the issuance, amendment, renewal or extension of any
Letter of Credit or any demand for payment thereunder and (iii) all
out-of-pocket expenses incurred by the Administrative Agent, any Lender or the
L/C Issuer (including the fees, charges and disbursements of any counsel for the
Administrative Agent, any Lender or the L/C Issuer) in connection with the
enforcement or protection of its rights (A) in connection with this Agreement
and the other Loan Documents, including its rights under this Section, or (B) in
connection with the Loans made or Letters of Credit issued hereunder, including
all such out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans or Letters of Credit. This Section
10.04(a) shall not apply with respect to Taxes other than Taxes that
represent losses or damages arising from any non-Tax claim.

(b) Indemnification by the Company. The Company shall indemnify the
Administrative Agent (and any sub-agent thereof), each Lender and the L/C
Issuer, and each Related Party of any of the foregoing Persons (each such Person
being called an “Indemnitee“) against, and hold each Indemnitee harmless
from, any and all losses, claims, damages, liabilities and related expenses
(including the fees, charges and disbursements of any counsel for any
Indemnitee), incurred by any Indemnitee in respect of or arising out of or in
connection with claims, damages, or liabilities asserted against any Indemnitee
by any third party or by any Borrower or any other Loan Party arising out of, in
connection with, or as a result of (i) the execution or delivery of this
Agreement, any other Loan Document or any agreement or instrument contemplated
hereby or thereby, the performance by the parties hereto of their respective
obligations hereunder or thereunder, the consummation of the transactions
contemplated hereby or thereby, or, in the case of the Administrative Agent (and
any sub-agent thereof) and its Related Parties only, the administration of this
Agreement and the other Loan Documents (including in respect of any matters
addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use
or proposed use of the proceeds therefrom (including any refusal by the L/C
Issuer to honor a demand for payment under a Letter of Credit if the documents

125

presented in connection with such demand do not strictly comply with the
terms of such Letter of Credit), (iii) any actual or alleged presence or release
of Hazardous Materials on or from any property owned or operated by any Borrower
or any of its Subsidiaries, or any environmental liability related in any way to
any Borrower or any of its Subsidiaries, or (iv) any actual or prospective
claim, litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory, whether brought by a third
party or by the Company or any other Loan Party, and regardless of whether any
Indemnitee is a party thereto; provided that such indemnity shall not, as
to any Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses (x) are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of such Indemnitee or (y) result from a claim
brought by the Company or any other Loan Party against an Indemnitee for breach
in bad faith of such Indemnitee153s obligations hereunder or under any other Loan
Document, if the Company or such other Loan Party has obtained a final and
nonappealable judgment in its favor on such claim as determined by a court of
competent jurisdiction. This Section 10.04(b) shall not apply with
respect to Taxes other than Taxes that represent losses or damages arising from
any non-Tax claim.

(c) Reimbursement by Lenders. To the extent that the Company for any
reason fails to indefeasibly pay any amount required under subsection (a) or (b)
of this Section to be paid by it to the Administrative Agent (or any sub-agent
thereof), the L/C Issuer or any Related Party of any of the foregoing, or the
Administrative Agent incurs any expense pursuant to Section 6.03 that is
not subject to reimbursement by the Company, but without affecting the Company153s
obligation (if any) to make such payment, each Lender severally agrees to pay to
the Administrative Agent (or any such sub-agent), the L/C Issuer or such Related
Party, as the case may be, such Lender153s Applicable Percentage (determined as of
the time that the applicable unreimbursed expense or indemnity payment is
sought) of such unpaid amount, provided that the unreimbursed expense or
indemnified loss, claim, damage, liability or related expense, as the case may
be, was incurred by or asserted against the Administrative Agent (or any such
sub-agent) or the L/C Issuer in its capacity as such, or against any Related
Party of any of the foregoing acting for the Administrative Agent (or any such
sub-agent) or L/C Issuer in connection with such capacity. The obligations of
the Lenders under this subsection (c) are subject to the provisions of
Section 2.12(d).

(d) Waiver of Consequential Damages, Etc. To the fullest extent
permitted by applicable law, no Borrower shall assert, and hereby waives, any
claim against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this Agreement, any other
Loan Document or any agreement or instrument contemplated hereby, the
transactions contemplated hereby or thereby, any Loan or Letter of Credit or the
use of the proceeds thereof. No Indemnitee referred to in subsection (b) above
shall be liable for any damages arising from the use by unintended recipients of
any information or other materials distributed to such unintended recipients by
such Indemnitee through telecommunications, electronic or other information
transmission systems in connection with this Agreement or the other Loan
Documents or the transactions contemplated hereby or thereby other than for
direct or actual damages resulting from the gross negligence or willful
misconduct of such Indemnitee as determined by a final and nonappealable
judgment of a court of competent jurisdiction.

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

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

10.05 Payments Set Aside. To the extent
that any payment by or on behalf of any Borrower is made to the Administrative
Agent, the L/C Issuer or any Lender, or the Administrative Agent, the L/C Issuer
or any Lender exercises its right of setoff, and such payment or the proceeds of
such setoff or any part thereof is subsequently invalidated, declared to be
fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by the Administrative Agent, the L/C Issuer or such
Lender in its discretion) to be repaid to a trustee, receiver or any other
party, in connection with any proceeding under any Debtor Relief Law or
otherwise, then (a) to the extent of such recovery, the obligation or part
thereof originally intended to be satisfied shall be revived and continued in
full force and effect as if such payment had not been made or such setoff had
not occurred, and (b) each Lender and the L/C Issuer severally agrees to pay to
the Administrative Agent upon demand its applicable share (without duplication)
of any amount so recovered from or repaid by the Administrative Agent, plus
interest thereon from the date of such demand to the date such payment is made
at a rate per annum equal to the applicable Overnight Rate from time to time in
effect, in the applicable currency of such recovery or payment. The obligations
of the Lenders and the L/C Issuer under clause (b) of the preceding sentence
shall survive the payment in full of the Obligations and the termination of this
Agreement.

