{"id":40947,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/credit-agreement-agilent-technologies-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"credit-agreement-agilent-technologies-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/credit-agreement-agilent-technologies-inc.html","title":{"rendered":"Credit Agreement – Agilent Technologies Inc."},"content":{"rendered":"\n\n\n
<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

CREDIT AGREEMENT<\/p>\n

dated as of<\/p>\n

October 20, 2011,<\/p>\n

among<\/p>\n

AGILENT TECHNOLOGIES, INC.,<\/p>\n

The LENDERS Party Hereto,<\/p>\n

JPMORGAN CHASE BANK, N.A.,
\nas Administrative Agent,<\/p>\n

and<\/p>\n

J.P. MORGAN EUROPE LIMITED,
\nas London Agent<\/p>\n

\n

CITIBANK, N.A. and BANK OF AMERICA, N.A.,<\/p>\n

as Syndication Agents<\/p>\n

J.P. MORGAN SECURITIES LLC,<\/p>\n

CITIGROUP GLOBAL MARKETS INC. and
\nMERRILL LYNCH, PIERCE, FENNER & SMITH, INCORPORATED,<\/p>\n

as Joint Lead Arrangers and Joint Bookrunners<\/p>\n\n\n\n
<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

[CS&M No. 6701-670]<\/p>\n

\n

<\/p>\n

TABLE OF CONTENTS<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n\n

Page<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

ARTICLE I<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

Definitions<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 1.01.<\/p>\n<\/td>\n

\n

Defined Terms<\/p>\n<\/td>\n

\n

1<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 1.02.<\/p>\n<\/td>\n

\n

Classification of Loans and Borrowings<\/p>\n<\/td>\n

\n

25<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 1.03.<\/p>\n<\/td>\n

\n

Terms Generally<\/p>\n<\/td>\n

\n

26<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 1.04.<\/p>\n<\/td>\n

\n

Accounting Terms; GAAP<\/p>\n<\/td>\n

\n

26<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 1.05.<\/p>\n<\/td>\n

\n

Currency Translation<\/p>\n<\/td>\n

\n

27<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

ARTICLE II<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

The Credits<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 2.01.<\/p>\n<\/td>\n

\n

Commitments<\/p>\n<\/td>\n

\n

27<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 2.02.<\/p>\n<\/td>\n

\n

Loans and Borrowings<\/p>\n<\/td>\n

\n

27<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 2.03.<\/p>\n<\/td>\n

\n

Requests for Revolving Borrowings<\/p>\n<\/td>\n

\n

28<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 2.04.<\/p>\n<\/td>\n

\n

Swingline Loans<\/p>\n<\/td>\n

\n

29<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 2.05.<\/p>\n<\/td>\n

\n

Letters of Credit<\/p>\n<\/td>\n

\n

31<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 2.06.<\/p>\n<\/td>\n

\n

Funding of Revolving Borrowings<\/p>\n<\/td>\n

\n

37<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 2.07.<\/p>\n<\/td>\n

\n

Interest Elections<\/p>\n<\/td>\n

\n

38<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 2.08.<\/p>\n<\/td>\n

\n

Termination, Reduction and Increase of Commitments<\/p>\n<\/td>\n

\n

40<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 2.09.<\/p>\n<\/td>\n

\n

Extension of Maturity Date<\/p>\n<\/td>\n

\n

41<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 2.10.<\/p>\n<\/td>\n

\n

Repayment of Loans; Evidence of Debt<\/p>\n<\/td>\n

\n

43<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 2.11.<\/p>\n<\/td>\n

\n

Prepayment of Loans<\/p>\n<\/td>\n

\n

44<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 2.12.<\/p>\n<\/td>\n

\n

Fees<\/p>\n<\/td>\n

\n

45<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 2.13.<\/p>\n<\/td>\n

\n

Interest<\/p>\n<\/td>\n

\n

46<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 2.14.<\/p>\n<\/td>\n

\n

Alternate Rate of Interest<\/p>\n<\/td>\n

\n

47<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 2.15.<\/p>\n<\/td>\n

\n

Increased Costs<\/p>\n<\/td>\n

\n

48<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 2.16.<\/p>\n<\/td>\n

\n

Break Funding Payments<\/p>\n<\/td>\n

\n

49<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 2.17.<\/p>\n<\/td>\n

\n

Taxes<\/p>\n<\/td>\n

\n

50<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 2.18.<\/p>\n<\/td>\n

\n

Payments Generally; Pro Rata Treatment; Sharing of Set-offs<\/p>\n<\/td>\n

\n

53<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 2.19.<\/p>\n<\/td>\n

\n

Mitigation Obligations; Replacement of Lenders<\/p>\n<\/td>\n

\n

55<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 2.20.<\/p>\n<\/td>\n

\n

Designation of Borrowing Subsidiaries<\/p>\n<\/td>\n

\n

56<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 2.21.<\/p>\n<\/td>\n

\n

Defaulting Lenders<\/p>\n<\/td>\n

\n

57<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

ARTICLE III<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

Representations and Warranties<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 3.01.<\/p>\n<\/td>\n

\n

Organization; Powers<\/p>\n<\/td>\n

\n

59<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 3.02.<\/p>\n<\/td>\n

\n

Authorization; Enforceability<\/p>\n<\/td>\n

\n

59<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 3.03.<\/p>\n<\/td>\n

\n

Governmental Approvals; No Conflicts<\/p>\n<\/td>\n

\n

60<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 3.04.<\/p>\n<\/td>\n

\n

Financial Condition; No Material Adverse Change<\/p>\n<\/td>\n

\n

60<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 3.05.<\/p>\n<\/td>\n

\n

Litigation and Environmental Matters<\/p>\n<\/td>\n

\n

60<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 3.06.<\/p>\n<\/td>\n

\n

Compliance with Laws and Agreements<\/p>\n<\/td>\n

\n

61<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 3.07.<\/p>\n<\/td>\n

\n

Investment Company Status<\/p>\n<\/td>\n

\n

61<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 3.08.<\/p>\n<\/td>\n

\n

Properties<\/p>\n<\/td>\n

\n

61<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 3.09.<\/p>\n<\/td>\n

\n

Federal Reserve Regulations<\/p>\n<\/td>\n

\n

61<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 3.10.<\/p>\n<\/td>\n

\n

Taxes<\/p>\n<\/td>\n

\n

61<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 3.11.<\/p>\n<\/td>\n

\n

ERISA<\/p>\n<\/td>\n

\n

62<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 3.12.<\/p>\n<\/td>\n

\n

Disclosure<\/p>\n<\/td>\n

\n

62<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

ARTICLE IV<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

Conditions<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 4.01.<\/p>\n<\/td>\n

\n

Effective Date<\/p>\n<\/td>\n

\n

62<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 4.02.<\/p>\n<\/td>\n

\n

Each Credit Event<\/p>\n<\/td>\n

\n

63<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 4.03.<\/p>\n<\/td>\n

\n

Initial Credit Event for each Borrowing Subsidiary<\/p>\n<\/td>\n

\n

64<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

ARTICLE V<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

Affirmative Covenants<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 5.01.<\/p>\n<\/td>\n

\n

Financial Statements and Other Information<\/p>\n<\/td>\n

\n

64<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 5.02.<\/p>\n<\/td>\n

\n

Notices of Material Events<\/p>\n<\/td>\n

\n

66<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 5.03.<\/p>\n<\/td>\n

\n

Existence<\/p>\n<\/td>\n

\n

66<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 5.04.<\/p>\n<\/td>\n

\n

Businesses and Properties<\/p>\n<\/td>\n

\n

66<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 5.05.<\/p>\n<\/td>\n

\n

Payment of Taxes<\/p>\n<\/td>\n

\n

67<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 5.06.<\/p>\n<\/td>\n

\n

Insurance<\/p>\n<\/td>\n

\n

67<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 5.07.<\/p>\n<\/td>\n

\n

Books and Records; Inspection Rights<\/p>\n<\/td>\n

\n

67<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 5.08.<\/p>\n<\/td>\n

\n

Compliance with Laws<\/p>\n<\/td>\n

\n

67<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 5.09.<\/p>\n<\/td>\n

\n

Use of Proceeds<\/p>\n<\/td>\n

\n

67<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

ARTICLE VI<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

Negative Covenants<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 6.01.<\/p>\n<\/td>\n

\n

Subsidiary Indebtedness<\/p>\n<\/td>\n

\n

68<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 6.02.<\/p>\n<\/td>\n

\n

Liens<\/p>\n<\/td>\n

\n

69<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 6.03.<\/p>\n<\/td>\n

\n

Sale and Leaseback Transactions<\/p>\n<\/td>\n

\n

70<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 6.04.<\/p>\n<\/td>\n

\n

Fundamental Changes<\/p>\n<\/td>\n

\n

71<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

2<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/p>\n

SECTION 6.05.<\/p>\n<\/td>\n

\n

Transactions with Affiliates<\/p>\n<\/td>\n

\n

72<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 6.06.<\/p>\n<\/td>\n

\n

Restrictive Agreements<\/p>\n<\/td>\n

\n

72<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 6.07.<\/p>\n<\/td>\n

\n

Adjusted Leverage Ratio<\/p>\n<\/td>\n

\n

73<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

ARTICLE VII<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

Events of Default<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

ARTICLE VIII<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

The Agents<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

ARTICLE IX<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

Guarantee<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

ARTICLE X<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

Miscellaneous<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 10.01.<\/p>\n<\/td>\n

\n

Notices<\/p>\n<\/td>\n

\n

80<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 10.02.<\/p>\n<\/td>\n

\n

Waivers; Amendments<\/p>\n<\/td>\n

\n

81<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 10.03.<\/p>\n<\/td>\n

\n

Expenses; Indemnity; Damage Waiver<\/p>\n<\/td>\n

\n

82<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 10.04.<\/p>\n<\/td>\n

\n

Successors and Assigns<\/p>\n<\/td>\n

\n

83<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 10.05.<\/p>\n<\/td>\n

\n

Survival<\/p>\n<\/td>\n

\n

87<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 10.06.<\/p>\n<\/td>\n

\n

Counterparts; Integration; Effectiveness<\/p>\n<\/td>\n

\n

87<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 10.07.<\/p>\n<\/td>\n

\n

Severability<\/p>\n<\/td>\n

\n

88<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 10.08.<\/p>\n<\/td>\n

\n

Right of Setoff<\/p>\n<\/td>\n

\n

88<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 10.09.<\/p>\n<\/td>\n

\n

Governing Law; Jurisdiction; Consent to Service of Process<\/p>\n<\/td>\n

\n

88<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 10.10.<\/p>\n<\/td>\n

\n

WAIVER OF JURY TRIAL<\/p>\n<\/td>\n

\n

89<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 10.11.<\/p>\n<\/td>\n

\n

Headings<\/p>\n<\/td>\n

\n

89<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 10.12.<\/p>\n<\/td>\n

\n

Confidentiality; Non-Public Information<\/p>\n<\/td>\n

\n

89<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 10.13.<\/p>\n<\/td>\n

\n

Interest Rate Limitation<\/p>\n<\/td>\n

\n

91<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 10.14.<\/p>\n<\/td>\n

\n

Conversion of Currencies<\/p>\n<\/td>\n

\n

91<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 10.15.<\/p>\n<\/td>\n

\n

USA Patriot Act<\/p>\n<\/td>\n

\n

91<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 10.16.<\/p>\n<\/td>\n

\n

No Fiduciary Relationship<\/p>\n<\/td>\n

\n

92<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

3<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/p>\n

Schedules<\/u>:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Schedule 2.01<\/p>\n<\/td>\n

\n

: Commitments<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Schedule 6.01<\/p>\n<\/td>\n

\n

: Existing Subsidiary Indebtedness<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Schedule 6.02<\/p>\n<\/td>\n

\n

: Existing Liens<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Schedule 6.03<\/p>\n<\/td>\n

\n

: Existing Sale and Leaseback Transactions<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Schedule 6.06<\/p>\n<\/td>\n

\n

: Existing Restrictive Agreements<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Exhibits<\/u>:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Exhibit A<\/p>\n<\/td>\n

\n

: Form of Accession Agreement<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Exhibit B<\/p>\n<\/td>\n

\n

: Form of Assignment and Assumption<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Exhibit C<\/p>\n<\/td>\n

\n

: Form of Borrowing Subsidiary Agreement<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Exhibit D<\/p>\n<\/td>\n

\n

: Form of Borrowing Subsidiary Termination<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Exhibit E<\/p>\n<\/td>\n

\n

: Mandatory Costs Rate<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Exhibit F<\/p>\n<\/td>\n

\n

: Form of Maturity Date Extension Request<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Exhibit G<\/p>\n<\/td>\n

\n

: Form of Tax Certificates<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

4<\/p>\n

\n

<\/p>\n

CREDIT AGREEMENT dated as of October 20, 2011 (the “Agreement<\/u>“), among
\nAGILENT TECHNOLOGIES, INC. a Delaware corporation (the “Company<\/u>“), the
\nLENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and
\nJ.P. MORGAN EUROPE LIMITED, as London Agent.<\/p>\n

The parties hereto hereby agree as follows:<\/p>\n

ARTICLE I<\/p>\n

Definitions<\/u><\/p>\n

SECTION 1.01. Defined Terms.<\/u> As used in this Agreement, the following
\nterms have the meanings specified below:<\/p>\n

“ABR<\/u>“, when used in reference to any Loan or Borrowing, refers to
\nwhether such Loan, or the Loans comprising such Borrowing, are bearing interest
\nat a rate determined by reference to the Alternate Base Rate.<\/p>\n

“Accession Agreement<\/u>” means an Accession Agreement substantially in
\nthe form of Exhibit A among an Increasing Lender, the Company and the
\nAdministrative Agent.<\/p>\n

“Acquisition<\/u>” means any transaction, or series of related
\ntransactions, in which the Company or any Subsidiary acquires (a) equity
\ninterests in any Person if, after giving effect thereto, such Person will become
\na Subsidiary or (b) any business or assets comprising all or substantially all
\nthe assets of (or all or substantially all the assets constituting a business
\nunit, division, product line or line of business of) any Person (whether through
\npurchase of assets, merger or otherwise).<\/p>\n

“Acquisition Indebtedness<\/u>” means, with respect to any Acquisition, any
\nIndebtedness incurred during the Acquisition Period with respect to such
\nAcquisition and identified by the Company to the Administrative Agent as
\nIndebtedness incurred for the purpose of financing such Acquisition (including
\nany repayment or prepayment of Indebtedness of the Person or assets acquired
\nthereby and payment of related fees and expenses); provided<\/u> that (a) at
\nall times during the Acquisition Period with respect to such Acquisition, all
\nthe net proceeds of such Indebtedness constitute Unrestricted Cash that is
\nsegregated in a separate deposit or securities account of the Company and held
\nto be applied for such purpose upon consummation of such Acquisition (it being
\nunderstood that, in the event any such net proceeds cease to be Unrestricted
\nCash or are not so segregated and held during the Acquisition Period with
\nrespect to such Acquisition (including as a result of having been used for any
\nother purpose), the aggregate principal amount of such Indebtedness equal to the
\nprincipal amount thereof that has yielded such net proceeds shall cease to be
\n“Acquisition Indebtedness” hereunder), (b) following the end of the Acquisition
\nPeriod with respect to such Acquisition, such Indebtednenss shall continue to
\nconstitute Acquisition Indebtedness if and only to the extent that such net
\nproceeds have been used for the purpose of financing such Acquisition (including
\nany<\/p>\n

\n

<\/p>\n

repayment or prepayment of Indebtedness of the Person or assets acquired
\nthereby and payment of related fees and expenses) and (c) the aggregate
\nprincipal amount of such Indebtedness does not exceed the aggregate amount of
\nfunds required by the Company to finance such Acquisition (including any
\nrepayment or prepayment of Indebtedness of the Person or assets acquired thereby
\nand payment of related fees and expenses).<\/p>\n

“Acquisition Period<\/u>” means, with respect to any Acquisition, the
\nperiod (a) commencing on the date on which the Company or a Subsidiary enters
\ninto a definitive agreement providing for the consummation of such Acquisition
\nand (b) ending on the date that is the earliest of (i) the date such Acquisition
\nis consummated, (ii) the date such definitive agreement is terminated or such
\nAcquisition is otherwise abandoned by the Company or such Subsidiary and (iii)
\nthe date that is 18 months after the commencement of such period under clause
\n(a) above.<\/p>\n

“Adjusted Consolidated Total Indebtedness<\/u>” means, at any time, (a) the
\naggregate amount of all Indebtedness of the Company and the Subsidiaries at such
\ntime, all determined on a consolidated basis in accordance with GAAP, but
\nexcluding therefrom, during the Acquisition Period with respect to any
\nAcquisition, the Acquisition Indebtedness relating to such Acquisition,
\nminus<\/u> (b) all Indebtedness at such time consisting of obligations of the
\nCompany and the Subsidiaries as account parties in respect of letters of credit
\nand letters of guaranty that do not support Indebtedness, all determined on a
\nconsolidated basis in accordance with GAAP; provided<\/u> that during the
\nSpecified Post-Acquisition Period with respect to any Acquisition, the aggregate
\namount of the Acquisition Indebtedness with respect thereto shall be reduced
\n(but not below zero) by the amount of the Available Unrestricted Cash at such
\ntime, but only to the extent the Available Unrestricted Cash at such time
\nexceeds US$500,000,000. In the event that the Company or any Subsidiary shall
\nhave completed since any date as of which Adjusted Consolidated Total
\nIndebtedness is to be determined an acquisition or disposition of any Person,
\ndivision or business unit for which the Company is required to file pro forma
\nfinancial statements with the SEC, Adjusted Consolidated Total Indebtedness
\nshall be determined (and if the Company is not so required to file such
\nfinancial statements, Adjusted Consolidated Total Indebtedness may, at the
\nelection of the Company exercised in good faith (and so long as such election is
\nalso made with respect to the Consolidated EBITDA), be determined) on a Pro
\nForma Basis as if such acquisition or disposition, and any related incurrence or
\nrepayment of Indebtedness, had occurred on such date.<\/p>\n

“Adjusted EURIBO Rate<\/u>” means, with respect to any EURIBOR Borrowing
\nfor any Interest Period, an interest rate per annum (rounded upwards, if
\nnecessary, to the next 1\/16 of 1.00%) equal to the sum of (a) the EURIBO Rate
\nfor such Interest Period and (b) the Mandatory Costs Rate.<\/p>\n

“Adjusted LIBO Rate<\/u>” means (a) with respect to any LIBOR Borrowing
\ndenominated in US Dollars for any Interest Period, an interest rate per annum
\n(rounded upwards, if necessary, to the next 1\/16 of 1.00%) equal to the product
\nof (i) the LIBO Rate for US Dollars for such Interest Period multiplied by (ii)
\nthe Statutory Reserve Rate and (b) with respect to any LIBOR Borrowing
\ndenominated in any Alternative Currency (other than Euros) for any Interest
\nPeriod, an interest rate per annum (rounded upwards, if<\/p>\n

2<\/p>\n

\n

<\/p>\n

necessary, to the next 1\/16 of 1.00%) equal to the sum of (i) the LIBO Rate
\nfor such currency for such Interest Period plus (ii) the Mandatory Costs Rate.\n<\/p>\n

“Administrative Agent<\/u>” means JPMorgan Chase Bank, N.A., in its
\ncapacity as administrative agent for the Lenders hereunder and under the other
\nLoan Documents, and its successors in such capacity as provided in Article VIII.\n<\/p>\n

“Administrative Questionnaire<\/u>” means an Administrative Questionnaire
\nin a form supplied by the Administrative Agent.<\/p>\n

“Affiliate<\/u>” means, with respect to a specified Person, another Person
\nthat directly, or indirectly through one or more intermediaries, Controls or is
\nControlled by or is under common Control with the Person specified.<\/p>\n

“Agents<\/u>” means the Administrative Agent and the London Agent.<\/p>\n

“Agreement<\/u>” has the meaning assigned to such term in the heading
\nhereto.<\/p>\n

“Alternate Base Rate<\/u>” means, for any day, a rate per annum equal to
\nthe greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds
\nEffective Rate in effect on such day plus 1\/2 of 1.00% and (c) the Adjusted LIBO
\nRate on such day (or if such day is not a Business Day, the immediately
\npreceding Business Day) for a deposit in US Dollars with a maturity of one month
\nplus 1.00%. For purposes of clause (c) above, the Adjusted LIBO Rate on any day
\nshall be based on the Screen Rate at approximately 11:00 a.m., London time, on
\nsuch day for deposits in US Dollars with a maturity of one month. Any change in
\nthe Alternate Base Rate due to a change in the Prime Rate, the Federal Funds
\nEffective Rate or the Adjusted LIBO Rate shall be effective from and including
\nthe effective date of such change in the Prime Rate, the Federal Funds Effective
\nRate or the Adjusted LIBO Rate, respectively.<\/p>\n

“Alternative Currency<\/u>” means Euro, Sterling, Yen and any other
\ncurrency, other than US Dollars, (a) that is freely available, freely
\ntransferable and freely convertible into US Dollars, (b) in which dealings in
\ndeposits are carried on in the London interbank market and (c) that has been
\ndesignated by the Administrative Agent as an Alternative Currency at the request
\nof the Company, and with the consent of each Lender.<\/p>\n

“Applicable Agent<\/u>” means (a) with respect to a Loan or Borrowing
\ndenominated in US Dollars or any Letter of Credit, and with respect to any
\npayment hereunder that does not relate to a particular Loan, Borrowing or Letter
\nof Credit, the Administrative Agent, and (b) with respect to a Loan or Borrowing
\ndenominated in an Alternative Currency, the London Agent.<\/p>\n

“Applicable Percentage<\/u>” means, with respect to any Lender, the
\npercentage of the total Commitments represented by such Lender153s Commitment. If
\nthe Commitments have terminated or expired, the Applicable Percentages shall be
\ndetermined based upon the Commitments most recently in effect, giving effect to
\nany assignments.<\/p>\n

3<\/p>\n

\n

<\/p>\n

“Applicable Rate<\/u>” means, for any day, with respect to any LIBOR
\nRevolving Loan, EURIBOR Revolving Loan, ABR Loan or the facility fees payable
\nhereunder, the applicable rate per annum set forth below under the caption
\n“LIBOR\/EURIBOR Margin”, “ABR Margin” or “Facility Fee”, as the case may be,
\nbased upon the ratings by S&P and Moody153s, respectively, applicable on such
\ndate to the Index Debt :<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n\n

Ratings
\n(S&P\/Moody153s)<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Facility Fee
\n(% per annum)<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

LIBOR\/
\nEURIBOR<\/strong><\/p>\n

Margin
\n(% per annum)<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

ABR
\nMargin
\n(% per annum)<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Category 1<\/p>\n<\/td>\n

<\/td>\n\n

A-\/A3 or above<\/p>\n<\/td>\n

<\/td>\n\n

0.080<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n

\n

0.920<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n

\n

0.000<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

Category 2<\/p>\n<\/td>\n

<\/td>\n\n

BBB+\/Baa1<\/p>\n<\/td>\n

<\/td>\n\n

0.100<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n

\n

1.025<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n

\n

0.025<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

Category 3<\/p>\n<\/td>\n

<\/td>\n\n

BBB\/Baa2<\/p>\n<\/td>\n

<\/td>\n\n

0.125<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n

\n

1.125<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n

\n

0.125<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

Category 4<\/p>\n<\/td>\n

<\/td>\n\n

BBB-\/Baa3<\/p>\n<\/td>\n

<\/td>\n\n

0.200<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n

\n

1.300<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n

\n

0.300<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

Category 5<\/p>\n<\/td>\n

<\/td>\n\n

BB+\/Ba1 or below<\/p>\n<\/td>\n

<\/td>\n\n

0.300<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n

\n

1.450<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n

\n

0.450<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

For purposes of the foregoing, (a) if either Moody153s or S&P shall not
\nhave in effect a rating for the Index Debt (other than by reason of the
\ncircumstances referred to in the last sentence of this definition), then such
\nrating agency shall be deemed to have established a rating in Category 5; (b) if
\nthe ratings established or deemed to have been established by Moody153s and
\nS&P for the Index Debt shall fall within different Categories, the
\nApplicable Rate shall be based on the higher of the two ratings unless one of
\nthe two ratings is two or more Categories lower than the other, in which case
\nthe Applicable Rate shall be determined by reference to the Category next below
\nthat of the higher of the two ratings; and (c) if the ratings established or
\ndeemed to have been established by Moody153s and S&P for the Index Debt shall
\nbe changed (other than as a result of a change in the rating system of Moody153s
\nor S&P), such change shall be effective as of the date on which it is first
\npublicly announced by the applicable rating agency. Each change in the
\nApplicable Rate shall apply during the period commencing on the effective date
\nof such change and ending on the date immediately preceding the effective date
\nof the next such change. If the rating system of Moody153s or S&P shall
\nchange, or if either such rating agency shall cease to be in the business of
\nrating corporate debt obligations, the Company and the Lenders shall negotiate
\nin good faith to amend this definition to reflect such changed rating system or
\nthe unavailability of ratings from such rating agency and, pending the
\neffectiveness of any such amendment, the Applicable Rate shall be determined by
\nreference to the rating most recently in effect prior to such change or
\ncessation.<\/p>\n

“Approved Fund<\/u>” means any Person (other than a natural person) that is
\nengaged in making, purchasing, holding or investing in commercial loans and
\nsimilar extensions of credit in the ordinary course of its business and that is
\nadministered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an
\nentity or an Affiliate of an entity that administers or manages a Lender.<\/p>\n

“Arrangers<\/u>” means J.P. Morgan Securities LLC, Citigroup Global Markets
\nInc. and Merrill Lynch, Pierce, Fenner & Smith, Incorporated, in their
\ncapacities as joint lead arrangers and joint bookrunners for the credit facility
\nestablished hereunder.<\/p>\n

4<\/p>\n

\n

<\/p>\n

“Assignment and Assumption<\/u>” means an Assignment and Assumption entered
\ninto by a Lender and an assignee (with the consent of any Person whose consent
\nis required by Section 10.04), and accepted by the Administrative Agent, in the
\nform of Exhibit B or any other form approved by the Administrative Agent.<\/p>\n

“Attributable Debt<\/u>” means, with respect to any Sale-Leaseback
\nTransaction, the present value (discounted at the rate set forth or implicit in
\nthe terms of the lease included in such Sale-Leaseback Transaction) of the total
\nobligations of the lessee for rental payments (other than amounts required to be
\npaid on account of taxes, maintenance, repairs, insurance, assessments,
\nutilities, operating and labor costs and other items that do not constitute
\npayments for property rights) during the remaining term of the lease included in
\nsuch Sale-Leaseback Transaction (including any period for which such lease has
\nbeen extended). In the case of any lease that is terminable by the lessee upon
\npayment of a penalty, the Attributable Debt shall be the lesser of the
\nAttributable Debt determined assuming termination on the first date such lease
\nmay be terminated (in which case the Attributable Debt shall also include the
\namount of the penalty, but no rent shall be considered as required to be paid
\nunder such lease subsequent to the first date upon which it may be so
\nterminated) or the Attributable Debt determined assuming no such termination.\n<\/p>\n

“Available Unrestricted Cash<\/u>” means, at any time, Unrestricted Cash
\nowned by Foreign Subsidiaries at such time; provided<\/u> that, without
\nduplication, (a) there shall be excluded Unrestricted Cash owned by any Foreign
\nSubsidiary that is not wholly owned by the Company, to the extent ownership of
\nsuch Unrestricted Cash is attributable to the noncontrolling interest in such
\nForeign Subsidiary, and (b) Unrestricted Cash owned by any Foreign Subsidiary
\nshall be included only to the extent that, at such time, either the declaration
\nand payment of cash dividends or other cash distributions by such Foreign
\nSubsidiary, or an intercompany loan to the Company by such Foreign Subsidiary
\n(where such intercompany loan is unsecured and subordinated in right of payment
\nto the Obligations on terms customary for subordinated intercompany
\nindebtedness), is permitted by the operation of the terms of the organizational
\ndocuments of such Foreign Subsidiary, the agreements or other instruments
\nbinding upon such Foreign Subsidiary and laws applicable to such Foreign
\nSubsidiary and does not require prior approval of any Governmental Authority
\nthat has not been obtained.<\/p>\n

“Availability Period<\/u>” means the period from and including the
\nEffective Date to but excluding the earlier of the Maturity Date and the date of
\ntermination of the Commitments.<\/p>\n

“Bankruptcy Event<\/u>” means, with respect to any Person, that such Person
\nhas become the subject of a bankruptcy or insolvency proceeding, or has had a
\nreceiver, conservator, trustee, administrator, custodian, assignee for the
\nbenefit of creditors or similar Person charged with the reorganization or
\nliquidation of its business appointed for it, or, in the good faith
\ndetermination of the Administrative Agent, has taken any action in furtherance
\nof, or indicating its consent to, approval of or acquiescence in, any such
\nproceeding or appointment; provided<\/u> that a Bankruptcy Event shall not
\nresult solely by virtue of any ownership interest, or the acquisition of any
\nownership interest, in such<\/p>\n

5<\/p>\n

\n

<\/p>\n

Person by a Governmental Authority; provided<\/u>, however<\/u>, that
\nsuch ownership interest does not result in or provide such Person with immunity
\nfrom the jurisdiction of courts within the United States of America (or any
\nother applicable jurisdiction) or from the enforcement of judgments or writs of
\nattachment on its assets or permit such Person (or such Governmental Authority)
\nto reject, repudiate, disavow or disaffirm any agreements made by such Person.\n<\/p>\n

“Board of Governors<\/u>” means the Board of Governors of the Federal
\nReserve System of the United States of America.<\/p>\n

“Borrower<\/u>” means the Company or any Borrowing Subsidiary.<\/p>\n

“Borrowing<\/u>” means (a) Revolving Loans of the same Type and denominated
\nin the same currency and to the same Borrower, made, converted or continued on
\nthe same date and, in the case of LIBOR Loans or EURIBOR Loans, as to which a
\nsingle Interest Period is in effect or (b) a Swingline Loan.<\/p>\n

“Borrowing Minimum<\/u>” means (a) in the case of a Borrowing denominated
\nin US Dollars, US$5,000,000 and (b) in the case of a Borrowing denominated in
\nany Alternative Currency, the smallest amount of such Alternative Currency that
\nis a multiple of 1,000,000 units of such currency that has a US Dollar
\nEquivalent of US$5,000,000 or more.<\/p>\n

“Borrowing Multiple<\/u>” means (a) in the case of a Borrowing denominated
\nin US Dollars, US$1,000,000 and (b) in the case of a Borrowing denominated in
\nany Alternative Currency, 1,000,000 units of such currency.<\/p>\n

“Borrowing Request<\/u>” means a request by a Borrower for a Revolving
\nBorrowing in accordance with Section 2.03 or a Swingline Loan in accordance with
\nSection 2.04.<\/p>\n

“Borrowing Subsidiary<\/u>” means any Subsidiary that has been designated
\nas a Borrowing Subsidiary pursuant to Section 2.20 and that has not ceased to be
\na Borrowing Subsidiary as provided in such Section.<\/p>\n

“Borrowing Subsidiary Agreement<\/u>” means a Borrowing Subsidiary
\nAgreement substantially in the form of Exhibit C.<\/p>\n

“Borrowing Subsidiary Termination<\/u>” means a Borrowing Subsidiary
\nTermination substantially in the form of Exhibit D.<\/p>\n

“Business Day<\/u>” means any day that is not a Saturday, Sunday or other
\nday on which commercial banks in New York City are authorized or required by law
\nto remain closed; provided<\/u>, that (a) when used in connection with a LIBOR
\nLoan, the term “Business Day” shall also exclude any day on which banks in
\nLondon are not open for general business, (b) when used in connection with a
\nEURIBOR Loan, the term “Business Day” shall also exclude any day on which banks
\nin London are not open for general business and any day on which the
\nTrans-European Automated Real-time Gross<\/p>\n

6<\/p>\n

\n

<\/p>\n

Settlement Express Transfer (TARGET) payment system is not open for the
\nsettlement of payments in Euros and (c) when used in connection with a Loan to
\nany Borrower organized in a jurisdiction other than the United States of
\nAmerica, the term “Business Day” shall also exclude any day on which commercial
\nbanks in the jurisdiction of organization of such Borrower are not open for
\ngeneral business.<\/p>\n

“Capital Lease Obligations<\/u>” of any Person means the obligations of
\nsuch Person to pay rent or other amounts under any lease of (or other
\narrangement conveying the right to use) real or personal property (or a
\ncombination thereof), which obligations are required to be classified and
\naccounted for as capital leases on a balance sheet of such Person under GAAP as
\nin effect on the date of this Agreement, and the amount of such obligations
\nshall be the capitalized amount thereof determined in accordance with GAAP as in
\neffect on the date of this Agreement. For purposes of Section 6.02, a Capital
\nLease Obligation shall be deemed to be secured by a Lien on the property being
\nleased and such property shall be deemed to be owned by the lessee.<\/p>\n

“Change in Control<\/u>” means (a) the acquisition of ownership, directly
\nor indirectly, beneficially or of record, by any Person or group (within the
\nmeaning of the Exchange Act and the rules of the SEC thereunder as in effect on
\nthe date hereof), of shares representing more than 35% of the aggregate ordinary
\nvoting power represented by the issued and outstanding capital stock of the
\nCompany; or (b) occupation of a majority of the seats (other than vacant seats)
\non the board of directors of the Company by Persons who were neither (i)
\nnominated by the board of directors of the Company nor (ii) appointed by
\ndirectors so nominated.<\/p>\n

“Change in Law<\/u>” means the occurrence, after the date of this
\nAgreement, of any of the following: (a) the adoption of any rule, regulation,
\ntreaty or other law, (b) any change in any rule, regulation, treaty or other law
\nor in the administration, interpretation, implementation or application thereof
\nby any Governmental Authority or (c) the making or issuance of any request,
\nrule, guideline or directive (whether or not having the force of law) of any
\nGovernmental Authority; provided<\/u> that, notwithstanding anything herein to
\nthe contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act
\nand all requests, rules, guidelines or directives thereunder or issued in
\nconnection therewith and (ii) all requests, rules, guidelines or directives
\npromulgated by the Bank for International Settlements, the Basel Committee on
\nBanking Supervision (or any successor or similar authority) or the United States
\nregulatory authorities, in each case pursuant to Basel III, shall in each case
\nshall be deemed to be a “Change in Law”, regardless of the date enacted,
\nadopted, promulgated or issued.<\/p>\n

“Class<\/u>“, when used in reference to (a) any Loan or Borrowing, refers
\nto whether such Loan, or the Loans comprising such Borrowing, are Revolving
\nLoans or Swingline Loans and (b) any Lender, refers to whether such Lender has a
\nLoan of a particular Class.<\/p>\n

“Code<\/u>” means the Internal Revenue Code of 1986.<\/p>\n

7<\/p>\n

\n

<\/p>\n

“Collateralized Letter of Credit<\/u>” means a Letter of Credit that has
\nbeen irrevocably cash collateralized by a Borrower pursuant to arrangements
\nreasonably satisfactory to the Issuing Bank that issued such Letter of Credit.\n<\/p>\n

“Commitment<\/u>” means, with respect to each Lender, the commitment of
\nsuch Lender to make Revolving Loans and to acquire participations in Letters of
\nCredit and Swingline Loans hereunder, expressed as an amount representing the
\nmaximum aggregate amount of such Lender153s Revolving Credit Exposure hereunder,
\nas such commitment may be reduced or increased from time to time pursuant to
\nSection 2.08 or pursuant to assignments by or to such Lender pursuant to Section
\n10.04. The initial amount of each Lender153s Commitment is set forth on Schedule
\n2.01, or in the Assignment and Assumption or Accession Agreement pursuant to
\nwhich such Lender shall have assumed or acquired its Commitment, as applicable.
\nThe initial aggregate amount of the Lenders153 Commitments is US$400,000,000.<\/p>\n

“Company<\/u>” has the meaning assigned to such term in the heading of this
\nAgreement.<\/p>\n

“Connection Income Taxes<\/u>” means Other Connection Taxes that are
\nimposed on or measured by net income (however denominated) or that are franchise
\nTaxes or branch profits Taxes.<\/p>\n

“Consenting Lender<\/u>” has the meaning assigned to such term in Section
\n2.09.<\/p>\n

“Consolidated EBITDA<\/u>” means, for any period, Consolidated Net Income
\nfor such period plus (a) without duplication and to the extent deducted in
\ndetermining such Consolidated Net Income, the sum of (i) consolidated interest
\nexpense for such period, (ii) consolidated income tax expense for such period,
\n(iii) all amounts attributable to depreciation for such period and amortization
\nof intangible assets for such period, (iv) non-cash charges for such period
\n(including non-cash charges for impairment of goodwill and non-cash charges
\nassociated with employee compensation for such period, but excluding, for the
\navoidance of doubt, any additions to bad debt reserves or bad debt expense), (v)
\nnon-recurring cash charges or expenses in connection with dispositions or
\nrestructurings, in an aggregate amount for any period of four consecutive fiscal
\nquarters not to exceed US$25,000,000, (vi) any charges, fees, costs and expenses
\nfor such period related to the consummation of any Acquisition (including any
\nrestructuring charges and any non-recurring integration costs for such period),
\nprovided<\/u> that such charges, fees, costs and expenses are incurred within
\n18 months following the consummation of such Acquisition, in an aggregate amount
\nfor any period of four consecutive fiscal quarters not to exceed US$100,000,000,
\nminus (b) without duplication and to the extent included in determining such
\nConsolidated Net Income, the sum of (i) all extraordinary gains for such period,
\n(ii) equity in net income of unconsolidated affiliates and other minority
\ninterest net income for such period (except to the extent actually distributed
\nor paid to the Company or a Subsidiary), (iii) interest income for such period,
\n(iv) all cash payments in such period in respect of items that were reflected in
\nany prior period as non-cash charges of the sort referred to in clause (a)(iv)
\nabove and (v) noncash items of income for such<\/p>\n

