Three-Year Credit Agreement – Harsco Corp.

THREE-YEAR CREDIT AGREEMENT

Dated as of December 17, 2009

Among

HARSCO CORPORATION,

THE LENDERS NAMED HEREIN

and

CITIBANK, N.A.,

as Administrative Agent

____________________________

CITIGROUP GLOBAL MARKETS INC. and

RBS SECURITIES INC.,

as Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS

ARTICLE I

Definitions

	Page
SECTION 1.01. Defined Terms	1
SECTION 1.02. Terms Generally	25
SECTION 1.03. Redenomination of Certain Alternative Currencies	25

ARTICLE II

The Credits

SECTION 2.01. Commitments	26
SECTION 2.02. Loans	26
SECTION 2.03. Competitive Bid Procedure	28
SECTION 2.04. Standby Borrowing Procedure	31
SECTION 2.05. Interest Elections	32
SECTION 2.06. Fees	33
SECTION 2.07. Repayment of Loans	34
SECTION 2.08. Interest on Loans	34
SECTION 2.09. Default Interest	35
SECTION 2.10. Alternate Rate of Interest	36
SECTION 2.11. Termination and Reduction of Commitments	37
SECTION 2.12. Prepayment	38
SECTION 2.13. Reserve Requirements: Change in Circumstances	39
SECTION 2.14. Change in Legality	41
SECTION 2.15. Indemnity	42
SECTION 2.16. Pro Rata Treatment	43
SECTION 2.17. Sharing of Setoffs	43
SECTION 2.18. Payments	44
SECTION 2.19. Taxes	45
SECTION 2.20. Assignment of Commitments Under Certain Circumstances	49
SECTION 2.21. Borrowings by Approved Borrowers	49
SECTION 2.22. Additional Costs	50
SECTION 2.23. Increase in the Aggregate Commitments	51
SECTION 2.24. Revolving Notes	53

ARTICLE III

Representations and Warranties

SECTION 3.01. Corporate Existence	53
SECTION 3.02. Financial Condition	53
SECTION 3.03. Litigation	54
SECTION 3.04. No Breach	54
SECTION 3.05. Action	54
SECTION 3.06. Approvals	55
SECTION 3.07. Use of Credit	55
SECTION 3.08. ERISA	55
SECTION 3.09. Taxes	55
SECTION 3.10. Investment Company Act	56
SECTION 3.11. Material Agreements and Liens	56
SECTION 3.12. Environmental Matters	56
SECTION 3.13. Subsidiaries, etc	57
SECTION 3.14. True and Complete Disclosure	57
SECTION 3.15. Corporate Existence of Approved Borrower	57
SECTION 3.16. No Breach	58
SECTION 3.17. Action	58
SECTION 3.18. Approvals	58
SECTION 3.19. Taxes on Payments of Approved Borrowers	58

ARTICLE IV

Conditions of Effectiveness and Lending

SECTION 4.01. Effective Date	59
SECTION 4.02. First Borrowing by Each Approved Borrower	60
SECTION 4.03. All Borrowings	62

ARTICLE V

Affirmative Covenants

SECTION 5.01. Existence; Businesses and Properties	63
SECTION 5.02. Insurance	63
SECTION 5.03. Obligations and Taxes	64
SECTION 5.04. Financial Statements, Reports, etc	64
SECTION 5.05. Litigation and Other Notices	65
SECTION 5.06. ERISA	66
SECTION 5.07. Maintaining Records	66
SECTION 5.08. Use of Proceeds	66
SECTION 5.09. Subsidiary Guarantors	66

ARTICLE VI

Negative Covenants

SECTION 6.01. Liens	67
SECTION 6.02. Sale and Lease-Back Transactions	68
SECTION 6.03. Mergers, Sales of Assets, etc	69
SECTION 6.04. Lines of Business; Fiscal Year	71
SECTION 6.05. Transactions with Affiliates	71
SECTION 6.06. Total Debt to Total Capital Ratio	71
SECTION 6.07. Subsidiary Debt	71

ARTICLE VII

Events of Default

ARTICLE VIII

The Administrative Agent

SECTION 8.01. Appointment and Authority	75
SECTION 8.02. Administrative Agent Individually	75
SECTION 8.03. Duties of Administrative Agent; Exculpatory Provisions	76
SECTION 8.04. Reliance by Administrative Agent	77
SECTION 8.05. Delegation of Duties	78
SECTION 8.06. Resignation of Administrative Agent	78
SECTION 8.07. Non-Reliance on Administrative Agent and Other Lenders	79
SECTION 8.08. Indemnification	80
SECTION 8.09. No Other Duties, etc	81

ARTICLE IX

Guarantee

SECTION 9.01. Guarantee	81
SECTION 9.02. Obligations Unconditional	81
SECTION 9.03. Reinstatement	82
SECTION 9.04. Subrogation	82
SECTION 9.05. Remedies	83
SECTION 9.06. Continuing Guarantee	83

iii

ARTICLE X

Miscellaneous

SECTION 10.01. Notices	83
SECTION 10.02. Survival of Agreement	86
SECTION 10.03. Binding Effect	86
SECTION 10.04. Successors and Assigns	86
SECTION 10.05. Expenses; Indemnity	90
SECTION 10.06. Right of Setoff	91
SECTION 10.07. Applicable Law	92
SECTION 10.08. Waivers: Amendment	92
SECTION 10.09. Interest Rate Limitation	93
SECTION 10.10. Entire Agreement	93
SECTION 10.11. Waiver of Jury Trial	93
SECTION 10.12. Severability	94
SECTION 10.13. Judgment Currency	94
SECTION 10.14. Counterparts	95
SECTION 10.15. Headings	95
SECTION 10.16. Jurisdiction: Consent to Service of Process	95
SECTION 10.17. USA Patriot Act	96
SECTION 10.18. No Fiduciary Relationship	96
SECTION 10.19. Confidentiality	96
SECTION 10.20. Cure of Defaulting Lender Status	97

Schedules and Exhibits

Schedule 1.01	Administrative Agent153s Office
Schedule 2.01	Lenders; Commitments
Schedule 2.21	Approved Borrowers
Schedule 3.11(a)	Material Agreements
Schedule 3.11(b)	Liens
Schedule 3.13	Subsidiaries
Schedule 10.21	Permitted Reorganization
Exhibit A-1	Form of Competitive Bid Request
Exhibit A-2	Form of Notice of Competitive Bid Request
Exhibit A-3	Form of Competitive Bid
Exhibit A-4	Form of Competitive Bid/Accept Reject Letter
Exhibit A-5	Form of Standby Borrowing Request
Exhibit A-6	Form of Interest Election Request
Exhibit B	Form of Administrative Questionnaire
Exhibit C	Form of Assignment and Acceptance
Exhibit D	Mandatory Costs Rate
Exhibit E-1	Form of Opinion of General Counsel
Exhibit E-2	Form of Opinion of Jones, Day, Reavis & Pogue, counsel for the Company
Exhibit F-1	Form of Designation Letter
Exhibit F-2	Form of Termination Letter
Exhibit G	Form of Lender Joinder Agreement
Exhibit H	Form of Subsidiary Guaranty
Exhibit I	Form of Revolving Note
Exhibit J	Form of New Parent Assignment and Assumption Agreement

THREE-YEAR CREDIT AGREEMENT dated as of December 17, 2009 (as amended,
restated, supplemented, extended, replaced or otherwise modified from time to
time, this “Agreement“) among HARSCO CORPORATION, a Delaware corporation
(the “Company“), the lenders listed in Schedule 2.01 hereto (the
“Lenders“), and CITIBANK, N.A., as administrative agent for the Lenders
(in such capacity, together with any successor Administrative Agent appointed
pursuant to Section 8.06, the “Administrative Agent“).

The Company has requested that the Lenders extend credit to the Company in
order to enable it to borrow Standby Loans (such term and all other capitalized
terms not otherwise defined have the meanings assigned to them in Article I
hereof) on a standby revolving credit basis from time to time during the
Availability Period in an aggregate principal amount at any time outstanding of
up to $570,000,000, which amount may be increased up to $700,000,000 pursuant to
Section 2.23 (less the aggregate principal amount of all outstanding Competitive
Loans at such time). The Company has also requested the Lenders to provide a
procedure pursuant to which the Company may invite the Lenders to bid on an
uncommitted basis on short-term borrowings by the Company. The proceeds of all
such borrowings are to be used for general corporate purposes, including
commercial paper backstop and/or repayment of the Indebtedness evidenced by the
Existing Credit Agreement. The Lenders are willing to extend such credit to the
Company on the terms and subject to the conditions herein set forth.

Accordingly, the Company, the Lenders and the Administrative Agent agree as
follows:

ARTICLE I

Definitions

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

“ABR Borrowing” shall mean a Borrowing comprised of ABR Loans.

“ABR Loan” shall mean any Standby Loan bearing interest at a rate
determined by reference to the Alternate Base Rate in accordance with the
provisions of Article II.

“Activities” shall have the meaning assigned to such term in Section
8.02(b).

“Adjusted EURIBO Rate” shall mean, with respect to any Eurocurrency
Borrowing in Euros, for any Interest Period, an interest rate per annum (rounded
upwards, if necessary, to the next 1/16 of 1%) equal to (a) the EURIBO Rate for
such Interest Period multiplied by (b) the Statutory Reserve Rate.

“Adjusted LIBO Rate” shall mean, with respect to any Eurocurrency
Borrowing in Dollars or any Alternative Currency (other than Euros), for any
Interest Period, an interest rate per annum (rounded upwards, if necessary, to
the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period
multiplied by (b) the Statutory Reserve Rate; provided that, with respect
to any Eurocurrency Borrowing denominated in an Alternative Currency (other than
Euros) for any Interest Period, Adjusted LIBO Rate shall mean an interest rate
per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the
LIBO Rate for such Interest Period.

“Administrative Agent” shall have the meaning assigned to such term in
the preamble to this Agreement.

“Administrative Agent153s Office” shall mean the office address,
facsimile number, electronic mail address, telephone number and account
information set forth on Schedule 1.01 hereto with respect to the
Administrative Agent or such other address, facsimile number, electronic mail
address, telephone number or account information as shall be designated by the
Administrative Agent in a notice to the Company and the Lenders.

“Administrative Fees” shall have the meaning assigned to such term in
Section 2.06(b).

“Administrative Questionnaire” shall mean an Administrative
Questionnaire in the form of Exhibit B hereto.

“Affiliate” shall mean, when used with respect to a specified person,
another person that directly, or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the person
specified.

“Agent153s Group” shall have the meaning assigned to such term in
Section 8.02(b).

“Agreement” shall have the meaning assigned to such term in the
preamble to this Agreement.

“Alternate Base Rate” shall mean, for any day, a rate per annum
(rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greater of
(a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate
in effect on such day plus 1/2 of 1% and (c) the Adjusted LIBO Rate for a one
month Interest Period on such day (or if such day is not a

Business Day, the immediately preceding Business Day) plus 1%, provided that,
for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on
the rate appearing on Reuters Screen LIBOR01 Page (or any successor page) at
approximately 11:00 a.m. London time on such day. Any change in the Alternate
Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or
the Adjusted LIBO Rate shall be effective from and including the effective date
of such change in the Prime Rate, the Federal Funds Effective Rate or the
Adjusted LIBO Rate, respectively. For purposes hereof, “Prime Rate” shall
mean the rate of interest per annum publicly announced from time to time by the
Administrative Agent as its prime rate in effect at its principal office in New
York City; each change in the Prime Rate shall be effective on the date such
change is publicly announced as effective. “Federal Funds Effective
Rate” shall mean, for any day, the weighted average of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day which is a Business Day, the average of the quotations for
the day of such transactions received by the Administrative Agent from three
Federal funds brokers of recognized standing selected by it. If for any reason
the Administrative Agent shall have determined (which determination shall be
conclusive absent manifest error) that it is unable to ascertain the Federal
Funds Effective Rate for any reason, including the inability of the
Administrative Agent to obtain sufficient quotations in accordance with the
terms thereof, the Alternate Base Rate shall be determined without regard to
clause (b) of the first sentence of this definition until the circumstances
giving rise to such inability no longer exist.

“Alternative Currency” shall mean Euros and Sterling.

“Alternative Currency Borrowing” shall mean a Borrowing comprised of
Alternative Currency Loans. All Alternative Currency Borrowings shall be
Eurocurrency Borrowings.

“Alternative Currency Equivalent” shall mean, with respect to any
amount of Dollars on any date in relation to any specified Alternative Currency,
the amount of such specified Alternative Currency that may be purchased with
such amount of Dollars at the Spot Exchange Rate with respect to Dollars on such
date. The term “Alternative Currency Equivalent” may be preceded by a reference
to an Alternative Currency (e.g., “EUR Alternative Currency Equivalent”), in
which case the Alternative Currency so referenced shall be the “specified”
Alternative Currency.

“Alternative Currency Loan” shall mean any Loan denominated in an
Alternative Currency.

“Applicable Margin” shall mean on any date, (A) with respect to ABR
Loans, the greater of (i) zero and (ii) the difference between (x) the amount of
basis points per annum calculated as set forth in the table below under the
heading “Applicable Margin”, based upon the ratings applicable on such date to
the Company153s Index Debt, and (y) 100 basis points per annum and (B) with
respect to Eurocurrency Loans the greater of (i) the amount of basis points per
annum as set forth in the table below under the heading “Applicable Margin
Floor”, and (ii) the amount of basis points per annum calculated as set forth in
the table below under the heading “Applicable Margin”, in each case, based upon
the ratings applicable on such date to the Company153s Index Debt:

	Applicable Margin (basis points per annum)	Applicable Margin Floor (basis points per annum)
Category 1 A+ or higher by S&P; Al or higher by Moody153s	75% of Markit Index	125.0
Category 2 A by S&P; A2 by Moody153s	85% of Markit Index	125.0
Category 3 A- by S&P; A3 by Moody153s	100% of Markit Index	150.0
Category 4 BBB+ by S&P; Baal by Moody153s	125% of Markit Index	175.0
Category 5 BBB or lower by S&P; Baa2 or lower by Moody153s	150% of Markit Index	200.0

For purposes of determining the Applicable Margin, (a) if either Moody153s or
S&P shall not have in effect a rating for Index Debt (other than because
such rating agency shall no longer be in the business of rating corporate debt

obligations), then such rating agency will be deemed to have established a
rating for Index Debt in Category 5; (b) if the ratings established or deemed to
have been established by Moody153s and S&P shall fall within different
Categories, the Applicable Margin shall be determined by reference to the higher
(or numerically lower) Category unless one of the ratings is two or more
Categories lower (or numerically higher) than the other, in which case the
Applicable Margin shall be determined by reference to the Category next below
that of the higher (or numerically lower) of the two ratings; and (c) if any
rating established or deemed to have been established by Moody153s or S&P
shall be changed (other than as a result of a change in the rating system of
either Moody153s or S&P), such change shall be effective as of the date on
which such change is first announced by the rating agency making such change.
Each change in the Applicable Margin shall apply to all Eurocurrency Loans and
ABR Loans that are outstanding at any time during the period commencing on the
effective date of such change and ending on the date immediately preceding the
effective date of the next such change. If the rating system of either Moody153s
or S&P shall change, or if either such rating agency shall cease to be in
the business of rating corporate debt obligations, the Company and the Lenders
shall negotiate in good faith to amend the references to specific ratings in
this definition to reflect such changed rating system or the nonavailability of
ratings from such rating agency.

“Applicable Percentage” shall mean, with respect to any Lender at any
time, the percentage of the Total Commitment represented by such Lender153s
Commitment at such time.

“Approved Borrower” shall mean any wholly owned Subsidiary of the
Company as to which a Designation Letter shall have been delivered to the
Administrative Agent in accordance with Section 2.21 hereof and as to which a
Termination Letter shall not have been delivered to the Administrative Agent.

“Assigned Dollar Value” shall mean, in respect of any Borrowing
denominated in an Alternative Currency, the Dollar Equivalent thereof determined
based upon the applicable Spot Exchange Rate as of the Denomination Date for
such Borrowing. In the event that any Borrowing denominated in an Alternative
Currency shall be prepaid in part, the Assigned Dollar Value of such Borrowing
shall be allocated ratably to the prepaid portion of such Borrowing and the
portion of such Borrowing remaining outstanding.

“Assignment and Acceptance” shall mean an assignment and acceptance
entered into by a Lender and an assignee, and accepted by the Administrative
Agent, in the form of Exhibit C hereto, or such other form as shall be
approved by the Administrative Agent.

“Availability Period” shall mean the period from and including the
Effective Date to but excluding the earlier of the Termination Date and the date
of termination of the Commitments.

“Board” shall mean the Board of Governors of the Federal Reserve
System of the United States.

“Borrowers” shall mean the Company and each Approved Borrower.

“Borrowing” shall mean a group of Loans of a single Type made by the
Lenders (or, in the case of a Competitive Borrowing, by the Lender or Lenders
whose Competitive Bids have been accepted pursuant to Section 2.03).

“Borrowing Minimum” shall mean (a) in the case of a Borrowing
denominated in Dollars, $5,000,000 and (b) in the case of a Borrowing
denominated in any Alternative Currency, 5,000,000 units (or, in the case of
Sterling, 2,500,000 units) of such currency.

“Borrowing Multiple” shall mean (a) in the case of a Borrowing
denominated in Dollars, $1,000,000 and (b) in the case of a Borrowing
denominated in any Alternative Currency, 1,000,000 units (or, in the case of
Sterling, 500,000 units) of such currency.

“Borrowing Request” shall mean a Standby Borrowing Request or a
Competitive Bid Request.

“Business Day” shall mean any day (other than a day which is a
Saturday, Sunday or legal holiday in the State of New York) on which banks are
open for business in New York City; provided, however, that (a)
when used in connection with a Eurocurrency Loan, the term “Business
Day” shall also exclude any day on which banks are not open for dealings in
deposits in the applicable currency in the London interbank market, and (b) when
used in connection with a Loan denominated in Euro, the term “Business
Day” shall also exclude any day on which the TARGET payment system is not
open for the settlement of payments in Euro.

“Capital Lease Obligations” of any person shall mean the obligations
of such person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such person under GAAP

and, for the purposes of this Agreement, the amount of such obligations at
any time shall be the capitalized amount thereof at such time determined in
accordance with GAAP.

A “Change in Control” shall be deemed to have occurred if (a) any
person or group (within the meaning of Rule 13d-5 of the Securities and Exchange
Commission as in effect on the date hereof) shall own directly or indirectly,
beneficially or of record, shares representing more than 20% of the aggregate
ordinary voting power represented by the issued and outstanding capital stock of
the Company; or (b) a majority of the seats (other than vacant seats) on the
board of directors of the Company shall at any time have been occupied by
persons who were neither (i) nominated by the board of directors of the Company,
nor (ii) appointed by directors so nominated; or (c) any person or group shall
otherwise directly or indirectly Control the Company; provided,
however, that a Permitted Reorganization shall not constitute a Change in
Control.

“Citigroup Parties” shall have the meaning assigned to such term in
Section 10.01(h).

“Code” shall mean the Internal Revenue Code of 1986, as the same may
be amended from time to time.

“Commitment” shall mean, with respect to each Lender, the commitment
of such Lender hereunder as set forth in Schedule 2.01 hereto, as such
Lender153s Commitment may be permanently terminated, reduced or increased from
time to time pursuant to Section 2.11, Section 2.23 or Section 10.04.

“Committed Credit Exposure” shall mean, with respect to any Lender at
any time, the sum of (a) the aggregate principal amount at such time of all
outstanding Standby Loans of such Lender denominated in Dollars, plus (b) the
Assigned Dollar Value at such time of the aggregate principal amount at such
time of all outstanding Standby Loans of such Lender that are Alternative
Currency Loans.

“Commitment Date” shall have the meaning assigned to such term in
Section 2.23(b).

“Commitment Fee” shall have the meaning assigned to such term in
Section 2.06(a).

“Commitment Fee Percentage” shall mean on any date, the applicable
percentage set forth below based upon the ratings applicable on such date to the
Company153s Index Debt:

	Commitment Fee Percentage
Category 1 A+ or higher by S&P; A1 or higher by Moody153s	0.150%
Category 2 A by S&P; A2 by Moody153s	0.200%
Category 3 A- by S&P; A3 by Moody153s	0.275%
Category 4 BBB+ by S&P; Baal by Moody153s	0.375%
Category 5 BBB or lower by S&P; Baa2 or lower by Moody153s	0.500%

For purposes of the foregoing, (a) if either Moody153s or S&P shall not
have in effect a rating for Index Debt (other than because such rating agency
shall no longer be in the business of rating corporate debt obligations), then
such rating agency will be deemed to have established a rating for Index Debt in
Category 5; (b) if the ratings established or deemed to have been established by
Moody153s and S&P shall fall within different Categories, the Commitment Fee
Percentage shall be determined by reference to the higher (or numerically lower)
Category unless one of the ratings is two or more categories lower (or
numerically higher) than the other, in which case the Commitment Fee Percentage
shall be determined by reference to the Category next below that of the higher
(or numerically lower) of the two ratings; and (c) if any rating established or
deemed to have been established by Moody153s or S&P shall be changed (other
than as a result of a change in the rating system of either Moody153s or S&P),
such change shall be effective as of the date on which such change is first
announced by the rating agency making such change. Each change in the Commitment
Fee Percentage shall apply during the period commencing on the effective date of
such change and ending on the date

immediately preceding the effective date of the next such change. If the
rating system of either Moody153s or S&P shall change, or if either such
rating agency shall cease to be in the business of rating corporate debt
obligations, the Company and the Lenders shall negotiate in good faith to amend
the references to specific ratings in this definition to reflect such changed
rating system or the non-availability of ratings from such rating agency.

“Communications” shall have the meaning assigned to such term in
Section 10.01(c).

“Company” shall have the meaning assigned to such term in the preamble
to this Agreement.

“Competitive Bid” shall mean an offer by a Lender to make a
Competitive Loan pursuant to Section 2.03.

“Competitive Bid Accept/Reject Letter” shall mean a notification made
by a Borrower pursuant to Section 2.03(d) in the form of Exhibit A-4
hereto.

“Competitive Bid Rate” shall mean, as to any Competitive Bid made by a
Lender pursuant to Section 2.03(b), (i) in the case of a Eurocurrency Loan, the
Competitive Margin, and (ii) in the case of a Fixed Rate Loan, the fixed rate of
interest offered by the Lender making such Competitive Bid.

“Competitive Bid Request” shall mean a request made pursuant to
Section 2.03 in the form of Exhibit A-l hereto.

“Competitive Borrowing” shall mean a borrowing consisting of a
Competitive Loan or concurrent Competitive Loans from the Lender or Lenders
whose Competitive Bids for such Borrowing have been accepted by a Borrower under
the bidding procedure described in Section 2.03.

“Competitive Loan” shall mean a loan from a Lender to a Borrower
pursuant to the bidding procedure described in Section 2.03. Each Competitive
Loan shall be a Eurocurrency Competitive Loan or a Fixed Rate Loan.

“Competitive Margin” shall mean, as to any Eurocurrency Competitive
Loan, the margin (expressed as a percentage rate per annum in the form of a
decimal to no more than four decimal places) to be added to or subtracted from,
in the case of Eurocurrency Competitive Loans denominated in Dollars or any
Alternative Currency (other than Euros), the LIBO Rate and, in the case of
Eurocurrency Competitive Loans denominated in Euros, the

EURIBO Rate in order to determine the interest rate applicable to such Loan,
as specified in the Competitive Bid relating to such Loan.

“Consolidated Tangible Assets” shall mean Tangible Assets of the
Company and its consolidated subsidiaries determined on a consolidated basis in
accordance with GAAP.

“Control” shall mean 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 ownership of voting securities, by contract or
otherwise, and “Controlling” and “Controlled” shall have meanings
correlative thereto.

“Default” shall mean any event or condition which upon notice, lapse
of time or both would constitute an Event of Default.

“Defaulting Lender” shall mean, at any time, a Lender (i) that has
failed for three or more Business Days to comply with its obligations under this
Agreement to make a Standby Loan (a “funding obligation”), (ii) that has
notified the Administrative Agent, or has stated publicly, that it will not
comply with any such funding obligation hereunder, (iii) that has, for five or
more Business Days, failed to confirm in writing to the Administrative Agent, in
response to a written request of the Administrative Agent, that it will comply
with its funding obligations hereunder; provided that a Lender shall
cease to be a Defaulting Lender under this clause (iii) upon receipt of such
confirmation by the Administrative Agent, or (iv) as to which a Lender
Insolvency Event has occurred and is continuing.

“Denomination Date” shall mean at anytime, in relation to any
Alternative Currency Borrowing, the date that is two Business Days before the
later of (a) the date such Borrowing is made and (b) the date of the most recent
conversion or continuation of such Borrowing pursuant to Section 2.05.

“Designation Letter” shall have the meaning assigned to such term in
Section 2.21.

“Dollar Equivalent” shall mean, with respect to an amount of any
Alternative Currency on any date, the amount of Dollars that may be purchased
with such amount of such Alternative Currency at the Spot Exchange Rate with
respect to such Alternative Currency on such date.

“Dollars” or “$” shall mean lawful money of the United States
of America.

“Domestic Subsidiaries” shall mean any Subsidiary organized or
incorporated under the laws of one of the States of the United States of
America, the laws of the District of Columbia or the Federal laws of the United
States of America.

“Effective Date” shall mean the date on which the conditions specified
in Section 4.01 are satisfied (or waived in accordance with Section 10.08).

“EMU Legislation” means the legislative measures of the European Union
for the introduction of, changeover to or operation of the Euro in one or more
member states.

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

“Environmental Liability” means all liabilities, obligations, damages,
losses, claims, actions, suits, judgments, orders, fines, penalties, fees,
expenses and costs (including administrative oversight costs, natural resource
damages and remediation costs), whether contingent or otherwise, arising out of
or relating to: (a) compliance or non-compliance with any Environmental Law, (b)
the generation, use, handling, transportation, storage, treatment or disposal of
any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the
release of any Hazardous Materials or (e) any contract, agreement or other
consensual arrangement pursuant to which liability is assumed or imposed with
respect to any of the foregoing.

“ERISA” shall mean the Employee Retirement Income Security Act of
1974, as the same may be amended from time to time.

“ERISA Affiliate” shall mean any trade or business (whether or not
incorporated) that is a member of a group of which the Company is a member and
which is treated as a single employer under Section 414 of the Code.

“EURIBO Rate” shall mean, with respect to any Eurocurrency Borrowing
in Euros for any Interest Period, (i) the interest rate per annum for deposits
in Euros which appears on Reuters Screen EURIBOR01 Page (or any successor page)
as of 11:00 a.m., Brussels time, on the Quotation Day for such Interest Period
or, if such a rate does not appear on such rate page, (ii) an interest rate per
annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the rate
at which deposits in Euros approximately equal in principal amount to the Loan
of the Administrative Agent, in its capacity as a Lender (or, if the
Administrative Agent is not a Lender in respect of such

Borrowing, then the Loan of the Lender in respect of such Borrowing with the
greatest Loan amount), included in such Eurocurrency Borrowing and for a
maturity comparable to such Interest Period are offered to the principal London
office of the Administrative Agent in immediately available funds in the
European interbank market for Euros at approximately 11:00 a.m., Brussels time,
on the Quotation Day for such Interest Period.