10.06 Successors and Assigns.

(a) Successors and Assigns Generally. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that no Borrower may
assign or otherwise transfer any of its rights or obligations hereunder without
the prior written consent of the Administrative Agent and each Lender, and no
Lender may assign or otherwise transfer any of its rights or obligations
hereunder except (i) to an assignee in accordance with the provisions of
subsection (b) of this Section, (ii) by way of participation in accordance with
the provisions of subsection (d) of this Section, (iii) by way of pledge or
assignment of a security interest subject to the restrictions of subsection (f)
of this Section, or (iv) to an SPC in accordance with the provisions of
subsection (h) 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
Administrative Agent, the L/C Issuer 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 (including all

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or a portion of its Commitment and the Loans (including for purposes of this
subsection (b), participations in L/C Obligations and in Swing Line Loans) at
the time owing to it); provided that any such assignment shall be subject
to the following conditions:

(i) Minimum Amounts.

(A) in the case of an assignment of the entire remaining amount of the
assigning Lender153s Commitment under any Facility and the Loans at the time owing
to it under such Facility or in the case of an assignment to a Lender, an
Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned;
and

(B) in any case not described in subsection (b)(i)(A) of this Section, the
aggregate amount of the Commitment (which for this purpose includes Loans
outstanding thereunder) or, if the Commitment is not then in effect, the
principal outstanding balance of the Loans of the assigning Lender subject to
each such assignment, determined as of the date the Assignment and Assumption
with respect to such assignment is delivered to the Administrative Agent or, if
“Trade Date” is specified in the Assignment and Assumption, as of the Trade
Date, shall not be less than $5,000,000, in the case of any assignment in
respect of the Revolving Credit Facility, or $1,000,000, in the case of any
assignment in respect of the Term A Facility unless each of the Administrative
Agent and, so long as no Event of Default has occurred and is continuing, the
Company 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) Proportionate Amounts. Each partial assignment shall be made as
an assignment of a proportionate part of all the assigning Lender153s rights and
obligations under this Agreement with respect to the Loans or the Commitment
assigned, except that this clause (ii) shall not apply to the Swing Line
Lender153s rights and obligations in respect of Swing Line Loans or prohibit any
Lender from assigning all or a portion of its rights and obligations among
separate Facilities on a non-pro rata basis;

(iii) Required Consents. No consent shall be required for any
assignment except to the extent required by subsection (b)(i)(B) of this Section
and, in addition:

(A) the consent of the Company (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;

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(B) the consent of the Administrative Agent (such consent not to be
unreasonably withheld or delayed) shall be required for assignments in respect
of (1) any Term A Commitment or Revolving Credit Commitment if such assignment
is to a Person that is not a Lender with a Commitment in respect of the
applicable Facility, an Affiliate of such Lender or an Approved Fund with
respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an
Affiliate of a Lender or an Approved Fund;

(C) the consent of the L/C Issuer (such consent not to be unreasonably
withheld or delayed) shall be required for any assignment that increases the
obligation of the assignee to participate in exposure under one or more Letters
of Credit (whether or not then outstanding); and

(D) the consent of the Swing Line Lender (such consent not to be unreasonably
withheld or delayed) shall be required for any assignment in respect of the
Revolving Credit Facility.

(iv) Assignment and Assumption. The parties to each assignment shall
execute and deliver to the Administrative Agent an Assignment and Assumption,
together with a processing and recordation fee in the amount of $3,500;
provided, however, that the Administrative Agent may, in its sole
discretion, elect to waive such processing and recordation fee in the case of
any assignment. The assignee, if it is not a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire.

(v) No Assignment to Company. No such assignment shall be made to (A)
the Company or any of the Company153s Affiliates or Subsidiaries, or (B) to any
Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a
Lender hereunder, would constitute any of the foregoing Persons described in
this clause (B), or (C) to a natural person.

(vi) Certain Additional Payments. In connection with any assignment of
rights and obligations of any Defaulting Lender hereunder, no such assignment
shall be effective unless and until, in addition to the other conditions thereto
set forth herein, the parties to the assignment shall make such additional
payments to the Administrative Agent in an aggregate amount sufficient, upon
distribution thereof as appropriate (which may be outright payment, purchases by
the assignee of participations or subparticipations, or other compensating
actions, including funding, with the consent of the Borrower and the
Administrative Agent, the applicable pro rata share of Loans previously
requested but not funded by the Defaulting Lender, to each of which the
applicable assignee and assignor hereby irrevocably consent), to (x) pay and
satisfy in full all payment liabilities then owed by such Defaulting Lender to
the Administrative Agent or any Lender hereunder (and interest accrued thereon)
and (y) acquire (and fund as appropriate) its full pro rata share of all Loans
and participations in Letters of Credit and Swing Line Loans in accordance with
its Applicable Percentage. Notwithstanding the foregoing, in the event that any
assignment of rights and obligations of any Defaulting Lender hereunder shall
become effective under applicable Governmental Rule without compliance with the
provisions of this paragraph, then the assignee of such

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interest shall be deemed to be a Defaulting Lender for all purposes of this
Agreement until such compliance occurs.