8<\/p>\n

\n

<\/p>\n

period that represent the reversal of any accrual for anticipated cash
\ncharges made in a prior period, but only to the extent such accrual did not
\nreduce Consolidated EBITDA for such prior period, all determined on a
\nconsolidated basis in accordance with GAAP. In the event that the Company or any
\nSubsidiary shall have completed since the beginning of the relevant period an
\nacquisition or disposition of any Person, division or business unit for which
\nthe Company is required to file pro forma financial statements with the SEC,
\nConsolidated EBITDA shall be determined (and if the Company is not so required
\nto file such financial statements, Consolidated EBITDA may, at the election of
\nthe Company exercised in good faith (and so long as such election is also made
\nwith respect to the Adjusted Consolidated Total Indebtedness) be determined) for
\nsuch period on a Pro Forma Basis as if such acquisition or disposition, and any
\nrelated incurrence or repayment of Indebtedness, had occurred at the beginning
\nof such period.<\/p>\n

“Consolidated Net Income<\/u>” means, for any period, the net income or
\nloss of the Company and the Subsidiaries for such period determined on a
\nconsolidated basis in accordance with GAAP (but excluding therefrom any portion
\nthereof attributable to any noncontrolling interest in any Subsidiary);
\nprovided<\/u> that, to the extent included therein, there shall be excluded
\nthe net income or loss attributable to any discontinued operations of the
\nCompany and the Subsidiaries.<\/p>\n

“Consolidated Stockholders153 Equity<\/u>” means, at any time, the
\nstockholders153 equity of the Company at the end of the then most recent period of
\nfour consecutive fiscal quarters for which consolidated financial statements of
\nthe Company have been delivered pursuant to Section 5.01(a) or 5.01(b) or, prior
\nto the delivery of any such financial statements, at July 31, 2011, determined
\non a consolidated basis in accordance with GAAP.<\/p>\n

“Control<\/u>” means the possession, directly or indirectly, of the power
\nto direct or cause the direction of the management or policies of a Person,
\nwhether through the ability to exercise voting power, by contract or otherwise.
\n“Controlling<\/u>” and “Controlled<\/u>” have meanings correlative thereto.\n<\/p>\n

“Credit Party<\/u>” means each Agent, each Issuing Bank, the Swingline
\nLender and each other Lender.<\/p>\n

“Declining Lender<\/u>” has the meaning assigned to such term in Section
\n2.09.<\/p>\n

“Default<\/u>” means any event or condition that constitutes, or upon
\nnotice or lapse of time or both would become, an Event of Default.<\/p>\n

“Defaulting Lender<\/u>” means any Lender that (a) has failed, within two
\nBusiness Days of the date required to be funded or paid, (i) to fund any portion
\nof its Loans, (ii) to fund any portion of its participations in Letters of
\nCredit or Swingline Loans or (iii) to pay to any Credit Party any other amount
\nrequired to be paid by it hereunder, unless, in the case of clause (i) above,
\nsuch Lender notifies the Administrative Agent in writing that such failure is
\nthe result of such Lender153s good faith determination<\/p>\n

9<\/p>\n

\n

<\/p>\n

that a condition precedent to funding (specifically identified in such
\nwriting, including, if applicable, by reference to a specific Default) has not
\nbeen satisfied, (b) has notified the Company or any Credit Party in writing, or
\nhas made a public statement, to the effect that it does not intend or expect to
\ncomply with any of its funding obligations under this Agreement (unless such
\nwriting or public statement indicates that such position is based on such
\nLender153s good-faith determination that a condition precedent (specifically
\nidentified in such writing, including, if applicable, by reference to a specific
\nDefault) to funding a Loan cannot be satisfied) or generally under other
\nagreements in which it commits to extend credit, (c) has failed, within three
\nBusiness Days after request by a Credit Party made in good faith to provide a
\ncertification in writing from an authorized officer of such Lender that it will
\ncomply with its obligations (and is financially able to meet such obligations)
\nto fund prospective Loans and participations in then outstanding Letters of
\nCredit and Swingline Loans, provided that such Lender shall cease to be a
\nDefaulting Lender pursuant to this clause (c) upon such Credit Party153s receipt
\nof such certification in form and substance satisfactory to it and the
\nAdministrative Agent, or (d) has become the subject of a Bankruptcy Event.<\/p>\n

“Effective Date<\/u>” means the date on which the conditions specified in
\nSection 4.01 are satisfied (or waived in accordance with Section 10.02).<\/p>\n

“Eligible Assignee<\/u>” means (a) a Lender, (b) an Affiliate of a Lender,
\n(c) an Approved Fund and (d) any other Person, other than, in each case, a
\nnatural person or the Borrower, any Subsidiary or any other Affiliate of the
\nBorrower.<\/p>\n

“EMU Legislation<\/u>” means the legislative measures of the European Union
\nfor the introduction of, changeover to or operation of the Euro in one or more
\nmember states.<\/p>\n

“Environmental Laws<\/u>” means all material laws, rules, regulations,
\ncodes, ordinances, orders, decrees, judgments, injunctions, notices or binding
\nagreements issued, promulgated or entered into by any Governmental Authority,
\nrelating in any way to the environment, preservation or reclamation of natural
\nresources, the management, release or threatened release of any Hazardous
\nMaterial or to health and safety matters.<\/p>\n

“Environmental Liability<\/u>” means any liability, contingent or otherwise
\n(including any liability for damages, costs of environmental remediation, fines,
\npenalties or indemnities), of the Company or any Subsidiary directly or
\nindirectly resulting from or based upon (a) violation of any Environmental Law,
\n(b) the generation, use, handling, transportation, storage, treatment or
\ndisposal of any Hazardous Materials, (c) exposure to any Hazardous Materials,
\n(d) the release or threatened release of any Hazardous Materials into the
\nenvironment or (e) any contract, agreement or other consensual arrangement
\npursuant to which liability is assumed or imposed with respect to any of the
\nforegoing.<\/p>\n

“ERISA<\/u>” means the Employee Retirement Income Security Act of 1974.\n<\/p>\n

10<\/p>\n

\n

<\/p>\n

“ERISA Affiliate<\/u>” means any trade or business (whether or not
\nincorporated) that, together with the Company, is treated as a single employer
\nunder Section 414(b) or (c) of the Code or, solely for purposes of Section 302
\nof ERISA and Section 412 of the Code, is treated as a single employer under
\nSection 414 of the Code.<\/p>\n

“ERISA Event<\/u>” means (a) any “reportable event”, as defined in Section
\n4043 of ERISA or the regulations issued thereunder with respect to a Plan (other
\nthan an event for which the 30-day notice period is waived); (b) the existence
\nwith respect to any Plan of an “accumulated funding deficiency” (as defined in
\nSection 412 of the Code or Section 302 of ERISA and, on and after the
\neffectiveness of Title I of the Pension Act, any failure by any Plan to satisfy
\nthe minimum funding standards (within the meaning of Section 412 of the Code or
\nSection 302 of ERISA) applicable to such Plan), whether or not waived; (c) the
\nfiling pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an
\napplication for a waiver of the minimum funding standard with respect to any
\nPlan or the failure to make any required contribution to a Multiemployer Plan;
\n(d) the incurrence by the Company or any of its ERISA Affiliates of any
\nliability under Title IV of ERISA with respect to the termination of any Plan or
\nMultiemployer Plan; (e) the receipt by the Company or any ERISA Affiliate from
\nthe PBGC or a plan administrator of any notice relating to an intention to
\nterminate any Plan or Plans or to appoint a trustee to administer any Plan; (f)
\nthe incurrence by the Company or any of its ERISA Affiliates of any liability
\nwith respect to the withdrawal or partial withdrawal from any Plan or
\nMultiemployer Plan; (g) the receipt by the Company or any ERISA Affiliate of any
\nnotice, or the receipt by any Multiemployer Plan from the Company or any ERISA
\nAffiliate of any notice, concerning the imposition of Withdrawal Liability or a
\ndetermination that a Multiemployer Plan is, or is expected to be, insolvent or
\nin reorganization, within the meaning of Title IV of ERISA (or, after the
\neffectiveness of Title II of the Pension Act, that it is in endangered or
\ncritical status, within the meaning of Section 305 of ERISA); or (h) on and
\nafter the effectiveness of Title I of the Pension Act, a determination that any
\nPlan is or is expected to be, in “at-risk” status (as defined in Section
\n303(i)(4)(A) of ERISA or Section 430(i)(4)(A) of the Code).<\/p>\n

“EURIBO Rate<\/u>” means, with respect to any EURIBOR Borrowing for any
\nInterest Period, (a) the applicable Screen Rate or (b) if no Screen Rate is
\navailable for such Interest Period, the arithmetic mean of the rates (rounded
\nupwards to four decimal places), supplied to the Administrative Agent at its
\nrequest by the Reference Banks (or such of the Reference Banks as shall supply
\nsuch rates in response to such request), quoted by the Reference Banks to
\nleading banks in the European interbank market for the offering of deposits in
\nEuro for a period comparable to the Interest Period for such Borrowing, in each
\ncase as of 11:00 a.m., Brussels time, on the Quotation Day.<\/p>\n

“EURIBOR<\/u>“, when used in reference to any Loan or Borrowing, refers to
\nwhether such Loan, or the Loans comprising such Borrowing, are bearing interest
\nat a rate determined by reference to the Adjusted EURIBO Rate.<\/p>\n

“Euro<\/u>” or “ <\/u>” means the single currency unit of the member
\nStates of the European Community that adopt or have adopted the Euro as their
\nlawful currency in<\/p>\n

11<\/p>\n

\n

<\/p>\n

accordance with legislation of the European Community relating to Economic
\nand Monetary Union.<\/p>\n

“Events of Default<\/u>” has the meaning assigned to such term in Article
\nVII.<\/p>\n

“Exchange Act<\/u>” means the Securities Exchange Act of 1934, as amended.\n<\/p>\n

“Exchange Rate<\/u>” means, on any day, for purposes of determining the US
\nDollar Equivalent of any Alternative Currency, the rate at which such
\nAlternative Currency may be exchanged into US Dollars at the time of
\ndetermination on such day as set forth on the Reuters World Currency Page for
\nsuch currency; provided<\/u> that in the event that such rate does not appear
\non the Reuters World Currency Page, the Administrative Agent may use any
\nreasonable method it reasonably deems appropriate to determine such rate, and
\nsuch determination shall be conclusive absent manifest error.<\/p>\n

“Excluded Taxes<\/u>” means any of the following Taxes imposed on or with
\nrespect to a Recipient or required to be withheld or deducted from a payment to
\na Recipient, (a) Taxes imposed on or measured by net income (however
\ndenominated), franchise Taxes, and branch profits Taxes, in each case, (i)
\nimposed as a result of such Recipient being organized under the laws of, or
\nhaving its principal office or, in the case of any Lender, its applicable
\nlending office located in, the jurisdiction imposing such Tax (or any political
\nsubdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of
\na Lender, U.S. Federal withholding Taxes imposed on amounts payable to or for
\nthe account of such Lender with respect to an applicable interest in a Loan
\npursuant to a law in effect on the date on which (i) such Lender acquires such
\ninterest in the Loan (other than pursuant to an assignment request by the
\nCompany under Section 2.19(b)) or (ii) such Lender changes its lending office,
\nexcept in each case to the extent that, pursuant to Section 2.17, amounts with
\nrespect to such Taxes were payable either to such Lender153s assignor immediately
\nbefore such Lender acquired the applicable interest in a Loan or to such Lender
\nimmediately before it changed its lending office, (c) Taxes attributable to such
\nRecipient153s failure to comply with Section 2.17(f) and (d) any U.S. Federal
\nwithholding Taxes imposed under FATCA.<\/p>\n

“Existing Credit Agreement<\/u>” means the Five-Year Credit Agreement dated
\nas of May 11, 2007, as heretofore amended, among the Company, the lenders party
\nthereto, and JPMorgan Chase Bank, N.A., as administrative agent.<\/p>\n

“Existing Maturity Date<\/u>” has the meaning assigned to such term in
\nSection 2.09.<\/p>\n

“FATCA<\/u>” means Sections 1471 through 1474 of the Code, as of the date
\nof this Agreement (or any amended or successor version that is substantively
\ncomparable and not materially more onerous to comply with) and any current or
\nfuture regulations or official interpretations thereof.<\/p>\n

“Federal Funds Effective Rate<\/u>” means, for any day, the weighted
\naverage (rounded upwards, if necessary, to the next 1\/100 of 1.00%) of the rates
\non overnight Federal funds transactions with members of the Federal Reserve
\nSystem arranged by<\/p>\n

12<\/p>\n

\n

<\/p>\n

Federal funds brokers, as published on the next succeeding Business Day by
\nthe Federal Reserve Bank of New York, or, if such rate is not so published for
\nany day that is a Business Day, the average (rounded upwards, if necessary, to
\nthe next 1\/100 of 1.00%) of the quotations for such day for such transactions
\nreceived by the Administrative Agent from three Federal funds brokers of
\nrecognized standing selected by it.<\/p>\n

“Financial Officer<\/u>” means, with respect to any Borrower, the chief
\nexecutive officer, the chief financial officer, the principal accounting
\nofficer, the treasurer, any assistant treasurer or the controller of such
\nBorrower.<\/p>\n

“Foreign Lender<\/u>” means any Lender that is organized under the laws of
\na jurisdiction other than the United States of America, a State thereof or the
\nDistrict of Columbia.<\/p>\n

“Foreign Subsidiary<\/u>” means any Subsidiary of the Company that is
\norganized under the laws of a jurisdiction other than the United States of
\nAmerica, a State thereof or the District of Columbia.<\/p>\n

“GAAP<\/u>” means generally accepted accounting principles in the United
\nStates of America.<\/p>\n

“Governmental Authority<\/u>” means the government of the United States of
\nAmerica, any other nation or any political subdivision thereof, whether state or
\nlocal, and any agency, authority, instrumentality, regulatory body, court,
\ncentral bank or other similar governmental entity exercising executive,
\nlegislative, judicial, taxing, regulatory or administrative powers or functions
\nof or pertaining to government (including any supra-national body exercising
\nsuch powers or functions, such as the European Union or the European Central
\nBank).<\/p>\n

“Guarantee<\/u>” of or by any Person (the “guarantor<\/u>“) means any
\nobligation, contingent or otherwise, of the guarantor guaranteeing or having the
\neconomic effect of guaranteeing any Indebtedness or other obligation of any
\nother Person (the “primary obligor<\/u>“) in any manner, whether directly or
\nindirectly, and including any obligation of the guarantor, direct or indirect,
\n(a) to purchase or pay (or advance or supply funds for the purchase or payment
\nof) such Indebtedness or other obligation or to purchase (or to advance or
\nsupply funds for the purchase of) any security for the payment thereof, (b) to
\npurchase or lease property, securities or services for the purpose of assuring
\nthe owner of such Indebtedness or other obligation of the payment thereof, (c)
\nto maintain working capital, equity capital or any other financial statement
\ncondition or liquidity of the primary obligor so as to enable the primary
\nobligor to pay such Indebtedness or other obligation or (d) as an account party
\nin respect of any letter of credit or letter of guaranty issued to support such
\nIndebtedness or obligation; provided<\/u> that the term Guarantee shall not
\ninclude endorsements for collection or deposit in the ordinary course of
\nbusiness. The amount, as of any date of determination, of any Guarantee shall be
\nthe principal amount outstanding on such date of the Indebtedness or other
\nobligation guaranteed thereby (or, in the case of (i) any Guarantee the terms of
\nwhich limit the monetary exposure of the guarantor or (ii) any Guarantee of an
\nobligation that does not have a<\/p>\n

13<\/p>\n

\n

<\/p>\n

principal amount, the maximum monetary exposure as of such date of the
\nguarantor under such Guarantee (as determined, in the case of clause (i),
\npursuant to such terms or, in the case of clause (ii), in good faith by a
\nFinancial Officer of the Company)).<\/p>\n

“Hazardous Materials<\/u>” means all explosive or radioactive substances or
\nwastes and all hazardous or toxic substances, wastes or other pollutants,
\nincluding petroleum or petroleum distillates, asbestos or asbestos containing
\nmaterials, polychlorinated biphenyls, radon gas, infectious or medical wastes
\nand all other substances or wastes of any nature regulated pursuant to any
\nEnvironmental Law.<\/p>\n

“Hedge Termination Value<\/u>” means, in respect of any one or more Hedging
\nAgreements, after taking into account the effect of any legally enforceable
\nnetting agreements relating to such Hedging Agreements, (a) for any date on or
\nafter the date such Hedging Agreements have been closed out and termination
\nvalues determined in accordance therewith (but not yet paid), such termination
\nvalues, and (b) for any date prior to the date referenced in clause (a), the
\nmark-to-market values for such Hedging Agreements, determined based on one or
\nmore mid-market or other readily available quotations provided by any recognized
\ndealer in Hedging Agreements of such type (which may include a Lender or any
\nAffiliate of a Lender).<\/p>\n

“Hedging Agreement<\/u>” means any interest rate protection agreement,
\nforeign currency exchange agreement, commodity price protection agreement or
\nother interest or currency exchange rate or commodity price hedging arrangement.\n<\/p>\n

“Increasing Lender<\/u>” has the meaning assigned to such term in Section
\n2.08(d).<\/p>\n

“Indebtedness<\/u>” of any Person means, without duplication, (a) all
\nobligations of such Person for borrowed money, (b) all obligations of such
\nPerson evidenced by bonds, debentures, notes or similar instruments, (c) all
\nobligations of such Person under conditional sale or other title retention
\nagreements relating to property acquired by such Person, (d) all obligations of
\nsuch Person in respect of the deferred purchase price of property or services
\n(excluding (i) accounts payable incurred in the ordinary course of business and
\n(ii) earn-outs, hold-backs and similar deferred payment of consideration in
\nacquisitions (but only to the extent that no payment is then owed thereunder)),
\n(e) all Indebtedness of others secured by (or for which the holder of such
\nIndebtedness has an existing right, contingent or otherwise, to be secured by)
\nany Lien on property owned or acquired by such Person, whether or not the
\nIndebtedness secured thereby has been assumed, (f) all Guarantees by such Person
\nof Indebtedness of others, (g) all Capital Lease Obligations of such Person, (h)
\nall Securitization Transactions of such Person, (i) all obligations, contingent
\nor otherwise, of such Person as an account party in respect of letters of credit
\nand letters of guaranty, (j) all obligations, contingent or otherwise, of such
\nPerson in respect of bankers153 acceptances and (k) all Repurchase Obligations.
\nThe Indebtedness of any Person shall include the Indebtedness of any other
\nentity (including any partnership in which such Person is a general partner) to
\nthe extent such Person is liable therefor as a result of such Person153s ownership
\ninterest in or other<\/p>\n

14<\/p>\n

\n

<\/p>\n

relationship with such entity, except to the extent the terms of such
\nIndebtedness provide that such Person is not liable therefor.<\/p>\n

“Indemnified Taxes<\/u>” means (a) Taxes, other than Excluded Taxes,
\nimposed on or with respect to any payment made by or on account of any
\nobligation of any Loan Party under any Loan Document and (b) to the extent not
\notherwise described in clause (a), Other Taxes.<\/p>\n

“Indemnitee<\/u>” has the meaning assigned to such term in Section
\n10.03(b).<\/p>\n

“Index Debt<\/u>” means senior, unsecured, long-term indebtedness for
\nborrowed money of the Company that is not guaranteed by any other Person or
\nsubject to any other credit enhancement.<\/p>\n

“Information Memorandum<\/u>” means the Confidential Information Memorandum
\ndated September 2011 relating to the Company and the Transactions.<\/p>\n

“Interest Election Request<\/u>” means a request by a Borrower to convert
\nor continue a Revolving Borrowing in accordance with Section 2.07.<\/p>\n

“Interest Payment Date<\/u>” means (a) with respect to any ABR Loan (other
\nthan a Swingline Loan), the last day of each March, June, September and
\nDecember, (b) with respect to any LIBOR Loan or EURIBOR Loan, the last day of
\nthe Interest Period applicable to the Borrowing of which such Loan is a part
\nand, in the case of a LIBOR Borrowing or EURIBOR Borrowing with an Interest
\nPeriod of more than three months153 duration, each day prior to the last day of
\nsuch Interest Period that occurs at intervals of three months153 duration after
\nthe first day of such Interest Period and (c) with respect to any Swingline
\nLoan, the day that such Swingline Loan is required to be repaid.<\/p>\n

“Interest Period<\/u>” means, with respect to any LIBOR Borrowing or
\nEURIBOR Borrowing, the period commencing on the date of such Borrowing and
\nending on the numerically corresponding day in the calendar month that is two
\nweeks or one, two, three or six months (or, if agreed to by each Lender, one
\nweek or nine or twelve months) thereafter, as the applicable Borrower may elect;
\nprovided<\/u> that (a) if any Interest Period would end on a day other than a
\nBusiness Day, such Interest Period shall be extended to the next succeeding
\nBusiness Day unless such next succeeding Business Day would fall in the next
\ncalendar month, in which case such Interest Period shall end on the next
\npreceding Business Day and (b) any Interest Period pertaining to a LIBOR
\nBorrowing or EURIBOR Borrowing that commences on the last Business Day of a
\ncalendar month (or on a day for which there is no numerically corresponding day
\nin the last calendar month of such Interest Period) shall end on the last
\nBusiness Day of the last calendar month of such Interest Period. For purposes
\nhereof, the date of a Borrowing initially shall be the date on which such
\nBorrowing is made and thereafter shall be the effective date of the most recent
\nconversion or continuation of such Borrowing.<\/p>\n

“Issuing Bank<\/u>” means JPMorgan Chase Bank, N.A., Citibank N.A., Bank of
\nAmerica, N.A. and each other Lender that shall have become an Issuing Bank
\nhereunder as provided in Section 2.05(j) (other than any Person that shall have
\nceased to<\/p>\n

15<\/p>\n

\n

<\/p>\n

be an Issuing Bank as provided in Section 2.05(k)), each in its capacity as
\nan issuer of Letters of Credit hereunder. Each Issuing Bank may, in its
\ndiscretion, arrange for one or more Letters of Credit to be issued by Affiliates
\nof such Issuing Bank, in which case the term “Issuing Bank” shall include any
\nsuch Affiliate with respect to Letters of Credit issued by such Affiliate (it
\nbeing agreed that such Issuing Bank shall, or shall cause such Affiliate to,
\ncomply with the requirements of Section 2.05 with respect to such Letters of
\nCredit).<\/p>\n

“LC Disbursement<\/u>” means a payment made by any Issuing Bank in respect
\nof a Letter of Credit.<\/p>\n

“LC Expiration Date<\/u>” has the meaning assigned to such term in Section
\n2.05(c).<\/p>\n

“LC Exposure<\/u>” means, at any time, (a) the aggregate undrawn amount of
\nall outstanding Letters of Credit at such time plus (b) the aggregate amount of
\nall LC Disbursements that have not yet been reimbursed by or on behalf of the
\napplicable Borrowers at such time. The LC Exposure of any Lender at any time
\nshall be its Applicable Percentage of the aggregate LC Exposure at such time.\n<\/p>\n

“Lender Parent<\/u>” means, with respect to any Lender, any Person in
\nrespect of which such Lender is a subsidiary.<\/p>\n

“Lenders<\/u>” means the Persons listed on Schedule 2.01 and any other
\nPerson that shall have become a party hereto pursuant to an Assignment and
\nAssumption or an Accession Agreement, other than any such Person that ceases to
\nbe a party hereto pursuant to an Assignment and Assumption. Unless the context
\notherwise requires, the term “Lenders” includes the Swingline Lender.<\/p>\n

“Letter of Credit<\/u>” means any letter of credit issued and outstanding
\nunder this Agreement.<\/p>\n

“LIBO Rate<\/u>” means, with respect to any LIBOR Borrowing denominated in
\nany currency for any Interest Period, the applicable Screen Rate at
\napproximately 11:00 a.m., London time, on the Quotation Date for such currency
\nfor such Interest Period, as the rate for deposits of such currency with a
\nmaturity comparable to such Interest Period. In the event that no Screen Rate is
\navailable for such currency at such time for any reason, then the “LIBO Rate”
\nwith respect to such LIBOR Borrowing denominated in such currency for such
\nInterest Period shall be the rate at which deposits of such currency in an
\namount equal to the Borrowing Minimum for such currency and for a maturity
\ncomparable to such Interest Period are offered by the principal London office of
\nthe Administrative Agent in immediately available funds in the London interbank
\nmarket at approximately 11:00 a.m., London time, on the Quotation Date for such
\ncurrency.<\/p>\n

“LIBOR<\/u>“, when used in reference to any Loan or Borrowing, refers to
\nwhether such Loan, or the Loans comprising such Borrowing, are bearing interest
\nat a rate determined by reference to the Adjusted LIBO Rate.<\/p>\n

16<\/p>\n

\n

<\/p>\n

“Lien<\/u>” means (a) any mortgage, deed of trust, lien, pledge,
\nhypothecation, encumbrance, charge or security interest, (b) the interest of a
\nvendor or a lessor under any conditional sale agreement, capital lease or title
\nretention agreement (or any financing lease having substantially the same
\neconomic effect as any of the foregoing), (c) in the case of securities, any
\npurchase option, call or similar right of a third party with respect to such
\nsecurities and (d) any assignment or sale of any income or revenues (including
\naccounts receivable) or rights in respect thereof.<\/p>\n

“Loan Documents<\/u>” means this Agreement, each Accession Agreement, each
\nagreement referred to in Section 2.05(j) and each promissory note delivered
\npursuant to this Agreement.<\/p>\n

“Loan Party<\/u>” means the Company, in its capacity as a Borrower and as a
\nguarantor of the Obligations of the other Borrowers pursuant to Article IX, and
\neach Borrowing Subsidiary.<\/p>\n

“Loans<\/u>” means the loans made by the Lenders to the Borrowers pursuant
\nto this Agreement.<\/p>\n

“Local Time<\/u>” means (a) with respect to a Loan or Borrowing denominated
\nin US Dollars or any Letter of Credit, New York City time and (b) with respect
\nto a Loan or Borrowing denominated in an Alternative Currency, London time.<\/p>\n

“London Agent<\/u>” means J.P. Morgan Europe Limited, in its capacity as
\nLondon agent for the Lenders hereunder, or any successor appointed in accordance
\nwith Article VIII.<\/p>\n

“Mandatory Costs Rate<\/u>” has the meaning assigned to such term in
\nExhibit E.<\/p>\n

“Material Adverse Effect<\/u>” means (a) a materially adverse effect on the
\nbusiness, assets, operations or financial condition of the Company and the
\nSubsidiaries, taken as a whole, (b) a material impairment of the ability of the
\nCompany to perform its obligations hereunder or (c) a material impairment of the
\nrights or remedies available to the Lenders or the Administrative Agent
\nhereunder.<\/p>\n

“Material Indebtedness<\/u>” means Indebtedness (other than the Loans and
\nLetters of Credit), or obligations in respect of one or more Hedging Agreements,
\nof any one or more of the Company and the Subsidiaries in an aggregate principal
\namount exceeding US$100,000,000. For purposes of determining Material
\nIndebtedness, the “principal amount” of the obligations of the Company or any
\nSubsidiary in respect of (a) any Hedging Agreements at any time shall be the
\nHedge Termination Value thereof at such time and (b) any Securitization
\nTransaction shall be determined as set forth in the definition of such term.\n<\/p>\n

“Material Subsidiary<\/u>” means any Subsidiary (a) that is a Subsidiary
\nBorrower, (b) the consolidated assets of which equal 5.00% or more of the
\nconsolidated assets of the Company and the Subsidiaries as of the last day of
\nthe most recent fiscal<\/p>\n

17<\/p>\n

\n

<\/p>\n

quarter of the Company or (b) the consolidated revenues of which equal 5.00%
\nor more of the consolidated revenues of the Company and the Subsidiaries for the
\nmost recent period of four consecutive fiscal quarters; provided<\/u> that if
\nat the end of the most recent fiscal quarter or for the most recent period of
\nfour consecutive fiscal quarters the consolidated assets or consolidated
\nrevenues of all Subsidiaries that under clauses (b) and (c) above would not
\nconstitute Material Subsidiaries shall have exceeded 15% of the consolidated
\nassets or 15% of the consolidated revenues of the Company and the Subsidiaries,
\nthen one or more of such excluded Subsidiaries shall for all purposes of this
\nAgreement be deemed to be Material Subsidiaries in descending order based on the
\namounts of their consolidated assets until such excess shall have been
\neliminated.<\/p>\n

“Maturity Date<\/u>” means October 20, 2016, as such date may be extended
\npursuant to Section 2.09.<\/p>\n

“Maturity Date Extension Request<\/u>” means a request by the Company,
\nsubstantially in the form of Exhibit F hereto or such other form as shall be
\napproved by the Administrative Agent, for the extension of the Maturity Date
\npursuant to Section 2.09.<\/p>\n

“MNPI<\/u>” means material information concerning the Company and the other
\nSubsidiaries and their securities that has not been disseminated in a manner
\nmaking it available to investors generally, within the meaning of Regulation FD
\nunder the United States Securities Act of 1933 and the Exchange Act.<\/p>\n

“Moody153s<\/u>” means Moody153s Investors Service, Inc., or any successor by
\nmerger or consolidation to its ratings agency business.<\/p>\n

“Multiemployer Plan<\/u>” means a multiemployer plan as defined in Section
\n4001(a)(3) of ERISA which the Company or any ERISA Affiliate (other than any
\nPerson considered an ERISA Affiliate only pursuant to subsection (m) or (o) of
\nCode Section 414) has maintained, sponsored, contributed to or accrued an
\nobligation to contribute to, or has within any of the preceding six plan years
\nmaintained, sponsored, contributed to or accrued an obligation to contribute.\n<\/p>\n

“Non-Consenting Lender<\/u>” means any Lender that withholds its consent to
\nany proposed amendment, modification or waiver that cannot become effective
\nwithout the consent of such Lender under Section 10.02, and that has been
\nconsented to by the Required Lenders.<\/p>\n

“Non-Defaulting Lender<\/u>” means, at any time, any Lender that is not a
\nDefaulting Lender at such time.<\/p>\n

“Obligations<\/u>” means, with respect to any Borrower, the due and
\npunctual payment of (a) the principal of and premium, if any, and interest
\n(including interest accruing during the pendency of any bankruptcy, insolvency,
\nreceivership or other similar proceeding, regardless of whether allowed or
\nallowable in such proceeding) on the Loans made to such Borrower, when and as
\ndue, whether at maturity, by acceleration, upon one or more dates set for
\nprepayment or otherwise, (b) each payment required to be<\/p>\n

18<\/p>\n

\n

<\/p>\n

made by such Borrower under this Agreement in respect of any Letter of
\nCredit, when and as due, including payments in respect of reimbursement of LC
\nDisbursements, interest thereon and obligations to provide cash collateral, and
\n(c) all other monetary obligations, including fees, costs, expenses and
\nindemnities, whether primary, secondary, direct, contingent, fixed or otherwise
\n(including monetary obligations incurred during the pendency of any bankruptcy,
\ninsolvency, receivership or other similar proceeding, regardless of whether
\nallowed or allowable in such proceeding), of such Borrower under this Agreement.\n<\/p>\n

“Other Connection Taxes<\/u>” means, with respect to any Recipient, Taxes
\nimposed as a result of a present or former connection between such Lender or
\nIssuing Bank and the jurisdiction imposing such Taxes (other than a connection
\narising from such Recipient having executed, delivered, become a party to,
\nperformed its obligations under, received payments under, received or perfected
\na security interest under, or engaged in any other transaction pursuant to, or
\nenforced, any Loan Document, or sold or assigned an interest in any Loan
\nDocument).<\/p>\n

“Other Taxes<\/u>” means any and all present or future stamp court or
\ndocumentary, intangible, recording, filing or similar Taxes that arise from any
\npayment made hereunder or from the execution, delivery or enforcement of, or
\notherwise with respect to, any Loan Document, except any such Taxes that are
\nOther Connection Taxes imposed with respect to an assignment (other than an
\nassignment made pursuant to Section 2.19).<\/p>\n

“Participant<\/u>” has the meaning assigned to such term in Section
\n10.04(c).<\/p>\n

“Participant Register<\/u>” has the meaning assigned to such term in
\nSection 10.04(c).<\/p>\n

“PBGC<\/u>” means the Pension Benefit Guaranty Corporation referred to and
\ndefined in ERISA.<\/p>\n

“Pension Act<\/u>” shall mean the Pension Protection Act of 2006.<\/p>\n

“Permitted Liens<\/u>” means:<\/p>\n

(a) Liens imposed by law for Taxes that are not yet due and payable or are
\nbeing contested in compliance with Section 5.05;<\/p>\n

(b) statutory Liens of landlords, carriers, warehousemen, mechanics,
\nmaterialmen and suppliers, and similar Liens imposed by Law, in each case
\nincurred in the ordinary course of business for sums not yet delinquent by more
\nthan 30 days or being contested in good faith;<\/p>\n

(c) Liens incurred and pledges and deposits made in the ordinary course of
\nbusiness in connection with workers153 compensation, disability or unemployment
\ninsurance, old-age pensions, retiree health benefits and other similar plans or
\nprograms and other social security laws or regulations;<\/p>\n

19<\/p>\n

\n

<\/p>\n

(d) deposits to secure the performance of (or to secure letters of credit or
\nletters of guarantee that secure the performance of) bids, trade contracts,
\nleases (other than Indebtedness), statutory obligations, surety and appeal
\nbonds, performance bonds and other obligations of a like nature, in each case in
\nthe ordinary course of business;<\/p>\n

(e) leases, licenses, subleases or sublicenses granted to others (other than
\nas security for Indebtedness) not interfering in any material respect with the
\nordinary conduct of the business of the Company and the Subsidiaries, taken as a
\nwhole;<\/p>\n

(f) (i) easements, covenants, conditions, restrictions, zoning restrictions,
\nbuilding codes, land use laws, leases, subleases, licenses, rights of way, minor
\nirregularities in, or lack of, title and similar encumbrances affecting real
\nproperty, (ii) with respect to any lessee153s or licensee153s interest in real or
\npersonal property, mortgages, liens, rights and obligations and other
\nencumbrances arising by, through or under any owner, lessor or licensor thereof
\nand (iii) leases, licenses, rights and obligations in connection with patents,
\ncopyrights, trademarks, tradenames and other intellectual property, in each case
\nthat do not secure the payment of Indebtedness to the extent, in the case of
\neach of clauses (i), (ii) and (iii), that the Liens referred to therein do not,
\nin the aggregate, materially detract from the value of the affected property as
\nused by the Company or any Subsidiary in the ordinary course of business or
\ninterfere in any material respect with the ordinary conduct of the business of
\nthe Company and the Subsidiaries, taken as a whole;<\/p>\n

(g) judgment liens in respect of judgments that do not constitute an Event of
\nDefault under clause (k) of Article VII, and deposits securing appeal or other
\nsurety bonds related to such judgments;<\/p>\n

(h) Liens in favor of any Governmental Authority (i) to secure partial
\nprogress, advance or other payments pursuant to any contract or statute or (ii)
\nto secure any Indebtedness incurred for the purpose of financing all or part of
\nthe purchase price or cost of constructing or improving the property subject to
\nsuch Liens;<\/p>\n

(i) Liens in favor of customs and revenue authorities arising as a matter of
\nlaw to secure payment of customs duties in connection with the importation of
\ngoods;<\/p>\n

(j) customary landlords153 Liens under leases to which such Person is a party;\n<\/p>\n

(k) Liens arising under short-term repurchase agreements or reverse
\nrepurchase agreements with respect to US Treasury securities or other cash
\nequivalent investments, short-term securities lending and securities borrowing\n<\/p>\n

20<\/p>\n

\n

<\/p>\n

agreements and similar transactions employed in connection with the
\nmanagement of cash and cash equivalents and short-term investments;<\/p>\n

(l) normal and customary rights of setoff, banker153s Liens and similar rights
\nin respect of deposits of cash, or in respect of investment securities accounts,
\nin favor of banks or other depository institutions; and<\/p>\n

(m) sales, assignments, transfers or dispositions of accounts receivable in
\nthe ordinary course of business for purposes of collection (but not as part of
\nany Securitization Transaction or factoring arrangement).<\/p>\n

“Person<\/u>” means any natural person, corporation, limited liability
\ncompany, trust, joint venture, association, company, partnership, Governmental
\nAuthority or other entity.<\/p>\n