“Euro” means the single currency of the European Union as constituted
by the treaty on European Union.

“Eurocurrency Borrowing” shall mean a Borrowing comprised of
Eurocurrency Loans.

“Eurocurrency Competitive Borrowing” shall mean a Competitive
Borrowing comprised of Eurocurrency Competitive Loans.

“Eurocurrency Competitive Loan” shall mean any Competitive Loan
bearing interest at a rate determined by reference to, in the case of
Eurocurrency Competitive Loan denominated in Dollars or any Alternative Currency
(other than Euros), the LIBO Rate and, in the case of Eurocurrency Competitive
Loans denominated in Euros, the EURIBO Rate in accordance with the provisions of
Article II.

“Eurocurrency Loan” shall mean any Eurocurrency Competitive Loan or
Eurocurrency Standby Loan.

“Eurocurrency Standby Borrowing” shall mean a Standby Borrowing
comprised of Eurocurrency Standby Loans.

“Eurocurrency Standby Loan” shall mean any Standby Loan bearing
interest at a rate determined by reference to, in the case of Eurocurrency
Competitive Loans denominated in Dollars or any Alternative Currency (other than
Euros), the LIBO Rate and, in the case of Eurocurrency Competitive Loans
denominated in Euros, the EURIBO Rate in accordance with the provisions of
Article II.

“Event of Default” shall have the meaning assigned to such term in
Article VII.

“Existing Credit Agreement” means that certain Five-Year Credit
Agreement dated as of November 23, 2005 among the Company, the lenders named
therein, and JP Morgan Chase Bank, N.A., as administrative agent, as amended,
supplemented or otherwise modified.

“Fees” shall mean the Administrative Fees and the Commitment Fee.

“Financial Officer” of any corporation shall mean the Chief Financial
Officer, principal accounting officer, Treasurer or Controller of such
corporation.

“Fixed Rate” shall mean, with respect to any Competitive Loan (other
than a Eurocurrency Competitive Loan), the fixed rate of interest per annum
(expressed in the form of a decimal to no more than four decimal places)
specified by the Lender making such Loan in its Competitive Bid.

“Fixed Rate Borrowing” shall mean a Borrowing comprised of Fixed Rate
Loans.

“Fixed Rate Loan” shall mean any Competitive Loan bearing interest at
a Fixed Rate.

“GAAP” shall mean United States generally accepted accounting
principles, applied on a basis consistent with the most recent financial
statements referred to in Section 3.02.

“Governmental Authority” shall mean any Federal, state, local or
foreign court or governmental agency, authority, instrumentality or regulatory
body.

“Guarantee” of or by any person shall mean any obligation, contingent
or otherwise, of such person guaranteeing or having the economic effect of
guaranteeing any Indebtedness of any other person (the “primary
obligor“) in any manner, whether directly or indirectly, and including any
obligation of such person, direct or indirect, (a) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness or to
purchase (or to advance or supply funds for the purchase of) any security for
the payment of such Indebtedness, (b) to purchase property, securities or
services for the purpose of assuring the owner of such Indebtedness of the
payment of such Indebtedness or (c) to maintain working capital, equity capital
or other financial statement condition or liquidity of the primary obligor so as
to enable the primary obligor to pay such Indebtedness; provided,
however, that the term Guarantee shall not include endorsements for
collection or deposit, in either case in the ordinary course of business.

“Guarantor” shall mean the Company in its capacity as the guarantor
under Section 9.01.

“Hazardous Materials” shall mean (A) petroleum products and
byproducts, asbestos, urea formaldehyde foam insulation, polychlorinated
biphenyls, radon gas, chlorofluorocarbons and all other ozone-depleting
substances; or (B) any chemical, material, substance, waste, pollutant or
contaminant that is prohibited, limited or regulated by or pursuant to any
Environmental Law.

“Increase Date” shall have the meaning assigned to such term in
Section 2.23(a).

“Increasing Lender” shall have the meaning assigned to such term in
Section 2.23(b).

“Indebtedness” of any person shall mean, without duplication, (a) all
obligations of such person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such person
upon which interest charges are customarily paid, (d) all obligations of such
person under conditional sale or other title retention agreements relating to
property or assets purchased by such person, (e) all obligations of such person
issued or assumed as the deferred purchase price of property or services, (f)
all Indebtedness of others secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured by)
any Lien on property owned or acquired by such person, whether or not the
obligations secured thereby have been assumed, (g) all Guarantees by such person
of Indebtedness of others, (h) all Capital Lease Obligations of such person, (i)
all obligations of such person in respect of interest rate protection
agreements, foreign currency exchange agreements or other interest or exchange
rate hedging arrangements valued as determined in accordance with GAAP and (j)
all obligations of such person as an account party in respect of letters of
credit and bankers153 acceptances; provided, however, that
Indebtedness shall not include trade accounts payable in the ordinary course of
business. The Indebtedness of any person shall include the Indebtedness of any
partnership in which such person is a general partner.

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

“Information” shall have the meaning assigned to such term in Section
10.19.

“Interest Election Request” shall mean a request by a Borrower to
convert or continue a Standby Borrowing in accordance with Section 2.05.

“Interest Payment Date” shall mean, with respect to any Loan, the last
day of each Interest Period applicable thereto and, in the case of a
Eurocurrency Loan with an Interest Period of more than three months153 duration or
a Fixed Rate Loan with an Interest Period of more than 90 days153 duration, each
day that would have been an Interest Payment Date for such

Loan had successive Interest Periods of three months153 duration or 90 days
duration, as the case may be, been applicable to such Loan and, in addition, any
date on which such Loan shall be prepaid.

“Interest Period” shall mean (a) as to any Eurocurrency Borrowing, the
period commencing on the date of such Borrowing and ending on the numerically
corresponding day (or, if there is no numerically corresponding day, on the last
day) in the calendar month that is 1, 2, 3 or 6 months thereafter, as the
applicable Borrower may elect, (b) as to any ABR Borrowing, the period
commencing on the date of such Borrowing and ending on the earlier of (i) the
next succeeding day which shall be the last day of any March, June, September or
December and (ii) the Termination Date and (c) as to any Fixed Rate Borrowing,
the period commencing on the date of such Borrowing and ending on the date
specified in the Competitive Bids in which the offer to make the Fixed Rate
Loans comprising such Borrowing were extended, which shall not be earlier than
seven days after the date of such Borrowing or later than 360 days after the
date of such Borrowing; provided, however, that if any Interest
Period would end on a day other than a Business Day, such Interest Period shall
be extended to the next succeeding Business Day unless, in the case of
Eurocurrency Loans only, such next succeeding Business Day would fall in the
next calendar month, in which case such Interest Period shall end on the next
preceding Business Day. Interest shall accrue from and including the first day
of an Interest Period to but excluding the last day of such Interest Period. For
purposes hereof, the date of a Borrowing initially shall be the date on which
such Borrowing is made and, in the case of a Standby Borrowing, thereafter shall
be the effective date of the most recent conversion or continuation of such
Borrowing.

“Lender Insolvency Event” shall mean that (i) a Lender or its Parent
Company has been adjudicated as, or determined by any Governmental Authority
having regulatory authority over such person or its assets to be, insolvent, or
is generally unable to pay its debts as they become due, or admits in writing
its inability to pay its debts as they become due, or makes a general assignment
for the benefit of its creditors, or (ii) such Lender or its Parent Company is
the subject of a bankruptcy, insolvency, reorganization, liquidation or similar
proceeding, or a receiver, trustee, conservator, intervenor or sequestrator or
the like has been appointed for such Lender or its Parent Company, or such
Lender or its Parent Company has indicated its consent to or acquiescence in any
such proceeding or appointment; provided, that a Lender Insolvency Event
shall not have occurred with respect to a Lender solely as the result of the
acquisition or maintenance of an ownership interest in such Lender or its Parent
Company or the exercise of control over a Lender or its Parent Company by a
Governmental Authority or an instrumentality thereof.

“Lenders” shall have the meaning assigned to such term in the preamble
to this Agreement.

“LIBO Rate” shall mean, with respect to any Eurocurrency Borrowing in
Dollars or any Alternative Currency (other than Euros) for any Interest Period,
(i) the interest rate per annum for deposits for a maturity most nearly
comparable to such Interest Period in the currency in which such Borrowing is
denominated which appears on Reuters Screen LIBOR01 Page (or any successor page)
as of 11:00 a.m., London time, on the Quotation Day for such Interest Period or,
if such a rate does not appear on the Bloomberg153s British Banker153s Association
rate page, (ii) an interest rate per annum (rounded upwards, if necessary, to
the next 1/16 of 1%) equal to the rate at which deposits in the currency in
which such Borrowing is denominated approximately equal in principal amount to
the Loan of the Administrative Agent, in its capacity as a Lender (or, if the
Administrative Agent is not a Lender in respect of such Borrowing, then the Loan
of the Lender in respect of such Borrowing with the greatest Loan amount),
included in such Eurocurrency Borrowing and for a maturity comparable to such
Interest Period are offered to the principal London office of the Administrative
Agent in immediately available funds in the London interbank market at
approximately 11:00 a.m., London time, on the Quotation Day for such Interest
Period.

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

“Loan” shall mean any Competitive Loan or Standby Loan.

“Loan Documents” shall mean (i) this Agreement, (ii) the Fee Letter
dated November 11, 2009 among Citigroup Global Markets Inc., RBS Securities
Inc., The Royal Bank of Scotland plc and the Company, (iii) the Agent Fee Letter
dated November 11, 2009 between Citigroup Global Markets Inc. and the Company,
(iv) each Revolving Note, and (v) to the extent executed and delivered pursuant
to Schedule 10.21 hereto, the New Parent Assignment and Assumption
Agreement and the Subsidiary Guaranty.

“Margin Stock” shall have the meaning given such term under Regulation
U.

“Markit Index” shall mean, at any date of determination, the Markit
CDX.NA.IG Series 11 or any successor series (5 Year Period) as available on such
date to the applicable office of the Administrative Agent. If the Markit Index
is unavailable as of the date any determination of the

Applicable Margin is to occur, the Company and the Lenders will negotiate in
good faith to agree on an alternative method for establishing the Applicable
Margin for any affected Borrowing. Until the earlier of (i) the time at which
such an alternative method is agreed upon or (ii) thirty days after the date on
which the Markit Index became unavailable (such thirty-day period, the
“Negotiation Period“), the interest payable per annum with respect to
Eurocurrency Standby Loans and ABR Loans (to the extent the Applicable Margin
thereon is greater than zero) in such Borrowing will be based upon the
Applicable Margin calculated using the last available quote of the Markit Index.
If no such alternative method is agreed upon during the Negotiation Period,
Eurocurrency Standby Loans will convert to ABR Loans on the last day of the
applicable Interest Period and the interest rate per annum will be the Alternate
Base Rate plus the Applicable Margin calculated using the last available quote
of the Markit Index.

“Material Adverse Change” or “Material Adverse Effect” shall
mean (a) a materially adverse change in, or a materially adverse effect on, the
business, assets, operations, performance or condition, financial or otherwise,
of the Company and its Subsidiaries taken as a whole or (b) a material
impairment of the ability of the Company, any Approved Borrower or any Material
Subsidiary to perform any of its respective obligations under any Loan Document
to which it is or becomes a party.

“Material Subsidiary” means any Subsidiary (a) the consolidated assets
of which equal 5% or more of the consolidated assets of the Borrower and the
Subsidiaries as of the last day of the most recent fiscal quarter of the
Borrower or (b) the consolidated revenues of which equal 5% or more of the
consolidated revenues of the Borrower and the Subsidiaries for the most recent
period of four consecutive fiscal quarters for which financial statements have
been delivered under Section 5.04 (or, prior to the delivery of any such
financial statements, for the period of four consecutive fiscal quarters ended
September 30, 2009); provided that if at the end of the most recent
fiscal quarter or for the most recent period of four consecutive fiscal quarters
the consolidated assets or consolidated revenues of all Subsidiaries that under
clauses (a) and (b) above would not constitute Material Subsidiaries shall have
exceeded 10% of the consolidated assets or 10% of the consolidated revenues of
the Borrower and the Subsidiaries, then one or more of such excluded
Subsidiaries shall for all purposes of this Agreement be deemed to be Material
Subsidiaries in descending order based on the amounts of their consolidated
assets until such excess shall have been eliminated.

“Moody153s” shall mean Moody153s Investors Service, Inc.

“Multiemployer Plan” shall mean a multiemployer plan as defined in
Section 4001(a)(3) of ERISA to which the Company or any ERISA

Affiliate (other than one considered an ERISA Affiliate only pursuant to
subsection (m) or (o) of Code Section 414) is making or accruing an obligation
to make contributions, or has within any of the preceding five plan years made
or accrued an obligation to make contributions.

“Net Worth” shall mean, as at any date, the sum for the Company and
its Subsidiaries (determined on a consolidated basis without duplication in
accordance with GAAP) of the following:

(a) the amount of common stock; plus

(b) the amount of any preferred stock that does not have any requirement for
the Company to purchase, redeem, retire or otherwise acquire the same; plus

(c) the amount of additional paid-in capital and retained earnings (or, in
the case of an additional paid-in capital or retained earnings deficit, minus
the amount of such deficit); plus

(d) cumulative translation adjustments (or, in the case of negative
adjustments, minus the amount of such adjustments); plus

(e) cumulative pension liability adjustments (or, in the case of negative
adjustments, minus the amount of such adjustments); minus

(f) the cost of treasury stock; plus

(g) the amount of unrealized gain from cash flow hedges (or, in the case of
losses, minus the amount of unrealized losses); plus

(h) the amount of unrealized gain from marketable securities (or, in the case
of losses, minus the amount of unrealized losses); plus

(i) the amount of non-controlling interests.

“New Lender” shall have the meaning assigned to such term in Section
2.23(d).

“New Parent” shall have the meaning assigned to such term in
Schedule 10.21 hereto.

“New Parent Assignment and Assumption Agreement” shall mean the
Assignment and Assumption Agreement in the form of Exhibit J hereto.

“Obligation Currency” shall have the meaning assigned to such term in
Section 10.13.

“Operating Subsidiary” shall mean, at any time, each Domestic
Subsidiary of the New Parent at such time that is not a Special Purpose Entity.

“Other Taxes” shall have the meaning assigned to such term in Section
2.19(b).

“Parent Company” shall mean, with respect to a Lender, the bank
holding company (as defined in Regulation Y of the Board), if any, of such
Lender, and/or any person owning, beneficially or of record, directly or
indirectly, a majority of the shares of such Lender.

“PBGC” shall mean the Pension Benefit Guaranty Corporation referred to
and defined in ERISA.

“Permitted Investments” shall mean (i) securities issued directly and
fully guaranteed or insured by the United States or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States is pledged in support thereof), (ii) Dollar denominated time deposits,
certificates of deposit and bankers153 acceptances of (x) any Lender or (y) any
bank whose short-term commercial paper rating from S&P is at least
investment grade or the equivalent thereof (any such bank, an “Approved
Lender”), (iii) commercial paper issued by any Lender or Approved Lender or by
the parent company of any Lender or Approved Lender and commercial paper issued
by, or guaranteed by, any industrial or financial company with a short-term
commercial paper rating of at least investment grade or the equivalent thereof,
(iv) investment grade bonds and preferred stock of investment grade companies,
including municipal bonds, corporate bonds, and treasury bonds, (v) foreign
investments that are of similar type of, and that have a rating comparable to,
any of the investments referred to in the preceding clauses (i) through (iv)
above, (vi) investments in money market funds substantially all of the assets of
which are comprised of securities of the types described in clauses (i) through
(v) above, and (vii) other securities and financial instruments which offer a
security comparable to those listed above.

“Permitted Reorganization” shall have the meaning assigned to such
term in Schedule 10.21 hereto.

“person” shall mean any natural person, corporation, business trust,
joint venture, association, company, limited liability company, partnership or
government, or any agency or political subdivision thereof.

“Plan” shall mean any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code which is maintained for current or former employees, or any
beneficiary thereof, of the Company or any ERISA Affiliate.

“Platform” shall have the meaning assigned to such term in Section
10.01(d).

“Proposed Increase Amount” shall have the meaning assigned to such
term in Section 2.23(b).

“Public Lender” shall have the meaning assigned to such term in
Section 10.01(e).

“Quotation Day” means, with respect to any Eurocurrency Borrowing and
any Interest Period, the day that is two Business Days prior to the first day of
such Interest Period.

“Register” shall have the meaning given such term in Section 10.04(d).

“Regulation D” shall mean Regulation D of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.

“Regulation U” shall mean Regulation U of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.

“Related Parties” shall mean, with respect to any Person, such
Person153s Affiliates and such Person153s and such Person153s Affiliates153 respective
managers, administrators, trustees, partners, directors, officers, employees,
agents, fund managers and advisors.

“Reportable Event” shall mean any reportable event as defined in
Section 4043(b) of ERISA or the regulations issued thereunder with respect to a
Plan (other than a Plan maintained by an ERISA Affiliate that is considered an
ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414).

“Requested Commitment Increase” shall have the meaning assigned to
such term in Section 2.23(a).

“Required Lenders” shall mean, at any time, Lenders having Commitments
representing a majority of the Total Commitment or, for purposes of acceleration
pursuant to clause (ii) of Article VII or after the termination of the
Commitments, Lenders holding Standby Loans representing a majority of the
aggregate principal amount of the Standby Loans outstanding. For purposes of
determining the Required Lenders, any Standby Loans denominated in an
Alternative Currency shall be translated into Dollars at the Spot Exchange Rate
in effect on the applicable Denomination Date.

“Responsible Officer” of any corporation shall mean any executive
officer or Financial Officer of such corporation and any other officer or
similar official thereof responsible for the administration of the obligations
of such corporation in respect of this Agreement.

“Revolving Note” shall mean a promissory note substantially in the
form of Exhibit I hereto made by one or more Borrowers in favor of a
Lender, to the extent requested by such Lender pursuant to Section 2.24.

“S&P” shall mean Standard & Poor153s Ratings Services, a
Division of the McGraw-Hill Companies Inc.

“Special Purpose Entity” shall mean a person formed for a specific
purpose or objective or for a specific transaction or specific type of
transaction (e.g., a finance subsidiary or a subsidiary whose only asset is
intellectual property); provided that a holding company shall not
constitute a Special Purpose Entity.

“Spot Exchange Rate” shall mean, on any day, (a) with respect to any
Alternative Currency, the spot rate at which Dollars are offered on such day by
Citibank, N.A., as Administrative Agent, for such Alternative Currency, and (b)
with respect to Dollars in relation to any specified Alternative Currency, the
spot rate at which such specified Alternative Currency is offered on such day by
Citibank, N.A., as Administrative Agent, for Dollars. For purposes of
determining the Spot Exchange Rate in connection with an Alternative Currency
Borrowing, such Spot Exchange Rate shall be determined as of the Denomination
Date for such Borrowing with respect to transactions in the applicable
Alternative Currency that will settle on the date of such Borrowing, and, upon
the Company153s request, the Administrative Agent shall inform the Company of such
Spot Exchange Rate.

“Standby Borrowing” shall mean a borrowing consisting of simultaneous
Standby Loans from each of the Lenders.

“Standby Borrowing Request” shall mean a request made pursuant to
Section 2.04 in the form of Exhibit A-5 hereto.

“Standby Loan” shall mean a revolving loan made by a Lender pursuant
to Section 2.04. Each Standby Loan shall be a Eurocurrency Standby Loan or an
ABR Loan.

“Statutory Reserve Rate” shall mean, with respect to any currency, a
fraction (expressed as a decimal), the numerator of which is the number one and
the denominator of which is the number one minus the aggregate of the maximum
reserve percentages (including any marginal, special, emergency or supplemental
reserves) expressed as a decimal

established by the Board to which the Administrative Agent is subject for
eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in
Regulation D of the Board). Such reserve percentages shall include those imposed
pursuant to Regulation D. Eurocurrency Loans shall be deemed to be subject to
such reserve requirements without benefit of or credit for proration, exemptions
or offsets that may be available from time to time to any Lender under
Regulation D or any other applicable law, rule or regulation. The Statutory
Reserve Rate shall be adjusted automatically on and as of the effective date of
any change in any reserve percentage.

“Sterling” or “GBP” shall mean lawful money of the United
Kingdom.

“subsidiary” shall mean, with respect to any person (herein referred
to as the “parent“), any corporation, partnership, association or other
business entity (a) of which securities or other ownership interests
representing more than 50% of the equity or more than 50% of the ordinary voting
power or more than 50% of the general partnership interests are, at the time any
determination is being made, owned, Controlled or held, or (b) which is, at the
time any determination is made, otherwise Controlled by the parent or one or
more subsidiaries of the parent or by the parent and one or more subsidiaries of
the parent.

“Subsidiary” shall mean any subsidiary of the Company.

“Subsidiary Consolidated Indebtedness” shall mean Subsidiary Debt of
the Company153s consolidated subsidiaries determined on a consolidated basis in
accordance with GAAP.

“Subsidiary Debt” shall mean, with respect to the Company153s
consolidated subsidiaries, at any time and without duplication, the aggregate
outstanding principal amount of all Indebtedness of such consolidated
subsidiaries at such time described in clauses (a), (b), (c), (g) and (h) of the
definition of the term “Indebtedness”, other than:

(i) Indebtedness owed by Subsidiaries to the Company or to other
Subsidiaries;

(ii) Indebtedness in respect of that certain Credit Agreement dated as of
December 15, 2000 between Harsco Investment Limited and Harsco Finance BV, as
borrowers, and The National Westminster Bank plc, as the same has been amended
and is in effect on the Effective Date;

(iii) Indebtedness of Harsco Finance BV or Harsco International Finance BV,
so long as (A) such persons are Subsidiaries

whose sole purposes are to (x) finance the non-U.S. operations of the Company
and/or Subsidiaries through intercompany loans and/or (y) provide financing to
the Company and/or (z) provide cash management and related intercompany services
to the Company and/or Subsidiaries, and (B) such persons neither acquire nor
maintain any assets other than (x) intercompany accounts receivable and notes
receivable, (y) cash, cash equivalents (as determined in accordance with GAAP)
and Permitted Investments acquired or maintained solely as a result of their
provision, if any, of cash management services, and (z) equity investments in
wholly-owned Subsidiaries that are themselves Special Purpose Entities;

(iv) Indebtedness incurred after the Effective Date in connection with the
acquisition of a person or property as long as such Indebtedness existed prior
to such acquisition and was not created in anticipation thereof;

(v) Indebtedness (including Indebtedness which constitutes Capital Lease
Obligations) incurred to provide all or a portion of the purchase price or cost
of construction of an asset; provided that such Indebtedness when incurred shall
not exceed the purchase price or cost of construction of such asset plus related
transaction costs;

(vi) Guarantees of Subsidiary Consolidated Indebtedness; or

(vii) any refunding or refinancing of any Indebtedness described in any of
clauses (i) through (v) above, so long as such refunding or refinancing does not
increase the principal amount thereof.

“Subsidiary Guarantor” shall mean, on and after the date on which the
Subsidiary Guaranty is required to be delivered pursuant to Schedule
10.21 hereto, each Operating Subsidiary.

“Subsidiary Guaranty” shall mean an unconditional guarantee by each
Subsidiary Guarantor of the obligations of the New Parent and the other
Borrowers under this Agreement and the other Loan Documents in substantially the
form of Exhibit H hereto.

“Tangible Assets” shall mean, with respect to any person at any time,
the total assets of such person at such time after deducting (a) goodwill and
(b) intangible assets.

“Taxes” shall have the meaning assigned to such term in Section
2.19(a).

“Termination Date” shall mean December 17, 2012.

“Termination Letter” shall have the meaning assigned to such term in
Section 2.21.

“Total Capital” shall mean, at any time, Net Worth plus Total Debt.

“Total Commitment” shall mean, at any time, the aggregate amount of
the Commitments, as in effect at such time. As of the Effective Date, the Total
Commitment shall equal $570,000,000.

“Total Debt” shall mean, at any time, the aggregate outstanding
principal amount of all Indebtedness of the Company and its Subsidiaries at such
time (other than Indebtedness described in clause (i) or (j) of the definition
of the term “Indebtedness”) determined on a consolidated basis (without
duplication) in accordance with GAAP; provided that the term “Total
Debt” shall include any preferred stock that provides for the mandatory
purchase, retirement, redemption or other acquisition of the same by the Company
or any Subsidiary (other than preferred stock held by the Company or any
Subsidiary).

“Transactions” shall mean the execution, delivery and performance by
the Company of this Agreement, the execution and delivery by the Company and the
Approved Borrowers of each Designation Letter, the borrowing of Loans and the
use of the proceeds thereof, and in connection with a Permitted Reorganization,
the execution and delivery of the New Parent Assignment and Assumption Agreement
and the Subsidiary Guaranty.

“Transferee” shall have the meaning assigned to such term in Section
2.19(a).

“Type“, when used in respect of any Loan or Borrowing, shall refer to
the rate by reference to which interest on such Loan or on the Loans comprising
such Borrowing is determined and the currency in which such Loan or the Loans
comprising such Borrowings are denominated. For purposes hereof, “rate” shall
include the LIBO Rate, the Alternate Base Rate and the Fixed Rate, and
“currency” shall include Dollars and any Alternative Currency permitted
hereunder.

“United States” or “U.S.” shall mean the United States of
America.

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

SECTION 1.02. Terms Generally. The definitions in Section 1.01 shall
apply equally to both 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”.
All references herein to Articles, Sections, Exhibits and Schedules shall be
deemed references to Articles and Sections of, and Exhibits and Schedules to,
this Agreement unless the context shall otherwise require. Except as otherwise
expressly provided herein, all terms of an accounting or financial nature shall
be construed in accordance with GAAP. If any change in the accounting principles
used in the preparation of the consolidated financial statements of the Company
referred to in Section 5.04(a) or (b) is hereafter required by the rules,
regulations, pronouncements and opinions contained in the Financial Accounting
Standards Board Codification, and such change is adopted by the Company with the
agreement of the Company153s accountants and results in a change in any of the
calculations required by Section 6.06 or 6.07 (or the related defined terms)
that would not have resulted had such accounting change not occurred, then, to
the extent a reconciliation of such change is not reflected by the Company in
its consolidated financial statements so as to reflect what the applicable
calculation would have been had such change not occurred, the Company shall
provide such reconciliation in the compliance certificate to be delivered
pursuant to Section 5.04(c) for so long as such accounting change remains in
effect.

SECTION 1.03. Redenomination of Certain Alternative Currencies. (a)
Each obligation of any party to this Agreement 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 Borrowing in the currency of such member state is outstanding
immediately prior to such date, such replacement shall take effect, with respect
to such 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 in consultation with the
Company 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.