(vii) No Assignment Resulting in Additional Indemnified Taxes. No such
assignment shall be made to any Person that, through its Lending Offices, is not
capable of lending the applicable Alternative Currencies to the relevant
then-existing Borrowers without the imposition of any additional Indemnified
Taxes.

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 Lender153s rights and obligations under
this Agreement, such Lender shall cease to be a party hereto) but shall continue
to be entitled to the benefits of Sections 3.01, 3.04,
3.05, and 10.04 with respect to facts and circumstances occurring
prior to the effective date of such assignment. Upon request, each 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 Borrowers, shall maintain at the Administrative Agent153s
Office a copy of each Assignment and Assumption delivered to it and a register
for the recordation of the names and addresses of the Lenders, and the
Commitments of, and principal amounts of the Loans and L/C Obligations owing to,
each Lender pursuant to the terms hereof from time to time (the
“Register“). The entries in the Register shall be conclusive, and the
Borrowers, the Administrative Agent and the Lenders shall treat each Person
whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary. In addition, the Administrative Agent shall maintain on the Register
information regarding the designation, and revocation of designation, of any
Lender as a Defaulting Lender. The Register shall be available
for inspection by the Borrowers and any Lender, at any reasonable time and from
time to time upon reasonable prior notice.

(d) Participations. Any Lender may at any time, without the consent
of, or notice to, any Borrower or the Administrative Agent, sell participations
to any Person (other than a natural person, a Defaulting Lender or the Company
or any of the Company153s Affiliates or Subsidiaries) (each, a
“Participant“) in all or a portion of such Lender153s rights and/or
obligations under this Agreement (including all or a portion of its Commitment
and/or the Loans (including such Lender153s participations in L/C Obligations
and/or Swing Line Loans) owing to it); provided that (i) such Lender153s
obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations and (iii) the Borrowers, the Administrative Agent, the Lenders
and the L/C Issuer shall continue

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to deal solely and directly with such Lender in connection with such Lender153s
rights and obligations under this Agreement.

Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of
any provision of this Agreement; provided that such agreement or
instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, waiver or other modification described in
the first proviso to Section 10.01 that affects such Participant. Subject
to subsection (e) of this Section, each Borrower agrees that each Participant
shall be entitled to the benefits of Sections 3.01, 3.04 and
3.05 to the same extent as if it were a Lender and had acquired its
interest by assignment pursuant to subsection (b) of this Section,
provided such Participant agrees to be subject to the obligations of
Section 3.01 as though it were a Lender. To the extent permitted by law,
each Participant also shall be entitled to the benefits of Section 10.08
as though it were a Lender, provided such Participant agrees to be
subject to Section 2.13 as though it were a Lender.

Each Lender that sells a participation shall, acting solely for this purpose
as an agent of the Borrowers, maintain a register on which it enters the name
and address of each Participant and the principal amounts (and stated interest)
of each Participant153s interest in the Loans or other obligations under the Loan
Documents (the “Participant Register“); provided that no Lender
shall have any obligation to disclose all or any portion of the Participant
Register (including the identity of any Participant or any information relating
to a Participant153s interest in any commitments, loans, letters of credit or its
other obligations under any Loan Document) to any Person except to the extent
that such disclosure is necessary to establish that such commitment, loan,
letter of credit or other obligation is in registered form under Section
5f.103-1(c) of the United States Treasury Regulations. The entries in the
Participant Register shall be conclusive absent manifest error, and such Lender
shall treat each Person whose name is recorded in the Participant Register as
the owner of such participation for all purposes of this Agreement
notwithstanding any notice to the contrary. For the avoidance of doubt, the
Administrative Agent (in its capacity as Administrative Agent) shall have no
responsibility for maintaining a Participant Register.

(e) Limitations upon Participant Rights. A Participant shall not be
entitled to receive any greater payment under Section 3.01, 3.04
or 3.05 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 Company153s prior written
consent.

(f) Certain Pledges. Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement
(including under its Note(s), if any) to secure obligations of such Lender,
including any pledge or assignment to secure obligations to a Federal Reserve
Bank; provided that no such pledge or assignment shall release such
Lender from any of its obligations hereunder or substitute any such pledgee or
assignee for such Lender as a party hereto.

(g) 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

131

of the same legal effect, validity or enforceability as a manually executed
signature or the use of a paper-based recordkeeping system, as the case may be,
to the extent and as provided for in any applicable law, including the Federal
Electronic Signatures in Global and National Commerce Act, the New York State
Electronic Signatures and Records Act, or any other similar state laws based on
the Uniform Electronic Transactions Act.