“Plan<\/u>” means any employee pension benefit plan (other than a
\nMultiemployer Plan) subject to the provisions of Title IV of ERISA or Section
\n412 of the Code or Section 302 of ERISA, and in respect of which the Company or
\nany ERISA Affiliate is (or, if such plan were terminated, would under Section
\n4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of
\nERISA.<\/p>\n

“Platform<\/u>” has the meaning assigned to such term in Section 10.12(c).\n<\/p>\n

“Prime Rate<\/u>” means the rate of interest per annum publicly announced
\nfrom time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at
\nits principal office in New York City. Each change in the Prime Rate shall be
\neffective from and including the date such change is publicly announced as being
\neffective.<\/p>\n

“Private Side Lender Representatives<\/u>” means, with respect to any
\nLender, representatives of such Lender that are not Public Side Lender
\nRepresentatives.<\/p>\n

“Pro Forma Basis<\/u>“, when used in reference to any computations, means
\nthat such computations are to be made on a basis that gives effect to the
\napplicable acquisition or disposition as if such acquisition or disposition had
\noccurred on the date specified, in a manner consistent with the requirements of
\nthe SEC for pro forma financial information set forth in Article 11 of
\nRegulation S-X under the Exchange Act. If any Indebtedness bears a floating rate
\nof interest and is being given pro forma effect, the interest on such
\nIndebtedness shall be calculated as if the rate in effect on the date of
\ndetermination had been the applicable rate for the entire period (taking into
\naccount any Hedging Agreement applicable to such Indebtedness if such Hedging
\nAgreement has a remaining term in excess of 12 months).<\/p>\n

“Public Side Lender Representatives<\/u>” means, with respect to any
\nLender, representatives of such Lender that do not wish to receive MNPI.<\/p>\n

“Quotation Day<\/u>” means (a) with respect to any currency (other than
\nSterling and Euro) for any Interest Period, two Business Days prior to the first
\nday of such Interest Period, (b) with respect to Sterling for any Interest
\nPeriod, the first day of<\/p>\n

21<\/p>\n

\n

<\/p>\n

such Interest Period and (c) with respect to Euro for any Interest Period,
\nthe day two TARGET Days before the first day of such Interest Period, in each
\ncase unless market practice differs in the Relevant Interbank Market for any
\ncurrency, in which case the Quotation Day for such currency shall be determined
\nby the Applicable Agent in accordance with market practice in the Relevant
\nInterbank Market (and if quotations would normally be given by leading banks in
\nthe Relevant Interbank Market on more than one day, the Quotation Day shall be
\nthe last of those days).<\/p>\n

“Recipient<\/u>” means (a) the Agents, (b) any Lender and (c) any Issuing
\nBank, as applicable.<\/p>\n

“Reference Banks<\/u>” means, in relation to EURIBOR, the principal London
\noffice of JPMorgan Chase Bank, N.A. or such other banks as may be appointed by
\nthe Administrative Agent in consultation with the Company.<\/p>\n

“Register<\/u>” has the meaning assigned to such term in Section
\n10.04(b)(iv).<\/p>\n

“Related Parties<\/u>” means, with respect to any specified Person, such
\nPerson153s Affiliates and the respective directors, officers, members, partners,
\nemployees, agents and advisors of such Person and such Person153s Affiliates.<\/p>\n

“Relevant Interbank Market<\/u>” means (a) with respect to any currency
\nother than Euros, the London interbank market and (b) with respect to Euros, the
\nEuropean interbank market.<\/p>\n

“Repurchase Obligations<\/u>” means, at any time, the aggregate amount of
\nall accrued, absolute or contingent repurchase obligations (including repurchase
\nobligations that become due on a future date) of the Company and the
\nSubsidiaries at such time, in each case to the extent such amounts would be
\nshown as liabilities on a consolidated balance sheet of the Company as of such
\ntime prepared in accordance with GAAP.<\/p>\n

“Required Lenders<\/u>” means, at any time, Lenders having Revolving Credit
\nExposures and unused Commitments representing more than 50% of the aggregate
\nRevolving Credit Exposures and unused Commitments at such time.<\/p>\n

“Revolving Credit Exposure<\/u>” means, with respect to any Lender at any
\ntime, the sum at such time, without duplication, of (a) the sum of the US Dollar
\nEquivalents of the principal amounts of such Lender153s outstanding Revolving
\nLoans, (b) the amount of such Lender153s LC Exposure and (c) the amount of such
\nLender153s Swingline Exposure.<\/p>\n

“Revolving Loan<\/u>” means a Loan made pursuant to Section 2.01.<\/p>\n

“Sale-Leaseback Transaction<\/u>” means any arrangement whereby the Company
\nor a Subsidiary shall sell or transfer any property, real or personal, used or
\nuseful in its business, whether now owned or hereinafter acquired, and
\nthereafter rent or lease such property or other property that it intends to use
\nfor substantially the same purpose or purposes as the property sold or
\ntransferred; provided<\/u> that any such<\/p>\n

22<\/p>\n

\n

<\/p>\n

arrangement entered into within 180 days after the acquisition or
\nconstruction of the subject property shall not be deemed to be a “Sale-Leaseback
\nTransaction”.<\/p>\n

“Screen Rate<\/u>” means (a) in respect of the LIBO Rate for any Interest
\nPeriod, the British Bankers Association Interest Settlement Rate for such
\nInterest Period as set forth on the applicable Reuters screen (and if such
\nservice ceases to be available, another service displaying the appropriate rate
\ndesignated by the Administrative Agent) and (b) in respect of the EURIBO Rate
\nfor any Interest Period, the percentage per annum determined by the Banking
\nFederation of the European Union for such Interest Period as set forth on the
\napplicable Reuters screen (and if such services ceases to be available, another
\nservice displaying the appropriate rate designated by the Administrative Agent).\n<\/p>\n

“SEC<\/u>” means the United States Securities and Exchange Commission.<\/p>\n

“Securitization Transaction<\/u>” means any transfer by the Company or any
\nSubsidiary of accounts receivable or interests therein (a) to a trust,
\npartnership, corporation or other entity, which transfer is funded in whole or
\nin part, directly or indirectly, by the incurrence or issuance by the transferee
\nor successor transferee of indebtedness or other securities that are to receive
\npayments from, or that represent interests in, the cash flow derived from such
\naccounts receivable or interests therein, or (b) directly to one or more
\ninvestors or other purchasers. The “amount” or “principal amount” of any
\nSecuritization Transaction shall be deemed at any time to be the aggregate
\nprincipal or stated amount of the Indebtedness or other securities referred to
\nin the first sentence of this definition or, if there shall be no such principal
\nor stated amount, the uncollected amount of the accounts receivables or
\ninterests therein transferred pursuant to such Securitization Transaction net of
\nany such accounts receivables or interests therein that have been written off as
\nuncollectible.<\/p>\n

“S&P<\/u>” means Standard & Poor153s Ratings Services, a division of
\nThe McGraw-Hill Companies, Inc., or any successor by merger or consolidation to
\nits rating agency business.<\/p>\n

“Specified Post-Acquisition Period<\/u>” means, with respect to any
\nAcquisition, the period beginning on the date such Acquisition is consummated
\nand ending on the date that is 180 days thereafter.<\/p>\n

“Statutory Reserve Rate<\/u>” means a fraction (expressed as a decimal),
\nthe numerator of which is the number one and the denominator of which is the
\nnumber one minus the aggregate of the maximum reserve percentages (including any
\nmarginal, special, emergency or supplemental reserves) expressed as a decimal
\nestablished by the Board of Governors to which the Administrative Agent is
\nsubject for eurocurrency funding (currently referred to as “Eurocurrency
\nLiabilities” in Regulation D of the Board of Governors). Such reserve
\npercentages shall include those imposed pursuant to such Regulation D. LIBOR
\nLoans shall be deemed to constitute eurocurrency funding and to be subject to
\nsuch reserve requirements without benefit of or credit for proration, exemptions
\nor offsets that may be available from time to time to any Lender under such
\nRegulation D or any comparable regulation. The Statutory Reserve Rate shall be\n<\/p>\n

23<\/p>\n

\n

<\/p>\n

adjusted automatically on and as of the effective date of any change in any
\nreserve percentage.<\/p>\n

“Sterling<\/u>” means the lawful currency of the United Kingdom.<\/p>\n

“subsidiary<\/u>” means, with respect to any Person (the “parent<\/u>“)
\nat any date, any corporation, limited liability company, partnership,
\nassociation or other entity the accounts of which would be consolidated with
\nthose of the parent in the parent153s consolidated financial statements if such
\nfinancial statements were prepared in accordance with GAAP as of such date, as
\nwell as any other corporation, limited liability company, partnership,
\nassociation or other entity (a) of which securities or other ownership interests
\nrepresenting more than 50% of the equity or more than 50% of the ordinary voting
\npower or, in the case of a partnership, more than 50% of the general partnership
\ninterests are, as of such date, owned, controlled or held, or (b) that is, as of
\nsuch date, otherwise Controlled, by the parent or one or more subsidiaries of
\nthe parent or by the parent and one or more subsidiaries of the parent.<\/p>\n

“Subsidiary<\/u>” means any subsidiary of the Company.<\/p>\n

“Swingline Exposure<\/u>” means, at any time, the aggregate principal
\namount of all Swingline Loans outstanding at such time. The Swingline Exposure
\nof any Lender at any time shall be such Lender153s Applicable Percentage of the
\naggregate Swingline Exposure.<\/p>\n

“Swingline Lender<\/u>” means JPMorgan Chase Bank, N.A., in its capacity as
\nlender of Swingline Loans hereunder.<\/p>\n

“Swingline Loan<\/u>” means a Loan made pursuant to Section 2.04.<\/p>\n

“Syndication Agents<\/u>” means Citibank, N.A. and Bank of America, N.A.,
\nin their capacities as syndication agents with respect to the credit facility
\nestablished hereunder.<\/p>\n

“TARGET Day<\/u>” means any day on which both (a) the TARGET payment system
\n(or, if such payment system ceases to be operative, such other payment system,
\nif any, determined by the Administrative Agent to be a suitable replacement) is
\nopen for the settlement of payments in Euro and (b) banks in London are open for
\ngeneral business.<\/p>\n

“Taxes<\/u>” means any and all present or future taxes, levies, imposts,
\nduties, deductions, charges or withholdings (including backup withholding)
\nimposed by any Governmental Authority, including any interest, additions to tax
\nor penalties applicable thereto.<\/p>\n

“Transactions<\/u>” means the execution, delivery and performance by the
\nCompany and the other Borrowers of this Agreement, the borrowing of Loans, the
\nuse of proceeds thereof and the issuance of Letters of Credit hereunder.<\/p>\n

24<\/p>\n

\n

<\/p>\n

“Type<\/u>“, when used in reference to any Loan or Borrowing, refers to
\nwhether the rate of interest on such Loan, or on the Loans comprising such
\nBorrowing, is determined by reference to (a) the Adjusted LIBO Rate or the
\nAlternate Base Rate, in the case of Loans denominated in US Dollars, (b) the
\nAdjusted LIBO Rate, in the case of Loans denominated in Alternative Currencies
\n(other than Euros) or (c) the Adjusted EURIBO Rate, in the case of Loans
\ndenominated in Euros.<\/p>\n

“Unrestricted Cash<\/u>” means cash and cash equivalents that are not
\nsubject to any Lien other than any Lien permitted under clause (a) or (l) of the
\ndefinition of the term “Permitted Lien”.<\/p>\n

“Unreimbursed Amount<\/u>” has the meaning assigned to such term in Section
\n2.05(e).<\/p>\n

“U.S. Person<\/u>” means a “United States person” within the meaning of
\nSection 7701(a)(30) of the Code.<\/p>\n

“U.S. Tax Compliance Certificate<\/u>” has the meaning assigned to such
\nterm in Section 2.17(f)(ii)(B)(3).<\/p>\n

“USA Patriot Act<\/u>” means the Uniting and Strengthening America by
\nProviding Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
\n2001.<\/p>\n

“US Borrowing Subsidiary<\/u>” means any Borrowing Subsidiary that is a US
\nSubsidiary.<\/p>\n

“US Dollar Equivalent<\/u>” means, on any date of determination, (a) with
\nrespect to any amount in US Dollars, such amount, and (b) with respect to any
\namount in any Alternative Currency, the equivalent in US Dollars of such amount,
\ndetermined by the Administrative Agent pursuant to Section 1.05 using the
\nExchange Rate with respect to such Alternative Currency at the time in effect
\nunder the provisions of such Section.<\/p>\n

“US Dollars<\/u>” or “US$<\/u>” means the lawful currency of the United
\nStates of America.<\/p>\n

“US Subsidiary<\/u>” means any Subsidiary that is organized under the laws
\nof the United States of America, any State thereof or the District of Columbia.\n<\/p>\n

“Withdrawal Liability<\/u>” means liability to a Multiemployer Plan as a
\nresult of a complete or partial withdrawal from such Multiemployer Plan, as such
\nterms are defined in Part I of Subtitle E of Title IV of ERISA.<\/p>\n

“Withholding Agent<\/u>” means any Loan Party or the Administrative Agent.\n<\/p>\n

“Yen<\/u>” means the lawful currency of Japan.<\/p>\n

SECTION 1.02. Classification of Loans and Borrowings.<\/u> For purposes of
\nthis Agreement, Loans may be classified and referred to by Class (e.g.<\/u>, a
\n“Revolving<\/p>\n

25<\/p>\n

\n

<\/p>\n

Loan”) or by Type (e.g.<\/u>, a “LIBOR Loan”) or by Class and Type
\n(e.g.<\/u>, a “LIBOR Revolving Loan”). Borrowings also may be classified and
\nreferred to by Class (e.g.<\/u>, a “Revolving Borrowing”) or by Type
\n(e.g.<\/u>, a “LIBOR Borrowing”) or by Class and Type (e.g.<\/u>, a “LIBOR
\nRevolving Borrowing”).<\/p>\n

SECTION 1.03. Terms Generally.<\/u> The definitions of terms herein shall
\napply equally to the singular and plural forms of the terms defined. Whenever
\nthe context may require, any pronoun shall include the corresponding masculine,
\nfeminine and neuter forms. The words “include”, “includes” and “including” shall
\nbe deemed to be followed by the phrase “without limitation”. The word “will”
\nshall be construed to have the same meaning and effect as the word “shall”. The
\nword “law” shall be construed as referring to all statutes, rules, regulations,
\ncodes and other laws (including official rulings and interpretations thereunder
\nhaving the force of law or with which affected Persons customarily comply), and
\nall judgments, orders, writs and decrees, of all Governmental Authorities.
\nUnless the context requires otherwise (a) any definition of or reference to any
\nagreement, instrument or other document herein (including this Agreement) shall
\nbe construed as referring to such agreement, instrument or other document as
\nfrom time to time amended, supplemented or otherwise modified (subject to any
\nrestrictions on such amendments, supplements or modifications set forth herein),
\n(b) any reference herein to any Person shall be construed to include such
\nPerson153s successors and assigns (subject to any restriction on assignment set
\nforth herein) and, in the case of any Governmental Authority, any other
\nGovernmental Authority that shall have succeeded to any or all functions
\nthereof, (c) the words “herein”, “hereof” and “hereunder”, and words of similar
\nimport, shall be construed to refer to this Agreement in its entirety and not to
\nany particular provision hereof, (d) any definition of or reference to any
\nstatute, rule or regulation shall be construed as referring thereto as from time
\nto time amended, supplemented or otherwise modified (including by succession of
\ncomparable successor laws), (e) all references herein to Articles, Sections,
\nExhibits and Schedules shall be construed to refer to Articles and Sections of,
\nand Exhibits and Schedules to, this Agreement and (f) the words “asset” and
\n“property” shall be construed to have the same meaning and effect and to refer
\nto any and all real and personal tangible and intangible assets and properties,
\nincluding cash, securities, accounts and contract rights.<\/p>\n

SECTION 1.04. Accounting Terms; GAAP.<\/u> Except as otherwise expressly
\nprovided herein, all terms of an accounting or financial nature shall be
\nconstrued in accordance with GAAP, as in effect from time to time;
\nprovided<\/u> that (a) if the Company notifies the Administrative Agent that
\nthe Company requests an amendment to any provision hereof to eliminate the
\neffect of any change occurring after the date hereof in GAAP or in the
\napplication thereof on the operation of such provision (or if the Administrative
\nAgent notifies the Company that the Required Lenders request an amendment to any
\nprovision hereof for such purpose), regardless of whether any such notice is
\ngiven before or after such change in GAAP or in the application thereof, then
\nsuch provision shall be interpreted on the basis of GAAP as in effect and
\napplied immediately before such change shall have become effective until such
\nnotice shall have been withdrawn or such provision amended in accordance
\nherewith, and (b) notwithstanding any other provision contained herein, all
\nterms of an accounting or financial nature used herein shall be construed, and
\nall computations of amounts and<\/p>\n

26<\/p>\n

\n

<\/p>\n

ratios referred to herein shall be made, without giving effect to any
\nelection under Statement of Financial Accounting Standards 159, The Fair
\nValue Option for Financial Assets and Financial Liabilities<\/em>, or any
\nsuccessor thereto (including pursuant to the Accounting Standards Codification),
\nto value any Indebtedness of the Company or any Subsidiary at “fair value”, as
\ndefined therein, or to any other accounting principle, if in each case, such
\nelection or such other accounting principle results in the amount of such
\nIndebtedness being below or above the stated principal amount of such
\nIndebtedness.<\/p>\n

SECTION 1.05. Currency Translation.<\/u> The Administrative Agent shall
\ndetermine the US Dollar Equivalent of any Borrowing denominated in an
\nAlternative Currency two Business Days prior to the initial Interest Period
\ntherefor and as of the date two Business Days prior to the commencement of each
\nsubsequent Interest Period therefor, in each case using the Exchange Rate in
\neffect on the date of determination, and each such amount shall, except as
\nprovided in the next sentence, be the US Dollar Equivalent of such Borrowing
\nuntil the next required calculation thereof pursuant to this Section. The
\nAdministrative Agent may also determine the US Dollar Equivalent of any
\nBorrowing denominated in an Alternative Currency as of such other dates as such
\nApplicable Agent shall determine, in each case using the Exchange Rate in effect
\non the date of determination, and each such amount shall be the US Dollar
\nEquivalent of such Borrowing until the next calculation thereof pursuant to this
\nSection. The Administrative Agent shall notify the Company and the applicable
\nLenders of each determination of the US Dollar Equivalent of each Borrowing.\n<\/p>\n

ARTICLE II<\/p>\n

The Credits<\/u><\/p>\n

SECTION 2.01. Commitments.<\/u> Subject to the terms and conditions set
\nforth herein, each Lender agrees to make Revolving Loans to the Company and the
\nBorrowing Subsidiaries, denominated in US Dollars or Alternative Currencies,
\nfrom time to time during the Availability Period in an aggregate principal
\namount at any time outstanding that will not result in (a) such Lender153s
\nRevolving Credit Exposure exceeding its Commitment or (b) the sum of the total
\nRevolving Credit Exposures exceeding the total Commitments. Within the foregoing
\nlimits and subject to the terms and conditions set forth herein, the Borrowers
\nmay borrow, prepay and reborrow Revolving Loans.<\/p>\n

SECTION 2.02. Loans and Borrowings.<\/u> (a) Each Revolving Loan shall be
\nmade as part of a Borrowing consisting of Revolving Loans denominated in the
\nsame currency and made by the Lenders ratably in accordance with their
\nrespective Commitments. The failure of any Lender to make any Revolving Loan
\nrequired to be made by it shall not relieve any other Lender of its obligations
\nhereunder; provided<\/u> that the Commitments of the Lenders are several and
\nno Lender shall be responsible for any other Lender153s failure to make Revolving
\nLoans as required.<\/p>\n

(b) Subject to Section 2.14, (i) each Revolving Borrowing denominated in US
\nDollars shall be comprised entirely of ABR Loans or LIBOR Loans, as the
\napplicable<\/p>\n

27<\/p>\n

\n

<\/p>\n

Borrower may request in accordance herewith, (ii) each Revolving Borrowing
\ndenominated in Euros shall be comprised entirely of EURIBOR Loans and (iii) each
\nRevolving Borrowing denominated in an Alternative Currency (other than Euros)
\nshall be comprised entirely of LIBOR Loans. Each Lender at its option may make
\nany Loan by causing any domestic or foreign branch or Affiliate of such Lender
\nto make such Loan; provided<\/u> that any exercise of such option shall not
\naffect the obligation of the applicable Borrower to repay such Loan in
\naccordance with the terms of this Agreement.<\/p>\n

(c) At the commencement of each Interest Period for any LIBOR Revolving
\nBorrowing or EURIBOR Revolving Borrowing, and at the time each ABR Revolving
\nBorrowing is made, such Borrowing shall be in an aggregate amount that is an
\nintegral multiple of the Borrowing Multiple and not less than the Borrowing
\nMinimum; provided<\/u> that an ABR Revolving Borrowing may be in an aggregate
\namount that is equal to the entire unused balance of the Commitments or that is
\nrequired to finance the reimbursement of an LC Disbursement as contemplated by
\nSection 2.05(e). Each Swingline Loan shall be in an integral multiple of
\nUS$1,000,000. Borrowings of more than one Type may be outstanding at the same
\ntime; provided<\/u> that there shall not at any time be more than a total of
\n10 LIBOR Revolving Borrowings and EURIBOR Revolving Borrowings outstanding.<\/p>\n

(d) Notwithstanding any other provision of this Agreement, the Borrowers
\nshall not be entitled to request, or to elect to convert or continue, any
\nBorrowing if the Interest Period requested with respect thereto would end after
\nthe Maturity Date.<\/p>\n

SECTION 2.03. Requests for Revolving Borrowings.<\/u> To request a
\nRevolving Borrowing, the applicable Borrower shall notify the Applicable Agent
\n(a) in the case of a LIBOR Revolving Borrowing denominated in US Dollars, not
\nlater than 12:00 noon, New York City time, three Business Days before the date
\nof the proposed Borrowing, (b) in the case of a LIBOR Revolving Borrowing
\ndenominated in an Alternative Currency or a EURIBOR Revolving Borrowing, not
\nlater than 12:00 noon, Local Time, three Business Days before the proposed
\nBorrowing and (c) in the case of an ABR Revolving Borrowing, not later than 2:00
\np.m., New York City time, one Business Day before the date of the proposed
\nBorrowing. Each such Borrowing Request shall be irrevocable and shall be made by
\nhand delivery or fax to the Applicable Agent of a written Borrowing Request in a
\nform approved by the Applicable Agent and signed by a Financial Officer of the
\napplicable Borrower (or, in the case of any Borrowing denominated in US Dollars,
\nby telephone notification, confirmed promptly by hand delivery or fax to the
\nAdministrative Agent of a written Borrowing Request in a form approved by the
\nAdministrative Agent and signed by a Financial Officer of the applicable
\nBorrower). Each such telephonic or written Borrowing Request shall specify the
\nfollowing information in compliance with Section 2.02:<\/p>\n

(a) the Borrower requesting such Borrowing;<\/p>\n

(b) the currency (which shall be US Dollars or an Alternative Currency) and
\nthe principal amount of such Borrowing;<\/p>\n

28<\/p>\n

\n

<\/p>\n

(c) the date of such Borrowing, which shall be a Business Day;<\/p>\n

(d) if such Borrowing is denominated in US Dollars, the Type of such
\nBorrowing;<\/p>\n

(e) in the case of a LIBOR Borrowing or a EURIBOR Borrowing, the initial
\nInterest Period to be applicable thereto, which shall be a period contemplated
\nby the definition of the term “Interest Period”;<\/p>\n

(f) the location and number of the account to which funds are to be disbursed
\nor, in the case of any ABR Revolving Borrowing requested to finance the
\nreimbursement of an LC Disbursement as provided in Section 2.05(e), the identity
\nof the Issuing Bank that made such LC Disbursement; and<\/p>\n

(g) in the case of a Borrowing by a Borrowing Subsidiary that is not a US
\nBorrowing Subsidiary, the jurisdiction from which payments of the principal and
\ninterest on such Borrowing will be made.<\/p>\n

If no currency is specified with respect to any requested Revolving
\nBorrowing, then the applicable Borrower shall be deemed to have selected US
\nDollars. If no election as to the Type of Revolving Borrowing denominated in US
\nDollars is specified, then the requested Revolving Borrowing shall be an ABR
\nRevolving Borrowing. If no Interest Period is specified with respect to any
\nrequested LIBOR Revolving Borrowing or a EURIBOR Revolving Borrowing, then the
\napplicable Borrower shall be deemed to have selected an Interest Period of one
\nmonth153s duration. Promptly following receipt of a Borrowing Request in
\naccordance with this Section, the Administrative Agent shall advise each Lender
\nof the details thereof and of the amount of such Lender153s Loan to be made as
\npart of the requested Borrowing.<\/p>\n

SECTION 2.04. Swingline Loans.<\/u> (a) Subject to the terms and conditions
\nset forth herein, the Swingline Lender agrees to make Swingline Loans
\ndenominated in US Dollars to the Company and the Borrowing Subsidiaries from
\ntime to time during the Availability Period in an aggregate principal amount at
\nany time outstanding that will not result in (i) the aggregate principal amount
\nof outstanding Swingline Loans exceeding US$50,000,000, (ii) the total Revolving
\nCredit Exposures exceeding the total Commitments and (iii) in the event the
\nExisting Maturity Date shall have been extended as provided in Section 2.09, the
\nsum of the LC Exposure attributable to Letters of Credit expiring after any
\nExisting Maturity Date and the Swingline Exposure attributable to Swingline
\nLoans maturing after such Existing Maturity Date exceeding the total Commitments
\nthat shall have been extended to a date after the latest expiration date of such
\nLetters of Credit and the latest maturity date of such Swingline Loans;
\nprovided<\/u> that the Swingline Lender shall not be required to make a
\nSwingline Loan to refinance an outstanding Swingline Loan. Within the foregoing
\nlimits and subject to the terms and conditions set forth herein, the Borrowers
\nmay borrow, prepay and reborrow Swingline Loans.<\/p>\n

29<\/p>\n

\n

<\/p>\n

(b) To request a Swingline Loan, the applicable Borrower shall notify the
\nAdministrative Agent by telephone, confirmed promptly by hand delivery or fax,
\nnot later than 1:00 p.m., New York City time, on the day of a proposed Swingline
\nLoan. Each such notice shall be irrevocable and shall specify the requested date
\nof such Swingline Loan (which shall be a Business Day) and the principal amount
\nof such Swingline Loan. The Administrative Agent will promptly advise the
\nSwingline Lender of any such notice received by it. The Swingline Lender shall
\nmake each Swingline Loan available to applicable Borrower by means of a credit
\nto the general deposit account of such Borrower with the Swingline Lender (or,
\nin the case of a Swingline Loan identified by the applicable Borrower in its
\nnotice to be made to finance the reimbursement of an LC Disbursement as provided
\nin Section 2.05(e), by remittance to the applicable Issuing Bank identified in
\nsuch notice) by 3:00 p.m., New York City time, on the requested date of such
\nSwingline Loan.<\/p>\n

(c) The Swingline Lender may by written notice given to the Administrative
\nAgent not later than 10:00 a.m., New York City time, on any Business Day require
\nthe Lenders to acquire participations on such Business Day in all or a portion
\nof the Swingline Loans outstanding. Such notice shall specify the aggregate
\namount of Swingline Loans in which the Lenders will be required to participate.
\nPromptly following receipt of such notice, the Administrative Agent will give
\nnotice thereof to each Lender, specifying in such notice such Lender153s
\nApplicable Percentage of such Swingline Loan or Loans. Each Lender hereby
\nabsolutely and unconditionally agrees to pay, upon receipt of notice as provided
\nabove, to the Administrative Agent, for the account of the Swingline Lender,
\nsuch Lender153s Applicable Percentage of such Swingline Loan or Loans. Each Lender
\nacknowledges and agrees that its obligation to acquire participations pursuant
\nto this paragraph in Swingline Loans is absolute and unconditional and shall not
\nbe affected by any circumstance whatsoever, including the occurrence and
\ncontinuance of a Default or reduction or termination of the Commitments, and
\nthat each such payment shall be made without any offset, abatement, withholding
\nor reduction whatsoever. Each Lender further acknowledges and agrees that, in
\nmaking any Swingline Loan, the Swingline Lender shall be entitled to rely, and
\nshall not incur any liability for relying, upon the representation and warranty
\nof the applicable Borrower deemed made pursuant to Section 4.02, unless, at
\nleast one Business Day prior to the time such Swingline Loan was made, the
\nRequired Lenders shall have notified the Swingline Lender (with a copy to the
\nAdministrative Agent) in writing that, as a result of one or more events or
\ncircumstances described in such notice, one or more of the conditions precedent
\nset forth in Section 4.02 would not be satisfied if such Swingline Loan were
\nthen made (it being understood and agreed that, in the event the Swingline
\nLender shall have received any such notice, such Swingline Lender shall not have
\nany obligation to make any Swingline Loan until and unless it shall be satisfied
\nthat the events and circumstances described in such notice shall have been cured
\nor otherwise shall have ceased to exist). Each Lender shall comply with its
\nobligations under this paragraph by wire transfer of immediately available
\nfunds, in the same manner as provided in Section 2.06 with respect to Revolving
\nLoans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to
\nthe payment obligations of the Lenders pursuant to this paragraph), and the
\nAdministrative Agent shall promptly pay to the Swingline Lender the amounts so
\nreceived by it from the Lenders. The Administrative Agent shall notify the
\nrelevant<\/p>\n

30<\/p>\n

\n

<\/p>\n

Borrower of any participations in any Swingline Loan acquired pursuant to
\nthis paragraph, and thereafter payments in respect of such Swingline Loan shall
\nbe made to the Administrative Agent and not to the Swingline Lender. Any amounts
\nreceived by the Swingline Lender from the relevant Borrower (or other party on
\nbehalf of such Borrower) in respect of a Swingline Loan after receipt by the
\nSwingline Lender of the proceeds of a sale of participations therein shall be
\npromptly remitted to the Administrative Agent; any such amounts received by the
\nAdministrative Agent shall be promptly remitted by the Administrative Agent to
\nthe Lenders that shall have made their payments pursuant to this paragraph and
\nto the Swingline Lender, as their interests may appear; provided<\/u> that any
\nsuch payment so remitted shall be repaid to the Swingline Lender or to the
\nAdministrative Agent, as applicable, if and to the extent such payment is
\nrequired to be refunded to any Borrower for any reason. The purchase of
\nparticipations in a Swingline Loan pursuant to this paragraph shall not relieve
\nany Borrower of any default in the payment thereof.<\/p>\n

SECTION 2.05. Letters of Credit.<\/u> (a) General.<\/u> Subject to the
\nterms and conditions set forth herein, any Borrower may request any Issuing Bank
\nto issue Letters of Credit (or to amend, renew or extend outstanding Letters of
\nCredit) denominated in US Dollars for its own account or, so long as the Company
\nis a joint and several co-applicant with respect thereto, for the account of any
\nSubsidiary, in a form reasonably acceptable to the Administrative Agent and the
\napplicable Issuing Bank, at any time and from time to time during the
\nAvailability Period. In the event of any inconsistency between the terms and
\nconditions of this Agreement and the terms and conditions of any form of letter
\nof credit application or other agreement submitted by any Borrower to, or
\nentered into by any Borrower with, an Issuing Bank relating to any Letter of
\nCredit, the terms and conditions of this Agreement shall control. The Company
\nunconditionally and irrevocably agrees that, in connection with any Letter of
\nCredit issued for the account of any Subsidiary as provided in the first
\nsentence of this paragraph, the Company will be fully responsible for the
\nreimbursement of LC Disbursements, the payment of interest thereon and the
\npayment of fees due under Section 2.12(b) to the same extent as if it were the
\nsole account party in respect of such Letter of Credit (the Company hereby
\nirrevocably waiving any defenses that might otherwise be available to it as a
\nguarantor of the obligations of any Subsidiary that shall be an account party in
\nrespect of any such Letter of Credit).<\/p>\n

(b) Notice of Issuance, Amendment, Renewal, Extension; Certain
\nConditions.<\/u> To request the issuance of a Letter of Credit (or the amendment,
\nrenewal or extension of an outstanding Letter of Credit, other than an automatic
\nrenewal permitted pursuant to paragraph (c) of this Section), the requesting
\nBorrower shall deliver (or transmit by electronic communication, if arrangements
\nfor doing so have been approved by the recipient) to the applicable Issuing Bank
\nand the Administrative Agent, reasonably in advance of the requested date of
\nissuance, amendment, renewal or extension, a notice requesting the issuance of a
\nLetter of Credit, or identifying the Letter of Credit to be amended, renewed or
\nextended, and specifying the date of issuance, amendment, renewal or extension
\n(which shall be a Business Day), the date on which such Letter of Credit is to
\nexpire (which shall comply with paragraph (c) of this Section), the amount of
\nsuch Letter of Credit, the name and address of the beneficiary thereof and such
\nother<\/p>\n

31<\/p>\n

\n

<\/p>\n

information as shall be reasonably necessary to enable the applicable Issuing
\nBank to prepare, amend, renew or extend such Letter of Credit. If requested by
\nthe applicable Issuing Bank, the applicable Borrower also shall submit a letter
\nof credit application on such Issuing Bank153s standard form in connection with
\nany request for a Letter of Credit. A Letter of Credit shall be issued, amended,
\nrenewed or extended only if (and upon issuance, amendment, renewal or extension
\nof each Letter of Credit the applicable Borrower shall be deemed to represent
\nand warrant that), after giving effect to such issuance, amendment, renewal or
\nextension (i) the LC Exposure shall not exceed US$75,000,000, (ii) the total
\nRevolving Credit Exposures will not exceed the total Commitments and (iii) in
\nthe event the Existing Maturity Date shall have been extended as provided in
\nSection 2.09, the sum of the LC Exposure attributable to Letters of Credit
\nexpiring after any Existing Maturity Date and the Swingline Exposure
\nattributable to Swingline Loans maturing after such Existing Maturity Date shall
\nnot exceed the total Commitments that shall have been extended to a date after
\nthe latest expiration date of such Letters of Credit and the latest maturity
\ndate of such Swingline Loans.<\/p>\n

(c) Expiration Date.<\/u> Each Letter of Credit shall expire at or prior to
\nthe close of business on the earlier of (i) the date one year after the date of
\nthe issuance of such Letter of Credit (or, in the case of any renewal or
\nextension thereof, one year after such renewal or extension) and (ii) except as
\nset forth below with respect to Collateralized Letters of Credit, the date that
\nis five Business Days prior to the Maturity Date (the “LC Expiration
\nDate<\/u>“); provided<\/u> that at the request of the applicable Borrower, any
\nLetter of Credit may provide for automatic renewals for additional periods of up
\nto one year subject to a right on the part of the applicable Issuing Bank to
\nprevent any such renewal from occurring by giving notice to the beneficiary
\nduring a specified period in advance of any such renewal, and the failure of
\nsuch Issuing Bank to give such notice by the end of such period shall for all
\npurposes hereof be deemed an extension of such Letter of Credit; provided<\/u>
\nfurther<\/u> that in no event shall any Letter of Credit, as extended from
\ntime to time, expire on any date following the LC Expiration Date.
\nNotwithstanding clause (ii) of the preceding sentence, (A) any Collateralized
\nLetter of Credit may, with the consent of the Issuing Bank that issued such
\nCollateralized Letter of Credit, expire on any date following the LC Expiration
\nDate and (B) any Letter of Credit that contains a customary “evergreen”
\nprovision may renew pursuant to such evergreen provision to an expiration date
\nfollowing the LC Expiration Date if such Letter of Credit becomes a
\nCollateralized Letter of Credit at least 15 Business Days prior to the latest
\ndate upon which the applicable Issuing Bank would be entitled to terminate such
\nLetter of Credit prior to its automatic renewal pursuant to such “evergreen”
\nprovision.<\/p>\n

(d) Participations.<\/u> By the issuance of a Letter of Credit (or an
\namendment to a Letter of Credit increasing the amount thereof) and without any
\nfurther action on the part of the applicable Issuing Bank or the Lenders, the
\nIssuing Bank that issued such Letter of Credit hereby grants to each Lender, and
\neach Lender hereby acquires from such Issuing Bank, a participation in such
\nLetter of Credit equal to such Lender153s Applicable Percentage from time to time
\nof the aggregate amount available to be drawn under such Letter of Credit. In
\nconsideration and in furtherance of the foregoing, each Lender hereby absolutely
\nand unconditionally agrees to pay to the Administrative Agent, for the account
\nof such Issuing Bank, such Lender153s Applicable Percentage of each LC<\/p>\n