ARTICLE II

The Credits

SECTION 2.01. Commitments. Subject to the terms and conditions and
relying upon the representations and warranties herein set forth, each Lender
agrees, severally and not jointly, to make Standby Loans to the Borrowers from
time to time during the Availability Period, in Dollars or one or more
Alternative Currencies (as specified in the Borrowing Requests with respect
thereto), in an aggregate principal amount at any time outstanding that will not
result in such Lender153s Committed Credit Exposure exceeding such Lender153s
Commitment, subject, however, to the conditions that (i) at no time shall (A)
the sum of (I) the aggregate Committed Credit Exposure of all the Lenders, plus
(II) the outstanding aggregate principal amount or Assigned Dollar Value of all
Competitive Loans made by all Lenders, exceed (B) the Total Commitment and (ii)
at all times the outstanding aggregate principal amount of all Standby Loans
made by each Lender shall equal such Lender153s Applicable Percentage of the
outstanding aggregate principal amount of all Standby Loans made pursuant to
Section 2.04. Each Lender153s Commitment is set forth opposite its name in
Schedule 2.01 hereto. Such Commitments may be terminated, reduced or
increased from time to time pursuant to Section 2.11, Section 2.23 or Section
10.04. Within the foregoing limits and subject to the terms and conditions set
forth herein, the Borrowers may borrow, pay or prepay and reborrow Standby
Loans.

SECTION 2.02. Loans. (a) Each Standby Loan shall be made as part of a
Borrowing consisting of Loans made by the Lenders ratably in accordance with
their applicable Commitments; provided, however, that the failure
of any Lender to make any Standby Loan shall not in itself relieve any other
Lender of its obligation to lend hereunder (it being understood, however, that
no Lender shall be responsible for the failure of any other Lender to make any
Loan required to be made by such other Lender). Each Competitive Loan shall be
made in accordance with the procedures set forth in Section 2.03. The
Competitive Loans and Standby Loans comprising any Borrowing shall be in (i) an
aggregate principal amount which is not less than the Borrowing Minimum and an
integral multiple of the Borrowing Multiple or (ii) an aggregate principal
amount equal to the remaining balance of the available applicable Commitments.

(b) Each Competitive Borrowing shall be comprised entirely of Eurocurrency
Competitive Loans or Fixed Rate Loans, and each Standby Borrowing shall be
comprised entirely of Eurocurrency Standby Loans

or ABR Loans, as the Borrowers may request pursuant to Section 2.03 or 2.04,
as applicable. Each Lender may at its option make any Loan by causing any
domestic or foreign branch or Affiliate of such Lender to make such Loan;
provided that any exercise of such option shall not affect the obligation
of the applicable Borrower to repay such Loan in accordance with the terms of
this Agreement. Borrowings of more than one Type may be outstanding at the same
time; provided, however, that none of the Borrowers shall be
entitled to request any Borrowing which, if made, would result in an aggregate
of more than ten separate Standby Loans of any Lender being outstanding
hereunder at any one time. For purposes of the foregoing, Borrowings having
different Interest Periods or denominated in different currencies, regardless of
whether they commence on the same date, shall be considered separate Borrowings.

(c) Each Lender shall make each Loan to be made by it hereunder on the
proposed date thereof by wire transfer to such account as the Administrative
Agent may designate in federal funds (in the case of any Loan denominated in
Dollars) or such other immediately available funds as may then be customary for
the settlement of international transactions in the relevant currency not later
than 11:00 a.m., New York City time, in the case of fundings to an account in
New York City, or 11:00 a.m., local time, in the case of fundings to an
account(s) in another jurisdiction, and the Administrative Agent shall by 12:00
(noon), New York City time, in the case of fundings to (an) account(s) in New
York City, or 12:00 (noon), local time, in the case of fundings to an account(s)
in another jurisdiction, credit the amounts so received to an account(s)
designated by the applicable Borrower in the applicable Borrowing Request, which
account(s) must be in the country of the currency of the Loan (it being
understood that the funding may be for the credit of an account outside such
country) or in a country that is a member of the European Union, in the case of
Borrowings denominated in Euros, or, if a Borrowing shall not occur on such date
because any condition precedent herein specified shall not have been met, return
the amounts so received to the respective Lenders. Competitive Loans shall be
made by the Lender or Lenders whose Competitive Bids therefor are accepted
pursuant to Section 2.03 in the amounts so accepted and Standby Loans shall be
made by the Lenders pro rata in accordance with Section 2.16. Unless the
Administrative Agent shall have received notice from a Lender prior to the time
of any Borrowing that such Lender will not make available to the Administrative
Agent such Lender153s portion of such Borrowing, the Administrative Agent may
assume that such Lender has made such portion available to the Administrative
Agent on the date of such Borrowing in accordance with this paragraph (c) and
the Administrative Agent may, in reliance upon such assumption, make available
to the applicable Borrower on such date a corresponding amount in the required
currency. If the Administrative Agent shall have so made funds available then to
the extent that such Lender shall not have made such portion available to the
Administrative Agent, such Lender and the applicable Borrower severally agree to
repay to the

Administrative Agent forthwith on demand such corresponding amount together
with interest thereon in such currency, for each day from the date such amount
is made available to the applicable Borrower until the date such amount is
repaid to the Administrative Agent at (i) in the case of the Borrower, the
interest rate applicable at the time to the Loans comprising such Borrowing and
(ii) in the case of such Lender, a rate determined by the Administrative Agent
to represent its cost of overnight or short-term funds in the relevant currency
(which determination shall be conclusive absent manifest error). If such Lender
shall repay to the Administrative Agent such corresponding amount, such amount
shall constitute such Lender153s Loan as part of such Borrowing for purposes of
this Agreement.

(d) Notwithstanding any other provision of this Agreement, none of the
Borrowers shall be entitled to request, or to elect to convert or continue, any
Borrowing if the Interest Period requested with respect thereto would end after
the Termination Date.

SECTION 2.03. Competitive Bid Procedure. (a) In order to request
Competitive Bids, a Borrower shall hand deliver or telecopy to the
Administrative Agent a duly completed Competitive Bid Request in the form of
Exhibit A-l hereto, to be received by the Administrative Agent (i) in the
case of a Eurocurrency Competitive Borrowing, not later than 11:00 a.m., New
York City time, four Business Days before a proposed Competitive Borrowing and
(ii) in the case of a Fixed Rate Borrowing, not later than 11:00 a.m., New York
City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan
shall be requested in, or made pursuant to, a Competitive Bid Request. A
Competitive Bid Request that does not conform substantially to the format of
Exhibit A-l hereto may be rejected in the Administrative Agent153s sole
discretion, and the Administrative Agent shall promptly notify the applicable
Borrower of such rejection by telecopier. Such request shall in each case refer
to this Agreement and specify (A) whether the Borrowing then being requested is
to be a Eurocurrency Borrowing or a Fixed Rate Borrowing, (B) the date of such
Borrowing (which shall be a Business Day), (C) the aggregate principal amount of
such Borrowing, (D) the currency of such Borrowing and (E) the Interest Period
with respect thereto (which may not end after the Termination Date). If no
election as to the currency of Borrowing is specified in any Competitive Bid
Request, then the applicable Borrower shall be deemed to have requested
Borrowings in Dollars. Promptly after its receipt of a Competitive Bid Request
that is not rejected as aforesaid, the Administrative Agent shall invite by
telecopier (in the form set forth in Exhibit A-2 hereto) the Lenders to
bid, on the terms and conditions of this Agreement, to make Competitive Loans
pursuant to the Competitive Bid Request.

(b) Each Lender may, in its sole discretion, make one or more Competitive
Bids to a Borrower responsive to a Competitive Bid Request. Each Competitive Bid
by a Lender must be received by the Administrative Agent via telecopier, in the
form of Exhibit A-3 hereto, (i) in the case of a Eurocurrency Competitive
Borrowing not later than 11:00 a.m., New York City time, three Business Days
before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate
Borrowing, not later than 11:00 a.m., New York City time, on the day of a
proposed Competitive Borrowing. Multiple bids will be accepted by the
Administrative Agent. Competitive Bids that do not conform substantially to the
format of Exhibit A-3 hereto may be rejected by the Administrative Agent
after conferring with, and upon the instruction of, the applicable Borrower, and
the Administrative Agent shall notify the Lender making such nonconforming bid
of such rejection as soon as practicable. Each Competitive Bid shall refer to
this Agreement and specify (A) the principal amount (which (x) shall be in a
minimum principal amount of the Borrowing Minimum and in an integral multiple of
the Borrowing Multiple, (y) shall be expressed in Dollars or, in the case of an
Alternative Currency Borrowing, in both the Alternative Currency and the
Assigned Dollar Value thereof and (z) may equal the entire principal amount of
the Competitive Borrowing requested by the applicable Borrower) of the
Competitive Loan or Loans that the Lender is willing to make to the applicable
Borrower, (B) the Competitive Bid Rate or Rates at which the Lender is prepared
to make the Competitive Loan or Loans and (C) the Interest Period and the last
day thereof. If any Lender shall elect not to make a Competitive Bid, such
Lender shall so notify the Administrative Agent by telecopier (I) in the case of
Eurocurrency Competitive Loans, not later than 11:00 a.m., New York City time,
three Business Days before a proposed Competitive Borrowing, and (II) in the
case of Fixed Rate Loans, not later than 11:00 a.m., New York City time, on the
day of a proposed Competitive Borrowing; provided, however, that
failure by any Lender to give such notice shall not cause such Lender to be
obligated to make any Competitive Loan as part of such Competitive Borrowing. A
Competitive Bid submitted by a Lender pursuant to this paragraph (b) shall be
irrevocable.

(c) The Administrative Agent shall promptly notify the applicable Borrower by
telecopier of all the Competitive Bids made, the Competitive Bid Rate and the
principal amount of each Competitive Loan in respect of which a Competitive Bid
was made and the identity of the Lender that made each bid. The Administrative
Agent shall send a copy of all Competitive Bids to the applicable Borrower for
its records as soon as practicable after completion of the bidding process set
forth in this Section 2.03.

(d) The applicable Borrower may in its sole and absolute discretion, subject
only to the provisions of this paragraph (d), accept or reject any Competitive
Bid referred to in paragraph (c) above. The Borrower shall

notify the Administrative Agent by telephone, confirmed by telecopier in the
form of a Competitive Bid Accept/Reject Letter, whether and to what extent it
has decided to accept or reject any of or all the bids referred to in paragraph
(c) above, (x) in the case of a Eurocurrency Competitive Borrowing, not later
than 11:30 a.m., New York City time, three Business Days before a proposed
Competitive Borrowing, and (y) in the case of a Fixed Rate Borrowing, not later
than 11:30 a.m., New York City time, on the day of a proposed Competitive
Borrowing; provided, however, that (i) the failure by the
applicable Borrower to give such notice shall be deemed to be a rejection of all
the bids referred to in paragraph (c) above, (ii) such Borrower shall not accept
a bid made at a particular Competitive Bid Rate if such Borrower has decided to
reject a bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of
the Competitive Bids accepted by such Borrower shall not exceed the principal
amount specified in the Competitive Bid Request, (iv) if such Borrower shall
accept a bid or bids made at a particular Competitive Bid Rate but the amount of
such bid or bids shall cause the total amount of bids to be accepted by such
Borrower to exceed the amount specified in the Competitive Bid Request, then
such Borrower shall accept a portion of such bid or bids in an amount equal to
the amount specified in the Competitive Bid Request less the amount of all other
Competitive Bids accepted with respect to such Competitive Bid Request, which
acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be
made pro rata in accordance with the amount of each such bid at such Competitive
Bid Rate, and (v) except pursuant to clause (iv) above, no bid shall be accepted
for a Competitive Loan unless such Competitive Loan is in (x) a minimum
principal amount of the Borrowing Minimum and an integral multiple of the
Borrowing Multiple or (y) an aggregate principal amount equal to the remaining
balance of the available applicable Commitments; provided further,
however, that if a Competitive Loan must be in an amount less than the
Borrowing Minimum because of the provisions of clause (iv) above, such
Competitive Loan may be for a minimum of 1,000,000 units (or, in the case of
Sterling, 500,000 units) of the applicable currency or any integral multiple
thereof, and in calculating the pro rata allocation of acceptances of portions
of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv)
the amounts shall be rounded to integral multiples of 1,000,000 units (or, in
the case of Sterling, 500,000 units) of the applicable currency in a manner
which shall be in the discretion of the applicable Borrower. A notice given by
the applicable Borrower pursuant to this paragraph (d) shall be irrevocable.

(e) The Administrative Agent shall promptly notify each bidding Lender
whether or not its Competitive Bid has been accepted (and if so, in what amount
and at what Competitive Bid Rate) by telecopy sent by the Administrative Agent,
and each successful bidder will thereupon become bound, subject to the other
applicable conditions hereof, to make the Competitive Loan in respect of which
its bid has been accepted.

(f) A Competitive Bid Request shall not be made within five Business Days
after the date of any previous Competitive Bid Request.

(g) If the Administrative Agent shall elect to submit a Competitive Bid in
its capacity as a Lender, it shall submit such bid directly to the applicable
Borrower one quarter of an hour earlier than the latest time at which the other
Lenders are required to submit their bids to the Administrative Agent pursuant
to paragraph (b) above.

(h) All notices required by this Section 2.03 shall be given in accordance
with Section 10.01.

SECTION 2.04. Standby Borrowing Procedure. In order to request a
Standby Borrowing, a Borrower shall hand deliver or telecopy to the
Administrative Agent a duly completed Standby Borrowing Request in the form of
Exhibit A-5 hereto, to be received by the Administrative Agent (a) in the
case of a Eurocurrency Standby Borrowing, not later than 11:00 a.m., New York
City time, three Business Days before a proposed borrowing and (b) in the case
of an ABR Borrowing, not later than 10:00 a.m., New York City time, on the date
of the proposed borrowing. No Fixed Rate Loan shall be requested or made
pursuant to a Standby Borrowing Request. Such notice shall be irrevocable and
shall in each case specify (i) whether the Borrowing then being requested is to
be a Eurocurrency Borrowing or an ABR Borrowing; (ii) the date of such Borrowing
(which shall be a Business Day), (iii) the aggregate principal amount of the
Borrowing (which shall be in a minimum principal amount of the Borrowing Minimum
and in an integral multiple of the Borrowing Multiple), (iv) the currency of
such Borrowing (which, in the case of an ABR Borrowing, shall be Dollars) and
(v) if such Borrowing is to be a Eurocurrency Borrowing, the Interest Period
with respect thereto. If no election as to the currency of Borrowing is
specified in any Standby Borrowing Request, then the applicable Borrower shall
be deemed to have requested Borrowings in Dollars. If no election as to the Type
of Borrowing is specified, then the requested Borrowing shall be an ABR
Borrowing if denominated in Dollars or a Eurocurrency Borrowing if denominated
in an Alternative Currency. If no Interest Period with respect to any
Eurocurrency Borrowing is specified, then the applicable Borrower shall be
deemed to have selected an Interest Period of one month153s duration. The
Administrative Agent shall promptly advise the Lenders of any notice given
pursuant to this Section 2.04 (and the contents thereof), of each Lender153s
portion of the requested Borrowing and, in the case of an Alternative Currency
Borrowing, of the Dollar Equivalent of the Alternative Currency amount specified
in the applicable Standby Borrowing Request and the Spot Exchange Rate utilized
to determine such Dollar Equivalent. If the Dollar Equivalent of a Lender153s
portion of any such Borrowing would exceed such Lender153s remaining available
applicable Commitment, then such Lender153s portion of such Borrowing shall be
reduced to the Alternative Currency Equivalent of such Lender153s remaining
available Commitment.

SECTION 2.05. Interest Elections. (a) Each Standby Borrowing initially
shall be of the Type specified in the applicable Borrowing Request and, in the
case of a Eurocurrency Standby Borrowing, shall have an initial Interest Period
as specified in such Borrowing Request. Thereafter, the applicable Borrower may
elect to convert such Borrowing to a different Type or to continue such
Borrowing and, in the case of a Eurocurrency Standby Borrowing, may elect
Interest Periods therefor, all as provided in this Section. Such Borrower may
elect different options with respect to different portions of the affected
Borrowing, in which case each such portion shall be allocated ratably among the
Lenders holding the Loans comprising such Borrowing, and the Loans comprising
each such portion shall be considered a separate Borrowing. This Section shall
not apply to Competitive Borrowings, which may not be converted or continued.

(b) To make an election pursuant to this Section, the applicable Borrower
shall notify the Administrative Agent of such election by telephone or by
telecopy by the time that a Borrowing Request would be required under Section
2.04 if such Borrower were requesting a Standby Borrowing of the Type resulting
from such election to be made on the effective date of such election. Each such
Interest Election Request shall be irrevocable and, if telephonic, shall be
confirmed promptly by hand delivery or telecopy to the Administrative Agent of a
written Interest Election Request substantially in the form of Exhibit
A-6 hereto. Notwithstanding any other provision of this Section, the
Borrower shall not be permitted to (i) change the currency of any Borrowing or
(ii) elect an Interest Period for Eurocurrency Loans that would end after the
Termination Date.

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

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

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

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

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

If any such Interest Election Request requests a Eurocurrency Borrowing but
does not specify an Interest Period, then the Borrower shall be deemed to have
selected an Interest Period of one month153s duration.

(d) Promptly following receipt of an Interest Election Request, the
Administrative Agent shall advise each Lender of the details thereof and of such
Lender153s portion of each resulting Borrowing.

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

SECTION 2.06. Fees. (a) The Company agrees to pay to each Lender,
through the Administrative Agent, on each March 31, June 30, September 30 and
December 31 and on the Termination Date and any other date on which the Loans of
such Lender shall be repaid (or on the date of termination of such Lender153s
Commitment if such Lender has no Standby Loans outstanding after such date), a
commitment fee (a “Commitment Fee“) equal to the Commitment Fee
Percentage of the daily average amount of the unused Commitment of such Lender
(whether or not the conditions set forth in Section 4.01 shall have been
satisfied), during the preceding quarter (or shorter period commencing with the
date hereof or ending with the date on which the Commitment of such Lender shall
be terminated). All Commitment Fees shall be computed on the basis of the actual
number of days elapsed in a year of 360 days. The Commitment Fee due to each
Lender shall commence to accrue on the date hereof and shall cease to accrue on
the date on which the Commitment of such Lender is terminated. Anything herein
to the contrary notwithstanding, during such period that a Lender is a
Defaulting Lender, such Defaulting

Lender will not be entitled to any Commitment Fees accruing during such
period (without prejudice to the rights of the Lenders other than Defaulting
Lenders in respect of such fees).

(b) The Company agrees to pay the Administrative Agent, for its own account,
the fees set forth in the Agent Fee Letter dated November 11, 2009, between
Citigroup Global Markets Inc. and the Company (the “Administrative
Fees“) at the times and in the amounts set forth therein.

(c) All Fees shall be paid on the dates due, in immediately available funds,
to the Administrative Agent for distribution, if and as appropriate, among the
Lenders. Once paid, none of the Fees shall be refundable under any
circumstances.

SECTION 2.07. Repayment of Loans. (a) Each Borrower agrees to pay to
the Administrative Agent for the account of each Lender the then unpaid
principal amount of (i) each Standby Loan of such Lender on the Termination Date
and (ii) each Competitive Loan of such Lender on the last day of the Interest
Period applicable to such Loan. Each Loan shall bear interest from the date of
the Borrowing of which such Loan is a part on the outstanding principal balance
thereof as set forth in Section 2.08.

(b) Each Lender shall, and is hereby authorized by the Borrowers to,
maintain, in accordance with its usual practice, records evidencing the
indebtedness of each Borrower to such Lender hereunder from time to time,
including the date, amount, currency and Type of and the Interest Period
applicable to each Loan made by such Lender from time to time and the amounts of
principal and interest paid to such Lender from time to time in respect of each
such Loan.

(c) The entries made in the records maintained pursuant to paragraph (b) of
this Section 2.07 and in the Register maintained by the Administrative Agent
pursuant to Section 10.04(d) shall be prima facie evidence of the existence and
amounts of the obligations of each Borrower to which such entries relate;
provided, however, that the failure of any Lender or the
Administrative Agent to maintain or to make any entry in such records or the
Register, as applicable, or any error therein shall not in any manner affect the
obligation of any Borrower to repay any Loans in accordance with the terms of
this Agreement.

SECTION 2.08. Interest on Loans. (a) Subject to the provisions of
Section 2.09, the Loans comprising each Eurocurrency Borrowing shall bear
interest (computed on the basis of the actual number of days elapsed over a year
of 360 days, at a rate per annum equal to (i) in the case of each Eurocurrency
Standby Loan in Dollars or any Alternative Currency (other than Euros), the
Adjusted LIBO Rate for the Interest Period in effect for

the Borrowing of which such Loan is part plus the Applicable Margin from time
to time in effect, (ii) in the case of each Eurocurrency Standby Loan in Euros,
the Adjusted EURIBO Rate for the Interest Period in effect for the Borrowing of
which such Loan is part plus the Applicable Margin from time to time in effect,
(iii) in the case of each Eurocurrency Competitive Loan denominated in Dollars
or any Alternative Currency (other than Euros), the LIBO Rate for the Interest
Period in effect for the Borrowing of which such Loan is a part plus the
Competitive Margin offered by the Lender making such Loan and accepted by the
applicable Borrower pursuant to Section 2.03 and (iv) in the case of each
Eurocurrency Competitive Loan denominated in Euros, the EURIBO Rate for the
Interest Period in effect for the Borrowing of which such Loan is a part plus
the Competitive Margin offered by the Lender making such Loan and accepted by
the applicable Borrower pursuant to Section 2.03.

(b) Subject to the provisions of Section 2.09, the Loans comprising each ABR
Borrowing shall bear interest (computed on the basis of the actual number of
days elapsed over a year of 365 or 366 days, as appropriate, when determined by
reference to the Prime Rate and over a year of 360 days at all other times) at a
rate per annum equal to the Alternate Base Rate plus the Applicable Margin from
time to time in effect with respect to ABR Loans.

(c) Subject to the provisions of Section 2.09, each Fixed Rate Loan shall
bear interest at a rate per annum (computed on the basis of the actual number of
days elapsed over a year of 360 days) equal to the fixed rate of interest
offered by the Lender making such Loan and accepted by the applicable Borrower
pursuant to Section 2.03.

(d) Interest on each Loan shall be payable in arrears on each Interest
Payment Date applicable to such Loan except as otherwise provided in this
Agreement. In the event of any conversion of any Eurocurrency Standby Loan prior
to the end of the current Interest Period therefor, accrued interest on such
Loan shall be payable on the effective date of such conversion. The applicable
LIBO Rate, EURIBO Rate or Alternate Base Rate for each Interest Period or day
within an Interest Period, as the case may be, shall be determined by the
Administrative Agent, and such determination shall be conclusive absent manifest
error.

SECTION 2.09. Default Interest. If any Borrower shall default in the
payment of the principal of or interest on any Loan or any other amount becoming
due hereunder, whether by scheduled maturity, notice of prepayment, acceleration
or otherwise, such Borrower shall on demand from time to time from the
Administrative Agent pay interest, to the extent permitted by law, on such
defaulted amount up to (but not including) the date of actual payment (after as
well as before judgment) at a rate per annum

(computed on the basis of the actual number of days elapsed over a year of
360 days) equal to the Alternate Base Rate plus 2% per annum (or, in the case of
the principal of any Loan, if higher, the rate of interest otherwise applicable,
or most recently applicable, to such Loan hereunder plus 2% per annum).

SECTION 2.10. Alternate Rate of Interest. (a) In the event, and on
each occasion, that on the day two Business Days prior to the commencement of
any Interest Period for a Eurocurrency Borrowing of any Type the Administrative
Agent shall have determined that Dollar deposits or deposits in the Alternative
Currency in which such Borrowing is to be denominated in the principal amounts
of the Loans comprising such Borrowing are not generally available in the London
interbank market, or that reasonable means do not exist for ascertaining the
LIBO Rate or EURIBO Rate, the Administrative Agent shall, as soon as practicable
thereafter, give written or telecopy notice of such determination to the
applicable Borrower and the Lenders and, until the Administrative Agent shall
have advised the applicable Borrower and the Lenders that the circumstances
giving rise to such notice no longer exist, (i) any request by a Borrower for a
Eurocurrency Competitive Borrowing pursuant to Section 2.03 shall be of no force
or effect and shall be denied by the Administrative Agent, (ii) any request by a
Borrower for a Eurocurrency Standby Borrowing of the affected Type or in the
affected currency shall be deemed to be a request for an ABR Borrowing
denominated in Dollars and (iii) any Interest Election Request that requests the
conversion of any Standby Borrowing to, or continuation of any Standby Borrowing
as, a Eurocurrency Borrowing shall be ineffective, and unless repaid such
Borrowing shall be converted to or continued on the last day of the Interest
Period applicable thereto (A) if such Borrowing is denominated in Dollars, as an
ABR Borrowing, or (B) if such Borrowing is denominated in any Alternative
Currency, as a Borrowing bearing interest at such rate as the Administrative
Agent shall determine adequately and fairly reflects the cost to the affected
Lenders (or Lender) of making or maintaining their Loans (or its Loan) included
in such Borrowing for such Interest Period plus the Applicable Margin.

(b) In the event, and on each occasion, that on the day two Business Days
prior to the commencement of any Interest Period for a Eurocurrency Borrowing of
any Type the Administrative Agent shall have been advised by the Required
Lenders that the rates at which Dollar deposits or deposits in the Alternative
Currency in which such Borrowing is to be denominated in the principal amounts
of the Loans comprising such Borrowing are being offered will not adequately and
fairly reflect the cost to such Lenders of making or maintaining Eurocurrency
Loans during such Interest Period, the Administrative Agent, may in consultation
with the affected Lenders, give written or telecopy notice of such determination
to the

Company, the applicable Borrower and the Lenders and until the Administrative
Agent shall have advised the Company, the applicable Borrower and the Lenders
that the circumstances giving rise to such notice no longer exist, (i) any
request by a Borrower for a Eurocurrency Competitive Borrowing pursuant to
Section 2.03 may be denied by the Administrative Agent, (ii) any request by a
Borrower for a Eurocurrency Standby Borrowing of the affected Type or in the
affected currency may deemed to be a request for an ABR Borrowing denominated in
Dollars and (iii) any Interest Election Request that requests the conversion of
any Standby Borrowing to, or continuation of any Standby Borrowing as, a
Eurocurrency Borrowing may be deemed ineffective, and unless repaid such
Borrowing may be converted to or continued on the last day of the Interest
Period applicable thereto (A) if such Borrowing is denominated in Dollars, as an
ABR Borrowing, or (B) if such Borrowing is denominated in any Alternative
Currency, as a Borrowing bearing interest at such rate as the Administrative
Agent shall determine adequately and fairly reflects the cost to the Lenders of
making or maintaining their Loans included in such Borrowing for such Interest
Period, as notified to the Company no later than one Business Day prior to the
last day of such applicable Interest Period, plus the Applicable Margin.