(h) Special Purpose Funding Vehicles. Notwithstanding anything to the
contrary contained herein, any Lender (a “Granting Lender“) may grant to
a special purpose funding vehicle identified as such in writing from time to
time by the Granting Lender to the Administrative Agent and the Company (an
“SPC“) the option to provide all or any part of any Committed Loan that
such Granting Lender would otherwise be obligated to make pursuant to this
Agreement; provided that (i) nothing herein shall constitute a commitment
by any SPC to fund any Committed Loan, and (ii) if an SPC elects not to exercise
such option or otherwise fails to make all or any part of such Committed Loan,
the Granting Lender shall be obligated to make such Committed Loan pursuant to
the terms hereof or, if it fails to do so, to make such payment to the
Administrative Agent as is required under Section 2.12(b)(ii). For the
avoidance of doubt, each Borrower agrees that each SPC shall be entitled to the
benefits of Section 3.01, 3.04 and 3.05 to the same extent
as if it were a Lender and had acquired its interest by assignment pursuant to
Section 10.06(b) provided that such SPC agrees to be subject to the
obligations of Section 3.01 as though it were a Lender. An SPC shall not
be entitled to receive any greater payment under Section 3.01,
3.04 or 3.05 than the Granting Lender would have been entitled to
receive, unless the grant to such SPC is made with the Company153s prior written
consent. Each party hereto hereby agrees that (i) neither the grant to any SPC
nor the exercise by any SPC of such option shall increase the costs or expenses
or otherwise increase or change the obligations of the Borrowers under this
Agreement (including its obligations under Section 3.01 and Section
3.04), (ii) no SPC shall be liable for any indemnity or similar payment
obligation under this Agreement for which a Lender would be liable, and (iii)
the Granting Lender shall for all purposes, including the approval of any
amendment, waiver or other modification of any provision of any Loan Document,
remain the lender of record hereunder. The making of a Committed Loan by an SPC
hereunder shall utilize the Commitment of the Granting Lender to the same
extent, and as if, such Committed Loan were made by such Granting Lender. In
furtherance of the foregoing, each party hereto hereby agrees (which agreement
shall survive the termination of this Agreement) that, prior to the date that is
one year and one day after the payment in full of all outstanding commercial
paper or other senior debt of any SPC, it will not institute against, or join
any other Person in instituting against, such SPC any bankruptcy,
reorganization, arrangement, insolvency, or liquidation proceeding under the
laws of the United States or any state thereof. Notwithstanding anything to the
contrary contained herein, any SPC may (i) with notice to, but without prior
consent of the Company and the Administrative Agent and with the payment of a
processing fee in the amount of $3,500 (which processing fee may be waived by
the Administrative Agent in its sole discretion), assign all or any portion of
its right to receive payment with respect to any Committed Loan to the Granting
Lender and (ii) disclose on a confidential basis any non-public information
relating to its funding of Committed Loans to any rating agency, commercial
paper dealer or provider of any surety or guarantee or credit or liquidity
enhancement to such SPC.

(i) Resignation as L/C Issuer or Swing Line Lender after Assignment.
Notwithstanding anything to the contrary contained herein, if at any time any
L/C Issuer assigns

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all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to
subsection (b) above, such L/C Issuer may, (i) upon 30 days153 notice to the
Company and the Lenders, resign as L/C Issuer and/or (ii) in the case of Bank of
America, upon 30 days153 notice to the Company, resign as Swing Line Lender. In
the event of any such resignation as L/C Issuer or Swing Line Lender, the
Company shall be entitled to appoint from among the Lenders a successor L/C
Issuer or Swing Line Lender hereunder; provided, however, that no
failure by the Company to appoint any such successor shall affect the
resignation of the L/C Issuer as L/C Issuer or Bank of America as Swing Line
Lender, as the case may be. If any L/C Issuer resigns as L/C Issuer, it shall
retain all the rights, powers, privileges and duties of the L/C Issuer hereunder
with respect to all Letters of Credit issued by it and outstanding as of the
effective date of its resignation as L/C Issuer and all L/C Obligations with
respect thereto (including the right to require the Lenders to make Base Rate
Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to
Section 2.03(c)). If Bank of America resigns as Swing Line Lender, it
shall retain all the rights of the Swing Line Lender provided for hereunder with
respect to Swing Line Loans made by it and outstanding as of the effective date
of such resignation, including the right to require the Lenders to make Base
Rate Committed Loans or fund risk participations in outstanding Swing Line Loans
pursuant to Section 2.04(c). Upon the appointment of a successor L/C
Issuer and/or Swing Line Lender (and their acceptance of such appointment), (a)
such successor shall succeed to and become vested with all of the rights,
powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender,
as the case may be, and (b) the successor L/C Issuer shall issue letters of
credit in substitution for the Letters of Credit, if any, outstanding at the
time of such succession or make other arrangements satisfactory to the resigning
L/C Issuer to effectively assume the obligations of the resigning L/C Issuer
with respect to such Letters of Credit.

10.07 Treatment of Certain Information;
Confidentiality. Each of the Administrative Agent, the Lenders and the
L/C Issuer agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its Affiliates and to
its and its Affiliates153 respective partners, directors, officers, employees,
agents, advisors and representatives (it being understood that the Persons to
whom such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the
extent requested by any regulatory authority purporting to have jurisdiction
over it (including any self-regulatory authority, such as the National
Association of Insurance Commissioners), (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process,
provided that, the Administrative Agent, any Lender or the L/C Issuer
shall exercise commercially reasonable efforts to notify the Company as soon as
reasonably practicable in the event of any such disclosure, unless such
notification shall be prohibited by applicable law, legal process or regulatory
request, (d) to any other party hereto, (e) in connection with the exercise of
any remedies hereunder or under any other Loan Document or any action or
proceeding relating to this Agreement or any other Loan Document or the
enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to (i)
any assignee of or Participant in, or any prospective assignee of or Participant
in, any of its rights or obligations under this Agreement or any Eligible
Assignee invited to be a Lender pursuant to Section 2.15(c) or (ii) any
actual or prospective counterparty (or its advisors) to any swap or derivative
transaction relating to a Borrower and its obligations, (g) with the consent of
the Company, or (h) to the extent such Information (x) becomes publicly
available other than as a result of a