32<\/p>\n

\n

<\/p>\n

Disbursement made by such Issuing Bank and not reimbursed by the applicable
\nBorrower on the date due as provided in paragraph (e) of this Section, or of any
\nreimbursement payment required to be refunded to the applicable Borrower for any
\nreason. Subject to paragraph (m) of this Section, each Lender acknowledges and
\nagrees that its obligation to acquire participations pursuant to this paragraph
\nin respect of Letters of Credit is absolute and unconditional and shall not be
\naffected by any circumstance whatsoever, including any amendment, renewal or
\nextension of any Letter of Credit or the occurrence and continuance of a Default
\nor reduction or termination of the Commitments, and that each such payment shall
\nbe made without any offset, abatement, withholding or reduction whatsoever. Each
\nLender further acknowledges and agrees that, in issuing, amending, renewing or
\nextending any Letter of Credit, the applicable Issuing Bank shall be entitled to
\nrely, and shall not incur any liability for relying, upon the representation and
\nwarranty of the applicable Borrower deemed made pursuant to Section 4.02,
\nunless, at least one Business Day prior to the time such Letter of Credit is
\nissued, amended, renewed or extended (or, in the case of an automatic renewal
\npermitted pursuant to paragraph (c) of this Section, at least one Business Day
\nprior to the latest date upon which the applicable Issuing Bank would be
\nentitled to terminate such Letter of Credit prior to its automatic renewal), the
\nRequired Lenders shall have notified the applicable Issuing Bank (with a copy to
\nthe Administrative Agent) in writing that, as a result of one or more events or
\ncircumstances described in such notice, one or more of the conditions precedent
\nset forth in Section 4.02 would not be satisfied if such Letter of Credit were
\nthen issued, amended, renewed or extended (it being understood and agreed that,
\nin the event any Issuing Bank shall have received any such notice, no Issuing
\nBank shall have any obligation to issue, amend, renew or extend any Letter of
\nCredit until and unless it shall be satisfied that the events and circumstances
\ndescribed in such notice shall have been cured or otherwise shall have ceased to
\nexist).<\/p>\n

(e) Reimbursement.<\/u> If an Issuing Bank shall make any LC Disbursement
\nin respect of a Letter of Credit, the applicable Borrower shall reimburse such
\nLC Disbursement by paying to the Administrative Agent an amount equal to such LC
\nDisbursement not later than 3:00 p.m., New York City time, on the date that such
\nLC Disbursement is made, if such Borrower shall have received notice of such LC
\nDisbursement prior to 10:00 a.m., New York City time, on such date, or, if such
\nnotice has not been received by such Borrower prior to such time on such date,
\nthen not later than 3:00 p.m., New York City time, on (i) the Business Day that
\nsuch Borrower receives such notice, if such notice is received prior to 10:00
\na.m., New York City time, on the day of receipt, or (ii) the Business Day
\nimmediately following the day that such Borrower receives such notice, if such
\nnotice is not received prior to such time on the day of receipt; provided<\/u>
\nthat the applicable Borrower may, subject to the conditions to borrowing set
\nforth herein, request in accordance with Section 2.03 or 2.04 that such payment
\nbe financed with an ABR Revolving Borrowing or a Swingline Loan in an equivalent
\namount and, to the extent so financed, such Borrower153s obligation to make such
\npayment shall be discharged and replaced by the resulting ABR Revolving
\nBorrowing or Swingline Loan. If such Borrower fails to make such payment when
\ndue, the applicable Issuing Bank shall notify the Administrative Agent of such
\nfailure in accordance with paragraph (l) of this Section, and the Administrative
\nAgent shall in turn notify each Lender of the applicable LC Disbursement, the
\namount of the payment then<\/p>\n

33<\/p>\n

\n

<\/p>\n

due from such Borrower in respect thereof (the “Unreimbursed Amount<\/u>“)
\nand such Lender153s Applicable Percentage thereof. Promptly following receipt of
\nsuch notice, each Lender shall pay to the Administrative Agent its Applicable
\nPercentage of the Unreimbursed Amount, in the same manner as provided in Section
\n2.06 with respect to Revolving Loans made by such Lender (and Section 2.06 shall
\napply, mutatis<\/u> mutandis<\/u>, to the payment obligations of the Lenders
\npursuant to this paragraph), and the Administrative Agent shall promptly pay to
\nsuch Issuing Bank the amounts so received by it from the Lenders. Promptly
\nfollowing receipt by the Administrative Agent of any payment from a Borrower
\npursuant to this paragraph, the Administrative Agent shall distribute such
\npayment to the applicable Issuing Bank or, to the extent that Lenders have made
\npayments pursuant to this paragraph to reimburse such Issuing Bank, then to such
\nLenders and such Issuing Bank, as their interests may appear. Any payment made
\nby a Lender pursuant to this paragraph to reimburse any Issuing Bank for any LC
\nDisbursement (other than the funding of ABR Revolving Loans or a Swingline Loan
\nas contemplated above) shall not constitute a Loan and shall not relieve the
\napplicable Borrower of its obligation to reimburse such LC Disbursement.<\/p>\n

(f) Obligations Absolute.<\/u> Each Borrower153s obligation to reimburse LC
\nDisbursements as provided in paragraph (e) of this Section shall be absolute,
\nunconditional and irrevocable, and shall be performed strictly in accordance
\nwith the terms of this Agreement under any and all circumstances whatsoever and
\nirrespective of (i) any lack of validity or enforceability of any Letter of
\nCredit or this Agreement or any term or provision therein, (ii) any draft or
\nother document presented under a Letter of Credit proving to be forged,
\nfraudulent or invalid in any respect or any statement therein being untrue or
\ninaccurate in any respect, (iii) payment by the applicable Issuing Bank under a
\nLetter of Credit against presentation of a draft or other document that does not
\nstrictly comply with the terms of such Letter of Credit or (iv) any other event
\nor circumstance whatsoever, whether or not similar to any of the foregoing, that
\nmight, but for the provisions of this Section, constitute a legal or equitable
\ndischarge of, or provide a right of setoff against, the applicable Borrower153s
\nobligations hereunder. None of the Agents, the Lenders, the Issuing Banks or any
\nof their Related Parties shall have any liability or responsibility by reason of
\nor in connection with the issuance or transfer of any Letter of Credit or any
\npayment or failure to make any payment thereunder (irrespective of any of the
\ncircumstances referred to in the preceding sentence), or any error, omission,
\ninterruption, loss or delay in transmission or delivery of any draft, notice or
\nother communication under or relating to any Letter of Credit (including any
\ndocument required to make a drawing thereunder), any error in interpretation of
\ntechnical terms or any other event or circumstance; provided<\/u> that nothing
\nin this Section shall be construed to excuse any Issuing Bank from liability to
\nthe applicable Borrower to the extent of any direct damages (as opposed to
\nspecial, indirect, consequential or punitive damages, claims in respect of which
\nare hereby waived by each Borrower to the extent permitted by applicable law)
\nsuffered by such Borrower that are caused by such Issuing Bank153s failure to
\nexercise care when determining whether drafts and other documents presented
\nunder a Letter of Credit comply with the terms thereof. The parties hereto
\nexpressly agree that, in the absence of gross negligence or willful misconduct
\non the part of any Issuing Bank (such absence to be presumed unless otherwise
\ndetermined by a final, non-appealable judgment of a court of competent
\njurisdiction), such Issuing Bank shall be<\/p>\n

34<\/p>\n

\n

<\/p>\n

deemed to have exercised care in each such determination. In furtherance of
\nthe foregoing and without limiting the generality thereof, the parties agree
\nthat, with respect to documents presented that appear on their face to be in
\nsubstantial compliance with the terms of a Letter of Credit, an Issuing Bank
\nmay, in its sole discretion, either accept and make payment upon such documents
\nwithout responsibility for further investigation, regardless of any notice or
\ninformation to the contrary, or refuse to accept and make payment upon such
\ndocuments if such documents are not in strict compliance with the terms of such
\nLetter of Credit.<\/p>\n

(g) Disbursement Procedures.<\/u> The applicable Issuing Bank shall,
\npromptly following its receipt thereof, examine all documents purporting to
\nrepresent a demand for payment under a Letter of Credit issued by it. The
\napplicable Issuing Bank shall promptly notify the Administrative Agent and the
\napplicable Borrower by telephone (confirmed by fax) of such demand for payment
\nand whether such Issuing Bank has made or will make an LC Disbursement
\nthereunder; provided<\/u> that any failure to give or delay in giving such
\nnotice shall not relieve the applicable Borrower of its obligation to reimburse
\nsuch Issuing Bank and the Lenders of their obligations with respect to any such
\nLC Disbursement.<\/p>\n

(h) Interim Interest.<\/u> If an Issuing Bank shall make any LC
\nDisbursement, then, unless the applicable Borrower shall reimburse such LC
\nDisbursement in full on the date such LC Disbursement is made, the unpaid amount
\nthereof shall bear interest, for each day from and including the date such LC
\nDisbursement is made to but excluding the date that such Borrower reimburses
\nsuch LC Disbursement at the rate per annum then applicable to ABR Revolving
\nLoans; provided<\/u> that, if such Borrower fails to reimburse such LC
\nDisbursement when due pursuant to paragraph (e) of this Section, then Section
\n2.13(d) shall apply. Interest accrued pursuant to this paragraph shall be paid
\nto the Administrative Agent for the account of the applicable Issuing Bank,
\nexcept that interest accrued on and after the date of payment by any Lender
\npursuant to paragraph (e) of this Section to reimburse such Issuing Bank shall
\nbe for the account of such Lender to the extent of such payment, and shall be
\npayable on demand or, if no demand has been made, on the date on which the
\napplicable Borrower reimburses the applicable LC Disbursement in full.<\/p>\n

(i) Cash Collateralization.<\/u> If any Event of Default shall occur and be
\ncontinuing, on the Business Day that the Company receives notice from the
\nAdministrative Agent or the Required Lenders (or, if the maturity of the Loans
\nhas been accelerated, Lenders with LC Exposures representing more than 50% of
\nthe aggregate amount of LC Exposure) demanding the deposit of cash collateral
\npursuant to this paragraph, each applicable Borrower shall deposit in respect of
\neach outstanding Letter of Credit issued for such Borrower153s account (or, in the
\ncase of the Company, with respect to which it is a co-applicant), in an account
\nwith the Administrative Agent, in the name of the Administrative Agent and for
\nthe benefit of the Lenders and the applicable Issuing Bank, an amount in cash
\nequal to the portion of the LC Exposure attributable to such Letter of Credit as
\nof such date plus any accrued and unpaid interest thereon; provided<\/u> that
\nthe obligation to cash collateralize shall become effective immediately, and
\nsuch deposit shall become immediately due and payable, without demand or other
\nnotice of<\/p>\n

35<\/p>\n

\n

<\/p>\n

any kind, upon the occurrence of any Event of Default with respect to the
\nCompany or any Borrower described in clause (h) or (i) of Article VII. The
\nBorrowers also shall deposit cash collateral in accordance with this paragraph
\nas and to the extent required by Section 2.11(b) or Section 2.21. Each such
\ndeposit shall be held by the Administrative Agent as collateral for the payment
\nand performance of the obligations of the Borrowers under this Agreement. The
\nAdministrative Agent shall have exclusive dominion and control, including the
\nexclusive right of withdrawal, over such account. Other than any interest earned
\non the investment of such deposits, which investments shall be made at the
\noption and sole discretion of the Administrative Agent and at the Borrowers153
\nrisk and expense, such deposits shall not bear interest. Interest or profits, if
\nany, on such investments shall accumulate in such account. Monies in such
\naccount shall be applied by the Administrative Agent to reimburse the applicable
\nIssuing Banks for LC Disbursements for which they have not been reimbursed and,
\nto the extent not so applied, shall be held for the satisfaction of the
\nreimbursement obligations of the Borrowers for the LC Exposure at such time or,
\nif the maturity of the Loans has been accelerated (but subject to (i) the
\nconsent of Lenders with LC Exposures representing more than 50% of the aggregate
\namount of LC Exposure and (ii) in the case of any such application at a time
\nwhen any Lender is a Defaulting Lender (but only if, after giving effect
\nthereto, the remaining cash collateral shall be less than the aggregate LC
\nExposure of all the Defaulting Lenders), the consent of each Issuing Bank), be
\napplied to satisfy other obligations of the Borrowers under this Agreement. If
\nthe Borrowers are required to provide cash collateral hereunder as a result of
\nthe occurrence of an Event of Default, such cash collateral (to the extent not
\napplied as aforesaid) shall be returned to the Borrowers within three Business
\nDays after all Events of Default have been cured or waived. If the Borrowers are
\nrequired to provide an amount of cash collateral hereunder pursuant to Section
\n2.11(b), such amount (to the extent not applied as aforesaid) shall be returned
\nto the Borrowers as promptly as practicable, to the extent that, after giving
\neffect to such return, the aggregate Revolving Credit Exposure would not exceed
\nthe aggregate Commitments and no Event of Default shall have occurred and be
\ncontinuing. If the Borrowers are required to provide an amount of cash
\ncollateral hereunder pursuant to Section 2.21, such amount (to the extent not
\napplied as aforesaid) shall be returned to the Borrowers as promptly as
\npracticable, to the extent that, after giving effect to such return, no Issuing
\nBank shall have any exposure in respect of any outstanding Letter of Credit that
\nis not fully covered by the Commitments of the Non-Defaulting Lenders and\/or the
\nremaining cash collateral and no Event of Default shall have occurred and be
\ncontinuing.<\/p>\n

(j) Designation of Additional Issuing Banks.<\/u> From time to time, the
\nCompany may by notice to the Administrative Agent and the Lenders designate as
\nadditional Issuing Banks one or more Lenders that agree to serve in such
\ncapacity as provided below. The acceptance by a Lender of any appointment as an
\nIssuing Bank hereunder shall be evidenced by an agreement, which shall be in a
\nform satisfactory to the Company and the Administrative Agent, executed by such
\nLender, the Company and the Administrative Agent and, from and after the
\neffective date of such agreement, (i) such Lender shall have all the rights and
\nobligations of an Issuing Bank under this Agreement and (ii) references herein
\nto the term “Issuing Bank” shall be deemed to include such Lender in its
\ncapacity as an Issuing Bank.<\/p>\n

36<\/p>\n

\n

<\/p>\n

(k) Termination of an Issuing Bank.<\/u> The Company may terminate the
\nappointment of any Issuing Bank as an “Issuing Bank” hereunder by providing a
\nwritten notice thereof to such Issuing Bank and the Administrative Agent. Any
\nsuch termination shall become effective upon the earlier of (i) such Issuing
\nBank acknowledging receipt of such notice and (ii) the 10th Business Day
\nfollowing the date of the delivery thereof. At the time any such termination
\nshall become effective, the Company shall pay all unpaid fees accrued for the
\naccount of the terminated Issuing Bank pursuant to Section 2.12(b). From and
\nafter the effective date of any such termination, the terminated Issuing Bank
\nshall remain a party hereto and shall continue to have all the rights and
\nobligations of an Issuing Bank under this Agreement with respect to Letters of
\nCredit issued by it prior to such replacement, but shall not issue additional
\nLetters of Credit.<\/p>\n

(l) Issuing Bank Reports.<\/u> Unless otherwise agreed by the
\nAdministrative Agent, each Issuing Bank shall report in writing to the
\nAdministrative Agent (i) on or prior to each Business Day on which such Issuing
\nBank issues, amends, renews or extends any Letter of Credit, the date of such
\nissuance, amendment, renewal or extension, and the face amounts of the Letters
\nof Credit issued, amended, renewed or extended by it and outstanding after
\ngiving effect to such issuance, amendment, renewal or extension (and whether the
\namounts thereof shall have changed), it being understood that such Issuing Bank
\nshall not effect any issuance, renewal, extension or amendment resulting in an
\nincrease in the aggregate amount of the Letters of Credit issued by it without
\nfirst obtaining written confirmation from the Administrative Agent that such
\nincrease is then permitted under this Agreement, (ii) on any Business Day on
\nwhich such Issuing Bank makes any LC Disbursement, the date and amount of such
\nLC Disbursement, (iii) on any Business Day on which the applicable Borrower
\nfails to reimburse an LC Disbursement required to be reimbursed to such Issuing
\nBank on such day, the date of such failure and the amount of such LC
\nDisbursement and (iv) on any other Business Day, such other information as the
\nAdministrative Agent shall reasonably request as to the Letters of Credit issued
\nby such Issuing Bank.<\/p>\n

(m) Collateralized Letters of Credit.<\/u> Notwithstanding anything to the
\ncontrary in this Section, the obligations of the Lenders to acquire
\nparticipations in Letters of Credit and to reimburse any Issuing Bank for
\nUnreimbursed Amounts (other than Unreimbursed Amounts arising from LC
\nDisbursements made prior to the Maturity Date) shall terminate with respect to
\nany Collateralized Letter of Credit on the Maturity Date (it being understood
\nthat the Lenders shall continue to participate in, and shall be required to
\nreimburse in accordance with this Section, any LC Disbursement made prior to the
\nMaturity Date). Any participation held by any Lender in a Collateralized Letter
\nof Credit on the Maturity Date (other than in respect of any Unreimbursed
\nAmounts arising from LC Disbursements made prior to the Maturity Date) shall be
\ndeemed to have been assigned on the Maturity Date to the Issuing Bank that
\nissued such Collateralized Letter of Credit.<\/p>\n

SECTION 2.06. Funding of Revolving Borrowings.<\/u> (a) Each Lender shall
\nmake each Revolving Loan to be made by it hereunder on the proposed date thereof
\nby wire transfer of immediately available funds by 1:30 p.m., Local Time, to the
\naccount of the Applicable Agent most recently designated by it for such purpose
\nby notice to the<\/p>\n

37<\/p>\n

\n

<\/p>\n

Lenders. The Applicable Agent will make such Revolving Loans available to the
\napplicable Borrower by promptly remitting the amounts so received, in like
\nfunds, to the account designated by such Borrower in the applicable Borrowing
\nRequest; provided<\/u> that ABR Revolving Loans identified by the applicable
\nBorrower in the applicable Borrowing Request to be made to finance the
\nreimbursement of an LC Disbursement as provided in Section 2.05(e) shall be
\nremitted by the Administrative Agent to the applicable Issuing Bank.<\/p>\n

(b) Unless the Administrative Agent shall have received notice from a Lender
\nprior to the proposed date of any Revolving Borrowing that such Lender will not
\nmake available to the Administrative Agent such Lender153s share of such Revolving
\nBorrowing, the Administrative Agent may assume that such Lender has made such
\nshare available on such date in accordance with paragraph (a) of this Section
\nand may, in reliance upon such assumption, make available to the applicable
\nBorrower a corresponding amount. In such event, if a Lender has not in fact made
\nits share of the applicable Revolving Borrowing available to the Administrative
\nAgent, then the applicable Lender and such Borrower severally agree to pay to
\nthe Administrative Agent forthwith on demand such corresponding amount with
\ninterest thereon, for each day from and including the date such amount is made
\navailable to such Borrower to but excluding the date of payment to the
\nAdministrative Agent, at (i) in the case of such Lender, the rate reasonably
\ndetermined by the Administrative Agent to be the cost to it of funding such
\namount or (ii) in the case of such Borrower, the interest rate applicable to the
\nsubject Revolving Loan pursuant to Section 2.13 (it being understood that
\nnothing in this paragraph shall require any Borrower to pay any interest in
\nduplication of the interest payable under such Section).<\/p>\n

SECTION 2.07. Interest Elections.<\/u> (a) Each Revolving Borrowing
\ninitially shall be of the Type specified in the applicable Borrowing Request or
\nas otherwise provided in Section 2.03 and, in the case of a LIBOR Borrowing or a
\nEURIBOR Borrowing, shall have an initial Interest Period as specified in such
\nBorrowing Request or as otherwise provided in Section 2.03. Thereafter, the
\napplicable Borrower may elect to convert such Revolving Borrowing (if
\ndenominated in US Dollars) to a Revolving Borrowing of a different Type or to
\ncontinue such Revolving Borrowing and, in the case of a LIBOR Borrowing or a
\nEURIBOR Borrowing, may elect Interest Periods therefor, all as provided in this
\nSection and on terms consistent with the other provisions of this Agreement. A
\nBorrower may elect different options with respect to different portions of an
\naffected Revolving Borrowing, in which case each such portion shall be allocated
\nratably among the Lenders holding the Loans comprising such Revolving Borrowing
\nand the Loans resulting from an election made with respect to any such portion
\nshall be considered a separate Revolving Borrowing. This Section shall not apply
\nto Swingline Loans, which may not be converted or continued.<\/p>\n

(b) To make an election pursuant to this Section, the electing Borrower shall
\nnotify the Applicable Agent of such election by the time that a Borrowing
\nRequest would be required under Section 2.03 if such Borrower were requesting a
\nRevolving Borrowing of the Type, and in the currency, resulting from such
\nelection to be made on the effective date of such election. Each such Interest
\nElection Request shall be<\/p>\n

38<\/p>\n

\n

<\/p>\n

irrevocable and shall be made by hand delivery or fax to the Applicable Agent
\nof a written Interest Election Request in a form approved by the Applicable
\nAgent and signed by a Financial Officer on behalf of the applicable Borrower
\n(or, in the case of any Borrowing denominated in US Dollars, by telephonic
\nnotification, confirmed promptly by hand delivery or fax to the Administrative
\nAgent of a written Interest Election Request in a form approved by the
\nAdministrative Agent and signed by a Financial Officer on behalf of the
\napplicable Borrower). Notwithstanding any other provision of this Section, a
\nBorrower shall not be permitted to change the currency of any Borrowing or to
\nelect an Interest Period for LIBOR Loans or EURIBOR Loans that does not comply
\nwith Section 2.02(d).<\/p>\n

(c) Each telephonic and written Interest Election Request shall specify the
\nfollowing information in compliance with Section 2.02:<\/p>\n

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

(ii) the effective date of the election made pursuant to such Interest
\nElection Request, which shall be a Business Day;<\/p>\n

(iii) the Type of the resulting Borrowing, which shall comply with Section
\n2.02(b); and<\/p>\n

(iv) if the resulting Borrowing is to be a LIBOR Borrowing or a EURIBOR
\nBorrowing, the Interest Period to be applicable thereto after giving effect to
\nsuch election, which shall be a period contemplated by the definition of the
\nterm “Interest Period”.<\/p>\n

If any such Interest Election Request requests a LIBOR Revolving Borrowing or
\nEURIBOR Revolving Borrowing but does not specify an Interest Period, then the
\napplicable Borrower shall be deemed to have selected an Interest Period of one
\nmonth153s duration.<\/p>\n

(d) Promptly following receipt of an Interest Election Request, the
\nApplicable Agent shall advise each Lender of the details thereof and of such
\nLender153s portion of each resulting Revolving Borrowing.<\/p>\n

(e) If the applicable Borrower fails to deliver a timely Interest Election
\nRequest with respect to a LIBOR Revolving Borrowing or EURIBOR Revolving
\nBorrowing prior to the end of the Interest Period applicable thereto, then,
\nunless such Borrowing is repaid as provided herein, at the end of such Interest
\nPeriod, (i) in the case of a LIBOR Revolving Borrowing denominated in US
\nDollars, such Borrowing shall be converted to an ABR Revolving Borrowing and
\n(ii) in the case of any other LIBOR Revolving Borrowing or a EURIBOR Revolving
\nBorrowing, such Borrowing shall be<\/p>\n

39<\/p>\n

\n

<\/p>\n

continued as a Borrowing of the applicable Type and currency for an Interest
\nPeriod of one month.<\/p>\n

(f) Notwithstanding any contrary provision hereof, if an Event of Default has
\noccurred and is continuing and the Administrative Agent, at the request of the
\nRequired Lenders, so notifies the Borrowers (provided<\/u> that no such notice
\nshall be required in the case of any Event of Default under clause (h) or (i) of
\nArticle VII with respect to any Borrower), then, so long as an Event of Default
\nis continuing (i) in the case of Borrowings denominated in US Dollars, no
\noutstanding Revolving Borrowing may be converted to or continued as a LIBOR
\nBorrowing and, unless repaid, each LIBOR Revolving Borrowing shall be converted
\nto an ABR Revolving Borrowing at the end of the Interest Period applicable
\nthereto and (ii) in the case of Borrowings denominated in Alternative
\nCurrencies, unless repaid, each LIBOR Revolving Borrowing and EURIBOR Borrowing
\nshall be continued as a LIBOR Revolving Borrowing or a EURIBOR Revolving
\nBorrowing, as applicable, with an Interest Period of one month.<\/p>\n

SECTION 2.08. Termination, Reduction and Increase of Commitments.<\/u> (a)
\nUnless previously terminated, the Commitments shall terminate on the Maturity
\nDate.<\/p>\n

(b) The Company may at any time terminate, or from time to time reduce, the
\nCommitments; provided<\/u> that (i) each reduction of the Commitments shall be
\nin an amount that is an integral multiple of US$1,000,000 and not less than
\nUS$10,000,000 and (ii) the Company shall not terminate or reduce the Commitments
\nif, after giving effect thereto and any concurrent prepayment of the Loans in
\naccordance with Section 2.11, the total Revolving Credit Exposures would exceed
\nthe total Commitments.<\/p>\n

(c) The Company shall notify the Administrative Agent of any election to
\nterminate or reduce the Commitments under paragraph (b) of this Section at least
\nthree Business Days prior to the effective date of such termination or
\nreduction, specifying such election and the effective date thereof. Promptly
\nfollowing receipt of any notice, the Administrative Agent shall advise the
\nLenders of the contents thereof. Each notice delivered by the Company pursuant
\nto this Section shall be irrevocable; provided<\/u> that a notice of
\ntermination of the Commitments delivered by the Company may state that such
\nnotice is conditioned upon the effectiveness of other credit facilities, in
\nwhich case such notice may be revoked by the Company (by notice to the
\nAdministrative Agent on or prior to the specified effective date) if such
\ncondition is not satisfied. Any termination or reduction of the Commitments
\nshall be permanent. Each reduction of the Commitments shall be made ratably
\namong the Lenders in accordance with their respective Commitments.<\/p>\n

(d) The Company may from time to time, by written notice to the
\nAdministrative Agent (which shall promptly deliver a copy to each of the
\nLenders) executed by the Company and one or more financial institutions (which
\nmay include any Lender) that are willing to extend a Commitment or, in the case
\nof any such financial institution that is already a Lender, to increase its
\nCommitment (any such financial institution referred to in this Section being
\ncalled an “Increasing Lender<\/u>“), cause the total Commitments to be
\nincreased by such new or incremental Commitments of the<\/p>\n

40<\/p>\n

\n

<\/p>\n

Increasing Lenders, in an amount for each Increasing Lender as set forth in
\nsuch notice; provided<\/u> that (i) the aggregate principal amount of any
\nincrease in the total Commitments made pursuant to this Section shall not be
\nless than US$25,000,000 and the aggregate principal amount of all such increases
\nshall not exceed US$300,000,000, (ii) each Increasing Lender, if not already a
\nLender hereunder, shall be subject to the prior written approval of the
\nAdministrative Agent, each Issuing Bank and the Swingline Lender (which approval
\nshall not be unreasonably withheld) and (iii) each Increasing Lender, if not
\nalready a Lender hereunder, shall become a party to this Agreement by completing
\nand delivering to the Administrative Agent a duly executed Accession Agreement.
\nNew Commitments and increases in Commitments created pursuant to this Section
\nshall become effective (A) in the case of an Increasing Lender already a Lender
\nunder this Agreement, on the date specified in the applicable notice delivered
\npursuant to this Section and (B) in the case of an Increasing Lender not already
\na Lender under this Agreement, on the effective date of the applicable Accession
\nAgreement. Upon the effectiveness of any Accession Agreement to which any
\nIncreasing Lender is a party, such Increasing Lender shall thereafter be deemed
\nto be a party to this Agreement and shall be entitled to all rights, benefits
\nand privileges accorded a Lender hereunder and subject to all obligations of a
\nLender hereunder. Notwithstanding the foregoing, no increase in the aggregate
\nCommitments (or in the Commitment of any Lender) shall become effective under
\nthis Section unless (1) the Administrative Agent shall have received documents
\nconsistent with those delivered under Sections 4.01(b) and 4.01(c) as to the
\ncorporate power and authority of the Borrowers to borrow hereunder after giving
\neffect to such increase and (2) on the date of such increase, the conditions set
\nforth in Sections 4.02(a) and 4.02(b) shall be satisfied (with all references in
\nsuch Sections to a Borrowing being deemed to be references to such increase and
\nwithout giving effect to the parenthetical in Section 4.02(a)) and the
\nAdministrative Agent shall have received a certificate to that effect dated such
\ndate and executed by a Financial Officer of the Company. Following any extension
\nof a new Commitment or increase of a Lender153s Commitment pursuant to this
\nparagraph, any Loans outstanding prior to the effectiveness of such increase or
\nextension shall continue outstanding until the ends of the respective Interests
\nPeriods applicable thereto, and shall then be repaid and, if the Borrowers shall
\nso elect, refinanced with new Revolving Loans made pursuant to Section 2.01
\nratably in accordance with the Commitments in effect following such extension or
\nincrease.<\/p>\n

SECTION 2.09. Extension of Maturity Date.<\/u> The Company may, by delivery
\nof a Maturity Date Extension Request to the Administrative Agent (which shall
\npromptly deliver a copy to each of the Lenders) not less than 45 days and not
\nmore than 75 days prior to any anniversary of the Effective Date, request that
\nthe Lenders extend the Maturity Date for an additional period of one year;
\nprovided<\/u> that there shall be no more than two extensions of the Maturity
\nDate pursuant to this Section. Each Lender shall, by notice to the Company and
\nthe Administrative Agent given not later than the 20th day after the date of the
\nAdministrative Agent153s receipt of the Maturity Date Extension Request from the
\nCompany, advise the Company whether or not it agrees to the requested extension
\n(each Lender agreeing to a requested extension being called a “Consenting
\nLender<\/u>“, and each Lender declining to agree to a requested extension being
\ncalled a “Declining Lender<\/u>“). Any Lender that has not so advised the
\nCompany and the Administrative Agent by such day shall be deemed to have
\ndeclined to agree to such<\/p>\n

41<\/p>\n

\n

<\/p>\n

extension and shall be a Declining Lender. If Lenders constituting the
\nRequired Lenders shall have agreed to a Maturity Date Extension Request, then
\nthe Maturity Date shall, as to the Consenting Lenders, be extended to the first
\nanniversary of the Maturity Date theretofore in effect. The decision to agree or
\nwithhold agreement to any Maturity Date Extension Request shall be at the sole
\ndiscretion of each Lender. The Commitment of any Declining Lender shall
\nterminate on the Maturity Date in effect prior to giving effect to any such
\nextension (such Maturity Date being called the “Existing Maturity
\nDate<\/u>“). The principal amount of any outstanding Loans made by Declining
\nLenders, together with any accrued interest thereon and any accrued fees and
\nother amounts payable to or for the account of such Declining Lenders hereunder,
\nshall be due and payable on the Existing Maturity Date, and on the Existing
\nMaturity Date the Borrowers shall also make such other prepayments of their
\nLoans pursuant to Section 2.11 as shall be required in order that, after giving
\neffect to the termination of the Commitments of, and all payments to, Declining
\nLenders pursuant to this sentence, the total Revolving Credit Exposures would
\nnot exceed the total Commitments. Notwithstanding the foregoing provisions of
\nthis paragraph, the Company shall have the right, pursuant to and in accordance
\nwith Section 2.19(b), at any time prior to the Existing Maturity Date, to
\nreplace a Declining Lender with a Lender or other financial institution that
\nwill agree to the applicable Maturity Date Extension Request, and any such
\nreplacement Lender shall for all purposes constitute a Consenting Lender.
\nNotwithstanding the foregoing, (a) the Availability Period and the Maturity Date
\n(without taking into consideration any extension pursuant to this Section 2.09),
\nas such terms are used in reference to any Issuing Bank or any Letters of Credit
\nissued by such Issuing Banks or the Swingline Lender or any Swingline Loans made
\nby the Swingline Lender, may not be extended without the prior written consent
\nof such Issuing Bank or the Swingline Lender, as applicable (it being understood
\nand agreed that, in the event any Issuing Bank or the Swingline Lender shall not
\nhave consented to any such extension, (i) such Issuing Bank or the Swingline
\nLender, as applicable, shall continue to have all the rights and obligations of
\nan Issuing Bank or the Swingline Lender, as applicable, hereunder through the
\nExisting Maturity Date (or the Availability Period determined on the basis
\nthereof, as applicable), and thereafter shall have no obligation to issue,
\namend, extend or renew any Letter of Credit or to make any Swingline Loan, as
\napplicable (but shall, in each case, continue to be entitled to the benefits of
\nSections 2.04, 2.05, 2.15, 2.17, 10.03 and 10.09, as applicable, as to Letters
\nof Credit or Swingline Loans issued or made prior to such time), and (ii) the
\nBorrowers shall cause the LC Exposure attributable to Letters of Credit issued
\nby such Issuing Bank and the Swingline Exposure to be zero no later than the day
\non which such LC Exposure or Swingline Exposure, as applicable, would have been
\nrequired to have been reduced to zero in accordance with the terms hereof
\nwithout giving effect to any effectiveness of the extension of the applicable
\nExisting Maturity Date pursuant to this paragraph (and, in any event, no later
\nthan the Existing Maturity Date)) and (b) no extension of the Maturity Date
\npursuant to this paragraph shall become effective unless on the anniversary of
\nthe Effective Date that immediately follows the date on which the Company
\ndelivers the applicable Maturity Date Extension Request, the conditions set
\nforth in Section 4.02 shall be satisfied (with all references in such Section to
\na Borrowing being deemed to be references to such extension and without giving
\neffect to the parenthetical in Section 4.02(a)) and, if reasonably requested by
\nthe Administrative Agent, the Administrative<\/p>\n

42<\/p>\n

\n

<\/p>\n

Agent shall have received a certificate to that effect dated such date and
\nexecuted by a Financial Officer of the Company as well as documents consistent
\nwith those delivered under Sections 4.01(b) and 4.01(c) as to the corporate
\npower and authority of the Borrowers to borrow hereunder after giving effect to
\nsuch extension.<\/p>\n

SECTION 2.10. Repayment of Loans; Evidence of Debt.<\/u> (a) Each Borrower
\nhereby unconditionally promises to pay to (i) the Applicable Agent for the
\naccount of each Lender the then unpaid principal amount of each Revolving Loan
\nmade to such Borrower on the Maturity Date (in the case of any Declining Lender,
\nwithout giving effect to the extension thereof pursuant to Section 2.09) and
\n(ii) the Swingline Lender the then unpaid principal amount of each Swingline
\nLoan made to such Borrower on the earlier of the Maturity Date and the first
\nBusiness Day after such Swingline Loan is made that is the 15th day or the last
\nday of a calendar month and that is at least two Business Days after the day on
\nwhich such Swingline Loan shall have been made; provided<\/u> that on each
\ndate on which a Revolving Borrowing is made by a Borrower, such Borrower shall
\nrepay all Swingline Loans then outstanding for the account of such Borrower.\n<\/p>\n

(b) Each Lender shall maintain in accordance with its usual practice an
\naccount or accounts evidencing the indebtedness of each Borrower to such Lender
\nresulting from each Loan made by such Lender, including the amounts of principal
\nand interest payable and paid to such Lender from time to time hereunder.<\/p>\n

(c) The Agents shall maintain accounts in which they shall record (i) the
\namount of each Loan made hereunder, the Class, Type and currency thereof and, if
\napplicable, the Interest Period applicable thereto, (ii) the amount of any
\nprincipal or interest due and payable or to become due and payable from each
\nBorrower to each Lender hereunder and (iii) the amount of any sum received by
\nthe Agents hereunder for the account of the Lenders and each Lender153s share
\nthereof.<\/p>\n

(d) The entries made in the accounts maintained pursuant to paragraph (b) or
\n(c) of this Section shall be prima facie<\/u> evidence of the existence and
\namounts of the obligations recorded therein absent manifest error;
\nprovided<\/u> that the failure of any Lender or any Agent to maintain such
\naccounts or any error therein shall not in any manner affect the obligation of
\nany Borrower to repay the Loans or pay any other amounts due hereunder in
\naccordance with the terms of this Agreement.<\/p>\n

(e) Any Lender may request that Loans made by it be evidenced by a promissory
\nnote. In such event, each Borrower shall prepare, execute and deliver to such
\nLender a promissory note payable to the order of such Lender (or, if requested
\nby such Lender, to such Lender and its registered assigns) and in a form
\napproved by the Company and the Administrative Agent. Thereafter, the Loans
\nevidenced by such promissory note and interest thereon shall at all times
\n(including after assignment pursuant to Section 10.04) be represented by one or
\nmore promissory notes in such form payable to the order of the payee named
\ntherein (or, if such promissory note is a registered note, to such payee and its
\nregistered assigns).<\/p>\n

43<\/p>\n

\n

<\/p>\n

SECTION 2.11. Prepayment of Loans.<\/u> (a) Any Borrower shall have the
\nright at any time and from time to time to prepay any Borrowing of such Borrower
\nin whole or in part, subject to prior notice in accordance with paragraph (d) of
\nthis Section.<\/p>\n