Each determination by the Administrative Agent under this Section 2.10 shall
be conclusive absent manifest error.

SECTION 2.11. Termination and Reduction of Commitments. (a)Unless
previously terminated, the Commitments shall terminate on the Termination Date.

(b) Upon at least three Business Days153 prior irrevocable written or telecopy
notice to the Administrative Agent, the Company (on behalf of all the Borrowers)
may at any time in whole permanently terminate, or from time to time in part
permanently reduce, the Total Commitment; provided, however, that
(i) each partial reduction of the Total Commitment shall be in an integral
multiple of $1,000,000 and in a minimum principal amount of $5,000,000 and (ii)
no such termination or reduction shall be made which would reduce the Total
Commitment to an amount less than the aggregate outstanding principal amount (or
Assigned Dollar Value, in the case of Loans denominated in Alternative
Currencies) of the Competitive Loans and Standby Loans. Notwithstanding the
foregoing, as long as no Default or Event of Default is continuing, the Company
may terminate the unused amount of the Commitment of a Defaulting Lender upon
not less than 10 Business Days153 prior notice to the Administrative Agent (which
will promptly notify the Lenders thereof), it being understood that such
termination will not be deemed to be a waiver or release of any claim any of the
Borrowers or the Administrative Agent may have against such Defaulting Lender.

(c) Subject to the last sentence of Section 2.11(b), reduction in the Total
Commitment hereunder shall be made ratably among the Lenders in accordance with
their respective Commitments. Subject to the last sentence of Section 2.06(a),
the Company shall pay to the Administrative Agent for the account of the
Lenders, on the date of each termination or reduction, the Commitment Fees on
the amount of the Commitments so terminated or reduced accrued to but not
including the date of such termination or reduction.

(d) A Commitment terminated or reduced under this Section 2.11 may not be
reinstated.

SECTION 2.12. Prepayment. (a) Each Borrower shall have the right at
any time and from time to time to prepay any Standby Borrowing, in whole or in
part, upon giving written or telecopy notice (or telephone notice promptly
confirmed by written or telecopy notice) to the Administrative Agent: (i) in the
case of Eurocurrency Loans before 11:00 a.m., New York City time, three Business
Days prior to prepayment and (ii) in the case of ABR Loans, before 11:00 a.m.,
New York City time, one Business Day prior to prepayment; provided,
however, that each partial prepayment shall be in an amount which is an
integral multiple of $1,000,000 and not less than $5,000,000. The Borrowers
shall not have the right to prepay any Competitive Borrowing.

(b) If the sum of (i) the aggregate Committed Credit Exposure of all the
Lenders and (ii) the outstanding aggregate principal amount or Assigned Dollar
Value of all Competitive Loans made by all the Lenders shall at any time exceed
the Total Commitment, then (A) on the last day of any Interest Period for any
Eurocurrency Standby Borrowing and (B) on any other date in the event any ABR
Borrowing shall be outstanding, the Borrowers shall prepay Standby Loans in an
amount equal to the lesser of (x) the amount necessary to eliminate such excess
(after giving effect to any other prepayment of Loans on such day) and (y) the
amount of the applicable Borrowings referred to in clause (i) or (ii), as
applicable. If, on any date, the sum of (1) the aggregate Committed Credit
Exposure of all the Lenders and (2) the outstanding aggregate principal amount
or Assigned Dollar Value of all Competitive Loans made by all the Lenders shall
exceed 105% of the Total Commitment, then the Borrowers shall, not later than
the third Business Day following the date notice of such excess is received from
the Administrative Agent, prepay one or more Standby Borrowings in an aggregate
principal amount sufficient to eliminate such excess.

(c) On the date of any termination or reduction of the Commitments pursuant
to Section 2.11(b), the Company shall (or shall cause each responsible Borrower
to) pay or prepay so much of the Standby Borrowings as shall be necessary in
order that the aggregate outstanding principal amount of all Loans will not
exceed the Total Commitment after giving effect to such termination or
reduction.

(d) Each notice of prepayment under this Section 2.12 shall specify the
prepayment date and the principal amount of each Borrowing (or portion thereof)
to be prepaid, shall be irrevocable and shall commit the applicable Borrower to
prepay such Borrowing (or portion thereof) by the amount stated therein on the
date stated therein. All prepayments under this Section 2.12 shall be subject to
Section 2.15 but otherwise without premium or penalty.

SECTION 2.13. Reserve Requirements: Change in Circumstances. (a)
Notwithstanding any other provision herein, if after the date of this Agreement
any change in applicable law or regulation or in the interpretation or
administration thereof by any governmental authority charged with the
interpretation or administration thereof (whether or not having the force of
law) shall change the basis of taxation of payments to any Lender (or any
lending office of any Lender) of the principal of or interest on any
Eurocurrency Loan or Fixed Rate Loan made by such Lender or any Fees or other
amounts payable hereunder (other than changes in respect of taxes imposed on the
overall net income of such Lender by the jurisdiction in which such Lender has
its principal office or by any political subdivision or taxing authority
therein), or shall impose, modify or deem applicable any reserve, special
deposit or similar requirement against assets of, deposits with or for the
account of or credit extended by such Lender (or any lending office of such
Lender), or shall impose on such Lender or the London interbank market any other
condition affecting this Agreement or any Eurocurrency Loan or Fixed Rate Loan
made by such Lender, and the result of any of the foregoing shall be to increase
the cost to such Lender of making or maintaining any Eurocurrency Loan or Fixed
Rate Loan or to reduce the amount of any sum received or receivable by such
Lender hereunder (whether of principal, interest or otherwise) by an amount
deemed by such Lender to be material, then the Company shall (or shall cause the
Borrowers to) pay to such Lender upon demand such additional amount or amounts
as will compensate such Lender for such additional costs incurred or reduction
suffered. Notwithstanding the foregoing, no Lender shall be entitled to request
compensation under this paragraph with respect to any Competitive Loan if it
shall have been aware of the change giving rise to such request at the time of
submission of the Competitive Bid pursuant to which such Competitive Loan shall
have been made.

(b) If any Lender shall have determined that any change after the date hereof
in the applicability of any law, rule, regulation or guideline adopted pursuant
to or arising out of the July 1988 report of the Basel Committee on Banking
Regulations and Supervisory Practices entitled

“International Convergence of Capital Measurement and Capital Standards”, or
the adoption after the date hereof of any other law, rule, regulation or
guideline regarding capital adequacy, or any change in any of the foregoing or
in the interpretation or administration of any of the foregoing by any
governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Lender (or any
lending office of such Lender) or any Lender153s holding company with any request
or directive regarding capital adequacy (whether or not having the force of law)
of any such authority, central bank or comparable agency, has or would have the
effect of reducing the rate of return on such Lender153s capital or on the capital
of such Lender153s holding company, if any, as a consequence of this Agreement or
the Loans made by such Lender pursuant hereto to a level below that which such
Lender or such Lender153s holding company could have achieved but for such
applicability, adoption, change or compliance (taking into consideration such
Lender153s policies and the policies of such Lender153s holding company with respect
to capital adequacy) by an amount deemed by such Lender to be material, then
from time to time the Company shall (or shall cause the responsible Borrower to)
pay to such Lender such additional amount or amounts as will compensate such
Lender or such Lender153s holding company for any such reduction suffered.

(c) A certificate of a Lender setting forth such amount or amounts as shall
be necessary to compensate such Lender as specified in paragraph (a) or (b)
above, as the case may be, shall be delivered to the Company and shall be
conclusive absent manifest error. The Company shall (or shall cause the
responsible Borrower to) pay each Lender the amount shown as due on any such
certificate delivered by it within 10 days after the receipt of the same.

(d) Except as provided below in this paragraph (d), failure on the part of
any Lender to demand compensation for any increased costs or reduction in
amounts received or receivable or reduction in return on capital with respect to
any period shall not constitute a waiver of such Lender153s right to demand
compensation with respect to such period or any other period. The protection of
this Section shall be available to each Lender regardless of any possible
contention of the invalidity or inapplicability of the law, rule, regulation,
guideline or other change or condition which shall have occurred or been
imposed. No Lender shall be entitled to compensation under this Section 2.13 for
any costs incurred or reductions suffered with respect to any date unless it
shall have notified the Company that it will demand compensation for such costs
or reductions not more than 60 days after the later of (i) such date and (ii)
the date on which it shall have, or should have, become aware of such costs or
reductions.

SECTION 2.14. Change in Legality. (a) Notwithstanding any other
provision herein, if, after the date hereof, (i) any change in any law or
regulation or in the interpretation thereof by any Governmental Authority
charged with the administration or interpretation thereof shall make it unlawful
for any Lender to make or maintain any Eurocurrency Loan or Alternative Currency
Loan or to give effect to its obligations as contemplated hereby with respect to
any Eurocurrency Loan or Alternative Currency Loan, or (ii) there shall have
occurred any change in national or international financial, political or
economic conditions (including the imposition of or any change in exchange
controls) or currency exchange rates which would make it impracticable for any
Lender to make Loans denominated in such Alternative Currency or to any
Borrower, then, by written notice to the Company and to the Administrative
Agent, such Lender may:

(i) declare that Eurocurrency Loans or Alternative Currency Loans (in the
affected currency or currencies or to the affected Borrower), as the case may
be, will not thereafter (for the duration of such unlawfulness or
impracticability) be made by such Lender hereunder, whereupon such Lender shall
not submit a Competitive Bid in response to a request for such Alternative
Currency Loans or Eurocurrency Competitive Loans and any request by a Borrower
for a Eurocurrency Standby Borrowing or Alternative Currency Borrowing (in the
affected currency or currencies or to the affected Borrower), as the case may
be, shall, as to such Lender only, be deemed a request for an ABR Loan or a Loan
denominated in Dollars, as the case may be, unless such declaration shall be
subsequently withdrawn (or, if a Loan to the requesting Borrower cannot be made
for the reasons specified above, such request shall be deemed to have been
withdrawn); and

(ii) require that all outstanding Eurocurrency Loans or Alternative Currency
Loans (in the affected currency or currencies or to the affected Borrower), as
the case may be, made by it be converted to ABR Loans denominated in Dollars in
which event all such Eurocurrency Loans or Alternative Currency Loans (in the
affected currency or currencies or to the affected Borrower) shall be
automatically converted to ABR Loans denominated in Dollars as of the effective
date of such notice as provided in paragraph (b) below.

In the event any Lender shall exercise its rights under (i) or (ii) above,
all payments and prepayments of principal which would otherwise have been
applied to repay the Eurocurrency Loans or Alternative Currency Loans, as the
case may be, that would have been made by such Lender or the converted
Eurocurrency Loans or Alternative Currency Loans, as the case may be, of such
Lender shall instead be applied to repay the ABR Loans or Loans denominated in
Dollars, as the case may be, made by such Lender in lieu of, or resulting from

the conversion of, such Eurocurrency Loans or Loans denominated in Dollars,
as the case may be. In the event any Alternative Currency Loan is converted into
a Loan denominated in Dollars pursuant to this Section, (A) the principal amount
of such Loan shall be deemed to be an amount equal to the Assigned Dollar Value
of such Alternative Currency Loan determined based upon the applicable Spot
Exchange Rate as of the Denomination Date for the Borrowing which includes such
Alternative Currency Loan and (B) the applicable Borrower shall indemnify the
Lender of such converted Alternative Currency Loan against any loss it sustains
as a result of such conversion.

(b) For purposes of this Section 2.14, a notice to the Company by any Lender
shall be effective as to each Eurocurrency Loan, if lawful, on the last day of
the Interest Period currently applicable to such Eurocurrency Loan; in all other
cases such notice shall be effective on the date of receipt by the Company.

SECTION 2.15. Indemnity. Each Borrower shall indemnify each Lender
against any loss or reasonable expense which such Lender may sustain or incur as
a consequence of (a) any failure by such Borrower to fulfill on the date of any
borrowing hereunder the applicable conditions set forth in Article IV, (b) any
failure by such Borrower (other than any such failure caused by a default by
such Lender) to borrow or to convert or continue any Loan hereunder after
irrevocable notice of such borrowing, conversion or continuation has been given
pursuant to Section 2.03 or 2.04, (c) any payment, prepayment, conversion or
transfer of a Eurocurrency Loan or Fixed Rate Loan required by any other
provision of this Agreement or otherwise made or deemed made on a date other
than the last day of the Interest Period applicable thereto, (d) any default in
payment or prepayment of the principal amount of any Loan or any part thereof or
interest accrued thereon, as and when due and payable (at the due date thereof,
whether by scheduled maturity, acceleration, irrevocable notice of prepayment or
otherwise) or (e) the assignment of any Eurocurrency Loan other than on the last
day of an Interest Period therefor as a result of a request by the Company
pursuant to Section 2.20(b), including, in each such case, any loss or
reasonable expense sustained or incurred or to be sustained or incurred in
liquidating or employing deposits from third parties acquired to effect or
maintain such Loan or any part thereof as a Eurocurrency Loan or Fixed Rate Loan
but excluding any loss of profit or anticipated profit such as the Applicable
Margin. Such loss or reasonable expense shall include an amount equal to the
excess, if any, as reasonably determined by such Lender, of (i) its cost of
obtaining the funds for the Loan being paid, prepaid, converted, transferred or
not borrowed (assumed to be the LIBO Rate or, in the case of a Fixed Rate Loan,
the fixed rate of interest applicable thereto) for the period from the date of
such payment, prepayment, conversion, transfer or failure to borrow to the last
day of the Interest Period for such Loan (or, in the case of a

failure to borrow, convert or continue, the Interest Period for such Loan
which would have commenced on the date of such failure) over (ii) the amount of
interest (as reasonably determined by such Lender) that would be realized by
such Lender in reemploying the funds so paid, prepaid, converted, transferred or
not borrowed for such period or Interest Period, as the case may be. A
certificate of any Lender setting forth any amount or amounts which such Lender
is entitled to receive pursuant to this Section shall be delivered to the
Company and shall be conclusive absent manifest error.

SECTION 2.16. Pro Rata Treatment. Except as required under Section
2.14, each Standby Borrowing, each payment or prepayment of principal of any
Standby Borrowing, each payment of interest on the Standby Loans, each payment
of the Commitment Fees, each reduction of the Commitments and each conversion of
any Borrowing into, or continuation of, a Standby Borrowing of any Type, shall
be allocated pro rata among the Lenders in accordance with their respective
Commitments (or, if such Commitments shall have expired or been terminated, in
accordance with the respective principal amounts of their outstanding Standby
Loans). Each payment of principal of any Competitive Borrowing shall be
allocated pro rata among the Lenders participating in such Borrowing in
accordance with the respective principal amounts of their outstanding
Competitive Loans comprising such Borrowing. Each payment of interest on any
Competitive Borrowing shall be allocated pro rata among the Lenders
participating in such Borrowing in accordance with the respective amounts of
accrued and unpaid interest on their outstanding Competitive Loans comprising
such Borrowing. For purposes of determining (i) the aggregate available
Commitments of the Lenders at any time and (ii) the available Commitment of each
Lender, each outstanding Competitive Borrowing shall be deemed to have utilized
the Commitments of the Lenders (including those Lenders which shall not have
made Loans as part of such Competitive Borrowing) pro rata in accordance with
such respective Commitments; provided, however, that for purposes
of determining payments of Commitment Fees under Section 2.06, each outstanding
Competitive Borrowing shall be deemed to have utilized the Commitments of only
the Lenders that have made Competitive Loans comprising such Competitive
Borrowing (it being understood that the Commitment of Lenders which shall not
have made Loans as part of such Competitive Borrowing shall not be deemed
utilized as a result of such Competitive Borrowing). Each Lender agrees that in
computing such Lender153s portion of any Borrowing to be made hereunder, the
Administrative Agent may, in its discretion, round each Lender153s percentage of
such Borrowing to the next higher or lower whole Dollar (or comparable unit of
any applicable Alternative Currency) amount.

SECTION 2.17. Sharing of Setoffs. Each Lender agrees that if it shall,
through the exercise of a right of banker153s lien, setoff or counterclaim

against any Borrower, or pursuant to a secured claim under Section 506 of
Title 11 of the United States Code or other security or interest arising from,
or in lieu of, such secured claim, received by such Lender under any applicable
bankruptcy, insolvency or other similar law or otherwise, or by any other means,
obtain payment (voluntary or involuntary) in respect of any Standby Loan or
Standby Loans as a result of which the unpaid principal portion of its Standby
Loans shall be proportionately less than the unpaid principal portion of the
Standby Loans of any other Lender, it shall be deemed simultaneously to have
purchased from such other Lender at face value, and shall promptly pay to such
other Lender the purchase price for, a participation in the Standby Loans of
such other Lender, so that the aggregate unpaid principal amount of the Standby
Loans and participations in the Standby Loans held by each Lender shall be in
the same proportion to the aggregate unpaid principal amount of all Standby
Loans then outstanding as the principal amount of its Standby Loans prior to
such exercise of banker153s lien, setoff or counterclaim or other event was to the
principal amount of all Standby Loans outstanding prior to such exercise of
banker153s lien, setoff or counterclaim or other event; provided,
however, that, if any such purchase or purchases or adjustments shall be
made pursuant to this Section 2.17 and the payment giving rise thereto shall
thereafter be recovered, such purchase or purchases or adjustments shall be
rescinded to the extent of such recovery and the purchase price or prices or
adjustment restored without interest. Each Borrower expressly consents to the
foregoing arrangements and agrees that any Lender holding a participation in a
Standby Loan deemed to have been so purchased may exercise any and all rights of
banker153s lien, setoff or counterclaim with respect to any and all moneys owing
by such Borrower to such Lender by reason thereof as fully as if such Lender had
made a Standby Loan directly to such Borrower in the amount of such
participation.

SECTION 2.18. Payments. (a) Each Borrower shall make each payment
(including principal of or interest on any Borrowing or any Fees or other
amounts) hereunder and under each other Loan Document not later than 12:00 noon,
local time at the place of payment, on the date when due in immediately
available funds. Each such payment shall be made to the Administrative Agent153s
Office. Each such payment (other than principal of and interest on Alternative
Currency Loans, which shall be made in the applicable Alternative Currency)
shall be made in Dollars. Each such payment will be made without setoff,
counterclaim or other deduction.

(b) Whenever any payment (including principal of or interest on any Borrowing
or any Fees or other amounts) hereunder or under any other Loan Document shall
become due, or otherwise would occur, on a day that is not a Business Day, such
payment may be made on the next succeeding Business Day, and such extension of
time shall in such case be included in the computation of interest or Fees, if
applicable.

SECTION 2.19. Taxes. (a) Any and all payments by or on account of any
obligation of each Borrower to or for the account of any Lender or the
Administrative Agent hereunder shall be made, in accordance with Section 2.18,
free and clear of and without deduction for any and all current or future taxes,
levies, imposts, deductions, assessments, duties, fees, withholdings or other
charge of whatever nature now or hereafter imposed, and all liabilities with
respect thereto, including any interest, additions to tax or penalties
applicable thereto, but excluding (i) income taxes imposed on the net
income of the Administrative Agent or any Lender (or any transferee or assignee
thereof, including a participation holder (any such individual or entity, a
“Transferee“)), franchise and gross margin taxes imposed in lieu of tax
on the net income of the Administrative Agent or any Lender (or Transferee), in
each case by the jurisdiction under the laws of which the Administrative Agent
or such Lender (or Transferee) is organized, domiciled, resident or doing
business or any political subdivision thereof and, in the case of any Lender (or
Transferee), by the jurisdiction in which its applicable lending office is
located, and (ii) any branch profits tax imposed by the United States or any
similar tax imposed by any other jurisdiction described in clause (i) above on
any Lender, any Transferee or the Administrative Agent (all such nonexcluded
taxes, levies, imposts, deductions, assessments, duties, fees, withholdings,
other charges and liabilities, interest, additions to tax and penalties,
collectively or individually, “Taxes“). If any Borrower shall be required
to deduct any Taxes from or in respect of any sum payable hereunder to any
Lender (or any Transferee) or the Administrative Agent, (i) the sum payable by
such Borrower or any guarantor thereof shall be increased by the amount (an
“additional amount“) necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section 2.19) such Lender (or Transferee) or the Administrative Agent (as
the case may be) shall receive an amount equal to the sum it would have received
had no such deductions been made, (ii) each Borrower (or any guarantor making
such payments) shall make such deductions and (iii) each Borrower (or any
guarantor making such deductions) shall pay the full amount deducted to the
relevant Governmental Authority in accordance with applicable law;
provided that the Administrative Agent may make such deductions and pay
the full amount deducted to the relevant Governmental Authority in accordance
with applicable law on behalf of any Borrower (or any guarantor making such
payments).

(b) In addition, each Borrower agrees to bear and to pay to the relevant
Governmental Authority in accordance with applicable law any current or future
recording, stamp, documentary, excise, transfer, sales, property or similar
taxes, charges or levies that arise from any payment made hereunder or under any
other Loan Document or from the execution, delivery or registration of,
enforcement of, or otherwise with respect to, this Agreement or any other Loan
Document (“Other Taxes“).

(c) The Borrowers will indemnify each Lender (or Transferee) and the
Administrative Agent, within 10 days after written demand therefor, for the full
amount of Taxes and Other Taxes paid by such Lender (or Transferee) or the
Administrative Agent, as the case may be, on or with respect to any payment by
or on account of any obligation of any Borrower hereunder or under any other
Loan Document (including Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) and any liability and any
penalties, interest and expenses (including reasonable attorney153s fees and
expenses) arising therefrom or with respect thereto, whether or not such Taxes
or Other Taxes were correctly or legally asserted by the relevant Governmental
Authority except if incurred primarily as a result of the gross negligence or
willful misconduct of the recipient. A certificate as to the amount of such
payment or liability prepared by the Administrative Agent, a Lender, or the
Administrative Agent on its behalf, absent manifest error, shall be final,
conclusive and binding for all purposes.

(d) If a Lender (or Transferee) or the Administrative Agent shall become
aware that it is entitled to claim a refund from a Governmental Authority in
respect of Taxes or Other Taxes as to which it has been indemnified by a
Borrower, or with respect to which any Borrower has paid additional amounts,
pursuant to this Section 2.19, it shall promptly notify the Company of the
availability of such refund claim and shall, within 30 days after receipt of a
request by the Company, make a claim to such Governmental Authority for such
refund at the Company153s expense. If a Lender (or Transferee) or the
Administrative Agent receives a refund (including pursuant to a claim for refund
made pursuant to the preceding sentence) in respect of any Taxes or Other Taxes
as to which it has been indemnified by a Borrower or with respect to which any
Borrower has paid additional amounts, in either case, pursuant to this Section
2.19, it shall within 30 days from the date of such receipt pay over such refund
to the Company on behalf of the relevant Borrower (but only to the extent of
indemnity payments made, or additional amounts paid, by such Borrower under this
Section 2.19 with respect to the Taxes or Other Taxes giving rise to such
refund), net of withholding taxes applicable to such payment and all
out-of-pocket expenses of such Lender (or Transferee) or the Administrative
Agent and without interest (other than interest paid by the relevant
Governmental Authority with respect to such refund); provided,
however, that the Company, upon the request of such Lender (or
Transferee) or the Administrative Agent, agrees to (or to cause the responsible
Borrower to) repay the amount paid over to the Company (plus penalties, interest
or other charges imposed by the relevant Governmental Authority) to such Lender
(or Transferee) or the Administrative Agent in the event such Lender (or
Transferee) or the Administrative Agent is required to repay such refund (or
portion thereof) to such Governmental Authority.

(e) As soon as practicable after the date of any payment of Taxes or Other
Taxes by any Borrower to the relevant Governmental Authority, the Company will
deliver to the Administrative Agent, at its address referred to in Section
10.01, the original or a certified copy of a receipt issued by such Governmental
Authority evidencing payment of the full amount thereof.

(f) Without prejudice to the survival of any other agreement contained
herein, the agreements and obligations contained in this Section 2.19 shall
survive the payment in full of the principal of and interest on all Loans made
hereunder.

(g) Each Lender (or Transferee) or other person entitled to the benefit of
this Section 2.19 that is organized under the laws of a jurisdiction other than
the United States, any State thereof or the District of Columbia (a
“Non-U.S. Lender“) shall deliver to the Company and the Administrative
Agent two copies of either United States Internal Revenue Service Form W-8BEN or
Form W-8ECI (or successor form), or, in the case of a Non-U.S. Lender claiming
exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of
the Code with respect to payments of “portfolio interest”, a Form W-8BEN, or any
subsequent versions thereof or successors thereto (and, if such Non-U.S. Lender
delivers a Form W-8BEN, a certificate representing that such Non-U.S. Lender is
not a bank for purposes of Section 881(c) of the Code, is not a 10-percent
shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the
Company and is not a controlled foreign corporation related to the Company
(within the meaning of Section 864(d)(4) of the Code)), properly completed and
duly executed by such Non-U.S. Lender claiming complete exemption from, or
reduced rate of, U.S. Federal withholding tax on payments under this Agreement
and the other Loan Documents by any Borrower that is a United States person
within the meaning of Section 7701(a)(30) of the Code (a “U.S.
Borrower“). Such forms shall be delivered by each Non-U.S. Lender on or
before the date it becomes a party to this Agreement (or, in the case of a
Transferee that is a participation holder, on or before the date such
participation holder becomes a Transferee hereunder) and on or before the date,
if any, such Non-U.S. Lender changes its applicable lending office by
designating a different lending office (a “New Lending Office“). In
addition, each Non-U.S. Lender shall deliver such forms promptly upon the
obsolescence or invalidity of any form previously delivered by such Non-U.S.
Lender. Notwithstanding any other provision of this Section 2.19(g), a Non-U.S.
Lender shall not be required to deliver any form pursuant to this Section
2.19(g) that such Non-U.S. Lender is not legally able to deliver.

(h) No U.S. Borrower shall be required to indemnify any Non-U.S. Lender, or
to pay any additional amounts to any Non-U.S. Lender, in respect of United
States Federal withholding tax pursuant to paragraph (a) or (c) above to the
extent that (i) the obligation to withhold amounts with respect to United States
Federal withholding tax existed on the date such Non-U.S. Lender became a party
to this Agreement (or, in the case of a Transferee that is a participation
holder, on the date such participation holder became a Transferee hereunder) or,
with respect to payments to a New Lending Office, the date such Non-U.S. Lender
designated such New Lending Office with respect to a Loan; provided,
however, that this clause (i) shall not apply to any Transferee or New
Lending Office that becomes a Transferee or New Lending Office as a result of an
assignment, participation, transfer or designation made at the request of the
Company; and provided further, however, that this clause (i) shall
not apply to the extent the indemnity payment or additional amounts any
Transferee, or Lender (or Transferee) through a New Lending Office, would be
entitled to receive (without regard to this clause (i)) do not exceed the
indemnity payment or additional amounts that the person making the assignment,
participation or transfer to such Transferee, or Lender (or Transferee) making
the designation of such New Lending Office, would have been entitled to receive
in the absence of such assignment, participation, transfer or designation or
(ii) the obligation to pay such additional amounts would not have arisen but for
a failure by such Non-U.S. Lender to comply with the provisions of paragraph (g)
above, except as a result of a change in applicable law after the date such
Lender became a party to this Agreement, or in the case of a participant, after
the date such participant purchased the related participation interest.