133

breach of this Section or (y) becomes available to the Administrative Agent,
any Lender, the L/C Issuer or any of their respective Affiliates on a
nonconfidential basis from a source other than the Company, provided
that, the source of such information was not actually known by the
Administrative Agent, any Lender, the L/C Issuer or any of their respective
Affiliates, as the case may be, to be bound by a confidentiality agreement with
the Company or any of its Subsidiaries with respect to such Information. For
purposes of this Section, “Information” means all information received
from the Company or any of its Subsidiaries relating to the Company or any of
its Subsidiaries or any of their respective businesses, other than any such
information that is available to the Administrative Agent, any Lender or the L/C
Issuer on a nonconfidential basis prior to disclosure by the Company or any of
its Subsidiaries, provided that, in the case of information received from
the Company or any Subsidiary after the date hereof, such information is clearly
identified at the time of delivery as confidential. Any Person required to
maintain the confidentiality of Information as provided in this Section shall be
considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.

Each of the Administrative Agent, the Lenders and the L/C Issuer acknowledges
that (A) the Information may include material non-public information concerning
the Company or any of its Subsidiaries, as the case may be, (B) it has developed
compliance procedures regarding the use of material non-public information and
(C) it will handle such material non-public information in accordance with
applicable Requirements of Law, including United States Federal and state
securities Requirements of Law.

10.08 Right of Setoff. If an Event of
Default shall have occurred and be continuing, each Lender, the L/C Issuer and
each of their respective Affiliates is hereby authorized at any time and from
time to time, to the fullest extent permitted by applicable law, to set off and
apply any and all deposits (general or special, time or demand, provisional or
final, in whatever currency) at any time held and other obligations (in whatever
currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate
to or for the credit or the account of any Borrower or any other Loan Party
against any and all of the obligations of such Borrower or such Loan Party now
or hereafter existing under this Agreement or any other Loan Document to such
Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C
Issuer shall have made any demand under this Agreement or any other Loan
Document and although such obligations of such Borrower or such Loan Party may
be contingent or unmatured or are owed to a branch or office of such Lender or
the L/C Issuer different from the branch or office holding such deposit or
obligated on such indebtedness; provided, that in the event that any Defaulting
Lender shall exercise any such right of setoff, (x) all amounts so set off shall
be paid over immediately to the Administrative Agent for further application in
accordance with the provisions of Section 2.19 and, pending such payment,
shall be segregated by such Defaulting Lender from its other funds and deemed
held in trust for the benefit of the Administrative Agent and the Lenders, and
(y) the Defaulting Lender shall provide promptly to the Administrative Agent a
statement describing in reasonable detail the Obligations owing to such
Defaulting Lender as to which it exercised such right of setoff. The rights of
each Lender, the L/C Issuer and their respective Affiliates under this Section
are in addition to other rights and remedies (including other rights of setoff)
that such Lender, the L/C Issuer or their respective Affiliates may have. Each
Lender and the L/C Issuer agrees to notify the Company and the Administrative

134

Agent promptly after any such setoff and application, provided that
the failure to give such notice shall not affect the validity of such setoff and
application.

10.09 Interest Rate Limitation.
Notwithstanding anything to the contrary contained in any Loan Document, the
interest paid or agreed to be paid under the Loan Documents shall not exceed the
maximum rate of non-usurious interest permitted by applicable Requirements of
Law (the “Maximum Rate“). If the Administrative Agent or any Lender shall
receive interest in an amount that exceeds the Maximum Rate, the excess interest
shall be applied to the principal of the Loans or, if it exceeds such unpaid
principal, refunded to the Company. In determining whether the interest
contracted for, charged, or received by the Administrative Agent or a Lender
exceeds the Maximum Rate, such Person may, to the extent permitted by applicable
Requirements of Law, (a) characterize any payment that is not principal as an
expense, fee, or premium rather than interest, (b) exclude voluntary prepayments
and the effects thereof, and (c) amortize, prorate, allocate, and spread in
equal or unequal parts the total amount of interest throughout the contemplated
term of the Obligations hereunder.

10.10 Counterparts; Integration; Effectiveness.
This Agreement may be executed in counterparts (and by different
parties hereto in different counterparts), each of which shall constitute an
original, but all of which when taken together shall constitute a single
contract. This Agreement and the other Loan Documents constitute the entire
contract among the parties relating to the subject matter hereof and supersede
any and all previous agreements and understandings, oral or written, relating to
the subject matter hereof. Except as provided in Section 4.01, this
Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received
counterparts hereof that, when taken together, bear the signatures of each of
the other parties hereto. Delivery of an executed counterpart of a signature
page of this Agreement by telecopy shall be effective as delivery of a manually
executed counterpart of this Agreement.

10.11 Survival of Representations and
Warranties. All representations and warranties made hereunder and in
any other Loan Document or other document delivered pursuant hereto or thereto
or in connection herewith or therewith shall survive the execution and delivery
hereof and thereof. Such representations and warranties have been or will be
relied upon by the Administrative Agent and each Lender, regardless of any
investigation made by the Administrative Agent or any Lender or on their behalf
and notwithstanding that the Administrative Agent or any Lender may have had
notice or knowledge of any Default at the time of any Credit Extension, and
shall continue in full force and effect as long as any Loan or any other
Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit
shall remain outstanding.