(b) If the total Revolving Credit Exposures shall exceed the total
\nCommitments, then (i) if any Revolving Borrowings or Swingline Loans are
\noutstanding, (A) on the last day of any Interest Period for any LIBOR Revolving
\nBorrowing or EURIBOR Revolving Borrowing and (B) on each other day on which any
\nABR Revolving Borrowing or Swingline Loan shall be outstanding, the Borrowers
\nshall prepay Revolving Borrowings, and Swingline Loans in an aggregate amount
\nequal to the lesser of (x) the amount necessary to eliminate such excess (after
\ngiving effect to any other prepayment of Loans on such day) and (y) the amount
\nof the applicable Borrowings referred to in clause (A) or (B), as applicable,
\nand (ii) if no Revolving Borrowings or Swingline Loans are outstanding, deposit
\ncash collateral in an account with the Administrative Agent pursuant to Section
\n2.05(i) in an aggregate amount equal to the lesser of (A) the amount equal to
\nsuch excess and (B) the aggregate amount of the LC Exposures. If the total
\nRevolving Credit Exposure on the last day of any month shall exceed 105% of the
\ntotal Commitments, then the Borrowers shall, not later than the next Business
\nDay, prepay one or more Revolving Borrowings or Swingline Loans (and, if no
\nRevolving Borrowings or Swingline Loans are outstanding, deposit cash collateral
\nin an account with the Administrative Agent pursuant to Section 2.05(i)) in the
\namount necessary to eliminate such excess.<\/p>\n

(c) Prior to any optional or mandatory prepayment of Borrowings hereunder,
\nthe Borrowers shall select the Borrowing or Borrowings to be prepaid and shall
\nspecify such selection in the notice of such prepayment pursuant to paragraph
\n(d) of this Section.<\/p>\n

(d) The applicable Borrower shall notify the Applicable Agent (and, in the
\ncase of prepayment of a Swingline Loan, the Swingline Lender) by a written
\nnotice signed by a Financial Officer on behalf of the applicable Borrower of any
\nprepayment of a Borrowing hereunder (i) in the case of a LIBOR Borrowing
\ndenominated in US Dollars, not later than 12:00 noon, New York City time, three
\nBusiness Days before the date of such prepayment (or, in the case of a
\nprepayment under paragraph (b) above, as soon thereafter as practicable), (ii)
\nin the case of a LIBOR Borrowing denominated in an Alternative Currency or a
\nEURIBOR Borrowing, not later than 12:00 noon, Local Time, three Business Days
\nbefore the date of such prepayment (or, in the case of a prepayment under
\nparagraph (b) above, as soon thereafter as practicable), (iii) in the case of an
\nABR Revolving Borrowing, not later than 12:00 noon, New York City time, on the
\ndate of such prepayment and (iv) in the case of prepayment of a Swingline Loan,
\nnot later than 12:00 noon, New York City time, on the date of such prepayment.
\nEach such notice shall be irrevocable and shall specify the prepayment date and
\nthe principal amount of each Borrowing or portion thereof to be prepaid;
\nprovided<\/u> that, if a notice of optional prepayment is given in connection
\nwith a conditional notice of termination of the Commitments as contemplated by
\nSection 2.08(c), then such notice of prepayment may be revoked if such notice of
\ntermination is revoked in accordance with Section 2.08(c). Promptly following
\nreceipt of any such notice, the Applicable Agent shall advise the<\/p>\n

44<\/p>\n

\n

<\/p>\n

Lenders of the contents thereof. Each optional partial prepayment of any
\nBorrowing shall be in an amount that would be permitted in the case of an
\nadvance of a Borrowing of the same Type and currency as provided in Section
\n2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans
\nincluded in the prepaid Borrowing.<\/p>\n

SECTION 2.12. Fees.<\/u> (a) The Company agrees to pay to the
\nAdministrative Agent for the account of each Lender a facility fee, which shall
\naccrue at the Applicable Rate on the daily amount of the Commitment of such
\nLender (whether used or unused) during the period from and including the
\nEffective Date to but excluding the date on which such Commitment terminates;
\nprovided<\/u> that if such Lender continues to have any Revolving Credit
\nExposure after its Commitment terminates, then such facility fee shall continue
\nto accrue on the daily amount of such Lender153s Revolving Credit Exposure from
\nand including the date on which its Commitment terminates to but excluding the
\ndate on which such Lender ceases to have any Revolving Credit Exposure. Accrued
\nfacility fees shall be payable in arrears on the last day of March, June,
\nSeptember and December of each year, commencing on the first such date to occur
\nafter the Effective Date, and on the date on which the Commitments shall have
\nterminated and the Lenders shall have no Revolving Credit Exposure;
\nprovided<\/u> that facility fees accruing after the Commitments shall have
\nterminated shall be payable on demand. All facility fees shall be computed on
\nthe basis of a year of 360 days and shall be payable for the actual number of
\ndays elapsed (including the first day but excluding the last day).<\/p>\n

(b) The Company agrees to pay (i) to the Administrative Agent for the account
\nof each Lender a participation fee with respect to its participations in Letters
\nof Credit, which shall accrue at the same Applicable Rate used to determine the
\ninterest rate applicable to LIBOR Revolving Loans on the average daily amount of
\nsuch Lender153s LC Exposure (excluding any portion thereof attributable to
\nunreimbursed LC Disbursements) during the period from and including the
\nEffective Date to but excluding the later of the date on which such Lender153s
\nCommitment terminates and the date on which such Lender ceases to have any LC
\nExposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at
\n0.125% per annum on the average daily amount of the LC Exposure attributable to
\nLetters of Credit issued by such Issuing Bank (excluding any portion thereof
\nattributable to unreimbursed LC Disbursements) during the period from and
\nincluding the Effective Date to but excluding the later of the date of
\ntermination of the Commitments and the date on which there ceases to be any LC
\nExposure, as well as such Issuing Bank153s standard fees with respect to the
\nissuance, amendment, renewal or extension of any Letter of Credit or processing
\nof drawings thereunder. Accrued participation fees and fronting fees shall be
\npayable in arrears on the last day of March, June, September and December of
\neach year, commencing on the first such date to occur after the Effective Date;
\nprovided<\/u> that all such fees shall be payable on the date on which the
\nCommitments terminate and any such fees accruing after the date on which the
\nCommitments terminate shall be payable on demand. Any other fees payable to an
\nIssuing Bank pursuant to this paragraph shall be payable within 10 days after
\ndemand. All participation fees and fronting fees shall be computed on the basis
\nof a year of 360 days and shall be payable for the actual number of days elapsed
\n(including the first day but excluding the last day).<\/p>\n

45<\/p>\n

\n

<\/p>\n

(c) The Company agrees to pay to the Administrative Agent, for its own
\naccount, fees payable in the amounts and at the times separately agreed upon
\nbetween the Company and the Administrative Agent.<\/p>\n

(d) All fees payable hereunder shall be paid on the dates due, in immediately
\navailable funds, to the Administrative Agent (or to the Issuing Banks, in the
\ncase of fees payable to it) for distribution, in the case of facility fees and
\nLetter of Credit participation fees, to the Persons entitled thereto. Fees paid
\nshall not be refundable under any circumstances.<\/p>\n

SECTION 2.13. Interest.<\/u> (a) The Loans comprising each ABR Borrowing
\n(including each Swingline Loan) shall bear interest at the Alternate Base Rate
\nplus the Applicable Rate set forth under the caption “ABR Margin” in the
\ndefinition of such term.<\/p>\n

(b) The Loans comprising each LIBOR Revolving Borrowing shall bear interest
\nat the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing
\nplus the Applicable Rate set forth under the caption “LIBOR\/EURIBOR Margin” in
\nthe definition of such term.<\/p>\n

(c) The Loans comprising each EURIBOR Revolving Borrowing shall bear interest
\nat the Adjusted EURIBO Rate for the Interest Period in effect for such Borrowing
\nplus the Applicable Rate set forth under the caption “LIBOR\/EURIBOR Margin” in
\nthe definition of such term.<\/p>\n

(d) Notwithstanding the foregoing, if any principal of or interest on any
\nLoan or any fee or other amount payable by any Borrower hereunder is not paid
\nwhen due, whether at stated maturity, upon acceleration or otherwise, such
\noverdue amount shall bear interest, after as well as before judgment, at a rate
\nper annum equal to (i) in the case of overdue principal of any Loan, 2.00% per
\nannum plus the rate otherwise applicable to such Loan as provided in the
\npreceding paragraphs of this Section or (ii) in the case of any other amount,
\n2.00% per annum plus the rate applicable to ABR Loans as provided in paragraph
\n(a) of this Section.<\/p>\n

(e) Accrued interest on each Loan shall be payable in arrears on each
\nInterest Payment Date for such Loan and upon termination of the Commitments;
\nprovided<\/u> that (i) interest accrued pursuant to paragraph (d) of this
\nSection shall be payable on demand, (ii) in the event of any repayment or
\nprepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior
\nto the end of the Availability Period), accrued interest on the principal amount
\nrepaid or prepaid shall be payable on the date of such repayment or prepayment
\nand (iii) in the event of any conversion or continuation of any LIBOR Revolving
\nLoan or any EURIBO Revolving Loan prior to the end of the current Interest
\nPeriod therefor, accrued interest on such Loan shall be payable on the effective
\ndate of such conversion or continuation. All interest shall be payable in the
\ncurrency in which the applicable Loan is denominated.<\/p>\n

46<\/p>\n

\n

<\/p>\n

(f) All interest hereunder shall be computed on the basis of a year of 360
\ndays, except that (a) interest on Borrowings denominated in Sterling shall be
\ncomputed on the basis of a year of 365 days and (b) interest computed by
\nreference to the Alternate Base Rate at times when the Alternate Base Rate is
\nbased on the Prime Rate shall be computed on the basis of a year of 365 days (or
\n366 days in a leap year), and in each case shall be payable for the actual
\nnumber of days elapsed (including the first day but excluding the last day). The
\napplicable Adjusted LIBO Rate, Adjusted EURIBO Rate or Alternate Base Rate shall
\nbe determined by the Applicable Agent, and such determination shall be
\nconclusive absent manifest error.<\/p>\n

SECTION 2.14. Alternate Rate of Interest.<\/u> If prior to the commencement
\nof any Interest Period for a LIBOR Borrowing or a EURIBOR Borrowing:<\/p>\n

(a) the Applicable Agent determines (which determination shall be conclusive
\nabsent manifest error) that adequate and reasonable means do not exist for
\nascertaining the Adjusted LIBO Rate or the Adjusted EURIBO Rate, as the case may
\nbe, for such Interest Period; or<\/p>\n

(b) the Applicable Agent is advised by the Required Lenders that the Adjusted
\nLIBO Rate or Adjusted EURIBO Rate, as the case may be, for such Interest Period
\nwill not adequately and fairly reflect the cost to such Lenders of making or
\nmaintaining the Loans included in such Borrowing for such Interest Period;<\/p>\n

then the Applicable Agent shall give notice thereof to the applicable
\nBorrower and the Lenders by telephone or fax as promptly as practicable
\nthereafter and, until the Applicable Agent notifies the applicable Borrower and
\nthe Lenders that the circumstances giving rise to such notice no longer exist,
\n(i) any Interest Election Request that requests the conversion of any Revolving
\nBorrowing to, or continuation of any Revolving Borrowing as, an affected LIBOR
\nBorrowing or EURIBOR Borrowing, as the case may be, shall be ineffective, (ii)
\nany affected LIBOR Borrowing shall (A) if denominated in US Dollars, be
\ncontinued as an ABR Borrowing, or (B) otherwise, bear interest, from and after
\nthe end of the immediately preceding Interest Period applicable thereto, at a
\nrate equal to the rate per annum determined by the Administrative Agent to be
\nrepresentative of the Lenders153 cost of funding the applicable Loans (with the
\napplicable Borrower and each Lender agreeing that the Administrative Agent may
\nmake such determination in any manner it determines is reasonable, and that such
\ndetermination shall be conclusive) plus the Applicable Rate set forth under the
\ncaption “LIBOR\/EURIBOR Margin” in the definition of such term, (iii) any
\naffected EURIBOR Borrowing shall bear interest, from and after the end of the
\nimmediately preceding Interest Period applicable thereto, at a rate equal to the
\nrate per annum determined by the Administrative Agent to be representative of
\nthe Lenders153 cost of funding the applicable Loans (with the applicable Borrower
\nand each Lender agreeing that the Administrative Agent may make such
\ndetermination in any manner it determines is reasonable, and that such
\ndetermination shall be conclusive) plus the Applicable Rate set forth under the
\ncaption “LIBOR\/EURIBOR Margin” in the definition of such term and (iv) any
\nBorrowing Request for an affected LIBOR Borrowing or EURIBOR Borrowing shall (A)\n<\/p>\n

47<\/p>\n

\n

<\/p>\n

in the case of a Borrowing denominated in US Dollars, be deemed to be a
\nrequest for an ABR Revolving Borrowing or (B) in all other cases, be
\nineffective.<\/p>\n

SECTION 2.15. Increased Costs.<\/u> (a) If any Change in Law shall:<\/p>\n

(i) impose, modify or deem applicable any reserve, special deposit or similar
\nrequirement against assets of, deposits with or for the account of or credit
\nextended by, any Lender (except any such reserve requirement reflected in the
\nAdjusted LIBO Rate or the Adjusted EURIBO Rate) or any Issuing Bank;<\/p>\n

(ii) impose on any Lender, any Issuing Bank or the London or European
\ninterbank market any other condition (other than Taxes) affecting this Agreement
\nor LIBOR Loans, EURIBOR Loans or any Letter of Credit or participations therein;
\nor<\/p>\n

(iii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes,
\n(B) Taxes described in clauses (b) through (d) of the definition of Excluded
\nTaxes and (C) Connection Income Taxes) on its loans, loan principal, letters of
\ncredit, commitments, or other obligations, or its deposits, reserves, other
\nliabilities or capital attributable thereto;<\/p>\n

and the result of any of the foregoing shall be to increase the cost to such
\nLender of making or maintaining any LIBOR Loan or EURIBOR Loan (or of
\nmaintaining its obligation to make any such Loan) or to increase the cost to
\nsuch Lender or Issuing Bank of participating in, issuing or maintaining any
\nLetter of Credit or to reduce the amount of any sum received or receivable by
\nsuch Lender or Issuing Bank hereunder (whether of principal, interest or
\notherwise), then the Borrowers will pay to such Lender or Issuing Bank, as the
\ncase may be, such additional amount or amounts as will compensate such Lender or
\nIssuing Bank, as the case may be, for such additional costs incurred or
\nreduction suffered.<\/p>\n

(b) If any Lender or Issuing Bank determines in good faith that any Change in
\nLaw regarding capital requirements has or would have the effect of reducing the
\nrate of return on such Lender153s or Issuing Bank153s capital or on the capital of
\nsuch Lender153s or Issuing Bank153s holding company, if any, as a consequence of
\nthis Agreement or the Loans made by, or participations in Letters of Credit or
\nSwingline Loans held by, such Lender, or the Letters of Credit issued by such
\nIssuing Bank, to a level below that which such Lender or Issuing Bank or such
\nLender153s or Issuing Bank153s holding company would have achieved but for such
\nChange in Law (taking into consideration such Lender153s or Issuing Bank153s
\npolicies and the policies of such Lender153s or Issuing Bank153s holding company
\nwith respect to capital adequacy), then from time to time the applicable
\nBorrower will pay to such Lender or Issuing Bank, as the case may be, such
\nadditional amount or amounts as will compensate such Lender or Issuing Bank or
\nsuch Lender153s or Issuing Bank153s holding company for any such reduction suffered.\n<\/p>\n

(c) If the cost to any Lender of making or maintaining any Loan or the cost
\nto any Lender or any Issuing Bank of participating in, issuing or maintaining
\nany<\/p>\n

48<\/p>\n

\n

<\/p>\n

Letter of Credit to a Borrowing Subsidiary is increased (or the amount of any
\nsum received or receivable by any Lender or any Issuing Bank (or its applicable
\nlending office) is reduced) by an amount deemed in good faith by such Lender or
\nsuch Issuing Bank, as the case may be, to be material, by reason of the fact
\nthat such Borrowing Subsidiary is incorporated in, has its principal place of
\nbusiness in, or borrows from, a jurisdiction outside the United States, such
\nBorrowing Subsidiary shall indemnify such Lender or such Issuing Bank from time
\nto time for such increased cost or reduction.<\/p>\n

(d) A certificate of a Lender or Issuing Bank setting forth the amount or
\namounts necessary to compensate such Lender or Issuing Bank or its holding
\ncompany, as the case may be, as specified in paragraph (a), (b) or (c) of this
\nSection and the manner in which such amount or amounts have been determined,
\nshall be delivered to the Company and shall be conclusive absent manifest error.
\nThe Company shall pay or cause the applicable Borrower to pay such Lender or
\nIssuing Bank, as the case may be, the amount shown as due on any such
\ncertificate within 10 days after receipt thereof.<\/p>\n

(e) Failure or delay on the part of any Lender or Issuing Bank to demand
\ncompensation pursuant to this Section shall not constitute a waiver of such
\nLender153s or Issuing Bank153s right to demand such compensation; provided<\/u>
\nthat the applicable Borrower shall not be required to compensate a Lender or
\nIssuing Bank pursuant to this Section for any increased costs or reductions
\nincurred more than 180 days prior to the date that such Lender or Issuing Bank,
\nas the case may be, notifies the Company of the Change in Law or other
\ncircumstance giving rise to such increased costs or reductions and of such
\nLender153s or Issuing Bank153s intention to claim compensation therefor;
\nprovided further<\/u> that, if the Change in Law or other circumstance giving
\nrise to such increased costs or reductions is retroactive, then the 180-day
\nperiod referred to above shall be extended to include the period of retroactive
\neffect thereof.<\/p>\n

SECTION 2.16. Break Funding Payments.<\/u> In the event of (a) the payment
\nof any principal of any LIBOR Loan or EURIBOR Loan other than on the last day of
\nan Interest Period applicable thereto (including as a result of an Event of
\nDefault or an optional prepayment of Loans), (b) the conversion of any LIBOR
\nLoan or EURIBOR Loan other than on the last day of the Interest Period
\napplicable thereto, (c) the failure to borrow, convert, continue or prepay any
\nLoan on the date or in the amount specified in any notice delivered pursuant
\nhereto or (d) the assignment of any LIBOR Loan or EURIBOR Loan other than on the
\nlast day of the Interest Period applicable thereto as a result of a request by
\nthe Company pursuant to Section 2.19, then, in any such event, the Borrowers
\nshall compensate each Lender for the loss, cost and expense (but not for any
\nanticipated profits) attributable to such event, including, if any of the
\nforegoing Loans are denominated in any Alternative Currency, the actual costs
\nand expenses of such Lender attributable to the premature unwinding of any
\nhedging agreement entered into by such Lender in respect of the foreign currency
\nexposure attributable to such Loan. In the case of a LIBOR Loan or EURIBOR Loan,
\nsuch loss, cost or expense to any Lender shall be deemed to include an amount
\ndetermined by such Lender to be the excess, if any, of (i) the amount of
\ninterest that would have accrued on the principal amount of such Loan had such
\nevent not occurred, at the Adjusted LIBO Rate or the Adjusted EURIBO Rate, as
\napplicable, that would have been applicable to<\/p>\n

49<\/p>\n

\n

<\/p>\n

such Loan (and, for avoidance of doubt, without giving effect to any
\nApplicable Rate that would otherwise have been applicable thereto), for the
\nperiod from the date of such event to the last day of the then current Interest
\nPeriod therefor (or, in the case of a failure to borrow, convert or continue,
\nfor the period that would have been the Interest Period for such Loan), over
\n(ii) the amount of interest that would accrue on such principal amount for such
\nperiod at the interest rate that such Lender would bid were it to bid, at the
\ncommencement of such period, for deposits of a comparable amount and period from
\nother banks in the London interbank market. The Borrowers shall also compensate
\neach Lender for the loss, cost or expense attributable to any failure by a
\nBorrower to deliver a timely Interest Election Request with respect to a LIBOR
\nBorrowing or a EURIBOR Borrowing. A certificate of any Lender setting forth any
\namount or amounts that such Lender is entitled to receive pursuant to this
\nSection shall be delivered to the applicable Borrower and shall be conclusive
\nabsent manifest error. The Borrowers shall pay such Lender the amount shown as
\ndue on any such certificate within 10 days after receipt thereof.<\/p>\n

SECTION 2.17. Taxes.<\/u> (a) Any and all payments by or on account of any
\nobligation of any Loan Party under any Loan Document shall be made free and
\nclear of and without deduction for Taxes except as required by applicable law.
\nIf any applicable law (as determined in the good faith discretion of an
\napplicable Withholding Agent) required the deduction or withholding of any Tax
\nfrom any such payment by a Withholding Agent, then the applicable Withholding
\nAgent shall be entitled to make such deduction or withholding and shall timely
\npay the full amount deducted or withheld to the relevant Governmental Authority
\nin accordance with applicable law and, if such Tax is an Indemnified Tax, then
\nthe sum payable by the applicable Loan Party shall be increased as necessary so
\nthat after such deduction or withholding has been made (including such
\ndeductions and withholdings applicable to additional sums payable under this
\nSection) the applicable Recipient receives an amount equal to the sum it would
\nhave received had no such deduction or withholding been made.<\/p>\n

(b) In addition, the Borrowers shall pay any Other Taxes to the relevant
\nGovernmental Authority in accordance with applicable law.<\/p>\n

(c) The relevant Borrower shall indemnify each Recipient, within 10 days
\nafter written demand therefor, for the full amount of any Indemnified Taxes or
\nOther Taxes paid by such Recipient on or with respect to any payment by or on
\naccount of any obligation of such Borrower hereunder (including Indemnified
\nTaxes or Other Taxes imposed or asserted on or attributable to amounts payable
\nunder this Section) and any reasonable expenses arising therefrom or with
\nrespect thereto, whether or not such Indemnified Taxes or Other Taxes were
\ncorrectly or legally imposed or asserted by the relevant Governmental Authority.
\nA certificate as to the amount of such payment or liability delivered to the
\nCompany by a Lender or an Issuing Bank (with a copy to the Administrative
\nAgent), or by the Administrative Agent on its own behalf or on behalf of a
\nLender or an Issuing Bank, shall be conclusive absent manifest error.<\/p>\n

(d) As soon as practicable after any payment of Indemnified Taxes or Other
\nTaxes by any Loan Party to a Governmental Authority, such Loan Party shall<\/p>\n

50<\/p>\n

\n

<\/p>\n

deliver to the Administrative Agent the original or a certified copy of a
\nreceipt issued by such Governmental Authority evidencing such payment, a copy of
\nthe return reporting such payment or other evidence of such payment reasonably
\nsatisfactory to the Administrative Agent.<\/p>\n

(e) Each Lender shall severally indemnify the Agents, within 10 days after
\ndemand therefor, for (i) any Indemnified Taxes attributable to such Lender (but
\nonly to the extent that any Loan Party has not already indemnified the Agents
\nfor such Indemnified Taxes and without limiting the obligation of the Loan
\nParties to do so), (ii) any Taxes attributable to such Lender153s failure to
\ncomply with the provisions of Section 10.04(c) relating to the maintenance of a
\nParticipant Register and (iii) any Excluded Taxes attributable to such Lender,
\nin each case, that are payable or paid by the Agents in connection with any Loan
\nDocument, and any reasonable expenses arising therefrom or with respect thereto,
\nwhether or not such Taxes were correctly or legally imposed or asserted by the
\nrelevant Governmental Authority. A certificate as to the amount of such payment
\nor liability delivered to any Lender by either Agent shall be conclusive absent
\nmanifest error. Each Lender hereby authorizes the Agents to set off and apply
\nany and all amounts at any time owing to such Lender under any Loan Document or
\notherwise payable by the Agents to the Lender from any other source against any
\namount due to the Administrative Agent under this paragraph (e).<\/p>\n

(f) (i) Any Lender that is entitled to an exemption from or reduction of
\nwithholding Tax under the law of the jurisdiction in which any Borrower is
\nresident or located, or any treaty to which such jurisdiction is a party, with
\nrespect to payments under this Agreement shall deliver to the Company (with a
\ncopy to the Administrative Agent), at the time or times prescribed by applicable
\nlaw, such properly completed and executed documentation prescribed by law or
\nreasonably requested by the Company or any Agent, as will permit such payments
\nto be made without withholding or at a reduced rate; provided<\/u> that such
\nLender has received written notice from the Company advising it of the
\navailability of such exemption or reduction and containing all applicable
\ndocumentation (together, if requested by such Lender, with a certified English
\ntranslation thereof). In addition, any Lender, if reasonably requested by the
\nCompany or any Agent, shall deliver such other documentation prescribed by
\napplicable law or reasonably requested by the Company or any Agent as will
\nenable the Company or the Agents to determine whether or not such Lender is
\nsubject to backup withholding or information reporting requirements.
\nNotwithstanding anything to the contrary in the preceding two sentences, the
\ncompletion, execution and submission of such documentation (other than such
\ndocumentation set forth in Section 2.17(f)(ii)(A), (ii)(B) and (ii)(D) below)
\nshall not be required if in the Lender153s reasonable judgment such completion,
\nexecution or submission would subject such Lender to any material unreimbursed
\ncost or expense or would materially prejudice the legal or commercial position
\nof such Lender.<\/p>\n

(ii) Without limiting the generality of the foregoing, in the event that any
\nBorrower is a U.S. Person,<\/p>\n

(A) any Lender that is a U.S. Person shall deliver to the Company and the
\nAdministrative Agent on or prior to the date on which such Lender becomes a
\nLender<\/p>\n

51<\/p>\n

\n

<\/p>\n

under this Agreement (and from time to time thereafter upon the reasonable
\nrequest of the Company or the Administrative Agent), executed originals of IRS
\nForm W-9 certifying that such Lender is exempt from U.S. Federal backup
\nwithholding tax;<\/p>\n

(B) any Foreign Lender shall, to the extent it is legally entitled to do so,
\ndeliver to the Company and the Administrative Agent (in such number of copies as
\nshall be requested by the recipient) on or prior to the date on which such
\nForeign Lender becomes a Lender under this Agreement (and from time to time
\nthereafter upon the reasonable request of the Company or the Administrative
\nAgent), whichever of the following is applicable:<\/p>\n

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

(2) executed originals of IRS Form W-8ECI;<\/p>\n

(3) in the case of a Foreign Lender claiming the benefits of the exemption
\nfor portfolio interest under Section 881(c) of the Code, (x) a certificate
\nsubstantially in the form of Exhibit G-1 to the effect that such Foreign Lender
\nis not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10
\npercent shareholder” of the Company within the meaning of Section 881(c)(3)(B)
\nof the Code, or a “controlled foreign corporation” described in Section
\n881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate<\/u>“) and (y)
\nexecuted originals of IRS Form W-8BEN; or<\/p>\n

(4) to the extent a Foreign Lender is not the beneficial owner, executed
\noriginals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a
\nU.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or
\nExhibit G-3, IRS Form W-9, and\/or other certification documents from each
\nbeneficial owner, as applicable; provided that if the Foreign Lender is a
\npartnership and one or more direct or indirect partners of such Foreign Lender
\nare claiming the portfolio interest exemption, such Foreign Lender may provide a
\nU.S. Tax Compliance Certificate substantially in the form of Exhibit G-4 on
\nbehalf of each such direct and indirect partner;<\/p>\n

(C) any Foreign Lender shall, to the extent it is legally entitled to do so,
\ndeliver to the Company and the Administrative Agent (in such number of copies as
\nshall be requested by the recipient) on or prior to the date on which such
\nForeign Lender<\/p>\n

52<\/p>\n

\n

<\/p>\n

becomes a Lender under this Agreement (and from time to time thereafter upon
\nthe reasonable request of the Company or the Administrative Agent), executed
\noriginals of any other form prescribed by applicable law as a basis for claiming
\nexemption from or a reduction in U.S. Federal withholding Tax, duly completed,
\ntogether with such supplementary documentation as may be prescribed by
\napplicable law to permit the Company or the Administrative Agent to determine
\nthe withholding or deduction required to be made; and<\/p>\n

(D) if a payment made to a Lender under any Loan Document would be subject to
\nU.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to
\ncomply with the applicable reporting requirements of FATCA (including those
\ncontained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender
\nshall deliver to the Company and the Administrative Agent at the time or times
\nprescribed by law and at such time or times reasonably requested by the Company
\nor the Administrative Agent such documentation prescribed by applicable law
\n(including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such
\nadditional documentation reasonably requested by the Company or the
\nAdministrative Agent as may be necessary for the Company and the Administrative
\nAgent to comply with their obligations under FATCA and to determine that such
\nLender has complied with such Lender153s obligations under FATCA or to determine
\nthe amount to deduct and withhold from such payment. Solely for purposes of this
\nclause (D), “FATCA” shall include any amendments made to FATCA after the date of
\nthis Agreement.<\/p>\n

(g) If the Administrative Agent or a Lender determines, in its sole
\ndiscretion, that it has received a refund of any Indemnified Taxes or Other
\nTaxes as to which it has been indemnified pursuant to this Section (including by
\nthe payment of additional amounts pursuant to this Section), it shall pay to the
\nindemnifying party an amount equal to such refund (but only to the extent of
\nindemnity payments made, or additional amounts paid, under this Section with
\nrespect to Taxes giving rise to such refund), net of all out-of-pocket expenses
\n(including Taxes) of such indemnified party and without interest (other than any
\ninterest paid by the relevant Governmental Authority with respect to such
\nrefund). Such indemnifying party, upon the request of the indemnified party,
\nagrees to repay the amount paid pursuant to this paragraph (g) (plus any
\npenalties, interest or other charges imposed by the relevant Governmental
\nAuthority) in the event the indemnified party is required to repay such refund
\nto such Governmental Authority. Notwithstanding anything to the contrary in this
\nparagraph (g), in no event will the indemnified party be required to pay any
\namount to an indemnifying party pursuant to this paragraph (g) the payment of
\nwhich would place the indemnified party in a less favorable net after-Tax
\nposition than the indemnified party would have been in if the indemnification
\npayments or additional amounts giving rise to such refund had never been paid.
\nThis Section shall not be construed to require the Administrative Agent, any
\nIssuing Bank or any Lender to make available its tax returns (or any other
\ninformation relating to its taxes which it deems confidential) to any Borrower
\nor any other Person.<\/p>\n

SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of
\nSet-offs.<\/u> (a) Each Borrower shall make each payment required to be made by
\nit hereunder (whether of principal, interest, fees or reimbursement of LC
\nDisbursements or<\/p>\n

53<\/p>\n

\n

<\/p>\n

otherwise) prior to the time required hereunder for such payment or, if no
\nsuch time is expressly required, prior to 1:00 p.m., Local Time, on the date
\nwhen due, in immediately available funds, without any defense, set-off,
\nrecoupment or counterclaim. Any amounts received after such time on any date
\nmay, in the discretion of the Applicable Agent, be deemed to have been received
\non the next succeeding Business Day for purposes of calculating interest
\nthereon. All such payments shall be made to the Applicable Agent for the account
\nof the applicable Lenders to such account as the Applicable Agent shall from
\ntime to time specify in one or more notices delivered to the Company, except
\nthat payments to be made directly to an Issuing Bank or the Swingline Lender as
\nprovided herein shall be so directly made and payments pursuant to Sections
\n2.15, 2.16, 2.17 and 10.03 shall be made directly to the Persons entitled
\nthereto. Each Agent shall distribute any such payments received by it for the
\naccount of any other Person to the appropriate recipient promptly following
\nreceipt thereof. If any payment hereunder shall be due on a day that is not a
\nBusiness Day, the date for payment shall be extended to the next succeeding
\nBusiness Day and, in the case of any payment accruing interest, interest thereon
\nshall be payable for the period of such extension. All payments hereunder and
\nunder each other Loan Document of principal or interest in respect of any Loan
\nshall be made in the currency of such Loan; all other payments hereunder and
\nunder each other Loan Document shall be made in US Dollars. Any payment required
\nto be made by an Agent hereunder shall be deemed to have been made by the time
\nrequired if such Agent shall, at or before such time, have taken the necessary
\nsteps to make such payment in accordance with the regulations or operating
\nprocedures of the clearing or settlement system used by such Agent to make such
\npayment.<\/p>\n

(b) If at any time insufficient funds are received by and available to the
\nAgents to pay fully all amounts of principal, unreimbursed LC Disbursements,
\ninterest and fees then due hereunder, such funds shall be applied (i) first,
\ntowards payment of interest and fees then due hereunder, ratably among the
\nparties entitled thereto in accordance with the amounts of interest and fees
\nthen due to such parties, and (ii) second, towards payment of principal and
\nunreimbursed LC Disbursements then due hereunder, ratably among the parties
\nentitled thereto in accordance with the amounts of principal and unreimbursed LC
\nDisbursements then due to such parties.<\/p>\n

(c) If any Lender shall, by exercising any right of set-off or counterclaim
\nor otherwise, obtain payment in respect of any principal of or interest on any
\nof its Revolving Loans or participations in LC Disbursements or Swingline Loans
\nresulting in such Lender receiving payment of a greater proportion of the
\naggregate amount of its Revolving Loans and participations in LC Disbursements
\nor Swingline Loans and accrued interest thereon than the proportion received by
\nany other Lender, then the Lender receiving such greater proportion shall
\npurchase (for cash at face value) participations in the Revolving Loans, LC
\nDisbursements or Swingline Loans to the extent necessary so that the benefit of
\nall such payments shall be shared by the Lenders ratably in accordance with the
\naggregate amount of principal of and accrued interest on their respective
\nRevolving Loans and participations in LC Disbursements and Swingline Loans;
\nprovided<\/u> that (i) if any such participations are purchased and all or any
\nportion of the payment giving rise thereto is recovered, such participations
\nshall be rescinded and the purchase price restored to the extent of such
\nrecovery, without interest, and (ii) the<\/p>\n

54<\/p>\n

\n

<\/p>\n

provisions of this paragraph shall not be construed to apply to any payment
\nmade by any Borrower pursuant to and in accordance with the express terms of
\nthis Agreement (including pursuant to Section 2.09) or any payment obtained by a
\nLender as consideration for the assignment of or sale of a participation in any
\nof its Loans or participations in LC Disbursements or Swingline Loans to any
\nassignee or participant, other than to the Company or any Subsidiary or
\nAffiliate thereof (as to which the provisions of this paragraph shall apply).
\nEach Loan Party consents to the foregoing and agrees, to the extent it may
\neffectively do so under applicable law, that any Lender acquiring a
\nparticipation pursuant to the foregoing arrangements may exercise against such
\nLoan Party rights of set-off and counterclaim with respect to such participation
\nas fully as if such Lender were a direct creditor of such Loan Party in the
\namount of such participation.<\/p>\n

(d) Unless an Agent shall have received notice from a Borrower prior to the
\ndate on which any payment is due to the Administrative Agent for the account of
\nany Lenders or Issuing Bank hereunder that the such Borrower will not make such
\npayment, such Agent may assume that such Borrower has made such payment on such
\ndate in accordance herewith and may, in reliance upon such assumption,
\ndistribute to the applicable Lenders or Issuing Bank, as the case may be, the
\namount due. In such event, if such Borrower has not in fact made such payment,
\nthen each applicable Lender or Issuing Bank, as the case may be, severally
\nagrees to repay to such Agent forthwith on demand the amount so distributed to
\nsuch Lender or Issuing Bank with interest thereon, for each day from and
\nincluding the date such amount is distributed to it to but excluding the date of
\npayment to such Agent, at a rate determined by such Agent in accordance with
\nbanking industry rules on interbank compensation.<\/p>\n

(e) If any Lender shall fail to make any payment required to be made by it
\nhereunder to or for the account any Agent, any Issuing Bank or the Swingline
\nLender, then each Agent may, in its discretion (notwithstanding any contrary
\nprovision hereof), (i) apply any amounts thereafter received by such Agent for
\nthe account of such Lender to satisfy such Lender153s obligations in respect of
\nsuch payment until all such unsatisfied obligations have been discharged or (ii)
\nhold any such amounts in a segregated account as cash collateral for, and
\napplication to, any future funding obligations of such Lender pursuant to this
\nAgreement (including pursuant to Sections 2.04(c), 2.05(e), 2.06(b), 2.18(d) or
\n10.03(c)), in each case in such order as shall be determined by such Agent in
\nits discretion.<\/p>\n

SECTION 2.19. Mitigation Obligations; Replacement of Lenders.<\/u> (a) If
\nany Lender requests any payments under Section 2.15, or if any Loan Party is
\nrequired to pay Indemnified Taxes or any additional amount to any Lender or any
\nGovernmental Authority for the account of any Lender pursuant to Section 2.17,
\nthen such Lender shall use reasonable efforts to designate a different lending
\noffice for funding or booking its Loans hereunder or to assign and delegate its
\nrights and obligations hereunder to another of its offices, branches or
\nAffiliates, if, in the judgment of such Lender, such designation or assignment
\nand delegation (i) would eliminate or reduce amounts payable pursuant to Section
\n2.15 or 2.17, as the case may be, in the future and (ii) would not subject such
\nLender to any unreimbursed cost or expense and would not otherwise be
\ndisadvantageous<\/p>\n

55<\/p>\n

\n

<\/p>\n

to such Lender. The Company hereby agrees to pay all reasonable costs and
\nexpenses incurred by any Lender in connection with any such designation or
\nassignment and delegation.<\/p>\n