(i) Any Lender (or Transferee) claiming any indemnity payment or additional
amounts payable pursuant to this Section 2.19 shall use reasonable efforts
(consistent with legal and regulatory restrictions) to file any certificate or
document reasonably requested in writing by the Company or to change the
jurisdiction of its applicable lending office if the making of such a filing or
change would avoid the need for or reduce the amount of any such indemnity
payment or additional amounts that may thereafter accrue and would not, in the
sole determination of such Lender (or Transferee), be otherwise disadvantageous
to such Lender (or Transferee).

(j) Nothing contained in this Section 2.19 shall require any Lender (or
Transferee) or the Administrative Agent to make available any of its tax returns
(or any other information that it deems to be confidential or proprietary).

(k) Each Lender (or Transferee) and other person entitled to the benefits of
this Section 2.19 that is neither a Non-U.S. Lender nor an “exempt recipient,”
within the meaning of Treasury Regulations section 1.6049-4(c),

shall provide the Company and the Administrative Agent two properly completed
and executed original copies of Internal Revenue Service Form W-9 (or any
successor form). Such form shall be delivered on or before the date such Lender
or other person becomes a party to this Agreement (or, in the case of a
Transferee that is a participation holder, on or before the date such
participation holder becomes a Transferee hereunder).

SECTION 2.20. Assignment of Commitments Under Certain Circumstances.
(a) Any Lender (or Transferee) claiming any additional amounts payable pursuant
to Section 2.13, Section 2.19 or Section 2.22 shall use reasonable efforts
(consistent with legal and regulatory restrictions) to file any certificate or
document requested by the Company or to change the jurisdiction of its
applicable lending office if the making of such a filing or change would avoid
the need for or reduce the amount of any such additional amounts which may
thereafter accrue and would not, in the judgment of such Lender, be otherwise
disadvantageous to such Lender (or Transferee).

(b) In the event that any Lender shall have delivered a notice or certificate
pursuant to Section 2.13 or 2.14, or the Borrowers shall be required to make
additional payments to any Lender under Section 2.19 or Section 2.22, the
Company shall have the right, at its own expense, upon notice to such Lender and
the Administrative Agent, to require such Lender to transfer and assign without
recourse (in accordance with and subject to the restrictions contained in
Section 10.04) all its interests, rights and obligations under this Agreement to
another financial institution acceptable to the Administrative Agent which shall
assume such obligations; provided that (i) no such assignment shall
conflict with any law, rule or regulation or order of any Governmental
Authority, (ii) no Event of Default shall have occurred and be continuing and
(iii) the Company or the assignee, as the case may be, shall pay to the affected
Lender in immediately available funds on the date of such assignment the
principal of and interest accrued to the date of payment on the Loans made by it
hereunder and all other amounts accrued for its account or owed to it hereunder.

SECTION 2.21. Borrowings by Approved Borrowers. The Company may, at
any time or from time to time, designate one or more wholly owned Subsidiaries
as Borrowers hereunder by furnishing to the Administrative Agent a letter (a
“Designation Letter“) substantially in the form of Exhibit F-l
hereto, duly completed and executed by the Company and such Subsidiary,
whereupon each Subsidiary so designated shall become an Approved Borrower. As
soon as practicable upon receipt of any such Designation Letter, the
Administrative Agent shall send a copy thereof to each Lender. There may be no
more than ten Approved Borrowers at any one time. So long as all principal and
interest on all Loans of any Approved Borrower have been paid in full, the
Company may terminate an Approved

Borrower153s status as an Approved Borrower by furnishing to the Administrative
Agent a letter (a “Termination Letter“), substantially in the form of
Exhibit F-2 hereto, duly completed and executed by the Company and such
Approved Borrower. Any Termination Letter furnished in accordance with this
Section 2.21 shall be effective upon receipt by the Administrative Agent.
Notwithstanding the foregoing, the delivery of a Termination Letter with respect
to any Approved Borrower shall not affect any obligation of such Approved
Borrower theretofore incurred. Each Subsidiary set forth in Schedule 2.21
hereto shall be deemed an Approved Borrower until delivery of a Termination
Letter with respect to such Subsidiary. Notwithstanding any other provision
herein, no Lender shall be required to make any Loan to an Approved Borrower if
any applicable law or regulation shall make it unlawful for any such Lender to
make or maintain any such Loan.

SECTION 2.22. Additional Costs. (a) If and so long as any Lender is
required to make special deposits with the Bank of England, to maintain reserve
asset ratios or to pay fees, in each case in respect of such Lender153s
Eurocurrency Loans in any Alternative Currency, such Lender may require the
relevant Borrower to pay, contemporaneously with each payment of interest on
each of such Loans, additional interest on such Loan at a rate per annum equal
to the Mandatory Costs Rate calculated in accordance with the formula and in the
manner set forth in Exhibit D hereto.

(b) If and so long as any Lender is required to comply with reserve assets,
liquidity, cash margin or other requirements of any monetary or other authority
(including any such requirement imposed by the European Central Bank or the
European System of Central Banks, but excluding requirements reflected in the
Statutory Reserve Rate or the Mandatory Costs Rate) in respect of any of such
Lender153s Eurocurrency Loans in any Alternative Currency, such Lender may require
the relevant Borrower to pay, contemporaneously with each payment of interest on
each of such Lender153s Eurocurrency Loans subject to such requirements,
additional interest on such Loan at a rate per annum specified by such Lender to
be the cost to such Lender of complying with such requirements in relation to
such Loan.

(c) Any additional interest owed pursuant to paragraph (a) or (b) above shall
be determined by the relevant Lender, which determination shall be conclusive
absent manifest error, and notified to the relevant Borrower (with a copy to the
Administrative Agent) at least five Business Days before each date on which
interest is payable for the relevant Loan, and such additional interest so
notified to the relevant Borrower by such Lender shall be payable to the
Administrative Agent for the account of such Lender on each date on which
interest is payable for such Loan.

(d) If the cost to any Lender of making or maintaining any Loan to any
Borrower is increased (or the amount of any sum received or receivable by any
Lender (or its applicable lending office) is reduced) by an amount deemed in
good faith by such Lender to be material, by reason of the fact that such
Borrower is incorporated in, or conducts business in, a jurisdiction outside the
United States of America, such Borrower shall indemnify such Lender for such
increased cost or reduction within 15 days after demand by such Lender (with a
copy to the Administrative Agent). A certificate of such Lender claiming
compensation under this paragraph and setting forth the additional amount or
amounts to be paid to it hereunder (and the basis for the calculation of such
amount or amounts) shall be conclusive in the absence of manifest error.

SECTION 2.23. Increase in the Aggregate Commitments. (a) The Company
may, at any time prior to the Termination Date (including on the Effective
Date), by notice to the Administrative Agent, request that the aggregate amount
of the Commitments be increased by a minimum amount of $5,000,000 or an integral
multiple of $1,000,000 in excess thereof (each a “Requested Commitment
Increase“), in each case to be effective as of a date that is no later than
90 days prior to the Termination Date (any date on which the aggregate
Commitments are increased pursuant to this Section 2.23, an “Increase
Date“) as specified in the related notice to the Administrative Agent;
provided, however, (i) that on and immediately following the
Increase Date (A) in no event shall the aggregate amount of the Commitments at
any time exceed $700,000,000, and (B) the representations and warranties set
forth in Article III hereof shall be true and correct in all material respects
on and as of the date of the Increase Date with the same effect as though made
on and as of such date, except to the extent such representations and warranties
expressly relate to an earlier date, and (ii) at the time of and immediately
after giving effect to such Commitment Increase, no Event of Default or Default
shall have occurred and be continuing. Commitments may be increased pursuant to
this Section 2.23 no more than once.

(b) The Administrative Agent shall promptly notify the Lenders of a request
by the Company for a Requested Commitment Increase, which notice shall include
(i) the proposed amount of the Requested Commitment Increase, (ii) the proposed
Increase Date and (iii) the date which shall be no later than 30 days after the
receipt by the Administrative Agent of notice from the Company pursuant to
Section 2.23(a) by which Lenders wishing to participate in the Requested
Commitment Increase must commit to an increase in the amount of their respective
Commitments (such date, the “Commitment Date“). Each Lender that is
willing to participate in such Requested Commitment Increase (each an
“Increasing Lender“) shall, in its sole discretion, give written notice
to the Administrative Agent on or prior to the Commitment Date of the amount by
which it is willing to increase its

Commitment (as to each Increasing Lender, its “Proposed Increase
Amount“). If the aggregate Proposed Increase Amounts of all Increasing
Lenders exceeds the Requested Commitment Increase, then allocations among the
Increasing Lenders will be based on the ratio of each Increasing Lender153s
Proposed Increase Amount to the aggregate of all Proposed Increase Amounts.

(c) Promptly following the Commitment Date, the Administrative Agent shall
notify the Company as to the amount of the aggregate Proposed Increase Amounts.
If the amount of the aggregate Proposed Increase Amounts is less than the
Requested Commitment Increase, then the Company may extend offers to third party
financial institutions to participate in any portion of the Requested Commitment
Increase that has not been committed to by the Lenders as of the applicable
Commitment Date; provided, however, that the Commitment of each
such third party financial institution shall be in an amount equal to or greater
than $10,000,000.

(d) On each Increase Date, (x) each third party financial institution that
accepts an offer to participate in a Requested Commitment Increase in accordance
with Section 2.23 (a “New Lender“) shall become a Lender party to this
Agreement as of such Increase Date, and (y) the Commitment of each Increasing
Lender for such Requested Commitment Increase shall be increased by the
Increasing Lender153s Proposed Increase Amount (or if less, the amount allocated
to such Lender pursuant to the last sentence of Section 2.23 as of such Increase
Date); provided, however, that the Administrative Agent shall have
received on or before such Increase Date the following, each dated such date:

(i) a Lender Joinder Agreement substantially in the form of Exhibit G
hereto from each New Lender if any, duly executed by such financial institution,
the Administrative Agent and the Company;

(ii) confirmation from each Increasing Lender of the increase in the amount
of its Commitment in a writing reasonably satisfactory to the Company and the
Administrative Agent; and

(iii) a certificate of the Company, dated the Increase Date and signed by a
Financial Officer of the Company, confirming compliance with the conditions
precedent set forth in Section 2.23(a)(i)(B) and (a)(ii) above.

On each Increase Date, upon fulfillment of the conditions set forth in the
immediately preceding sentence of this Section 2.23, the Administrative Agent
shall notify the Lenders (including, without limitation, each New Lender) and
the Company, at or before 1:00 P.M. (New York City time), by facsimile, of the
occurrence of the Increase Date, the aggregate amount of the Commitment increase
on such date and the aggregate amount of the

Commitments after giving effect to such increase, to be effected on such
Increase Date and shall record in the Register the relevant information with
respect to each Increasing Lender and each New Lender (if any) on such date.
Commitments increased pursuant to this Section 2.23 shall be deemed a
“Commitment”. On each Increase Date, Schedule 2.01 hereto shall be
automatically deemed to be revised to reflect any increases in the Commitments
of the Lenders and any Commitments of New Lenders. The Administrative Agent
shall distribute a copy of the revised Schedule 2.01 hereto to the
Company and each Lender (including each New Lender) not later than the fifth
Business Day following the applicable Increase Date.

SECTION 2.24. Revolving Notes. Any Lender may request that Loans made
by it (or its Commitment) be evidenced by one or more Revolving Notes. In such
event, the Borrowers shall prepare, execute and deliver to such Lender a
Revolving Note or Revolving Notes (but in any event in an aggregate face amount
not to exceed the Commitment of such Lender) payable to the order of such Lender
or, if requested by such Lender, to such Lender and its registered assigns.

ARTICLE III

Representations and Warranties

Part A. Representations and Warranties of the Company. The Company
represents and warrants to each of the Lenders that:

SECTION 3.01. Corporate Existence. Each of the Company and its
Subsidiaries: (a) is a corporation, partnership or other entity duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
organization; (b) has all requisite corporate or other power, and has all
material governmental licenses, authorizations, consents and approvals necessary
to own its assets and carry on its business as now being or as proposed to be
conducted; and (c) is qualified to do business and is in good standing in all
jurisdictions in which the nature of the business conducted by it makes such
qualification necessary and where failure so to qualify could (either
individually or in the aggregate) have a Material Adverse Effect.

SECTION 3.02. Financial Condition. Harsco Corporation has heretofore
furnished to each of the Lenders a consolidated balance sheet of Harsco
Corporation and its Subsidiaries as at December 31, 2008, and the related
consolidated statements of income, cash flows and changes in shareholders153
equity of Harsco Corporation and its Subsidiaries for the fiscal year ended on
such date, with the opinion thereon of PricewaterhouseCoopers LLP, and the
unaudited consolidated balance sheet of Harsco Corporation and its Subsidiaries
as at September 30, 2009, and the related consolidated statements of income and
cash flows of Harsco Corporation and its Subsidiaries

for the nine-month period ended on such date. All such financial statements
present fairly, in all material respects, the consolidated financial condition
of Harsco Corporation and its Subsidiaries as at such dates and the consolidated
results of their operations for the fiscal year and nine-month period ended on
such dates (subject, in the case of the financial statements as at September 30,
2009, to normal year-end audit adjustments), all in accordance with generally
accepted accounting principles and practices applied on a consistent basis. None
of Harsco Corporation nor any of its Subsidiaries has on the date hereof any
material contingent liabilities, liabilities for taxes, unusual forward or
long-term commitments or unrealized or anticipated losses from any unfavorable
commitments, except as referred to or reflected or provided for in the balance
sheets as at such dates or the notes thereto. Since December 31, 2008, there has
been no Material Adverse Change.

SECTION 3.03. Litigation. Except as disclosed in note 10 of the
audited annual consolidated financial statements of Harsco Corporation included
in Harsco Corporation153s Form 10-K for the fiscal year ended December 31, 2008,
and in the notes to the unaudited quarterly consolidated financial statements of
Harsco Corporation included in Harsco Corporation153s Form 10-Q for the fiscal
quarter ended September 30, 2009, filed with the Securities and Exchange
Commission, there are no legal or arbitral proceedings, or any proceedings by or
before any Governmental Authority, now pending or (to the knowledge of the
Company) threatened against the Company or any of its Subsidiaries that is
materially likely to be adversely determined and which, if adversely determined
could (either individually or in the aggregate) have a Material Adverse Effect.

SECTION 3.04. No Breach. None of the execution and delivery of this
Agreement, the consummation of the transactions herein contemplated or
compliance with the terms and provisions hereof will conflict with or result in
a breach of, or require any consent under, the charter or by-laws of the
Company, or any applicable law or regulation, or any order, writ, injunction or
decree of any court or Governmental Authority, or any material agreement or
instrument to which the Company or any of its Subsidiaries is a party or by
which any of them or any of their assets or properties is bound or to which any
of them is subject, or constitute a default under any such agreement or
instrument.

SECTION 3.05. Action. The Company has all necessary corporate power,
authority and legal right to execute, deliver and perform its obligations under
this Agreement; the execution, delivery and performance by the Company of this
Agreement has been duly authorized by all necessary corporate action on its part
(including, without limitation, any required shareholder approvals); and this
Agreement has been duly and validly executed and delivered by the Company and
constitutes its legal, valid and

binding obligation, enforceable against the Company in accordance with its
terms, except as such enforceability may be limited by (a) bankruptcy,
insolvency, reorganization, moratorium or similar laws of general applicability
affecting the enforcement of creditors153 rights and (b) the application of
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).

SECTION 3.06. Approvals. No authorizations, approvals or consents of,
and no filings or registrations with, any Governmental Authority, or any
securities exchange, are necessary for the execution, delivery or performance by
the Company of this Agreement or for the legality, validity or enforceability
hereof.

SECTION 3.07. Use of Credit. None of the Company nor any of its
Subsidiaries is engaged principally, or as one of its important activities, in
the business of extending credit for the purpose, whether immediate, incidental
or ultimate, of buying or carrying Margin Stock, and no part of the proceeds of
the Loans hereunder will be used to buy or carry any Margin Stock.

SECTION 3.08. ERISA. Each Plan, and, to the knowledge of the Company,
each Multiemployer Plan, is in compliance in all material respects with, and has
been administered in all material respects in compliance with, the applicable
provisions of ERISA, the Code and any other Federal or state law, and, except as
previously notified in writing in a notice to the Administrative Agent (which
shall promptly deliver a copy to each of the Lenders), no event or condition has
occurred and is continuing as to which the Company would be under an obligation
to furnish a report to the Lenders under Section 5.06 hereof.

SECTION 3.09. Taxes. As of the date hereof, Harsco Corporation and its
Domestic Subsidiaries are members of an affiliated group of corporations filing
a consolidated return for Federal income tax purposes, of which the Company is
the “common parent” (within the meaning of Section 1504 of the Code) of such
group. To the knowledge of the Company, the Company and its Subsidiaries have
filed all Federal income tax returns and all other material tax returns that are
required to be filed by them and have paid, accrued or reserved all taxes due
pursuant to such returns or pursuant to any assessment received by the Company
or any of its Subsidiaries in accordance with U.S. generally accepted accounting
principles. The charges, accruals and reserves on the books of the Company and
its Subsidiaries in respect of taxes and other governmental charges are, in the
opinion of the Company, adequate. The Company has in the ordinary course of
business given extensions or waivers of the statutes of limitations relating to
payment of U.S. Federal taxes and relating to various state, local and foreign
taxes or impositions, none of which might reasonably be expected to result in a
Material Adverse Effect.

SECTION 3.10. Investment Company Act. Neither the Company nor any of
its Subsidiaries is an “investment company”, or a company “controlled” by an
“investment company”, within the meaning of the Investment Company Act of 1940,
as amended.

SECTION 3.11. Material Agreements and Liens. (a) Part A of
Schedule 3.11 hereto is a complete and correct list, as of the date
hereof, of each credit agreement, loan agreement, indenture, guarantee, letter
of credit or other arrangement providing for or otherwise relating to any
Indebtedness or any extension of credit (or commitment for any extension of
credit) to, or guaranteed by, the Company or any of its Subsidiaries, the
aggregate principal or face amount of which equals or exceeds (or may equal or
exceed) $5,000,000, and the aggregate principal or face amount outstanding or
that may become outstanding under each such arrangement is correctly described
in Part A of such Schedule 3.11 hereto.

(b) Part B of Schedule 3.11 hereto is a complete and correct list, as
of the date hereof, of each Lien securing Indebtedness of any person, the
aggregate principal or face amount of which equals or exceeds (or may equal or
exceed) $5,000,000 and covering any property of the Company or any of its
Subsidiaries, and the aggregate Indebtedness secured (or that may be secured) by
each such Lien and the property covered by each such Lien is correctly described
in Part B of such Schedule 3.11 hereto.

SECTION 3.12. Environmental Matters. (a) Except as disclosed in the
notes to the unaudited quarterly consolidated financial statements of Harsco
Corporation included in Harsco Corporation153s Form 10-Q for the fiscal quarter
ended September 30, 2009, filed with the Securities and Exchange Commission and
except with respect to any other matters that, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect, neither
the Company nor any of its Subsidiaries (i) has failed to comply with any
Environmental Law or to obtain, maintain or comply with any permit, license or
other approval required under any Environmental Law, (ii) has become subject to
any Environmental Liability, (iii) has received notice of any claim with respect
to any Environmental Liability or (iv) knows of any basis for any Environmental
Liability.

(b) Except as disclosed in writing to the Administrative Agent (which shall
promptly deliver a copy to each of the Lenders), there has been no change in the
status of any matters relating to compliance with Environmental Laws that are
disclosed in the notes to the unaudited quarterly consolidated financial
statements of Harsco Corporation included in Harsco Corporation153s Form 10-Q for
the fiscal quarter ended September 30, 2009,

filed with the Securities and Exchange Commission that, individually or in
the aggregate, has resulted in, or materially increased the likelihood of, a
Material Adverse Effect.

SECTION 3.13. Subsidiaries, etc. Set forth in Schedule 3.13
hereto is a complete and correct list, as of the date hereof, of all of the
Subsidiaries of the Company, together with, for each such Subsidiary, (i) the
jurisdiction of organization of such Subsidiary, (ii) each person holding
ownership interests in such Subsidiary and (iii) the nature of the ownership
interests held by each such person and the percentage of ownership of such
Subsidiary represented by such ownership interests.

SECTION 3.14. True and Complete Disclosure. The information, reports,
financial statements, exhibits and schedules furnished in writing by or on
behalf of the Company to the Administrative Agent or any Lender in connection
with the negotiation, preparation or delivery of this Agreement or included
herein or delivered pursuant hereto, when taken as a whole, do not contain any
untrue statement of material fact or omit to state any material fact necessary
to make the statements herein or therein, in light of the circumstances under
which they were made, not misleading. All written information furnished after
the date hereof by the Company and its Subsidiaries to the Administrative Agent
and the Lenders in connection with this Agreement and the transactions
contemplated hereby will be true, complete and accurate in every material
respect, or (in the case of projections) based on reasonable estimates, on the
date as of which such information is stated or certified. There is no fact known
to the Company that could reasonably be expected to have a Material Adverse
Effect that has not been disclosed herein or in a report, financial statement,
exhibit, schedule, disclosure letter or other writing furnished to the Lenders
(or to the Administrative Agent for distribution to the Lenders) for use in
connection with the transactions contemplated hereby.

Part B. Representations and Warranties of the Approved Borrowers. Each
Approved Borrower represents and warrants to each of the Lenders as set forth in
Sections 3.15, 3.16, 3.17, 3.18 and 3.19 that:

SECTION 3.15. Corporate Existence of Approved Borrower. It and each of
its Subsidiaries: (a) is a corporation, partnership or other entity duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization; (b) has all requisite corporate or other
power, and has all material governmental licenses, authorizations, consents and
approvals necessary to own its assets and carry on its business as now being or
as proposed to be conducted; and (c) is qualified to do business and is in good
standing in all jurisdictions in which the nature of the business conducted by
it makes such qualification necessary and where failure so to qualify would have
a Material Adverse Effect.

SECTION 3.16. No Breach. None of the execution and delivery of its
Designation Letter and this Agreement, the consummation of the transactions
therein and herein contemplated and compliance with the terms and provisions
thereof and hereof will conflict with or result in a breach of, or require any
consent under, the charter or by -laws or other organizational documents of such
Approved Borrower, or any applicable law or regulation, or any order, writ,
injunction or decree of any court or Governmental Authority or agency, or any
material agreement or instrument to which such Approved Borrower or any of its
Subsidiaries is a party or by which any of them or their assets or properties is
bound or to which any of them is subject, or constitute a default under any such
agreement or instrument.

SECTION 3.17. Action. Such Approved Borrower has all necessary
corporate or other power and authority to execute, deliver and perform its
obligations under its Designation Letter and this Agreement, and to perform its
obligations hereunder and thereunder; the execution and delivery by such
Approved Borrower of its Designation Letter and the performance by such Approved
Borrower hereof and thereof have been duly authorized by all necessary corporate
or other action on its part (including, without limitation, any required
shareholder approvals); and its Designation Letter, when executed and delivered
by such Approved Borrower, will constitute the legal, valid and binding
obligation of such Approved Borrower, enforceable against such Approved Borrower
in accordance with its terms, except as such enforceability may be limited by
(a) bankruptcy, insolvency, reorganization, moratorium or similar laws of
general applicability affecting the enforcement of creditors153 rights and (b) the
application of general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).

SECTION 3.18. Approvals. No authorizations, approvals or consents of,
and no filings or registrations with, any Governmental Authority are necessary
for the execution, delivery or performance by such Approved Borrower of its
Designation Letter or this Agreement or for the validity or enforceability
thereof.

SECTION 3.19. Taxes on Payments of Approved Borrowers. Except as
disclosed to the Lenders in writing prior to the delivery of such Approved
Borrower153s Designation Letter, there is no income, stamp or other tax of any
country, or of any taxing authority thereof or therein, imposed by or in the
nature of withholding or otherwise, which is imposed on any payment to be made
by such Approved Borrower pursuant hereto, or is imposed on or by virtue of the
execution, delivery or enforcement of its Designation Letter or this Agreement.

ARTICLE IV

Conditions of Effectiveness and Lending

SECTION 4.01. Effective Date. The obligations of the Lenders under
this Agreement shall not become effective until the date on which each of the
following conditions shall have been satisfied (or waived in accordance with
Section 10.08):

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

(b) The Administrative Agent shall have received written opinions (each dated
as of the Effective Date and addressed to the Administrative Agent and the
Lenders) of (i) the general counsel of the Company, substantially in the form of
Exhibit E-l hereto and (ii) Jones Day, counsel for the Company,
substantially in the form of Exhibit E-2 hereto. The Company hereby
requests such counsel to deliver such opinions.

(c) The Administrative Agent shall have received (i) a copy of the
certificate or articles of incorporation (or such other analogous documents),
including all amendments thereto, of the Company, certified as of a recent date
by the Secretary of State of Delaware, and a certificate as to the good standing
of the Company as of a recent date, from the Secretary of State of Delaware;
(ii) a certificate of the Secretary or Assistant Secretary of the Company dated
the Effective Date certifying (A) that attached thereto is a true and complete
copy of the by-laws of the Company as in effect on the Effective Date and at all
times since a date prior to the date of the resolutions of the Company described
in item (B) below, (B) that attached thereto is a true and complete copy of
resolutions adopted by the Board of Directors of the Company authorizing the
execution, delivery and performance of this Agreement and the borrowings
hereunder by the Company, and that such resolutions have not been modified,
rescinded or amended and are in full force and effect, (C) that the certificate
or articles of incorporation of the Company have not been amended since the date
of the last amendment thereto shown on the certificate of good standing
furnished pursuant to clause (i) above, and (D) as to the incumbency and
specimen signature of each officer of the Company executing this Agreement or
any other document delivered in connection herewith; (iii) a certificate of
another officer of the Company as to the incumbency and signature of the
Secretary or such Assistant Secretary of the Company executing the certificate
pursuant to (ii) above; and (iv) such other documents as the Lenders or counsel
for the Administrative Agent may reasonably request.

(d) The representations and warranties set forth in Article III hereof are
true and correct on and as of the Effective Date.

(e) No Event of Default or Default shall have occurred and be continuing on
the Effective Date.

(f) The Administrative Agent shall have received a certificate of the
Company, dated the Effective Date and signed by a Financial Officer of the
Company, confirming compliance with the conditions precedent set forth in
paragraphs (b) and (c) of Section 4.03.