10.12 Severability. If any provision of
this Agreement or the other Loan Documents is held to be illegal, invalid or
unenforceable, (a) the legality, validity and enforceability of the remaining
provisions of this Agreement and the other Loan Documents shall not be affected
or impaired thereby and (b) the parties shall endeavor in good faith
negotiations to replace the illegal, invalid or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to that
of the illegal, invalid or unenforceable provisions. The invalidity of a
provision in a particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. Without limiting the
foregoing provisions of this

135

Section 10.12, if and to the extent that the enforceability of any
provisions in this Agreement relating to Defaulting Lenders shall be limited by
Debtor Relief Laws, as determined in good faith by the Administrative Agent, the
L/C Issuer or the Swing Line Lender, as applicable, then such provisions shall
be deemed to be in effect only to the extent not so limited.

10.13 Replacement of Lenders. If (v) any
Lender requests compensation under Section 3.04, (w) 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 3.01 and a
replacement of such Lender would result in a reduction in such compensation or
amount, (x) any Lender153s Loans are prepaid or converted under Section
3.02, (y) any Lender is a Defaulting Lender, or (z) any Lender shall refuse
to consent to a waiver or amendment to, or a departure from the provisions of,
this Agreement or any other Loan Document which requires the consent of all the
Lenders or all Lenders directly affected thereby and that has been consented to
by the Required Lenders, then the Company may, at its sole expense and effort,
upon notice to such Lender and the Administrative Agent, require such Lender to
assign and delegate, without recourse (in accordance with and subject to the
restrictions contained in, and consents required by, Section 10.06), all
of its interests, rights (other than its existing rights to payments pursuant to
Sections 10.04, 3.01 or 3.04) and obligations under this
Agreement and the related Loan Documents to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such
assignment), provided that:

(a) the Company shall have paid (or caused a Designated Borrower to pay) to
the Administrative Agent the assignment fee specified in Section
10.06(b);

(b) such Lender shall have received payment of an amount equal to the
outstanding principal of its Loans and L/C Advances, accrued interest thereon,
accrued fees and all other amounts payable to it hereunder and under the other
Loan Documents (including any amounts under Section 3.05) from the
assignee (to the extent of such outstanding principal and accrued interest and
fees) or the Company or applicable Designated Borrower (in the case of all other
amounts);

(c) in the case of any such assignment resulting from a claim for
compensation under Section 3.04 or payments required to be made pursuant
to Section 3.01, such assignment will result in a reduction in such
compensation or payments thereafter; and

(d) such assignment does not conflict with applicable Requirements of Law.

A Lender shall not be required to make any such assignment or delegation if,
prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Company to require such assignment and delegation
cease to apply.

10.14 Governing Law; Jurisdiction; Etc.

(a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

136

(b) SUBMISSION TO JURISDICTION. EACH OF THE PARTIES HERETO IRREVOCABLY
AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF
MANHATTAN AND OF THE UNITED STATES DISTRICT COURT IN SUCH BOROUGH, AND ANY
APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR
ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND
UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE
PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING
SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE
JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN
ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT,
ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY
BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c) WAIVER OF VENUE. EACH OF THE PARTIES HERETO IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION
OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (b) OF THIS SECTION
10.14. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE
MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO
SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02.
NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE
FOREGOING, EACH OF THE BORROWERS HEREBY APPOINTS, IN THE CASE OF ANY SUCH ACTION
OR PROCEEDING BROUGHT IN THE COURTS OF OR IN THE STATE OF NEW YORK, CT
CORPORATION, WITH OFFICES ON THE DATE HEREOF AT 111 EIGHTH AVENUE, NEW YORK, NEW
YORK 10011, TO RECEIVE FOR IT AND ON ITS BEHALF, SERVICE OF PROCESS IN THE STATE
OF NEW YORK WITH RESPECT THERETO, PROVIDED BORROWERS MAY APPOINT ANY
OTHER PERSON, REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT, WITH OFFICES IN
THE STATE OF NEW YORK TO REPLACE SUCH AGENT FOR SERVICE OF PROCESS UPON DELIVERY
TO THE

137

ADMINISTRATIVE AGENT OF A REASONABLY ACCEPTABLE AGREEMENT OF SUCH NEW AGENT
AGREEING SO TO ACT.

10.15 Waiver of Jury Trial. EACH PARTY
HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY
OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION 10.15.

10.16 California Judicial Reference. If any
action or proceeding is filed in a court of the State of California by or
against any party hereto in connection with any of the transactions contemplated
by this Agreement or any other Loan Document, (a) the court shall, and is hereby
directed to, make a general reference pursuant to California Code of Civil
Procedure Section 638 to a referee (who shall be a single active or retired
judge) to hear and determine all of the issues in such action or proceeding
(whether of fact or of law) and to report a statement of decision,
provided that at the option of any party to such proceeding, any such
issues pertaining to a “provisional remedy” as defined in California Code of
Civil Procedure Section 1281.8 shall be heard and determined by the court, and
(b) without limiting the generality of Section 10.04, the Company shall
be solely responsible to pay all fees and expenses of any referee appointed in
such action or proceeding.