(b) If (i) any Lender requests any payments under Section 2.15, (ii) any Loan
\nParty is required to pay any Indemnified Taxes or additional amounts to any
\nLender or any Governmental Authority for the account of any Lender pursuant to
\nSection 2.17, (iii) any Lender becomes a Defaulting Lender, (iv) any Lender
\nbecomes a Declining Lender or (v) any Lender becomes a Non-Consenting Lender,
\nthen the Company may, at its sole expense and effort, upon notice to such Lender
\nand the Administrative Agent, require such Lender to assign and delegate,
\nwithout recourse (in accordance with and subject to the restrictions contained
\nin Section 10.04), all its interests, rights and obligations under this
\nAgreement to an assignee that shall assume such obligations (which assignee may
\nbe another Lender, if a Lender accepts such assignment); provided<\/u> that
\n(A) the Company shall have received the prior written consent of the
\nAdministrative Agent, each Issuing Bank and the Swingline Lender (which consent
\nshall not unreasonably be withheld), (B) such Lender shall have received payment
\nof an amount equal to the outstanding principal of its Loans and participations
\nin LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees
\nand all other amounts payable to it hereunder, from the assignee (to the extent
\nof such outstanding principal and accrued interest and fees) or the Company (in
\nthe case of all other amounts), (C) in the case of any such assignment and
\ndelegation resulting from a claim for compensation under Section 2.15 or
\npayments required to be made pursuant to Section 2.17, such assignment will
\nresult in a reduction in such compensation or payments, (D) in the case of any
\nsuch assignment and delegation resulting from the status of such Lender as a
\nDeclining Lender, the assignee shall have agreed to the applicable Maturity Date
\nExtension Request and (E) in the case of any such assignment and delegation
\nresulting from the status of such Lender as a Non-Consenting Lender, such
\nassignment, together with any assignments by other Non-Consenting Lenders, will
\nenable the Company to obtain sufficient consents to cause the applicable
\namendment, modification or waiver to become effective. A Lender shall not be
\nrequired to make any such assignment and delegation if, prior thereto, as a
\nresult of a waiver by such Lender or otherwise, the circumstances entitling the
\nCompany to require such assignment and delegation cease to apply. Each party
\nhereto agrees that an assignment and delegation required pursuant to this
\nparagraph may be effected pursuant to an Assignment and Assumption executed by
\nthe Company, the Administrative Agent and the assignee and that the Lender
\nrequired to make such assignment and delegation need not be a party thereto.\n<\/p>\n

SECTION 2.20. Designation of Borrowing Subsidiaries.<\/u> The Company may
\nat any time and from time to time designate, subject to the provisions of this
\nSection 2.20, any wholly owned Subsidiary as a Borrowing Subsidiary by delivery
\nto the Administrative Agent of a Borrowing Subsidiary Agreement executed by such
\nSubsidiary and the Company. As soon as practicable upon receipt of a Borrowing
\nSubsidiary Agreement, the Administrative Agent shall make a copy thereof
\navailable to each Lender. Unless any Lender shall inform the Administrative
\nAgent within 10 Business Days (or, in the case of any such Subsidiary that is a
\nForeign Subsidiary, 15 Business Days) following the receipt of such Borrowing
\nSubsidiary Agreement by such Lender that it is unlawful<\/p>\n

56<\/p>\n

\n

<\/p>\n

for such Lender to extend credit to such Subsidiary, such Subsidiary shall
\nfor all purposes of this Agreement be a Borrowing Subsidiary and a party to this
\nAgreement until the Company shall have executed and delivered to the
\nAdministrative Agent a Borrowing Subsidiary Termination with respect to such
\nSubsidiary, whereupon such Subsidiary shall cease to be a Borrowing Subsidiary
\nand a party to this Agreement. Notwithstanding the preceding sentence, no
\nBorrowing Subsidiary Termination will become effective as to any Borrowing
\nSubsidiary at a time when any principal of or interest on any Loan to or any
\nLetter of Credit issued for the account of such Borrowing Subsidiary shall be
\noutstanding hereunder; provided<\/u> that such Borrowing Subsidiary
\nTermination shall be effective to terminate the right of such Borrowing
\nSubsidiary to make further Borrowings under this Agreement.<\/p>\n

SECTION 2.21. Defaulting Lenders. <\/u>Notwithstanding any provision of
\nthis Agreement to the contrary, if any Lender becomes a Defaulting Lender, then
\nthe following provisions shall apply for so long as such Lender is a Defaulting
\nLender:<\/p>\n

(a) facility fees shall continue to accrue on the amount of the Commitment of
\nsuch Defaulting Lender pursuant to Section 2.12(a) only to the extent of the
\nRevolving Credit Exposure of such Defaulting Lender (excluding any portion
\nthereof constituting Swingline Exposure or LC Exposure of such Defaulting Lender
\nthat is subject to reallocation under clause (c)(i) below);<\/p>\n

(b) the Commitment and the Revolving Credit Exposure of such Defaulting
\nLender shall not be included in determining whether the Required Lenders or any
\nother requisite Lenders have taken or may take any action hereunder or under any
\nother Loan Document (including any consent to any amendment, waiver or other
\nmodification pursuant to Section 10.02); provided<\/u> that any amendment,
\nwaiver or other modification requiring the consent of all Lenders or all Lenders
\naffected thereby shall, except as otherwise provided in Section 10.02, require
\nthe consent of such Defaulting Lender in accordance with the terms hereof;<\/p>\n

(c) if any Swingline Exposure or LC Exposure exists at the time such Lender
\nbecomes a Defaulting Lender then:<\/p>\n

(i) the Swingline Exposure (other than any portion thereof with respect to
\nwhich such Defaulting Lender shall have funded its participation as contemplated
\nby Section 2.04(c)) and LC Exposure of such Defaulting Lender (other than any
\nportion thereof attributable to unreimbursed LC Disbursements with respect to
\nwhich such Defaulting Lender shall have funded its participation as contemplated
\nby Sections 2.05(e) and 2.05(f)) shall be reallocated among the Non-Defaulting
\nLenders in accordance with their respective Applicable Percentages but only to
\nthe extent that the sum of all Non-Defaulting Lenders153 Revolving Credit
\nExposures plus such Defaulting Lender153s Swingline Exposure and LC Exposure (in
\neach case, excluding the portion thereof referred to above) does not exceed the
\nsum of all Non-Defaulting Lenders153 Commitments;<\/p>\n

57<\/p>\n

\n

<\/p>\n

(ii) if the reallocation described in clause (i) above cannot, or can only
\npartially, be effected, the Borrowers shall within one Business Day following
\nnotice by the Administrative Agent or an Issuing Bank (provided<\/u> that such
\nIssuing Bank shall immediately also notify the Administrative Agent) (A) first,
\nprepay the portion of such Defaulting Lender153s Swingline Exposure that has not
\nbeen reallocated as set forth in such clause and (B) second, cash collateralize
\nfor the benefit of the Issuing Banks the portion of such Defaulting Lender153s LC
\nExposure that has not been reallocated as set forth in such clause in accordance
\nwith the procedures set forth in Section 2.05(i) for so long as such LC Exposure
\nis outstanding;<\/p>\n

(iii) if the Borrowers cash collateralize any portion of such Defaulting
\nLender153s LC Exposure pursuant to clause (ii) above, the Borrowers shall not be
\nrequired to pay participation fees to such Defaulting Lender pursuant to Section
\n2.12(b) with respect to such portion of such Defaulting Lender153s LC Exposure for
\nso long as such Defaulting Lender153s LC Exposure is cash collateralized;<\/p>\n

(iv) if any portion of the LC Exposure of such Defaulting Lender is
\nreallocated pursuant to clause (i) above, then the fees payable to the Lenders
\npursuant to Section 2.12(b) shall be adjusted to give effect to such
\nreallocation;<\/p>\n

(v) if all or any portion of such Defaulting Lender153s Swingline Exposure that
\nis subject to reallocation pursuant to clause (i) above is neither reallocated
\nnor reduced pursuant to clause (i) or (ii) above, then, without prejudice to any
\nrights or remedies of the Swingline Lender or any other Lender hereunder, all
\nfacility fees that otherwise would have been payable to such Defaulting Lender
\nwith respect to such portion of its Swingline Exposure shall be payable to the
\nSwingline Lender until and to the extent that such Swingline Exposure is
\nreallocated and\/or reduced to zero; and<\/p>\n

(vi) if all or any portion of such Defaulting Lender153s LC Exposure that is
\nsubject to reallocation pursuant to clause (i) above is neither reallocated nor
\ncash collateralized pursuant to clause (i) or (ii) above, then, without
\nprejudice to any rights or remedies of any Issuing Bank or any other Lender
\nhereunder, all facility fees that otherwise would have been payable to such
\nDefaulting Lender with respect to such portion of its LC Exposure, and all
\nparticipation fees payable under Section 2.12(b) with respect to such portion of
\nits LC Exposure, shall be payable to the Issuing Banks (and allocated among them
\nratably based on the amount of such portion of the LC Exposure of such
\nDefaulting Lender attributable to Letters of Credit issued by each Issuing Bank)
\nuntil and to the extent that such LC Exposure is reallocated and\/or cash
\ncollateralized; and<\/p>\n

(d) so long as such Lender is a Defaulting Lender, no Swingline Lender shall
\nbe required to fund any Swingline Loan and no Issuing Bank shall be required to
\nissue, amend, renew or extend any Letter of Credit, unless in each case it is
\nsatisfied that the related exposure and the Defaulting Lender153s then outstanding
\nSwingline Exposure or LC Exposure, as applicable, will be fully covered by the
\nCommitments of the Non-<\/p>\n

58<\/p>\n

\n

<\/p>\n

Defaulting Lenders and\/or cash collateral provided by the Borrowers in
\naccordance with clause (c) above, and participating interests in any such funded
\nSwingline Loan or in any such issued, amended, renewed or extended Letter of
\nCredit will be allocated among the Non-Defaulting Lenders in a manner consistent
\nwith clause (c)(i) above (and such Defaulting Lender shall not participate
\ntherein).<\/p>\n

(e) In the event that (i) a Bankruptcy Event with respect to a Lender Parent
\nshall have occurred following the date hereof and for so long as such Bankruptcy
\nEvent shall continue or (ii) the Swingline Lender or any Issuing Bank has a good
\nfaith belief that any Lender has defaulted in fulfilling its obligations under
\none or more other agreements in which such Lender commits to extend credit, the
\nSwingline Lender shall not be required to fund any Swingline Loan, and no
\nIssuing Bank shall be required to issue, amend, renew or extend any Letter of
\nCredit, unless the Swingline Lender or such Issuing Bank, as the case may be,
\nshall have entered into arrangements with the applicable Borrower or such Lender
\nsatisfactory to the Swingline Lender or such Issuing Bank, as the case may be,
\nto defease any risk to it in respect of such Lender hereunder.<\/p>\n

(f) In the event that the Administrative Agent, the Company the Swingline
\nLender and each Issuing Bank each agree that a Defaulting Lender has adequately
\nremedied all matters that caused such Lender to be a Defaulting Lender, then the
\nSwingline Exposure and LC Exposure of the Lenders shall be readjusted to reflect
\nthe inclusion of such Lender153s Commitment and on such date such Lender shall
\npurchase at par such of the Loans of the other Lenders as the Administrative
\nAgent shall determine may be necessary in order for such Lender to hold such
\nLoans in accordance with its Applicable Percentage.<\/p>\n

ARTICLE III<\/p>\n

Representations and Warranties<\/u><\/p>\n

The Company and each other Borrower represents and warrants to the Lenders
\nand the Issuing Banks that:<\/p>\n

SECTION 3.01. Organization; Powers.<\/u> Each of the Company and its
\nSubsidiaries is duly organized, validly existing and in good standing (to the
\nextent such concept is recognized in the jurisdiction of organization thereof)
\nunder the laws of the jurisdiction of its organization, has all requisite power
\nand authority to carry on its business as now conducted and, except where the
\nfailure to do so, individually or in the aggregate, would not be materially
\nlikely to have a Material Adverse Effect, is qualified to do business in, and is
\nin good standing in, every jurisdiction where such qualification is required.\n<\/p>\n

SECTION 3.02. Authorization; Enforceability.<\/u> The Transactions are
\nwithin each Loan Party153s corporate powers and have been duly authorized by all
\nnecessary corporate and, if required, stockholder action. This Agreement has
\nbeen duly executed and delivered by each Loan Party and constitutes a legal,
\nvalid and binding<\/p>\n

59<\/p>\n

\n

<\/p>\n

obligation of each Loan Party, enforceable in accordance with its terms,
\nsubject to applicable bankruptcy, insolvency, reorganization, moratorium or
\nother laws affecting creditors153 rights generally and subject to general
\nprinciples of equity, regardless of whether considered in a proceeding in equity
\nor at law.<\/p>\n

SECTION 3.03. Governmental Approvals; No Conflicts.<\/u> The Transactions
\n(a) do not require any consent or approval of, registration or filing with, or
\nany other action by, any Governmental Authority, except such as have been
\nobtained or made and are in full force and effect, (b) will not violate the
\ncharter, by-laws or other organizational documents of the Company or any of its
\nSubsidiaries, (c) will not violate any applicable law, rule or regulation or any
\norder of any Governmental Authority, (d) will not violate or result in a default
\nunder any indenture, agreement or other instrument binding upon the Company or
\nany of its Subsidiaries or its assets, or give rise to a right thereunder to
\nrequire any payment to be made by the Company or any of its Subsidiaries, and
\n(e) will not result in the creation or imposition of any Lien on any asset of
\nthe Company or any of its Subsidiaries pursuant to the terms of any indenture,
\nagreement or other instrument binding on the Company or any of its Subsidiaries,
\nexcept in each case (other than in the case of clause (b) or (e)), where the
\nabsence of such consent or approval, or the failure to make such registration or
\nfiling, or take such other action, or such violation, default or payment would
\nnot be materially likely, individually or in the aggregate, to have a Material
\nAdverse Effect.<\/p>\n

SECTION 3.04. Financial Condition; No Material Adverse Change.<\/u> (a) The
\nCompany has heretofore furnished to the Lenders (i) its consolidated balance
\nsheets and statements of operations, stockholders equity and cash flows as of
\nthe end of and for the fiscal year ended October 31, 2010, reported on by
\nPricewaterhouseCoopers LLP, an independent registered public accounting firm,
\nand (ii) its consolidated balance sheet and statement of operations and cash
\nflows as of the end of and for the fiscal quarters ended January 31, 2011, April
\n30, 2011 and July 31, 2011, in each case certified by a Financial Officer of the
\nCompany (which certification requirement shall be deemed satisfied by the
\nexecution by a Financial Officer of the certification required to be filed by
\nthe SEC pursuant to Item 601 of Regulation S-K). Such financial statements
\npresent fairly, in all material respects, the consolidated financial position
\nand results of operations and cash flows of the Company and its consolidated
\nSubsidiaries as of such dates and for such periods in accordance with GAAP,
\nsubject, in the case of such quarterly financial statements, to normal year-end
\nadjustments and the absence of footnotes.<\/p>\n

(b) Since October 31, 2010, there has been no material adverse change in the
\nbusiness, assets, operations or financial condition of the Company and its
\nSubsidiaries, taken as a whole.<\/p>\n

SECTION 3.05. Litigation and Environmental Matters.<\/u> (a) There are no
\nactions, suits or proceedings by or before any arbitrator or Governmental
\nAuthority pending against or, to the knowledge of the Company, threatened
\nagainst or affecting the Company or any of its Subsidiaries (i) that would be
\nmaterially likely, individually or in<\/p>\n

60<\/p>\n

\n

<\/p>\n

the aggregate, to have a Material Adverse Effect or (ii) that involve this
\nAgreement or the Transactions.<\/p>\n

(b) Except with respect to any matters that, individually or in the
\naggregate, would not be materially likely to have a Material Adverse Effect,
\nneither the Company nor any of its Subsidiaries (i) has failed to comply with
\nany Environmental Law or to obtain, maintain or comply with any permit, license
\nor other approval required under any Environmental Law, (ii) has become subject
\nto any Environmental Liability, (iii) has received notice of any claim with
\nrespect to any Environmental Liability or (iv) knows of any basis for any
\nEnvironmental Liability.<\/p>\n

SECTION 3.06. Compliance with Laws and Agreements.<\/u> Each of the Company
\nand its Subsidiaries is in compliance with all laws, rules, regulations and
\norders of any Governmental Authority applicable to it or its property and all
\nindentures, agreements and other instruments binding upon it or its property,
\nexcept where the failure to do so, individually or in the aggregate, has not
\nresulted and would not be materially likely to have a Material Adverse Effect.
\nNo Default has occurred and is continuing.<\/p>\n

SECTION 3.07. Investment Company Status.<\/u> Neither the Company nor any
\nof its Subsidiaries is an “investment company” as defined in, or subject to
\nregulation under, the Investment Company Act of 1940.<\/p>\n

SECTION 3.08. Properties<\/u>. (a) Each of the Company and its Subsidiaries
\nhas good title to, or valid leasehold interests in, all its real and personal
\nproperty material to its business, except where the failure to have such title
\nor such leasehold interests, individually or in the aggregate, has not resulted
\nin and would not be materially likely to have a Material Adverse Effect.<\/p>\n

(b) Each of the Company and its Subsidiaries owns, or is licensed to use, all
\ntrademarks, tradenames, copyrights, patents and other intellectual property
\nmaterial to its business, and the use thereof by the Company and its
\nSubsidiaries does not infringe upon the rights of any other Person, except for
\nany such infringements that, individually or in the aggregate, would not be
\nmaterially likely to have a Material Adverse Effect.<\/p>\n

SECTION 3.09. Federal Reserve Regulations<\/u>. No part of the proceeds of
\nany Loan or any Letter of Credit will be used, whether directly or indirectly,
\nand whether immediately, incidentally or ultimately, for any purpose that
\nentails a violation of the provisions of the regulations of the Board of
\nGovernors, including Regulation U or Regulation X. Not more than 25% of the
\nvalue of the assets of the Company individually, or of the Company and the
\nSubsidiaries on a consolidated basis, subject to any provision of this Agreement
\nunder which the sale, pledge or disposition of assets is restricted (within the
\nmeaning of Regulation U), will consist of margin stock (as defined in Regulation
\nU).<\/p>\n

SECTION 3.10. Taxes.<\/u> The Company and its Subsidiaries have timely
\nfiled or caused to be filed all Tax returns and reports required to have been
\nfiled and have paid or caused to be paid all Taxes required to have been paid by
\nthem pursuant to said<\/p>\n

61<\/p>\n

\n

<\/p>\n

Tax returns or pursuant to any assessment received by them, except (a) any
\nTaxes that are being contested in good faith by appropriate proceedings and for
\nwhich the Company or such Subsidiary, as applicable, has set aside on its books
\nadequate reserves (to the extent required by GAAP) or (b) to the extent that the
\nfailure to do so would not, individually or in the aggregate, be materially
\nlikely to have a Material Adverse Effect.<\/p>\n

SECTION 3.11. ERISA.<\/u> No ERISA Event has occurred or is reasonably
\nexpected to occur that, when taken together with all other such ERISA Events for
\nwhich liability is reasonably expected to occur, would be materially likely to
\nbe expected to have a Material Adverse Effect.<\/p>\n

SECTION 3.12. Disclosure.<\/u> Neither the Information Memorandum nor any
\nof the other reports, financial statements, certificates or other information
\n(taken as a whole) furnished by or on behalf of the Borrowers to the
\nAdministrative Agent or any Lender in connection with the negotiation of this
\nAgreement or delivered hereunder (as modified or supplemented by other
\ninformation so furnished) contains any material misstatement of fact or omits to
\nstate any material fact necessary to make the statements therein, in the light
\nof the circumstances under which they were made, not misleading; provided<\/u>
\nthat, with respect to projected financial information, the Borrowers represent
\nonly that such information was prepared in good faith based upon assumptions
\nbelieved by them to be reasonable at the time made and at the time so furnished.\n<\/p>\n

ARTICLE IV<\/p>\n

Conditions<\/u><\/p>\n

SECTION 4.01. Effective Date.<\/u> The obligations of the Lenders to make
\nLoans and of the Issuing Banks to issue Letters of Credit hereunder shall not
\nbecome effective until the date on which each of the following conditions is
\nsatisfied (or waived in accordance with Section 10.02):<\/p>\n

(a) The Administrative Agent (or its counsel) shall have received from each
\nparty hereto either (i) a counterpart of this Agreement signed on behalf of such
\nparty or (ii) written evidence satisfactory to the Administrative Agent (which
\nmay include facsimile or other electronic image scan transmission of a signed
\nsignature page of this Agreement) that such party has signed a counterpart of
\nthis Agreement.<\/p>\n

(b) The Administrative Agent shall have received a favorable written opinion
\n(addressed to the Agents, the Lenders and the Issuing Banks and dated the
\nEffective Date) of (i) Marie Huber, Senior Vice President and General Counsel of
\nthe Company, and (ii) Fenwick & West LLP, counsel for the Company, covering
\nsuch matters relating to the Company, this Agreement or the Transactions as the
\nAdministrative Agent shall reasonably request.<\/p>\n

(c) The Administrative Agent shall have received such documents and
\ncertificates as the Administrative Agent or its counsel may reasonably request
\nrelating to the organization, existence and good standing of the Company, the
\nauthorization of the<\/p>\n

62<\/p>\n

\n

<\/p>\n

Transactions and any other legal matters relating to the Company, this
\nAgreement or the Transactions, all in form and substance reasonably satisfactory
\nto the Administrative Agent and its counsel.<\/p>\n

(d) The Administrative Agent shall have received a certificate, dated the
\nEffective Date and signed by the President, a Vice President or a Financial
\nOfficer of the Company, confirming compliance with the conditions set forth in
\nparagraphs (a) and (b) of Section 4.02.<\/p>\n

(e) The Administrative Agent shall have received all fees and other amounts
\ndue and payable on or prior to the Effective Date, including, to the extent
\ninvoiced, reimbursement or payment of all out-of-pocket expenses required to be
\nreimbursed or paid by the Company hereunder.<\/p>\n

(f) The Administrative Agent and Lenders shall have received, at least five
\nBusiness Days prior to the Effective Date, all documentation and other
\ninformation relating to the Company requested by them for purposes of ensuring
\ncompliance with applicable “know your customer” and anti-money laundering rules
\nand regulations, including the USA Patriot Act.<\/p>\n

(g) Prior to or substantially contemporaneously with the effectiveness of
\nthis Agreement, all principal, interest, fees and other amounts due or
\noutstanding under the Existing Credit Agreement shall have been or shall be paid
\nin full and the commitments thereunder shall have been or shall be terminated,
\nand the Administrative Agent shall have received reasonably satisfactory
\nevidence thereof.<\/p>\n

The Administrative Agent shall notify the Company and the Lenders of the
\nEffective Date, and such notice shall be conclusive and binding. Notwithstanding
\nthe foregoing, this Agreement shall not become effective unless each of the
\nforegoing conditions is satisfied (or waived pursuant to Section 10.02) on or
\nprior to October 21, 2011.<\/p>\n

SECTION 4.02. Each Credit Event.<\/u> The obligation of each Lender to make
\na Loan on the occasion of any Borrowing, and of each Issuing Bank to issue,
\namend, renew or extend any Letter of Credit, is subject to the satisfaction of
\nthe following conditions:<\/p>\n

(a) The representations and warranties of the Borrowers set forth in this
\nAgreement (other than, with respect to any Borrowing occurring after the
\nEffective Date, the representations set forth in Sections 3.04(b) and 3.05(a))
\nshall be true and correct on and as of the date of such Borrowing or the date of
\nissuance, amendment, renewal or extension of such Letter of Credit, as
\napplicable.<\/p>\n

(b) At the time of and immediately after giving effect to such Borrowing or
\nthe issuance, amendment, renewal or extension of such Letter of Credit, as
\napplicable, no Default shall have occurred and be continuing.<\/p>\n

Each Borrowing and each issuance, amendment, renewal or extension of a Letter
\nof Credit shall be deemed to constitute a representation and warranty by the
\napplicable<\/p>\n

63<\/p>\n

\n

<\/p>\n

Borrower on the date thereof as to the matters specified in paragraphs (a)
\nand (b) of this Section.<\/p>\n

SECTION 4.03. Initial Credit Event for each Borrowing Subsidiary.<\/u> The
\nobligation of the Lenders to make Loans to, and the obligations of the Issuing
\nBanks to issue Letters of Credit for the account of, any Borrowing Subsidiary is
\nsubject to the satisfaction of the following conditions:<\/p>\n

(a) The Administrative Agent (or its counsel) shall have received the
\nBorrowing Subsidiary Agreement with respect to such Borrowing Subsidiary, duly
\nexecuted by all parties thereto.<\/p>\n

(b) The Administrative Agent shall have received such documents (including
\nsuch legal opinions) as the Administrative Agent or its counsel may reasonably
\nrequest relating to the formation, existence and good standing of such Borrowing
\nSubsidiary, the authorization and legality of the Transactions insofar as they
\nrelate to such Borrowing Subsidiary and any other legal matters relating to such
\nBorrowing Subsidiary, its Borrowing Subsidiary Agreement or such Transactions,
\nall in form and substance reasonably satisfactory to the Administrative Agent
\nand its counsel.<\/p>\n

(c) The Administrative Agent and Lenders shall have received, at least five
\nBusiness Days prior to the making of such Loan or issuance of such Letters of
\nCredit, all documentation and other information relating to such Borrowing
\nSubsidiary requested by them for purposes of ensuring compliance with applicable
\n“know your customer” and anti-money laundering rules and regulations, including
\nthe USA Patriot Act.<\/p>\n

ARTICLE V<\/p>\n

Affirmative Covenants<\/u><\/p>\n

Until the Commitments have expired or been terminated and the principal of
\nand interest on each Loan and all fees payable hereunder have been paid in full,
\nall LC Disbursements have been reimbursed and all Letters of Credit have expired
\nor been terminated, the Company and each other Borrower covenants and agrees
\nwith the Lenders that:<\/p>\n

SECTION 5.01. Financial Statements and Other Information.<\/u> The Company
\nwill furnish to the Administrative Agent and each Lender:<\/p>\n

(a) within 90 days after the end of each fiscal year of the Company (or, if
\nearlier, the date on which the Company files the same with the SEC), a copy of
\nits audited consolidated balance sheet and related statements of operations,
\nstockholders153 equity and cash flows as of the end of and for such year, setting
\nforth in each case in comparative form the figures for the previous fiscal year,
\naccompanied by a report of PricewaterhouseCoopers LLP or other independent
\nregistered public accounting firm of recognized national standing (without a\n<\/p>\n

64<\/p>\n

\n

<\/p>\n

“going concern” or like qualification or exception and without any
\nqualification or exception as to the scope of the related audit) to the effect
\nthat such consolidated financial statements present fairly, in all material
\nrespects, the financial position and results of operations and cash flows of the
\nCompany and the consolidated Subsidiaries on a consolidated basis in accordance
\nwith GAAP consistently applied;<\/p>\n

(b) within 60 days after the end of each of the first three fiscal quarters
\nof each fiscal year of the Company (or, if earlier, the date on which the
\nCompany files the same with the SEC), a copy of its consolidated balance sheet
\nand related statements of operations as of the end of and for such fiscal
\nquarter and the then elapsed portion of the fiscal year and its related
\nstatement of cash flows for the then elapsed portion of the fiscal year, setting
\nforth in each case in comparative form the figures for the corresponding period
\nor periods of (or, in the case of the balance sheet, as of the end of) the
\nprevious fiscal year, all certified by one of its Financial Officers as
\npresenting fairly, in all material respects, the financial position and results
\nof operations and cash flows of the Company and the consolidated Subsidiaries on
\na consolidated basis in accordance with GAAP consistently applied, subject to
\nnormal year-end audit adjustments and the absence of footnotes (which
\ncertification requirement shall be deemed satisfied by the execution by a
\nFinancial Officer of the certification required to be filed with the SEC
\npursuant to Item 601 of Regulation S-K);<\/p>\n

(c) concurrently with any delivery of financial statements under clause (a)
\nor (b) above, a certificate signed by a Financial Officer of the Company (i)
\ncertifying as to whether a Default has occurred and is continuing and, if a
\nDefault has occurred and is continuing, specifying the details thereof and any
\naction taken or proposed to be taken with respect thereto and (ii) setting forth
\nreasonably detailed calculations demonstrating compliance with Section 6.07
\n(including whether any Acquisition Indebtedness or Available Unrestricted Cash
\nhas been excluded or deducted, as applicable, from the calculation of Adjusted
\nConsolidated Total Indebtedness);<\/p>\n

(d) promptly after the same become publicly available, copies of all periodic
\nand other reports, proxy statements and other materials filed by the Company or
\nany Subsidiary with the SEC, or distributed by the Company to its stockholders
\ngenerally, as the case may be; and<\/p>\n

(e) promptly following any request therefor, such other information regarding
\nthe operations, business affairs and financial condition of the Company, any
\nother Borrower or any Subsidiary, or compliance with the terms of this
\nAgreement, as the Administrative Agent or any Lender (acting through the
\nAdministrative Agent) may reasonably request.<\/p>\n

Information required to be delivered pursuant to this Section shall be deemed
\nto have been delivered if such information, or one or more annual or quarterly
\nreports containing such information, shall have been posted by the
\nAdministrative Agent on an IntraLinks or<\/p>\n

65<\/p>\n

\n

<\/p>\n

similar site to which the Lenders have been granted access or shall be
\navailable on the website of the SEC at http:\/\/www.sec.gov or the website of the
\nCompany at http:\/\/www.agilent.com and a confirming notice of such posting or
\navailability shall have been delivered to the Administrative Agent (it being
\nagreed that such notice may be delivered by electronic communication to an
\ne-mail address provided by the Administrative Agent to the Company for such
\npurpose, as such e-mail address may be modified by the Administrative Agent from
\ntime to time). Information required to be delivered pursuant to this Section may
\nalso be delivered by electronic communications pursuant to procedures approved
\nby the Administrative Agent.<\/p>\n

SECTION 5.02. Notices of Material Events.<\/u> The Company will furnish to
\nthe Administrative Agent prompt written notice of the following:<\/p>\n

(a) the occurrence of any Default;<\/p>\n

(b) the filing or commencement of any action, suit or proceeding by or before
\nany arbitrator or Governmental Authority against the Company or any Subsidiary
\nthat would be materially likely to have a Material Adverse Effect;<\/p>\n

(c) the occurrence of any ERISA Event that, alone or together with any other
\nERISA Events that have occurred, would be materially likely to be expected to
\nresult in liability of the Company and the Subsidiaries in an aggregate amount
\nexceeding US$100,000,000; and<\/p>\n

(d) any other development that has had, or in the judgment of the Company
\nwould be materially likely to have, a Material Adverse Effect.<\/p>\n

Each notice delivered under this Section shall be accompanied by a statement
\nof a Financial Officer setting forth the details of the event or development
\nrequiring such notice (or referring to a description of such event or
\ndevelopment in the publicly available SEC filings of the Company) and any action
\ntaken or proposed to be taken with respect thereto.<\/p>\n

SECTION 5.03. Existence.<\/u> The Company will, and will cause each
\nSubsidiary to, do or cause to be done all things necessary to preserve, renew
\nand keep in full force and effect its legal existence, except as otherwise
\npermitted by Section 6.04; provided<\/u> that this Section shall not require
\nthe preservation of the legal existence of any Subsidiary that is not a Borrower
\nif the Company shall determine that the preservation of such existence is no
\nlonger necessary or desirable in the conduct of the business of the Company and
\nthe Subsidiaries taken as a whole.<\/p>\n

SECTION 5.04. Businesses and Properties.<\/u> Except as otherwise permitted
\nby Section 6.04 or where the failure to do so would not be materially likely to
\nhave a Material Adverse Effect, the Company will, and will cause each Subsidiary
\nto, at all times (a) do or cause to be done all things reasonably necessary to
\npreserve, renew and keep in full force and effect the rights, licenses, permits,
\nfranchises, patents, copyrights, trademarks and trade names material to the
\nconduct of its business and (b) maintain, preserve and protect all property
\nmaterial to the conduct of such business.<\/p>\n

66<\/p>\n

\n

<\/p>\n

SECTION 5.05. Payment of Taxes.<\/u> The Company will, and will cause each
\nof the Subsidiaries to, pay its Tax liabilities before the same shall become
\ndelinquent or in default, except where (a) the validity or amount thereof is
\nbeing contested in good faith, (b) the Company or the applicable Subsidiary has
\nset aside on its books adequate reserves with respect thereto to the extent
\nrequired by GAAP and (c) the failure to make payment pending such contest would
\nnot be materially likely to be expected to have a Material Adverse Effect.<\/p>\n

SECTION 5.06. Insurance.<\/u> The Company will, and will cause its
\nSubsidiaries, as appropriate, to, maintain, with financially sound and reputable
\ninsurance companies, insurance in such amounts and against such risks as are
\ncustomarily maintained by companies engaged in the same or similar businesses
\noperating in the same or similar locations; provided<\/u>, that the Company
\nand its Subsidiaries may self-insure up to the same extent as other companies of
\nsimilar size engaged in comparable businesses.<\/p>\n

SECTION 5.07. Books and Records; Inspection Rights.<\/u> The Company will,
\nand will cause each of the Subsidiaries to, keep proper books of record and
\naccount in which full, true and correct entries are made of all dealings and
\ntransactions in relation to its business and activities, to the extent required
\nby GAAP. The Company will, and will cause each of the Subsidiaries to, permit
\nany representatives designated by the Administrative Agent or any Lender, at
\nreasonable times and upon reasonable prior notice (given through the
\nAdministrative Agent), to visit and inspect its properties, to examine and make
\nextracts from its books and records and to discuss its affairs, finances and
\ncondition with its officers and independent accountants (it being agreed that,
\nthe foregoing, with respect to any Subsidiary, will be coordinated through the
\nCompany).<\/p>\n

SECTION 5.08. Compliance with Laws.<\/u> The Company will, and will cause
\neach of the Subsidiaries to, comply with all laws, rules, regulations and orders
\nof any Governmental Authority, including Environmental Laws and ERISA,
\napplicable to it or its property, except where the failure to do so,
\nindividually or in the aggregate, could not reasonably be expected to have a
\nMaterial Adverse Effect.<\/p>\n

SECTION 5.09. Use of Proceeds.<\/u> The Borrowers will use the proceeds of
\nthe Loans and the Letters of Credit only for general corporate purposes of the
\nCompany and the Subsidiaries, including to provide liquidity in connection with
\nany commercial paper program and to finance repurchases of the outstanding
\ncommon stock of the Company and acquisitions. The Borrowers will not permit the
\nproceeds of any Loan or any Letter of Credit to be used, whether directly or
\nindirectly, and whether immediately, incidentally or ultimately, for any purpose
\nthat entails a violation of the provisions of the regulations of the Board of
\nGovernors, including Regulation U or Regulation X. The Borrowers will not permit
\nmore than 25% of the value of the assets of the Company individually, or of the
\nCompany and the Subsidiaries on a consolidated basis, that are subject to any
\nprovision of this Agreement under which the sale, pledge or disposition of
\nassets is restricted (within the meaning of Regulation U) to consist of margin
\nstock (as defined in Regulation U).<\/p>\n

67<\/p>\n

\n

<\/p>\n

ARTICLE VI<\/p>\n

Negative Covenants<\/u><\/p>\n

Until the Commitments have expired or been terminated and the principal of
\nand interest on each Loan and all fees payable hereunder have been paid in full,
\nall LC Disbursements have been reimbursed and all Letters of Credit have expired
\nor been terminated, the Company and each other Borrower covenants and agrees
\nwith the Lenders that:<\/p>\n

SECTION 6.01. Subsidiary Indebtedness.<\/u> The Company will not permit any
\nSubsidiary to create, incur, assume or permit to exist any Indebtedness or
\npermit to exist any preferred stock or other preferred equity interests, except:\n<\/p>\n

(a) Indebtedness under this Agreement;<\/p>\n

(b) Indebtedness, preferred stock or other preferred equity interests
\nexisting on the date hereof and set forth on Schedule 6.01 and extensions,
\nrenewals or replacements of any such Indebtedness that do not increase the
\noutstanding principal amount thereof;<\/p>\n

(c) Indebtedness, preferred stock or preferred equity interests of
\nSubsidiaries existing at the time they become Subsidiaries and not incurred or
\nissued or sold in contemplation of their becoming Subsidiaries and extensions,
\nrenewals and replacements of any such Indebtedness that do not increase the
\noutstanding principal amount thereof;<\/p>\n

(d) Indebtedness of any Subsidiary incurred to finance the acquisition,
\nconstruction or improvement by such Subsidiary of any fixed or capital assets,
\nincluding Capital Lease Obligations, provided<\/u> that such Indebtedness is
\nincurred prior to or within 180 days after such acquisition or the completion of
\nsuch construction or improvement, and extensions, renewals and replacements of
\nany such Indebtedness that do not increase the outstanding principal amount
\nthereof;<\/p>\n

(e) Indebtedness of any Subsidiary to the Company or any other Subsidiary, or
\nany preferred stock or other preferred equity interests of any Subsidiary held
\nby the Company or any other Subsidiary; provided<\/u> that no such
\nIndebtedness, preferred stock or other preferred equity interests shall be
\nassigned to, or subjected to any Lien in favor of, a Person other than the
\nCompany or a Subsidiary;<\/p>\n