(g) The Administrative Agent shall have received reasonably satisfactory
written evidence of (i) the prior or contemporaneous termination of all
commitments of the lenders under (A) the Existing Credit Agreement and (B) the
364-Day Credit Agreement dated as of November 4, 2008 among the Company, the
lenders named therein and Citibank, N.A., as administrative agent and (ii) the
payment in full of all Indebtedness outstanding under both such credit
facilities.

(h) The Administrative Agent shall have received all fees and other amounts
due and payable to the Administrative Agent or the Lenders on or prior to such
date.

The Administrative Agent shall notify the Company and the Lenders of the
Effective Date, and such notice shall be conclusive and binding. Notwithstanding
the foregoing and any other provision herein to the contrary, the obligations of
the Lenders to make Loans to any Borrower hereunder shall not become effective
unless each of the foregoing conditions is satisfied (or waived pursuant to
Section 10.08) at or prior to 2:00 p.m., New York City time, on December 20,
2009 (and, in the event such conditions are not so satisfied or waived, the
Commitments shall terminate at such time).

SECTION 4.02. First Borrowing by Each Approved Borrower. On the date
of any Approved Borrower153s initial Borrowing hereunder, the obligations of the
Lenders to make Loans to such Approved Borrower are subject to the satisfaction
(or waiver in accordance with Section 10.08) of each of the conditions set forth
in Section 4.01 and the following further conditions:

(a) The Administrative Agent shall have received a favorable written opinion
of the general counsel of such Approved Borrower dated as of a recent date and
addressed to the Lenders, to the effect set forth in Exhibit E-l hereto,
subject to necessary changes to reflect local law.

(b) The Administrative Agent shall have received (i) a copy of the
certificate or articles of incorporation (or such other analogous documents),
including all amendments thereto, of such Approved Borrower, certified as of a
recent date by the Secretary of State (or other appropriate Governmental
Authority) of the state (or country) of its organization or such other evidence
as is reasonably satisfactory to the Administrative Agent, and a certificate as
to the good standing (or other analogous certification to the extent available)
of such Approved Borrower as of a recent date, from such Secretary of State (or
other appropriate Governmental Authority) or such other evidence reasonably
acceptable to the Administrative Agent; (ii) a certificate of the Secretary or
Assistant Secretary of such Approved Borrower dated the date on which such Loans
are to be made and certifying (A) that attached thereto is a true and complete
copy of the by-laws (or such other analogous documents to the extent available)
of such Approved Borrower as in effect on the date of such certificate and at
all times since a date prior to the date of the resolution of such Approved
Borrower described in item (B) below, (B) that attached thereto is a true and
complete copy of resolutions adopted by the Board of Directors of such Approved
Borrower authorizing the execution, delivery and performance of the Designation
Letter delivered by such Approved Borrower and the borrowings hereunder by such
Approved Borrower, and that such resolutions have not been modified, rescinded
or amended and are in full force and effect, (C) that the certificate or
articles of incorporation (or other analogous documents) of such Approved
Borrower have not been amended since the date of the last amendment thereto
shown on the certificate of good standing (or other analogous certification or
such other evidence reasonably acceptable to the Administrative Agent) furnished
pursuant to clause (i) above, and (D) as to the incumbency and specimen
signature of each officer of such Approved Borrower executing the Designation
Letter delivered by such Approved Borrower or any other document delivered in
connection herewith or therewith; (iii) a certificate of another officer of such
Approved Borrower as to the incumbency and signature of the Secretary or such
Assistant Secretary of such Approved Borrower executing the certificate pursuant
to (ii) above; and (iv) such other documents as the Lenders or counsel for the
Administrative Agent, may reasonably request.

(c) The Administrative Agent shall have received (with sufficient copies for
each Lender) a Designation Letter, duly executed by such Approved Borrower and
the Company and acknowledged by the Administrative Agent.

(d) The Administrative Agent shall have received certificates of each of the
Company and the applicable Approved Borrower, dated such date and signed, in the
case of the Company, by a Financial Officer of the Company, and in the case of
any Borrower other than the Company, a Responsible Officer of such Borrower,
confirming compliance with the conditions precedent set forth in paragraphs (b)
and (c) of Section 4.03.

(e) To the extent required, the Company and/or such Approved Borrower shall
have executed and delivered one or more Revolving Notes to each Lender that has
requested delivery of the same pursuant to Section 2.24.

(f) The Administrative Agent shall have received such other documents or
information as the Administrative Agent may reasonably require, including any
documents or information requested by any Lender through the Administrative
Agent (such as documents or information in connection with any Lender153s “know
your customer” requirements), so long as the Administrative Agent shall have
requested such documents or information a reasonably period of time prior to
such date.

Upon the satisfaction of the conditions precedent set forth in this Section
4.02, such Approved Borrower shall become a Borrower hereunder with the same
force and effect as if originally named as a Borrower hereunder. The rights and
obligations of each Borrower hereunder shall remain in full force and effect
notwithstanding the addition of any new Borrower as a party to this Agreement.

SECTION 4.03. All Borrowings. On the date of each Borrowing (it being
understood that a continuation, conversion or other change in interest rate
pursuant to Section 2.05 shall not be subject to this Section 4.03), the
obligations of the Lenders to make the Loans comprising such Borrowing are
subject to the satisfaction of the following conditions:

(a) The Administrative Agent shall have received a notice of such Borrowing
as required by Section 2.03 or Section 2.04, as applicable.

(b) The representations and warranties set forth in Article III hereof shall
be true and correct in all material respects on and as of the date of such
Borrowing with the same effect as though made on and as of such date, except to
the extent such representations and warranties expressly relate to an earlier
date; provided, however, that no representation as to either (i)
the absence of any Material Adverse Change in the financial condition of the
Company, as provided in the last sentence of Section 3.02, or (ii) the absence
of any pending or threatened legal or arbitral proceedings, or any proceedings
by or before any Governmental Authority, that could have a Material Adverse
Effect on the Company, as provided in Section 3.03, shall be required as a
condition to any Borrowing following the Effective Date.

(c) Each Borrower shall be in compliance with all the terms and provisions
set forth herein and in each other Loan Document on its part to be observed or
performed, and at the time of and immediately after giving effect to such
Borrowing no Event of Default or Default shall have occurred and be continuing.

Each Borrowing shall be deemed to constitute a representation and warranty by
the Borrowers on the date of such Borrowing as to the matters specified in
paragraphs (b) and (c) of this Section 4.03.

ARTICLE V

Affirmative Covenants

The Company covenants and agrees with each Lender and the Administrative
Agent that, so long as this Agreement shall remain in effect or the principal of
or interest on any Loan, any Fees or any other expenses or amounts payable under
any Loan Document shall be unpaid, unless the Required Lenders shall otherwise
consent in writing, the Company will, and will cause each of its Subsidiaries
to:

SECTION 5.01. Existence; Businesses and Properties. (a) Preserve and
maintain its corporate existence, rights (charter and statute) and material
franchises, except as otherwise permitted by Section 6.03 and except pursuant to
a Permitted Reorganization; provided, however, that the Company
shall not be required to preserve any such right or franchise if (i) the Company
shall determine that the preservation thereof is no longer desirable in the
conduct of the business of the Company and (ii) the loss of any such right or
franchise is not disadvantageous in any material respect to the Lenders.

(b) Comply in all material respects with all applicable laws, rules,
regulations and orders (including, without limitation, laws requiring payment of
all taxes, assessments and governmental charges imposed upon it or upon its
property except to the extent contested in good faith by appropriate
proceedings) and all Environmental Laws except where the failure to so comply
would not result in a Material Adverse Change.

(c) Maintain and preserve all of its properties which are used in the conduct
of its business in good working order and condition, ordinary wear and tear
excepted, to the extent that any failure to do so would result in a Material
Adverse Change and except for dispositions thereof permitted by Section 6.03 or
dispositions pursuant to a Permitted Reorganization.

SECTION 5.02. Insurance. Maintain insurance with financially sound and
reputable insurance companies (which insurance companies shall, in any event,
have an A.M. Best rating of “B+” or better), and with respect to property and
risks of a character usually maintained by corporations engaged in the same or
similar business similarly situated, against loss, damage and liability of the
kinds and in the amounts customarily maintained by such corporations.

SECTION 5.03. Obligations and Taxes. Pay its Indebtedness and other
obligations promptly and in accordance with their terms and pay and discharge
promptly when due all taxes, assessments and governmental charges or levies
imposed upon it or upon its income or profits or in respect of its property,
before the same shall become delinquent or in default, as well as all lawful
claims for labor, materials and supplies or otherwise which, if unpaid, might
give rise to a Lien upon such properties or any part thereof; provided,
however, that such payment and discharge shall not be required with
respect to any such tax, assessment, charge, levy or claim so long as the
validity or amount thereof shall be contested in good faith by appropriate
proceedings and the Company shall have set aside on its books adequate reserves
with respect thereto.

SECTION 5.04. Financial Statements, Reports, etc. In the case of the
Company, furnish to the Administrative Agent:

(a) within 65 days after the end of each fiscal year, its consolidated
balance sheets and related statements of income, changes in stockholders153 equity
and cash flows, showing the financial condition of the Company and its
Subsidiaries as of the close of such fiscal year and the results of its
operations and the operations of its Subsidiaries during such year, all audited
by PricewaterhouseCoopers LLP or other independent public accountants of
recognized national standing acceptable to the Required Lenders and accompanied
by an opinion of such accountants (which shall not be qualified in any material
respect) to the effect that such consolidated financial statements fairly
present the financial condition and results of operations of the Company on a
consolidated basis in accordance with GAAP consistently applied;

(b) within 45 days after the end of each of the first three fiscal quarters
of each fiscal year, its consolidated balance sheets and related statements of
income and cash flows, showing the financial condition of the Company and its
Subsidiaries as of the close of such fiscal quarter and the results of its
operations and the operations of its Subsidiaries during such fiscal quarter and
the then elapsed portion of such fiscal year, all certified by one of its
Financial Officers as fairly presenting the financial condition and results of
operations of the Company on a consolidated basis in accordance with GAAP
consistently applied, subject to normal year-end audit adjustments;

(c) concurrently with any delivery of financial statements under (a) or (b)
above, a certificate of the accounting firm or Financial Officer

opining on or certifying such statements (which certificate, when furnished
by an accounting firm, may be limited to accounting matters and disclaim
responsibility for legal interpretations) (i) certifying that no Event of
Default or Default has occurred or, if such an Event of Default or Default has
occurred, specifying the nature and extent thereof and any corrective action
taken or proposed to be taken with respect thereto and (ii) setting forth
computations in reasonable detail satisfactory to the Administrative Agent
demonstrating compliance with the covenants contained in Sections 6.06 and 6.07;

(d) promptly after the same become publicly available, copies of all periodic
and other reports, proxy statements and other materials (other than materials
ministerial or administrative in nature) filed by it with the Securities and
Exchange Commission, or any Governmental Authority succeeding to any of or all
the functions of such Commission, or distributed to its shareholders, as the
case may be; and

(e) promptly, from time to time, such other information regarding the
operations, business affairs and financial condition of the Company or any
Subsidiary, or compliance with the terms of any Loan Document, as the
Administrative Agent or any Lender may reasonably request.

Documents required to be delivered under this Section 5.04 may be delivered
electronically and if so delivered, shall be deemed to have been delivered on
the earliest date on which such documents are posted on, or a link to such
documents is provided on (i) the Company153s website on the internet at
www.harsco.com, (ii) the website of the U.S. Securities and Exchange Commission
or (iii) the Platform.

SECTION 5.05. Litigation and Other Notices. Furnish to the
Administrative Agent and each Lender prompt written notice of the following:

(a) any Event of Default or Default, specifying the nature and extent thereof
and the corrective action (if any) proposed to be taken with respect thereto;

(b) the filing or commencement of, or any threat or notice of intention of
any person to file or commence, any action, suit or proceeding, whether at law
or in equity or by or before any Governmental Authority, against the Company or
any Affiliate thereof which, if adversely determined, could reasonably be
expected to result in a Material Adverse Change; and

(c) any other development that has resulted in, or could reasonably be
anticipated to result in, a Material Adverse Change.

SECTION 5.06. ERISA. (a) Comply in all material respects with the
applicable provisions of ERISA and the Code and (b) furnish to the
Administrative Agent and each Lender (i) as soon as possible, and in any event
within 30 days after any Responsible Officer of the Company or any ERISA
Affiliate either knows or has reason to know that any Reportable Event has
occurred that alone or together with any other Reportable Event could reasonably
be expected to result in liability of the Company to the PBGC in an aggregate
amount exceeding $5,000,000, a statement of a Financial Officer setting forth
details as to such Reportable Event and the action proposed to be taken with
respect thereto, together with a copy of the notice, if any, of such Reportable
Event given to the PBGC, (ii) promptly after receipt thereof, a copy of any
notice the Company or any ERISA Affiliate may receive from the PBGC relating to
the intention of the PBGC to terminate any Plan or Plans (other than a Plan
maintained by an ERISA Affiliate which is considered an ERISA Affiliate only
pursuant to subsection (m) or (o) of Section 414 of the Code) or to appoint a
trustee to administer any Plan or Plans, and (iii) within 10 days after the due
date for filing with the PBGC of a notice of failure to make a required
installment or other payment with respect to a Plan, a statement of a Financial
Officer setting forth details as to such failure and the action proposed to be
taken with respect thereto, together with a copy of such notice given to the
PBGC.

SECTION 5.07. Maintaining Records. Maintain all financial records in
accordance with GAAP and unless protected by attorney-client privilege permit
any representatives designated by any Lender, upon reasonable request, to
examine and make abstracts from the records and books of account of, and visit
the properties of, the Company or any of its Subsidiaries, and to discuss the
affairs, finances and condition of the Company or any Subsidiary with the
officers thereof and independent accountants therefor all upon reasonable
notice, at such reasonable times and as often as may reasonably be desired,
provided that all non-public information obtained by any such Lender pursuant to
this Agreement and/or the other Loan Documents shall be treated as confidential
in accordance with Section 10.19.

SECTION 5.08. Use of Proceeds. Use the proceeds of the Loans only for
the purposes set forth in the preamble to this Agreement.

SECTION 5.09. Subsidiary Guarantors. The Company shall, on and after
the date, if any, that the Subsidiary Guaranty is required to be executed and
delivered pursuant to Schedule 10.21 hereto, cause each Operating
Subsidiary to become a party to the Subsidiary Guaranty by executing and
delivering the Subsidiary Guaranty or, if applicable, a supplement thereto in
the form of Exhibit A to the Subsidiary Guaranty.

ARTICLE VI

Negative Covenants

SECTION 6.01. Liens. Create, incur, assume or suffer to exist any Lien
upon any of its property, whether now owned or hereafter acquired, except:

(a) Liens in existence on the date hereof and listed in Part B of
Schedule 3.11 hereto;

(b) Liens imposed by any Governmental Authority for taxes, assessments or
charges not yet due or that are being contested in good faith and by appropriate
proceedings if adequate reserves with respect thereto are maintained on the
books of the Company or the affected Subsidiaries, as the case may be, in
accordance with GAAP;

(c) carriers153, warehousemen153s, mechanics153, materialmen153s, repairmen153s or
other like Liens arising in the ordinary course of business that are not overdue
for a period of more than 30 days or that are being contested in good faith and
by appropriate proceedings and Liens securing judgments but only to the extent
for an amount and for a period not resulting in an Event of Default under
Article VII clause (i) hereof;

(d) pledges or deposits under worker153s compensation, unemployment insurance
and other social security legislation;

(e) deposits to secure the performance of bids, trade contracts (other than
for Indebtedness), leases, statutory obligations, surety and appeal bonds,
performance bonds and other obligations of a like nature incurred in the
ordinary course of business;

(f) easements, rights-of-way, restrictions and other similar encumbrances
incurred in the ordinary course of business and encumbrances consisting of
zoning restrictions, easements, licenses, restrictions on the use of property or
minor imperfections in title thereto that, in the aggregate, are not material in
amount, and that do not in any case materially detract from the value of the
property subject thereto or interfere with the ordinary conduct of the business
of the Company or any of its Subsidiaries;

(g) Liens on property of any person that becomes a Subsidiary of the Company
after the date of this Agreement; provided that such Liens are in
existence at the time such person becomes a Subsidiary of the Company and were
not created in anticipation thereof;

(h) Liens upon real and/or tangible personal property acquired after the date
hereof (by purchase, construction or otherwise) by the Company or any of its
Subsidiaries, each of which Liens either (A) existed on such property before the
time of its acquisition and was not created in anticipation thereof or (B) was
created solely for the purpose of securing Indebtedness representing, or
incurred to finance, refinance or refund, the cost (including the cost of
construction and any transaction costs related to such acquisition or financing,
refinancing or refunding) of such property; provided that no such Lien
shall extend to or cover any property of the Company or such Subsidiary other
than the property so acquired and improvements thereon;

(i) additional Liens upon real and/or personal property created after the
date hereof; provided that the aggregate Indebtedness secured thereby and
incurred on and after the date hereof shall not exceed $25,000,000 in the
aggregate at any one time outstanding; and

(j) any extension, renewal or replacement of any of the foregoing;
provided that the Liens permitted hereunder shall not be spread to cover
any additional Indebtedness or property (other than a substitution of like
property).

SECTION 6.02. Sale and Lease-Back Transactions. Enter into any
arrangement, directly or indirectly, with any person whereby it shall sell or
transfer any property, real or personal, used or useful in its business, whether
now owned or hereafter acquired, and thereafter rent or lease such property or
other property which it intends to use for substantially the same purpose or
purposes as the property being sold or transferred (such an arrangement, a
“Sale and Lease-Back Transaction“), other than (i) Sale and Lease-Back
Transactions entered into in connection with the financing of aircraft to be
used in connection with the Company153s business capitalized on the books of the
Company or treated as operating leases if the aggregate sale price of all such
Sale and Lease-Back Transactions does not exceed $25,000,000 in aggregate amount
at any time outstanding, (ii) Sale and Lease-Back Transactions capitalized on
the books of the Company or treated as operating leases (other than a Sale and
Lease-Back Transaction permitted by clause (i) above) if the aggregate sale
price of all such Sale and Lease-Back Transactions under this clause (ii) does
not exceed $25,000,000 in aggregate amount at any time outstanding and (iii)
Sale and Lease-Back Transactions entered into between any of Harsco Corporation,
the New Parent and/or any direct or indirect wholly-owned subsidiary of the New
Parent, in each case, pursuant to a Permitted Reorganization.

SECTION 6.03. Mergers, Sales of Assets, etc. (a) In the case of the
Company, consolidate or merge with or into any other corporation or convey,
transfer or lease its properties and assets substantially as an entirety to any
person, other than any of the foregoing transactions effectuated pursuant to a
Permitted Reorganization, unless:

(i) the Company is the surviving corporation or the corporation formed by
such consolidation or merger or the person which acquires by conveyance or
transfer, or which leases, the properties and assets of the Company
substantially as an entirety shall be a corporation organized and existing under
the laws of the United States of America or any state or the District of
Columbia and shall expressly assume, by an agreement supplemental hereto,
executed and delivered to each other party hereto, in form satisfactory to the
Administrative Agent, the due and punctual payment of the principal of and
interest on the Loans and all other obligations of the Company under the Loan
Documents and the performance or observance of every covenant of this Agreement
on the part of the Company to be performed or observed;

(ii) immediately after giving effect to such transaction, no Default or Event
of Default shall have occurred and be continuing; and

(iii) the Company shall have delivered to the Administrative Agent an
officers153 certificate and an opinion of counsel, each stating that such
consolidation, merger, conveyance, transfer or lease and such supplemental
agreement comply with this paragraph (a) and that all conditions precedent
herein provided for relating to such transaction have been complied with.

(b) In the case of any Borrower (other than the Company), consolidate or
merge with or into any other corporation or convey, transfer or lease its
properties and assets substantially as an entirety to any person, other than any
of the foregoing transactions effectuated pursuant to a Permitted
Reorganization, unless

(i) in the case of consolidation or merger, such Borrower is the surviving
corporation;

(ii) in the case of a consolidation or merger where such Borrower is not the
surviving corporation or in the case of the conveyance, transfer or lease of
such Borrower’s properties and assets substantially as an entirety;

(A)

the surviving corporation or transferee/lessee is another Borrower or a
Subsidiary Guarantor and such other Borrower or such Subsidiary Guarantor, as
applicable, expressly assumes, by an agreement supplemental hereto, executed and
delivered to each other party hereto, in form and substance satisfactory to the
Administrative Agent, the due and punctual payment of the principal of and
interest on the Loans and all other obligations of such Borrower under the Loan
Documents and the performance or observance of every covenant of this Agreement
on the part of such Borrower to be performed or observed;

(B)	immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and

(C)

the Company shall have delivered to the Administrative Agent an officers153
certificate and an opinion of counsel, each stating that such consolidation,
merger, conveyance, transfer or lease and such supplemental agreement comply
with this paragraph (b) and that all conditions precedent herein provided for
relating to such transaction have been complied with; or

(iii) prior to the consummation of such transaction, either (A) such Borrower
shall have repaid the principal amount of all Loans made to such Borrower,
together with accrued interest thereon, and all other amounts then owing by such
Borrower under the Loan Documents or (B) so long as immediately after giving
effect to such transaction, no Default or Event of Default shall have occurred
and be continuing, the Company shall have expressly assumed, by an agreement
supplemental hereto, executed and delivered to each other party hereto, in form
and substance satisfactory to the Administrative Agent, the due and punctual
payment of the principal of and interest on the Loans and all other obligations
of such Borrower under the Loan Documents and the performance or observance of
every covenant of this Agreement on the part of such Borrower to be performed or
observed.

(c) Except as contemplated by a Permitted Reorganization or as otherwise
provided in paragraph (b) above, upon any consolidation by any Borrower with or
merger by any Borrower into any other corporation or

any conveyance, transfer or lease of the properties and assets of any
Borrower substantially as an entirety in accordance with paragraph (a) or (b)
above, the successor corporation formed by such consolidation or into which such
Borrower is merged or to which such conveyance, transfer or lease is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the applicable Borrower under the Loan Documents with the same effect as if such
successor corporation had been named as a Borrower herein, and thereafter, the
predecessor corporation shall be relieved of all obligations and covenants under
the Loan Documents.

SECTION 6.04. Lines of Business; Fiscal Year. Engage or invest in
operations engaging to any substantial extent in any line or lines of business
activity other than the business of manufacturing, providing, distributing and
selling such diverse goods and industrial services, principally for industrial,
commercial, construction and defense applications, the same or similar to those
goods and services as are manufactured, provided, distributed and sold by the
Company on the date hereof and business activities reasonably related,
ancillary, similar or supportive thereto. In the case of the Company, change its
fiscal year end from that in effect at December 31, 2008.

SECTION 6.05. Transactions with Affiliates. Other than pursuant to a
Permitted Reorganization, sell or transfer any property or assets to, or
purchase or acquire any property or assets from, or otherwise engage in any
other transactions with, any of its Affiliates, except that as long as no
Default or Event of Default shall have occurred and be continuing, the Company
or any Subsidiary may engage in any of the foregoing transactions in the
ordinary course of business at prices and on terms and conditions not less
favorable to the Company or such Subsidiary than could be obtained on an
arm153s-length basis from unrelated third parties.

SECTION 6.06. Total Debt to Total Capital Ratio. The Company will not
permit the ratio of Total Debt to Total Capital at any time on or after the date
hereof to exceed the ratio 0.60 to 1.

SECTION 6.07. Subsidiary Debt. The Company will not at any time permit
Subsidiary Consolidated Indebtedness to exceed 10% of Consolidated Tangible
Assets.