10.17 No Advisory or Fiduciary Responsibility.
In connection with all aspects of each transaction contemplated hereby
(including in connection with any amendment, waiver or other modification hereof
or of any other Loan Document), each Borrower acknowledges and agrees, and
acknowledges its Affiliates153 understanding, that: (a) (i) the arranging and
other services regarding this Agreement provided by the Administrative Agent and
the Arrangers, are arm153s-length commercial transactions between such Borrower,
each other Loan Party and their respective Affiliates, on the one hand, and the
Administrative Agent and Arrangers, on the other hand, (ii) each of such
Borrower and the other Loan Parties has consulted its own legal, accounting,
regulatory and tax advisors to the extent it has deemed appropriate, and (iii)
such Borrower and each other Loan Party is capable of evaluating, and
understands and accepts, the terms, risks and conditions of the transactions
contemplated hereby and by the other Loan Documents; (b) (i) the Administrative
Agent and the Arrangers each are and have been acting solely as a principal and,
except as expressly agreed in writing by the relevant parties, have not been,
are not, and will not be acting as an advisor, agent or fiduciary for such
Borrower, any other Loan Party or any of their respective Affiliates, or any
other Person and (ii) neither the Administrative Agent nor the Arrangers have
any obligation to such Borrower, any other Loan Party or any of their respective
Affiliates with respect to the transactions contemplated hereby

138

except those obligations expressly set forth herein and in the other Loan
Documents; and (c) the Administrative Agent and the Arrangers and their
respective Affiliates may be engaged in a broad range of transactions that
involve interests that differ from those of such Borrower, the other Loan
Parties and their respective Affiliates, and neither the Administrative Agent
nor the Arrangers have any obligation to disclose any of such interests to the
Borrower, any other Loan Party or any of their respective Affiliates. To the
fullest extent permitted by law, each of the Borrowers and the other Loan
Parties hereby waives and releases any claims that it may have against the
Administrative Agent and the Arrangers with respect to any breach or alleged
breach of agency or fiduciary duty in connection with any aspect of any
transaction contemplated hereby.

10.18 Electronic Execution of Assignments and
Certain Other Documents. The words “execution,” “signed,” “signature,”
and words of like import in any Assignment and Assumption or in any amendment or
other modification hereof (including waivers and consents) shall be deemed to
include electronic signatures or the keeping of records in electronic form, each
of which shall be of the same legal effect, validity or enforceability as a
manually executed signature or the use of a paper-based recordkeeping system, as
the case may be, to the extent and as provided for in any applicable law,
including the Federal Electronic Signatures in Global and National Commerce Act,
the New York State Electronic Signatures and Records Act, or any other similar
state laws based on the Uniform Electronic Transactions Act.

10.19 Judgment Currency. If, for the
purposes of obtaining judgment in any court, it is necessary to convert a sum
due hereunder or any other Loan Document in one currency into another currency,
the rate of exchange used shall be that at which in accordance with normal
banking procedures the Administrative Agent could purchase the first currency
with such other currency on the Business Day preceding that on which final
judgment is given. The obligation of each Borrower in respect of any such sum
due from it to the Administrative Agent or any Lender hereunder or under the
other Loan Documents shall, notwithstanding any judgment in a currency (the
“Judgment Currency“) other than that in which such sum is denominated in
accordance with the applicable provisions of this Agreement (the “Agreement
Currency“), be discharged only to the extent that on the Business Day
following receipt by the Administrative Agent or such Lender, as the case may
be, of any sum adjudged to be so due in the Judgment Currency, the
Administrative Agent or such Lender, as the case may be, may in accordance with
normal banking procedures purchase the Agreement Currency with the Judgment
Currency. If the amount of the Agreement Currency so purchased is less than the
sum originally due to the Administrative Agent or any Lender from any Borrower
in the Agreement Currency, such Borrower agrees, as a separate obligation and
notwithstanding any such judgment, to indemnify the Administrative Agent or such
Lender, as the case may be, against such loss. If the amount of the Agreement
Currency so purchased is greater than the sum originally due to the
Administrative Agent or any Lender in such currency, the Administrative Agent or
such Lender, as the case may be, agrees to return the amount of any excess to
such Borrower (or to any other Person who may be entitled thereto under
applicable law).

10.20 Bermuda Branch; Full Recourse
Obligations. All Loans to and Letters of Credit for the account of FIL
shall be made to or incurred by FIL at its Bermuda branch located at Canon153s
Court, 22 Victoria Street, Hamilton HM 12 BERMUDA and all payments of principal
and interest by FIL will be made through its Bermuda branch; provided,
however, that

139

notwithstanding the foregoing, FIL acknowledges and agrees that the
Obligations hereunder are full recourse to Flextronics International Ltd., a
Singapore corporation, and are in no manner limited to any extent to any branch
thereof and shall in no manner impair the Administrative Agent153s or any Lender153s
ability to enforce or collect any Obligation from FIL.

10.21 Waiver of Notice Under Existing FIL Credit
Agreement. Each Lender which is a “Lender” under the Existing FIL
Credit Agreement (such Lenders hereunder collectively constituting the “Required
Lenders” under the Existing FIL Credit Agreement) hereby waives the requirement
set forth in Section 2.06 of the Existing FIL Credit Agreement that notice of
the termination of the commitments under the Existing FIL Credit Agreement be
delivered at least five Business Days prior to the effective date of such
termination and agree that notice of such termination delivered as of the date
hereof shall satisfy such requirement.

10.22 Post Closing Matters. The
Administrative Agent, at the request of and after consultation with the Company,
may waive the conditions to the initial Credit Extension set forth in (a)
Section 4.01(a)(i) with respect to its receipt of executed counterparts
of the Subsidiary Guaranty from Subsidiaries designated as “Deferred Guaranty
Subsidiaries” on Schedule 1.01(ii) and/or (b) any of Sections
4.01(a)(iii) : (viii) with respect to delivery to the Administrative Agent
of documents described therein relating to Subsidiaries designated as “Deferred
Supporting Document Subsidiaries” on Schedule 1.01(ii). The Company shall
cause any such counterparts or documents the delivery of which is deferred
pursuant to the foregoing clause (a) or (b) to be delivered to the
Administrative Agent, as applicable, (i) within 10 days after the Closing Date
in the case of those relating to any Subsidiary identified on Schedule
1.01(ii) and formed under the laws of the United States or any State or
political subdivision thereof and (ii) within 30 days after the Closing Date in
the case of those relating to any other Subsidiary identified on Schedule
1.01(ii), subject in either case to extension of such time frame in the
discretion of the Administrative Agent. Solely for purposes of Section
8.02(b), this Section 10.22 shall be deemed to be in Article
VII. Notwithstanding Section 10.01 or any other provision hereof, no
consent of Lenders shall be required for any waiver or consent contemplated by
this Section 10.22.