(f) Indebtedness of any Subsidiary as an account party in respect of letters
\nof credit or letters of guarantee, in each case backing obligations that do not
\nconstitute Indebtedness of any Subsidiary;<\/p>\n

(g) Indebtedness consisting of industrial development, pollution control or
\nother revenue bonds or similar instruments issued or guaranteed by any
\nGovernmental Authority; and<\/p>\n

68<\/p>\n

\n

<\/p>\n

(h) other Indebtedness and preferred stock and other preferred equity
\ninterests not expressly permitted by clauses (a) through (g) above;
\nprovided<\/u> that the sum, without duplication, of (i) the aggregate
\nprincipal amount of the outstanding Indebtedness, and the aggregate liquidation
\npreference value of the outstanding preferred stock and other preferred equity
\ninterests, permitted by this clause (h), (ii) the aggregate principal amount of
\nthe outstanding Indebtedness secured by Liens (including Liens deemed to exist
\nin connection with Securitization Transactions) permitted by Section 6.02(j) and
\n(iii) the Attributable Debt in respect of Sale-Leaseback Transactions permitted
\nby Section 6.03(b) does not at any time exceed the greater of (A) US$400,000,000
\nand (B) 10% of Consolidated Stockholders153 Equity.<\/p>\n

SECTION 6.02. Liens.<\/u> The Company will not, and will not permit any
\nSubsidiary to, create, incur, assume or permit to exist any Lien on any property
\nor asset now owned or hereafter acquired by it, except:<\/p>\n

(a) Permitted Liens;<\/p>\n

(b) Liens created under this Agreement, and Liens on cash collateral provided
\nby the Borrowers to an Issuing Bank in respect of Collateralized Letters of
\nCredit as contemplated by Section 2.05(m);<\/p>\n

(c) Liens existing on the date hereof and set forth on Schedule 6.02 and any
\nextensions, renewals or replacements thereof; provided<\/u> that (i) no such
\nLien shall apply to any other assets of the Company or any Subsidiary, other
\nthan improvements and accessions to the subject assets and proceeds thereof, and
\n(ii) no such Lien shall secure obligations other than those that it secured on
\nthe date hereof and permitted extensions, renewals and replacements thereof that
\ndo not increase the outstanding principal amount thereof;<\/p>\n

(d) Liens on assets existing at the time such assets are acquired by the
\nCompany or a Subsidiary and any extensions, renewals or replacements thereof;
\nprovided<\/u> that (i) no such Lien is created in contemplation of or in
\nconnection with any such acquisition, (ii) no such Lien shall apply to any other
\nassets of the Company or any Subsidiary, other than improvements and accessions
\nto the subject assets and proceeds thereof, and (iii) no such Lien shall secure
\nobligations other than those that it secures on the date of such acquisition and
\nextensions, renewals and replacements thereof that do not increase the
\noutstanding principal amount thereof (other than by the amount of any fees,
\ncosts and expenses in connection with such extension, renewal or replacement and
\nany accrued interest on such obligation);<\/p>\n

(e) Liens on assets of any Person at the time such Person becomes a
\nSubsidiary and any extensions, renewals and replacements thereof;
\nprovided<\/u> that (i) no such Lien is created in contemplation of or in
\nconnection with such Person becoming a Subsidiary, (ii) no such Lien shall apply
\nto any other assets of the Company or any Subsidiary, other than improvements
\nand accessions to the<\/p>\n

69<\/p>\n

\n

<\/p>\n

subject assets and proceeds thereof, and (iii) no such Lien shall secure
\nobligations other than those that it secures on the date such Person becomes a
\nSubsidiary and extensions, renewals and replacements thereof that do not
\nincrease the outstanding principal amount thereof (other than by the amount of
\nany fees, costs and expenses in connection with such extension, renewal or
\nreplacement and any accrued interest on such obligation);<\/p>\n

(f) Liens securing Indebtedness incurred to finance the acquisition,
\nconstruction or improvement of any fixed or capital assets (including Liens
\ndeemed to exist in connection with Capital Lease Obligations) acquired after the
\ndate hereof to the extent such Liens are created at the time of or within 180
\ndays after the acquisition, or the completion of such construction or
\nimprovement, of such fixed or capital assets, and any Liens securing extensions,
\nrefinancings or replacements of such Indebtedness that do not increase the
\noutstanding principal amount thereof; provided<\/u> that no such Lien shall
\napply to any assets of the Company or any Subsidiary, other than the subject
\nfixed or capital assets, improvements and accessions thereto and proceeds
\nthereof;<\/p>\n

(g) customary Liens arising from or created in connection with the issuance
\nof trade letters of credit for the account of the Company or any Subsidiary
\nsupporting obligations not constituting Indebtedness; provided<\/u> that such
\nLiens encumber only the raw materials, inventory, machinery or equipment in
\nconnection with the purchase of which such letters of credit are issued;<\/p>\n

(h) Liens on assets of Subsidiaries securing obligations owed to the Company
\nor one or more other Subsidiaries;<\/p>\n

(i) Liens on cash collateral or government securities to secure obligations
\nunder Hedging Agreements; provided<\/u> that the aggregate value of any
\ncollateral so pledged does not exceed US$30,000,000 in the aggregate at any
\ntime; and<\/p>\n

(j) other Liens securing or deemed to exist in connection with Indebtedness
\nand sales of accounts receivable and interests therein pursuant to
\nSecuritization Transactions; provided<\/u> that the sum, without duplication,
\nof (i) the aggregate principal amount of the outstanding Indebtedness secured by
\nLiens or deemed to exist in connection with Securitization Transactions
\npermitted by this clause (j), (ii) the aggregate principal amount of the
\noutstanding Indebtedness and the aggregate liquidation preference value of the
\noutstanding preferred stock and other preferred equity interests permitted by
\nSection 6.01(h) and (iii) the Attributable Debt in respect of Sale-Leaseback
\nTransactions permitted by Section 6.03(b) does not at any time exceed the
\ngreater of (A) US$400,000,000 and (B) 10% of Consolidated Stockholders153 Equity.\n<\/p>\n

SECTION 6.03. Sale and Leaseback Transactions.<\/u> The Company will not,
\nand will not permit any Subsidiary to, enter into or be a party to any
\nSale-Leaseback Transaction, except:<\/p>\n

70<\/p>\n

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<\/p>\n

(a) Sale-Leaseback Transactions existing on the date hereof and set forth on
\nSchedule 6.03 and extensions, renewals or replacements of any such
\nSale-Leaseback Transaction; provided<\/u> that the assets subject to any such
\nextended, renewed or replaced Sale-Leaseback Transaction shall include only the
\nassets subject thereto on the date hereof, improvements and accessions thereto
\nand proceeds thereof; and<\/p>\n

(b) other Sale-Leaseback Transactions; provided<\/u> that the sum, without
\nduplication, of (i) the aggregate Attributable Debt in respect of Sale-Leaseback
\nTransactions permitted by this clause (b), (ii) the aggregate principal amount
\nof the outstanding Indebtedness, and the aggregate liquidation preference value
\nof the outstanding preferred stock and other preferred equity interests,
\npermitted by Section 6.01(h) and (iii) the aggregate principal amount of the
\noutstanding Indebtedness secured by Liens (including Liens deemed to exist in
\nconnection with Securitization Transactions) permitted by Section 6.02(j) does
\nnot at any time exceed the greater of (A) US$400,000,000 and (B) 10% of
\nConsolidated Stockholders153 Equity.<\/p>\n

SECTION 6.04. Fundamental Changes.<\/u> (a) The Company will not, and will
\nnot permit any Subsidiary to, merge into or consolidate with any other Person,
\nor permit any other Person to merge into or consolidate with it, or sell,
\ntransfer, lease or otherwise dispose of (in one transaction or in a series of
\ntransactions) assets representing all or substantially all the consolidated
\nassets of the Company and the Subsidiaries (whether now owned or hereafter
\nacquired), or liquidate or dissolve, except that if at the time thereof and
\nimmediately after giving pro<\/u> forma<\/u> effect thereto (as if the
\nrelevant transaction and any related incurrence or repayment of Indebtedness had
\noccurred at the beginning of the most recent period of four fiscal quarters for
\nwhich financial statements have been delivered pursuant to Sections 5.01(a) or
\n5.01(b) or, prior to the delivery of any such financial statements, at July 31,
\n2011) no Default shall have occurred and be continuing (i) any Person may merge
\ninto the Company in a transaction in which the Company is the surviving
\ncorporation, (ii) any Person may merge with any Subsidiary in a transaction in
\nwhich the surviving entity is a Subsidiary and (iii) any Subsidiary (other than
\na Borrowing Subsidiary) may liquidate or dissolve or, so long as such
\ntransaction does not constitute a transfer or other disposition (in one
\ntransaction or in a series of transactions) of all or substantially all the
\nconsolidated assets of the Company and the Subsidiaries (whether now owned or
\nhereafter acquired), merge with or into any other Person.<\/p>\n

(b) The Company will not, and will not permit any Subsidiary to, engage to
\nany extent material to the Company and the Subsidiaries on a consolidated basis
\nin any business other than businesses of the type conducted by the Company and
\nthe Subsidiaries on the date of this Agreement and businesses reasonably related
\nor complementary thereto.<\/p>\n

(c) The Company will not permit any other Borrower, while it remains a
\nBorrower, to cease to be a wholly owned Subsidiary.<\/p>\n

71<\/p>\n

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<\/p>\n

SECTION 6.05. Transactions with Affiliates.<\/u> The Company will not, and
\nwill not permit any Subsidiary to, sell, lease or otherwise transfer any
\nproperty or assets to, or purchase, lease or otherwise acquire any property or
\nassets from, or otherwise engage in any other transactions with, any of its
\nAffiliates, except (a) in the ordinary course of business at prices and on terms
\nand conditions not less favorable to the Company or such Subsidiary than could
\nbe obtained on an arm153s-length basis from unrelated third parties; (b)
\ntransactions between or among the Company and the Subsidiaries (or between or
\namong two or more Subsidiaries) not involving any other Affiliate; and (c)
\ncompensation arrangements for directors or executive officers approved by the
\nBoard of Directors of the Company or the compensation committee of such Board of
\nDirectors; provided<\/u> that nothing contained in this Section shall prevent
\nthe Company from paying dividends or making other cash distributions to its
\nstockholders.<\/p>\n

SECTION 6.06. Restrictive Agreements.<\/u> The Company will not, and will
\nnot permit any Subsidiary to, enter into any agreement that (a) prohibits the
\nCompany or any Subsidiary from creating or permitting to exist any Lien that
\nsecures the Obligations outstanding under this Agreement or (b) restricts the
\nability of any Subsidiary to pay dividends or other distributions to the Company
\nor other Subsidiaries or to make loans or advances to the Company or other
\nSubsidiaries or to repay loans or advances made by the Company or other
\nSubsidiaries to it or to Guarantee the Obligations outstanding under this
\nAgreement; provided<\/u> that the foregoing shall not apply to:<\/p>\n

(a) restrictions or conditions imposed by law or by this Agreement;<\/p>\n

(b) restrictions or conditions existing on the date hereof and set forth in
\nSchedule 6.06 (or to any extension, amendment, modification, renewal or
\nreplacement thereof not expanding the scope of any such restriction or
\ncondition) to the extent such restrictions and conditions apply only to such
\nSubsidiary and not to any other Subsidiary,<\/p>\n

(c) restrictions or conditions that are binding on a Subsidiary at the time
\nsuch Subsidiary first becomes a Subsidiary, so long as such restrictions or
\nconditions were not entered into in contemplation of such Person becoming a
\nSubsidiary;<\/p>\n

(d) restrictions or conditions in agreements that represent or secure
\nIndebtedness of a Foreign Subsidiary, provided<\/u> that such restrictions or
\nconditions apply solely to such Foreign Subsidiary;<\/p>\n

(e) restrictions or conditions that are customary provisions in joint venture
\nagreements and other similar agreements applicable to joint ventures and
\napplicable solely to such joint ventures;<\/p>\n

(f) restrictions or conditions on Liens in favor of any holder of
\nIndebtedness permitted under Section 6.01 and 6.02 but solely to the extent any
\nnegative pledge or other restriction on Liens relates to the property financed
\nby such Indebtedness, and negative pledge clauses in favor of any holder of
\nIndebtedness permitted under this Agreement that restrict Liens unless the
\nholder of such Indebtedness is equally and ratably secured thereby;<\/p>\n

72<\/p>\n

\n

<\/p>\n

(g) customary restrictions and conditions contained in agreements relating to
\nthe sale of a Subsidiary or of any assets pending such sale to the extent that
\nsuch restrictions and conditions apply only to the Subsidiary or assets that is
\nor are to be sold and such sale is permitted hereunder;<\/p>\n

(h) restrictions and conditions imposed upon any project finance,
\nsecuritization or other special purpose Subsidiary in connection with any
\nincurrence by it of Indebtedness permitted hereunder if (i) the principal
\nobligations arising under such transaction are solely obligations of such
\nSubsidiary and are non-recourse to the Company or any other Subsidiary and (ii)
\nsuch restrictions apply only to such Subsidiary and not to any other Subsidiary;\n<\/p>\n

(i) restrictions and conditions imposed on the transfer of licensed
\nintellectual property and customary provisions in leases, licenses or other
\nagreements that restrict the assignment, sublease or sublicense of such
\nagreements or any rights thereunder;<\/p>\n

(j) customary financial covenants affecting the maintenance or retention of
\nassets or capital by a Subsidiary; and<\/p>\n

(k) restrictions or conditions imposed by any agreement relating to secured
\nIndebtedness that is permitted under Section 6.01 and 6.02, to the extent that
\nsuch restrictions apply only to the property or assets securing such
\nIndebtedness.<\/p>\n

The Company will not permit any restrictive agreements under this Section
\n6.06 that, individually or in the aggregate, would limit the ability of the
\nSubsidiaries, taken as a whole, to pay dividends or make distributions to the
\nCompany to the extent that such dividends or distributions are required in order
\nto enable the Company to perform its obligations under this Agreement.<\/p>\n

SECTION 6.07. Adjusted Leverage Ratio.<\/u> The Company will not at any
\ntime permit the ratio of (a) Adjusted Consolidated Total Indebtedness at such
\ntime to (b) Consolidated EBITDA for the most recently ended period of four
\nconsecutive fiscal quarters to be greater than 3.50 to 1.00.<\/p>\n

ARTICLE VII<\/p>\n

Events of Default<\/u><\/p>\n

If any of the following events (“Events of Default<\/u>“) shall occur:<\/p>\n

(a) any Borrower shall fail to pay any principal of any Loan or any
\nreimbursement obligation in respect of any LC Disbursement when and as the same
\nshall become due and payable, whether at the due date thereof or at a date fixed
\nfor prepayment thereof or otherwise;<\/p>\n

73<\/p>\n

\n

<\/p>\n

(b) any Borrower shall fail to pay any interest on any Loan or any fee or any
\nother amount (other than an amount referred to in clause (a) of this Article)
\npayable under this Agreement, when and as the same shall become due and payable,
\nand such failure shall continue unremedied for a period of three Business Days;\n<\/p>\n

(c) any representation or warranty made or deemed made by or on behalf of the
\nCompany or any other Borrower in or in connection with this Agreement or any
\namendment or modification hereof or waiver hereunder, or in any report,
\ncertificate, financial statement or other document furnished pursuant to or in
\nconnection with this Agreement or any amendment or modification hereof or waiver
\nhereunder, shall prove to have been materially incorrect when made or deemed
\nmade;<\/p>\n

(d) the Company or any other Borrower shall fail to observe or perform any
\ncovenant, condition or agreement contained in Section 5.02, 5.03 (with respect
\nto any Borrower153s existence) or 5.09 or in Article VI;<\/p>\n

(e) the Company or any other Borrower shall fail to observe or perform any
\ncovenant, condition or agreement contained in this Agreement (other than those
\nspecified in clause (a), (b) or (d) of this Article), and such failure shall
\ncontinue unremedied for a period of 30 days after notice thereof from the
\nAdministrative Agent to the Company (which notice will be given at the request
\nof any Lender);<\/p>\n

(f) the Company or any Subsidiary shall fail to make any payment (whether of
\nprincipal or interest) in respect of any Material Indebtedness, when and as the
\nsame shall become due and payable or within any applicable cure period;<\/p>\n

(g) any event or condition occurs that results in any Material Indebtedness
\nbecoming due or being terminated or required to be prepaid, repurchased,
\nredeemed or defeased prior to its scheduled maturity, or that enables or permits
\n(with or without the giving of notice, the lapse of time or both) the holder or
\nholders of any Material Indebtedness (or, in the case of any Securitization
\nTransaction, the purchasers or lenders thereunder or, in the case of any Hedging
\nAgreement, the counterparties thereto) or any trustee or agent on its or their
\nbehalf to cause any Material Indebtedness to become due, or to terminate or
\nrequire the prepayment, repurchase, redemption or defeasance thereof, prior to
\nits scheduled maturity; provided<\/u> that this clause (g) shall not apply to
\nsecured Indebtedness that becomes due as a result of the voluntary sale or
\ntransfer of property or assets;<\/p>\n

(h) an involuntary proceeding shall be commenced or an involuntary petition
\nshall be filed seeking (i) liquidation, reorganization or other relief in
\nrespect of the Company or any Material Subsidiary or its debts, or of a
\nsubstantial part of its assets, under any Federal, state or foreign bankruptcy,
\ninsolvency, receivership or similar law now or hereafter in effect or (ii) the
\nappointment of a receiver, trustee, custodian, sequestrator, conservator or
\nsimilar official for the Company or any Material Subsidiary or for a substantial
\npart of its assets, and, in any such case, such proceeding or petition shall
\ncontinue undismissed for 60 days or an order or decree approving or ordering any
\nof the foregoing shall be entered;<\/p>\n

74<\/p>\n

\n

<\/p>\n

(i) the Company or any Material Subsidiary shall (i) voluntarily commence any
\nproceeding or file any petition seeking liquidation, reorganization or other
\nrelief under any Federal, state or foreign bankruptcy, insolvency, receivership
\nor similar law now or hereafter in effect, (ii) consent to the institution of,
\nor fail to contest in a timely and appropriate manner, any proceeding or
\npetition described in clause (h) of this Article, (iii) apply for or consent to
\nthe appointment of a receiver, trustee, custodian, sequestrator, conservator or
\nsimilar official for the Company or any Material Subsidiary or for a substantial
\npart of its assets, (iv) file an answer admitting the material allegations of a
\npetition filed against it in any such proceeding, (v) make a general assignment
\nfor the benefit of creditors or (vi) take any action for the purpose of
\neffecting any of the foregoing;<\/p>\n

(j) the Company or any Material Subsidiary shall become unable, admit in
\nwriting its inability or fail generally to pay its debts as they become due;\n<\/p>\n

(k) one or more judgments for the payment of money in an aggregate amount in
\nexcess of US$100,000,000 (net of any available insurance provided by a solvent
\nand unaffiliated insurer that has not disputed coverage) shall be rendered
\nagainst the Company, any Subsidiary or any combination thereof and the same
\nshall remain undischarged for a period of 60 consecutive days during which
\nexecution shall not be effectively stayed, or a judgment creditor shall have
\nattached or levied upon any assets of the Company or any Subsidiary to enforce
\nany such judgment (but only if such attachment or levy shall not be effectively
\nstayed);<\/p>\n

(l) an ERISA Event shall have occurred that, in the opinion of the Required
\nLenders, when taken together with all other ERISA Events that have occurred,
\nwould be materially likely to result in liability of the Company and the
\nSubsidiaries in an aggregate amount in excess of US$100,000,000;<\/p>\n

(m) the guarantee of the Company hereunder shall cease to be, or shall be
\nasserted by the Company not to be, a legal, valid or binding obligation of the
\nCompany; or<\/p>\n

(n) a Change in Control shall occur;<\/p>\n

then, and in every such event (other than an event with respect to any
\nBorrower described in clause (h) or (i) of this Article), and at any time
\nthereafter during the continuance of such event, the Administrative Agent may,
\nand at the request of the Required Lenders shall, by notice to the Company, take
\neither or both of the following actions, at the same or different times: (i)
\nterminate the Commitments, and thereupon the Commitments shall terminate
\nimmediately, and (ii) declare the Loans then outstanding to be due and payable
\nin whole (or in part, in which case any principal not so declared to be due and
\npayable may thereafter be declared to be due and payable), and thereupon the
\nprincipal of the Loans so declared to be due and payable, together with accrued
\ninterest thereon and all fees and other obligations of the Borrowers accrued
\nhereunder, shall become due and payable immediately, without presentment,
\ndemand, protest or other notice of any kind, all of which are hereby waived by
\nthe Borrowers; and in case of any event with respect to<\/p>\n

75<\/p>\n

\n

<\/p>\n

any Borrower described in clause (h) or (i) of this Article, the Commitments
\nshall automatically terminate and the principal of the Loans then outstanding,
\ntogether with accrued interest thereon and all fees and other obligations of the
\nBorrowers accrued hereunder, shall automatically become due and payable, without
\npresentment, demand, protest or other notice of any kind, all of which are
\nhereby waived by the Borrowers.<\/p>\n

ARTICLE VIII<\/p>\n

The Agents<\/u><\/p>\n

Each of the Lenders and the Issuing Banks hereby irrevocably appoints the
\nentity named as Administrative Agent or London Agent in the heading of this
\nAgreement and its successors to serve as Administrative Agent and London Agent
\nunder the Loan Documents, and authorizes the Agents to take such actions on its
\nbehalf and to exercise such powers as are delegated to the Agents by the terms
\nof the Loan Documents, together with such actions and powers as are reasonably
\nincidental thereto.<\/p>\n

Any Person serving as an Agent hereunder shall have the same rights and
\npowers in its capacity as a Lender or an Issuing Bank as any other Lender or
\nIssuing Bank and may exercise the same as though it were not an Agent, and such
\nPerson and its Affiliates may accept deposits from, lend money to, act as the
\nfinancial advisor or in any other advisory capacity for and generally engage in
\nany kind of business with the Company or any Subsidiary or other Affiliate
\nthereof as if it were not an Agent hereunder and without any duty to account
\ntherefor to the Lenders or Issuing Banks.<\/p>\n

The Agents shall not have any duties or obligations except those expressly
\nset forth herein. Without limiting the generality of the foregoing, (a) the
\nAgents shall not be subject to any fiduciary or other implied duties, regardless
\nof whether a Default has occurred and is continuing, (b) the Agents shall not
\nhave any duty to take any discretionary action or exercise any discretionary
\npowers, except discretionary rights and powers expressly contemplated hereby
\nthat the Agents are required to exercise as directed in writing by the Required
\nLenders (or such other number or percentage of the Lenders as shall be
\nnecessary, or as an Agent shall believe in good faith to be necessary, under the
\ncircumstances as provided in Section 10.02), provided<\/u> that no Agent shall
\nbe required to take any action that, in its opinion, could expose such Agent to
\nliability or to be contrary to any Loan Document or applicable law, rule or
\nregulation, and (c) except as expressly set forth herein, the Agents shall not
\nhave any duty to disclose, and shall not be liable for the failure to disclose,
\nany information relating to the Company or any of its Subsidiaries that is
\ncommunicated to or obtained by any of them or any of their Affiliates in any
\ncapacity. The Agents shall not be liable for any action taken or not taken by
\nthem with the consent or at the request of the Required Lenders (or such other
\nnumber or percentage of the Lenders as shall be necessary, or as an Agent shall
\nbelieve in good faith to be necessary, under the circumstances as provided in
\nSection 10.02) or in the absence of their own gross negligence or willful
\nmisconduct (such absence to be presumed unless otherwise determined by a final,
\nnon-appealable judgment of a court of competent jurisdiction). Each Agent shall
\nbe deemed to have no knowledge of any Default unless<\/p>\n

76<\/p>\n

\n

<\/p>\n

and until written notice thereof is given to such Agent by the Company or a
\nLender, and the Agents shall not be responsible for or have any duty to
\nascertain or inquire into (i) any statement, warranty or representation made in
\nor in connection with this Agreement, (ii) the contents of any certificate,
\nreport or other document delivered hereunder or in connection herewith, (iii)
\nthe performance or observance of any of the covenants, agreements or other terms
\nor conditions set forth herein, (iv) the sufficiency, validity, enforceability,
\neffectiveness or genuineness of this Agreement or any other agreement,
\ninstrument or document or (v) the satisfaction of any condition set forth in
\nArticle IV or elsewhere herein, other than to confirm receipt of items expressly
\nrequired to be delivered to the Administrative Agent. Notwithstanding anything
\nherein to the contrary, the Agents shall not have any liability arising from any
\nconfirmation of the Revolving Credit Exposure or the component amounts thereof,
\nany Exchange Rate or any US Dollar Equivalent.<\/p>\n

Each Agent shall be entitled to rely upon, and shall not incur any liability
\nfor relying upon, any notice, request, certificate, consent, statement,
\ninstrument, document or other writing (including any electronic message,
\nInternet or intranet website posting or other distribution) believed by it to be
\ngenuine and to have been signed, sent or otherwise authenticated by the proper
\nPerson. Each Agent also may rely upon any statement made to it orally or by
\ntelephone and believed by it to be made by the proper Person, and shall not
\nincur any liability for relying thereon. Each Agent may consult with legal
\ncounsel (who may be counsel for any Borrower), independent accountants and other
\nexperts selected by it, and shall not be liable for any action taken or not
\ntaken by it in accordance with the advice of any such counsel, accountants or
\nexperts.<\/p>\n

Each Agent may perform any and all its duties and exercise its rights and
\npowers by or through any one or more sub-agents appointed by it. Each Agent and
\nany such sub-agent may perform any and all its duties and exercise its rights
\nand powers through their respective Related Parties. The exculpatory provisions
\nof the preceding paragraphs shall apply to any such sub-agent and to the Related
\nParties of each Agent and any such sub-agent, and shall apply to their
\nrespective activities in connection with the syndication of the credit
\nfacilities provided for herein as well as activities as Agent.<\/p>\n

Subject to the appointment and acceptance of a successor Agent as provided in
\nthis paragraph, each Agent may resign at any time by notifying the Lenders, the
\nIssuing Banks and the Company. Upon any such resignation, the Administrative
\nAgent (in the case of a resignation by the London Agent) or the Company (in the
\ncase of a resignation by the Administrative Agent) shall have the right, in
\nconsultation with the Required Lenders, to appoint a successor. If no successor
\nAgent shall have been so appointed and shall have accepted such appointment
\nwithin 30 days after the retiring Agent gives notice of its resignation, then
\nthe retiring Agent may, on behalf of the Lenders and the Issuing Banks, appoint
\na successor Agent, which shall be a bank with an office in New York, New York,
\nor an Affiliate of any such bank. Upon the acceptance of its appointment as
\nAgent hereunder by a successor, such successor shall succeed to and become
\nvested with all the rights, powers, privileges and duties of the retiring Agent,
\nand the retiring Agent shall be discharged from its duties and obligations
\nhereunder. The fees payable by the Company to a successor Agent shall be the
\nsame as those payable to its<\/p>\n

77<\/p>\n

\n

<\/p>\n

predecessor unless otherwise agreed between the Company and such successor.
\nAfter an Agent153s resignation hereunder, the provisions of this Article and
\nSection 10.03 shall continue in effect for the benefit of the retiring Agent,
\nits sub-agents and their respective Related Parties in respect of any actions
\ntaken or omitted to be taken by any of them while it was acting as Agent.<\/p>\n

Each Lender and each Issuing Bank acknowledges that it has, independently and
\nwithout reliance upon either Agent, any Arranger or any other Lender and based
\non such documents and information as it has deemed appropriate, made its own
\ncredit analysis and decision to enter into this Agreement. Each Lender and
\nIssuing Bank also acknowledges that it will, independently and without reliance
\nupon either Agent, any Arranger or any other Lender and based on such documents
\nand information as it shall from time to time deem appropriate, continue to make
\nits own decisions in taking or not taking action under or based upon this
\nAgreement, any related agreement or any document furnished hereunder or
\nthereunder.<\/p>\n

The parties agree that none of the Arrangers or Syndication Agents referred
\nto on the cover page of this Agreement shall, in its capacity as such, have any
\nduties or responsibilities under this Agreement or any other Loan Document.<\/p>\n

ARTICLE IX<\/p>\n

Guarantee<\/u><\/p>\n

In order to induce the Lenders and the Issuing Banks to extend credit to the
\nBorrowing Subsidiaries hereunder, the Company hereby irrevocably and
\nunconditionally guarantees, as a primary obligor and not merely as a surety, the
\npayment when and as due of the Obligations of each Borrowing Subsidiary. The
\nCompany further agrees that the due and punctual payment of such Obligations may
\nbe extended or renewed, in whole or in part, without notice to or further assent
\nfrom it, and that it will remain bound upon its guarantee hereunder
\nnotwithstanding any such extension or renewal of any such Obligation.<\/p>\n

The Company waives presentment to, demand of payment from and protest to any
\nBorrowing Subsidiary of any of the Obligations, and also waives notice of
\nacceptance of its obligations and notice of protest for nonpayment. The
\nobligations of the Company hereunder shall not be affected by (a) the failure of
\nany Agent, any Lender or any Issuing Bank to assert any claim or demand or to
\nenforce any right or remedy against any Borrowing Subsidiary under the
\nprovisions of this Agreement or otherwise; (b) any extension or renewal of any
\nof the Obligations; (c) any rescission, waiver, amendment or modification of, or
\nrelease from, any of the terms or provisions of this Agreement, or any other
\nagreement; (d) any default, failure or delay, willful or otherwise, in the
\nperformance of any of the Obligations; or (e) any other act, omission or delay
\nto do any other act which may or might in any manner or to any extent vary the
\nrisk of the Company or otherwise operate as a discharge of a guarantor as a
\nmatter of law or equity or which would impair or eliminate any right of the
\nCompany to subrogation.<\/p>\n

78<\/p>\n

\n

<\/p>\n

The Company further agrees that its agreement hereunder constitutes a
\nguarantee of payment when due (whether or not any bankruptcy or similar
\nproceeding shall have stayed the accrual or collection of any of the Obligations
\nor operated as a discharge thereof) and not merely of collection, and waives any
\nright to require that any resort be had by any Agent, any Lender or any Issuing
\nBank to any balance of any deposit account or credit on the books of such Agent,
\nsuch Lender or such Issuing Bank in favor of any Borrowing Subsidiary or any
\nother Person.<\/p>\n

The obligations of the Company hereunder shall not be subject to any
\nreduction, limitation, impairment or termination for any reason, and shall not
\nbe subject to any defense or set-off, counterclaim, recoupment or termination
\nwhatsoever, by reason of the invalidity, illegality or unenforceability of any
\nof the Obligations, any impossibility in the performance of any of the
\nObligations or otherwise.<\/p>\n

The Company further agrees that its obligations hereunder shall continue to
\nbe effective or be reinstated, as the case may be, if at any time payment, or
\nany part thereof, of any Obligation is rescinded or must otherwise be restored
\nby the Administrative Agent, any Lender or any Issuing Bank upon the bankruptcy
\nor reorganization of any Borrowing Subsidiary or otherwise.<\/p>\n

In furtherance of the foregoing and not in limitation of any other right that
\nany Agent, any Lender or any Issuing Bank may have at law or in equity against
\nthe Company by virtue hereof, upon the failure of any Borrowing Subsidiary to
\npay any Obligation when and as the same shall become due, whether at maturity,
\nby acceleration, after notice of prepayment or otherwise, the Company hereby
\npromises to and will, upon receipt of written demand by the Administrative
\nAgent, any Lender or any Issuing Bank, forthwith pay, or cause to be paid, to
\nthe Administrative Agent, such Lender or such Issuing Bank in cash an amount
\nequal to the unpaid principal amount of such Obligation then due, together with
\naccrued and unpaid interest thereon. The Company further agrees that if payment
\nin respect of any Obligation shall be due in a currency other than US Dollars
\nand\/or at a place of payment other than New York and if, by reason of any Change
\nin Law, disruption of currency or foreign exchange markets, war or civil
\ndisturbance or other event, payment of such Obligation in such currency or at
\nsuch place of payment shall be impossible or, in the reasonable judgment of the
\nAdministrative Agent or any Lender, not consistent with the protection of its
\nrights or interests, then, at the election of the Administrative Agent, the
\nCompany shall make payment of such Obligation in US Dollars (based upon the
\napplicable Exchange Rate in effect on the date of payment) and\/or in New York,
\nand shall indemnify the Administrative Agent and each Lender against any losses
\nor reasonable out-of-pocket expenses that it shall sustain as a result of such
\nalternative payment.<\/p>\n

Upon payment by the Company of any sums as provided above, all rights of the
\nCompany against any Borrowing Subsidiary arising as a result thereof by way of
\nright of subrogation or otherwise shall in all respects be subordinated and
\njunior in right of payment to the prior indefeasible payment in full of all the
\nObligations owed by such Borrowing Subsidiary to the Agents, the Issuing Banks
\nand the Lenders.<\/p>\n

79<\/p>\n

\n

<\/p>\n

Nothing shall discharge or satisfy the liability of the Company hereunder
\nexcept the full and indefeasible performance and payment of the Obligations.\n<\/p>\n

ARTICLE X<\/p>\n

Miscellaneous<\/u><\/p>\n

SECTION 10.01. Notices.<\/u> (a) Except in the case of notices and other
\ncommunications expressly permitted to be given by telephone (and subject to
\nparagraph (b) of this Section), all notices and other communications provided
\nfor herein shall be in writing and shall be delivered by hand or overnight
\ncourier service, mailed by certified or registered mail or sent by fax, as
\nfollows:<\/p>\n

(i) if to the Company, to it at Agilent Technologies, Inc., 5301 Stevens
\nCreek Blvd., Santa Clara, California, Attention of Treasurer (Fax No. (408)
\n553-3417), with a copy to the Attention of Assistant Treasurer (Fax No. (408)
\n553-7516);<\/p>\n

(ii) if to any Borrowing Subsidiary, to it in care of the Company as provided
\nin paragraph (a) above;<\/p>\n

(iii) if to the Administrative Agent or JPMorgan Chase Bank, N.A., in its
\ncapacity as an Issuing Bank or the Swingline Lender, to JPMorgan Chase Bank,
\nN.A., Loan and Agency Services Group, 1111 Fannin, 10th Floor, Houston, TX
\n77002, Attention of Nga Maryann Bui (Fax No. (713) 750-2358);<\/p>\n

(iv) if to the London Agent, to J.P. Morgan Europe Limited, 125 London Wall,
\nLondon EC2Y 5AJ, Attention of Agency Department (Fax No. 44 207 777 2360), with
\na copy to the Administrative Agent as provided under clause (c) above; and<\/p>\n

(v) if to any other Issuing Bank or Lender, to it at its address (or fax
\nnumber) set forth in its Administrative Questionnaire.<\/p>\n

Notices sent by hand or overnight courier service, or mailed by certified or
\nregistered mail, shall be deemed to have been given when received; notices sent
\nby fax shall be deemed to have been given when sent (except that, if not given
\nduring normal business hours for the recipient, shall be deemed to have been
\ngiven at the opening of business on the next business day for the recipient);
\nand notices delivered through electronic communications to the extent provided
\nin paragraph (b) below shall be effective as provided in such paragraph.<\/p>\n

(b) Notwithstanding anything herein to the contrary, notices and other
\ncommunications to the Lenders and Issuing Banks hereunder may be delivered or
\nfurnished by electronic communications (including email and Internet and
\nintranet websites) pursuant to procedures approved by the Administrative Agent;
\nprovided<\/u> that the foregoing shall not apply to notices under Article II
\nto any Lender or Issuing Bank if<\/p>\n

80<\/p>\n

\n

<\/p>\n

such Lender or Issuing Bank, as applicable, has notified the Administrative
\nAgent that it is incapable of receiving notices under such Article by electronic
\ncommunication. Any notices or other communications to the Administrative Agent
\nor the Company may be delivered or furnished by electronic communications
\npursuant to procedures approved by the recipient thereof prior thereto;
\nprovided<\/u> that approval of such procedures may be limited or rescinded by
\nany such Person by notice to each other such Person.<\/p>\n

(c) Any party hereto may change its address or fax number for notices and
\nother communications hereunder by notice to the other parties hereto.<\/p>\n

SECTION 10.02. Waivers; Amendments.<\/u> (a) No failure or delay by any
\nAgent, any Issuing Bank or any Lender in exercising any right or power hereunder
\nshall operate as a waiver thereof, nor shall any single or partial exercise of
\nany such right or power, or any abandonment or discontinuance of steps to
\nenforce such a right or power, preclude any other or further exercise thereof or
\nthe exercise of any other right or power. The rights and remedies of the Agents,
\nthe Issuing Banks and the Lenders hereunder are cumulative and are not exclusive
\nof any rights or remedies that they would otherwise have. No waiver of any
\nprovision of this Agreement or consent to any departure by any Borrower
\ntherefrom shall in any event be effective unless the same shall be permitted by
\nparagraph (b) of this Section, and then such waiver or consent shall be
\neffective only in the specific instance and for the specific purpose for which
\ngiven. Without limiting the generality of the foregoing, the execution and
\ndelivery of this Agreement, the making of a Loan or the issuance of a Letter of
\nCredit shall not be construed as a waiver of any Default, regardless of whether
\nthe Administrative Agent, any Lender or any Issuing Bank may have had notice or
\nknowledge of such Default at the time.<\/p>\n