ARTICLE VII

Events of Default

In case of the happening of any of the following events (“Events of
Default“):

(a) any representation or warranty made or deemed made in or in connection
with any Loan Document or the borrowings hereunder, or any representation,
warranty, statement or information contained in any report, certificate,
financial statement or other instrument furnished in connection with or pursuant
to any Loan Document, shall prove to have been false or misleading in any
material respect when so made, deemed made or furnished;

(b) default shall be made in the payment of any principal of any Loan when
and as the same shall become due and payable, whether at the due date thereof or
at a date fixed for prepayment thereof or by acceleration thereof or otherwise;

(c) default shall be made in the payment of any interest on any Loan or any
Fee or any other amount (other than an amount referred to in (b) above) due
under any Loan Document, when and as the same shall become due and payable, and
such default shall continue unremedied for a period of five days;

(d) default shall be made in the due observance or performance by any of the
Borrowers or any Subsidiary of any covenant, condition or agreement contained in
Section 5.01(a) or 5.05 or in Article VI;

(e) default shall be made in the due observance or performance by any of the
Borrowers or any Subsidiary of any covenant, condition or agreement contained in
any Loan Document (other than those specified in (b), (c) or (d) above) and such
default shall continue unremedied for a period of 30 days after notice thereof
from the Administrative Agent or any Lender to the Company;

(f) (i) the Company or any Subsidiary shall (A) fail to pay any principal or
interest, regardless of amount, due in respect of any Indebtedness in a
principal amount in excess of (I) $20,000,000, in the case of any single
obligation, or (II) $20,000,000, in the case of all obligations in the
aggregate, in each case, when and as the same shall become due and payable, or
(B) fail to observe or perform any other term, covenant, condition or agreement
contained in any agreement or instrument evidencing or governing any
Indebtedness in an aggregate principal amount in excess of $20,000,000 and such
failure shall continue beyond any applicable grace period; or (ii) Indebtedness
of the Company and its Subsidiaries, or any of them, in a principal amount in
excess of (A) $20,000,000, in the case of any single obligation, or (B)
$20,000,000, in the case of all obligations in the aggregate, shall be declared
due and payable or required to be prepaid prior to its stated maturity;

(g) an involuntary proceeding shall be commenced or an involuntary petition
shall be filed in a court of competent jurisdiction seeking

(i) relief in respect of any Borrower or any Material Subsidiary, or of a
substantial part of the property or assets of any Borrower or Material
Subsidiary, under Title 11 of the United States Code, as now constituted or
hereafter amended, or any other Federal or state bankruptcy, insolvency,
receivership or similar law (or similar statute or law in any other
jurisdiction), (ii) the appointment of a receiver, trustee, custodian,
sequestrator, conservator or similar official for any Borrower or any Material
Subsidiary or for a substantial part of the property or assets of any Borrower
or any Material Subsidiary or (iii) the winding-up or liquidation of any
Borrower, any Material Subsidiary; and such proceeding or petition shall
continue undismissed for 45 days or an order or decree approving or ordering any
of the foregoing shall be entered;

(h) any Borrower or any Material Subsidiary shall (i) voluntarily commence
any proceeding or file any petition seeking relief under Title 11 of the United
States Code, as now constituted or hereafter amended, or any other Federal or
state bankruptcy, insolvency, receivership or similar law (or similar statute or
law in any other jurisdiction), (ii) consent to the institution of, or fail to
contest in a timely and appropriate manner, any proceeding or the filing of any
petition described in (g) above, (iii) apply for or consent to the appointment
of a receiver, trustee, custodian, sequestrator, conservator or similar official
for any Borrower or any Material Subsidiary or for a substantial part of the
property or assets of any Borrower or any Material Subsidiary, (iv) file an
answer admitting the material allegations of a petition filed against it in any
such proceeding, (v) make a general assignment for the benefit of creditors,
(vi) become unable, admit in writing its inability or fail generally to pay its
debts as they become due or (vii) take any action for the purpose of effecting
any of the foregoing;

(i) one or more judgments for the payment of money in an aggregate amount in
excess of $20,000,000 (exclusive of amounts fully covered by insurance where the
insurer has admitted liability in respect of such judgment) shall be rendered
against any Borrower, any Subsidiary or any combination thereof and the same
shall remain undischarged for a period of 60 consecutive days during which 60
days execution shall not be effectively stayed, or otherwise being appropriately
contested in good faith, or any action shall be legally taken by a judgment
creditor to levy upon assets or properties of any Borrower or any Subsidiary to
enforce any such judgment;

(j) a Reportable Event or Reportable Events, or a failure to make a required
installment or other payment (within the meaning of Section 412(n)(l) of the
Code as in effect on the date of this Agreement), shall have occurred with
respect to any Plan or Plans that reasonably could be expected to result in
liability of any Borrower or any Subsidiary Guarantor to the PBGC or to a Plan
in an aggregate amount exceeding $10,000,000 and,

within 30 days after the reporting of any such Reportable Event to the
Administrative Agent or after the receipt by the Administrative Agent of the
statement required pursuant to Section 5.06, the Administrative Agent shall have
notified the Company in writing that (i) the Required Lenders have made a
determination that, on the basis of such Reportable Event or Reportable Events
or the failure to make a required payment, there are reasonable grounds (A) for
the termination of such Plan or Plans by the PBGC, (B) for the appointment by
the appropriate United States District Court of a trustee to administer such
Plan or Plans or (C) for the imposition of a lien in favor of a Plan and (ii) as
a result thereof an Event of Default exists hereunder; or a trustee shall be
appointed by a United States District Court to administer any such Plan or
Plans; or the PBGC shall institute proceedings to terminate any Plan or Plans;

(k) the Guarantor153s guarantee hereunder or any Subsidiary Guarantor153s
guarantee under the Subsidiary Guaranty shall become ineffective for any reason
or the Guarantor shall deny its obligations as a guarantor hereunder in writing
or any Subsidiary Guarantor shall deny its obligations as a guarantor under the
Subsidiary Guaranty in writing; or

(l) there shall have occurred a Change in Control;

then, and in every such event (other than an event with respect to a Borrower
described in paragraph (g) or (h) above), and at any time thereafter during the
continuance of such event, the Administrative Agent, with the consent of the
Required Lenders, may, or at the request of the Required Lenders, shall, by
notice to the Borrowers, take either or both of the following actions, at the
same or different times: (i) terminate forthwith the Commitments and (ii)
declare the Loans then outstanding to be forthwith due and payable in whole or
in part, whereupon the principal of the Loans so declared to be due and payable,
together with accrued interest thereon and any unpaid accrued Fees and all other
liabilities of the Borrowers accrued hereunder and under any other Loan
Document, shall become forthwith due and payable, without presentment, demand,
protest or any other notice of any kind, all of which are hereby expressly
waived by the Borrowers, anything contained herein or in any other Loan Document
to the contrary notwithstanding; and in any event with respect to a Borrower
described in paragraph (g) or (h) above, the Commitments shall automatically
terminate and the principal of the Loans then outstanding, together with accrued
interest thereon and any unpaid accrued Fees and all other liabilities of the
Borrowers accrued hereunder and under any other Loan Document, shall
automatically become due and payable, without presentment, demand, protest or
any other notice of any kind, all of which are hereby expressly waived by the
Borrowers, anything contained herein or in any other Loan Document to the
contrary notwithstanding.

ARTICLE VIII

The Administrative Agent

SECTION 8.01. Appointment and Authority. Each Lender hereby
irrevocably appoints Citibank, N.A. 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 and the Lenders, and no Borrower shall have rights as a
third party beneficiary of any of such provisions.

SECTION 8.02. Administrative Agent Individually. (a) The Person
serving as the Administrative Agent hereunder shall have the same rights and
powers in its capacity as a Lender as any other Lender and may exercise the same
as though it were not the Administrative Agent and the term “Lender” 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 any Borrower or any
Subsidiary or other Affiliate thereof as if such Person were not the
Administrative Agent hereunder and without any duty to account therefor to the
Lenders.

(b) Each Lender understands that the Person serving as Administrative Agent,
acting in its individual capacity, and its Affiliates (collectively, the
“Agent153s Group“) are engaged in a wide range of financial services and
businesses (including investment management, financing, securities trading,
corporate and investment banking and research) (such services and businesses are
collectively referred to in this Section 8.02 as “Activities“) and may
engage in the Activities with or on behalf of one or more of the Borrowers or
their respective Affiliates. Furthermore, the Agent153s Group may, in undertaking
the Activities, engage in trading in financial products or undertake other
investment businesses for its own account or on behalf of others (including the
Borrowers and their Affiliates and including holding, for its own account or on
behalf of others, equity, debt and similar positions in any Borrower or their
respective Affiliates), including trading in or holding long, short or
derivative positions in securities, loans or other financial products of one or
more of the Borrowers or their Affiliates. Each Lender understands and agrees
that in engaging in the Activities, the Agent153s Group may receive or otherwise
obtain information concerning the Borrowers or their Affiliates (including
information concerning the ability of the

Borrowers to perform their respective obligations hereunder and under the
other Loan Documents) which information may not be available to any of the
Lenders that are not members of the Agent153s Group. None of the Administrative
Agent nor any member of the Agent153s Group shall have any duty to disclose to any
Lender or use on behalf of the Lenders, and shall not be liable for the failure
to so disclose or use, any information whatsoever about or derived from the
Activities or otherwise (including any information concerning the business,
prospects, operations, property, financial and other condition or
creditworthiness of any Borrower or any Affiliate of any Borrower) or to account
for any revenue or profits obtained in connection with the Activities, except
that the Administrative Agent shall deliver or otherwise make available to each
Lender such documents as are expressly required by any Loan Document to be
transmitted by the Administrative Agent to the Lenders.

(c) Each Lender further understands that there may be situations where
members of the Agent153s Group or their respective customers (including the
Borrowers and their Affiliates) either now have or may in the future have
interests or take actions that may conflict with the interests of any one or
more of the Lenders (including the interests of the Lenders hereunder and under
the other Loan Documents). Each Lender agrees that no member of the Agent153s
Group is or shall be required to restrict its activities as a result of the
Person serving as Administrative Agent being a member of the Agent153s Group, and
that each member of the Agent153s Group may undertake any Activities without
further consultation with or notification to any Lender. None of (i) this
Agreement nor any other Loan Document, (ii) the receipt by the Agent153s Group of
information (including Information) concerning the Borrowers or their Affiliates
(including information concerning the ability of the Borrowers to perform their
respective obligations hereunder and under the other Loan Documents) nor (iii)
any other matter shall give rise to any fiduciary, equitable or contractual
duties (including without limitation any duty of trust or confidence) owing by
the Administrative Agent or any member of the Agent153s Group to any Lender
including any such duty that would prevent or restrict the Agent153s Group from
acting on behalf of customers (including the Borrowers or their Affiliates) or
for its own account.

SECTION 8.03. Duties of Administrative Agent; Exculpatory Provisions.
(a) The Administrative Agent153s duties hereunder and under the other Loan
Documents are solely ministerial and administrative in nature and 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 shall not have any duty to
take any discretionary action or exercise any discretionary powers, but shall be
required to act or refrain from acting (and shall be fully protected in so
acting or refraining from acting) upon the written direction of

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
or any of its Affiliates to liability or that is contrary to any Loan Document
or applicable law.

(b) 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 10.04 or Article VII 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 or the event or
events that give or may give rise to any Default unless and until any Borrower
or any Lender shall have given notice to the Administrative Agent describing
such Default and such event or events.

(c) Neither the Administrative Agent nor any member of the Agent153s Group
shall be responsible for or have any duty to ascertain or inquire into (i) any
statement, warranty, representation or other information made or supplied in or
in connection with this Agreement or any other Loan Document or the information
memorandum, (ii) the contents of any certificate, report or other document
delivered hereunder or thereunder or in connection herewith or therewith or the
adequacy, accuracy and/or completeness of the information contained therein,
(iii) the performance or observance of any of the covenants, agreements or other
terms or conditions set forth herein or therein or the occurrence of any
Default, (iv) the validity, enforceability, effectiveness or genuineness of this
Agreement, any other Loan Document or any other agreement, or instrument or (v)
the satisfaction of any condition set forth in Article IV or elsewhere herein,
other than (but subject to the foregoing clause (ii)) to confirm receipt of
items expressly required to be delivered to the Administrative Agent.

(d) Nothing in this Agreement or any other Loan Document shall require the
Administrative Agent or any of its Related Parties to carry out any “know your
customer” or other checks in relation to any person on behalf of any Lender and
each Lender confirms to the Administrative Agent that it is solely responsible
for any such checks it is required to carry out and that it may not rely on any
statement in relation to such checks made by the Administrative Agent or any of
its Related Parties.

SECTION 8.04. Reliance by Administrative Agent. The Administrative
Agent shall be entitled to rely upon, and shall not incur any

liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing (including any electronic
message, Internet or intranet website posting or other distribution) believed by
it to be genuine and to have been signed, sent or otherwise authenticated by the
proper Person. The Administrative Agent also may rely upon any statement made to
it orally or by telephone and believed by it to have been made by the proper
Person, and shall not incur any liability for relying thereon. In determining
compliance with any condition hereunder to the making of a Loan that by its
terms must be fulfilled to the satisfaction of a Lender, the Administrative
Agent may presume that such condition is satisfactory to such Lender unless an
officer of the Administrative Agent responsible for the transactions
contemplated hereby shall have received notice to the contrary from such Lender
prior to the making of such Loan. The Administrative Agent may consult with
legal counsel (who may be counsel for the Borrowers), independent accountants
and other experts selected by it, and shall not be liable for any action taken
or not taken by it in accordance with the advice of any such counsel,
accountants or experts.

SECTION 8.05. 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. Each such sub agent and the
Related Parties of the Administrative Agent and each such sub agent shall be
entitled to the benefits of all provisions of this Article VIII and Section
10.05 (as though such sub-agents were the “Administrative Agent” under the Loan
Documents) as if set forth in full herein with respect thereto.

SECTION 8.06. Resignation of Administrative Agent. The Administrative
Agent may at any time give notice of its resignation to the Lender 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 New York, New York, or an Affiliate of
any such bank with an office in New York, New York. 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 (such 30-day period, the “Lender Appointment
Period“), then the retiring Administrative Agent may on behalf of the
Lenders, appoint a successor Administrative Agent meeting the qualifications set
forth above. In addition and without any obligation on the part of the retiring
Administrative Agent to appoint, on behalf of the Lenders, a successor
Administrative Agent, the retiring Administrative Agent may at any time upon or
after the end of the Lender

Appointment Period notify the Company and the Lenders that no qualifying
Person has accepted appointment as successor Administrative Agent and the
effective date of such retiring Administrative Agent153s resignation which
effective date shall be no earlier than three business days after the date of
such notice. Upon the resignation effective date established in such notice and
regardless of whether a successor Administrative Agent has been appointed and
accepted such appointment, the retiring Administrative Agent153s resignation shall
nonetheless become effective and (i) the retiring Administrative Agent shall be
discharged from its duties and obligations as Administrative Agent hereunder and
under the other Loan Documents and (ii) 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 directly, until such time as the
Required Lenders appoint a successor Administrative Agent as provided for above
in this paragraph. 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 as Administrative
Agent of the retiring (or retired) Administrative Agent, and the retiring
Administrative Agent shall be discharged from all of its duties and obligations
as Administrative Agent hereunder or under the other Loan Documents (if not
already discharged therefrom as provided above in this paragraph). The fees
payable by the Borrowers to a successor Administrative Agent shall be the same
as those payable to its predecessor unless otherwise agreed between the
Borrowers and such successor. After the retiring Administrative Agent153s
resignation hereunder and under the other Loan Documents, the provisions of this
Article and Section 10.05 shall continue in effect for the benefit of such
retiring Administrative Agent, its sub agents and their respective Related
Parties in respect of any actions taken or omitted to be taken by any of them
while the retiring Administrative Agent was acting as Administrative Agent.

SECTION 8.07. Non-Reliance on Administrative Agent and Other Lenders.
Each Lender confirms to the Administrative Agent, each other Lender and each of
their respective Related Parties that it (i) possesses (individually or through
its Related Parties) such knowledge and experience in financial and business
matters that it is capable, without reliance on the Administrative Agent, any
other Lender or any of their respective Related Parties, of evaluating the
merits and risks (including tax, legal, regulatory, credit, accounting and other
financial matters) of (x) entering into this Agreement, (y) making Loans and
other extensions of credit hereunder and (z) in taking or not taking actions
hereunder and thereunder, (ii) is financially able to bear such risks and (iii)
has determined that entering into this Agreement and making Loans hereunder is
suitable and appropriate for it.

(b) Each Lender acknowledges that (i) it is solely responsible for making its
own independent appraisal and investigation of all risks arising

under or in connection with this Agreement and the other Loan Documents, (ii)
that it has, independently and without reliance upon the Administrative Agent,
any other Lender or any of their respective Related Parties, made its own
appraisal and investigation of all risks associated with, and its own credit
analysis and decision to enter into, this Agreement based on such documents and
information, as it has deemed appropriate and (iii) it will, independently and
without reliance upon the Administrative Agent, any other Lender or any of their
respective Related Parties, continue to be solely responsible for making its own
appraisal and investigation of all risks arising under or in connection with,
and its own credit analysis and decision to take or not take action under, this
Agreement and the other Loan Documents based on such documents and information
as it shall from time to time deem appropriate, which may include, in each case:

(i) the financial condition, status and capitalization of the Borrowers and
the Subsidiary Guarantors;

(ii) the legality, validity, effectiveness, adequacy or enforceability of
this Agreement and each other Loan Document and any other agreement, arrangement
or document entered into, made or executed in anticipation of, under or in
connection with any Loan Document;

(iii) determining compliance or non-compliance with any condition hereunder
to the making of a Loan and the form and substance of all evidence delivered in
connection with establishing the satisfaction of each such condition;

(iv) the adequacy, accuracy and/or completeness of the information memorandum
and any other information delivered by the Administrative Agent, any other
Lender or by any of their respective Related Parties under or in connection with
this Agreement or any other Loan Document, the transactions contemplated hereby
and thereby or any other agreement, arrangement or document entered into, made
or executed in anticipation of, under or in connection with any Loan Document.

SECTION 8.08. Indemnification. Each Lender shall, ratably in
accordance with its Commitment (determined at the time such indemnity is
sought), indemnify the Administrative Agent in its capacity as Administrative
Agent (to the extent not reimbursed by the Borrowers) against any cost, expense
(including reasonable counsel fees and disbursements), loss (except any loss in
respect of any fee arrangement between the Company and the Administrative Agent
to which each Lender is not a party) or liability (except such as result from
the Administrative Agent153s gross negligence or willful misconduct) that the
Administrative Agent may suffer or incur in connection with the Loan Documents
or any action taken or omitted by the Administrative Agent thereunder.

SECTION 8.09. No Other Duties, etc. Anything herein to the contrary
notwithstanding, none of the Persons acting as Bookrunners or Arrangers 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 or as a Lender hereunder.

SECTION 8.10. Releases. Each of the Lenders hereby directs the
Administrative Agent, at its option and in its discretion, (a) to release any
Subsidiary Guarantor from its obligations under the Subsidiary Guaranty pursuant
to Section 11(b) of the Subsidiary Guaranty and (b) deliver the release
documentation contemplated by paragraph 4 of Schedule 10.21 hereto.

ARTICLE IX

Guarantee

SECTION 9.01. Guarantee. The Guarantor hereby guarantees to each
Lender and the Administrative Agent and their respective successors and assigns
the prompt payment in full when due (whether at stated maturity, by
acceleration, by optional prepayment or otherwise) of the principal of and
interest on the Loans made by the Lenders to any Approved Borrower and all other
amounts from time to time owing to the Lenders or the Administrative Agent by
any Approved Borrower under this Agreement or pursuant to its Designation
Letter, strictly in accordance with the terms thereof (such obligations being
herein collectively called the “Guaranteed Obligations“). The Guarantor
hereby further agrees that if any Approved Borrower shall fail to pay in full
when due (whether at stated maturity, by acceleration, by optional prepayment or
otherwise) any of the Guaranteed Obligations, the Guarantor will promptly pay
the same, without any demand or notice whatsoever, and that in the case of any
extension of time of payment or renewal of any of the Guaranteed Obligations,
the same will be promptly paid in full when due (whether at extended maturity,
by acceleration or otherwise) in accordance with the terms of such extension or
renewal.

SECTION 9.02. Obligations Unconditional. The obligations of the
Guarantor under Section 9.01 hereof are absolute and unconditional irrespective
of the value, genuineness, validity, regularity or enforceability of the
obligations of any Approved Borrower under this Agreement or any other agreement
or instrument referred to herein or therein (including, without limitation, any
Designation Letter), or any substitution, release or exchange of any other
guarantee of or security for any of the Guaranteed Obligations, and, to the
fullest extent permitted by applicable law, irrespective of any law, regulation,
decree or order of any jurisdiction, or any other event, affecting

any term of any Guaranteed Obligations, irrespective of any other
circumstance whatsoever which might otherwise constitute a legal or equitable
discharge or defense of a surety or guarantor, it being the intent of this
Section 9.02 that the obligations of the Guarantor hereunder shall be absolute
and unconditional under any and all circumstances. Without limiting the
generality of the foregoing, it is agreed that the occurrence of any one or more
of the following shall not affect the liability of the Guarantor hereunder:

(i) at any time or from time to time, without notice to the Guarantor, the
time for any performance of or compliance with any of the Guaranteed Obligations
shall be extended, or such performance or compliance shall be waived;

(ii) any of the acts mentioned in any of the provisions of this Agreement or
any other agreement or instrument referred to herein or therein shall be done or
omitted; or

(iii) the maturity of any of the Guaranteed Obligations shall be accelerated,
or any of the Guaranteed Obligations shall be modified, supplemented or amended
in any respect, or any right under this Agreement or any other agreement or
instrument referred to herein or therein shall be waived or any other guarantee
of any of the Guaranteed Obligations or any security therefor shall be released
or exchanged in whole or in part or otherwise dealt with.

The Guarantor hereby expressly waives diligence, presentment, demand of
payment, protest and all notices whatsoever, and any requirement that the
Administrative Agent or any Lender exhaust any right, power or remedy or proceed
against any Approved Borrower under this Agreement or any other agreement or
instrument referred to herein or therein, or against any other person under any
other guarantee of, or security for, any of the Guaranteed Obligations.

SECTION 9.03. Reinstatement. The obligations of the Guarantor under
this Article IX shall be automatically reinstated if and to the extent that for
any reason any payment by or on behalf of any Approved Borrower in respect of
the Guaranteed Obligations is rescinded or must be otherwise restored by any
holder of any of the Guaranteed Obligations, whether as a result of any
proceedings in bankruptcy or reorganization or otherwise and the Guarantor
agrees that it will indemnify the Administrative Agent and each Lender on demand
for all reasonable costs and expenses (including, without limitation, fees of
counsel) incurred by the Administrative Agent or such Lender in connection with
such rescission or restoration.

SECTION 9.04. Subrogation. The Guarantor hereby irrevocably waives all
rights of subrogation or contribution, whether arising by

operation of law (including, without limitation, any such right arising under
Title 11 of the United States Code) or otherwise, by reason of any payment by it
pursuant to the provisions of this Article IX and further agrees that for the
benefit of each of its creditors (including, without limitation, each Lender and
the Administrative Agent) that any such payment by it of the Guaranteed
Obligations of any Approved Borrower shall constitute a contribution of capital
by the Guarantor to such Approved Borrower.

SECTION 9.05. Remedies. The Guarantor agrees that, as between the
Guarantor and the Lenders, the obligations of any Approved Borrower under this
Agreement may be declared to be forthwith due and payable as provided in Article
VII hereof (and shall be deemed to have become automatically due and payable in
the circumstances provided in said Article VII) for purposes of Section 9.01
hereof notwithstanding any stay, injunction or other prohibition preventing such
declaration (or such obligations from becoming automatically due and payable) as
against any Approved Borrower and that, in the event of such declaration (or
such obligations being deemed to have become automatically due and payable),
such obligations (whether or not due and payable by such Approved Borrower)
shall forthwith become due and payable by the Guarantor for purposes of such
Section 9.01.

SECTION 9.06. Continuing Guarantee. The guarantee in this Article IX
is a continuing guarantee, and shall apply to all Guaranteed Obligations
whenever arising.

ARTICLE X

Miscellaneous

SECTION 10.01. Notices. (a) Notices and other communications provided
for herein shall be in writing and shall be delivered by hand or overnight
courier service, mailed by certified or registered mail or sent by telecopy, as
follows:

(i) if to the Company, to it at 350 Poplar Church Road, Camp Hill,
Pennsylvania 17011, Attention: Assistant Treasurer (Facsimile No. 717-612-5619),
with a copy to the General Counsel (Facsimile No. 717-763-6402);

(ii) if to an Approved Borrower, to it at its address as set forth in its
Designation Letter;

(iii) if to the Administrative Agent, to the Administrative Agent153s Office;

(iv) if to a Lender, to it at its address (or telecopy number) set forth in
its Administrative Questionnaire or in the Assignment and Acceptance pursuant to
which such Lender shall have become a party hereto; and

or, if any of (i), (ii), (iii) or (iv), at such other address or facsimile
number as the applicable party may designate from time to time in a written
notice to the Company and the Administrative Agent.

(b) All notices and other communications given to any party hereto in
accordance with the provisions of this Agreement shall be deemed to have been
given, if received during the recipient153s normal business hours, (i) on the date
of receipt if delivered by hand or overnight courier service or sent by
telecopy, (ii) on the date of transmission if sent by electronic mail or through
the Internet or (iii) on the date five Business Days after dispatch by certified
or registered mail, in each case delivered, sent or mailed (properly addressed)
to such party as provided in this Section 10.01 or in accordance with the latest
unrevoked direction from such party given in accordance with this Section 10.01.

(c) Each Borrower hereby agrees that, unless otherwise requested by the
Administrative Agent, it will provide to the Administrative Agent all
information, documents and other materials that it is obligated to furnish to
the Administrative Agent pursuant to this Agreement, including, without
limitation, all notices, requests, financial statements, financial and other
reports, certificates and other information materials, but excluding any such
communication that (i) relates to a request for a new, or a conversion of an
existing, borrowing or other extension of credit (including any election of an
interest rate or interest period relating thereto), (ii) relates to the payment
of any principal or other amount due under this Agreement prior to the scheduled
date therefor, (iii) provides notice of any default or event of default under
this Agreement, (iv) is required to be delivered to satisfy any condition
precedent to the effectiveness of this Agreement and/or any borrowing or other
extension of credit hereunder or (v) initiates or responds to legal process (all
such non-excluded information being referred to herein collectively as the
“Communications“) by transmitting the Communications in an
electronic/soft medium (provided such Communications contain any required
signatures) in a format reasonably acceptable to the Administrative Agent to
global.loans.support@citi.com (or such other e-mail address designated by the
Administrative Agent from time to time in a written notice to the Company). The
Administrative Agent and each Lender hereby agrees that, notwithstanding any
other provision hereof, any Communication delivered by any Borrower pursuant to
this paragraph shall be deemed to have been delivered in accordance with this
Agreement.

(d) Each party hereto agrees that the Administrative Agent may make the
Communications available to the Lenders by posting the Communications on
IntraLinks or another relevant website, if any, to which each Lender and the
Administrative Agent have access (whether a commercial, third-party website or
whether sponsored by the Administrative Agent) (the “Platform“). Nothing
in this Section 10.01 shall prejudice the right of the Administrative Agent to
make the Communications available to the Lenders in any other manner specified
in this Agreement.

(e) Each Borrower hereby acknowledges that certain of the Lenders may be
“public-side” Lenders (i.e., Lenders that do not wish to receive material
non-public information with respect to any Borrower or its securities) (each, a
“Public Lender“). The Company hereby agrees that (i) Communications that
are to be made available on the Platform 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, (ii) by marking
Communications “PUBLIC,” each Borrower shall be deemed to have authorized the
Administrative Agent and the Lenders to treat such Communications as either
publicly available information or not material information (although it may be
sensitive and proprietary) with respect to each Borrower or its securities for
purposes of United States Federal and state securities laws, (iii) all
Communications marked “PUBLIC” are permitted to be made available through a
portion of the Platform designated “Public Lender,” and (iv) the Administrative
Agent shall be entitled to treat any Communications that are not marked “PUBLIC”
as being suitable only for posting on a portion of the Platform not designated
“Public Lender.”

(f) Each Lender agrees that e-mail notice to it (at the address provided
pursuant to the next sentence and deemed delivered as provided in the next
paragraph) specifying that Communications have been posted to the Platform shall
constitute effective delivery of such Communications to such Lender for purposes
of this Agreement. Each Lender agrees (i) to notify the Administrative Agent in
writing (including by electronic communication) from time to time to ensure that
the Administrative Agent has on record an effective e-mail address for such
Lender to which the foregoing notice may be sent by electronic transmission and
(ii) that the foregoing notice may be sent to such e-mail address.

(g) Each party hereto agrees that any electronic communication referred to in
this Section 10.01 shall be deemed delivered upon the posting of a record of
such communication (properly addressed to such party at the e-mail address
provided to the Administrative Agent) as “sent” in the e-mail system of the
sending party or, in the case of any such communication to the Administrative
Agent, upon the posting of a record of

such communication as “received” in the e-mail system of the Administrative
Agent; provided that if such communication is not so received by the
Administrative Agent during the normal business hours of the Administrative
Agent, such communication shall be deemed delivered at the opening of business
on the next Business Day for the Administrative Agent.

(h) Each party hereto acknowledges that (i) the distribution of material
through an electronic medium is not necessarily secure and that there are
confidentiality and other risks associated with such distribution, (ii) the
Communications and the Platform are provided “as is” and “as available,” (iii)
none of the Administrative Agent, its affiliates nor any of their respective
officers, directors, employees, agents, advisors or representatives
(collectively, the “Citigroup Parties“) warrants the adequacy, accuracy
or completeness of the Communications or the Platform, and each Citigroup Party
expressly disclaims liability for errors or omissions in any Communications or
the Platform, and (iv) no warranty of any kind, express, implied or statutory,
including, without limitation, 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 Citigroup Party in connection with
any Communications or the Platform.

SECTION 10.02. Survival of Agreement. All covenants, agreements,
representations and warranties made by the Borrowers herein and in the
certificates or other instruments prepared or delivered in connection with or
pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the Lenders and shall survive the making by the Lenders
of the Loans, regardless of any investigation made by the Lenders or on their
behalf, and shall continue in full force and effect as long as the principal of
or any accrued interest on any Loan or any Fee or any other amount payable under
this Agreement or any other Loan Document is outstanding and unpaid and so long
as the Commitments have not been terminated.