[Remainder of this page intentionally left blank]

140

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the date first above written.

	FLEXTRONICS INTERNATIONAL LTD.

	By:	/s/ Manny Marimuthu
	Name:	Manny Marimuthu
	Title:	Authorized Signatory


	FLEXTRONICS INTERNATIONAL USA, INC., as Designated Borrower

	By:	/s/ Chris Collier
	Name:	Chris Collier
	Title:	Director

[Signature Page to Credit Agreement (Flextronics)]

	BANK OF AMERICA, N.A., as Administrative Agent

	By:	/s/ Anthea Del Bianco
	Name:	Anthea Del Bianco
	Title:	Vice President

[Signature Page to Credit Agreement (Flextronics)]

	BANK OF AMERICA, N.A., as Lender, L/C Issuer and Swing Line Lender

	By:	/s/ Sugeet Manchada Madan
	Name:	Sugeet Manchada Madan
	Title:	Director


	CITIBANK, N.A.

	By:	/s/ Susan M. Olsen
	Name:	Susan M. Olsen
	Title:	Vice President


	BNP PARIBAS

	By:	/s/ Nicolas Rabier
	Name:	Nicolas Rabier
	Title:	Director

	By:	/s/ Nicole Mitchell
	Name:	Nicole Mitchell
	Title:	Vice President


	HSBC Bank USA, National Association

	By:	/s/ James P. Kelly
	Name:	James P. Kelly
	Title:	Managing Director


	JP Morgan Chase Bank, N.A.

	By:	/s/ John G. Kowalezuk
	Name:	John G. Kowalezuk
	Title:	Executive Director

[Signature Page to Credit Agreement (Flextronics)]

	The Bank of Nova Scotia

	By:	/s/ Christopher Usas
	Name:	Christopher Usas
	Title:	Director


	THE ROYAL BANK OF SCOTLAND plc

	By:	/s/ Patricia Boussaroque
	Name:	Patricia Boussaroque
	Title:	Vice President


	BANK OF CHINA, NEW YORK BRANCH

	By:	/s/ Haifeng Xu
	Name:	Haifeng Xu
	Title:	Assistant General Manager


	Sumitomo Mitsui Banking Corporation

	By:	/s/ Shuji Yabe
	Name:	Shuji Yabe
	Title:	Managing Director


	AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED

	By:	/s/ Robert Grillo
	Name:	Robert Grillo
	Title:	Director

[Signature Page to Credit Agreement (Flextronics)]

	DEUTSCHE BANK AG NEW YORK BRANCH

	By:	/s/ Andreas Neumeier
	Name:	Andreas Neumeier
	Title:	Managing Director


	By:	/s/ Phillipe Sandmeier
	Name:	Phillipe Sandmeier
	Title:	Managing Director


	UNION BANK, as a Lender and L/C Issuer

	By:	/s/ James B. Goudy
	Name:	James B. Goudy
	Title:	Vice President


	U.S. Bank, National Association

	By:	/s/ Jeff Benedix
	Name:	Jeff Benedix
	Title:	Assistant Vice President


	Wells Fargo Bank, NA

	By:	/s/ Sid Khanolkar
	Name:	Sid Khanolkar
	Title:	Vice President


	DBS Bank Ltd., Los Angeles Agency

	By:	/s/ James McWalters
	Name:	James McWalters
	Title:	General Manager

[Signature Page to Credit Agreement (Flextronics)]

	KBC Bank NV

	By:	/s/ Susan Silver
	Name:	Susan Silver
	Title:	Managing Director

	By:	/s/ Stephen R. Perry
	Name:	Stephen R. Perry
	Title:	Director


	Mizuho Corporate Bank, Ltd.

	By:	/s/ Bertram H. Tang
	Name:	Bertram H. Tang
	Title:	Authorized Signatory


	Skandinaviska Enskilda Banken AB (publ)

	By:	/s/ Krissy Rands
	Name:	Krissy Rands
	Title:	Syndications

	By:	/s/ Marialaura Aymerich
	Name:	Marialaura Aymerich
	Title:	Loan Distribution


	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

	By:	/s/ Victor Pierzchalski
	Name:	Victor Pierzchalski
	Title:	Authorized Signatory

[Signature Page to Credit Agreement (Flextronics)]

	UniCredit Bank Austria AG

	By:	/s/ Christoph Siegl
	Name:	Christoph Siegl
	Title:	Managing Director

	By:	/s/ Dieter Zapfel
	Name:	Dieter Zapfel
	Title:	Senior Relationship Manager


	BARCLAYS BANK PLC

	By:	/s/ Dianne Rolfe
	Name:	Dianne Rolfe
	Title:	Director


	ALLIED IRISH BANKS P.L.C.

	By:	/s/ Alan Long
	Name:	Alan Long
	Title:	Senior Relationship Partner

[Signature Page to Credit Agreement (Flextronics)]

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