(b) Neither this Agreement nor any provision hereof may be waived, amended or
\nmodified except pursuant to an agreement or agreements in writing entered into
\nby the Company and the Required Lenders or by the Company and the Administrative
\nAgent with the consent of the Required Lenders; provided<\/u> that no such
\nagreement shall (i) increase the Commitment of any Lender without the written
\nconsent of such Lender, (ii) reduce the principal amount of any Loan or LC
\nDisbursement or reduce the rate of interest thereon (other than as a result of
\nany waiver of any increase in the interest rate applicable to any Loan pursuant
\nto Section 2.13(d)), or reduce any fees payable hereunder, without the written
\nconsent of each Lender adversely affected thereby, (iii) postpone the scheduled
\ndate of payment of the principal amount of any Loan or LC Disbursement, or any
\ninterest thereon, or any fees payable hereunder, or reduce the amount of, waive
\nor excuse any such payment, or postpone the scheduled date of expiration of any
\nCommitment, in each case, without the written consent of each Lender adversely
\naffected thereby, (iv) change Section 2.08(c) or Section 2.18(b) or 2.18(c) in a
\nmanner that would alter the pro rata sharing of Commitment reductions or
\npayments required thereby, as the case may be, without the written consent of
\neach Lender adversely affected thereby, (v) change any of the provisions of this
\nSection or the percentage set forth in the definition of the term “Required
\nLenders” or any other provision hereof specifying the number or percentage of
\nLenders required to waive, amend or modify any rights hereunder or make any
\ndetermination or grant any consent hereunder, without the written consent of
\neach Lender or (vi) release the Company from,<\/p>\n

81<\/p>\n

\n

<\/p>\n

or limit or condition, its Obligations under Article IX without the written
\nconsent of each Lender; provided further<\/u> that no such agreement shall
\namend, modify or otherwise affect the rights or duties of the Administrative
\nAgent, any Issuing Bank or the Swingline Lender hereunder without the prior
\nwritten consent of the Administrative Agent, such Issuing Bank or the Swingline
\nLender, as the case may be. Notwithstanding anything else in this Section to the
\ncontrary (A) any amendment of the definition of the term “Applicable Rate”
\npursuant to the last sentence of such definition shall require only the written
\nconsent of the Company and the Required Lenders and (B) no consent with respect
\nto any waiver, amendment or modification of this Agreement or any other Loan
\nDocument shall be required of any Defaulting Lender, except with respect to any
\nwaiver, amendment or other modification referred to in clause (i), (ii) or (iii)
\nof the first proviso of this paragraph and then only in the event such
\nDefaulting Lender shall be adversely affected by such amendment, waiver or other
\nmodification.<\/p>\n

SECTION 10.03. Expenses; Indemnity; Damage Waiver.<\/u> (a) The Company
\nshall pay (i) all reasonable out-of-pocket expenses incurred by the Agents, the
\nArrangers and their respective Affiliates, including the reasonable fees,
\ncharges and disbursements of counsel for the Agents, in connection with the
\nsyndication of the credit facilities provided for herein, the preparation and
\nadministration of this Agreement or any amendments, modifications or waivers of
\nthe provisions hereof (whether or not the transactions contemplated hereby or
\nthereby shall be consummated), (ii) all reasonable out-of-pocket expenses
\nincurred by the Issuing Banks in connection with the issuance, amendment,
\nrenewal or extension of any Letter of Credit or any demand for payment
\nthereunder and (iii) all out-of-pocket expenses incurred by any Agent, any
\nIssuing Bank or any Lender, including the reasonable fees, charges and
\ndisbursements of any counsel for any Agent, any Issuing Bank or any Lender, in
\nconnection with the lawful enforcement of its rights in connection with this
\nAgreement, including its rights under this Section, or in connection with the
\nLoans made or Letters of Credit issued hereunder, including all such
\nout-of-pocket expenses incurred during any workout, restructuring or
\nnegotiations in respect of such Loans or Letters of Credit.<\/p>\n

(b) The Company shall indemnify each Agent, each Arranger, each Syndication
\nAgent and each Lender, and each Related Party of any of the foregoing Persons
\n(each such Person being called an “Indemnitee<\/u>“) against, and hold each
\nIndemnitee harmless from, any and all losses, claims, damages, liabilities and
\nrelated expenses, including the fees, charges and disbursements of any counsel
\nfor any Indemnitee, incurred by or asserted against any Indemnitee arising out
\nof, in connection with, or as a result of (i) the execution or delivery of this
\nAgreement or any agreement or instrument contemplated hereby, the performance by
\nthe parties hereto of their respective obligations hereunder or the consummation
\nof the Transactions or any other transactions contemplated hereby, (ii) any Loan
\nor Letter of Credit or the use of the proceeds therefrom (including any refusal
\nby an Issuing Bank to honor a demand for payment under a Letter of Credit if the
\ndocuments presented in connection with such demand do not strictly comply with
\nthe terms of such Letter of Credit), (iii) any actual or alleged presence or
\nrelease of Hazardous Materials on or from any property owned or operated by the
\nCompany or any of its Subsidiaries, or any Environmental Liability related in
\nany way to the Company or any of its Subsidiaries, or (iv) any actual or
\nprospective claim,<\/p>\n

82<\/p>\n

\n

<\/p>\n

litigation, investigation or proceeding relating to any of the foregoing,
\nwhether based on contract, tort or any other theory and regardless of whether
\nany Indemnitee is a party thereto or whether brought by any third party or by
\nthe Company or any of its Affiliates; provided<\/u> that such indemnity shall
\nnot, as to any Indemnitee, be available to the extent that such losses, claims,
\ndamages, liabilities or related expenses are determined by a court of competent
\njurisdiction by final and non-appealable judgment to have resulted from the
\ngross negligence or willful misconduct of such Indemnitee.<\/p>\n

(c) To the extent that the Company fails to pay any amount required to be
\npaid by it to any Agent (or any agent thereof), any Issuing Bank or the
\nSwingline Lender, or any Related Party of any of the foregoing, under paragraph
\n(a) or (b) of this Section, each Lender severally agrees to pay to such Agent
\n(or such sub-agent), such Issuing Bank, the Swingline Lender, or such Related
\nParty, as the case may be, such Lender153s Applicable Percentage (determined as of
\nthe time that the applicable unreimbursed expense or indemnity payment is
\nsought) of such unpaid amount; provided<\/u> that the unreimbursed expense or
\nindemnified loss, claim, damage, liability or related expense, as the case may
\nbe, was incurred by or asserted against such Agent (or such sub-agent), such
\nIssuing Bank or the Swingline Lender in its capacity as such, or against any
\nRelated Party of any of the foregoing for either Agent (or any such sub-agent),
\nany Issuing Bank or the Swingline Lender in connection with such capacity.<\/p>\n

(d) To the extent permitted by applicable law, no Borrower shall assert, and
\neach Borrower hereby waives, any claim against any Indemnitee, on any theory of
\nliability, for (i) any damages arising from the use by others of information or
\nother materials obtained through telecommunications, electronic or other
\ninformation transmission systems (including the Internet) or (ii) special,
\nindirect, consequential or punitive damages (as opposed to direct or actual
\ndamages) arising out of, in connection with, or as a result of, this Agreement
\nor any agreement or instrument contemplated hereby, the Transactions, any Loan
\nor Letter of Credit or the use of the proceeds thereof.<\/p>\n

(e) All amounts due under this Section shall be payable promptly after
\nwritten demand therefor.<\/p>\n

SECTION 10.04. Successors and Assigns.<\/u> (a) The provisions of this
\nAgreement shall be binding upon and inure to the benefit of the parties hereto
\nand their respective successors and assigns permitted hereby (including any
\nAffiliate of any Issuing Bank that issues any Letter of Credit), except that
\nneither the Company nor any other Borrower may assign or otherwise transfer any
\nof its rights or obligations hereunder without the prior written consent of each
\nLender (and any attempted assignment or transfer by any Borrower without such
\nconsent shall be null and void). Nothing in this Agreement, expressed or
\nimplied, shall be construed to confer upon any Person (other than the parties
\nhereto, their respective successors and assigns permitted hereby (including any
\nAffiliate of any Issuing Bank that issues Letters of Credit), Participants (to
\nthe extent provided in paragraph (c) of this Section), the Arrangers, the
\nSyndication Agents and, to the extent expressly contemplated hereby, the
\nsub-agents of either Agent and the Related Parties of each of the Agents, the
\nIssuing Banks and the Lenders) any legal or equitable right, remedy or claim
\nunder or by reason of this Agreement.<\/p>\n

83<\/p>\n

\n

<\/p>\n

(b) (i) Any Lender may assign to one or more Eligible Assignees all or a
\nportion of its rights and obligations under this Agreement (including all or a
\nportion of its Commitment and the Loans at the time owing to it) with the prior
\nwritten consent (such consent not to be unreasonably withheld) of:<\/p>\n

(A) the Company provided<\/u> that no consent of the Company shall be
\nrequired (1) for an assignment to a Lender, an Affiliate of a Lender or an
\nApproved Fund and (2) if an Event of Default has occurred or is continuing, for
\nany other assignment; provided<\/u> further<\/u> that the Company shall be
\ndeemed to have consented to any such assignment unless it shall object thereto
\nby written notice to the Administrative Agent within five Business Days after
\nhaving received notice thereof;<\/p>\n

(B) the Administrative Agent; provided<\/u> that no consent of the
\nAdministrative Agent shall be required for an assignment to a Lender, an
\nAffiliate of a Lender or an Approved Fund;<\/p>\n

(C) each Issuing Bank; and<\/p>\n

(D) the Swingline Lender.<\/p>\n

(ii) Assignments shall be subject to the following additional conditions:\n<\/p>\n

(A) except in the case of an assignment to a Lender, an Affiliate of a Lender
\nor an Approved Fund or an assignment of the entire remaining amount of the
\nassigning Lender153s Commitment or Loans, the amount of the Commitment or Loans of
\nthe assigning Lender subject to each such assignment (determined as of the date
\nthe Assignment and Assumption with respect to such assignment is delivered to
\nthe Administrative Agent) shall not be less than $5,000,000 unless each of the
\nCompany and the Administrative Agent otherwise consents; provided<\/u> that no
\nsuch consent of the Company shall be required if an Event of Default has
\noccurred and is continuing; provided<\/u> further<\/u> that the Company
\nshall be deemed to have consented to any such amount unless it shall object
\nthereto by written notice to the Administrative Agent within five Business Days
\nafter having received notice thereof;<\/p>\n

(B) each partial assignment shall be made as an assignment of a proportionate
\npart of all the assigning Lender153s rights and obligations under this Agreement;\n<\/p>\n

(C) the parties to each assignment shall execute and deliver to the
\nAdministrative Agent an Assignment and Assumption, together with a processing
\nand recordation fee of $3,500, provided that only one such processing and
\nrecordation fee shall be payable in the event of simultaneous assignments from
\nany Lender or its Approved Funds to one or more other Approved Funds of such
\nLender; and<\/p>\n

84<\/p>\n

\n

<\/p>\n

(D) the assignee, if it shall not be a Lender, shall deliver to the
\nAdministrative Agent an Administrative Questionnaire in which the assignee
\ndesignates one or more credit contacts to whom all syndicate-level information
\n(which may contain MNPI) will be made available and who may receive such
\ninformation in accordance with the assignee153s compliance procedures and
\napplicable law, including Federal, State and foreign securities laws.<\/p>\n

(iii) Subject to acceptance and recording thereof pursuant to paragraph
\n(b)(v) of this Section, from and after the effective date specified in each
\nAssignment and Assumption the assignee thereunder shall be a party hereto and,
\nto the extent of the interest assigned by such Assignment and Assumption, have
\nthe rights and obligations of a Lender under this Agreement, and the assigning
\nLender thereunder shall, to the extent of the interest assigned by such
\nAssignment and Assumption, be released from its obligations under this Agreement
\n(and, in the case of an Assignment and Assumption covering all the assigning
\nLender153s rights and obligations under this Agreement, such Lender shall cease to
\nbe a party hereto but shall continue to be entitled to the benefits of Sections
\n2.15, 2.16, 2.17 and 10.03). Any assignment or transfer by a Lender of rights or
\nobligations under this Agreement that does not comply with this paragraph shall
\nbe treated for purposes of this Agreement as a sale by such Lender of a
\nparticipation in such rights and obligations in accordance with paragraph (e) of
\nthis Section.<\/p>\n

(iv) The Administrative Agent shall maintain at one of its offices a copy of
\neach Assignment and Assumption delivered to it and records of the names and
\naddresses of the Lenders, and the Commitment of, and principal amount of the
\nLoans and LC Disbursements owing to, each Lender pursuant to the terms hereof
\nfrom time to time (the “Register<\/u>“). The entries in the Register shall be
\nconclusive, and the Borrowers, the Administrative Agent, the Issuing Banks and
\nthe Lenders may treat each Person whose name is recorded in the Register
\npursuant to the terms hereof as a Lender hereunder for all purposes of this
\nAgreement, notwithstanding notice to the contrary. The Register shall be
\navailable for inspection by each Borrower, any Issuing Bank and any Lender, at
\nany reasonable time and from time to time upon reasonable prior notice.<\/p>\n

(v) Upon receipt by the Administrative Agent of an Assignment and Assumption
\nexecuted by an assigning Lender and an assignee, the assignee153s completed
\nAdministrative Questionnaire (unless the assignee shall already be a Lender
\nhereunder) and the processing and recordation fee referred to in this Section,
\nthe Administrative Agent shall accept such Assignment and Assumption and record
\nthe information contained therein in the Register; provided<\/u> that the
\nAdministrative Agent shall not be required to accept such Assignment and
\nAssumption or so record the information contained therein if the Administrative
\nAgent reasonably believes that such Assignment and Assumption lacks any written
\nconsent required by this Section or is otherwise not in proper form, it being
\nacknowledged that the Administrative Agent shall have no duty or obligation (and
\nshall incur no liability) with respect to obtaining (or confirming<\/p>\n

85<\/p>\n

\n

<\/p>\n

the receipt) of any such written consent or with respect to the form of (or
\nany defect in) such Assignment and Assumption, any such duty and obligation
\nbeing solely with the assigning Lender and the assignee. No assignment shall be
\neffective for purposes of this Agreement unless it has been recorded in the
\nRegister as provided in this paragraph, and following such recording, unless
\notherwise determined by the Administrative Agent (such determination to be made
\nin the sole discretion of the Administrative Agent, which determination may be
\nconditioned on the consent of the assigning Lender and the assignee), shall be
\neffective notwithstanding any defect in the Assignment and Assumption relating
\nthereto. Each assigning Lender and the assignee, by its execution and delivery
\nof an Assignment and Assumption, shall be deemed to have represented to the
\nAdministrative Agent that all written consents required by this Section with
\nrespect thereto (other than the consent of the Administrative Agent) have been
\nobtained and that such Assignment and Assumption is otherwise duly completed and
\nin proper form, and each assignee, by its execution and delivery of an
\nAssignment and Assumption, shall be deemed to have represented to the assigning
\nLender and the Administrative Agent that such assignee is an Eligible Assignee.\n<\/p>\n

(c) Any Lender may, without the consent of any Borrower, the Administrative
\nAgent, any Issuing Bank or the Swingline Lender, sell participations to one or
\nmore Eligible Assignees (“Participants<\/u>“) in all or a portion of such
\nLender153s rights and obligations under this Agreement (including all or a portion
\nof its Commitment and the Loans owing to it); provided<\/u> that (A) such
\nLender153s obligations under this Agreement shall remain unchanged, (B) such
\nLender shall remain solely responsible to the other parties hereto for the
\nperformance of such obligations and (C) the Borrowers, the Administrative Agent,
\nthe Issuing Banks and the other Lenders shall continue to deal solely and
\ndirectly with such Lender in connection with such Lender153s rights and
\nobligations under this Agreement. Any agreement or instrument pursuant to which
\na Lender sells such a participation shall provide that such Lender shall retain
\nthe sole right to enforce this Agreement and to approve any amendment,
\nmodification or waiver of any provision of this Agreement; provided<\/u> that
\nsuch agreement or instrument may provide that such Lender will not, without the
\nconsent of the Participant, agree to any amendment, modification or waiver
\ndescribed in the first proviso to Section 10.02(b) that affects such Participant
\nor requires the approval of all the Lenders. The Company agree that each
\nParticipant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17
\n(subject to the requirements and limitations therein, including the requirements
\nunder Section 2.17(f) (it being understood that the documentation required under
\nSection 2.17(f) shall be delivered to the participating Lender)) to the same
\nextent as if it were a Lender and had acquired its interest by assignment
\npursuant to paragraph (b) of this Section; provided<\/u> that such Participant
\n(x) agrees to be subject to the provisions of Sections 2.18 and 2.19 as if it
\nwere an assignee under paragraph (b) of this Section and (y) shall not be
\nentitled to receive any greater payment under Section 2.15 or 2.17, with respect
\nto any participation, than its participating Lender would have been entitled to
\nreceive, except to the extent such entitlement to receive a greater payment
\nresults from a Change in Law that occurs after the Participant acquired the
\napplicable participation. To the extent permitted by law, each Participant also
\nshall be entitled to the benefits of<\/p>\n

86<\/p>\n

\n

<\/p>\n

Section 10.08 as though it were a Lender; provided<\/u> that such
\nParticipant agrees to be subject to Section 2.18(c) as though it were a Lender.
\nEach Lender that sells a participation shall, acting solely for this purpose as
\na non-fiduciary agent of the Company, maintain a register on which it enters the
\nname and address of each Participant to which it has sold a participation and
\nthe principal amounts (and stated interest) of each such Participant153s interest
\nin the Loans or other rights and obligations of such Lender under this Agreement
\n(the “Participant Register<\/u>“); provided<\/u> that no Lender shall have
\nany obligation to disclose all or any portion of the Participant Register to any
\nPerson (including the identity of any Participant or any information relating to
\na Participant153s interest in any Loans or other rights and obligations under any
\nthis Agreement) except to the extent that such disclosure is necessary to
\nestablish that such Loan or other right or obligation is in registered form
\nunder Section 5f.103-1(c) of the United States Treasury Regulations. The entries
\nin the Participant Register shall be conclusive absent manifest error, and such
\nLender shall treat each Person whose name is recorded in the Participant
\nRegister as the owner of such participation for all purposes of this Agreement
\nnotwithstanding any notice to the contrary.<\/p>\n

(d) Any Lender may at any time pledge or assign a security interest in all or
\nany portion of its rights under this Agreement to secure obligations of such
\nLender, including any pledge or assignment to secure obligations to a Federal
\nReserve Bank, and this Section shall not apply to any such pledge or assignment
\nof a security interest; provided that no such pledge or assignment of a security
\ninterest shall release a Lender from any of its obligations hereunder or
\nsubstitute any such pledgee or assignee for such Lender as a party hereto.<\/p>\n

SECTION 10.05. Survival.<\/u> All covenants, agreements, representations
\nand warranties made by the Borrowers herein and in the certificates or other
\ninstruments delivered in connection with or pursuant to this Agreement shall be
\nconsidered to have been relied upon by the other parties hereto and shall
\nsurvive the execution and delivery of this Agreement and the making of any Loans
\nand issuance of any Letters of Credit, regardless of any investigation made by
\nany such other party or on its behalf and notwithstanding that any Agent, any
\nArranger, any Syndication Agent, any Issuing Bank or any Lender may have had
\nnotice or knowledge of any Default or incorrect representation or warranty at
\nthe time any credit is extended hereunder, and shall continue in full force and
\neffect as long as the principal of or any accrued interest on any Loan or any
\nfee, LC Disbursement or any other amount payable under this Agreement is
\noutstanding and unpaid or any Letter of Credit is outstanding and so long as the
\nCommitments have not expired or terminated. The provisions of Sections 2.15,
\n2.16, 2.17 and 10.03 and Article VIII shall survive and remain in full force and
\neffect regardless of the consummation of the transactions contemplated hereby,
\nthe repayment of the Loans, the expiration or termination of the Letters of
\nCredit and the Commitments or the termination of this Agreement or any provision
\nhereof.<\/p>\n

SECTION 10.06. Counterparts; Integration; Effectiveness.<\/u> This
\nAgreement may be executed in counterparts (and by different parties hereto on
\ndifferent counterparts), each of which shall constitute an original, but all of
\nwhich when taken together shall constitute a single contract. This Agreement and
\nany separate letter<\/p>\n

87<\/p>\n

\n

<\/p>\n

agreements with respect to fees payable to the Agents constitute the entire
\ncontract among the parties relating to the subject matter hereof and supersede
\nany and all previous agreements and understandings, oral or written, relating to
\nthe subject matter hereof. Except as provided in Section 4.01, this Agreement
\nshall become effective when it shall have been executed by the Administrative
\nAgent and when the Administrative Agent shall have received counterparts hereof
\nthat, when taken together, bear the signatures of each of the other parties
\nhereto, and thereafter shall be binding upon and inure to the benefit of the
\nparties hereto and their respective successors and assigns. Delivery of an
\nexecuted counterpart of a signature page of this Agreement by facsimile or other
\nelectronic image scan transmission shall be effective as delivery of a manually
\nexecuted counterpart of this Agreement.<\/p>\n

SECTION 10.07. Severability.<\/u> Any provision of this Agreement held to
\nbe invalid, illegal or unenforceable in any jurisdiction shall, as to such
\njurisdiction, be ineffective to the extent of such invalidity, illegality or
\nunenforceability without affecting the validity, legality and enforceability of
\nthe remaining provisions hereof; and the invalidity of a particular provision in
\na particular jurisdiction shall not invalidate such provision in any other
\njurisdiction.<\/p>\n

SECTION 10.08. Right of Setoff.<\/u> If an Event of Default shall have
\noccurred and be continuing, each Lender and each Issuing Bank and each of their
\nrespective Affiliates is hereby authorized at any time and from time to time, to
\nthe fullest extent permitted by law, to set off and apply any and all deposits
\n(general or special, time or demand, provisional or final) at any time held and
\nother obligations at any time owing by such Lender, Issuing Bank or Affiliate to
\nor for the credit or the account of any Loan Party against any of and all the
\nobligations then due of such Loan Party now or hereafter existing under this
\nAgreement held by such Lender, irrespective of whether or not such Lender or
\nIssuing Bank shall have made any demand under this Agreement. The rights of each
\nLender, each Issuing Bank and each of their respective Affiliates under this
\nSection are in addition to other rights and remedies (including other rights of
\nsetoff) that such Lender, Issuing Bank or Affiliate may have.<\/p>\n

SECTION 10.09. Governing Law; Jurisdiction; Consent to Service of
\nProcess.<\/u> (a) This Agreement shall be construed in accordance with and
\ngoverned by the law of the State of New York.<\/p>\n

(b) Each party hereto hereby irrevocably and unconditionally submits, for
\nitself and its property, to the jurisdiction of the Supreme Court of the State
\nof New York sitting in New York County and of the United States District Court
\nof the Southern District of New York, and any appellate court from any thereof,
\nin any action or proceeding arising out of or relating to this Agreement, or for
\nrecognition or enforcement of any judgment, and each Loan Party hereby
\nirrevocably and unconditionally agrees that all claims in respect of any such
\naction or proceeding brought by it or any of its Affiliates shall be brought,
\nand shall be heard and determined, exclusively in such New York State or, to the
\nextent permitted by law, in such Federal court. Each of the parties hereto
\nagrees that a final judgment in any such action or proceeding shall be
\nconclusive and may be enforced in other jurisdictions by suit on the judgment or
\nin any other manner provided<\/p>\n

88<\/p>\n

\n

<\/p>\n

by law. Nothing in this Agreement shall affect any right that the
\nAdministrative Agent, any Issuing Bank or any Lender may otherwise have to bring
\nany action or proceeding relating to this Agreement against any Loan Party or
\nany of its respective properties in the courts of any jurisdiction.<\/p>\n

(c) Each Borrower hereby irrevocably and unconditionally waives, to the
\nfullest extent it may legally and effectively do so, any objection which it may
\nnow or hereafter have to the laying of venue of any suit, action or proceeding
\narising out of or relating to this Agreement in any court referred to in
\nparagraph (b) of this Section. Each of the parties hereto hereby irrevocably
\nwaives, to the fullest extent permitted by law, the defense of an inconvenient
\nforum to the maintenance of such action or proceeding in any such court.<\/p>\n

(d) Each party to this Agreement irrevocably consents to service of process
\nin the manner provided for notices in Section 10.01. Nothing in this Agreement
\nwill affect the right of any party to this Agreement to serve process in any
\nother manner permitted by law.<\/p>\n

SECTION 10.10. WAIVER OF JURY TRIAL.<\/u> EACH PARTY HERETO HEREBY WAIVES,
\nTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
\nTRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
\nRELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
\nBASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
\nTHAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
\nEXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
\nLITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
\nAND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
\nAMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.<\/p>\n

SECTION 10.11. Headings.<\/u> Article and Section headings and the Table of
\nContents used herein are for convenience of reference only, are not part of this
\nAgreement and shall not affect the construction of, or be taken into
\nconsideration in interpreting, this Agreement.<\/p>\n

SECTION 10.12. Confidentiality; Non-Public Information.<\/u> (a) Each
\nAgent, Issuing Bank and Lender agrees to maintain the confidentiality of the
\nInformation (as defined below), except that Information may be disclosed (i) to
\nits and its Affiliates153 directors, officers, employees and agents, including
\naccountants, legal counsel and other advisors (it being understood that the
\nPersons to whom such disclosure is made will be informed of the confidential
\nnature of such Information and instructed to keep such Information
\nconfidential), (ii) to the extent requested by any Governmental Authority or any
\nother regulatory authority purporting to have jurisdiction over it (including
\nany self-regulatory authority, such as the National Association of Insurance
\nCommissioners), (iii) to the extent required by applicable laws or regulations
\nor by any subpoena or similar<\/p>\n

89<\/p>\n

\n

<\/p>\n

legal process (but only after giving prompt written notice to the Company, to
\nthe extent permitted by law, of any such requirement or request (except with
\nrespect to any audit or examination conducted by any Governmental Authority) so
\nthat the Company may seek a protective order or other appropriate remedy and\/or
\nwaive compliance with this Section), (iv) to any other party to this Agreement,
\n(v) in connection with the exercise of any remedies hereunder or any suit,
\naction or proceeding relating the enforcement of rights hereunder, (vi) subject
\nto an agreement containing provisions substantially the same as those of this
\nSection, to any assignee of or Participant in, or any prospective assignee of or
\nParticipant in, any of its rights or obligations under this Agreement, (vii)
\nwith the consent of the Company or (viii) to the extent such Information (A)
\nbecomes publicly available other than as a result of a breach of this Section or
\n(B) becomes available to any Agent, any Issuing Bank or any Lender on a
\nnonconfidential basis from a source other than the Company. For the purposes of
\nthis Section, “Information<\/u>” means all information received from the
\nCompany relating to the Company or its business, other than any such information
\nthat is available to any Agent, any Issuing Bank or any Lender on a
\nnonconfidential basis prior to disclosure by the Company; provided<\/u> that,
\nin the case of information received from the Company after the date hereof, such
\ninformation is clearly identified at the time of delivery as confidential. Any
\nPerson required to maintain the confidentiality of Information as provided in
\nthis Section shall be considered to have complied with its obligation to do so
\nif such Person has exercised the same degree of care to maintain the
\nconfidentiality of such Information as such Person would accord to its own
\nconfidential information.<\/p>\n

(b) Each Lender acknowledges that all information, including requests for
\nwaivers and amendments, furnished by any Borrower or the Administrative Agent
\npursuant to or in connection with, or in the course of administering, this
\nAgreement will be syndicate-level information, which may contain MNPI. Each
\nLender represents to the Borrowers and the Administrative Agent that (i) it has
\ndeveloped compliance procedures regarding the use of MNPI and that it will
\nhandle MNPI in accordance with such procedures and applicable law, including
\nFederal, state and foreign securities laws, and (ii) it has identified in its
\nAdministrative Questionnaire a credit contact who may receive information that
\nmay contain MNPI in accordance with its compliance procedures and applicable
\nlaw, including Federal, state and foreign securities laws.<\/p>\n

(c) The Borrowers and each Lender acknowledge that, if information furnished
\nby the Borrowers pursuant to or in connection with this Agreement is being
\ndistributed by the Administrative Agent through IntraLinks\/IntraAgency, SyndTrak
\nor another website or other information platform (the “Platform<\/u>“), (i)
\nthe Administrative Agent may post any information that the Company has indicated
\nas containing MNPI solely on that portion of the Platform as is designated for
\nPrivate Side Lender Representatives and (ii) if the Company has not indicated
\nwhether any information furnished by it pursuant to or in connection with this
\nAgreement contains MNPI, the Administrative Agent reserves the right to post
\nsuch information solely on that portion of the Platform as is designated for
\nPrivate Side Lender Representatives. The Company agrees to clearly designate all
\ninformation provided to the Administrative Agent by or on behalf of the Company
\nthat is suitable to be made available to Public Side Lender Representatives, and
\nthe Administrative Agent shall be entitled to rely on any such<\/p>\n

90<\/p>\n

\n

<\/p>\n

designation by the Company without liability or responsibility for the
\nindependent verification thereof.<\/p>\n

SECTION 10.13. Interest Rate Limitation.<\/u> Notwithstanding anything
\nherein to the contrary, if at any time the interest rate applicable to any Loan,
\ntogether with all fees, charges and other amounts which are treated as interest
\non such Loan under applicable law (collectively the “Charges<\/u>“), shall
\nexceed the maximum lawful rate (the “Maximum Rate<\/u>“) which may be
\ncontracted for, charged, taken, received or reserved by the Lender holding such
\nLoan in accordance with applicable law, the rate of interest payable in respect
\nof such Loan hereunder, together with all Charges payable in respect thereof,
\nshall be limited to the Maximum Rate and, to the extent lawful, the interest and
\nCharges that would have been payable in respect of such Loan but were not
\npayable as a result of the operation of this Section shall be cumulated and the
\ninterest and Charges payable to such Lender in respect of other Loans or periods
\nshall be increased (but not above the Maximum Rate therefor) until such
\ncumulated amount, together with interest thereon at the Federal Funds Effective
\nRate to the date of repayment, shall have been received by such Lender.<\/p>\n

SECTION 10.14. Conversion of Currencies.<\/u> (a) If, for the purpose of
\nobtaining judgment in any court, it is necessary to convert a sum owing
\nhereunder in one currency into another currency, each party hereto (including
\nany Borrowing Subsidiary) agrees, to the fullest extent that it may effectively
\ndo so, that the rate of exchange used shall be that at which in accordance with
\nnormal banking procedures in the relevant jurisdiction the first currency could
\nbe purchased with such other currency on the Business Day immediately preceding
\nthe day on which final judgment is given.<\/p>\n

(b) The obligations of each Borrower in respect of any sum due to any party
\nhereto or any holder of the obligations owing hereunder (the “Applicable
\nCreditor<\/u>“) shall, notwithstanding any judgment in a currency (the
\n“Judgment Currency<\/u>“) other than the currency in which such sum is stated
\nto be due hereunder (the “Agreement Currency<\/u>“), be discharged only to the
\nextent that, on the Business Day following receipt by the Applicable Creditor of
\nany sum adjudged to be so due in the Judgment Currency, the Applicable Creditor
\nmay in accordance with normal banking procedures in the relevant jurisdiction
\npurchase the Agreement Currency with the Judgment Currency; if the amount of the
\nAgreement Currency so purchased is less than the sum originally due to the
\nApplicable Creditor in the Agreement Currency, such Borrower agrees, as a
\nseparate obligation and notwithstanding any such judgment, to indemnify the
\nApplicable Creditor against such loss. The obligations of the Borrowers
\ncontained in this Section shall survive the termination of this Agreement and
\nthe payment of all other amounts owing hereunder.<\/p>\n

SECTION 10.15. USA Patriot Act.<\/u> Each Lender hereby notifies the
\nBorrowers that pursuant to the requirements of the USA Patriot Act, it is
\nrequired to obtain, verify and record information that identifies the Borrowers,
\nwhich information includes the name and address of the Borrowers and other
\ninformation that will allow such Lender to identify the Borrowers in accordance
\nwith the USA Patriot Act.<\/p>\n

91<\/p>\n

\n

<\/p>\n

SECTION 10.16. No Fiduciary Relationship.<\/u> Each Borrower, on behalf of
\nitself and its Subsidiaries, agrees that in connection with all aspects of the
\ntransactions contemplated hereby and any communications in connection therewith,
\nthe Borrowers, their Subsidiaries and their Affiliates, on the one hand, and the
\nAgents, the Arrangers, the Lenders, the Issuing Banks and their Affiliates, on
\nthe other hand, will have a business relationship that does not create, by
\nimplication or otherwise, any fiduciary duty on the part of any Agent, any
\nArranger, any Lender, any Issuing Bank or any of their Affiliates, and no such
\nduty will be deemed to have arisen in connection with any such transactions or
\ncommunications. The Agents, the Arrangers, the Lenders, the Issuing Banks and
\ntheir Affiliates may be engaged, for their own accounts or the accounts of
\ncustomers, in a broad range of transactions that involve interests that differ
\nfrom those of any Borrower and its Affiliates, and none of the Agents, the
\nArrangers, the Lenders, the Issuing Banks or their Affiliates has any obligation
\nto disclose any of such interests to any Borrower or its Affiliates. To the
\nfullest extent permitted by law, each Borrower hereby waives and releases any
\nclaims that it or any of its Affiliates may have against the Agents, the
\nArrangers, the Lenders, the Issuing Banks and their Affiliates with respect to
\nany breach or alleged breach of agency or fiduciary duty in connection with any
\naspect of any transaction contemplated hereby.<\/p>\n

[The remainder of this page has been left blank
\nintentionally]<\/em><\/p>\n

92<\/p>\n

\n

<\/p>\n

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
\nexecuted by their respective authorized officers as of the day and year first
\nabove written.<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n\n

AGILENT TECHNOLOGIES, INC.,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

by<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

\/s\/ Hilliard C. Terry, III<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: Hilliard C. Terry, III<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: Vice President, Treasurer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

[Signature Page to Agilent Credit Agreement]<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

JPMORGAN CHASE BANK, N.A.,
\nindividually and as Administrative Agent,
\nSwingline Lender and an Issuing Bank,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

by<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

\/s\/ Ann B. Kerns<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: Ann B. Kerns<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: Vice President<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

J.P. MORGAN EUROPE LIMITED,
\nas London Agent,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

by<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

\/s\/ Ching Loh<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: Ching Loh<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: Associate<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

[Signature Page to Agilent Credit Agreement]<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

SIGNATURE PAGE TO
\nAGILENT TECHNOLOGIES, INC.
\nCREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

Name of Institution: Bank of America N.A.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

by<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

\/s\/ Sugeet Manchanda Madan<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: Sugeet Manchanda Madan<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: Director<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

For any Lender that requires a second signature line:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

by<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

SIGNATURE PAGE TO
\nAGILENT TECHNOLOGIES, INC.
\nCREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

Name of Institution: CITIBANK, N.A.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

by<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

\/s\/ Susan M. Olsen<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: Susan M. Olsen<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: Vice President<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

For any Lender that requires a second signature line:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

by<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

SIGNATURE PAGE TO
\nAGILENT TECHNOLOGIES, INC.
\nCREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

Name of Institution: Barclays Bank PLC<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

by<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

\/s\/ Diane Rolfe<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: Diane Rolfe<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: Director<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

For any Lender that requires a second signature line:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

by<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

SIGNATURE PAGE TO
\nAGILENT TECHNOLOGIES, INC.
\nCREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

Name of Institution: BNP Paribas<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

by<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

\/s\/ Mathew Harvey<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: Mathew Harvey<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: Managing Director<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

For any Lender that requires a second signature line:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

by<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

\/s\/ Jamie Dillon<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: Jamie Dillon<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: Managing Director<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

SIGNATURE PAGE TO
\nAGILENT TECHNOLOGIES, INC.
\nCREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

Name of Institution: CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

by<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

\/s\/ Christopher Reo Day<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: Christopher Reo Day<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: Vice President<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

For any Lender that requires a second signature line:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

by<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

\/s\/ Sanja Gazahi<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: Sanja Gazahi<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: Associate<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

SIGNATURE PAGE TO
\nAGILENT TECHNOLOGIES, INC.
\nCREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

Name of Institution: DEUTSCHE BANK AG NEW YORK BRANCH<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

by<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

\/s\/ Ming K. Chu<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: Ming K. Chu<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: Vice President<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

For any Lender that requires a second signature line:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

by<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

\/s\/ Wolfgang Winter<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: Wolfgang Winter<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: Managing Director<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

SIGNATURE PAGE TO
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\nCREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

Name of Institution: Wells Fargo Bank<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

by<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

\/s\/ Meggie Chichioco<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

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<\/td>\n<\/td>\n\n

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<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

For any Lender that requires a second signature line:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

by<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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