SECTION 10.03. Binding Effect. This Agreement shall become effective
when it shall have been executed by the Company and the Administrative Agent and
when the Administrative Agent shall have received copies hereof which, when
taken together, bear the signatures of each Lender, and thereafter shall be
binding upon and inure to the benefit of the Borrowers, the Administrative Agent
and each Lender and their respective successors and assigns, except that, other
than an assignment by the Company to the New Parent pursuant to the New Parent
Assignment and Assumption Agreement, the Borrowers shall not have the right to
assign rights hereunder or any interest herein without the prior consent of all
the Lenders.

SECTION 10.04. Successors and Assigns. (a) Whenever in this Agreement
any of the parties hereto is referred to, such reference shall be deemed to
include the successors and assigns of such party; and all covenants, promises
and agreements by or on behalf of the Borrowers, the Administrative Agent or the
Lenders that are contained in this Agreement shall bind and inure to the benefit
of their respective successors and assigns.

(b) Each Lender may assign to one or more assignees all or a portion of its
interests, rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans at the time owing to it);
provided, however, that (i) the Administrative Agent and, except
in the case of an assignment to a Lender or an Affiliate of such Lender, the
Company, must give their prior written consent to such assignment (which consent
shall not be unreasonably withheld and in the case of the Company, shall not be
required during the continuation of an Event of Default), (ii) each such
assignment shall be of a constant, and not a varying, percentage of all the
assigning Lender153s rights and obligations under this Agreement, (iii) the amount
of the Commitment of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Acceptance with respect to such
assignment is delivered to the Administrative Agent) shall not be less than
$5,000,000 (or, if smaller, such Lender153s remaining Commitment) and the amount
of the Commitment of such Lender remaining after such assignment shall not be
less than $5,000,000 or shall be zero, (iv) the parties to each such assignment
shall execute and deliver to the Administrative Agent an Assignment and
Acceptance, and a processing and recordation fee of $3,500, (v) the assignee, if
it shall not be a Lender, shall deliver to the Administrative Agent an
Administrative Questionnaire, and (vi) no assignment to the Company or any
Affiliate of the Company shall be permitted without the prior written consent of
each Lender. Upon acceptance and recording pursuant to paragraph (e) of this
Section 10.04, from and after the effective date specified in each Assignment
and Acceptance, which effective date shall be at least five Business Days after
the execution thereof, (A) the assignee thereunder shall be a party hereto and,
to the extent of the interest assigned by such Assignment and Acceptance, have
the rights and obligations of a Lender under this Agreement and (B) the
assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Acceptance, be released from its obligations under this
Agreement (and, in the case of an Assignment and Acceptance covering all or the
remaining portion of an 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 2.13, 2.15, 2.19, 2.22 and 10.05, as
well as to any Fees accrued for its account hereunder and not yet paid)).
Notwithstanding the foregoing, any Lender assigning its rights and obligations
under this Agreement may retain any Competitive Loans made by it outstanding at
such time, and in such case shall retain its rights hereunder in respect of any
Loans so retained until such Loans have been repaid in full in accordance with
this Agreement.

(c) By executing and delivering an Assignment and Acceptance, the assigning
Lender thereunder and the assignee thereunder shall be deemed to confirm to and
agree with each other and the other parties hereto as follows: (i) such
assigning Lender warrants that it is the legal and beneficial owner of the
interest being assigned thereby free and clear of any adverse claim and that its
Commitment, if any, and the outstanding balances of its Standby Loans and
Competitive Loans, if any, in each case without giving effect to assignments
thereof which have not become effective, are as set forth in such Assignment and
Acceptance, (ii) except as set forth in (i) above, such assigning Lender makes
no representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Agreement, or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement, any other Loan Document or any other
instrument or document furnished pursuant hereto or the financial condition of
the Company or any Subsidiary or the performance or observance by any Borrower
or any Subsidiary Guarantor of any of its obligations under this Agreement, any
other Loan Document or any other instrument or document furnished pursuant
hereto; (iii) such assignee represents and warrants that it is legally
authorized to enter into such Assignment and Acceptance; (iv) such assignee
confirms that it has received a copy of this Agreement, together with copies of
the most recent financial statements delivered pursuant to Section 5.04 and such
other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into such Assignment and Acceptance; (v)
such assignee will independently and without reliance upon the Administrative
Agent, such assigning Lender or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement; (vi) such
assignee appoints and authorizes the Administrative Agent to take such action as
agent on its behalf and to exercise such powers under this Agreement as are
delegated to the Administrative Agent by the terms hereof, together with such
powers as are reasonably incidental thereto; and (vii) such assignee agrees that
it will perform in accordance with their terms all the obligations which by the
terms of this Agreement are required to be performed by it as a Lender.

(d) The Administrative Agent shall maintain at one of its offices in The City
of New York a copy of each Assignment and Acceptance delivered to it and a
register for the recordation of the names and addresses of the Lenders, and the
Commitment of, and principal amount of the Loans owing to, each Lender pursuant
to the terms hereof from time to time (the “Register“). The entries in
the Register shall be conclusive in the absence of manifest error and the
Borrowers, the Administrative Agent and the Lenders may treat each person whose
name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement. The Register shall be available
for inspection by the Company and any Lender, at any reasonable time and from
time to time upon reasonable prior notice.

(e) Upon its receipt of a duly completed Assignment and Acceptance executed
by an assigning Lender and an assignee, an Administrative Questionnaire
completed in respect of the assignee (unless the assignee shall already be a
Lender hereunder), the processing and recordation fee referred to in paragraph
(b) above and, if required, the written consent of the Company and the
Administrative Agent to such assignment, the Administrative Agent shall (i)
accept such Assignment and Acceptance, (ii) record the information contained
therein in the Register and (iii) give prompt notice thereof to the Lenders.

(f) Upon giving written notice to the Company, each Lender may without the
consent of the Company or the Administrative Agent sell participations to one or
more banks or other entities (other than the Company or an Affiliate of the
Company, unless prior consent thereto has been given to the Company in writing
by each Lender) in all or a portion of its rights and obligations under this
Agreement (including all or a portion of its Commitment and the Loans owing to
it); provided, however, 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,
(iii) the participating banks or other entities shall be entitled to the benefit
of the cost protection provisions contained in Sections 2.13, 2.15, 2.19 and
2.22 to the same extent as if they were Lenders and (iv) the Borrowers, the
Administrative Agent and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender153s rights and
obligations under this Agreement, and such Lender shall retain the sole right to
enforce the obligations of the Borrowers relating to the Loans and to approve
any amendment, modification or waiver of any provision of this Agreement (other
than amendments, modifications or waivers decreasing any fees payable hereunder
or the amount of principal of or the rate at which interest is payable on the
Loans, extending any scheduled principal payment date or date fixed for the
payment of interest on the Loans or changing or extending the Commitments).

(g) Any Lender or participant may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section
10.04, disclose to the assignee or participant or proposed assignee or
participant any information relating to the Borrowers or the Subsidiary
Guarantors furnished to such Lender by or on behalf of the Borrowers or the
Subsidiary Guarantors; provided that, prior to any such disclosure of
information designated by the Company as confidential, each such assignee or
participant or proposed assignee or participant shall execute an agreement
whereby such assignee or participant shall agree (subject to customary

exceptions) to preserve the confidentiality of such confidential information.
It is understood that confidential information relating to the Borrowers or the
Subsidiary Guarantors would not ordinarily be provided in connection with
assignments or participations of Competitive Loans.

(h) Any Lender may at any time assign as security all or any portion of its
rights under this Agreement, including to a Federal Reserve Bank;
provided that no such assignment shall release a Lender from any of its
obligations hereunder.

(i) The Borrowers shall not assign or delegate any of their rights or duties
hereunder, except as permitted by Section 6.03; provided that Harsco
Corporation may assign its rights and duties hereunder to the New Parent
pursuant to the New Parent Assignment and Assumption Agreement.

SECTION 10.05. Expenses; Indemnity. (a)Each Borrower agrees to pay all
reasonable and properly documented out-of-pocket expenses incurred by the
Administrative Agent in connection with the preparation of this Agreement and
the other Loan Documents or in connection with any amendments, modifications or
waivers of the provisions hereof or thereof (whether or not the transactions
hereby contemplated shall be consummated) or incurred by the Administrative
Agent or any Lender in connection with the enforcement or protection of their
rights in connection with this Agreement and the other Loan Documents or in
connection with the Loans made hereunder, including the reasonable fees, charges
and disbursements of Chadbourne & Parke LLP, counsel for the Administrative
Agent, and, in connection with any such amendment, modification or waiver or any
such enforcement or protection, the reasonable fees, charges and disbursements
of any other counsel for the Administrative Agent or any Lender. Each Borrower
further agrees that it shall indemnify the Lenders from and hold them harmless
against any documentary taxes, assessments or charges made by any Governmental
Authority by reason of the execution and delivery of this Agreement or any of
the other Loan Documents.

(b) Each Borrower agrees to indemnify the Administrative Agent, each Lender,
any of their respective Affiliates that have made Loans as provided in Section
2.02(b) and the respective directors, officers, employees and agents of the
foregoing persons (each such person being called an “Indemnitee“)
against, and to hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses, including reasonable counsel fees,
charges and disbursements, incurred by or asserted against any Indemnitee
arising out of, in any way connected with, or as a result of (i) the execution
or delivery of this Agreement or any other Loan Document or any agreement or
instrument contemplated thereby, the performance by the parties thereto of their
respective obligations thereunder or

the consummation of the transactions contemplated thereby, (ii) the actual or
proposed use of the proceeds of the Loans, (iii) any claim, litigation,
investigation or proceeding relating to any of the foregoing, whether commenced
by a Borrower, any of its Affiliates or any other person and whether or not any
Indemnitee is a party thereto or (iv) any actual or alleged presence or release
of Hazardous Materials on or from any property currently or formerly owned or
operated by the Borrower or its Subsidiaries, or any Environmental Liability
related in any way to the Borrower or its subsidiaries; provided that the
indemnity set forth in this Section 10.05(b) shall not, as to any Indemnitee, be
available to the extent that such losses, claims, damages, liabilities or
related expenses either (x) are determined by a court of competent jurisdiction
by final and nonappealable judgment to have resulted primarily from the gross
negligence or willful misconduct of such Indemnitee or any of its Affiliates or
(y) resulted from the breach by such Indemnitee or any of its Affiliates of any
of such person153s agreements under this Agreement or any other Loan Document
(other than unintentional breaches that are corrected promptly after such
Indemnitee becomes aware that it is in breach).

(c) To the fullest extent permitted by applicable law, the Borrowers shall
not assert, and hereby waive, 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 the use of the proceeds thereof. No Indemnitee referred to in Section
10.05(b) shall be liable for any damages arising from the use by unintended or
unauthorized recipients of any information or other materials distributed by it
through telecommunications, electronic or other similar information transmission
systems in connection with this Agreement or the other Loan Documents or the
transactions contemplated hereby or thereby.

(d) The provisions of this Section 10.05 shall remain operative and in full
force and effect regardless of the expiration of the term of this Agreement, the
consummation of the transactions contemplated hereby, the repayment of any of
the Loans, the invalidity or unenforceability of any term or provision of this
Agreement or any other Loan Document, or any investigation made by or on behalf
of the Administrative Agent or any Lender. All amounts due under this Section
10.05 shall be payable on written demand therefor.

SECTION 10.06. Right of Setoff. If an Event of Default shall have
occurred and be continuing, each Lender (and any of its Affiliates) is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special,

time or demand, provisional or final) at any time held and other indebtedness
at any time owing by such Lender (or any of its Affiliates) to or for the credit
or the account of any Borrower against any of and all the obligations of such
Borrower now or hereafter existing under this Agreement and other Loan Documents
held by such Lender, irrespective of whether or not such Lender shall have made
any demand under this Agreement or such other Loan Document and although such
obligations may be unmatured. The rights of each Lender under this Section are
in addition to other rights and remedies (including other rights of setoff)
which such Lender may have.

SECTION 10.07. Applicable Law. THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK.

SECTION 10.08. Waivers: Amendment. (a)No failure or delay of the
Administrative Agent or any Lender in exercising any power or right hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right or power, or any abandonment or discontinuance of steps to
enforce such a right or power, preclude any other or further exercise thereof or
the exercise of any other right or power. The rights and remedies of the
Administrative Agent and the Lenders hereunder and under the other Loan
Documents are cumulative and are not exclusive of any rights or remedies which
they would otherwise have. No waiver of any provision of this Agreement or any
other Loan Document or consent to any departure by any Borrower therefrom shall
in any event be effective unless the same shall be permitted by paragraph (b)
below, and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. No notice or demand on any
Borrower in any case shall entitle such Borrower to any other or further notice
or demand in similar or other circumstances.

(b) Neither this Agreement nor any provision hereof may be waived, amended or
modified except pursuant to an agreement or agreements in writing entered into
by the Company and the Required Lenders; provided, however, that
no such agreement shall (i) decrease the principal amount of, or extend the
maturity of or any scheduled principal payment date or date for the payment of
any interest on any Loan, or waive or excuse any such payment or any part
thereof, or decrease the rate of interest on any Loan, without the prior written
consent of each Lender affected thereby, (ii) change or extend the Commitment or
decrease the Commitment Fees of any Lender without the prior written consent of
such Lender, (iii) change Section 2.17 in a manner that would alter the pro rata
sharing of payments required thereby without the prior written consent of each
Lender, or (iv) amend or modify the provisions of Section 2.16, release the
Guarantor from its obligations under Article IX, except as contemplated by
Section 8.10, release any Subsidiary

Guarantor from its obligations under the Subsidiary Guaranty, or amend or
modify the provisions of this Section, the definition of “Required Lenders”, or
any provision hereof which requires the consent of each Lender, without the
prior written consent of each Lender; provided further that no such
agreement shall amend, modify or otherwise affect the rights or duties of the
Administrative Agent hereunder without the prior written consent of the
Administrative Agent. Anything herein to the contrary notwithstanding, during
such period that a Lender is a Defaulting Lender, to the fullest extent
permitted by applicable law, such Defaulting Lender will not be entitled to vote
in respect of amendments and waivers hereunder which are subject to the approval
of the Required Lenders, and the Commitment and the outstanding Loans or other
extensions of credit of such Defaulting Lender hereunder will not be taken into
account in determining whether the Required Lenders have approved any such
amendment or waiver (and the definition of “Required Lenders” will automatically
be deemed modified accordingly for the duration of such period).

SECTION 10.09. Interest Rate Limitation. Notwithstanding anything
herein to the contrary, if at any time the applicable interest rate, together
with all fees and charges which are treated as interest under applicable law
(collectively the “Charges“), as provided for herein or in any other
document executed in connection herewith, or otherwise contracted for, charged,
received, taken or reserved by any Lender, shall exceed the maximum lawful rate
(the “Maximum Rate“) which may be contracted for, charged, taken,
received or reserved by such Lender in accordance with applicable law, the rate
of interest payable on the Loan of such Lender, together with all Charges
payable to such Lender, shall be limited to the Maximum Rate.

SECTION 10.10. Entire Agreement. This Agreement and the other Loan
Documents constitute the entire contract between the parties relative to the
subject matter hereof. Any previous agreement among the parties with respect to
the subject matter hereof is superseded by this Agreement and the other Loan
Documents. Nothing in this Agreement or in the other Loan Documents, expressed
or implied, is intended to confer upon any party other than the parties hereto
and thereto any rights, remedies, obligations or liabilities under or by reason
of this Agreement or the other Loan Documents.

SECTION 10.11. Waiver of Jury Trial. Each party hereto hereby waives,
to the fullest extent permitted by applicable law, any right it may have to a
trial by jury in respect of any litigation directly or indirectly arising out
of, under or in connection with this Agreement or any of the other Loan
Documents. Each party hereto (a) certifies that no representative, agent or
attorney of any other party has represented, expressly or otherwise, that such
other party would not, in the event of litigation, seek to enforce the foregoing
waiver and (b) acknowledges that it and the other parties hereto have been

induced to enter into this Agreement and the other Loan Documents, as
applicable, by, among other things, the mutual waivers and certifications in
this Section 10.11.

SECTION 10.12. Severability. In the event any one or more of the
provisions contained in this Agreement or in any other Loan Document should be
held invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein and therein
shall not in any way be affected or impaired thereby. The parties shall endeavor
in good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.

SECTION 10.13. Judgment Currency. (a)The Borrowers153 obligations
hereunder and under the other Loan Documents to make payments in Dollars or in
any Alternative Currency (the “Obligation Currency“) shall not be
discharged or satisfied by any tender or recovery pursuant to any judgment
expressed in or converted into any currency other than the Obligation Currency,
except to the extent that such tender or recovery results in the effective
receipt by the Administrative Agent or a Lender of the full amount of the
Obligation Currency expressed to be payable to the Administrative Agent or such
Lender under this Agreement or the other Loan Documents. If, for the purpose of
obtaining or enforcing judgment against any Borrower or in any court or in any
jurisdiction, it becomes necessary to convert into or from any currency other
than the Obligation Currency (such other currency being hereinafter referred to
as the “Judgment Currency“) an amount due in the Obligation Currency, the
conversion shall be made at the Alternative Currency Equivalent or Dollar
Equivalent, in the case of any Alternative Currency or Dollars, and, in the case
of other currencies, the rate of exchange (as quoted by the Administrative Agent
or if the Administrative Agent does not quote a rate of exchange on such
currency, by a known dealer in such currency designated by the Administrative
Agent) determined, in each case, as of the date immediately preceding the day on
which the judgment is given (such Business Day being hereinafter referred to as
the “Judgment Currency Conversion Date“).

(b) If there is a change in the rate of exchange prevailing between the
Judgment Currency Conversion Date and the date of actual payment of the amount
due, each Borrower covenants and agrees to pay, or cause to be paid, as a
separate obligation and notwithstanding any judgment, such additional amounts,
if any (but in any event not a lesser amount), as may be necessary to ensure
that the amount paid in the Judgment Currency, when converted at the rate of
exchange prevailing on the date of payment, will produce the amount of the
Obligation Currency which could have been

purchased with the amount of Judgment Currency stipulated in the judgment or
judicial award at the rate of exchange prevailing on the Judgment Currency
Conversion Date.

(c) For purposes of determining the Alternative Currency Equivalent or Dollar
Equivalent or rate of exchange for this Section, such amounts shall include any
premium and costs payable in connection with the purchase of the Obligation
Currency.

SECTION 10.14. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall constitute an original but all of which
when taken together shall constitute but one contract, and shall become
effective as provided in Section 10.03. Delivery of an executed signature page
of this Agreement by facsimile transmission, electronic mail or by posting on
the Platform shall be as effective as delivery of a manually executed
counterpart hereof.

SECTION 10.15. Headings. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement and are not to affect the construction of, or to be taken into
consideration in interpreting, this Agreement.

SECTION 10.16. Jurisdiction: Consent to Service of Process. (a)The
Company and each other Borrower that is a Domestic Subsidiary hereby irrevocably
and unconditionally submits, for itself and its property, to the exclusive
jurisdiction of, and each other Borrower hereby irrevocably and unconditionally
submits, for itself and its property, to the nonexclusive jurisdiction of, any
New York State court or Federal court of the United States of America sitting in
New York City, and any appellate court from any thereof, in any action or
proceeding arising out of or relating to this Agreement or the other Loan
Documents, or for recognition or enforcement of any judgment, and each of the
parties hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in such New
York State or, to the extent permitted by law, in such Federal court. Each of
the parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement shall
affect any right that any Lender may otherwise have to bring any action or
proceeding relating to this Agreement or the other Loan Documents against any
Borrower or its properties in the courts of any jurisdiction.

(b) Each Borrower hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection which it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement or the other Loan

Documents in any New York State or Federal court. Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by law, the defense
of an inconvenient forum to the maintenance of such action or proceeding in any
such court.

(c) Each party to this Agreement irrevocably consents to service of process
in the manner provided for notices in Section 10.01. Nothing in this Agreement
will affect the right of any party to this Agreement to serve process in any
other manner permitted by law.

SECTION 10.17. USA Patriot Act. Each Lender hereby notifies the
Borrowers that pursuant to the requirements of the USA Patriot Act (Title III of
Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act“), it is
required to obtain, verify and record information that identifies each Borrower,
which information includes the name and address of each Borrower and other
information that will allow such Lender to identify each Borrower in accordance
with the Act.

SECTION 10.18. No Fiduciary Relationship. The Borrowers agree that in
connection with all aspects of the transactions contemplated hereby and any
communications in connection therewith, the Borrowers and their Affiliates, on
the one hand, and the Administrative Agent, the Lenders and their respective
Affiliates, on the other hand, will have a business relationship that does not
create, by implication or otherwise, any fiduciary duty on the part of the
Administrative Agent, the Lenders or their respective Affiliates, and no such
duty will be deemed to have arisen in connection with any such transactions or
communications.

SECTION 10.19. Confidentiality. Each of the Administrative Agent and
each Lender agrees, for the benefit of the Company and each other Borrower, 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 managers, administrators, trustees, partners, directors,
officers, employees, agents, advisors and other representatives (it being
understood that the Persons to whom such disclosure is made will be informed of
the confidential nature of such Information and instructed to keep such
Information confidential), (b) to the extent requested by any regulatory
authority purporting to have jurisdiction over it (including any self-regulatory
authority, such as the National Association of Insurance Commissioners), (c) to
the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (d) to any other party hereto, (e) in connection with the
exercise of any remedies hereunder or under any other Loan Document or any
action or proceeding relating to this Agreement or any other Loan Document or
the enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the

same as those of this Section, to (i) any assignee of or participant in, or
any prospective assignee of or participant in, any of its rights or obligations
under this Agreement or (ii) any actual or prospective party (or its managers,
administrators, trustees, partners, directors, officers, employees, agents,
advisors and other representatives) to any swap or derivative or similar
transaction under which payments are to be made by reference to any Borrower and
its obligations, this Agreement or payments hereunder, (iii) any rating agency,
or (iv) the CUSIP Service Bureau or any similar organization, (g) with the
written consent of the Company or (h) to the extent such Information (x) becomes
publicly available other than as a result of a breach of this Section or (y)
becomes available to the Administrative Agent, any Lender or any of their
respective Affiliates on a nonconfidential basis from a source other than the
Borrowers.

For purposes of this Section, “Information” means all information received
from 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 or any Lender 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 of its Subsidiaries after the date hereof, such information is
clearly identified at the time of delivery as confidential. Any Person required
to maintain the confidentiality of Information as provided in this Section shall
be considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.

SECTION 10.20. Cure of Defaulting Lender Status. Except as otherwise
provided in the definition of “Defaulting Lender”, if the Company and the
Administrative Agent agree in writing in their discretion that a Lender that is
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, such Lender will, to the extent applicable, purchase such portion of
outstanding Loans of the other Lenders and/or make such other adjustments as the
Administrative Agent may determine to be necessary to cause the Committed Credit
Exposure of the Lenders to be on a pro rata basis in accordance with their
respective Commitments, whereupon such Lender will cease to be a Defaulting
Lender (and such Committed Credit Exposure of each Lender will automatically be
adjusted on a prospective basis to reflect the foregoing); provided that
no adjustments will be made retroactively with respect to Commitment Fees
accrued or payments made by or on behalf of the Borrowers while such Lender was
a Defaulting Lender; and provided, further, that except to the
extent otherwise expressly

agreed by the affected parties, no termination of a Lender153s status as a
Defaulting Lender will constitute a waiver or release of any claim of any party
hereunder arising from such Lender153s having been a Defaulting Lender.

[Remainder of page intentionally left blank]

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

HARSCO CORPORATION

Name: Salvadore D. Fazzolari

Title: Chairman and Chief Executive Officer

CITIBANK, N.A.,

as Administrative Agent

Name: Kevin A. Ege

Title: Authorized Signer

CITIBANK, N.A.,

as a Lender

Name: Kevin A. Ege

Title: Authorized Signer

THE ROYAL BANK OF SCOTLAND PLC,

as a Lender

Name: L. Peter Yetman

Title: Senior Vice President

[SIGNATURE PAGE TO HARSCO FIVE-YEAR CREDIT AGREEMENT]

BANK OF TOKYO-MITSUBISHI UFJ

TRUST COMPANY,

as a Lender

Name: Brian McNany

Title: Assistant Vice President

HSBC BANK USA, NATIONAL

ASSOCIATION,

as a Lender

Name: Adriana D. Collins

Title: Senior Vice President

ING BANK N.V., DUBLIN BRANCH,

as a Lender

Name: Maruice Kenny

Title: Director

Name: Aidan Neill

Title: Director

LLOYDS TSB BANK, PLC,

as a Lender

Name: Deborah Carlson

Title: Senior Vice President

Name: Lana Chervonckaya

Title: Vice President

PNC BANK, NATIONAL ASSOCIATION,

as a Lender

Name: Brian T. Vesey

Title: Vice President

US BANK N.A.,

as a Lender

Name: Michael P. Dickman

Title: Vice President

INTESA SANPAOLO SPA,

as a Lender

Name: Luca Sacchi

Title: Vice President

Name: Robert Wurster

Title: Senior Vice President

SVENSKA HANDELSBANKEN AB,

NEW YORK BRANCH,

as a Lender

Name: Mark Emmett

Title: Vice President

Name: Anders Abelsen

Title: Vice President

BANK OF CHINA,

NEW YORK BRANCH,

as a Lender

Name: Xiaojiang Li

Title: General Manager

COMMERZBANK AG,

as a Lender

Name: Robert S. Taylor

Title: Senior Vice President

Name: Sandy Bau

Title: Assistant Treasurer

JPMORGAN CHASE BANK, N.A.,

as a Lender

Name: Deborah R. Winkler

Title: Vice President

MANUFACTURERS AND TRADERS

TRUST COMPANY,

as a Lender

Name: Tracey E. Sawyer-Calhoun

Title: Vice President

MIZUHO CORPORATE BANK (USA),

as a Lender

Name: Leon Mo

Title: Senior Vice President

SOCIETE GENERALE,

as a Lender

Name: Kimberly Metzger

Title: Director

WELLS FARGO BANK, N.A.,

as a Lender

Name: James Travagline

Title: Vice President

BANK OF TAIWAN,

LOS ANGELES BRANCH,

as a Lender

Name: Chwan-Ming Ho

Title: Vice President & General Manager

NATIONAL AUSTRALIA BANK

LIMITED,

as a Lender

Name: Courtney A. Cloe

Title: Director

CHANG HWA COMMERCIAL BANK,

LTD., LOS ANGELES BRANCH,

as a Lender

Name: Beverley Chen

Title: Vice President & General Manager

MEGA INTERNATIONAL

COMMERCIAL BANK CO., LTD.

LOS ANGELES BRANCH,

as a Lender

Name: Chia Jang Liu

Title: Senior Vice President & General Manager

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